3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 ANNUAL REPORT PURSUANT TO SECTION 13d OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,

2025

OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to OR

 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

Commission file number 001-40865

Wallbox N.V.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

The Netherlands

(Jurisdiction of incorporation or organization)

Carrer del Foc, 68Barcelona, Spain 08038

(Address of principal executive offices)

Enric Asunción

CEOTelephone: +1(404) 574‑1504

investors@wallbox.com Wallbox N.V.Carrer del Foc, 68Barcelona, Spain 08038

(Name, Telephone, E‑mail and /or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange <br>on which registered
Class A ordinary shares, nominal value €2.40 per share	WBX	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2025, the registrant had 16,778,631 Class A Shares and 355,040 Class B Shares outstanding.

Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes  No 

Note‑Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer		Accelerated filer		Non‑accelerated filer	x
				Emerging growth company	

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes‑Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive‑based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D‑1(b). 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

  U.S. GAAP	 International Financial Reporting Standards as issued by the International Accounting Standards Board	  Other

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17  Item 18 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes  No 

TABLE OF CONTENTS

		Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION		1
CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS		4
PART I		5
	Item 1. Identity of Directors, Senior Management and Advisers	5
	Item 2. Offer Statistics and Expected Timetable	5
	Item 3. Key Information	5
	Item 4. Information on the Company	37
	Item 4A. Unresolved Staff Comments	49
	Item 5. Operating and Financial Review and Prospects	49
	Item 6. Directors, Senior Management and Employees	68
	Item 7. Major Shareholders and Related Party Transactions	78
	Item 8. Financial Information	81
	Item 9. The Offer and Listing	82
	Item 10. Additional Information	82
	Item 11. Quantitative and Qualitative Disclosures About Market Risk	88
	Item 12. Description of Securities Other than Equity Securities	89
PART II		90
	Item 13. Defaults, Dividend Arrearages and Delinquencies	90
	Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	90
	Item 15. Controls and Procedures	90
	Item 16. [Reserved]	92
	Item 16A. Audit Committee Financial Expert	92
	Item 16B. Code of Ethics	92
	Item 16C. Principal Accountant Fees and Services	92
	Item 16D. Exemptions from the Listing Standards for Audit Committees	93
	Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	93
	Item 16F. Change in Registrant’s Certifying Accountant	93
	Item 16G. Corporate Governance	93
	Item 16H. Mine Safety Disclosure	94
	Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	94
	Item 16J. Insider Trading Policies	94
	Item 16K. Cybersecurity	94
PART III		96
	Item 17. Financial Statements	96
	Item 18. Financial Statements	96
	Item 19. Exhibits	96
SIGNATURES		99
CONSOLIDATED FINANCIAL STATEMENTS		F-1

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We report under International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

General Information

Our consolidated financial statements are reported in the reporting currency of the Euro (€), which are denoted “Euros,” “EUR” or “€” throughout this Annual Report on Form 20‑F (“Annual Report”). Also, throughout this Annual Report:

• except where the context otherwise requires or where otherwise indicated, the terms “Wallbox,” the “Company,” “we,” “us,” “our,” “our Company” and “our business” refer to Wallbox N.V., a Dutch public limited liability company (naamloze vennootschap), in each case together with its consolidated subsidiaries as a consolidated entity;
• the terms “€,” “EUR,” “Euro” or “euro” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended; and
• the terms “dollars,” “USD” or “$” refer to U.S. dollars.

Certain figures in this Annual Report may not recalculate exactly due to rounding. This is because percentages and/or figures contained herein are calculated based on actual numbers and not the rounded numbers presented.

Defined Terms and Key Performance Indicators in this Annual Report

Throughout this Annual Report, we use a number of defined terms and provide information about a number of key performance indicators used by management. Definitions are as follows, and additional information about our key performance indicators is discussed in more detail in Item 5, “Operating and Financial Review and Prospects—‍Key Operating and Financial Metrics.”

“Board” means the board of directors of Wallbox.

“Business Combination” means the business combination on October 1, 2021, of Wallbox Chargers S.L. with the special purpose

acquisition company, or SPAC, Kensington Capital Acquisition Corp. II pursuant to the Business Combination Agreement, as a result of which

Wallbox N.V. became a publicly traded company on the NYSE.

“Business Combination Agreement” means the Business Combination Agreement, dated June 9, 2021, by and among Wallbox B.V., Merger Sub, Kensington and Wallbox Chargers S.L.

“Class A Shares” means the ordinary shares A, nominal value €2.40 per share, of Wallbox.

“Class B Shares” means the ordinary shares B, nominal value €24 per share, of Wallbox.

"Class C Shares" means the ordinary shares C, nominal value €21.60 per share, of Wallbox.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“DCGC” means the Dutch Corporate Governance Code.

“ESPP” means the Wallbox N.V. Amended and Restated 2021 Employee Share Purchase Plan.

“EVs” mean electric vehicles.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“FCPA” means the U.S. Foreign Corrupt Practices Act.

“General Meeting” means the general meeting (algemene vergadering) of Wallbox, being the corporate body, or where the context so requires, the physical meeting of shareholders of Wallbox.

“IAS” means the International Accounting Standard.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Incentive Plan” means the Wallbox N.V. 2021 Equity Incentive Plan.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Kensington” means Kensington Capital Acquisition Corp. II, a Delaware corporation.

“NYSE” means the New York Stock Exchange.

“Private Warrants” means the 8,933,333 warrants originally issued to certain shareholders of Kensington in a private placement transaction that occurred concurrently with the closing of Kensington’s initial public offering that were converted into warrants to purchase one Class A Share at a price of $11.50 per share, subject to adjustment, at the closing of the Business Combination.

“Public Warrants” means the 5,750,000 warrants originally issued to public shareholders of Kensington in connection with its initial public offering that were converted into warrants to purchase one Class A Share at a price of $11.50, subject to adjustment, at the closing of the Business Combination.

“Sarbanes‑Oxley Act” means the Sarbanes‑Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Shares” means Class A Shares, Class B Shares and Class C Shares.

“Warrants” means Private Warrants and Public Warrants.

Non‑IFRS and Other Financial and Operating Metrics

We have included in this Annual Report certain financial measures not based on IFRS, including EBITDA and Adjusted EBITDA (together, the “Non‑IFRS Measures”), as well as operating metrics, including Gross Margin. See the definitions set forth below for a further explanation of these terms.

Management uses the Non‑IFRS Measures:

• as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items not directly resulting from our core operations;
• for planning purposes, including the preparation of our internal annual operating budget and financial projections;
• to evaluate the performance and effectiveness of our strategic initiatives; and
• to evaluate our capacity to fund capital expenditures and expand our business.

The Non‑IFRS Measures may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate these measures in the same manner. We present the Non‑IFRS Measures because we consider them to be important supplemental measures of our performance, and we believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies. Management believes that investors’ understanding of our performance is enhanced by including the Non‑IFRS Measures as a reasonable basis for comparing our ongoing results of operations. By providing the Non‑IFRS Measures, together with reconciliations to IFRS, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Items excluded from the Non‑IFRS Measures are significant components in understanding and assessing financial performance. The Non‑IFRS Measures have limitations as analytical tools and should not be considered in isolation, or as an alternative to, or a substitute for loss for the year, revenue or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:

• such measures do not reflect all our expenditures, or future requirements for capital expenditures or contractual commitments;
• such measures do not reflect changes in our working capital needs;
• such measures do not reflect our share based payments, income tax benefit/(expense) or the amounts necessary to pay our taxes;
• although depreciation and amortization are not included in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any costs for such replacements; and
• other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business and are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. In addition, the Non‑IFRS Measures we use may differ from the non‑IFRS financial measures used by other companies and are not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. Furthermore, not all companies or analysts may calculate similarly titled measures in the same manner. We compensate for these limitations by relying primarily on our IFRS results and using the Non‑IFRS Measures only as supplemental measures.

We define our Non‑IFRS Measures and other financial and operating metrics as follows:

“Gross Margin” is defined as revenue less changes in inventory, raw materials and other consumables used.

“EBITDA” is defined as a result of loss for the year before income tax credit, financial income, financial expenses, amortization and depreciation, change in fair value of derivative warrants and foreign exchange gains/(losses).

“Adjusted EBITDA” is defined as a result of loss for the year before income tax credit, financial income, financial expenses, amortization and depreciation, change in fair value of derivative warrants and foreign exchange gains/(losses) further to take into account the impact of certain non‑cash and other items that we do not consider in our evaluation of ongoing operating performance. These non‑cash and other items include, but not are limited to, share based payment plan expenses, certain one-time expenses related to a reduction in workforce initiated in January 2023, certain non-cash expenses related to the ESPP plan launched in January 2023, any negative goodwill arising from business combinations and other items outside the scope of our ordinary activities.

Refer to Item 5, “Operating and Financial Review and Prospects—A. Operating Results—Reconciliations of Non‑IFRS and Other Financial and Operating Metrics” included elsewhere in this Annual Report for reconciliations of our Non‑IFRS measures to the most directly comparable IFRS financial measures.

Market and Industry Data

Unless otherwise indicated, information contained in this Annual Report concerning our industry and the markets in which we operate, including our general expectations, market position and market opportunity, is based on our management’s estimates and research, as well as industry and general publications and research, surveys and studies conducted by third parties. We believe the information from these third‑party publications, research, surveys and studies included in this Annual Report is reliable. Management’s estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in this Annual Report under Item 3, “Key Information—Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates.

CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS

This Annual Report contains statements that constitute “forward‑looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward‑looking statements to be covered by the safe harbor provisions for forward‑looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Annual Report other than statements of historical fact should be considered forward‑looking statements, including, without limitation, statements regarding our debt restructuring process, NYSE listing compliance, ability to continue operating as a going concern, future operating results and financial position,debt service and covenant compliance, internal control remediation, market and industry, impact of the reduction in workforce efforts, business strategy and plans, potential outcomes of our partnerships and transactions, market growth and objectives for future operations. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “focus,” “forecast,” “intend,” “likely,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward‑looking statements, though not all forward‑looking statements use these words or expressions. These statements are neither historical facts nor assurances of future performance. Although we believe that these estimates and forward‑looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties, some of which are beyond our control, and are made in light of the information currently available to us.

Actual results could differ materially from those anticipated in forward‑looking statements for many reasons, including the factors described in Part I., Item 3, “Key Information,” D. “Risk Factors” herein. Accordingly, you should not rely on these forward‑looking statements, which speak only as of the date hereof.

We undertake no obligation to publicly revise any forward‑looking statement to reflect circumstances or events after the date hereof or to reflect the occurrence of unanticipated events.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date hereof. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

Although we believe the expectations reflected in the forward‑looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward‑looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward‑looking statements contained herein and any subsequent written or oral forward‑looking statements that may be issued by us or persons acting on our behalf.

• Bridge loan maturity risk. On April 8, 2026, we entered into two bridge loan agreements — one with certain shareholders for €5,650,000 and one with certain lenders for €5,350,000. These bridge loans are short-term in nature and we will need to refinance or repay them. There can be no assurance that we will be able to do so on acceptable terms or at all.
• Payment in kind interest compounding. The Commercial Agreement includes a €69.1 million bullet instrument maturing in December 2030 with payment-in-kind interest. While this structure preserves near-term cash, PIK interest will compound our debt burden through 2030, and we may be unable to repay or refinance this instrument at maturity.
• Operational disruption during restructuring. The ongoing court-supervised negotiation process and public disclosure of our financial difficulties may cause customers, suppliers, employees, and other counterparties to modify or terminate their relationships with us, demand more favorable commercial terms, or otherwise take actions that could further harm our business and financial condition.
• Timeline risk. The Spanish court authorized a negotiation period extension of up to three additional months as of March 4, 2026. If the restructuring cannot be implemented within applicable court deadlines, we may lose the protections afforded by the court-supervised process, which could accelerate creditor enforcement actions.

All restructured financial debt pursuant to the restructuring plan and the New Money will share a single, common security package (the “New Security”) with such arrangements to be reflected in an intercreditor agreement that forms part of the restructuring plan. The New Security will consist of first demand guarantees from the key Group companies, pledges over 100 per cent of the shares in the Group’s main operating subsidiaries, security over core intellectual property, material commercial contracts and, in the case of Wallbox USA, stock, and pledges over key bank accounts and intercompany loans. In practice, this means that substantially all the Group’s material operating entities, shareholdings, cash balances, intellectual property and intragroup receivables within the scope of the restructuring plan will be pledged on a pari passu basis in favor of all secured financial creditors following implementation of the restructuring plan.

In addition, following the Effective Date and once Chargers has been transformed into a Spanish public limited liability company, Chargers will issue warrants or equivalent instruments convertible into Chargers’ shares (the “Chargers Warrants”) in favor of the Financial Creditors as an enforcement mechanism that may be exercised in the event of an acceleration under the Term Loan Framework Agreement, the Revolving Facilities Framework Agreement and the agreements comprising the New Money.

Even if the restructuring is successfully implemented, there can be no assurance that we will be able to generate sufficient cash flows from operations to service our restructured debt obligations and fund our ongoing operations. The financial forecasts underlying the restructuring plan are based on assumptions regarding revenue growth, gross margin improvements, and working capital optimization that may not be achieved. A significant deviation from these forecasts could cause us to require additional capital, further restructuring, or could result in our inability to continue as a going concern.

We have negative total equity, a significant working capital deficit, and very limited cash resources, any of which could impair our ability to operate and may trigger mandatory dissolution or additional regulatory requirements under applicable Dutch

As of December 31, 2025, we had total negative equity of €(31,461) thousand, an accumulated deficit and capital reduction reserves for a negative net amount of €131,886 thousand, cash and cash equivalents of €4,446 thousand, and a working capital deficit of €(74,726) thousand. Our current liabilities of €172,149 thousand substantially exceed our current assets of €97,423 thousand.

This financial condition creates a number of specific risks:

• Dutch law obligations. As a Dutch public limited liability company (naamloze vennootschap), our directors are subject to specific obligations under Dutch law when the company's financial position deteriorates. Under certain circumstances, directors of a Dutch company may face personal liability for obligations incurred when the company's equity was negative or when the company was insolvent. We cannot provide assurance that our current or former directors will not face such claims

• Covenant compliance. As of December 31, 2025, we are not in compliance with financial covenants under our HSBC Facility Agreement, and we are currently negotiating with HSBC. Under the terms of that facility, the outstanding amount of approximately €11.25 million may become due and payable in full upon an event of default. There can be no assurance that we will reach an agreement with HSBC on satisfactory terms, or that HSBC will not exercise remedies available to it under the facility agreement if the restructuring plan were not to be judicially approved.

• Supplier and trade creditor stress. Our trade payables increased from approximately €23.5 million as of December 31, 2024 to approximately €42.2 million as of December 31, 2025, reflecting extended payment terms and delayed payments to

• suppliers. If suppliers restrict our access to trade credit, demand prepayment, or reduce or eliminate supply relationships, our operations could be materially disrupted.

• Liquidity runway. Our cash and cash equivalents of €4.4 million as of December 31, 2025, together with the bridge loans entered into in April 2026, provide limited liquidity runway. Our ability to fund ongoing operations during the restructuring process is dependent on the continued cooperation of our lenders under the standstill and framework agreements and on the timely implementation of the Commercial Agreement. If the restructuring is delayed, we may not have sufficient liquidity to continue operations.

Our ongoing debt restructuring and acute financial difficulties may materially impair our commercial relationships with customers, suppliers, and partners.

The public nature of our debt restructuring process, including court filings in Spain and public disclosures regarding our going concern uncertainty, may cause material harm to our commercial relationships. Specifically:

• Customer concerns. Customers considering purchasing our EV charging products and services may be reluctant to enter into long-term relationships, purchase extended warranties, or rely on our software platforms if they have concerns about our continued viability. This is particularly relevant for our Wallbox Care program, software subscriptions, and long-term installation service agreements, where our ongoing operational support is a key component of the value proposition.
• Supplier and vendor risk. Key component suppliers and contract manufacturers may reduce credit terms, require prepayment, or prioritize other customers if they have concerns about our ability to pay. Given our dependence on a limited number of vendors and OEMs for critical components, any disruption in these relationships could materially impair our ability to manufacture and deliver products.
• Distribution partner risk. Our go-to-market strategy relies heavily on distributors, resellers, and installers. These partners may reduce their commitment to our products, increase focus on competing brands, or seek to renegotiate commercial terms if they have concerns about our financial stability.
• Talent retention. The uncertainty associated with our restructuring may make it more difficult to retain key employees and to recruit the skilled technical and commercial personnel necessary to execute our business plan. This risk is heightened given the significant workforce reductions we have implemented in recent years.
• Government and institutional partner risk. We have received significant government grants and are pursuing opportunities related to government-funded EV infrastructure programs. Government agencies and publicly funded counterparties may be restricted from entering into or maintaining agreements with companies undergoing restructuring proceedings, which could limit our access to these programs.

Risks Related to Our Business

We are an early stage company with a history of operating losses, and expect to incur significant expenses and continuing losses at least for the near and medium‑term.

We have a history of operating losses and negative operating cash flows. We incurred a net loss of €103.2 million and €151.8. million for the years ended December 31, 2025 and 2024, respectively. We believe we will continue to incur operating and net losses at least for the near and medium-term. A significant portion of our operating expenses are fixed. We anticipate that, due to, among other things, ongoing administrative expenses associated with our U.S. listing and related regulations and reporting requirements, we will operate at a loss for the near and medium‑term. Additional losses could impair our liquidity and may require us to raise additional capital or to curtail certain of our operations in an effort to preserve capital. Incurring additional losses could also erode investor’s confidence in our ability to manage our business effectively and result in a decline in the price of Shares. Even if we achieve profitability, there can be no assurance that we will be able to maintain profitability in the future. We may need to raise additional financing through loans, securities offerings or additional transactions in order to fund our ongoing operations. There is no assurance that we will be able to obtain such additional financing or that we will be able to obtain such additional financing on favorable terms if at all.

In addition to our operating losses, we have experienced two consecutive years of material asset impairment charges — €26,755 thousand in 2025 and €26,415 thousand in 2024. Our impairment testing discloses that any reasonable change in key assumptions for certain cash-generating units, including the Wallbox Europe CGU and the ABL CGU, would result in additional impairment charges. Given continued uncertainty in EV market conditions, potential further deterioration in our financial position, and changes in macroeconomic conditions

including interest rates (which affect our discount rate assumptions), additional significant impairment charges in future periods are reasonably possible and could further impair our equity position and results of operations.

Our growth and success is highly correlated with and thus dependent upon the continuing adoption of, and demand for EVs, as well as, availability of critical components needed for EVs and our products. Among other things, changes to fuel economy standards or the success of alternative fuels, or changes to rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging technology, may negatively impact the EV market and, thus, the demand for our products and services.

Our potential profitability and growth is highly dependent upon the continued adoption of EVs by consumers, businesses, and fleet operators continued support from regulatory programs and in each case, the use of our chargers and charging stations, any of which may not occur at the levels we currently anticipate or at all. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concern related to environmental issues, and governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown overall in recent years, there is no guarantee of continuing our sustained future demand, as seen with a slower market growth than expected initially, which impacted our results.

Residential, commercial and public charging may not develop as expected and may fail to attract projected market share of total EV charging. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, our growth would be reduced and our business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

• perceptions about EV features, quality, driver experience, safety, performance and cost;
• perceptions about the limited range over which EVs may be driven on a single battery charge and about availability and access to sufficient public EV charging stations;
• competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug‑in hybrid EVs and high fuel‑ economy internal combustion engine (“ICE”) vehicles;
• increases in fuel efficiency in legacy ICE and hybrid vehicles;
• volatility in the price of gasoline and diesel at the pump;
• EV supply chain disruptions including but not limited to availability of certain components (such as semiconductors, microchips and lithium), ability of EV OEMs to ramp‑up EV production, availability of batteries, and battery materials;
• concerns regarding the stability of the electrical grid;
• the decline of an EV battery’s ability to hold a charge over time;
• availability of service for EVs;
• consumers’ perception about the convenience, speed, and cost of EV charging;
• government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;
• political and social movements against EV adoption;
• relaxation of government mandates or quotas regarding the sale of EVs;
• the number, price and variety of EV models available for purchase;
• inflationary pressures on the cost of EVs and the cost of financing EV purchases; and
• concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline‑powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and our products and services in particular.

While many global OEMs and several new market entrants have announced plans for new EV models, the lineup of EV models, with increasing charging needs, expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient customer demand. In addition, market entrants in the EV market may not ultimately succeed, which could reduce market demand, and several startup EV makers have recently filed for bankruptcy. Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect our business, financial condition and operating results.

As regulatory initiatives have required an increase in the mileage capabilities of cars and consumption of renewable transportation fuels, such as ethanol and biodiesel, consumer acceptance of EVs and other alternative vehicles has been increasing. However, the EV fueling model is different from gasoline and other fuel models, requiring behavior changes and education of businesses, consumers, regulatory bodies, local utilities, and other stakeholders. Further developments in, and improvements in affordability of, alternative technologies, such as renewable diesel, biodiesel, ethanol, hydrogen fuel cells or compressed natural gas, proliferation of hybrid powertrains involving such alternative fuels, or improvements in the fuel economy of the ICE vehicles, whether as the result of regulation or otherwise, may materially and adversely affect demand for EVs and EV charging stations in some market verticals. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum‑based propulsion over others, which may not necessarily be EVs. Local jurisdictions may also impose restrictions on urban driving due to congestion, which may prioritize and accelerate micro mobility trends and slow EV adoption growth. If any of the above cause or contribute to automakers reducing the availability of EV models or cause or contribute to consumers or businesses to no longer purchase EVs or purchase fewer of them, it would materially and adversely affect our business, operating results, financial condition and prospects.

The U.S. federal government, European states and some state and local governments provided incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial and behavioral incentives, such as payments for regulatory credits. The EV market relies on governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations, and these incentives have been reducing over the past year. Early actions by the current U.S. administration indicate a potential departure from prior federal support for electric vehicles, including reconsideration of funding programs and national targets. Accordingly, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of administrative, regulatory, or legislative policy under the current or future U.S. administration. Any reduction in rebates, tax credits or other financial incentives could negatively affect the EV market and adversely impact our business operations, expansion potential and financial results.

Furthermore, new tariffs and policy incentives favoring equipment manufactured by or assembled at American factories, could put us at a competitive disadvantage if we are not able to develop our U.S. manufacturing capacity on the timelines we currently expect or at all, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminating our ability to apply or qualify for grants and other government incentives, or by disqualifying us from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by federal government agencies. Moreover, given the political nature of these policies and programs, a future U.S. administration or future governments in any of the jurisdictions that are material for our operations and business, could make policy or legislative changes that put us at competitive disadvantage, make it prohibitively costly or unattractive for us to pursue existing business initiatives, or negatively impact demand for our products and services.

Similarly, even if new legislation incentivizes EV adoption, we cannot predict what form such incentives may take at this time. If we are not eligible for grants or other incentives under such programs, while our competitors are, it may adversely affect our competitiveness or results of operation.

Political and economic uncertainty and macroeconomic factors could adversely affect our business, financial condition and results of operations.

Our operating results could be materially impacted by changes in the overall global macroeconomic environment and other economic factors that impact our cost structure and revenue results. Changes in economic conditions, including supply chain constraints, logistics challenges, labor shortages, and steps taken by governments and central banks, as well as other stimulus and spending programs, have, in the past, led to (and could, in the future, lead to) higher inflation, resulting in an increase in costs, currency volatility and changes in fiscal and monetary policy, including increased interest rates and reduced consumer spending. In a higher inflationary environment, we may be unable to raise the prices of our products and services sufficiently to keep up with the rate of inflation. Moreover, negative macroeconomic conditions such as evolving tariff policies, rising trade tensions—particularly between the U.S. and China—and increased scrutiny of imports from certain regions, may result in new or heightened tariffs, export controls, or other trade restrictions. Geopolitical instability (such as the ongoing conflict between Russia and Ukraine and the ongoing conflict in the Middle East) and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the U.S. and global financial markets that could adversely impact our ability to obtain

financing in the future on terms acceptable to us. These inflationary pressures and other negative macroeconomic conditions could impact our revenues and resulting margins and could have an adverse impact on results of operations and could cause the market value of our common shares to decline and adversely affect our financial condition, cash flows and results of operations.

Failure of banks or other financial institutions could adversely affect our cash, cash equivalents and investments and our business and financial condition may suffer as a result.

We maintain our cash at financial institutions, so if banks and financial institutions enter receivership or become insolvent in the future due to financial conditions affecting the banking system and financial markets, our ability to access our cash, cash equivalents and investments, including transferring funds, making payments or receiving funds, may be threatened and could have a material adverse effect on our business and financial condition.

If we fail to manage our organization effectively, our business, operating results and financial condition could be adversely affected.

In January 2023, we implemented cost‑saving initiatives that were maintained throughout 2024 and 2025 to better align our cost structure with the current demand environment. These cost-saving initiatives will continue through 2026. The main initiatives that we have implemented during this period have focused on workforce reduction and operational cost savings. These initiatives are subject to known and unknown risks and uncertainties, including whether we have targeted the appropriate areas of the business and at the appropriate scale. In addition, these cost‑saving initiatives could take more time and be more costly than anticipated and could place substantial demands on management, which could lead to the diversion of management’s attention from other business priorities. Any additional reduction in workforce may yield unintended consequences and costs, such as attrition beyond the intended reduction in workforce, the distraction of employees and reduced employee morale, which could, in turn, adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge or inefficiency during transitional periods. Any of these impacts could also adversely affect our reputation as an employer, make it more difficult for us to hire new employees in the future and increase the risk that we may not achieve the anticipated benefits.

As our business and company evolves, our information technology systems and our internal control over financial reporting and procedures may not be adequate to support our operations and may allow data security incidents that may interrupt business operations and allow third parties to obtain unauthorized access to business information or misappropriate funds. We may also face risks to the extent such third parties infiltrate the information technology infrastructure of our contractors.

To manage our operations and personnel, we will need to continue to improve our operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect our business performance and operating results. Our strategy is based on a combination of growth and maintenance of strong performance, and any inability to scale, maintain customer experience related to our charging products or charging stations may impact our growth trajectory and results of operations.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Estimates of future EV adoption, the total addressable market for our products and services and market opportunity estimates and growth forecasts, whether obtained from third‑party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so during periods of macroeconomic volatility, among other factors outside our control. Management’s estimates and forecasts relating to the size and expected growth of the target market, market demand and EV adoption may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity for public and residential charging or our market share related to that opportunity are difficult to predict. The estimated addressable market may not materialize in the timeframe of the projections, if ever, and, even if the markets meet the size estimates and growth estimates, our business could fail to grow at similar rates.

We currently face competition from a number of companies and expect to continue to face significant competition in our markets.

The EV charging market is relatively new, and we currently face competition from a number of EV charging companies and may face increasing competition from other competitors that may enter the space including but not limited to OEMs, utilities, tech companies, solar companies that branch into EV charging, and other new entrants. The principal competitive factors in the industry include consumer awareness and brand recognition of our residential charging products; technical features of chargers in respect of both hardware and software; relationships with localities and utilities; charger connectivity to EVs and ability to charge all standards; software‑enabled services offering and overall customer experience; brand, track record and reputation; access to component vendors and OEMs, service providers, installation professionals; and policy incentives and pricing.

We have varying levels of penetration in our markets and those markets are characterized by unique competitive dynamics. For example, the European EV charging market can be characterized as fragmented.

There are many small and local players, with only a limited number of parties having sufficient scale and funding to be competitive in the long term. From a competitive perspective, the North American market has high barriers to entry due to strict certification and validation requirements. Therefore, this market differs from Europe as the market is less fragmented. Similar to the European market, the APAC market can be characterized as a highly fragmented market with less than a handful of players that have gained significant scale in the industry. From a technology and pricing perspective, EV charging solutions in APAC are cost‑competitive as they can be manufactured at a lower cost point. Our growth in each of our markets requires differentiating ourselves as compared to our competition. If we are unable to penetrate, or further penetrate, the market in each of the geographies in which we operate or intend to operate, our future revenue growth and profits may be impacted. In addition, there are competitors, in particular those with limited funding, experience or commitment to quality assurance, which could cause poor experiences, hampering overall EV adoption or trust in any particular provider. Further, our current or potential competitors may be acquired by third parties with different commercial objectives and imperatives and greater available resources.

Additionally, future changes in charging preferences; the development of inductive EV charging capabilities; battery chemistries, ultralong‑range batteries or energy storage technologies, industry standards or applications; driver behavior or battery EV efficiency may develop in ways that limit our future share gains in certain high promising markets or slow the growth of our addressable market. We may face competition from other EV charging technologies, such as battery swapping technology or wireless / inductive charging, or technologies which may be developed in the future. Competitors may be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards or customer requirements, and may be better equipped to initiate or withstand substantial price competition.

The EV charging business may become more competitive, pressuring future increases in utilization and margins. Competition is still developing and is expected to increase as the number of EVs sold increases. New competitors or alliances may emerge in the future that secure greater market share, have proprietary technologies that drivers prefer, more effective marketing abilities and/or face different financial hurdles, which could put us at a competitive disadvantage.

Further, our current strategic initiatives may fail to result in a sustainable competitive advantage for us. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure or erode our market share. In light of these factors, current or potential customers may utilize charging services of competitors. If we fail to adapt to changing market conditions or continue to compete successfully with current charging product providers or new competitors, our growth will be inhibited, adversely affecting our business and results of operations.

A loss or disruption with respect to our supply or manufacturing partners could negatively affect our business.

We rely on a limited number of vendors and OEMs for manufacturing of components of our charging products which at this stage of the industry is unique to each supplier and thus singularly sourced with respect to components. This reliance on a limited number of vendors and OEMs increases our risks. In the event of production interruptions or supply chain disruptions including but not limited to availability of certain key components such as semiconductors, which have experienced supply shortages that have significantly affected the overall automotive industry, we may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring material additional costs and substantial delays. Thus, our business would be adversely affected if one or more of our vendors or OEMs is impacted by any interruption at a particular location. The lack of component parts and delays experienced by our vendors and OEMs have necessitated us having to seek other sources and increase our inventory of component parts.

As the demand for EV charging increases, vendors and OEMs may not be able to dedicate sufficient supply chain, production, or sales channel capacity to keep up with the required pace of charging product and infrastructure expansion. Global supply chains continue to experience a period of unprecedented disruption, in addition to which, as the EV market grows, the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers. If we or our suppliers experience a significant increase in demand, or if we need to replace an existing supplier, it may not be possible to supplement service or replace them on acceptable terms, which may undermine our ability to make sales and timely deliveries of chargers. For example, it may take a significant amount of time to identify a vendor that has the capability and resources to supply components in sufficient volume.

In addition, we conduct business in jurisdictions that have, or are considering adopting, supply chain regulations. Our adherence to any such regulations and efforts to mitigate risks associated with our supply chain is likely to increase our compliance costs. Additionally, our evaluation of suppliers' adherence to these regulations may be an extensive process and may not fully mitigate these risks. The thorough process of vetting vendors for their quality, reliability, and ethical standards also means that losing a key vendor or OEM could negatively impact our business and financial performance.

Further, should the U.S. Government require that charging equipment be manufactured in the U.S. in order to access federal financial support or secure contracts with the federal government, we may have to source components from alternative vendors or OEMs or work with current vendors and OEMs to develop additional manufacturing capacity in the U.S. to participate in the covered federal programs.

If we are unable to attract and retain key employees our ability to compete and successfully grow our business would be harmed.

We are dependent upon the efforts of certain key personnel. If we are unable to attract and retain key employees and hire qualified management, technical, engineering, sales and business development personnel, our ability to compete and successfully grow our business would be harmed. Furthermore, the loss of such key personnel could negatively impact the operations and financial results of our business.

From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives. We also do not maintain any key person life insurance policies.

To continue to execute our growth strategy, we also must attract and retain highly skilled personnel including, software engineers and other employees with the technical skills in design and engineering that will enable us to deliver quality EV charging products and energy management solutions. Competition is intense for qualified professionals. We may experience difficulty in hiring and retaining highly skilled personnel with appropriate qualifications. The pool of qualified personnel with experience working in our market is limited overall. In addition, many of the companies with which we compete for experienced personnel have greater resources.

Volatility in the price of shares may, therefore, negatively impact our ability to attract or retain highly skilled personnel. Further, the requirement to expense stock options and other equity‑based compensation may discourage us from granting the size or type of stock option or equity awards that job candidates require to join us. Failure to attract new personnel or failure to retain and motivate our current personnel, could harm our business.

These risks are significantly heightened in our current circumstances. Our ongoing debt restructuring, repeated workforce reductions, and the public uncertainty about our financial condition make it substantially more difficult to retain key personnel and attract new talent. We reduced our year-end employee headcount by approximately 34% in 2025 alone, and further reductions are planned for 2026. The loss of key engineers, product development staff, and commercial personnel in connection with these reductions may have impaired our competitive capabilities in ways that are difficult to fully assess or recover from. In addition, the reductions in share-based compensation expense and the significant decline in our share price substantially reduce the value of equity-based incentive compensation, limiting our ability to use this tool to retain and motivate key employees. We have also experienced turnover at the Chief Financial Officer level, with our CFO stepping down effective January 7, 2026, which adds execution risk during a period when our financial management capabilities are most critical.

Our customers are not under long‑term contract and our customer orders may fluctuate.

We do not have commitments greater than one year from any of our customers, and we may not be able to retain customers or attract new customers that provide us with revenue that is comparable to the revenue generated by any customers we may lose. The duration of the contracts we do have with our distribution partners is typically one year and such contracts may contain termination clauses and do not provide for minimum volumes or other commitments to purchase our chargers. Because our customers do not have long‑term contracts, it may be difficult for us to accurately predict future revenue streams. We cannot provide assurance that current customers will continue to use our products or services or that we will be able to replace departing customers with new customers that provide us with comparable revenue. We have also experienced customer concentration in the past, with Iberdrola representing 4.9% for the year ended December 31, 2023, 3.7% for the year ended December 31, 2024 and 6.3% for the year ended December 31, 2025. In 2025, Iberdrola surpassed Free2Move, which represented 3.4% of our revenues in 2025. The loss of a key customer, including but not limited to Iberdrola or Free2Move, could have a material impact on our business.

We expect to expend resources to maintain consumer awareness of our brands, build brand loyalty and generate interest in our products. Failure to effectively expand our sales and marketing capabilities could harm our ability to increase or maintain our customer base and achieve broader market acceptance of our products.

Our ability to grow our customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities, which will require significant investment. We had €3.0 million, €4.8 million and €10.4 million in marketing expenses in each of the years ended December 31, 2025, 2024 and 2023, respectively, and although we're currently under a cost reduction policy, we expect to expend more resources in the future in order to build consumer awareness of our brands. We rely on our business development, sales and marketing teams to obtain new customers and grow our retail business. We plan to continue to expand in these functional areas but we may not be able to recruit and hire a sufficient number of competent personnel with requisite skills, technical expertise and experience, which may adversely affect our ability to

expand our sales capabilities. The hiring process can be costly and time‑consuming, and new employees may require significant training and time before they achieve full productivity. Recent hires and planned hires may not become as productive as quickly as anticipated, and we may be unable to hire or retain sufficient numbers of qualified individuals. Our ability to achieve significant revenue growth in the future will depend, in large part, on our success in recruiting, training, incentivizing and retaining a sufficient number of qualified personnel attaining desired productivity levels within a reasonable time. Our business will be harmed if investment in personnel related to business development and related company activities does not generate a significant increase in revenue.

We rely on third‑parties that we do not control for many aspects of our business, marketing and distribution channels, and our failure to manage and maintain relationships with such third‑parties, or any failure by such third‑parties to promote or maintain the brand and quality of our products, could harm our brand, reputation and adversely affect our business. Furthermore, we are dependent on third parties for installations, which are subject to risks associated with cost overruns and delays. Third parties may improperly install our products, which may result in additional costs to us and may adversely affect our brand, reputation and business.

We sell our EV charging solutions through various channels. We have built and maintain an ecosystem of partner channels including, installers, resellers and value‑ add distributors. We provide marketing materials, training and support to our partners to improve sales and enters into contracts with such parties governing certain aspects of their conduct; however, we do not ultimately control such parties. Our failure to manage and maintain relationships with such third‑parties, or any failure by such third‑parties to promote or maintain the brand and quality of our products, could harm our brand, reputation and adversely affect our business.

Additionally, outside of the installation services our subsidiary Coil provides in North America, we do not typically install our charging products or charging stations. We offer installation service through our certified installer network that are intended to ensure installation according to local governmental and industrial standards; however, these installation services are often offered through third parties that we do not control. The installation of charging products, particularly our charging stations, is generally subject to oversight and regulation in accordance with state and local laws and ordinances. Installations are subject to risks associated with cost overruns and delays. Third parties may improperly install our products, which may damage or break our products and give the end‑user the perception the product is faulty and may adversely affect our brand, reputation and business.

Our business model is predicated on the presence of qualified and capable installation professionals in the new markets it intends to enter. There is no guarantee that there will be an adequate supply of such partners.

A shortage in the number of qualified contractors may impact the viability of the business plan, increase risks around the quality of works performed and increase costs if outside contractors are brought into a new market.

Negative publicity or product quality issues, whether real or perceived, could tarnish our reputation and our brand image. Failure to maintain, enhance and protect our brand image could have a material adverse effect on our results of operations. In addition, any failure to meet customer specifications could result in reduced net sales and income.

We are dependent on consumer adoption of our products. If we do not continue to offer a high quality product and user experience, our business, brand and reputation will suffer.

A failure or inability by us to meet customer specifications or consumer expectations could damage our reputation and adversely affect our ability to attract new business and result in delayed or lost sales. Our ability to create, maintain, enhance and protect our brand image and reputation and consumers’ connection to our brand depends in part on our design and marketing efforts. Negative publicity or product quality issues, whether real or perceived, could tarnish our reputation and brand image. Failure to maintain, enhance and protect our brand image could have a material adverse effect on our results of operations. In addition, any failure to meet customer specifications could result in reduced revenues and increased net losses.

Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm our business.

Computer malware, viruses, physical or electronic break‑ins and similar disruptions could lead to interruption and delays in our services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing attacks or denial of service, against online networks have become more prevalent and may occur on our systems. Any attempts by cyber attackers to disrupt our services or systems, if successful, could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage our reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber‑attacks. Even with the security measures we have implemented, our facilities and systems, and those of our third‑party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism, or other events. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to our third‑party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers, even if such actions do not result in any actual security breach or loss of data.

There are several factors ranging from human error to data corruption that could materially impact the efficacy of any processes and procedures designed to enable us to recover from a disaster or catastrophe, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber‑attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect our business and financial results.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

Growing our customer base depends upon the effective operation of our mobile applications with mobile operating systems, networks and standards that are beyond our control.

We are dependent on the interoperability of our mobile applications with mobile operating systems that we do not control, such as Google’s Android and Apple’s iOS, and any changes in such systems that degrade our products’ functionality or give preferential treatment to competitive products could adversely affect the usage of our applications on mobile devices. Additionally, in order to deliver high quality mobile products, it is important that our products work well with a range of mobile technologies, systems, networks and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards.

In addition, a portion of our software platform depends on our interest in and partnership with Electromaps, S.L. an electromobility and EV charging management platform (“Electromaps”). We are dependent on Electromaps for a portion of our revenues and to build consumer awareness of our brand and products. Widespread adoption of charging payment mobile platforms or other charging solutions as a competitor with, or an alternative to, Electromaps may negatively impact its business, operating results and financial condition. In order to execute on its business model, Electromaps will need to develop a network of operators of charging stations with integrated payment infrastructure and generate sufficient downloads of its mobile application to take advantage of network effects.

Disruption of operations, including as a result of natural disasters, at our manufacturing sites or those of third‑party suppliers could prevent us from filling customer orders on a timely basis and adversely affect our reputation and results of operations.

Events beyond our control could have an adverse effect on our business, financial condition, results of operations and cash flows. Disruption to our platform resulting from natural disasters, atmospheric changes and extreme weather events (whether as a result of climate change or otherwise), including fires, floods, droughts, storms, extreme temperatures, sea level rise and earthquakes, as well as other events such as political events, war, terrorism, pandemics, or other events could impair our ability to continue to provide our products and services. Similarly, disruptions in the operations of our key third‑parties, such as data centers, servers or other technology providers, could have a material adverse effect on our business. If any of these events were to occur, our business, results of operations, or financial condition could be adversely affected.

Our business is significantly dependent on our ability to meet labor needs, and we may be subject to work stoppages at our facilities or at the facilities of our supply and manufacturing partners, which could negatively impact the profitability of our business.

The success of our business depends significantly on our ability to hire and retain quality employees, including at our manufacturing and distribution facilities, many of whom are skilled. We may be unable to meet our labor needs and control our costs due to external factors such as the availability of a sufficient number of qualified persons in the workforce of the markets in which we operate, unemployment levels, demand for certain labor expertise, prevailing wage rates, wage inflation, changing demographics, health and other insurance costs, adoption of new or revised employment and labor laws and regulations, and the impacts of man‑made or natural disasters, atmospheric changes and extreme weather events, including as a result of climate change, and health pandemics. Should we fail to increase our wages competitively in response to increasing wage rates, the quality of our workforce could decline. Any increase in the cost of labor could have an adverse effect on our operating costs, financial condition and results of operations. If we are unable to hire and retain skilled employees, our business could be materially adversely affected.

If our employees or the employees of our manufacturing and supply partners were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations, which could interfere with our ability to deliver products on a timely basis and could have other negative effects, such as decreased productivity and increased labor costs. Any interruption in the delivery of our products could reduce demand for our products and could have a material adverse effect on our Company.

We may have to initiate product recalls or withdrawals or may be subject to litigation or regulatory enforcement actions and/or incur material product liability claims, which could increase our costs and harm our brand, reputation and adversely affect our business.

As a manufacturer, marketer and retailer, we may initiate product recalls or withdrawals, or may be subject to seizures, product liability or other litigation claims and adverse public relations if our products are defective or alleged to cause injury, or if we are alleged to have violated governmental regulations in the manufacture, sale or distribution of any products, whether caused by us or someone in our

manufacturing or supply chain. We also offer warranties on many of our products which may result in additional payments in the future if our products prove to be defective.

A product recall, withdrawal or seizure could result in destruction of product inventory and inventory write‑off, negative publicity, temporary facility closings for us or our contract manufacturers or OEMs, supply chain interruption, fines, substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a product recall, withdrawal or seizure may require significant management attention. Product recalls may materially and adversely affect consumer confidence in our brands, hurt the value of our brands and lead to decreased demand for our products and decline in price charged for our products. Product recalls, withdrawals or seizures also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may be subject to various product liability claims, particularly as we expand in the United States. Any such product liability claims may also include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability, or a breach of warranties. Claims could also be asserted under state consumer protection laws. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our existing products. Even successful defense would require significant financial and management resources. In addition, our inability to obtain or maintain sufficient insurance coverage at an acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the development and commercial production and sale of our products, which could adversely affect our business, financial condition, results of operations, and prospects.

We are subject to extensive environmental, health and safety laws and regulations which, if not met, could have a material adverse effect on our business, financial condition and results of operations.

We and our operations, as well as those of our contractors, suppliers, and customers, are subject to certain environmental laws and regulations, including laws related to the use, handling, storage, transportation, and disposal of hazardous substances and wastes as well as electronic wastes and hardware, whether hazardous or not. These laws may require us or others in our value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on our operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for our operations or on a timeline that meets our commercial obligations, it may adversely impact our business.

Throughout the world, electrical appliances are subject to various mandatory and voluntary standards, including requirements in some jurisdictions, including the United States, that products be listed by Underwriters’ Laboratories, Inc. or other similar recognized laboratories. In the United States, we are required to undergo certification and testing of compliance with UL standards, as well as other national and industry specific standards. We endeavor to have our products designed to meet the certification requirements of, and to be certified in, each of the jurisdictions in which they are sold. Compliance with such certifications could be costly and if we or our products were to fail to comply with any such certifications, we could be limited in our ability to sell and market our products, which would have a material adverse effect on our business financial condition and results of operations.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub‑national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions and delays in connection with our operations as well as other future projects, the extent of which cannot be predicted. For example, California has adopted and continues to enforce more stringent regulations relating to EV charging, and, beginning in 2023, the U.S. Department of Transportation and the U.S. Department of Energy introduced minimum technical standards and domestic content (“Buy America”) requirements for EV chargers funded under certain U.S. federal programs.

Further, we currently rely on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non‑hazardous wastes. We generally do not manufacture the components of our charging products. Rather, our employees and contractors engage in assembly of charging products at our facilities primarily using components manufactured by OEMs. Nonetheless, any failure to properly handle or dispose of wastes, regardless of whether such failure is our or our contractors, may result in liability under environmental laws in the United States, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and state analogs, under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean‑up of contaminated sites, as well as impacts to human health and damages to natural resources. We may also generate or dispose of solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”), and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of our chargers may be excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, we may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or our ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect our operating expenses.

Additionally, we may not be able to secure contracts with third parties to continue their key supply chain and disposal services for our business, which may result in increased costs for compliance with environmental laws and regulations.

We have a significant presence in international markets and plan to continue to expand our international operations, which exposes us to a number of risks that could affect our future growth.

Expansion in existing or new international markets requires additional management attention and resources in order to tailor our solutions to the unique aspects of each country. In addition, we face the following additional risks associated with our expansion into international locations:

• challenges caused by distance, language and cultural differences;
• longer payment cycles in some countries;
• credit risk and higher levels of payment fraud;
• compliance with applicable foreign laws and regulations, including laws and regulations with respect to privacy, consumer protection, spam and content, and the risk of penalties to our customers and individual members of management if our practices are deemed to be non-compliant;
• compliance with changing energy, electrical, and power regulations;
• compliance with new or changed climate, sustainability or other similar foreign regulations;
• unique or different market dynamics or business practices;
• currency exchange rate fluctuations;
• foreign exchange controls;
• political and economic instability;
• export restrictions;
• potentially adverse tax consequences; and
• higher costs associated with doing business internationally.

These risks could harm our international expansion efforts, which could have a materially adverse effect on our business, financial condition or results of operations.

We are susceptible to risks associated with an increased focus by stakeholders and regulators on environmental and social matters, including climate change, which may adversely affect our business and results of operations.

Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure in the United States and elsewhere, have the potential to disrupt our business and those of our third-party suppliers, and customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations or provide services.

There are also increasing regulatory expectations on certain environmental, social and governance-related matters, which will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. For example, in several jurisdictions, we are subject to sustainability-related regulation with respect to our operations and our supply chain, and this may increase our costs or negatively impact our sourcing options. Further, there is an increased focus, including by governmental and nongovernmental organizations, investors, customers, and other stakeholders, on certain environmental and social matters, including increased pressure to expand disclosures related to the physical and transition risks related to climate change or to establish sustainability goals, such as the reduction of greenhouse gas emissions, as well as on gender diversity, all of which could expose us to market, operational and execution costs or risks. Our inability to comply with these and other sustainability requirements in the future could adversely affect sales of and demand for our products and services.

On January 5 2023, Directive (EU) 2022/2464 (the “CSRD”) entered into force introducing extensive sustainability reporting obligations.

Certain of our existing environmental and sustainability initiatives may be costly and may not have the desired effect, and many of our environmental and sustainability-related actions, statements and commitments are based on expectations, assumptions, or third-party information that we currently believe to be reasonable but which may subsequently be determined to be erroneous or not in keeping with best practice. We may also be unable to complete certain initiatives or targets, either on timelines/costs initially anticipated or at all. If we fail to, or are perceived to fail to, comply with or advance certain environmental and sustainability initiatives (including the manner in which we complete such initiatives), we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary. Additionally, certain of our customers, business partners, and suppliers may be subject to the issues and expectations identified in this risk factor, which may augment or create additional risks, including risks that may not be known to us.

We have a history of significant operating losses, our auditors have expressed substantial doubt about our ability to continue as a going concern, and there is no assurance that our restructuring plan will be successfully implemented or that we will be able to continue operating.

We have incurred recurring losses from operations since inception. We incurred net losses of €103.2 million and €151.8 million for the years ended December 31, 2025 and 2024, respectively, and have an accumulated deficit and capital reduction reserves for a negative net amount of €131,886 thousand as of December 31, 2025. We had negative total equity of €(31,461) thousand as of December 31, 2025, and cash and cash equivalents of only €4,446 thousand.

The report of our independent registered public accounting firm for the year ended December 31, 2025 contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. This doubt arises from our recurring losses from operations and the inherent uncertainty in relation to the achievement of forecasted operating cash flows, our ability to raise additional capital, and the successful implementation of our debt restructuring process, including judicial approval of the Spanish restructuring plan.

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will continue to operate for a period of at least twelve months from the issuance date of these financial statements. However, the going concern basis of preparation is dependent on the successful implementation of the restructuring described in this Annual Report, including judicial approval of the Spanish restructuring plan, completion of the €10.6 million equity raise, and achievement of financial forecasts that involve significant assumptions and uncertainties. If any of these conditions are not met, the going concern basis of preparation may no longer be appropriate, and our financial statements may need to be prepared on a different basis, which could result in material adjustments to the carrying value of our assets and liabilities.

Even if the restructuring is successfully implemented, there can be no assurance that we will achieve the revenue growth, margin improvements, and cost reductions required by our business plan, or that we will be able to service our restructured debt obligations from operating cash flows. Additional losses could further impair our liquidity and may require us to seek additional capital or further restructuring on terms that may not be available or may be highly dilutive to existing shareholders.

Investors should read this risk factor in conjunction with the more detailed discussion of our restructuring process and going concern assessment in Item 5, "Operating and Financial Review and Prospects," Note 2 to our consolidated financial statements, and the risk factors regarding our debt restructuring set forth above.

We have acquired businesses and may acquire other businesses and/or companies, which could require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our results of operations.

As part of our business strategy, we have made and may make future investments in or acquisitions of complementary companies, products or technologies. These activities involve significant risks to our business. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete acquisitions, they may not ultimately strengthen our competitive position. Any acquisitions we complete could be viewed negatively by our partners and clients, which could have an adverse impact on our business. In addition, if we are unsuccessful at integrating employees or technologies acquired, our financial condition and results of operations, including revenue growth, could be adversely affected. Any acquisition and subsequent integration will require significant time and resources. We may not be able to successfully evaluate and use the acquired technology or employees, or otherwise manage the acquisition and integration processes successfully. As such, we cannot assure you that our investments in acquired businesses will be successful or that such endeavors will result in the realization of the synergies, cost savings and innovation that may be possible within a reasonable period of time, if at all. We will be required to pay cash, incur debt and/or issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition or result in dilution to shareholders of the Shares. Our use of cash to pay for acquisitions would limit other potential uses of our cash, including investments in sales and marketing and product development organizations, and in infrastructure to support scalability. The issuance or sale of equity or convertible debt securities to finance any such acquisitions would result in dilution to shareholders. If we incur debt, it would result in increased fixed obligations and could also impose covenants or other restrictions that could impede our ability to manage our operations.

Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our shareholders.

We have outstanding indebtedness and the ability to incur more debt. As of December 31, 2025, our total loans and borrowings was €164.7 million, including €5.2 million outstanding under our loan agreement with Banco Santander, S.A. from April 2021 (as described below), €19.4 million outstanding under the BBVA Facility Agreement (as defined below) for a term loan commitment, €14.9 million under the loan agreement with Banco Santander, S.A. from December 2022 (as described below), €32.8 million under the October 2023 Facility Agreements (as defined below), €11.25 million under the HSBC Facility Agreement from March 22, 2024 (as described below) and working capital lines amounting to €58.8 million. As of December 31, 2025, we are not in compliance with the financial covenants under our HSBC Facility Agreement, and we are currently in negotiations with HSBC regarding this default. Under the terms of that facility, the outstanding amounts may become immediately due and payable in full upon an event of default. There can be no assurance that we will reach a satisfactory agreement with HSBC, that HSBC will not exercise remedies available to it under the facility agreement, or that an acceleration of the HSBC Facility would not trigger cross-default or cross-acceleration provisions under our other debt instruments. Some of these loan agreements require that we comply with various affirmative and negative covenants. Refer to Item 5, “Operating and Financial Review and Prospects—Recent Transactions.”

In addition to the HSBC covenant default described above, our ability to service our existing indebtedness without facing creditor enforcement actions is currently dependent on the standstill agreement (the "SS Agreement") we entered into with the majority of our banking pool on October 9, 2025, which has been extended multiple times and runs through March 31, 2026. The SS Agreement temporarily suspends payments of principal and interest and provides a framework for implementing our long-term capital structure solution. There can be no assurance that the SS Agreement will be further extended if needed, and the expiration of the SS Agreement without a concluded restructuring could result in immediate creditor enforcement actions against us.

The restrictions under our indebtedness may prevent us from engaging in certain transactions which might otherwise be considered beneficial to us and could have other important consequences to unitholders. For example, they could increase our vulnerability to general adverse economic and industry conditions, limit our ability to make distributions; to fund future working capital, capital expenditures and other general partnership requirements; to engage in future acquisitions, construction or development activities; to access capital markets (debt and equity); or to otherwise fully realize the value of our assets and opportunities because of the need to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness or to comply with any restrictive terms of our indebtedness; limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate; and place us at a competitive disadvantage as compared to our competitors that have less debt.

These risks are materially heightened in our current circumstances. As described in more detail in Item 5, "Operating and Financial Review and Prospects," and in the risk factors under "Risks Related to Our Financial Condition, Liquidity and Ongoing Restructuring" above, we are currently pursuing a debt restructuring that is subject to significant uncertainties, including judicial approval of a Spanish restructuring plan. If our restructuring is completed as contemplated, we will emerge with a still-substantial debt burden, the terms of which include:

• A €57.6 million syndicated term loan with a back-loaded amortization schedule beginning with limited quarterly payments in Q3 2026 and scaling gradually through 2030;
• A €69.1 million bullet instrument maturing in December 2030 with payment-in-kind ("PIK") interest that will compound our debt burden throughout the term, even though it preserves near-term cash; and
• A €42.8 million syndicated working capital line maturing in December 2028, with two successive automatic 12-month extensions.

The PIK instrument in particular creates a risk that, even if we successfully implement the restructuring and execute our business plan, we may be unable to refinance or repay the bullet instrument at maturity in December 2030, particularly if market conditions or our financial performance at that time are unfavorable. Additionally, the back-loaded amortization on the term loan means that our debt service obligations will increase over time, requiring us to generate substantially greater cash flows in later years of the plan than in the near term.

We may incur additional indebtedness (public or private) in the future under our existing agreements, by issuing debt instruments, under new credit agreements, under joint venture credit agreements, under new credit agreements of our unrestricted subsidiaries, under finance leases or synthetic leases, or a combination of any of these. However, our ability to incur additional indebtedness is significantly constrained by our current financial condition, the terms of the Commercial Agreement, and the covenants in our existing and restructured debt instruments. Failure to comply with the terms and conditions of any existing or future indebtedness would constitute an event of default. If an event of default occurs, the lenders or noteholders will have the right to accelerate the maturity of such indebtedness and foreclose upon the collateral, if any, securing that indebtedness. Given our limited cash resources and negative equity position, any such acceleration would likely have a material adverse effect on our ability to continue as a going concern.

In addition, from time to time, some of our subsidiaries for which we may act as guarantor may have substantial indebtedness, which will include affirmative and negative covenants and other provisions that limit their freedom to conduct certain operations, events of default, prepayment and other customary terms.

Our results of operations may fluctuate.

Our results may fluctuate in the future due to a variety of factors, many of which are beyond our control. In addition to the other risks described herein, our results of operations to fluctuate due to, including but limitation:

• the timing and volume of new sales;
• fluctuations in costs;
• the timing of new product rollouts;
• weaker than anticipated demand for charging products and stations, whether due to changes in government incentives and policies or due to other conditions;
• fluctuations in sales and marketing, business development or research and development expenses;
• supply chain interruptions and manufacturing or delivery delays;
• the timing and availability of new products relative to customers’ and investors’ expectations;
• the impact of health pandemics on our workforce, or those of our customers, suppliers, vendors or business partners;
• disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel;
• unanticipated changes in federal, state, local, or foreign government incentive programs, which can affect demand for EVs;
• seasonal fluctuations in EV purchases;
• fluctuations in currency exchange rates;
• difficulties in developing effective marketing campaigns in unfamiliar international markets;
• political, social, and economic instability, terrorist attacks, and security concerns in general; and
• credit market crises or other adverse market conditions or macroeconomic factors.
• the technology used, the ability to keep up with advancements, and the obsolescence of the technologies.

Fluctuations in operating results and cash flow could, among other things, give rise to short‑term liquidity issues. In addition, revenue, and other operating results may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of Class A Shares.

Exchange rate fluctuations between the Euro and other currencies may negatively affect our earnings.

We currently have sales denominated in currencies other than the Euro. Fluctuations in the exchange rates of these foreign currencies has had and in the future could have a negative impact on our business, financial condition and results of operations. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. In addition, those activities may be limited in the protection they provide us from foreign currency fluctuations and can themselves result in losses.

We and our subsidiaries may be significantly impacted by changes in tax laws and regulations or their interpretation.

Governments in the various jurisdictions in which we and our subsidiaries are established and/ or operate continue to review, reform and modify tax laws, regulations, treaties, interpretations, policy initiatives and tax authority practices, and how we are treated for tax purposes is subject to changes. We are unable to predict whether a tax reform may be proposed or enacted in the future (including with retroactive effect)

or whether such changes would have a significant impact on our business, but such changes could result in material changes to the taxes that we are required to provide for and pay in various jurisdictions.

When tax laws and regulations change, or when new tax laws and regulations are introduced and implemented, such changes or new laws and regulations may be unclear in certain respects and could be subject to further potential amendments and technical corrections, and may be subject to interpretations and implementing regulations by the relevant governmental authorities, any of which could mitigate or increase certain adverse effects of the tax changes or of the new tax laws and regulations. Existing tax laws and regulations could also be interpreted or applied in a manner adverse to us or our subsidiaries.

We have incurred and are likely to continue incurring significant tax losses, the use of which may be limited under Spanish and other tax laws, and may be further limited in the future in case of changes in the applicable tax laws or their interpretation by the competent tax authorities. Similarly, we expect to obtain future tax savings from tax credits generated in Spain and in other jurisdictions in which we operate, and such tax losses and credits may eventually be rendered unavailable should a change in tax laws (or in their interpretation) take place. In particular, we are entitled to a significant amount of tax credits with respect to R&D costs under Spanish tax laws. We expect to be able to use such R&D tax credits in future fiscal years to reduce our cash tax liabilities. If the Spanish tax laws and regulations with respect to such R&D credits change in a manner that is detrimental to our position (e.g. by limiting the amount of tax credits that may be applied in a given fiscal year, by amending the criteria currently used to assess the amount of tax credits that may be claimed, or even by derogating the current tax regime), our overall tax expenses may increase. Any increase in our tax expenses due to a forfeiture, limitation or non‑availability of tax losses and credits could have a material and adverse effect on our financial condition and results of operations.

We may also be subject to reviews or audits by tax authorities in the various jurisdictions in which we operate, and although we believe our tax estimates are reasonable, if the applicable taxing authorities disagree with the positions taken on our tax returns or if they deem us not be otherwise compliant with all applicable tax laws and regulations, tax authorities may carry out enforcement actions against us. Enforcement actions may be administrative, civil or criminal in nature, and could result in litigation, payments of additional taxes, penalties, interest or other sanctions. Any such non‑compliance with applicable tax laws and regulations and their consequences to us may impact our operations, or even our ability to operate in such jurisdictions, and may adversely affect our business, prospects, financial condition and results of operations.

We are subject to the FCPA and other anti‑corruption laws, as well as export control laws, import and customs laws, trade and economic sanctions laws and other laws governing our international operations.

We are subject to the FCPA and other anti‑bribery laws in countries where we conduct activities, including the U.K. Bribery Act 2010 (“Bribery Act”). These laws generally prohibit companies their employees, and third‑party intermediaries acting on their behalf from promising, authorizing, offering, or providing, directly or indirectly, improper payments of anything of value to government officials, political parties, and private‑sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any improper advantage. In addition, the FCPA requires U.S. issuers to maintain books and records that accurately and fairly represent their transactions and to implement a system of internal accounting controls. Other anti‑corruption laws, including the Bribery Act, prohibit commercial bribery of private parties as well as the acceptance of bribes. We operate a global business and may have direct or indirect interactions with officials and employees of government agencies or state‑owned or government controlled entities, including in jurisdictions that pose a heightened risk of anti‑corruption violations, and we may participate in relationships with third parties whose conduct could potentially subject us to liability under the FCPA other anti‑corruption laws, even if we do not explicitly authorize or have actual knowledge of such activities.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the U.S., U.K. and authorities in the European Union and its member states, including applicable export control regulations, economic sanctions and embargoes on certain countries, regions, and persons, import and customs requirements, collectively referred to as the Trade Control laws. Trade Control Laws are often the subject of frequent change and compliance with these laws regarding the import and export of our products may create delays in the introduction of our products in international markets, and, in some cases, prevent the export of our products to some countries altogether.

We have policies and procedures designed to promote compliance with anti‑bribery and Trade Control Laws. However, we cannot provide assurance that our internal controls and compliance systems will always protect us from liability for acts committed by employees, agents or business partners. If we are not in compliance these laws, we may be subject to criminal and civil fines and penalties, disgorgement, injunctions, debarment from government contracts, collateral litigation, as well as other sanctions and remedial measures. These consequences could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of potential violations of these laws could also have an adverse impact on our reputation, our business, results of operations and financial condition. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Increases in component costs, shipping costs, long lead times, supply shortages, and supply changes has disrupted and could in the future disrupt our supply chain and factors such as wage rate increases, inflation and interest rate increases can have a material adverse effect on our business, results of operations, financial condition and prospects.

Meeting customer demand partially depends on our ability to obtain timely and adequate delivery of components for our products. We are subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in design, quantities, and delivery schedules. Our ability to meet demand has been, and may in the future be, impacted by our reliance on the availability of components from these suppliers. We may experience component shortages, and the predictability of the availability of these components may be limited, which may be heightened during periods of health pandemics or geopolitical conflict. In the event of a component shortage or supply interruption from suppliers of these components, we may not be able to develop alternate sources in a timely manner. Developing alternate sources of supply for these components may be time‑consuming, difficult, and costly and we may not be able to source these components on terms that are acceptable to us, or at all, which may undermine our ability to fill our orders in a timely manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to timely ship our products to our customers. Moreover, volatile economic conditions may make it more likely that our suppliers and logistics providers may be unable to timely deliver supplies, or at all, and there is no guarantee that we will be able to timely locate alternative suppliers of comparable quality at an acceptable price. In addition, international supply chains may be impacted by events outside of our control and limit our ability to procure timely delivery of supplies or finished goods and services. We have seen, and may continue to see, increased congestion at ports that we rely on for our business. In many cases, we have had to secure alternative transportation, or use alternative routes, at increased costs to run our supply chain.

The global economy has recently experienced a period of high inflationary pressures; however, these pressures have begun to ease in 2025. While hostilities in Ukraine or the Middle East could still create some inflationary effects, the overall impact on fuel costs and global supply chains has moderated. In the past, we have been affected by inflation and we may still face adverse impacts if costs for supplies, materials and labor rise again. Additionally, inflation is often accompanied by higher interest rates, which may reduce the consumer or commercial demand for our products, increase the borrowing cost of EVs for consumers, or increase our financing costs. In an inflationary environment, depending on other economic conditions, we may be unable to raise prices enough to keep up with the rate of inflation, which would reduce our profit margin. Increases in the prices of components could negatively affect our margins. Changes in prices are dependent on a number of factors beyond our control, including macroeconomic factors that may affect commodity prices; changes in supply and demand; general economic conditions; significant political events; labor costs; competition; import duties, tariffs, anti‑dumping duties and other similar costs; currency exchange rates and government regulation; and events such as natural disasters and widespread outbreaks of infectious diseases and health pandemics. If we are unable to increase our prices or experience a delay in our ability to increase our prices or to recover such increases in our costs, our business, financial condition and results of operations could be harmed.

Risks Related to Our Technology, Intellectual Property and Infrastructure

We may need to defend against intellectual property infringement or misappropriation claims, which may be time‑consuming and expensive, and our business could be adversely affected.

From time to time, the holders of intellectual property rights may assert their rights and urge us to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that we will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, we may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase our operating expenses. In addition, if we are determined to have or believe there is a high likelihood that we have infringed upon or misappropriated a third party’s intellectual property rights, we may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services we offers, to pay substantial damages and/or royalties, to redesign our products and services, and/or to establish and maintain alternative branding. In addition, to the extent that our customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to our products and services, we may be required to indemnify such customers and business partners. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Even if we are not a party to any litigation between a customer or business partner and a third party relating to infringement by our products, an adverse outcome in any such litigation could make it more difficult for us to defend our products against intellectual property infringement claims in any subsequent litigation in which we are a named party. If we were required to take one or more such actions, our business, prospects, brand, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity, reputational harm and diversion of resources and management attention.

The increasing adoption of artificial intelligence in our operations presents potential risks, and failure to effectively implement AI could negatively impact our business, financial condition, and operating results.

We are actively assessing the potential integration of artificial intelligence (AI) into our platforms, products, and services while monitoring developments in this rapidly evolving field. However, AI presents a range of challenges, uncertainties, and potential unintended consequences that may affect our ability to adopt and leverage these technologies effectively. Any future implementation of AI may require additional resources, and there is no guarantee that such efforts will deliver meaningful benefits.

The evolving nature of AI, combined with rapid technological advancements and increasing competition, creates uncertainty about how these technologies may impact our industry. Competitors may develop more advanced, efficient, or cost-effective AI-driven solutions, which could affect our market position. Additionally, AI-related regulatory frameworks are still emerging, and new laws or compliance requirements could impose operational constraints, increase costs, or require changes to how AI is utilized. The long-term impact of these regulatory shifts remains uncertain and could influence our strategic decisions.

Furthermore, we may rely on third-party providers that incorporate AI into their products and services, which could limit our oversight and control over these technologies. AI models, whether developed by third parties or potentially adopted in the future, could be subject to errors, biases, or security vulnerabilities, leading to flawed decision-making, operational disruptions, or reputational risks.

Any of these factors, whether related to AI adoption, third-party dependencies, or regulatory developments, could materially and adversely affect our business, financial condition, and operating results.

Our business may be adversely affected if we are unable to obtain patents or otherwise protect our technology and intellectual property from unauthorized use by third parties.

Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on, and plan to continue relying on, a combination of trade secrets (including know‑how), employee and third‑party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, our technology. Failure to adequately protect our technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in revenue which would adversely affect our business, prospects, financial condition and operating results.

The measures we take to protect our technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

• the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights;
• the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable;
• current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software;
• know‑how and other proprietary information we purport to hold as a trade secret may not qualify as a trade secret under applicable laws; and
• proprietary designs and technology embodied in our products may be discoverable by third parties through means that do not constitute violations of applicable laws.

Intellectual property and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of our intellectual property in foreign jurisdictions may be costly, difficult or even impossible. Therefore, our intellectual property rights may not be as strong or as easily enforced outside of the United States.

Any issued patent which may result from the pending patent application may come to be considered “standards essential.” If this is the case, we may be required to license certain technology on “fair, reasonable and non‑discriminatory” terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of our technology and intellectual property, and those derivative works may become directly competitive with our offerings. Finally, we may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by our vendors in connection with design and manufacture of our products, thereby jeopardizing our ability to obtain a competitive advantage over our competitors.

The EV industry is evolving as are the standards governing EV charging and the current lack of industry standards could result in future incompatibilities and issues that could require significant resources and or time to remedy.

The EV industry is evolving as are the standards governing EV charging which have not had the benefit of time‑tested use cases. These immature industry standards could result in future incompatibilities and issues that could require significant resources and or time to remedy. Utilities and other large market participants also mandate their own adoption of specifications that have not become widely adopted in the industry, which may hinder innovation or slow new product or new feature introduction.

In addition, automobile manufacturers may choose to develop and promulgate their own proprietary charging standards and systems, which could lock out competition for EV chargers, or may produce proprietary chargers that compete with our chargers. Such automobile manufacturers may use their size and market position to influence the market, which could limit our market and reach to customers, negatively impacting our business.

Further, should regulatory bodies later impose a standard that is not compatible with our infrastructure or products, we may incur significant costs to adapt our business model to the new regulatory standard, which may require significant time and expense and, as a result, may have a material adverse effect on our revenues or results of operations.

Our technology, the technology of Electromaps, or services provided by Coil, could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage our reputation with current or prospective customers, and/or expose us to product liability and other claims that could materially and adversely affect our business.

We may be subject to claims that chargers have malfunctioned and persons were injured or purported to be injured due to latent defects. Any insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third‑party vendors, such vendors may not assume responsibility for such malfunctions. Any of these events could adversely affect our brand, reputation, operating results or financial condition.

Our software platform is complex and includes a number of licensed third‑party commercial and open‑source software libraries. Our software may contain latent defects or errors that may be difficult to detect and remediate. We are continuing to evolve the features and functionality of our platform through updates and enhancements, and as we do, we may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if our products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect our business and results of our operations:

• expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;
• loss of existing or potential customers or partners;
• interruptions or delays in sales;
• equipment replacements;
• delayed or lost revenue;
• delay or failure to attain market acceptance;
• delay in the development or release of new functionality or improvements;
• negative publicity and reputational harm;
• warranties, sales credits or refunds;
• exposure of confidential or proprietary information;
• diversion of development and customer service resources;
• breach of warranty claims;
• legal claims under applicable laws, rules and regulations; and
• the expense and risk of litigation.

We also face the risk that any contractual protections we seek to include in our agreements with customers are rejected, not implemented uniformly or may not fully or effectively protect from claims by customers, resellers, business partners or other third parties. In addition, any insurance coverage or indemnification obligations of suppliers for our benefit may not adequately cover all such claims, or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on our business, operating results, and financial condition. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

Interruptions, delays in service, communications outages or inability to increase capacity at third‑party data center facilities could impair the use or functionality of our subscription services, harm our business and subject us to liability.

We currently serve customers from third‑party data center facilities operated by Amazon Web Services as well as others. Our services are housed in third‑party data. Any outage or failure of such data centers could negatively affect our product connectivity and performance. Our primary environments are operated by Amazon, and any interruptions of these primary and backup data centers could negatively affect our product connectivity and performance. Any incident affecting a data center facility’s infrastructure or operations, whether caused by natural disasters or extreme weather events (whether as a result of climate change or otherwise), such as fires, floods, droughts, storms, extreme temperatures, sea level rise, earthquakes, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of our services. Climate change may increase the likelihood of these risks and the severity of their impact by resulting in certain natural disasters occurring more frequently or with greater intensity, which could disrupt our operations, or the operations of our third parties or suppliers.

Any damage to, or failure of, our systems, or those of our third‑party providers or suppliers, could interrupt our operations or hinder the use or functionality of our services. Impairment of or interruptions in our services may reduce revenue, subject us to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and our ability to attract new customers. Our business will also be harmed if customers and potential customers believe our products and services are unreliable.

The EV charging market is characterized by rapid technological change, which requires us to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of our products and our financial results.

Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, continuing and increasing reliance on EV charging infrastructure and/or the use of our products and services. Our future success will depend in part upon our ability to develop and introduce a variety of new capabilities and innovations to our existing product offerings, as well as introduce a variety of new product offerings to address the changing needs of the EV charging market.

As EV technologies change, we may need to upgrade or adapt our charger technology and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery technology, which could involve substantial costs. Even if we are able to keep pace with changes in technology and develop new products and services, our research and development expenses could increase, our gross margins could be adversely affected in some periods and our prior products could become obsolete more quickly than expected.

We cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage our relationships with customers and lead them to seek alternative products or services. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to use our competitors’ products or services.

If we are unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, our products and services could lose market share, our revenue will decline, we may experience higher operating losses and our business and prospects will be adversely affected.

We expect to incur research and development costs and devote significant resources to developing new products, which could significantly reduce our profitability.

Our future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. We plan to incur significant research and development costs in the future as part of our efforts to design, develop, manufacture and introduce new products and enhance existing products. Further, our research and development program may not produce successful results, and our new products may not achieve market acceptance, create additional revenue or become profitable.

We may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.

We rely on data collected through our mobile application. We use this data in connection with, among other things, determining the placement for our charging stations. Our inability to obtain necessary rights to use this data or freely transfer this data could result in delays or otherwise negatively impact our research and development and expansion efforts and limit our ability to derive revenues from value‑add customer products and services.

We are subject to governmental regulation and other legal obligations related to privacy, data protection and information security and may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity if we are unable to comply with such obligations.

We collect, process, store, and use a wide variety of data from current and prospective customers and other individuals, including personal information. Federal, state, local and foreign governments and agencies in the jurisdictions in which we operate, and in which customers operate, have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, storage, processing, and disclosure of information regarding consumers and other individuals, which could impact our ability to offer services in certain jurisdictions. Laws and regulations relating to the collection, use, disclosure, security, and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating to privacy, data protection, and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards and may impose onerous data-related obligations on vendors. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations may limit the use and adoption of our products and services, reduce overall demand, lead to regulatory investigations, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance, or slow the pace at which we close sales transactions, any of which could harm our business. Moreover, if we or any of our employees or contractors fail or are believed to fail to adhere to appropriate practices regarding customers’ data, it may damage our reputation and brand.

Additionally, existing laws, regulations, standards, and other obligations may be interpreted in new and differing manners in the future, and may be inconsistent among jurisdictions. Future laws, regulations, standards, and other obligations, and changes in the interpretation of existing laws, regulations, standards, and other obligations could result in increased regulation, increased costs of compliance and penalties for non‑compliance, and limitations on data collection, use, disclosure, and transfer for us and our customers. Further, California adopted the California Consumer Privacy Act (“CCPA”) and the California Attorney General has begun enforcement actions. Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”) which amends and expands the CCPA. The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection, and information security that are applicable to the businesses of customers may adversely affect ability and willingness to process, handle, store, use, and transmit certain types of information, such as demographic and other personal information.

In addition to government activity, privacy advocacy groups, the technology industry, and other industries have established or may establish various new, additional, or different self‑regulatory standards that may place additional burdens on technology companies. Customers may expect that we meet voluntary certifications or adhere to other standards established by them or third parties. If we are unable to maintain these certifications or meet these standards, it could reduce demand for our solutions and adversely affect our business.

Personal data information is increasingly subject to legislation and regulations in numerous non‑U.S. jurisdictions around the world. We operate in the European Union, where the General Data Protection Regulation 2016/679 (“GDPR”), imposes strict requirements on controllers and processors of personal data. These include higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, a strong individual rights regime, shortened timelines for data breach notifications and restrictions on the transfer of personal data outside of the European Economic Area.

Following its departure from the European Union, the United Kingdom has adopted a separate regime based on the GDPR ("UK GDPR") that imposes similarly onerous requirements. Companies that violate the EU or UK regime can face regulatory investigations, private litigation, prohibitions on data processing, and fines of up to the greater of 4% of their worldwide annual revenue or 20 million Euros (for the EU) or £17.5 million (for the U.K.). Other EU and UK data protection laws and evolving regulatory guidance restrict the ability of companies to market electronically, including through the use of cookies and similar technologies, and companies are increasingly subject to strict enforcement action including fines for non‑compliance. As a result, operating our business or offering our services in European or other countries with onerous data protection laws would subject us to substantial compliance costs, potential liability (including class actions) and reputational damage, and may require changes to the ways we collect and use consumer information.

A number of data protection laws (including the GDPR, the UK GDPR and the CCPA) have introduced mandatory breach reporting to regulators and, under certain circumstances, to the individuals whose personal data was compromised in the breach.

Many other jurisdictions are considering or are about to adopt data protection regulations, which are sometimes inconsistent or conflicting. While we strive to monitor and comply with this complex and ever‑ changing patchwork of laws, a failure or perceived or alleged

failure to comply with applicable data privacy requirements in one of the jurisdictions could result in litigation and proceedings against us by governmental entities, customers, or others, fines and civil or criminal penalties, limited ability or inability to operate our business, offer services, or market our business in certain jurisdictions, negative publicity and harm to our brand and reputation, and reduced overall demand for our products and services. Such occurrences could adversely affect our business, financial condition, and results of operations. Our general liability insurance may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for the full extent of our potential liabilities. In addition, we could be adversely affected if data privacy regulations are expanded (through new regulation or through legal rulings) to require major changes in our business practices.

We rely on the Apple App Store and the Google Play Store to offer and promote our apps. If such platform providers change their terms and conditions to our detriment, our business may be adversely affected.

The Apple App Store and the Google Play Store are the primary distribution, marketing, promotion and payment platforms for our apps, including Wallbox App and Electromaps. Any deterioration in our relationship with Google or Apple could harm our business and adversely affect the value of our shares.

We are subject to these platforms’ standard terms and conditions for app developers, which govern the promotion, distribution and operation of apps. These platforms have policies governing, for example, treatment of virtual credits and gifts, use of user data, personal and sensitive information and advertising identifiers, as well as ones relating to advertising (including deceptive, disruptive and inappropriate ads) and interference with app and device functionality. Each platform has broad discretion to change and interpret its terms of service and other policies with respect to us and those changes may be unfavorable to us. A platform provider may also change its fee structure, add fees associated with access to and use of its platform, alter how we are able to advertise on the platform, change how the personal information of our users is made available to app developers on the platform or limit the use of personal information for advertising purposes. Our business could be harmed if a platform provider modifies its current terms of service or other policies, including fees, in a manner adverse to us.

If we violate, or if a platform provider believes we have violated, these terms and conditions (or if there is any change or deterioration in our relationship with these platform providers), the particular platform provider may discontinue or limit our access to that platform, which could prevent us from making its apps available to or otherwise from serving our mobile customers. Any limit or discontinuation of our access to any platform could adversely affect our business, financial condition or results of operations.

Risks Related to Being a Public Company

Our management team has limited experience managing a public company.

Members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day‑to‑day management of our business, which could adversely affect our business, financial condition and results of operations.

We will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes‑Oxley Act, the Dodd‑Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations continue to increase our legal and financial compliance costs and make some activities more time‑consuming and costly.

We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes‑Oxley Act, which require management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting. As a result, we are required to disclose material changes in internal control over financial reporting on an annual basis. To achieve compliance with Section 404, we are engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting,

continue taking steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.

We have identified material weaknesses in the past and, if we identify one or more material weaknesses in the future, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. As a result, the market price of our shares could be negatively affected, and we could become subject to litigation including shareholder suits or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

We identified material weaknesses in connection with our internal control over financial reporting. Our efforts to remediate these material weaknesses may not be successful in a timely manner, or at all, and we may identify other material weaknesses.

As previously reported, for each of the years ended December 31, 2024, 2023 and 2022, our management identified material weaknesses in our internal control over financial reporting as it relates to the year ended December 31, 2025. In 2025, these material weaknesses relate to: (i) IT general controls have not been sufficiently designed or were not operating effectively, including controls over the completeness and accuracy of reports used in controls, and (ii) accounting policies and practices are not designed appropriately to establish an effective structure of internal controls. Thus, policies and procedures specifically with respect to the review, supervision and monitoring of the accounting and reporting functions were not operating effectively and/or documented accordingly, showing limited accountability in remediation efforts. To address these material weaknesses, we have made and continue to make a number of changes to our processes and controls as set forth in Item 15, “Controls and Procedures.”

Further, our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting. We are currently in the process of remediating these material weaknesses and we are taking steps that we believe will address their underlying causes, however, we cannot predict the ultimate timing or success of our remediation plan. These remediation measures may be time‑consuming and costly, and might place significant demands on our financial, accounting and operational resources. These actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles before we are able to determine that the controls are operating effectively and the material weaknesses have been remediated. In addition, there is no assurance that we will be successful on implementing all measures and internal controls in a timely manner.

Assessing our procedures to improve our internal control over financial reporting is an ongoing process. We can provide no assurance that our remediation efforts will be successful or that we will not have material weaknesses in the future. Any material weaknesses we identify could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements.

Our internal control over financial reporting will not be effective if we cannot detect or prevent material errors at a reasonable level of assurance. Our past or future financial statements may not be accurate, and we may not be able to timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the price of Class A Shares.

As a public company, we have significant requirements for enhanced financial reporting and internal controls. The process of designing, implementing, testing and maintaining effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments. In this regard, we need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing whether such controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting.

Our internal control over financial reporting is currently not effective and as such it could not detect or prevent material errors at a reasonable level of assurance. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and adversely affect our operating results. In addition, we are required, pursuant to Section 404 of the Sarbanes Oxley Act (“Section 404”), to furnish a report by our management on, among other things, the effectiveness of our internal control over financial reporting. This assessment is required to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation and testing. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. In addition, pursuant to Section 404, once we are no longer an emerging growth company, we will be required to include in the annual reports that we file with the SEC an attestation report on our internal control over financial reporting issued by our independent registered public accounting firm.

Furthermore, as a public company, we may, during the course of our testing of our internal controls over financial reporting, or during the subsequent auditing by our independent registered public accounting firm, identify deficiencies which would have to be remediated to satisfy the SEC rules for certification of our internal controls over financial reporting. As a consequence, we have to disclose in periodic reports we file with the SEC material weaknesses in our system of internal controls. The existence of a material weakness would preclude management

from concluding that our internal controls over financial reporting are effective, and would preclude our independent auditors from issuing an unqualified opinion that our internal controls over financial reporting are effective. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in the accuracy and completeness of our financial reporting and may negatively affect the trading price of Class A Shares, and we could be subject to sanctions or investigations by regulatory authorities. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting, it could negatively impact our business, results of operations and reputation.

Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes‑Oxley Act could have a material adverse effect on our business.

We are required to provide management’s attestation on internal controls. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements. If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of the Class A Shares.

We have received multiple notices of non-compliance with NYSE continued listing standards, including a notice received in February 2026 regarding minimum market capitalization and stockholders' equity requirements, and we may be unable to maintain our listing on the NYSE.

Minimum Bid Price Deficiency

In November 2024, we received notification from the NYSE that we were not in compliance with Section 802.01C of the NYSE Listed Company Manual, which requires that listed securities maintain a minimum bid price of $1.00 per share over a consecutive 30 trading-day period. We implemented a 20:1 reverse stock split effective July 3, 2025 to address this deficiency. While we believe the reverse stock split addressed the minimum bid price deficiency, we cannot provide assurance that our share price will remain above $1.00 or that we will not receive additional deficiency notices related to our share price in the future. Factors that could cause our share price to decline below $1.00 again include continued operating losses, failure to implement our restructuring, adverse market conditions, or any of the other risk factors described in this Annual Report.

Market Capitalization and Stockholders' Equity Deficiency

On February 12, 2026, we received a written notice (the "Non-Compliance Letter") from the NYSE indicating that we are not currently in compliance with Section 802.01B of the NYSE Listed Company Manual, which requires listed companies to maintain an average global market capitalization of at least $50 million over a consecutive 30 trading-day period and stockholders' equity of at least $50 million. As of December 31, 2025, we had negative total equity of €(31,461) thousand. This non-compliance is not hypothetical or forward-looking — it is an existing, disclosed deficiency as of the date of this Annual Report.

The Non-Compliance Letter does not result in the immediate suspension or delisting of our Class A Shares from the NYSE. Under applicable NYSE rules, we must notify the NYSE within 30 business days confirming receipt of the Non-Compliance Letter and indicating whether we intend to submit a plan to regain compliance. We intend to submit such a plan, which is expected to include, among other actions, the execution of our Commercial Agreement with our banking partners and major shareholders to provide a renewed capital structure. We will have up to 90 days from receipt of the Non-Compliance Letter to present definitive actions designed to restore compliance within the prescribed cure period, which may extend up to 18 months from receipt of the Non-Compliance Letter.

However, there are significant risks associated with this process:

• Plan acceptance risk. The NYSE will review our compliance plan and determine whether it demonstrates a reasonable ability to regain compliance within the applicable timeframe. There can be no assurance that the NYSE will accept our plan, that our plan will be deemed sufficient, or that the NYSE will not impose additional conditions or requirements as part of the plan review process.

• Dependency on restructuring. Our compliance plan is expected to rely significantly on the successful execution of the Commercial Agreement and the broader debt restructuring described in this Annual Report. As described in detail in the risk factors under "Risks Related to Our Financial Condition, Liquidity and Ongoing Restructuring," the restructuring is subject to significant uncertainties, including judicial approval of the Spanish restructuring plan. If the restructuring is not completed on the anticipated timeline or on acceptable terms, our ability to demonstrate compliance with Section 802.01B within the cure period will be materially impaired.

• Equity restoration. Regaining compliance with the stockholders' equity requirement of $50 million will require us to substantially improve our equity position from its current negative level. This would require not only the successful implementation of the restructuring and equity raise but also a sustained improvement in our operating performance and

• financial results that reduces our accumulated deficit over time. There can be no assurance that we will be able to restore our stockholders' equity to the required level within the 18-month cure period.

• Market capitalization volatility. The market capitalization requirement of $50 million average over a consecutive 30 trading-day period is subject to the volatility of our share price, which has been and may continue to be highly volatile. Even if we make progress on our restructuring and operational improvements, our market capitalization may remain below $50 million if investor sentiment does not improve correspondingly.

• Ongoing NYSE monitoring. During the plan period, our Class A Shares are expected to continue to be listed and traded on the NYSE, subject to ongoing NYSE review and compliance with other applicable listing standards. However, the NYSE retains the right to delist our shares if we fail to make progress on our compliance plan, if we fail to comply with other applicable listing standards, or if the NYSE determines that continued listing is not in the interest of investors. We cannot provide assurance that the NYSE will not exercise this right during the plan period.

• Cure period end date. The plan period may extend up to 18 months from receipt of the Non-Compliance Letter, which would run through approximately August 2027. However, the plan period may end earlier than this maximum period if we demonstrate compliance with applicable continued listing standards, or the ability to qualify under an original listing standard, for two consecutive quarters — or, conversely, if we fail to satisfy the conditions of an accepted plan. There is no guarantee that 18 months will be sufficient time for us to restore compliance given the magnitude of the changes required.

Consequences of Delisting

If we are unable to regain compliance with NYSE continued listing standards within the applicable cure period, or if we receive additional deficiency notices that we are unable to cure, our Class A Shares could be delisted from the NYSE. Delisting would have material adverse consequences, including:

• Significantly reducing the liquidity and market value of our Class A Shares, as trading would be limited to over-the-counter markets with substantially lower trading volumes and less transparency;
• Limiting our ability to raise capital through equity offerings, as many institutional investors are restricted from holding securities not listed on a national securities exchange;
• Potentially triggering events of default or mandatory repurchase obligations under our debt instruments or other contractual arrangements, which given our current financial condition could have catastrophic consequences;
• Reducing our visibility and credibility with customers, suppliers, partners, and employees, compounding the reputational risks already associated with our ongoing restructuring;
• Impairing our ability to use equity-based compensation to attract and retain key personnel; and
• Potentially disqualifying us from certain government incentive programs and procurement opportunities that require suppliers to be listed on a national securities exchange.

Even the continued risk or threat of delisting, or investor perception that delisting is likely, may adversely affect our share price, our ability to attract investors, our ability to complete the equity raise contemplated by the Commercial Agreement, and our overall access to the capital markets.

Risks Related to Class A Shares

The market price of Class A Shares may be volatile, and you may lose all or part of your investment.

The market price of Class A Shares could be highly volatile and may fluctuate substantially as a result of many factors, including, without limitation:

• actual or anticipated fluctuations in our results of operations;

• variance in our financial performance from the expectations of market analysts or others;

• announcements by us or our competitors of significant business developments, changes in significant customers, acquisitions or expansion plans;

• our involvement in litigation;

• our sale of Class A Shares or other securities in the future;

• market conditions in our industry;

• changes in key personnel;

• the trading volume of our Class A Shares;

• changes in the estimation of the future size and growth rate of our markets; and

• general economic, industry and market conditions, including, for example, the effects of recession or slow economic growth in the U.S. and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war, or public health crises.

In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of Class A Shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted.

An active trading market for Class A Shares may not be sustained to provide adequate liquidity.

An active trading market may not be sustained for Class A Shares. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling Class A Shares and may impair our ability to acquire other companies by using our shares as consideration.

The market price of Class A Shares could be negatively affected by future sales of Shares.

From time to time, we may look to fund our operations or enter into strategic transactions or acquisitions that provide for consideration in the form of our Class A Shares. To the extent that we issue Class A Shares or instruments that settle in Class A Shares, your ownership interest could be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Further, sales by us or our shareholders of a substantial number of Shares or the perception that these sales might occur, could cause the market price of Class A Shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

For example, in April 2023, we entered into the Equity Distribution Agreement (as defined below), pursuant to which we established an at-the-market program allowing certain banks, acting as our sales agents, to sell, from time to time, up to an aggregate of $100.0 million Class A Shares in sales made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, or, in negotiated transactions or block transactions. Additionally, during 2025, we consummated a private placement transactions and issued 86,925,716 Class A shares. During 2024, we consummated a private placement transaction and issued 36,334,277 Class A Shares and during 2023 we consummated multiple private placement transactions and issued an aggregate of 29,193,089 Class A Shares. Refer to Item 5, “Operating and Financial Review and Prospects—B.Liquidity and Capital Resources—Sources of Liquidity.”

We do not expect to pay any dividends in the foreseeable future.

We have never declared or paid any dividends on the Shares. We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and expand our business.

The Board may determine which part of the profits shall be reserved, with due observance of our policy on reserves and dividends. The General Meeting may resolve to distribute any part of the profits remaining after reservation. If the Board decides to make a part of the profits available for distribution of dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our directors may deem relevant. In addition, the Dutch law imposes restrictions on our ability to declare and pay dividends. Payment of dividends may also be subject to Dutch withholding taxes.

The number of issued Shares and outstanding Shares and outstanding Warrants may fluctuate substantially, which could lead to adverse tax consequences for the holders thereof.

It may be that the number of issued and outstanding Shares and outstanding Warrants fluctuates substantially. This may have an impact on interests and certain thresholds that are relevant for investors’ tax purposes and positions, which are dependent on their respective

circumstances. The potential tax consequences in this regard could potentially be material, and therefore, investors should seek their own tax advice with respect to the tax consequences in connection with the acquisition, ownership and disposal of the Shares and/or Warrants.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding Class A Shares, the market price and trading volume of Class A Shares could decline.

The trading market for Class A Shares can be influenced by the research and reports that industry or securities analysts publish about us or our business. If industry analysts cease coverage of us, the trading price for Class A Shares would be negatively impacted. If any of the analysts who cover us issue an adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our results of operations fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

The dual class structure of Shares has the effect of concentrating voting control with certain of our shareholders and limiting our other shareholders’ ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Class A Shares may view as beneficial.

Class B Shares have ten (10) votes per share, while Class A Shares have one (1) vote per share. Our co‑founders, Enric Asunción Escorsa and Eduard Castañeda, own all of the Class B Shares and collectively control approximately 24% of the voting power of our capital stock. Even though our co‑founders are not party to any agreement that requires them to vote together, they may have interests that differ from those of our other shareholders and may vote in a way with which our other shareholders disagree and which may be adverse to their interests.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of Class A Shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple‑class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, pursuant to which companies with multiple classes of shares of common stock are excluded. In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, our dual class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices or any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could adversely affect the value and trading market of Class A Shares.

We are a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10‑Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20‑F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10‑K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10‑K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As a foreign private issuer, and as permitted by the listing requirements of the NYSE, we follow certain home country governance practices rather than the corporate governance requirements of the NYSE.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of the NYSE, provided that we disclose the requirements we are not following and describe the home country practices we are following. We intend to rely on this “foreign private issuer exemption” with respect to NYSE rules requiring shareholder approval. We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on

June 30, 2026. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms including financial statements prepared in accordance with generally accepted accounting principles in the United States of America, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors, and principal shareholders will become subject to the short‑swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

We are an “emerging growth company” and you cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make Class A Shares less attractive to investors.

We are an emerging growth company (“EGC”) as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors may find the common stock less attractive because we will continue to rely on these exemptions. If some investors find the common stock less attractive as a result, there may be a less active trading market for the Class A Shares, and the stock price may be more volatile.

An EGC may elect to delay the adoption of new or revised accounting standards. With us making this election, Section 102(b)(2) of the JOBS Act allows us to delay adoption of new or revised accounting standards until those standards apply to non‑public business entities. As a result, the financial statements contained herein and those that we will file in the future may not be comparable to companies that comply with public business entities revised accounting standards effective dates. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (2) the date on which we are deemed to be a “large accelerated filer,” which would occur if the market value of our equity securities held by non‑affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter; (3) the date on which we have issued more than $1.0 billion in non‑convertible debt securities during the prior three‑year period; and (4) the last day of the fiscal year ending after the fifth anniversary of Kensington’s initial public offering.

As we are a holding company with no operations we rely on operating subsidiaries to provide us with funds necessary to meet our financial obligations.

We are a holding company that does not conduct any business operations of its own. As a result, we are largely dependent upon cash dividends and distributions and other transfers, including for dividends or payments in respect of any indebtedness we may incur, from our subsidiaries to meet our obligations. Any agreements governing the indebtedness of our subsidiaries may impose restrictions on our subsidiaries’ ability to pay dividends or other distributions to us. Each of our subsidiaries is a distinct legal entity, and under certain circumstances legal and contractual restrictions may limit our ability to obtain cash from such subsidiaries and us may be limited in our ability to cause any joint ventures to distribute our earnings to it. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us.

Investors may suffer adverse tax consequences in connection with the acquisition, ownership and disposal of the Shares and/or Warrants.

The tax consequences in connection with the acquisition, ownership and disposal of the Shares and/or Warrants may differ from the tax consequences in connection with the acquisition, ownership and disposal of securities in another entity and may also differ depending on such an investor’s respective circumstances including, without limitation, where such an investor is a tax resident. Any such tax consequences could be materially adverse to an investor and, therefore, each investor should seek its own tax advice in respect of the tax consequences in connection with the acquisition, ownership and disposal of the Shares and/or Warrants.

Risks Relating to Our Incorporation in the Netherlands

We are a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands. The rights of our shareholders may be different from the rights of stockholders in companies governed by the laws of U.S. jurisdictions and may not protect investors in a similar fashion afforded by incorporation in a U.S. jurisdiction.

We are a public limited liability company incorporated under Dutch law. Our corporate affairs are governed by our articles of association, internal rules and policies and by the laws governing companies incorporated in the Netherlands. The rights of shareholders may be different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions. The role of the management board in a Dutch company is also materially different, and cannot be compared to, the role of a board of directors in a corporation incorporated

in the United States. In the performance of their duties, our management board is required by Dutch law to consider the interests of our company and the sustainable success of our business, with an aim to creating long‑term value, taking into account the interests of our shareholders, employees and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.

Provisions of Dutch law and our amended and restated articles of association may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

Under Dutch law, various protective measures are possible and permissible within the boundaries set by Dutch law and Dutch case law, among which, in accordance with the DCGC, shareholders having the right to put an item on the agenda under the rules described above shall exercise such right only after consulting the Board in that respect. If one or more shareholders intend to request that an item be put on the agenda that may result in a change in our strategy (for example, the dismissal of Directors), the Board must be given the opportunity to invoke a reasonable period to respond to such intention. Such period shall not exceed 180 (hundred eighty) days (or such other period as may be stipulated for such purpose by Dutch law and/or the DCGC from time to time). If invoked, the Board must use such response period for further deliberation and constructive consultation, in any event with the shareholders(s) concerned, and must explore the alternatives. At the end of the response time, the Board must report on this consultation and the exploration of alternatives to the General Meeting. The response period may be invoked only once for any given General Meeting and shall not apply: (a) in respect of a matter for which a response period has been previously invoked; or (b) if a shareholder holds at least 75% of our issued share capital as a consequence of a successful public bid. The response period may also be invoked in response to shareholders or others with meeting rights under Dutch law requesting that a General Meeting be convened, as described above.

Pursuant to Dutch law, one or more shareholders and/or other persons with meeting rights under Dutch law who individually or jointly represent at least 10% of our issued share capital, may request the Board to convene a General Meeting setting out in detail the matters to be discussed. If the Board has not taken the steps necessary to ensure that such meeting can be held within 6 (six) weeks after the request, the requesting shareholder(s) and or other persons with meeting rights may at their request be authorized by the competent Dutch court in preliminary relief proceedings to convene a General Meeting. The court shall refuse the application if it does not appear that the applicant(s) has/have previously requested the Board to convene a General Meeting and the Board has not taken the necessary steps so that the General Meeting could be held within 6 (six) weeks after the request. Such a request to the Board is subject to certain additional requirements. Additionally, the applicant must have a reasonable interest in the meeting being held.

Further thereto, in May 2021, a bill came into force that introduces a statutory cooling‑off period of up to 250 days during which the General Meeting would not be able to dismiss, suspend or appoint members of the Board (or amend the provisions in the Articles of Association governing these matters) unless these matters were proposed by the Board. This cooling‑off period could be invoked by the Board in the event:

• shareholders, using either their shareholder proposal right or their right to request a General Meeting, propose an agenda item for the General Meeting to dismiss, suspend or appoint a Director (or to amend any provision in the Articles of Association dealing with those matters); or
• a public offer for has been announced or made without agreement having been reached with on such offer, provided, in each case, that in the opinion of the Board such proposal or offer materially conflicts with the interests of and its business.

The cooling‑off period, if invoked, ends upon the earliest of the following events:

• the expiration of 250 days from:
• in case of shareholders using their shareholder proposal right, the day after the deadline for making such proposal for the next General Meeting has expired;
• in case of Shareholders using their right to request a General Meeting, the day when they obtain court authorization to do so; or
• in case of a public offer as described above being made without agreement having been reached with on such offer, the first following day;
• the day after a public offer without agreement having been reached with us on such offer, having been declared unconditional; or
• the Board deciding to end the cooling‑off period earlier.

In addition, one or more shareholders that may (jointly) exercise the shareholder proposal right at the time that the cooling‑off period is invoked, may request the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshof Amsterdam) for early termination of the cooling‑off period. The Enterprise Chamber must rule in favor of the request if the shareholders can demonstrate that:

• the Board, in light of the circumstances at hand when the cooling‑off period was invoked, could not reasonably have come to the conclusion that the relevant shareholder proposal or hostile offer constituted a material conflict with the interests of and its business;
• the Board cannot reasonably believe that a continuation of the cooling‑off period would contribute to careful policy‑making;
• if other defensive measures, having the same purpose, nature and scope as the cooling‑off period, have been activated during the cooling‑off period and are not terminated or suspended at the relevant shareholders’ written request within a reasonable period following the request (i.e., no ‘stacking’ of defensive measures).

During the cooling‑off period, if invoked, the Board must gather all relevant information necessary for a careful decision‑making process. In this context, the Board must at least consult with shareholders representing at least 3% of our issued share capital at the time the cooling‑off period was invoked and with our works council, if applicable. Formal statements expressed by these stakeholders during such consultations must be published on our website to the extent these stakeholders have approved that publication.

Ultimately one week following the last day of the cooling‑off period, the Board must publish a report in respect of its policy and conduct of affairs during the cooling‑off period on our website. This report must also remain available for inspection by our shareholders and others with meeting rights under Dutch law at our office and must be tabled for discussion at the next General Meeting.

Finally, in this respect, certain provisions of the Articles of Association may also make it more difficult for a third‑party to acquire control of our Company or effect a change in the composition of the Board, including that suspension or dismissal of directors other than at the proposal of the Board will require a two‑thirds majority of the votes cast, representing more than one half of our issued capital.

Shareholders may not be able to participate in future issues of Shares.

Under Dutch law, the General Meeting is authorized to issue Shares or to grant rights to subscribe for Shares and to restrict and/or exclude statutory pre‑emptive rights in relation to the issuance of Shares or the granting of rights to subscribe for Shares. The General Meeting may designate the Board competent to issue Shares (or grant rights to subscribe for Shares) and to determine the issue price and other conditions of the issue for a specified period not exceeding five years (which period can be extended from time to time for further periods not exceeding five years) and, for a period of 5 years commencing on the date of completion of the Business Combination, the Board has been irrevocably authorized to issue Shares (and to grant rights to subscribe for Shares).

Further thereto, each shareholder has a pre‑emptive right in proportion to the aggregate amount of its Shares upon the issuance of Shares (or the granting of rights to subscribe for Shares). This pre‑emptive right does not apply to: (i) Shares issued to our employees or a subsidiary of ours as referred to in Section 2:24b Dutch Civil Code, (ii) Shares that are issued against payment other than in cash; and (iii) Shares issued to a person exercising a previously granted right to subscribe for Shares.

The pre‑emptive rights in respect of newly issued Shares or the granting of rights to subscribe for Shares may be restricted or excluded by a resolution of the General Meeting. Pre‑emptive rights may also be limited or excluded by a resolution of the Board if the Board has been designated thereto by the General Meeting for a specific period and with due observance of applicable statutory provisions, and the Board has also been designated to issue Shares. A resolution of the General Meeting to limit or exclude pre‑emptive rights or a resolution to designate the Board thereto, can only be adopted at the proposal of the Board, and requires a majority of at least two‑thirds of the votes cast, if less than half of our issued share capital is present or represented at the General Meeting. Unless otherwise stipulated at its grant the designation may not be withdrawn.

If the resolution of the General Meeting to issue Shares or to designate the authority to issue Shares to the Board is detrimental to the rights of holders of a specific class of Shares, the validity of such resolution of the General Meeting requires a prior or simultaneous approval by the group of holders of such class of Shares.

For a period of 5 years commencing on the date of completion of the Business Combination, the Board has been irrevocably authorized to limit or exclude pre‑emptive rights in respect of Shares.

We are not obligated to and may not comply (but will then explain such non‑compliance) with all the best practice provisions of the Dutch Corporate Governance Code. This may affect your rights as a shareholder.

We will be subject to the DCGC. The DCGC contains both principles and best practice provisions on corporate governance that regulate relations between the management board and the general meeting of shareholders and matters in respect of financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their annual reports (which are filed in the Netherlands) whether they comply with the provisions of the DCGC. If a company does not comply with those provisions (for example, because of a conflicting NYSE requirement), the company is required to give the reasons for such non-compliance. The DCGC applies to Dutch companies listed on a regulated market in the EU or a comparable other system, such as the NYSE.

We acknowledge the importance of good corporate governance. However, we do not comply with all the provisions of the DCGC, to a large extent because such provisions conflict with or are inconsistent with the corporate governance rules of the NYSE and U.S. securities laws, or because we believe such provisions do not reflect customary practices of global companies listed on the NYSE. Any such non-compliance may affect your rights as a shareholder, and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the DCGC.

We are organized and existing under the laws of the Netherlands, and, as such, the rights of shareholders and the civil liability of our directors and executive officers will be governed in certain respects by the laws of the Netherlands. The ability of shareholders to bring actions or enforce judgments against us or our directors and executive officers may be limited. Claims of U.S. civil liabilities may not be enforceable against us.

We are organized and existing under the laws of the Netherlands, and, as such, the rights of our shareholders and the civil liability of our directors and executive officers are governed in certain respects by the laws of the Netherlands. The ability of our shareholders in certain countries other than the Netherlands to bring an action against us, our directors and executive officers may be limited under applicable law. In addition, substantially most of our assets are located outside the United States. As a result, it may not be possible for shareholders to effect service of process within the United States upon us or our directors and executive officers or to enforce judgments against us or them in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. In addition, it is not clear whether a Dutch court would impose civil liability on us or any of our directors and executive officers in an original action based solely upon the federal securities laws of the United States brought in a court of competent jurisdiction in the Netherlands.

As of the date of this Annual Report, the United States and the Netherlands do not have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Accordingly, a judgment rendered by any federal or state court in the United States, whether or not predicated solely upon U.S. securities laws, would not automatically be recognized and enforced by the competent Dutch courts. However, if a person has obtained a final and conclusive judgment for the payment of money rendered by a court in the United States that is enforceable in the United States and files a claim with the competent Dutch court, the Dutch court will generally give binding effect to such foreign judgment insofar as it finds that (i) the jurisdiction of the U.S. court has been based on a ground of jurisdiction that is generally acceptable according to international standards, (ii) the judgment by the U.S. court was rendered in legal proceedings that comply with the Dutch standards of proper administration of justice including sufficient safeguards (behoorlijke rechtspleging) and (iii) the judgment by the U.S. court is not incompatible with a decision rendered between the same parties by a Dutch court, or with a previous decision rendered between the same parties by a foreign court in a dispute that concerns the same subject and is based on the same cause, provided that the previous decision qualifies for acknowledgment in the Netherlands and except to the extent that the foreign judgment contravenes Dutch public policy (openbare orde).

Based on the lack of a treaty as described above, U.S. investors may not be able to enforce against us or our directors, representatives or certain experts named herein who are residents of the Netherlands or countries other than the United States any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.

Under the Articles of Association, and certain other contractual arrangements between us and our directors, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions. There is doubt, however, as to whether U.S. courts would enforce such indemnity provisions in an action brought against one of our Directors in the United States under U.S. securities laws.

Dutch, Spanish and European insolvency laws are substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency laws.

Pursuant to European Regulation (EU) 2015/848 of the European Parliament and of the Council, of 20 May 2015, on insolvency proceedings, which forms part of both Dutch and Spanish insolvency laws, Spanish courts will have jurisdiction to entertain the main insolvency proceeding of a Dutch public limited liability company that, such as us, has its “center of main interest” located in Spain. If Spanish courts declare the opening of the main insolvency proceeding of a Dutch public limited liability company, Dutch courts will have to recognize such declaration and Spanish insolvency law will apply, subject to the exceptions set forth under the European Regulation (EU) 2015/848, as interpreted by the Court of Justice of the European Union. Dutch courts could have jurisdiction to try a non‑main insolvency proceeding following our operations in The Netherlands. Depending on the status of the declaration on insolvency in Spain, the Dutch insolvency proceeding would be secondary or autonomous. Under Spanish law, substantive consolidation is exceptional. As a result, if we were declared insolvent, we would likely not consolidate our assets and liabilities, subject to the coordination of both insolvency proceedings and the rules established for insolvency proceedings of members of a group of companies under the European Regulation (EU) 2015/848.

Our tax residency might change if the tax residency of dual resident entities is, in the new Dutch‑Spanish Tax Treaty, determined by way of reaching mutual agreement.

We intend to be managed and operate so as to be treated exclusively as a resident of Spain for tax purposes as from our date of incorporation, on the basis that we have our place of effective management in Spain. As a result of our incorporation under Dutch law, we will however also remain a tax resident of the Netherlands for Dutch corporate income tax and withholding tax purposes and, thus, will be considered tax resident in both the Netherlands and Spain (i.e. a so‑called ‘dual resident entity’). By virtue of the current convention between the government of the Kingdom of the Netherlands and the government of the Kingdom of Spain for the avoidance of double taxation with respect to taxes on income and on capital (the “Dutch‑Spanish Tax Treaty”), in such case we will be considered a resident for purposes of the Dutch‑Spanish Tax Treaty in the country where we are effectively managed. As noted above, we expect to have our tax residency since our incorporation (and to maintain it afterwards) in Spain. The Dutch‑ Spanish Tax Treaty is currently being renegotiated and may include a provision pursuant to which the tax residency of dual resident entities is determined by way of the Netherlands and Spain reaching mutual agreement, in line with the criterion applied in the OECD‑sponsored Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”). The current Dutch‑Spanish Tax Treaty is not a “Covered Tax Agreement” (as defined under the MLI) and it is therefore uncertain whether the Dutch and Spanish Tax Authorities may favor such an approach under the new Dutch‑Spanish Tax Treaty. Such outcome can nevertheless not be ruled out. In such case, the competent authorities of the Netherlands and Spain would endeavor to determine by mutual agreement the sole tax residency of us. During the period in which a mutual agreement between both states is absent, we may not be entitled to any relief or exemption from tax provided by the new Dutch‑Spanish Tax Treaty. During such period, there would also be a risk that both Spain and the Netherlands would levy dividend withholding tax on distributions by us, in addition to the risk of double taxation on our profits.

Both Spanish and Dutch dividend withholding tax may have to be withheld in case of distributions to unidentified shareholders.

As noted above under “—Risks Related to Class A Shares—we do not expect to pay any dividends in the foreseeable future,” we do not expect to distribute dividends in the foreseeable future. However, should that happen, the Netherlands will not ‑ regardless of the fact that we are intended to be a tax resident of Spain on the grounds of our place of effective management ‑ be prevented from levying Dutch dividend withholding tax if we distribute profits to Dutch resident shareholders and to non‑Dutch resident shareholders that have a permanent establishment in the Netherlands to which their respective shareholding is attributable. In order to avoid levying Dutch dividend withholding tax on such future dividend distributions, we may set up procedures to identify our shareholders, in order to assess whether there are Shareholders in respect of which Dutch dividend withholding tax may have to be withheld. If the identification cannot be made upon the payment of a distribution, both Spanish and Dutch dividend withholding tax may have to be withheld on payments made to our shareholders that fail to provide us, on a timely basis, with the information that may be required in order to prevent the applicability of Dutch dividend withholding taxes. Likewise, there is no guarantee that the procedure that we may put in place to identify our shareholders (which shall be required in order to assess the applicability of both Spanish and Dutch withholding taxes) will be fully effective.

Risks Related to U.S. Federal Income Taxation

If we are a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. holders of Class A Shares or Warrants could be subject to adverse United States federal income tax consequences.

If we are or become a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds Class A Shares or Warrants, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. A non‑U.S. corporation, such as us, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying certain look‑through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. We do not believe that we will be treated as a PFIC for our current taxable year and do not expect to become one in the future. However, PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations.

If we are treated as a PFIC for any taxable year, a U.S. holder of Class A Shares or Warrants may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest tax rate in effect (for individuals or corporations, as appropriate) on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. Please refer to Item 10, “Additional Information-–E. Taxation.” U.S. holders of Class A Shares and Warrants should consult with their tax advisors regarding the potential application of these rules.

Item 4. Information on the Company

A.History and Development of the Company

Corporate Information

Wall Box Chargers, S.L. was incorporated as a Spanish limited liability company (sociedad limitada) on May 22, 2015. Wallbox B.V. was incorporated as a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) on June 7, 2021 solely for the purpose of effectuating the Business Combination.

On October 1, 2021 we closed the Business Combination pursuant to the Business Combination Agreement, dated as of June 9, 2021, as amended, by and among Wallbox B.V., Merger Sub, Kensington and Wallbox Chargers S.L. In connection with the closing of the Business Combination, we converted into a Dutch public limited liability company (naamloze vennootschap) and changed our legal name to Wallbox N.V. Our commercial name is “Wallbox.” In October 2021, we listed our shares on NYSE under the symbol “WBX”.

We are registered in the Commercial Register of the Netherlands Chamber of Commerce (Kamer van Koophandel) under number 83012559. Our official seat (statutaire zetel) is in Amsterdam, the Netherlands and the mailing and business address of our principal executive office is Carrer del Foc 68, 08038 Barcelona, Spain. Our telephone number is +34 930 181 668. Our agent for service of process in the United States is:

Wallbox USA Inc.

800 W. El Camino Real, Suite 180

Mountain View, CA 94040

Our website address is www.Wallbox.com. We may use our website as a means of disclosing material non‑public information. Such disclosures will be included on our website in the “Investor Relations” section or at investors.wallbox.com. Accordingly, investors should monitor such sections of our website (www.Wallbox.com), in addition to following our press releases, SEC filings and public conference calls and webcasts. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our website address in the Annual Report solely for informational purposes. Our SEC filings are available to you on the SEC’s website at http://www.sec.gov. This site contains reports and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this Annual Report and is not incorporated by reference herein.

For a discussion of important events in the development of our business, see Item 4, “Information on the Company — B. “Business Overview.” For a discussion of our principal capital expenditures and divestitures, refer to Item 5, “Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” and Note 8, “Property, Plant and Equipment,” included within our consolidated financial statements included elsewhere in this Annual Report.

B.Business Overview

Overview

We believe we are a global leader in intelligent electric vehicle charging and energy management solutions. Founded in 2015, we create smart charging systems that combine innovative technology with outstanding design and that manage the communication between user, vehicle, grid, building and charger.

Our mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow. By designing, manufacturing, and distributing charging solutions for residential, business, and public use, we intend to lay the infrastructure required to meet the demands of mass EV ownership everywhere. We believe our customer‑centric approach to our holistic hardware, software, installation and service offering allows us to solve existing barriers to EV adoption as well as anticipate potential future opportunities. We are committed to creating solutions that will not only allow for faster, simpler EV charging but that will also change the way the world uses energy.

Our smart charging product portfolio includes Level 2 alternating current (“AC”) chargers (“Pulsar Plus”, “Pulsar Max”, “Pulsar Pro”, “eM4”, and “eMC”) for home and business applications, and direct current (“DC”) fast chargers (“Supernova”) for public applications. We also offer the world’s first bi‑directional DC charger for the home (“Quasar”), which allows users to both charge their electric vehicle and use the energy from the car’s battery to power their home or business, or send stored energy back to the grid. Our proprietary residential and business software “Wallbox App” gives users and charge point owners complete control over their private charging and energy management activities. Meanwhile, our dedicated semi‑public and public charging software platform, “Electromaps” enables drivers to locate and transact with all public charging stations registered to its brand‑agnostic charger database and also allows charge point operators to manage their public charging stations at scale.

As of December 31, 2025, we had offices across three continents and sold over 1 million chargers across more than 100 countries. Our products are currently manufactured in Spain, Germany and the U.S. We remain committed to increasing our worldwide presence and believe the EV market will continue to grow as the market continues to mature with new EV offerings, continuous roll-out of charging infrastructure and stricter emissions target in specific regions with the aim of reducing CO2.

Through our vertically‑integrated model, we keep development cycles short, enabling an accelerated time to market. Furthermore, we expect our compliance with complex certification requirements paired with our focus on engineering excellence will power our rapid growth as the global supplier of first‑class charging products.

Segments

Management determined that we have three reportable operating segments: (i) Europe‑Middle East and Asia (EMEA), (ii) North America (NORAM), and (iii) Asia‑Pacific (APAC) given our organizational structure and the manner in which our business is reviewed and managed. Our reportable operating segments reflect the principal geographies for our commercial activities around the world, and how we are allocating resources and evaluating operating performance. Refer to Item 5, “Operating and Financial Review and Prospects-–A. Operating Results-–Operating Results by Segment” and Note 7, “Operating Segments,” to our consolidated financial statements included elsewhere in this Annual Report for additional information about these segments.

The Wallbox Model

Since our inception, we have been progressively building a charging solutions ecosystem, enabling users worldwide to seamlessly manage their energy needs through a combination of hardware, software, and services. During this journey, we have been closely following the EV user and catering to their needs.

The first phase of this journey started in 2016 with the launching of the Pulsar and Commander AC chargers. Our founders analyzed the EV charging market and saw an unserved demand for compact, smart, and efficient residential charging products, based on an estimated 70% charging happening at home. After providing the residential market with these innovative AC chargers, we launched our complementary software, Wallbox App, which enabled users to monitor in real time their EV charging utilization and status, and program the charger to charge during off-peak hours enabling compelling cost savings.

In 2019, as EVs started to become widely adopted and the demand for parking spaces with EV-charging solutions increased, we added the Copper charger to our AC charging portfolio and launched a second generation of our Pulsar and Commander chargers. This new generation of semi-public chargers included multi-user capabilities for fleets, offices, and condominiums, including local load balancing, power sharing, security-locking and payment options for monthly individual invoices, among others.

Also in 2019, we launched our first DC bidirectional charger, Quasar. Quasar is designed to enable users to make flexible use of the energy saved in the battery and discharge the EV battery during peak hours when energy costs are high, sell it back to the grid where regulations allow or discharge the energy stored in their vehicle to power their home during outages. Moreover, Quasar is intended to allow EV owners to self-consume clean energy by using solar surpluses or other renewable sources. This innovative system provides users a way to store excess energy in their vehicles when it is not fully utilized by their homes. We believe that Quasar is a compact, affordable and easy-to-use product that is revolutionizing home charging and energy management. In January 2022, we introduced Quasar 2, our newest bi-directional DC charger specifically intended for the US and European markets and compliant with Combined Charging System (“CCS”) standards. CCS standards are most common in European, whereas Quasar 1 leveraged CHAdeMO charging systems, most used in Asian branded vehicles.

We believe the demand for public charging will continue to grow with the overall EV market. As EVs become less expensive and may therefore penetrate a broader customer demographic, including those who are less likely to own a private parking space, the need for public charging facilities will be further heightened. We aim to address this demand through our first DC fast charger for public use, Supernova. Supernova, which we first introduced in late 2020, is a DC fast charger to be used in semi-public and public environments. The first generation version is designed to be able to charge at speeds of 60 kW. With the latest generation version, Supernova is able to charge at speeds of 220 kW. Supernova offers an internal design, with six independent power modules, makes it reliable, light and easy to install and service. In 2025, we introduced the Supernova PowerRing, which is the next generation all-in-one solution with DC link power sharing, allowing delivery up to 720 kW across 6 outlets or 400 kW per outlet.

Expanding our product portfolio for the DC fast charging space, we announced Hypernova at the IAA Mobility fair in 2021. Hypernova is designed to deliver up to 400 kW, based on a split-type structure with a separate power unit and charging dispenser, that allows it to fully charge an electric car in the time it takes to make a rest stop. It also employs advanced software to allow it to optimize available power and adapt to the number of EVs connected, making it an attractive option for public charging along highways and national road networks.

This product is still in development and not yet commercially available. With the introduction of the Supernova PowerRing, we have the ability to provide 400 kW per outlet, but this is based on an integrated power unit structure.

Our offering of public charging solutions is complemented through Electromaps, an online platform that enables users to find publicly available charging ports and pay for their use. The data obtained through this platform is highly valuable to us, given it allows us to monitor public charging trends and analyse potential opportunities for the future deployment of Supernova.

In October 2023, we announced the acquisition of ABL, a recognized company in EV charging solutions in Germany, the largest EV market in Europe. Wallbox and ABL have a combined number of over one and half million EV chargers installed worldwide. This transaction is aimed at accelerating our commercial business plan by enhancing our product and certification portfolio, reduce operational risk through reduced capital expenditures and research and development costs, and leverage ABL’s in-house component manufacturing. Refer to Item 5, “Operating and Financial Review and Prospects—Recent Transactions.”

In 2024, we commenced the global roll-out of the Pulsar Pro, which is designed for commercial and multifamily residential use. The charger is equipped with RFID integration, different connectivity options and ISO 15118 readiness ensuring secure and future-ready charging capabilities. As part of the Pulsar Pro product family we have also introduced the Pulsar Pro Socket.

Since 2015, we have been enhancing our hardware and software ecosystem, providing the EV charger user a full suite of EV charging solutions and energy management solutions, catalyzing the EV adoption and sustainable energy use. During these last ten years, we have based our user-centric business model on the following five key pillars:

• Make charging technology simple: Our goal is to make every person feel confident and comfortable using a Wallbox product; therefore, even our most advanced technology is easy to use.

• Smart solutions: From embedded intelligence that balances the energy use between customer’s car and home, to breakthroughs in vehicle-to-grid (“V2G”) and vehicle-to-home (“V2H”) energy management, our products bring together the best in EV charging technology.

• Innovative technology: Innovation is at our core, focusing not just on customers’ needs today, but their needs in the future.

• Design-centric solutions: We believe that design is a necessity, not a luxury. A well-designed product makes for a better experience, and this is what we strive for across our entire product portfolio.

• Highly compatible charging solutions: Our equipment is compatible with all hybrid and electric car manufacturers across the globe, and we sell our products in countries across six continents.

This business model results in revenues through the: (i) sale of hardware (chargers & accessories); (ii) hardware installation services; (iii) software services (subscription fees from businesses and fleets through Wallbox App and commissions obtained from every charging transaction carried out through Electromaps); and (iv) service contracts under the Wallbox Care plan launched in 2023, providing added value services such as commissioning, preventive and corrective maintenance, extended warranty and more.

Portfolio

We offer a broad range of EV charging hardware, software, and services to users in the home, business and public domains. All Wallbox chargers integrate out-of-the-box intelligent software features, which we believe positions us as one of the smartest and most user-friendly solutions on the market. Our software platforms Wallbox App and Electromaps allow users to seamlessly manage their energy and make EV charging a seamless, simple experience.

Home & Business

•EV Charging Hardware:

• Pulsar Plus, Pulsar Plus Socket, Pulsar Max, Pulsar Max Socket, Pulsar Pro, and Pulsar Pro Socket: AC smart chargers for individual homes, shared spaces or commercial charging sites with a charging capacity of up to 22 kW. Their key characteristics include Wi-Fi, 4G and Bluetooth connectivity, the smart features available on the Wallbox app, and compatibility with OCPP communication protocols.

• Quasar 2: DC bi-directional charger for residential-use that allows users to charge and discharge their electric vehicle, enabling them to use their car battery to power their home or sell energy back to the grid. Its V2H (vehicle-to-home) and V2G (vehicle-to-grid) functionalities turn the EV into a powerful energy source. Quasar 2 has a charging capacity of up to 12 kW and a CCS charging cable. Its key characteristics include 4G, Wi-Fi, Ethernet and Bluetooth connectivity, and the smart features available on the Wallbox app. In 2022, we introduced Quasar 2, our bi-directional DC charger specifically intended for the US and European markets and compliant with CCS standards. In January 2025, we received the U.S product certification from UL solutions for the Quasar 2.

• Wallbox ABL eM4 Single and Twin: AC smart chargers designed by ABL for fleets and businesses equipped with built-in MID meters and Eichrecht approved variants for charged power monetization and reimbursement. Both eM4 Single and Twin have a charging capacity of up to 22 kW and one or two Type-2 sockets compatible with permanent cable locking. eM4s are hardware ready for ISO 15118 and OCPP 2.0.1, making them compatible with Plug&Charge, the charging authentication technology that allows EVs to identify themselves and start charging by just connecting them to the charging point. In addition, the ABL eM4 Single and Twin AC smart chargers have an RFID card reader with sound feedback and a RGB-LED charging status ring. Other important highlights are its ease of installation thanks to wired and wireless load management for up to a 100 charging points; integrated RCCBs type A; multiple connectivity options as 4G, Wi-Fi and Ethernet and the dedicated commissioning app for installers.

• eMC3: AC smart charging pole designed by ABL for public charging, as well as fleets and company parking lots. It is equipped with built-in MID meters and Eichrecht approved variants for charged power monetization and reimbursement. eMC3 has a charging capacity of up to 44 kW, providing a maximum of 22 kW on each of its two Type-2 sockets. It has a RFID card reader and a LED display to indicate its charging points status and charging session information. It also provides for ease of installation as self-standing points, its included MCBs and RCCBs Type B, OCPP compatibility and multiple connectivity options as 4G, Wi-Fi and Ethernet.

•EV Charging Software

• The Wallbox App platform: A cloud based software designed to provide smart management of our chargers in Residential and Business parking settings such as workplaces, fleets and semi-public parking lots. The Wallbox App and portal include a range of

• management features available for all of our clients. It allows remote control and over the air updates for continuous improvement and maintenance of Wallbox chargers. The Wallbox App key functionalities include:

• Manage charging status and information from smart devices

• Real-time status, notifications and statistics of our chargers

• Remote locking and unlocking our chargers on the Wallbox App

• Manage multiple users and chargers using the Wallbox App portal

• Access an integrated payment system to manage charging fees

• Access a range of intelligent energy management features such as:

• Schedules that take advantage of off-peak utility rates

• Power Sharing, that allows connecting multiple chargers to the same electrical circuit and balances the power distribution based on each vehicle’s need for power; and

• Dynamic Power Sharing, that measures the live energy usage at home or in the building and automatically adjusts the charge to all connected EVs in harmony with the local grid’s capacity, avoiding blackouts and costly energy bills.

Public EV Charging Hardware

• Supernova: DC fast charger equipment designed for public use provides 60 to 240 kW of charging capacity, providing drivers more than 100 miles of range in 10 min. Offering a charging experience in the segment with a competitive cost, Supernova was created to satisfy both EV drivers and charge point operators. Due to its innovative modular design, using six power modules, has shown to be more reliable and efficient, yet significantly lighter than other comparable public chargers, making it easier to transport, install and maintain. A wide array of sensors, real-time data and round-the-clock connectivity can allow for efficient remote and on-site maintenance, reducing costs and simplifying planning and operations. Available with different charging cables, OCPP compatibility and over-the-air software updates, Supernova can easily integrate to any existing charging network and charge any present and future electric vehicle. Supernova offers drivers a seamless charging experience through its interactive lighting system, 10 inch Touchscreen, RFID reader, multiple payment options and wheelchair accessibility. Chargepoint operators can also leverage a custom branding program, wrapping the chargers in their unique logos and color palettes. In addition, chargepoint operators can make use of adjacent services and solutions such as Sirius Energy Intelligence, to optimize available power between the chargers, Wallbox Care Program, for maintenance and extended warranty, and battery energy storage systems, through our partnership with Pramac. In 2024, Wallbox started to sell the UL certified Supernova in North America and announced that we have obtained the Germany's Eichrecht certification for Supernova. In 2025, we obtained the California Type Evaluation Program certification for the Supernova DC fast charger, marking a major milestone in our North American expansion. "CTEP" certification is a key requirement for EV chargers involved in the sale of electricity, ensuring they display essential transaction details, including the amount of electricity dispensed, the unit price, and the total cost. By completing this milestone, Wallbox significantly expands its addressable market in the U.S. as California is one of the largest EV markets.

In addition, we introduced Supernova PowerRing, the next generation DC fast charging solution of Wallbox. This new charging solution is driven by DC Link, our proprietary technology that connects multiple Supernova chargers into shared power systems. In a PowerRing cluster, chargers exchange unused energy in real time, ensuring every kilowatt is used efficiently. Clusters of 2–3 units can deliver up to 400 kW from any outlet, and capacity expands easily by adding more rings without major infrastructure upgrades.

• 

•EV Charging Software

• Electromaps: Hardware-agnostic e-mobility service provider (eMSP) and charger management software with close to 1.4 million registered users which are connected close to 587,000 charge points worldwide as of December 31, 2025 and enables users to find publicly available charging ports. In addition, we have established partnerships in Europe with operators of charging points that allow users to pay for their charging directly via Electromaps. We intend to extend these relationships with charging operators outside of Europe and enable this payment feature globally.

• EVectrum: Hardware-agnostic platform for managing chargers used by fleets and public networks to provide charging services in various locations, including retail stores, hotels, public parking spaces, streets and highways. A dedicated EV Fleet charger management solution, EVectrum enables drivers to charge on the go, in-premise and at home. EVectrum allows users to publish on the Electromaps platform any charging point they manage, providing them with an opportunity to sell or rent the chargers to other users. As a hardware-agnostic platform, it can accommodate chargers from different brands.

• Energy Management Software for Building & Charging Sites

• Sirius is an energy management solution that is designed to provide energy flexibility and protect grid overload. In the case of energy management and buildings, the system seamlessly integrates the electric grid with solar, on-site batteries and other renewable energy sources. Sirius is capable of managing various energy sources and can automatically choose the greenest or less expensive one available to meet the building’s demand, as well as storing energy surpluses in EVs or battery walls plugged to the system. With its automated intelligence, Sirius is designed to increase a building’s renewable energy consumption significantly. It is also designed to help solve one of the biggest challenges of large-scale use of most green energy sources: its weather-dependent availability, which often results in supply/demand imbalances and consumption inefficiencies. Sirius is created for creating savings and reducing the carbon emissions impact from our Headquarters in Barcelona. In addition, Sirius can be integrated in charging sites for more flexibility and scalability with options to combine different charger types. The solution allows for automatically balance the energy between chargers and building consumption, avoid grid overloads, and scale charging networks with the goal to reducing capital and operational expenses

•Upgrades & Accessories

We provide upgrade options that combine the Wallbox App platform with our energy meters and accessories, enabling advanced energy management features and seamless charges:

• Energy meter: A power meter that measures the available energy at home or in the building in real time. It enables several energy management features such as Dynamic Power Sharing, as well as new functionalities that are available through remote software updates.
• EV charging cables: Cables with Type 2 to Type 2 and Type 2 to Type 1 connectors, available in lengths of 5m and 7m, ensuring compatibility with every electric vehicle.
• Pedestals: Standard, Onyx and Eiffel pedestals are free standing mounting solutions that provide an alternative solution to hanging chargers on the wall.
• RFID cards: Identification cards allow secure shared access to the chargers. Chargers with an RFID reader can be unlocked by approaching a card to it. RFID cards are compatible with Pulsar Pro, and Quasar.

•Services

We offer necessary services intended to provide tailored end-to-end solutions:

• Installation: The certified partners of our installer network, receive training from a team of professional engineers. The in-depth acquired knowledge of our products ensure installations according to local governmental and industrial standards. This also allows us to sell charger and installation bundles through its ecommerce website and on third-party marketplaces like Amazon.

• In 2023, we introduced the Wallbox Care Program, specifically designed for fast-charging solutions. This program provides a variety of customizable services aimed at providing an optimal installation, operation, and maintenance of Supernova. The services offered include commissioning, corrective and preventive maintenance, remote support, spare parts, extended warranty, training, and support materials.

Manufacturing and Sources and Availability of Raw Materials

We design and manufacture our products in‑house across our factories. We opened our factory in Barcelona, Spain (Zona Franca) in December 2021. We opened a factory in the U.S. in Arlington, Texas in October 2022 to service the North American EV charging market. All chargers manufactured in our facilities are certified to be sold across North America, Europe, Latin America and the APAC region.

On November, 2, 2023, we added two new production facilities to the other two existing facilities through our acquisition of ABL assets, with one facility in Nürnberg, Germany (Lauf an der Pegnitz) and other in Tangier, Morocco.

We source our components and raw materials through a global supply chain, with a majority of the sources currently based in Europe. The components and raw materials needed for our products are impacted by supply constraints, which can result in pressure to increase prices. We look to mitigate these impacts by placing orders in advance with the objective of avoiding material price increases. We also look to our in‑house engineering and validations team to integrate both existing and new suppliers, provide in‑house testing and end‑of‑line validation capabilities, which we believe helps us adapt when there are unexpected market changes and shortages and address the lack of critical components like microchips or lithium. We also work to negotiate preferred vendor status with suppliers of critical components so that we are provided the volume we need. We also incentivize cost reduction and engineering initiatives that allow us to reduce the cost of our hardware, offsetting external variable costs including raw materials and freight.

Customers and Strategic Partnerships

We have established and maintain strong long‑term relationships with a broad range of partners in order to broaden our sales channels across a wide range of customers and geographies. Some of the key types of partners we seek to work with include automotive manufacturers, utility companies, distributors, resellers, installers, enterprises, and eCommerce companies. Some of the key clients we have previously worked with include automotive OEMs and dealerships, energy companies, value‑added distributors and resellers, installers, enterprises, and e‑commerce.

Of these companies, a significant portion of our revenues in the year ended December 31, 2025, come from utility companies, such as Iberdrola, Florida Power & Light Company, Generac Power Systems, and COPEC. We have a longstanding partnership with Iberdrola, a large multinational electric utility and one of our largest institutional investors.

The majority of our sales during the year ended December 31, 2025 were generated through distributors, resellers, and installers such as Free2Move, Pluginvest, Libra Energy, Osprey, Rexel International, Florida Power & Light Company and Platt Electric Supply. Lastly, a smaller portion of our sales during 2025 were from direct sales, split almost evenly between sales to enterprises and e‑commerce sales made directly through our website or via Amazon.

Go‑to‑Market Strategy

Our product focus follows the user. Given that more than 70% of EV charging happens at home, we predominantly focus on home and business solutions, but we sold our first units of Supernova for public charging in the first quarter of 2022.

One of the many ways in which we differentiate ourselves in the EV charging market is the consumer‑focused approach of our product offering. Unlike many of the more traditional industrial‑centric EV charging products, we place a particular focus on compact and appealing product designs and ease‑of‑use for the customers across their whole product experience from purchase to installation to usage.

We sell our EV charging solutions through various channels. The most logical point of sale of a charger is at automotive OEMs and utility companies. We have built and maintain an ecosystem of partner channels including, installers, resellers and value‑add distributors. Additionally, we also sell directly to enterprises and end consumers through e‑commerce sales.

We offer customer purchasing experience across all our channels:

• Own channels ‑ Customers can purchase the charger and installation as a bundle with delivery within 48 hours. Customers can also pay in installments.
• Partner channels ‑ We provide marketing materials, training and support to our partners to improve sales.

Home & Business Go‑to‑Market Strategy:

We sell EV charging solutions in over 100 countries as of December 31, 2025 and have successfully penetrated several markets that previously had limited EV charging presence.

We intend to enter new markets through partnering with local companies that offer geography specific knowledge, strong installation and charge point operations (CPO) capabilities, and relationships with potential future clients. By leveraging the partner’s local expertise combined with our differentiated solution, we pursue various customers, such as, national utilities, OEMs, auto dealerships, and importers. This enables us to build out a network of installation partners, value‑add resellers and distributors in the region. We accelerate growth in each region through qualified leads, channel marketing and advertising, installation and commercial training. After achieving scale in the market we then establish field offices and continue to seek other B2B opportunities for further expansion.

Public Go‑To‑Market Strategy:

We began the roll‑out of our first public charger, Supernova, in the first half of 2022 and intend to expand this growth through a two‑phase approach:

• Partnerships with utilities and local distributors: Given that public chargers will be directly connected to the public grid, we intend to develop strategic agreements with local utilities and their corresponding distributors to carry out the installation of the Supernova. We have already made significant progress on this phase, successfully expanding our collaboration with some of the world's largest utility companies, such as Iberdrola, Ignitis, Osprey, Free2Move and Pluginvest.
• Building a sales network: The second phase of the Supernova roll‑out comprises the development of a set of commercial agreements with trusted partners that might be interested in acquiring the Supernova to deliver a fast‑charging solution to either their fleets (e.g. a supermarket which has EVs for their delivery service), or for their customers (e.g. a shopping mall that wants to provide users with the ability to charge their parked car while shopping). We will leverage our already existing commercial agreements on Home & Business chargers to offer these enterprises our new public fast charging solution, Supernova.

Competition

We have approached the market with a differentiated, user‑focused philosophy: we started our journey within the home segment, built out our brand, and subsequently added the business and public segments to our product portfolio, to be able to empower users where they go. With only a very few companies operating globally, we believe we have a competitive position to support the EV driver on the full spectrum of EV charging. We own the entire process in‑house ‑ from design to assembly to certification ‑ which we believe allows us to adapt and respond

quickly with a product that fits different customer needs across borders and on a global scale. With our product portfolio of smart charging solutions for residential and work use and fast DC chargers and eMSP solution, we believe we are poised to be a leader in the industry.

Europe

The European EV charging market is characterized as fragmented. There are many small and local players, with only a limited number of parties having sufficient scale and funding to be competitive in the long term. The European market is important as it is expected to grow steadily, following leading European markets such as Norway and the Netherlands. Even though there are many local parties with a solution, we believe we offer more stylish, compact, lighter, and feature‑rich products, which is appealing for residential charging and caters to the entire continent. In addition to the superior charging solutions and important energy management capabilities, we believe we are well‑positioned in Europe with local offices in several countries complemented by a European‑wide partnership with installers, OEMs, and distributor, as well as the ABL business in Germany.

North America

Although the North American market is still in development from an EV penetration perspective, it is an important market for us to position ourselves early. Namely, as one of the largest automobile markets globally, we believe the North American market has a significant sales volume potential as EV sales are expected to increase steadily. From a competitive perspective, the North American market has high barriers to entry due to strict certification and validation requirements. Therefore, this market differs from Europe as the market is less fragmented with only a few large players: a dynamic that we see as ripe for disruption. With our residential offering, we believe we are well‑positioned to gain market share as we can capitalize well on the consumer‑driven characteristics of this market. Also, we opened a manufacturing facility in October 2022 to produce and distribute Pulsar Plus to the North American market. In 2024, we also started to offer our public charging solution, the Supernova UL, in the North America market. This opens up a new segment which we believe has a lot of potential.

APAC

The APAC market is expected to continue to be one of the leading EV charging markets in the coming years. China is currently, by far, the leader in EV sales and in the installation of public charging infrastructure. Yet, similar to the European market, the rest of APAC market can be characterized as a highly fragmented market with less than a handful of players that have gained significant scale in the industry. From a technology and pricing perspective, the EV charging solutions are cost‑competitive as they can be manufactured at a lower cost point. However, the charge points in the APAC region tend to have inferior technology in terms of quality, functionalities, capabilities or lack certification standards to operate in other regions. With our innovative, advanced, smart, and seamlessly connected EV charging solution technology with easy‑to‑use functionalities and embedded software, we have developed a differentiated solution for the APAC market. In addition, we have bolstered our position with an office in Shanghai covering China and APAC regions and a new subsidiary in Shanghai after the acquisition of ABL business.

For a breakdown of total revenues for the principal markets where we compete, please refer to Note 7. “Operating Segments,” within our consolidated financial statements included elsewhere in this Annual Report.

Competitive Strengths

Strong global brand

We have built a brand by taking a very consumer centric approach. We do not white label our products, which we believe allows us to maintain attractive margins and create a recognizable brand. Our award winning product portfolio is third‑party validated by highly regarded international trade organizations, including Green Good Design Award (2025), ADI Delta Awards (2024), Winner of The smarter E AWARD (2023), Winner of European Product Design (2023), Winner of Reddot Product Award (2022), Winner of iF Design Product Award (2022), Winner of Good Design (2021), Best of CES (2020), and Fast World Changing Ideas finalist (2020) amongst others. Our portfolio extends worldwide, demonstrating our ability and speed to adapt and meet the different regulations across regions as well as across segments, providing the same customer centric approach across all use cases, whether at home, work or in public locations. We believe customers can find a Wallbox charger that fits their needs. This effort has led to partnerships with well-recognized brands such as Costco, Kia, Free2Move and Generac to provide our products and services.

Large global total addressable market

We believe the EV market is at an inflection point and is experiencing substantial growth. Mass EV adoption translates to significant charging infrastructure growth. Despite dampened sentiments in certain EV markets and slower growth the recent years, the growth of the global EV market remained solid with 20% year-over-year growth in 2025 according to Rho Motion. We believe that the EV charging market continues to be a large opportunity with more than 230 million chargers expected to be sold between 2026 and 2036. This total is dominated by home chargers, with more than 165 million chargers expected to be sold in the same time period and accounting for 72% of the total chargers sales. In addition to these, it is projected that there will be 15 million public chargers, 44 million work place chargers and 6 million depot chargers to be sold during this period. Close to $900 billion of cumulative investment would be needed to install all of these chargers. We

believe we are positioned to capture and control a large share of this market by leveraging smart charging technology to enable mass EV adoption, fast time to market and robust supply chain to meet demand, global operations and local certifications.

Full‑service technology provider

We have a full suite of EV charging solutions spanning proprietary hardware, software, and services for domestic, business and public charging. Our enterprise grade software platform seamlessly connects across all of the chargers. As of December 31, 2025, through Wallbox App, we have managed over 181 million charging sessions and over 3,574 GWh charged. Additionally, we believe we offer the most innovative features on the market, such as Bluetooth, PV match, gesture control, facial recognition, V2H/V2G, which allows us to maintain high margins.

Powerful business model

Our in‑house design and manufacturing capability enables us to have very fast development cycles, adapt to the ever‑changing global supply chain and never run out of stock. In‑house certification allows us to expand to new countries and adapt to new local requirements.

Truly global business with strong blue‑chip customers

We serve a variety of customers and have established channel distribution in more than 100 countries as of December 31, 2025. Customers include automotive manufacturers, utility companies, resellers, distributors and installers. We also sell direct to consumers via enterprise or e‑commerce sales through our website or via Amazon.

Uniquely positioned at the intersection of energy and mobility markets

EV owners typically double their home’s energy consumption through charging. We believe our embedded software across our products enables customers to control charging and manage energy. For example, our DC bi‑directional charger for the home, Quasar, allows the battery of an EV to discharge the energy stored in the vehicle and power a home for up to five days. Quasar 2 also allows EV owners producing renewable energy to store the energy in their vehicles when not fully utilized by their home.

Founder‑led company, experienced management team and high‑profile investors

We are led by a management team with expertise across technology, energy, industrial and financial organizations. As of December 31, 2025, we had a team of over 637 individuals, which consisted of mostly software and hardware engineers and a global salesforce. Since the Company’s founding in 2015, we have been able to demonstrate our capabilities in expanding the EV charging business in Europe, North America and Asia. We are backed by global leading strategic and financial investors, including Iberdrola and Generac.

Growth Strategies

We believe our scalable business model will enable us to continue to outperform the growth of the broader EV charging market. We intend to achieve this growth by focusing on the following strategies:

• Continue our global expansion: We intend to continue to expand beyond the more than 100 countries (as of December 31, 2025) where we currently sell locally‑certified products by increasing our presence in the core EV markets, and penetrating rapidly developing markets such as APAC and Eastern Europe.
• Launch new technologies: We plan to continue to update our product portfolio to include the latest and energy efficient technology—as we have done with the Pulsar Pro and Pulsar Socket product line (upgrades from Pulsar). Additionally, we expect to launch complimentary energy management software features and innovative hardware products, such as ultra‑fast powered (400kW) chargers.
• Provide all‑in‑one energy solutions with the charger at the center: Our goal is to unlock the full potential of every EV. There are already several countries (UK, Australia, and Germany amongst others) where we have established partnerships with utilities and energy distributors. These partnerships enable users to connect directly to the grid, “vehicle‑to‑grid” (V2G), allowing them to sell their excess energy. V2G connectivity gives rise to a broad set of energy functionalities that we expect to launch to redefine the future of charging; energy technology will only get smarter, and we intend to spearhead this movement.

Seasonality

For a description of our business seasonality, please refer to Item 5, “Operating and Financial Review and Prospects.”

Intellectual Property

We rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. Our success depends in part upon our ability to obtain and maintain proprietary protection for our products, technology and know‑how, to operate without infringing the proprietary rights of others, and to prevent others from infringing our proprietary rights.

As of December 31, 2025, we have one (1) granted design patent in the U.S.A. and we have filed: (a) two (2) international patents which are currently in national phase before the relevant authorities and (b) two (2) design patent applications in the USA which are currently under examination by the relevant authorities. Additionally, with the ABL purchase we enhanced our intellectual property portfolio acquiring the certification of the German EV charging calibration-law (Eichrecht). We continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies that we believe provide a meaningful competitive advantage.

We intend to continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies that we believe provide a meaningful competitive advantage. If we are unable to do so, our ability to protect our intellectual property or prevent others from infringing our proprietary rights may be impaired.

Government Regulation

Product Certifications

Throughout the world, electrical appliances are subject to various mandatory and voluntary standards, including requirements in some jurisdictions, including the United States, that products be listed by Underwriters’ Laboratories, Inc. (“UL”) or other NTRL laboratory. In the United States, we are required to undergo certification and testing of compliance with UL standards, as well as other national and industry specific standards. We endeavor to have our products designed to meet the certification requirements of, and to be certified in, each of the jurisdictions in which they are sold. We provide many of our certifications in‑house depending on the local requirements; although, the requirements for certification vary from jurisdiction to jurisdiction and may require third party certifications in certain jurisdictions.

CPSC

As a marketer and distributor of consumer products, we are subject to the Consumer Products Safety Act and the Federal Hazardous Substances Act, which empower the U.S. Consumer Product Safety Commission (“CPSC”) to seek to exclude products that are found to be unsafe or hazardous from the market. Under certain circumstances, the CPSC could require us to repair, replace or refund the purchase price of one or more of our products, or we may voluntarily do so.

OSHA

We are subject to the Occupational Safety and Health Act of 1970, as amended (“OSHA”). OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various record keeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations.

NEMA

The National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers. NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data.

Waste Handling and Disposal

We generally do not manufacture the components of our charging products. Rather, our employees and contractors engage in assembly of charging products at our facilities primarily using components manufactured by OEMs. Nonetheless, we may be subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries. These laws generally regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste, and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed of. For instance, CERCLA, also known as the Superfund law, in the United States and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release occurred as well as companies that disposed of or arranged for the disposal of hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. We may

handle hazardous substances within the meaning of CERCLA, or similar state statutes, in the course of ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

We also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of our products are excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, we may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or our ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect our operating expenses.

Similar laws exist in other jurisdictions where we operate. Additionally, in the EU, we are subject to the Waste Electrical and Electronic Equipment Directive (“WEEE Directive”). The WEEE Directive provides for the creation of a collection scheme where consumers return electrical waste and electronic equipment to merchants, such as us. If we fail to properly manage such electrical waste and electronic equipment, we may be subject to fines, sanctions, or other actions that may adversely affect our financial operations.

General

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub‑national, and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on our business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste, or batteries, could cause additional expenditures, restrictions and delays in connection with our operations as well as other future projects, the extent of which cannot be predicted. For instance, California may adopt more stringent regulation of EV charging and, in February 2023, the U.S. Department of Transportation and U.S. Department of Energy announced plans to include minimum standards and “Buy America” requirements for EV charger stations funded by certain U.S. federal programs. In addition, various local, state, and national incentives exist or may come to exist to encourage the installation of EV charging stations; nevertheless, the level and duration of such incentives are not guaranteed and may be subject to change over time.

C.Organizational Structure

Please refer to Note 27, “Details of Wallbox Group Subsidiaries”, within our consolidated financial statements included elsewhere in this Annual Report for a listing of our significant subsidiaries, including name, country of incorporation, and proportion of ownership interest.

D.Property, Plant and Equipment

Our Facilities

We design and manufacture our products in‑house across our leased factories located in Barcelona, Spain (Zona Franca) which has an estimated production capacity of approximately 389 thousand chargers per year, Arlington, Texas which has an estimated production capacity of approximately 241 thousand chargers per year, Nürnberg, Germany (Lauf an der Pegnitz) which has an estimated production capacity of approximately 56 thousand chargers per year and approximately 10,600 thousand of connectivity components per year and Tangier, Morocco where we produce components for the charger's production. In addition, the Group has a facility to manufacture printed circuit boards ("pcb") in Sant Boi de Llobregat, Barcelona, Spain which has an estimated production capacity of approximately 1,340 thousand pcb's per year. All chargers manufactured across our facilities are certified to be sold across the United States, the European Union and APAC Region including China.

Our headquarters are located in Barcelona, Spain where we currently lease approximately 11,000 square meters of office space. We believe this space is sufficient to meet our needs for our headquarters in the foreseeable future and that any additional space we may require will be available on commercially reasonable terms.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

You should read the following discussion in conjunction with our consolidated financial statements included elsewhere in this Annual Report. This discussion contains forward‑looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in Item 3, “Key Information – D. Risk Factors.” Actual results could differ materially from those contained in any forward‑looking statements.

When we refer to the "Company" we are referring to Wallbox N.V. and its consolidated subsidiaries.

Business Overview

We believe we are a global leader in intelligent electric vehicle charging and energy management solutions. Founded in 2015, we create smart charging systems that we believe combines innovative technology with outstanding design with the goal of managing the communication between user, vehicle, grid, building and charger.

Our mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow. By designing, manufacturing, and distributing charging solutions for residential, business, and public use, we intend to lay the infrastructure required to meet the demands of mass electric vehicle ownership everywhere. We believe our customer‑centric approach to our holistic hardware, software, and service offering allows us to solve existing barriers to EV adoption as well as anticipate opportunities soon to come.

Private Placement Equity Offering

On June 15, 2023, we closed a private placement of Class A Shares, pursuant to which we sold 18,832,432 Class A Shares for aggregate gross proceeds of $48.6 million (€44.9 million) to certain existing investors and strategic partners at a price of $2.58 per share. Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on July 19, 2023.

On December 13, 2023, we closed a private placement of Class A Shares, pursuant to which we sold 10,360,657 Class A Shares for aggregate gross proceeds of $31.6 million (€29.3 million) to certain existing investors and Generac Power Systems, Inc (“Generac”) at a price of $3.05 per share. Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on January 12, 2024. Concurrently with the closing of the transaction several agreements have been entered into by the Company:

(a) a letter agreement between Generac and the Company, pursuant to which Generac has the following rights: (i) a first right of refusal to purchase or subscribe for any securities, including equity, equity-linked or debt securities or assets that the Company may propose to issue or sell to certain of Generac’s competitors; and (ii) for as long as Generac and its affiliates collectively own at least 3% of the Company’s outstanding share capital: (1) preemptive rights to participate with respect to certain future equity offerings by the Company, to the extent Generac does not have substantially similar antidilution protections in the organizational or charter documents of the Company; and (2) Company shall obtain the consent of Generac prior to approve any changes the Company may propose that adversely affect the rights of Class A Shares; and

(b) a letter agreement between Kariega Ventures, S.L., a major shareholder of the Company, which is controlled by Mr. Asunción, and the Company, pursuant to which Kariega Ventures, S.L., and the Company will agree to take best efforts to support the election of the director nominee set forth by Generac pursuant to its director nomination rights, which director nomination rights Generac shall have for so long as it, together with its affiliates, collectively own at least 3% of the Company’s outstanding share capital.

On August 5, 2024, we closed a private placement of Class A Shares, pursuant to which we sold 36,334,277 Class A Shares for aggregate gross proceeds of $45 million (€ 41.4 million) to certain existing investors and strategic partners at a price of $1.24 per share. Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on September 5, 2024.

On February 21, 2025, we closed a private placement of Class A Shares, pursuant to which we sold 26,707,142 Class A Shares for aggregate gross proceeds of $9.9 million (€ 9.4 million) to certain existing investors and strategic partners at a price of $0.37 per share.

On June 2, 2025, we closed a private placement of Class A Shares, pursuant to which we sold 22,458,944 Class A Shares for aggregate gross proceeds of $5.6 million (€ 4.9 million) to certain existing investors and strategic partners at a price of $0.25 per share.

On June 17, 2025, we closed a private placement of Class A Shares, pursuant to which we sold 37,759,630 Class A Shares, for aggregate gross proceeds of $9.6 million (€ 8.3 million) to the Spanish Society for Technological Transformation ("SETT") at a price of $0.25 per share.

BBVA Facility and Warrant Agreement

On February 9, 2023 (the “BBVA Facility Closing Date”), Wallbox, as guarantor, and its wholly‑owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (Wall Box Chargers) entered into a Facility Agreement (the “BBVA Facility Agreement”) with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”). The BBVA Facility Agreement provides for an aggregate term loan commitment of €25.0 million (the “BBVA Facility”), which amount was fully drawn down on the BBVA Facility Closing Date and for which we received an amount of €24.6 million after the deduction of fees and expenses. Related to this loan, on November 11, 2024, Wall Box Chargers, S.L.U., as borrower, signed an agreement with the BBVA which included a grace period of 18 months from the last installment payment and without variation of

any other terms of the initial agreement. See details in “Framework Agreement" caption. As of December 31, 2025 the outstanding amount is €19.4 million.

Principal outstanding under the BBVA Facility Agreement shall accrue interest on a daily basis at a rate equal to 1 month EURIBOR plus an amount equal to 8.00% per annum. The BBVA Facility is secured by certain intellectual property rights. The BBVA Facility matures on the fourth anniversary of the BBVA Facility Closing Date and under certain circumstances may be extended to mature on the fifth anniversary of the BBVA Facility Closing Date. Wall Box Chargers is permitted to prepay the BBVA Facility in whole or in part upon notice thereof in accordance with the terms of the BBVA Facility Agreement. Upon an event of default specified in the BBVA Facility Agreement that remains uncured after 15 business days, the BBVA Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the BBVA Facility Agreement. The BBVA Facility Agreement also contains customary affirmative and negative covenants. The BBVA Facility Agreement is governed by Spanish law.

Concurrently with the closing of the BBVA Facility Agreement and in consideration thereof, we entered into a Warrant Agreement (the “Warrant Agreement”) and Subscription Agreement (the “Subscription Agreement”) with BBVA (together with its assignees, the “Warrantholder”) pursuant to which we issued to the Warrantholder, and the Warrantholder subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares, for an exercise price of $5.32 per share. Pursuant to the Subscription Agreement, we filed a registration statement on January 12, 2024, which registration statement was declared effective on January 22, 2024, registering the resale of the Class A Shares issuable upon exercise of the Warrant. The Warrant Agreement provides for a redemption right in our favor when the Class A Shares achieve a value of $11.00 per share. Following the 1:20 reverse stock split that occurred in July 2025, the Warrant will be exercisable for 50,394 Class A shares for exercise price of 106.40 USD per share.

Syndicated Loan

On October 16, 2023, we, our wholly owned subsidiary, Wallbox USA, Inc. (“Wallbox USA”), and Wall Box Chargers, entered into agreements (the “October 2023 Facility Agreements”) that provide for: (i) a syndicated loan with Instituto de Crédito Oficial E.P.E., Institut Català de Finances, Mora Banc Grup SA and EBN Banco de Negocios, S.A. (“EBN Banco”) as funding entities, EBN Banco as coordinating entity and agent, Wallbox Spain as borrower and Wallbox USA and Wallbox as guarantors; and (ii) a loan with Compañía Española de Financiación Del Desarrollo COFIDES, S.A., S.M.E., as funding entity, EBN Banco as coordinating entity, Wallbox USA as borrower and Wallbox Spain and Wallbox as guarantors. The October 2023 Facility Agreements provide for an aggregate term loan commitment of €35.0 million (the “October 2023 Term Loan”), which aggregate amount was elected to be drawn on October 14, 2023. As of December 31, 2025, we had €32.8 million of borrowings outstanding under the October 2023 Term Loan. We used €30.0 million of the proceeds for investments in manufacturing lines at our charger manufacturing plants in Barcelona and for the development of energy management software and €5.0 million of the proceeds to expand our plant and assembly lines in the United States.

Principal outstanding under the October 2023 Term Loan accrues interest on a daily basis at a rate equal to three-month EURIBOR plus an amount equal to 3.25% per annum, provided that, the October 2023 Facility Agreements also include sustainability-linked pricing adjustments and, as to Facility Agreement 2, pricing adjustments related to sales in the United States. This loan will be secured by the property assets that are acquired in Barcelona with the proceeds under the October 2023 Term Loan, the bank accounts related to the October 2023 Facility Agreements and the credit rights under the insurance agreements related to the property assets to be secured. The October 2023 Term Loan matures on the fifth anniversary of October 16, 2023. The relevant borrower is permitted to prepay the October 2023 Term Loan in whole or in part upon notice thereof in accordance with the terms of the October 2023 Facility Agreements. The October 2023 Facility Agreements also contain covenants that require, based on our audited consolidated financial statements, a total debt to equity ratio ranging from 2.00x or less in 2023 to 1.20x or less in 2026 and thereafter, and a net debt to equity ratio ranging from 1.40x or less in 2023 to 0.90x or less in 2026 and thereafter, as well as other affirmative and negative covenants and customary events of default. Additionally, on April 8, 2025, as part of the Framework agreement explained below, the Group reached an agreement under which the financial covenants have been amended as follows: a total debt to equity ratio of 2.70x or less in 2025, 3.20x or less in 2026 and 2.70x in 2027 and thereafter, and a net debt to equity ratio of 2.10x or less in 2025, 2.40x or less in 2026 and 2.00x in 2027 and thereafter. For the period ended December 31, 2025, we have obtained a waiver issued by the bank.

HSBC Facility Agreement

On March 22, 2024, Wallbox and Wallbox USA Inc, as guarantors, and its wholly‑owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (“Wall Box Chargers”) entered into a Facility Agreement with Hong Kong and Shanghai Banking Corporation Limited (“HSBC”). The HSBC Facility Agreement provides for an Asset Based Lending commitment of €15.0 million (the “ HSBC Facility”). As of December 31, 2025, we had €15.0 million of borrowings outstanding under the HSBC Facility. The HSBC Facility is secured by certain stock rights valued at Euros 11.25 million. The HSBC Facility matures on the third anniversary of the HSBC Facility Closing Date (March, 2027). Wall Box Chargers is permitted to prepay the HSBC Facility in whole or in part upon notice thereof in accordance with the terms of the HSBC Facility Agreement. Upon an event of default specified in the HSBC Facility Agreement, the HSBC Facility may become due and

payable in full upon provision of notice thereof in accordance with the terms of the HSBC Facility Agreement. The HSBC Facility Agreement contains affirmative and negative covenants, including without limitation a minimum cash requirement and restrictions on incurrence of additional debt, liens or fundamental changes. The HSBC Facility Agreement also contains financial covenants regarding maintenance as of the end of each closing month of a minimum of Current Ratio (Current Assets/Current liabilities) calculated with some exclusions, of 1.25 and a minimum Inventory Turnover of 400 days. The HSBC Facility Agreement is governed by Spanish law. On May 28, 2025 the Group formalized a new agreement with HSBC to provide for the continued fulfillment of its debt obligations, which includes a minimum cash covenant of €25 million. As of December 31, 2025 we were not in compliance with these financial covenants and are negotiating a waiver and extension with HSBC.

Framework Agreement

On November 11, 2024, the Group entered into a framework agreement with Banco Bilbao Vizcaya Argentaria, S.A. and Banco Santander, S.A. providing an 18-month grace period on debt repayments. Additionally, as part of the agreement, the financial institutions have committed to maintaining the short-term financing agreements in force at least until June 30, 2026. The agreement included a clause requiring adherence from all relevant lenders (CaixaBank, S.A., EBN Banco de Negocios, S.A., Institut Catala de Finances, Instituto de Crédito Oficial, Mora Banck Grup S.A. and Compañía Española de Financiación del Desarrollo Cofides, S.A.) by May 11, 2025.

On April 8, 2025, all those financial institutions adhered to the framework agreement, formalizing the grace period and waiving financial covenant requirements for 2025.

Debt Restructuring Process

In 2025, the Group started a process with the aim to renew the capital structure. On 9 October 2025, the Company, together with certain of its subsidiaries, reached a standstill agreement (the “SS Agreement”) with the majority of its banking pool, namely, Banco Santander, S.A., Banco Bilbao Vizcaya Argentaria, S.A., and CaixaBank, S.A. (the “Majority Lenders”), to provide a stable framework to facilitate a long-term solution to the capital structure of the Company and its subsidiaries (the "Long Term Capital Structure"). By virtue of the SS Agreement, the Majority Lenders, among other things: (i) gave formal effect to certain waivers and consents previously provided to Wallbox, (ii) agreed to temporarily suspend payments of principal and interest until December 9, 2025, or until the Long Term Capital Structure is effectively implemented, whichever occurs first and (iii) expressly anticipated the possibility of certain breaches (including payment defaults) occurring during its term and accepted mechanisms to manage such events as part of the Long Term Capital Structure discussions. On 7 November 2025, Instituto de Crédito Oficial E.P.E., Institut Català de Finances, Mora Banc Grup, S.A., and EBN Banco de Negocios, S.A., under the existing syndicated loan agreement, and Compañía Española de Financiación del Desarrollo, COFIDES, S.A., S.M.E., under a separate loan agreement, acceded to the SS Agreement as additional participants. The SS Agreement was first extended until January 31, 2026, subsequently until February 28, 2026, and finally until March 31, 2026.

In connection with the above, on December 1, 2025, the Company reached a non-binding indicative commercial agreement (the “Commercial Agreement”) with the Majority Lenders and its major shareholders, which contemplates an extension of debt maturities and a proposed liquidity injection of €22.5 million through a combination of debt and equity, to provide a renewed capital structure for the company. The Commercial Agreement was reached by entering into an indicative non-binding term sheet (the “Term Sheet”) with the Major Lenders, which together represent approximately 65% of its existing debt, outlining the key commercial terms for a proposed renewed capital structure, and a non-binding letter of intent with certain key shareholders regarding a proposed new equity investment. On April 8, 2026, the Commercial agreement was signed by all the relevant parties, as part of the restructuring plan.

The principal terms of the restructuring are:

• Refinancing €57.6 million of existing bilateral loans into a new syndicated term loan, maturing in December 2030, with amortization beginning with limited quarterly payments starting in Q3 2026 and increasing gradually through 2027–2030.
• Establishing a new €69.1 million bullet instrument, maturing in December 2030, accruing payment-in-kind (PIK) interest.
• Restructuring the company’s working capital facilities into a new €42.8 million syndicated working capital line, maturing in December 2028 and featuring two successive automatic 12-month extensions unless opposed by a majority of lenders, and bearing interest aligned with the new syndicated term loan.
• €12.5 million in new trade commitments to be provided by the participating lenders and expected to be partially guaranteed by a credit insurance company. This facility is expected to strengthen Wallbox’s working capital position and support the management of payables and receivables as the company continues to grow.

All restructured financial debt pursuant to the restructuring plan and the New Money will share a single, common security package (the “New Security”) with such arrangements to be reflected in an intercreditor agreement that forms part of the restructuring plan. The New Security will consist of first demand guarantees from the key Group companies, pledges over 100 per cent of the shares in the Group’s main operating subsidiaries, security over core intellectual property, material commercial contracts and, in the case of Wallbox USA, stock, and pledges over key bank accounts and intercompany loans. In practice, this means that substantially all the Group’s material operating entities, shareholdings, cash balances, intellectual property and intragroup receivables within the scope of the restructuring plan will be pledged on a pari passu basis in favor of all secured financial creditors following implementation of the restructuring plan.

In addition, following the Effective Date and once Chargers has been transformed into a Spanish public limited liability company, Chargers will issue warrants or equivalent instruments convertible into Chargers’ shares (the “Chargers Warrants”) in favor of the Financial Creditors as an enforcement mechanism that may be exercised in the event of an acceleration under the Term Loan Framework Agreement, the Revolving Facilities Framework Agreement and the agreements comprising the New Money.

The proposed structure is expected to enhance liquidity and reinforce the company’s capital structure for the coming years by refinancing existing debt through revised maturities, amortization structures and interest terms.

The company is also seeking support from other minority lenders not part of the Commercial Agreement which are intended to be part of the restructuring process.The Company has entered into the restructuring plan on April 8, 2026, with, among others, financial creditors representing approximately 83% of the Group’s financial indebtedness. Upon its execution and the sanctioning of the restructuring plan by the Spanish court, its terms will be binding on all affected financial and non-financial creditors,

In parallel with the debt restructuring, the Commercial Agreement contemplates Wallbox raising €10.6 million of new equity to reinforce its capital structure.

Wallbox expects to finalize the restructuring plan which will be filed in the coming days for judicial approval in accordance with applicable Spanish law, complete the additional equity raise and effectuate the renewed capital structure during the first half of 2026 through the execution of the aforementioned Spanish restructuring plan. As part of this process, the company and certain of its subsidiaries submitted a formal communication to initiate negotiations with its creditors before the Spanish courts under the applicable legal framework in order to obtain the legal protection necessary to facilitate the negotiation and approval of the restructuring plan and ensure that the Group's business activities could continue on a going-concern basis during the negotiation. On March 4, 2026, the Spanish court authorized an extension of the negotiation period for up to an additional three months (i.e., until June 1, 2026).

Reporting Segments

For management purposes, we are organized into business units based on geographical areas and therefore have three existing reportable segments. Our segments are:

• EMEA: Europe‑ the Middle East and Asia
• NORAM: North America
• APAC: Asia‑Pacific

Refer to Note 7, “Operating Segments,” included within our consolidated financial statements for further details. Revenues from sales of goods reported in the EMEA segment also include sales from Wallbox Chargers, S.L. to the Latin America region.

Key Factors Affecting Operating Results

We believe our performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below and in the section of this Annual Report titled “Risk Factors.”

Growth in EV Adoption

Our revenue growth is directly tied to the continued acceptance of passenger and commercial EVs, which it believes drives the demand for charging products and infrastructure. The market for EVs is still rapidly evolving and although demand for EVs has grown in recent years, there is no guarantee such demand will continue into the future. Factors impacting the adoption of EVs include but are not limited to: perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on

a single battery charge; volatility in the cost of oil, gasoline, and electricity; availability of services for EVs; consumers’ perception about the convenience and cost of charging EVs; government subsidies for EVs and electricity; the development, prevalence and market adoption of EV fleets; and increases in fuel efficiency of non‑EV transportation. In addition, macroeconomic factors could impact demand for EVs, particularly since EVs can be more expensive than traditional gasoline‑powered vehicles and the automotive industry globally has been experiencing a recent decline in sales. If the market for EVs does not develop as expected or if there is any slow‑down or delay in overall EV adoption rates, this would impact our ability to increase our revenue or grow our business.

Competition

We believe we are currently one of the market leaders in Europe and North America in residential EV charging solutions based on the number of charging units sold compared to EVs sold on a country by country basis. We also provide and derive revenue from installation services and Electromaps, our online platform that enables users to find and pay for publicly available charging ports and manage their charging fleet. We intend to expand our market share over time in our product categories, including public charging stations, leveraging the network effect of our products, our partnership with Iberdrola and the Electromaps platform. Additionally, we intend to expand and grow our revenues via the rollout of the Supernova and Hypernova public charging stations. Nonetheless, existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. Furthermore, our competition includes competition resulting from acceptance of other types of alternative fuel vehicles, plug‑in hybrid electric vehicles and high fuel‑economy gasoline powered vehicles. If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted.

Global Expansion

We operate in Europe, North America, Latin America and APAC. Europe and North America are expected to be significant contributors to our revenue in future years with manufacturing capacity added to North America in 2022 and the inorganic growth due to the acquisition of ABL.

The European EV charging market can be characterized as fragmented. There are many small and local players, with only a limited number of parties having sufficient scale and funding to be competitive in the long term. Especially due to the government regulations currently in place, the EV sales are expected to increase in Europe. From a competitive perspective, the North American market has high barriers to entry due to strict certification and validation requirements. Therefore, this market differs from Europe as the market is less fragmented with only a few large players.

Similar to the European market, the APAC market can be characterized as a highly fragmented market with a small number of players that have gained significant scale in the industry. From a technology and pricing perspective, EV charging solutions in APAC are cost‑competitive as they can be manufactured at a lower cost point. Our growth in each of our markets requires us to differentiate ourselves as compared to our competition. If we are unable to penetrate, or further penetrate, the market in each of the geographies in which we operate or intend to operate, our future revenue growth and profits may be impacted.

During the year ended December 31, 2025, our sales in Latin America were not significant, however, we intend to expand our market presence in this region.

Impact of New Product Releases

As we introduce new products, such as the market introduction of our Supernova public charging stations, our profitability may be temporarily impacted by launch costs until our supply chain achieves targeted cost reductions. For example, during our launch of Supernova in 2022 we had a negative gross margin of 15.5% in connection with Supernova sales in 2022 based on €7,166 thousand in revenue and €8,278 thousand in changes in inventories and raw materials and consumables. However, in the year ended December 31, 2023 the gross margin from our sales of Supernova was positive 17.9% based on €30,511 thousand in revenue and €25,040 thousand in changes in inventories and raw materials and consumables, which continued to improve during the year ended December 31, 2024 ending with a gross margin from sales of Supernova of 30.5% based on €25,598 thousand in revenue and €17,798 thousand in changes in inventories and raw materials and consumables. In addition, during the year ended December 31, 2025 the gross margin from sales of Supernova has continued to improve showing a 45.3% of gross margin based on €18,431 thousand in revenue and €10,076 thousand in changes in inventories and raw materials and consumables.

In addition, we may accelerate our operating expenditures where we see growth opportunities which may impact profitability until upfront costs and inefficiencies are absorbed and normalized operations are achieved. We also continuously evaluate and may adjust our operating expenditures based on our launch plans for our new products, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects. As we attain higher revenue, we expect operating expenses as a percentage of total revenue to continue to decrease in the future as we focus on increasing operational efficiency and process automation.

Government Mandates, Incentives and Programs

The U.S. federal, state and local government, European member states, and China provide incentives to end users and buyers of EVs and EV charging products in the form of rebates, tax credits and other financial incentives. These governmental rebates, tax credits and other

financial incentives significantly lower the effective price of EVs and EV charging products or stations to customers. Early actions by the current U.S. administration indicate a potential departure from prior federal support for electric vehicles, including reconsideration of funding programs and national targets. Accordingly, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of administrative, regulatory, or legislative policy under the current or future U.S. administration. Any reduction in rebates, tax credits or other financial incentives could reduce the demand for EVs and for charging infrastructure, including infrastructure offered by us.

Penetration into the Public Charging Market

We commenced commercialization of the Supernova, our first DC fast charger for public use, during the first quarter of 2022. We have signed letters of intent (“LOI”) to collaborate with some of the world’s biggest utility companies for delivery of Supernova, and expect in the future to expand beyond utilities into additional distribution channels. One example includes Iberdrola which announced its intention to potentially acquire up to 10,000 public fast chargers from Wallbox as part of its sustainable mobility plan to deploy more than 150,000 chargers in homes, businesses and public road networks. In addition, we continue to introduce new versions of our Supernova product line with higher charging capacity which now can also be sold in North America and in Germany as we have all relevant certifications in place. Our offering of public charging solutions is complemented through Electromaps, an online platform that enables users to find publicly available charging ports and pay for their use. We have established partnerships in Europe with operators of charging points that allow users to pay for their charging directly via Electromaps. We intend to extend these relationships with charging operators outside of Europe and enable this payment feature globally.

Seasonality

Our business is seasonal in nature. Typically, consumers purchase more EVs in the second half of the year, particularly in the fourth quarter, and the seasonal variation in the timing of sales of our residential products tends to be correlated with sales of EVs. As a result, sales in the second half, and particularly in the fourth quarter, would, after adjusting for our growth, be higher than in the first half of the fiscal year and our results of operations may be subject to seasonal fluctuations as a result.

The Global Economic Environment

Certain factors in the global economic environment that may impact our global operations include, among other things currency fluctuations, capital and exchange controls, global economic conditions including inflation, interest rates, monetary policy, restrictive government actions, changes in intellectual property, protection and remedies, trade regulations, tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as impacts of political or civil unrest or military action, including the current conflict between Russia and Ukraine, tensions between China and the U.S., the U.K., the EU, and in the middle east and India, terrorist activity, unstable governments and legal systems, inter‑governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change. During 2022, global supply chains experienced disruptions that impacted and continues to impact delivery rates of electric vehicles. As a result, in January 2023, we announced cost reduction measures balanced between operating and personnel expenses, impacting approximately 15% of our workforce. We continued with these cost reductions measures in 2025 as we continued to right size the organisation to match the current market demand environment and expect these initiatives will continue through 2026.

Key Components of Results of Operations

Revenue

Our revenue consists of retail sales and sales from distributors, resellers and installers customers of charging solutions for EVs, which includes electronic chargers and other services. We recognize revenue from contracts with customers when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

Sale of Chargers and other related products

Revenue related to the sale of chargers consists of sales of public and home & business charging devices, as well as accessories. Revenue from the sale of goods is recognized at the point in time when control of the asset is transferred to the customer.

Sale of Services

Revenue related to the rendering of services consists of installation and software services, including commissions obtained from every charging transaction carried out through Electromaps; although, at this time, such revenue consists primarily of installation services.

Revenue from contracts with customers for installation services is generally recognized when the services have been completed to the customer (at a point in time given the short period that the service is rendered). Revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for those services. For installation contracts where the time required to complete execution is longer, the revenue recognition for each period is calculated taking into account the percentage of completion at the end of each financial period, considering the work in progress and the costs incurred until this date compared to the budgeted costs.

Changes in Inventories and Raw Materials and Consumables Used

This account consists of changes in inventory due to consumption of finished goods, raw materials and other consumables. Inventory consists of electric chargers and related parts, which are available for sale or for warranty requirements. Inventories are stated at the lower of cost or net realizable value. Cost is determined by the weighted average cost method. Inventory that is sold to third parties is included within changes in inventories and raw materials and consumables used. We periodically review for slow‑moving, excess or obsolete inventories. Products that are determined to be slow‑moving, excess or obsolete, if any, are written down to net realizable value.

Employee Benefits

Employee benefits consist primarily of wages and salaries, share‑based payment plan expenses and social security. We have 5 different share‑based plans: (i) 2018 Legacy Stock Option Program for Founders; (ii) 2020 Legacy Stock Option Program for Employees (“ESOP”); (iii) 2018 Legacy Stock Option Program for Management (“MSOP”); (iv) Wallbox N.V. Amended & Restated 2021 Employee Stock Purchase Plan; and (v) Wallbox N.V. 2021 Equity Incentive Plan (“RSU”). For the MSOP, ESOP and RSU we record share‑based payments based on the estimated fair value of the award at the grant date. It is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award granted after the Business Combination is based on the market price of our common stock listed on the NYSE on the date of grant. Employee benefits also includes the impact from Coil and Ares earn‑outs to sellers as it is linked to their continued provision of services in future.

For the 2018 Legacy Stock Option Program for Founders, we record share‑based payments based on the estimated fair value using the American option chain and considering the conditions established in the plan. This plan is considered fully vested from their date of concession.

Other Operating Expenses

Other operating expenses primarily consist of professional services, marketing expenses, external temporary workers expense, delivery expense, insurance premiums and other expenses, including leases of machinery with lease terms of twelve months or less and leases of office equipment with low value, including IT equipment.

Amortization and Depreciation

Depreciation, amortization and accretion relates to our intangible assets, right‑of‑use assets, property and equipment.

Impairment of Non-Current Assets

Impairment of assets consists of the impairment expenses booked in the period as a result of the impairment tests performed.

Net Other Income

Net other income consists of all other income and expenses linked to activities that are outside the core of our operating activities and may include income or losses related to gain or loss of assets, liabilities, and grants.

Operating Loss

Operating loss consists of our revenue and net other income less changes in inventories and raw materials and consumables used, employee benefits, other operating expenses and amortization and depreciation.

Financial Income and Financial Expenses

Financial income consists of interest income on outstanding cash positions and fair value adjustments of derivative instruments and valuation of financial instruments. Financial expenses consist of interest expense on loan and borrowings including leases, fair value adjustments on the convertible bonds, valuation of financial instruments and the unwinding effect on the put option liabilities.

Change in Fair Value of Derivative Warrant Liabilities

Public and Private Warrants originally issued by Kensington to its public shareholders and its sponsors were converted on the closing date of the Business Combination into a right to acquire one Class A Share (a “Wallbox Warrant”) on substantially the same terms as were in effect immediately prior to the closing date. These warrants were considered part of the net assets of Kensington at the time of the Business Combination. In addition, during 2023, Wallbox issued warrants as part of the facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") entered into in February 2023. On February 9, 2023 the Company signed an agreement with BBVA granting BBVA an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A shares for an exercise price of 5.32 USD per share (the "BBVA Warrants"). The BBVA warrants are exercisable until February 9, 2033 unless earlier redeemed by the Company pursuant to the warrant agreement. On July 3, 2025 the Company effected a reverse stock split of the Class A Shares and Class B Shares at a ratio of 20:1. As result, the number of BBVA Warrants outstanding was adjusted to 50,394 and the exercise price is now 106.4 USD.

On July 30, 2024, Wallbox and Generac entered into warrant agreements (the “Warrant Agreements”), pursuant to which we issued to Generac (together with its assignees, the “Warrant holder”), and the Warrant holder subscribed for and acquired, (a) an aggregate of 11,135,873 warrants exercisable until May 8, 2029 (type 1) and (b) an aggregate of 1,967,098 warrants exercisable until July 30, 2028 (type 2), in each case for an equal number of our Class A Shares, at an exercise price of up to 3.05 USD per Class A Share (which exercise price may be lowered at the sole discretion of the Company prior to the Expiration Date (as defined in the Warrant Agreements). The Warrant Agreements also provide for a redemption right in our favor when the reported trading price of our Class A Shares is at least 120.00 USD per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third business day prior to the date when the notice of redemption is given. As a result of the reverse stock split, the number of warrants was adjusted to 556,793 (type 1) and 98,354 (type 2) and the exercise price is now $61.00 USD.

According to management’s assessment, the Public and Private Warrants, BBVA Warrants and Generac Warrants fall within the scope of IAS 32 and have been classified as a derivative financial liability. In accordance with IFRS 9 guidance, derivatives that are classified as financial liabilities shall be measured at fair value with subsequent changes in fair value to be recognized in profit and loss.

Foreign Exchange Gains /(Losses)

Foreign exchange gains (losses) consist of realized and unrealized gains (losses) on foreign currency transactions and outstanding balances at year‑end.

Income Tax Credit

Income tax credit relates to a percentage of research and development (“R&D”) related expenses that are expected to be eligible for tax deductions. As a deduction as a result of our tax residency in Spain, the tax credit is available as a deduction for certain eligible R&D expenses, including IT and product development.

Loss for the Year

Loss for the year consists of our operating loss, net financial loss, share of loss of equity‑accounted investees and income tax credit.

A.Operating Results

Comparison of the years ended December 31, 2025 and 2024

The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report. The following table sets forth our consolidated results of operations data for the years ended December 31, 2025 and 2024:

	Year Ended December 31,					Variance
	2025		2024					%
	( in thousands, except percentages)
Sales of goods			€	146,222			)		(17	)%
Sales of services				17,721					31	%
Revenue				163,943			)		(11	)%
Changes in inventories and raw materials and consumables used		)		(107,920	)				(17	)%
Employee benefits		)		(71,488	)				(28	)%
Other operating expenses		)		(54,089	)				(21	)%
Amortization and depreciation		)		(37,873	)				(10	)%
Impairment of assets		)		(26,415	)		)	n/m
Net other income				25					1396	%
Operating loss		)		(133,817	)				(26	)%
Financial income				1,945			)		(73	)%
Financial expenses		)		(23,680	)				(24	)%
Change in fair value of derivative warrant liabilities				1,081					77	%
Foreign exchange gains/(losses)				(4,044	)				(388	)%
Net Financial Result		)		(24,698	)				(85	)%
Loss before Tax		)		(158,515	)				(35	)%
Income tax credit		)		6,723			)		(101	)%
Loss for the year		)		(151,792	)				(32	)%

All values are in Euros.

n/m = not meaningful

Revenues

Sales of goods revenue decreased by €(24,360) thousand, or (17)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the decrease of sales of our AC and DC chargers in our main markets.

Sales of services revenue increased by €5,537 thousand, or 31%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to an increase in fees from installation services offered by us, including in connection with the services offered by Coil.

Operating Loss

Expenses related to changes in inventories and raw materials and consumables used decreased by 18,338 thousand, or (17)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. These expenses decreased primarily as a result of a reduction in sales and the improvements of our gross margin related to the efficiency improvement in the production process and the cost of products.

Employee benefits expense decreased by €19,927 thousand, or (28)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily reflecting the improvements achieved in terms of personnel cost efficiency.

Other operating expenses decreased by €11,388 thousand, or (21)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the impact of our programs for cost reductions.

Amortization and depreciation decreased by €3,684 thousand, or (10)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to investments in R&D development costs of the Company.

Impairment of assets of €26,755 thousand corresponds to the impairment of Wallbox Europe CGU following the impairment tests performed.

Net Financial Result

Financial income decreased by €(1,412) thousand for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily resulting from the decrease in the interest received from our financial investments.

Financial expenses increased by €5,760 thousand for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the impact of the interest and bank fees and expenses incurred as a result of the amounts drawn down under our available lines of credit during 2025.

Change in fair value of derivative warrant liabilities decreased by €829 thousand for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the decrease of the fair value of derivative warrants.

Foreign exchange results increased by €15,707 thousand for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to fluctuations in USD against the Euro.

Income Tax Credit

Income tax credit decreased by €(6,810) thousand, or (101)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the fluctuation of tax credits receivable for certain R&D expenses. No deferred tax assets were recorded for losses carried forward and as a result no regular corporate income charge is recorded in both years.

Comparison of the years ended December 31, 2024 and 2023

For a discussion of the financial results and condition for the fiscal year ended December 31, 2024, please refer to “Item 5. Operating and financial review and prospects—A. Operating results—Comparison of the years ended December 31, 2024 and 2023” of our Annual Report on Form 20-F for the year ended December 31, 2024 filed on May 6, 2025.

Operating Results by Segments

EMEA Segment

Comparison of the years ended December 31, 2025 and 2024

The following table presents our results of operations at a segment level for EMEA for the years ending December 31, 2025 and 2024:

	Year Ended December 31,					Variance
	2025		2024					%
	( in thousands, except percentages)
Revenue			€	134,371			)		(16	)%
Changes in inventories and raw materials and consumables used		)		(89,941	)				(21	)%
Employee benefits		)		(58,314	)				(25	)%
Other operating expenses		)		(45,016	)				(25	)%
Amortization and depreciation		)		(35,282	)				(10	)%
Impairment of assets		)		(26,415	)		)		—
Net other income				372					24	%
Operating loss		)		(120,225	)				(21	)%

All values are in Euros.

Revenue decreased by €(21,923) thousand, or (16)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the decrease of sales of our AC and DC chargers in our main markets.

Expenses related to changes in inventories and raw materials and consumables used decreased by €18,496 thousand, or (21)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. These expenses decreased primarily as a result of the reduction in sales and the improvements in our gross margin related to the efficiency in the production process and the production costs.

Employee benefits expense decreased by €14,495 thousand, or (25)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to reflecting the improvements achieved in terms of personnel cost efficiency.

Other operating expenses decreased by €11,089 thousand, or (25)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the impact of our programs for cost reductions started in 2023.

Impairment of assets of €26,755 thousand corresponds to the impairment of Wallbox Europe CGU following the impairment tests performed.

NORAM Segment

Comparison of the years ended December 31, 2025 and 2024

The following table presents our results of operations at a segment level for NORAM for the years ending December 31, 2025 and 2024:

	Year Ended December 31,					Variance
	2025		2024					%
	( in thousands, except percentages)
Revenue			€	37,417					16	%
Changes in inventories and raw materials and consumables used		)		(26,569	)		)		7	%
Employee benefits		)		(12,902	)				(41	)%
Other operating expenses		)		(9,625	)		)		3	%
Amortization and depreciation		)		(2,589	)				(7	)%
Net other income		)		(347	)			n/m
Operating loss		)		(14,615	)				(65	)%

All values are in Euros.

n/m = not meaningful

The increase in revenues of €6,054 thousand, or 16% for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was driven by the strong AC and DC sales in the North America market and the increase in fees from installation services offered by Coil.

Expenses related to changes in inventories and raw materials and consumables used increased by € (1,976) thousand, or 7%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. These expenses increased primarily as a result of the increase in sales in this segment, expenses associated with the accelerated launch of new products and changes in product mix.

Employee benefits expense decreased by €5,319 thousand, or (41)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the reduction in personnel in this region as part of the reduction cost program started in 2023.

Operating loss decreased by € 9,563 thousand, or (65)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the impact of cost reduction program started in 2023.

APAC Segment

Comparison of the years ended December 31, 2025 and 2024

The following table presents our results of operations at a segment level for APAC for the years ended December 31, 2025 and 2024:

	Year Ended December 31,					Variance
	2025		2024					%
	( in thousands, except percentages)
Revenue			€	1,765			)		(70	)%
Changes in inventories and raw materials and consumables used		)		(945	)				(72	)%
Employee benefits		)		(272	)				(42	)%
Other operating expenses		)		(363	)				(49	)%
Amortization and depreciation		)		(2	)				(50	)%
Net other income				—				#DIV/0!
Operating income / (loss)		)		183			)		(128	)%

All values are in Euros.

n/m = not meaningful

The decrease in revenue of €(1,231) thousand, or (70)% for the year ended December 31, 2025 as compared to the year ended December 31, 2024 was driven by the sales reduction in the Australian region.

Expenses related to changes in inventories and raw materials and consumables used decreased by € 676 thousand, or (72)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. These expenses decreased primarily as a result of the reduction in sales in this segment.

Employee benefits expense decreased by €113 thousand, or (42)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024, primarily due to the reduction in personnel in this region as part of the reduction cost program started in 2023.

Operating income for the year ended December 31, 2025 has reduced by €235 thousand compared to the year ended December 31, 2024 primarily due to the reduction of activity mentioned above.

Reconciliations of Non‑IFRS and Other Financial and Operating Metrics

The following table reconciles EBITDA and Adjusted EBITDA to the most directly comparable IFRS financial measures, which is loss for the year:

For additional information about our use of EBITDA and Adjusted EBITDA, please refer to “Presentation of Financial and Other Information.”

	2025		2024			2023
	( in thousands)
Loss for the year		)	€	(151,792	)	€	(112,071	)
Income tax credit				(6,723	)		(703	)
Amortization and depreciation				37,873			28,443
Financial income		)		(1,945	)		(1,472	)
Financial expenses(1)				23,680			15,247
Change in fair value of derivative warrant liabilities(2)		)		(1,081	)		(6,476	)
Foreign exchange gains/(losses)		)		4,044			(1,466	)
EBITDA		)		(95,944	)		(78,498	)
Share based payment expenses(3)				2,837			14,191
Other items(4)		)		(25	)		(3,094	)
Negative goodwill(5)				0			(11,166	)
One-time expenses(6)				6,123			3,031
Other non-cash expenses(7)				712			1,360
Impairment of assets				26,415			0
Adjusted EBITDA		)		(59,882	)		(74,176	)

All values are in Euros.

• Financial expenses is comprised of interest and fees on bank loans, interest on lease liabilities, interest on shareholder and other borrowings, interest on convertible bonds, accretion of discount on put option liabilities and other finance costs (such as fair value loss on financial investments and impairment on financial investments), excluding fair value adjustment of convertible bonds.
• Represents expenses or incomes related to change the fair value of the warrants liabilities. Please refer to Note 12 to our consolidated financial statements include elsewhere in this Annual Report.
• Represents share based payments expense. Please refer to Note 20 to our consolidated financial statements include elsewhere in this Annual Report.
• Other items consists of all other income and expenses linked to activities that are outside the core of our operating activities and may include income or losses related to gain or loss of assets, liabilities, grants. The amounts set forth in the table above represent net other income for the periods presented.
• Negative goodwill related to the ABL acquisition.
• One-time expenses consist of legal expenses related to reduction in workforce process initiated in January 2023, severance payments to the employees that have left the Company and the provision for indemnities related to litigation involving certain former employees.
• Other non-cash expenses consist of non-cash expenses related to the ESPP plan launched in January 2023.

B.Liquidity and Capital Resources

Sources of Liquidity

We have a history of operating losses and negative operating cash flows. We have experienced net losses and significant cash outflows from cash used in operating activities over the past years as we have been investing significantly in the development of our EV charging products. During the year ended December 31, 2025, we incurred a loss for the year of €103.1 million and net cash generated in operating activities of €10 million. As of December 31, 2025, we had cash, cash equivalents and financial investments of €9.6 million,

outstanding current loans and borrowings of €109.9 million and an accumulated deficit and capital reduction reserves for a negative net amount of €131.9 million.

Our current working capital needs relate mainly to the growth of the current business and continuing operations. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows. Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers, and capital expenditures (including property and equipment). Our principal uses of cash in recent periods have been funding of our operations and development of intangibles with respect to EV chargers and energy management software.

In assessing the going concern basis of presentation, we had to estimate expected cash flows for the next 12 months, including our compliance with covenants, exercise of warrants and availability of other financial funding from banks. Management has prepared detailed business and liquidity plans, including a financial forecast extending through at least the following twelve months from the date of issuance of the consolidated financial statements, which provide support for the Company's ability to meet its operational and financial obligations. Although the expectation for the coming year is to continue to have net losses and we expect to continue to make investments, we also expect these sources of liquidity will be sufficient to fund our long-term contractual obligations and capital needs. We are currently engaged in a complex debt restructuring process that is critical to our continued operations. On October 9, 2025, we entered into a standstill agreement (the "SS Agreement") with the majority of our banking pool, which among other things temporarily suspended payments of principal and interest and has been extended multiple times, most recently through March 31, 2026. On December 1, 2025, we reached a non-binding indicative commercial agreement (the "Commercial Agreement") with the majority lenders and certain major shareholders, contemplating an extension of debt maturities and a proposed liquidity injection of €22.5 million through a combination of debt and equity. On April 8, 2026, the Commercial Agreement was signed and the Spanish restructuring plan will be filed in the coming days for judicial approval in accordance with applicable Spanish law. The restructuring plan is subject to a number of material risks and uncertainties, including the following:

 Judicial approval risk. The Spanish restructuring plan requires approval by the competent Spanish court. There can be no assurance that the court will approve the plan on the terms proposed, within the timeframe required, or at all. If the court declines to approve the plan or imposes materially different conditions, we may be unable to implement the restructuring on terms that are workable for the company.

 Minority lender risk. The Commercial Agreement covers approximately 83% of our total existing indebtedness. Lenders representing approximately 15% of our existing indebtedness are not currently party to the Commercial Agreement. There can be no assurance that these minority lenders will accede to the restructuring plan, and any dissenting lenders could challenge the plan in the Spanish court proceedings, delay implementation, or seek remedies that could materially and adversely affect our operations.

 Equity raise risk. The Commercial Agreement contemplates that we will raise €10.6 million of new equity. We have received binding offers from certain shareholders for this amount, but there can be no assurance that the equity raise will be completed on the terms anticipated, on a timely basis, or at all. Failure to complete the equity raise would likely prevent implementation of the restructuring and could result in our inability to continue as a going concern.

 Bridge loan maturity risk. On April 8, 2026, we entered into two bridge loan agreements — one with certain shareholders for €5,650,000 and one with certain lenders for €5,350,000. These bridge loans are short-term in nature and we will need to refinance or repay them. There can be no assurance that we will be able to do so on acceptable terms or at all.

 Payment in kind interest compounding. The Commercial Agreement includes a €69.1 million bullet instrument maturing in December 2030 with payment-in-kind interest. While this structure preserves near-term cash, PIK interest will compound our debt burden through 2030, and we may be unable to repay or refinance this instrument at maturity.

 Operational disruption during restructuring. The ongoing court-supervised negotiation process and public disclosure of our financial difficulties may cause customers, suppliers, employees, and other counterparties to modify or terminate their relationships with us, demand more favorable commercial terms, or otherwise take actions that could further harm our business and financial condition.

 Timeline risk. The Spanish court authorized a negotiation period extension of up to three additional months as of March 4, 2026. If the restructuring cannot be implemented within applicable court deadlines, we may lose the protections afforded by the court-supervised process, which could accelerate creditor enforcement actions.

All restructured financial debt pursuant to the restructuring plan and the New Money will share a single, common security package (the “New Security”) with such arrangements to be reflected in an intercreditor agreement that forms part of the restructuring plan. The New Security will consist of first demand guarantees from the key Group companies, pledges over 100 per cent of the shares in the Group’s main operating subsidiaries, security over core intellectual property, material commercial contracts and, in the case of Wallbox USA, stock, and pledges over key bank accounts and intercompany loans. In practice, this means that substantially all the Group’s material operating entities, shareholdings, cash balances, intellectual property and intragroup receivables within the scope of the restructuring plan will be pledged on a pari passu basis in favor of all secured financial creditors following implementation of the restructuring plan.

In addition, following the Effective Date and once Chargers has been transformed into a Spanish public limited liability company, Chargers will issue warrants or equivalent instruments convertible into Chargers’ shares (the “Chargers Warrants”) in favor of the Financial Creditors as an enforcement mechanism that may be exercised in the event of an acceleration under the Term Loan Framework Agreement, the Revolving Facilities Framework Agreement and the agreements comprising the New Money.

Even if the restructuring is successfully implemented, there can be no assurance that we will be able to generate sufficient cash flows from operations to service our restructured debt obligations and fund our ongoing operations. The financial forecasts underlying the restructuring plan are based on assumptions regarding revenue growth, gross margin improvements, and working capital optimization that may not be achieved. A significant deviation from these forecasts could cause us to require additional capital, further restructuring, or could result in our inability to continue as a going concern.

Our primary sources of liquidity have historically been cash generated from operations, the issuance of debt and equity instruments and bank loans, as described below.

During 2020, convertible bonds were issued for an amount of €25.9 million, and in 2021 we issued convertible bonds in an amount of €34.6 million.

In April 2021, we entered into a loan agreement with Banco Santander, S.A. for a loan in the amount of €12.6 million with a maturity of 2027 to finance the investments for the factory in Zona Franca, Barcelona. Among other things, this loan originally prohibited the payment of dividends and the incurrence of liens without equally and ratably securing such loan, although in September 2021 we obtained a waiver of the loan’s prohibition of the payment of dividends. Related to this loan, on November 11, 2024, Wall Box Chargers, S.L.U., as borrower, signed an agreement with Banco Santander, S.A which included a grace period of 18 months from the last installment payment and without variation of any other terms of the initial agreement.

On December 5, 2022, we completed a private placement of our Class A Shares and issued and sold 8,176,694 Class A Shares for aggregate gross proceeds of $43.5 million (€41.7 million) to certain existing investors and strategic partners at a price of $5.32 per share. Investors in the transaction included, among others, Iberdrola and Kensington Capital Partners, both strategic partners and current shareholders, Infisol 3000 and Orilla Asset Management, S.L., current shareholders, and Enric Asunción, Co-founder and CEO of the Company.

On December 30, 2022, we entered into a loan agreement with Banco Santander, S.A. for a loan in the amount of €17.9 million with a maturity date in 2029.

On February 9, 2023 (the “BBVA Facility Closing Date”), Wallbox, as guarantor, and its wholly‑owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (“Wall Box Chargers”) entered into a Facility Agreement (the “BBVA Facility Agreement”) with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”). The BBVA Facility Agreement provides for an aggregate term loan commitment of €25.0 million (the “BBVA Facility”), and we received net borrowings of €24.6 million after deducting fees and expenses. As of December 31, 2025, we had €19.4 million of borrowings outstanding under the BBVA Facility.

The BBVA Facility is secured by certain intellectual property rights. The BBVA Facility matures on the fourth anniversary of the BBVA Facility Closing Date and under certain circumstances may be extended to mature on the fifth anniversary of the BBVA Facility Closing Date. Wall Box Chargers is permitted to prepay the BBVA Facility in whole or in part upon notice thereof in accordance with the terms of the BBVA Facility Agreement. Upon an event of default specified in the BBVA Facility Agreement that remains uncured after 15 business days, the BBVA Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the BBVA Facility Agreement. The BBVA Facility Agreement contains affirmative and negative covenants, including without limitation a minimum cash requirement and restrictions on incurrence of additional debt, liens, fundamental changes, asset sales, restricted payments and transactions with affiliates. The BBVA Facility Agreement also contains financial covenants regarding maintenance as of the end of each fiscal quarter of a maximum senior net debt to gross profit ratio ranging from 1.60x in 2023 to 0.60x in 2026 and thereafter and a minimum level of shareholders’ equity of 0.00. We obtained a waiver issued by BBVA regarding the compliance with the covenants under the agreements governing our indebtedness. The BBVA Facility Agreement is governed by Spanish law. On November 11, 2024, Wallbox, as guarantor, and its direct wholly-owned Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (“Wall Box Chargers”), signed an agreement with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”) which includes an additional grace period of 18 months from the last installment payment and without variation of any other terms of the initial agreement.

Substantially concurrently with the closing of the BBVA Facility Agreement and in consideration thereof, we entered into a Warrant Agreement (the “Warrant Agreement”) and Subscription Agreement (the “Subscription Agreement”) with BBVA (together with its assignees, the “Warrantholder”) pursuant to which we issued to the Warrantholder, and the Warrantholder subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares, for an exercise price of $5.32 per share. Pursuant to the Subscription Agreement,

we agreed to file a registration statement for the resale of the Class A Shares issuable upon exercise of the Warrant. The Warrant Agreement provides for a redemption right in favor of Wallbox when the Class A Shares achieve a value of $11.00 per share. See further details in Note 12 of the consolidated financial statements.

On April 3, 2023, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”) and Oppenheimer & Co. Inc. (“Oppenheimer”) with respect to the offer and sale of our Class A Shares, with aggregate offering price of up to $100 million (the “ATM Offering”), from time to time, establishing an at the market program under which Canaccord and Oppenheimer will act as sales agents (the “Sales Agents”). The sales, if any, of the Class A Shares under the Equity Distribution Agreement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, or, in negotiated transactions or block transactions. The Equity Distribution Agreement provides that the commission payable to the Sales Agents for sales of our Class A Shares shall be up to three percent (3.0%) of the gross sales proceeds for any Class A Shares sold through the Sales Agent pursuant to the Equity Distribution Agreement. During the year ended December 31, 2023, we sold 2,630,076 Class A Shares resulting in $7,526 thousand (€6,876 thousand) in net proceeds, after deducting the commission and expenses payable to the Sales Agent in connection with such sales. During the year ended December 31, 2024 we sold 75,394 Class A Shares resulting in $45.6 thousand (€43.2 thousand) in net proceeds, after deducting the commission and expenses payable to the Sales Agent in connection with such sales. During the year ended December 31, 2025, we sold 739,742 Class A shares resulting in $403 in net proceeds, after deducting the commission and expenses payable to the Sales Agent in connection with such sales.

On June 15, 2023, we closed a private placement of Class A Shares, pursuant to which we sold 18,832,432 Class A Shares for aggregate gross proceeds of $48.6 million (€44.9 million) to certain existing investors and strategic partners at a price of $2.58 per share. Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on July 19, 2023.

On October 16, 2023, we, our wholly owned subsidiary, Wallbox USA, Inc. (“Wallbox USA”), and Wall Box Chargers, entered into agreements (the “October 2023 Facility Agreements”) that provide for: (i) a syndicated loan with Instituto de Crédito Oficial E.P.E., Institut Català de Finances, Mora Banc Grup SA and EBN Banco de Negocios, S.A. (“EBN Banco”) as funding entities, EBN Banco as coordinating entity and agent, Wallbox Spain as borrower and Wallbox USA and Wallbox as guarantors; and (ii) a loan with Compañía Española de Financiación Del Desarrollo COFIDES, S.A., S.M.E., as funding entity, EBN Banco as coordinating entity, Wallbox USA as borrower and Wallbox Spain and Wallbox as guarantors. The October 2023 Facility Agreements provide for an aggregate term loan commitment of €35.0 million (the “October 2023 Term Loan”), which aggregate amount was elected to be drawn on October 14, 2023. As of December 31, 2025, we had €32.8 million of borrowings outstanding under the October 2023 Term Loan.

Principal outstanding under the October 2023 Term Loan will accrue interest on a daily basis at a rate equal to three-month EURIBOR plus an amount equal to 3.25% per annum, provided that, the October 2023 Facility Agreements also include sustainability-linked pricing adjustments and, as to Facility Agreement 2, pricing adjustments related to sales in the United States. The Term Loan will be secured by the property assets that were acquired in Barcelona with the proceeds under the October 2023 Term Loan, the bank accounts related to the October 2023 Facility Agreements and the credit rights under the insurance agreements related to the property assets to be secured. The October 2023 Term Loan matures on the fifth anniversary of October 16, 2023. The relevant borrower is permitted to prepay the October 2023 Term Loan in whole or in part upon notice thereof in accordance with the terms of the October 2023 Facility Agreements. The October 2023 Facility Agreements also contain covenants that require, based on Wallbox’s audited consolidated financial statements, a total debt to equity ratio ranging from 2.00x or less in 2023 to 1.20x or less in 2026 and thereafter, and a net debt to equity ratio ranging from 1.40x or less in 2023 to 0.90x or less in 2026 and thereafter, as well as other affirmative and negative covenants and customary events of default. As of December 31, 2024 we obtained a waiver issued by EBN Banco regarding the compliance with the covenants under the agreements governing our indebtedness. On April 8, 2025 these financial institutions adhered to the framework agreement signed on November 11, 2024 which includes a grace period from the last installment payment and without variation of any other terms of the initial agreement.

On December 13, 2023 we closed a private placement of Class A Shares, pursuant to which we sold 10,360,657 Class A Shares for aggregate gross proceeds of $31.6 million (€29.3 million) to certain existing investors and Generac Power Systems, Inc. ("Generac") at a price of $3.05 per share. Pursuant to the registration rights we agreed to as part of the private placement we filed a registration statement for the resale of the Class A Shares purchased in the private placement on January 12, 2024. Substantially concurrently with the closing of the transaction several agreements have been entered into by the Company.

On March 22, 2024, Wallbox and Wallbox USA Inc, as guarantors, and its wholly‑owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (“Wall Box Chargers”) entered into a Facility Agreement with Hong Kong and Shanghai Banking Corporation Limited (“HSBC”). The HSBC Facility Agreement provides for an Asset Based Lending commitment of €15.0 million (the “ HSBC Facility”), for which we had €11.25 million of borrowings outstanding under the HSBC Facility as of December 31, 2025. The HSBC Facility is secured by certain stock rights. The HSBC Facility matures on the third anniversary of the HSBC Facility Closing Date. Wall Box Chargers is

permitted to prepay the HSBC Facility in whole or in part upon notice thereof in accordance with the terms of the HSBC Facility Agreement. Upon an event of default specified in the HSBC Facility Agreement, the HSBC Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the HSBC Facility Agreement. The HSBC Facility Agreement contains affirmative and negative covenants, including without limitation a minimum cash requirement and restrictions on incurrence of additional debt, liens or fundamental changes. The HSBC Facility Agreement also contains financial covenants regarding maintenance as of the end of each closing month of a minimum of Current Ratio (Current Assets/Current Liabilities) calculated with some exclusions, of 1.25 and a minimum of an Inventory Turnover of 400 days. On May 28, 2025 the Group formalized a new agreement to ensure the continued fulfillment of its debt obligations, including a minimum cash covenant of €25 million.

On August 5, 2024, we close a private placement of Class A Shares, pursuant to which we sold 36,334,277 Class A Shares for aggregate gross proceeds of $45 million (€ 41.6 Million) to certain existing investors and strategic partners at a price of $1.24 per share. Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on September 5, 2024.

On November 11, 2024, the Group entered into a framework agreement with several financial institutions providing an 18-month grace period on debt repayments. Additionally, as part of the agreement, the financial institutions committed to maintaining the short-term financing agreements (credit lines) in force at least until June 30, 2026 with a limit of Euro 84.2 million.

On April 8, 2025, all remaining financial institutions adhered to the framework agreement, formalizing the grace period and waiving original financial covenant requirements for 2025, but setting a new requirement of minimum cash of Euro 35 million, amongst other conditions. This requirement was then waived in June 2025 for the remaining duration of the agreement.

Additionally, the Group started a debt restructuring process with the aim to renew the capital structure. In this regard, on 9 October, 2025, the Company, together with certain of its subsidiaries, reached a standstill agreement (the “SS Agreement”) with the majority of its banking pool, to provide a stable framework to facilitate a long-term solution to the capital structure of the Company and its subsidiaries (the "Long Term Capital Structure"). By virtue of the Agreement, the majority lenders, among other things: (i) give formal effect to certain waivers and consents previously provided to Wallbox, (ii) agree to temporarily suspend payments of principal and interest until December 9, 2025, or until the Long Term Capital Structure is effectively implemented, whichever occurs first and (iii) expressly anticipate the possibility of certain breaches (including payment defaults) occurring during its term and accept mechanisms to manage such events as part of the Long Term Capital Structure discussions. On 7 November 2025, the rest of main lenders acceded to the SS Agreement. On December 23, 2025, the Company extended the term of the SS Agreement, with substantially all terms remaining in full force and effect, through January 31, 2026. The Participating Lenders then agreed to further extend the term of the Agreement through March 31, 2026, with all other terms remaining in full force and effect to facilitate the completion of the negotiations and the filing of the restructuring plan.

In the framework of the above process, on December 1, 2025, the Group reached a non-binding indicative commercial agreement (the “Commercial Agreement”) with the majority lenders and its major shareholders, which contemplates an extension of debt maturities and a proposed liquidity injection of €22.5 million through a combination of debt and equity, to provide a renewed capital structure for the Group.

The successful implementation of the Commercial Agreement is expected to enhance Wallbox’s ability to execute its business plan in the rapidly scaling electric mobility and smart energy market.

As part of this process, in December 2025 the Company and certain of its subsidiaries submitted a formal communication to initiate negotiations with its lenders and other creditors before the Spanish courts under the applicable legal framework to facilitate the execution of the restructuring plan. On March 4, 2026, the court authorized an extension of the negotiation period for up to additional three months.

On April 8, 2026, the Commercial Agreement was signed together with the restructuring plan and binding offers from shareholders for the additional equity raise of €10.6 million. The Spanish restructuring plan will be filed in the coming days for judicial approval in accordance with applicable Spanish law.

The Commercial Agreement effectively restructures existing loans and borrowings and includes a long-term debt facility structured in two tranches: 1) a €57.6 million syndicated term loan featuring a back-loaded amortization schedule, beginning with limited quarterly payments in Q3 2026 that scale gradually through 2030; and 2) a €69.1 million bullet instrument maturing in December 2030 with “payment in kind” interest to preserve immediate cash position. The Agreement also includes a €42.8 million syndicated working capital line maturing in December 2028 and including two successive automatic 12-month extensions to support operational scaling and new debt of €12.5 million ("New Money") for trade commitments. No covenants have been established.

On April 8, 2026, the Company entered into a bridge loan agreement with ORILLA ASSET MANAGEMENT, S.L., INVERSIONES FINANCIERAS PERSEO, S.L., AM GESTIÓ, S.L., CONSILIUM, S.L. and ANANGU GRUP, S.L., for an aggregate principal amount of EUR 5,650,000. The due date will be the date of the aforementioned capital increase or, at the latest, September 27, 2026.

Likewise, on the same date, WALL BOX CHARGERS, S.L.U. entered into a bridge loan agreement with the Company’s major lenders for an aggregate principal amount of €5.35 million. The due date will be when the restructuring plan formally comes into effect.

Contractual Obligations and Commitments

As of December 31, 2025, we had contractual obligations to purchase, construct or develop property, plant and equipment assets, for an amount of €95 thousand (€335 thousand as of December 31, 2024) and commitments for the acquisition of intangible assets of €551 thousand (€1,644 thousand as of December 31, 2024). These commitments mainly correspond to the work that, as of December 31, 2025, are being executed in the investments in machinery and tools for the factories located in Texas and Barcelona. Please refer to Note 8, “Property, Plant and Equipment,” and Note 10, “Intangible Assets and Goodwill,” of the consolidated financial statements included elsewhere in this Annual Report for more information.

Additionally, our lease agreements provide for lease obligations and the future interest payable under these agreements is as set forth in the table below. Please refer to Note 9, “Assets for Rights of Use and Lease Liabilities” of the consolidated financial statements included elsewhere in this Annual Report for more information.

	Payments due by period
	Total	Less than 1 year		1-2 years		2-5 years		More than 5 years
	( in thousands)
Lease obligations		€	5,752	€	10,467		22,686		3,377

All values are in Euros.

Capital Expenditures

For the year ended December 31, 2025, our capital expenditures for property, plant and equipment were €1,440 thousand.

Liquidity Policy

As an early‑stage company, we maintain a strong focus on liquidity and define our liquidity risk tolerance based on uses and sources to maintain a sufficient liquidity position to meet our obligations under both normal and stressed conditions. We manage our liquidity to provide access to sufficient funding to meet our business needs and financial obligations, as well as capital allocation and growth objectives.

Management has prepared detailed business and liquidity plans, including financial forecast extending through at least the following twelve months from the date of issuance of the interim condensed consolidated financial statements, which demonstrate the Company’s ability to meet its operational and financial obligations as they fall due. These plans incorporate a number of assumptions regarding revenue growth (sales volumes), gross margin performance driven by product mix and cost efficiencies, operating expense management, working capital optimization driven by inventory reduction, the ability to raise additional capital as well as executing the debt restructuring plan by obtaining the court's judicial approval.

We believe that our sources of liquidity and capital will be sufficient to meet our business needs for at least the next twelve months. We also expect these sources of liquidity will be sufficient to fund our long‑term contractual obligations and capital needs. However, this is subject, to a certain extent, to general economic, financial, competitive, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing, which may include equity or debt issuances and/or credit financing. If we obtain additional capital by issuing equity, the interests of our existing shareholders will be diluted and, if we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we would be able to obtain additional financing on favorable terms or at all.

Cash Flow Summary

Comparison of the years ended December 31, 2025 and 2024

The following table summarizes our cash flows for the years ended December 31, 2025 and 2024:

	Year Ended December 31,					Variance
	2025		2024					%
	( in thousands, except percentages)
Net cash from operating activities			€	(51,532	)				119	%
Net cash from investing activities			€	(39,461	)				129	%
Net cash from financing activities		)	€	2,955			)		(1189	)%

All values are in Euros.

Operating Activities

Net cash used in operating activities increased by €61,531 thousand, or 119%, for the year ended December 31, 2025 as compared to year ended December 31, 2024. This increase was attributable primarily to change in inventories and the increase in trade accounts payables as a consequence of the delays in payments.

Investing Activities

Net cash used in investing activities increased by €(51,084) thousand, or (129)%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024. This was primarily driven by the reduction in payments related to capex and the fluctuation of investments in funds in 2025 compared to 2024. Additionally, in 2024 the Company paid the outstanding amount for the ABL acquisition.

Financing Activities

Net cash from financing activities of December 31, 2025 decreased by €(35,147) thousand or (1189)% for the year ended December 31, 2025 as compared to year ended December 31, 2024, primarily because the reduction in the cash flow from net proceeds from loans and the reduction received from private placements.

C.Research and Development, Patents and Licenses, etc.

For information regarding research and development policies for the last three years, Please refer to Item 4, “Information on the Company—Business Overview.”

D.Trend Information

Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

However, we recognize the significant opportunities that artificial intelligence ("AI") presents for enhancing our business operations and customer experience. Specifically, we are implementing AI-driven solutions in two key areas:

• Software Solutions: We are integrating AI-based self-diagnosis models to assist users in troubleshooting issues with charging devices. Through interactive AI-powered bots, customers experiencing technical difficulties will be guided through remote actions such as rebooting or upgrading the device’s software, reducing downtime and enhancing operational efficiency.

• Service AI: We are leveraging AI to accelerate diagnostic processes and improve service resolution times. By utilizing advanced AI algorithms, we aim to enhance the speed and accuracy of issue identification, leading to faster and more effective technical support interventions.

These advancements are expected to significantly improve customer experience, fostering greater engagement and satisfaction while also optimizing our service efficiency. We believe that the integration of AI in these areas will contribute to a more seamless and proactive customer support ecosystem, reinforcing our commitment to innovation and operational excellence.

E.Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with IFRS. The preparation of these financial statements requires us to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities, revenues, costs and expenses. We evaluate our estimates and judgements on an ongoing basis, and our actual results may differ from these estimates. We base our estimates on historical experience, known trends and events, contractual milestones and other various factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Our critical accounting policies are described in Note 3, “Use of Judgements and Estimates,” within our consolidated financial statements included elsewhere in this Annual Report. Actual results may differ from these estimates.

Recent Accounting Pronouncements

Please refer to Note 4, “New IFRS and IFRIC Not Yet Effective,” of our consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements and discussion of the impact of recent accounting pronouncements, respectively.

Off Balance Sheet Arrangements

None.

Item 6. Directors, Senior Management and Employees

A.Directors and Senior Management

The following table lists the names, ages and positions of those individuals who served as our directors and executive officers as of December 31, 2025. The Board is comprised of five directors. The Board consists of an executive director and four non‑executive directors.

Name	Age	Position
Executive Officers
Enric Asunción Escorsa	40	Chief Executive Officer, Director
Luis Boada (*)	42	Chief Financial Officer
Eduard Castañeda	40	Chief Innovation Officer
Board Members
Enric Asunción Escorsa	40	Executive Director
Beatriz González Ordóñez	51	Non‑executive Director
Francisco Riberas	61	Non‑executive Director
Jordi Lainz	57	Non-executive Director
Juan González del Castillo Burgos	42	Non-executive Director

(*) Mr. Boada stopped down as Chief Financial Officer on January 7, 2026, effective as of that date and Ms. López Trujillo was appointed on the same date as Chief Financial Officer.

Executive Officers

Enric Asunción Escorsa. Mr. Asunción is the Chief Executive Officer and Executive Director of the Board. Mr. Asunción is a Wallbox co‑founder and has served as our Chief Executive Officer and as a member of the Board since 2015. Previously, Mr. Asunción served as Program Manager of Charging Installations at Tesla, Inc., an American electric vehicle and clean energy company, from June 2014 to June 2015. Prior to Tesla, Inc., Mr. Asunción worked as an engineer at Applus+ IDIADA, an engineering company providing design, testing, engineering and homologation services to the automotive industry, from July 2011 to June 2014. Mr. Asunción holds an Engineering degree from Universitat Politecnica de Catalunya (DNF). We believe Mr. Asunción is well qualified to serve on the Board due to the perspective and experience he brings as our Chief Executive Officer and co‑founder and his extensive experience in the automotive industry.

Luis Boada Ros. Mr. Boada is the Chief Financial Officer (CFO) of Wallbox, from May 2024 to January 2026. He joined Wallbox with over 17 years of professional experience in corporate development, finance, and investor relations, with extensive knowledge of both North American and European markets. Before joining Wallbox, Mr. Boada served as the CFO for North America at Fluidra, a global leader in pool equipment and connected solutions, listed on the Spanish Stock Exchange. During his more than eight-year tenure at Fluidra, he held various roles, including Global Head of M&A and Investor Relations. Prior to his time at Fluidra, Mr. Boada led a global solar photovoltaic business unit for Abantia, now Dominion, and worked in investment banking at Credit Suisse in London. He holds a Business Administration degree from ESADE and completed the CFO Leadership Program at Stanford University Graduate School of Business.

Eduard Castañeda. Mr. Castañeda is the Chief Innovation Officer. Mr. Castañeda is a Wallbox co‑founder and has served as our Chief Innovation Officer since November 2022, and was formerly Chief Product officer from 2020 to 2022 and Chief Technology Officer from 2018 to 2020. Mr. Castañeda also served on the Board of directors as a technical director from 2015 to 2020. Prior to Wallbox, Mr. Castañeda served as a Track Engineering at TPV Racing, a company that introduced telemetry data into real‑time motorsports racing teams, from 2005 to 2015. Mr. Castañeda studied Industrial Engineering at the School of Industrial Engineering of Barcelona.

The Board

Francisco Riberas. Mr. Riberas serves as a member of the Board. Mr. Riberas has been on the board of directors of Gestamp, a Spanish multinational engineering company, since its incorporation in 1997 and was appointed to Executive Chairman on March 24, 2017. Mr. Riberas holds a Law degree and Economics and Business Administration degree from Comillas Pontifical University. Mr. Riberas began his professional career in the Gonvarri Group as director of Corporate Development and later as Managing Director. In 1997, Mr. Riberas formed Gestamp. Mr. Riberas sits on the management bodies of other Gestamp affiliates and of companies in Acek Group, including in the Gonvarri Group, Acek Energias Renovables and Inmobiliaria Acek. He is also a member of other boards of directors, such as CIE Automotive. In addition, he is chairman of the Spanish Association of Automotive Suppliers (Sernauto) and chairman of the Fundación Consejo España China.

Beatriz González Ordóñez. Ms. González serves as a member of the Board. Ms. González is the Founding and Managing Partner of Seaya Ventures, a Spanish venture capital firm specializing in technology companies. In addition to Wallbox, she has served as a board member of Cabify, Glovo, Spotahome, Filmin, Bewe, Revelock and Toqio, since 2014, 2016, 2016, 2020, 2015, 2019, and 2021, respectively. She also serves as an independent board member of Endeavor Spain and Idealista. Prior to founding Seaya in 2012, Ms. González worked at Morgan Stanley, in the finance and investment industry, from 1998 to 2000, Darby Overseas Investments, a private equity firm, from 2002 to 2003, Excel Partners, a private equity firm, from 2003 to 2004, and Fonditel, the largest pension fund in Spain, from 2005 to 2011. Ms. González holds a Finance degree from CUNEF and an MBA from Columbia Business School.

Jordi Lainz. Mr. Lainz serves as a member on the Board. Mr. Lainz was Chief Financial Officer of Wallbox from 2019 to 2024. Prior to joining the company, Mr. Lainz held the position of Corporate Director and CFO of Eurofred Group, a distributor of air conditioning and industrial heating systems, from June 2011 to February 2019. Prior to Eurofred Group, Mr. Lainz served as a director and member of the audit committee of Ficosa International, S.A., a automotive global supplier, from May 1998 to May 2011. Mr. Lainz, holds an Economics degree from University of Barcelona and is an auditor in Spain (Censor Jurado de Cuentas).

Juan González del Castillo Burgos. Mr. González serves as a member on the Board. Mr. González is Partner, COO, and CFO at Seaya Ventures, a Spanish venture capital firm specialising in technology companies. He serves on the boards of several companies, including The Hotels Network, Savana, Cafler, and Aquí tu Reforma. Additionally, he actively oversees various portfolio companies such as Cabify, Glovo, Clarity, Flexcar, and Biome Makers. He is also a board member of the Seaya investment platform. Before joining Seaya, Ms. González del Castillo worked at KPMG from 2008 to 2018, where he focused on audit and deal advisory. He holds a degree in Finance and a Master's in Auditing, and he is a registered member of the Official Register of Account Auditors in Spain.

There are no family relationships among any of our executive officers or directors.

Director Nomination and Appointment Rights

Iberdrola is the indirect owner of 100% of the interests in Inversiones Financieras Perseo, S.L. (“Perseo”), a shareholder and commercial partner of Wallbox. On October 5, 2021, Enric Asunción Escorsa furnished a letter to Inversiones Financieras Perseo, S.L. Pursuant to such letter, Mr. Asunción agreed to take best efforts to support the election of one director as Perseo may designate, for so long as Perseo owns shares representing 3% of the share capital outstanding of Wallbox N.V. At present, the Board does not have a director designated by Iberdrola.

In December 2023, a letter agreement between Kariega Ventures, S.L. (“Kariega”), a major shareholder of Wallbox N.V., which is controlled by Mr. Asunción, and Wallbox N.V. was executed, pursuant to which Kariega, and Wallbox N.V. agreed to take best efforts to support the election of director as Generac Power "Systems,"Inc. ("Generac") may designate, for so long as Generac owns shares representing 3% of the share capital outstanding of Wallbox N.V. At present, the Board does not have a director designated by Generac.

B.Compensation

We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our executive officers and members of the Board for services in all capacities to us or our subsidiaries for the year ended December 31, 2025, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of the Board.

Compensation of Our Executive Officers

The amount of compensation, including benefits in kind, accrued or paid to our executive officers with respect to the year ended December 31, 2025 is described in the table below:

	All executives
	( in thousands)
Periodically paid remuneration
Bonuses
Share based payments
Termination benefit
Total compensation

All values are in Euros.

No amounts were set aside or accrued by Wallbox in 2025 to provide pension, retirement or similar benefits for our executive officers.

Remuneration for Members of the Board

The compensation of the executive directors shall be determined by the Board with observance of the remuneration policy adopted by the General Meeting at the proposal of the Board. The executive directors shall not participate in the deliberations and decision‑making regarding the determination of the remuneration of the executive directors. The compensation of the non‑executive directors shall be determined by the Board with observance of the remuneration policy adopted by the General Meeting.

Any compensation in the form of our Shares or rights to subscribe for our Shares will be subject to the approval of the General Meeting. Such proposal shall state at least the maximum number of Shares or rights to subscribe for Shares that may be granted to directors and the criteria for making or amending such grants.

Our remuneration policy authorizes the Board to determine the amount, level and structure of the compensation packages of our directors at the recommendation of our compensation committee. These compensation packages may consist of a mix of fixed and variable compensation components, including base salary, short‑term incentives, long‑term incentives, fringe benefits, severance pay and pension arrangements, as determined by the Board.

With respect to the year ended December 31, 2025, the Board adopted on July 16, 2025 a resolution to waive their remuneration, therefore no remuneration was accrued.

As an exception to the above, the Board, in accordance with Dutch law and the Dutch Corporate Governance Code, delegated to a non-executive director, Mr. Jordi Lainz Gavalda, a temporary and limited mandate focused exclusively on oversight and advisory functions in connection with the Company’s refinancing process. Such mandate did not include any executive authority or power to bind the Company and was restricted to monitoring and overseeing the refinancing process, liaising with management, and reporting to the Board.

In connection with this delegation, the Board conditionally withdrew the prior waiver of cash remuneration granted to Mr. Lainz in his capacity as a non-executive director, solely with respect to the cash amounts corresponding to fiscal year 2025. Such withdrawal is strictly contingent upon the successful closing of the refinancing process and is subject to automatic reinstatement of the waiver in full if the refinancing closing is not achieved. In addition, the Board approved the grant of restricted stock units with a target value of USD $100,000, subject to a maximum of 17,000 RSUs, with the final number determined based on the Company’s share price at closing. Both components vest exclusively upon the closing of a refinancing transaction resulting in a consolidated positive cash impact to the Wallbox group of at least €40 million for fiscal year 2026, calculated as the aggregate of debt service cash savings and net cash inflows directly attributable to the refinancing.

The delegation has been strictly temporary and terminates automatically upon the earliest to occur of (i) the closing of the refinancing process, (ii) revocation by resolution of the Board, (iii) resignation of the delegated director, or (iv) March 31, 2026.

Equity Awards

Our founders, directors and executive officers held the following stock options (both vested and unvested) as of December 31, 2025:

Beneficiary	Grant date	Number of options or RSUs outstanding		Strike price
Enric Asunción Escorsa(*)	April 6, 2022		38,763	€	38.60
Luís Boada	June 27, 2024		19,406		—
Eduard Castañeda(*)	April 6, 2022		11,917	€	38.60
Eduard Castañeda	November 20, 2025		60,000	€	—

(*) As of December 31, 2021, both Enric Asuncion Escorsa and Eduard Castaneda were already participating in the Founders Stock Option Plan as discussed in Note 20 of the consolidated financial statements included elsewhere in this Annual Report. On April 6, 2022, Enric Asuncion Escorsa was granted 775,267 options (38,764 options after adjustment due to the July 2025 reverse stock split) and Eduard Castaneda was granted 258,342 options (11,917 options after adjustment due to reverse stock split), in each case, with a strike price of €1.93 (€38.6 after adjustment due to the reverse stock split).

Our shareholders approved at our annual general meeting held in May 2023 a compensation program for our non-executive directors that provides for an initial equity award upon such director’s appointment to the Board and an annual equity award. The maximum aggregate amount that can be awarded under this compensation program is 250,899 restricted share units (“RSUs”) (12,545 RSU's after adjustment due to the reverse stock split).

Wallbox Legacy Employee Stock Option Programs

Prior to the Business Combination, certain beneficiaries were given the opportunity to participate in an Employee Stock Option Program (the “Legacy Stock Option Program”) as part of a long‑term equity incentive scheme. The Legacy Stock Option Program consists of three different programs: one for founders, one for management and one for other employees. The Legacy Stock Option Program for founders was adopted by our shareholders in June 2021. The Legacy Stock Option Program for management was adopted by our shareholders in July 2018. The Legacy Stock Option Program for employees was adopted by our shareholders in May 2020.

Under the Legacy Stock Option Program for founders, we have reserved for issuance to the beneficiaries 1,033,610 stock options to purchase our shares at a per share exercise price equal to €1.93. Stock options granted under the Legacy Stock Option Program for founders will, for a period of 3 years, only become exercisable in equal monthly installments, determined by pro rating the options (i.e. 1/36th per month) over such three year period, on the last day of each calendar month and will be freely exercisable thereafter; provided all such options will expire after five years from the grant date. Founders who terminate employment with us may retain any stock options vested as of the applicable termination date. On April 6, 2022, Enric Asuncion Escorsa was granted 775,267 options and Eduard Castañeda was granted 258,342, in each case, with a strike price of €1.93.

Under the Legacy Stock Option Program for management, the beneficiaries received 7,253,823 stock options to purchase Class A Shares at a per share exercise price equal to €0.0021. Stock options granted under the Legacy Stock Option Program for managers generally vest in equal yearly instalments on the last day of each year over a 3 year period and expire 2 years from the last of such vesting dates. Managers who terminate employment with us may retain any stock options vested.

Under the Legacy Stock Option Program for employees, the beneficiaries received 1,626,206 stock options to purchase Class A Shares at a per share exercise price equal to €0.0021. We have agreed to reimburse such employees for the amount of any exercise price paid in connection with the exercise of such options. Stock options granted under the Legacy Stock Option Program for employees generally vest in equal monthly installments on the last day of each calendar month over an 8 month period. Employees who terminate employment with we may retain any stock options vested as of the applicable termination date.

From July 3, 2025 we have to consider in the number of options and the strike price the reverse stock split applied by the Company with a fixed ratio of 20:1.

In accordance with the terms of the Legacy Stock Option Programs for employees, participants were entitled to execute their vested shares at the occurrence of an “Exit Event” and were not exercisable until an “Exit Event” occurs. Notwithstanding the foregoing, following the consent of each individual award holder, this “Exit Event” requirement was waived and the stock options will instead become vested and exercisable based on the conditions applicable to such stock options as of immediately prior to the Business Combination without regard to the “Exit Event” condition.

Wallbox N.V. 2021 Equity Incentive Plan

We maintain the Incentive Plan (an omnibus equity incentive plan), as a means to attract, retain and incentivize service providers (including executive officers), consultants and directors, and employees and consultants of any of our subsidiaries, as well as such other persons designated as eligible for participation by the plan administrator in its discretion are eligible to receive awards under the Incentive Plan.

From July 3, 2025 we have to consider in the number of options and the strike price the reverse stock split applied by the Company with a fixed ratio of 20:1. The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 2.5% of the shares of Class A Shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board.

Wallbox N.V. Amended and Restated 2021 Employee Stock Purchase Plan

In connection with the Business Combination, the Board adopted an employee stock purchase plan (as amended by the Board on December 14, 2022 and approved by our shareholders on May 30, 2023, the “ESPP”) in order to facilitate employees of ours and our affiliates to purchase Class A Shares at a discount through payroll deductions and to benefit from share price appreciation, thus enhancing the alignment of employee and shareholder interests, which is essential to our long term success. The material terms of the ESPP are summarized below.

Summary of the ESPP

This section summarizes certain principal features of the ESPP. The summary is qualified in its entirety by reference to the complete text of the ESPP.

The ESPP is comprised of two distinct components in order to provide increased flexibility to grant the right to purchase shares of Class A Shares under the ESPP to U.S. and to non‑U.S. employees. Specifically, the ESPP authorizes (1) the grant of the right to purchase shares of Class A Shares by U.S. employees that are intended to qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code (the “Section 423 Component”), and (2) the grant of the right to purchase shares of Class A Shares that are not intended to qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code to facilitate participation for employees located outside of the U.S. who do not benefit from favorable U.S. federal tax treatment or who otherwise are not eligible or not intended to participate in the Section 423 Component and to provide flexibility to comply with non‑U.S. law and other considerations (the “Non‑Section 423 Component”). Where permitted under local law and custom, we expect that the Non‑Section 423 Component will generally be operated and administered on terms and conditions similar to the Section 423 Component.

Shares Available for Awards; Administration

A total of 8,545,209 shares were initially reserved for issuance under the ESPP, which was increased by 1,377,838 on January 1, 2022. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending on and including January 31, 2031, by an amount equal to the lesser of (A) 1% of the aggregate number of shares of Class A Shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by the Board. The Board or the compensation committee of the Board will administer and will have authority to interpret the terms of the ESPP and determine eligibility of participants. The compensation committee currently acts as the administrator of the ESPP.

Eligibility

We expect that substantially all of our employees will be eligible to participate in the ESPP.

However, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of stock and other securities of Wallbox, or a parent or subsidiary corporation of Wallbox. Directors who are not employees are not eligible to participate. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period. Additionally, the plan administrator may provide that an employee will not be eligible to participate in an offering period under the Section 423 Component if (i) such employee is a highly compensated employee under Section 414(q) of the Code, (ii) such employee has not met a service requirement designated by the plan administrator, (iii) such employee’s customary employment is for twenty hours per week or less, (iv) such employee’s customary employment is for less than five months in any calendar year and/or (v) such employee is a citizen or resident of a non‑U.S. jurisdiction or the grant of a right to purchase shares of Class A Shares under the ESPP to such employee would be prohibited under the laws of such non‑U.S. jurisdiction or the grant of a right to purchase such shares under the ESPP to such employee in compliance with the laws of such non‑U.S. jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code.

Grant of Rights

Stock will be offered under the ESPP during offering periods. The length of the offering periods under the ESPP will be determined by the plan administrator and may be up to twenty‑seven months long. The plan administrator will establish one or more purchase periods within each offering period. The number of purchase periods within, and purchase dates during each offering period, will be established by the plan administrator prior to the commencement of each offering period. The length of the purchase periods will be determined by the plan administrator and may be up to twenty‑seven months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The purchase dates for each offering period will be the final trading day of the purchase period or such other date as

determined by the plan administrator. Payroll deductions for each offering periods under the ESPP will commence for a participant on the first regular payday following the applicable enrollment date of an offering period and will end on the last such payday in the offering period to which such participant’s authorization is applicable, unless sooner terminated or suspended by the participant or plan administrator under the ESPP. The plan administrator may, in its discretion, modify the terms of future offering periods. In non‑U.S. jurisdictions where participation in the ESPP through payroll deductions is prohibited, the plan administrator may provide that an eligible employee may elect to participate through contributions to the participant’s account under the ESPP in a form acceptable to the plan administrator in lieu of or in addition to payroll deductions.

The ESPP permits participants to purchase Class A Shares through payroll deductions of a specified percentage or a fixed dollar amount of their eligible compensation, which, in either event, may not be less than 1% and may not be more than the maximum percentage specified by the plan administrator for the applicable offering period or purchase period. In the absence of a contrary designation, such maximum percentage will be 20%. The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period or purchase period. In addition, no employee will be permitted to accrue the right to purchase stock under the Section 423 Component at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of Class A Shares as of the first day of the offering period).

On the first trading day of each offering period, each participant will be granted the right to purchase shares of Class A Shares. The right will expire on the earlier of, the end of the applicable offering period, the last purchase date of the offering period, and the date on which the participant withdraws from the ESPP, and will be exercised at that time to the extent of the payroll deductions (or contributions) accumulated during the offering period. The purchase price of the shares, in the absence of a contrary designation, with respect to the Section 423 Component will be 85% of the lower of the fair market value of Class A Shares on the first trading day of the offering period or on the purchase date. Participants may voluntarily end their participation in the ESPP at any time during a specified period prior to the end of the applicable offering period, and will be paid their accrued payroll deductions (and contributions, if applicable) that have not yet been used to purchase shares of Class A Shares. If a participant withdraws from the ESPP during an offering period, the participant cannot rejoin until the next offering period. Participation ends automatically upon a participant’s termination of employment.

A participant may not transfer rights granted under the ESPP other than by will or the laws of descent and distribution, and are generally exercisable only by the participant.

Certain Transactions

In the event of certain non‑reciprocal transactions or events affecting Class A Shares, including, without limitation, any dividend or other distribution, change in control, reorganization, merger, repurchase, redemption, recapitalization, liquidation, dissolution, sale of all or substantially all of our assets or sale or exchange of our shares of Class A Shares, or other similar corporate transaction or event, the plan administrator will make equitable adjustments to the ESPP and outstanding rights. In the event of any events or transactions set forth in the immediately preceding sentence or any unusual or non‑recurring events or transactions, the plan administrator may provide for (1) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (3) the adjustment in the number and type of shares of stock subject to outstanding rights, (4) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights.

Plan Amendment; Termination

The plan administrator may amend, suspend or terminate the ESPP at any time. However, shareholder approval will be obtained for any amendment that increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP, in excess of the initial pool and annual increase as described above, or changes the corporations or classes of corporations whose employees are eligible to participate in the ESPP. The ESPP will continue until terminated by the Board.

C.Board Practices

Board of Directors

We have a one‑tier board, consisting of one or more executive directors and one or more non‑executive directors.

The number of executive directors and the number of non‑executive directors are determined by the Board. The executive directors and non‑executive directors shall be appointed as such by the General Meeting at the nomination of the Board.

A director shall be appointed for a term of approximately one year, which term of office shall lapse immediately after the close of the annual General Meeting held in the year after his or her appointment. A director may be reappointed with due observance of the preceding sentence. A non‑executive director may be in office for a period not exceeding twelve (12) years, which period may or may not be interrupted, unless at the proposal of the Board the General Meeting resolves otherwise. In the event of reappointment of a non‑executive director after an

eight‑year period (or any reappointment thereafter), our management report shall include the reasons for such reappointment, in accordance with the principles and best practice provisions of the DCGC.

The General Meeting may at all times suspend or dismiss any director. The Board may at all times suspend an executive director.

The Board is comprised of five directors.

The Board has adopted written rules and regulations dealing with, inter alia, its internal organization, the manner in which decisions are taken, the composition, duties and organization of committees and any other matters concerning the Board, the executive directors, the non‑executive directors and committees established by the Board.

Director and Officer Qualifications

We are not expected to formally establish any specific, minimum qualifications that must be met by each of our officers. However, we expect generally to evaluate several qualities, including the following: educational background, diversity of professional experience, including whether the person is a current or was a former chief executive officer or chief financial officer of a public company or the head of a division of a prominent international organization, knowledge of our business, nationality, integrity, professional reputation, independence, wisdom, and ability to represent the best interests of our shareholders.

The Board has adopted a Board Profile Policy, a Diversity Policy and Board Regulations regarding director qualification considerations.

Corporate Governance Practices

DCGC

As a listed Dutch public limited liability company (naamloze vennootschap), we are subject to the DCGC. The DCGC contains both principles and best practice provisions on corporate governance that regulate relations between the board and the general meeting and matters in respect of financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their statutory management report, filed in the Netherlands, whether they comply with the provisions of the DCGC. For further information and the full text of the DCGC please refer to: www.mccg.nl.

In March 2025, the Corporate Governance Code Monitoring Committee published an update to the DCGC. The updated DCGC entered into force as for the financial year beginning on or after January 1, 2025

We acknowledge the importance of good corporate governance. However, we do not comply with all the provisions of the DCGC, to a large extent because such provisions conflict with or are inconsistent with the corporate governance rules of the NYSE and U.S. securities laws, or because we believe such provisions do not reflect customary practices of global companies listed on the NYSE.

Except as set out below, during the fiscal year to which this report relates, we have complied with the principles and best practice provisions of the DCGC as published on December 8, 2016, to the extent that these are directed at the Board. We are still in the process of assessing the impact (if any) of the updates to the DCGC and we will align our governance and governance documents as appropriate.

Compensation (best practice provisions 3.1.2, 3.2.3, 3.3.2, 3.3.3 and 3.4.1)

Consistent with market practice in the United States, and for as long as that is the trading jurisdiction of our Class A Shares, and in order to further support our ability to attract and retain the right highly qualified candidates for the Board:

• options awarded to our executive directors as part of their compensation could (subject to the terms of the option awards) vest and become exercisable during the first three years after the date of grant;
• though individual and Company performance are considered when granting any variable pay, no pre‑defined measurable performance criteria apply, and no scenario analyses have been performed in relation to variable pay;
• our directors may generally sell our Class A Shares held by them at any point in time, subject to applicable law, Company policy and applicable lock‑up arrangements;
• our non‑executive directors may be granted compensation in the form of shares, options and/or other equity‑based compensation; and
• our executive directors may be entitled to a severance payment in excess of their respective annual base salaries.

Composition of committees (best practice provision 2.3.4)

According to the DCGC, more than half of the members of the committees of the Board should be independent within the meaning of the DCGC. As each of the compensation committee and nominating and corporate governance committee consists of two non-executive directors, only one of which is considered to be independent within the meaning of the DCGC, we deviate from this best practice provision. Considering the current composition of the Board and the capacity, knowledge and experience of the non-executive directors, we believe that the current composition of the committees is the most appropriate and effective for the Company at this time.

The non‑executive directors confirm that the statements required to be made pursuant to best practice provision 5.1.5 of the DCGC, to the extent applicable, are included in this management report and for the purposes of this best practice provision should be regarded as statements made by the non‑executive directors.

Committees of the Board of Directors

The Board established three standing committees from among its non‑executive directors, including an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Board shall remain collectively responsible for decisions prepared by the committees.

Audit Committee

Audit committee members are non‑executive directors of the Board and are Beatriz González and Juan González del Castillo Burgos.

Juan González del Castillo Burgos serves as chair of the audit committee.

Our board of directors has also determined that each member of the audit committee is financially literate and Juan Gonzalez del Castillo Burgos qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee advises the Board in relation to its responsibilities, undertakes preparatory work for the Board’s decision‑making regarding the supervision of the integrity and quality of our financial reporting and the effectiveness of our internal risk management and control systems and shall prepare resolutions of the Board in relation thereto. The Board adopted an audit committee charter, which details the principal functions of the audit committee, including, among other things:

• meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
• monitoring the independence of our independent registered public accounting firm;
• verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
• inquiring and discussing with management our compliance with applicable laws and regulations;
• pre‑approving all audit services and permitted non‑audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
• appointing or replacing our independent registered public accounting firm;
• determining the compensation and oversight of the work of our independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
• reviewing and approving related party transactions in accordance with our Related Party Transaction Policy and Procedures.

Compensation Committee

Compensation committee members are non‑executive directors of the Board and include Juan González del Castillo Burgos and Jordi Lainz. Juan González del Castillo Burgos serves as chairman of the compensation committee.

The compensation committee advises the Board in relation to its responsibilities and shall prepare resolutions of the Board in relation thereto. The Board adopted a compensation committee charter which details the principal functions of the compensation committee, including, among other things:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chair of the Board and Chief Executive Officer’s compensation, evaluating the Chair of the Board and Chief Executive Officer’s performance in light of such goals;
• reviewing and approving the compensation of all of its other executive officers;
• reviewing its executive compensation policies and plans;
• implementing and administering its incentive compensation equity‑based remuneration plans;
• assisting management in complying with its annual report disclosure requirements;
• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for its executive officers and employees; and
• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, external legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

Nominating and corporate governance committee members are non‑executive directors of the Board and are Jordi Lainz and Beatriz González Ordóñez. Jordi Lainz serves as chairman of the nominating and corporate governance committee.

The nominating and corporate governance committee advises the Board in relation to its responsibilities and shall prepare resolutions of the Board in relation thereto. The nominating and corporate governance committee is also responsible for overseeing the selection of persons to be nominated to serve on the Board and shaping our corporate governance. The nominating and corporate governance committee will consider persons identified by its members, management, shareholders and others. the Board adopted a nominating and corporate governance committee charter which details the principal functions of the nominating and corporate governance committee, including, among other things:

• developing and recommending to the Board a set of corporate governance guidelines;
• assessing the functioning of individual directors of the Board and making recommendations for appointments and reappointments to the Board and the committees of the Board;
• supervising the policy of the Board on the selection criteria and appointment procedures for senior management;
• participating in our succession planning for the Chair of the Board and Chief Executive Officer and other executive officers, including an emergency succession plan for the Chair of the Board and Chief Executive Officer; and
• making recommendations to the Board regarding other company governance matters.

Duties of Board Members and Conflicts of Interest

The Board is entrusted with the management of our Company and, for such purpose, has all the powers within the limits of the law that are not granted by our Articles of Association to others. We have a one‑tier board, consisting of one or more executive directors and one or more non‑executive directors.

The executive directors are primarily responsible for all of our day‑to‑day operations. The non‑executive directors supervise (i) the executive directors’ policy and performance of duties and (ii) our general affairs and its business, and render advice and direction to the executive directors. The executive directors shall timely provide the non‑executive directors with the information they need to carry out their duties. The directors furthermore perform any duties allocated to them under or pursuant to the law or Articles of Association. Each director has a duty to our Company to properly perform its duties. In the performance of their tasks, the directors shall be guided by the interests of our

Company and the enterprise connected with it. Under Dutch law, the interests of our Company and the enterprise connected with it extend to the interests of all stakeholders, such as shareholders, creditors, employees, customers and suppliers.

Pursuant to our Articles of Association and the regulations of the Board (the “Board Regulations”), a Director shall not participate in the discussions and/or decision‑making process on a subject or transaction in relation to which he/she has a direct or indirect personal conflict of interest with our Company within the meaning of Article 13.2 of the Board Regulations or Section 2:140 paragraph 5 DCC (“Conflict of Interest”). Such transaction must be concluded on terms which are customary in the market concerned and be approved by the Board.

During the year ended December 31, 2025, certain transactions were identified as involving a Conflict of Interest. In each case, the Director concerned did not participate in the deliberations or decision-making process in accordance with the requirements set out above.

Executive Officer Employment Agreements and Board Member Service Agreements

We have entered into management services agreements with each of our executive management team members, including our executive director. The management services agreements contain a termination notice period for us and the executive directors. All of the management services agreements provide that the manager or executive director, as the case might be, may be terminated in the event of an urgent cause (dringende reden) without advance notice. The management services agreements contain post‑termination restrictive covenants, including confidentiality, and post‑termination non‑competition and non‑solicitation covenants.

Additionally, the shareholders approved a remuneration policy for non‑executive directors that provides for compensation, including an annual cash fee, an annual equity grant, an annual fee for membership on a committee of the Board, an annual fee for acting as a chairperson of the Board and annual fee for acting as a chairperson of a committee of the Board. The remuneration policy was adopted by non‑executive directors.

Board Observers

Mr. Marc Sabé served during the year ended December 31, 2024 and continues to serve as an observer on our Board. Mr. Sabé is an employee of Eurofred, S.A., which is a company affiliated with one of our major shareholders, Mingkiri, S.L.

Ms. Jennifer Anderson served during the year ended December 31, 2025 and continues to serve as an observer on our Board. Ms. Anderson is an employee of Generac Power Systems, Inc. one of our major shareholders.

D.Employees

Average number of employees in the last 3 years is:

(Average number of employees)	2025		2024		2023
Directives		30		50		69
Administrative		103		193		387
Commercials		133		193		189
Operators		259		339		212
Engineers		171		333		408
Total		696		1,108		1,265

We strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse workforce. As of December 31, 2025, we had 594 employees compared with the 905 employees at December 31, 2024. Most of our employees are located in Spain, although our global footprint has employees working in offices across seven European countries, an office in China and another in the United States. We have not experienced a work stoppage and believe we maintain positive relationships with our employees.

E.Share Ownership

For information regarding the share ownership of Directors and officers, refer to Item 7, “Major Shareholders and Related Party Transactions-–Major Shareholders” included elsewhere in this Annual Report. For information regarding our equity incentive plans, refer to Item 6, “Directors, Senior Management and Employees—B. Compensation” included elsewhere in this Annual Report.

F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

None

Item 7. Major Shareholders and Related Party Transactions

A.Major Shareholders

The following table sets forth information relating to the beneficial ownership of our Class A Shares and Class B Shares as of March 1, 2026, for:

• each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Class A Shares or Class B Shares;
• each of our current executive officers and our Directors; and
• all of our current executive officers and our Directors as a group.

For further information regarding material transactions between us and principal shareholders, Please refer to “Related Party Transactions” below.

The number of Class A Shares and/or Class B Shares beneficially owned by each entity, person, executive officer or Board member is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of March 1, 2026 through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Shares or Class B Shares held by that person.

As of March 1, 2026, there were 16,798,563 Class A Shares outstanding and 355,040 Class B Shares outstanding.

Unless otherwise indicated, the address of each person named below is c/o Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038.

	Class A Shares					Class B Shares(1)
Beneficial Owner	Number		%			Number		%			Combined Voting Power (%)(2)
Executive Officers and Directors of Wallbox
Enric Asunción Escorsa(3)		916,896		5.5	%		212,211		52.3	%		14.56	%
Isabel López Trujillo(14)		2,051	*				—		—		*
Jordi Lainz(4)		35,078	*				—		—		*
Eduard Castañeda(5)		45,096	*				193,510		47.7	%		9.49	%
Francisco Riberas(6)		2,038,410		12.1	%		—		—			9.8	%
Beatriz González Ordóñez(7)		575,293		3.4	%		—		—			2.8	%
Juan González Del Castillo Burgos(7)		—		0.0	%		—		—			0.0	%
All executive officers and directors of Wallbox as a group (7 persons)		3,612,824		21.0	%		405,721		100.0	%		36.6	%
5% and Greater Shareholders
Kariega Ventures, S.L.(3)		893,067		5.3	%		173,447		48.9	%		14.44	%
Inversiones Financieras Perseo, S.L.U.(8)		1,367,879		8.1	%		—		—			6.6	%
Orilla Asset Management, S.L.(6)		2,038,410		12.1	%		—		—			9.8	%
Mingkiri, S.L. (Eurofred Spain, S.L.)(9)		1,054,573		6.3	%		—		—			5.1	%
Consilium, S.L. (10)		944,212		5.6	%		—		—			4.5	%
Seaya Ventures II, Fondo De Capital Riesgo(7)		575,293		3.4	%		—		—			2.8	%
AM Gestió, S.L.(11)		893,344		5.3	%		—		—			4.3	%
Generac Power Systems, Inc. (12)		1,904,802		11.3	%		—		—			9.1	%
Sociedad Española para la Transformación Tecnológica(13)		1,887,981		11.2	%		—		—			9.0	%

* Indicates a shareholding of less than 1%.

• Each Class B Share is convertible at any time at the option of the holder into one Class A Share and one Conversion Share. Beneficial ownership of Class B Shares reflected in this table has not also been reflected as beneficial ownership of Class A Shares into which the Class B shares may be exchanged.

• The percentage reported under “Combined Voting Power” represents the voting power with respect to all of our Class A Shares and Class B Shares outstanding as of March 1, 2026, voting as a single class. Holders of our Class A Shares are entitled to one vote per share, and holders of our Class B Shares are entitled to ten votes per share.

• Based on information known to the Company, each of KARIEGA VENTURES, S.L. and Enric Asunción Escorsa has shared voting power and shared investment power over 173,447 Class B Shares, and 893,067 Class A Shares held of record by KARIEGA VENTURES, S.L.. Enric Asunción Escorsa has sole voting power

• and sole dispositive power over 23,829 Class A Shares, and 38,764 Class B Shares underlying stock options that are exercisable within 60 days of March 1, 2026. The address of KARIEGA VENTURES, S.L. is Av. Diagonal 419, 4 Planta, Barcelona, Spain 08008. Enric Asunción Escorsa is the Chief Executive Officer and a member of the Board.

• Includes Mr. Lainz’s 34,555 Class A Shares and 523 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2026.

• Includes Mr. Castañeda’s 25,296 Class A Shares and 19,800 Class A Shares undelying stock options that are exercisable within 60 days of March 1, 2026, 181,592 Class B Shares and 11,918 Class B Shares underlying stock options that are exercisable within 60 days of March 1, 2026.

• Based solely on information provided by Mr. Riberas, Orilla Asset Management, S.L. is the record holder of 2,038,410 Class A Shares. Mr. Riberas is a director and controlling shareholder of Orilla Asset Management, S.L., and as such, maintains voting and investment discretion with respect to the Class A Shares. As a result, Mr. Riberas may be deemed to share beneficial ownership of the securities held of record by Orilla Asset Management, S.L. The address of Orilla Asset Management, S.L. is Alfonso XII, 16, 28014, Madrid, Spain.

• Based solely on a Schedule 13G filed on February 11, 2022, Seaya Ventures II, Fondo De Capital Riesgo, Beatriz González Ordóñez and José Maria Múgica Murga have shared voting power and shared dispositive power over 575,293 Class A Shares. Seaya Ventures II, Fondo De Capital Riesgo is the record holder, and Ms. Beatriz González Ordóñez and Mr. José Marĺa Múgica Murga share investment and dispositive power over the securities held of record by Seaya. The address of the foregoing named beneficial owners is Calle Alcala, numero 54, Madrid, Spain 28014. Ms. González Ordóñez is a member of the Board.

• Based solely on information provided by Inversiones Financieras Perseo, S.L.U.; Iberdrola, S.A., Iberdrola Participaciones S.A.U. and Inversiones Financieras Perseo S.L.U. have shared voting power and shared investment power over 1,367,879 Class A Shares. The address of the foregoing beneficial owners is Plaza Euskadi, 5, Bilbao (Bizkaia), Spain 48009.

• Based on information known to the Company, MINGKIRI, S.L. has shared voting power and shared investment power over 1,054,573 Class A Shares and Marta Santacana Gri has shared voting power and shared investment power over 1,054,573 Class A Shares. Marta Santacana Gri may be deemed the beneficial owner of of 1,054,573 Class A Ordinary Shares, which consist of (i) 1,011,397 Class A Ordinary Shares held of record by MINGKIRI, S.L. and (ii) 43.176 Class A Ordinary Shares held of record by Anangu Grup S.L. Marta Santacana Gri has sole investment and dispositive power over the securities held of record by MINGKIRI, S.L. and shares investment and dispositive power over the securities held of record by Anangu Grup S.L. The address of the foregoing named reporting persons is Marquest de Sentmenat 97, Barcelona, Spain 08029.

• Based on information known to the Company, Consilium, S.L. has sole voting power and sole dispositive power over 944,212 Class A Shares. The address of the foregoing named beneficial owner is Plaza Europa 34, Planta 18, L’Hospitalet de Llobregat, Barcelona, Spain 08902.

• Based on information know to the Company, AM Gestió, S.L. has sole voting power over 893,344 Class A Shares. The address of the foregoing named beneficial owner is Rossello Street 224, 3. Barcelona, Spain 08008.

• Based solely on information provided by Generac Power Systems, Inc,Generac Power Systems, Inc. has sole voting power over 1,904,802 Class A Shares. The address of the foregoing named beneficial owner is Waukesha – Corporate Headquarters S45W29290 Highway 59 Waukesha, WI 53189.

• Based solely on information provided by Sociedad Española para la Transformación Tencológica has sole voting power over 1,887,981 Class A Shares. The address of the foregoing named beneficial owner is Calle Mármol, 27 28005, Madrid, Spain .

• Includes Ms. López Trujillo 1,882 Class A Shares and 169 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2026.

Significant Changes in Ownership

To our knowledge, other than as provided in the table above, other filings with the SEC, public disclosure and this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder during the past three years.

Registered Holders

To our knowledge, 8,177,667 Class A Shares were held by 10 record shareholders with registered addresses in the United States. To our knowledge, no Class B Shares were held by record shareholders with registered addresses in the United States.

Change in Control Arrangements

We are not aware of any arrangement that may at a subsequent date result in a change of control of our Company.

B.Related Party Transactions

The following includes, among other information, a description of related party transactions, as defined under Item 7.B of Form 20‑F, since January 1, 2025.

Private Placement Equity Offerings

In connection with the February 2025 private placement of Class A Shares, Enric Asuncion Escorsa purchased 135,209 Class A Shares, Orilla Asset Management, S.L. purchased 11,333,694 Class A Shares, AM Gestio, S.L. purchased 2,833,424 Class A Shares, Consilium, S.L. purchased 2,487,832 Class A Shares, Inversiones Financieras Perseo, S.L. purchased 5,666,847 Class A Shares, Mingkiri, S.L. purchased 2,833,424 Class A Shares and Infisol 3000, S.L. purchased 1,416,712 Class A Shares, in each case, at price of $0.37 per share.

In connection with the June 2025 private placement of Class A Shares, Orilla Asset Management, S.L. purchased 9,037,804 Class A Shares, AM Gestio, S.L. purchased 2,259,451 Class A Shares, Consilium, S.L. purchased 1,671,994 Class A Shares, Iberdrola, S.A. purchased 4,518,902 Class A Shares, Mingkiri, S.L. purchased 2,259,451 Class A Shares and Kariega Ventures S.L. purchased 2,711,342 Class A Shares, in each case, at price of $0.25 per share.

On June 17, 2025, we closed a private placement of Class A Shares, pursuant to which we sold 37,759,630 Class A Shares, for aggregate gross proceeds of $9.6 million (€ 8.3 million) to SETT at a price of $0.25 per share.

Iberdrola

Iberdrola S.A. (together with its affiliates, “Iberdrola”) is the indirect owner of 100% of the interests in Inversiones Financieras Perseo, S.L. (“Perseo”) a greater than 5% shareholder of Wallbox.

In June 2021, we entered into a lease with a subsidiary of Iberdrola for Company offices located in Barcelona. The lease agreement provides for a monthly payment to be annually updated. This lease agreement covers the period until August 2032. During the year ended December 31, 2025, the Company's cost was an aggregate of €763 thousand in rent and other expenses under the lease agreement. The cost in the year ended December 31, 2024 amounted to €624 thousand.

In July 2020, Iberdrola entered into Letter of Intent to purchase Supernova charging stations from Wallbox. The terms of this letter of intent, in which Iberdrola expressed its interest in purchasing 6,500 Supernova chargers and, in 2022, expressed an interest to increase the number of public use chargers it plans to purchase for a total of 10,000 chargers. As of December 31, 2025, 46 public chargers were already sold to Iberdrola under the letter of intent.

In the normal course of business, we enter into transactions and commercial arrangements with affiliates of Iberdrola, which, for the year ended December 31, 2025, involved sales of our chargers in an aggregate amount of €9.1 million which represents the same purchase price as is sold to unrelated third parties.

On September 27, 2021, we, as buyer, entered into a Power Purchase Agreement (“PPA”) with Iberdrola Clientes, S.A.U. (“Iberdrola Clientes”), a Spanish limited liability company and affiliate of Iberdrola, as seller, for the supply of renewable energy to meet the energy demands of our Zona Franca factory located in Poligono Industrial Zona Franca Calle D, 26‑08040 Barcelona, Spain (the “Zona Franca Factory”). Pursuant to the PPA, Iberdrola Clientes installed, commissioned and operates certain photovoltaic facilities (the “Facilities”). The Facilities are considered a “self‑consumption” facility and as such, Iberdrola Clientes is entitled to market any excess energy generated by the Facilities that remain after our Zona Franca Factory’s energy needs have been met. The PPA has an initial term of ten (10) years and is renewable for an additional period of fifteen (15) years. In the fiscal year ended December 31, 2025, we paid Iberdrola Clientes €64,902 under this agreement.

On October 5, 2021, Enric Asunción Escorsa furnished a letter to Perseo pursuant to which Mr. Asunción agreed to take best efforts to support the election of the director Perseo designates under the designation right Perseo has for so long as it owns shares representing 3% of our outstanding share capital.

Generac

On December 13, 2023, in connection of the closing of the private placement of Class A Shares, Kariega Ventures, S.L., a major shareholder of the Company, which is controlled by Mr. Asunción, and the Company, entered into a letter agreement pursuant to which Kariega Ventures, S.L., and the Company agreed to take best efforts to support the election of the director nominee set forth by Generac pursuant to its director nomination rights, which director nomination rights Generac shall have for so long as it, together with its affiliates, collectively own at least 3% of the Company’s outstanding share capital. For additional information please refer to Item 5, “Operating and Financial Review and Prospects—Recent Transactions.”

Remuneration Arrangements with the Board and Senior Management

For a description of our remuneration arrangements with members of the Board and senior management, please refer to Item 6, “ Directors, Senior Management and Employees-–B. Compensation.”

Indemnification

Our Articles of Association provides for certain indemnification rights for our directors relating to claims, suits or proceedings arising from his or her service to our Company or, at our request, service to other entities, as directors or officers to the maximum extent permitted by Dutch law.

Review, Approval or Ratification of Transactions with Related Persons

Our Board of Directors has adopted a written Related Parties Transaction Policy and Procedures to set forth the policies and procedures for the review and approval or ratification of related party transactions. This policy covers material transactions or loans reportable under this Item between the Company and a related party, including without limitation our directors and senior management as well as their family members, and certain shareholders, and provides that such transactions be reviewed and approved or ratified by the Audit Committee. Such review shall assess if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party, whether the transaction is inconsistent with the interest of the Company and its shareholders, the extent of the related party’s interest in the transaction, and shall also take into account the conflicts of interest and corporate opportunity provisions of our organizational documents.

In addition to the conflict of interest rules included in the Board Regulations, we adopted a Code of Ethics & Conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting, relating to, inter alia, conflicts of interest and transactions that may result in a conflict of interest with our Company, our Code of Ethics & Conduct is available on our website. We intend to disclose any amendment to the code, or any waivers of its requirements, on its website to the extent required under applicable law, rules, regulations or stock exchange requirements.

C.Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

A.Consolidated Statements and Other Financial Information

Consolidated financial statements

Refer to Item 18, “Financial Statements” included elsewhere in this Annual Report, which are incorporated herein by reference.

Legal and Arbitration Proceedings

We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

Dividend Policy

We have not paid any cash dividends on our shares to date and do not intend to pay cash dividends. For the foreseeable future, we intend to retain all available funds and any future earnings to fund the development and expansion of our business. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. Under Dutch law, we may only pay dividends to the extent our equity (eigen vermogen) exceeds the sum of its paid up and called up part of its issued capital and the reserves which must be maintained pursuant to the law and (if it concerns a distribution of profits) after adoption by the General Meeting of the annual accounts from which it appears that such distribution is permitted. Subject to such restrictions, any future determination to pay dividends will be at the discretion of the Board. The Board may decide that all or part of the remaining profits shall be added to the reserves. After such reservation, any remaining profit will be at the disposal of the General Meeting. The Board may resolve to make interim distributions on Shares, subject to certain requirements, and with observance of (other) applicable statutory provisions, without the approval of the General Meeting. However, we do not anticipate paying any dividends on our shares for the foreseeable future.

We have not declared or paid dividends in the years ended December 31, 2023, 2024 and 2025.

Significant Changes

Please refer to Note 26, “Events After the Reporting Period,” within our consolidated financial statements included elsewhere in this Annual Report for details regarding events subsequent to the reporting period.

Item 9. The Offer and Listing

A.Offer and Listing Details

Our Class A Shares commenced trading on the NYSE on October 4, 2021 under the symbol “WBX.” Prior to this, no public market existed for our Class A Shares. Our Class B ordinary shares are not listed to trade on any securities market.

B.Plan of Distribution

Not applicable.

C.Markets

Our Class A Shares commenced trading on the NYSE on October 4, 2021 under the symbol “WBX.”

D.Selling Shareholders

Not applicable.

E.Dilution

Not applicable

F.Expenses of the Issue

Not applicable.

Item 10. Additional Information

A.Share Capital

Statutory equity deficit and Board’s obligations under Article 2:108a Dutch Civil Code (“DCC”)

In preparing the Company’s financial results for the fourth quarter of the financial year 2025, which were published on 4 March 2026, and in anticipation of finalising the Company’s (consolidated) annual accounts for the financial year 2025, the Board on [24] February 2026 determined that it is likely that the Company’s total equity has decreased to an amount equal to or less than one half of the paid and called-up part of its capital, as referred to in article 2:108a DCC. Although the Board was aware of the Company’s financial challenges through management reporting and discussions with stakeholders[, the preparation of the (consolidated) annual accounts] was the first point at which the Board had sufficient certainty and reliable information to conclude that equity had fallen below this statutory threshold.

In light of the foregoing, and in accordance with article 2:108a DCC, the Board intends to convene a general meeting of shareholders to be held within three months following [24] February 2026 for the purpose of (i) informing the shareholders of the Company’s current equity position and (ii) discussing possible measures or courses of action that may be required. The Board will in due course resolve to convene such general meeting.

B.Memorandum and Articles of Association

A copy of our Articles is incorporated by reference as Exhibit 1.1 to this Annual Report. The information called for by this Item is set forth in Exhibit 2.2 to this Annual Report and is incorporated by reference into this Annual Report.

C.Material Contracts

Except as otherwise disclosed in this Annual Report (including the Exhibits), we are not currently, nor have we been for the past two years, party to any material contract, other than contracts entered into in the ordinary course of business.

D.Exchange Controls

There are currently no Netherlands/Spanish exchange control regulations that would affect the import or export of capital or the remittance of dividends, interest or other payments to non‑resident holders of our shares.

E.Taxation

The following discussion is a summary of the material U.S. federal income tax consequences to U.S. Holders and Non‑U.S. Holders (each as defined below) of the purchase, ownership and disposition of Class A Shares and Warrants and does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non‑U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences discussed below.

This discussion does not address all U.S. federal income tax consequences that may be relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address all U.S. federal income tax consequences relevant to holders subject to special rules, including, without limitation:

• regulated investment companies (“RICs”) or real estate investment trusts (“REITs”);
• brokers, dealers, or traders in securities;
• tax‑exempt organizations or governmental organizations;
• U.S. expatriates and former citizens or long‑term residents of the United States;
• persons subject to the alternative minimum tax;
• persons holding Class A Shares and/or Warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
• banks, insurance companies, and other financial institutions;
• persons subject to special tax accounting rules as a result of any item of gross income with respect to Class A Shares or Warrants being taken into account in an applicable financial statement;
• persons that actually or constructively own 10% or more (by vote or value) of our common stock;
• “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
• S corporations, partnerships or other entities or arrangements treated as partnerships or other flow‑through entities for U.S. federal income tax purposes (and investors therein);
• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
• persons who hold or received Class A Shares and/or Warrants, as the case may be, pursuant to the exercise of any employee stock option or otherwise as compensation; and
• tax‑qualified retirement plans.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Class A Shares or Warrants, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding Class A Shares or Warrants and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF THE CLASS A SHARES OR WARRANTS ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON‑U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Class A Shares and/or Warrants, as the case may be, that is for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;
• a corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia;
• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

U.S. Holders

Distributions on Class A Shares

Subject to the discussion below under “—Passive Foreign Investment Company Rules,” if we make distributions of cash or property on the Class A Shares, the gross amount of such distributions (including any amount of foreign taxes withheld) to a U.S. Holder will generally be treated for U.S. federal income tax purposes first as a dividend to the extent of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), and then as a tax‑free return of capital to the extent of the U.S. Holder’s tax basis in the Class A Shares, with any excess treated as capital gain from the sale or exchange of the shares. Because we do not expect to maintain calculations of its earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect all cash distributions to be reported as dividends for U.S. federal income tax purposes. Any dividend will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.

Dividends received by certain non‑corporate U.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower applicable capital gains rates, provided that:

• either (a) the Class A Shares are readily tradable on an established securities market in the United States, or (b) we are eligible for the benefits of a qualifying income tax treaty with the United States that includes an exchange of information program;
• we are neither a PFIC (as discussed below under “—Passive Foreign Investment Company Rules”) nor treated as such with respect to a U.S. Holder in our taxable year in which the dividend is paid or the preceding taxable year;
• the U.S. Holder satisfies certain holding period requirements; and
• the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.

U.S. Treasury Department guidance indicates that the Class A Shares, which are listed on the NYSE, are readily tradable on an established securities market in the United States. Thus, we believe that any dividends that we pay on the Class A Shares will be potentially eligible for the lower tax rates. U.S. Holders should consult their own tax advisors regarding the availability of the lower tax rates for dividends paid with respect to Class A Shares.

The amount of any dividends paid in Euros will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. A U.S. Holder may have foreign currency gain or loss (which will generally be treated as U.S. source ordinary income or loss) if the dividend is converted into U.S. dollars after the date of receipt.

Subject to certain conditions and limitations (including a minimum holding period requirement), any foreign withholding taxes on dividends may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. However, recently issued Treasury regulations that apply to taxes paid or accrued in taxable years beginning on or after December 28, 2021 (the “Foreign Tax Credit Regulations”) impose additional requirements for foreign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. Subject to certain exceptions, dividends on Class A Shares will constitute foreign source income for foreign tax credit limitation purposes. If such dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by a fraction, the numerator of which is the reduced rate applicable to qualified dividend income and the denominator of which is the highest rate of tax normally

applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to the Class A Shares generally will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.” Instead of claiming a foreign tax credit, a U.S. Holder may be able to deduct any foreign withholding taxes on dividends in computing such U.S. Holder’s taxable income, subject to generally applicable limitations under U.S. law (including that a U.S. Holder is not eligible for a deduction for foreign income taxes paid or accrued in a taxable year if such U.S. Holder claims a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year). The rules governing the foreign tax credit and deductions for foreign taxes are complex. U.S. Holders should consult their own tax advisors regarding the availability of the foreign tax credit or a deduction under their particular circumstances.

Sale, Exchange, Redemption or Other Taxable Disposition of Class A Shares and Warrants

Subject to the discussion below under “—Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Class A Shares or Warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such Class A Shares or Warrants, in each case, as determined in U.S. dollars. Any gain or loss recognized by a U.S. Holder on a taxable disposition of Class A Shares or Warrants generally will be capital gain or loss and will be long‑term capital gain or loss if the U.S. Holder had a holding period in the Class A Shares or Warrants of more than one year. A non‑corporate U.S. Holder, including an individual, who has held the Class A Shares and/or Warrants for more than one year generally will be eligible for reduced tax rates for such long‑term capital gains. The deductibility of capital losses is subject to limitations.

Any such gain or loss recognized generally will be treated as U.S. source gain or loss. Accordingly, in the event any foreign tax (including withholding tax) is imposed upon the sale, exchange, redemption or other taxable disposition of Class A Shares or Warrants, a U.S. Holder may not be able to utilize foreign tax credits unless such U.S. Holder has foreign source income or gain in the same category from other sources. Moreover, pursuant to the Foreign Tax Credit Regulations, unless a U.S. Holder is eligible for and elects the benefits of an applicable income tax treaty, any such foreign tax would generally not be a foreign income tax eligible for a foreign tax credit (regardless of any other foreign source income or gain that the U.S. Holder may have). In such case, however, the non‑creditable foreign tax may reduce the amount realized on the sale, exchange, redemption or other taxable disposition of the Class A Shares or Warrants. U.S. Holders are urged to consult their own tax advisors regarding the ability to claim a foreign tax credit and the application of any applicable income tax treaty to such U.S. Holder’s particular circumstances.

Exercise or Lapse of Warrants

Except as discussed below with respect to the cashless exercise of Warrants, a U.S. Holder generally will not recognize gain or loss upon the acquisition of Class A Shares on the exercise of Warrants for cash. A U.S. Holder’s tax basis in Class A Shares received upon the exercise of Warrants generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the Warrants exercised therefor and the exercise price. Subject to the discussion below under “—Passive Foreign Investment Company Rules,” the U.S. Holder’s holding period for Class A Shares received upon the exercise of Warrants will begin on the date following the date of exercise (or possibly the date of exercise) of the Warrants and will not include the period during which the U.S. Holder held the Warrants. If Warrants are allowed to lapse unexercised, a U.S. Holder that has otherwise not disposed of the Warrants generally will recognize a capital loss equal to such U.S. Holder’s tax basis in the Warrants.

The tax consequences of a cashless exercise of Warrants are not clear under current U.S. federal income tax law. A cashless exercise may not be a taxable event to a U.S. Holder, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in the Class A Shares received would equal the U.S. Holder’s tax basis in the Warrants exercised, therefor. If the cashless exercise is not treated as a realization event, a U.S. Holder’s holding period in the Class A Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Class A Shares would include the holding period of the Warrants exercised, therefore.

It is also possible that a cashless exercise of Warrants could be treated in part as a taxable exchange in which gain or loss would be recognized in the manner set forth above under “—Sale, Exchange, Redemption or Other Taxable Disposition of Class A Shares and Warrants.” In such event, a U.S. Holder could be deemed to have surrendered the number of Warrants having an aggregate fair market value equal to the exercise price for the total number of Warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount generally equal to the difference between (i) the fair market value of the Warrants deemed surrendered and (ii) the U.S. Holder’s tax basis in such Warrants deemed surrendered. Such gain or loss would be long‑term or short‑term, depending on the U.S. Holder’s holding period for the Warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the Class A Shares received would equal the sum of the U.S. Holder’s tax basis in the Warrants deemed exercised and the exercise price of such Warrants. A U.S. Holder’s holding period for the Class A Shares received in such case generally would begin on the date following the date of exercise (or possibly the date of exercise) of the Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of the Warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of Warrants.

Possible Constructive Distributions

The terms of each Warrant provide for an adjustment to the number of Class A Shares for which the Warrant may be exercised or to the exercise price of the Warrant in certain events. An adjustment that has the effect of preventing dilution in a reasonable manner generally is not taxable. A U.S. Holder of a Warrant would, however, generally be treated as receiving a constructive distribution from us if, for example, there is an adjustment that increases the holder’s proportionate interest in our assets or earnings and profits (for instance, through an increase in the number of Class A Shares that would be obtained upon exercise of such Warrant) as a result of a distribution of cash or other property such as other securities to the holders of the Class A Shares which is taxable to the U.S. Holders of such shares as described under “—Distributions on Class A Shares” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of such Warrant received a cash distribution from us equal to the fair market value of such increased interest. A U.S. Holder’s adjusted tax basis in a Warrant will generally be increased to the extent of any such constructive distribution that is treated as a dividend for U.S. federal income tax purposes.

Passive Foreign Investment Company Rules

We will be classified as a passive foreign investment company (a “PFIC”), within the meaning of Section 1297 of the Code, for any taxable year if either: (a) at least 75% of its gross income is “passive income” for purposes of the PFIC rules or (b) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. For this purpose, we will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.

Under the PFIC rules, if we were considered a PFIC at any time that a U.S. Holder owns Class A Shares or Warrants, we would continue to be treated as a PFIC with respect to such investment unless (i) we cease to be a PFIC and (ii) such U.S. Holder makes a “deemed sale” election under the PFIC rules.

Based on the recent, current and anticipated composition of our and our subsidiaries’ income, assets and operations of, we do not expect to be treated as a PFIC in the current taxable year or in future taxable years. This is a factual determination, however, that depends on, among other things, the composition of the income and assets, and the market value of the shares and assets, of us and our subsidiaries from time to time as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Thus, the determination can only be made annually after the close of each taxable year and there can be no assurances that we will not be classified as a PFIC for the current taxable year or for any future taxable year.

If we are considered a PFIC at any time that a U.S. Holder owns Class A Shares, any gain such U.S. Holder recognizes on a sale or other disposition of the Class A Shares, as well as the amount of any “excess distribution” (defined below) such U.S. Holder receives, would be allocated ratably over such U.S. Holder’s holding period for the Class A Shares. In the case of Class A Shares acquired upon the exercise of Warrants, such holding period would, pursuant to proposed Treasury regulations, generally include the holding period of such Warrants. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. For purposes of these rules, distributions on the Class A Shares that are received in a taxable year by a U.S. Holder will be treated as excess distributions to the extent that they exceed 125% of the average of the annual distributions on the Class A Shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter.

Pursuant to proposed Treasury regulations, an option to acquire stock of a PFIC is considered PFIC stock for the purpose of determining tax due on any gain recognized from a disposition of the option. Accordingly, if we are considered a PFIC at any time during which a U.S. Holder holds Warrants, such U.S. Holder will generally be subject to the rules described above with respect to any gain realized from a sale or other disposition of such Warrants.

Certain elections may be available that would result in alternative treatments (such as qualified electing fund treatment or mark‑to‑market treatment) of the Class A Shares if we are considered a PFIC. We do not intend to provide the information necessary for U.S. Holders of Class A Shares to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for an investment in a PFIC described above. If we are treated as a PFIC with respect to a U.S. Holder for any taxable year, such U.S. Holder will be deemed to own shares in any of our subsidiaries that are also PFICs. However, an election for mark‑to‑market treatment

would likely not be available with respect to any such subsidiaries. In addition, an election for mark‑to‑market treatment is currently not available with respect to Warrants.

If we are considered a PFIC at any time that a U.S. Holder owns Class A Shares, such a U.S. Holder would generally also be subject to annual information reporting requirements. Failure to comply with such information reporting requirements may result in significant penalties and may suspend the running of the statute of limitations. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to an investment in Class A Shares or Warrants.

Non‑U.S. Holders

The section applies to Non‑U.S. Holders of Class A Shares and Warrants. For purposes of this discussion, a Non‑U.S. Holder means a beneficial owner (other than a partnership or an entity or arrangement so characterized for U.S. federal income tax purposes) of Class A Shares or Warrants that is not a U.S. Holder, including:

• a nonresident alien individual, other than certain former citizens and residents of the United States;
• a foreign corporation; or
• a foreign estate or trust.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Class A Shares and Warrants

Any (i) distributions of cash or property paid to a Non‑U.S. Holder in respect of Class A Shares or (ii) gain realized upon the sale or other taxable disposition of Class A Shares and/or Warrants generally will not be subject to U.S. federal income taxation unless:

• the gain or distribution is effectively connected with the Non‑U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non‑U.S. Holder maintains a permanent establishment in the United States to which such gain or distribution is attributable); or
• in the case of any gain, the Non‑U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met.

Any distribution or gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates in the same manner as if the Non‑U.S. Holder were a U.S. Holder. A Non‑U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected distribution or gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which gain may be offset by U.S. source capital losses of the Non‑U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non‑U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

The U.S. federal income tax treatment of a Non‑U.S. Holder’s exercise of a Warrant, or the lapse of a Warrant held by a Non‑U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “—U.S. Holders‑Exercise or Lapse of Warrants,” above, although to the extent a cashless exercise or lapse results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non‑U.S. Holder’s gain on the sale or other taxable disposition of Class A Shares or Warrants.

Non‑U.S. Holders should consult their own tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Information reporting requirements may apply to distributions received by U.S. Holders of Class A Shares (as well as any constructive distributions to a U.S. Holder that holds Warrants, as described above under “—‍U.S. Holders–Constructive Distributions”), and the proceeds received by U.S. Holders on the sale or other taxable the disposition of Class A Shares or Warrants effected within the United States (and, in certain cases, outside the United States), in each case other than for U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder is not an exempt recipient and fails to provide an accurate taxpayer identification number (generally on an IRS Form W‑9 provided to the applicable withholding agent) and to certify that it is not subject to backup withholding. U.S. Holders should consult their own tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Information returns may be filed with the IRS in connection with, and Non‑U.S. Holders may be subject to backup withholding with respect to, distributions received by Non‑U.S. Holders of Class A Shares (as well as any constructive distributions to a Non‑U.S. Holder that holds Warrants, as described above under “—‍U.S. Holders—Constructive Distributions”), and the proceeds received by Non‑U.S. Holders on the sale or other taxable disposition of Class A Shares or Warrants within the United States or conducted through certain U.S.‑ related financial intermediaries, unless the Non‑U.S. Holder furnishes to the applicable withholding agent the required certification as to its non‑U.S. status, such as by providing a valid IRS Form W‑8BEN, IRS Form W‑8BEN‑E or IRS Form W‑8ECI, as applicable, or the Non‑U.S. Holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding generally may be credited against the taxpayer’s U.S. federal income tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

F.Dividends and Paying Agents

Not applicable.

G.Statement by Experts

Not applicable.

H.Documents on Display

We are required to make certain filings with the SEC. The SEC maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

We also make available on our website (www.wallbox.com), free of charge, our annual reports on Form 20‑F and the text of our reports on Form 6‑K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Our website address is investors.wallbox.com. The information contained on our website is not incorporated by reference into this Annual Report.

References made in this Annual Report to any contract or certain other documents are not necessarily complete and you should refer to the exhibits attached or incorporated by reference into this Annual Report for copies of the actual contract or documents.

I.Subsidiary Information

Not applicable.

J.Annual Report to Securities Holders

We intend to submit any annual report provided to security holders in electronic format as an exhibit to a Report on Form 6‑K.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Refer to Note 25, “Financial Risk Management,” of our audited consolidated financial statements included elsewhere in this Annual Report for more information.

Interest Rate Risk

We are exposed to interest rate risk from possible losses due to changes in the fair value or the future cash flows of a financial instrument because of fluctuations in market interest rates. A hypothetical 10% change in interest rates would mean an increase (decrease) in profit or loss for the years ended December 31, 2025, December 31, 2024 and 2023 by €1,965 thousand, €2,027 thousand and €1,951 thousand, respectively. See Note 25.b “Market Rate Risk — Interest rate risk” for additional information.

Foreign Currency Risk

We have foreign currency risks related to its revenue and operating expenses denominated in currencies other than the Euro, causing both its revenue and its operating results to be impacted by fluctuations in the exchange rates.

Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are denominated in these currencies impact our net loss. A hypothetical decrease in all foreign currencies against the Euro of 10% would not result in a material foreign currency loss on foreign‑denominated balances, for the years ended December 31, 2025, 2024 and 2023, except for the USD currency (please refer to Note 25.b, “Market Rate Risk--Currency risk”). As our global operations expand, our results may be more materially impacted by fluctuations in the exchange rates of the currencies in which it does business.

At this time, we do not enter into financial instruments to hedge its foreign currency exchange risk, but it may in the future.

Other Market Price Risk

We held €4,373, €25,303 thousand and €5,187 thousand of investments in funds as of December 31, 2025, December 31, 2024 and December 31, 2023, respectively, that have been measured at fair value through profit or loss (please refer to Note 12, “Financial Assets and Financial Liabilities”). We also hold investments in funds measured at fair value through other comprehensive income (please refer to Note 13, “Financial Assets and Financial Liabilities”) that amounted to €270 thousand, €275 thousand and €239 thousand as of December 31, 2025, December 31, 2024, and 2023, respectively, and therefore the exposure is evaluated as not significant. Additionally, we have derivative warrant liabilities (please refer to Note 12, “Financial Assets and Financial Liabilities”) that were subject to an adjustment of €1,910 thousand recognized as an income in the consolidated statement of profit or loss of 2025.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

(b) Accounting policies and practices are not designed appropriately to establish an effective structure of internal controls. Thus, policies and procedures specifically with respect to the review, supervision and monitoring of the accounting and reporting functions were not operating effectively and/or documented accordingly, showing limited accountability in remediation efforts.

Remediation plan

To address these material weaknesses, we have made and are continuing to make several changes to our processes and controls.

Our remediation activities include the following actions and plans:

(a) In October 2025, we implemented a new corporate structure within the IT department aimed at enhancing processes, strengthening the design, and improving the effectiveness of general IT controls.

We also continue working with external advisors to implement new procedures and general IT controls and controls over the completeness and accuracy of reports used in controls including:

• Expanding controls and/or applying other appropriate procedures to address the design and operation of ITGCs on systems supporting our financial processes.

• Developing a training program addressing ITGCs and policies, including educating control owners concerning the principles and requirements of each control, with a focus on those related to user access and change-management over IT systems impacting financial reporting.

• Developing and maintaining policy documentation underlying ITGCs to promote knowledge transfer upon personnel and function changes.

• Implementing an IT management review and testing plan to monitor ITGCs with a specific focus on systems supporting our financial reporting processes.

(b) As part of our plan, in Q2 2026 we will hire a Head of Finance Systems & Transformation working with external advisors to implement new procedures and IT general controls.

We are working on defining a comprehensive remediation plan aimed at addressing and reducing the identified material weaknesses. This plan focuses on the preparation and implementation of formal accounting policies covering the company’s key accounting areas. The objective is to ensure that all significant accounting judgments and treatments are properly documented, consistently applied, and aligned with applicable accounting standards.

Management will oversee this plan and ensure that the resulting accounting policies are effectively communicated across the organization and integrated into our financial reporting processes.

We recognize that additional measures may be necessary to remediate the material weaknesses or to adjust the remediation plans outlined above. We will not be able to confirm the successful remediation of these weaknesses until the relevant controls have been thoroughly implemented, have operated effectively for a sufficient period, and have been validated through formal testing.

The process of designing effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources to aim the objective.

Therefore, while we are committed to addressing these weaknesses as effectively and efficiently as possible, we cannot project a specific timeline for when the material weaknesses will be fully remediated, as all the actions on the remediation plans established have not been properly implemented and in place with the previously defined timelines. The material weaknesses will not be remediated until the necessary internal controls have been designed, implemented, tested and determined to operate effectively.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weaknesses described above.

Attestation Report of Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm due to an exemption by the JOBS act for “emerging growth companies” as defined under the rules and regulations of the SEC.

Changes in Internal Control over Financial Reporting

Except for the remediation efforts described above being taken to address the material weaknesses, during the year ended December 31, 2025 , there were no other changes in our internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

The Board has determined that Juan González del Castillo Burgos and Beatriz González Ordóñez each satisfy the “independence” requirements set forth in Rule 10A‑3 under the Exchange Act. The Board has also determined that Juan González del Castillo Burgos is considered an “audit committee financial expert” as defined in Item 16A of Form 20‑F under the Exchange Act.

Item 16B. Code of Ethics

We adopted a Code of Ethics & Conduct that applies to all of its employees, officers and directors, including those officers responsible for financial reporting. Our Code of Ethics & Conduct is available on our website (www.Wallbox.com). We intend to disclose any amendment to the code, or any waivers of its requirements, on its website to the extent required under applicable law, rules, regulations or stock exchange requirements. The information contained on our website is not incorporated by reference in this Annual Report. We granted no waivers under our Code of Business Conduct and Ethics in 2025.

Item 16C. Principal Accountant Fees and Services

Ernst & Young, S.L. (“EY”) acted as the independent registered public accounting firm of Wallbox for the fiscal years ended December 31, 2025 and 2024. The table below sets out the total amount incurred, for services performed in the years ended December 31, 2025 and 2024, and breaks down these amounts by category of service:

	2025	2024
	( in thousands)
Audit fees			1,644
Other fees			—
Tax fees			—
Total			1,644

All values are in Euros.

Audit fees

Audit fees for the years ended December 31, 2025 and 2024 include the audit of our annual financial statements and services that are provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.

Other fees

No other fees for the years ended December 31, 2025 and 2024 have been incurred.

Tax fees

No tax fees for the years ended December 31, 2025 and 2024 have been incurred.

Pre‑Approval Policies and Procedures

The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all audit and non‑audit services provided by our auditors.

All services provided by our auditors are approved in advance by either the Audit Committee or members thereof, to whom authority has been delegated, in accordance with the Audit Committee’s pre‑approval policy.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16F. Change in Registrant’s Certifying Accountant

None.

Item 16G. Corporate Governance

We are a “foreign private issuer” (as such term is defined in Rule 3b‑4 under the Exchange Act), and our Class A Shares are listed on the NYSE. We believe the following to be the significant differences between our corporate governance practices and those applicable to U.S. companies under the NYSE listing standards. Under the NYSE rules, NYSE‑listed companies that are foreign private issuers are permitted to follow home country practice in‑lieu of the corporate governance provisions specified by the NYSE, with limited exceptions. Accordingly, we follow certain corporate governance practices of our home country, the Netherlands, in‑lieu of certain of the corporate governance requirements of the NYSE.

Under the NYSE rules, U.S. domestic listed companies are required to have a majority independent board, which is not required under the DGCG of the Netherlands, our home country. In addition, the NYSE rules require U.S. domestic listed companies to have a Compensation Committee and a Nominating and Corporate Governance Committee, each composed entirely of independent Directors, which are not required under our home country laws.

We currently follow and intend to continue to follow the foregoing governance practices and not avail ourselves of the independence exemptions afforded to foreign private issuers under the NYSE rules. Our Board has determined that nine of its eleven board members qualify as independent under the NYSE rules applicable to members of the board of directors. We, however intend to rely on this “foreign private issuer exemption” with respect to NYSE rules requiring shareholder approval as described below. We may in the future, however, decide to use other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. Following our home country governance practices may provide less protection than is accorded to investors under the NYSE listing requirements applicable to domestic issuers.

The NYSE also requires that a listed company obtain, in specified circumstances, (1) shareholder approval to adopt or materially revise equity compensation plans, as well as (2) shareholder approval prior to an issuance (a) of more than 1% of its common stock (including derivative securities thereof) in either number or voting power to related parties, (b) of more than 20% of its outstanding common stock (including derivative securities thereof) in either number or voting power or (c) that would result in a change of control, none of which require shareholder approval under the laws of the Netherlands. We intend to follow home country law in determining whether shareholder approval is required.

Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders do not have the same protections afforded to shareholders of companies that are subject to all the NYSE corporate governance standards and shareholder approval requirements.

For more information on our corporate governance practices, please refer to Item 6, “Directors, Senior Management, and Employees—C. Board Practices-–Corporate Governance Practices.”

Item 16H. Mine Safety Disclosure

Not applicable.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 16J. Insider Trading Policies

We adopted an Insider Trading Policy that applies to our directors, executive officers, employees and certain consultants and contractors. We believe it has been reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Our insider trading policy and procedures prohibit our directors, officers, employees, consultants and contractors from trading in our securities while in possession of material, non-public information, among other things.

The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 11 and is incorporated herein by reference.

Item 16K. Cybersecurity

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program aimed at protecting the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is based on threat assessment, maturity assessment and technical reviews, and is addressed to continually improve the cybersecurity incident response plan, risk mitigation and business continuity plan.

We design and assess our program based on internationally recognized cybersecurity standards, specifically ISO27001:2022. Our cybersecurity risk management program is integrated into our Information Security Management System (ISMS). It includes cybersecurity risk management, which is aligned with the business objectives and risk assessments of other company areas such as the legal department, human resources, among others. Our cybersecurity risk management program includes:

• risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader IT environment;
• a security team primarily responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
• cybersecurity awareness training for our employees during the onboarding process, as well as the recurrent sending of awareness alerts/pills on topics relevant to the security of Wallbox; and
• cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents;

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See Part I, Item 3 “Key Information — Risk Factors — Risks Related to Our Business — Computer malware, viruses, ransomware, hacking, phishing attacks, and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm our business.”

Risk Management (ERM) framework.

We have integrated cybersecurity processes into our overall risk management approach in the following ways:

1.Governance & Oversight

2.Risk Assessment & Monitoring

3.Incident Response & Mitigation

4.Compliance & Regulatory Alignment

Engagement of Third Parties and Oversight of Cybersecurity Risks in Third-Party Service Providers

At Wallbox, we recognize the critical role that third-party assessments and oversight play in maintaining a strong cybersecurity posture. Our approach to

engaging

external expertise and managing cybersecurity risks from third-party service providers includes the following:

1.Engagement of Third-Party Assessors, Consultants, and Auditors

2.Processes to Identify and Manage Cybersecurity Risks from Third-Party Service Providers

Cybersecurity Risk Management Responsibilities and Oversight.

At Wallbox, cybersecurity risk management is a shared responsibility across multiple leadership roles and governance bodies, ensuring effective assessment, mitigation, and response to cybersecurity threats.

1. Management Positions and Committees Responsible for Cybersecurity Risk Assessment and Management

Wallbox has a dedicated governance structure for cybersecurity risk management, including:

•Board of Directors (Cybersecurity Oversight)

•Chief Information Officer (CIO)

•Information Security Manager

•Risk & Compliance Committee

2. Processes for Cybersecurity Risk Monitoring, Prevention, Detection, Mitigation, and Remediation

•Cybersecurity Risk Reporting

•Incident Response & Monitoring

•Security Awareness & Training

•Continuous Improvement & Compliance

Our Business Continuity Plan basis includes:

• Risk Mitigation and Continuity Strategies: We have identified critical business functions and systems that require protection and swift recovery. Our continuity strategies ensure minimal operational downtime and quick restoration of services following an incident.
• Recovery Procedures: The BCP outlines clear procedures for system and data restoration, including recovery time objectives (RTOs) and recovery point objectives (RPOs) for key services. This ensures that our organization can recover effectively while maintaining data integrity and service continuity.
• Regular Testing and Updates: To remain resilient, our BCP is subject to regular testing through drills and simulations. These tests help us verify the effectiveness of our recovery procedures and update the plan to reflect changes in our infrastructure, emerging threats, and evolving business needs.

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee the oversight of cybersecurity and other information technology risks. The Audit Committee oversees the management's implementation of our cybersecurity risk management program.Management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date	Filed/ Furnished
4.16#	Asset Purchase Agreement dated October 17, 2023, by and between Pulsar Chargers GmbH as Purchaser and ABL GmbH as Seller, dated October 17, 2023.	6-K	001-40865	4.1	10/18/2023
4.17#	Investment and Shareholders’ Agreement dated December 15, 2023, by and between Wall Box Chargers S.L.U. and greenmobility invest 2 GmbH.	6-K	001-40865	4.1	12/18/2023
4.18	Letter Agreement, dated December 13, 2023, between Generac Power Systems, Inc and Wallbox N.V.	20-F	001-40865	4.18	03/21/2024
4.19	Letter Agreement, dated December 13, 2023, between Kariega Ventures, S.L. and Wallbox N.V.	20-F	001-40865	4.19	03/21/2024
4.20#	Financing Agreement, dated October 16, 2023, by and among Wall Box Chargers, S.L.U., Wallbox N.V., Wallbox USA, Inc., Instituto de Crédito Oficial E.P.E., Institut Català De Finances, Mora Banc Grup SA, EBN Banco De Negocios, S.A., and EBN Banco De Negocios, S.A.	20-F	001-40865	4.20#	03/21/2024
4.21#	Financing Agreement, dated October 16, 2023, by and among Wallbox USA, Inc., Wallbox N.V., Wallbox Chargers, S.L.U., Compañía Española de Financiación del Desarrollo, and Cofides, S.A., S.M.E.	20-F	001-40865	4.21#	03/21/2024
4.22	Framework debt reorganization agreement, dated November 11, 2024, by and among Wall Box Chargers, S.L.U.,Wallbox N.V., Wallbox USA, Inc., AR Electronics Solutions, S.L.U., Banco Bilbao Vizcaya Argentaria, S.A., and Banco Santander, S.A.					*
4.23	Non-extinguishing modifying novation of a framework debt reorganization agreement, dated April 08, 2025, by and among Wall Box Chargers, S.L.U.,Wallbox N.V., Wallbox USA, Inc., AR Electronics Solutions, S.L.U., Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Caixabank, S.A., EBN Banco, S.A.,Instituto de Crédito Oficial E.P.E., Institut Català De Finances, Mora Banc Grup SA and Compañia Española de Financiación del desarrollo, Cofides, S.A., S.M.E.					*
4.24	Project Watt - Standstill Agreement October 9, 2025					*
4.25	Project Watt - Standstill A_Amendment Request Letter October 31, 2025					*
4.26	Project Watt - Standstill Agreement November 7, 2025					*
4.27	Project Watt - Standstill Agreement December 18, 2025					*
4.29	Project Watt - Standstill Agreement January 14, 2026					*
4.30	Project Watt - Standstill Agreement March 1, 2026					*
5.1	Project Watt - Reestructuring Plan					*
5.2	Project Watt - Term Loan Framewrok Agreement					*
5.3	Project Watt - Revolving Facilities Framework Agreement					*
5.4	Project Watt - Intercreditor Agreement					*
5.16	Project Watt_Equity Commitment Letter_Execution Version					*
5.17	Project Watt_Carta de Lock-Up_Eduard Castañeda					*
5.18	Project Watt_Carta de Lock-Up_Enric Asuncion					*
8.1	List of Subsidiaries					*
11.1	Insider Trading Policy					*
12.1	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002					*
12.2	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002					*
13.1	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002					**
13.2	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002					**
15.1	Consent of Ernst and Young, S.L., independent registered public accounting firm					*
20.1	Non‑binding Letter of Intent, dated July 31, 2020, by Iberdola Clientes, S.A.U, to Wall Box Chargers S.L.(translated into English from its original text in Spanish)	F-1	333-260652	20.1	11/01/2021
97.1	Compensation Recovery Policy					*
101.1	Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part III, Item 18, Financial Statements of this Annual Report on Form 20-F					*
Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date	Filed/ Furnished
---	---	---	---	---	---	---
104	Inline XBRL for the cover page of this Annual Report on Form 20‑F, included in the Exhibit 101 Inline XBRL Document Set					*

* Filed herewith.

** Furnished herewith.

† This document has been identified as a management contract or compensatory plan or arrangement.

Portions of this exhibit (indicated by asterisks within brackets) have been omitted pursuant to the rules of the Securities and Exchange Commission. Such omitted information is not material and the registrant customarily and actually treats such information as private or confidential.

Certain agreements filed as exhibits to this Annual Report contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and that may not be reflected in such agreements. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20‑F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

		Wallbox N.V.
Date:	April 9, 2026	By:	/s/ Enric Asunción Escorsa
			Enric Asunción Escorsa
			Chief Executive Officer

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Ernst and Young, S.L., PCAOB ID: #1461)	F-2
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2025 AND 2024	F-3
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023	F-4
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023	F-6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Wallbox, N.V.:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Wallbox, N.V. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of profit and loss and other comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with the International Financial Reporting Standards as issued by the International Standard Board.

The Company’s Ability to Continue as Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses from operations and there remains an inherent material uncertainty in relation to the achievement of forecasted results and cash flows as well as the judicial approval of the restructuring plan. This indicates that substantial doubt exists about the Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young, S.L.

We have served as the Company’s auditor since 2023.

Barcelona, Spain

April 9, 2026

F-2

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2025 AND 2024

(In thousand Euros)	Notes	December 31, 2025			December 31, 2024
Assets
Non-Current Assets
Property, plant and equipment	8		56,775			67,848
Right-of-use assets	9		28,539			32,175
Intangible assets	10 a)		39,778			76,101
Goodwill	10 b) and 11		10,796			11,178
Non-current financial assets	12		1,567			1,350
Tax credit receivables	23		4,639			6,047
Total Non-Current Assets			142,094			194,699
Current Assets
Inventories	13		47,523			70,082
Trade and other financial receivables	12		28,435			29,671
Other receivables	23		3,621			5,866
Other current financial assets	12		5,133			26,110
Other current assets and deferred charges			2,071			2,007
Advance payments	13		6,194			4,595
Cash and cash equivalents	14		4,446			20,036
Total Current Assets			97,423			158,367
Total Assets			239,517			353,066
Equity and Liabilities
Equity
Share capital	15		66,260			55,243
Share premium	15		7,443			531,113
Capital reduction reserves			542,972			—
Accumulated deficit	15		(674,858	)		(569,175	)
Other equity components	15		29,825			34,835
Foreign currency translation reserve	15		(3,335	)		12,784
Total Equity attributable to owners of the Company			(31,693	)		64,800
Non-controlling interest			232			(2,222	)
Total Equity			(31,461	)		62,578
Liabilities
Non-Current Liabilities
Loans and borrowings	12		54,764			66,659
Lease liabilities	9 and 12		28,817			31,742
Provisions	16		2,608			3,064
Government grants	17		5,646			7,216
Deferred tax liabilities	23		2,675			3,412
Long term deferred income	18		4,319			2,644
Total Non-Current Liabilities			98,829			114,737
Current Liabilities
Loans and borrowings	12		109,902			131,810
Derivative warrants liabilities	12		70			2,168
Lease liabilities	9 and 12		4,287			4,664
Trade and other financial payables	12		46,299			29,052
Other payables	23		6,930			3,071
Provisions	16		1,964			2,349
Government grants	17		453			585
Contract liabilities	18		2,244			2,052
Total Current Liabilities			172,149			175,751
Total Liabilities			270,978			290,488
Total Equity and Liabilities			239,517			353,066

The accompanying notes form an integral part of these consolidated financial statements.

F-3

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(In thousand Euros except per share data)	Notes	December 31, 2025			December 31, 2024			December 31, 2023
Revenue	18		145,120			163,943			143,769
Changes in inventories and raw materials and consumables used	19		(89,582	)		(107,920	)		(95,503	)
Employee benefits	20		(51,561	)		(71,488	)		(81,236	)
Other operating expenses	19		(42,701	)		(54,089	)		(59,788	)
Amortization and depreciation	8, 9 and 10		(34,189	)		(37,873	)		(28,443	)
Impairment of assets	11		(26,755	)		(26,415	)		—
Net other income	19		374			25			14,260
Operating Loss			(99,294	)		(133,817	)		(106,941	)
Financial income	21		533			1,945			1,472
Financial expenses	21		(17,920	)		(23,680	)		(15,247	)
Change in fair value of derivative warrant liabilities	12		1,910			1,081			6,476
Foreign exchange gains/(losses)	21		11,663			(4,044	)		1,466
Financial Results			(3,814	)		(24,698	)		(5,833	)
Loss before Tax			(103,108	)		(158,515	)		(112,774	)
Income tax credit	23		(87	)		6,723			703
Loss for the Year			(103,195	)		(151,792	)		(112,071	)
Attributable to:
Equity holders of the Company			(101,763	)		(148,980	)		(112,068	)
Non-controlling interest			(1,432	)		(2,812	)		(3	)
Earnings per share
Basic and diluted losses per share (euros per share)	22		(0.67	)		(13.13	)		(11.94	)
Loss for the Year			(103,195	)		(151,792	)		(112,071	)
Other comprehensive (loss)/income
Other comprehensive (loss)/income that may be reclassified to profit or loss in subsequent periods
Currency translation differences in foreign operations, net of tax			(16,119	)		6,916			(4,729	)
Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax			(5	)		36			—
Net other comprehensive (loss)/income that may be reclassified to profit or loss in subsequent periods			(16,124	)		6,952			(4,729	)
Other comprehensive income/(loss) for the year			(16,124	)		6,952			(4,729	)
Total comprehensive loss for the year			(119,319	)		(144,840	)		(116,800	)

The accompanying notes form an integral part of these consolidated financial statements.

F-4

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

		Attributable to owners of the Company
															Foreign
							Capital					Other			currency						Non-
		Share		Share			reduction		Accumulated			equity			translation						controlling			Total
(In thousand Euros)	Notes	capital		premium			reserves		deficit			components			reserve			Total			interest			Equity
Balance at January 1, 2023			45,769		378,240			—		(306,696	)		41,240			10,597			169,150			—			169,150
Total comprehensive (loss)/income for the year
Loss for the year			—		—			—		(112,068	)		—			—			(112,068	)		(3	)		(112,071	)
Other Comprehensive (loss)/income for the<br>   year			—		—					—						(4,729	)		(4,729	)		—			(4,729	)
Total comprehensive income for the year			—		—			—		(112,068	)		—			(4,729	)		(116,797	)		(3	)		(116,800	)
Transactions with owners of the Company
Contribution of equity (Private placement)	15		3,503		70,739			—		—			—			—			74,242			—			74,242
Contribution of equity (Coil acquisition)			33		2,284			—		—			(2,317	)		—			—			—			—
Contribution of equity (ATM)	15		316		5,790			—		—			—			—			6,106			—			6,106
Contribution of equity (Execution of options<br>   and warrants)	15		731		24,562			—		—			(23,446	)		—			1,847			—			1,847
Share based payments	20		—		—			—		—			16,672			—			16,672			—			16,672
Non-controlling interest on acquisition of<br>   subsidiary	15		—		—			—		—			—			—			—			25			25
Other movements			—		—			—		(1,431	)		—			—			(1,431	)		—			(1,431	)
Total contributions and distributions			4,583		103,375			—		(1,431	)		(9,091	)		—			97,436			25			97,461
Total transactions with owners of the Company			4,583		103,375			—		(113,499	)		(9,091	)		(4,729	)		(19,361	)		22			(19,339	)
Balance at December 31, 2023			50,352		481,615			—		(420,195	)		32,149			5,868			149,789			22			149,811
Total comprehensive (loss)/income for the year
Loss for the year			—		—			—		(148,980	)		—			—			(148,980	)		(2,812	)		(151,792	)
Other Comprehensive (loss)/income for the<br>   year			—		—			—		—			36			6,916			6,952						6,952
Total comprehensive income for the year			—		—			—		(148,980	)		36			6,916			(142,028	)		(2,812	)		(144,840	)
Transactions with owners of the Company
Contribution of equity (Private placement)	15		4,360		37,045			—		—			—			—			41,405			—			41,405
Contribution of equity (Ares acquisition)			45		410			—		—			(473	)		—			(18	)		—			(18	)
Contribution of equity (ATM)	15		9		34			—		—			—			—			43			—			43
Contribution of equity (Execution of options<br>   and warrants)	15		472		12,458			—		—			(12,135	)		—			795			—			795
Share based payments	20		—		—			—		—			3,826			—			3,826			—			3,826
Others			5		(449	)		—		—			—			—			(444	)		—			(444	)
Other movements (Notes 6 and 17)			—		—			—		—			11,432			—			11,432			568			12,000
Total contributions and distributions			4,891		49,498			—		—			2,650			—			57,039			568			57,607
Total transactions with owners of the Company			4,891		49,498			—		(148,980	)		2,686			6,916			(84,989	)		(2,244	)		(87,233	)
Balance at December 31, 2024			55,243		531,113			—		(569,175	)		34,835			12,784			64,800			(2,222	)		62,578
Total comprehensive (loss)/income for the year
Loss for the year			—		—			—		(101,763	)		—			—			(101,763	)		(1,432	)		(103,195	)
Other Comprehensive (loss)/income for the<br>   year			—		—			—		—			(5	)		(16,119	)		(16,124	)		—			(16,124	)
Total comprehensive income for the year			—		—			—		(101,763	)		(5	)		(16,119	)		(117,887	)		(1,432	)		(119,319	)
Transactions with owners of the Company
Contribution of equity (Private placement)	15		10,431		12,223			—		—			—			—			22,654			—			22,654
Contribution of equity (ATM)	15		89		314			—		—			—			—			403			—			403
Contribution of equity (Execution of options<br>   and warrants)	15		497		6,765			—		—			(7,101	)		—			161			—			161
Share based payments	20		—		—			—		—			2,096			—			2,096			—			2,096
Others (Note 15)			—		(542,972	)		542,972		—			—			—			—			—			—
Other movements (Note 15)			—		—			—		(3,920	)		—			—			(3,920	)		3,886			(34	)
Total contributions and distributions			11,017		(523,670	)		542,972		(3,920	)		(5,005	)		—			21,394			3,886			25,280
Total transactions with owners of the Company			11,017		(523,670	)		542,972		(105,683	)		(5,010	)		(16,119	)		(96,493	)		2,454			(94,039	)
Balance at December 31, 2025			66,260		7,443			542,972		(674,858	)		29,825			(3,335	)		(31,693	)		232			(31,461	)

The accompanying notes form an integral part of these consolidated financial statements.

F-5

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(In thousand Euros)	Notes	December 31, 2025			December 31, 2024			December 31, 2023
Cash flows from Operating Activities
Loss for the Year			(103,195	)		(151,792	)		(112,071	)
Adjustments for:
Amortization and depreciation	8, 9 and 10		34,189			37,873			28,443
Impairment of assets	11		26,755			26,415			—
Expected credit loss for trade and other receivables	12 and 19		931			2,088			1,893
Impairments of inventories	19		(171	)		6,318			999
Change in provisions	16		(870	)		156			2,426
Government grants	17		(1,965	)		(1,198	)		(1,706	)
Financial income	21		(533	)		(1,945	)		(1,472	)
Financial expenses	21		17,920			23,680			15,247
Change in fair value of derivative warrant liabilities	12		(1,910	)		(1,081	)		(6,476	)
Exchange differences	21		(11,663	)		4,044			(1,466	)
Income tax credit	23		87			(6,723	)		(703	)
Share based payments expense	20		2,096			3,826			16,672
Results from disposals of property, plant and equipment	19		61			1,384			—
Negative Goodwill	19		—			—			(11,166	)
Proceeds from government grants			1,454			6,374			6,329
Changes in
- inventories			22,994			11,677			23,553
- trade and other financial receivables			2,808			10,580			2,703
- other assets			(3,167	)		(19,125	)		1,227
- trade and other financial payables			22,307			(6,127	)		(30,417	)
- contract liabilities			1,871			2,044			1,885
Net cash from / (used) in operating activities			9,999			(51,532	)		(64,100	)
Cash flows from Investing Activities
Acquisition of intangible assets	10		(9,405	)		(27,247	)		(32,178	)
Acquisition of property, plant and equipment	8		(632	)		(8,244	)		(12,236	)
Proceeds from sale of property, plant and equipment	8		182			—			—
Proceeds from sale of financial assets at fair value through profit or loss	12		21,509			—			248
Acquisition of subsidiaries, net of cash acquired	6		(31	)		(3,970	)		(9,979	)
Net cash from / (used) in investing activities			11,623			(39,461	)		(54,145	)

The accompanying notes form an integral part of thes e consolidated financial statements.

F-6

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023

(In thousand Euros)	Notes	December 31, 2025			December 31, 2024			December 31, 2023
Cash flows from Financing Activities
Proceeds from issuing equity instruments (ATM)	15		403			43			6,106
Proceeds from issuing equity instruments (Private placement)	15		22,654			41,405			74,242
Proceeds from issuing equity instruments (Warrants conversions and others)	12 and 15		161			333			1,847
Proceeds from loans	12		630,015			759,526			419,471
Repayments of loans	12		(665,658	)		(770,956	)		(337,977	)
Payment of principal portion of lease liabilities	9		(4,811	)		(5,846	)		(2,809	)
Payment of interest on lease liabilities	9		(1,739	)		(1,911	)		(1,341	)
Interest and bank fees paid	21		(13,217	)		(19,639	)		(18,908	)
Net cash from financing activities			(32,192	)		2,955			140,631
Net increase/(decrease) in cash and cash equivalents			(10,570	)		(88,038	)		22,386
Cash and cash equivalents at beginning of year			20,036			101,158			83,308
Exchange gains/(losses)			(5,020	)		6,916			(4,536	)
Cash and cash equivalents at 31 December			4,446			20,036			101,158

The accompanying notes form an integral part of these consolidated financial statements.

F-7

WALLBOX N.V.

Notes to the consolidated financial statements

1. REPORTING ENTITY

Wallbox N.V. (the “Company” or “Wallbox”) was incorporated as a Dutch private limited liability company under the name Wallbox B.V. on June 7, 2021 and was subsequently converted into a Dutch public limited liability company. Wallbox is registered in the Commercial Registry of the Netherlands Chamber of Commerce under ID number 83012559. Its statutory seat is in Amsterdam, the Netherlands, and the mailing and business address of its principal executive office is Carrer del Foc 68, 08038 Barcelona, Spain.

These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is primarily involved in the development, manufacturing, and sales of innovative solutions for charging electric vehicles. Further information about the Group’s business activities, reportable segments, and the related party relationships of the Group is included in Note 18 on Revenue, Note 7 on Segment reporting, and Note 24 on Group Information, respectively.

Wallbox is the Parent of the Group. The Group’s principal subsidiaries as of December 31, 2025, 2024 and 2023 are set out in Note 27. Unless otherwise stated, their share capital consists solely of ordinary shares which are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group.

Wallbox is listed on the New York Stock Exchange with the ticker WBX.

2. BASIS OF ACCOUNTING

These consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements are approved and authorized for issuance on behalf of the Company’s board of directors on April 9, 2026.

Refer to Note 5 for details of the Group’s significant accounting policies.

Disclosures in respect of the years ended December 31, 2025 and 2024 are presented as have been previously reported.

Going Concern Assumption and Financial Position

Going concern

The accompanying consolidated financial statements of the Group have been prepared under the going concern assumption. This basis of presentation presumes that the Group will continue its operations for a period of at least twelve months from the issuance date of these financial statements, and that it will be able to realize assets and discharge liabilities in the ordinary course of business. Additional details are provided below.

Wallbox has historically incurred net losses and significant cash outflows from operating activities, reflecting its investment in the development of electric vehicle charging solutions and the establishment of commercial operations globally. For the fiscal year ended December 31, 2025, the Group recorded a consolidated net loss of Euros 103,195 thousand and net cash generated in operations of Euros 9,999 thousand. As of December 31, 2025, the Group had an accumulated deficit and capital reduction reserves for a negative net amount of Euros 131,886 thousand and negative total equity of Euros (31,461) thousand. The Group held Euros 9,579 thousand in cash, cash equivalents, and financial investments as of year-end.

The Group has financed its operations through a combination of bank loans and equity issuances. As of December 31, 2025, total borrowings amounted to Euros 164,666 thousand (compared to Euros 198,469 as of December 31, 2024). Some of these borrowings are subject to financial covenants.

Due to the refinancing process currently being undertaken by the Group, as further detailed below, and following the standstill agreement with the main lending banks, compliance with financial covenants has been suspended until the execution of the final financial agreement, except for a loan with a drawn amount as at December 31, 2025 of Euro 11,250 thousand, which is classified as current loans and borrowings and is currently under negotiation with the lending bank.

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WALLBOX N.V.

Notes to the consolidated financial statements

Financing

On November 11, 2024, the Group entered into a framework agreement with several financial institutions providing an 18-month grace period on debt repayments. Additionally, as part of the agreement, the financial institutions committed to maintaining the short-term financing agreements (credit lines) in force at least until June 30, 2026 with a limit of Euro 84.2 million.

On April 8, 2025, all remaining financial institutions adhered to the framework agreement, formalizing the grace period and waiving original financial covenant requirements for 2025, but setting a new requirement of minimum cash of Euro 35 million, amongst other conditions. This requirement was then waived in June 2025 for the remaining duration of the agreement.

Additionally, the Group started a debt restructuring process with the aim to renew the capital structure. In this regard, on October 9, 2025, the Group, together with certain of its subsidiaries, reached a standstill agreement (the “SS Agreement”) with the majority of its banking pool, to provide a stable framework to facilitate a long-term solution to the capital structure of the Company and its subsidiaries (the "Long Term Capital Structure"). By virtue of the Agreement, the majority lenders, among other things: (i) give formal effect to certain waivers and consents previously provided to Wallbox, (ii) agree to temporarily suspend payments of principal and interest until December 9, 2025, or until the Long Term Capital Structure is effectively implemented, whichever occurs first and (iii) expressly anticipate the possibility of certain breaches (including payment defaults) occurring during its term and accept mechanisms to manage such events as part of the Long Term Capital Structure discussions. On December 23, 2025, the Company extended the term of the SS Agreement, with substantially all terms remaining in full force and effect, through January 31, 2026. The Participating Lenders then agreed to further extend the term of the Agreement through March 31, 2026, with all other terms remaining in full force and effect to facilitate the completion of the negotiations and the filing of the restructuring plan.

In the framework of the above process, on December 1, 2025, the Group reached a non-binding indicative commercial agreement (the “Commercial Agreement”) with the majority lenders and its major shareholders, which contemplates an extension of debt maturities and a proposed liquidity injection of €22.5 million through a combination of debt and equity, to provide a renewed capital structure for the Group.

As part of this process, in December 2025 the Company and certain of its subsidiaries submitted a formal communication to initiate negotiations with its lenders and other creditors before the Spanish courts under the applicable legal framework to facilitate the execution of the restructuring plan. On March 4, 2026, the court authorized an extension of the negotiation period for up to additional three months

On April 8, 2026, the Commercial Agreement was signed together with the restructuring plan and binding offers from shareholders for the additional equity raise of €10.6 million. The Spanish restructuring plan will be filed in the coming days for judicial approval in accordance with applicable Spanish law.

The Commercial Agreement effectively restructures existing loans and borrowings and includes a long-term debt facility structured in two tranches: 1) a €57.6 million syndicated term loan featuring a back-loaded amortization schedule, beginning with limited quarterly payments in the third quarter of 2026 that scale gradually through 2030; and 2) a €69.1 million bullet instrument maturing in December 2030 with “payment in kind” interest to preserve immediate cash position. The Agreement also includes a €42.8 million syndicated working capital line maturing in December 2028 and including two successive automatic 12-month extensions to support operational scaling and new debt of €12.5 million for trade commitments. No covenants have been established. The restructuring plan also provides for the rescheduling of approximately €12.1 million ("New Money") of trade payables, which will be settled through quarterly installments, with full settlement expected by 30 June 2030.

All restructured financial debt pursuant to the restructuring plan and the New Money will share a single, common security package (the “New Security”) with such arrangements to be reflected in an intercreditor agreement that forms part of the restructuring plan. The New Security will consist of first demand guarantees from the key Group companies, pledges over 100 per cent of the shares in the Group’s main operating subsidiaries, security over core intellectual property, material commercial contracts and, in the case of Wallbox USA, stock, and pledges over key bank accounts and intercompany loans. In practice, this means that substantially all the Group’s material operating entities, shareholdings, cash balances, intellectual property and intragroup receivables within the scope of the restructuring plan will be pledged on a pari passu basis in favor of all secured financial creditors following implementation of the restructuring plan.

In addition, following the Effective Date and once Chargers has been transformed into a Spanish public limited liability company, Chargers will issue warrants or equivalent instruments convertible into Chargers’ shares (the “Chargers Warrants”) in favor of the Financial Creditors as an enforcement mechanism that may be exercised in the event of an acceleration under the Term Loan Framework Agreement, the Revolving Facilities Framework Agreement and the agreements comprising the New Money.

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WALLBOX N.V.

Notes to the consolidated financial statements

On April 8, 2026, the Company entered into a bridge loan agreement with ORILLA ASSET MANAGEMENT, S.L., INVERSIONES FINANCIERAS PERSEO, S.L., AM GESTIÓ, S.L., CONSILIUM, S.L. and ANANGU GRUP, S.L., for an aggregate principal amount of EUR 5,650,000. The due date will be the date of the aforementioned capital increase or, at the latest, October 8, 2026.

Likewise, on the same date, WALL BOX CHARGERS, S.L.U. entered into a bridge loan agreement with the Company’s major lenders for an aggregate principal amount of €5.35 million. The due date will be when the restructuring plan formally comes into effect (once the judicial approval has been obtained).

Liquidity Forecast

Management has prepared detailed business and liquidity plans, including financial forecasts extending through at least the second quarter of 2027, which demonstrate the Company’s ability to meet its operational and financial obligations as they fall due, assuming that the restructuring plan described above is judicially approved.

These plans incorporate a number of key assumptions regarding revenue growth (sales volumes), gross margin performance driven by product mix and cost efficiencies, operating expense management, working capital optimization driven by inventory reduction, as well as, renewing the debt structure as per the debt restructuring plan described above.

While management believes the assumptions underlying the forecasts are reasonable and that the Company has a credible plan to execute its strategy, there remains an inherent material uncertainty in relation to the achievement of forecasted operating cashflows, as well as in relation to the judicial approval of the Spanish restructuring plan. A significant deviation from the business plan, or the inability to execute the restructuring plan, could cast significant doubt on the Company’s ability to continue as a going concern. Notwithstanding these uncertainties, based on current forecasts and available resources, management has concluded that the going concern basis of accounting remains appropriate for the preparation of these consolidated financial statements.

The financial statements do not contain any adjustment that would result if the Group were unable to continue as a going concern.

Basis of measurement

These consolidated financial statements have been prepared primarily on a historical cost basis. The only exceptions to the application of the cost basis during their preparation have been the subsequent measurement of:

• financial assets related to investment (see Note 12), which are measured at fair value through other comprehensive income (FVTOCI);
• financial investments related to investment funds with financial institutions (see Note 12), which are measured at fair value through profit or loss (FVTPL); and
• the derivative warrant liabilities (see Note 12) and the contingent consideration related to the business acquisitions, which are measured at fair value through profit or loss (FVTPL).

Basis of consolidation

These consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of December 31, 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has the following:

• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee).

• Exposure, or rights, to variable returns from its involvement with the investee.

• The ability to use its power over the investee to affect its returns.

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WALLBOX N.V.

Notes to the consolidated financial statements

• Generally, there is a presumption that a majority of voting rights results in control. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
• The contractual arrangement(s) with the other vote holders of the investee.
• Rights arising from other contractual arrangements.
• The Group’s voting rights and potential voting rights.

The Group re-assesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. The consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resulting gain or loss is recognized in the statement of profit or loss. Any investment retained when the group loses control is recognized at fair value.

Functional and presentation currency

These consolidated financial statements are presented in Euros, which is also the Parent Company’s functional currency. All amounts have been rounded to the nearest unit of thousand Euros, unless otherwise indicated.

Limitations on the distribution of dividends

Once the appropriations required by law or the by-laws of the Parent Company have been made, dividends may only be distributed with a charge to freely distributable reserves, provided that equity is not reduced to an amount below share capital. Profit recognized directly in equity cannot be distributed, either directly or indirectly. In the event of prior years’ losses causing the Company’s equity to be lower than share capital, profit will be used to offset these losses.

In accordance with Dutch law, the foreign currency translation reserve as shown on the face of the consolidated statement of financial position is not freely distributable. Furthermore, a free distribution is restricted for the amount of capitalized internal development costs as carried on the consolidated statement of financial position. As at December 31, 2025 the amount of capitalized development costs as carried on the consolidated statement of financial position amounts to Euros 31,393 thousand (2024: Euros 66,308 thousand) as further detailed in Note 10.

3. USE OF JUDGMENTS AND ESTIMATES

We prepare our financial statements in accordance with IFRS, which requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Critical judgement and estimates:

Below is a summary of the areas which involve a greater degree of judgment or complexity, and which have the most significant effect on the amounts recognized in the consolidated financial statements:

•Going concern

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WALLBOX N.V.

Notes to the consolidated financial statements

The Company’s management assesses the going concern of the company on an ongoing basis by estimating the future cash flows and anticipating cash outflows for the following 12 months. The Company’s management makes judgments about the future expected cash outflows and cash inflows based on the budget approved by the Board of Directors. This includes estimates about the expected growth rate, Wallbox’s market share, the gross margins, compliance with covenants, the exercise of warrants and availability of other financial funding from banks. See additional comment regarding Going concern judgement and estimates in Note 2.

•Impairment of non-current assets (including goodwill)

Goodwill is tested for impairment at the cash-generating unit level (“CGU”) on an annual basis, or if an event occurs or circumstances change that could reduce the recoverable amount of a CGU below its carrying amount. Potential events or circumstances of this nature would include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposal of a significant portion of a reporting unit.

The Company makes judgments about the allocation of goodwill to each cash generating unit, the process of determining the cash generating units and the recoverability of non-current assets with finite lives whenever events or changes in circumstances indicate that impairment may exist. Recoverability of finite life assets is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is impaired, then the amount of any impairment is measured as the difference between the carrying amount and the recoverable amount of the impaired asset. The assumptions and estimates about the future values and remaining useful lives of its non-current assets are complex and subjective. They can be affected by a variety of factors, including external factors such as industry and economic trends, as well as internal factors such as changes in business strategy and internal forecasts.

In order to determine the recoverable amount, the Company estimates expected future cash flows from the assets and applies an appropriate discount rate to calculate the present value of these cash flows. Future cash flows are dependent on whether the budgets and forecasts for the next five years are achieved, whereas the discount rates depend on the interest rate and risk premium associated with each of the companies.

During the year ended December 31, 2025 we have recognized impairment losses on non-current assets in the Wallbox Europe CGU. Impairment losses on goodwill and non-current assets were recognized during the year ended December 31, 2024, in the Nordics, ABL, and Wallbox Europe CGUs. For further details, refer to Note 11 to the consolidated financial statements.

•Capitalization of development costs and determination of the useful life of intangible assets

The Company’s management reviews expenditures, including wages and benefits for employees, incurred on development activities and, based on its judgments of the costs incurred, assesses whether the expenditure meets the capitalization criteria set out in IAS 38 and the intangible assets accounting policy disclosed in Note 5. The Company’s management considers whether additional expenditures on projects relate to maintenance or new development projects. Only qualifying expenditures for new development projects will be capitalized.

The useful life of capitalized development costs is determined by management at the time the newly developed charger is brought into use and is regularly reviewed for appropriateness. For unique charger products controlled and developed by the Company, the useful life is based on historical experience with similar products as well as anticipation of future events, such as changes in technology, which may impact their useful economic life. (See Note 5).

•Share-Based Payments

The Company’s management measures equity settled share-based payments at fair value at the grant date and expenses the cost over the vesting period, with a corresponding increase in equity. The expense is based upon management’s estimate of the percentage of equity instruments which will eventually vest. At each statement of financial position date, management revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

Prior to the completion of the Business Combination on October 1, 2021, as the ordinary shares of Wallbox Chargers, S.L.U. were not listed on a public marketplace, the calculation of the fair value of its ordinary shares was subject to a greater degree of estimation in determining the basis for share-based options that it issued. Given the absence of a public market during the first months of the year, management was required to estimate the fair value of the ordinary shares at each grant date.

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WALLBOX N.V.

Notes to the consolidated financial statements

The Company’s management determined the estimated fair value of its awards based on the estimated market price of the Parent’s stock on the date of grant, in practice the share price of Wallbox NV at grant date, and by applying methodologies generally accepted for this kind of valuation (see Note 20).

The date at which the fair value of the equity instruments granted is measured for the purposes of IFRS 2 for transactions with employees and others providing similar services is the grant date. Grant date is the date at which the entity and the employee agree to a share-based payment arrangement, at which point the entity and the counterparty have a shared understanding of the terms and conditions of the arrangement. At grant date, the entity confers on the counterparty the right to cash, other assets, or equity instruments of the entity, provided the specified vesting conditions, if any, are met. If that agreement is subject to an approval process (for example, by shareholders), the grant date is the date when that approval is obtained.

The assumptions underlying the valuations represent the Company’s best estimates, which involve inherent uncertainties and the application of management judgment. (See Note 20).

•Income taxes

Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized or whether there are taxable temporary differences that can support any DTAs. In order to determine the amount of the deferred tax assets to be recognized, the directors consider the amounts and dates on which future taxable profits will be obtained and the reversal period for taxable temporary differences. The Company has not recognized deferred tax assets as of December 31, 2025 or December 31, 2024. The key area of judgment is therefore an assessment of whether it is probable that there will be suitable taxable profits against which any deferred tax assets can be utilized. The Company operates in a number of international tax jurisdictions. Further details of the Company’s accounting policy in relation to deferred tax assets are discussed in Note 5.

Research and development tax credits are recognized as an asset once it is considered that there is sufficient assurance that any amount claimable will be received. The key judgement therefore arises in respect of the likelihood of a claim being successful when a claim has been quantified but has not yet been received. In making this judgement, the Company considers the nature of the claim and the track record of success of previous claims.

The Company is subject to income taxes in numerous jurisdictions and there are transactions for which the ultimate tax determination cannot be assessed with certainty in the ordinary course of business. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be made on examination. For tax positions not meeting this “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. (See Note 23).

•Warrants

Public and Private Warrants originally issued by Kensington to its public shareholders and its sponsors were converted on the closing date of the Business Combination Agreement, into a right to acquire one Class A ordinary share of Wallbox N.V. (a “Wallbox Warrant”) on substantially the same terms as were in effect immediately prior to the closing date. These warrants were considered part of the net assets of Kensington at the time of the Transaction.

On the closing date of the Business Combination Agreement, Wallbox N.V. issued Warrants to registered holders of Kensington’s Public and Private Warrants in exchange for the originally issued Warrants. The terms of the replacement Warrants issued by Wallbox N.V. were for the same terms as the original Warrants (to the extent applicable), and the exchange was treated as the assumption of the original Warrants.

In addition, in 2023, Wallbox issued warrants as part of the new facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) entered into in February 2023.

Generac is one of our shareholders who participated in certain capital increases during 2023 and 2024. In 2024, Wallbox issued warrants to Generac as part of the agreement in the shareholders funding.

According to management’s assessment, the Public and Private Warrants, BBVA Warrants and Generac Warrants fall within the scope of IAS 32 and have been classified as derivative financial liabilities as they fail the fixed for fixed criterion, amongst others because of their exercise price in a foreign currency (USD) and because of certain redemption clauses in place. Additionally, the Private Warrants can be exercised on a cashless basis in return for a variable number of shares as further detailed in Note 12. In accordance with IFRS 9 guidance,

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WALLBOX N.V.

Notes to the consolidated financial statements

derivatives that are classified as financial liabilities shall be measured at fair value with subsequent changes in fair value to be recognized in profit or loss (refer to Note 12).

Although these estimates made by the Company’s directors were based on the best information available on December 31, 2025, it is possible that events which might take place in the future would result in adjustments being necessary in future years.

4. NEWLY EFFECTIVE AND NEWLY ISSUED BUT NOT YET EFFECTIVE IFRS AND IFRIC.

The standards and interpretations effective during the 2025 and those issued but not yet in force are detailed below:

a) Standards and interpretations effective as of January 1, 2025

• Lack of convertibility (Amendment to IAS 21)

• Disclosures about Uncertainties in the Financial Statements (Illustrative Examples published in December 2025)

The Group has not had any significant impacts on the consolidated financial statements of 2025.

b) New standards, amendments and interpretations effective and the European Union

• Classification and measure of financial instruments (Amendments to IFRS 9 and IFRS 7) [effective as of January 1, 2026]

• IFRS 18 Disclosures of the financial statements [effective as of January 1, 2027]

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency[1]

• Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7

• Annual Improvements to IFRS Accounting Standards - Volume 11

• IFRS 19 Subsidiaries without Public Accountability: Disclosures, effective 1 January 20273

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new. The standard requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and it also includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes.In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards. IFRS 18, and the amendments to the other standards, are effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Group is currently working to identify all impacts the amendments will have on the primary financial statements and note s to the financial statements.

The Group intends to adopt the standards, interpretations, and amendments to the standards issued by the IASB, which are not mandatory in the European Union, when they come into force, if applicable.

5. SIGNIFICANT ACCOUNTING POLICIES

The Group has consistently applied the following significant accounting policies to all periods presented in these consolidated financial statements.

A. Basis of consolidation

i. Business combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the

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WALLBOX N.V.

Notes to the consolidated financial statements

Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see (M)(ii)). Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss.

Any contingent consideration is measured at fair value as of the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

When the contingent consideration to be paid to the sellers of the acquired business combination that are currently employed by the group and the payment will be automatically forfeited if employment terminates, the contingent consideration is considered as remuneration for post combination services.

When business combinations involve the granting of put options to non-controlling entities to be settled in cash, the Group recognizes at acquisition date a financial liability for the present value of the exercise price of the option, and it is remeasured at fair value until it is paid.

ii. Subsidiaries

Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

iii. Non-controlling interests

Non-controlling interests (NCI) are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

For business combinations that include a put option liability to acquire the remaining non-controlling interests of that business, the Group will make use of the policy choice to recognize the interest of the acquired business in full without the recognition of any non-controlling interests. The fair value of the put option liability on transaction date is then accounted for as part of the consideration paid for the business and will be remeasured at each reporting date.

iv. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

B. Foreign currency

i. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss and presented within finance costs.

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WALLBOX N.V.

Notes to the consolidated financial statements

ii. Foreign currency operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euros using the exchange rates as of the reporting date. The income and expenses of foreign operations are translated into Euros using the exchange rates on the dates of the transactions.

Foreign currency differences are recognized in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified profit or loss.

C. Revenue from contracts with customers

The Company develops, manufactures, and retails charging solutions for EVs, which includes electronic chargers and other services.

Revenue from contracts with customers is recognized when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

Sale of chargers, Printed Circuit Boards (“PCBs”) and other products

Revenue from the sale of chargers, PCBs and other products are recognized at the point in time when control of the asset is transferred to the customer.

In case of the bill-and-hold agreements, the control of the asset is transferred to the client as soon as the chargers are ready to be picked up by the client, even though the chargers remain in the warehouse of Wallbox. Revenue recognized under bill-and-hold agreements is only recorded if the customer has the ability to direct the use of the products. This means that these products are identified separately as belonging to the customer in the Wallbox ’s warehouse, that the products are ready for physical transfer to the customer upon their request, and that the Group has no ability to use the products or to direct the products to another customer.

The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g., warranties, warehousing). In determining the transaction price for the sale of chargers, PCBs and other products, the Group considers the effects of variable consideration (if any). In addition, the major part of these transactions are performed under a sole purchase order and the price is not variable.

Contracts with customers do not include variable payments or significant financing components. There are no obligations for returns, refunds, or similar, other than regular warranty liabilities for products that are working unproperly based on warranty laws and regulations in each country in which Wallbox operates. These warranties are not considered a separate performance obligation under the contract. In addition, there are certain contracts with clients which include rebates for sales volumes which are accounted for as a reduction in revenue.

Sale of services

Revenue related to the rendering of services mainly consists of revenue from installation services and services related to managing solutions of charging point operators using software developed internally.

Revenue from contracts with customers for installation services is recognized when control of the services is transferred to the customer (at a point in time given the short period over which the service is rendered). Revenue is recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. For installation contracts, where the time required to complete execution is longer, revenue recognized for each period is calculated taking into account the percentage of completion at the end of each financial period, considering the work in progress and the costs incurred until this date compared to the budgeted costs.

The sale of installation services is always made in combination with the sale of a charger, although they are considered distinct performance obligations. Delivery of the charger and the installation services do not always happen at the same time, leading, in some cases, to chargers being delivered to customers with the installation pending. In this scenario, a contract liability is recognized when invoicing both services prior to rendering the installation services.

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WALLBOX N.V.

Notes to the consolidated financial statements

A contract liability is recognized if a payment is received or if a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognized as revenue when the Group performs its obligation under the contract (i.e., transfers control of the related goods or services to the customer).

D. Employee benefits

i. Short – term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and if the obligation can be estimated reliably. For the post-acquisition remuneration see Business combinations (see 5. A.i.).

ii. Share-based payment arrangements

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For the post-acquisition remuneration see Business combinations (see 5. A.i.).

iii. Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits or when the Group recognizes costs for a restructuring process. If benefits are not expected to be settled wholly within 12 months of the reporting date, are discounted.

E. Finance income and finance costs

The Group´s finance income and finance costs include:

• interest income;
• interest expense;
• the foreign currency gain or loss on financial assets and financial liabilities;
• Changes in fair value of contingent liabilities;
• valuation of convertible bonds and derivatives warrant liabilities at FVTPL;
• the net gain or loss on the disposal of investments in debt securities measured at FVTOCI;
• impairment losses (and reversals) on investments in debt securities carried at amortized cost or FVTOCI.

Interest income or expense is recognized using the effective interest method. Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.

The ‘effective interest rate’ is the rate that discounts estimated future cash payments or receipts through the expected life of the financial instrument to exactly:

• the gross carrying amount of the financial asset; or
• the amortized cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts the gross basis.

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Notes to the consolidated financial statements

F. Income tax

Income tax expense consists of current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.

i. Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The current tax payable or receivable amount is the best estimate of the tax amount expected to be paid or received that reflects any uncertainty related to income taxes. It is measured using tax rates enacted or substantively enacted at the reporting date. The current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if certain criteria are met.

ii. Deferred tax

Deferred tax is recognized as the result of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:

• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; however if the asset (deductible) and the liability (taxable) arisen in a single transaction are equal, the initial recognition exception shall not apply, and the Company recognize the corresponding deferred tax assets and liabilities.
• temporary differences related to investments in subsidiaries, associates and jointly-controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
• taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured using the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects any uncertainty related to income taxes, if any.

iii. Tax credit receivables

As per the accounting policy choice, tax credit receivables derived from government incentive schemes delivered through the tax system are accounted for using IAS 12 by analogy, as it has been concluded that it better reflects the economic substance of the incentive (tax allowance for R&D investments) rather than applying IAS 20 Government Grants. Consequently, these incentives are presented in profit or loss as a deduction from the current tax expense to the extent that the entity is entitled to claim the credit in the current reporting period, and as tax credit receivables in the statement of financial position.

G. Inventories

Inventories are valued at the lower of cost or net realizable value. Costs incurred in bringing each product to its present location and condition are accounted for, as follows:

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Notes to the consolidated financial statements

• Raw materials: purchase cost on a weighted average cost method;
• Finished goods and work in progress: cost of direct materials and labor and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

H. Property, plant and equipment

i. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs when their construction or manufacture takes more than a year, less accumulated depreciation and any accumulated impairment losses. Assets under construction are also measured at cost plus capitalized borrowing costs when their construction or manufacture takes more than one year and are not depreciated until they are ready for use.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

ii. Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

iii. Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognized in profit or loss. Property, plant and equipment will be depreciated from the moment they are ready for use. Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

	Useful life (years)
Buildings	50 years
Technical installations	33 years
Machinery	8 years
Equipment	4-8 years
Furniture	10 years
IT equipment	4 years
Motor vehicles	10 years
Leasehold improvements	(*)
Other property, plant and equipment	10 years

(*) The shorter of the lease term or useful life of the asset.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

I. Intangible assets and goodwill

i. Recognition and measurement

Goodwill: Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

Research and development: Expenses related to research activities are recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development

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Notes to the consolidated financial statements

and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortization and any accumulated impairment losses.

Software: Expenses capitalized as software are those incurred in the ongoing development of a centralized system that will streamline the Group's business structure by integrating various underlying software platforms and adding new specific functionalities for the Group.

Other intangible assets: Other intangible assets, including customer relationships, patents, and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

ii. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

iii. Amortization

Amortization is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognized in profit or loss. Goodwill is not amortized.

The estimated useful lives for current and comparative periods are as follows:

	Useful life (years)
Patents	(*)
Customer relationships	5 years
Trademarks	10 years
Computer software	4-6 years
Development	5 years

(*) the shorter of legal or useful life of the asset.

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

J. Financial instruments

i. Recognition and initial measurement

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

ii. Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at: amortized cost; FVTOCI – debt investment; FVTOCI – equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as measured at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

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Notes to the consolidated financial statements

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A hedge fund investment is measured at FVTOCI if it meets both of the following conditions and is not designated as measured at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVTOCI as described above are measured at FVTPL. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVTOCI as measured at FVTPL, if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets – Business model assessment

The Group assesses the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and how information is provided to management. The information considered includes:

• the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
• how the performance of the portfolio is evaluated and reported to the Group’s management;
• the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
• how managers of the business are compensated – e.g., whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.

Financial assets that are held for trading or are managed, and whose performance is evaluated on a fair value basis, are measured at FVTPL.

Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

• contingent events that would change the amount or timing of cash flows;

• terms that may adjust the contractual coupon rate, including variable-rate features;

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Notes to the consolidated financial statements

• prepayment and extension features; and
• terms that limit the Group’s claim to cash flows from specified assets (e.g., non-recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium relative to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial assets at amortized cost: These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Debt investments at FVTOCI: These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVTOCI: These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortized cost or at FVTPL. A financial liability is classified as measured at FVTPL if it is classified as held-for-trading, it is a derivative, or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and any corresponding net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

The Group’s financial liabilities include trade and other financial payables, other payables, loans and borrowings, convertible bonds, put option liabilities and warrants.

Changes in the carrying amount of the put option liability recognized in a business combination (refer to Note 5.A.i for background on policy election) are recognized in profit or loss. Any potential dividends paid to the other shareholders are recognized as an expense in the consolidated financial statements. If the put option liability is exercised, then the financial liability is extinguished by the payment of the exercise price.

If warrants meet the definition of a derivative, they are accounted for as derivative financial instruments and are recorded as financial liabilities at fair value through profit or loss, as commented in Note 12. Such derivative financial instruments were initially recognized at fair value and subsequently remeasured at fair value through profit or loss.

iii. Derecognition

Financial assets

The Group derecognizes a financial asset when:

• the contractual rights to the cash flows from the financial asset expire; or

• it transfers the rights to receive the contractual cash flows in a transaction in which either:

• substantially all the risks and rewards of ownership of the financial asset are transferred; or

• the Group neither transfers nor retains substantially all the risks and rewards of ownership and it does not retain control of the financial asset.

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Notes to the consolidated financial statements

The Group periodically enters into transactions whereby it transfers assets recognized in its statement of financial position but retains either all or substantially all the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

Financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss. The cash flows associated with financial liabilities are presented gross in the statement of cash flows regardless of their maturity date.

iv. Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

K. Share capital

i. Ordinary shares

Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12.

ii. Repurchase and reissue of ordinary shares (treasury shares)

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

L. Compound financial instruments

Compound financial instruments issued by the Group comprise convertible bonds denominated in Euros that can be converted to ordinary shares at the option of the holder, where the number of shares to be issued is fixed and does not vary with changes in fair value.

M. Impairment

i. Non-derivative financial assets

Financial instruments and contract assets

The Group recognizes loss allowances for expected credit losses (ECLs) on:

• financial assets measured at amortized cost;
• debt investments measured at FVTOCI; and
• contract assets.

The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs:

• debt securities that are determined to have low credit risk at the reporting date; and

• other debt securities and bank balances for which credit risk (the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

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Notes to the consolidated financial statements

Loss allowances for trade receivables (including lease receivables) and contract assets are always measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment, as well as forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Group considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held).

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e., the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVTOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the debtor;
• a breach of contract such as a default or being more than 90 days past due;
• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
• it is probable that the debtor will enter bankruptcy or other financial reorganization; or
• the disappearance of an active market for a security because of financial difficulties.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

Write-offs

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectation of recovering a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience with recoveries of similar assets. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of the write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

ii. Non-financial assets

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Notes to the consolidated financial statements

At each reporting date, the Group reviews the recoverability of its non-financial assets (other than inventories, contract assets and deferred tax assets) by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested at least annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets, or Cash Generating Units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the higher of its fair value less costs of disposal and its value in use. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

N. Provisions

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.

Warranties: A provision for warranties is recognized when the underlying products or services are sold and is based on historical warranty data and a weighting of possible outcomes against their associated probabilities.

Indemnities: A provision for indemnities to the employees is recognized when the Company has communicated to the employee their intention to finalize the work relation, but the out of the employee is not executed at year end.

O. Grants

Government grants are recognized where there is reasonable assurance that the grant will be received and that all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs it is intended to compensate are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset.

When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset, based on the pattern of consumption of the benefits of the underlying asset by equal annual instalments.

P. Leases (the Group as a lessee)

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At commencement, or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone price. However, for the leases of property, the Group has elected not to separate lease and non-lease components and to account for them as a single lease component.

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

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WALLBOX N.V.

Notes to the consolidated financial statements

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as that of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
• amounts expected to be payable under a residual value guarantee; and
• the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option, or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets (less than Euros 5,000) and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Q. Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal market or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

Several of the Group’s accounting policies and disclosures require the measurement of fair values for both financial and non-financial assets and liabilities.

The Group measures the fair value of an instrument using the quoted price in an active market for that instrument, if that price is available. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Group uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account when pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price.

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Notes to the consolidated financial statements

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e., the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

The Group uses observable market data to the extent possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

Note 20 – Employee benefits (share-based payment arrangements);

Note 12 – Financial assets and financial liabilities; and

R. Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less, both for the statement of financial position and for the statement of cash flows.

We maintain cash and cash equivalents with major Financial institutions. Our cash and cash equivalents of bank deposits held with banks that, at the time, exceed federally or locally insured limits.

6. BUSINESS COMBINATIONS

During 2025 and 2024, no new business combinations have occurred.

The business combinations of ABL Gmbh, AR Electronics Solutions, S.L. and Coil Inc. were disclosed in the 2023 consolidated financial statements.

7. OPERATING SEGMENTS

Basis for segmentation

The Group’s business segment information included in this note is presented in accordance with the disclosure requirements set forth in IFRS 8. Segment reporting is a basic tool used for monitoring and managing the Group’s different activities. Segment reporting is prepared based on the lowest level units, which are then aggregated in line with the structure established by Group management to set up higher level units and, finally, the actual business segments.

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WALLBOX N.V.

Notes to the consolidated financial statements

The Group has consistently aligned the information from this item with the information used internally for top management reports (Group top management consists of all Chief Officers acting as decision makers). The Group’s operating segments reflect its organizational and management structures. Group management reviews the Group’s internal reports and uses these segments to assess performance and allocate resources.

The segments are differentiated by geographical areas from which revenue is or will be generated. The financial information for each segment is prepared by aggregating figures from the different geographical areas and business units existing in the Group. This information links both the accounting data from the units included in each segment and that provided by the management reporting systems. In all cases, the same general principles are applied as those used in the Group.

For management purposes, the Group is organized into business units based on geographical areas and therefore has three reportable business segments. The business segments are as follows:

• EMEA: Europe-Middle East Asia
• NORAM: North America
• APAC: Asia-Pacific

Transfer prices between operating segments are on an arm’s-length basis in a manner similar to transactions with third parties.

Revenue from sales of goods reported in the EMEA segment also include sales from Wallbox Chargers, S.L. to Latin America region.

Information on reportable segments

Information related to each reportable segment is set out below. Segment operating profit (loss) is used to measure performance, as management believes that this information is the most relevant when evaluating the results of the respective segments relative to other entities operating in the same industries.

	Year ended December 31, 2025
(In Thousand Euros)	EMEA			NORAM			APAC			Total<br>segments			Consolidated<br>adjustments<br>and<br>eliminations			Consolidated
Revenue from sales of goods		104,481			28,180			339			133,000			(11,138	)		121,862
Revenue from sales of services		7,967			15,291			195			23,453			(195	)		23,258
Changes in inventories and raw<br>   materials and consumables used		(71,445	)		(28,545	)		(269	)		(100,259	)		10,677			(89,582	)
Employee benefits		(43,819	)		(7,583	)		(159	)		(51,561	)		—			(51,561	)
Other operating expenses		(33,927	)		(9,877	)		(186	)		(43,990	)		1,289			(42,701	)
Amortization and depreciation		(31,787	)		(2,401	)		(1	)		(34,189	)		—			(34,189	)
Impairment of assets		(26,755	)		-			-			(26,755	)		—			(26,755	)
Other income		462			(117	)		29			374			-			374
Operating Profit / (Loss)		(94,823	)		(5,052	)		(52	)		(99,927	)		633			(99,294	)
Total Assets		385,692			40,725			1,579			427,996			(188,479	)		239,517
Total Liabilities		305,363			40,870			1,380			347,613			(76,635	)		270,978

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WALLBOX N.V.

Notes to the consolidated financial statements

	Year ended December 31, 2024
(In Thousand Euros)	EMEA			NORAM			APAC			Total<br>segments			Consolidated<br>adjustments<br>and<br>eliminations			Consolidated
Revenue from sales of goods		128,059			25,423			1,361			154,843			(8,621	)		146,222
Revenue from sales of services		6,312			11,994			404			18,710			(989	)		17,721
Changes in inventories and raw<br>   materials and consumables used		(89,941	)		(26,569	)		(945	)		(117,455	)		9,535			(107,920	)
Employee benefits		(58,314	)		(12,902	)		(272	)		(71,488	)		—			(71,488	)
Other operating expenses		(45,016	)		(9,625	)		(363	)		(55,004	)		915			(54,089	)
Amortization and depreciation		(35,282	)		(2,589	)		(2	)		(37,873	)		—			(37,873	)
Impairment of assets		(26,415	)		-			-			(26,415	)		—			(26,415	)
Other income		372			(347	)		-			25			—			25
Operating Profit / (Loss)		(120,225	)		(14,615	)		183			(134,657	)		840			(133,817	)
Total Assets		503,360			49,472			1,408			554,240			(201,174	)		353,066
Total Liabilities		348,507			43,385			1,022			392,914			(102,426	)		290,488
	Year ended December 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(In thousand Euros)	EMEA			NORAM			APAC			Total<br>segments			Consolidated<br>adjustments<br>and<br>eliminations			Consolidated
Revenue from sales of goods		115,071			17,042			1,020			133,133			(3,717	)		129,416
Revenue from sales of services		6,787			8,728			693			16,208			(1,855	)		14,353
Changes in inventories and raw<br>   materials and consumables used		(81,453	)		(17,197	)		(615	)		(99,265	)		3,762			(95,503	)
Employee benefits		(61,103	)		(19,393	)		(740	)		(81,236	)		—			(81,236	)
Other operating expenses		(50,717	)		(10,318	)		(543	)		(61,578	)		1,790			(59,788	)
Amortization and depreciation		(25,478	)		(2,755	)		(210	)		(28,443	)		—			(28,443	)
Other income/(expense)		14,176			119			(1	)		14,294			(34	)		14,260
Operating Loss		(82,717	)		(23,774	)		(396	)		(106,887	)		(54	)		(106,941	)
Total Assets		599,950			157,919			375			758,244			(274,703	)		483,541
Total Liabilities		301,341			38,024			183			339,548			(5,818	)		333,730

Eliminations and unallocated items

There have been no significant transactions between segments for the years ended December 31, 2025, 2024 and 2023, except for inter-segment revenues which are eliminated in the column ‘Consolidated adjustments and eliminations’. The elimination of revenue and changes in inventories and raw materials and consumables used mainly relates to eliminating the intercompany sales of EMEA to NORAM and APAC. The impact of this elimination on consolidated operating loss relates to the elimination of profit on stock of inventories held by the NORAM segment.

Certain financial assets and liabilities are not allocated to these segments, as they are managed on a Group basis. These are reflected in the ‘Consolidated adjustments and eliminations’ column. All finance income and expenses are considered to be part of the Corporate segment and hence not further allocated to the operating segments EMEA, NORAM and APAC.

External revenue by location

The countries where the Group has sold more than 10% of the annual revenue are as follows:

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WALLBOX N.V.

Notes to the consolidated financial statements

	Year ended December 31,
(In thousand Euros)	2025			2024			2023
	Revenue		%	Revenue		%	Revenue		%
Country
Germany		36,177	25%		39,989	24%		9,111	6%
United States		36,038	25%		31,493	19%		22,268	15%
Spain		26,053	18%		24,460	15%		29,590	21%
Italy		2,361	2%		5,562	3%		14,686	10%
Other countries		44,491	31%		62,439	38%		68,114	47%
Total		145,120	100%		163,943	100%		143,769	100%

8. PROPERTY, PLANT AND EQUIPMENT

(In thousand Euros)	Buildings and Leasehold improvements			Fixtures and fittings			Plant and equipment			Assets under construction			Total
Balance at January 1, 2024		19,064			3,274			53,747			98			76,183
Additions		293			327			2,494			—			3,114
Disposals		(61	)		(24	)		(944	)		—			(1,029	)
Impairment of assets		—			(376	)		—			—			(376	)
Transfers		98			1,267			(1,267	)		(98	)		—
Depreciation for the year		(2,321	)		(1,107	)		(7,720	)		—			(11,148	)
Translation differences		5			43			1,056			—			1,104
Balance at December 31, 2024		17,078			3,404			47,366			—			67,848
Additions		—			2			1,438			—			1,440
Disposals		—			—			(243	)		—			(243	)
Impairment of assets		—			—			—			—			—
Depreciation for the year		(2,206	)		(848	)		(7,979	)		—			(11,033	)
Translation differences		(7	)		(9	)		(1,221	)		—			(1,237	)
Balance at December 31, 2025		14,865			2,549			39,361			—			56,775
Cost
At December 31, 2023		23,202			4,919			62,997			98			91,216
At December 31, 2024		23,537			6,532			64,336			—			94,405
At December 31, 2025		23,530			6,525			64,310			—			94,365
Accumulated depreciation
At December 31, 2023		(4,137	)		(1,646	)		(9,250	)		—			(15,033	)
At December 31, 2024		(6,458	)		(2,753	)		(16,970	)		—			(26,181	)
At December 31, 2025		(8,664	)		(3,601	)		(24,949	)		—			(37,214	)
Impairment of assets
At December 31, 2023		—			—			—			—			—
At December 31, 2024		—			(376	)		—			—			(376	)
At December 31, 2025		—			(376	)		—			—			(376	)

Additions to property, plant and equipment for 2025 totaled Euros 1,440 thousand mainly due to the acquisition of machinery and tools for manufacturing plants. Additions of property, plant and equipment for 2024 totaled Euros 3,114 thousand mainly due to the acquisition of machinery and tools for manufacturing plants.

At December 31, 2025, additions to property, plant and equipment for which payment was still pending totaled Euros 441 thousand (Euros 719 thousand at December 31, 2024).

The Group has items in use that were fully depreciated as of December 31, 2025 for an amount of Euros 3,609 thousand (Euros 385 thousand as of December 31, 2024).

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WALLBOX N.V.

Notes to the consolidated financial statements

The Group recognized impairment losses on non-current assets amounting to Euros 376 thousand during the year ended December 31, 2024. For further details, please refer to Note 11.

Other information

The Group has obtained insurance policies that cover the carrying amount of its property, plant and equipment.

The commitments amount to Euros 95 thousand at December 31, 2025 (Euros 335 thousand at December 31, 2024). These commitments mainly correspond to the acquisition of tools and machinery.

There are no other significant contractual obligations to purchase, construct or develop property, plant and equipment assets.

As a consequence of certain loans the Group had a pledge on certain assets classified as property, plant and equipment at December 31, 2025 for an amount of Euros 24,789 thousand (Euros 24,789 thousand at December 31, 2024) (Note 12). There are no additional restrictions on the sale of its property, plant and equipment and no additional pledge exists on these assets at December 31, 2025 and 2024, except for the leasehold improvement which cannot be realized and which totals Euros 23,530 thousand at December 31, 2025 (Euros 23,537 thousand at December 31, 2024).

9. ASSETS FOR RIGHTS OF USE AND LEASE LIABILITIES

Group as a lessee

The Group has lease contracts for various items of plant, machinery, vehicles and other equipment used in its operations. Leases of plant and machinery generally have lease terms between 3 and 20 years, while motor vehicles and other equipment generally have lease terms between 3 and 5 years. The Group’s obligations under its leases are secured by the lessor’s title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets.

• Set out below are the carrying amounts of right-of-use assets recognized and the movements during the periods:

(In thousand Euros)	Buildings			Vehicles			Other assets			Total
Balance at January 1, 2024		29,495			1,551			4,377			35,423
Additions		—			1,084			2,226			3,310
Depreciation for the year		(3,084	)		(1,016	)		(2,050	)		(6,150	)
Translation differences		(408	)		—			—			(408	)
Balance at December 31, 2024		26,003			1,619			4,553			32,175
Additions		1,106			—			1,372			2,478
Depreciation for the year		(2,785	)		(632	)		(1,832	)		(5,249	)
Others		(201	)		—			11			(190	)
Translation differences		(642	)		(1	)		(32	)		(675	)
Balance at December 31, 2025		23,481			986			4,072			28,539

The 2025 additions mainly correspond to lease rate updates, as well as new machinery contracts for production plants and IT equipment. The 2024 additions corresponded to the capitalization of the car rental contracts of ABL. Additionally, 'Other Assets' pertains to contracts for information applications in WBX Spain.

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WALLBOX N.V.

Notes to the consolidated financial statements

• Set out below are the carrying amounts of lease liabilities and the movements during the periods:

(In thousand Euros)	Buildings			Vehicles			Other assets			Total
Balance at January 1, 2024		33,463			1,514			4,000			38,977
Additions to liabilities		—			1,084			2,226			3,310
Interest on lease liabilities		1,633			95			183			1,911
Lease payments		(4,149	)		(1,639	)		(1,969	)		(7,757	)
Translation differences		(35	)		—			—			(35	)
Balance at December 31, 2024		30,912			1,054			4,440			36,406
Additions to liabilities		1,106			—			1,372			2,478
Interest on lease liabilities		1,535			46			158			1,739
Lease payments		(4,006	)		(683	)		(1,861	)		(6,550	)
Others		(201	)		—			11			(190	)
Translation differences		(745	)		—			(34	)		(779	)
Balance at December 31, 2025		28,601			417			4,086			33,104

An analysis of the contractual maturity of lease liabilities, including future interest payable, is as follows:

(In thousand Euros)	December 31, 2025		December 31, 2024		December 31, 2023
6 months or less		2,941		3,284		3,491
6 months to 1 year		2,811		2,905		3,339
From 1 to 2 years		10,467		10,000		5,760
From 2 to 5 years		22,686		16,888		13,925
More than 5 years		3,377		13,808		25,020
Total		42,282		46,885		51,535

Amounts recognized in profit or loss derived from lease liabilities and expenses on short-term and low value leases (IFRS 16 exemption applied) are as follows:

(In thousand Euros)	2025		2024		2023
Interest on lease liabilities (see note 21)		1,739		1,911		1,341
Expenses relating to short-term and low value leases (see note 19)		786		1,785		2,314

Of the leasing contracts, those related to vehicle rental do not have extension options, whereas leasing contracts for plants and office buildings may include extension options that have been considered from the inception of the lease.

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Notes to the consolidated financial statements

10. INTANGIBLE ASSETS AND GOODWILL

a) Intangible assets

Details of and movement in items comprising intangible assets are as follows:

(In thousand Euros)	Software			Trademarks, industrial property and<br>customer<br>relationships			Development<br>costs			Other		Total
Balance at January 1, 2024		8,251			19,390			66,408			—		94,049
Additions		2,689			—			23,797			—		26,486
Disposals		(2	)		—			(353	)		—		(355	)
Impairment of assets		(2,761	)		(14,259	)		(6,670	)		—		(23,690	)
Transfers		1,479			(72	)		(1,407	)		—		—
Amortization for the year		(2,807	)		(2,301	)		(15,467	)		—		(20,575	)
Translation differences		79			107			—			—		186
Balance at December 31, 2024		6,928			2,865			66,308			—		76,101
Additions		334			—			8,435			—		8,769
Impairment of assets		—			—			(26,755	)		—		(26,755	)
Amortization for the year		(799	)		(513	)		(16,595	)		—		(17,907	)
Translation differences		(236	)		(194	)		—			—		(430	)
Balance at December 31, 2025		6,227			2,158			31,393			—		39,778
Cost
At December 31, 2023		12,189			20,733			95,296			—		128,218
At December 31, 2024		16,434			20,768			117,333			—		154,535
At December 31, 2025		16,532			20,574			125,768			—		162,874
Accumulated amortization
At December 31, 2023		(3,938	)		(1,343	)		(28,888	)		—		(34,169	)
At December 31, 2024		(6,745	)		(3,644	)		(44,355	)		—		(54,744	)
At December 31, 2025		(7,544	)		(4,157	)		(60,950	)		—		(72,651	)
Impairment of assets
At December 31, 2023		—			—			—			—		—
At December 31, 2024		(2,761	)		(14,259	)		(6,670	)		—		(23,690	)
At December 31, 2025		(2,761	)		(14,259	)		(33,425	)		—		(50,445	)

During 2025, the Group made investments in several development projects, consisting of payroll expenses and other costs totaling Euros 8,435 thousand (Euros 23,797 thousand in 2024), for which the associated development expenditures met the requirements for capitalization.

Trademarks, industrial property and customer relationships includes trademarks for an amount of Euros 381 thousand (Euros 489 thousand in 2024), customer relationships totaling Euros 1,777 thousand (Euros 2,376 thousand in 2024).

The total additions of internally developed intangibles (Development Costs and Software) were Euros 7,402 thousand (Euros 19,696 thousand in 2024) corresponds to the capitalization carried out by the Group in relation to the product development process, especially for the DC products under the names of Quasar and Supernova, AC products under the names of Pulsar, and Wallbox App software.

The average remaining amortization term for these assets is between 3 and 5 years.

Additions of computer software totaled Euros 334 thousand (Euros 2,689 thousand in 2024) due primarily to the implementation of new software applications. The patents and customer relationships category also include the registration of brands, logos, and design patents for different chargers, although there were no additions in 2025 nor 2024.

The Group recognized impairment losses on non-current assets amounting to Euros 26,755 thousand corresponding to Development costs (Euros 23,690 thousand during the year ended December 31, 2024). These losses corresponded to Euros 2,761 thousand in software,

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WALLBOX N.V.

Notes to the consolidated financial statements

Euros 14,259 thousand in trademarks, industrial property and customer relationships and Euros 6,670 thousand in development costs). For further details, please refer to Note 11.

The Group has items in use that were fully depreciated as of December 31, 2025 for an amount of Euros 7,058 thousand, as compared to Euros 2,555 thousand as of December 31, 2024.

At December 31, 2025, additions of intangible assets for which payment was still pending totaled Euros 555 thousand (Euros 1,191 thousand at December 31, 2024). The Group has no restrictions on the realizability of its intangible assets and no pledge exists on these assets as of December 31, 2025 and 2024.

At December 31, 2025, there are commitments for the acquisition of intangible assets for Euros 551 thousand (Euros 1,644 thousand at December 31, 2024).

b) Goodwill

The Goodwill breakdown by CGU as of December 31, 2025 and December 31, 2024 is as follows:

(In thousand Euros)	ARES		Coil		Electromaps/<br>Software		Total
2025		4,424		2,915		3,457		10,796
2024		4,424		3,297		3,457		11,178

The change in the carrying amount of goodwill corresponds to the exchange differences from the Coil business combination (Note 11).

11. IMPAIRMENT TESTING OF GOODWILL AND NON-CURRENT ASSETS

For impairment testing purposes, goodwill acquired through business combinations is allocated to the following CGUs: Electromaps/Software, AR Electronic Solutions, S.L.U. and Coil, Inc.

In addition to the impairment tests mentioned above, and as a result of the accumulated operating losses as well as the Group’s failure to meet its sales growth expectations due to the current situation in the electric vehicle market, it has been determined that indicators of impairment exist. Accordingly, the Group has carried out the corresponding impairment tests.

The Group performed its annual impairment testing as of December 31, 2025 and 2024.

Electromaps/Software

Electromaps/Software is the cash-generating unit focused on the development and sale of software for the Group’s electric chargers. The recoverable amount of the Electromaps/Software CGU has been determined based on a value in use calculation, which utilizes cash flow projections covering a five-year period, based on the 2026 financial budget approved by the board.

The projected cash flows have been built to reflect increased demand for the software and services associated with EV sales. The pre-tax discount rate applied to the cash flow projections is 19.86% (2024: 18.36%) and cash flows beyond the five-year period are extrapolated using a 2% (2024: 2%) growth rate. As a result of this analysis, no impairment has been recognized. The recoverable amount is largely depending on the future growth of the company and the terminal value calculated.

Key assumptions utilized in the value in use calculation are as follows:

• Number of future users and market share during the forecast period:

The number of future users in this CGUs is rapidly increasing and the unit has high market share in the Spanish market. Even a slight reduction of the market share would be counteracted by the increase in the aggregate number of users anticipated to enter the market.

• Discount rates:

Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates.

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Notes to the consolidated financial statements

The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from the Group’s weighted average cost of capital (WACC). The WACC takes into account costs associated with both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service.

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated based on publicly available market data.

Alpha factor adjustments to the discount rate are made to consider unit specific factors such as the size, liquidity, and market (in addition to other factors) in order to reflect a pre-tax discount rate.

Based on the impairment test performed no impairment is needed.

A raise in the unit’s pre-tax discount rate to 21.86% (i.e., +2%) would not result in an impairment, given the existing significant headroom.

• Growth rates used to extrapolate cash flows beyond the forecast period:

A reduction of this rate to 1% would not result in impairment, given the existing headroom.

Ares

Ares is the cash-generating unit focused on providing to Wallbox innovative printed circuit boards (PCBs). The recoverable amount of the Ares CGU has been determined based on a value in use calculation, which utilizes cash flow projections covering a five-year period, based on a risk-adjusted 2026 financial budget approved by the directors. In a time where continued supply chain uncertainty persists, bringing this critical component in-house is a key differentiator.

The projected cash flows have been built to reflect the increasing demand for EV chargers and associated services around the world. The pre-tax discount rate applied to cash flow projections is 19.21% (2024: 18.90%), and cash flows beyond the five-year period are extrapolated using a 2% growth rate (2024: 2%). As a result of this analysis, no impairment has been recognized.

Key assumptions utilized in the value in use calculation are as follows:

• Revenue and EBITDA:

In the ARES business, we have considered an increase in revenue aligned with the increase in revenue for the overall Wallbox Group and consider this CGU strategic for the PCBs acquisition for the whole Group production. Also, in terms of EBITDA we have considered increases of EBITDA achieved through the improvements in the gross margin due to the mix of revenue between intercompany transactions and third party transactions and aligned with the level of activity forecasted.

• Discount rates:

Discount rates represent the current market assessment of the risks specific to each CGU and take into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates.

The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from the Group’s weighted average cost of capital (WACC). The WACC takes into account costs associated with both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service.

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated annually based on publicly available market data.

Alpha factor adjustments to the discount rate are made to consider unit specific factors such as the size, liquidity, and market (in addition to other factors) in order to reflect a pre-tax discount rate.

A raise in the unit’s pre-tax discount rate to 21.21% (i.e., +2%) would result in an impairment of approximately Euros 2 million.

• Growth rates used to extrapolate cash flows beyond the forecast period:

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WALLBOX N.V.

Notes to the consolidated financial statements

A reduction of this rate to 1% would result in an impairment of approximately Euros 0.5 million.

Coil

Coil is the cash-generating unit focused on providing electrical installation services for EV charging, battery storage and electrical infrastructure in North America. The recoverable amount of the Coil CGU has been determined based on a value in use calculation, which utilizes cash flow projections covering a five-year period, based on the 2026 financial budget approved by the directors.

The projected cash flows have been built to reflect the increasing demand for EV chargers and associated services in the USA. The pre-tax discount rate applied to cash flow projections is 19.09% (2024:18.00%), and cash flows beyond the five-year period are extrapolated using a 2.15% growth rate. As a result of this analysis, no impairment has been recognized.

Key assumptions utilized in the value in use calculation are as follows:

• Revenue and EBITDA:

In the Coil business, we have considered an increase in revenue aligned with the CAGR of the sector (from 2026-2030). Also, in terms of EBITDA we have considered that growth exceeded revenue growth during the period, mainly as a result of operating expense optimization and efficiency improvements.

• Discount rates:

Discount rates represent the current market assessment of the risks specific to each CGU and take into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates.

The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from the Group’s weighted average cost of capital (WACC). The WACC takes into account costs associated with both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service.

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated annually based on publicly available market data.

Alpha factor adjustments to the discount rate are made to consider unit specific factors such as the size, liquidity, and market (in addition to other factors) in order to reflect a pre-tax discount rate.

A rise in the unit’s pre-tax discount rate to 21.09% (an increase of 2%) would result in an impairment of approximately Euros 1.5 million.

• Growth rates used to extrapolate cash flows beyond the forecast period:

A reduction of this rate to 1% would not result in impairment, given the existing headroom.

ABL

ABL is the cash-generating unit focused on the EV charging solutions in Germany. The recoverable amount of the ABL CGU has been determined based on a value in use calculation, which utilizes cash flow projections covering a seven-year period (aligned with the useful life remaining of the main assets in this CGU), based on a risk-adjusted 2026 financial budget approved by the board.

The projected cash flows have been built to reflect the increasing demand for EV chargers and associated services in this region. The pre-tax discount rate applied to cash flow projections is 20.5% (2024: 18.66%). As a result of this analysis, in the current period the Company has not booked any impairment. In 2024, the Company booked an impairment of intangible assets for an amount of Euros 14,613 thousand (Note 10), an impairment of tangible assets for an amount of Euros 376 thousand (Note 8) and an impairment of inventories for an amount of Euros 1,043 thousand (Note 13).

Key assumptions utilized in the value in use calculation for this cash generating unit, are as follows:

F-36

WALLBOX N.V.

Notes to the consolidated financial statements

•Revenue, Gross margin and EBITDA:

In this CGU, we have considered an increase in revenue aligned with increase in revenue for the overall Wallbox Group or in line with the CAGR of the sector (from 2026-2032). In terms of Gross margins, the test is based on average values expected for the whole Group. The gross margin expected for this CGU is around 42% (2024: 50%). Also, in terms of EBITDA we have considered increases of EBITDA levels achieved through the reduction cost plan started in 2024 impacting the operational expenses and the employee benefits.

•Discount rates:

Discount rates represent the current market assessment of the risks specific to each CGU and take into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates.

The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from the Group’s weighted average cost of capital (WACC).

The WACC takes into account costs associated with both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service.

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated annually based on publicly available market data.

Alpha factor adjustments to the discount rate are made to consider unit specific factors such as the size, liquidity, and market (in addition to other factors) in order to reflect a pre-tax discount rate.

Any reasonable change in key assumptions would result in an additional impairment.

Wallbox Europe CGU

Wallbox Europe CGU is the cash-generating unit focused on the EV charging solutions in Europe, mainly located in the factory in Zona Franca D26 (Barcelona). The recoverable amount of the Wallbox Europe CGU has been determined based on a value in use calculation, which utilizes cash flow projections covering a nine-year period (aligned with the useful life remaining of the main assets in this CGU), based on a risk-adjusted 2026 financial budget approved by the board.

The projected cash flows have been built to reflect the increasing demand for EV chargers and associated services in this region. The pre-tax discount rate applied to cash flow projections is 18.40% (2024: 18.12%). As a result of this analysis, the Company has booked an impairment of intangible assets for an amount of Euros 26,755 thousand (2024: Euros 9,077 thousand) (Note 10).

Key assumptions utilized in the value in use calculation for this cash generating unit, are as follows:

•Revenue, Gross margin and EBITDA:

In this CGU, we have considered an increase in revenue aligned with increase in revenue for the overall Wallbox Group or in line with the CAGR of the sector (from 2026-2034). In terms of gross margin, the test is based on the expected Gross margin in the budget approved by the board for 2026. The gross margin expected for this CGU is around 45% (2024: 45%). Also, in terms of EBITDA we have considered increases of EBITDA levels achieved through the improvements in the gross margin due to the mix of products and a reduction cost plan started in 2023 impacting in the operational expenses and the employee benefits.

•Discount rates:

Discount rates represent the current market assessment of the risks specific to each CGU and take into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates.

The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from the Group’s weighted average cost of capital (WACC).

F-37

WALLBOX N.V.

Notes to the consolidated financial statements

The WACC takes into account costs associated with both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service.

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated annually based on publicly available market data.

Alpha factor adjustments to the discount rate are made to consider unit specific factors such as the size, liquidity, and market (in addition to other factors) in order to reflect a pre-tax discount rate.

Any reasonable change in key assumptions would result in an additional impairment.

Wallbox North America CGU

Wallbox North America CGU is the cash-generating unit focused on the EV charging solutions in North America, mainly located in the factory in Arlington (Texas). The recoverable amount of the Wallbox North America CGU has been determined based on a value in use calculation, which utilizes cash flow projections covering a 16-year period (aligned with the useful life remaining of the main assets in this CGU), based on the 2026 financial budget approved by the board.

The projected cash flows have been built to reflect the increasing demand for EV chargers and associated services in this region. The pre-tax discount rate applied to cash flow projections is 18.3% (2024: 17.6%), and cash flows beyond the 17-year period are extrapolated using a 2.15% growth rate. As a result of this analysis, no impairment has been recognized.

Key assumptions utilized in the value in use calculation for this cash generating unit, are as follows:

•Revenue, Gross margin and EBITDA:

In this CGU, we have considered an increase in revenue aligned with increase in revenue for the overall Wallbox Group or in line with the CAGR of the sector (from 2026-2041). In terms of gross margin, the test is based on the expected gross margin in the budget approved by the board for 2026. The gross margin expected for this CGU is approximately 40.5%. Also, in terms of EBITDA we have considered increases of EBITDA levels achieved through the improvements in the gross margin due to the mix of products and a reduction cost plan started in 2023 impacting in the operational expenses and the employee benefits.

•Discount rates:

Discount rates represent the current market assessment of the risks specific to each CGU and take into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates.

The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived from the Group’s weighted average cost of capital (WACC).

The WACC takes into account costs associated with both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service.

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated annually based on publicly available market data.

Alpha factor adjustments to the discount rate are made to consider unit specific factors such as the size, liquidity, and market (in addition to other factors) in order to reflect a pre-tax discount rate.

Any reasonable change in key assumptions would result in an additional impairment.

F-38

WALLBOX N.V.

Notes to the consolidated financial statements

12. FINANCIAL ASSETS AND FINANCIAL LIABILITIES

The following table shows the carrying amounts and fair values of financial assets, including their levels in the fair value hierarchy.

Financial assets

A breakdown of financial assets at December 31, 2025 and 2024 is as follows:

A. Current and non-current financial assets

	December 31, 2025				December 31, 2024
(In thousand Euros)	Non-current		Current		Non-current		Current
Customer sales and services		—		28,416		—		29,243
Other receivables		—		19		—		428
Loans to employees		180		—		180		—
Trade and other financial receivables		180		28,435		180		29,671
Guarantee deposit		1,387		—		1,170		—
Non-current financial assets		1,387		—		1,170		—
Guarantee deposit		—		164		—		209
Financial investments		—		4,969		—		25,901
Other current financial assets		—		5,133		—		26,110
Total		1,567		33,568		1,350		55,781

Trade and other financial receivables are mainly amounts due from customers for goods sold or services performed in the ordinary course of business. They are due for settlement in the short term (less than 1 year) and therefore are classified as current. Trade and other financial receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognized at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.

The carrying amounts of the customer sales and services include receivables which are subject to a factoring arrangement. Under this arrangement, the Group has transferred the relevant receivables to the factor in exchange for cash and is prevented from selling or pledging the receivables. However, the Group has retained late payment and credit risk. The Group therefore continues to recognize the transferred assets in their entirety in its statement of financial position.

The amount repayable under the factoring agreement is presented as secured borrowing. As at December 31, 2025 there is an amount under the factoring agreements for Euro 21,859 thousand. The Group considers that the held to collect business model remains appropriate for these receivables and hence continues to measure them at amortized cost.

At December 31, 2025, other current financial assets include financial investments, such as investment funds in financial institutions, totaling Euros 4,969 thousand (Euros 25,901 thousand at December 31, 2024).

These financial investments are deposits managed by financial institutions in investment funds to obtain profitability. The Group has considered their classification as current assets because it expects to liquidate these investments in the following 12 months.

B. Expected credit loss assessment for corporate customers at December 31, 2025 and 2024.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and aging. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.

The impairment of trade receivables is recognized under “Expected credit loss for trade and other receivables” in other operating expenses.

F-39

WALLBOX N.V.

Notes to the consolidated financial statements

The total expense recognized in profit or loss 2025 was Euros 931 thousand and Euros 2,088 thousand during 2024. This amount includes Euros 331 thousand corresponding mainly due to the impact of final uncollectible balances (2024: Euros 987 thousand). The allowance for doubtful debts provision as of December 31, 2025 estimated based on the expected credit loss, was Euros 1,514 thousand, as compared to Euros 1,360 thousand as of December 31, 2024, for amounts outstanding less than 180 days as at reporting date. Additionally, the Company has recognized as of December 31, 2025, a bad debt provision for amounts outstanding 180 days or longer for Euros 4,819 thousand, as compared to Euros 6,113 thousand as at December 31, 2024, which has been calculated taking into account specific accounts receivable considered doubtful. In addition, during 2025, the Company has recognized a write off for an amount of Euros 1,740 thousand.

The expected loss rates are based on the Group’s historical credit losses.

C. Financial assets by class and category

	December 31, 2025
(In thousand Euros)	Financial assets measured at amortized cost		Financial assets measured at FTVPL		Financial assets measured at FVTOCI		Total
Customer sales and services		28,416		—		—		28,416
Other receivables		19		—		—		19
Loans to employees		180		—		—		180
Trade and other financial receivables		28,615		—		—		28,615
Guarantee deposit		1,387		—		—		1,387
Non-current financial assets		1,387		—		—		1,387
Guarantee deposit		164		—		—		164
Financial investments		326		4,373		270		4,969
Other current financial assets		490		4,373		270		5,133
Total		30,492		4,373		270		35,135
	December 31, 2024
---	---	---	---	---	---	---	---	---
(In thousand Euros)	Financial assets measured at amortized cost		Financial assets measured at FTVPL		Financial assets measured at FVTOCI		Total
Customer sales and services		29,243		—		—		29,243
Other receivables		428		—		—		428
Loans to employees		180		—		—		180
Trade and other financial receivables		29,851		—		—		29,851
Guarantee deposit		1,170		—		—		1,170
Non-current financial assets		1,170		—		—		1,170
Guarantee deposit		209		—		—		209
Financial investments		323		25,303		275		25,901
Other current financial assets		532		25,303		275		26,110
Total		31,553		25,303		275		57,131

Financial assets measured at FVTOCI correspond to investments in hedge funds whose quotation is considered level 1 for fair value purposes.

The financial investments valued at FVTPL relate to investment funds held at financial institutions. These financial assets are considered level 3 for fair value purposes.

The rest of the financial assets (both current and non-current) are measured at their amortized cost, which does not materially differ from their fair value.

F-40

WALLBOX N.V.

Notes to the consolidated financial statements

Financial liabilities

Loans and borrowings

	December 31, 2025				December 31, 2024
(In thousand Euros)	Non- current		Current		Non- current		Current
Loans		54,764		51,136		66,659		43,179
Working capital lines of credit and others		—		58,766		—		88,631
Loans and borrowings		54,764		109,902		66,659		131,810
Derivative warrant liabilities		—		70		—		2,168
Lease liabilities (see note 9)		28,817		4,287		31,742		4,664
Total		83,581		114,259		98,401		138,642

Financial liabilities are measured at their amortized cost, which does not differ from their fair value (it is considered that the applicable interest rates still represent market spreads), except for the derivative warrant liabilities which is measured at FVTPL.

The working capital lines of credit are a type of short-term financing used to cover ongoing business’s operations. These small-business loans are not used to fund large investments and are renewed every 90 days.

Bank loans

At December 31, 2025, the Group had credit lines and other financing products of Euros 72,550 thousand (Euros 125,619 thousand at December 31, 2024), of which a total of Euros 58,758 thousand has been drawn down (Euros 88,614 thousand at December 31, 2024). In addition to the aforementioned financing products, the company engages in non-recourse factoring with a limit of Euro 8,500 thousand at December 31, 2025 (2024: Euros 12,000 thousand), of which Euro 2,679 thousand have been disposed (Euros 561 thousand at December 31, 2024).

On November 11, 2024, the Group entered into a framework agreement with several financial institutions providing an 18-month grace period on debt repayments. Additionally, as part of the agreement, the financial institutions have committed to maintaining the short-term financing agreements in force at least until June 30, 2026. The agreement included a clause requiring adherence from all relevant lenders by May 11, 2025.

On April 8, 2025, all remaining financial institutions adhered to the framework agreement, formalizing the grace period on debt repayments and the waiver of financial covenant requirements for 2025. This agreement remains in force as of December 31, 2025, and includes, among other conditions, a requirement to maintain a minimum cash balance of Euro 35 million at the end of each month, which has been waived since.

Additionally, the Group started a debt restructuring process with the aim to renew the capital structure. In this regard, on 9 October, 2025, the Company, together with certain of its subsidiaries, reached a standstill agreement (the “SS Agreement”) with the majority of its banking pool, to provide a stable framework to facilitate a long-term solution to the capital structure of the Company and its subsidiaries (the "Long Term Capital Structure"). By virtue of the Agreement, the majority lenders, among other things: (i) give formal effect to certain waivers and consents previously provided to Wallbox, (ii) agree to temporarily suspend payments of principal and interest until December 9, 2025, or until the Long Term Capital Structure is effectively implemented, whichever occurs first and (iii) expressly anticipate the possibility of certain breaches (including payment defaults) occurring during its term and accept mechanisms to manage such events as part of the Long Term Capital Structure discussions. On 7 November 2025, the rest of main lenders acceded to the SS Agreement. On December 23, 2025, the Company extended the term of the SS Agreement, with substantially all terms remaining in full force and effect, through January 31, 2026. The Participating Lenders then agreed to further extend the term of the Agreement through March 31, 2026, with all other terms remaining in full force and effect to facilitate the completion of the negotiations and the filing of the restructuring plan.

Interest expense on bank loans was Euros 16,097 thousand at December 31, 2025 (Euros 19,957 thousand at December 31, 2024) (See Note 21). At December 31, 2025, accrued interest payable was Euros 3,697 thousand (Euros 564 thousand at December 31, 2024).

The group has loans which require compliance with certain financial covenants. On December 31, 2025, the Group achieved these financial covenants or has obtained the corresponding waiver issued by the bank, except for a loan with a drawn amount as at December 31, 2025 of Euro 11,250 thousand, which is classified as current loans and borrowings and is currently under negotiation with the lending bank.

F-41

WALLBOX N.V.

Notes to the consolidated financial statements

The Group had a loan with a nominal value of Euros 11,250 thousand that includes a pledge on the inventories at December 31, 2025 for the same amount (Note 13). In addition, the Group had loans with a total nominal value of Euros 33 million that include a pledge on the property, plant and equipment at December 31, 2025 for a gross amount of Euros 24,789 thousand (Note 8).

Details of the maturities, by year, of the principal and interest of the loans and borrowings as of December 31, 2025 and December 31, 2024, are as follows:

(In thousand Euros)	December 31, 2025		December 31, 2024
2025		—		139,103
2026		109,902		33,962
2027		32,893		21,546
2028		18,772		13,814
2029		3,595		3,356
2030		549		-
More than five years		2,401		2,554
Total		168,112		214,335

Details of loans and borrowings at December 31, 2025 and 2024 are as follows:

(In thousand Euros)
Company	Currency		1 to 3 years		Over 3 years		Total
Bank loans
Fixed rate loan		5,185		6,887				12,072
Floating rate loan		76,568		12,114				88,682
Covenant Loan		27,808		32,180				59,988
Total		109,561		51,181		-		160,742
Borrowings
Fixed rate loan		341		640		2,943		3,924
Total		341		640		2,943		3,924
Total		109,902		51,821		2,943		164,666

All values are in Euros.

(In thousand Euros)
Company	Currency		1 to 3 years		Over 3 years		Total
Bank loans
Fixed rate loan		5,703		7,099		-		12,802
Floating rate loan		114,804		3,203		2,735		120,742
Covenant Loan		11,078		49,850		-		60,928
Total		131,585		60,152		2,735		194,472
Borrowings
Fixed rate loan		225		742		3,030		3,997
Total		225		742		3,030		3,997
Total		131,810		60,894		5,765		198,469

All values are in Euros.

F-42

WALLBOX N.V.

Notes to the consolidated financial statements

As of December 31, 2025, the Group had loans at fixed interest rates referenced to Euribor plus a differential between 0% and 5.60% and at variable interest rates that range between 3.81% and 9.00%, respectively, compared to fixed rates referenced to Euribor plus a differential between 2% and 8% and variable rates between 0% and 5.67%, respectively, during fiscal year ended December 31, 2024.

Borrowings

At December 31, 2025, loans from Government entities were outstanding for Euros 3,924 thousand (Euros 3,997 thousand at December 31, 2024).

B. Derivative warrant liabilities

As part of the Business combination occurred in October 2021 with Kensington, 5,750,000 Public Warrants and 8,933,333 Private Warrants issued by Kensington were assumed by Wallbox.

Public Warrants entitle the holder to convert each warrant into one Class A ordinary share of Wallbox, Euros 2.40 par value (Euros 0.12 par value before the reverse stock split disclosed in Note 15), at an exercise price of USD 230.00 (Euros 11.50 before the reverse stock split disclosed in Note 15).

Private Warrants, on a cash-less basis, entitle their holder to convert the warrants into a number of Wallbox Class A ordinary shares, Euros 2.40 par value (Euros 0.12 par value before the reverse stock split disclosed in Note 15), equal to the product of the number of warrants to convert multiplied by the quotient obtained by dividing the excess of ‘Sponsor’s Fair Market Value’ over the exercise price of USD 230.00 (Euros 11.50 before the reverse stock split disclosed in Note 15) by the Sponsor’s Fair Market Value’.

The Sponsor Fair Market Value shall mean the average last reported sale price of the ordinary shares for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Warrant is provided.

Until warrant holders acquire the ordinary shares upon exercise of such warrants, they will have no voting or economic rights. The warrants will expire on October 1, 2026, five years after the Transaction, or earlier upon redemption or liquidation, in accordance with their terms.

In addition, during 2023, Wallbox issued new warrants as part of the facility agreement with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”) entered into in February 2023. On February 9, 2023 the Company signed an agreement with BBVA granting BBVA an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares for exercise price of 5.32 USD per share (the “BBVA Warrants”). The BBVA Warrants are exercisable until February 9, 2033 unless earlier redeemed by the Company pursuant to the warrant agreement. After the reverse stock split disclosed in Note 15, the warrants are exercisable for 50,394 Class A Shares for exercise price of 106.40 USD per share.

On July 30, 2024, Wallbox and Generac entered into warrant agreements (the “Warrant Agreements”), pursuant to which we issued to Generac (together with its assignees, the “Warrant holder”), and the Warrant holder subscribed for and acquired, (a) an aggregate of 11,135,873 warrants exercisable until May 8, 2029 (type 1) and (b) an aggregate of 1,967,098 warrants exercisable until July 30,2028 (type 2), in each case for an equal number of our Class A Shares, at an exercise price of up to 3.05 USD per Class A Share (which exercise price may be lowered at the sole discretion of the Company prior to the Expiration Date (as defined in the Warrant Agreements). The Warrant Agreements also provide for a redemption right in our favor when the reported trading price of our Class A Shares is at least 6.00 USD per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third business day prior to the date when the notice of redemption is given. After the reverse stock split disclosed in Note 15, the number of warrants was adjusted to (a) 556,793 warrants and (b) 98,354 warrants, and the exercise price was adjusted to 61.00 USD.

As there are no elements in the warrant agreements that give Wallbox the option to prevent the warrant owners from converting their warrants within 12 months, Wallbox has classified the derivative warrant liabilities as a current liability.

F-43

WALLBOX N.V.

Notes to the consolidated financial statements

Movement in the derivative warrant liabilities for the year ended December 31, 2025 and 2024 is summarized as follows:

	Public Warrant						Private Warrant						BBVA Warrant						Generac Warrant						Total
	Number of warrants			Thousand Euros			Number of warrants			Thousand Euros			Number of warrants			Thousand Euros			Number of warrants			Thousand Euros			Number of warrants			Thousand Euros
At December 31, 2023		5,259,506			713			8,883,333			1,202			1,007,894			1,204			—			—			15,150,733			3,119
Warrants issuance		—			—			—			—			—			—			13,102,971			9,517			13,102,971			9,517
Public warrants exercises in January 2024		(387	)		—			—			—			—			—			—			—			(387	)		—
Change in fair value of derivative warrant liabilities		—			(300	)		—			(507	)		—			(1,120	)		—			(8,671	)		—			(10,598	)
Exchange differences		—			(271	)		—			(456	)		—			120			—			737			—			130
At December 31, 2024		5,259,119			142			8,883,333			239			1,007,894			204			13,102,971			1,583			28,253,317			2,168
Warrants issuance		—			—			—			—			—			—			—			—			—			—
Reverse stock split		(4,996,163	)		—			(8,439,166	)		—			(957,500	)		—			(12,447,824	)		—			(26,840,653	)		—
Change in fair value of derivative warrant liabilities		—			(130	)		—			(219	)		—			(166	)		—			(1,395	)		—			(1,910	)
Exchange differences		—			(12	)		—			(20	)		—			(19	)		—			(137	)		—			(188	)
At December 31, 2025		262,956			-			444,167			-			50,394			19			655,147			51			1,412,664			70

Fair value measurements

The financial liability for the derivative warrants is accounted for at fair value through profit or loss. The Private Warrants have been measured at fair value using a Monte Carlo simulation (Level 3). The Public Warrants are listed and have been measured at fair value using the quoted price (Level 1).

As a consequence of the delisting of Public Warrants from NYSE, the Group has considered that fair value of Public Warrants and Private Warrants to be nil (2024: USD 0.028).

As of December 31, 2025, the fair value of the BBVA Warrants was USD 0.45 (2024: USD 0.21) based on a Black-Scholes valuation methodology for options and warrants. The fair value of Generac Warrants was USD 0.10 for type 1 warrants and USD 0.04 for type 2 warrants, both based on a Black-Scholes valuation methodology for options and warrants (2024: USD 0.13 for type 1 warrants and USD 0.1 for type 2 warrants).

F-44

WALLBOX N.V.

Notes to the consolidated financial statements

Reconciliation of movements of liabilities to cash flows arising from financing activities

(In thousand Euros)	Loans and<br>borrowings			Derivative warrant liabilities			Lease liabilities			Total
Balance at January 1, 2025		198,469			2,168			36,406			237,043
Proceeds from loans		630,015			—			—			630,015
Principal paid on lease liabilities		—			—			(4,811	)		(4,811	)
Interest paid on lease liabilities		—			—			(1,739	)		(1,739	)
Repayments of loans		(665,669	)		—			—			(665,669	)
Interest and bank fees paid		(13,206	)		—			—			(13,206	)
Total changes from financing cash flows		(48,860	)		—			(6,550	)		(55,410	)
The effect of changes in foreign exchange rates		(605	)		(188	)		(779	)		(1,572	)
Change in fair value of derivative warrant liabilities		—			(1,910	)		—			(1,910	)
New leases		—			—			2,478			2,478
Governmental loan receivable		(72	)		—			—			(72	)
Interest and bank fees expenses		15,734			—			1,739			17,473
Other		-			—			(190	)		(190	)
Total liability-related other changes		15,662			(1,910	)		4,027			17,779
Balance at December 31, 2025		164,666			70			33,104			197,840
(In thousand Euros)	Loans and<br>borrowings			Derivative warrant liabilities			Lease liabilities			Total
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance at January 1, 2024		207,357			3,119			38,977			249,453
Proceeds from loans		759,526			—			—			759,526
Principal paid on lease liabilities		—			—			(5,846	)		(5,846	)
Interest paid on lease liabilities		—			—			(1,911	)		(1,911	)
Repayments of loans		(770,956	)		—			—			(770,956	)
Interest and bank fees paid		(19,639	)		—			—			(19,639	)
Total changes from financing cash flows		(31,069	)		—			(7,757	)		(38,826	)
The effect of changes in foreign exchange rates		735			130			(35	)		830
Change in fair value of derivative warrant liabilities		—			(1,081	)		—			(1,081	)
New leases		—			—			3,310			3,310
Governmental loan receivable		1,447			—			—			1,447
Interest and bank fees expenses		19,999						1,911			21,910
Other											—
Total liability-related other changes		21,446			(1,081	)		5,221			25,586
Balance at December 31, 2024		198,469			2,168			36,406			237,043

F-45

WALLBOX N.V.

Notes to the consolidated financial statements

(In thousand Euros)	Loans and<br>borrowings			Derivative warrant liabilities			Lease liabilities			Total
Balance at January 1, 2023		133,627			5,834			27,301			166,762
Proceeds from loans		419,471			—			—			419,471
Principal paid on lease liabilities		—			—			(2,809	)		(2,809	)
Interest paid on lease liabilities		—			—			(1,341	)		(1,341	)
Repayments of loans		(337,977	)		—			—			(337,977	)
Interest and bank fees paid		(18,908	)		—			—			(18,908	)
Total changes from financing cash flows		62,586			—			(4,150	)		58,436
The effect of changes in foreign exchange rates		(149	)		(132	)		(160	)		(441	)
Change in fair value of derivative warrant liabilities		—			(6,476	)		—			(6,476	)
New leases		—			—			1,386			1,386
Business combinations		—			—			13,014			13,014
Transfers		(3,893	)		3,893			—			—
Interest and bank fees expenses		13,906			—			1,341			15,247
Other		1,280			—			245			1,525
Total liability-related other changes		11,293			(2,583	)		15,986			24,696
Balance at December 31, 2023		207,357			3,119			38,977			249,453

Trade and other payables

Details of trade and other payables at December 31, 2025 and 2024 are as follows:

(In thousand Euros)	December 31, 2025		December 31, 2024
Suppliers		42,203		23,517
Personnel (salaries payable)		3,981		5,390
Customer advances		115		145
Total		46,299		29,052

Trade and other payables are unsecured and are typically paid in less than 12 months upon recognition. The carrying amounts of trade and other payables are considered equal to their fair values, due to their short-term nature.

The Group has secured various financing lines through confirming arrangements. These instruments allow the Group to obtain financing by facilitating payments to suppliers.

Payments to suppliers ahead of the invoice due date are processed by the finance provider, and the Group settles the original invoice by paying the finance provider in line with the new conditions agreed with the finance supplier (90 to

120

days).

The Group recognizes a liability to the bank until the maturity of the debt.

All trade payables subject to the supplier finance arrangements are included in current loans and borrowings in the consolidated statements of financial position.

(In thousand Euros)	December 31, 2025		December 31, 2024
Carrying amount of liabilities
Presented within trade and other payables		-		886
Presented within loans and borrowings (*)		29,923		31,681
Liabilities that are part of the arrangements	Not applicable		136 days after the invoice date
Comparable trade payables that are not part of the arrangements	60 days after the invoice date		60 days after the invoice date

(*) The supplier has already received the payment for this amount.

F-46

WALLBOX N.V.

Notes to the consolidated financial statements

There were no significant non-cash changes in the carrying amount of the trade payables.

13. INVENTORIES

Details of inventories at December 31, 2025 and 2024 are as follows:

(In thousand Euros)	December 31, 2025		December 31, 2024
Raw materials and Semi-finished goos		40,427		55,736
Finished goods		7,096		14,346
Total		47,523		70,082

The Group has insurance policies in place to cover all inventories, with specific global insurances coverage for each of the Group’s warehouses.

There were no commitments for the acquisition of inventories at the end of 2025 and 2024. Advance payments for the acquisition of inventories at December 31, 2025 were Euros 6,194 thousand (Euros 4,595 thousand at December 31, 2024).

Based on current information, the group has an inventory provision of Euros 8,082 thousand at December 31, 2025 to cover the impact of slow-moving and obsolete inventories (Euros 8,160 thousand at December 31, 2024). (See Note 19).

Additionally, as a consequence of the impairment test of ABL CGU performed in 2024, the Group has an additional impairment of inventories for an amount of Euros 950 thousand (2024: Euros 1,043 thousand) (Note 11).

As a consequence of certain loans the Group had a pledge on the inventories at December 31, 2025 for an amount of Euros 11,250 thousand (Euros 15,000 thousand at December 2024) (Note 12).

14. CASH AND CASH EQUIVALENTS

Detail of cash and equivalents at December 31, 2025 and 2024 are as follows:

(In thousand Euros)	December 31, 2025		December 31, 2024
Cash		97		3
Banks and other credit institutions		2,738		13,336
Banks and other credit institutions, foreign currency		1,328		6,412
Other cash equivalents		283		285
Total		4,446		20,036

We maintain cash and cash equivalents with major Financial institutions. The Other cash equivalents corresponds to bank deposits which due date is lower than three months. Our cash and cash equivalents of bank deposits held with banks that, at the time, exceed federally or locally insured limits.

The current accounts earn interest at applicable market rates and this interest is not significant.

Details of banks and other credit institutions with balances held in foreign currency are as follows:

(In thousand Euros)		December 31, 2024
	1,029		4,575
	66		1,001
NOK	45		97
SEK	184		532
DKK	3		196
AUD	1		11
Total	1,328		6,412

All values are in US Dollars.

F-47

WALLBOX N.V.

Notes to the consolidated financial statements

Significant non-cash transactions from investing and financing activities are as follows:

(In thousand Euros)	December 31, 2025			December 31, 2024
Fair value changes in derivative warrant liabilities (Note 12)		(1,910	)		(1,081	)
Addition of lease liabilities (Note 9)		2,478			3,310
Issuance of shares for the acquisition of a significant non-cash investing activity (ARES) (Note 15)		—			455

15. CAPITAL AND RESERVES

Share capital and share premium

As of December 31, issued share capital is as follows:

(In thousand Euros)	Total shares		Share Capital
December 31, 2025
Class A shares of euro 2.40 nominal value each		16,778,631		40,275
Class B shares of euro 24.00 nominal value each		355,040		8,521
Class C shares of euro 21.60 nominal value each		808,500		17,464
Total		17,942,171		66,260
(In thousand Euros)	Total shares		Share Capital
---	---	---	---	---
December 31, 2024
Class A shares of euro 0.12 nominal value each		237,362,279		28,490
Class B shares of euro 1.20 nominal value each		13,500,793		16,201
Class C shares of euro 1.08 nominal value each		9,770,000		10,552
Total		260,633,072		55,243

All the shares issued were fully paid as of the date of the capital increases. Wallbox’s Class A Shares, Class B Shares and Conversion Shares (“Class C Shares”) provide their holders with same economic rights; however, Class B Shares provide holders with ten (10) votes per share, Class C Shares provide holders with nine (9) votes per share and Class A Shares provide holders with one (1) vote per share.

Wallbox Class A Shares began trading on the NYSE under the “WBX” symbol on October 4, 2021.

As at December 31, authorized share capital is as follows:

December 31, 2025	Shares<br>(number)		Nominal<br>(Euros)		Share Capital (in thousand Euros)
Class A		36,525,000		2.40		87,660
Class B		2,011,500		24.00		48,276
Conversion shares		488,500		21.60		10,552
Total		39,025,000				146,488
December 31, 2024	Shares<br>(number)		Nominal<br>(Euros)		Share Capital (in thousand Euros)
---	---	---	---	---	---	---
Class A		409,770,000		0.12		49,172
Class B		40,230,000		1.20		48,276
Conversion shares		9,770,002		1.08		10,552
Total		459,770,002				108,000

F-48

WALLBOX N.V.

Notes to the consolidated financial statements

Movement of share capital and share premium are as follows:

	Shares (number)			Price per Share (Euros)		Share Capital <br>(In thousand Euros)		Share Premium<br>(In thousand Euros)
At December 31, 2024		260,633,072					55,243		531,113
January 2025: Stock option plan execution (MSOP/RSU) (Class A shares)		16,189			0.12		2		41
January 2025: Capital increase (ATM) (Class A shares)		739,742			0.12		89		314
February 2025: Stock option plan execution (RSU) (Class A shares)		574,272			0.12		69		903
February 2025: Capital increase (Private placement) (Class A shares)		26,707,142			0.12		3,205		6,204
March 2025: Stock option plan execution (MSOP/RSU) (Class A shares)		197,136			0.12		24		463
April 2025: Stock option plan execution (RSU) (Class A shares)		309,899			0.12		37		1,490
May 2025: Stock option plan execution (RSU) (Class A shares)		16,170			0.12		2		28
June 2025: Stock option plan execution (RSU/ESPP) (Class A shares)		757,242			0.12		91		199
June 2025: Capital increase (Private Placement) (Class A shares)		22,458,944			0.12		2,695		2,194
June 2025: Capital increase (Private Placement - SETT) (Class A shares)		37,759,630			0.12		4,531		3,825
June 2025: Off sett share premium and accumulated deficit	—			—			—		(542,972	)
Reverse stock split		(332,660,967	)		2.40		—		—
August 2025: Stock option plan execution (ESOP/MSOP/RSU) (Class A shares)		87,265			2.40		209		2,582
September 2025: Stock option plan execution (ESOP/MSOP/RSU) (Class A shares)		2,346			2.40		6		233
October 2025: Stock option plan execution (MSOP/RSU) (Class A shares)		2,673			2.40		6		223
November 2025: Stock option plan execution (MSOP/RSU) (Class A shares)		18,102			2.40		43		519
November 2025: Change Class B shares into Class A shares and Class C shares		320,000			—		—
December 2025: Stock option plan execution (MSOP) (Class A shares)		3,314			2.40		8		84
At December 31, 2025		17,942,171					66,260		7,443
	Shares (number)		Price per Share (Euros)		Share Capital <br>(In thousand Euros)		Share Premium<br>(In thousand Euros)
---	---	---	---	---	---	---	---	---	---
At December 31, 2023		211,161,261				50,352		481,615
January 2024: Stock option plan execution (MSOP/Warrants) (Class A shares)		219,240		0.12		26		151
February 2024: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		234,625		0.12		28		923
March 2024: Stock option plan execution (MSOP/RSU) (Class A shares)		622,615		0.12		75		1,312
March 2024: Change Class B shares into Class A shares and Class C shares		3,750,000		—		—		—
April 2024: Stock option plan execution (MSOP/RSU) (Class A shares)		684,537		0.12		82		4,816
May 2024: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		100,708		0.12		12		400
June 2024: Stock option plan execution (MSOP/ESOP/RSU/ESPP) (Class A shares)		548,207		0.12		66		657
July 2024: Stock option plan execution (MSOP) (Class A shares)		39,520		0.12		5		229
July 2024: Payment in shares earn out Ares (Class A shares)		380,208		0.12		45		410
August 2024: Capital increase (Private placement) (Class A shares)		36,334,277		0.12		4,360		37,045
August 2024: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		116,765		0.12		14		1,094
September 2024: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		128,256		0.12		15		325
October 2024: Stock option plan execution (ESOP/RSU) (Class A shares)		56,770		0.12		7		293
November 2024: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		333,118		0.12		40		1,431
December 2024: Stock option plan execution (MSOP/ESOP/RSU/ESPP) (Class A shares)		847,571		0.12		102		827
December 2024: Capital increase (ATM) (Class A shares)		75,394		0.12		9		34
December 2024: Change Cass B shares into Class A shares and Class C shares		5,000,000		—		—		—
Other movements		—		—		5		(449	)
At December 31, 2024		260,633,072				55,243		531,113

On December 31, 2020, share capital of Wallbox Chargers S.L.U. totaled Euros 196 thousand and consisted of 392,118 shares with a par value of Euro 0.50 each (at December 31, 2019, share capital amounted to thousand Euros 169 and consisted of 337,300 shares with a par value of Euros 0.50 each).

On September 16, 2021, convertible bonds and a convertible note were converted, resulting in a capital issuance of 147,443 Class A ordinary shares of Wallbox Chargers S.L.U. with a par value of Euros 0.50 each, with a corresponding increase in share capital and share premium totaling Euros 74 thousand and Euros 87,032 thousand, respectively.

F-49

WALLBOX N.V.

Notes to the consolidated financial statements

On October 1, 2021, pursuant to the Business Combination Agreement, each holder of Wallbox Chargers S.L.U. ordinary shares exchanged by means of a contribution in kind its Wallbox Chargers S.L.U. ordinary shares to Wallbox N.V. Class A ordinary shares in accordance with the Exchange Ratio. As a result, Wallbox Chargers became a wholly owned subsidiary of Wallbox N.V. The contribution consisted of 539,561 Wallbox Chargers S.L.U. ordinary shares, Euros 0.50 par value, being exchanged for 106,778,437 Class A ordinary shares of Wallbox N.V., Euros 0.12 par value, and 23,250,793 Class B ordinary shares, Euros 1.20 par value. Share capital increased by Euros 40,445 thousand and the share premium decreased by the same amount.

Furthermore, on October 1, 2021, each share of Kensington’s common stock was exchanged by means of a contribution in kind in exchange for the issuance of Class A Shares, whereby Wallbox issued one Class A Share for each share of new Kensington common stock exchanged, resulting in the issuance of 19,861,318 Wallbox Class A ordinary shares, Euros 0.12 par value. Consequently, share capital increased by Euros 2,383 thousand and share premium by Euros 151,915 thousand, which includes the impact of the IFRS 2 share listing expense totaling thousand Euros 72,172 and the deduction of the net balance of transaction costs totaling Euros 17,397 thousand.

Concurrently with the execution of the Business Combination Agreement, Kensington and Wallbox entered into Subscription Agreements (the “Subscription Agreements”), dated June 9, 2021 and September 29, 2021, with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe to and purchase, and Wallbox agreed to issue and sell, an aggregate of 11,100,000 Class A Shares (the “PIPE Shares”) at a price of USD 10.00 per share for an aggregate of USD 111,000 thousand in proceeds (the “PIPE Financing”) on the Closing Date. Such 11,100,000 Class A Shares resulted in increases to share capital and share premium totaling Euros 1,332 thousand and Euros 94,528 thousand, respectively.

In September 2021, Wallbox NV issued 375,000 Class A ordinary shares, par value Euro 0.12, increasing share capital by Euros 45 thousand.

On November 23, 2021 and December 21, 2021, 43,028 and 1,000 Public Warrants, respectively, were converted into 43,028 and 1,000 Wallbox Class A ordinary shares, par value Euros 0.12, increasing share capital by Euros 5 thousand and raising share premium by Euros 636 thousand.

The capital increase that took place during fiscal year 2022 corresponded mainly due to the Private placement, execution of the Stock Plan, the Kensington warrant conversion and payment with shares of the Ares acquisition and Electromaps acquisition.

Capital increases in fiscal year 2023 corresponded mainly to the Private placement, execution of the Stock Plan, the equity-settled consideration for the Coil acquisition, and at-the-market program.

Additionally, during 2023, the Company exchanged 1,020,000 Class B ordinary shares with a nominal value of Euro 1.20 per share (“Class B Shares”) for 1,020,000 Class A Shares with a nominal value of Euro 0.12 per share and 1,020,000 Class C Shares with a nominal value of Euro 1.08 per share.

Capital increases in fiscal year 2024 corresponded mainly to the Private placement, execution of Stock Plan (see Note 20), the payment in share for the earn out of Ares acquisition, the Kensington warrant conversion (see Note 12) and at-the-market program.

Additionally, during 2024, the Company exchanged 8,750,000 Class B ordinary shares with a nominal value of Euro 1.20 per share ("Class B shares") for 8,750,000 Class A Shares with nominal value of Euro 0.12 per share and 8,750,000 Class C Shares with a nominal value of Euro 1.08 per share.

The capital increases that have taken place during 2025 correspond mainly to the private placement, stock plans execution (see Note 20) and at-the-market program.

On July 3, 2025 the Company effected the Reverse stock split of the ordinary Class A Shares, ordinary Class B Shares and ordinary conversion shares in the capital of Wallbox NV at a ratio of 20:1. The primary purpose for effecting the reverse stock split was to increase the per-share trading price of the Class A Shares to maintain their listing on the New York Stock Exchange (NYSE). A listing on NYSE requires that listed securities maintain a minimum bid price of USD 1.00 per share.

Additionally, during 2025, the Company exchanged 320,000 Class B ordinary shares with a nominal value of Euro 24 per share ("Class B Shares") for 320,000 Class A Shares with nominal value of Euro 2.40 per share and 320,000 Class C shares with nominal value of Euro 21.60 per share.

The share premium is freely distributable, provided that equity is not lower than the aggregate of share capital as a result of such distributions and the legal reserves.

F-50

WALLBOX N.V.

Notes to the consolidated financial statements

Nature and purpose of reserves

Capital reduction reserves

At June 30, 2025 the shareholder of the parent company approved the absorption of accounting losses into share premium for an amount of Euros 531,113 thousand. Additionally, at June 30, 2025 the board of directors approved an additional absorption of accounting losses into share premium for an amount of Euros 11,859 thousand. As a result, the share premium has been reduced by a cumulative amount of Euros 542,972 thousand against capital reduction reserves. This transaction has no impact on the total equity, comprehensive income (loss), assets (including cash) or liabilities.

Consolidated prior years’ accumulated deficit

At December 31, 2025, total consolidated accumulated deficit was Euros (674,858) thousand (Euros (569,175) thousand at December 31, 2024.

During the financial year 2025, ABL GmbH carried out a capital increase which resulted in a change in the Group’s ownership interest in this subsidiary. As a result, an adjustment between Accumulated Deficit and Minority Interest of EUR 3,886 thousand was recognized.

A free distribution is restricted for the amount of capitalized internal development costs as carried on the consolidated statement of financial position. As at December 31, 2025 the amount of capitalized development costs as carried on the consolidated statement of financial position amounts to Euros 31,393 thousand (2024: Euros 66,308 thousand) as further detailed in Note 10.

Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. This legal reserve is not freely distributable. This reserve was Euros (3,335) thousand at December 31, 2025 (Euros 12,784 thousand at December 31, 2024).

Other equity components

Share-based payments

The share-based payments reserve is used to recognize the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. This reserve was Euros 17,495 thousand at December 31, 2025 (Euros 22,626 thousand at December 31, 2024). Refer to Note 20 for further details of these plans.

Equity-settled earn-out

In addition, this caption includes Euros 865 thousand corresponding to the amount to be paid in shares for to the acquisition of Ares (2024: Euros 738 thousand corresponding to the amount to be paid in shares for the acquisition of Ares and Coil.

Measurement adjustments to financial assets through OCI

Investments in hedge funds referred to in Note 12 are measured at fair value at year end. The change in their valuation is recognized as other equity components through other comprehensive income.

Others

Within the others the Group included the impact of reversing the put option liability related to ABL acquisition (Note 16)

F-51

WALLBOX N.V.

Notes to the consolidated financial statements

16. PROVISIONS

Details of the provisions are as follows:

At December 31, 2025	Non-current								Current
(In thousand Euros)	Other		Service warranties			Total Non-current			Other		Service warranties			Total Current
Carrying amount at the beginning of the year		422		2,642			3,064			500		1,849			2,349
Financial expense from provisions update (Note 21)		29		—			29			29		—			29
Charge / (Credit) to results:		310		(795	)		(485	)		13		(398	)		(385	)
(+) additional provisions recognized (net)		310		254			564			13		168			181
(+/-) Short-term transferred		—		—			—			—		—			—
(-) Amounts used during the year		—		(1,049	)		(1,049	)		—		(566	)		(566	)
Carrying amount at year end		761		1,847			2,608			513		1,451			1,964
At December 31, 2024	Non-current									Current
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(In thousand Euros)	Other			Service warranties			Total Non-current			Other		Service warranties			Total Current
Carrying amount at the beginning of the year		11,652			2,184			13,836			—		1,752			1,752
Reversal of ABL put option liability		(12,000	)		—			(12,000	)		—		—			—
Financial expense from provisions update (Note 21)		1,669			—			1,669			—		—			—
Charge / (Credit) to results:		(899	)		458			(441	)		500		97			597
(+) additional provisions recognized (net)		655			2,032			2,687			—		1,475			1,475
(+/-) Short-term transferred		(500	)		—			(500	)		500		—			500
(-) Amounts used during the year		(1,054	)		(1,574	)		(2,628	)		—		(1,378	)		(1,378	)
Carrying amount at year end		422			2,642			3,064			500		1,849			2,349

Service warranties

Products developed and sold by the Group are under warranty for a period of three years and, therefore, a provision is made annually to cover the estimated costs that could be incurred in relation to projects and products under warranty at year end. This provision is calculated based on an estimate of warranty costs incurred and their relation to the volume of sales under warranty.

Other provisions

As of December 31, 2025, “Other” provisions caption includes mainly the contingent consideration (earn-out) related to Ares amounting to Euros 1,000 thousand and a provision for indemnities for an amount of Euros 274 thousand.

As of December 31, 2024, the "Other" provisions caption included mainly the contingent consideration (earn-out) related to Ares amounting to Euros 922 thousand. During 2024, we reversed the put option liability related to ABL acquisition as a consequence of it not being executed prior to its expiration.

As of December 31, 2025 there are various ongoing claims in relation to commercial agreements, amounting to a maximum expenses of Euros 2.3 million. The Company, along with its external advisors assesses the likelihood of success of the claim as possible, but not probable, and therefore no provision has been recorded in relation to these claims.

F-52

WALLBOX N.V.

Notes to the consolidated financial statements

17. GOVERNMENT GRANTS

Details of Government grants at December 31, are as follows:

(In thousand Euros)		December 31, 2025				December 31, 2024
Grants	Government Entity	Non-current liability		Current liability		Non-current liability		Current liability
Movilidad 2030	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		394		31		530		43
Flexener	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		—		—		48		4
Zeus Ptas	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		239		19		303		25
Alt impacte	Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)		289		23		356		29
Minichargers	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		34		3		49		4
Accio - creació lloc treballs	Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)		96		8		101		8
Hermes Estudios	Ministerio de Industria, Comercio y Turismo		242		19		591		48
Hermes Viabilidad	Ministerio de Industria, Comercio y Turismo		696		57		1,232		100
Hermes Formación	Ministerio de Industria, Comercio y Turismo		40		3		142		11
Top Gun	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		21		2		26		2
Torres Quevedo	Agencia Estatal de Investigación		60		5		71		6
ILIOS - PERTE VEC 2	Ministerio de Industria, Comercio y Turismo		2,599		208		2,900		235
GRID FORMING LOAD	European Climate, Infrastructure and Environment Executive Agency (CINEA)		296		24		371		30
REDWDS - USA	California Energy Commission		474		38		496		40
Cámara de Comercio	Cámara de Comercio		94		8		—		—
Installer Program	Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)		15		—		—		—
Reborn	Agencia de Residuos de Cataluña		57		5		—		—
Total			5,646		453		7,216		585

As of December 31, 2025 government grants include the grants assigned to the Group by the “Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)” and "Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)", “Agencia Estatal de Investigación”, “Ministerio de Industria, Comercio y Turismo”, "European Climate, Infrastructure and Environment Executive Agency (CINEA)", "California Energy Comission", "Camara de Comercio" and Agencia de Residuos de Cataluña for an amount of Euros 743 thousand, Euros 431 thousand, Euros 65 thousand, Euros 3,864 thousand, Euros 320 thousand, Euros 512 thousand, Euros 102 thousand and Euros 62 thousand, respectively, to develop new technologies and promote smart mobility solutions.

As of December 31, 2024 government grants include the grants assigned to the Group by the “Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)”, "Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)", "Instituto para la Diversificación y Ahorro de la Energía (IDAE)", “Agencia Estatal de Investigación” and “Ministerio de Industria, Comercio y Turismo” for an amount of Euros 1,034 thousand, Euros 494 thousand, Euros 0 thousand, Euros 77 thousand and Euros 5,259 thousand, respectively, to develop new technologies and promote smart mobility solutions.

As of December 31, 2025 Euros 607 thousand are pending to be received from government entities, as compared to Euros 1,872 thousand as of December 31, 2024 (Note 23).

The impact in the statement of profit or loss (recognized in the “Other income” caption) for 2025 amounts to Euros 1,965 thousand, as a result of the established conditions agreed with the aforementioned entities (Euros 1,198 thousand for 2024).

F-53

WALLBOX N.V.

Notes to the consolidated financial statements

18. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of revenue from contracts with customers set out below is the disaggregation of the Group’s revenue from contracts with customers:

	Year ended December 31,
(In thousand Euros)	2025		2024		2023
Lines:
Sales of goods		121,437		146,222		129,416
Sales of services		23,683		17,721		14,353
Total		145,120		163,943		143,769
Geographical markets (*):
EMEA		111,061		125,182		116,929
NORAM		33,720		37,417		25,701
APAC		339		1,344		1,139
Total		145,120		163,943		143,769

(*) The differences between geographical markets information and the segment disclosures in the Note 7 comes from the intercompany eliminations.

There is no individual customer exceeding 10% of total revenues during 2025, 2024 or 2023.

Service revenue includes mainly installations services, software operation and maintenance.

The sale of installation services is always made in combination with the sale of a charger, although they are considered distinct performance obligations. Delivery of the charger and the installation services do not always happen at the same time, leading, in some cases, to chargers being delivered to customers with the installation pending. In this scenario, a contract liability is recognized when invoicing both services prior to rendering the installation services.

A contract liability and long term deferred income are recognized if a payment is received or if a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. These contract liabilities and long term deferred income are mainly related to the contracts for extended warranties to the clients. Contract liabilities and long term deferred income are recognized as revenue when the Group performs under the contract. (i.e., transfers control of the related goods or services to the customer).

During the financial year 2025, the Company received Euros 3,403 thousand from the sale of carbon credits generated in the Canadian market through electric vehicle charging sessions using chargers sold by the Company in that market. In accordance with applicable regulations, the Company is required to reinvest the amounts received within the next two years in the electric vehicle sector. The Company intends to satisfy this requirement by providing incremental discounts to customers on future charger sales. Consequently, a liability has been recognised in respect of the unfulfilled performance obligation under “Long-term deferred income” and “Contract liabilities” in the balance sheet. As of December 31, 2025, there is a balance pending allocation to revenue of Euros 1,425 thousand classified as long-term, and Euros 1,201 thousand classified as short-term.

19. EXPENSES AND NET OTHER INCOME

A. Changes in inventories and raw materials and consumables used

Details of changes in inventories and raw materials and consumables used are as follows:

	Year ended December 31,
(In thousand Euros)	2025			2024		2023
Consumption of finished goods, raw materials and other consumables		86,186			93,426		87,933
Scrap stock, slow moving & obsolete accrual		(78	)		5,275		999
Work carried out by other companies		3,567			8,176		6,571
Impairment of assets (see Note 11)		(93	)		1,043		—
Total		89,582			107,920		95,503

Changes to inventories are recorded within the consumption of finished goods, raw materials and other consumables caption.

F-54

WALLBOX N.V.

Notes to the consolidated financial statements

B. Operating expenses

Operating expenses are primarily as follows:

	Year ended December 31,
(In thousand Euros)	2025			2024			2023
Professional services		8,565			11,686			11,591
Marketing expenses		3,038			4,831			10,387
Delivery		5,123			4,462			4,580
External temporary workers		1,669			2,306			2,599
Office expense		5,763			7,428			7,970
Insurance premium		1,711			1,918			2,330
Utilities and similar expenses		3,733			4,573			3,310
Online platforms fees		637			385			1,212
Customs duty tax		1,747			533			577
Travel expenses		1,825			2,164			2,581
Short-term and low value leases		786			1,785			2,314
Bank Services		434			822			738
Sales commissions		1,120			799			867
Non recurrent expenses		2,430			242			143
Expected credit loss for trade and other receivables (Note 12)		154			(176	)		(120	)
Repairs		1,711			2,246			1,362
Other impairment and losses (see Note 12)		777			2,264			2,013
Warranty provision (see Note 16)		(1,193	)		555			1,299
Other		2,671			5,266			4,035
Total		42,701			54,089			59,788

C. Net other income

Details of Net other income are primarily as follows:

	Year ended December 31,
(In thousand Euros)	2025			2024			2023
Negative Goodwill		—			—			11,166
Subsidies (Note 17)		1,965			1,198			1,706
Impact of disposals tangible assets (see Note 8)		(61	)		(1,029	)		—
Impact of disposals intangible assets (see Note 10)		—			(355	)		—
Other		(1,530	)		211			1,388
Total		374			25			14,260

20. EMPLOYEE BENEFITS

Details of employee benefits for the years ended December 31, 2025, 2024 and 2023 are as follows:

	Year ended December 31,
(In thousand Euros)	2025		2024		2023
Wages and salaries		40,561		54,028		49,228
Share-based payments		1,746		2,837		13,307
Social Security		9,254		14,623		18,701
Total		51,561		71,488		81,236

The Group has not entered into any defined contribution or defined benefit plans for which pensions costs are incurred. The majority of employees are working in Spain and are participating in a state pension plan for which the expenses are included in social security.

F-55

WALLBOX N.V.

Notes to the consolidated financial statements

Details of the personnel expense recognized for share-based payment transactions are as follows:

	Year ended December 31,
(In thousand Euros)	2025			2024			2023
Management stock option plan		—			143			2,915
RSU Employees		1,549			2,253			11,289
Performance based earn out in shares and RSU's management Ares		128			289			647
Performance based earn out in shares and RSU's management COIL		—			—			(744	)
RSU Management		397			1,006			1,508
ESPP		22			135			265
Capitalization of share-based payment transactions in intangible assets		(350	)		(989	)		(2,573	)
Total		1,746			2,837			13,307

Management Stock Option Plan

At a meeting held on July 25, 2018, the shareholders voted to implement a share-based plan (the “Management stock option plan” or “MSOP”) link with Wallbox Chargers and to provide a more direct incentive structure.

This arrangement was an equity-settled plan. Consequently, the Group recognizes a personnel expense against an increase in equity based on the fair value of the options at grant date, i.e., the day on which the Management Stock Option Plan contract is signed by the Company and the member of management.

Each of the tranches had vesting conditions linked to the employment of the beneficiaries and to their performance.

In accordance with the terms and conditions of the Transaction, these options will be available to be executed in exchange for Wallbox NV shares, Euros 0.12 par value (previously Euros 0.50 par value) in a period of 10 years from the Closing date, and each outstanding option was converted into 240.990795184659 options based on the “Exchange Ratio”. After the reverse stock split disclosed in Note 15, the nominal value of each Class A Share is Euro 2.40.

The Management Stock Option Plan grants management stock options to purchase Class A Shares at a per share exercise price equal to Euro 0.0021 (Euro 0.00042, after the reverse stock split disclosed in Note 15).

The Company records this share-based payments plan based on the estimated fair value of the award at the grant date and is recognized as an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award was based on the closest financial round of share capital issued for the firsts grants and the latest ones are based on the estimated market price of the Parent’s stock on the date of the grant, in practice the share price of Wallbox NV at the grant date is used during this reporting period.

Employee Stock Option Plan

During the COVID-19 pandemic, shareholders agreed to offer all employees of Wallbox Chargers, S.L.U. (the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a share-based payment plan (the “Employees Stock Options Plan” or “ESOP”) to receive stock options (the “Options”) to purchase a certain number of ordinary shares (the “Shares”) of Wallbox Chargers. Participation in this Plan was voluntary, and it was created as a cash saving measure, as it was offered in exchange for a reduction in the salaries of the Beneficiaries, which has resulted in strategic cash maintenance during the uncertain period caused by the COVID-19 pandemic. The exercise price of the options is Euros 0.50 (Euro 10, after the reverse stock split disclosed in Note 15). Furthermore, because of these savings, the Company was able to continue with its strategic plans and continues to hire the best professionals from the industry to exit the COVID-19 period with a strong position relative to its competitors.

This arrangement was an equity-settled plan. Consequently, the Group recognized a personnel expense against an increase in equity based on the fair value of the options at grant date, which in this case was May 1, 2020.

The Employee Stock Option Plan vesting period finished at the end of 2020 and all of the options granted were available for execution when one of the liquidity events defined in this Plan took place. In accordance with the terms and conditions of the Transaction, these options will be available for execution in exchange for Wallbox NV shares, Euros 0.12 par value (previously Euros 0.50 par value), in a period of 10 years from the Closing date, and each outstanding option was converted into 240.990795184659 options based on the “Exchange Ratio”. After the reverse stock split disclosed in Note 15, the nominal value of each Class A Share is Euro 2.40.

F-56

WALLBOX N.V.

Notes to the consolidated financial statements

The Company recorded this share-based payments plan based on the estimated fair value of the award at the grant date and recognizes an expense in the consolidated statements of profit or loss over the requisite service period. The estimated fair value of the award was based on the closest financial round of share capital issued for the firsts grants and the latest ones are based on the estimated market price of the Parent’s stock on the date of the grant, in practice the share price of Wallbox NV at the grant date is used during this reporting period.

Founders Stock Option Plan

At a meeting held on June 30, 2021, the shareholders of Wallbox Chargers, S.L.U. agreed to implement a share-based payment plan (Legacy Stock Option Program) to strengthen the bond with the founders of Wallbox and in order to align the interests of the founders with the creation of additional value for the Company. This would be accomplished via Options with a strike price at a valuation equal to or higher than current market value and by allowing the founders to benefit from more liquid Options which are fully vested and transferable from their date of concession.

In accordance with the terms and conditions of the Plan, these options will be available to be executed in exchange for Wallbox NV shares, Euros 0.12 par value (previously Euros 0.50 par value), and the exercise price of the options will be equivalent to Euros 1.93 per share after applying the “Exchange Ratio” of 240.990795184659 (previously Euros 466.24 per share). After the reverse stock split disclosed in Note 15, the nominal value of each Class A share is euro 2.40 and the exercise price is Euro 38.6.

The maximum number of Shares that shall underlie all of the Options included in this plan shall be, at the Effective Date, the equivalent of 50,680 shares of Wallbox Chargers, S.L.U. Options under this plan shall be granted on Class B ordinary shares of the Company.

The Board of Directors of the Company shall deliver a personal notice to each Beneficiary, with an invitation to participate in the Plan, which shall contain, among others, the number of Options granted to each Beneficiary; and, where appropriate, the individual conditions governing the participation of the Beneficiary in the Plan. For the purposes of this Plan, the date of concession shall be that date indicated in the Invitation Notice.

These invitations were sent in 2022, so the Group recognized the expense accordingly to the valuation of these options in 2022 as they vested following their grant. The Group valued each option at USD 8.66. To determine the fair value at grant date of these options the Group used American option chain, where each option has a maturity of 5 years.

Each beneficiary must comply with the following conditions in order to exercise the options:

• A lock-up period of three years, during which time they will be able to exercise the options proportionally on a monthly basis; however this lock up period was cancelled in December 2023.
• The Company has not initiated a Temporary Suspension of exercise; and
• Any other specific conditions included in the Beneficiary’s Invitation Notice have been fulfilled.

RSU for Employees

At a meeting held on April 6, 2022, the compensation committee approved the implementation of an Incentive Award Plan pursuant to which Awards of Restricted Stock Units (“RSU“) were granted to employees. Each RSU granted represents a right to receive one listed share of Wallbox NV at the end of each vesting period, subject to the grantee’s continued service through the applicable vesting date.

The RSUs vest according to the below schedule, subject to the grantee’s continued service through each applicable vesting date:

• 33% will vest on the 1st anniversary date as from the date of grant,
• 33% will vest on the 2nd anniversary date as from the date of grant.
• 34% will vest on the 3rd anniversary date as from the date of grant.

In addition, the Company granted RSUs to the employees of the subsidiaries acquired in the second half of 2022. These RSUs are subject to certain performance-based vesting conditions, which have been considered 100% covered when valuing these RSUs.

The Company records this share-based payments plan based on the estimated fair value of the award at the grant date and recognized an expense in the consolidated statements of profit or loss over the requisite service period. Considering that there is no exercise price applicable, the estimated fair value of the award is based on the listed share price of Wallbox, NV on the date of grant.

F-57

WALLBOX N.V.

Notes to the consolidated financial statements

RSUs for Management

At a meeting held on April 6, 2022, the compensation committee approved to grant an Incentive Award Plan pursuant to which awards of RSUs were granted to management. Each RSU granted represents a right to receive one listed share of Wallbox N.V. at the end of each vesting period, subject to continued service.

The RSUs are subject to service-based and performance-based vesting conditions and vest as follows:

• Serviced-based Condition: one third of the RSUs are subject to the service -based condition and will vest as follows:
• 50% of this 33% will vest on the 1st anniversary date as from the date of grant,
• 50% of this 33% will vest on the 2nd anniversary date as from the date of grant.
• Performance-based Condition: two-thirds of the RSUs are subject to the performance-based condition and will vest as follows:
• Period 1: 50% will vest:
• If between April 8, 2025 and April 8, 2029 (both dates included), at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $25 per share for any 20 trading days within any 30 trading days period.
• Accelerator event: If the Company announces results for Fourth Quarter and Full Year 2024 reporting (i) revenue of at least Euro 1 billion , (ii) the Company’s auditor confirms that the cash flows corresponding to 2024 is positive, and (iii) if from December 1, 2024, at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $25 per share for any 20 trading days within any 30 trading days period.
• Period 2: 50% will vest:
• If between April 8, 2027 and April 8, 2029 (both dates included), at any time, the closing stock price (the last price at which the Company stock trades during the regular trading session) equals or exceeds $30 per share for any 20 trading days within any 30 trading days period.

Also on November 11, 2022 the Compensation committee has approved granting new RSUs to certain management personnel of the group. These RSUs will vest according only to performance conditions which are aligned with the performance conditions disclosed above.

The Group has valued each RSU, under such plan as follows:

Service-based Condition: This fair value has been determined by discounting the forward price of Wallbox NV stock at each vesting date. The price in this tranche has been based on the spot price at grant date.

Performance-based Condition: This fair value has been based on Wallbox’s price developments according to the Black-Scholes model. Prices for each averaging window are obtained via Monte Carlo simulation.

In addition, during 2023, the Company granted RSUs to members of the Board of Directors. These RSUs have fully vested in 2023.

ESPP

In January 2023, the Group launched an offering period under the Amended and Restated 2021 Employee Stock Purchase Plan (“ESPP”) for a length of one year, with the purpose of increasing employee engagement and motivation. This program has been extended for the subsequent years considering two open windows per year where the employees can decide to join or leave the plan. The offering has been designed in accordance with the share-based payments plan approved by the Company upon listing in October 2021. The Employee Stock Purchase Plan consists of an offer to buy a maximum of 20,000 shares by each of the Company’s employees who participates in the ESPP with a discount of up to 15%, with a limit of 1% to 10% of annual salary per year. This program has been discontinued in 2025.

F-58

WALLBOX N.V.

Notes to the consolidated financial statements

Movements during the year

The following table illustrates the movements in stock options at December 31, excluding earn out payments in shares for the business combinations in 2022:

Number of warrants	ESOP			MSOP			Founders			RSU Employees			RSU Management			RSU Coil & Ares			Total
At December 31, 2024		675,691			1,932,862			1,013,609			2,333,924			2,596,440			222,800			8,775,326
Granted		—			—			—			1,704,758			—			—			1,704,758
Exercised		(2,280	)		(92,822	)		—			(794,224	)		(375,000	)		(284	)		(1,264,610	)
Reverse stock split		(641,874	)		(1,816,126	)		(962,929	)		(1,766,120	)		(1,825,366	)		(181,118	)		(7,193,533	)
Cancelled		—			—			—			(694,849	)		(334,168	)		(32,148	)		(1,061,165	)
At December 31, 2025		31,537			23,914			50,680			783,489			61,906			9,250			960,776
Number of warrants	ESOP			MSOP			Founders		RSU Employees			RSU Management			RSU Coil & Ares			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
At December 31, 2023		910,382			3,003,867			1,013,609		2,984,802			1,458,334			350,615			9,721,609
Granted		—			—			—		1,822,625			1,720,415			—			3,543,040
Exercised		(229,291	)		(1,063,152	)		—		(1,101,262	)		(248,976	)		(95,926	)		(2,738,607	)
Other		(5,400	)		5,400			—		—			—			—
Cancelled		—			(13,253	)		—		(1,372,241	)		(333,333	)		(31,889	)		(1,750,716	)
At December 31, 2024		675,691			1,932,862			1,013,609		2,333,924			2,596,440			222,800			8,775,326
Number of warrants	ESOP			MSOP			Founders			RSU Employees			RSU Management			RSU Coil & Ares			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
At December 31, 2022		1,285,619			6,238,316			1,033,609			2,027,765			2,000,000			496,019			13,081,328
Granted		—			38,610			—			2,425,280			—			—			2,463,890
Exercised		(375,237	)		(3,271,405	)		(20,000	)		(944,298	)		(249,999	)		(145,404	)		(5,006,343	)
Cancelled		—			(1,654	)		—			(523,945	)		(291,667	)		—			(817,266	)
At December 31, 2023		910,382			3,003,867			1,013,609			2,984,802			1,458,334			350,615			9,721,609

The number of exercisable options at December 31, 2025, 2024 and 2023:

Number of exercisable options	2025		2024		2023
ESOP		31,537		675,691		910,382
MSOP		23,914		1,932,862		2,729,650
Founders		50,680		1,013,609		1,013,609
RSU		—		—		—
Total		106,131		3,622,162		4,653,641

The ESOPs and MSOP’s weren’t exercisable until an “Exit event” occurred. As the company was listed as from October 2021, the vested options became exercisable. As a listing on a stock market qualifies as an “Exit event”.

The weighted average fair value and exercise price for each plan is calculated as follows, excluding earn out payments in shares for the business combinations in 2022:

	Units						Exercise price						Average fair value						Remaining
	2025		2024		2023		2025		2024		2023		2025		2024		2023		contractual life
Management stock option plan		23,914		1,932,862		3,003,867		0.042		0.0021		0.0021		61.40		3.07		2.91	All options are vested
Employee stock option plan		31,537		675,691		910,382		—		—		—		18.20		0.91		0.88	All options are vested
Founder Stock options plan		50,680		1,013,609		1,013,609		38.60		1.93		1.93		158.60		7.93		7.93	All options are vested
RSU Employees		783,489		2,333,924		2,984,802		—		—		—		4.49		0.33		1.55	2026-2028
RSU Coil & Ares		9,250		222,800		350,615		—		—		—		188.60		9.43		9.43	All options are vested
RSU Management		61,906		2,596,440		1,458,334		—		—		—		23.61		1.44		2.81	2026-2028
		960,776		8,775,326		9,721,609

F-59

WALLBOX N.V.

Notes to the consolidated financial statements

21. FINANCIAL INCOME AND EXPENSES

Details of financial income and expenses are as follows:

(In thousand Euros)	Note	December 31, 2025		December 31, 2024		December 31, 2023
Financial income
Fair value gain on financial investments			122		1,932		1,127
Fair Value of derivative			—		—		191
Other finance income			411		13		154
Total financial income			533		1,945		1,472
Financial expenses
Interest and fees on bank loans	12		16,097		19,957		13,791
Interest on leases	9		1,739		1,911		1,341
Fair value of derivative			55		101		—
Financial expenses from provisions update	16		29		1,669		—
Other finance costs			—		42		115
Total financial expenses			17,920		23,680		15,247
(In thousand Euros)	December 31, 2025		December 31, 2024			December 31, 2023
---	---	---	---	---	---	---	---
Exchange differences		11,663		(4,044	)		1,466
Total		11,663		(4,044	)		1,466

22. LOSS PER SHARE

Basic loss per share is calculated by dividing net loss for the year attributable to equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year.

As the Company had losses in all three periods, potential issuable ordinary shares from Management Stock Options, Employee Stock Options, RSU plans and Warrants are not dilutive (losses per share would be less and anti-dilution would exist). Hence, these shares are not considered in the calculation of losses per diluted share.

Details of the calculation of basic and diluted earnings/loss per share are as follows:

	Year ended December 31,
(In thousand Euros)	2025			2024			2023
Loss for the year		(103,195	)		(151,792	)		(112,071	)
Dilutive effects on earnings per share		—			—			—
Total loss for basic and diluted earnings per share		(103,195	)		(151,792	)		(112,071	)
Number of shares	December 31, 2025			December 31, 2024 (*)			December 31, 2023 (*)
Weighted average number of ordinary shares for basic and diluted earnings per share (thousand shares)		154,115			11,562			9,384
(In Euros)	December 31, 2025			December 31, 2024			December 31, 2023
Basic and diluted losses per share		(0.67	)		(13.13	)		(11.94	)

(*) As a consequence of the reverse stock split described in Note 15, and in accordance with IAS 33, the Company has restated the comparative information.

23. TAX CREDIT AND OTHER RECEIVABLES/OTHER PAYABLES

F-60

WALLBOX N.V.

Notes to the consolidated financial statements

A. Tax credit and other receivables/Other payables

(In thousand Euros)	December 31, 2025		December 31, 2024
VAT receivable		1,857		2,740
Government grants receivable		607		1,872
Income tax credit receivable (short term)		1,027		1,073
Income tax credit receivable (long term)		4,639		6,047
Other tax receivable		130		181
Tax credit and other receivables		8,260		11,913
(In thousand Euros)	December 31, 2025		December 31, 2024
---	---	---	---	---
VAT payable		2,980		1,612
Social Security payable		2,146		307
Personal Income Tax payable		1,804		1,152
Deferred tax liabilities		2,675		3,412
Deferred tax liabilities and other payables		9,605		6,483

B. Amounts recognized in profit or loss

	Year ended December 31,
(In thousand Euros)	2025			2024			2023
Loss before Tax / Profit		(103,108	)		(158,515	)		(112,774	)
Tax income (at 25%)		25,777			39,629			28,150
Unrecognized deferred tax assets on tax losses and temporary differences		(25,777	)		(39,629	)		(28,150	)
R&D tax credits		395			(1,064	)		(685	)
Other movements		(308	)		(5,659	)		(18	)
Income tax credit		87			(6,723	)		(703	)

As Wallbox N.V. is a Spanish tax resident, is the corporate tax rate of Spain is being used, which is a nominal tax rate of 25%.

Deductible temporary differences for which no deferred tax assets have been recognized totaled Euros 33,328 thousand at December 31, 2025. At December 31, 2024 deductible temporary differences for which no deferred tax asset were recognized in the statement of financial position amounted to Euros 28,926 thousand.

The amount of Euros 33,328 thousand (Euros 28,926 thousand at 2024) was related to deductible temporary differences generated in the current year, primarily associated with the impairment recognized, share-based payment plan provision, obsolescence provision and part of the financial expenses, and also the temporary differences related to IFRS 16.

At December 31, details of unrecognized tax losses to be offset in the future are as follows:

(In thousand Euros)	December 31, 2025		December 31, 2024
2015		47		47
2016		439		439
2017		56		56
2018		1,579		1,579
2019		3,318		3,318
2020		9,025		9,025
2021		122,456		122,456
2022		3,167		3,167
2023		41,962		41,962
2024		80,676		80,676
2025		65,803		-
Total		328,528		262,725

The tax losses detailed above correspond to the Spanish tax consolidated headed by Wallbox NV. There is no time limit to apply these tax losses. Additionally, the unrecognized tax losses of Wallbox USA Inc amount to Euros 76,587 thousand as of December 31, 2025 (Euros 73,464 thousand as of December 31, 2024). Regarding ABL GmbH, the unrecognized tax losses amount to Euros 22,271 as of December 31,

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WALLBOX N.V.

Notes to the consolidated financial statements

2025 (Euros 16,494 thousand as of December 31, 2024). The unrecognized tax losses of the rest of the subsidiaries amount to Euro 20,169 thousand (Euros 16,068 thousand as of December 31, 2024).

Tax losses may be offset indefinitely in the future. The existence of unused tax losses, as well as the lack of track record of generating tax profits, evidences that future taxable profit may not be available to the Group, at least for the near and medium term, as the Company is early stage. Having considered all evidence available and the current investment phase, management determined that there was insufficient positive evidence to support the fact that it is probable that future taxable profits will be available against which to offset the tax losses. Accordingly, no deferred tax asset is recognized in the financial statements.

24. GROUP INFORMATION

A. Related parties

Details of transactions and balances with related parties are as follows:

	Year ended December 31, 2025
(In Thousand Euros)	Shareholders		Joint Venture		Key management		Total
Revenue		—		—		—		—
Interest		—		—		—		—
Impairment of financial assets		—		—		—		—
Statement of financial position
Accounts receivables and accounts payables		—		—		—		—
	Year ended December 31, 2024
---	---	---	---	---	---	---	---	---
(In Thousand Euros)	Shareholders		Joint Venture		Key management		Total
Revenue		—		—		—		—
Interest		—		—		—		—
Impairment of financial assets		—		—		—		—
Statement of financial position
Accounts receivables and accounts payables		—		—		—		—
	Year ended December 31, 2023
---	---	---	---	---	---	---	---	---
(In Thousand Euros)	Shareholders		Joint Venture		Key management		Total
Statement of profit or loss
Revenue		328		—		—		328
Statement of financial position
Accounts receivables and accounts payables		369		—		—		369

Only revenues to shareholders holding a minimal interest in the Group of 50% has been disclosed as a related party transaction in accordance with IAS 24 definitions.

In connection with the June 2025 private placement of Class A Shares, Orilla Asset Management, S.L. purchased 9,037,804 Class A Shares, AM Gestio, S.L. purchased 2,259,451 Class A Shares, Consilium, S.L. purchased 1,671,994 Class A Shares, Iberdrola, S.A. purchased 4,518,902 Class A Shares, Mingkiri, S.L. purchased 2,259,451 Class A Shares and Kariega Ventures S.L. purchased 2,711,342 Class A Shares, in each case, at price of $0.25 per share.

In connection with the February 2025 private placement of Class A Shares, Enric Asuncion Escorsa purchased 135,209 Class A Shares, Orilla Asset Management, S.L. purchased 11,333,694 Class A Shares, AM Gestio, S.L. purchased 2,833,424 Class A Shares, Consilium, S.L. purchased 2,487,832 Class A Shares, Inversiones Financieras Perseo, S.L. purchased 5,666,847 Class A Shares, Mingkiri, S.L. purchased 2,833,424 Class A Shares and Infisol 3000, S.L. purchased 1,416,712 Class A Shares, in each case, at price of $0.37 per share.

F-62

WALLBOX N.V.

Notes to the consolidated financial statements

In connection with the August 2024 private placement of Class A Shares, Enric Asuncion Escorsa purchased 40,372 Class A Shares, Orilla Asset Management, S.L. purchased 4,279,371 Class A Shares, AM Gestio, S.L. purchased 1,614,857 Class A Shares, Consilium, S.L. purchased 2,139,686 Class A Shares and Generac Power Systems, Inc purchased 28,259,991 Class A Shares , in each case, at price of $1.24 per share.

B. Remuneration of Directors and Key Management

The remuneration expenses recorded for the members of the Board of Directors in 2025, 2024 and 2023 are as follows:

	Year ended December 31,
(thousand Euros)	2025		2024		2023
Short-term benefits		431		394		436
Cost of non-executive directors		—		465		424
Share-based payment plan expenses		—		—		1,078
Total		431		859		1,938

Details of the remuneration expenses recorded for the Company’s senior management (excluding the executive members of the Board of Directors) are as follows:

	Year ended December 31,
(thousand Euros)	2025		2024		2023
Short-term benefits		1,401		1,602		1,724
Termination benefits		192		325		14
Share-based payment plan expenses		519		1,383		2,863
Total		2,112		3,310		4,601

No expenses for post-employment benefits were incurred during 2025, 2024 and 2023.

At December 31, 2025 and 2024 the group had no pension or life insurance obligations with members of senior management.

At December 31, 2025 and 2024 no advances or loans had been granted to members of senior management, nor had the Company extended any guarantees on their behalf.

During 2025, public liability insurance premiums of Euros 602 thousand (Euros 523 thousand in 2024) had been incurred to be covered for damages or losses that may be incurred by directors in the performance of their duties. These insurance premiums do however not form part of the remuneration of the Directors and has therefore not be included in the table above.

25. FINANCIAL RISK MANAGEMENT

Risk management policies are established by management, having previously been approved by the Company’s directors. Based on these policies, the Finance department has established a number of procedures and controls to identify, measure and manage risks associated with the use of financial instruments. These policies, inter alia, prohibit the Company from speculating with derivatives.

Any activity involving financial instruments exposes the Company to credit risk, market risk and liquidity risk.

a) Credit risk

Credit risk arises from possible losses deriving from failure to comply with contractual obligations on the part of the Group’s counterparties, i.e., the possibility of not recovering financial assets at the amount recognized and within the established term.

The maximum credit risk exposure is as follows:

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WALLBOX N.V.

Notes to the consolidated financial statements

	December 31, 2025				December 31, 2024
(In thousand Euros)	Non-current		Current		Non-current			Current
Customer sales and services		—		28,416		—	—		29,243
Other receivables		—		19		—	—		428
Loans to employees		180		—		180			—
Trade and other financial receivables		180		28,435		180			29,671
Loans granted to Joint Venture		—		—		—			—
Guarantee deposit		1,387		—		1,170			—
Non-current financial assets		1,387		—		1,170			—
Guarantee deposit		—		164		—			209
Financial investments		—		4,969		—			25,901
Other current financial assets		—		5,133		—			26,110
Total		1,567		33,568		1,350			55,781

The Sales and Finance departments establish credit limits for each customer based on information received from an entity specializing in commercial solvency analysis. Refer to Note 12B for further disclosure on the expected credit loss of customer sales and services.

b) Market risk

Market risk arises from possible losses deriving from fluctuations in the fair value or in future cash flows of financial instruments because of changes in market prices. Market risk includes interest rate, currency and other price risks.

Interest rate risk

Interest rate risk arises from possible losses due to changes in the fair value or the future cash flows of a financial instrument because of fluctuations in market interest rates.

(In thousand Euros)	Currency		December 31, 2024
Fixed rate Loan		15,996		16,799
Floating rate loan		148,670		181,670
Total		164,666		198,469

All values are in Euros.

A 100 basis point change in interest rates would mean an increase (decrease) in profit or loss at December 31, 2025 of Euros 1,965 thousand (Euros (2,027) thousand at December 31, 2024). This calculation assumes that the change occurred on the date of the report applied to the risk exposures existing on that date. This analysis assumes that all other variables are held constant and considers the effect of interest rates.

	2025					2024					2023
(In thousand Euros)	Profit or loss					Profit or loss					Profit or loss
	100 bp increase			100 bp decrease		100 bp increase			100 bp decrease		100 bp increase			100 bp decrease
Floating rate loan		(1,965	)		1,965		(2,027	)		2,027		(1,951	)		1,951

Currency risk

Currency risk is the risk of possible losses due to changes in the fair value of and future cash flows from financial instruments as a result of exchange rate fluctuations.

Cash and cash equivalents, trade and other financial receivables and other current assets / deferred charges are primarily the items included within the Group’s assets and liabilities that are denominated in a currency other than the functional currency.

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WALLBOX N.V.

Notes to the consolidated financial statements

The following table shows the sensitivity of monetary assets and liabilities to a reasonably possible strengthening (weakening) of the Euro in each of the foreign currencies as of December 31. This analysis assumes that all other variables, particularly interest rates, remain constant and ignores any impact from anticipated sales and purchases. The Group’s exposure to foreign currency exchange for all other currencies is not significant.

					2024					2023
					Profit or loss					Profit or loss
(In thousand Euros)			Weakening		Strengthening			Weakening		Strengthening			Weakening
(10% movement)	(2,234	)		2,730		(2,251	)		2,752		(1,270	)		1,552

All values are in US Dollars.

Other market price risk

The Group has derivative warrant liabilities (see Note 13) measured at FVTPL.

The derivative warrant liabilities of Euros 70 thousand at December 31, 2025 (Euros 2,168 thousand at December 31, 2024) included a fair value adjustment of Euros 1,910 thousand compared to December 31, 2024.

A change of the warrant price by 1% would result in an increase/decrease of the underlying warrant liabilities of Euros 1 thousand (2024: Euros 22 thousand).

c) Liquidity risk

Liquidity risk arises where the Group might not hold, or have access to, sufficient liquid funds at an appropriate cost to settle its payment obligations at any given time.

Details of working capital are as follows:

(In thousand Euros)	December 31, 2025			December 31, 2024
Current assets		97,423			158,367
Current liabilities		172,149			175,751
Total		(74,726	)		(17,384	)

Refer to note 2 for details about the debt restructuring, the group financial position and the going concern assumptions applied in preparing the consolidated financial statements.

Details of the maturities, by year, of the principal of the loans and borrowings at December 31, are as follows:

	December 31, 2025
(In Euros)	Capital		Interest		Total
2026		106,197		3,705		109,902
2027		30,524		2,369		32,893
2028		17,841		931		18,772
2029		3,457		138		3,595
2030		546		3		549
More than five years		2,397		4		2,401
Total		160,962		7,150		168,112
	December 31, 2024
---	---	---	---	---	---	---
(In Euros)	Capital		Interest		Total
2025		131,810		7,293		139,103
2026		28,504		5,458		33,962
2027		19,371		2,174		21,545
2028		13,020		794		13,814
2029		3,217		139		3,356
More than five years		2,547		7		2,554
Total		198,469		15,865		214,334

F-65

WALLBOX N.V.

Notes to the consolidated financial statements

d) Capital management

For the purpose of the Group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Parent. The primary objective of the Group’s capital management is to maximize shareholder value. The Group manages its capital structure and makes adjustments to compensate for changes in economic conditions or its financial requirements in order to execute its business plans. The Group may also issue new shares or issue/repay debt financial instruments to maintain or adjust the capital structure. The Group monitors capital management to ensure that it meets its financial needs to achieve its business objectives while maintaining its solvency.

No changes were made in the objectives, policies or processes for managing capital during the years ended December 31, 2025 and 2024.

26. EVENTS AFTER THE REPORTING PERIOD

After the reporting date of December 31, 2025, the following significant events have occurred:

In December 2025 the Company and certain of its subsidiaries submitted a formal communication to initiate negotiations with its lenders and other creditors before the Spanish courts under the applicable legal framework to facilitate the execution of the restructuring plan. On March 4, 2026, the court authorized an extension of the negotiation period for up to additional three months.

On April 8, 2026, the Commercial Agreement was signed together with the restructuring plan and binding offers from shareholders for the additional equity raise of €10.6 million. The Spanish restructuring plan will be filed in the coming days for judicial approval in accordance with applicable Spanish law.

The Commercial Agreement effectively restructures existing loans and borrowings and includes a long-term debt facility structured in two tranches: 1) a €57.6 million syndicated term loan featuring a back-loaded amortization schedule, beginning with limited quarterly payments in Q3 2026 that scale gradually through 2030; and 2) a €69.1 million bullet instrument maturing in December 2030 with “payment in kind” interest to preserve immediate cash position. The Agreement also includes a €42.8 million syndicated working capital line maturing in December 2028 and including two successive automatic 12-month extensions to support operational scaling and new debt of €12.5 million ("New Money") for trade commitments. No covenants have been established.

All restructured financial debt pursuant to the restructuring plan and the New Money will share a single, common security package (the “New Security”) with such arrangements to be reflected in an intercreditor agreement that forms part of the restructuring plan. The New Security will consist of first demand guarantees from the key Group companies, pledges over 100 per cent of the shares in the Group’s main operating subsidiaries, security over core intellectual property, material commercial contracts and, in the case of Wallbox USA, stock, and pledges over key bank accounts and intercompany loans. In practice, this means that substantially all the Group’s material operating entities, shareholdings, cash balances, intellectual property and intragroup receivables within the scope of the restructuring plan will be pledged on a pari passu basis in favor of all secured financial creditors following implementation of the restructuring plan.

In addition, following the Effective Date and once Chargers has been transformed into a Spanish public limited liability company, Chargers will issue warrants or equivalent instruments convertible into Chargers’ shares (the “Chargers Warrants”) in favor of the Financial Creditors as an enforcement mechanism that may be exercised in the event of an acceleration under the Term Loan Framework Agreement, the Revolving Facilities Framework Agreement and the agreements comprising the New Money.

On April 8, 2026, the Company entered into a bridge loan agreement with ORILLA ASSET MANAGEMENT, S.L., INVERSIONES FINANCIERAS PERSEO, S.L., AM GESTIÓ, S.L., CONSILIUM, S.L. and ANANGU GRUP, S.L., for an aggregate principal amount of EUR 5,650,000. The due date will be the date of the aforementioned capital increase or, at the latest, October 8, 2026.

Likewise, on the same date, WALL BOX CHARGERS, S.L.U. entered into a bridge loan agreement with the Company’s major lenders for an aggregate principal amount of €5.35 million. The due date will be when the restructuring plan formally comes into effect.

F-66

27. DETAILS OF WALLBOX GROUP SUBSIDIARIES

				% Equity interest
Company name	Registered office	Activity	Company holding<br>investment	December 31,<br>2025	December 31,<br>2024	Consolidation<br>method
Wall Box Chargers, S.L.U.	Paseo de la Castellana, 95. Planta 28, 28046, Madrid, Spain	Retail innovative solutions for charging Electric Vehicles	Wallbox NV	100%	100%	*		Fully consolidated
Kensington Capital Acquisition Corp II	1400 Old Country Road, Suite 301, Westbury, NY 11590	Special purpose acquisition company	Wallbox NV	100%	100%	*		Fully consolidated
Wallbox UK Limited	378-380 Deansgate, Manchester, United Kingdom M3 4LY	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
SAS Wallbox France	Avenue des Champs Elysées 102, 75008, Paris, France	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
WBC Wallbox Chargers Deutschland GmbH	Leopoldstraße 23, 80802 München, Germany	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Wallbox Italy, S.R.L.	Piazza Tre Torri 2, 20145 CAP, Milano, Italy	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Wallbox Netherlands B.V.	Overhoeksplein 1, Amsterdam 1031 KS, <br>Netherlands	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Wallbox USA Inc.	2240 Forum Drive, Arlington, TX 76010, USA	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Wallbox Shanghai Ldt.	Room 06-116,6F, No.482,488,492,518 Xinjiang <br>Road, Jingan District, Shanghai, China	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Wallbox AS	Professor Olav Hanssens vei 7A, 4021 Stavanger, Norway	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Wallbox ApS	C/O Azets Insight A/S Lyskær 3C, 2, 2730 <br>Herlev, Denmark	Retail innovative solutions for charging Electric Vehicles	Wallbox Norway AS	100%	100%		—	Fully consolidated
Wallbox AB	C/O WEWORK Malmskillnadsgatan, 32, <br>Stockholm, 5 111 51, Sweden	Retail innovative solutions for charging Electric Vehicles	Wallbox Norway AS	100%	100%		—	Fully consolidated
Wallbox Oy	Azets Insight Oy PB, 1, Azets 00028, Finland	Retail innovative solutions for charging Electric Vehicles	Wallbox Norway AS	100%	100%		—	Fully consolidated
Electromaps, S.L.U.	Calle Foc 68, 08038, Barcelona, Spain	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Coil, Inc.	1307 Hayes Street Suite 5<br>San Francisco, CA 94117 US	EV Charge installer	Wallbox USA, Inc.	100%	100%		—	Fully consolidated
AR Electronics Solutions, S.L.U.	Calle Foc 68, 08038, Barcelona, Spain	Manufacture of Electronical components	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Wallbox Australia PTY, Ltd	152 Elizabeth Street - Level 4 - Melbourne VIC 3000	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
WBX Chargers Portugal, Unipessoal Lda	Rua de Vilar, 235 Edifício Scala, 2 andar Porto <br>4050 626, Portugal	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
Wallbox Belgium BV	Pegasuslaan 5, 1831 Machelen, Belgium	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	100%	100%		—	Fully consolidated
ABL Gmbh (1)	Albert-Büttner-Straße 11,<br>91207 Lauf / Pegnitz, Deutschland	Retail innovative solutions for charging Electric Vehicles	Wall Box Chargers, S.L.U.	79%	75%		—	Fully consolidated
ABL Morocco S.A.	Lot 2, Ilot 72<br>Tanger 90100, Morocco	Retail innovative solutions for charging Electric Vehicles	ABL Gmbh	99%	99%		—	Fully consolidated
ABL Nederland B.V.	Meander 251<br>6825 MC Arnhem, Netherlands	Retail innovative solutions for charging Electric Vehicles	ABL Gmbh	100%	100%		—	Fully consolidated
ABL (Shangai) Co. Ltd	Yuandong Building, No. 1101 Pudong South Road,200120 Shanghai, China	Retail innovative solutions for charging Electric Vehicles	ABL Gmbh	100%	100%		—	Fully consolidated

(*) direct ownership

(-) indirect ownership

(1) ABL GmbH is using the exemption rules acc. Sec. 264 (3) German commercial law to the extent that ABL GmbH isn’t required to (prepare) audit and publish their statutory financial statement as of 31st December 2023, 2024 and 2025.

F-67

EX-2.1

Exhibit 2.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Wallbox N.V. has one class of securities and one class of warrants registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References herein to “we,” “us,” “our” and the “Company” refer to Wallbox N.V. and not to any of its subsidiaries.

The following description of our securities and certain provisions of our Articles of Association are summaries and are qualified in their entirety by reference to the full text of our Articles of Association and the Warrant Assignment, Assumption and Amended & Restated Warrant Agreement, dated October 1, 2021 (the “Wallbox Warrant Agreement”), which have been publicly filed with the Securities and Exchange Commission (the “SEC”). We encourage you to read our Articles of Association, Wallbox Warrant Agreement and the applicable provisions of the Dutch law. Terms not defined in this Exhibit 2.1 shall have the meaning ascribed to them in the Articles of Association, the Wallbox Warrant Agreement and the Annual Report on Form 20-F, as applicable.

SHARE CAPITAL AND ARTICLES OF ASSOCIATION

Share Capital

Authorized Share Capital

Wallbox has three classes of shares: (i) Class A ordinary shares, each with a nominal value of €0.12 (the “Class A Shares”), (ii) Class B ordinary shares, each with a nominal value of €1.20 (the “Class B Shares”), and (iii) conversion shares, each with a nominal value of €1.08 (the “Conversion Shares”). Upon the conversion of one or more Class B Shares into Class A Shares and Conversion Shares, the authorized capital shall decrease with the number of Class B Shares so converted and shall increase with the number of Class A Shares and Conversion Shares into which such Class B Shares were converted. See “— Conversion of Shares” below. As of December 31, 2023, Wallbox’s authorized share capital amounts to €108,000,002.16. Following and pursuant to (i) a conversion of 20,000 Class B Shares into Class A Shares and Conversion Shares on March 22, 2023 and (ii) a conversion of 1,000,000 Class B Shares into Class A Shares and Conversion Shares on June 7, 2023, in accordance with Clause 5 of the articles of association, Wallbox’s authorized share capital is divided into 401,020,000 Class A Shares, 48,980,000 Class B Shares and 1,020,002 Conversion Shares.

Under Dutch law, the authorized share capital is the maximum share capital that Wallbox may issue without amending the articles of association.

Form of Shares

Pursuant to the articles of association, Wallbox’s shares (the “Shares”) are registered shares.

Transfer of Shares

Under Dutch law, transfers of Shares (other than in book-entry form) shall require a deed executed for that purpose and, save in the event Wallbox itself is a party to such legal act, written acknowledgement by Wallbox of the transfer.

Under the articles of association, if and as long as one or more Class A Shares are admitted to trading on the NYSE, or if it may reasonably be expected that one or more Class A Shares shall shortly be admitted to trading on the NYSE, Wallbox’s board of directors (the “Board”) may resolve that the laws of the State of New York, United States of America, shall apply to the property law aspects of the Class A Shares, subject to certain overriding exceptions under the Dutch Civil Code. Such resolution and the revocation thereof shall be made available for inspection on the Wallbox’s website and at the Dutch trade register. The Board has adopted such resolution.

Conversion of Shares

Class A Shares are not convertible into any other shares of capital stock of Wallbox. Each Class B Share is convertible at any time at the option of the holder into one Class A Share and one Conversion Share. In addition, Class B Shares shall automatically convert into Class A Shares and Conversion Shares in the same ratio referred above, upon the occurrence of a conversion event set forth by the Wallbox articles

of association, including (i) the sale or transfer of such shares, but excluding certain transfers permitted by the Wallbox’s articles of association, or (ii) the death or disability of the excluded holder (within the meaning of the Wallbox articles of association) of such shares, and with effect as of the conversion date (being the date that the non-executive directors determine, in their sole discretion, that a conversion event has occurred).

Notwithstanding the foregoing, all outstanding Class B Shares shall convert into Class A Shares and Conversion Shares in the same ratio referred above, upon the occurrence of the final conversion event (and with effect as per the date on which Wallbox becomes aware the final conversion event has occurred), being: (i) the date set by the Board that is no less than 61 days and no more than 180 days following the date after the date on which the aggregate number of issued and outstanding Class B Shares held (jointly) by the holders that were issued Class B Shares pursuant to the Business Combination Agreement, and their permitted transferees, represents less than 20% of the aggregate number of issued and outstanding Class B Shares held by the initial holders on the date on which Wallbox issues Class B Shares for the first time; or (ii) the date set by the meeting of holders of Class B Shares.

Upon the occurrence of a conversion event, the shareholder concerned shall be obliged to notify the Board thereof by means of a written notice addressed to the Board.

If a Conversion Share is held by anyone other than Wallbox (the “Transferor”), such Transferor shall be obliged to offer and transfer such Conversion Shares to Wallbox unencumbered (without any usufruct, right of pledge, attachment or other encumbrance and without depositary receipts issued for such Conversion Shares) and for no consideration. If and for as long as the Transferor fails to offer and transfer the relevant Conversion Shares to Wallbox, the voting rights, meeting rights and rights to receive distributions attached to the relevant Conversion Shares are suspended. If the Transferor fails to offer and transfer the relevant Conversion Shares to Wallbox within the number of days after the conversion date set forth by the Wallbox articles of association, Wallbox is irrevocably empowered and authorized to offer and transfer the relevant Conversion Shares to Wallbox and until such transaction occurs.

The end result of the conversion of Class B Shares and subsequent transfer to Wallbox of Conversion Shares is that a Wallbox shareholder will hold one Class A Share for each Class B Share it held at the time of conversion.

Issuance of Shares and Pre-emptive Rights

Issuance of Shares

Under Dutch law, the general meeting of Wallbox is authorized to issue Shares or to grant rights to subscribe for Shares and to restrict and/or exclude statutory pre-emptive rights in relation to the issuance of Shares or the granting of rights to subscribe for Shares. The general meeting of Wallbox may designate the Board competent to issue Shares (or grant rights to subscribe for Shares) and to determine the issue price and other conditions of the issue for a specified period not exceeding five years (which period can be extended from time to time for further periods not exceeding five years).

Such designation by the general meeting of Wallbox must state the number of Shares that may be issued. The designation of the Board by the general meeting of Wallbox cannot be withdrawn unless determined otherwise at the time of designation. A resolution of the Board to issue Shares (or grant rights to subscribe for Shares) and a resolution to designate the Board thereto can only be adopted at the proposal of the Board. The general meeting of Wallbox shall, in addition to the Board, remain authorized to issue Shares if such is specifically stipulated in the resolution authorizing the Board to issue Shares.

For a period of 5 years commencing on the date of completion of the Business Combination, the Board has been irrevocably authorized to issue Shares (and to grant rights to subscribe for Shares).

Pre-emptive Rights

Under Dutch law and the articles of association, each shareholder has a pre-emptive right in proportion to the aggregate amount of its Class A Shares and Class B Shares upon the issuance of Class A Shares and Class B Shares (or the granting of rights to subscribe for Class A Shares and Class B Shares). No pre-emptive rights shall apply in respect of any issuance of Conversion Shares. This pre-emptive right does not apply to: (i) Shares issued to employees of Wallbox or a group company of Wallbox as referred to in Section 2:24b Dutch Civil Code, (ii) Shares that are issued against payment other than in cash; and (iii) Shares issued to a person exercising a previously granted right to subscribe for Shares.

The pre-emptive rights in respect of newly issued Shares or the granting of rights to subscribe for Shares may be restricted or excluded by a resolution of the general meeting of Wallbox. Pre-emptive rights may also be limited or excluded by a resolution of the Board if the Board has been designated thereto by the general meeting of Wallbox for a specific period and with due observance of applicable statutory provisions, and the Board has also been designated to issue Shares.

A resolution of the general meeting of Wallbox to limit or exclude pre-emptive rights or a resolution to designate the Board thereto, can only be adopted at the proposal of the Board, and requires a majority of at least two-thirds of the votes cast, if less than half of the issued share capital of Wallbox is present or represented at the general meeting. Unless otherwise stipulated at its grant the designation may not be withdrawn.

If the resolution of the general meeting of Wallbox to issue Shares or to designate the authority to issue Shares to the Board is detrimental to the rights of holders of a specific class of Shares, the validity of such resolution of the general meeting of Wallbox requires a prior or simultaneous approval by the group of holders of such class of Shares.

For a period of 5 years commencing on the date of completion of the Business Combination, the Board has been irrevocably authorized to limit or exclude pre-emptive rights in respect of Shares.

Repurchase of Shares

Subject to Dutch law and the articles of association, Wallbox may acquire fully paid-up Shares either for no consideration or under universal title of succession, or if, (i) its shareholders’ equity less the payment required to make the acquisition, does not fall below the sum of called-up and paid-in share capital and any reserves to be maintained by Dutch law and/or the articles of association, (ii) Wallbox and its subsidiaries would thereafter not hold Shares or hold a pledge over Shares with an aggregate nominal value exceeding 50% of Wallbox’s issued share capital and (iii) the Board has been authorized thereto by the general meeting of Wallbox. Any acquisition by Wallbox of Wallbox Shares that are not fully paid-up shall be null and void.

The authorization to the Board to acquire own Shares is valid for a maximum of 18 months. As part of the authorization, the general meeting of Wallbox must specify the number of Shares that may be repurchased, the manner in which the Shares may be acquired and the price range within which the Shares may be acquired. The authorization is not required if Wallbox repurchases fully paid-up Shares for the purpose of transferring these Shares to employees of Wallbox or a group company of Wallbox as referred to in Section 2:24b Dutch Civil Code under any applicable equity compensation plan, provided that those Shares are quoted on an official list of a stock exchange.

Wallbox can, jointly with its subsidiaries, hold Shares in its own capital exceeding 10% of its issued share capital for no more than three years after acquisition of Shares for no consideration or under universal title of succession. Owned Shares pledged by Wallbox and its subsidiaries are taken into account in this respect. Any Shares held by Wallbox in excess of the amount permitted shall automatically transfer to the directors jointly at the end of the last day of such three-year period. Each director shall be jointly and severally liable to compensate Wallbox for the value of the Shares at such time, with interest at the statutory rate thereon from such time. The same applies to the acquisition of Shares for employees of Wallbox under any applicable equity compensation plan, provided that those Shares are quoted on an official list of a stock exchange and held by Wallbox for more than one year after acquisition thereof.

For a period of 18 months commencing on the date of completion of the Business Combination, the Board has been irrevocably authorized to repurchase Shares. At the annual general meeting held on June 22, 2022, this authorization has been renewed for a period of 18 months following the date of the annual general meeting.

Reduction of Share Capital

The general meeting of Wallbox may, only upon a proposal of the Board, resolve to reduce the issued share capital by (i) cancelling Shares held by Wallbox itself or (ii) amending the articles of association to reduce the nominal value of the Shares. In either case, this reduction would be subject to provisions of Dutch law and the articles of association. Under Dutch law, a resolution of the general meeting of Wallbox to reduce the number of Shares must designate the Shares to which the resolution applies and must lay down rules for the implementation of the resolution. A resolution to reduce the issued share capital requires a majority of at least two-thirds of the votes cast, if less than half of the issued share capital of Wallbox is present or represented at the general meeting.

If the resolution of the general meeting of Wallbox to reduce Wallbox’s issued share capital by reducing the nominal value of Shares through amendment of the articles of association is detrimental to the rights of holders of a specific class of Shares, the validity of such resolution of the general meeting of Wallbox requires a prior or simultaneous approval by the group of holders of such class of Shares.

In addition, a reduction of capital involves a two-month waiting period during which creditors have the right to object to a reduction of capital under specified circumstances.

Wallbox’s Shareholders’ Register

The Board must keep a shareholders’ register; the Board may appoint a registrar to keep the register on its behalf. The register must be regularly updated. The shareholders’ register may be kept in several copies and in several places. Part of the register may be kept outside the Netherlands to comply with applicable local law or pursuant to stock exchange rules.

The shareholders’ register and records names and addresses of all holders of Shares, showing the date on which the Shares were acquired, the date of the acknowledgement by or notification of Wallbox as well as the amount paid on each share. The register also includes the names and addresses of those with a right of usufruct on Shares belonging to another or a right of pledge in respect of such Shares.

Certain Class A Shares are held through The Depositary Trust Company, or DTC, therefore DTC or its nominee is recorded in the shareholders’ register as the holder of those Class A Shares.

General Meetings and Voting Rights

General Meeting

General meetings of Wallbox are to be held in a location determined in accordance with Dutch law and the Articles of Association. The annual general meeting of Wallbox shall be held each year within six months after the end of Wallbox’s financial year. Other general meetings of Wallbox shall be held as often as the Board or the Chair & CEO deems necessary, and shall be held within three months after the Board has considered it to be likely that Wallbox’s equity has decreased to an amount equal to or lower than half of its paid-up and called-up share capital, in order to discuss the measures to be taken if so required.

General meetings are convened by the Board or the Chair & CEO. Pursuant to Dutch law, one or more shareholders and/or other persons with meeting rights who individually or jointly represent at least the part of Wallbox’s issued share capital prescribed by law for this purpose, may request the Board in writing to convene a general meeting setting out in detail the matters to be discussed. If the Board has not taken the steps necessary to ensure that the general meeting could be held within the relevant statutory period after the request, the requesting shareholders and/or other persons with meeting rights may at their request be authorized by the preliminary relief judge of the district court to convene a general meeting.

The notice of a general meeting shall be given by the Board by means of an announcement with due observance of the statutory notice period and in accordance with the law. The notice of a general meeting shall in any event state the items to be dealt with, the items to be discussed and which items to be voted on, the place and time of the meeting and the procedure for participating at the meeting whether or not by written proxy-holder.

The notice of a general meeting shall also state the record date and the manner in which the persons with meeting rights may procure their registration and exercise their rights. Those persons with meeting rights and those persons with voting rights who are listed on the record date for a general meeting as such in a register designated for that purpose by the Board, are deemed persons with meeting rights or persons with voting rights, respectively, for that general meeting, regardless of who is entitled to the Shares at the date of the general meeting of Wallbox. Under Dutch law, the record date is currently the 28th day prior to the date of a general meeting.

Pursuant to the Dutch law, a subject for discussion which has been requested in writing by one or more shareholders and/or other persons with meeting rights who individually or jointly represent at least three percent of Wallbox’s issued share capital, shall be included in the notice of the general meeting of Wallbox or shall be notified in the same manner as the other subjects for discussion, provided Wallbox has received the request (including the reasons for such request) not later than sixty days before the day of the meeting. Such written requests must comply with the conditions stipulated by the Board as to be posted on Wallbox’s website.

The general meeting of Wallbox shall be presided over by the chairman of the Board or another director designated for that purpose by the Board. If the chairman of the Board is not present at the meeting and no other director has been designated by the Board to preside over the general meeting, the general meeting itself shall appoint a chairperson. The chairperson of the general meeting shall appoint a secretary of the general meeting. Minutes of the proceedings at a general meeting shall in principle be kept by the secretary.

Voting Rights and Decision-Making

Each Class A Share confers the right on the holder to cast one vote at the general meeting of Wallbox and each Class B Share confers the right on the holder to cast ten votes at the general meeting of Wallbox. If and to the extent voting rights are not suspended, each Conversion Share confers the right on the holder to cast nine votes at the general meeting of Wallbox. To the extent the law or the articles of association do not require a qualified majority, all resolutions of the general meeting of Wallbox shall be adopted by a simple majority of the votes cast.

The chairperson of the general meeting of Wallbox shall decide on the method of voting. Abstentions, blank votes and invalid votes shall not be counted as votes. The ruling by the chairperson of the general meeting of Wallbox on the outcome of a vote shall be decisive. All disputes concerning voting for which neither the law nor the articles of association provide a solution are decided by the chairperson of the general meeting of Wallbox.

No votes may be cast at the general meeting of Wallbox for a Share held by Wallbox or a subsidiary of Wallbox. Wallbox or a subsidiary of Wallbox may not cast a vote in respect of a Share on which it holds a right of pledge or a right of usufruct. However, holders of a right of pledge or a right of usufruct on Shares held by Wallbox or a subsidiary of Wallbox are not excluded from voting, if the right of pledge or the usufruct was created before the Share belonged to Wallbox or the subsidiary.

When determining how many votes are cast by shareholders, how many shareholders are present or represented, or which part of Wallbox’s issued share capital is represented at the general meeting of Wallbox, no account shall be taken of Shares for which, pursuant to the law or the articles of association, no vote can be cast.

Certain Major Transactions

Pursuant to Dutch law and the articles of association, the Board shall require the approval of the general meeting of Wallbox for resolutions regarding a significant change in the identity or nature of Wallbox or the enterprise connected with it, including in any event:

(a) the transfer of the business enterprise, or practically the entire business enterprise, to a third party;

(b) concluding or cancelling any long-lasting cooperation of Wallbox or a subsidiary of Wallbox with any other legal person or company or as a fully-liable general partner in a partnership, provided that such cooperation or cancellation thereof is of material significance to Wallbox; and

(c) acquiring or disposing of a participating interest in the share capital of a company with a value of at least one-third of Wallbox’s assets, as shown in the consolidated balance sheet with explanatory notes thereto according to the last adopted annual accounts of Wallbox, by Wallbox or a subsidiary of Wallbox.

Board

Appointment of Directors

The number of executive directors and the number of non-executive directors are determined by the Board. The executive directors and non-executive directors shall be appointed as such by the general meeting at the nomination of the Board.

A director shall be appointed for a term of approximately one year, which term of office shall lapse immediately after the close of the annual general meeting held in the year after his or her appointment. A director may be reappointed with due observance of the preceding sentence. A non-executive director may be in office for a period not exceeding twelve (12) years, which period may or may not be interrupted, unless at the proposal of the Board the General Meeting resolves otherwise. In the event of reappointment of a non-executive director after an eight-year period (or any reappointment thereafter), the our management report shall include the reasons for such reappointment, in accordance with the principles and best practice provisions of Dutch law.

The general meeting may at all times suspend or dismiss any director. The Board may at all times suspend an executive director.

If the seat of an executive director or the seat of a non-executive director is vacant or upon the inability of such director, the remaining executive directors (as to an executive director vacancy or inability) shall temporarily be entrusted with the executive management of the Company, provided that the Board may provide for a temporary replacement, and the remaining non-executive directors (as to a non-executive director vacancy or inability) shall temporarily be entrusted with the performance of the duties and the exercise of the authorities of that non-executive director, provided that the Board may provide for a temporary replacement.

Liabilities of Directors

Under Dutch law, the management of a company is a joint undertaking and each director can be held jointly and severally liable to the company for damages in the event of improper or negligent performance of their duties. In such a scenario, all directors are jointly and severally liable to the company for failure of one or more co-directors. An individual director is only exempted from liability if such director proves that he or she cannot be held liable for serious culpable conduct for the mismanagement and that he or she has not been negligent in seeking to prevent the consequences of the mismanagement. In this regard, a director may refer to the allocation of tasks between the directors. Further, individual directors can be held liable to third parties based on tort, pursuant to certain provisions of the Dutch Civil Code (Burgerlijk Wetboek). In certain circumstances, including in the event of bankruptcy of the company, directors may incur additional specific civil and criminal liabilities.

Please refer to Item 7. “Major Shareholders and Related Party Transactions” included in our most recent Annual Report on Form 20-F and incorporated by reference herein for a description of the indemnification provisions in the articles of association.

Wallbox’s articles of association provide for certain indemnification rights for Wallbox’s directors relating to claims, suits or proceedings arising from his or her service to Wallbox or, at Wallbox’s request, service to other entities, as directors or officers to the maximum extent permitted by Dutch law. In addition to the indemnification rights contained in Wallbox’s articles of association, we plan to enter into indemnification agreements with our directors.

Dividends and Other Distributions

General

Wallbox may only make distributions to the extent Wallbox’s equity exceeds the sum of its paid-up and called-up part of its issued share capital and the reserves which must be maintained pursuant to the law. Distribution of profits shall be made after the adoption of the annual accounts from which it appears that the distribution is allowed.

The holders of Class A Shares and Class B Shares shall be entitled pari passu to distributions, as any and all distributions on the Shares shall be made in such a way that on each Share an equal amount or value will be distributed provided that and with observance of the following order of priority: (a) in the event of a distribution of profits in respect of a financial year, a distribution for an amount equal to one percent (1%) of the nominal value of Conversion Shares shall first be distributed on each issued and outstanding Conversion Share, and (b) following such distribution on Conversion Shares, no further distribution shall be made on Conversion Shares in respect of such financial year.

Right to Reserve and Dividend Policy

The Board may determine which part of the profits shall be reserved, with due observance of Wallbox’s policy on reserves and dividends. The general meeting of Wallbox may resolve to distribute any part of the profits remaining after reservation. If the general meeting of Wallbox does not resolve to distribute these profits in whole or in part, such profits (or any profits remaining after distribution) shall also be reserved.

Interim Distribution

Subject to Dutch law and the articles of association, the Board may resolve to make an interim distribution of profits provided that it appears from an interim statement of assets signed by the Board that the Wallbox’s equity exceeds the sum of its paid up and called up part of its issued share capital and the reserves which must be maintained pursuant to the law.

Notices and Payment

The date on which dividends and other distributions shall be made payable shall be announced in accordance with the law and published on Wallbox’s website. Distributions shall be payable on the date determined by the Board.

The persons entitled to a distribution shall be the relevant shareholders, holders of a right of usufruct on Shares and holders of a right of pledge on Shares, at a date to be determined by the Board for that purpose. This date shall not be earlier than the date on which the distribution was announced.

Distributions which have not been claimed upon the expiry of five years and one day after the date when they became payable will be forfeited to Wallbox and will be carried to the reserves. The Board may determine that distributions on Shares will be made payable either in euro or in another currency.

Exchange controls

Under Dutch law, there are no exchange controls applicable to the transfer to persons outside of the Netherlands of dividends or other distributions with respect to, or of the proceeds from the sale of, shares of a Dutch company, subject to applicable restrictions under sanctions and measures, including those concerning export control, pursuant to European Union regulations, the Sanctions Act 1977 (Sanctiewet 1977) or other legislation, applicable anti-boycott regulations and similar rules. There are no special restrictions in the articles of association or Dutch law that limit the right of shareholders who are not citizens or residents of the Netherlands to hold or vote shares.

Squeeze-out Procedures

A shareholder who alone or together with group companies holds at least 95% of the issued share capital of Wallbox for his or her own account may initiate proceedings against the other shareholders jointly for the transfer of their shares to such shareholder. The proceedings are held before the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer) (Enterprise Chamber), and can be instituted by means of a writ of summons served upon each of the other shareholders in accordance with the provisions of the Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). The Enterprise Chamber may grant the claim for squeeze-out in relation to the other shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Chamber on the value to be paid for the shares of the other shareholders. Once the order to transfer becomes final before the Enterprise Chamber, the person acquiring the shares shall give written notice of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to him. Unless the addresses of all of them are known to the acquiring person, such person is required to publish the same in a daily newspaper with a national circulation.

A shareholder that holds a majority of Wallbox’s issued share capital, but less than the 95% required to institute the squeeze-out proceedings described above, may seek to propose and implement one or more restructuring transactions with the objective of obtaining at least 95% of Wallbox’s issued share capital so the shareholder may initiate squeeze-out proceedings. Those restructuring transactions could, among other things, include a merger or demerger involving Wallbox, a contribution of cash and/or assets against issuance of Shares, the issue of new Shares to the majority shareholder without preemptive rights for minority shareholders or an asset sale transaction.

Depending on the circumstances, an asset sale of a Dutch public limited liability company (naamloze vennootschap) is sometimes used as a way to squeeze out minority shareholders, for example, after a successful tender offer through which a third party acquires a supermajority, but less than all, of the company’s shares. In such a scenario, the business of the target company is sold to a third party or a special purpose vehicle, followed by the liquidation of the target company. The purchase price is distributed to all shareholders in proportion to their respective shareholding as liquidation proceeds, thus separating the business from the company in which minority shareholders had an interest.

Amendments to the Articles of Association

The general meeting of Wallbox may resolve to amend the articles of association at the proposal of the Board. The rights of shareholders may be changed only by amending the articles of association in compliance with Dutch law.

Dissolution and Liquidation

The general meeting of Wallbox may resolve to dissolve Wallbox at the proposal of the Board. If Wallbox is dissolved pursuant to a resolution of the general meeting of Wallbox, the members of the Board shall become liquidators of the dissolved Wallbox’s property. The general meeting of Wallbox may decide to appoint other persons as liquidators.

During liquidation, to the extent possible the articles of association shall continue to apply. The Class A Shares and Class B Shares have equal economic rights at liquidation such that any balance remaining after payment of the debts of the dissolved Wallbox shall be transferred to the shareholders pro rata in proportion to the number of Class A Shares and Class B Shares held by each shareholder, provided that and with observance of the following order of priority: an amount equal to the nominal value of Conversion Shares shall first be transferred on each Conversion Share to the holders of the Conversion Shares.

Certain Disclosure Obligations of Wallbox

Wallbox is subject to certain disclosure obligations under U.S. rules of the NYSE and the SEC. The following is a description of the general disclosure obligations of public companies under Dutch and U.S. law and the rules of the NYSE as such laws and rules exist as of the date of this document, and should not be viewed as legal advice for specific circumstances.

Dutch Financial Reporting Supervision Act

On the basis of the Dutch Financial Reporting Supervision Act (Wet toezicht financiële verslaggeving), or the FRSA, the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten), or AFM supervises the application of financial reporting standards by Dutch companies whose securities are listed on a regulated market or comparable non-EEA trading venue.

Pursuant to the FRSA, the AFM has an independent right to (i) request an explanation from Wallbox regarding its application of the applicable financial reporting standards if, based on publicly known facts or circumstances, it has reason to doubt that Wallbox’s financial reporting meets such standards and (ii) recommend to Wallbox the making available of further explanations. If Wallbox does not comply with such a request or recommendation, the AFM may request that the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer) orders Wallbox to (i) make available further explanations as recommended by the AFM (ii) provide an explanation of the way Wallbox has applied the applicable financial reporting standards to its financial reports or (iii) prepare or restate our financial reports in accordance with the Enterprise Chamber’s orders.

Periodic Reporting under U.S. Securities Law

Wallbox is a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. registrants. Wallbox intends to take all actions necessary to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and NYSE’s listing standards. Subject to certain exceptions, the NYSE rules permit a “foreign private issuer” to comply with its home country rules in lieu of the listing requirements of NYSE.

Certain Insider Trading and Market Manipulation Laws

U.S. law contains rules intended to prevent insider trading and market manipulation. The following is a general description of those laws as such laws exist as of the date of this document and should not be viewed as legal advice for specific circumstances. In connection with its listing on NYSE, Wallbox adopted an insider trading policy. This policy provides for, among other things, rules on transactions by members of the Wallbox Board and Wallbox employees in Shares or in financial instruments the value of which is determined by the value of the shares.

United States

The United States securities laws generally prohibits any person from trading in a security while in possession of material, non-public information or assisting someone who is engaged in doing the same. The insider trading laws cover not only those who trade based on material, non-public information, but also those who disclose material nonpublic information to others who might trade on the basis of that information (known as “tipping”). A “security” includes not just equity securities, but any security (e.g., derivatives). Thus, Wallbox’s board of directors, officers and other employees may not purchase or sell shares or other securities of Wallbox when he or she is in possession of material, non-public information about Wallbox (including Wallbox’s business, prospects or financial condition), nor may they tip any other person by disclosing material, non-public information about Wallbox.

Certain Disclosure and Reporting Obligations of Directors, Officers and Shareholders of Wallbox

Wallbox’s directors, executive officers and shareholders are subject to certain disclosure and reporting obligations under Dutch and U.S. law. The following is a description of the general disclosure obligations of directors, officers, and shareholders under Dutch law as such laws exist as of the date of this document and should not be viewed as legal advice for specific circumstances.

DCGC

With respect to the DCGC, please refer to Item 6. “Directors, Senior Management and Employees” included in our most recent Annual Report on Form 20-F and incorporated by reference herein.

Dutch Civil Code

The Dutch Civil Code provides for certain disclosure obligations in Wallbox’s annual accounts. Information on directors’ remuneration and rights to acquire Shares must be disclosed in Wallbox’s annual accounts.

Transfer Agent

Wallbox lists the Class A Shares in book-entry form and such Class A Shares, through the transfer agent, will not be certificated. Wallbox appointed Continental Stock Transfer & Trust Company as its agent in New York to maintain Wallbox’s shareholders’ register on behalf of the Board and to act as transfer agent and registrar for the Shares. The Class A Shares will trade on NYSE in book-entry form.

Listing of Shares

Wallbox’s Class A Shares are listed on the NYSE under the symbol “WBX.” Beneficial interests in the Class A Shares that are traded on the NYSE are held through the electronic book-entry system provided by The Depository Trust Company, or DTC. Each person holding Class A Shares held through DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the Class A Shares.

The Class B Shares and the Conversion Shares are not, and are not expected to be, listed on a stock exchange.

DESCRIPTION OF WARRANTS

Outstanding Warrants

Public Warrants

The Public Warrants, which entitle the holder to purchase one Class A Share at an exercise price of $11.50 per Class A Share, became exercisable thirty days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation in accordance with their terms.

Each whole warrant entitles the registered holder to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time, except as described below. Pursuant to the warrant assignment, assumption and amendment agreement, a warrant holder may exercise its warrants only for a whole number of Class A Shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act, as amended, of 1933 (the “Securities Act”) covering the issuance of the Class A Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue Class A Shares upon exercise of a warrant unless the Class A Shares issuable upon such warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant.

We have filed a shelf registration statement for the registration, under the Securities Act, covering the issuance of the Class A Shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant assignment, assumption and amended and restated warrant agreement, dated as of October 1, 2021, by and between Kensington, Wallbox and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Wallbox Warrant Agreement”). Warrant holders may during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If our Class A Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A Share equals or exceeds $18.00.

We may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

	in whole and not in part;
	at a price of $0.01 per warrant;
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	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
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	if, and only if, the last reported sale price of the Class A Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and as described under the heading “—Anti-dilution Adjustments” below) for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
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We will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A Shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.

We have established the $18.00 per share (subject to adjustment) redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A Shares may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

If we call the warrants for redemption for cash as described above, Wallbox’s management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of Class A Shares issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A Shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using

the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.

We may redeem the outstanding warrants:

	in whole and not in part;
	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A Shares (as defined below) except as otherwise described below;
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	if, and only if, the last reported sale price of our Class A Shares equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and as described under the heading “—Anti-dilution Adjustments” below) on the trading day prior to the date on which we send the notice of redemption to the warrant holders;
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	if, and only if, the private placement warrants are also concurrently called for redemption at the same price and terms as the outstanding public warrants, as described above; and
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	if, and only if, there is an effective registration statement covering the issuance of the Class A Shares issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.
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The numbers in the table below represent the number of Class A Shares that a warrant holder will receive upon exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A Shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is adjusted as set forth in the first three paragraphs under the heading “ —Anti-dilution Adjustments” below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.

Redemption Date<br><br>(period to expiration of warrants)	Fair Market Value of Class A Common Stock
	<10.00	11.00	12.00	13.00	14.00	15.00	16.00	17.00	>18.00
57 months
54 months
51 months
48 months
45 months
42 months
39 months
36 months
33 months
30 months
27 months
24 months
21 months
18 months
15 months
12 months
9 months
6 months
3 months
0 months

All values are in US Dollars.

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of Class A Shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average last reported sale price of our Class A Shares for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $11 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A Share for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price of our Class A Shares for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 share of Class A common stock for each whole warrant. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.365 share of Class A Shares stock per warrant. Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A Shares.

This redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A Shares exceeds $18.00 per share for a specified period of time.

This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A Shares are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A Shares is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of warrants when the price per Class A Share equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares representing the applicable redemption price for their warrants based on an option pricing model with a fixed volatility input as described in the Wallbox Warrant Agreement. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would

redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

As stated above, we can redeem the warrants when the Class A Shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A Shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A Shares than they would have received if they had chosen to wait to exercise their warrants for Class A Shares if and when such Class A Shares trade at a price higher than the exercise price of $11.50.

No fractional Class A Shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A Shares to be issued to the holder.

Exercise Limitation.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.8% or 9.8% (or such other amount as a holder may specify) of the Class A Shares outstanding immediately after giving effect to such exercise.

Anti-Dilution Adjustments.

If the number of outstanding Class A Shares is increased by a stock dividend payable in Class A Shares, or by a split-up of Class A Shares or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of Class A Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Class A Shares. A rights offering to holders of Class A Shares entitling holders to purchase Class A Shares at a price less than the fair market value will be deemed a stock dividend of a number of Class A Shares equal to the product of (i) the number of Class A Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A Share paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Shares, in determining the price payable for Class A Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A Shares on account of such Class A Shares (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, or (b) certain ordinary cash dividends, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A Share in respect of such event.

If the number of outstanding Class A Shares is decreased by a consolidation, combination, reverse stock split or reclassification of Class A Shares or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of Class A Shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A Shares.

Whenever the number of Class A Shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A Shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A Shares so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding Class A Shares (other than those described above or that solely affects the par value of such Class A Shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right

to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Class A Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if the holders of the Class A Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders of Class A Shares in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act

(or any successor rule)) more than 50% of the outstanding Class A Shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the Wallbox Warrant Agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A Shares in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the Wallbox Warrant Agreement based on the Black-Scholes value (as defined in the Wallbox Warrant Agreement) of the warrant. The warrants will be assumed by Wallbox pursuant to the Wallbox Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the Wallbox Warrant Agreement, a copy of which the Company has filed with the SEC, for a complete description of the terms and conditions applicable to the warrants. The Wallbox Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment to the terms of the private placement warrants or working capital warrants or any provision of the Wallbox Warrant Agreement with respect to the private placement warrants or working capital warrants, 50% of the number of the then outstanding private placement warrants or working capital warrants, as applicable.

The warrant holders do not have the rights or privileges of holders of Class A Shares or any voting rights until they exercise their warrants and receive Class A Shares. After the issuance of Class A Shares upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of Class A Shares to be issued to the warrant holder.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the Wallbox Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

EX-4.7

Exhibit 4.7

STOCK OPTION PLAN

OF

“WALLBOX CHARGERS, S.L.”

FOR

FOUNDERS

|EU-DOCS\47972256.1||

INDEX

1.	PURPOSE OF THE PLAN	3
2.	PLAN MECHANISM	3
3.	STRIKE PRICE	4
4.	EFFECTIVENESS & TERM OF THE PLAN	5
5.	EXERCISE CONDITIONS	5
6.	EXERCISE OF OPTIONS	5
7.	TRANSFER OF OPTIONS	6
8.	TERMINATION OF THE BENEFICIARIES’ EMPLOYMENT	7
9.	EMPLOYMENT MATTERS	7
10	PERSONAL DATA	7
11	LISTING OF THE SHARES OF THE COMPANY AND REGULATORY CONSTRAINTS	8
12	CONFIDENTIALITY	8
13	TAXATION	9
14	NOTICES	9
15	LANGUAGES	9
16	SEVERABILITY	9
17	APPLICABLE LAW AND JURISDICTION	9
ANNEX 1: INVITATION NOTICE		11
ANNEX 2: BENEFICIARY EXERCISE NOTICE		12
ANNEX 3: CLOSING NOTICE		13
EU-DOCS\47972256.1

“WALLBOX CHARGERS, S.L.”

STOCK OPTION PLAN FOR FOUNDERS

1.	PURPOSE OF THE PLAN
1.1	WALLBOX CHARGERS, S.L. (hereinafter, “Wallbox” or the “Company”) has approved to offer to the founders of the Company, that is, Enric Asunción Escorsa and Eduard Castañeda Mañé (hereinafter, the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a stock option plan over shares of the Company (the “Options”) which give to any Beneficiary the opportunity to acquire a certain number of ordinary shares (the “Shares”) of the Company, in the terms and conditions set forth below (hereinafter, the “Plan”).
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1.2	In the referred framework, this Plan is directed solely to the founders of the Company and is granted with the aim of (i) aligning the interests of the founders with the creation of additional value for the Company with a strike price at a valuation equal to or even higher than current market value, and (ii) allowing the founders to benefit from more liquid Options which are fully vested and transferable from their date of concession.
---	---
1.3	The participation of the Beneficiary in the present Plan is voluntary and will not entail that the Company assumes any sort of undertaking to offer the Beneficiary a participation in future incentive plans which may be agreed by the Company.
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1.4	Board of Directors of the Company has been instructed to carry out the following faculties in relation to the Plan:
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a)	Determination of the Beneficiaries of the Plan;
---	---
b)	Setting of the number of stock options and other conditions of each Beneficiary;
---	---
c)	Construction and interpretation of the general conditions of the Plan; and
---	---
d)	Any other faculties that may be necessary for the proper interpretation of the Plan.
---	---
2.	PLAN MECHANISM
---	---
2.1	The maximum number of Shares that shall underlie all of the Options included in this Plan shall be, at the Effective Date (as defined below), equivalent to 4.289 shares of the current share capital of the Company.
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Such percentage will be therefore subject to dilution, as any other shares, in the event that future capital increases are carried out in the Company, or that additional new rights or benefits not foreseen in this Plan are created.

2.2	Options under this Plan shall be granted over ordinary shares of the Company, which as of the date of this Plan are class A shares in accordance with the approved text of the Bylaws of the Company.
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2.3	Options granted under this Plan shall be fully vested as from the Concession Date (as defined below).
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2.4	The Board of Directors of the Company, through the CEO or any of its members, shall deliver a personal notice to each Beneficiary (hereinafter, the “Invitation Notice”), with an invitation to participate in the Plan, which shall contain, among others, (i) the number of Options granted to each Beneficiary; and, where appropriate (ii) the individual conditions governing the participation of the Beneficiary in the Plan (hereinafter, the “Particular Conditions”). Form of the Invitation Notice is attached hereto as Annex 1 to this Plan.
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2.5	Together with the Invitation Notice, each Beneficiary will receive a copy of this Plan.
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2.6	For the purposes of this Plan, the date of concession shall be that date indicated in the Invitation Notice except where expressly set forth herein (hereinafter, the “Concession Date”).
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2.7	In proof of its acceptance to participate in the Plan, the Beneficiary shall deliver to the Company an executed copy of the Invitation Notice within the term to that effect stated in the Invitation Notice. The execution of the Invitation Notice by the Beneficiary shall entail its acceptance of each and every one of the terms and conditions set forth in the Particular Conditions.
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2.8	In case the Beneficiary fails to deliver the Invitation Notice duly signed within the term established, it shall be understood that it refrains from participating in the Plan to all effects, not acquiring, consequently, the condition of Beneficiary.
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2.9	The granting of the Options shall be governed by the terms and conditions of this Plan and, where appropriate, by the Particular Conditions which may be set forth in the Invitation Notice. In case of conflict between the general conditions of this Plan and the Particular Conditions set forth in the Invitation Letter, the latter shall prevail.
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3.	STRIKE PRICE
---	---
3.1	The exercise or strike price of the Options will be the price per share to be paid by the Beneficiary for the Shares to be acquired, and shall be equivalent to € 466,24 per share, which shall be calculated on the basis of a pre-money fully-diluted valuation of the Company of TWO HUNDRED MILLION EUROS (200,000,000 €) (hereinafter, the “Strike Price”).
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3.2	The Strike Price shall be included in each Invitation Notice granted to a Beneficiary and shall be automatically be updated in the event of share splits or increase in the par value (valor nominal) of the Company’s Shares from the Concession Date and until the time of exercise of the Option.
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EU-DOCS\47972256.1
4.	EFFECTIVENESS & TERM OF THE PLAN
---	---
4.1	This Plan shall enter into force on the date of its approval by the General Shareholders Meeting of the Company (hereinafter, the “Effective Date”).
---	---
5.	EXERCISE CONDITIONS
---	---
5.1	Compliance with each and every one of the following conditions shall be an essential requisite for a Beneficiary to exercise the Options (the “Exercise Conditions”):
---	---
a)	The Beneficiary will have a lock-up period of three years by virtue of which he will be able to exercise the options proportionally on an monthly basis, on the last day of each month at a rate of 1/36 per month from Concession (the “Mandatory Lock-Up”);
---	---
b)	That the Company has not initiated a Temporary Suspension of exercise in accordance with Section 6.7 below; and
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c)	That any other particular conditions included in the Beneficiary’s Invitation Notice have been fulfilled.
---	---
6.	EXERCISE OF OPTIONS
---	---
6.1	Beneficiaries will be entitled to execute their Options at any time provided that all of the Exercise Conditions set forth in section 5 above are met (subject to section 6.7 below).
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6.2	The Beneficiary shall notify to the Company its decision to exercise his/her Options by delivering to the Board of Directors of the Company a notice of exercise duly completed and signed in the terms set forth in Annex 2 to this Plan (hereinafter, the “Beneficiary Exercise Notice”).
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6.3	The Beneficiary shall have a maximum term of 5 years to exercise the Options the (“Exercise Period”). Should a Beneficiary fail to exercise his/her Options, any rights under this Plan would be forfeited.
---	---
6.4	From receipt of the Beneficiary Exercise Notice by the Company, the Company will, in the next General Shareholders’ Meeting, increase the share capital and issue the corresponding ordinary shares as a result of the exercise of the Options and shall communicate to the Beneficiaries the date of acquisition of such shares (hereinafter, the “Closing Notice”). The term between the Beneficiary Exercise Notice and the Closing Notice may not exceed 3 months. Attached as Annex 3 is the template of Closing Notice that shall be used by the Company.
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6.5	In relation to the foregoing, by participating in this Plan, the Beneficiaries acknowledge and accept that shareholders agreement of the Company contains a preferential liquidation clause which could entail an unequal distribution of the proceeds in favor of certain shareholders in certain potential liquidation events defined under the shareholders agreement in detriment of the other shareholders, and therefore of the price to be eventually received by the Beneficiary of its underlying Shares.
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EU-DOCS\47972256.1

In this regard, the Beneficiaries hereby accept the application of such liquidation preference clause and the fact that their underlying Shares are ordinary shares and could therefore be affected by application of such liquidation preference, in the same (and in no worse) terms and conditions than it would affect the remaining shares of the Company not subject to such preference.

In addition to the foregoing, the Beneficiaries further accept that, during the term of this Plan, the conditions of the preferential liquidation clause may be modified and that such liquidation preference shall also be applicable to the underlying Shares in the same terms and conditions (and in no worse) that would be applicable to the remaining shares of the Company not subject to such preference.

6.6	In the event that the Beneficiary breaches the obligations under section 6.5 above, the rights of the Beneficiary under this Plan shall automatically be forfeited and, if applicable, the ownership of its Shares shall also be forfeited. In this regard, by the acceptance to participate in this Plan, each Beneficiary expressly authorises the Company to carry out a capital reduction by amortization of Shares and grants all consents (including to vote in favour of the relevant resolutions) which may be necessary to carry out such amortization. If it proves necessary, the Beneficiary shall reiterate the consents and shall document in the form that the Company deems appropriate and shall make use of his/her rights as shareholders to completely and timely fulfil the covenants contained in this section.
6.7	The Board of Directors shall be entitled to temporarily suspend the exercise of the Options (or a certain number of them) due to applicability of mandatory legal provisions or of resolutions or requests from regulatory authorities or in cases where the Board may resolve that the exercise of such Options may materially adversely affect or be detrimental to the Company or the value of the shares (the “Temporary Suspension”) provided that such Temporary Suspension shall be subject to applicable regulations and shall (except where legally compelled to a longer term) be in force for a maximum continued term of 3 months and in any case for no more than 9 alternative months during a 12 month period.
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7.	TRANSFER OF OPTIONS
---	---
7.1	The Options, once they are exercisable considering clause 5 above, shall be transferable inter vivos, assignable or disposable on the basis of any other title in favour of a third-party as from the Concession Date.
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7.2	The rights over the Options shall automatically be transferred to the heirs of Beneficiaries in the case of death prior to the exercise for any Options, in which case the heirs may exercise the Options in the terms and conditions described in this Plan.
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EU-DOCS\47972256.1
7.3	Except (i) in the case of sale to companies controlled by the Beneficiaries or from the same group of companies, (ii) in the case the Company performs a business combination agreement with a special purpose acquisition company (“SPAC”) within 6 months from today’s date and/or (iii) the Company’s shares are listed on a regulated market, the sale of company options will give the rest of the shareholders a preemptive right over the options to be sold under the same terms and conditions as those offered to the Beneficiaries.
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8.	TERMINATION OF THE BENEFICIARIES’ EMPLOYMENT
---	---
8.1	In the event of termination of the employment relationship with the Company, for any cause, the Beneficiary (or his/her successors in the event of death) shall keep its rights under the Plan in relation with the Options consolidated.
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9.	EMPLOYMENT MATTERS
---	---
9.1	The participation of the Beneficiary in the Plan and the granting of Options shall not trigger any compensation right in favour of the Beneficiary in the case of termination of the employment or services agreement for any cause. In this sense, the value of the Options does not constitute, at the date of granting, a remuneration and shall be outside the scope of the employment or services agreement of the Beneficiary nor has a salary nature.
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9.2	In the event that a Beneficiary is employed or contracted or resides in a country with laws that prescribe certain requirements for the correct application of this Plan, whatever their nature may be, the Board of Directors may at its discretion modify the terms of the Plan for the purpose of qualifying the Plan under such laws of such country; provided, however, that to the extent possible, the overall terms and conditions of the Plan remain as similar as possible, but in no event be made more favorable to the Beneficiary.
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9.3	In no event shall the potential gains deriving from this Plan be computable in the pensionable or regulating salary that serves as a base to determine the voluntary improvements of the protective action of Social Security from which the Beneficiary may benefit. As they do not have a salary nature, neither the participation in the plan nor the granting of the options will be taking into account for any calculation derived from the employment relationship or the compensation that could have been derived from it for any reason.
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10.	PERSONAL DATA
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10.1	The Beneficiary acknowledges and accepts that in order to correctly fulfill and comply with the obligations contained herein, it will be necessary to communicate certain personal information and data arising from the employment relationship to third parties or entities that must intervene for the correct management of the Plan, such as the Company, stock exchange market agents, management consulting companies or financial entities. To these effects, it is expressly agreed that the Company might incorporate its data to a personal data file and to assign it, given the case, to other companies of the group if considered necessary for the proper management of the Plan.
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EU-DOCS\47972256.1
10.2	The Beneficiary commits to submit a written communication to the Board of Directors of the Company if there is any variation or modification regarding his/her personal data.
---	---
10.3	The access, rectification, cancellation and opposition rights may be exercised by written communication to the Company.
---	---
11.	LISTING OF THE SHARES OF THE COMPANY AND REGULATORY CONSTRAINTS
---	---
11.1	The Board of Directors shall be entitled to amend this Plan at any time to the extent necessary to adapt its content to such regulations and/or mandatary restrictions to which the shares of the Company, the Company itself or the Beneficiaries may be subject as a consequence of the Company’s shares becoming listed in a regulated stock market.
---	---
11.2	In addition, to the extent such regulations imply the need to amend the content of Invitation Notices, the Board of Directors shall also be entitled to unilaterally effect those amendments, provided that it shall (i) notify the affected Beneficiaries in writing as soon as reasonably practicable including the details of the necessary amendments being put into effect; and (ii) limit the amendments solely to those necessary to adapt them to applicable regulations and/or market policies.
---	---
11.3	By participating in this plan, the beneficiaries acknowledge and accept the need for any such potential amendments to be implemented in accordance with applicable law and regulations. in this regard, the Beneficiaries hereby undertake to take any actions and sign any documents as may be necessary or convenient to execute the necessary changes, waiving any right they may have to oppose to, suspend or delay in any way whatsoever the implementation or applicability of such amendments .
---	---
11.4	In addition, the Beneficiaries further acknowledge and agree that the shares of the Company may be contributed into a holding company for the purposes of its listing and that the stock options held by the Beneficiaries under this plan may need to be transferred and rolled-over to a new plan of such holding company, provided that the terms of the new plan shall in no case be less favorable to the Beneficiaries than the terms of this Plan.
---	---
12.	CONFIDENTIALITY
---	---
12.1	During the term of the Plan and after its extinction, the Beneficiaries undertake to keep as strictly confidential any information regarding the Company, its business and/or the present Plan, that they might have access to during the term of their employment or professional relationship, as well as the information regarding their participation in the Plan and the terms and conditions of such participation.
---	---
EU-DOCS\47972256.1
13.	TAXATION
---	---
13.1	Any tax that might arise from the granting and/or exercise of the Options, shall be on the account of the relevant Beneficiary or, given the case, of his/her successors. Furthermore, the social security contributions which are legally attributable to the Beneficiary shall be borne by him.
---	---
13.2	Any retention shall be practiced in compliance with the applicable tax legislation at every moment, even if such retention would not have been practiced and required by the tax authorities, shall be borne by the Beneficiary and, given the case, his/her successors.
---	---
13.3	Likewise, given the case, the Beneficiary shall be responsible for the payment on account of the Personal Income Tax or equivalent tax, as a consequence of the income generated by the exercise of the Options, even if originally such income would not have been charged, but the tax authorities require it afterwards.
---	---
14.	NOTICES
---	---
14.1	Any notification or communication to any Beneficiary shall be made in writing and delivered by hand or sent to the address or email address that the Beneficiary has communicated to the Company.
---	---
14.2	Any notification or communication to the Company shall be made in writing and delivered to the Board of Directors at the registered office of the Company and shall be effective upon receipt.
---	---
15.	LANGUAGES
---	---
15.1	The English version of this Plan is the only enforceable version. Should any conflict arise between the English language version of this Plan and any translation hereof, the English language version shall prevail.
---	---
16.	SEVERABILITY
---	---
16.1	If any provision of this Plan is determined to be invalid or unenforceable in whole or in part, for any present or future reason, such invalidity or unenforceability shall not affect the enforceability of any of the remaining provisions hereof. This Plan shall be construed in such a way as if such invalid or unenforceable provision had never been contained herein. For these purposes, this Plan shall no longer be valid exclusively with respect to the null or invalid provision, and none of the remaining parts or provisions of this Plan shall be null, invalid, prejudiced or affected by such nullity or invalidity, except that due to resulting essential to this Plan it affected the Plan as a whole.
---	---
17.	APPLICABLE LAW AND JURISDICTION
---	---
17.1	This Plan shall be governed by and construed in accordance with the Laws of Spain.
---	---
EU-DOCS\47972256.1
17.2	Any dispute, controversy, issue or claim arising out of the performance or interpretation of this Plan, or relating thereof, directly or indirectly, shall be settled by the Courts of the city of Barcelona.
---	---

ANNEX 1: INVITATION NOTICE

Mr/Ms [name of Beneficiary]

|EU-DOCS\47972256.1||

Hand delivered

[city], [date]

Dear Mr. / Ms.:

We hereby inform you that the Governing Body of WALLBOX CHARGERS, S.L. has decided to designate you as one of the beneficiaries of the stock option plan of the company (hereinafter the “Stock Option Plan”), offering you the chance to participate in it in the terms and conditions listed below:

•	Number of Options granted: […]
•	Class of underlying shares: […]
---	---
•	Strike Price of the Options: […]
---	---
•	Concession Date: […]
---	---

A copy of the Stock Option Plan is hereby delivered together with this Invitation Notice. We kindly urge you to read carefully the Stock Option Plan since your participation in the same shall require your acceptance of every and all of its terms and conditions.

For that purpose, if you are interested in participating in the Stock Option Plan, please return within [...] days a signed copy of this notice to the attention of [...] as sign of your receipt and unconditional and irrevocable acceptance of each and every one of the provisions of the Stock Option Plan.

Sincerely,	Acknowledged and agreed:
Mr. [...]	Mr / Ms [...]
[Title]	DNI/Passport [...]
	Date: [...]
EU-DOCS\47972256.1

ANNEX 2: BENEFICIARY EXERCISE NOTICE

Mr. [member of the Board of Directors of WALLBOX CHARGERS, S.L.]

Member of the Board of Directors of

WALLBOX CHARGERS, S.L

[city], [date]

Dear Mr. / Ms. [...],

I hereby give notice of:

☐	My intention to exercise the Options that were granted to me in the Invitation Notice to the Stock Option Plan on [date of invitation], in the form established by the Board of Directors, that is by means of the acquisition of the number of shares underlying the Options that correspond to me.
☐	My intention not to exercise the Options that were granted to me in the Invitation Notice to the Stock Option Plan on [date of invitation].
---	---
Sincerely,
---
Mr./Ms. [...]
[DNI/Passport]: [...]
EU-DOCS\47972256.1

ANNEX 3: CLOSING NOTICE

Mr./Ms. [name of Beneficiary]

Hand delivered

[city], [date]

Dear Mr. / Ms. [...],

We hereby notify that the acquisition of ordinary shares of WALLBOX CHARGERS, S.L. which underlie the Options granted by virtue of the Stock Option Plan will occur as follows:

Place: […]

Date: […]

Number of Shares: […]

Exercise Price: […]

Sincerely,
Mr. [...]
[title]
EU-DOCS\47972256.1

EX-4.22

FILENAME \* MERGEFORMAT Wallbox - Framework Agreement

Signature version

Exhibit 4.22

FRAMEWORK DEBT REORGANIZATION AGREEMENT

between

WALL BOX CHARGERS, S.L.U.

WALLBOX USA INC

AR ELECTRONICS SOLUTIONS, S.L.U.

as Accredited

WALL BOX CHARGERS, S.L.U.

WALLBOX NV

as Guarantors

and

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BANCO SANTANDER, S.A.

as initial Funding Entities

DLA Piper Spain, S.L.U.

Paseo de la Castellana 39, 28046 Madrid

T: +34 91 319 12 12

F: +34 91 319 19 40

www.dlapiper.com

FILENAME \* MERGEFORMAT Wallbox - Framework Agreement

Signature version

INDEX
CLAUSE	PAGE
1.	PURPOSE OF THE AGREEMENT FRAME	8
---	---	---
2.	INTERPRETATION	8
3.	TERMS AND CONDITIONS COMMON TO L/P FINANCING	8
4.	COMMITMENT MAINTENANCE OF WORKING CAPITAL LINES	9
5.	REPORTING OBLIGATIONS OF BORROWERS	10
6.	OBLIGATIONS ADDITIONAL TO THOSE ACCREDITED	10
7.	DECLARATIONS OF THE OBLIGATED PARTIES	11
8.	RESPONSIBILITY OF FUNDING ENTITIES	12
9.	COLLABORATION BETWEEN THE FUNDING ENTITIES	12
10.	RESOLUTION OF THE COMMITMENTS OF THE FUNDING ENTITIES	12
11.	ASSIGNMENTS AND CONFIDENTIALITY	14
12.	COSTS AND EXPENSES	15
13.	COMMUNICATIONS	16
14.	CONDITIONS PRIOR TO OR SIMULTANEOUS TO THE SIGNING OF THIS FRAMEWORK AGREEMENT	16
15.	VAT AND TAX ON PROPERTY TRANSFERS AND DOCUMENTED LEGAL ACTS	16
16.	COMPUTATION DEADLINES	17
17.	PROTECTION DATA. PROCESSING OF PERSONAL DATA OF THE REPRESENTATIVES SIGNATORIES TO THIS FRAMEWORK AGREEMENT AND, WHERE APPROPRIATE, OTHER NATURAL PERSONS DESIGNATED FOR THE PURPOSES OF NOTIFICATIONS OR FOR THE DEVELOPMENT OR EXECUTION OF THE FRAMEWORK AGREEMENT.	18
18.	ANTICORRUPTION	18
19.	NULLITY PARTIAL	19
20.	LAW	19

FILENAME \* MERGEFORMAT Wallbox - Framework Agreement

Signature version

21.	JURISDICTION	19
ANNEX I - L/P FINANCING AND WORKING CAPITAL LINES AFFECTED BY THIS FRAMEWORK AGREEMENT		21
ANNEX II - MODEL DOCUMENT OF ADHESION TO THE FRAMEWORK AGREEMENT BY ADDITIONAL FUNDING ENTITY		23
ANNEX III - MODEL DOCUMENT OF ADHESION TO THE FRAMEWORK AGREEMENT BY THE ACCREDITED PARTY / GUARANTOR		25
ANNEX IV - EXISTING INDEBTEDNESS		27
ANNEX V- MODEL DOCUMENT OF ADHESION TO THE FRAMEWORK AGREEMENT BY TRANSFEREE FINANCING ENTITY		28
ANNEX VI - DATA FOR COMMUNICATIONS PURPOSES		31
ANNEX VII - PRE-CONDITIONS OR SIMULTANEOUS CONDITIONS FOR SIGNATURE		33

In Barcelona, on 11 November 2024.

Before Ms. Laura Nogales Martín, Notary of Barcelona and of the Illustrious Notarial Association of Catalonia.

INVOLVED

On the one hand,

WALL BOX CHARGERS, S.L.Or. ("Wallbox Chargers") with registered office in Madrid, Paseo de la Castellana, number 95, 28th floor and with N.I.F. B66542903. The person(s) identified in the intervention procedure of this document act in their name and on their behalf .

WALLBOX USA INC. (the "Wallbox USA") with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States and with N.I.F. N0258284I. The person(s) identified in the intervention procedure of this document act in their name and on their behalf.

AR ELECTRONIC SOLUTIONS, S.L.U. ("AR Electronic") with registered office at Carrer del Foc 68, 08038-Barcelona and with N.I.F. B66162413. The person(s) identified in the intervention procedure of this document act in their name and on their behalf .

WALLBOX N.V., a company duly incorporated under the laws of the Netherlands, registered in Amsterdam and having its registered office at Carrer del Foc 68, 08038 Barcelona, Spain and N.I.F. N0098134J ("Wallbox NV"). The person(s) identified in the intervention procedure of this document act in their name and on their behalf .

Hereinafter:

(i) Wallbox Chargers in its capacity as an accredited party under the financing contracts and/or working capital lines identified in Annex I;

(ii) Wallbox USA in its capacity as an accredited under the financing agreements and/or working capital lines identified in Annex I; and

(iii) AR Electronic in its capacity as an accredited under the financing contracts and/or working capital lines identified in Annex I;

they will be called the "Accredited Parties" and each of them, individually and indistinctly, will be called the "Accredited Parties".

Likewise

(iv) Wallbox NV in its capacity as guarantor under the BBVA Financing Agreement identified in Exhibit III below; and

(v) Wallbox Chargers in its capacity as guarantor under the CESCE Santander Financing Agreement identified in Exhibit III below,

the "Guarantors" shall be referred to as the "Guarantors" and each of them, individually and indistinctly, shall be referred to as the "Guarantor".

Finally, the Borrowers and the Guarantors will be jointly referred to as the "Obligated Parties" and each of them, individually and indistinctly, the "Obligor".

And on the other hand,

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. ("BBVA"), a credit institution with registered office in Bilbao, Plaza de San Nicolás, 4 and with tax identification number A-48265169. The persons whose data are identified in the intervention procedure of this document act in their name and on their behalf.

BANCO SANTANDER, S.A. ("Santander"), a credit institution with registered office in Santander, Paseo de Pereda, 9-12 and with N.I.F. A-39000013. The persons identified in the intervention procedure of this document act in their name and on their behalf.

Hereinafter, the financial institutions identified above, together with those others that adhere to this document in accordance with the provisions of Clause 6.2 and, if applicable, the transferee entities of any of them that adhere to this document by virtue of the provisions of the 11.2, shall be called, jointly, the "Funding Entities" and, individually, each of them indistinctly, a "Funding Entity”.

EXPOSED

I. That the Accredited Companies are companies mainly dedicated to the sector of advanced chargers for electric vehicles and innovative energy management systems, which are part of a group of companies – under the terms of Article 42 of the Commercial Code – whose parent company is Wallbox NV (hereinafter, the "Group").

II. That, on this date, the Borrowers (and certain companies of their Group) have subscribed the following indebtedness in order to be able to meet their general corporate needs:

a) certain long-term financing subscribed with the initial Financing Entities and with CaixaBank, S.A. bilaterally and long-term financing subscribed with a syndicate of financing entities in which EBN Banco, S.A. has the position of agent, the details of which are identified in Annex I (A) to this Framework Agreement (the "L/P Financing");

b) certain bilateral working capital lines of various types subscribed with the initial Financing Entities and with Caixabank, S.A., the details of which are identified in Annex I (B) to this Framework Agreement (the "Working Capital Lines").

III. That among the L/P Financings are the following long-term financings subscribed with the initial Financing Entities:

a) a long-term financing agreement for an amount of €17,897,450.86 signed by Wallbox USA, as Borrower, Wallbox Chargers, as Guarantor and Santander, as Financing Entity, on December 20, 2022, which is covered by Compañía Española de Seguros de Crédito a la Exportación S.A. ("CESCE") acting on behalf of the Spanish State through a "Green Investment Policy" with a maximum coverage of eighty percent (80%) (the " CESCE Policy"), which was intervened in a commercial policy on the same date by the Notary Public of Barcelona, Ms. Laura Nogales Martín, with number 287 of her registry book (the "CESCE Santander Financing Agreement");

b) the following "smart" loan agreements entered into by Wallbox Chargers, as borrower and Santander as lender:

• loan agreement number 0049 1878 97 1030030660 for an amount of €2,000,000 signed on May 28, 2021; intervened on the same date by the Notary of Barcelona, Mr. Jaime Agustín Justribó, with number 137 of his registry book.

• loan agreement number 0049 1878 96 1030030702 for an amount of €2,100,000 signed on July 16, 2021; intervened on the same date by the Notary Public of Barcelona, Ms. Laura Nogales Martín, with number 200 of her registry book.

• loan agreement number 0049 1878 99 1030030726 for the amount of €2,200,000 signed on August 5, 2021; intervened on the same date by the Notary of Barcelona, Ms. Laura Nogales Martín with number 216 of her registry book.

• loan agreement number 0049 1878 93 1030030727 for an amount of €2,000,000 signed on September 2, 2021; intervened on the same date by the Notary of Barcelona, Ms. Laura Nogales Martín with number 223 of her registry book

• loan agreement number 0049 1878 90 1030030741 for an amount of €4,300,000 signed on 18 October 2021; intervened on the same date by the Notary Public of Barcelona, Ms. Laura Nogales Martín with number 250 of her registry book;

c) a long-term financing agreement for an amount of €25,000,000 signed by Wallbox Chargers, as Borrower, Wallbox NV, as Guarantor and BBVA, as Financing Entity, on February 9, 2023, which was intervened in a commercial policy on the same date by the Notary Public of Barcelona, Ms. Laura Nogales Martín, with number 24 of its registry book (the "BBVA Financing Agreement").

IV. That, in order to optimize its financial structure and contribute to strengthening the continuity and viability of the Group's activity, the Borrowers have requested the Financing Entities to formalize this Framework Agreement in order to regulate certain terms common to the L/P Financing, as well as the commitment to maintain the Working Capital Lines in force.

V. That the Financing Entities and the Obligated Parties acknowledge and accept that for the signing of this Framework Agreement and the modifying novation of the L/P Financing in the terms contained herein, it has been essential that, prior to or simultaneously with its signing, each and every one of the conditions referred to in Clause 14 subsequently, to the satisfaction of the Funding Entities.

VI. That, in consideration of the foregoing, the initial and Accredited Financing Entities, stating the validity of the powers by virtue of which they intervene, agree to sign this "Framework Agreement for Debt Reorganization" (the "Framework Agreement"), based on the following

CLAUSES

1. PURPOSE OF THE FRAMEWORK AGREEMENT

The purpose of this Framework Agreement is to establish certain commitments to be assumed by the parties in relation to L /P Financing, to establish a series of terms and conditions common to all of them (where appropriate and on a complementary basis,

through the modifying novation of the aforementioned L/P Financing) and to regulate a commitment to maintain the Working Capital Lines in force.

2. INTERPRETATION

The parties to this Framework Agreement expressly acknowledge and accept that the interpretation and compliance with the L/P Financing must in all cases be consistent with the content of this Framework Agreement, with the understanding that, in the event of inconsistency between the provisions of any of the L/P Financing and the provisions of this Framework Agreement, The provisions herein shall prevail.

Finally, for the purposes of this Framework Agreement:

(i) the L/P Financings, as they are modified by virtue of this Framework Agreement (and without prejudice to any possible bilateral modifying novation that may be formalized by the corresponding parties), will be referred to as the "Financing Agreements" and any of them, individually and indistinctly, the or a "Financing Agreement"; and

(ii) the joint amount of the debt assumed by the Borrowers as principal under the L/P Financings pending amortization or repayment at any given time will be referred to as the "Total L/P Debt".

3. TERMS AND CONDITIONS COMMON TO L/P FINANCING

The parties to this Framework Agreement agree that, in addition to the provisions included in each of the L/P Financing that are not modified by virtue of this Framework Agreement, they will also be governed by the following terms and conditions, which will be common to all of them:

3.1 Ordinary depreciation

The Total L/P Debt will be amortized by the corresponding Borrower in accordance with the provisions of the respective L/P Financing.

However, by virtue of this Framework Agreement, the parties agree to introduce a grace period of eighteen (18) months in the respective repayment schedules from the following dates:

(i) the BBVA Financing Agreement with retroactive effect from November 9, 2024 (inclusive);

(ii) L/P Financing subscribed with Santander other than the CESCE Santander Financing Agreement: from the date of signature of this Framework Agreement;

(iii) the CESCE Santander Financing Agreement: from the date on which they sign the corresponding amending novation agreement, under the terms provided for in Clause 6.1 posterior; and

(iv) in the case of L/P Financing of any other Financing Entity that adheres to this Framework Agreement under the terms provided for in Clause 6.2 subsequent: from the date of the respective accession to the Framework Agreement.

The grace period will be implemented by proportionally increasing the remaining principal repayment instalments after the end of the grace period by an amount equivalent to the sum of the instalments subject to grace period and, therefore, the payment dates of such instalments and the maturity dates of the underlying L/P Financing will remain unchanged.

3.2 Prevalence of the Framework Agreement

The parties acknowledge and confirm that the provisions contained in this Clause 3 and, in particular, in the Clause 3.1, amend each of the L/P Financing Agreements and agree that, in the event of any discrepancy between the provisions of each of the L/P Financing Agreements and the provisions of this Clause, the latter shall prevail.

4. COMMITMENT TO MAINTENANCE OF WORKING CAPITAL LINES

In addition to the introduction of the grace period for principal under Clause 3.1 above, the Financing Entities undertake, for their own benefit and interest as well as that of the Obligated Parties and the companies of their Group, to renew the Working Capital Lines and to keep them in force, at least, for a period of twenty-four (24) months from the signing of this Framework Agreement (i.e., at least until November 11, 2026) for the maximum amounts indicated in Annex I (B), provided that the Borrower or the Group company in question, as applicable, is in strict compliance with the provisions of the respective Working Capital Line and the respective Financing Agreements; or, in the event of non-compliance, provided that it has been remedied by the corresponding Borrower in due time and form or dispensed with by the corresponding Financial Institution.

For clarification purposes, in the event that the Borrower in question is in the event of non-payment of any of the Working Capital Lines or the L/P Financing, and such non-compliance was not remedied by the corresponding Borrower in a timely manner or expressly dispensed by the corresponding Financial Institution, then the Financing Entities will not be obliged to allow the making of withdrawals under the respective Working Capital Lines. nor to extend its term of validity when the expiration date in force at the time of the breach arrives.

5. REPORTING OBLIGATIONS OF BORROWERS

In addition to the obligations established in each of the L/P Financings and/or Working Capital Lines (as applicable), the Borrowers assume with respect to themselves – and, where appropriate, with respect to the companies of their Group vis-à-vis the Financing

Entities – the obligation to immediately inform the Financing Entities in writing of the occurrence of any circumstance of which they are aware:

(a) that has the effect (or could reasonably be expected to have the effect of) any of the formal statements in the Clause 7 subsequent to the date of this Framework Agreement;

(b) that constitutes or could constitute the maturity or early termination of any of the L/P Financings and/or the Working Capital Lines and, upon receipt of a written request to that effect from the Financing Entities, confirm that, except as previously notified or in the confirmation itself, no cause for maturity or early termination of any of them has occurred;

(c) that results or is likely to result in "material adverse change" (as that term is referred to and defined in each Financing Agreement);

(d) that constitutes some case of mandatory early repayment in accordance with the provisions of the corresponding Financing Agreement; or

(e) that reveals the current or imminent insolvency of any of the Obligors in accordance with the provisions of the Insolvency Law (or any other equivalent applicable regulations) or the start of the opening of negotiations with their creditors.

6. ADDITIONAL OBLIGATIONS OF THE BORROWERS

In addition to the obligations contained in the respective L/P Financing or in the Working Capital Lines, by virtue of this Framework Agreement, the Borrowers undertake to:

6.1 to sign the amending novation of the CESCE Santander Financing Agreement in order to implement the changes agreed under this Framework Agreement within three (3) months from this date, once CESCE's authorisation for this purpose has been obtained;

6.2 make its best efforts to ensure that the Financing Entities of L/P Financing and Working Capital Lines that have not signed this Framework Agreement on the date of original signature, adhere to it by means of a public instrument within a period not exceeding six (6) months from its granting (i.e. before or on May 11, 2025), pursuant to the accession document, the specimen of which is annexed to this Framework Agreement as Annex II;

6.3 make their best efforts to ensure that Group companies in which they are accredited and/or guarantors of L/P Financing and Working Capital Lines that have not signed this Framework Agreement on the date of original signature, adhere to it by means of a public instrument within a period not exceeding six (6) months from its granting (i.e. before or on May 11, 2025), by virtue of the accession document, the specimen of which is annexed to this Framework Agreement as Annex III;

6.4 not to constitute any real or personal guarantee, in security of the Financing Agreements and/or the Working Capital Lines other than those existing on the date of signing this Framework Agreement; and

6.5 not to incur financial indebtedness in addition to that existing on the date of signature of this Framework Agreement and which is identified in Annex IV. Notwithstanding the foregoing, the Borrowers may change their financial institution and/or the financial instruments detailed in Annex IV, provided that the total amount of financial indebtedness detailed in said Annex IV is not exceeded.

7. DECLARATIONS OF THE OBLIGATED PARTIES

7.1 The Obligated Parties make in favour of the Financing Entities (as applicable) the formal declarations contained in the respective Financing Agreements, declarations that will be understood to be incorporated mutatis mutandis into this Framework Agreement for all appropriate legal and contractual purposes, and reiterate them in full in accordance with the provisions thereof.

7.2 In addition, the Obligated Parties make the following formal declarations in favour of the Financing Entities:

(a) all the information, including that of an accounting and financial nature, provided to the Financing Entities for the execution of this Framework Agreement is true, complete and correct in all its relevant aspects, has been prepared in accordance with the generally accepted accounting principles that are applicable, and reflects its authentic equity, economic and financial situation (including contingent liabilities) and the results of its operations;

(b) the signing of this Framework Agreement is made for the purpose of guaranteeing the financial viability of the Group and, therefore, its mere subscription does not constitute, nor is there a risk that it will constitute, any cause that may give rise to the early termination of the Financing Agreements or the Working Capital Lines; and

(c) each and every one of the conditions prior to or simultaneous to the signature have been met of this Framework Agreement referred to in Clause 14 posterior.

7.3 Each of the formal declarations contained in this Clause shall be understood to be repeated on each date of payment (of principal and/or interest) and on each date of adhesion of a Financing Entity (either by virtue of the provisions of the Clause 6 or by virtue of assignment in accordance with the provisions of the Clause 11.2), by reference to the facts and circumstances that exist at that time and except for the variations that, with respect to the initial situation, may have been communicated to the Financing Entities at all times in accordance with the provisions of the respective Financing Agreements.

8. RESPONSIBILITY OF FUNDING ENTITIES

The contractual position assumed by the Financing Entities in this Framework Agreement is joint, and therefore their rights and obligations arising from it are entirely independent. Notwithstanding this, the decisions that, as a result of the development of this Framework Agreement, correspond to the Financing Entities will be adopted by unanimous agreement of the Financing Entities.

9. COLLABORATION BETWEEN FUNDING ENTITIES

Each of the Funding Entities undertakes with the others to:

(a) to collaborate diligently in order to allow the verification of compliance by the Borrowers with the provisions contained in the L/P Financing, in the Working Capital Lines and in this Framework Agreement; and

(b) exercise their rights in relation to the Financing Agreements and Working Capital Lines to which each one is a party in a way that does not contravene the commitments assumed under this Framework Agreement.

10. RESOLUTION OF THE COMMITMENTS OF THE FUNDING ENTITIES

10.1 Resolutory Condition

The parties agree that in the event of any of the following circumstances (each, the or a "Resolutory Condition"):

(a) The failure to obtain CESCE's authorisation to amend the CESCE Santander Financing Agreement and/or the failure to sign the novation agreement amending the aforementioned CESCE Santander Financing Agreement to include the terms provided for in this Framework Agreement, in accordance with the provisions of Clause 6.1 previous; or

(b) the failure of any of the Funding Entities identified in Annex I to adhere to this Framework Agreement before or on the date provided for (and under the terms provided) in Clause 6.2; or

(c) the failure of any of the Borrowers and/or Guarantors identified in Annex I to adhere to this Framework Agreement before or on the date provided for (and under the terms provided) in Clause 6.3; or

(d) the occurrence of any cause of non-compliance with any of the Financing Agreements, or with any of the contracts that regulate the Working Capital Lines, provided that such non-compliance has not been remedied by the corresponding Accredited in due time and form or dispensed with by the affected Financing Entity (and without prejudice to whether or not the latter has declared the early maturity of the Financing Agreement in question),

the commitments assumed by the parties under this Framework Agreement and, in particular, those assumed by the Funding Entities under the provisions of the Clauses 3.1 and 4, will cease to apply immediately and the Framework Agreement will be automatically terminated.

For the purposes set forth in this Clause, the Borrowers and the Financing Entities undertake to notify the rest of the Financing Entities/Accredited Entities of the occurrence of any of the Resolution Conditions within a period of no less than five (5) working days from its occurrence.

10.2 Consequences of the Resolutory Condition

As a result of the occurrence of a Resolutory Condition and with effect from the date of effective notification of this circumstance to the other parties to this Framework Agreement (the "Relevant Date"):

(a) the Framework Agreement shall be deemed to have been terminated;

(b) the Financing Entities will no longer be subject to the current maintenance commitment of the Working Capital Lines provided for in Clause 4 and they may choose not to renew them in accordance with the provisions of the corresponding Working Capital Line; and

(c) the waiting period agreed under The Clause 3.1 remaining from the Relevant Date until the end date of said grace period it will be null and void as if it had never been agreed. Consequently, the amount to be repaid by the Borrowers on each of the principal repayment dates of the respective Financing Agreements (together with the relevant accrued interest) must be adjusted by the Financing Entities in consideration of the grace period effectively elapsed until the Relevant Date, so that the amount of the Total L/P Debt outstanding on that date must be distributed among the outstanding amortization installments to be counted from (and including) the Relevant Date until the final maturity date of the respective Financing Agreements, respecting the amortization system in force in each case.

11. ASSIGNMENTS AND CONFIDENTIALITY

11.1 Assignments by the Obligated Parties

The Obligated Parties may not assign, transfer, substitute or subrogate (or allow subrogation) the rights and obligations contracted in the L/P Financings, in the Working Capital Lines and in this Framework Agreement without the prior written and unanimous authorisation and consent of all the Financing Entities.

11.2 Assignments by Funding Entities

11.2.1 The Financing Entities may assign their contractual position under this Framework Agreement and under their respective Financing Agreement(s) and/or Working Capital Lines in accordance with the terms and conditions provided for in each of them, as applicable.

11.2.2 Notwithstanding the foregoing, the effectiveness of any assignment of its contractual position (in whole or in part) will require the assignee to adhere to this Framework Agreement by issuing the corresponding public document of adhesion in accordance with the model attached as Annex V to this Framework Agreement, unless the periods described in the Clauses have already elapsed 3.1 and 4 Previous.

11.2.3 The Borrowers expressly authorize each of the Financing Entities to disclose potential assignees thereof in accordance with the provisions of the Stipulation 11.2.1 above, the content of this Framework Agreement, the Financing Agreements and the Working Capital Lines, provided that the recipient of the information signs a confidentiality agreement in the terms substantial to those of the Clause 11.3 of this Framework Agreement;

11.2.4 The costs, expenses and taxes of the assignments that occur in accordance with the provisions of this Clause 11.2, shall be borne by the corresponding Financing Entity and/or the assignee.

11.2.5 Once the assignment has been made under this Clause, the Financing Entities (assignor and assignee) must notify the Borrowers of such assignment (with the details thereof).

11.3 Confidentiality

11.3.1 Unless otherwise agreed in writing, the parties mutually undertake to maintain the strictest confidentiality with respect to this Framework Agreement, as well as the novations of the L/P Financing and the renewals of the Working Capital Lines, and not to disclose any information, directly or indirectly, related to such documents, unless such disclosure is: (a) required by law (or by any judicial or administrative authority); (b) necessary to comply with the requirements of any regulatory authority; (c) for the defense of your rights in a judicial or arbitration proceeding; or (d) for the purposes of complying with the provisions of the Terms 6.1 to 6.3 of this Framework Agreement.

11.3.2 Notwithstanding the provisions of the 11.3.1, each party may from time to time disclose information related to this Framework Agreement, as well as the

novations of L/P Financing and the renewals of the Working Capital Lines to: (i) its advisors (such as lawyers and financial advisors) and auditors who are legally or by rules of their profession obliged to maintain secrecy with respect to what has been disclosed to them in their capacity as such or, in the absence of such advisers, those who have entered into a confidentiality agreement on terms substantially equivalent to those of this Framework Agreement; and (ii) potential assignees of the Financing Entities as established in the Clause 11.2.3 previous.

12. COSTS AND EXPENSES

Without prejudice to the provisions of the Clause 11.2.4 above, the parties agree that all Notary fees, legal fees (in accordance with previously agreed budgets), duties, taxes, fees and duties that are accrued and any other expenses arising from the negotiation, preparation, granting, adhesion of Financing Entities and granting of this Framework Agreement or any documents and/or actions related to it will be paid by Wallbox Chargers or, where appropriate, reimbursed by it and mentioned therein. The foregoing shall also include any expenses or costs arising from the issuance of a first authorised copy for each of the Funding Entities, as well as the fees of the legal advisers of the Funding Entities (under the terms previously agreed).

Each Financing Entity is expressly irrevocably empowered by the Borrowers to make any payments due in accordance with this Clause 12 for any reason charged to the accounts of the latter opened with each Financing Entity and/or to implement any actions in relation to such payments. Any amounts owed by Creditors under this Clause 12 (including the reimbursement of those amounts advanced by any Financing Entity) that does not have a specific payment date must be paid within five (5) business days following the receipt by the Creditors of the corresponding requirement.

13. COMMUNICATIONS

13.1 All requests, notifications, notices and communications in general between the parties to this Framework Agreement that refer to or derive from it and do not have a special formality provided for therein, will be understood to have been duly made when, with the necessary notice, they are carried out by email or any other system that allows the accreditation of their receipt, addressed to the respective callsign indicated next to the addresses indicated in Clause 13.4 or by writing to said addresses.

13.2 Communications of a general nature relating to this Framework Agreement and those referring to it as a whole to be produced by the Obligated Parties shall be addressed, on the same date, to all the Financing Entities – simultaneously – as established in this Framework Agreement.

13.3 In the same way, communications of a general nature relating to this Framework Agreement and those referring to it as a whole that must be produced by the Financing

Entities addressed to the Obligated Parties will be addressed, in addition to the former, to the other Financing Entities.

13.4 Any modification to the addresses indicated in this Framework Agreement will not have any effect until it has been notified in form to the Financing Entities and the Accredited Entities at least five (5) days in advance. In the case of assignees, the address will be that indicated by the transferring Financing Entity in the corresponding communication of the assignment.

The addresses for the purposes of communications are those indicated for each of the parties in Annex VI to this Framework Agreement.

14. CONDITIONS PRIOR TO OR SIMULTANEOUS TO THE SIGNING OF THIS FRAMEWORK AGREEMENT

The Borrowers declare and the initial Funding Entities accept that, prior to or simultaneously with the signing of this Framework Agreement, each and every one of the conditions listed in Annex VII of this Framework Agreement have been met.

The parties acknowledge and accept that the aforementioned conditions are an essential element for the granting of this Framework Agreement by the Financing Entities.

15. VAT AND TAX ON PROPERTY TRANSFERS AND DOCUMENTED LEGAL ACTS

The parties declare that this Framework Agreement constitutes a transaction subject to Value Added Tax, but exempt from it in accordance with Article 20, section 1, number 18, paragraph c) of Law 37/1992, of 28 December. Likewise, this Framework Agreement is not subject to Transfer Tax and Stamp Duty, in accordance with Articles 7.5 and 31.2 of the revised text of said tax approved by Royal Legislative Decree 1/1993, of 24 September.

16. CALCULATION OF DEADLINES

16.1 Definitions

For the purposes of calculating the time limits provided for in this Framework Agreement, the definitions contained in this Clause shall be used.

 "Hours": means the time of Madrid, unless expressly stated otherwise.

 By "day" or "calendar day": all the days of the Gregorian calendar. In the periods indicated by days, these will be understood as natural unless expressly established otherwise.

 By "business day":

(i) for the purposes of setting rates and movements of funds, every day of the week except on days when the system is closed or not operational Trans-European

Automated Real Time Gross-Settlement Express Transfer System (TARGET-2); and

(ii) for all other purposes, every day of the week, except Saturdays, Sundays and holidays in the cities of Madrid and Barcelona, as well as any other day on which commercial banks are authorised to close in any of the aforementioned cities.

 "Week" means the period between a given day and the same day of the following week.

 "Month" means the period between a given day and the day of the same number in the following month, unless that following month does not have a day of that number, in which case it shall end on the last day of that following month.

 "Quarter" or "three (3) months" means the period of time between a given day and the day of the same number of the following third consecutive calendar month, unless such third month does not have a day of that number, in which case it shall end on the last day of that third month.

 "Semester" or "six (6) months" means the period of time between a given day and the day of the same number of the following sixth consecutive calendar month, unless such sixth month does not have a day of that number, in which case it shall end on the last day of that sixth month.

 "Year" or "twelve (12) months" means the period of time between a given day and the day of the same number of the next twelfth consecutive calendar month, unless such twelfth month does not have a day of that number, in which case it shall end on the last day of that twelfth month.

16.2 Expiration on a non-business day

For the purposes of calculating any of the dates, periods or deadlines provided for in this Framework Agreement, if any of them were or should begin or end on a non-working day, they shall be deemed to have been transferred to the first following working day, unless the latter falls within the following calendar month, in which case they shall be understood to have been transferred to the next working day prior to that one. The excess or deficiency of duration that may occur in a given period of time as a result of the above will be deducted or added, respectively, in the immediately following period.

17. DATA PROTECTION . PROCESSING OF PERSONAL DATA OF THE REPRESENTATIVES SIGNATORIES TO THIS FRAMEWORK AGREEMENT AND, WHERE APPROPRIATE, OTHER NATURAL PERSONS DESIGNATED FOR THE PURPOSES OF NOTIFICATIONS OR FOR THE DEVELOPMENT OR EXECUTION OF THE FRAMEWORK AGREEMENT.

For the purposes of processing personal data and information on data protection, the parties refer to the content included in each of the Financing Agreements and/or Working Capital Lines in relation to this matter.

18. ANTICORRUPTION

Funding Entities are entities committed to the fight against corruption in all its forms, including extortion and bribery. Thus, the Financing Entities have an "Anti-Corruption Policy" that is an essential tool to prevent both them and their employees from engaging in conduct that may be contrary to the regulatory provisions and the basic principles of action of the Financing Entities.

That is why, within the framework of trust and mutual collaboration, the Financing Entities expect the Borrowers to take the measures that are necessary or convenient to guarantee fair behaviour and competition in the market, thus avoiding engaging in conduct contrary to current legislation and the principles that inspire their activity.

The Financing Entities reserve the right to carry out the checks they deem appropriate to ensure compliance, and this Maco Agreement and the L/P Financing(s) or Working Capital Lines of which they are part may expire/terminate in advance if they detect activities that contravene what has been agreed in their respective anti-corruption policy. without the other parties to this Framework Agreement being entitled to receive any consideration.

19. PARTIAL NULLITY

The nullity of any of the Clauses of this Framework Agreement shall not entail the nullity of the Framework Agreement in its entirety.

20. LAW

This Framework Agreement shall be governed by and interpreted in accordance with common Spanish law.

21. JURISDICTION

To the extent that such submission is legally admissible, each of the parties to this Framework Agreement irrevocably submits, expressly waiving any jurisdiction that may correspond to it, to the jurisdiction of the Courts and Tribunals of the capital of Madrid for the hearing and resolution of any claim that may arise from compliance with or interpretation of this Framework Agreement.

The obligated parties:

WALL BOX CHARGERS, S.L.U.

WALLBOX USA Inc.

P.P.

_______________________________

Mr. Enric Asunción Escorsa

WALLBOX NV

P.P.

_______________________________

Mr. Luis Boada Ros

The Funding Entities:

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

P.P.

_______________________________ ______________________________________

Mr. Fernando Galea Pla Mr. Eduardo González Soriano

BANCO SANTANDER, S.A.

P.P.

_______________________________ _______________________________

D. Daniel Motilla Sánchez Ms. Lorena Muñoz Sánchez

ANNEX I - L/P FINANCING AND WORKING CAPITAL LINES AFFECTED BY THIS FRAMEWORK AGREEMENT

[REMOVED]

ANNEX II - MODEL DOCUMENT OF ADHESION TO THE FRAMEWORK AGREEMENT BY ADDITIONAL FUNDING ENTITY

[REMOVED]

ANNEX III -

[REMOVED]

ANNEX IV -

[REMOVED]

ANNEX V- MODEL DOCUMENT OF ADHESION TO THE FRAMEWORK AGREEMENT BY TRANSFEREE FINANCING ENTITY

[REMOVED]

ANNEX VI - DATA FOR COMMUNICATIONS PURPOSES

[REMOVED]

ANNEX VII –

[REMOVED]

EX-4.23

Exhibit 4.23

NON-EXTINGUISHING MODIFYING NOVATION OF A FRAMEWORK AGREEMENT FOR DEBT REORGANIZATION AND ADHESION OF FINANCING ENTITIES

between

WALL BOX CHARGERS, S.L.U.

WALLBOX USA INC

AR ELECTRONICS SOLUTIONS, S.L.U.

as Accredited

WALL BOX CHARGERS, S.L.U.

WALLBOX NV

as Guarantors

and

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

BANCO SANTANDER, S.A.

CAIXABANK, S.A.

EBN BANCO, S.A.

INSTITUTO DE CRÉDITO OFICIAL, E.P.E.

CATALAN INSTITUTE OF FINANCE

MORA BANC GRUP S.A.

COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E.

as Funding Entities

DLA Piper Spain S.L.U.

Paseo de la Castellana 39, 28046 Madrid

T: +34 91 319 12 12

F: +34 91 319 19 40

www.dlapiper.com

IF 1 > 1 "- 1 -"

INDEX

CLAUSES		8
SECTION I		8
NATURE AND INTERPRETATION		8
1.	NATURE AND INTERPRETATION	8
SECTION II		8
ADHESION OF FUNDING ENTITIES		8
2.	CAIXABANK'S MEMBERSHIP	8
3.	ADHESION OF THE UNION	8
SECTION III		11
NON-EXTINGUISHING AMENDING NOVATION OF THE ORIGINAL FRAMEWORK AGREEMENT		11
4.	NON-EXTINGUISHING AMENDING NOVATION OF THE ORIGINAL FRAMEWORK AGREEMENT	11
SECTION IV		12
OTHER PROVISIONS		12
5.	FORMAL DECLARATIONS	12
6.	PRE-CONDITIONS OR SIMULTANEOUS CONDITIONS FOR SIGNATURE	12
7.	COMMUNICATIONS	13
8.	CORRECTION OR SUPPLEMENTATION OF THIS POLICY	13
9.	COSTS AND EXPENSES	14
10.	SECOND COPIES	14
11.	DATA PROTECTION AND ANTI-CORRUPTION POLICY	14
SECTION V		14
APPLICABLE LAW AND JURISDICTION		14
12.	APPLICABLE LEGISLATION	14
13.	JURISDICTION	14

ANNEX 1 L/P FINANCING AND WORKING CAPITAL LINES

ANNEX 2 CONSOLIDATED TEXT

IF 2 > 1 "- 2 -"

In Barcelona and Madrid, on 8 April 2025.

With the intervention of Ms. Laura Nogales Martín, Notary of Barcelona and of the Illustrious Notarial Association of Catalonia and of Mr. Andrés Domínguez Nafría, Notary of Madrid and its Illustrious Notarial Association.

On the one hand,

WALL BOX CHARGERS, S.L.Or. ("Wallbox Chargers") with registered office in Madrid, Paseo de la Castellana, number 95, 28th floor and with N.I.F. B66542903. The person(s) identified in the intervention procedure of this document act in their name and on their behalf .

WALLBOX USA INC. (the "Wallbox USA") with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States and with N.I.F. N0258284I. The person(s) identified in the intervention procedure of this document act in their name and on their behalf.

AR ELECTRONIC SOLUTIONS, S.L.U. ("AR Electronic") with registered office at Carrer del Foc 68, 08038-Barcelona and with N.I.F. B66162413. The person(s) identified in the intervention procedure of this document act in their name and on their behalf .

WALLBOX N.V., a company duly incorporated under the laws of the Netherlands, registered in Amsterdam and having its registered office at Carrer del Foc 68, 08038 Barcelona, Spain and N.I.F. N0098134J ("Wallbox NV"). The person(s) identified in the intervention procedure of this document act in their name and on their behalf .

Hereinafter:

(i) Wallbox Chargers in its capacity as an accredited party under the financing contracts and/or working capital lines identified in Annex I;

(ii) Wallbox USA in its capacity as an accredited under the financing agreements and/or working capital lines identified in Annex I; and

(iii) AR Electronic in its capacity as an accredited under the financing contracts and/or working capital lines identified in Annex I;

they will be called the "Accredited Parties" and each of them, individually and indistinctly, will be called the "Accredited Parties".

Likewise, any of the above, when acting in their capacity as guarantors of any of the L/P Financing and/or Working Capital Lines defined in Exhibit II below,

the "Guarantors" shall be referred to as the "Guarantors" and each of them, individually and indistinctly, shall be referred to as the "Guarantor".

Finally, the Borrowers and the Guarantors will be jointly referred to as the "Obligated Parties" and each of them, individually and indistinctly, the "Obligor".

And on the other hand,

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. ("BBVA"), a credit institution with registered office in Bilbao, Plaza de San Nicolás, 4 and with tax identification number

IF 3 > 1 "- 3 -"

A-48265169. The persons whose data are identified in the intervention procedure of this document act in their name and on their behalf.

BANCO SANTANDER, S.A. ("Santander"), a credit institution with registered office in Santander, Paseo de Pereda, 9-12 and with N.I.F. A-39000013. The persons identified in the intervention procedure of this document act in their name and on their behalf.

CAIXABANK, S.A. ("CaixaBank"), with registered office in Valencia, Calle Pintor Sorolla, 2-4 and with N.I.F. A-08663619. The persons identified in the intervention procedure of this document act in their name and on their behalf.

EBN BANCO DE NEGOCIOS, S.A. ("EBN"), a credit institution with registered office at Paseo de Recoletos, 29, 28004 Madrid and with N.I.F. A-28763043. The persons identified in the intervention procedure of this document act in their name and on their behalf.

INSTITUTO DE CRÉDITO OFICIAL, E.P.E ("ICO"), a public body set up as a public business entity attached to the Ministry of Economic Affairs and Transformation, with registered office at Paseo del Prado 4, 28014 Madrid and with N.I.F. Q-2876002-C. The persons identified in the intervention procedure of this document act in their name and on their behalf.

INSTITUT CATALÀ DE FINANCES ("ICF"), with registered office at Gran Via de les Corts Catalanes, number 635, Barcelona and with N.I.F. Q-5855055I. The persons identified in the intervention procedure of this document act in their name and on their behalf.

MORA BANC GRUP, S.A. ("Morabanc"), with registered office at Avenida Meritxell, 96, AD500, Andorra la Vella and with N.I.F. N0431302I. The persons identified in the intervention procedure of this document act in their name and on their behalf.

COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E. ("Cofides"), with registered office at Aseo de la Castellana, 278, 28046 Madrid and with N.I.F. A78990603, as manager in its own name and on behalf of the FUND FOR INVESTMENTS ABROAD, F.C.P.J. The persons identified in the intervention procedure of this document act in their name and on their behalf.

Hereinafter, the financial institutions identified above and, where applicable, the transferee entities of any of them that adhere to this document pursuant to the provisions of Clause 11.2 of the Framework Agreement described below, shall be jointly referred to as the "Financing Entities" and, individually, each of them indistinctly, a "Financing Entity".

Likewise, EBN, ICO, ICF, Morabanc and Cofides will be jointly referred to as the “Trade union” in their capacity as Financing Entities of the Syndicated Financing Agreement and the COFIDES Financing Agreement described in the Exhibit IV following.

IF 4 > 1 "- 4 -"

EXPOSED

I. That the Accredited Companies are companies mainly dedicated to the sector of advanced chargers for electric vehicles and innovative energy management systems, which are part of a group of companies – under the terms of Article 42 of the Commercial Code – whose parent company is Wallbox NV (hereinafter, the "Group").

II. That, on this date, the Borrowers (and certain companies of their Group) have subscribed the following indebtedness in order, among others, to be able to meet their general corporate needs:

a) certain long-term financing subscribed with the Financing Entities (except the Syndicate) on a bilateral basis and two long-term financings subscribed with the Syndicate in which EBN has the position of agent, the details of which are identified in Annex 1 (A) to this Agreement (the "L/P Financing");

b) certain bilateral working capital lines of various types subscribed with the Financing Entities (except the Union), the details of which are identified in Annex 1 (B) to this Agreement (the "Working Capital Lines").

III. That, in order to optimize its financial structure and contribute to strengthening the continuity and viability of the Group's activity, the Borrowers requested the Financing Entities to formalize a framework debt reorganization agreement in order to regulate certain terms common to the L/P Financings, as well as the commitment to maintain the Working Capital Lines in force.

This request was carried out on November 11, 2024 through the formalization of a framework agreement that was signed by BBVA and Santander, as initial Financing Entities and the Accredited Entities, by virtue of a policy intervened by the Notary Public of Barcelona Ms. Laura Nogales Martín with number 217 of its registry book (the "Original Framework Agreement").

IV. That by virtue of the provisions of Clause 6.2 of the Original Framework Agreement:

a) ICO, ICF, Morabanc and EBN, in their capacity as Financing Entities of the syndicated financing agreement for a maximum amount of €30,000,000 initially signed on October 16 by Wallbox Chargers, as Accredited Company, Wallbox NV and Wallbox USA as guarantors and ICO, ICF, Morabanc and EBN, as Financing Entities and intervened in policy by the Notary Public of Barcelona Ms. Laura Nogales Martín with number 206 of its registry book, where EBN holds the status of agent (the "Syndicated Financing Agreement") identified in Annex I (A);

b) COFIDES, in its capacity as Financing Entity of the financing contract for a maximum amount of € 5,000,000 initially subscribed on October 16 by Wallbox USA, as Accredited Company, Wallbox NV and Wallbox Chargers as guarantors and COFIDES, as Financing Entity and intervened in policy by the Notary Public of Barcelona Ms. Laura Nogales Martín with number 207 of its registry book, in which EBN holds the status of agent (the "COFIDES Financing Agreement") identified in Annex I (A); and

IF 5 > 1 "- 5 -"

c) CaixaBank, in its capacity as Financing Entity for L/P Financing and Working Capital Lines identified in Appendix I (A) and (B), respectively,

they had to adhere to the Original Framework Agreement, within a period not exceeding six (6) months from the original signature.

V. That it is the intention of the Union and CaixaBank to proceed with the aforementioned adhesion. However, to this end, it has been necessary to review certain terms of the Original Framework Agreement and of the L/P Financing and Working Capital Lines subject to it, in order to adapt them to the current situation of the Group and in order to try to guarantee the financial viability sought with the Original Framework Agreement.

VI. That the Financing Entities and the Obligated Parties acknowledge and accept that for the subscription of this Policy and the modifying novation of the L/P Financing in the terms contained herein, it has been essential that, prior to or simultaneously with its signing, each and every one of the conditions referred to in the Clause have been complied with 5 subsequently, to the satisfaction of the Funding Entities.

VII. That, as a continuation of all the above, it is the wish of the Parties to grant this NON-EXTINGUISHING MODIFYING NOVATION POLICY OF A FRAMEWORK AGREEMENT FOR DEBT REORGANIZATION AND ADHESION (hereinafter, the "Policy"), which will be governed by the following

IF 6 > 1 "- 6 -"

CLAUSES

SECTION I

NATURE AND INTERPRETATION

1. NATURE AND INTERPRETATION

1.1 This document constitutes a non-extinguishing amending novation of the Original Framework Agreement, in accordance with the provisions of Article 1203 of the Civil Code.

1.2 The Parties agree that defined terms that do not have a specific definition in this Policy shall have the meaning ascribed to such terms in the Original Framework Agreement.

Likewise, hereinafter, the Original Framework Agreement, as it is modified by modification due to the granting and content of this Policy, will be referred to as the "Framework Agreement".

SECTION II

ADHESION OF FUNDING ENTITIES

2. CAIXABANK'S MEMBERSHIP

With effect from today, CaixaBank, in its capacity as Financing Entity for the L/P Financing identified in Annex I (A) and the Working Capital Lines identified in Annex I (B), by virtue of this Policy, formalises its adherence to the Original Framework Agreement, accepting all its terms and conditions. formulating with respect to itself the declarations contained in the Original Framework Agreement and undertaking to comply with the obligations for the Financing Entities arising from said document and on the basis that all references made in the Original Framework Agreement to each Financing Entity imply, as of this date, an individualised reference to CaixaBank as an adhering Financing Entity and as appropriate.

For the appropriate purposes, CaixaBank declares that it is fully aware of the content of the Original Framework Agreement as it has received a copy of it prior to this act and expressly accepts the guarantees already granted in favour of the Financing Entities under their respective L/P Financing and/or Working Capital Lines.

Likewise, CaixaBank, as an adhering entity, states that your data for communications in relation to the Framework Agreement are those indicated in Clause 6 of this Policy.

3. ADHESION OF THE UNION

3.1 Subject to the provisions of Clause 3.2 below, each of the Union's Financing Entities, in its capacity as Financing Entities of the Syndicated Financing Agreement and the COFIDES Financing Agreement, formalize its adhesion to the Original Framework Agreement, accepting all its terms and conditions, formulating with respect to itself the declarations contained in the Original Framework Agreement and undertaking to comply with the obligations that for the Financing Entities are derived from said document and on the basis that all references in the Original Framework Agreement to each Financing Entity suppose,

IF 7 > 1 "- 7 -"

as of this date, an individualized reference to the Union as adherent Financing Entities and as appropriate in each case.

For clarification purposes, it is hereby stated that the Financing Entities that are part of the Syndicate are subject to an agreement between creditors signed in order to regulate the coexistence of the Syndicated Financing Contract and the COFIDES Financing Contract, which was intervened in policy by the Notary Public of Barcelona, Ms. Laura Nogales Martin, with number 208 of its record book. Consequently, the Financing Entities that are part of the Union will act as a single Financing Entity in relation to the Syndicated Financing Agreement and the COFIDES Financing Contract – through EBN (as agent) – in terms of decision-making and voting related to the Framework Agreement.

For the appropriate purposes, each of the Union's Financing Entities declares that they are fully aware of the content of the Original Framework Agreement by having received a copy of it prior to this act and expressly accept the guarantees already granted in favor of the Financing Entities under their respective L/P Financing and/or Working Capital Lines.

Likewise, the Union, as adherent entities, state that their data for communications in relation to the Framework Agreement are those indicated in Clause 7 of this Policy.

3.2 Suspensive Condition

3.2.1 The Syndicate hereby declares – and the other Parties to this Policy hereby agree – that the effectiveness, validity and effects of this Agreement are subject to compliance with the following conditions precedent (the "Conditions Precedent") before 11:59 p.m. on 15 April 2025 ("Deadline for Compliance with the Conditions Precedent"):

(i) the signing of a modifying and non-extinguishing novation of the Syndicated Financing Agreement and the COFIDES Financing Agreement in order to document, among others, the modifications contained in this Framework Agreement;

(ii) the authorisation of CESCE to the non-extinguishing modifying novation of the Syndicated Financing Agreement and the COFIDES Financing Agreement and the signing of two supplements to the corresponding CESCE policy, on terms satisfactory to the agent of said contracts (the "CESCE Policy Supplements"); and

(iii) the payment to CESCE by the Borrower in question of the Syndicated Financing Contract and the COFIDES Financing Agreement (on behalf of the Financing Entities) of the premium determined by CESCE as a result of the Supplement to the corresponding CESCE Policy.

3.2.2 Compliance with the Conditions Precedent will be accredited by the confirmation by the Notaries involved of the subscription by all parties and the sending by the agent of the Syndicated Financing Agreement and the COFIDES Financing Agreement (i.e. EBN) of an email from the domain "@ebnbanco.com" to the following email addresses: lnogales@notariado.org and fmiras@notariado.org; copying to the following addresses: legal@wallbox.com, jfcanalejas@ga-p.com,

IF 8 > 1 "- 8 -"

imedina@ga-p.com, Rocio.Smith@dlapiper.com and cmillan@notarialagasca88.com; indicating that they have complied with the Conditions Precedent in the terms provided for in this Clause.

3.2.3 In the event that the Conditions Precedent are met before the Deadline for Compliance with the Conditions Precedent, the Union's adherence to the Framework Agreement will take effect from 15 April 2025 (the "Effective Date").

3.2.4 The Parties expressly instruct and authorise the intervening Notary (or the one who may replace him at any time), to:

(i) If you have been accredited in due time and form that you have complied with the Conditions Precedent in the terms established above, you must state this in this policy through the appropriate diligence.

(ii) If, by the Deadline for Compliance with the Conditions Precedent provided for in the previous sections, compliance with the Conditions Precedent has not been accredited in the agreed manner, please state this policy by means of diligence, including a statement that the Conditions Precedent have not been complied with and that, therefore, This policy is not legally effective.

IF 9 > 1 "- 9 -"

SECTION III

NON-EXTINGUISHING AMENDING NOVATION

OF THE ORIGINAL FRAMEWORK AGREEMENT

4. NON-EXTINGUISHING AMENDING NOVATION OF THE ORIGINAL FRAMEWORK AGREEMENT

4.1 With effect from the date of granting this Policy, the Parties agree to novate the Original Framework Agreement amending and not extinguishing.

4.2 In order to incorporate all the changes arising from the incorporation of the Syndicate and CaixaBank into the Framework Agreement and to adapt them to the debt reorganisation needs of the Borrowers for the successful completion of the aforementioned document, the Parties agree to approve, for all appropriate legal and contractual purposes, a modified and recast version of the Original Framework Agreement ⸻excluding appearances, and including Annexes⸻ with the wording included in this Policy as Annex 2 (the "Consolidated Text").

The Parties expressly state that the clauses of the Consolidated Text replace in their entirety the clauses agreed to date, on the understanding that the Framework Agreement ⸻including the Consolidated Text⸻ will constitute the same and only contract. Consequently, the Parties confirm that the granting of this Policy will not alter the original date of execution of the Framework Agreement (which took place on November 11, 2024) nor will it in any way imply the termination of the same.

4.3 The Parties also agree to introduce the following defined terms in the Framework Agreement:

 "External Advisorˮ means FTI Consulting, S.R.L. – or any other external consultant that may replace it at any time with the prior agreement of all the Funding Entities – who will carry out the monitoring and verification tasks provided for in the Framework Agreement.

 "Group Working Capital Lines" means the Working Capital Lines and the rest of the Group's working capital lines existing at any given time and identified in Annex II (A) of the Consolidated Text.

 "Novation of the Framework Agreement" means this Policy for the adhesion of Financing Entities and for the amending novation of the Original Framework Agreement.

 "Union" means EBN, ICO, ICF, Morabanc and Cofides in their capacity as Financing Entities of the Syndicated Financing Agreement and the COFIDES Financing Agreement.

IF 10 > 1 "- 10 -"

SECTION IV

OTHER PROVISIONS

5. FORMAL DECLARATIONS

5.1 The Financing Entities grant this Policy induced by the following declarations of the Borrower, which solemnly states on this date that:

(a) the subscription of this Policy does not contravene any statutory and/or corporate rule and is in possession of all the authorisations that may be required, where appropriate, for the formalisation of the same;

(b) all acts, conditions and formalities, whether required by law or by the Bylaws or other corporate or contractual documents, which must be carried out or complied with in order to: (i) allow the lawful execution of this Policy, as well as the exercise of the rights and compliance with the obligations expressly assumed by said companies by virtue thereof; and (ii) ensure that the obligations expressly assumed in this Policy Policy are legal, valid and binding, have been duly made and completed; and

(c) the granting of this Policy does not violate the obligations assumed by the Borrower in other contracts with third parties, nor does it entitle the counterparties to such contracts to terminate or modify them in any way.

6. PRE-CONDITIONS OR SIMULTANEOUS CONDITIONS FOR SIGNATURE

6.1 The Borrowers declare and the Financing Entities accept that, prior to or simultaneously with the signing of this Policy, each and every one of the following conditions have been met to their satisfaction:

(a) Delivery to the Financing Entities of a copy of the powers of attorney and/or deeds of appointment of the representatives of the Obligated Entities that empower them to grant, in their name and representation and, as appropriate, this Policy.

(b) Delivery to the Financing Entities of any documents necessary for all of them to comply with the applicable regulations on money laundering and know your customer.

(c) Delivery to the Financing Entities of a business plan for the period 2025-2027.

(d) That a letter of engagement has been signed with the External Advisor to carry out the monitoring and issuance of reports under the terms provided for in the Framework Agreement and the details of which are included as Annex IV of the Consolidated Text.

(e) Formalisation of the modifying (non-extinguishing) novation contracts of the L/P Financing subject to the Framework Agreement and, where appropriate, ratification of the guarantees granted in favour of the Financing Entities.

IF 11 > 1 "- 11 -"

(f) That no cause for the early termination of any of the Financing Agreements is in force or as a result of the signing of the Framework Agreement.

(g) That all representations and warranties contained in the Clause 4 above are complete, truthful and accurate.

6.2 The parties acknowledge and accept that the aforementioned conditions are an essential element for the granting of this Policy and, therefore, for the maintenance of the Framework Agreement by the Financing Entities.

7. COMMUNICATIONS

7.1 The addresses for the purposes of communications are those indicated for each of the parties in Annex VI of the Consolidated Text attached as Annex 2 to this Framework Agreement.

7.2 All requests, notifications, notices and communications in general between the parties to this Policy and the Framework Agreement that refer to or derive from it and do not have a special formality provided for therein, will be understood to have been duly made when, with the necessary notice, they are carried out by email or any other system that allows the accreditation of their receipt, addressed to the respective code indicated next to the addresses indicated in the aforementioned Annex VI of the Consolidated Text or by writing to said addresses.

7.3 Communications of a general nature relating to this Policy and/or the Framework Agreement and those referring to it as a whole to be produced by the Obligated Parties shall be addressed, on the same date, to all the Financing Entities – simultaneously – as established in the Framework Agreement.

7.4 In the same way, communications of a general nature relating to this Policy and/or the Framework Agreement and those referring to it as a whole that must be produced by the Financing Entities addressed to the Obligated Parties will be addressed, in addition to the former, to the other Financing Entities.

7.5 Any modification to the addresses indicated in Annex VI of the Consolidated Text will not have any effect until it has been notified in form to the Financing Entities and the Accredited Entities at least five (5) days in advance. In the case of assignees, the address will be that indicated by the transferring Financing Entity in the corresponding communication of the assignment.

8. CORRECTION OR SUPPLEMENTATION OF THIS POLICY

If required to do so by the other Parties, the Obligated Parties undertake to grant (at their own expense), within a maximum period of ten (10) business days from such request, as many public and private documents as may be necessary.

9. COSTS AND EXPENSES

All fees of the notary public, tariffs, taxes and any other reasonable, justified and agreed expenses accrued for the preparation and granting of this Policy (as well as the

IF 12 > 1 "- 12 -"

performance of any actions contemplated in it) and its eventual correction, supplement or clarification documents (including legal advisors' fees in accordance with previously accepted budgets), as well as those of issuance of first copy with and without enforceable force, will be borne by the Accredited Companies.

10. SECOND COPIES

The Parties agree to the issuance of second and subsequent enforceable copies of this Policy, for the purposes of Article 517 of the Code of Civil Procedure and expressly authorise the Financing Entities to request the issuance of such copies, the cost of which will be borne by the requesting party.

11. DATA PROTECTION AND ANTI-CORRUPTION POLICY

The parties refer to the provisions provided for this purpose in the Consolidated Text of the Framework Agreement attached to this Policy as Annex 2.

SECTION V

APPLICABLE LAW AND JURISDICTION

12. APPLICABLE LEGISLATION

This Policy shall be governed by and construed in accordance with common Spanish law.

13. JURISDICTION

To the extent that such submission is legally admissible, each of the Parties to this Policy irrevocably submits, expressly waiving any jurisdiction that may correspond to it, to the jurisdiction of the Courts and Tribunals of the capital of Madrid for the knowledge and resolution of any claim that may arise from compliance with or interpretation of this Policy.

The obligated parties:

WALL BOX CHARGERS, S.L.U.

WALLBOX USA Inc.

AR ELECTRONICS SOLUTIONS, S.L.U.

P.P.

_______________________________

WALLBOX NV

p.p.

_______________________________

IF 13 > 1 "- 13 -"

The Funding Entities:

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

p.p.

_______________________________ ______________________________________

BANCO SANTANDER, S.A.

p.p.

_______________________________ _______________________________

CAIXABANK, S.A.

p.p.

_______________________________ _______________________________

EBN BANCO DE NEGOCIOS, S.A.

p.p.

_______________________________ _______________________________

INSTITUTO DE CRÉDITO OFICIAL, E.P.E.

p.p.

_______________________________ _______________________________

IF 14 > 1 "- 14 -"

CATALAN INSTITUTE OF FINANCE

p.p.

_______________________________ _______________________________

MORA BANC GRUP S.A.

p.p.

_______________________________ _______________________________

COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E. as manager in his own name and on behalf of the FUND FOR INVESTMENTS ABROAD, F.C.P.J.

P.P.

_______________________________ _______________________________

WITH MY INTERVENTION

THE NOTARY

IF 15 > 1 "- 15 -"

ANNEX 1

[Removed]

ANNEX 2: CONSOLIDATED TEXT OF THE FRAMEWORK AGREEMENT AS OF 8 APRIL 2025

ANNEX 2 TO THE NOVATION CONTRACT OF THE FRAMEWORK AGREEMENT

RECAST TEXT OF THE FRAMEWORK AGREEMENT AS OF [8] APRIL 2025

CLAUSES

1. PURPOSE OF THE FRAMEWORK AGREEMENT

The purpose of this Framework Agreement is to establish certain commitments to be assumed by the parties in relation to L/P Financing and Working Capital Lines and to establish a series of terms and conditions common to all of them through the modifying novation of all of them (where appropriate and in addition, through the modifying novation of the aforementioned L/P Financing and/or Working Capital Lines that they consider necessary or convenient).

In relation to the Working Capital Lines, the parties state that they are of a different nature from each other and that, without prejudice to the commitments assumed by the parties under this Framework Agreement, their specific characteristics will be maintained in the part not expressly modified by this Framework Agreement. For clarification purposes, the Parties expressly state that the provisions of the Clause 4 (Maintenance Commitments of AM Working Capital Lines), constitutes, for all intents and purposes, an express modification of the AM Working Capital Lines.

Likewise, the Borrowers expressly acknowledge and accept that the joint presentation of this Framework Agreement and the corresponding Financing Agreement or AM Working Capital Line (as these terms are defined in Clause 2 lower), shall constitute a sufficient enforceable title for the purposes of judicial claim.

2. INTERPRETATION

The parties to this Framework Agreement expressly acknowledge and accept that the interpretation and compliance with the L/P Financing must in all cases be consistent with the content of this Framework Agreement, with the understanding that, in the event of inconsistency between the provisions of any of the L/P Financing and/or the AM Working Capital Lines and the provisions of this Framework Agreement, The provisions herein shall prevail.

Finally, for the purposes of this Framework Agreement:

(i) the L/P Financings, as they are modified by virtue of this Framework Agreement (and without prejudice to any possible bilateral modifying novation that may be formalized by the corresponding parties), will be referred to as the "Financing Agreements" and any of them, individually and indistinctly, the or a "Financing Agreement";

(ii) the joint amount of the debt assumed by the Borrowers as principal under the L/P Financings pending amortization or repayment at any time will be referred to as the "Outstanding L/P Principal";

(iii) the Working Capital Lines, as they are modified by virtue of this Framework Agreement (and without prejudice to any possible bilateral modifying novation that may be formalized by the corresponding parties), will be referred to as the "AM Working Capital Lines" and any of them, individually and indistinctly, the or an "AM Working Capital Line";

(iv) the AM Working Capital Lines, together with the rest of the working capital lines identified in Annex II and/or those that replace or complement them by the companies of the Group at any time, in compliance with the provisions of this Framework Agreement, will be referred to as the "Group Working Capital Lines"; and

(v) the Group's financial indebtedness existing on the date of signature of this Framework Agreement, which is identified in Annex II, together with that which replaces it at any time in compliance with the provisions of the Framework Agreement, shall be referred to as the "Total Debt".

3. TERMS AND CONDITIONS COMMON TO L/P FINANCING

The parties to this Framework Agreement agree that, in addition to the provisions included in each of the L/P Financing that are not modified by virtue of this Framework Agreement, they will also be governed by the following terms and conditions, which will be common to all of them:

3.1 Ordinary depreciation

The Outstanding Principal L/P will be amortized by the corresponding Borrower in accordance with the provisions of the respective L/P Financing.

However, by virtue of this Framework Agreement, the parties agree to introduce a grace period on principal in the respective repayment schedules in accordance with the schedules for each of them included in Annex III to this Framework Agreement.

The implementation of the grace period will be carried out by proportionally increasing the remaining principal repayment instalments after the end of the grace period and, therefore, the payment dates of such instalments and the maturity dates of the underlying L/P Financing will remain unchanged.

3.2 Prevalence of the Framework Agreement

The parties acknowledge and confirm that the provisions contained in this Clause 3 and, in particular, in the Clause 3.1, amend each of the L/P Financing Agreements and agree that, in the event of any discrepancy between the provisions of each of the L/P Financing Agreements and the provisions of this Clause, the latter shall prevail.

4. COMMITMENT TO MAINTENANCE OF AM WORKING CAPITAL LINES

4.1 In addition to the introduction of the grace period for principal under Clause 3.1 above, the Financing Entities of the AM Working Capital Lines undertake, for their own benefit and interest as well as that of the Obligated Persons and the companies of their Group, to renew the AM Working Capital Lines and to keep them in force – in their corresponding financing modalities – at least, until 30 June 2026 for the maximum amounts indicated in Annex I (B), provided that the Borrower or the Group company in question, as applicable, is in strict compliance with the provisions of the respective AM Working Capital Line and the respective Financing Agreements; or, in the event of non-compliance, provided that it has been remedied by the corresponding Borrower in due time and form or dispensed with by the corresponding Financial Institution.

Notwithstanding the foregoing, the Parties agree that the above maintenance obligation will not affect CaixaBank's AM Working Capital Line for a maximum amount of €500,000 identified in Annex I (B), whose commitment extends until 28 April 2026.

4.2 Likewise, the parties hereby state that those AM Circulating Lines that are not committed and/or that do not have a limit, shall be understood to be committed until the date provided for in this Clause and/or granted by the limits indicated in the aforementioned Annex I (B).

4.3 For clarification purposes, in the event that the Borrower in question is in cause of non-payment of any of the AM Working Capital Lines or the L/P Financing, and such non-compliance was not corrected by the corresponding Borrower in a timely manner or expressly dispensed by the corresponding Financial Institution, then the Financing Entities will not be obliged to allow the making of provisions under the respective Lines of Circulating AM, or to extend its term of validity upon the expiration date in force at the time of the default.

5. PROPORTIONALITY IN THE USE OF GROUP WORKING CAPITAL LINES

5.1 The Borrowers expressly and irrevocably undertake and undertake to dispose of the Group Working Capital Lines without discriminating against or favoring some Total Debt Financing Entities over others, including the Financing Entities, so that the following rules will be mandatory for the Borrowers under the Group Working Capital Lines.

5.2 The Borrowers undertake to dispose of the Group Working Capital Lines in such a way that, in relation to the aggregate percentage of use of the working capital lines contracted with each financing entity, there are no differences in percentage terms of twenty percent (20%) between financing entities.

For illustrative purposes, if a financing entity (e.g., Entity A) has drawn, as a whole, sixty percent (60%) of its total working capital lines, the aggregate percentage of drawdown with the other financing entities (e.g., Entities B, C and D) must not be less than forty percent (40%) of the total available with each of them, respectively.

5.3 The verification of compliance with these obligations will be carried out by the External Advisor in view of the information obligations regulated in Clause 6 following.

In the event that such verification shows that the proportionality obligations provided for in Clause 5.2 above, the Accredited Parties shall make their best efforts to, within a period not exceeding sixty (60) days, regularize the situation in accordance with the rules of proportionality provided herein. In the event that the situation is regularized within the indicated period, it will not be considered as a breach and, consequently, the resolutory condition provided for in the terms of the Clause will not be understood to have been fulfilled 12.1 (Resolutory Condition).

5.4 The Parties agree that the proportionality commitment regulated herein shall not apply to the factoring contract for a maximum amount of €12,000,000 entered into with Targobank AG and the recourse factoring line for a maximum amount of €15,000,000 signed with Barclays Bank, S.A., identified in Annex II or to any other lines of the same nature and similar characteristics that may replace them in the future.

6. REPORTING OBLIGATIONS OF BORROWERS

6.1 In order to enable the External Counsel to make its monthly reports in accordance with the provisions of the Clause 8.6, the Accredited Companies undertake to provide the External Advisor – or to provide access to – any information that is necessary for this purpose in a timely manner.

6.2 In addition to the obligations established in each of the L/P Financing and/or AM Working Capital Lines (as applicable), the Borrowers assume with respect to themselves – and, where appropriate, with respect to the companies of their Group vis-à-vis the Financing Entities – the obligation to immediately inform the Financing Entities in writing of the occurrence of any circumstance of which they are aware:

that has the effect (or could reasonably be expected to have the effect of) any of the formal statements in the Clause 9 subsequent to the date of this Framework Agreement;

that constitutes or could constitute the maturity or early termination of any of the L/P Financings and/or the AM Working Capital Lines and, upon receipt of a written request to that effect from the Financing Entities, confirm that, except as previously notified or in the confirmation itself, no cause for maturity or early termination of any of them has occurred;

that results in the exemption by any Financing Entity of any breach of the Financing Agreement or the AM Working Capital Line in question granted to the corresponding Borrower.

To this end, the Financing Entities by virtue of this Framework Agreement undertake to notify the rest of the exemption from compliance with the obligations provided for in the respective Financing Agreements or AM Working Capital Lines.

Likewise, for clarification purposes, it is hereby stated that the decision on the declaration of a case of non-compliance under the corresponding Financing Agreement or AM Working Capital Line will correspond solely and exclusively to the affected Financing Entity, but its eventual dispensation or correction must be communicated to the rest of the Financing Entities;

that results or is likely to result in "material adverse change" (as that term is referred to and defined in each Financing Agreement);

that constitutes some case of mandatory early repayment in accordance with the provisions of the corresponding Financing Agreement; or

that reveals the current or imminent insolvency of any of the Obligors in accordance with the provisions of the Insolvency Law (or any other equivalent applicable regulations) or the start of the opening of negotiations with their creditors.

6.3 Likewise, and without prejudice to the provisions of Clause 4 above, the Borrowers are obliged to inform the Financing Entities when there is a "fall in risk" of any of the Group Working Capital Lines (i.e., when a working capital line is cancelled or its limit is reduced by any amount) provided that this entails a fall of at least 20% of the corresponding Group Working Capital Line and, in aggregate, the fall in the Group Working Capital Lines is more than €2,000,000.

For clarification purposes, it will not be necessary to report in those cases in which the "fall in risk": (i) is due to a replacement of the working capital line with the same or another credit institution or (ii) it is a cancellation that is corrected by contracting another working capital line for an equivalent amount or (ii) it is corrected by the injection of equity into the Group through a capital increase; and any of these remedies takes place within a period not exceeding eight (8) weeks.

7. FINANCIAL OBLIGATIONS OF BORROWERS

7.1 By virtue of this Framework Agreement, the Financing Entities (other than the Union) agree that the ratios and financial levels (or financial covenants) that may be regulated in the respective Financing Agreements will not be applicable during the term of the same and therefore, any breach of such ratios and/or financial levels will not constitute a breach under the corresponding Financing Agreement.

7.2 Notwithstanding the foregoing, during the term of this Framework Agreement, the Borrowers undertake to comply at all times with the financial ratio indicated below (the "Financial Ratio"):

Cash and Equivalents

The minimum monthly amount of Cash and Cash Equivalents must be THIRTY-FIVE MILLION EUROS (€35,000,000).

For the purposes of this Framework Agreement, "Cash and Cash Equivalents" means the balance of cash and demand deposits with an initial maturity of three months or less, included under the heading "Cash and cash equivalents" of the consolidated balance sheet, including current financial assets.

7.3 Wallbox NV shall deliver to the Financing Entities, as soon as it is available and, in any case, within twenty (20) Business Days following each month, a certificate signed by the Chief Financial Officer (CFO) of the Group determining the calculation of the Financial Ratio of the Clause 7.2 previous.

8. ADDITIONAL OBLIGATIONS OF THE BORROWERS

In addition to the obligations contained in the respective L/P Financing or in the AM Working Capital Lines, by virtue of this Framework Agreement, the Borrowers undertake to:

8.1 make their best efforts to ensure that Group companies in which they are accredited and/or guarantors of L/P Financing and AM Working Capital Lines that have not signed this Framework Agreement on the original signature date, adhere to it by means of a public instrument before or on May 11, 2025, pursuant to the accession document, a specimen of which is annexed to this Framework Agreement as Annex IV;

8.2 not to constitute any real or personal guarantee in security of the Total Debt other than those existing (or, where appropriate, those that replace them in compliance with the provisions of this Framework Agreement) and, where appropriate, ratified on the date of signing the Novation of the Framework Agreement;

8.3 not to incur financial indebtedness in addition to the Total Debt — which is identified in Annex II — that has a higher rank than any of the L/P Financing for any reason (i.e. either because it is structurally so, or because it is contractually agreed or due to the guarantees granted in its favor). Notwithstanding the foregoing, the Borrowers may change their financial institution and/or the financial instruments detailed in Appendix II – other than L/P Financing and AM Working Capital Lines – provided that the amount of the Total Debt detailed in said Annex is not exceeded;

8.4 not to make voluntary early repayments, either total or partial, of any debt that forms part of the Group's Total Debt during the term of this Framework Agreement (except, where appropriate, for redemptions in Group Working Capital Lines on a revolving basis and/or redemptions made in order to replace Group Working Capital Lines that are not the AM Working Capital Lines and therefore not subject to this Framework Agreement);

8.5 Hire and keep the External Advisor hired so that he or she can perform the tasks entrusted under the assignment letter dated March 28, 2025, the details of which are included as Annex V and which will materialize in a monthly report to be provided by the External Advisor to the Financing Entities no later than the last day of the month following the month to which the report refers.

The first monthly report will be delivered in relation to the existing data as of April 30, 2025.

9. DECLARATIONS OF THE OBLIGATED PARTIES

9.1 The Obligated Parties make in favour of the Financing Entities (as applicable) the formal declarations contained in the respective Financing Agreements, declarations that will be understood to be incorporated mutatis mutandis into this Framework Agreement for all appropriate legal and contractual purposes, and reiterate them in full in accordance with the provisions thereof.

9.2 In addition, the Obligated Parties make the following formal declarations in favour of the Financing Entities:

(1) all the information, including that of an accounting and financial nature, provided to the Financing Entities for the execution of this Framework Agreement is true, complete and correct in all its relevant aspects, has been prepared in accordance with the generally accepted accounting principles that are applicable, and reflects its authentic equity, economic and financial situation (including contingent liabilities) and the results of its operations;

(2) the signing of this Framework Agreement is made with the purpose of guaranteeing the financial viability of the Group and, therefore, its mere subscription does not constitute, nor is there a risk that it will constitute, any cause that may give rise to the early maturity of the Financing Agreements or the AM Working Capital Lines; and

(3) each and every one of the conditions prior to or simultaneous to the signing of this Framework Agreement referred to in Clause 14 posterior.

9.3 Each of the formal declarations contained in this Clause shall be understood to be repeated on each date of payment (of principal and/or interest) and on each date of adhesion of a Financing Entity (either by virtue of the provisions of the Clause 6 or by virtue of assignment in accordance with the provisions of the Clause 11.2), by reference to the facts and circumstances that exist at that time and except for the variations that, with respect to the initial situation, may have been communicated to the Financing Entities at all times in accordance with the provisions of the respective Financing Agreements.

10. RESPONSIBILITY OF FUNDING ENTITIES

The contractual position assumed by the Financing Entities in this Framework Agreement is joint, and therefore their rights and obligations arising from it are entirely independent. Notwithstanding this, the decisions that, as a result of the development of this Framework Agreement, correspond

to the Financing Entities will be adopted by agreement of the unanimity of the Financing Entities (unless otherwise expressly indicated).

11. COLLABORATION BETWEEN FUNDING ENTITIES

Each of the Funding Entities undertakes with the others to:

(1) to collaborate diligently in order to allow the verification of compliance by the Borrowers with the provisions contained in the L/P Financings, in the AM Working Capital Lines and in this Framework Agreement; and

(2) exercise its rights in relation to the Financing Agreements and the AM Working Capital Lines to which each one is a party in a way that does not contravene the commitments assumed under this Framework Agreement.

12. RESOLUTION OF THE COMMITMENTS OF THE FUNDING ENTITIES

12.1 Resolutory Condition

The parties agree that in the event of any of the following circumstances (each the or a "Resolutory Condition"):

(1) Failure to comply with the suspensive condition provided for in the Novation of the Framework Agreement in such a way that the Union's adhesion to the Framework Agreement is not effective; or

(2) the failure of any of the Borrowers and/or Guarantors identified in Annex I to adhere to this Framework Agreement before or on the date provided for (and under the terms provided) in Clause 6.3; or

(3) the declaration of early maturity of any of the Financing Agreements or any of the contracts that regulate the AM Working Capital Lines or the total early redemption of any of the above (except as expressly permitted in or by virtue of this Framework Agreement); or

(4) a "risk drop" of the Group Working Capital Lines (other than the AM Working Capital Lines) for an amount equal to or greater than eleven million euros (€11,000,000) and/or such "risk drop" is evidenced in any of the monthly reports submitted by the External Advisor in accordance with the provisions of this Framework Agreement, without having been corrected within eight (8) weeks; or

(5) the failure of any Party to comply with the commitments made under the Clauses 3.1, 4 and 5 of this Framework Agreement (as applicable

in each case), without having been remedied within the period established in said clauses (if any); or

(6) the breach of any of the obligations assumed by the Borrowers under the Clauses 6, 7 and 8 or the falsity or inaccuracy of the statements made by the Accredited in the Clause 9 of this Framework Agreement, unless any of them is corrected within a period not exceeding fifteen (15) working days from its occurrence,

the commitments assumed by the parties under this Framework Agreement and, in particular, those assumed by the Funding Entities under the provisions of the Clauses 3.1 and 4, will cease to apply immediately and the Framework Agreement will be automatically terminated.

For the purposes set forth in this Clause, the Borrowers and the Financing Entities undertake to notify the rest of the Financing Entities/Accredited Entities of the occurrence of any of the Resolution Conditions within a period of no less than five (5) working days from its occurrence.

12.2 Consequences of the Resolutory Condition

As a result of the occurrence of a Resolutory Condition and with effect from the date of effective notification of this circumstance to the other parties to this Framework Agreement (the "Relevant Date"):

(a) the Framework Agreement shall be deemed to have been terminated;

(b) the Financing Entities will no longer be subject to the maintenance commitment in force of the AM Working Capital Lines provided for in Clause 4 (including, where appropriate, the limit commitment) and may choose not to renew them and/or not to allow them to be disposed of, in accordance with the provisions of the corresponding AM Circulating Line; and

(c) the qualifying period agreed under the Clause 3.1 will be null and void as if it had never been agreed and the repayment schedules in force prior to the signing of the Framework Agreement will be applied again. Consequently: (i) the principal amortization installments of the Financing Agreements subject to grace periods that have actually elapsed will become due immediately and will be payable within fifteen (15) days from the Relevant Date and (ii) the amortization installments subject to grace periods that have not elapsed on the Relevant Date will be reactivated so that the amounts to be amortized will be due on the dates corresponding to the calendars prior to the signing or adhesion of the Funding Entities to the Framework Agreement as if the deficiency had never been agreed.

12.3 Decisions of the Financing Entities regarding the occurrence of a Resolutory Condition

The Funding Entities agree that the occurrence of a Resolutory Condition may be waived (both at the request of the Borrowers and at the request of any of the Funding Entities) in accordance with the following provisions:

(a) The Termination Conditions of the Clause 12.1 (except for the exceptions provided for in section (b) below): by agreement of all the Funding Entities.

(b) The Resolutory Condition (f) of the Clause 12.1: by agreement of the Majority of the Funding Entities.

For the purposes of this Agreement, "Majority of Financing Entities" shall be understood to mean the set of Financing Entities whose participation in the sum of the L/P Financing and the AM Working Capital Lines pending amortization represents at least sixty-six point sixty-six percent (66.66%) at any given time.

In the event that a Resolutory Condition occurs and any of the Parties to this Framework Agreement requests the waiver of the resolution, the request will be submitted to the decision of the Funding Entities, which will have a period of ten (10) business days to decide. The decision will be binding on all the Funding Entities and in the event that the result of the decision is positive, the Framework Agreement will remain in force as if the Resolutory Condition had not taken place.

The resolution consequences detailed above will not apply during the period in which the Funding Entities are deliberating on the granting or denial of the waiver as provided in the Clause 12.3 of the Framework Agreement.

13. DURATION OF THE FRAMEWORK AGREEMENT

Except as provided in Clause 12 above, the Parties agree that this Framework Agreement shall be in force until the completion of the undertaking to maintain the AM Working Capital Lines referred to in Clause 4 previous.

14. ASSIGNMENTS AND CONFIDENTIALITY

14.1 Assignments by the Obligated Parties

The Obligated Parties may not assign, transfer, substitute or subrogate (or allow subrogation) the rights and obligations contracted in the L/P Financings, in the AM Working Capital Lines and in this Framework Agreement without the prior written and unanimous authorization and consent of all the Financing Entities.

14.2 Assignments by Funding Entities

14.2.1 The Financing Entities may assign their contractual position under this Framework Agreement and under their respective Financing Agreement(s) and/or AM Working Capital Lines in accordance with the terms and conditions provided for in each of them, as applicable.

14.2.2 Notwithstanding the foregoing, the effectiveness of any assignment of its contractual position (total or partial) – with the exception, where appropriate, of subrogation by CESCE in accordance with the provisions of the coverage policies subscribed as a guarantee of the CESCE Santander Financing Agreement, the Syndicated Financing Agreement and/or the COFIDES Financing Agreement – will require the assignee to adhere to this Framework Agreement by executing the corresponding public document of adhesion adjusted to the model that is attached as Annex VI to this Framework Agreement, unless the periods described in the Clauses have already elapsed 3.1 and 4 Previous.

14.2.3 The Borrowers expressly authorize each of the Financing Entities to disclose potential assignees thereof in accordance with the provisions of the Stipulation 11.2.1 above, the content of this Framework Agreement, the Financing Agreements and the AM Working Capital Lines, provided that the recipient of the information signs a confidentiality agreement in the terms substantial to those of the Clause 11.3 of this Framework Agreement;

14.2.4 The costs, expenses and taxes of the assignments that occur in accordance with the provisions of this Clause 11.2, shall be borne by the corresponding Financing Entity and/or the assignee.

14.2.5 Once the assignment has been made under this Clause, the Financing Entities (assignor and assignee) must notify the Borrowers of such assignment (with the details thereof).

14.3 Confidentiality

14.3.1 Unless otherwise agreed in writing, the parties mutually undertake to maintain the strictest confidentiality with respect to this Framework Agreement, as well as the novations of the L/P Financing and the renewals of the AM Working Capital Lines, and not to disclose any information, directly or indirectly, related to such documents, except that such disclosure is: (a) required by law (or by any judicial or administrative authority); (b) necessary to comply with the requirements of any regulatory authority; (c) for the defense of your rights in a judicial or arbitration proceeding; or (d) for the purposes of complying with the provisions of the Terms 6.1 to 6.3 of this Framework Agreement.

14.3.2 Notwithstanding the provisions of the 11.3.1, each party may from time to time disclose information related to this Framework Agreement, as well as the

novations of L/P Financing and the renewals of the AM Working Capital Lines to: (i) its advisors (such as lawyers and financial advisors) and auditors who are legally or by rules of their profession obliged to maintain secrecy with respect to what has been disclosed to them in their capacity as such or, in the absence of such advisers, those who have entered into a confidentiality agreement on terms substantially equivalent to those of this Framework Agreement; and (ii) potential assignees of the Financing Entities as established in the Clause 11.2.3 previous.

15. COSTS AND EXPENSES

Without prejudice to the provisions of the Clause 11.2.4 above, the parties agree that all Notary fees, legal fees (in accordance with previously agreed budgets), duties, taxes, fees and duties that are accrued and any other expenses arising from the negotiation, preparation, granting, adhesion of Financing Entities and granting of this Framework Agreement or any documents and/or actions related to it will be paid by Wallbox Chargers or, where appropriate, reimbursed by it and mentioned therein. The foregoing shall also include any expenses or costs arising from the issuance of a first authorised copy for each of the Funding Entities, as well as the fees of the legal advisers of the Funding Entities (under the terms previously agreed).

Each Financing Entity is expressly irrevocably empowered by the Borrowers to make any payments due in accordance with this Clause 12 for any reason charged to the accounts of the latter opened with each Financing Entity and/or to implement any actions in relation to such payments. Any amounts owed by Creditors under this Clause 12 (including the reimbursement of those amounts advanced by any Financing Entity) that does not have a specific payment date must be paid within five (5) business days following the receipt by the Creditors of the corresponding requirement.

16. COMMUNICATIONS

16.1 All requests, notifications, notices and communications in general between the parties to this Framework Agreement that refer to or derive from it and do not have a special formality provided for therein, will be understood to have been duly made when, with the necessary notice, they are carried out by email or any other system that allows the accreditation of their receipt, addressed to the respective callsign indicated next to the addresses indicated in Clause 13.4 or by writing to said addresses.

16.2 Communications of a general nature relating to this Framework Agreement and those referring to it as a whole to be produced by the Obligated Parties shall be addressed, on the same date, to all the Financing Entities – simultaneously – as established in this Framework Agreement.

16.3 In the same way, communications of a general nature relating to this Framework Agreement and those referring to it as a whole that must be produced by the Financing

Entities addressed to the Obligated Parties will be addressed, in addition to the former, to the other Financing Entities.

16.4 Any modification to the addresses indicated in this Framework Agreement will not have any effect until it has been notified in form to the Financing Entities and the Accredited Entities at least five (5) days in advance. In the case of assignees, the address will be that indicated by the transferring Financing Entity in the corresponding communication of the assignment.

The addresses for the purposes of communications are those indicated for each of the parties in Annex VII of this Framework Agreement.

17. CONDITIONS PRIOR TO OR SIMULTANEOUS TO THE SIGNING OF THIS FRAMEWORK AGREEMENT

[clause without effect from the Novation of the Framework Agreement]

18. VAT AND TAX ON PROPERTY TRANSFERS AND DOCUMENTED LEGAL ACTS

The parties declare that this Framework Agreement constitutes a transaction subject to Value Added Tax, but exempt from it in accordance with Article 20, section 1, number 18, paragraph c) of Law 37/1992, of 28 December. Likewise, this Framework Agreement is not subject to Transfer Tax and Stamp Duty, in accordance with Articles 7.5 and 31.2 of the revised text of said tax approved by Royal Legislative Decree 1/1993, of 24 September.

19. CALCULATION OF DEADLINES

19.1 Definitions

For the purposes of calculating the time limits provided for in this Framework Agreement, the definitions contained in this Clause shall be used.

 "Hours": means the time of Madrid, unless expressly stated otherwise.

 By "day" or "calendar day": all the days of the Gregorian calendar. In the periods indicated by days, these will be understood as natural unless expressly established otherwise.

 By "business day":

(i) for the purposes of setting rates and movements of funds, every day of the week except on days when the Eurosystem T2 Real-Time Gross Settlement (RTGS) system is closed or not operational; and

(ii) for all other purposes, every day of the week, except Saturdays, Sundays and holidays in the cities of Madrid and Barcelona, as well as any other day on which commercial banks are authorised to close in any of the aforementioned cities.

 "Week" means the period between a given day and the same day of the following week.

 "Month" means the period between a given day and the day of the same number in the following month, unless that following month does not have a day of that number, in which case it shall end on the last day of that following month.

 "Quarter" or "three (3) months" means the period of time between a given day and the day of the same number of the following third consecutive calendar month, unless such third month does not have a day of that number, in which case it shall end on the last day of that third month.

 "Semester" or "six (6) months" means the period of time between a given day and the day of the same number of the next calendar month in the sixth consecutive calendar month, unless such sixth month does not have a day of that number, in which case it shall end on the last day of that sixth month.

 "Year" or "twelve (12) months" means the period of time between a given day and the day of the same number of the next twelfth consecutive calendar month, unless such twelfth month does not have a day of that number, in which case it shall end on the last day of that twelfth month.

19.2 Expiration on a non-business day

For the purposes of calculating any of the dates, periods or deadlines provided for in this Framework Agreement, if any of them were or should begin or end on a non-working day, they shall be deemed to have been transferred to the first following working day, unless the latter falls within the following calendar month, in which case they shall be understood to have been transferred to the next working day prior to that one. The excess or deficiency of duration that may occur in a given period of time as a result of the above will be deducted or added, respectively, in the immediately following period.

20. DATA PROTECTION. PROCESSING OF PERSONAL DATA OF THE REPRESENTATIVES SIGNATORIES TO THIS FRAMEWORK AGREEMENT AND, WHERE APPROPRIATE, OTHER NATURAL PERSONS DESIGNATED FOR THE PURPOSES OF NOTIFICATIONS OR FOR THE DEVELOPMENT OR EXECUTION OF THE FRAMEWORK AGREEMENT.

For the purposes of processing personal data and information on data protection, the parties refer to the content included in each of the Financing Agreements and/or AM Working Capital Lines in relation to this matter.

21. ANTICORRUPTION

Funding Entities are entities committed to the fight against corruption in all its forms, including extortion and bribery. Thus, the Financing Entities have an "Anti-Corruption Policy" that is an essential tool to prevent both them and their employees from engaging in conduct that may be contrary to the regulatory provisions and the basic principles of action of the Financing Entities.

That is why, within the framework of trust and mutual collaboration, the Financing Entities expect the Borrowers to take the measures that are necessary or convenient to guarantee fair behaviour and competition in the market, thus avoiding engaging in conduct contrary to current legislation and the principles that inspire their activity.

The Financing Entities reserve the right to carry out the checks they deem appropriate to ensure compliance, and this Maco Agreement and the L/P Financing(s) or AM Working Capital Lines of which they are part may expire/terminate in advance if they detect activities that contravene what has been agreed in their respective anti-corruption policy. without the other parties to this Framework Agreement being entitled to receive any consideration.

22. PARTIAL NULLITY

The nullity of any of the Clauses of this Framework Agreement shall not entail the nullity of the Framework Agreement in its entirety.

23. LAW

This Framework Agreement shall be governed by and interpreted in accordance with common Spanish law.

24. JURISDICTION

To the extent that such submission is legally admissible, each of the parties to this Framework Agreement irrevocably submits, expressly waiving any jurisdiction that may correspond to it, to the jurisdiction of the Courts and Tribunals of the capital of Madrid for the hearing and resolution of any claim that may arise from compliance with or interpretation of this Framework Agreement.

ANNEX I

[Removed]

ANNEX II

[Removed]

ANNEX III

[Removed]

ANNEX IV

[Removed]

ANNEX VI

[Removed]

ANNEX VII

[Removed]

EX-4.24

THIS AGREEMENT (the "Agreement") is dated 9 October 2025 and made between:

• WALL BOX CHARGERS, S.L.U. ("Wall Box Chargers"), with registered office at Paseo de la Castellana number 95, 28th floor, Madrid, and Spanish tax identification number (N.I.F.) B66542903.
• WALLBOX USA INC. ("Wallbox USA"), with registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States of America, and Spanish tax identification number (N.I.F.) N02582841.
• AR ELECTRONIC SOLUTIONS, S.L.U. ("AR Electronic"), with registered office at Carrer del Foc 68, 08038 Barcelona, Spain, and Spanish tax identification number (N.I.F.) B66162413.
• WALLBOX, N.V. ("Wallbox NV"), a company duly incorporated in accordance with the laws of the Netherlands, registered in Amsterdam, with registered office at Carrer del Foc 68, 08038 Barcelona, Spain, and Spanish tax identification number (N.I.F.) N0098134J.
• WALLBOX FRANCE SAS ("Wallbox France"), with registered office at Avenue des Champs-Élysées, 75008 Paris, France, and Spanish tax identification number (N.I.F.) N0070873E.
• WALLBOX UK LIMITED ("Wallbox UK"), with registered office at 378-380 Deansgate, M3 4LY Manchester, United Kingdom, and Spanish tax identification number (N.I.F.) N0111655G.
• WALLBOX NETHERLANDS B.V. ("Wallbox Netherlands"), with registered office at Overhoeksplein 1, 1031KS Amsterdam, Netherlands, and Spanish tax identification number (N.I.F.) N0097942G.
• WALLBOX ITALY SRL ("Wallbox Italy"), with registered office at Piazza Tre Torri, 2, 20145 Milan, Italy, and Spanish tax identification number (N.I.F.) N0113105A.
• WBC WALLBOX CHARGERS DEUTSCHLAND GMBH ("Wallbox Germany"), with registered office at Leopoldstraße 23, 80802 Munich, Germany, and Spanish tax identification number (N.I.F.) N0111669H.
• WALLBOX ApS ("Wallbox Denmark"), with registered office at Rädhuspladsen 16, 1550 Copenhagen, Denmark, and Spanish tax identification number (N.I.F.) N0242041B.
• WALLBOX OY ("Wallbox Finland"), with registered office at Azets Insight Oy PL 1, 00028 Azets, Finland, and Spanish tax identification number (N.I.F.) N0241993E.

Hereinafter, each of the above, in its capacity as borrower or guarantor (as applicable) in each of the documents listed in Schedule 1 (Existing Financing) shall be referred to as the "Obligor" and, jointly, the "Obligors".

• BANCO BILBAO VIZCAYA ARGENTARIA, S.A. ("BBVA"), a Spanish credit institution with registered office at Plaza de San Nicolás 4, 48005 Bilbao, duly registered with the Mercantile Registry of Bilbao, and with Spanish tax identification number (N.I.F.) A48265169.
• (BANCO SANTANDER, S.A. ("Santander"), a Spanish credit institution with registered office at Paseo de Pereda numbers 9 to 12, Santander, duly registered with the Mercantile Registry of Santander, and with Spanish tax identification number (N.I.F.) A39000013.
• CAIXABANK, S.A. ("CaixaBank"), a Spanish credit institution with registered office at Calle Pintor Sorolla 2–4, 46002 Valencia, duly registered with the Mercantile Registry of Valencia, and with Spanish tax identification number (N.I.F.) A08663619.

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Hereinafter, BBVA, Santander and CaixaBank shall be jointly referred to as the "Original Participating Lenders".

Likewise, the Participating Lenders (as this term is defined below) and the Obligors shall be referred to jointly as the "Parties".

BACKGROUND

• The Group (as this term is defined below) has initiated negotiations with the Participating Lenders with a view to structuring a refinancing transaction relating to a significant portion of the Group's existing financial indebtedness (the "Restructuring").
• In the context of these negotiations, and taking into account the commitments to be assumed by the Group in favour of the Participating Lenders, for the purpose of ensuring the ongoing conduct of the Group’s ordinary business activities during the period of the Restructuring negotiations, the Group has requested that the Participating Lenders maintain the terms, availability and limits of the Existing Financing (as defined below).
• In light of the foregoing and for the purposes of giving formal effect to a series of implicit waivers already agreed with the Original Participating Lenders, the Parties have agreed to enter into this Agreement, which shall be governed by the following terms.

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IT IS AGREED as follows:

• DEFINITIONS AND INTERPRETATION
• Definitions

In this Agreement:

"Accession Letter" means a document in the form set out in Schedule 2 (Accession Letter Form).

"Additional Participating Lender" means a creditor that joins this Agreement as a Participating Lender in accordance with Clause 6 (Changes of Parties).

"Business Day" means a day (other than a Saturday or Sunday) on which banks are opened for general business in Barcelona, Madrid and New York.

"Change of Control" means:

• that the Reference Shareholders, taken together, cease to hold, directly or indirectly, shares or ownership interests representing at least fifty per cent. (50%) of the voting rights in Wallbox NV; or
• that any of the following Reference Shareholders sells Class A Shares or Class B Shares (as applicable) representing ten per cent. (10%) or more of their respective shareholding as of the date of this Agreement:
• [Intentionally omitted]

"Confidential Information" means all information relating to any Obligor, the Group or the Finance Documents of which a Participating Lender becomes aware in its capacity as, or for the purpose of becoming, a Participating Lender or which is received by a Participating Lender in relation to, or for the purpose of becoming a Participating Lender under, the Finance Documents or this Agreement from either:

• any member of the Group or any of its advisers; or
• another Participating Lender, if the information was obtained by that Participating Lender directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

• is or becomes public information other than as a direct or indirect result of any breach by that Participating Lender of Clause 5 (Confidentiality);
• is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
• is known by that Participating Lender before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Participating Lender after that date, in each case from a source which is, as far as that Participating Lender is aware, unconnected with the Group and which, in either case, as far as that Participating Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

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"Default" means any event or circumstance which allows the relevant creditor under a Finance Document to early mature, early terminate or otherwise accelerate (as applicable) a Finance Document or any Existing Financing.

"Enforcement Action" means any action of any kind to:

• declare prematurely due and payable or otherwise seek to accelerate payment of all or any part of any indebtedness owed by any of the Obligors under the Finance Documents;
• recover from any Obligor or demand cash cover in respect of, all or any part of any indebtedness owed by any of the Obligors (including payments of principal interest, fees, or other amount payable under the Existing Financing and/or by exercising any set-off, save as required by law);
• exercise any right or impose any restriction under the Finance Documents as a consequence of (exclusively) the occurrence of a Suspended Default;
• exercise or enforce any right under any guarantee, indemnity, or any right in respect of any security, in each case granted in relation to (or given in support of) all or any part of any indebtedness owed by any of the Obligors under the Finance Documents;
• demand or accept from any of the Obligors any additional security or collateral of any form (including any guarantee or surety) in respect of any outstanding commitments under the Finance Documents;
• seize, expropriate, appropriate, attach, or any other sequestration, distress, or execution with respect to any assets (including cash) of any of the Obligors, or exercise any right of amalgamation or combination of accounts or liabilities, counterclaim or set off in reduction of outstandings under the Finance Documents;
• petition, apply or vote for (or take or support any other step which may lead to) any corporate action, legal process (including legal proceedings, execution, distress, and diligence) or other procedure or step being taken in relation to the winding-up, dissolution, insolvency, administration, restructuring or reorganisation of any of the Obligors or receivership or administrative receivership with regard to any of their assets;
• sue, claim, institute, or continue legal process (including, legal proceedings, execution, distress, and diligence) against any of the Obligors in relation to any Finance Documents; or
• vary, restate, replace, waive, or release any term of any Finance Documents which would result in the acceleration of any payment of principal, interest, fees, or other amount payable to a Participating Lender under the relevant Finance Documents.

"Existing Financing" means all present and future moneys, debts, claims, liabilities and obligations due, owing or incurred from time to time by any Obligor, in each case whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise, granted by the Participating Lenders to the Obligors, the details and purpose of which are described in Schedule 1 (Existing Financing) and, where applicable, in an Accession Letter.

"Finance Documents" means (i) the Framework Agreement; (ii) each of the documents listed in Schedule 1 (Existing Financing) and, where applicable, in an Accession Letter; and (iii) each of the documents defined as "Finance Document", "Financing Agreement" or "Transaction Document" in the Framework Agreement or any of the finance documents referred to in paragraph (ii) above.

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"Framework Agreement" means the master agreement originally entered on 11 November 2024 and notarised before the Notary Public of Barcelona, Ms. Laura Nogales Martín, under number 206 of her notarial register of transactions (libro registro de operaciones), as supplemented, amended or restated from time to time.

"Group" means Wallbox NV, each of the Obligors and their respective Subsidiaries at any given time.

"Insolvency Event" means, in relation to an Obligor (other than Wallbox Germany, Wallbox Denmark and Wallbox Finland):

• instituting winding-up, bankruptcy, insolvency, restructuring, rehabilitation, dissolution, administration, or reorganisation (by way of voluntary arrangement, scheme of arrangement, or otherwise) proceedings;
• filing the notice set out in article 585 et seq. of the Spanish Insolvency Law or equivalent instrument in any other jurisdiction;
• being in an insolvency state (estado de insolvencia), including without limitation as a consequence of not being able to meet regularly its payment obligations according to article 2 of the Spanish Insolvency Law or equivalent legislation in any other jurisdiction, or otherwise fails or admits its inability generally to pay its debts as they become due;
• making a general composition, compromise, assignment, or arrangement with a creditor, a group of creditors or all its creditors generally (including by means of a Spanish restructuring plan), except for any such arrangement made with at least all the Original Participating Lenders;
• any suspension of payments or moratorium of any indebtedness, or any analogous procedure or step in any jurisdiction;
• the appointment of a liquidator, receiver, administrative receiver, administrator (including an administrador concursal), compulsory manager, or other similar officer or position (in each case, whether provisional or definitive) over it or over any of its assets; or
• any analogous procedure or step in any jurisdiction.

"Majority Participating Lenders" means a Participating Lender or Participating Lenders whose participation in the Participating Lenders’ Exposure aggregates 66.66 per cent or more of the Participating Lenders’ Exposure or, if the Participating Lenders’ Exposure has been reduced to zero, aggregated 66.66 per cent or more of the Participating Lenders’ Exposure prior to that reduction.

"Material Adverse Effect" means, in the reasonable opinion of the Majority Participating Lenders, a material adverse effect now or in the future on:

• the financial position, property, assets, prospects, business or revenue of any of the Obligors; or
• the ability of any of the Obligors to perform its obligations under this Agreement or any of the Finance Documents; or
• the validity or enforceability of this Agreement, any Finance Document or the rights or remedies of any Participating Lender under this Agreement or any of the Finance Documents.

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"Non-Working Capital Debt" means any Existing Financing which is identified as "Non-Working Capital Debt" in PART A (Non-Working Capital Debt) of Schedule 1 (Existing Financing) (and, where applicable, in an Accession Letter).

"Participating Lenders" means, jointly, the Original Participating Lenders and the Additional Participating Lenders.

"Participating Lenders’ Exposure" means the aggregate of (a) the amounts identifed as “Existing Financing as of 3 October 2025” in in PART A (Non-Working Capital Debt) of Schedule 1 (Existing Financing) and (b) the amounts set out as "Maximum Facility Amount" in PART B (Working Capital Debt) of Schedule 1 (Existing Financing) (and, where applicable, in an Accession Letter).

"Reference Shareholders" means:

• [Intentionally omitted]

or any of their universal successors.

"Spanish Civil Code" means the Spanish Royal Decree of 24 July 1889 approving the Civil Code (Código Civil), as amended from time to time.

"Spanish Commercial Code" means the Spanish Royal Legislative Decree dated 22 August 1885, approving the Spanish Commercial Code (Código de Comercio), as amended from time to time.

"Spanish Insolvency Law" means the recast text of the Spanish Insolvency Law approved by the Royal Legislative Decree 1/2020, of 5 May (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal), as amended from time to time.

"Standstill Period" means the period of time from the date of this Agreement until the Termination Date.

"Subsidiary" of an entity means an entity which:

• is directly or indirectly controlled or owned by the first-mentioned entity;
• more than 50 per cent. of the voting capital or similar right of ownership and/or control is owned (legally or beneficially), directly or indirectly, by the first-mentioned entity; or
• is a subsidiary of another subsidiary of the first-mentioned company or corporation,

and, for this purposes, means an entity shall be treated as being controlled by another if that other entity is able or has the power to direct its management and the policies of the entity whether through the ownership of voting capital, by contract or by acting in concert with other shareholders or otherwise (including without limitation, where used in relation to a Spanish company, as established in Article 42 of the Spanish Commercial Code).

"Surviving Provisions" means Clauses 1 (Definitions and interpretation), 5 (Confidentiality), 7 (Notices), 11 (Costs and expenses) 12 (Applicable law) and 13 (Jurisdiction) of this Agreement.

"Suspended Defaults" has the meaning given to that term in Clause 3.1 (Acknowledgement of Defaults) and a "Suspended Default" means any of them.

"Syndicated Lenders" means each lender and finance party under the syndicated loan agreements originally entered into on 16 October 2023 by, among others, Wall Box

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Chargers, as borrower, Wallbox NV and Wallbox USA, as guarantors, EBN Banco de Negocios, S.A., Instituto de Crédito Oficial, E.P.E., Institut Català de Finances, and Mora Banc Grup, S.A., as lenders, and EBN Banco de Negocios, S.A., as arranger and agent. As of the date of this Agreement, the Syndicated Lenders are EBN Banco de Negocios, S.A., Instituto de Crédito Oficial, E.P.E., Institut Català de Finances, Mora Banc Grup, S.A. and Compañía Española de Financiación del Desarrollo, COFIDES, S.A., S.M.E.

"Termination Date" means the earliest of the following dates:

• the date falling one month after the date of this Agreement (or such later date as may be agreed by all the Participating Lenders) if any of the Syndicated Lenders has not acceded to this Agreement in accordance with Clause 6.1 (Additional Participating Lenders); or
• the date on which any Obligor (or any other Group company, or any third party on behalf of an Obligor or Group company) makes any payment to any financial creditor of the Group, unless such payment is made in accordance with paragraphs (iv) and (vi) of Clause 4(c) of this Agreement or to regularize and pay the Unpaid Amounts at any time (together with related interest, fees, instalments, costs or penalties related to these Unpaid Amounts); or
• 23:59 (CET) on 9 December 2025 (or such later date as may be agreed by all the Participating Lenders); or
• the date on which this Agreement is terminated in accordance with its terms; or
• such date on which the Restructuring is implemented and all conditions for the effectiveness of the Restructuring have been satisfied.

"Unpaid Amounts" means the following amounts in relation to working capital debt that, as of 3 October 2025, are derived as unpaid amounts in relation to the following Original Participating Lenders: (i) Banco Santander: €18,343,129.00; (ii) BBVA: €5,839,421.00; and (iii) CaixaBank: €6,074,716.00.

"Working Capital Debt" means any Existing Financing which is identified as "Working Capital Debt" in PART B (Working Capital Debt) of Schedule 1 (Existing Financing) (and, where applicable, in an Accession Letter).

• Interpretation
• Unless a contrary indication appears, any reference in this Agreement to:
• a "Participating Lender", any "Obligor" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, if applicable, this Agreement;
• "assets" include present and future properties, revenues and rights of every description;
• a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated from time to time;
• the/this "Agreement" is a reference to this Agreement as amended, novated, supplemented, extended or restated;

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• "guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
• "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
• a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
• a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
• a “provision of law” is a reference to that provision as amended or re-enacted;
• "insolvency" includes, without limitation (a) a "concurso" or any other equivalent legal proceeding and any step or proceeding related to it has the meaning attributed to them under the Spanish Insolvency Law (including, without limitation, any petition filed under articles 585 et seq. of the Spanish Insolvency Law); and (b) any insolvency event or insolvency proceeding including, without limitation, a declaración de concurso, necessary or voluntary (necesario o voluntario) as well as the filling of a request for such declaration (solicitud de declaración) any notice to a competent court pursuant to articles 585 et seq. of the Spanish Insolvency Law and its "solicitud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial”;
• "security" includes, without limitation, any pledge (prenda con o sin desplazamiento posesorio), mortgage (hipoteca), financial guarantee (garantía financiera pignoraticia) and any other in rem right (garantía real) or other transaction having the same effect as each of the foregoing; and
• a time of day is a reference to Madrid time.
• Section, Clause and Schedule headings are for ease of reference only.
• None of the terms and conditions of this Agreement shall be construed as an obligation or commitment on the part of the Participating Lenders to reach an agreement in relation to the Restructuring. The Participating Lenders do not assume any obligation to the Obligors and the Group or to the other Participating Lenders to achieve any result in the course of such negotiations or, therefore, to undertake the Restructuring.
• Currency symbols and definitions

"€", "EUR" and "euro" mean the single currency of the Member States of the European Union.

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• EXISTING FINANCING
• Relationship with other Finance Documents

Unless a contrary intention or indication appears in this Agreement, the Finance Documents shall continue in full force and effect, and the relevant Parties shall continue to comply with their terms, provided that in the event of any inconsistency between the Finance Documents and this Agreement, this Agreement shall prevail.

For the avoidance of doubt, notwithstanding any provision to the contrary in the Finance Documents (including, without limitation, Clause 7.2 of the Framework Agreement), the Participating Lenders waive the requirement for the relevant Obligors to maintain a minimum monthly amount of Cash and Cash Equivalents (as this term is defined in the Framework Agreement, "Caja y Equivalentes") of € 35,000,000 during the Standstill Period. Further, no certificate or other evidence of compliance with this covenant shall be required to be delivered for any period in which such waiver applies.

• Confirmation of Existing Financing

Each Participating Lender confirms to the other Participating Lenders that its Existing Financing is as indicated in Schedule 1 (Existing Financing) and, where applicable, in an Accession Letter.

• Confirmation of no defaults

Each Obligor confirms that no default (other than the Suspended Defaults) has occurred in accordance with the terms and conditions of the Finance Documents or in relation to any other debt document to which an Obligor is a party, including, without limitation, any default on payment obligations. This confirmation shall be deemed to be made on a daily basis during the Standstill Period.

• Representations

Each Obligor:

• represents that, as at the date of this Agreement, the total financial indebtedness of the Group is as set out in Schedule 4 (Group's Total Financial Indebtedness); and
• makes the representations set out in the Finance Documents to each relevant Participating Lender by reference to the facts and circumstances existing during the Standstill Period and in accordance with the terms agreed in this Agreement.

These representations shall be deemed to be made on a daily basis during the Standstill Period.

• Permitted Actions

Notwithstanding the provisions of Clause 3 (Forbearance and Standstill Provisions), the Participating Lenders may in any case take the actions detailed below:

• allow any obligation to be repaid or cancelled in the normal course of the corresponding transaction, including, without limitation, the repayment and subsequent disposal of any revolving credit (provided that, in each case, any payment or cancellation does not constitute a permanent reduction in the corresponding Existing Financing);
• to the extent permitted by the terms of the corresponding Existing Financing, continue to operate the Existing Financing in the way it is operated in the ordinary

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• and usual course of business by the relevant Obligor with each Participating Lender; and
• in connection with the Working Capital Debt only, claim payment of any obligations due on their maturity date and/or in the event of default on such payment obligations in accordance with the Finance Documents, provided in all cases that such claim does not relate to a Suspended Default.
• FORBEARANCE AND STANDSTILL PROVISIONS
• Acknowledgement of Defaults
• Each of the Obligors declares that the Defaults set out in Schedule 3 (Suspended Defaults) have occurred and are continuing as of the date of this Agreement (the "Existing Defaults") or may occur during the Standstill Period (the "Potential Future Defaults" and, together with the Existing Defaults, the "Suspended Defaults").
• The Obligors shall promptly notify the Participating Lenders (i) any step taken towards the remediation of a Suspended Default, as well as (ii) any Suspended Default ceasing to be a Default (either as a consequence of such circumstance being waived or remedied).
• Suspension of rights
• Each of the Participating Lenders agrees to forbear from exercising during the Standstill Period any of the rights it may have, or take any of the steps, identified in Clause 3.4 (No Enforcement) as a result of any Suspended Default.
• Notwithstanding the above and for the avoidance of doubt, the Suspended Defaults shall remain outstanding during the Standstill Period unless remedied or formally waived in accordance with relevant provisions of relevant Finance Documents.
• The Parties acknowledge and agree that on termination or expiry of the Standstill Period the rights and remedies of the Participating Lenders in respect of the Suspended Defaults shall be (to the extent that the relevant Suspended Defaults have not been remedied or waived during the Standstill Period in accordance with provisions of relevant Finance Documents) reinstated in full and, for the avoidance of doubt, the arrangements and agreements referred to in this Clause 3 (Forbearance and Standstill provisions) shall cease to apply.
• Availability of the Existing Financing and application of Unpaid Amounts

Each Participating Lender undertakes that, during the Standstill Period:

• it shall not take any action to terminate, cancel, reduce or limit availability of any Existing Financing of that Participating Lender, except as permitted under Clause 2.5 (Permitted Actions);
• it shall ensure that any Existing Financing which is made available by this Participating Lender remains fully available on and subject to the terms set out in the respective Finance Documents and at the amounts set out as "Maximum Facility Amount" in Schedule 1 (Existing Financing), and, where applicable, in an Accession Letter, provided however that any Suspended Defaults shall be disregarded for the purpose of fulfilment of conditions for utilisation; and
• it shall ensure that any amount paid by a client in respect of an Unpaid Amount and received under a factoring line, shall be paid to the Group upon receipt, instead of being applied towards repayment or offset Unpaid Amounts.

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• In the event that, at any time during the Standstill Period, the Obligors fall below the Unpaid Amounts limits (established as of 3 October 2025) in respect of the outstanding working capital debt owed to a Participating Lender, the Obligors may restore their position, within such limits, vis-à-vis such Participating Lender.
• No Enforcement

During the Standstill Period no Participating Lender shall:

• take any Enforcement Action in respect of any of the Obligors and any of the Finance Documents and, in particular, during the Standstill Period, no Participating Lender shall take any Enforcement Action against any of the Obligors in relation to the Unpaid Amounts or claim or demand payment of any interest accrued on such Unpaid Amounts during the Standstill Period (without prejudice to the Parties expressly agreeing that the Obligors shall be entitled to regularize and pay the Unpaid Amounts at any time (together with related interest, fees, instalments, costs or penalties related to these Unpaid Amounts));
• direct or encourage any other person to take any Enforcement Action in respect of any of the Obligors and any of the Finance Documents; or
• vote, or allow any proxy appointed by it to vote, in favour of any Enforcement Action in respect of any of the Obligors and any of the Finance Documents.
• UNDERTAKINGS
• Notwithstanding anything in this Agreement, during the Standstill Period:
• each Participating Lender shall inform each Participating Lender and Obligor:
• promptly upon becoming aware of its occurrence, of any Default or an Event of Default (howsoever defined) having occurred under any Finance Document; and
• promptly, of any assignment of its rights or any transfer of its rights and obligations under any Finance Document.
• each Obligor shall inform each Participating Lender and Obligor promptly upon becoming aware of its occurrence, of any default or an Event of Default (howsoever defined) having occurred under any Finance Document or any other debt document to which an Obligor is a party.
• Each Obligor shall promptly notify each Participating Lender upon becoming aware of:
• any withdrawal made under any Existing Financing after the date of this Agreement;
• any definitive communication from any regulator, which may reasonably be expected to affect the Restructuring or have a Material Adverse Effect (subject to any requirements of that regulator to keep all or part of that communication and the contents thereof confidential, save that, to the extent permitted by those requirements, all or part of that communication (as applicable) may be shared with the Participating Lenders' advisers only);
• any new material litigation, arbitration or administrative proceedings commenced against it which may reasonably be expected to have a Material Adverse Effect; or
• any other change, event or circumstance which may reasonably be expected to have a Material Adverse Effect.

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• Additionally, each Obligor, acting on its own behalf and on behalf of the other companies of the Group, undertakes, during the Standstill Period, to:
• collaborate in good faith in the definition, approval, and implementation of the Restructuring;
• on a best efforts basis, ensure that any drawdowns under the Existing Financing should be made in proportion to each Participating Lender's participation in the aggregate of the amounts set out as "Maximum Facility Amount" in PART B (Working Capital Debt) of Schedule 1 (Existing Financing) (and, where applicable, in an Accession Letter);
• in addition to the information obligations set out in the Finance Documents, provide the Participating Lenders and their advisers with all such assistance, information and documentation as may be necessary or desirable for the appropriate assessment of the terms of the Restructuring proposal;
• in connection with the Working Capital Debt only, duly pay, on the respective due dates, any amount payable in accordance with the terms and conditions of the Finance Documents, unless as a result of such non-payment the Unpaid Amounts of the relevant Participating Lender is within the limit set out in the definition of “Unpaid Amounts” for that Participating Lender, provided in all cases that such amount is not payable as a result of a Suspended Default (without prejudice to the ability of the Obligors to regularize or pay the Unpaid Amounts at any time (together with related interest, fees, instalments, costs or penalties related to these Unpaid Amounts));
• not to assign its rights or transfer its rights and obligations under any Finance Document;
• not to repay or prepay or cancel, in any manner, any indebtedness except as expressly permitted under this Agreement;
• refrain from negotiating and agreeing bilaterally with any Participating Lender on any termination, replacement amendment or novation of the Existing Financing or Finance Documents;
• refrain from incurring additional indebtedness, other than (a) non-financial indebtedness with suppliers in the ordinary course of its business or (b) with the prior consent of the Majority Participating Lenders;
• maintain the ordinary course of business activities of the Group as they have been conducted to date, without prejudice to any asset disposal programme currently being implemented by the Group, provided that any such disposals are permitted by the Majority Participating Lenders;
• refrain from taking any action that could prejudice the Restructuring and undertake all necessary measures to ensure as promptly as possible the successful completion of the negotiations intended to implement the Restructuring;
• refrain from applying for a declaration of insolvency (concurso) except where such application is mandatory under the Spanish Insolvency Law or otherwise required by applicable law;
• in respect of Wallbox NV only, the declaration, payment or distribution of any dividend (whether in cash or in kind) or share premium reserve, the payment of any interest or principal or any shareholder loan or redeeming, repurchasing, defeasing, retiring, or repaying any of its share capital or resolving to do so; and

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• inform the Participating Lenders of their intention to file a notice with the competent court in connection with any insolvency proceedings pursuant to Article 585 et seq. of the Spanish Insolvency Law (or any other action related with an Insolvency Event in any jurisdiction).
• Lastly, Wallbox Germany, Wallbox Denmark, and Wallbox Finland undertake, during the Standstill Period, not to make any withdrawal under any Existing Financing.
• CONFIDENTIALITY
• General disclosure restrictions

Subject to Clause 5.2 (Excluded information) and the terms of any confidentiality agreements between any member of the Group and any other Party, a Party may not disclose to any person:

• the contents of this Agreement; or
• any Confidential Information.
• Excluded information

The restrictions imposed by Clause 5.1 (General disclosure restrictions) shall not apply in respect of any information:

• which now or hereafter comes into the public domain otherwise than as a result of any breach of such undertaking of confidentiality; or
• which is lawfully obtained by the receiving party from a person who, as far as the receiving party is aware and having made reasonable enquiry, is not a Party (other than any member of the Group) and such person is not, as far as the receiving party is aware and having made reasonable enquiry, in breach of any undertaking of confidentiality in respect of such information.
• Permitted disclosure

A Party may disclose the contents of this Agreement and/or any Confidential Information:

• to any potential assignee or sub-participant, provided that the corresponding confidentiality agreement is signed in terms similar to those set forth in this Clause 5, and provided that both the assignor and assignee strictly comply with applicable US capital markets law;
• to a disclosing party’s affiliates, officers, directors, employees, contractors and professional advisors for the purpose of discussing, negotiating, preparing, executing, implementing or consummating the transactions contemplated by the Restructuring and this Agreement;
• to the disclosing party’s auditors;
• to any person to whom information is required or requested to be disclosed by any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation or by a court of law;
• to a court or authority in the course of proceedings, investigations or disputes before it to which the disclosing party is a party in a case where such disclosure is required by such proceedings, investigations or disputes or is necessary in connection with

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• enforcing any right, power or remedy it may have under a document to which it is a party.
• Inside information

Each of the Participating Lenders:

• acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse; and
• undertakes not to use any such Confidential Information for any unlawful purpose.
• CHANGE OF PARTIES
• Additional Participating Lenders

Any creditor (which is not a related entity with an Obligor) of the Obligors may join this Agreement by signing an Accession Letter whereby it accepts all terms and conditions of this Agreement and undertakes to comply with all obligations applicable to it as a Participating Lender hereunder. From the date of its accession, references in this Agreement to a Participating Lender shall include the relevant entity individually, as applicable.

• Accession of HSBC, Citi and Deutsche Bank

The Obligors shall procure that each of HSBC Continental Europe, Citibank Europe PLC and Deutsche Bank, Sociedad Anónima Unipersonal will, within one month of the date of this Agreement, duly execute and deliver an Accession Letter, whereby each of them will accept all terms and conditions of this Agreement and will undertake to comply with all obligations applicable to it as a Participating Lender hereunder. From the date of its accession, references in this Agreement to a Participating Lender shall include the relevant entity individually, as applicable.

• Changes in Participating Lenders
• No Participating Lender may assign any of its rights or obligations under a Finance Document to any person unless:
• the assignment is permitted by the relevant Finance Document to which it is a party, and the assignment is formalised in accordance with the provisions of such Finance Document; and
• such person agrees to be bound by this Agreement as a Participating Lender by signing and returning an Accession Letter.
• From the date of signing of the relevant Accession Letter (which must be signed by the assigning Participating Lender):
• any Participating Lender that, as a result of the transfer, ceases to be a Participating Lender in relation to one or more of the Existing Financings, shall be released from any additional obligations to the remaining Parties under this Agreement in relation to such Existing Financing (except for any rights arising prior to such date); and
• from that date, the relevant Additional Participating Lender shall assume the same obligations and have the same rights under this Agreement in relation to the Existing Financing as if it were an Original Participating Lender.

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• Notification to the Parties

Upon execution of any Accession Letter in accordance with the provisions of this Clause 6 (Changes of Parties), the Additional Participating Lender shall send a copy of the relevant Accession Letter to all Parties.

• Changes in the Obligors

The Obligors may not assign, transfer, replace or subrogate to a third party the rights and obligations contracted under this Agreement.

• NOTICES
• Communications in writing

Any notices, approvals, consents or other communications or documents to be made or delivered under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made or delivered by email or letter.

• Addresses

All notices, approvals, consents or other communications or documents under or in connection with this Agreement shall be delivered as follows:

• to each Party that is a Party as at the date of this Agreement: to the address (including email addresses) set out next to its name on the signature page;
• to any Party which is not a Party as at the date of this Agreement: to the address (including email addresses) set out in its Accession Letter; or
• any substitute address, email address or department or officer as the Party may notify to the Parties by not less than five Business Days' notice.
• Delivery
• All notices, approvals, consents or other communications or documents made or delivered by one person to another under or in connection with this Agreement shall only be effective:
• if by email, when received in readable form; or
• if by letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 7.2 (Addresses), if addressed to that department or officer.

• Any notices, approvals, consents or other communications or documents made or delivered to Wallbox NV in accordance with this Clause shall be deemed to have been made or delivered to each of the Obligors.
• Any notices, approvals, consents or other communications or documents made or delivered under or in connection with this Agreement which become effective, in accordance with paragraphs (a) or (b) above, after 5:00 p.m. in the place of receipt, shall be deemed only to become effective on the following day (regardless of whether that is a Business Day in the place of receipt).

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• TERMINATION
• Automatic termination

This Agreement shall automatically terminate on the Termination Date.

• Termination by the Participating Lenders
• Any Participating Lender may terminate this Agreement with a five Business Days’ notice period by delivering written notification to Wallbox NV upon the occurrence of any of the following circumstances:
• a breach by any of the Obligors of any of its obligations under this Agreement (different from the obligation set out in Clause 6.2 (Accession of HSBC, Citi and Deutsche Bank));
• an Insolvency Event has occurred (other than as agreed with or instructed by the Majority Participating Lenders);
• a Change of Control has occurred (other than as agreed with or instructed by the Majority Participating Lenders);
• a breach by any of the Obligors of any confirmation or representation made under this Agreement;
• a default, breach, acceleration or termination (each of them howsoever described) under or in relation to any debt document to which an Obligor is a party (other than those triggered by a Suspended Default);
• a breach by any other Participating Lender of its obligations under this Agreement; or
• the performance of any of its obligations under the relevant Finance Documents to which it is a party, the financing or maintenance of the exposure in utilisations becomes illegal in accordance with the mandatory provisions of law or regulations applicable to that Participating Lender.
• The Majority Participating Lenders may terminate this Agreement with a five Business Days’ notice period by delivering written notification to Wallbox NV upon the failure of any of HSBC Continental Europe, Citibank Europe PLC or Deutsche Bank, Sociedad Anónima Unipersonal to execute and deliver an Accession Letter in accordance with Clause 6.2 (Accession of HSBC, Citi and Deutsche Bank).
• No termination for own breach

Notwithstanding any other Clause in this Agreement, nothing in this Agreement permits any Party to terminate this Agreement as a result of its own breach of this Agreement.

• Effect of termination

This Agreement will cease to have any further effect for all Parties on the date on which it is terminated in accordance with Clauses 8.1 (Automatic termination) or 8.2 (Termination by the Participating Lenders), save for the Surviving Provisions which shall remain in full force and effect and save in respect of breaches of this Agreement which occurred before such termination.

• Notification of termination

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Each Party shall promptly notify each other Party if it becomes aware that this Agreement may be, or has been, terminated in accordance with Clauses 8.1 (Automatic termination) or 8.2 (Termination by the Participating Lenders).

• LANGUAGE

This Agreement is executed in both English and Spanish. In the event of any conflict, inconsistency, ambiguity or difference in interpretation between the English and the Spanish texts, the Spanish version shall prevail.

• PARTIAL INVALIDITY

If at any time any provision of this Agreement is held to be illegal, void or unenforceable under the laws of any competent jurisdiction, the legality, validity or enforceability of the remaining provisions of this Agreement, or the legality, validity or enforceability of such provision under the laws of any other competent jurisdiction, shall not be affected or impaired in any way by such circumstance.

• COSTS AND EXPENSES

The Obligors shall pay to the Participating Lenders, upon demand, the amount corresponding to all costs and expenses incurred by the Participating Lenders in connection with the negotiation, preparation, execution, and performance of this Agreement.

• APPLICABLE LAW

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by Spanish law (Ley común española).

• JURISDICTION

With express waiver of any other jurisdiction to which they may be entitled, the parties hereby submit to the jurisdiction of the Courts and Tribunals of the city of Madrid for the settlement of any disputes that may arise in connection with the interpretation, compliance, termination and execution of this Agreement.

• SIGNATURE

The Parties agree that this Agreement may be executed by means of e-mail on the date first set out above.

For such purpose, the Participating Lenders will sign the signature pages of this Agreement and send, with a copy to their lawyers, to the lawyers of the Obligors a scanned copy of those pages by electronic mail to the addresses referenced below.

In turn, the Obligors will also sign the signature pages and send to their lawyers a scanned copy of those pages by electronic mail to the addresses referenced below.

Once confirmed the receipt by the lawyers of the Obligors of scanned copies of all the executed signature pages, the lawyers of the Obligors will circulate to all Parties a complete consolidated version of the Agreement including the signature pages executed by all Parties.

The Parties agree that the Agreement executed as described above will have full effect on its own terms and serve as proof of the agreements reached between them.

For these purposes, the e-mail addresses of the lawyers are:

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Lawyers of the Participating Lenders (Clifford Chance, S.L.P.):

• [Intentionally omitted]

Lawyers of the Obligors (Linklaters, S.L.P.):

• [Intentionally omitted]

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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The Obligors / Los Obligados<br><br><br><br>WALL BOX CHARGERS, S.L.U.<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:
WALLBOX USA INC.<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:
AR ELECTRONIC SOLUTIONS, S.L.U.<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:
WALLBOX, N.V.<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:<br><br>Address for notices:<br><br>Att:<br><br>Tel:<br><br>Email:

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[Standstill Agreement – Signature Page]

WALLBOX FRANCE SAS<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:
WALLBOX UK LIMITED<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:
WALLBOX NETHERLANDS B.V.<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:
WALLBOX ITALY SRL<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:
WBC WALLBOX CHARGERS DEUTSCHLAND GMBH<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:

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[Standstill Agreement – Signature Page]

WALLBOX ApS<br><br><br><br>..........................................<br><br>Name:<br><br>Title:
WALLBOX OY<br><br><br><br>..........................................<br><br>Name:<br><br>Title:

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[Standstill Agreement – Signature Page]

The Original Participating Lenders / Los Prestamistas Participantes Originales<br><br>BANCO BILBAO VIZCAYA ARGENTARIA, S.A.<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:
..........................................<br><br>Name:<br><br>Title:<br><br><br><br>Address for notices:<br><br>Att:<br><br>Tel:<br><br>Email:

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[Standstill Agreement – Signature Page]

BANCO SANTANDER, S.A.<br><br><br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:<br><br><br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:<br><br><br><br>Address for notices:<br><br>Att:<br><br>Tel:<br><br>Email:

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[Standstill Agreement – Signature Page]

CAIXABANK, S.A.<br><br><br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:<br><br><br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:<br><br><br><br>Address for notices:<br><br>Att:<br><br>Tel:<br><br>Email:

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[Standstill Agreement – Signature Page]

Schedule 1<br>(EXISTING FINANCING)	Anexo 1<br>(FINANCIACIÓN EXISTENTE)
PART A: NON-WORKING CAPITAL DEBT	PARTE A: DEUDA NO CIRCULANTE

[Intentionally omitted]

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Schedule 2<br>(ACCESSION LETTER FORM)
To: [●], by email to [●]<br><br>From:[Additional Participating Lender]<br><br>Dated:
Wallbox, N.V. - Standstill Agreement originally dated 9 October 2025 (the "Agreement")
<ul><li><font>We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.</font></li></ul>
<ul><li><font>We agree to accede to and be bound by the terms of the Agreement as a Participating Lender. </font></li></ul>
<ul><li><font>Our Existing Financing is as set out below:</font></li></ul><br>Non-Working Capital Debt:<br><br>Document [●]:<br><br>Participating Lender:<br><br>Obligor:<br><br>Title of the document and original date:<br><br>Type of Facility:<br><br>Amount of the Existing Financing as of the accession date:<br><br>End of availability period (howsoever defined):<br><br>Maturity:<br><br>[●]
Working Capital Debt:<br><br>Document [●]:<br><br>Participating Lender:<br><br>Obligor:<br><br>Title of the document and original date:<br><br>Type of Facility:<br><br>Maximum Facility Amount:<br><br>End of availability period (howsoever defined):<br><br>Maturity:

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[●]
<ul><li><font>Our notice details for the purposes of Clause 7 (</font><font>Notices</font><font>) are as follows: </font></li></ul><br>Address for notices:<br><br>Att:<br><br>Tel:<br><br>Email:
<ul><li><font>[It is hereby noted that the Participating Lenders forming part of the Syndicate ("Sindicato", as defined in the Framework Agreement) are subject to an intercreditor agreement entered into for the purpose of regulating the coexistence of the Syndicated Facilities Agreement and the COFIDES Financing Agreement ("</font><font>Contrato de Financiación Sindicada</font><font>" and "</font><font>Contrato de Financiación COFIDES</font><font>", as defined in the Framework Agreement), which was executed by means of a notarial deed before the Notary of Barcelona, Ms Laura Nogales Martín, under number 208 of her notarial register of transactions (</font><font>libro registro de operaciones</font><font>). Consequently, the Participating Lenders forming part of the Syndicate shall act as a single Participating Lender (through EBN BANCO DE NEGOCIOS, S.A. (as agent)) with regard to decision-making and voting matters under the Agreement.]</font></li></ul>
<ul><li><font>This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by Spanish law.</font></li></ul>

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Schedule 3<br>(SUSPENDED DEFAULTS)
Existing Defaults
Each of the following Defaults or Events of Default in respect of Non-Working Capital Debt (howsoever described in the Finance Documents relating to Non-Working Capital Debt):
<ul><li><font>Failure to pay, on their due date, any amount of principal, interest, fees, instalments, costs, penalties or any other sum owed by the Obligors under the Finance Documents relating to Non-Working Capital Debt (including loans), in whole or in part.</font></li></ul>
<ul><li><font>Breach of any obligation, undertaking or covenant assumed by the Obligors under the Finance Documents relating to Non-Working Capital Debt, whether relating to principal or ancillary obligations, information duties, maintenance of security, compliance with financial covenants or any other requirement whatsoever.</font></li></ul>
Each of the following Defaults or Events of Default in respect of Working Capital Debt (howsoever described in the Finance Documents relating to Working Capital Debt):
---
<ul><li><font>Failure to pay, on their due date, any amounts up to the Unpaid Amounts (together with related interest, fees, instalments, costs or penalties related to these Unpaid Amounts).</font></li></ul>
<ul><li><font>Breach of any obligation, undertaking or covenant assumed by the Obligors under the Finance Documents exclusively relating to payment of the Unpaid Amounts under the Working Capital Debt, whether relating to principal or ancillary obligations, information duties, maintenance of security, compliance with financial covenants or any other requirement whatsoever.</font></li></ul>
Potential Future Defaults
Any Default or an Event of Default (howsoever described in the Finance Documents) arising during the Standstill Period as a result of:
<ul><li><font>any misrepresentation occurring as a result of any representation being repeated that no Default or Event of Default is continuing to the extent it is exclusively referred to a Suspended Default;</font></li></ul>
<ul><li><font>in relation to any cross default or similar provision as a result of any of the above listed Suspended Defaults;</font></li></ul>
<ul><li><font>in relation to any breach of obligations, misrepresentation, cross default or similar provision arising from any Event of Default or acceleration occurring during the Standstill Period derived from the following circumstances in relation to debt documents contracted with HSBC Continental Europe, Citibank Europe PLC, Deutsche Bank, Sociedad Anónima Unipersonal or under the loan between Banco Santander and Wallbox USA Inc: (i) the execution and performance of this Agreement; (ii) any non-payment, including without limitation clauses 22 of the Asset Based Facility Agreement dated 22 March 2024 between Wall Box Chargers and HSBC Continental Europe (as may be amended from time to time), clause 7 of the Uncommitted Trade Loan Facility Agreement dated 9 February 2024 between the Wallbox entities and Citibank Europe Plc, clause 10.1 of the pledge </font></li></ul>

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<ul><li><font>agreements dated 22 March 2024 and 30 January 2025 between Wall Box Chargers and HSBC Continental Europe, and other non-payment provisions; (iii) HSBC Continental Europe's pledge over inventory that remains unregistered in the Barcelona Personal Property Registry and any requirement to update the pledged inventory in accordance with the terms of the pledge; (iv) mandatory prepayment clauses, including without limitation clause 5.4 of the Asset Based Facility Agreement and similar mandatory prepayment provisions; (v) financial covenants, ratios, financial maintenance provisions or similar financial metrics, including without limitation cash and cash equivalents maintenance covenants, inventory financing limits, borrowing base requirements, and any other ratio, covenant or financial metric; (vi) cross default provisions triggered by any of the foregoing defaults or by defaults under any other indebtedness of any Obligor; (vii) any breach of representations and warranties under any debt document, including without limitation those relating to the absence of defaults or events of default or financial condition; (viii) any breach of information or reporting obligations; (ix) any breach arising from insolvency, insolvency proceedings, creditor processes or similar events affecting any Obligor.</font></li></ul>

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Schedule 4 (GROUP'S TOTAL FINANCIAL INDEBTEDNESS)

[Intentionally omitted]

DOCPROPERTY "Document Number" 3214596585

vii

EX-4.25

To: BANCO BILBAO VIZCAYA ARGENTARIA, S.A., BANCO SANTANDER, S.A., and CAIXABANK, S.A. (the "Original Participating Lenders") as Original Participating Lenders under and as defined in the Standstill Agreement (as defined below)

31 October 2025

AMENDMENT REQUEST LETTER

Standstill Agreement between Wall Box Chargers, S.L.U., Wallbox USA Inc., AR Electronic Solutions, S.L.U., Wallbox, N.V., Wallbox France SAS, Wallbox UK Limited, Wallbox Netherlands B.V., Wallbox Italy SRL, WBC Wallbox Chargers Deutschland GmbH, Wallbox ApS, Wallbox OY and the Original Participating Lenders dated 9 October 2025 (as amended and/or restated from time to time, the "Standstill Agreement")

1 BACKGROUND

1.1 We refer to the Standstill Agreement. Unless otherwise stated, terms defined in the Standstill Agreement have the same meaning in this letter.

1.2 In this letter, "Effective Date" shall mean the date on which all Original

Participating Lenders have countersigned this letter.

2 REQUEST FOR AMENDMENT

We request that you, as Original Participating Lenders, consent to the amendments to the Standstill Agreement described in paragraph 3 (Amendments) by countersigning this letter.

To: BANCO BILBAO VIZCAYA ARGENTARIA, S.A., BANCO SANTANDER, S.A. and CAIXABANK, S.A. (the "Original Participating Lenders") in their capacity as Original Participating Lenders under the Standstill Agreement (as defined below)

31 October 2025

LETTER REQUESTING AMENDMENT

Standstill Agreement between Wall Box Chargers, S.L.U., Wallbox USA Inc., AR Electronic Solutions, S.L.U., Wallbox, N.V., Wallbox France SAS, Wallbox UK Limited, Wallbox Netherlands B.V., Wallbox Italy SRL, WBC Wallbox Chargers Deutschland GmbH, Wallbox ApS, Wallbox OY and the Original Participating Lenders dated 9 October 2025 (as amended and/or restated from time to time, the “Standstill Agreement”)

1 BACKGROUND

1.1 We refer to the Standstill Agreement. Unless otherwise stated, the terms defined in the Standstill Agreement have the same meaning in this letter.

1.2 In this letter, “Effective Date” refers to the date on which all

the Participating Lenders have countersigned this letter.

2 REQUEST FOR AMENDMENT

We request that, as Original Participating Lenders, you consent to the amendments to the Standstill Agreement described in section 3 (Amendments) by signing this letter.

3 AMENDMENTS

3.1 Amendment

From the Effective Date, the Standstill Agreement shall be amended as follows:

(i) paragraph (c)(vi) of Clause 4 (Undertakings) of the Standstill Agreement shall be deleted and replaced with the following:

"(vi) not to repay, prepay or cancel, in any manner, any indebtedness except (i) as expressly permitted under this Agreement or (ii) where it relates to the payment of ordinary interest accruing from October 2025 under the HSBC financing identified in row 56 of Schedule 4

(Group's Total Financial Indebtedness) of the Standstill Agreement up to an amount of

seventy-five thousand euros (€75,000.00);"

3 AMENDMENTS

3.1 Amendment

With effect from the Effective Date, the Standstill Agreement shall be amended as follows:

(i) paragraph (c)(vi) of clause 4 (Undertakings) of the Standstill Agreement shall be deleted and replaced by the following:

"(vi) not to repay, amortise or cancel, in any manner whatsoever, any debt, except where (i) this is expressly permitted under this Agreement or (ii) it relates to the payment of ordinary interest for the month of October 2025 arising from the HSBC financing identified in line 56 of Annex 4 (Group’s Total Financial Indebtedness) of the Standstill Agreement up to an amount of seventy-five thousand euros (€75,000.00);”

(ii) the following agreement, identified in row 27 of Schedule 4 (Group’s Total Financial Indebtedness) of the Standstill Agreement, shall be understood to be included in Part A (Non-Working Capital Debt) of Schedule 1 (Existing Financing) of the Standstill Agreement:

intentionally omitted

(ii) the following agreement, identified in line 27 of Annex 4 (Group’s Total Financial Debt) of the Standstill Agreement, shall be deemed to be included in Part A (Non-Current Debt) of Annex 1 (Existing Financing) of the Standstill Agreement:

Non-Current Debt:

intentionally omitted

3.2 Continuing obligations

The provisions of the Standstill Agreement, save as amended by this letter, remain in full force and effect.

4	MISCELLANEOUS
4.1	Incorporation of terms
	The provisions of	Clause	5

(Confidentiality), Clause 7 (Notices), Clause 11 (Costs and expenses) and Clause 13 (Jurisdiction) of the Standstill Agreement shall be incorporated into this letter as if set out in full in this letter and as if references in those clauses to "this Agreement" are references to this letter.

4.2 Counterparts

This letter may be executed in any number of counterparts, and this shall have the same effect as if the signatures on the counterparts were on a single copy of this letter.

5 GOVERNING LAW

This letter and any non-contractual obligations arising out of or in connection with it are governed by Spanish law (Ley civil española).

3.2 Continuing obligations

The provisions of the Standstill Agreement, except as amended by this letter, shall remain in full force and effect.

4 MISCELLANEOUS

4.1 Incorporation of terms

The provisions of Clause 5

(Confidentiality), Clause 7 (Notifications), Clause 11 (Costs and Expenses) and Clause 13 (Jurisdiction) of the Standstill Agreement shall be incorporated into this letter as if they were included in full therein and as if the references to “this Agreement” contained in those clauses were references to this letter.

4.2 Copies

This letter may be executed in any number of copies, and these shall have the same effect as if the signatures appearing on the copies were on a single original copy of this letter.

5 APPLICABLE LAW

This letter and any non-contractual obligation arising out of or in connection with it shall be governed by Spanish law.

WALLBOX FRANCE SAS

Title: Authorised Representative

WALLBOX UK LIMITED

Title: Authorised Representative

WALLBOX NETHERLANDS B.V.

Title: Authorised Representative

WALLBOX ITALY SRL

Title: Authorised Representative

(Signature page — Amendment Request Read)

WALL BOX CHARGER S.L.U.

Name: Mr Enric Asunclón Escorsa

Title: Authorised Representative

WALLBOX USA INC.

Title: Authorised Representative

AR ELECTRONIC SOLUTIONS, S.L.U.

Title: Authorised Representative

WALLBOX, N.V.

Title: Authorised Representative

(Signature page — Amendment Request Letter]

WBC WALLBOX CHARGERS

DEUTSCHLAND GMBH

Name: Mr Enric Asuncion Escorsa Title: Authorised Representative

Name: Mr Enric Asuncidn Escorsa Title: Authorised Representative

Name: Mr Enric AsunciOn Escorsa Title: Authorised Representative

(Signature page — Amendment Request Letter)

We accept and agree to the terms of this letter. We accept and agree to the

set out above. terms of this letter.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

as Original Participating Lender Date:

[Signature page — Amendment Request Letter]

We accept and agree to the terms of this letter We accept and agree to the

set out above.		terms of this letter.
	Ms (. 1 Pt
BANCO SANTANDER, S.A.<br><br>as Original Participating Lender<br><br>Date:

[Signature page — Amendment Request Letter]

We accept and agree to the terms of this letter. We accept and agree to the

set out above.

CAIXABANK, S.A.

as Original Participating Lender

Date:

[Signature page — Amendment Request Letter]

EX-4.26

LETTER OF ACCESSION	LETTER OF ACCESSION
To: The Obligors (as defined in the Agreement, as defined below)<br><br>From: EBN BANCO DE NEGOCIOS, S.A., INSTITUTO DE CRÉDITO OFICIAL, E.P.E., INSTITUT CATALÀ DE FINANCES, MORA BANC GRUP, S.A. and COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO COFIDES, S.A., S.M.E. AS MANAGER IN ITS OWN NAME AND ON BEHALF OF THE FUND FOR INVESTMENTS ABROAD, F.C.P.J. (FIEX) (each of them, an “Additional Participating Lender”).<br><br>Dated: 7 November 2025	To: The Obligors (as that term is defined in the Agreement, as defined below)<br><br>From: EBN BANCO DE NEGOCIOS, S.A., INSTITUTO DE CRÉDITO OFICIAL, E.P.E., INSTITUT CATALÀ DE FINANCES, MORA BANC GRUP, S.A. and COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO COFIDES, S.A., S.M.E. AS MANAGER IN THEIR OWN NAME AND ON BEHALF OF FONDO PARA INVERSIONES EN EL EXTERIOR, F.C.P.J. (FIEX) (each of them, an “Additional Participating Lender”).<br><br>Date: 7 November 2025
Wallbox, N.V. - Standstill Agreement originally dated 9 October 2025 (the "Agreement"); and	Wallbox, N.V. - Standstill Agreement originally dated 9 October 2025 (the “Agreement”); and
Wallbox, N.V. - Amendment request letter dated on or about the date hereof (the “Amendment Request Letter”).	Wallbox, N.V. - Amendment Request Letter dated on or about the date hereof (the “Amendment Request Letter”).
<ul><li><font>Copies of the Agreement and the Amendment Request Letter are attached hereto as </font><font>Schedule 1 </font><font>and </font><font>Schedule 2</font><font>, respectively.</font></li></ul>	<ul><li><font>Attached hereto as </font><font>Schedule 1 </font><font>and as </font><font>Schedule 2</font><font>, respectively, are copies of the Agreement and of the Amendment Request Letter.</font></li></ul>
<ul><li><font>We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.</font></li></ul>	<ul><li><font>We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter, unless given a different meaning herein.</font></li></ul>
<ul><li><font>We agree to accede to and be bound as a Participating Lender by the terms of the Agreement and by the terms of the Agreement (as amended by the Amendment Request Letter). </font></li></ul>	<ul><li><font>We agree to accede to and be bound as a Participating Lender by the terms of the Agreement and by the terms of the Agreement (as amended by the Amendment Request Letter).</font></li></ul>
For the avoidance of doubt, the undersigned Additional Participating Lenders expressly approve the form of the Amendment Request Letter attached hereto as Schedule 2, and such approval shall be valid and effective irrespective of the date when the Amendment Request Letter is finally executed, provided it is	For the avoidance of doubt, the undersigned Additional Participating Lenders expressly approve the form of the Amendment Request Letter attached hereto as Schedule 2, and such approval shall be valid and effective irrespective of the date when the Amendment Request Letter is finally executed, provided it is

DOCPROPERTY "Document Number" 3215554045

i

executed substantially in the form attached as Schedule 2.	executed substantially in the form attached as Schedule 2.
<ul><li><font>Our Existing Financing (as applicable) is as set out in </font><font>Schedule 3</font><font>.</font></li></ul>	<ul><li><font>Our Existing Financing (where applicable) is set out in </font><font>Annex 3</font><font>.</font></li></ul>
<ul><li><font>Our notice details for the purposes of Clause7 (</font><font>Notices</font><font>), through EBN Banco de Negocios, S.A., are as follows: </font></li></ul><br>Address for notices: Paseo de Recoletos, 29, 28004 Madrid<br><br>Att: Mr Pablo de Diego<br><br>Tel: 917009800<br><br>Email:***	<ul><li><font>The contact details for the purposes of Clause7 (</font><font>Notices</font><font>), via EBN Banco de Negocios, S.A., are as follows:</font></li></ul><br>Address for notifications: Paseo de Recoletos, 29, 28004 Madrid<br><br>For the attention of: Mr Pablo de Diego<br><br>Telephone: 917009800<br><br>Email:<br><br>***
<ul><li><font>It is hereby noted that the Participating Lenders forming part of the Syndicate (“Sindicato”, as defined in the Framework Agreement) are subject to an intercreditor agreement entered into for the purpose of regulating the coexistence of the Syndicated Facilities Agreement and the COFIDES Financing Agreement (</font><font>“Contrato de Financiación </font><font>Sindicada” and </font><font>“Contrato de Financiación </font><font>COFIDES”, as defined in the Framework Agreement), which was executed by means of a notarial deed before the Notary of Barcelona, Ms Laura Nogales Martín, under number 208 of her notarial register of transactions (</font><font>libro registro de operaciones</font><font>). Consequently, the Participating Lenders forming part of the Syndicate shall act as a single Participating Lender (through EBN BANCO DE NEGOCIOS, S.A. (as the agent for the )) with regard to decision-making and voting matters under the Agreement.</font></li></ul>	It is noted that the Participating Lenders forming part of the Syndicate (as defined in the Framework Agreement) are subject to an agreement between creditors entered into for the purpose of regulating the coexistence of the Syndicated Financing Agreement and the COFIDES Financing Agreement (as defined in the Master Agreement), which was executed before the notary of Barcelona, Ms Laura Nogales Martín, under number 208 in her register of transactions. Consequently, the Participating Lenders forming part of the Syndicate shall act as a single Participating Lender (through EBN BANCO DE NEGOCIOS, S.A. (acting as agent)) with regard to decision-making and voting matters under the Agreement.
<ul><li><font>This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by Spanish law.</font></li></ul>	<ul><li><font>This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by Spanish law.</font></li></ul>

DOCPROPERTY "Document Number" 3215554045

ii

SIGNED by<br><br>EBN BANCO DE NEGOCIOS, S.A.<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:<br><br><br><br><br><br>..........................................<br><br>Name:<br><br>Title:

DOCPROPERTY "Document Number" 3215554045

[Signature page – Letter of Accession]

SIGNED by

OFFICIAL CREDIT INSTITUTE, E.P.E.

..........................................

Name:

Title:

..........................................

Name:

Title:

DOCPROPERTY "Document Number" 3215554045

[Signature page – Letter of Accession]

SIGNED by

CATALAN INSTITUTE OF FINANCE

..........................................

Name:

Title:

..........................................

Name:

Title:

DOCPROPERTY "Document Number" 3215554045

[Signature page – Letter of Accession]

SIGNED by

MORA BANC GRUP, S.A.

..........................................

Name:

Title:

..........................................

Name:

Title:

DOCPROPERTY "Document Number" 3215554045

[Signature page – Letter of Accession]

SIGNED by

COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO COFIDES, S.A., S.M.E

as manager in its own name and on behalf of the

FUND FOR FOREIGN INVESTMENTS, F.C.P.J. (FIEX)

..........................................

Name:

Title:

..........................................

Name:

Title:

DOCPROPERTY "Document Number" 3215554045

[Signature page – Letter of Accession]

We accept and agree to the terms of this letter set out above.	We accept and agree to the terms of this letter.
WALL BOX CHARGERS, S.L.U.<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
WALLBOX USA INC.<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
AR ELECTRONIC SOLUTIONS, S.L.U.<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
WALLBOX, N.V.<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
---
WALLBOX FRANCE SAS<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
---
WALLBOX UK LIMITED<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
WALLBOX NETHERLANDS B.V.<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative

DOCPROPERTY "Document Number" 3215554045

[Signature page – Letter of Accession]

WALLBOX ITALY SRL<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
WBC WALLBOX CHARGERS DEUTSCHLAND GMBH<br><br><br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
WALLBOX ApS<br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative
WALLBOX OY<br><br><br><br>..........................................<br><br>Name: Mr Enric Asunción Escorsa<br><br>Title: Authorised Representative

DOCPROPERTY "Document Number" 3215554045

[Signature page – Letter of Accession]

Schedule 1<br>(COPY OF THE AGREEMENT)	Annex 1<br>(COPY OF THE CONTRACT)

DOCPROPERTY "Document Number" 3215554045

Schedule 2<br>(COPY OF THE AMENDMENT REQUEST LETTER)	Annex 2<br>(COPY OF THE AMENDMENT REQUEST LETTER)

DOCPROPERTY "Document Number" 3215554045

Schedule 3<br>(EXISTING FINANCING)	Appendix 3<br>(EXISTING FINANCING)
PART A: NON-WORKING CAPITAL DEBT	PART A: NON-WORKING CAPITAL DEBT

[intentionally omitted]

DOCPROPERTY "Document Number" 3215554045

EX-4.27

To: BANCO BILBAO VIZCAYA ARGENTARIA, S.A., BANCO SANTANDER, S.A., CAIXABANK, S.A., EBN BANCO DE NEGOCIOS, S.A., INSTITUTO DE CRÉDITO OFICIAL, E.P.E., INSTITUT CATALÀ DE FINANCES, MORA BANC GRUP, S.A., COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO COFIDES, S.A., S.M.E. acting in its own name and on behalf of the FONDO PARA INVERSIONES EN EL EXTERIOR, F.C.P.J. (FIEX) as Lenders participating in the Standstill Agreement (as defined below)

18 December 2025

LETTER REQUESTING AMENDMENT

Dear Sirs:

We refer to:

• the standstill agreement between Wall Box Chargers, S.L.U., Wallbox USA Inc., AR Electronic Solutions, S.L.U., Wallbox, N.V., Wallbox France SAS, Wallbox UK Limited, Wallbox Netherlands B.V., Wallbox Italy SRL, WBC Wallbox Chargers Deutschland GmbH, Wallbox ApS, Wallbox OY and the Participating Lenders, originally entered into on 9 October 2025 (as amended and/or restated from time to time, the “Standstill Agreement”); and
• the recapitalisation and comprehensive restructuring of the Group’s financial debt (the “Restructuring”), which is currently under negotiation.

1 BACKGROUND

In order to facilitate negotiations in good faith and the finalisation of the definitive documentation necessary to implement the Restructuring, an extension of the Standstill Period is requested on the terms described in this letter.

Unless otherwise stated, the terms defined in the Standstill Agreement have the same meaning in this letter.

In this letter, “Effective Date” refers to the date on which all Participating Lenders have countersigned this letter.

2 REQUEST FOR AMENDMENT AND ACKNOWLEDGEMENT OF TERMS

2.1 We request that, as Participating Lenders, you consent to the following: with effect from the Effective Date, paragraph (c) of the definition of “Termination Date” contained in Clause 1.1 of the Standstill Agreement shall be amended and replaced in its entirety by the following text:

"(c) 23:59 (CET) on 31 January 2026 (or such later date as may be agreed by all the Participating Lenders); or"

"(c) 23:59 (CET) on 31 January 2026 (or such later date as may be agreed by all the Participating Lenders); or"

2.2 We further expressly acknowledge and accept the amendment of the following terms of the Standstill Agreement:

2.2.1 The inclusion of a new paragraph (c) in the definition of “Insolvency Event” contained in Clause 1.1 of the Standstill Agreement, worded as follows:

"(c) any action, writing or decision by any Obligor, Group company or third party (including courts and tribunals) relating to:

• the filing of an application for the approval of a restructuring plan;
• the court approval of a restructuring plan;
• an application for or declaration of insolvency (voluntary or compulsory); or
• any procedure equivalent or similar to the foregoing in any jurisdiction;"

"(c) any action, writ or decision of any Obligor, Group company or third party (including judges and courts) relating to:

• the filing of an application for judicial approval of a restructuring plan;
• the judicial approval of a restructuring plan;
• the filing or declaration of insolvency (voluntary or compulsory); or
• any other proceeding which is equivalent or similar to those listed in the preceding paragraphs;"

2.2.2 The inclusion of a new paragraph (c)(xiv) in Clause 4 of the Standstill Agreement with the following wording:

"(xiv) to keep the Participating Lenders promptly and duly informed regarding the Restructuring process, and to inform them immediately of any developments relating thereto. This obligation includes, without limitation, information regarding the status and progress of any negotiations with any creditor, the structuring of the transaction, and discussions and decisions that are being held or adopted – or are expected to be held or adopted – in relation to the Restructuring process. Furthermore, to immediately inform the Participating Lenders of the content of any agreement or arrangement that may be agreed with any creditor."

"(xiv) keep the Participating Lenders punctually and duly informed about the Restructuring process, as well as immediately informing them of any news in such respect. This undertaking includes, without limitation, information relating to the status and development of any negotiations with any creditor, the structuring of the transaction and any ongoing discussions or decisions – or which are foreseen to be held or adopted – in relation to the Restructuring process. Likewise, immediately inform the Participating Lenders of any agreement which may be reached with any third-party creditor."

2.2.3 As well as the amendments implemented pursuant to the “Letter of Request for Amendment” dated 31 October 2025.

2.3 Consequently, the Standstill Agreement is hereby amended in accordance with the consolidated text attached as Annex 1.

3 CONTINUING OBLIGATIONS

The provisions of the Standstill Agreement, except as amended by this letter, shall remain in full force and effect.

4 INCORPORATION OF TERMS

The provisions of Clause 5 (Confidentiality), Clause 7 (Notifications), Clause 11 (Costs and Expenses) and Clause 13 (Jurisdiction) of the Standstill Agreement shall be incorporated into this letter as if they were included in full therein and as if references to “this Agreement” in those clauses were references to this letter.

5 COPIES

This letter may be drawn up in any number of copies, and these shall have the same effect as if the signatures appearing on the copies were on a single copy of this letter.

6 APPLICABLE LAW

This letter and any non-contractual obligation arising out of or in connection with it shall be governed by Spanish common law.

Annex 1

Consolidated text of the Standstill Agreement

[Intentionally omitted]

EX-4.29

To: BANCO BILBAO VIZCAYA ARGENTARIA, S.A., BANCO SANTANDER, S.A., CAIXABANK, S.A., EBN BANCO DE NEGOCIOS, S.A., INSTITUTO DE CRÉDITO OFICIAL, E.P.E., INSTITUT CATALÀ DE FINANCES, MORA BANC GRUP, S.A., COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO COFIDES, S.A., S.M.E. acting in its own name and on behalf of the FONDO PARA INVERSIONES EN EL EXTERIOR, F.C.P.J. (FIEX) as Lenders participating in the Standstill Agreement (as defined below)

14 January 2026

LETTER REQUESTING AMENDMENT

Dear Sirs:

We refer to:

• the standstill agreement between Wall Box Chargers, S.L.U., Wallbox USA Inc., AR Electronic Solutions, S.L.U., Wallbox, N.V., Wallbox France SAS, Wallbox UK Limited, Wallbox Netherlands B.V., Wallbox Italy SRL, WBC Wallbox Chargers Deutschland GmbH, Wallbox ApS, Wallbox OY and the Participating Lenders, originally entered into on 9 October 2025 (as amended and/or restated from time to time, the “Standstill Agreement”); and
• the recapitalisation and comprehensive restructuring of the Group’s financial debt (the “Restructuring”), which is currently under negotiation.

1 BACKGROUND

In order to facilitate negotiations in good faith and the formalisation of the definitive documentation necessary to implement the Restructuring, an extension of the Standstill Period is requested on the terms described in this letter.

Unless otherwise stated, the terms defined in the Standstill Agreement have the same meaning in this letter.

In this letter, “Effective Date” refers to the date on which all Participating Lenders have countersigned this letter.

2 REQUEST FOR AMENDMENT

We request that, as Participating Lenders, you consent to the following: with effect from the Effective Date, paragraph (c) of the definition of “Termination Date” contained in Clause 1.1 of the Standstill Agreement shall be amended and replaced in its entirety by the following text:

"(c) 23:59 (CET) on 9 March 2026 (or such later date as may be agreed by all the Participating Lenders); or"

"(c) 23:59 (CET) on 9 March 2026 (or such later date as may be agreed by all the Participating Lenders); or"

3 CONTINUING OBLIGATIONS

The provisions of the Standstill Agreement, save as amended by this letter, shall remain in full force and effect.

4 INCORPORATION OF TERMS

The provisions of Clause 5 (Confidentiality), Clause 7 (Notices), Clause 11 (Costs and Expenses) and Clause 13 (Jurisdiction) of the Standstill Agreement shall be incorporated into this letter as if set out in full herein and as if references to “this Agreement” in those clauses were references to this letter.

5 COPIES

This letter may be executed in any number of copies, and such copies shall have the same effect as if the signatures appearing on the copies were on a single copy of this letter.

6 GOVERNING LAW

This letter and any non-contractual obligation arising out of or in connection with it shall be governed by Spanish common law.

The Parties

WALL BOX CHARGERS, S.L.U.

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

WALLBOX USA INC.

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

AR ELECTRONIC SOLUTIONS, S.L.U.

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

WALLBOX, N.V.

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

[Signature Page – Letter of Request for Amendment]

WALLBOX FRANCE SAS

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

WALLBOX UK LIMITED

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

WALLBOX NETHERLANDS B.V.

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

WALLBOX ITALY SRL

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

[Signature Page – Letter of Request for Amendment]

WBC WALLBOX CHARGERS DEUTSCHLAND GMBH

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

WALLBOX ApS

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

WALLBOX OY

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

[Signature Page – Letter of Request for Amendment]

We accept and agree to the terms of this letter.

BANCO BILBAO VIZCAYA ARGENTARIA,

S.A.

as Participating Lender

Date:

[Signature Page – Amendment Request Letter]

We accept and agree to the terms of this letter.

BANCO SANTANDER, S.A.

as Participating Lender

Date:

[Signature Page – Amendment Request Letter]

We accept and agree to the terms of this letter.

CAIXABANK, S.A.

as Participating Lender

Date:

[Signature Page – Amendment Request Letter]

We accept and agree to the terms of this letter.

EBN BANCO DE NEGOCIOS, S.A.

as Participating Lender

Date:

[Signature Page – Letter of Request for Amendment]

We accept and agree to the terms of this letter.

INSTITUTO DE CRÉDITO OFICIAL, E.P.E.

as Participating Lender

Date:

[Signature Page – Amendment Request Letter]

We accept and agree to the terms of this letter.

CATALAN FINANCE INSTITUTE

as Participating Lender

Date:

[Signature Page – Amendment Request Letter]

We accept and agree to the terms of this letter.

MORA BANC GRUP, S.A.

as Participating Lender

Date:

[Signature Page – Letter of Request for Amendment]

We accept and agree to the terms of this letter.

SPANISH DEVELOPMENT FINANCE COMPANY COFIDES, S.A., S.M.E as manager in its own name and on the FUND FOR INVESTMENTS ABROAD, F.C.P.J. (FIEX) as Participating Lender

Date:

[Signature Page – Letter of Request for Amendment]

EX-4.30

To: BANCO BILBAO VIZCAYAARGENTARIA, S.A., BANCO SANTANDER, S.A., CAIXABANK, S.A., EBN BANCO DE NEGOCIOS, S.A., INSTITUTO DE CREDITO OFICIAL, E.P.E., INSTITUT CATALA DE FINANCES, MORA BANC GRUP, S.A., COMPAN1A ESPANOLA DE FINANCIACION DEL DESARROLLO COFIDES, S.A., S.M.E. acting in its own name and on behalf of the FONDO PARA INVERSIONES EN EL EXTERIOR, F.C.P.J. (FIEX) as Lenders participating in the Standstill Agreement (as defined below)

1 March 2026

LETTER REQUESTING AMENDMENT

Dear Sirs:

We refer to:

• the standstill agreement between Wall Box Chargers, S.L.U., Wallbox USA Inc., AR Electronic Solutions, S.L.U., Wallbox, N.V., Wallbox France SAS, Wallbox UK Limited, Wallbox Netherlands B.V., Wallbox Italy SRL, WBC Wallbox Chargers Deutschland GmbH, Wallbox ApS, Wallbox OY and the Participating Lenders, originally entered into on 9 October 2025 (as amended and/or restated from time to time, the “Standstill Agreement”); and
• the recapitalisation and comprehensive restructuring of the Group’s financial debt (the “Restructuring”), which is currently under negotiation.

1 BACKGROUND

In order to facilitate negotiations in good faith and the finalisation of the definitive documentation necessary to implement the Restructuring, an extension of the Standstill Period is requested on the terms described in this letter.

Unless otherwise stated, the terms defined in the Standstill Agreement have the same meaning in this letter.

In this letter, “Effective Date” refers to the date on which all Participating Lenders have countersigned this letter.

2 REQUEST FOR AMENDMENT

We request that, as Participating Lenders, you consent to the following: with effect from the Effective Date, paragraph (c) of the definition of “Termination Date” contained in Clause 1.1 of the Standstill Agreement shall be amended and replaced in its entirety by the following text:

"(c) 23:59 (CET) on 31 March 2026 (or such later date as may be agreed by all the Participating Lenders); or"

"(c) 23:59 (CET) on 31 March 2026 (or such later date as may be agreed by all the Participating Lenders); or"

3 CONTINUING OBLIGATIONS

The provisions of the Standstill Agreement, except as amended by this letter, shall remain in full force and effect.

Docusign Envelope ID: 2C1F48E33-BEDB-4EAA-A861-89AA308829CC

The Obligors

WALL BOX CHARGERS, S.L.U.

KFACAUFM9KIP

Name: Mr Enric Asunción Escorsa Title: Authorised Representative

WALLBOX USA INC.

Name: Mr Enric Asuncion Escorsa Title: Authorised Representative

AR ELECTRONIC SOLUTIONS, S.L.U.

Name: Mr Enric Asunción Escorsa

Title: Authorised Representative

WALLBOX, N.V.

Name: Mr Enric Asuncion Escorsa Title: Authorised Representative

[Signature Page — Letter of Request for Amendment]

Docusign Envelope ID: 2C1F48B3-BEDB-4EAA-A861-89AA308829CC

WBC WALLBOX CHARGERS DEUTSCHLAND GMBH

...

Name: Mr Enric Asuncion Escorsa Title: Authorised Representative

WALLBOX ApS

Name: Mr EnricAsunción Escorsa

Title: Authorised Representative

WALLBOX OY

Name: Mr Enric Asunción Escorsa Title: Attorney

FSFGDARDPSANDD • .

11. Signature page — Letter requesting amendment

We accept and agree to the terms of this letter.

BANCO BILBAO VIZCAYA ARGENTARIA,

S.A.

as a Participating Lender

Date:

[Signature Page — Amendment Request Letter]

We accept and agree to the terms of this letter.

BANCO SANTANDER, S.A.

as Participating Lender

Date:

[Signature Page — Amendment Request Letter]

We accept and agree to the terms of this letter.

CAIXABANK, S.A.

as Participating Lender

Date:

'

[Signature Page — Letter of Request for Amendment]

We accept and agree to the terms of this letter.

EBN BANCO DE NEGOCIOS, S.A.

as Participating Lender

Date:

11th Floor — Application for Amendment

We accept and agree to the terms of this

OFFICIAL CREDIT INSTITUTE, E.P.E.

as Participating Lender

Date:

11-Signature — Letter of request for modification]

We accept and agree to the terms of this letter.

. CATALAN INSTITUTE OF FINANCE as Participating Lender Date:

[Signature Page — Letter of Request for Modification]

We accept and agree to the terms of this letter.

MORA BANC GRUP, S.A. as Participating Lender

Date:

Signature — Letter of Request for Amendment

We accept and agree to the terms of this letter.

DEL DESARROLLO COFIDES, S.A., S.M.E as manager in its own name and on the FUND FOR INVESTMENTS ABROAD, F.C.P.J. (FIEX) as a Participating Lender

Date:

EX-5.1

Exhibit 5.1

[Translation for information purposes ]

JOINT RESTRUCTURING PLAN<br><br>WALL BOX CHARGERS, S.L.U., AR ELECTRONICS SOLUTIONS, S.L.U. AND WALLBOX USA INC.
Ref: L-363029
---

Table of Contents

Contents Page

1	Definitions and interpretation	10
2	Purpose, content and nature of the Restructuring Plan	11
3	Conditions Precedent	14
4	Description of the Debtors’ financial situation	20
5	Affected claims and classes of claims	24
6	Restructuring measures	33
7	Compliance with the legal requirements for approval	49
8	Extension of the effects of the Restructuring Plan to Non-Signatory Creditors	54
9	Extension of the Restructuring Plan to the guarantees of Group companies	54
10	Vote on the proposed Restructuring Plan and acceptance by Affected Creditors	56
11	Insolvency protection	57
12	Application for approval	58
13	General limitations	60
14	Breach of the Restructuring Plan	61
15	Partial nullity	62
16	Extension of the Standstill Agreement	63
17	Debtors’ Representative	63
18	Global Agent	63
19	Confidentiality	67
20	Notifications	68
21	Waivers and Consents	69
22	Costs and Expenses	70
23	Assignment by the Affected Creditors	71
24	Governing Law and Jurisdiction	72

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Annex 1 Organisation Chart	i
Annex 2 Report of the Restructuring Expert	ii
Annex 3 Definitions	iii
Annex 4 Breakdown of the Affected Debt	viii
Annex 5 New Guarantees	xxv
Annex 6 Actions taken prior to, concurrent with or subsequent to the Effective Date	xxix
Annex 7 Unaffected Debt	xxxiii
Annex 8 Viability Plans	xxxvi
Annex 9 Certification by the Restructuring Expert on the Majorities Obtained	xxxvii
Annex 10 Copy of the New Debt Instruments	xxxviii
Annex 11 Letter of Appointment	xxxix
Annex 12 Assets and Liabilities	xlii
Annex 13 Individual Communications	xlvi

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JOINT RESTRUCTURING PLAN (WALLBOX GROUP)

Issued in Madrid on 8 April 2026.

PARTIES

(1) WALL BOX CHARGERS, S.L.U. (“Wallbox Chargers”), with its registered office at Paseo de la Castellana 95, 28th floor, Madrid, and with tax identification number (N.I.F.) B66542903.

(2) AR ELECTRONICS SOLUTIONS, S.L.U. (“AR Electronics”), with its registered office at Carrer del Foc 68, 08038 Barcelona, Spain, and with tax identification number (N.I.F.) B66162413.

(3) WALLBOX USA INC. (“Wallbox USA”), with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, United States of America, and with tax identification number (N.I.F.) N02582841.

Hereinafter, Wallbox Chargers, Wallbox USA and AR Electronics shall be collectively referred to as the “Debtors”.

(4) WALLBOX N.V. (“Wallbox NV”), a company incorporated under the laws of the Netherlands, with its registered office at Carrer del Foc, 68, 08038 Barcelona, duly registered with the Netherlands Chamber of Commerce under number 83012559, and with tax identification number N-0098134J.

(5) WALLBOX UK Ltd (“Wallbox UK”), a company incorporated under the laws of England, with its registered office at 378-380 Deansgate, M3 4LY Manchester, United Kingdom, and registered with Companies House under number 11267771, with tax identification number N-0111655G.

Wallbox NV and Wallbox UK, together with Wallbox Chargers, Wallbox USA and AR Electronics, in that capacity, act as Affected Guarantors.

(6) COIL INC (“Coil”), a US company, with its registered office at 1307 Hayes Street, Suite 5, San Francisco, CA 94117, United States of America, and with tax identification number (TIN) N-N0401202G.

(7) WALLBOX FRANCE SAS (“Wallbox France”), a French company, with its registered office at Avenue des Champs-Élysées, 75008 Paris, France, and with tax identification number (TIN) N-0070873E.

(8) ELECTROMAPS, S.L.U. (“Electromaps”), a company incorporated in Spain, with its registered office at Carrer del Foc 68, 08038 Barcelona, Spain, and with tax identification number (N.I.F.) B66513524.

Hereinafter, Wallbox Chargers, Wallbox USA, AR Electronics, Wallbox NV, Coil, Wallbox France and Electromaps shall be referred to as the “Original Warrantors”.

(9) WALLBOX ITALY S.R.L. (“Wallbox Italy”), an Italian company, with its registered office at Piazza Tre Torri, 2, 20145 Milan (Italy) and tax identification number (N.I.F.) N-0113105A.

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Hereinafter, Wallbox Chargers, AR Electronics, Wallbox USA and Wallbox UK shall be referred to as the “Confirming Debtors”.

Hereinafter, Wallbox Chargers, AR Electronics, Wallbox USA, Wallbox France, Wallbox UK and Wallbox Italy shall be referred to as the “Factoring Debtors”.

Hereinafter, the Confirming Debtors and the Factoring Debtors shall be referred to collectively as the “Operating Debtors”.

(10) BANCO BILBAO VIZCAYA ARGENTARIA, S.A. (“BBVA”), a Spanish credit institution with its registered office at Plaza de San Nicolás 4, 48005 Bilbao, duly registered in the Bilbao Commercial Register, and with tax identification number (N.I.F.) A48265169.

(11) BANCO SANTANDER, S.A. (“Santander”), a Spanish credit institution with its registered office at Paseo de Pereda numbers 9 to 12, Santander, duly registered in the Santander Commercial Register, and with tax identification number (N.I.F.) A39000013.

(12) CAIXABANK, S.A. (“CaixaBank”), a Spanish credit institution with its registered office at Calle Pintor Sorolla 2-4, 46002 Valencia, duly registered in the Commercial Register of Valencia, and with tax identification number (N.I.F.) A08663619.

(13) EBN BANCO DE NEGOCIOS, S.A. (“EBN”), a Spanish credit institution with its registered office at Paseo de Recoletos, 29, Madrid, duly registered in the Madrid Commercial Register, and with tax identification number (N.I.F.) A28756043.

(14) INSTITUTO DE CRÉDITO OFICIAL, E.P.E. (“ICO”), a public body constituted as a public business entity as provided for in Articles 84, 103 et seq. of Law 40/2015 of 1 October on the Legal Regime of the Public Sector, and with Spanish tax identification number (N.I.F.) Q-2876002-C. It is not required to be registered in the Commercial Register.

(15) INSTITUT CATALÀ DE FINANCES (“ICF”), a public financial institution owned by the Government of Catalonia, founded in 1985, with its registered office at Gran Vía de les Corts Catalanes, 635, 08010 Barcelona, duly registered in the Barcelona Commercial Register, and with Spanish tax identification number (N.I.F.) Q5855055I.

(16) MORA BANC GRUP, S.A. (“Mora Banc”), a company incorporated under the laws of the Principality of Andorra, with its registered office at Avenida Merixell 96, AD500, Andorra la Vella, Principality of Andorra, with tax identification number (N.I.F.) N0431302I.

(17) COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E., ACTING AS MANAGER IN ITS OWN NAME AND ON BEHALF OF THE FONDO PARA INVERSIONES EN EL EXTERIOR, F.C.P.J. (FIEX) (“COFIDES”), a Spanish credit institution with its registered office at Paseo de la Castellana, 278, 28046 Madrid, duly registered in the Madrid Commercial Register, and with Spanish tax identification number (N.I.F.) A78990603.

For the purposes of Article 630 TRLC, it is noted that EBN, ICO, ICF, Mora Banc, and COFIDES are subject to an intercreditor agreement entered into for the purpose of regulating the coexistence of the Syndicated Financing Agreement and the COFIDES Financing Agreement (as such terms are defined in the framework agreement originally executed on 11 November 2024 and authenticated before the notary of Barcelona, Ms Laura Nogales Martín, under number 206 in her register of transactions), which was authenticated before the notary of Barcelona, Ms Laura Nogales Martín, under number 208 in her register of transactions.

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Hereinafter, BBVA, Santander, CaixaBank, EBN, ICO, ICF, Mora Banc and COFIDES, together with the Debtors (in relation to the Class 5 Affected Debt of which they are creditors, as applicable) shall be collectively referred to as the “Original Signatory Creditors”.

(18) PALMER AGENCY SERVICES (SPAIN), S.L.U., a company incorporated under Spanish law, with its registered office at Calle Castelló, 59, Bajo, 28001 Madrid, duly registered in the Madrid Commercial Register, and with Spanish tax identification number (N.I.F.) B56936644 (the “Global Agent”).

THE PARTIES DECLARE

(A) That Wallbox NV, listed on the New York Stock Exchange (NYSE) under the ticker symbol “WBX”, is a company duly incorporated under the laws of the Netherlands, registered in Amsterdam, with its centre of main interests, within the meaning of Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings and Articles 45.1 and 587.3 TRLC, in Barcelona (Spain), and tax identification number (N.I.F.) N0098134J, acting as the parent company of an international group of companies, including the Debtors.

The Group’s mission (as defined below) is to facilitate the global adoption of electric vehicles, thereby contributing to a more sustainable use of energy. To this end, the Group offers a wide range of charging solutions suitable for residential, business and public use, laying the foundations for the infrastructure needed to meet the growing number of electric vehicles. The Group develops and markets various types of smart chargers, including AC chargers for domestic and business applications, as well as DC fast chargers for public use.

The Group’s model is comprehensive, encompassing both proprietary hardware and software. Its digital platforms include “myWallbox”, which enables users to manage all their charging and energy consumption processes, and “Electromaps”, an app that helps drivers locate and pay at public charging points and enables operators to manage charging stations on a large scale.

The organisational chart of the companies that make up the Group can be found on the web, (Organisational Chart).

(B) The Parties have been negotiating the terms of the Group’s recapitalisation and comprehensive debt restructuring (the “Restructuring”) for several months now, with the primary aim of strengthening the sustainability of the capital structure, aligning the repayment schedule with the cash flow projected in the business plan, ensuring financial stability, and facilitating the introduction of new sources of financing and capital.

(C) That, as part of its international operations and in light of the growth experienced in recent financial years, the Group has entered into various financing agreements with a number of institutions to meet its operational, investment and development needs.

Currently, the Group’s Financial Creditors’ Affected Debt (as defined below and detailed further on1 ) comprises a group of financial institutions and institutional bodies, whose respective amounts and percentages of the Group’s total financial debt are as follows:

---

1 The detailed list of existing financial debt, including a breakdown by type of product, institution, maturity date, as well as the catalogue of security provided in relation to each of the loans, is attached as Annex 4 (Details of the Affected Debt). This Annex contains the relevant information on the financial obligations as at the date of this Restructuring Plan, as well as the nature and scope of the guarantees granted in favour of the creditor institutions.

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[intentionally omitted]

(D) That, in order to ensure the Group’s financial stability during the negotiations aimed at the Restructuring and the search for a comprehensive solution to the insolvency and liquidity crisis, the Group’s main creditor institutions (namely, Santander, BBVA and CaixaBank), together with the Debtors, amongst others, entered into a standstill agreement on 9 October 2025 which established the temporary suspension of the exercise of certain actions or rights by the participating lenders in respect of part of the Group’s financial debt (as amended from time to time, the “Standstill Agreement”).

Subsequently, EBN, ICO, ICF, Mora Banc and COFIDES formally acceded to the Standstill Agreement by means of a letter of accession signed on 7 November 2025.

(E) That, in the context of the Restructuring, on 22 December 2025, Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L. (an Iberdrola Group company), Am Gestio, S.L., Consilium, S.L., Mingkiri, S.L. / Anangu, S.L. (collectively, the “Original Shareholders”) and INSTRUMENTS FINANCERS PER A EMPRESES INNOVADORES, S.L. Unipersonal (IFEM) (together with the Original Shareholders, the “Shareholders” and, individually, the “Shareholder”) signed a letter of intent (the “Letter of Intent”) in favour of Wallbox NV, pursuant to which each Shareholder expressed its interest, subject to the conditions to be set out in a binding investment commitment to be formalised on the Signing Date (the “Binding Investment Commitment”), in making a cash contribution to Wallbox NV through the subscription and payment for newly issued Class A shares of Wallbox NV, for a maximum aggregate amount of ten million (10,000,000) euros, all within the framework of potential capital increases by Wallbox NV to be carried out in the context of the Restructuring and on the terms described in the Letter of Declaration of Interest itself.

(F) That Wallbox NV, Wallbox Chargers, AR Electronics and Electromaps, S.L.U., on 1 December 2025 and in the exercise of their legal powers and duties, filed with the Commercial Division of the Court of First Instance of Barcelona (Plaza No. 9) (the “Court”) the notice of the commencement of negotiations provided for in Article 585 of the TRLC in order to obtain the necessary legal protection to facilitate the negotiation and approval of this Restructuring Plan and, in said notice, also requested the appointment of a restructuring expert in accordance with the provisions of the applicable regulations.

(G) The Court appointed Lexaudit Concursal, S.L.P. as the restructuring expert (the “Restructuring Expert”) in relation to Wallbox Chargers and AR Electronic (order No. [***] of 10 December 2025) and Wallbox USA (order No. [***] of 5 March 2026).

(H) The Restructuring Expert has drawn up two reports in which (i) he has established the value of Wallbox Chargers and AR Electronics as going concerns, (ii) has certified the value of the Security Interests (as that term is defined below and, inter alia, for the purposes of Article 273 of the TRLC) provided by each Debtor and (iii) will confirm the existence of the majorities required for the approval of this Restructuring Plan (collectively, the “Restructuring Expert’s Report”).

The Restructuring Expert’s Report is attached as Annex2 ( ).

(I) In the context of the preparation of this Restructuring Plan, an individual viability plan has been drawn up for each of the Debtors, setting out the financial forecasts and projections for the business for the period following the implementation of the Restructuring. These viability plans have been drawn up on the basis of reasonable assumptions and reflect the expected

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financial and operational situation of each Debtor following the implementation of the planned restructuring measures, providing a reasonable prospect of ensuring the financial viability of the Debtors in both the short and medium term. For the purposes of this Restructuring Plan, each of the aforementioned viability plans shall be considered a “Viability Plan” and, collectively, the “Viability Plans”.

The Viability Plans are attached as Annex 8 (Viability Plans).

(J) That, on 1 April 2026, each of the Affected Creditors was notified of the proposed Restructuring Plan (as defined below) by electronic means with acknowledgement of receipt, and an announcement was posted on the Group’s website (i.e. the domain https://investors.wallbox.com/) containing an announcement informing of this individual dispatch and stating that, should any Affected Creditor not have received the relevant notification or be unable to access the link provided, they are offered the option of obtaining the documents by contacting the company via email at the following address: restructuring@wallbox.com, as well as the option of consulting the proposed Restructuring Plan at the Group’s head office located at Carrer del Foc 68, 08038 Barcelona, Spain.

(K) That, as stated in the communication referred to in the preceding Parties Declaration (J) , all Affected Creditors shall have the opportunity to cast their vote in favour of or against the proposed Restructuring Plan on the Signing Date in accordance with the provisions of Clause10 (Vote on the proposed Restructuring Plan and acceptance by Affected Creditors) below.

(L) That, as a result of all the foregoing, the Parties have decided to take the necessary steps to, amongst other matters, facilitate the injection of liquidity to enable the implementation of the Viability Plans, both in the form of debt and capital increases, to novate certain aspects of the Affected Debt in order to, amongst other modifications, extend the maturity date and standardise certain terms and conditions, to grant to the instruments evidencing the Interim Financing, the New Money and the Affected Debt instruments a series of personal and real guarantees and, for these purposes, to execute the Restructuring Documents (as this term is defined in Annex 3 (Definitions) and, in particular, this joint restructuring plan (the “Restructuring Plan”), which shall be governed by the following

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CLAUSES

1 Definitions and Interpretation

1.1 Definitions

For the purposes of this Restructuring Plan, capitalised terms shall have the meanings set out in Annex 3 (Definitions), or as expressly assigned to them elsewhere in the Restructuring Plan.

1.2 Interpretation

In this Restructuring Plan, unless expressly stated otherwise:

1.2.1 Any reference to the Restructuring Plan (or to any other Restructuring Document) shall be construed as referring both to the Restructuring Plan itself (or the Restructuring Document, as the case may be) and to its respective Annexes.

1.2.2 Any reference to a “Clause”, “Part” or “Annex” shall be deemed to refer to a clause, part or annex of the Restructuring Plan.

1.2.3 Any reference to a “person” includes any natural or legal person, entity, organisation, unincorporated association or public authority.

1.2.4 Any reference to one gender shall include the other, and terms in the singular shall also include the plural and vice versa.

1.2.5 Any reference to “days” shall be understood to mean calendar days. Time limits expressed in days shall begin to run from the day immediately following the start of the calculation. If the last day of the time limit is not a Business Day, the time limit shall be deemed automatically extended until the next Business Day. Time limits expressed in months shall be calculated from date to date, unless the last month does not contain the same date, in which case the time limit shall end on the immediately following Business Day.

1.2.6 Any reference to “from” or “as of” a date shall be construed as including that date.

1.2.7 The headings used in the Restructuring Plan are for reference purposes only; they do not form an integral part of the Plan nor do they affect the interpretation of its clauses.

1.2.8 The Spanish terms used shall have the meaning attributed to them by Spanish law.

1.3 Non-application of consumer and user regulations

Given that none of the Debtors qualifies as a consumer or user, and considering that this Restructuring Plan and the other Restructuring Documents have been drafted and negotiated by the respective parties, without constituting pre-formulated forms prepared by any of them, the Parties expressly agree and declare that no special rule or principle derived from consumer and user legislation shall apply.

2 Purpose, content and nature of the Restructuring Plan

2.1 Joint Plan

2.1.1 In accordance with the provisions of Article 642.2 of the TRLC, the Debtors hereby enter into a joint restructuring plan and shall submit the Application for Approval (in accordance with Clause12 (Application for Approval) below) for judicial approval as

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a single plan, such that the approval requirements set out in the TRLC (including majorities, classes of creditors, and other substantive and procedural requirements) have been verified for each of the Debtors individually in accordance with Article 642.2 TRLC.

2.2 Purpose and content of the Restructuring Plan

2.2.1 The purpose of this Restructuring Plan is to establish the terms and procedure for the Restructuring, as well as to adopt (or, as the case may be, to establish the framework for the adoption, pursuant to the relevant Restructuring Documents, of) the measures necessary to ensure the viability of the Debtors, in accordance with the provisions of the Viability Plan drawn up for each of the Debtors.

2.2.2 Under the Restructuring, the following objectives are pursued, in accordance with Title III of Book Two of the TRLC:

(i) to ensure the Group’s viability in the short and medium term by restructuring the Affected Debt, thereby avoiding the commencement of insolvency proceedings;

(ii) to provide the Group with the liquidity necessary to implement the business plan included in the Viability Plans; and

(iii) to ensure the sustainability of the Affected Debt and to adapt its repayment to the cash-generating capacity of each Debtor.

2.2.3 It also sets out the actions to be taken and the conditions that must be met for the Restructuring to take full effect, including, without limitation, compliance with the Conditions Precedent.

2.2.4 This Restructuring Plan affects all Affected Creditors in accordance with the provisions of Title III of Book Two of the TRLC.

2.2.5 This Restructuring Plan is based on the Viability Plans prepared by the Debtors and analysed by the Restructuring Expert, its terms and conditions being consistent with those plans, which will enable the Debtors to continue their respective business activities in the short and medium term through the measures set out therein.

2.3 Single Agreement and Prevalence

2.3.1 The Parties agree that the Restructuring Plan and the other Restructuring Documents constitute a single integrated restructuring plan for the implementation of the Restructuring.

2.3.2 All of them represent a single complex and combined business operation, the objective of which is the financial viability of the Debtors in accordance with the Viability Plans.

2.3.3 Notwithstanding the foregoing, the Parties agree that:

(i) Unless expressly provided otherwise within the Restructuring Plan, the latter does not modify, amend or constitute a waiver of the terms of the Standstill Agreement, which shall remain fully in force and effect between the parties in accordance with Clause16 ( Extension of the Standstill Agreement ).

(ii) The Debtors shall continue to comply with the terms of the Affected Debt in accordance with its own terms.

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2.3.4 In the event of any conflict between this Restructuring Plan and the New Money, the Working Capital Framework Agreement or the Loan Framework Agreement, this Restructuring Plan shall prevail.

2.4 ICO Regulations

2.4.1 Notwithstanding any provision to the contrary contained in this Restructuring Plan or in the other Restructuring Documents, nothing in this Restructuring Plan shall oblige any Affected Creditor who is a creditor under the ICO Affected Debt (an “ICO Creditor”) to act (or refrain from acting) in a manner inconsistent with the ICO Regulations in such a way as to cause the impairment or loss of an ICO Guarantee. In particular, each ICO Creditor:

(i) shall be entitled to take all steps it deems necessary to ensure compliance with the ICO Regulations; and

(ii) shall not be obliged to do anything which, in its reasonable opinion, might result in a breach of the ICO Regulations.

2.4.2 Nothing in this Clause2.4 (the “ICO Regulations”) shall affect the obligations of the Debtors or, where applicable, the other Parties under this Restructuring Plan and the other Restructuring Documents.

2.4.3 If, in the opinion of any ICO Lender (acting reasonably), there are terms in this Restructuring Plan or in any of the other Restructuring Documents that contradict or conflict with the ICO Regulations, such that compliance by such ICO Creditor with the ICO Regulations may result in a breach by it of the terms of this Restructuring Plan or of any of the other Restructuring Documents, such ICO Lender shall notify the other Parties (with a copy to the Global Agent, where applicable).

2.4.4 The Parties agree that the terms of this Restructuring Plan and/or the other Restructuring Documents shall be amended or supplemented to the extent necessary (at the Debtors’ expense) so that compliance by that ICO Creditor with the ICO Regulations does not constitute a breach of the terms of this Restructuring Plan or the other Restructuring Documents, provided that this remains within the limits permitted by the TRLC and by the Order Approving the Restructuring Plan.

2.4.5 The Debtors undertake to:

(i) provide the ICO Creditor, upon request, as soon as reasonably practicable, with a copy of any documentation required by the ICO or by such ICO Creditor to comply with the ICO Regulations; and

(ii) to take, within the limits of the Restructuring Plan and applicable regulations, any action reasonably required by the ICO or by an ICO Creditor to comply with the ICO Regulations, including, where applicable, the signing of any documents necessary to adapt the terms of the ICO Affected Debt to the provisions of this Restructuring Plan, provided that this does not contravene the Approval Order or the TRLC.

2.5 Extension of international jurisdiction in respect of Wallbox USA

2.5.1 In accordance with the provisions of Article 755 of the TRLC, the Commercial Division of the Spanish Courts extends its jurisdiction over Wallbox USA Inc., whose

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centre of main interests is located outside Spain, for the sole purposes of this Restructuring Plan.

2.5.2 To this end:

(i) Wallbox Chargers, which is the parent company of Wallbox USA, will be subject to the Restructuring Plan;

(ii) the notification and approval of the Restructuring Plan in relation to the subsidiaries have been requested to be kept confidential, so that neither the notification nor the decisions on its approval will be published in the Public Insolvency Register and will be issued separately from the decisions relating to the parent company; and

(iii) the extension of jurisdiction over Wallbox USA is necessary to ensure the successful conclusion of the negotiations, the adoption and implementation of the Restructuring Plan, insofar as:

(a) the Restructuring Plan has been designed so that Wallbox USA’s debt is restructured jointly with that of the other Debtors in relation to their common creditors;

(b) the financial and operational position of Wallbox USA is closely interlinked with that of Wallbox Chargers and the other Debtors, as it maintains significant commercial and operational relationships with them, such that any uncoordinated enforcement by creditors of the guarantees provided by Wallbox USA, or the initiation of insolvency proceedings against that company outside the scope of this Restructuring Plan could trigger a domino effect that would seriously impair its assets and liquidity, trigger cash flow pressures within the Group, jeopardise the continuity of key commercial relationships and, ultimately, compromise the Group’s viability and frustrate the aims of this Restructuring Plan; and

(c) Wallbox USA primarily carries out the Group’s business in the US market for charging solutions for electric and plug-in hybrid vehicles, which constitutes one of the Group’s main markets in terms of sales volume and in which strategic commercial relationships with certain key customers are concentrated; consequently, the orderly continuation of this business is essential for revenue generation and for meeting the projections contained in the Viability Plans as a whole.

2.5.3 Given the significance of Wallbox USA within the Group’s financial structure and its close links to the existing debt instruments, it is envisaged that this company will provide certain personal and real guarantees in favour of the Signatory Creditors (as identified in the Annex 5 ( New Guarantees ), so that Wallbox USA’s subjection to this Restructuring Plan is consistent and functional with the guarantee structure underpinning the modification of the terms of the Affected Debt and the new financing on the terms described in this Restructuring Plan.

2.5.4 In any event, the jurisdiction of the Spanish courts with regard to Wallbox USA is limited to the contractual creditors common to its parent company and the Debtors.

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3 Conditions Precedent

3.1 Conditions Precedent (Restructuring Plan)

3.1.1 The Parties agree to make the effectiveness of this Restructuring Plan subject to the fulfilment of the Funding Condition, with the exception of the provisions relating to the1 Clause ( Definitions and interpretation ), the2 Clause ( Purpose, content and nature of the Restructuring Plan ), Clause3.1 ( Precedent (Restructuring Plan) ), Clause14 ( Breach of the Restructuring Plan ), Clause17 ( Debtors’ Representative ), Clause18 ( Global Agent ), Clause19 ( Confidentiality ), Clause20 ( Notifications ), Clause22 ( Costs and Expenses ) and Clause24 ( Governing Law and Jurisdiction ), which shall take full effect upon the signing of the Restructuring Plan.

3.1.2 For these purposes, the Parties expressly clarify that the Interim Financing and the New Guarantees are not subject to the Funding Condition and shall be fully valid and enforceable from the time of their respective execution, in accordance with the terms set out in the respective Restructuring Documents evidencing them.

3.1.3 For the purposes of this Clause3.1 (Conditions Precedent (Restructuring Plan)):

(i) “Funding Condition” means that, prior to the Funding Deadline, the following circumstances have been satisfied:

(a) the Global Agent has received a copy of the Bridge Loan duly executed by all parties thereto;

(b) the following documentation relating to the Interim Financing has been executed before a Notary:

(I) the documentation relating to the Interim Financing;

(II) the Working Capital Framework Agreement; and

(III) the Framework Loan Agreement; and

(c) the Global Agent has received one or more bank statements or proof of payment showing that the following amount has been received into an account held by Wallbox Chargers and opened with an Original Signatory Creditor:

(I) an amount of EUR 5,650,000, drawn from the total amount of the Bridge Loan;

(II) an aggregate amount of EUR 2,921,428.57, drawn down from the total amount of the new revolving credit facilities (RCF) granted as part of the Interim Financing by Banco Santander, EBN and Morabanc, up to limits of, respectively, [intentionally omitted]; and

(d) provided that copies of the contractual documentation evidencing that the following working capital facilities have been fully established and are available to Wallbox Chargers have been formalised and delivered to the Global Agent, with their drawdown being conditional solely upon the submission of supplier invoices, in accordance with the terms of their respective contracts:

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(I) BBVA: supplier financing facility with a limit of EUR [intentionally omitted]; and

(II) CaixaBank: supplier financing facility with a limit of EUR [intentionally omitted].

(ii) “Funding Deadline” shall be:

(i) 23:59 (CET) on 10 April 2026; or

(ii) such other later time and date (prior to the Funding Deadline applicable at that time) as Wallbox Chargers and the Global Agent (acting on the instructions of the Majority of Signatory Creditors) confirm to the Notary by sending an email.

3.1.4 As soon as the Funding Condition is satisfied, the Global Agent shall send a confirmation email to the Notary, with a copy to Wallbox Chargers, from/to the addresses set out in Clause 3.3.6 .

3.1.5 Fulfilment of the Funding Condition shall be evidenced by the Global Agent sending the email provided for in Clause3.1.4 above.

3.1.6 The Parties hereby instruct the Notary Public to, once the Funding Condition has been fulfilled, record this in this Restructuring Plan by means of a notarial entry (with express reference to the date and time at which it took place).

3.1.7 In the event that the Funding Condition has not been fulfilled by the Funding Deadline:

(i) this Restructuring Plan shall have no effect whatsoever, without prejudice to the provisions of Clause3.1.1 ;

(ii) Wallbox Chargers irrevocably undertakes to proceed, as soon as possible and, in any event, within the Business Day following the Funding Deadline, to refund in full the amounts actually received in relation to the Bridge Loan and the Interim Financing to the respective accounts from which the transfers originated, without withholding or deducting any costs, commissions, taxes or expenses that have not been expressly agreed in writing with the sending parties; and

(iii) the Parties instruct the Notary that, once the Funding Deadline has been reached without proof of compliance with the Funding Condition having been provided in accordance with Clause3.1.4 , he shall record this in a notarial entry in this Restructuring Plan (with express reference to the date and time at which the Funding Deadline was reached).

3.2 Conditions Prior to or Concurrent with the Signing of the Restructuring Plan

3.2.1 As a condition precedent to or concurrent with the signing of this Restructuring Plan, the following conditions must have been met:

(i) delivery to the Global Agent of a copy, signed by all Shareholders, of their respective Binding Investment Commitments;

(ii) signing of the Intercreditor Agreement;

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(iii) signing and entry into force of the New Guarantee to be executed simultaneously with this Restructuring Plan, in accordance with Annex 5 (New Guarantee);

(iv) the delivery to the Global Agent of a copy of the shareholders’ agreements or sole shareholder resolutions of each Debtor approving the terms of, and the transactions contemplated by, the Restructuring Documents;

(v) the delivery to the Global Agent of a copy of the deeds or other corporate documents required in relation to each Spanish Debtor, setting out:

(i) the approval of the terms of the transactions contemplated in the Restructuring Documents;

(ii) the granting of powers of attorney for the execution of the Restructuring Documents; and

(iii) the authorisation of certain persons to sign and deliver, on its behalf, any communications and notices required to be delivered in connection with the Restructuring Documents to which it is a party;

(iv) proof, to the satisfaction of the Global Agent, that sufficient funds have been made available to the Notary to cover the Stamp Duty arising from the execution of the chattel mortgages referred to in items 17 and 18 of the5 ( New Guarantees ) and that the updated valuations of the assets to be mortgaged have been delivered to the Global Agent;

(v) the issuance, by Linklaters, S.L.P., in its capacity as Spanish legal adviser to the Debtors, of a Spanish legal opinion on the capacity of Wallbox Chargers and AR Electronics to execute the Restructuring Documents to which they are party as at this date;

(vi) the issuance by Clifford Chance, S.L.P., in its capacity as Spanish legal adviser to the Original Signatory Creditors, of a Spanish legal opinion on the validity and enforceability of the documentation relating to the Interim Financing and the New Guarantees executed on this date; and

(vii) the signing of the Working Capital Framework Agreement and the Loan Framework Agreement (for which purpose the conditions precedent or conditions simultaneous to signing set out in those documents must have been fulfilled or, failing that, waived, some of which have been described in previous sections due to their importance).

3.3 Conditions Precedent (Restructuring of the Affected Debt)

3.3.1 The Parties agree to make the effectiveness of the Restructuring of the Affected Debt subject to the condition precedent relating to:

(i) Class 1 and Class 2 and, consequently, the effectiveness of:

(a) the terms and conditions set out in Clauses6.2 (Restructuring of Class 1 Affected Debt (secured liability)) and6.3 (Restructuring of Class 2 Affected Debt (ordinary financial liability)) of this Restructuring Plan; and

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(b) those terms and conditions of the Working Capital Framework Agreement and the Loan Framework Agreement expressly provided for in Clause 1.9 (Condition Precedent) of both documents which are conditional upon the occurrence of the Effective Date; and

(ii) Class 3, Class 4 and Class 5 and, consequently, the effectiveness of the terms and conditions set out in Clauses6.4 (Restructuring of Class 3 Affected Debt (ordinary non-financial liabilities)),6.5 (Restructuring of Class 4 Affected Debt (subordinated financial liabilities)) and6.6 (Restructuring of Class 5 Affected Debt (intra-group subordinated liabilities)) of this Restructuring Plan,

compliance with (or waiver pursuant to this Clause), prior to the Deadline, of each and every one of the following conditions precedent (to the satisfaction of the Majority of Signatory Creditors) (the “Conditions Precedent”):

(a) the issuance by the Court of the Order of Approval confirming the effects requested in the Application for Approval;

(b) evidence that all the milestones set out in Annex 6 ( ) have been completed (to the satisfaction of the Majority of Signatory Creditors), with a deadline of on or before the Effective Date, in accordance with the provisions of that Annex;

(c) proof that the fees, costs and expenses currently owed by the Debtors have been paid or will be paid in accordance with the terms of the New Debt Instruments;

(d) evidence of payment or deposit into an escrow account opened with Banco Santander, S.A. of the costs, fees and other amounts accrued as at the Effective Date (and calculated as at that date), necessary to maintain in force the CESCE policies and ICO guarantees that insure and guarantee certain Affected Debt Instruments; and

(e) the execution of the Deed of Closure (the “Deed of Closure Condition”).

The foregoing condition (d) is without prejudice to the Debtors’ obligation to pay, as soon as they are definitively and documentarily calculated by the relevant entities, any additional amounts accruing in relation to said CESCE policies and ICO guarantees, including, where applicable, final premiums which may be calculated after the Effective Date.

3.3.2 The “Deadline” shall be:

(ii) 23:59 (CET) on 30 June 2026; or

(iii) such other later time and date as (prior to the Cut-off Time applicable at that time) Wallbox Chargers and the Global Agent (acting on the instructions of the Majority of Signatory Creditors) confirm to the Notary by sending an email.

3.3.3 As soon as the Order of Confirmation is available, the Debtors shall send a copy thereof to the Global Agent by email, who shall, in turn, make it available to the other Parties.

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3.3.4 The Majority of Signatory Creditors may waive compliance with any Condition Precedent by notifying the Global Agent by email, who shall communicate the waiver to all Parties.

3.3.5 Once all Conditions Precedent have been fulfilled in due time and form (or otherwise waived) (with the sole exception of the Closing Deed Condition):

(i) the Majority of Signatory Creditors shall notify the Global Agent of this fact by email; and

(ii) the Global Agent (only if it has received the foregoing confirmation) shall send the Notice of Completion to the Notary and the other Parties and to the Shareholders by email, stating:

(a) that all Conditions Precedent have been fulfilled in due time and form or that compliance therewith has been validly waived; and

(b) the date and place for the execution of the Deed of Completion (by default, the Notary’s office).

3.3.6 The emails referred to in this Clause must be sent by / to (as applicable) the following email addresses:

(i) Global Agent:[***] ;

(ii) Notary: [***] ;

(iii) Shareholders: the address indicated on each shareholder’s signature page in the Binding Investment Commitment;

(iv) Signatory Creditors: the person named on each creditor’s signature sheet or, where applicable, in the Letter of Election formalising their acceptance in accordance with Clause10 ( Vote on the proposed Restructuring Plan and acceptance by Affected Creditors );

(v) Debtors: as indicated on the Debtors’ signature sheet;

(vi) with a copy (for information purposes only) to: [***] ;

or, alternatively, to any other email address that the party in question provides to the Global Agent and the Notary at least 3 Business Days in advance.

3.3.7 In the event that, upon the expiry of the Deadline, compliance with, or where applicable, the waiver of all the Conditions Precedent has not been certified to the Notary in accordance with the provisions of this Clause3.3 (Conditions Precedent (Restructuring of the Affected Debt)), the Parties instruct the Notary to record this in a notarial entry in this Restructuring Plan, with express reference to the date and time at which the Deadline was reached.

3.4 Effective Date

3.4.1 The Closing Deed shall be executed within a maximum of five (5) Business Days from the publication of the Order of Approval.

3.4.2 The execution of the Deed of Closure shall imply:

(i) confirmation of compliance (or waiver) with all Conditions Precedent;

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(ii) the entry into force of all the terms and conditions of the Restructuring Documents (in accordance with the provisions thereof, and without prejudice to any other condition relating to the release of funds or of any other nature that may be set out therein); and

(iii) the full effectiveness of the Restructuring with retroactive effect from the Signing Date.

3.4.3 Without prejudice to the automatic and retroactive effectiveness of the Restructuring of the Affected Debt in accordance with the provisions of this Clause3 (Conditions Precedent):

(i) The parties to any Affected Debt may require one another to execute such documents as either party may deem necessary or appropriate for the purpose of documenting the terms of the Restructuring of their Affected Debt (including, without limitation, those agreed in the Master Loan Agreement and the Master Working Capital Agreement).

(ii) The Parties undertake to execute such documents as soon as possible after receiving the relevant request (which may be made prior to or after the Effective Date), but in no event prior to the Effective Date.

3.4.4 The Parties hereby instruct the Notary that, once the Deed of Completion has been executed, he shall record by means of a notarial entry in this Restructuring Plan and the other Restructuring Documents (i) the fulfilment of the Conditions Precedent and (ii) the occurrence of the Effective Date (with express reference to the date on which it took place).

3.4.5 All Parties undertake to execute the Closing Deed in accordance with the instructions in the Closing Notice.

Notwithstanding the foregoing, and in the interests of the successful completion of the Restructuring, the failure of any party to appear shall not prevent the execution of the Closing Deed or the effects of such execution from taking place in accordance with the provisions of this Restructuring Plan (all without prejudice to any liability that such non-appearing party may incur vis-à-vis the others).

3.5 Actions prior to, concurrent with or subsequent to the Effective Date

3.5.1 Each of the Parties shall carry out each and every one of the actions prior to, subsequent to or simultaneous with the Effective Date that fall within their remit, in the order, within the timeframe and in the manner set out in Annex 6 (Actions prior to, simultaneous with or subsequent to the Effective Date).

3.5.2 The obligations of each Party under this Clause3.5 (Actions prior to, concurrent with or subsequent to the Effective Date) are of a continuing nature and, in particular, shall remain binding on each Party after the Effective Date.

4 Description of the financial position of the Debtor

The Debtors expressly acknowledge the provisions set out in this Clause for the appropriate purposes and for the benefit of the Signatory Creditors.

4.1 Origin and business model of the Group

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The Group was founded as a start-up in 2015, in a virtually newly created market—that of chargers for electric vehicles—in which it needed to achieve sufficient scale to be able to develop its business with operational profitability. To this end, the Group implemented a strong growth plan, with the support of both its shareholders and private and public financiers, with the aim of being prepared to supply the nascent ecosystem necessary for the large-scale roll-out of electric vehicles.

The market for electric vehicle chargers is an evolving market, highly exposed to external factors beyond the Group’s control, including, in particular: (i) consumer perceptions regarding the characteristics of electric vehicles and charging stations (quality, safety, performance, cost); (ii) competition from traditional combustion-engine vehicles and hydrocarbons; (iii) the availability of components for the manufacture of electric vehicles and charging stations; and (iv) political, regulatory and social factors, amongst others.

As a result of the uncertainty and unpredictability that characterise this market, growth projections for demand for electric vehicles have proved to be significantly higher than actual demand, and the market’s actual development has been considerably slower than anticipated in the various business plans approved by the Group’s governing bodies.

4.2 Financing structure and shareholder support

To implement its growth plan and meet the Group’s cash requirements, the Group relied primarily on contributions from its shareholders in Wallbox NV, which were subsequently channelled to Wallbox Chargers in the form of an intra-group loan or shareholder contributions (account 118), as applicable.

Over the years, capital contributions have been made in amounts which, as at 31 December 2024, totalled €586 million (share capital together with share premiums).

Focusing on the last two years, Wallbox NV has carried out the following capital increases:

4.2.1 On 15 June 2023, 18,832,432 Class A Shares were issued, with Wallbox NV receiving total cash contributions of $48.6 million (€44.9 million) at a price of $2.58 per share.

4.2.2 On 13 December 2023, 10,360,657 Class A Shares were issued, raising a total of $31.6 million (€29.3 million) for Wallbox NV at a price of $3.05 per share.

4.2.3 On 5 August 2024, 36,334,277 Class A Shares were issued, with Wallbox NV receiving total cash contributions of $45 million (€41.5 million) at a price of $1.24 per share.

4.2.4 On 21 February 2025, 26,707,142 Class A Shares were issued, with Wallbox NV receiving total cash contributions of $9.9 million (€9.4 million) at a price of $0.37 per share.

4.2.5 On 2 June 2025, 22,458,944 Class A Shares were issued, with Wallbox NV receiving total cash contributions of $5.6 million (€5 million) at a price of $0.25 per share.

4.2.6 On 17 June 2025, 37,759,630 Class A Shares were issued and acquired by the Public Business Entity Sociedad Española para la Transformación Tecnológica, with Wallbox NV receiving total cash contributions of €8.4 million at a price of €0.22 per share.

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As can be seen, the share price has fallen significantly in recent capital increases, in parallel with the decline in the company’s market value, in line with the substantial losses the Group has incurred in recent years:

	2022	2023	2024
Sales revenue	144,185	143,769	163,943
Operating profit	(138,835)	(106,941)	(133,817)
Financial result	71,439	(5,833)	(24,698)
Profit for the year	(62,800)	(112,071)	(151,792)

*Figures in thousands of € taken from the consolidated annual accounts of Wallbox NV.

The reduction in the market value of the2 share and the reference price in successive capital increases demonstrates that the financial support of Wallbox NV’s shareholders has been diminishing to the extent that no additional funds have been injected into the company since the last capital increase in June 2025 (and without prejudice to the non-binding commitment referred to in the Letter of Declaration of Interest, issued in the context of the Restructuring), pending clarity regarding some form of prior agreement with (all or part of) the Affected Creditors.

In addition, the Group has supplemented contributions from its shareholders with various sources of third-party financing, including bilateral and syndicated loans from credit institutions, working capital facilities and financing from public bodies. The cumulative volume of debt owed to these third-party lenders, combined with the deterioration in operating results and the reduced availability of funding from the shareholders described above, has strained the Group’s ability to meet not only its commercial obligations to suppliers but also its financial debt servicing obligations.

4.3 Operating deterioration and liquidity strain in the operating companies

The deterioration in the Group’s results and the reduced availability of funding from shareholders have had a direct impact on Wallbox Chargers, which received funds from Wallbox NV for its day-to-day financing.

Furthermore, as the Group’s operating company, the negative business performance has reduced its ability to generate sufficient cash to meet payments to its suppliers and lenders on time, which has also affected its ability to provide funding to its subsidiaries. All of this has led Wallbox Chargers into its current state of insolvency, as it is unable to meet its due obligations on a regular basis.

The Group has experienced significant financial leverage based on the assumption that the electric vehicle market would evolve more rapidly. However, growth in this market has been slower than anticipated, and insufficient cash flow has been generated to meet the Group’s current obligations.

This situation has led, amongst other consequences, to the imminent insolvency of AR Electronics and Wallbox USA, as both companies rely heavily on the cash flows generated by Wallbox Chargers to finance their operations and meet their own obligations.

---

2 The reference price of Wallbox N.V. shares for the financial years 2023, 2024 and 2025 has been, respectively, USD 35,000, USD 10,014 and USD 2,620 per share.

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The insolvency of Wallbox Chargers and its limited ability to continue providing financial support to its subsidiaries has a knock-on effect on AR Electronics and Wallbox USA which, in the absence of such intra-group support and in view of the maturity schedule of their obligations, find themselves in a situation of imminent insolvency, as they do not have sufficient recurring resources to meet their payment commitments on time or, in particular, the obligations arising from the personal guarantees granted in relation to Wallbox Chargers’ Affected Debt, the enforcement of which would likewise accelerate their entry into a state of insolvency.

4.4 Negotiations with creditors and notification of the commencement of negotiations

In view of this situation, the Wallbox Group has in recent months initiated a negotiation process with its main financial institutions with the aim of agreeing to the temporary suspension of compliance with certain financial obligations and establishing a framework for the negotiation of a comprehensive restructuring of the Group’s debt.

In this context, on 9 October 2025, the Standstill Agreement was signed with the Financial Creditors holding the majority of the Group’s financial debt (Santander, BBVA and CaixaBank), with the aim of providing temporary stability to the debt structure whilst progress was made in negotiating a sustainable restructuring solution.

Subsequently, EBN, ICO, ICF, Mora Banc and COFIDES acceded to the Standstill Agreement by means of a letter of accession dated 7 November 2025, thereby becoming participating lenders under the Standstill Agreement.

Furthermore, the Debtors subsequently sent letters to the participating lenders requesting an amendment to the Standstill Agreement, whereby it was agreed to extend the standstill period until 23:59 (CET) on 31 March 2026, with the remaining terms remaining in force.

In parallel, within the framework of the communication submitted by the Debtors referred to in the Parties Declaration (F), the Group has been negotiating restructuring measures with the remaining Financial Creditors and with certain Non-Financial Creditors.

4.5 Causes of the insolvency and the need for the Restructuring Plan

In accordance with the requirements of Article 633.3 of the TRLC and in relation to the situation of each Debtor referred to in Clause7.1 ( Budget objective ), the main causes that have led to their situation of imminent insolvency or current insolvency, respectively, can be summarised as follows:

4.5.1 An investment- and leverage-intensive business model, designed on the basis of expectations of growth in the electric vehicle market that have not materialised within the anticipated timeframe or to the anticipated extent, which has led to a structural mismatch between the volume of debt assumed and the Group’s actual cash generation capacity.

4.5.2 Adverse developments in the macroeconomic and market environment, characterised by:

(i) a slower rate of electric vehicle penetration than initially forecast;

(ii) regulatory uncertainty and changes to certain public incentive schemes; and

(iii) increasing competitive pressure and shrinking margins, which have had a negative impact on the Group’s revenue and profitability.

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4.5.3 A significant reliance on funding provided by shareholders and the capital markets, which has been sufficient to sustain the initial phase of expansion but which, in the current context of recurring negative results and a decline in the share price, has been substantially limited, restricting the Group’s ability to continue refinancing maturities and strengthening its capital structure through equity.

4.5.4 The accumulation of losses in recent financial years, which has eroded the equity of certain Group companies and placed some of them in a situation of significant capital imbalance for the purposes of the applicable regulations, reinforcing the need for early action through a comprehensive restructuring plan.

In the absence of restructuring measures, the combination of these factors would, in the very near future, lead to the initiation of insolvency proceedings against several Group companies, with the consequent risk of value destruction for creditors, shareholders, employees and other stakeholders.

This Restructuring Plan is therefore the appropriate and necessary instrument to rectify this situation, by adapting the repayment schedule and terms of the Affected Debt to the Debtors’ actual cash-generating capacity, as detailed in the Viability Plans, and thereby enabling the continuity of the Group’s business activities in the short and medium term.

Without the implementation of the Restructuring Plan on the terms described, the liquidity strain and the inability to meet due obligations on time would progressively spread to the rest of the Group’s operating companies, leading several of them into insolvency; consequently, the scale of the need for the Restructuring Plan must be assessed in relation to the Group as a whole.

5 Affected claims and classes of claims

5.1 Affected Debt

5.1.1 In accordance with Article 633.5 of the TRLC, (Details of the Affected Debt) identifies (in relation to each Debtor, and with reference to the date of this Restructuring Plan) :

(i) the Affected Creditors;

(ii) the claims held by each Affected Creditor that will be affected by the Restructuring Plan (the “Affected Debt”);

(iii) a breakdown of the Affected Debt by item:

(a) principal;

(b) ordinary interest accrued and unpaid; and

(c) default interest, fees and other ancillary items; and

(iv) the Class to which each of the claims comprising the Affected Debt belongs (as set out in Clause5.2 (Formation of classes of claims) below).

5.1.2 For the sake of clarity, any claims arising from recovery, subrogation or recourse (including, without limitation, claims arising from recovery, subrogation or recourse between Debtors or other guarantors as a result of the payment of the Affected Debt) shall be subject to this Restructuring Plan on the same terms as the principal claim from which they arise, in accordance with Article 616.3 TRLC and the applicable

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rules on the classification of claims (without prejudice to any subordination applicable to them under Article 310.2.4 TRLC).

5.2 Formation of classes of claims

5.2.1 In accordance with the provisions of Article 622 TRLC, Affected Creditors shall have the right to vote on the Restructuring Plan grouped by classes of claims.

5.2.2 The formation of classes has been designed in accordance with the provisions of Article 623 et seq. TRLC, taking into account primarily:

(i) the ranking of the claims determined by the order of payment in the insolvency proceedings; and

(ii) the existence of a common objective economic interest within each class, including, where applicable, the financial or non-financial nature of the claim and the treatment that the claims receive in this Restructuring Plan.

5.2.3 The Parties classify the Affected Debt, in respect of each of the Debtors (as applicable in each case), into the following classes of claims:

(i) “Class 1”: Liabilities with special priority:

Claims (and only up to the amounts) that are considered to have special priority for the purposes of Articles 270 et seq. of the TRLC, all in accordance with Article 624 of the TRLC.

For the purposes of clarification only, it is noted that, in accordance with Articles 272 et seq. of the TRLC, the amount of such claims exceeding the fair value of the asset or right encumbered by the corresponding Security Interest shall not be considered a “Secured Liability” and, consequently, shall not form part of Class 1 (as set out in Annex 4 (Breakdown of the Affected Debt)).

(ii) “Class 2”: Ordinary financial liabilities

Financial claims of an ordinary nature under the terms of Article 269.3 of the TRLC.

(iii) “Class 3”: Ordinary non-financial liabilities

Claims of a non-financial nature (including those arising from commercial relationships or the provision of services) that have ordinary ranking under the terms of Article 269.3 TRLC.

By way of example and without limitation, Class 3 includes claims arising from: (a) contracts for the supply of raw materials, products or services; (b) leases of immovable or movable property used in ordinary business operations; (c) maintenance, repair, logistics, transport and similar contracts; (d) contracts with agents, commission agents, commercial representatives and other intermediaries; and (e) any other commercial or service provision relationship giving rise to an ordinary insolvency claim against the Debtors and which should not be classified as subordinated or privileged.

For the purposes of calculating votes and determining the Affected Debt included in Class 3, contingent, disputed or conditional claims that must be

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included in this Class shall be calculated, in accordance with Article 617.4 of the TRLC, at their maximum amount (100%).

(iv) “Class 4”: Subordinated financial liabilities

Claims of a financial nature that are subordinated under the terms of Article 281.3 of the TRLC.

For the purposes of clarification, Class 4 includes, amongst others, the following subordinated financial claims: (a) ordinary interest due and unpaid; (b) default interest, fees and other ancillary items accrued in relation to the financial liabilities comprising Class 1 (for the amount not covered by the security interest) and Class 2; and (c) any other subordinated financial claims which, pursuant to Article 281 of the TRLC, must be classified as subordinated in any insolvency proceedings involving the Debtors, provided that they are included in the Affected Debt.

(v) “Class 5”: Intra-group subordinated liabilities

Financial claims that are subordinated in accordance with Article 281(5) of the TRLC.

For the sake of clarity, Class 5 comprises claims arising from intra-group financing granted by Group companies to the Debtors, including ancillary items (interest, fees and other items arising from such financing) which, pursuant to Article 281.5 of the TRLC, must be classified as subordinated in any insolvency proceedings involving the Debtors, provided that they are included in the Affected Debt.

5.2.4 As stated in Clause5.1.1 above, the Annex 4 (Breakdown of the Affected Debt) identifies the claims arising from the Affected Debt that comprise Class 1, Class 2, Class 3, Class 4 and Class 5 in respect of each Debtor.

5.2.5 Although the receivables included in Class 2 and Class 3 are of equal rank as determined by the order of payment in insolvency proceedings, they are classified into distinct classes because they correspond to different economic natures and functions:

(i) Class 2 comprises ordinary financial liabilities (bank or institutional investor financing, typically medium- to long-term, with remuneration via interest and fees and subject to covenants and financial reporting obligations), linked to the Group’s capital structure and financial indebtedness; and

(ii) Class 3 comprises ordinary non-financial liabilities arising from day-to-day commercial relationships (suppliers and other trade creditors), linked to the operating cycle and the supply chain, generally with shorter maturities, smaller amounts and a strong dependence on the continuity of the commercial relationship,

such that the distinction between Class 2 and Class 3, even though both involve claims with ordinary ranking, reflects the existence of these distinct economic interests and the need for each group to vote on the Restructuring Plan within a class that adequately reflects its economic function, its debt instrument, its risk profile and the treatment accorded to it in the Restructuring Plan, in accordance with Article 623.3 of the TRLC and the doctrine on the correct formation of classes.

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5.2.6 The separation into two distinct Classes and the treatment envisaged for Class 4 and Class 5 in the Restructuring Plan respects the order of payment established by insolvency legislation and is consistent with intragroup debt bearing a greater economic sacrifice than the external subordinated debt included in Class 4, thereby promoting the long-term viability of the Debtors, in line with the principles of proper class formation and the distribution of economic upside and downside between Group members and external creditors, in accordance with Article 623.3 of the TRLC and the doctrine on class formation and the treatment of intra-group debt.

5.3 Unaffected Debt

5.3.1 The Parties expressly agree to exclude from the scope of the Restructuring Plan the remaining liabilities of the Debtors other than the Affected Debt, comprising the claims described by class below (the “Unaffected Debt”).

5.3.2 Furthermore, in accordance with the economic logic of the Restructuring itself, the Interim Financing referred to in Clause6.1.1 is structured as interim financing not affected by the Restructuring Plan (which has also not been taken into account for the purposes of calculating majorities in Clause5 (Affected claims and classes of claims)), this non-affection being an essential element of the Restructuring negotiation framework and a necessary condition for obtaining the liquidity essential for the continuity of the Group’s business from the signing of the Restructuring Plan until the Effective Date.

5.3.3 The Unaffected Debt comprises the following types of claims:

(i) Public law claims

Taking into account the limitations of Article 616 bis TRLC on the content of restructuring plans with regard to public law claims, the maximum payment terms imposed by the applicable regulations (which are incompatible with the Restructuring and the Viability Plans) and the fact that the claims referred to in this section have long-term contractual maturities, the Parties have agreed to exclude all public law claims from the scope of the Restructuring Plan.

The Debtors expressly declare that the only public-law claims against them arise from loans granted by the Centre for Technological Development and Innovation (CDTI) and the Ministry for Ecological Transition and the Demographic Challenge (MITECO)3 :

Wallbox Chargers, S.L.U.: Claims by public bodies totalling approximately €3,259,000:

[Intentionally omitted]

AR Electronics Solutions, S.L.U.: Loans from public bodies totalling approximately €542,201:

[Intentionally omitted]

(ii) Strategic suppliers necessary for business continuity

---

3 The figures included in this table are presented for illustrative purposes only and reflect the outstanding amounts of the claims against public bodies as at 6 March 2026, without updating or projecting their evolution after that date.

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Without prejudice to the provisions of section5.2 regarding the formation of classes, the Creditors consider that certain suppliers of critical components, essential services and key infrastructure for business continuity are “strategic suppliers” and, consequently, their claims have been excluded from the Affected Debt and from the scope of the Restructuring Plan. These suppliers are listed in Annex 7 ( Unaffected Debt ).

The classification as a strategic supplier is the result of an individualised and rigorous analysis of each commercial relationship and is based, in summary, on the circumstances detailed below:

(a) Suppliers of components essential for manufacturing

The Debtors rely on specialist suppliers of electronic, magnetic, mechanical and power components, as well as other elements essential for the manufacture of their main products, which cannot be replaced in the short or medium term without causing significant disruptions to production and the fulfilment of orders necessary for the implementation of the Viability Plans.

In particular, these are supplies that: (i) are subject to specific qualification and technical approval processes, (ii) have technical characteristics that are non-fungible or difficult to replace without lengthy recertification processes, and/or (iii) are subject to exclusive or quasi-exclusive supply agreements, such that their interruption would create a material risk of disruption to the supply chain and seriously jeopardise the Group’s operational viability and compliance with the Viability Plans.

(b) Service providers essential to the Debtors’ ordinary operations

The Debtors maintain relationships with service providers whose continuity is critical to the ordinary conduct of their business, including, amongst others, suppliers of:

(I) IT, software, technology infrastructure and digital connectivity services for shippers, necessary for the operation of the Group’s platforms and systems;

(II) customer service, technical support and after-sales management services, which are essential for the fulfilment of contractual obligations and the maintenance of the Group’s commercial reputation;

(III) logistics, transport and warehouse management services, essential for the procurement of components and the distribution of finished products, in Spain and abroad;

(IV) certification, technical testing, type-approval and regulatory compliance services, necessary to maintain the technical s and certifications required for the marketing of products in various markets;

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(V) telecommunications and connectivity services, which support the Group’s internal and external communications and the IoT connectivity of installed equipment;

(VI) personnel and human resources management services, including outsourced payroll, benefits and talent services;

(VII) insurance services covering the ordinary risks of the business; and

(VIII) legal, tax and financial advisory services necessary for day-to-day management and the implementation of the Restructuring.

The interruption of these services, or the deterioration of the commercial relationship due to the failure to settle their claims on ordinary terms, could lead to breaches of contract, third-party claims and operational disruptions incompatible with the proper execution of the Viability Plans.

(c) Lessees of premises and infrastructure linked to the business

Also excluded are the claims of lessors of property and other infrastructure necessary for the operation of its workplaces and core operations. This includes, by way of example, production and assembly centres, logistics warehouses, and office and technical support facilities, both in Spain and in other jurisdictions. The termination or non-renewal of these lease agreements, due to non-payment of accrued rent, would generate an immediate operational impact incompatible with the continuity of the activity envisaged in the Viability Plans.

(d) Analysis criteria applied in determining the scope of exclusion

The decision to exclude these suppliers from the scope of the Affected Debt is the result of an individualised analysis of the Group’s commercial relationships, in which the following factors, in particular, have been assessed:

(I) the technically specific or unique nature of the supply or service and the lack of equivalent alternatives in the short or medium term;

(II) the potential impact on operational continuity and compliance with the relevant Viability Plan of any interruption to the supply or service;

(III) the supplier’s importance within the Group’s value chain, in both qualitative and quantitative terms;

(IV) the risk of contract termination, suspension of supplies or the exercise of rights of retention that could arise from its inclusion within the scope of the Restructuring Plan; and

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(V) the realistic possibility of replacing the supplier within the timeframe of the relevant Viability Plan, taking into account deadlines, capacity constraints and associated costs.

(iii) Other excluded creditors with specific justification

The Parties have agreed to exclude certain additional claims from the Affected Debt, primarily on grounds of proportionality and efficiency, taking into account the aggregate volume of the debt subject to restructuring. In particular, the following are excluded: (i) in the case of Wallbox Chargers, trade or operating claims whose amount, whether recognised or contingent, does not exceed €20,000; and (ii) in the case of AR Electronics, trade or operating claims whose amount, whether recognised or contingent, does not exceed €10,000.

These claims represent a very limited fraction of the total volume of Affected Debt, such that the cost of their inclusion in the Restructuring Plan (in terms of administration, reporting, notifications and enforcement) would be disproportionate to the impact that their eventual restructuring would have on the overall outcome of the Restructuring Plan.

This exclusion does not alter the balance of the Restructuring Plan nor does it prejudice Affected Creditors of other Classes, and is intended to preserve the efficiency of implementation and the operational viability of the Debtors.

5.4 Majorities obtained

5.4.1 With regard to Wallbox Chargers and AR Electronics, this Restructuring Plan is based on the Restructuring Expert’s Report on these entities as going concerns, which employs standard business valuation methods to determine their value and thus verify whether any of the accepting Classes are wholly or partially ‘in the money’ (“in the money”) for the purposes of approving the Restructuring Plan in accordance with Article 639.2 of the TRLC.

5.4.2 As will be demonstrated in the Restructuring Expert’s Report, Class 2 of Wallbox Chargers and AR Electronics is in the money for the purposes of Article 639(2) TRLC, and the majority required for the approval of the Restructuring Plan has been achieved in that Class for each of the Debtors.

5.4.3 With regard to Wallbox USA, the Restructuring Plan has been approved by all Classes of claims relating to this Debtor, fulfilling the requirements set out in Article 638 of the TRLC; therefore, as far as this Debtor is concerned, this Restructuring Plan is of a consensual nature.

5.4.4 The approval of the Restructuring Plan has been put to a separate vote by the Affected Creditors of each of the Debtors, grouped by class of claim in accordance with paragraph5.2 above. The result of these votes, which will be detailed in the majority certificates issued by the Restructuring Expert and attached as Annex 9 (Certification by the Restructuring Expert on the Majorities Obtained) and whose anticipated effects are summarised below for each Debtor:

(i) Debtor: Wallbox Chargers

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Class	Approval pursuant to Article 629 TRLC
Class 1 – Senior debt	No
Class 2 – Ordinary financial liability	Yes
Class 3 – Ordinary non-financial liabilities (suppliers)	No
Class 4 – Subordinated financial liability	Yes
Class 5 – Intra-group subordinated liabilities	Yes

(ii) Debtor: AR Electronics.

Class	Approval pursuant to Article 629 of the TRLC
Class 1 – Senior debt	N/A
Class 2 – Ordinary financial liabilities	Yes
Class 3 – Ordinary non-financial liabilities (suppliers)	No
Class 4 – Subordinated financial liability	Yes
Lesson 5 – Intra-group subordinated debt	Yes

(iii) Debtor: Wallbox USA

Class	Approval pursuant to Section 629 TRLC
Class 1 – Senior debt	Yes
Class 2 – Ordinary financial liability	Yes
Class 3 – Ordinary non-financial liabilities (suppliers)	N/A
Class 4 – Subordinated financial liability	Yes
Class 5 – Intra-group subordinated liabilities	Yes

5.4.5 With regard to the Original Signatory Creditors, the Parties hereby confirm that they cast their vote in relation to their ICO-Affected Debt separately, such that they cast two (2) votes:

(i) one against the ICO Affected Debt, and

(ii) another for their remaining Affected Debt, in favour,

approving the Restructuring Plan solely in respect of the corresponding percentage of their Affected Debt that is not ICO Affected Debt.

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5.4.6 For the purposes of Article 667 TRLC and the provisions of Clause11 (Insolvency Protection), the Restructuring Expert’s certification regarding the sufficiency of the majorities, attached as Annex 9 (Certification by the Restructuring Expert on the Majorities Obtained) of this Restructuring Plan, also reflects that the Affected Debt represents more than 51% of the total liabilities of each of the Debtors.

5.5 Possible material errors

Should any material errors, calculation errors or clerical errors be detected in the determination of the amount of a claim included in the Affected Debt, or in the identification of the Affected Creditor or the Class to which it belongs, such errors may be corrected by means of a certification issued by the Restructuring Expert, which shall be attached to the (Breakdown of the Affected Debt) and shall be notified to the Affected Creditor and the other Parties.

Such correction shall not be deemed an amendment to the Restructuring Plan for the purposes of Article 655 TRLC, provided that it does not alter the majorities already obtained for the approval of the Restructuring Plan and does not substantially modify the economic treatment of the relevant class of claims.

6 Restructuring measures

6.1 Provision of new liquidity

The purpose of the Restructuring is, amongst other things, to provide new liquidity to the Group through a set of measures to be implemented, in stages, on or around the Signing Date and on the Effective Date (and, potentially, thereafter), as follows:

6.1.1 Liquidity measures payable on, or around, the Signing Date

(i) “Interim Financing”: the provision on this date of interim financing by Affected Creditors intended to ensure the full or partial continuity of the Debtors’ business operations.

(a) Interim Financing is provided through various bilateral debt instruments:

(I) of various types (including, but not limited to, loan agreements, credit facility agreements or factoring agreements);

(II) subject to the Framework Loan Agreement or the Framework Working Capital Agreement (depending on their nature);

(III) for a maximum aggregate amount of six million two hundred and fifty thousand euros (€6,250,000) and

(IV) secured by the New Guarantees, from the moment of their execution, irrespective of the fulfilment of the Conditions Precedent required for the effectiveness of the Restructuring of the Affected Debt.

(b) The Interim Financing is understood to be an advance on the New Money, without prejudice to the fact that the granting thereof depends on conditions beyond the control of the parties to the Interim Financing.

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(c) Consequently, should the remaining amount of the New Money be granted:

(i) the outstanding amount of the Interim Financing at any given time shall count towards the aggregate maximum limit of €12,500,000 provided for in the definition of New Money, and

(ii) the Interim Financing must be incorporated as the first tranche within the New Money itself or be refinanced and/or fully repaid upon the final disbursement of the New Money, all in accordance with the terms set out in the New Debt Instruments.

(d) It is expressly stated that the Interim Financing shall be considered “interim financing” in accordance with Article 665 of the TRLC and shall benefit from the New Guarantees.

(ii) “Bridge Loan”: the granting on this date by the Original Shareholders to Wallbox NV of a loan:

(a) expressly and irrevocably subordinated to the New Debt Instruments and the Affected Debt (except for Class 5 Affected Debt);

(b) for a maximum aggregate nominal amount of six million six hundred and forty-seven thousand fifty-eight euros and eighty-two cents (€6,647,058.82);

(c) intended as bridge financing until its capitalisation against the capital increase planned following the Effective Date in the context of the Restructuring Plan (see section 6.1.2(ii) below);

(d) accruing remuneration equivalent to:

(I) an issue discount (“OID”) of fifteen per cent (15%) on its maximum aggregate nominal value, such that the amount actually paid in cash by the Original Shareholders will amount to five million six hundred and fifty thousand euros (€5,650,000), and

(II) PIK interest at a rate of ten per cent (10%) per annum, capitalised in accordance with the terms set out in the relevant financing agreement; and

(e) payable in full simultaneously with the disbursement of the Interim Financing; and

(f) redeemable in advance upon the execution of the planned capital increase following the Effective Date in the context of the Restructuring Plan by offsetting against the Original Shareholders’ subscription obligations for newly issued Class A shares of Wallbox NV.

6.1.2 Liquidity measures payable on, or after, the Effective Date

(i) “New Money”: the potential provision of one or more debt instruments, which may be subject to the Master Loan Agreement and/or the Working Capital

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Facility Agreement, as applicable, for an aggregate outstanding principal amount not exceeding €12,500,000 (including, for these purposes, the Interim Financing), intended to provide new financing to the Group in implementation of the Restructuring Plan itself.

It is expressly noted that, if granted, the New Money will be regarded as “new financing” in accordance with Article 666 of the TRLC and will benefit from the New Guarantees from the very moment of its grant, irrespective of whether the Conditions Precedent required for the effectiveness of the Restructuring of the Affected Debt have been met.

Should the full amount of New Money ultimately not be granted, the Working Capital Framework Agreement and the Loan Framework Agreement provide for the adjustment of their financial terms (reduction of the applicable interest rate and deferral of payments of certain repayment instalments) to allow for financial savings equivalent to the amount of New Money not granted, as set out in the Working Capital Framework Agreement and the Loan Framework Agreement.

(ii) “Contributions”: means the contribution of equity capital to Wallbox NV in an aggregate cash amount of at least ten million six hundred and fifty thousand euros (€10,650,000) by the Original Shareholders, Mr Enric Asunción Escorsa and ICF (through Instruments Financers per a Empreses Innovadores, S.L. Unipersonal (IFEM)), structured as follows:

(a) a cash contribution by the Original Shareholders in the amount of five million six hundred and fifty thousand euros (€5,650,000), to be effected through the granting of the Bridge Loan and the subsequent settlement of Wallbox NV’s repayment obligations thereunder, for an amount equivalent to the total debt arising from the Bridge Loan in respect of principal (including the OID and PIK interest capitalised up to the date of disbursement of the capital increase) and interest, together with the subscription obligations of the Original Shareholders for newly issued Class A shares of Wallbox NV, in accordance with the terms and conditions set out in the relevant binding investment commitments entered into with the Original Shareholders and in the capital increase agreements executed as part of the Restructuring; and

(b) a cash contribution by ICF in the amount of five million euros (€5,000,000), which is to be effected through the subscription and payment in cash for newly issued Class A shares of Wallbox NV, in accordance with the terms and conditions set out in the relevant binding investment commitments and in the capital increase agreements to be executed as part of the Restructuring.

For the sake of clarity, the contribution to be made by the Original Shareholders described in section (a) above shall not entail the injection of additional liquidity into Wallbox NV at the time of the capital increase, as the Original Shareholders shall not make any contributions other than their claims arising from the Bridge Loan.

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To ensure that the new liquidity contributed to Wallbox NV is effectively used for the implementation of the Viability Plans within the scope covered by this Restructuring Plan, the Debtors and Wallbox NV shall implement the necessary contractual and corporate mechanisms to channel such liquidity from Wallbox NV to Wallbox Chargers and its subsidiaries, in each case in accordance with applicable regulations, the current financing documentation and the agreements to be formalised in implementation of this Restructuring Plan. To this end, Wallbox NV has undertaken to arrange the corresponding contributions, intra-group loans or other appropriate instruments to enable the funds derived from the Bridge Loan and/or the Contributions to be transferred to the level of the scope of the Debtors affected by the Restructuring Plan, as appropriate.

6.1.3 Possibility of Affected Creditors providing new liquidity

Pursuant to this Restructuring Plan, all Affected Creditors of Class 1 and Class 2 are granted the opportunity to participate in the Interim Financing and the New Money.

Notwithstanding the foregoing, and given that the Interim Financing is subscribed on this same date and must be disbursed and made fully available to satisfy the Funding Condition, only those Affected Creditors who, as at the Signing Date, have expressed their interest in participating in such Interim Financing may provide Interim Financing, without prejudice to any Affected Creditors being able, where applicable, to participate in the New Money on the terms set out in the Restructuring Plan, by sending an email to the Global Agent (addressed to: [***] ) expressing their interest in participating in said New Money prior to the Option Exercise Closing Date, and by signing the relevant documentation.

6.2 Restructuring of Class 1 Affected Debt (senior secured debt)

6.2.1 The Restructuring of Class 1 Affected Debt will be implemented through the novation, which is both amending and non-extinguishing, of such debt instruments pursuant to (and on the terms set out in) the Master Loan Agreement and the Master Working Capital Agreement, as appropriate to the nature of the underlying debt instrument.

6.2.2 Notwithstanding the foregoing, the principal terms of the Restructuring applicable to Class 1 Affected Debt are as follows:

(i) “Class 1 Standard Terms” (default option)

(a) By default, all Class 1 Affected Debt shall be subject to the “Class 1 Standard Terms” set out in the Master Loan Agreement and the Master Working Capital Agreement.

(b) The main terms and conditions of the Standard Class 1 Terms are as follows:

(I) Maintenance of the economic terms of the existing debt instruments.

(II) Maintenance of the security interests currently securing each Class 1 Affected Debt instrument (which are hereby expressly confirmed).

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(III) Application of the waiting period and the remaining terms and conditions of the Class 2 Standard Terms applicable to the Class 2 Affected Debt, including submission to the Master Loan Agreement or the Master Working Capital Agreement, as the case may be, but excluding:

(a) Those set out in paragraphs (I) and (II) above; and

(b) the conversion into loans of interest (or the relevant financial remuneration) accrued and unpaid as at this date.

(c) The Class 1 Standard Terms shall apply to all Class 1 Affected Creditors who have not expressly exercised the option to opt for the Class 1 Alternative Terms via the procedure set out in Clause6.7 ( Exercise of alternatives ).

(ii) “Class 1 Alternative Terms”

(a) As an alternative to the Standard Class 1 Terms, all Class 1 Affected Creditors may (voluntarily) elect to apply the “Alternative Terms” set out in the Master Loan Agreement and the Master Working Capital Agreement to their Class 1 Affected Debt.

(b) The main terms and conditions of the Class 1 Alternative Terms are as follows:

(I) Maintenance of the security interests currently securing each instrument of the Class 1 Affected Debt (which are hereby expressly confirmed).

(II) Application of the Alternative Terms (Working Capital) or the Alternative Terms (Loans), as appropriate to their nature, on the same economic terms and conditions set out in Clause6.3 ( Restructuring of Class 2 Affected Debt (ordinary financial liabilities) ) for the Class 2 Affected Debt.

For the sake of clarity, the Class 1 Alternative Terms are, in economic and timing terms, substantially identical to the Class 2 Alternative Terms applicable to the Class 2 Affected Debt (both referred to as “Alternative Terms” in the New Debt Instruments), with the sole difference being that, in the case of Class 1, the security interests currently securing the relevant debt instruments are expected to be maintained.

(c) The financial terms associated with the Class 1 Alternative Terms are less favourable than those provided for in the existing debt instruments. However, the Class 1 Alternative Terms shall only apply to those Class 1 Affected Creditors who, on a strictly voluntary basis and with the aim of promoting the viability of the Debtors following the Restructuring, have expressly opted for this arrangement.

(d) The election of the Class 1 Alternative Terms must be made in accordance with the procedure set out in Clause6.7 ( Exercise of alternatives ).

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6.2.3 For these purposes, it is assumed that the interest rate and other economic terms currently in force (and which will be maintained in accordance with the Standard Class 1 Terms), being higher than that associated with the New Debt Instruments (and, therefore, more favourable to the Affected Class 1 Creditors), exceed the market conditions reasonably expected for the Debtors following the Restructuring.

6.2.4 The Affected Class 1 Creditors retain or receive rights whose value, in the case of the Standard Class 1 Terms, is not less than the amount of their claims, such that the implementation of the Restructuring Plan and the Standard Class 1 Terms does not entail a reduction in the value of their pre-Restructuring rights compared to the value of their post-Restructuring rights (to which it should be added that such Affected Creditors receive the benefit of the New Guarantees).

6.2.5 Consequently, each Class 1 Affected Creditor is granted a post-Restructuring right with a financial value equivalent to that of their pre-Restructuring claim, unless they voluntarily and expressly opt for the Class 1 Alternative Terms and, therefore, for a financially less favourable arrangement for that Affected Creditor.

6.3 Restructuring of Class 2 Affected Debt (ordinary financial liabilities)

6.3.1 The Restructuring of Class 2 Affected Debt shall be implemented through the novation, which is modifying and not extinguishing, of such debt instruments pursuant to (and on the terms set out in) the Framework Loan Agreement and the Framework Working Capital Agreement , as appropriate to the nature of the underlying debt instrument.

6.3.2 Notwithstanding the foregoing, the principal terms of the Restructuring applicable to the Class 2 Affected Debt are as follows:

(i) “Class 2 Standard Terms” (default option)

(a) By default, all Class 2 Affected Debt shall be subject to the “Standard Terms” set out in the Master Loan Agreement and the Master Working Capital Agreement.

(b) The main terms and conditions of the Class 2 Standard Terms are as follows:

(I) capitalisation of interest (or applicable financial remuneration) accrued and unpaid as at this date in respect of Class 2 Encumbered Debt;

(II) a grace period until 31 December 2030;

(III) the extension of its maturity date until the end of the aforementioned grace period;

(IV) ordinary ‘bullet’ repayment at the end of the aforementioned grace period;

(V) the modification of the applicable interest rate or remuneration, provided that, in the case of debt instruments guaranteed by the ICO, this does not result in an increase in the interest rate or total financial remuneration compared to that previously in force;

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(VI) the standardisation of other terms and conditions (such as, for example, representations, obligations and events of default); and

(VII) the benefit of the New Guarantees and the personal guarantees provided by the Debtors and other Group companies,

all in accordance with the terms set out in the Framework Loan Agreement and the Working Capital Framework Agreement, as applicable.

(c) The Class 2 Standard Terms shall apply to all Class 2 Affected Creditors who have not expressly exercised the option to opt for the Class 2 Alternative Terms through the procedure set out in Clause6.7 (Exercise of alternatives).

(ii) “Alternative Class 2 Terms”

(a) As an alternative to the Standard Class 2 Terms, all Class 2 Affected Creditors may (voluntarily) elect to apply to their Class 2 Affected Debt the “Alternative Terms” set out in the Master Loan Agreement or the Working Capital Master Agreement.

(b) The main terms and conditions of the Class 2 Alternative Terms applicable to debt instruments of a “working capital” nature (the “Alternative Terms (Working Capital)”) are as follows:

(I) the maintenance of the availability of working capital facilities as committed lines, to continue financing the relevant Borrowers;

(II) the conversion into loans of (x) the amounts (or applicable remuneration) accrued and unpaid as at this date; and (z) part of the amounts drawn down against existing working capital debt instruments, which shall be treated as “Loans (Tranche B)” in accordance with the terms set out in the Master Loan Agreement;

(III) the extension of their maturity date to 31 December 2030;

(IV) the configuration of its ordinary amortisation or repayment schedule, in view of its nature as committed working capital financing;

(V) the modification of the applicable interest rate or remuneration, provided that, in the case of debt instruments guaranteed by the ICO, this does not entail an increase in the interest rate or total financial remuneration compared to that previously in force;

(VI) the non-application of late payment interest during the term of the Standstill Agreement;

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(VII) the standardisation of other terms and conditions (such as, for example, representations, obligations and events of default); and

(VIII) the benefit of the New Guarantees and the personal guarantees provided by the Debtors and other Group companies

all in accordance with the terms set out in the Working Capital Framework Agreement.

(c) The main terms and conditions of the Class 2 Alternative Terms applicable to debt instruments of a “loan” nature (the “Alternative Terms (Loans)”) are as follows:

(I) structuring such Affected Debt between “Loans (Tranche A)” and “Loans (Tranche B)”, in accordance with the “Minimum Tranche B Percentage” (as these terms are defined in the Loan Framework Agreement);

(II) the “conversion into loans” of interest accrued and unpaid as at this date;

(III) a grace period, which shall be (x) amortisable in the case of the Loans (Tranche A) and (z) bullet in the case of the Loans (Tranche B);

(IV) extension of their maturity date to 31 December 2030;

(V) ordinary repayment structure (x) via a repayment schedule in the case of the Loans (Tranche A); and (z) bullet repayment in the case of the Loans (Tranche B);

(VI) the modification of the interest rate or remuneration applicable to (x) the Loans (Tranche A), applying a variable interest rate payable in cash (except in certain circumstances); and (z) the Loans (Tranche B), applying a fixed interest rate payable in kind (PIK), provided that, in the case of debt instruments guaranteed by the ICO, this does not result in an increase in the interest rate or total financial remuneration compared with that previously in force;

(VII) the non-application of default interest during the term of the Standstill Agreement;

(VIII) the standardisation of other terms and conditions (such as, for example, representations, obligations and events of default); and

(IX) the benefit of the New Guarantees and the personal guarantees provided by the Debtors and other Group companies,

all in accordance with the terms set out in the Master Loan Agreement.

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(d) The selection of the Class 2 Alternative Terms must be made in accordance with the procedure set out in Clause6.7 (Exercise of alternatives).

6.3.3 For clarification purposes, a comparative table of the various alternatives available for Class 2 is included:

#	Class 2 Standard Terms	Alternative Terms<br><br>(Loans)
		Loans<br><br>(Tranche A)	Loans<br><br>(Tranche B)
Nature of debt	Debt comprising term loans and current liabilities.	Term debt only.
Form of commitment	By default.
Reference maturity date	31 December 2030.
Interest rate / remuneration	Variable (IBOR + 0.50%–3%)4		Fixed (7% per annum)
Interest payment	In cash, with quarterly payments.		Capitalised (PIK)
Application of late payment interest during the term of the Standstill Agreement	Yes
Maintenance of the availability of the working capital facility	No	N/A	N/A
Principal repayment	Bullet	According to the repayment schedule	Bullet
New Guarantees	Yes	Yes	Yes

All values are in Euros.

6.3.4 Consequently, the Standard Terms apply, in general, to all Class 2 Affected Debt, except in respect of the Affected Debt of the Secured Creditors who have voluntarily, expressly and irrevocably opted for the application of the Class 2 Alternative Terms in accordance with the mechanism provided for in this Restructuring Plan.

6.3.5 Application of payments

(i) With the aim of ensuring parity between creditors and instruments, Clause 17 (Payments) of the Master Loan Agreement and the Master Working Capital Agreement governs the terms and conditions applicable to the manner in which payments under the New Debt Instruments must be made and applied

---

4 The applicable margin will increase automatically in accordance with the mechanisms included in the New Debt Instruments, without the Debtor being able to opt for a specific margin within that range.

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(ii) The main terms and conditions of this provision are as follows:

(a) All payments of principal and/or interest (or applicable financial remuneration) received by the Affected Creditors subject to the Master Loan Agreement or the Master Working Capital Agreement shall be proportional to their respective share of the principal under the Affected Debt subject to those instruments (with the sole exceptions provided for in the Master Loan Agreement or the Master Working Capital Agreement).

(b) As a general rule, each Affected Creditor shall apply the amounts received in respect of principal against its Affected Debt subject, respectively, to the Master Loan Agreement or the Master Working Capital Agreement in proportion to the outstanding balance of each Affected Debt instrument that is liquid, due and payable on the date of application.

(c) Exceptionally, amounts received by way of early repayment shall be applied in the following order of priority:

(I) in relation to the Working Capital Framework Agreement: first, to its Working Capital Facilities (New Money); and second, to its Working Capital Facilities (Old Money), as these terms are defined in the Working Capital Framework Agreement; and

(II) in relation to the Loan Framework Agreement:

(x) first, to its Loans (New Money);

(y) second, to its Loans (Old Money), and within these, in the case of Lending Entities (Alternatives):

(1) first, to their Loans (Tranche A); and

(2) secondly, to its Loans (Standard Terms) and its Loans (Tranche B Terms) (except for Loan Agreements (Interest-Bearing Loans)), on a pro rata basis between them; and

(z) third, to its Loan Agreements (Interest-Bearing Loans),

as these terms are defined in the Master Loan Agreement;

all of them in proportion to the outstanding balance of the liquid, due and payable principal corresponding to the Encumbered Debt instruments on the date of application.

(d) Affected Creditors holding ICO Affected Debt may amend the aforementioned application rules to comply with their legal and contractual obligations towards the ICO.

6.3.6 Other common terms

(i) In addition to the foregoing, the Framework Loan Agreement and the Framework Working Capital Agreement shall establish, in a harmonised

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manner for all debt instruments subject to each of them, common terms relating, amongst other things, to:

(a) early repayment or cancellation (voluntary and mandatory);

(b) representations and warranties;

(c) disclosure obligations, obligations to act and obligations not to act;

(d) events of default;

(e) termination;

(f) assignment; and

(g) limitations applicable to all Affected Creditors subject to the Master Loan Agreement or the Master Working Capital Agreement, as applicable.

(ii) Without prejudice to the provisions of the preceding paragraphs, the Working Capital Framework Agreement shall provide for the proportional use of the various working capital facilities, with the aim of standardising, as far as possible, the exposure of each Affected Creditor in respect of such Affected Debt.

6.3.7 Without prejudice to the foregoing description, a signed copy of the Framework Loan Agreement and the Framework Working Capital Agreement is attached as Annex 10 (Copy of the New Debt Instruments).

6.4 Restructuring of Class 3 Affected Debt (ordinary non-financial liabilities)

6.4.1 The Restructuring of Class 3 Affected Debt is implemented pursuant to this Restructuring Plan through the application of:

(i) a payment schedule that is brought forward in relation to the repayment schedule envisaged for Class 2 Financial Creditors; and

(ii) the accrual of interest at market rates during the deferral period, in any event at least equivalent to the interest rate applicable by default to Class 2 Affected Debt subject to the Class 2 Standard Terms,

such that Class 3 claims are repaid in full through quarterly instalments until 30 June 2030, as opposed to the full payment at maturity (bullet) scheduled for 31 December 2030 in relation to the Affected Debt subject to the Standard Class 1 Conditions or the Standard Class 2 Conditions:

Payment date	Percentage of principal repayment on the Class 3 Affected Debt	Applicable interest rate
30 June 2026	0.0000%	3-month EUR + 0.50%
30 September 2026	0.3636%	EUR 3 million + 0.50%
31 December 2026	0.3636%	3-month EUR + 0.50%
31 March 2027	0.9091%	3-month EUR + 0.50%
30 June 2027	0.9091%	3-month EUR + 0.50%
30 September 2027	0.9091%	3-month EUR + 2.00%
31 December 2027	2.7273%	3-month EUR + 2.00%
31 March 2028	5.0000%	3-month EUR + 2.00%

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Payment date	Percentage of principal repayment on the Class 3 Affected Debt	Applicable interest rate
30 June 2028	5.0000%	3-month EUR + 2.00%
30 September 2028	7.7273%	3-month EUR + 2.00%
31 December 2028	7.7273%	3-month EUR + 2.00%
31 March 2029	6.8182%	3-month EUR + 3.00%
30 June 2029	6.8182%	3-month EUR + 3.00%
30 September 2029	6.8182%	3-month EUR + 3.00%
31 December 2029	10.4545%	3-month EUR + 3.00%
31 March 2030	27.7273%	3-month EUR + 3.00%
30 June 2030	9.7273%	EUR 3M + 3.00%

6.4.2 This specific repayment schedule is justified by the different nature and economic function of the Class 3 Affected Debt, as described in Clause5.2.5 , insofar as these are loans arising from day-to-day commercial transactions, typically associated with shorter collection cycles and, overall, lower amounts than those of the financial debt. For this reason, the Restructuring Plan adapts the repayment schedule for these claims to this economic reality, concentrating their settlement over a shorter time horizon, without altering the nominal amount of the claims or the form of payment in cash, whilst at the same time favouring the maintenance of the commercial relationships necessary for the implementation of the Viability Plans.

6.4.3 On this basis, the treatment of Class 3 Affected Debt is different but equivalent, in economic and financial terms, to that accorded to Class 2 Affected Debt, insofar as both Class 2 Financial Creditors and Class 3 Non-Financial Creditors:

(i) recover the full amount of their claims without any reduction, through cash payments;

(ii) benefit from the accrual of interest at market rates during the deferral period; and

(iii) the difference between the two classes is structured through a combination of timing and guarantees, such that Class 3 Non-Financial Creditors receive their claims within a comparatively shorter timeframe and are not granted New Guarantees, whilst Class 2 Financial Creditors accept a longer recovery horizon which is offset by the granting of the New Guarantees,

thus establishing two distinct but balanced and equivalent treatments that meet objective criteria.

6.5 Restructuring of Class 4 Affected Debt (subordinated financial liabilities)

With the aim of refinancing and restructuring the loans comprising the Class 4 Affected Debt, the Parties agree that said subordinated financial debt shall be subject to a regime of integration into the Loans (Tranche B), such that the accrued and unpaid amounts shall form part of the Loans (Tranche B) governed by the Framework Loan Agreement.

Such principal shall be subject to the economic and financial treatment generally provided for the Loans (Tranche B) and, in particular, to a system of repayment at maturity and accrual of interest in kind (payment-in-kind) as described above, whilst retaining, in all cases, a subordination ranking subordinate to that of the Affected Debt of Class 1, Class 2 and Class

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3, in accordance with the criteria for the distribution and application of payments described in the previous section ‘6.3.5 ’.

6.6 Restructuring of Class 5 Affected Debt (intra-group subordinated liability)

With the aim of refinancing and restructuring the loans comprising Class 5 Affected Debt, such debt is subordinated to the full repayment of the remaining Affected Debt and has a final maturity date later than the repayment schedule set out for the rest of the Affected Debt.

In particular, the Class 5 Affected Debt will be repaid in full in a single lump-sum payment (bullet) due on 31 December 2032, accruing until that date an annual interest rate of one per cent (1%) in the form of payment-in-kind, which will be capitalised periodically and added to the outstanding principal, with no cash payments of any kind (whether of principal or interest) generally permitted prior to such maturity.

For the sole purpose of complying with the provisions of Article 755 of the TRLC, the Class 5 Affected Debt of Wallbox USA comprises only those intra-group claims whose holders are also Secured Creditors vis-à-vis its parent company. Notwithstanding the foregoing, and in order to promote the viability of Wallbox USA, the intra-group creditors of Wallbox USA that do not have the status of common intra-group creditors (namely, Wallbox Chargers and Wallbox NV) have voluntarily agreed to submit, in relation to their claims against Wallbox USA, to the same restructuring terms and conditions set out in this Clause6.6 for the Class 5 Affected Debt.

6.7 Exercise of alternatives

6.7.1 Prior to the Option Exercise Closing Date, all Class 1 and/or Class 2 Affected Creditors may adhere to this Restructuring Plan and the other Restructuring Documents in accordance with Clause10.2 (Adherence Period) and may, on an optional basis, exercise their right to elect any of the following available conditions, as applicable, to Class 1 and/or Class 2 (the “Available Class 1 and 2 Conditions”):

(i) to elect the application to their Affected Debt of:

(a) the Class 1 Standard Terms or the Class 1 Alternative Terms, in the case of Class 1 Affected Creditors; or

(b) the Class 2 Standard Terms or the Class 2 Alternative Terms, in the case of Class 2 Affected Creditors; and

(ii) in the case of those Affected Creditors who have opted for the Class 1 Alternative Terms or the Class 2 Alternative Terms:

(a) to change the nature (term loan or working capital loan) of their Affected Debt instruments; and

(b) consequently, freely opt for the Alternative Terms (Term Loans) or the Alternative Terms (Working Capital).

For the sake of clarity, it is hereby noted that any Affected Creditor of Class 1 and/or Class 2 may opt for any of the Available Terms for Classes 1 and 2 to specify the effects to be applied to their Affected Debt, without this necessarily implying their vote in favour of or approval of the Restructuring Plan, nor their waiver of any rights in their capacity as a dissenting creditor, where applicable.

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An Affected Creditor who adheres to the Restructuring Plan for the sole purpose of expressly opting for any of the Available Conditions for Class 1 and Class 2 but without assuming the status of a Signatory Creditor must expressly state this in their Letter of Election.

6.7.2 The rights described in Clause6.7.1 may be exercised by Affected Creditors in accordance with the mechanism set out in Clause10.2 (Adherence Period).

6.7.3 In order to properly reflect in the Affected Debt instruments the options exercised by each Affected Creditor in accordance with the provisions of this Clause, the Debtors undertake to execute such public or private documents of novation, amendment, adaptation or, where applicable, clarification as may be necessary or appropriate, in accordance with the terms of the Restructuring Documents.

6.7.4 As at the date of execution of this Restructuring Plan, the Debtors and the Global Agent are already aware of the manner in which the Original Signatory Creditors (representing the majority of the Financial Creditors holding Affected Debt of Classes 1 and 2) have exercised or intend to exercise the rights described in Clause6.7.1 , including (i) the alternatives chosen, (ii) the nature (term loan or working capital loan) of the Affected Debt instruments to which they apply, and (iii) the resulting distribution and proportion of their choices amongst the various Affected Debt instruments and tranches provided for in the Restructuring Documents.

These choices have been expressly taken into account in the preparation of the Viability Plans.

Consequently, the exercise of the rights provided for in Clause6.7.1 by the remaining Affected Creditors of Class 1 and Class 2 other than the Original Signatory Creditors shall not substantially alter the liquidity and debt service projections set out in the Viability Plans, with the Group’s viability being maintained in all cases in accordance with the terms described therein.

6.7.5 It is expressly agreed that the Global Agent may update (or require the relevant parties, who must comply with such a request, to update) the information in any Restructuring Document for the purpose of correctly reflecting the choice of the Affected Creditors in accordance with this Clause.

6.8 Agreement between Creditors

Prior to the Effective Date, the Debtors, the Signatory Creditors and the Global Agent, amongst others, shall enter into an inter-creditor agreement (the “Inter-Creditor Agreement”) governing the relationships between the Affected Creditors in the context of the Restructuring, which shall form part of the Restructuring Documents and, in particular:

6.8.1 Enforcement of security: the rules applicable to the enforcement of the New Guarantee and any other security provided in the context of the Restructuring, including the order of priority in enforcement and the coordination mechanisms between Affected Creditors.

6.8.2 Distribution of proceeds: the rules governing the distribution and application of the amounts received by the Affected Creditors as a result of the enforcement of security interests or the realisation of the assets subject to such interests, both in the context of out-of-court proceedings and within the framework of any insolvency proceedings involving any of the Debtors.

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6.8.3 Authorisation of the Global Agent: the confirmation and extension of the authorisation granted to the Global Agent in Clause18 ( Global Agent ) of this Restructuring Plan, such that said authorisation is deemed to have been granted also by the Non-Signatory Creditors who are bound by the Creditors’ Agreement by virtue of the Order of Approval, on the same terms and with the same scope as the Signatory Creditors.

6.8.4 Any other matters that the Signatory Creditors agree to include in the Creditors’ Agreement, provided that they do not contradict the essential terms of this Restructuring Plan.

6.9 Operating Debtors

6.9.1 The Operating Debtors declare that:

(i) they maintain, vis-à-vis the relevant Affected Creditors, the obligations incumbent upon them by virtue of the debt instruments they have subscribed to as of this date, as well as the Working Capital Framework Agreement, subject to the terms and conditions thereof and of this Restructuring Plan, and

(ii) they consent to and accept that such instruments shall remain fully in force and effect, subject to the novations implemented pursuant to (and in accordance with the terms and conditions of) the Working Capital Framework Agreement, to the extent provided for in this Restructuring Plan.

7 Compliance with legal requirements for approval

This Restructuring Plan complies with all the legal requirements set out in Articles 638 and 639 of the TRLC for its approval, as detailed below.

7.1 Objective budget

As set out in Clause4 of this Restructuring Plan:

(i) Wallbox Chargers is currently insolvent;

(ii) AR Electronics is in a state of imminent insolvency; and

(iii) Wallbox USA Inc is facing imminent insolvency.

7.2 Viability

7.2.1 This Restructuring Plan is based on the business plan and financial projections set out in the Viability Plans, which are attached as Annex 8 (Viability Plans) and which contain detailed information regarding each of the Debtors.

7.2.2 In accordance with the operational and financial assumptions set out in the Viability Plans, this Restructuring Plan is consistent with a reasonable prospect of the Debtors’ business continuing in the short and medium term, on the terms and conditions described in the Viability Plans.

7.2.3 The Viability Plans include, amongst other aspects, an estimate of the debtors’ cash-generating capacity, the proposed schedule for servicing and repaying the Affected Debt, and an analysis of the main risks associated with the implementation of the Restructuring Plan, as well as the measures envisaged to mitigate them.

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7.2.4 In accordance with the provisions of the Viability Plans, the Restructuring covered by this Plan:

(i) resolves the insolvency situation of each of the Debtors by rescheduling their financial debt,

(ii) enables them to meet their payment obligations within the timeframe set out in the Viability Plans, by rescheduling debt servicing (principal and interest) until 2030, and

(iii) provides the Group with sufficient room for manoeuvre to implement its business plan.

7.3 Content requirements

7.3.1 Identity of the Debtors:

(i) Wall Box Chargers, S.L.U. is a Spanish single-member limited liability company, with its registered office at Paseo de la Castellana 95, 28th floor, Madrid (Spain) and its centre of main interests in Barcelona (Spain), and tax identification number (N.I.F.) B66542903. Its corporate purpose consists primarily of the design, manufacture and distribution of innovative and smart charging solutions for hybrid and electric vehicles, as well as the installation and maintenance of such chargers.

(ii) Wallbox USA Inc. is a company incorporated under the laws of the State of Delaware, United States of America, with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (United States of America), and Spanish tax identification number (N.I.F.) N02582841. Its corporate purpose consists of the development, manufacture, marketing and distribution of charging solutions for electric and plug-in hybrid vehicles, as well as the provision of associated services in the US market and other international markets.

(iii) AR Electronics Solutions, S.L.U. is a Spanish single-member limited liability company, with its registered office at Carrer del Foc 68, 08038 Barcelona (Spain), and tax identification number (N.I.F.) B66162413. Its corporate purpose includes, amongst other activities, the manufacture, marketing and assembly of electronic components, as well as construction, installation and maintenance, wholesale and retail trade, commercial distribution, import and export, and other related industrial, commercial and service activities.

(iv) Summary of relationships between debtors:

(a) Wallbox Chargers is the group’s main operating company and is responsible for the industrial and technological activities related to the design, manufacture and distribution of charging solutions. It is wholly owned by Wallbox NV, the group’s holding company.

(b) Wallbox USA carries out the Group’s business in the US market (and, where applicable, in other international markets), focusing on the marketing and distribution of these charging solutions and associated services.

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(c) AR Electronics is an operating company whose activity focuses on the marketing and assembly of electronic components, with a significant economic dependence on the Group’s companies, particularly Wallbox Chargers, to which it allocates a significant percentage of its sales.

7.3.2 Identity of the Restructuring Expert: Lexaudit Concursal, S.L.P., represented by [***].

The Restructuring Expert was appointed, at the request of the Debtors in accordance with Article 672.1.1 of the TRLC, by the Commercial Division of the Court of First Instance of Barcelona (Plaza No. 9) by order of 10 December 2025 (N.I.G. No. 0801947120258022024) and, in relation to Wallbox USA, by order dated 5 March 2026 (N.I.G. No. 0801947120258022024).

7.3.3 Description of the debtors’ financial situation, the situation of the employees, and the causes and extent of the debtors’ difficulties: We refer to the provisions of Clause4 ( Description of the debtors’ financial situation ) of this Restructuring Plan regarding the financial description of the debtors and the causes and extent of their difficulties.

As regards staff numbers, the Group currently employs around 600 people worldwide. Of these, approximately 443 are employees of the Debtors:

Company	Workforce
Wallbox Chargers	359
Wallbox USA	33
AR Electronics	51
Total	443

The Restructuring Plan does not provide for any measures that would affect the employment of the Debtors’ staff or their operations.

7.3.4 Debtor’s assets and liabilities at the time of formalising the plan: A breakdown of the Debtors’ assets and liabilities at the time of formalising the Restructuring Plan is included in Annex 12 (Assets and Liabilities) of the Restructuring Plan.

7.3.5 Creditors whose claims will be affected by the plan, the amount of their claims and interest, and the class to which they belong: We refer to the provisions of Clause5 ( Affected claims and classes of claims ) of this Restructuring Plan, which identifies, for each Debtor, the Affected Creditors, the amount of their claims and the corresponding class.

7.3.6 Contracts with reciprocal obligations pending performance which, where applicable, will be terminated under the plan: The Restructuring Plan does not provide for the termination of contracts with reciprocal obligations pending performance under Article 620 of the TRLC, nor for the inclusion of claims for compensation arising from such termination.

7.3.7 Nominal value of the Debtors’ shares:

As of today, the debtors’ share capital is broken down as shown in the following tables:

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Company	Share Capital	Nominal value per share
Wallbox Chargers	€269,780.50	€0.50
Wallbox USA	$5,000	$0.01
AR Electronics	€3,000	€1

One hundred per cent (100%) of the share capital of Wallbox Chargers is owned by Wallbox N.V., whilst one hundred per cent (100%) of the share capital of AR Electronics and Wallbox USA is owned by Wallbox Chargers.

7.3.8 Creditors not affected by the plan, listed individually or described by class, and the reasons for their non-affection: We refer to the provisions of Clause5.3 ( Non-Affected ) of this Restructuring Plan, which identifies, for each Debtor, the categories of claims not affected and the reasons for their non-affection.

7.3.9 Proposed operational restructuring measures, the duration, where applicable, of those measures and the plan’s estimated cash flows, as well as the financial restructuring measures relating to the debt, including, where applicable, the interim financing and the new financing provided for in the plan and, where applicable, the overall impact on employment:

We refer to the provisions of Clause5 ( Affected claims and classes of claims ) of this Restructuring Plan.

It is expressly noted that:

(i) The Restructuring Plan does not provide for any employment-related measures or changes; consequently, no information or consultation procedures have been carried out with the workers;

(ii) the Interim Financing shall be regarded as “interim financing” in accordance with Article 665 of the TRLC; and

(iii) the New Money shall be regarded as “new financing” in accordance with Article 666 of the TRLC.

7.3.10 Requirements relating to the impact on public debt: The Restructuring Plan does not affect any public debt, and therefore these requirements do not apply.

7.4 Notification of the Restructuring Plan to Affected Creditors

For the purposes of complying with Article 627 of the TRLC, it is hereby noted that the proposed Restructuring Plan was communicated to all Affected Creditors on 1 April 2026.

The individual notification sent to each of the Affected Creditors by electronic means with acknowledgement of receipt is included as Annex 13 ‘ ’ (Individual Notifications) of this Restructuring Plan.

Furthermore, a notice has been posted on the Group’s website (i.e. the domain https://investors.wallbox.com/) informing that the proposed Restructuring Plan has been sent individually to the Affected Creditors. This notice also states that should any Affected Creditor not have received the relevant notification or be unable to access the link provided, they may obtain the documents by contacting the company via email at the following address: restructuring@wallbox.com. It is also noted that Affected Creditors may consult the

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Restructuring Plan at the company’s registered office, located at Carrer del Foc 68, 08038 Barcelona, Spain.

It is expressly noted that, insofar as there are Affected Creditors subject to syndication agreements (as set out in the “Parties” section of this Restructuring Plan ), the notification provided for in this Clause has been carried out in accordance with the provisions of the agreement between creditors to which they are subject.

7.5 Formalisation of the Restructuring Plan in a public instrument

For the purposes of Article 634 of the TRLC, this Restructuring Plan is being notarised on the Date of Signing before the Notary Public in Madrid, [***].

As soon as possible after the Voting Deadline, the Restructuring Expert shall issue a certificate regarding the sufficiency of the majorities obtained for the approval of the Restructuring Plan, which shall be incorporated as Annex 9 (Certificate of the Restructuring Expert on the Majorities Obtained) of this Restructuring Plan.

This certification shall be prepared in accordance with Article 617.3 of the TRLC, taking into account, for these purposes, that claims denominated in foreign currency shall be converted into euros by applying the reference exchange rate of the euro against the relevant currency published by the European Central Bank on the date of this Restructuring Plan.

The Global Agent shall send said certification to the authorising Notary, by email, for its incorporation as Annex 9 (Certification by the Restructuring Expert on the Majorities Obtained) to this Restructuring Plan. Said email must be sent in accordance with Clause3.3.6 .

The Notary shall record in the notarial certificate that they have received the aforementioned email, specifying the date and time of receipt, and shall attach the Annex 9 (Certification by the Restructuring Expert on the Majorities Obtained), which shall be deemed, for all purposes, an integral part of this Restructuring Plan from the date of its notarisation.

7.6 Equal treatment of claims of the same Class

7.6.1 As is clear from Clause6 (Restructuring Measures) of this Restructuring Plan, all claims within the same Class are treated equally and, where there are different options for restructuring the Affected Debt, these are offered uniformly to all Affected Creditors in the relevant Class, who are free to choose any of them, thereby fulfilling the requirement of equal treatment within the class.

7.6.2 In particular, the Restructuring Plan grants all Affected Creditors in Class 1 and Class 2 the same right of choice to determine the nature and conditions of their Affected Debt, both in terms of choosing between the different alternatives for the economic and legal treatment of the Affected Debt provided for their Class, and in terms of configuring their exposure between current debt and long-term financial debt through the option described in section6.7.1 .

7.6.3 Consequently, any difference in the final outcome of the configuration of claims within the same Class is attributable exclusively to the individual choices made by each Affected Creditor from among the various alternatives offered uniformly to all of them, and not to any differential treatment between claims of the same Class, with equal treatment within the Class being maintained in all cases.

7.7 Approval of

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As set out in Clause5.4 ( Majorities obtained ) of this Restructuring Plan, the Restructuring Plan has been approved in accordance with the provisions of both Article 638 TRLC and, solely in relation to Wallbox Chargers and AR Electronics, Article 639.2 TRLC.

7.8 Non-application of Article 651 of the TRLC

The Parties state that, as at the date of approval of this Restructuring Plan, the factual circumstances set out in Article 651 TRLC do not apply, insofar as the Affected Creditors secured by the Security Interests are included in Classes that have validly approved the Restructuring Plan in accordance with Article 629 TRLC and, consequently, no Affected Creditor is in the situation described in that provision, namely having voted against the Plan within a Class in which the number of votes in favour was fewer than the number of dissenting votes.

In view of the foregoing, the Parties expressly acknowledge that the right to realise encumbered assets or rights provided for in Article 651 of the TRLC does not apply within the framework of this Restructuring Plan.

8 Extension of the effects of the Restructuring Plan to Non-Signatory Creditors

In the Application for Approval, the Debtors shall request the Court to order the extension of the effects to all Non-Signatory Creditors.

With regard to Non-Signatory Creditors, their consent to the novations modifying their Affected Debt, as well as to the creation, modification or cancellation of guarantees and to any other legal acts and transactions documented in the Restructuring Documents and necessary or appropriate for the full effectiveness and implementation of the Restructuring Plan, shall be deemed validly granted by virtue of the Order of Approval. For these purposes, the Approval Order shall, in particular, cover the power to grant, extend, amend, replace or cancel the New Guarantee (and any other security necessary for the Restructuring), substituting, by court order where applicable, the consent of any Non-Signatory Creditor in the event that they do not grant it, all of which shall be in accordance with the terms of the Approval Order and, consequently, the acts relating to the Restructuring shall be deemed to have been accepted and consented to in their entirety insofar as they affect their Affected Debt.

For the sake of clarity, the Non-Signatory Creditors shall be bound by the power of attorney conferred on the Global Agent in Clause18 ( Global Agent ) of this Restructuring Plan, on the same terms and to the same extent as the Signatory Creditors, expressly including the powers of representation for the signing and notarisation of the Restructuring Documents, the creation, amendment and cancellation of guarantees, and any other future actions necessary for the full implementation of the Restructuring. Such power of attorney shall also be deemed to have been granted by virtue of the Agreement between Creditors and the other Restructuring Documents providing for similar powers and authorisations.

9 Extension of the Restructuring Plan to the guarantees of the Group companies

9.1 Affected Guarantors

For the purposes of this Restructuring Plan, the guarantors referred to in Article 652.2 TRLC, the Group companies which, for each Debtor, are listed in the schedule entitled “List of Affected Guarantors and the Guarantees of the Affected Guarantors” included in the Annex 4 (Details of the Affected Debt) (the “Affected Guarantors”).

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9.2 Guarantees of the Affected Guarantors

Furthermore, the personal or real guarantees provided by the Affected Guarantors listed in that same schedule shall, for these purposes, with respect to the Affected Debt identified in the column “Secured Credit (row number in the Affected Debt table)” of said Annex, the “Guarantees of the Affected Guarantors ”, with said Guarantees of the Affected Guarantors being assigned to the same Class as the secured credit to which they relate.

9.3 Application for extension

9.3.1 In the Application for Approval, the Debtors shall include a request for the extension of effects to the Guarantees of the Affected Guarantors.

9.3.2 The extension provided for in this clause is necessary for the following reasons:

(i) the Group’s structure implies that the companies comprising it are operationally and financially interrelated in accordance with the organisation chart set out in Annex 1 (Organisation Chart), such that the viability of each of them depends, to a large extent, on the continuity of the Group as a whole.

(ii) if creditors were able to freely enforce the Guarantees of the Affected Guarantors without being bound by the restructuring measures set out in the Restructuring Plan, this would trigger a domino effect with the following consequences:

(a) the enforcement of the Affected Guarantors’ Guarantees would seriously jeopardise their assets and liquidity, potentially leading them into a state of current insolvency that would force them to file for their own insolvency proceedings;

(b) given that the Affected Guarantors form part of the same Group and maintain essential commercial, operational and financial relationships with the Debtors, their insolvency would have a direct and immediate impact on the viability of the Debtors;

(c) the loss of operational capacity of the Affected Guarantors, the disruption of the Group’s internal supply chain, and the triggering of cross-default clauses in other financing agreements would likewise cause the Debtors themselves to become insolvent; and

(d) the insolvency of the Affected Guarantors would render the fulfilment of the Viability Plans unfeasible and, consequently, that of the Restructuring Plan itself.

9.3.3 For all the foregoing reasons, the extension of the effects of the Restructuring Plans to the Guarantees of the Affected Guarantors is necessary, proportionate and in accordance with Article 652.2 of the TRLC, as it is essential to prevent the Group’s cascading insolvency and to ensure compliance with the Viability Plans.

9.3.4 Wallbox Chargers, Wallbox NV, Wallbox UK, AR Electronics and Wallbox USA, in their capacity as Affected Guarantors, expressly accept the content of this Clause and consent to the extension of effects to the Guarantees of the Affected Guarantors on the terms set out in this Restructuring Plan.

9.3.5 Likewise, the Original Guarantors intervene for the purpose of expressly ratifying the first-demand guarantee incorporated in the Working Capital Framework Agreement

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and the Loan Framework Agreement, declaring that said guarantee shall continue to be fully valid and enforceable, to the extent of and subject to the terms and conditions set out in the relevant Restructuring Documents and in this Restructuring Plan.

10 Vote on the proposed Restructuring Plan and acceptance by Affected Creditors

10.1 Voting Period for the Restructuring Plan

10.1.1 Any Affected Creditor may vote in favour of or against the proposed Restructuring Plan received on 1 April 2026.

10.1.2 Should they wish to exercise their right to vote (either in favour of or against the proposed Restructuring Plan), any Affected Creditor may do so at the Notary’s offices until 13:00 (CET) on the Signing Date (the “ Voting Deadline”), by:

(i) signing this Restructuring Plan in a public deed before the Notary; or

(ii) signing, before the Notary, in a public instrument, a Letter of Election, with this being recorded in the public deed of formalisation of the Restructuring Plan by means of the appropriate notarial entry.

In any event, a vote in favour of the Restructuring Plan shall imply the Affected Creditor’s acceptance of the terms of the Restructuring Plan and of all the Restructuring Documents to which they are to be a party.

10.1.3 The Parties expressly instruct the Notary to forward to the Restructuring Expert, as soon as possible after the Voting Deadline and as soon as the Funding Condition is met, a copy of the deed of formalisation of this Restructuring Plan, together with any information necessary for the Expert to prepare the relevant certificate of majorities referred to in Clause7.5 (Formalisation of the Restructuring Plan in a public instrument).

10.2 Adhesion Period

10.2.1 Furthermore, from the Signing Date until 23:59 on 17 April 2026 (the “Option Exercise Closing Date”), Affected Creditors other than the Original Signatory Creditors may:

(i) adhere to the Restructuring Plan and the other Restructuring Documents, unconditionally and irrevocably, by sending to the Global Agent a Letter of Election duly completed and notarised before a Spanish notary and

(ii) exercise, on an optional basis, their right to choose any of the Available Conditions Classes 1 and 2 in accordance with Clause6.7 (Exercise of alternatives).

10.2.2 Affected Creditors who adhere to the Restructuring Plan and the other Restructuring Documents in accordance with the provisions of this Clause must state whether they are adhering:

(i) solely for the purpose of electing any of the Available Conditions Classes 1 and 2 to specify the effects to be applied to their Affected Debt (without assuming the status of a Signatory Creditor); or

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(ii) also for the purposes of approving the Restructuring Plan and being considered Signatory Creditors in relation to the Affected Debt for which they have expressed their approval of the Restructuring Plan.

10.3 Commitments to formalise and amend bilateral contracts

10.3.1 Affected Creditors who vote in favour of the Restructuring Plan (and, therefore, have acceded to it and the other Restructuring Documents) shall carry out the actions and formalities (including, without limitation, the execution of any public or private documents of novation and/or ratification) which, where applicable, may be necessary or expedient to confirm their support and ratify the Restructuring Plan and the other Restructuring Documents.

10.3.2 Furthermore, the Parties acknowledge the right of the Affected Creditors (expressly including, but not limited to, holders of ICO Affected Debt) to request from the Debtors (who hereby undertake to comply with such request) the formalisation of the necessary novations of their Affected Debt within five (5) Business Days from receipt of the relevant request.

10.3.3 The Parties expressly state their intention that the terms of the Affected Debt documents (including, without limitation, the ICO Affected Debt) shall not alter the provisions set out herein (even if such documents are novated after this Restructuring Plan). In the event of any discrepancy between the provisions of those documents and this Restructuring Plan, the latter shall prevail.

11 Insolvency protection

11.1.1 As can be seen from the Restructuring Expert’s certification regarding the adequacy of the majorities, attached as Annex 9 (Restructuring Expert’s Certification on the Majorities Obtained) to this Restructuring Plan, the Affected Debt represents more than 51% of the total liabilities of each of the Debtors .

11.1.2 Consequently, in the Application for Approval, a declaration of protection against potential actions to set aside the acts, transactions and deals carried out in implementation of the Restructuring Plan will be sought, in accordance with Article 667.1 of the Commercial Code. In particular, but without limitation, this declaration will be sought in relation to:

(i) the Restructuring Documents (including, in particular but without limitation, the New Guarantees and the ratification and extension of the existing guarantees of the Affected Debt);

(ii) the novation, amortisation and/or cancellation of the Affected Debt carried out in accordance with the terms of this Restructuring Plan;

(iii) the creation of new security interests and personal guarantees, as well as the extension, replacement and/or cancellation of Personal Guarantees and Security Interests, carried out in accordance with the terms of this Restructuring Plan and the other Restructuring Documents;

(iv) the payment of the fees of the Restructuring Expert and of the advisers and brokers involved in the negotiation and drafting of the Restructuring Plan, as well as in the transactions carried out pursuant thereto.

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11.1.3 Furthermore, the Application for Approval shall expressly request that the Interim Financing and the New Funding, insofar as the “interim financing” and the “new financing” granted under this Restructuring Plan (in accordance with Articles 665 and 666 of the TRLC, respectively), enjoy the effects provided for in Articles 242.1.17 and 280.6 of the TRLC, so that, in the event of any subsequent insolvency proceedings against the Debtors, the following preferential treatment in insolvency proceedings is recognised:

(i) fifty per cent of the amount as a claim against the estate; and

(ii) the remaining fifty per cent as a claim with general priority.

The Application for Approval shall include said request with express reference to the fact that the New Money has not been granted (nor is it committed) as of this date, and its grant is conditional upon the fulfilment of conditions that do not depend on the Debtors or the Affected Creditors.

12 Application for Approval

12.1.1 The Debtors undertake to the Signatory Creditors to file the Application for Approval of the Restructuring Plan with the competent court as soon as possible after the Voting Deadline and, in any event, no later than the Business Day following the date on which the Funding Condition is met.

12.1.2 The Application for Approval must:

(i) Be drafted in the terms agreed between the Debtors and the Majority of Signatory Creditors prior to the signing of this Restructuring Plan and shall incorporate the majority certifications issued by the Restructuring Expert referred to in Clause7.5 ( Formalisation of the Restructuring Plan in a public ).

(ii) Include an express request to the Court that:

(a) the purposes of this Restructuring Plan, and in particular, but without limitation:

(i) the measures provided for in Clause6 (Restructuring Measures); and

(ii) the terms and conditions set out in the Framework Loan Agreement, the Working Capital Framework Agreement, the Agreement between Creditors and the other Restructuring Documents (which form an integral part of this Restructuring Plan),

apply to and extend to the entirety of the Affected Debt and to all Affected Creditors, expressly including Non-Signatory Creditors and those who do not vote in favour of or do not adhere to this Restructuring Plan in accordance with Article 635.1 TRLC;

(b) agree to the terms set out in Clause8 (Extension of the Effects of the Restructuring Plan to Non-Signatory Creditors) relating to the provision of consent by Non-Signatory Creditors;

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(c) agree to the extension of the effects of the Restructuring Plan, in all its terms and without limitation, to the Guarantees of the Affected Guarantors, so that such guarantees are subject to the same legal regime, conditions and effects as apply to the class of Affected Debt they secure, in accordance with Article 652.2 TRLC; and

(d) the acts, transactions and dealings carried out within the framework of this Restructuring Plan (including, without limitation, the granting of new financing, novations and new terms of the Affected Debt, and the provision of the New Guarantees) are protected against any potential rescission actions, in accordance with the provisions of Article 667.1 TRLC, expressly including the terms described in Clause11 (Insolvency Protection) above.

12.1.3 Subject to the issuance and terms of the Order of Approval:

(i) the extension of the effects of this Restructuring Plan to Non-Signatory Creditors and to the Guarantees of the Affected Guarantors shall apply automatically from the Effective Date;

(ii) the Affected Debt of the Non-Signatory Creditors and the Guarantees of the Affected Guarantors shall automatically be subject to and bound by the terms and conditions set out in this Restructuring Plan from the Effective Date, without the need for any further action on their part or the execution of any document other than those arising from the implementation of the Restructuring Plan itself; and

(iii) it shall not be necessary for any Affected Creditor (expressly including Non-Signatory Creditors), nor any beneficiary of Guarantees from the Affected Guarantors, to sign any document or take any action in relation to the Restructuring.

Notwithstanding the foregoing, such creditors may notify the Global Agent of their intention to sign the documents or take the actions arising from this Restructuring Plan together with the other Affected Creditors, and always in accordance with the terms set out in the applicable Restructuring Documents in each case.

13 General limitations

13.1 Compliance with applicable regulations

Nothing contained in this Restructuring Plan:

13.1.1 shall not require any of the Parties or any member of the Group, nor their respective directors, officers or employees, to perform or refrain from performing any act, where this would entail a breach of any legal or regulatory requirement or any ruling or order issued by a court, tribunal or competent public or regulatory body, provided that such circumstance is beyond the reasonable control of the Party or person concerned and cannot be avoided or resolved by taking reasonable measures;

13.1.2 shall not prevent, nor shall it be intended to prevent, any director or officer of any of the Debtors or of another member of the Group from commencing insolvency proceedings or taking any other legally required action if, acting diligently and with

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appropriate legal advice, they reasonably consider that they are obliged to do so under applicable law or their fiduciary duties, provided that such entity notifies the Signatory Creditors without delay to the extent that this is practicable and legally possible;

13.1.3 shall not prevent, nor be intended to prevent, either Party or any of its directors or officers from complying with applicable securities market regulations (including, where applicable, the regulations of the New York Stock Exchange and the Securities and Exchange Commission) or any legal, regulatory or fiduciary obligations applicable to them;

13.1.4 shall not require any of the Parties or any member of the Group to take or refrain from taking any particular course of action if, in accordance with the legal advice received, such action would reasonably be likely to give rise to personal liability or administrative or criminal sanctions for any of its directors or officers on the grounds of a breach of their legal or fiduciary duties or obligations;

13.1.5 shall not require either Party to bear any costs or expenses other than those to which it has expressly committed in this Restructuring Plan or in the Restructuring Documents;

13.1.6 require any of the Signatory Creditors to provide new financing, increase or renew existing financing, or make additional financing (whether in the form of debt or equity) available to the Debtors or any other member of the Group, except to the extent expressly provided for in this Restructuring Plan or in the Restructuring Documents; nor

13.1.7 shall not require any of the Signatory Creditors to sign a Restructuring Document whose content is not reasonably consistent, in all material respects, with the provisions of this Restructuring Plan and with the term sheets or key terms documents which, where applicable, were used as the basis for its negotiation.

All of the foregoing is without prejudice to the consequences provided for (and the possibility for the Affected Creditors to exercise their respective rights and remedies in) any of such circumstances in accordance with the provisions of this Restructuring Plan and the other Restructuring Documents.

13.2 Duty to provide information in the event of inability to comply

13.2.1 Where a Party anticipates that it will be unable to take, or that it is reasonably likely that it will not take, or that it will refrain from taking, any action which, were it not for the provisions of Clause13.1 , would have been necessary for the implementation of the Restructuring Plan, that Party shall notify the other Parties as soon as it has reasonable knowledge of this.

13.2.2 In such a notification, the affected party must set out in reasonable detail the circumstances which, in its view, prevent the action from being taken because it would breach a legal, regulatory or fiduciary obligation, without this implying an obligation to disclose information subject to professional secrecy, solicitor-client privilege or any other form of legally protected confidentiality.

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14 Breach of the Restructuring Plan

14.1 The following circumstances shall constitute grounds for termination of this Restructuring Plan for the purposes of Article 671 of the TRLC:

14.1.1 If the Application for Approval is not accepted for processing.

14.1.2 If, prior to the Deadline:

(i) The judicial approval of this Restructuring Plan has been refused or has not been granted in accordance with the Application for Approval; or

(ii) The Order of Approval has not been issued.

14.1.3 If a judgment is handed down (in whole or in part) in favour of a challenge to the Order of Approval which:

(i) renders this Restructuring Plan ineffective; or

(ii) this would result in the effects of this Restructuring Plan not being extended to creditors whose financial claims account for more than 5% of the liabilities covered by the Restructuring Plan.

14.1.4 If none of the circumstances set out in Clause 3.5 (Actions prior to, concurrent with or subsequent to the Effective Date) occur within the timeframes specified therein.

14.1.5 If any Group company were to transfer, lend, grant or otherwise provide any financing, sum, guarantee, asset, right or otherwise provide financial assistance to ABL GmbH.

14.1.6 If any of the following circumstances were to arise:

(i) The non-payment of any amount owed by the Debtors under the New Debt Instruments or the Restructuring Documents, in accordance with their respective terms and conditions.

(ii) The early termination or cancellation of any New Debt Instrument.

(iii) The invalidity, ineffectiveness, loss of priority, impairment or unenforceability of any of the security interests or personal guarantees created (or to be created) under or in connection with any of the Restructuring Documents (expressly including the New Guarantees).

14.2 Should any of the circumstances set out in paragraph14.1 above arise, the Majority of Signatory Creditors may:

14.2.1 declare the Restructuring Plan terminated due to default (in accordance with Article 671 of the TRLC) and

14.2.2 exercise the relevant rights under the New Debt Instruments and the remaining Restructuring Documents, in accordance with the terms set out in those documents, including, in particular, the following:

(i) the cancellation of all working capital facilities (of any type) comprising the Affected Debt and the New Money, with no further amounts being available under such instruments;

(ii) the early maturity (and immediate accrual of all amounts due thereunder) of all the Affected Debt and the New Money; and

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(iii) the possibility of enforcing the security interests and personal guarantees (or any other protection or agreement) created or granted under or in connection with any of the Restructuring Documents.

14.3 The Parties expressly agree that the termination of the Restructuring Plan in accordance with the provisions of this Clause14 :

14.3.1 shall entail the cessation of the novation effects of the Affected Debt; although

14.3.2 it shall in no way affect the validity and enforceability of the New Guarantees or the Court’s Approval and its effects (in particular, but without limitation, the protection of the Interim Financing and the New Money).

15 Partial invalidity

15.1 Validity of the remaining provisions

Should any provision of this Restructuring Plan be declared null and void, invalid or unenforceable by a final decision of a competent court or tribunal or by the relevant administrative authority, this shall not affect the validity, enforceability or effectiveness of the remaining provisions, which shall remain in full force and effect to the extent that they can stand on their own without the affected provision, unless the clause or provision declared null and void, in r invalid or ineffective is essential to the legal or economic structure of the Restructuring Plan.

15.2 Replacement of void clauses

In the event provided for in Clause15.1 (Validity of the remaining provisions), the Parties undertake to negotiate in good faith to replace the clause or provision concerned, or the part thereof that is void, invalid or ineffective, with another that is valid and effective and which, as far as possible, produces legal and economic effects equivalent to those intended by the original clause.

16 Extension of the Standstill Agreement

16.1.1 The Signatory Creditors party to the Standstill Agreement agree to extend, for the benefit of the Debtors (as that term is defined in the Standstill Agreement), paragraph (c) of the definition of “Termination Date” contained in Clause 1.1 of the Standstill Agreement until the earlier of the following dates:

(i) the Effective Date;

(ii) the date on which a court order is issued rejecting the Application for Approval or otherwise refusing court approval of this Restructuring Plan; or

(iii) the Cut-off Time,

on the terms and to the extent set out in the Standstill Agreement and in this Restructuring Plan.

Upon the occurrence of any of the aforementioned dates, the “Termination Date” of the Standstill Agreement shall be deemed to have occurred, and the Standstill Agreement shall cease to have effect in accordance with its own terms.

16.1.2 The Debtors expressly accept (and declare that the other Debtors (as that term is defined in the Standstill Agreement) accept) this extension.

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17 Representative of the Debtors

Each of the Debtors irrevocably authorises, empowers and instructs Wallbox Chargers to sign, send and receive, as its agent, all documents and notices that a Debtor is required to sign, send and receive under the Restructuring Documents, and confirms that it shall be bound by any action taken by Wallbox Chargers pursuant to the Restructuring Documents in relation thereto.

18 Global Agent

18.1.1 The Debtors and the Signatory Creditors have appointed the Global Agent as agent for the Restructuring (and the Global Agent accepts such appointment) and, in that capacity, has been and shall be responsible, amongst other duties, for:

(i) receiving, managing and processing any documents relating to the implementation of the Restructuring, including any debt information documents, proof of debt freeze, proof of voting process freeze, relevant annex or form of information on holdings relating to the Affected Creditors and, where applicable, the delivery of such documents to the Debtors, the Restructuring Expert and/or the Notary involved for their incorporation into this Restructuring Plan by means of a notarial certificate or notarial act;

(ii) calculate the liabilities held by the Affected Creditors (broken down by Class of Affected Debt) and the percentages that such Affected Claims represent of the total Affected Debt;

(iii) calculate the liabilities held by the Affected Creditors to determine whether the majorities required under the Restructuring Documents have been achieved; and

(iv) to prepare and update, in coordination with the Debtors, the model for the allocation of economic rights and, where applicable, debt and/or equity instruments that may be allocated to the Affected Creditors in accordance with the measures set out in Clause6 (Restructuring Measures).

18.1.2 In the absence of manifest error, the Global Agent’s decision regarding the reconciliations, verifications and calculations carried out in accordance with this Restructuring Plan shall be final and may not be challenged by any of the Parties.

18.1.3 Each Signatory Creditor, in that capacity and, where applicable, as a member of any syndicate, pool or group of creditors, unconditionally and irrevocably waives and releases any claim that may arise against the Global Agent after the date of this Restructuring Plan (except in the case of wilful misconduct, fraud or gross negligence), in each case, in connection with the Global Agent’s performance of its duties in relation to the Restructuring and this Restructuring Plan.

18.1.4 The Global Agent shall provide any Affected Creditor who reasonably requests it with information relating to the aforementioned reconciliations, verifications and calculations that such person may reasonably require for the purposes of assessing and verifying such reconciliations, verifications and calculations.

18.1.5 Each of the Signatory Creditors hereby expressly, irrevocably and unconditionally grants the Global Agent the broadest powers of representation to, on behalf of and for the account of each of them, and acting, where applicable, with multiple

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representation, self-dealing and in situations of potential conflict of interest, and with the power of substitution or sub-delegation to the extent permitted by applicable law:

(i) to sign and deliver, and to have notarised where required, to take all necessary measures and to fulfil the Global Agent’s obligations under each of the Restructuring Documents and any supplementary documents to which the Global Agent is a party, for the purposes of implementing the Restructuring in accordance with the provisions of this Restructuring Plan;

(ii) to prepare, negotiate, agree, sign, amend, ratify, novate, supplement, clarify, rectify, remedy, reorder and, where appropriate, cancel any Restructuring Documents and supplementary documents that may be necessary or expedient for the full effectiveness of this Restructuring Plan and the measures contemplated therein; and

(iii) execute, in accordance with the terms set out in this Restructuring Plan, such public or private documents as may be necessary or expedient for the implementation of the Restructuring, including, in particular, any documents confirming compliance with the Conditions Precedent and the New Guarantees, as well as any other deed of formalisation, execution, rectification, correction or clarification relating to such instruments.

18.1.6 The Global Agent is a party to this Restructuring Plan solely for the purpose of receiving the instructions set out herein, and the functions it performs pursuant thereto are of an essentially mechanical and administrative nature, without assuming any obligation to provide legal, financial or tax advice to the Parties.

18.1.7 The Global Agent shall immediately forward to the recipient Party the original or a copy of any documents (other than standard voting forms, debt information forms or shareholding information forms which are centralised for the purposes of calculating majorities) which any Party delivers to the Global Agent for forwarding to said recipient Party.

18.1.8 The Global Agent shall not take any action in relation to any Restructuring Document or ancillary document that is materially inconsistent with this Restructuring Plan (including its annexes) considered as a whole, and shall be entitled to take no action in the event of any uncertainty or conflict, in which case it shall seek instructions from the Signatory Creditors or, where applicable, the Affected Creditors whose instructions are relevant in accordance with this Restructuring Plan.

18.1.9 By voting in favour of this Restructuring Plan or by acceding to it with the intention of being regarded as a Signatory Creditor in accordance with Clause10 ( Vote on the proposed Restructuring Plan and accession by Affected Creditors ) each Signatory Creditor:

(i) expressly consents and irrevocably and unconditionally instructs the Global Agent to, acting on behalf of and in the name of said Signatory Creditor, carry out all the actions provided for in this Clause18 (Global Agent) and, in general, whatever may be necessary or expedient for the full implementation of the Restructuring, the execution of the Restructuring Documents, the supplementary documents and any documents confirming compliance with the Conditions Precedent;

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(ii) releases, to the extent permitted by applicable law, the Global Agent from any restrictions relating to multiple representation and self-dealing, as well as from potential conflicts of interest arising from such situations, which may generally apply, to the extent necessary for the proper exercise of the powers conferred in this Restructuring Plan; and

(iii) undertakes, at the first request of the Global Agent, to ratify and confirm any actions taken by the Global Agent (or any of its substitutes or sub-agents) in the legitimate and proper exercise of the powers conferred under this Restructuring Plan, including, in particular, legal acts and transactions documented in any documents confirming compliance with the Conditions Precedent.

18.1.10 Notwithstanding the foregoing, any Signatory Creditor which, in accordance with its articles of association, internal regulations or applicable legislation, is unable to validly grant any of the powers, exemptions or waivers provided for in this Clause18 (Global Agent), shall notify the Global Agent and, upon the latter’s written request:

(i) appear and act jointly with the Global Agent to the extent that the Global Agent reasonably determines is necessary for the proper implementation of the Restructuring and the exercise of the rights and powers conferred on the Global Agent under this Restructuring Plan; or

(ii) grant, to the extent legally possible, a special power of attorney in favour of the Global Agent or a third party designated by the Global Agent so that the latter may carry out such acts, including, in particular, the Restricted Acts defined in the following section.

18.1.11 For the purposes of this Restructuring Plan, “Restricted Actions” shall be deemed to be all those actions which, in accordance with the regulations applicable to a specific Signatory Creditor, may be restricted or subject to conditions due to conflicts of interest, multiple representation or self-dealing, including, by way of example and without limitation:

(i) appearing before a notary on behalf of and in the name of said Signatory Creditor to have this Restructuring Plan notarised, any documents confirming compliance with the Conditions Precedent or any other Restructuring Documents or supplementary documents (or their amendments, novations, clarifications, corrections or rectifications), where the Global Agent acts simultaneously on behalf of the Debtors and/or other creditors;

(ii) the creation, modification, extension, distribution, reorganisation, consolidation, substitution, enforcement or cancellation of security interests or personal guarantees in favour of said Signatory Creditor, where the Global Agent also acts on behalf of other secured creditors or the guarantors themselves; and

(iii) in general, the execution of any deed, policy or other notarial or private document in which the Global Agent is required to act, in relation to such Signatory Creditor, in a situation of potential self-dealing or representation of conflicting interests.

18.1.12 Notwithstanding the foregoing, the appointment of the Global Agent by those entities that have notified it of this prior to the Signing Date (including BBVA), as a Signatory

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Creditor on the date of approval of this Restructuring Plan, expressly excludes the Global Agent’s authority to carry out the Restricted Actions on behalf of and in the name of those entities. However, whilst any of those entities retains the status of Affected Creditor or Signatory Creditor:

(i) it undertakes, to the extent legally possible, to act jointly with the Global Agent in those Restricted Actions where its direct involvement is necessary for the implementation of this Restructuring Plan, the execution of the Restructuring Documents, the supplementary documents or any documents confirming compliance with the Conditions Precedent, or, where applicable, to grant the necessary powers of attorney to the Global Agent or to a third party designated by the Global Agent so that the latter may carry out such restricted action; and

(ii) undertakes to observe and act, or refrain from acting, in accordance with any decisions adopted by the majorities of creditors provided for in this Restructuring Plan in relation to such Restricted Actions.

In particular, and without prejudice to the foregoing, the Global Agent’s functions in respect of such entities shall be exclusively administrative and coordinative in nature; consequently, the Global Agent may not act on behalf of or in the name of such entities in relation to acts involving the disposal, modification, waiver or enforcement of rights arising from this Restructuring Plan or the other Restructuring Documents, unless the entity in question has given its prior and express consent.

18.1.13 Under no circumstances shall the Debtors be obliged to bear or defray any additional costs or expenses that the Global Agent or the Signatory Creditors may incur in connection with the Restricted Actions, including those arising from the grant of special powers of attorney in favour of the Global Agent.

19 Confidentiality

19.1 General restrictions on disclosure

Subject to Clause19.2 and the terms of any confidentiality agreement between any member of the Group and any other Party, no Party shall disclose to any person:

19.1.1 the contents of this Restructuring Plan; or

19.1.2 any Confidential Information.

19.2 Excluded Information

The restrictions imposed by Clause19.1 (General Restrictions on Disclosure) shall not apply in respect of any information:

19.2.1 which is or becomes in the future in the public domain, except where this is the result of a breach of the said duty of confidentiality; or

19.2.2 which has been lawfully obtained by the receiving party from a person who, to the best of the receiving party’s knowledge and after making reasonable enquiries, is not a Party (other than any member of the Group) and who, to the best of the receiving party’s knowledge and after making reasonable enquiries, has not breached any confidentiality agreement in respect of such information.

19.3 Permitted disclosure

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A Party may disclose the contents of this Restructuring Plan and/or any Confidential Information:

19.3.1 to any potential assignee or sub-participant, provided that the relevant confidentiality agreement is entered into on terms similar to those set out in this Clause19 ( Confidentiality ), and provided that both the assignor and the assignee strictly comply with applicable US capital markets legislation;

19.3.2 to the subsidiaries, directors, board members, employees, contractors and professional advisers of the disclosing party for the purpose of discussing, negotiating, preparing, executing, implementing or completing the transactions contemplated in the Restructuring and in this Agreement;

19.3.3 the auditors of the disclosing party;

19.3.4 any person who is required or requested to disclose information by any government, banking, tax or other regulatory authority or similar body, the rules of the relevant stock exchange, or in accordance with any applicable law or regulation, or by a court of law;

19.3.5 to a court or authority in the course of proceedings, investigations or disputes before such court or authority to which the disclosing party is a party, where such disclosure is required by such proceedings, investigations or disputes or is necessary in connection with the exercise or defence of any right, power or remedy that it may have under a document to which it is a party; and

19.3.6 export credit insurers, public bodies or financial institutions that directly or indirectly underwrite, insure or guarantee any obligations of the Debtors (including, but not limited to, CESCE, FEI, ICO and their respective insurers or reinsurers).

19.4 Inside information

Each Party acknowledges that some or all of the Confidential Information is, or may be, price-sensitive information and that the use of such information may be regulated or prohibited by applicable law, including securities legislation relating to insider dealing and market abuse, and undertakes not to use such Confidential Information for any unlawful purpose.

20 Notifications

20.1 Written Communications

Any notice, approval, consent or other communication or document required to be given or delivered under or in connection with this Restructuring Plan shall be in writing and, unless otherwise specified, may be given or delivered by email or post.

20.2 Addresses

All notices, approvals, consents or other communications or documents under or in connection with this Restructuring Plan shall be delivered to the address (including email addresses) indicated next to the relevant name on the signature sheet.

20.3 Delivery

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20.3.1 All notices, approvals, consents or other communications or documents made or delivered by one person to another under or in connection with this Restructuring Plan shall only be effective:

(i) if sent by email, upon receipt in a readable format; or

(ii) if sent by post, when they have been delivered to the relevant address or five Business Days after being posted with postage paid in an envelope addressed to that address,

and, if a specific department or responsible person is specified as part of the address details provided in Clause20.2 (Addresses), if addressed to that department or responsible person.

20.3.2 Any notice, approval, consent or other communication or document made or delivered to Wallbox Chargers in accordance with this Clause shall be deemed to have been made or delivered to each of the Debtors.

20.3.3 Any notice, approval, consent or other communication or document issued or delivered pursuant to or in connection with this Restructuring Plan, and which is issued or delivered in accordance with paragraphs20.3.1 or20.3.2 above, after 17:00 at the place of receipt, shall be deemed to have been made or delivered on the following day (regardless of whether that is a Business Day at the place of receipt).

21 Waivers and consents

21.1.1 Subject to the provisions of Clause21.1.2 and to any provision expressly requiring the consent of a specific entity or a specific majority (the waiver of which, for the avoidance of doubt, shall require the consent of that entity or relevant majority), any waiver, dispensation or grant of consent in respect of any breach or requirement arising from this Restructuring Plan (including, for these purposes, its Annexes) which:

(i) is of a minor or technical nature, may be granted with the prior written consent of any Signatory Creditor that is unable to grant the relevant powers to the Global Agent (as referred to in Clause18.1.10 ), the Global Agent and Wallbox Chargers; and

(ii) is not minor or technical, may only be granted with the prior written consent of the Majority of Signatory Creditors and Wallbox Chargers.

21.1.2 Any waiver, dispensation or consent granted pursuant to this clause shall be binding on all Parties.

22 Costs and Expenses

22.1 Transaction/Enforcement Costs

22.1.1 The Debtors undertake to bear the obligation to pay or, where applicable, at the request of the Global Agent, to reimburse the latter and the Affected Creditors for any fees, charges, remuneration, expenses, taxes, duties and other sums that are now or in the future due or accrued, as a result of the negotiation, preparation, execution, performance, registration, implementation or termination of this Restructuring Plan or the other Restructuring Documents (the “Expenses and Taxes”), and including, but not limited to, the following Expenses and Taxes:

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(i) the notaries’ fees and expenses incurred in the formalisation of this Restructuring Plan in a public deed, as well as the formalisation of the Restructuring Documents in public deeds, including those for the issuance of first copies (whether or not enforceable), and their respective amendments;

(ii) the remuneration and expenses corresponding to the professional advisers involved in the transaction (for fees accrued up to the Signing Date in relation to the preparation, negotiation and signing of the Restructuring Documents and any fees that may accrue in relation to the monitoring, maintenance and cancellation of the Restructuring Documents), provided that these have been previously agreed with Wallbox Chargers;

(iii) the judicial and extrajudicial costs, expenses and fees, including lawyers’ and solicitors’ fees and notaries’ fees, incurred as a direct consequence of the execution, breach or termination of this Restructuring Plan and the other Restructuring Documents; and

(iv) taxes, surcharges, duties or fees, whether state or otherwise, which are or may in future be levied on the execution or registration of this Restructuring Plan and the other Restructuring Documents, as well as on their amendment, performance and termination as provided for in this Restructuring Plan, including where, in accordance with applicable legislation or case law, the Global Agent or any of the Affected Creditors were to be considered liable for such taxes, surcharges, duties or fees, including, in particular, Stamp Duty that may be payable in connection with the formalisation, registration, amendment, execution or cancellation of the Restructuring Documents, even if the person liable for such tax were formally the Global Agent or any of the Affected Creditors.

22.1.2 Having negotiated this individually, the Parties agree that, if, in accordance with applicable legislation or case-law interpretation, the Global Agent or any of the Affected Creditors were required or obliged to pay any Expenses and Taxes to , the Debtors shall reimburse such amount to the Global Agent or the Operating Entities, as the case may be, upon the Agent’s request and as soon as practicable. The Parties acknowledge the essential nature of this agreement and that, without it, the Global Agent and the Signatory Creditors would never have entered into this Restructuring Plan, the other Restructuring Documents, or agreed to the Restructuring on the agreed terms.

22.1.3 The Debtors undertake to indemnify the Global Agent and the Affected Creditors in respect of any liabilities, expenses or claims that may arise from the non-payment or delay in payment of any of the Expenses and Taxes, unless such circumstance is directly attributable to the Affected Creditors or the Agent, as the case may be.

22.1.4 The Debtors and the Affected Creditors agree that the Debtors shall bear any costs, premiums or other amounts relating to the extension, modification or renewal of the ICO guarantee and CESCE insurance granted in respect of any Affected Debt (including, without limitation, the ICO Affected Debt), arising as a result of the extension of said guarantee to the new maturity date or of any other legal transaction provided for in the Restructuring Documents.

22.2 Amendment costs

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63

In the event that a Debtor requests any amendment, waiver, dispensation or consent in respect of a Restructuring Document, the Debtors shall reimburse the Global Agent and the Signatory Creditors, upon their request and as soon as practicable, the amount corresponding to all costs and expenses (including legal fees) incurred in connection with the assessment, negotiation, fulfilment or response to the relevant request or requirement, provided that these have been previously agreed with Wallbox Chargers.

23 Assignment by Affected Creditors

23.1 The Parties agree that, in the event that any Affected Creditor assigns to any third party all or part of its credit rights or contractual position against any of the Debtors in relation to this Restructuring Plan and/or any Restructuring Documents (taking into account the rules on assignment included in the relevant Restructuring Document, which must be observed in all cases), the assignee must accede to this Restructuring Plan as an “Affected Creditor”. For these purposes, the relevant Affected Creditor:

23.1.1 notify the Global Agent of their intention to assign their contractual position (in whole or in part) prior to the formalisation of any assignment agreement; and

23.1.2 shall require the assignee to adhere to this Restructuring Plan by signing the relevant instrument of adherence, which shall be recorded in a public deed.

23.2 The assignment of the relevant credit rights and/or contractual position under this Restructuring Plan and/or under the Restructuring Documents shall be null and void and shall have no effect whatsoever between the Parties until the assignee has acceded to this Restructuring Plan in accordance with the terms set out in clause23.1 above, with the assigning Affected Creditor being liable for any damages that such circumstance may cause to the other Parties.

24 Governing law and jurisdiction

24.1 This Restructuring Plan shall be governed by and construed in accordance with Spanish civil law.

24.2 Any dispute arising from or in connection with this Restructuring Plan shall be submitted to the courts and tribunals of the city of Barcelona.

AND IN WITNESS WHEREOF and as a guarantee of compliance, the Parties sign this Restructuring Plan in one (1) single copy, at the place and on the date set out in the heading, for its formalisation by means of a deed executed on this same date before the Notary of Madrid, Mr [***].

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

64

The Debtors<br><br>WALL BOX CHARGERS, S.L.U.<br><br><br><br><br><br>____________________<br><br>Name:<br>Title:
WALLBOX USA INC.<br><br><br><br><br><br>____________________<br><br>Name:<br>Title:
AR ELECTRONICS SOLUTIONS, S.L.U.<br><br><br><br><br><br><br><br>____________________<br><br>Name:<br>Title:

Address for service: For the attention of: Tel: Email:

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

The Data Subjects<br><br>WALL BOX CHARGERS, S.L.U.<br><br><br><br>____________________<br><br>Name:<br>Title:
WALLBOX USA INC.<br><br><br><br>____________________<br><br>Name:<br>Title:
AR ELECTRONICS SOLUTIONS, S.L.U.<br><br><br><br>____________________<br><br>Name:<br>Title:
WALLBOX, N.V.<br><br><br><br>____________________<br><br>Name:<br>Title:<br><br><br><br>WALLBOX UK LIMITED<br><br><br><br>____________________<br><br>Name:<br>Title:

Address for service: Att: Tel: Email:

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

The Original Guarantors<br><br>WALL BOX CHARGERS, S.L.U.<br><br><br><br>____________________<br><br>Name:<br>Title:
WALLBOX USA INC.<br><br><br><br>____________________<br><br>Name:<br>Title:
AR ELECTRONICS SOLUTIONS, S.L.U.<br><br><br><br>____________________<br><br>Name:<br>Title:
WALLBOX, N.V.<br><br><br><br>____________________<br><br>Name:<br>Title:<br><br><br><br>COIL INC<br><br><br><br>____________________<br><br>Name:<br>Title:

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

WALLBOX FRANCE SAS<br><br><br><br>____________________<br><br>Name:<br>Title:

ELECTROMAPS, S.L.U.

____________________

Name: Title:

Address for service: Att: Tel: Email:

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

Operational Debtors<br><br>WALL BOX CHARGERS, S.L.U.<br><br><br><br>____________________<br><br>Name:<br>Title:
WALLBOX USA INC.<br><br><br><br>____________________<br><br>Name:<br>Title:
AR ELECTRONICS SOLUTIONS, S.L.U.<br><br><br><br>____________________<br><br>Name:<br>Title:
WALLBOX UK LIMITED<br><br><br><br>____________________<br><br>Name:<br>Title:<br><br><br><br>WALLBOX USA INC.<br><br><br><br>____________________<br><br>Name:<br>Title:

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

WALLBOX FRANCE SAS<br><br><br><br>____________________<br><br>Name:<br>Title:<br><br><br><br>WALLBOX ITALY S.R.L.<br><br><br><br>____________________<br><br>Name:<br>Title:

Address for service: Att: Tel: Email:

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

The Global Agent<br><br>PALMER AGENCY SERVICES (SPAIN), S.L.U.<br><br><br><br><br><br><br><br>____________________<br><br>Name:<br>Title:
____________________<br><br>Name:<br>Title:<br><br>Address for service:<br>Att:<br>Tel:<br>Email:

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

The Signatory Creditors<br><br>BANCO BILBAO VIZCAYA ARGENTARIA, S.A.<br><br><br><br>____________________<br><br>Name:<br>Title:
____________________<br><br>Name:<br>Title:<br><br>Address for service:<br>Att:<br>Tel:<br>Email:
CHOICE OF VOLUNTARY TERMS <br>BY ORIGINAL SIGNATORY CREDITORS<br><br><br><br>The Original Signatory Creditor shall expressly and irrevocably select the applicable options.<br><br>If no selection is made, the options indicated as “default” shall apply.<br><ul><li><font>Prior to signing the Restructuring Plan, the Affected Creditor has informed the Global Agent of the specific debt facilities or instruments to which the options chosen on this signature sheet are to apply (information set out in Annex 1 of the Working Capital Framework Agreement and in Annex 1 of the Loan Framework Agreement). </font></li></ul><br><br><ul><li><font>Class 1 (only if the Affected Creditor holds Class 1 Affected Debt). </font></li></ul><br>Select a single option for 100% of the Class 1 Affected Debt:<br><br>☐ Class 1 Standard Terms (default).<br><br>☐ Class 1 Alternative Terms.<br><br>in both cases, on the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><ul><li><font>Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)</font></li></ul><br>☐ Class 2 Standard Terms (default), in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br>☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all its Class 2 working capital Affected Debt (and, where applicable, Class 1 debt subject to Class 1 Alternative Terms), of the Alternative Terms (Working Capital), in accordance with the terms set out in the Working Capital Framework Agreement.<br><br>☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term debt (and, where applicable, Class 1 debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), in accordance with the terms set out in the Loans Framework Agreement.
---

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

BANCO SANTANDER, S.A.<br><br><br><br>____________________<br><br>Name:<br>Title:
____________________<br><br>Name:<br>Title:<br><br>Address for service:<br>Att:<br>Tel:<br>Email:
CHOICE OF VOLUNTARY TERMS <br>BY ORIGINAL SIGNATORY CREDITORS<br><br><br><br>The Original Signatory Creditor shall expressly and irrevocably select the applicable options.<br><br>If no selection is made, the options indicated as “default” shall apply.<br><br> Prior to signing the Restructuring Plan, the Affected Creditor has informed the Global Agent of the specific debt facilities or instruments to which the options chosen on this signature sheet are to apply (information set out in Annex 1 of the Working Capital Framework Agreement and in Annex 1 of the Loan Framework Agreement).<br><br><br><br> Class 1 (only if the Affected Creditor holds Class 1 Affected Debt).<br><br>Select a single option for 100% of the Class 1 Affected Debt:<br><br>☐ Class 1 Standard Terms (default).<br><br>☐ Class 1 Alternative Terms.<br><br>in both cases, on the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br> Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)<br><br>☐ Class 2 Standard Terms (default), in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br>☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all its Class 2 current Affected Debt (and, where applicable, Class 1 debt subject to Class 1 Alternative Terms), of the Alternative Terms (Current), in accordance with the terms set out in the Current Framework Agreement.<br><br>☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term debt (and, where applicable, Class 1 debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), in accordance with the terms set out in the Loans Framework Agreement.
---

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

CAIXABANK, S.A.<br><br><br><br>____________________<br><br>Name:<br>Title:
____________________<br><br>Name:<br>Title:<br><br>Address for service:<br>Att:<br>Tel:<br>Email:
CHOICE OF VOLUNTARY TERMS <br>BY ORIGINAL SIGNATORY CREDITORS<br><br><br><br>The Original Signatory Creditor shall expressly and irrevocably select the relevant options.<br><br>If no selection is made, the options indicated as “default” shall apply.<br><br> Prior to signing the Restructuring Plan, the Affected Creditor has informed the Global Agent of the specific debt facilities or instruments to which the options chosen on this signature sheet are to apply (information set out in Annex 1 of the Working Capital Framework Agreement and in Annex 1 of the Loan Framework Agreement).<br><br><br><br> Class 1 (only if the Affected Creditor holds Class 1 Affected Debt).<br><br>Select a single option for 100% of the Class 1 Affected Debt:<br><br>☐ Class 1 Standard Terms (default).<br><br>☐ Alternative Conditions Class 1.<br><br>in both cases, in accordance with the terms set out in the Framework Agreement on Cash and, where applicable, in the Framework Agreement on Loans.<br><br> Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)<br><br>☐ Class 2 Standard Terms (default), in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br>☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all its Class 2 current Affected Debt (and, where applicable, Class 1 debt subject to Class 1 Alternative Terms), of the Alternative Terms (Current), in accordance with the terms set out in the Current Framework Agreement.<br><br>☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term debt (and, where applicable, Class 1 debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), in accordance with the terms set out in the Loans Framework Agreement.
---

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

EBN BANCO DE NEGOCIOS, S.A.<br><br><br><br>____________________<br><br>Name:<br>Title:
____________________<br><br>Name:<br>Title:<br><br>Address for service:<br>Att:<br>Tel:<br>Email:
CHOICE OF VOLUNTARY TERMS <br>BY ORIGINAL SIGNATORY CREDITORS<br><br><br><br>The Original Signatory Creditor shall expressly and irrevocably select the relevant options.<br><br>If no selection is made, the options indicated as “default” shall apply.<br><br> Prior to signing the Restructuring Plan, the Affected Creditor has informed the Global Agent of the specific debt facilities or instruments to which the options chosen on this signature sheet are to apply (information set out in Annex 1 of the Working Capital Framework Agreement and in Annex 1 of the Loan Framework Agreement).<br><br><br><br> Class 1 (only if the Affected Creditor holds Class 1 Affected Debt).<br><br>Select a single option for 100% of the Class 1 Affected Debt:<br><br>☐ Class 1 Standard Terms (default).<br><br>☐ Class 1 Alternative Terms.<br><br>in both cases, on the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br> Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)<br><br>☐ Class 2 Standard Terms (default), in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br>☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all its Class 2 current Affected Debt (and, where applicable, Class 1 debt subject to Class 1 Alternative Terms), of the Alternative Terms (Current), in accordance with the terms set out in the Current Framework Agreement.<br><br>☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term debt (and, where applicable, Class 1 debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), in accordance with the terms set out in the Loans Framework Agreement.
---

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

OFFICIAL CREDIT INSTITUTE, E.P.E.<br><br><br><br>____________________<br><br>Name:<br>Title:
____________________<br><br>Name:<br>Title:<br><br>Address for service:<br>Att:<br>Tel:<br>Email:
CHOICE OF VOLUNTARY TERMS <br>BY ORIGINAL SIGNATORY CREDITORS<br><br><br><br>The Original Signatory Creditor shall expressly and irrevocably select the relevant options.<br><br>If no selection is made, the options indicated as “default” shall apply.<br><br> Prior to signing the Restructuring Plan, the Affected Creditor has informed the Global Agent of the specific debt facilities or instruments to which the options chosen on this signature sheet are to apply (information set out in Annex 1 of the Working Capital Framework Agreement and in Annex 1 of the Loan Framework Agreement).<br><br><br><br> Class 1 (only if the Affected Creditor has Class 1 Affected Debt).<br><br>Select a single option for 100% of the Class 1 Affected Debt:<br><br>☐ Standard Class 1 Terms (default).<br><br>☐ Class 1 Alternative Terms.<br><br>in both cases, in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br> Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)<br><br>☐ Class 2 Standard Terms (default), in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br>☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all its Class 2 current Affected Debt (and, where applicable, Class 1 debt subject to Class 1 Alternative Terms), of the Alternative Terms (Current), in accordance with the terms set out in the Current Framework Agreement.<br><br>☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term debt (and, where applicable, Class 1 debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), in accordance with the terms set out in the Loans Framework Agreement.
---

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

INSTITUT CATALÀ DE FINANCES<br><br><br><br>____________________<br><br>Name:<br>Title:
____________________<br><br>Name:<br>Title:<br><br>Address for service:<br>Att:<br>Tel:<br>Email:
CHOICE OF VOLUNTARY TERMS <br>BY ORIGINAL SIGNATORY CREDITORS<br><br><br><br>The Original Signatory Creditor shall expressly and irrevocably select the applicable options.<br><br>If no selection is made, the options indicated as “default” shall apply.<br><br> Prior to signing the Restructuring Plan, the Affected Creditor has informed the Global Agent of the specific debt facilities or instruments to which the options chosen on this signature sheet are to apply (information set out in Annex 1 of the Working Capital Framework Agreement and in Annex 1 of the Loan Framework Agreement).<br><br><br><br> Class 1 (only if the Affected Creditor holds Class 1 Affected Debt).<br><br>Select a single option for 100% of the Class 1 Affected Debt:<br><br>☐ Class 1 Standard Terms (default).<br><br>☐ Class 1 Alternative Terms.<br><br>in both cases, on the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br> Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)<br><br>☐ Class 2 Standard Terms (default), in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br>☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all its Class 2 current Affected Debt (and, where applicable, Class 1 debt subject to Class 1 Alternative Terms), of the Alternative Terms (Current), in accordance with the terms set out in the Current Framework Agreement.<br><br>☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term debt (and, where applicable, Class 1 debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), in accordance with the terms set out in the Loans Framework Agreement.
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DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

MORA BANC GRUP, S.A.<br><br><br><br>____________________<br><br>Name:<br>Title:
____________________<br><br>Name:<br>Title:<br><br>Address for service:<br>Att:<br>Tel:<br>Email:
CHOICE OF VOLUNTARY TERMS <br>BY ORIGINAL SIGNATORY CREDITORS<br><br><br><br>The Original Signatory Creditor shall expressly and irrevocably select the relevant options.<br><br>If no selection is made, the options indicated as “default” shall apply.<br><br> Prior to signing the Restructuring Plan, the Affected Creditor has informed the Global Agent of the specific debt facilities or instruments to which the options chosen on this signature sheet are to apply (information set out in Annex 1 of the Working Capital Framework Agreement and in Annex 1 of the Loan Framework Agreement).<br><br><br><br> Class 1 (only if the Affected Creditor has Class 1 Affected Debt).<br><br>Select a single option for 100% of the Class 1 Affected Debt:<br><br>☐ Class 1 Standard Terms (default).<br><br>☐ Class 1 Alternative Terms.<br><br>in both cases, in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br> Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)<br><br>☐ Class 2 Standard Terms (default), in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br>☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all its Class 2 current Affected Debt (and, where applicable, Class 1 debt subject to Class 1 Alternative Terms), of the Alternative Terms (Current), in accordance with the terms set out in the Current Framework Agreement.<br><br>☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term debt (and, where applicable, Class 1 debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), in accordance with the terms set out in the Loans Framework Agreement.
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DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E. AS MANAGER IN ITS OWN NAME AND ON BEHALF OF THE FUND FOR INVESTMENTS ABROAD, F.C.P.J. (FIEX)<br><br><br><br>____________________<br><br>Name:<br>Title:

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

CHOICE OF VOLUNTARY TERMS <br>BY ORIGINAL SIGNATORY CREDITORS<br><br><br><br>The Original Signatory Creditor shall expressly and irrevocably select the applicable options.<br><br>If no selection is made, the options indicated as “default” shall apply.<br><br> Prior to signing the Restructuring Plan, the Affected Creditor has informed the Global Agent of the specific debt facilities or instruments to which the options chosen on this signature sheet are to apply (information set out in Annex 1 of the Working Capital Framework Agreement and in Annex 1 of the Loan Framework Agreement).<br><br><br><br> Class 1 (only if the Affected Creditor holds Class 1 Affected Debt).<br><br>Select a single option for 100% of the Class 1 Affected Debt:<br><br>☐ Class 1 Standard Terms (default).<br><br>☐ Class 1 Alternative Terms.<br><br>in both cases, on the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br> Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)<br><br>☐ Class 2 Standard Terms (default), in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.<br><br>☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all its Class 2 current Affected Debt (and, where applicable, Class 1 debt subject to Class 1 Alternative Terms), of the Alternative Terms (Current), in accordance with the terms set out in the Current Framework Agreement.<br><br>☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term debt (and, where applicable, Class 1 debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), on the terms set out in the Loans Framework Agreement.

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

[Signature sheet – Restructuring plan]

Annex 1 Organisational chart

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

i

Anexo 2 Report by the Restructuring Expert

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

ii

Anexo 3 Definitions

“Shareholders” has the meaning attributed to it in the Parties Declaration (E) .

“Original Shareholders” has the meaning attributed to it in Parties Declaration (E) .

“ICO Lender” has the meaning attributed to it in Clause2.4 (ICO Regulations).

“Affected Creditors” means those creditors who hold Affected Debt (and who are identified in Annex 4 (Details of the Affected Debt)).

“Financial Creditors” means those Affected Creditors holding Affected Debt of a financial nature, including credit institutions, public financial institutions, institutional bodies and other institutional investors holding loans, credit facilities, lines of credit, sureties, guarantees, derivatives or other financial debt instruments, whether they have senior, ordinary or subordinated status in accordance with the provisions of the TRLC.

“Signatory Creditors” means (i) the Original Signatory Creditors and (ii) any other Affected Creditor who votes in favour of or adheres to this Restructuring Plan with the intention of being considered a Signatory Creditor in accordance with Clause10 ( Vote on the proposed Restructuring Plan and adherence by Affected Creditors ) below.

“Original Signatory Creditors” has the meaning attributed to it in the “Parties”.

“Non-Financial Creditors” means those Affected Creditors holding Affected Debt of a non-financial nature, including suppliers of goods and services, lessors, providers of logistics, maintenance, transport and similar services, agents, distributors, commission agents, commercial representatives and other creditors arising from commercial relationships or the provision of services in the ordinary course of the Debtors’ business, whether they have ordinary or subordinated status in accordance with the provisions of the TRLC.

“Non-Signatory Creditors” means those Affected Creditors who are not Signatory Creditors.

“Restricted Actions” has the meaning attributed to it in Clause18.1.11 .

“Standstill Agreement” has the meaning attributed to it in the Parties Declaration (D) .

“Working Capital Framework Agreement” means the framework agreement to be entered into on this date by, amongst others, the Debtors and the Global Agent, pursuant to which the common terms applicable to the working capital debt instruments comprising Class 1 and Class 2 of the Affected Debt are governed.

“Loan Framework Agreement” means the framework agreement to be entered into on this same date by, amongst others, the Debtors and the Global Agent, pursuant to which the common terms applicable to the debt instruments of a term loan nature comprising Class 1 and Class 2 of the Affected Debt are governed.

“Contributions” has the meaning attributed to it in Clause6.1.2 .

“Approval Order” means the order approving the Restructuring Plan issued by the Court confirming the effects requested in the Application for Approval, in accordance with the provisions of this Restructuring Plan.

“ICO Guarantee” means any guarantee issued by the ICO to secure the financing granted under the ICO Affected Debt.

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

iii

“Letter of Declaration of Interest” has the meaning attributed to it in Parties Declaration (E) .

“Letter of Election” means a letter drawn up in accordance with the template attached as Annex 11 ( Letter of Election ).

“Class 1”, “Class 2”, “Class 3”, “Class 4” and “Class 5” have the meanings assigned to them in Clause5.2.3 .

“Classes” means Class 1, Class 2, Class 3, Class 4 and Class 5.

“Binding Investment Commitment” has the meaning attributed to it in Parties Declaration (E) .

“Funding Condition” has the meaning attributed to it in Clause3.1.3 .

“Class 1 Alternative Conditions” has the meaning attributed to it in Clause6.3.1 .

“Class 2 Alternative Conditions” has the meaning attributed to it in Clause6.3.2 .

“Alternative Terms (Working Capital)” has the meaning assigned to it in Clause6.3.2 .

“Alternative Conditions (Loans)” has the meaning attributed to it in Clause6.3.2 .

“Available Conditions Classes 1 and 2” has the meaning attributed to it in Clause6.7.1 .

“Class 1 Standard Terms” has the meaning given to it in Clause6.3.1 .

“Class 2 Standard Conditions” has the meaning attributed to it in Clause6.3.2 .

“Suspensive Conditions” has the meaning attributed to it in Clause3.3.1 .

“Creditors’ Agreement” has the meaning attributed to it in Clause6.8 (Creditors’ Agreement).

“Affected Debt” has the meaning attributed to it in Clause 5.1.1.(ii) .

“ICO Affected Debt” means the Affected Debt in respect of which an ICO Guarantee has been issued and only in respect of the portion of the debt guaranteed by the ICO Guarantee in question.

“Unencumbered Debt” has the meaning attributed to it in Clause5.3.1 .

“Debtors” has the meaning attributed to it in the “Parties”.

“Confirming Debtors” has the meaning attributed to it in the “Parties”.

“Factoring Debtors” has the meaning attributed to it in the “Intervening Parties”.

“Operating Debtors” has the meaning attributed to it in the “Intervienen”.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for ordinary business in Barcelona, Madrid and New York.

“Restructuring Documents” means:

(i) the Restructuring Plan,

(ii) the Application for Approval,

(iii) the New Debt Instruments,

(iv) the documents pursuant to which the Contributions are formalised,

(v) the New Guarantee;

(vi) the Agreement between Creditors;

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(vii) and any other documents or agreements entered into within the framework of or under the Restructuring Plan (or any of the foregoing documents),

including in all cases their respective annexes, as well as the voting records to be issued by the Signatory Creditors in relation to the ICO positions, any document of accession, supplement, amendment, novation, ratification or which, in general, elaborates upon, novates or supplements them.

“Deed of Completion” means the public document certifying the fulfilment of all the Conditions Precedent and which must be executed before a Notary in accordance with the terms set out in this Restructuring Plan.

“Restructuring Expert” has the meaning attributed to it in the Parties Declaration (G) .

“Effective Date” means the date of execution of the Deed of Completion.

“Option Exercise End Date” has the meaning attributed to it in Clause10 ( Vote on the proposed Restructuring Plan and acceptance by Affected Creditors ).

“Signing Date” means the date of this Restructuring Plan (i.e. 8 April 2026).

“Subsidiary”, in relation to an entity, means an entity that:

(i) is controlled or owned, directly or indirectly, by the first;

(ii) more than 50% of the capital carrying voting rights or similar rights of ownership and/or control is owned (legally or beneficially), directly or indirectly, by the first entity; or

(iii) is a subsidiary of another subsidiary of the first entity or company mentioned,

and, for these purposes, an entity shall be deemed to be controlled by another if the latter has the ability or power to direct its management and policies, whether through the holding of voting shares, by contract, by acting in concert with other shareholders, or in any other manner (including, without limitation, when used in relation to a Spanish company, as provided for in Article 42 of the Commercial Code).

“Interim Financing” has the meaning given to it in Clause6.1.1 .

“Affected Guarantors” has the meaning attributed to it in Clause9.1 (Affected Guarantors).

“Original Guarantors” has the meaning attributed to it in the “Intervening Parties”.

“Personal Guarantee” means any undertaking to pay or other obligation assumed by a third party (including, for the sake of clarity, the Guarantees of the Affected Guarantors) or by one of the Debtors securing the performance of the Affected Debt and which is set out in Annex 4 (Details of the Affected Debt) of this Restructuring Plan.

“Guarantees of the Affected Guarantors” has the meaning attributed to it in Clause9.2 ( Guarantees of the Affected Guarantors ).

“Security Interests” means any security interest created over assets or rights, whether movable or immovable, belonging to any of the Debtors or a third party (including, for the avoidance of doubt, the Security Interests of the Affected Guarantors), to secure the performance of the Affected Debt, as set out in Annex 4 (Details of the Affected Debt) of this Restructuring Plan.

“Group” means Wallbox NV, each of the Debtors, and their respective Subsidiaries at any given time.

“Deadline” has the meaning attributed to it in Clause3.3.2 .

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“Voting Deadline” has the meaning attributed to it in Clause10 ( Vote on the proposed Restructuring Plan and accession of Affected Creditors ).

“Funding Deadline” has the meaning attributed to it in Clause3.1.3 .

“ICO” means the Instituto de Crédito Oficial, E.P.E.

“Confidential Information” means all information relating to any Debtor, the Group, or the Restructuring Documents, of which a Party becomes aware in its capacity as a Party, or for the purpose of becoming a Party, or which it receives in connection with the Restructuring Documents, originating from:

(i) any member of the Group or any of its advisers; or

(ii) another Party, if such information was obtained by that Party, directly or indirectly, from any member of the Group or any of its advisers,

in any form, including both information communicated orally and information contained in documents, electronic files or any other format that records, derives or reproduces such information, but excluding information that:

(i) is or becomes public knowledge, unless this is due, directly or indirectly, to a breach by that Party of the Confidentiality Clause (19 );

(ii) has been identified in writing as non-confidential, at the time of its disclosure, by any member of the Group or any of its advisers;

(iii) is known to the Party prior to the date on which it was disclosed to it in accordance with the preceding paragraphs, or has been lawfully obtained by that Party subsequently, in both cases from a source which, to the best of that Party’s knowledge, is not connected to the Group and which, likewise to the best of its knowledge, is not subject to any confidentiality obligation nor has been obtained in breach of any confidentiality obligation.

“Restructuring Expert’s Report” has the meaning attributed to it in Parties Declaration (G) .

“Majority of Signatory Creditors” shall mean the Signatory Creditors who, collectively, represent more than 66 2 /3 % of the value of the Affected Debt of all Signatory Creditors.

“ICO Regulations” means any rules, regulations, clauses, notes, contracts, framework agreements, covenants, notes issued by the ICO or terms applicable to the ICO Guarantees.

“Notary” means the notary who draws up this Restructuring Plan in accordance with Clause7.5 ( Formalisation of the Restructuring Plan in a public ), namely the Notary of Madrid, Mr [***], or any other notary acting in his stead.

“Closing Notice” means the written notice sent by the Global Agent in accordance with Clause3.3.5 .

“New Guarantees” means the warrants, security interests and personal guarantees (of any type or nature) identified in (or granted in security for the obligations assumed by any Group company pursuant to) any of the New Debt Instruments, expressly including, but not limited to, those set out in (New Guarantees).

“New Money” has the meaning attributed to it in Clause6.1.2 .

“New Debt Instruments” means, collectively and as novated from time to time:

(i) the Interim Financing;

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(ii) the New Money;

(iii) the Framework Loan Agreement;

(iv) the Working Capital Framework Agreement; and

(v) the debt instruments subject, respectively, to the Master Loan Agreement and the Master Working Capital Agreement.

“Parties” means, collectively, the Borrowers and the Signatory Lenders.

“Restructuring Plan” has the meaning attributed to it in the Parties Declaration (L) .

“Viability Plans” means the viability plans drawn up by the Debtors (with the assistance of their financial advisers) in relation to each of the Debtors, a copy of which is attached to this Restructuring Plan as Annex 8 (Viability Plans).

“Bridge Loan” has the meaning attributed to it in Clause6.1.1 .

“Loans (Tranche A)” has the meaning attributed to it in Clause6.3.2 .

“Loans (Tranche B)” has the meaning attributed to it in Clause6.3.2 .

“Restructuring” has the meaning attributed to it in Recital (B) .

“Application for Approval” means the written application for approval of this Restructuring Plan submitted by the Debtors to the Commercial Division of the Court of First Instance of Barcelona (Plaza no. 9), in accordance with Article 643 of the TRLC and in accordance with the terms of Clause12 ( Application for approval ) of this Restructuring Plan.

“TRLC” means Royal Legislative Decree 1/2020 of 5 May, approving the consolidated text of the Insolvency Act.

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Anexo 4 Details of the Affected Debt6 7

This Annex sets out, for each of the Debtors, a detailed breakdown of the claims comprising the Affected Debt, specifying: (i) the Affected Creditor holding the claim; (ii) the underlying instrument or legal relationship; (iii) the class of claim to which it belongs, for the purposes of Article 623 of the TRLC; (iv) the breakdown of its amount into principal, ordinary interest, default interest and other ancillary items; and (v) the existence and type of security or personal guarantees associated with each claim (including the Guarantees of the Affected Guarantors).

6For the purposes of this Restructuring Plan, all amounts shall be restated on the date of signing of this Restructuring Plan using the exchange rate in force at that time, and the calculation of the majorities obtained for the approval of this Restructuring Plan shall be carried out in accordance with Article 617.3 of the Commercial Code.

7With regard to the “List of Security Interests” and the “List of Personal Guarantees” of Party A (Wallbox Chargers, S.L.U.) and Party B (Wallbox USA Inc.) in this Annex, it is hereby noted that, notwithstanding the Debtor’s disagreement regarding (i) the Syndicated Financing, documented in the deed executed on 16 October 2023 before the Notary of Barcelona, Ms Laura Nogales Martín, under number 206 of her register of transactions, whereby EBN Banco de Negocios, S.A., Institut Català de Finances, Instituto de Crédito Oficial, E.P.E. and Mora Banc Grup, S.A. granted financing to Wall Box Chargers, S.L.U. with the personal guarantee of Wallbox USA, Inc. and Wallbox N.V., and (ii) the COFIDES Financing, documented in the deed executed on the same date before the same Notary under number 207 of her register of transactions, whereby COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A. S.M.E. (acting as manager in its own name and on behalf of the Fondo para Inversiones en el Exterior F.C.P.J. (FIEX)) granted financing to Wallbox USA, Inc. with the personal guarantee of Wallbox Chargers, S.L.U. and Wallbox N.V., the security interests created are shared between both financing arrangements and rank equally with each other (first rank) and are governed by the provisions of the intercreditor agreement executed on the same date before the same Notary under number 208 of the register of transactions. The security interests include, in particular: (a) a concurrent first-ranking non-possessory pledge over certain machinery and assets, granted by Wall Box Chargers, S.L.U. as pledgor in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX) as pledgees, formalised in the corresponding first-ranking concurrent non-possessory pledge policy (and novated/supplemented by the corresponding subsequent policies); (b) the first-ranking concurrent chattel mortgage over certain machinery and assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX); (c) the first-ranking concurrent pledge over the credit rights arising from bank accounts, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF and Mora Banc; (d) the first-ranking pledge over the credit rights arising from the main account held at EBN Banco de Negocios, S.A., granted by Wallbox USA, Inc. in favour of COFIDES (FIEX); and (e) the first-ranking concurrent pledge over the credit rights arising from the current insurance policies insuring the Wallbox Barcelona Assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF, Mora Banc and COFIDES (FIEX), with notification to the insurer designating those entities as beneficiaries of the said policies.

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Total Wallbox Chargers

	Credit Class	Total amount (€)
1	Class 1 – Senior debt	25,980,815.5
2	Class 2 – Ordinary financial liabilities	106,674,075.2
3	Class 3 – Non-financial Ordinary Liabilities  (suppliers)	15,231.,270.5
4	Class 4 – Subordinated Liabilities (Financial)	4,114,292.0
5	Class 5 – Subordinated liabilities (intra-group)	31,410,736.2
	Total Wallbox Chargers, S.L.	183,411,189.4

List of Security Interests

[Intentionally omitted]

List of Personal Guarantees

[Intentionally omitted]

List of Affected Guarantors and the Guarantees of the Affected Guarantors

[Intentionally omitted]

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List of Affected Guarantors and the Guarantees of the Affected Guarantors

[Intentionally omitted]

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Annex 5 New Guarantees

Nº	Type of guarantee	Category	Guarantor / Issuer / Pledgor	Secured Asset / Collateral	Grant
1	Personal guarantee on first demand	Personal guarantee	Wall Box Chargers, S.L.U.	-	Signing Date
2	Personal guarantee on first demand	Personal guarantee	Wallbox NV	-	Signing Date
3	Personal guarantee on first demand	Personal guarantee	AR Electronic Solutions, S.L.U.	-	Signing Date
4	Personal guarantee on first demand	Personal guarantee	Wallbox USA Inc.	-	Signing Date
5	Personal guarantee on first demand	Personal guarantee	Electromaps, S.L.U.	-	Signing Date
6	Personal guarantee on first demand	Personal guarantee	Wallbox France SAS	-	Signing Date
7	Personal guarantee on first demand	Personal guarantee	COIL INC.	-	Signing Date
8	Share warrants	Warrants	Wall Box Chargers, S.L.U. (once converted into a S.A.)	Newly issued shares of Wall Box Chargers, S.A.	30 September 2026
9	Pledge of shares	Pledge of shares	Wallbox NV	Shares of Wall Box Chargers, S.L.U.	Signing Date (conditioned) and ratified, in any event,<br><br>on or before the Effective Date
10	Pledge of shares	Pledge of shares	Wallbox NV	Shares of Wall Box Chargers, S.L.U.	31 July 2026
11	Pledge of shares	Pledge of shares	Wall Box Chargers, S.L.U.	Shares of AR Electronics Solutions, S.L.U. (ARES)	Signing Date
12	Pledge of shares	Pledge of shares	Wall Box Chargers, S.L.U.	Shares of  Wallbox USA Inc.	Effective Date
13	Pledge of shares	Pledge of shares	Wall Box Chargers, S.L.U.	Shares of  Wallbox France SAS	Effective Date
14	Pledge of shares	Pledge of shares	Wall Box Chargers, S.L.U.	Shares of  Electromaps, S.L.U.	Signing Date

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Nº	Type of guarantee	Category	Guarantor / Issuer / Pledgor	Secured Asset / Collateral	Grant
15	Pledge of shares	Pledge of shares	Wall Box Chargers, S.L.U.	Shares of  ABL GmbH	Effective Date
16	Pledge of shares	Pledge of shares	Wallbox USA Inc.	Shares of  COIL INC.	Effective Date
17	Movable property mortgage on trademarks (Spain)	Security over intangible assets	Wall Box Chargers, S.L.U.	Trademarks registered in public registers located in Spain. RMH: 100% of the valuation (valuator appointed by G4).	Signing Date
18	Movable property charge on patents (Spain)	Security over intangible assets	Wall Box Chargers, S.L.U.	Patents registered in public registers located in Spain. RMH: 100% of the valuation (valuator appointed by G4).	Signing Date
19	Industrial property pledge on trademarks and patents (USA)	Guarantee on intangible assets	Wallbox USA Inc.	Trademarks and patents registered in public registries located in the United States	Effective Date
20	Pledge over commercial contracts > €1M	Security interest in contracts	Wall Box Chargers, S.L.U.	Contracts exceeding €1M subject to Spanish law	Signing Date
21	Pledge over inventory	Pledge over inventory	Wallbox USA Inc.	Inventory of Wallbox USA Inc.	Effective Date
22	Lien on bank accounts	Lien on bank accounts	Wall Box Chargers, S.L.U.	Santander ES (EUR) · BBVA ES (EUR) · BNP ES (EUR) · Sabadell (EUR) · Sabadell (USD). Threshold: average balance >€150,000 for 2 consecutive months. Obligation to concentrate at least 90% of the Group’s cash in pledged accounts, with the pledges extending to operating accounts that are currently open or may be opened in the future under the Working Capital Framework Agreement and the Loan Framework	Signing Date

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Nº	Type of guarantee	Category	Guarantor / Issuer / Pledgor	Secured Asset / Collateral	Grant
				Agreement, including, amongst others, reserve accounts, cash sweep accounts, factoring accounts and cash pooling accounts.
23	Pledge over bank accounts	Pledge over bank accounts	Wallbox NV	BNP NV Account (EUR). Same threshold and cash concentration conditions	Effective Date
24	Pledge over bank accounts	Pledge over bank accounts	Wallbox USA Inc.	Bank of America US Account (USD). Same threshold and cash concentration conditions	Effective Date
25	Pledge over credit rights arising from intra-group loans	Pledge over intra-group loans	Wall Box Chargers, S.L.U.<br><br>AR Electronic Solutions, S.L.U.<br><br>Wallbox USA, Inc.<br><br>Wallbox, N.V.<br><br>Wallbox France, SAS<br><br>Electromaps, S.L.U.<br><br>Kensington Capital Acquisition Corp. II<br><br>Wallbox Belgium<br><br>Wallbox Denmark<br><br>Wallbox Italy<br><br>Wallbox Netherlands BV<br><br>Wallbox UK	Intra-group loans	Signing Date (signed by a verbal proxy in relation to Kensington Capital Acquisition Corp. II, Wallbox Belgium, Wallbox Denmark, Wallbox Italy, Wallbox Netherlands BV and Wallbox UK) and ratified, in any event,<br><br>on or before the Effective Date
26	Negative pledge regarding the assets of ABL GmbH (contractual undertaking not to dispose of)	Negative pledge	Wall Box Chargers, S.L.U. (as the majority shareholder of  ABL GmbH)	Undertaking not to create security over ABL’s assets in favour of other creditors. Signed by WB Chargers as holder of the credit rights against ABL	Signing Date
27	Movable property charge on trademark	Security over intangible assets	Wall Box Chargers, S.L.U.	Movable property charge on the "SUPERNOVA" trademark.	10 working days from the final registration of the trademark

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Annex 6 Actions prior to, concurrent with or subsequent to the Effective Date

Nº	Condition / milestone	Deadline
<ul><li><font></font></li></ul>	New Guarantees – All of the following New Guarantees validly constituted, in full force and effect:<br><ul><li><font>First-ranking guarantee over the shares of Wallbox USA, to be granted by Wallbox Chargers.</font></li><li><font>First-ranking guarantee over the shares of Wallbox France, to be granted by Wallbox Chargers. </font></li><li><font>First-ranking guarantee over the shares of ABL GmbH, to be granted by Wallbox Chargers. </font></li><li><font>First-ranking guarantee over the shares of Coil Inc, to be granted by Wallbox USA. </font></li><li><font>First-ranking security interest in trademarks and patents to be granted by Wallbox USA.</font></li><li><font>First-ranking security interest in inventory to be granted by Wallbox USA.</font></li><li><font>First-ranking security interest in bank accounts, to be granted by Wallbox NV, over the “BNP NV Account (EUR)”.</font></li><li><font>First-ranking security interest in bank accounts, to be granted by Wallbox USA Inc., over the “Bank of America US Account (USD)”.</font></li></ul>	Effective Date
<ul><li><font></font></li></ul>	Ratification of New Guarantee – All of the following New Guarantee validly created, in full force and effect:<br><ul><li><font>Ratification by Wallbox NV of the first-ranking pledge over the shares of Wall Box Chargers, S.L.U.</font></li><li><font>Ratification by Kensington Capital Acquisition Corp. II, Wallbox Belgium, Wallbox Denmark, Wallbox Italy, Wallbox Netherlands BV and Wallbox UK of the first-ranking pledge over credit rights arising from intra-group loans.</font></li></ul>	Effective Date
<ul><li><font></font></li></ul>	Ratification of existing security interests - Ratification, upon request by the relevant Class 1 Creditor, of any existing security interests securing its Class 1 Affected Debt prior to the Restructuring.	Effective Date
<ul><li><font></font></li></ul>	Legal Opinions – Issuance of all legal opinions (capacity and validity/enforceability) relating to the security interests and personal guarantees to be granted either on the Signing Date or prior to or simultaneously with the Effective Date, in accordance with Annex 5 ( New Guarantee ) (United States, Netherlands, Germany, France, Belgium, England, Italy).	Effective Date

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Nº	Condition / milestone	Deadline
<ul><li><font></font></li></ul>	Responsible declarations and ICO documentation - That all the responsible declarations of aid granted to the Operational Debtors as a beneficiary company under the temporary framework of state aid under the temporary framework of state aid under ICO guarantee lines have been completed and delivered to the Signatory Operating Entities part of the Working Capital Lines with ICO Guarantee.	Effective Date
<ul><li><font></font></li></ul>	Convening of Wallbox NV General Meeting – Convening formally the general meeting of Wallbox NV with an agenda including (i) the granting of a pledge over the entirety (100%) of the shares representing the share capital of Wallbox Chargers held by Wallbox NV, (ii) pledges over shares held by Wallbox USA and ABL GmbH in Wallbox Chargers; and (iii) the issue of warrants by Wallbox Chargers (the “Wallbox NV GM”).	4 May 2026
<ul><li><font></font></li></ul>	Wallbox NV GM - Holding the Wallbox NV GM, at which the following are expressly approved: (i) the Restructuring, (ii) the conversion of Wallbox Chargers into a public limited company (S.A.), (iii) the granting of a pledge over all (100%) of the shares representing the share capital of Wallbox Chargers held by Wallbox NV (and over its shares, once it has been converted into a public limited company), (iv) pledges over the shares held by Wallbox USA and ABL GmbH in Wallbox Chargers, and (v) the issue of warrants by Wallbox Chargers.	24 May 2026
<ul><li><font></font></li></ul>	Publication of a material event (6-K) regarding the results of the general meeting of shareholders of Wallbox NV – 6-K containing the results of the votes on each item on the agenda of the general meeting of shareholders of Wallbox NV, including the approval of matters relating to the Restructuring, and the transactions contemplated by the Financing Documents (and, in particular, where necessary, with express reference to the first-ranking general pledge over the entirety (100%) of the shares representing the share capital of Wallbox Chargers (and over its shares, once it is converted into a public limited company), the pledges over the shares held by Wallbox Chargers in Wallbox USA and in ABL GmbH, the conversion of Wallbox Chargers into a public limited company, the issue of warrants convertible into shares of Wallbox Chargers following its conversion into a public limited company) and any other matter required under Dutch law.	28 May 2026
<ul><li><font></font></li></ul>	Effectiveness of conditional pledges – That the New Guarantees over 100% of the shares in Wallbox Chargers and the shares in Wallbox USA and ABL GmbH take full effect (including confirmation to the notary, formal ratification and any other actions deemed necessary in the opinion of the Majority of Signatory Creditors).	28 May 2026

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Nº	Condition / milestone	Deadline
<ul><li><font></font></li></ul>	Expert for Conversion to a Public Limited Company (S.A.) - Application to the Commercial Registry for the appointment of an independent expert to report on the non-monetary contribution in connection with the conversion of Wallbox Chargers into a public limited company (S.A.).	30 May 2026
<ul><li><font></font></li></ul>	Approval of the Conversion to a Public Limited Company (S.A.) - Copy of the resolutions of the sole shareholder of Wallbox Chargers approving its conversion into a public limited company (S.A.).	15 July 2026
<ul><li><font></font></li></ul>	Conversion to a public limited company - Effective conversion of Wallbox Chargers into a public limited company (S.A.).	31 July 2026
<ul><li><font></font></li></ul>	Chargers Share Pledge - Novation of the pledge document relating to the shares in Wallbox Chargers to reflect its conversion into a public limited company and the replacement of shares with stock (including all necessary formalities).	31 July 2026
<ul><li><font></font></li></ul>	Warrants – Issue of warrants convertible into Wallbox Chargers shares following its conversion into a public limited company and subscription of the same by the lending institutions.	30 September 2026
<ul><li><font></font></li></ul>	Capital increase - Execution of the capital increase(s) through which the contributions provided for in the Binding Investment Commitment are completed.	2 months from the Effective Date
<ul><li><font></font></li></ul>	Supernova Mortgage - Granting of the New Guarantee (movable property mortgage) over the “Supernova” trademark on terms substantially similar to the New Guarantee over trademarks granted on the Signing Date.	10 Business Days from the final registration of the trademark

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Annex 7 Unaffected Debt

[Intentionally omitted]

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Annex 8 Feasibility Plans

[Intentionally omitted]

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Annex 9 Certification by the Restructuring Expert regarding the Majorities Obtained

[Intentionally omitted]

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Annex 10 Copy of the New Debt Instruments

[Intentionally omitted]

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Annex 11 Letter of Election

At [●], on [●] [●] 2026

[For the attention of:]

[Name of Global Agent]

[Address]

[Email address for receiving Letters of Election]

Copy to:

[Debtors]

[Address]

[Email address for receiving Letters of Election]

From:

[Name of Affected Creditor]

[Address]

[Contact person / department]

[Email]

(hereinafter, the “Affected Creditor”).

Dear Sirs,

In our capacity as an Affected Creditor within the meaning of the restructuring plan entered into by, amongst others, WALL BOX CHARGERS, S.L.U., AR ELECTRONICS SOLUTIONS, S.L.U. and WALLBOX USA INC. (the “Debtors”), dated 8 April 2026 (the “Restructuring Plan”), the Affected Creditor hereby sets out in this letter (the “Letter of Election”) its choices and declarations in the following terms.

1. Voting preference

Select only 1 option:

☐ The Affected Creditor votes in favour of the Restructuring Plan and adheres to the Restructuring Plan.

By ticking the “in favour” box and signing this Letter of Election, the Affected Creditor expressly states its intention to adhere, unconditionally and irrevocably, to the Restructuring Plan and the other applicable Restructuring Documents, in the capacity of a Signatory Creditor, in respect of the Affected Debt held by it.

☐ The Affected Creditor votes against the Restructuring Plan and does not adhere to the Restructuring Plan.

If none of the above options is selected, it shall be understood that the Affected Creditor abstains from voting and does not express their acceptance of the Restructuring Plan through this Letter of Election.

For the sake of clarity, any vote cast after the Voting Deadline shall not be taken into account for the purposes of calculating majorities for the Restructuring Plan.

2. [Table of instruments and elections:

Only those Affected Debt instruments in respect of which the Affected Creditor wishes to exercise their right to classify as term loan or working capital instruments should be completed:

No.	Debtor	Contract / reference	Class (1 / 2)	Amount (€)	Type selected following restructuring (tick)
1	[●]	[●]	[●]	[●]	☐ Term loan<br><br>☐ Working capital

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No.	Debtor	Contract / reference	Class (1 / 2)	Amount (€)	Type selected following restructuring (tick)
2	[●]	[●]	[●]	[●]	[●]

3. Choices of the Affected Creditor

The Affected Creditor shall expressly and irrevocably select the relevant options. If no selection is made, the options indicated as “default” shall apply.

 Class 1 (only if the Affected Creditor has Class 1 Affected Debt).

Select a single option for 100% of the Class 1 Affected Debt:

☐ Class 1 Standard Terms (default).

☐ Class 1 Alternative Terms.

in both cases, in accordance with the terms set out in the Working Capital Framework Agreement and, where applicable, in the Loan Framework Agreement.

 Standard / alternative terms (applicable to Class 2 and to Class 1 that has opted for Class 1 Alternative Terms)

☐ Standard Class 2 Terms (default), in accordance with the provisions of the Working Capital Framework Agreement and, where applicable, the Loan Framework Agreement.

☐ Alternative Terms (Working Capital) (working capital debt only): The Affected Creditor wishes to avail itself, in respect of all of its Class 2 current Affected Debt (and, where applicable, Class 1 Affected Debt subject to the Class 1 Alternative Terms), of the Alternative Terms (Current), in accordance with the terms set out in the Current Framework Agreement.

☐ Alternative Terms (Loans) (term debt only): The Affected Creditor wishes to avail itself, in respect of part or all of its Class 2 term Affected Debt (and, where applicable, Class 1 subject to the Class 1 Alternative Terms), of the Alternative Terms (Loans), in accordance with the terms set out in the Loan Framework Agreement, and indicates that the amount of such Affected Debt shall be allocated as follows: [●] % (or [●] €) as Loans (Tranche A) and [●] % (or [●] €) as Loans (Tranche B) (the amount corresponding to Loans (Tranche B) being, in any event, equal to or greater than 41 % of the total amount subject to Alternative Conditions (Loans)).

4. Declarations by the Affected Creditor

The Affected Creditor expressly declares and agrees that:

(i) it has received a full copy of the Restructuring Plan and the other relevant Restructuring Documents, has examined them and understands their content;

(ii) this Letter of Election is signed freely, in full knowledge of the facts and irrevocably;

(iii) the choices and representations contained in this Letter of Election have been made in accordance with the Restructuring Plan and will be taken into account for the purposes of implementing the restructuring measures and the New Debt Instruments; and

(iv) in the event of any conflict between this Letter of Election and the deed of accession which, where applicable, is executed in accordance with Clause10 ( Vote on the proposed Restructuring Plan and accession of Affected Creditors ) of the Restructuring Plan, the content of said deed of accession shall prevail, without prejudice to any clarifications or corrections that may be made.

And in witness whereof, the Affected Creditor signs this Letter of Election and has it notarised before the Notary of [●], [●] at the place and date indicated in the heading.

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

xxvii

...............................................................

Name: [●]

Position: [●]

On behalf of [Affected Creditor]

Contact person: [●] Address: [●] Telephone: [●] Email: [●]

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

xxviii

Annex 12 Assets and Liabilities

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

xxix

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

xxx

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

xxxi

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

xxxii

Annex 13 Individual Communications

[Intentionally omitted][Intentionally omitted]

DOCPROPERTY "Document number" \* MERGEFORMAT 3219648601

xxxiii

EX-5.2

[Translation for information purposes]

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In Madrid, on 8 April 2026.

HAVING GATHERED

On the one hand,

• WALL BOX CHARGERS, S.L.U., a company incorporated under Spanish law, with its registered office at Paseo de la Castellana, number 95, 28th floor, Madrid, and with Tax Identification Number A-66542903 (“Wallbox Chargers”). Duly represented for these purposes.
• AR ELECTRONICS SOLUTIONS, S.L.U., a company incorporated under Spanish law, with its registered office at Carrer del Foc 68, 08038 Barcelona, and Tax Identification Number B-66162413 (“AR Electronics”). Duly represented for these purposes.
• WALLBOX USA INC., a company incorporated in the United States, with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (United States) and with Tax Identification Number N02582841 (“Wallbox USA”). Duly authorised for these purposes.

Hereinafter, Wallbox Chargers, AR Electronics and Wallbox USA shall be referred to as the "Lenders".

On the other hand,

• WALLBOX N.V., a company incorporated in the Netherlands, with its registered office at Carrer del Foc 68, 08038 Barcelona and with tax identification number N-0098134J (“Wallbox NV”). Duly represented for these purposes.
• COIL INC, a company incorporated in the United States, with its registered office at 1307 Hayes Street, Suite 5, San Francisco, CA 94117 and with tax identification number N-N0401202G (“Coil”). Duly represented for these purposes.
• WALLBOX FRANCE SAS, a French company, with its registered office at Avenue des Champs-Élysées, 75008-Paris (France) and with tax identification number N-0070873E (“Wallbox France”). Duly represented for these purposes.
• ELECTROMAPS, S.L.U., a company incorporated under Spanish law, with its registered office at Carrer del Foc 68, 08038 Barcelona, and Tax Identification Number B-66513524 (“Electromaps”). Duly authorised for these purposes.

Hereinafter, Wallbox Chargers, AR Electronics, Wallbox USA, Wallbox NV, Coil, Wallbox France and Electromaps shall be referred to as the "Original Warrantors"

Furthermore,

• BANCO SANTANDER, S.A., a Spanish credit institution, with its registered office at Paseo de Pereda 9 al 12, 39004, Santander and Tax Identification Number A-39000013 (“Banco Santander”). Duly represented for these purposes.
• BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a Spanish credit institution, with its

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• registered office at Plaza de San Nicolás 4, 48005, Bilbao, and Tax Identification Number A-48265169 (“BBVA”). Duly represented for these purposes.
• CAIXABANK, S.A., a Spanish credit institution, with its registered office at Calle Pintor Sorolla 2-4, 46002, Valencia, and Tax Identification Number A-08663619 (“CaixaBank”). Duly authorised for these purposes.
• EBN BANCO DE NEGOCIOS, S.A., a Spanish credit institution, with its registered office at Paseo de Recoletos, 29, 28004, Madrid, and Tax Identification Number A-28756043 (“EBN”). Duly represented for these purposes.
• INSTITUTO DE CRÉDITO OFICIAL, E.P.E., a public body constituted as a public business entity as provided for in Articles 84, 103 et seq. of Law 40/2015 of 1 October on the Legal Regime of the Public Sector, with its registered office at Paseo del Prado, 4, 28014 Madrid and Tax Identification Number Q-2876002-C (“ICO”). Duly represented for these purposes.
• INSTITUT CATALÀ DE FINANCES, a public financial institution owned by the Government of Catalonia, with its registered office at Gran Vía de les Corts Catalanes, 635, 08010 Barcelona, and Tax Identification Number Q0801492E (“ICF”). Duly represented for these purposes.
• MORA BANC GRUP, S.A., an Andorran credit institution, with its registered office at Avenida Merixell 96, AD500, Andorra la Vella, Principality of Andorra, and with Tax Identification Number N-0431302I (“Mora Banc”). Duly represented for these purposes.
• COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E. AS MANAGER IN ITS OWN NAME AND ON BEHALF OF THE FUND FOR INVESTMENTS ABROAD, F.C.P.J. (FIEX), a Spanish credit institution with its registered office at Paseo de la Castellana, 278, 6th floor, 28046, Madrid, and with Tax Identification Number A79000663 (“Cofides”). Duly authorised for these purposes.

Hereinafter, Banco Santander, BBVA, CaixaBank, EBN, ICO, ICF, Mora Banc and Cofides, together with (subject to the provisions of Clause 16 (Accession of Non-Signatory Lending Entities)) Triodos Bank N.V.; and their respective successors under the Loan Agreements (as that term is defined below) shall be referred to as the “Lending Institutions”. Furthermore, the Lending Entities that sign this Agreement on the Signing Date shall be referred to as the “Signatory Lending Entities” and the Lending Entities that do not sign this Agreement on the Signing Date shall be referred to as the “Non-Signatory Lending Entities”.

And, on the other hand,

• PALMER AGENCY SERVICES (SPAIN), S.L.U., a company incorporated under Spanish law, with its registered office at Calle Castelló, 59, Bajo, 28001, Madrid and Tax Identification Number B56936644 (“Palmer”). It is duly represented for these purposes.

Palmer, in its capacity as agent of the Financial Parties (as that term is defined below), or the entity replacing it in that capacity in accordance with the provisions of Clause13 (Agent), shall be referred to as the “Agent”.

NOW THEREFORE

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• That Wallbox NV is the parent company of the Group (as that term is defined in Clause1.1 (Definitions)) whose business consists principally of the development and marketing of various types of smart chargers for electric vehicles.
• That, for several months, the Group has been negotiating with its main creditors and shareholders regarding the recapitalisation and comprehensive restructuring of its liabilities (the “Restructuring”), with the primary aim of ensuring its financial viability.
• That, in the context of the Restructuring negotiations:
• On 9 October 2025, the Group’s main creditors (namely Banco Santander, BBVA and CaixaBank), together with Wallbox Chargers, AR Electronics and Wallbox USA, amongst others, entered into a standstill agreement, to which EBN, ICO, ICF, Mora Banc and Cofides acceded on 7 November 2025 (the “Standstill Agreement”);
• on 22 December 2025, Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L., Am Gestio, S.L., Consilium, S.L. and Mingkiri, S.L. / Anangu, S.L. and Instruments Financiers Per A Empreses Innovadores, S.L.U. (IFEM), signed a non-binding letter of intent in favour of Wallbox NV, in which they expressed their willingness, subject to the signing of a binding investment commitment (the “Binding Investment Commitment”), to inject equity into Wallbox NV for an aggregate amount of EUR 10,000,000; and
• on 1 December 2025, Wallbox NV, Wallbox Chargers, AR Electronics and Electromaps filed with Barcelona Commercial Court No. 9 the notice of commencement of negotiations provided for in Article 585 of the Insolvency Act, with the aim of obtaining the necessary legal protection to facilitate the negotiation and approval of a restructuring plan.
• That, on this date, Wallbox Chargers, AR Electronics and Wallbox USA, together with their principal creditors, have approved a restructuring plan (the “Restructuring Plan”), in accordance with the provisions of Title III of Book Two of the Insolvency Act, the purpose of which is to establish the terms and procedure for the restructuring of the Group’s liabilities, as well as to adopt the necessary measures to ensure its viability, in accordance with the viability plan incorporated into the Restructuring Plan itself (the “Viability Plan”).
• That the Restructuring Plan affects, amongst other instruments, the loan agreements identified in the ANNEX 1 (Loan Agreements) (the “Loan Agreements”), which comprise the following types of financial instruments:
• Debt instruments entered into prior to the Signing Date (the "Loan Agreements (Old Money)").

For the purposes of this Agreement, the term "Loan Agreements (Old Money)" includes any debt instruments entered into in accordance with Clause 6.7 (Exercise of alternatives) of the Restructuring Plan for the purpose of replacing or modifying the nature of the "Affected Debt" of "Class 2" of the Restructuring Plan to convert revolving debt into term debt or a loan and thereby opt for the “Alternative Terms (Loans)” ( and as these terms are defined in the Restructuring Plan), notwithstanding that such instrument is entered into after the Signing Date.

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• New debt instruments entered into (or amounts originated) on or after the Signing Date for the purposes of:
• granting part of the “Interim Financing” (as this term is defined in the Restructuring Plan) (the “Loan Agreements (New Money)”;
• "convert into loans" the interest (or applicable financial remuneration) accrued and unpaid as at the Signing Date pursuant to:
• the Loan Agreements (Old Money) and
• the Working Capital Facilities (Old Money) (as defined in the Working Capital Framework Agreement),

in both cases, belonging to Class 2 (and to such Class 1 debt as may voluntarily be included) (the "Loan Agreements (Interest Loan-to-Value)"); and

• "securitise" part of the amount drawn down under the Working Capital Facilities (Old Money) (as defined in the Working Capital Framework Agreement) that are not guaranteed by the ICO Guarantee (the "Loan Agreements (Working Capital Securitisation)").

Given the nature and type of the Loan Agreements, and in accordance with the operational requirements of each Lending Institution, it is expressly stated that, for the purposes of documenting the transactions described in the preceding paragraph (b) , the Lending Institutions may freely choose between (1) entering into new agreements or (2) increase the principal amounts of their Loan Agreements (Old Money) (including, without limitation, by capitalising the aforementioned interest, increasing the principal, or dividing into tranches, any of their existing instruments), provided that such new instruments or new increased amounts are treated as provided for in this Agreement.

Consequently, the terms “Loan Agreements (New Money)”, “Loan Agreements (Interest Capitalisation)” and “Loan Agreements (Working Capital Capitalisation)” include both new debt instruments and increases in the amount (or new tranches) of existing debt instruments which, in both cases, are subscribed to or originated as a result of the provisions of this Agreement or the Working Capital Framework Agreement, as the case may be.

• That the Restructuring Plan provides, amongst other measures, for the standardisation of certain terms and conditions applicable to the Loan Agreements (depending on their type and Class) by applying the following treatment:
• Loan Agreements (Old Money)
• By default, all Class 1 Loan Agreements (Old Money) are subject to the “Class 1 Standard Terms” identified as such in this Agreement, including, amongst others, the following terms and conditions:
• maintenance of the financial terms of the existing debt instruments;

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• maintenance of the security interests currently securing each of said instruments (which are hereby expressly confirmed);
• application of the grace period and the remaining terms and conditions of the Class 2 Standard Conditions, other than:
• those set out in paragraphs (A) and (B) above; and
• the capitalisation of interest (or applicable financial remuneration) accrued and unpaid as at this date.
• By default, all Class 2 (Old Money) Loan Agreements are subject to the “Class 2 Standard Terms” identified as such in this Agreement, including, but not limited to, the following terms and conditions:
• the conversion into a loan of interest accrued and unpaid as at the Date of Signing under the Class 2 Loan Agreements (Old Money);
• the application of a grace period;
• the extension of their maturity date until the end of the aforementioned grace period;
• ordinary “bullet” repayment at the end of the aforementioned grace period;
• a variable interest rate payable in cash (except in certain circumstances); and
• the standardisation of other terms and conditions (such as, for example, representations, obligations and events of default).
• Notwithstanding the foregoing, all Lending Institutions are entitled to choose – on a voluntary basis – to apply the following terms and conditions (the “Alternative Terms”) to their respective Loan Agreements (Old Money):
• To classify as “Loans (Tranche A)” the amount of their “ -Affected Debt” arising from Loan Agreements (Old Money) that has not been classified as Loans (Tranche B) (and, consequently, never more than 59% of such “Affected Debt”).

Loans (Tranche A) shall be governed by the terms and conditions set out for this purpose in this Agreement, including, but not limited to:

• the capitalisation of interest accrued and unpaid as at the Signing Date under the Loan Agreements (Old Money);
• the application of a (amortisable) grace period;
• the extension of their maturity date until the end of the

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• aforementioned grace period;
• the application of a standard repayment schedule during the aforementioned grace period;
• a variable interest rate payable in cash (except in certain circumstances);
• the non-application of default interest during the term of the Grace Period Agreement; and
• the standardisation of other terms and conditions (such as, for example, representations, obligations and events of default).
• Classify at least 41% of its “Affected Debt” (as defined in the Restructuring Plan) arising from Loan Agreements (Old Money) as “Loans (Tranche B)” (the “Minimum Tranche B Percentage”). For the avoidance of doubt, the Loan Agreements (Old Money) do not include the Loan Agreements (Interest Financing) or the Loan Agreements (Working Capital Financing).

The Loans (Tranche B) shall be governed by the terms and conditions set out for this purpose in this Agreement, including, but not limited to:

• the capitalisation of interest accrued and unpaid as at the Signing Date under the Loan Agreements (Old Money):
• the application of a grace period (non-amortisable);
• the extension of their maturity date until the end of the aforementioned grace period;
• ordinary ‘bullet’ repayment at the end of the aforementioned grace period;
• a PIK interest rate;
• the non-application of default interest during the term of the Grace Period Agreement; and
• the standardisation of other terms and conditions (such as, for example, representations, obligations and events of default).
• Loan Agreements (Interest-Bearing Loans)

All Loans arising from Loan Agreements (Interest-Bearing Loans) are subject to the Alternative Terms and Conditions and classified as Loans (Tranche B).

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• Loan Agreements (Working Capital Loans)

All loans arising from loan agreements (circulating loans) are subject to the Alternative Terms and Conditions and classified as Loans (Tranche B).

• Loan Agreements (New Money)

In accordance with the Restructuring Plan, and given their nature as ‘Interim Financing’, the Loan Agreements (New Money) shall be subject to their own terms and conditions (distinct from the Standard Terms and Conditions and the Alternative Terms and Conditions) in accordance with the provisions of this Agreement, including, without limitation:

• a maturity date earlier than that of the Loan Agreements (Old Money); and
• a variable interest rate, payable in cash and higher than that of the Loan Agreements (Old Money).
• That it has been essential for the Signatory Lending Institutions to agree to enter into the Restructuring Plan and this Agreement (and, in particular, to novate the Loan Agreements on the terms set out herein):
• that, as security for the performance of the obligations arising for the Borrowers towards the Lending Institutions by virtue of the Loan Agreements, the Security Interests in the Transaction (as this term is defined in Clause1.1 (Definitions)) are provided;
• the truth and accuracy of the representations set out in Clause5.5 (Representations);
• that the guarantees, whether in the form of a surety, insurance policy or guarantee, granted by the ICO, CESCE and FEI (as these terms are defined in Clause1.1 (Definitions)) in favour of certain Lending Institutions, and which partially guarantee the amounts drawn down under certain Loan Agreements, are not in any way affected or prejudiced as a result of the signing of this framework agreement; and
• that the Non-Signatory Lending Entities accede to this framework agreement, either by expressly adhering to it or through its judicial approval.
• That, in view of the foregoing and having fulfilled all the conditions set out in Part I (Conditions Precedent or Concurrent to Signing) of‎ ANNEX 3 (Conditions Precedent) of this Agreement, the Parties, confirming the validity of the powers by virtue of which they are acting, agree to enter into this framework loan agreement (the “Agreement”), which shall be governed by the following

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CLAUSES

SECTION 1 INTERPRETATION

• DEFINITIONS AND INTERPRETATION
• Definitions

In this Agreement:

• "ABL" means ABL GmbH, a company incorporated under German law, with its registered office at Albert-Büttner-Straße 11, Offenbach am Main, 91207, Lauf/Pegnitz, registered in the Offenbach am Main register under registration number HRB 55773.
• "Reference Shareholders" means the following shareholders of Wallbox NV:

[Intentionally omitted]

• “Asset Subject to Disposal” has the meaning attributed to that term in Clause12.4 (Release of Obligors and Security Interests).
• "Working Capital Framework Agreement" means the framework agreement relating to the working capital facilities granted by a number of financial institutions to a number of Group companies, entered into on or around the Signing Date in the context of the measures set out in the Restructuring Plan.
• "Existing Framework Agreement" means the debt reorganisation framework agreement entered into on 11 November 2024 by, amongst others, the Borrowers and BBVA and Banco Santander, for the purpose of regulating certain terms common to specific long-term financing and specific bilateral working capital facilities of various kinds, pursuant to a deed executed before the Notary of Barcelona, Ms Laura Nogales Martín, under number 217 of her register; as novated pursuant to the non-extinctive novation agreement signed on 8 April 2025 by, amongst others, the Borrowers and the Signatory Lending Institutions, pursuant to a deed executed before the Notary of Barcelona, Ms Laura Nogales Martín, under number 70 of her register, and the Notary of Madrid, Mr Andrés Domínguez Nafría.
• "Affiliate" means, in relation to any entity, a Subsidiary of that entity or a Parent Company of that entity or any other Subsidiary of that Parent Company.
• "Agent" has the meaning set out in the "Parties" section of this Agreement.

"Agent for the Obligors" means Wallbox Chargers, appointed to act on behalf of and in the name of each Obligor in relation to the Financing Documents in accordance with the provisions of Clause11.1 (Appointment of the Agent for the Obligors).

• "€STR Adjustment" means:
• the adjustment value determined by the Agent, following the instructions of the Majority of Lending Institutions (or by any other Financial Party that agrees to determine the applicable rate in place of the Agent, following the instructions of the

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• Majority of Lending Institutions) on the basis of the designation, nomination or recommendation of any applicable government authority or central bank, regulator or other supervisory authority or a group thereof, or any working group or committee, or ISDA, for each EURIBOR maturity in relation to the €STR; or
• in the absence of such designation, nomination or recommendation, the median of the daily difference, positive or negative, between the EURIBOR and the €STR for the last 5 years prior to the Quotation Date.
• “Central Bank Rate Adjustment” means, in relation to the Central Bank Rate in force at the close of business on the Quotation Date, the arithmetic mean adjusted to 20 per cent (calculated by the Agent) of the Central Bank Rate Spreads for the five (5) immediately preceding TARGET Days for which the EURIBOR is available, or as determined by a legal provision, whether legislative or regulatory.
• "Capital Increase" means the capital increase in Wallbox NV for an aggregate amount of EUR 10,650,000 by Orilla Asset Management, S.L. (EUR 1,000,000), Inversiones Financieras Perseo, S.L. (an Iberdrola group company) (EUR 1,000,000), AM Gestio, S.L. (EUR 1,000,000), Consilium, S.L. (EUR 1,000,000), Mingkiri, S.L. (EUR 1,000,000), Kariega Ventures, S.L. (EUR 650,000) and Instruments Financiers per a Empreses Innovadores, S.L. Unipersonal (IFEM) (EUR 5,000,000).
• "Finance Lease" means any finance lease agreement, the payment obligations under which are treated as liabilities in accordance with the Accounting Standards.
• "Operating Lease" means any lease agreement other than a Finance Lease, under which the risks and rewards incidental to ownership of the leased asset are not substantially transferred to the lessee, and whose payment obligations are not classified as financial liabilities in accordance with the Accounting Standards.

"Financial Adviser" means FTI Consulting Spain, S.L.U.

• "Approval Order" has the meaning attributed to that term in the Restructuring Plan.

"Regulatory Authority" means:

• the United States of America;
• the United Nations;
• the European Union;
• the United Kingdom;
• the member states of the European Union; and
• the governments and official institutions or agencies of any of the preceding sub-paragraphs (a) to (e), including OFAC (Office of Foreign Assets Control), the US Department of State, and His Majesty’s Treasury.
• "Authorisation" means an authorisation, consent, approval, resolution, licence, exemption,

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• filing, registration, public disclosure, entry or registration.
• "ICO Guarantee" means any guarantee issued by the ICO under (or in accordance with) an ICO Framework Agreement.
• "Change of Control" means any operation, transaction, event or circumstance by virtue of which:
• the Reference Shareholders, jointly, cease to hold a (direct or indirect) fully voting interest of at least 50.01% in the share capital of Wallbox NV;
• Wallbox NV ceases to hold:
• a direct holding with full voting rights of 100% in the share capital of Wallbox Chargers (excluding treasury shares); or
• control (direct or indirect) of any other Obligor; or
• Wallbox Chargers ceases to hold:
• a direct holding with full voting rights of 100% in any Material Subsidiary and Wallbox USA; or
• direct or indirect control of any Material Subsidiary.
• For the purposes of this definition, “control” means holding, directly or indirectly, control of one or more other companies in accordance with Article 42 of the Commercial Code (expressly including as a result of any transaction carried out in concert through any agreement or arrangement).
• "Material Adverse Change" means any event or circumstance (or combination of events and/or circumstances) which, in the opinion of the Majority of Lending Entities:
• has or may come to have, merely through the passage of time and in relation to the Group’s financial condition, business, assets or property, a substantially adverse effect on the ability of any of the Obligors to fulfil all the obligations they have assumed towards the Lending Entities arising from any Financing Document, or
• may result, by the mere passage of time, in any of the Financing Documents becoming unlawful, invalid, ineffective or unenforceable against any of the Obligors.
• “Maximum Capex” means, in respect of any investment, the following maximum amounts:
• EUR 2,500,000 per investment transaction; and
• EUR 7,500,000 per Financial Year.
• "Letter of Accession" means a document substantially in accordance with the template set out at ANNEX 5 (Model Letter of Accession).
• "Letter of Election" has the meaning attributed to that term in the Restructuring Plan.

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• "Fee Letter" means any letter or letters executed by the Obligors’ Agent or any Original Obligor on or about the date of this Agreement setting out any of the fees relating to the Financing Documents .
• "Investment Commitment Letter" means the letter signed on or prior to the Signing Date by Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L. (an Iberdrola group company), AM Gestio, S.L., Consilium, S.L. and Anangu Grup, S.L. as shareholders, Instruments Financiers per a Empreses Innovadores, S.L. Unipersonal (IFEM), Wallbox NV as parent company and Wallbox Chargers as a company in relation to the Binding Investment Commitment.
• "Certificate of Compliance" means a certificate substantially in accordance with the template set out at ANNEX 6 (Model Certificate of Compliance).
• "CESCE" means the Compañía Española de Seguros de Crédito a la Exportación, S.A. Compañía de Seguros y Reaseguros, S.M.E., acting in its own name and on behalf of the Spanish State.
• "Classes" has the meaning attributed to that term in the Restructuring Plan.
• "Class 1" has the meaning attributed to that term in the Restructuring Plan.

"Class 2" has the meaning attributed to that term in the Restructuring Plan.

• "US Code" means the US Internal Revenue Code of 1986.
• "Civil Code" means the Civil Code approved by the Royal Decree of 24 July 1889.
• "Commercial Code" means the Commercial Code approved by the Royal Decree of 22 August 1885.
• "Confidentiality Undertaking" means a confidentiality undertaking substantially in accordance with the model recommended by the LMA or in any other form agreed between the Obligors’ Agent and the Agent.
• "Condition Precedent" has the meaning attributed to that term in Clause1.9 (Condition Precedent).
• "Alternative Conditions" has the meaning set out in the "Preamble" section of this Agreement.
• "Standard Conditions" means the Class 1 Standard Conditions and the Class 2 Standard Conditions.
• "Standard Class 1 Terms" has the meaning set out in the "Preamble" section of this Agreement.
• "Standard Class 2 Conditions" has the meaning set out in the "Definitions" section of this Agreement.

"Agreement" has the meaning set out in the "Preamble" section of this Agreement.

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"Material Commercial Contract" means any contract or document, or set of contracts or documents, entered into by one or more Group entities with one or more customers and having an annual value of EUR 1,000,000 or more (or the equivalent in another currency).

"Creditors’ Agreement" means the agreement between creditors entered into today in relation to, amongst other things, this Agreement and the Working Capital Framework Agreement (as novated, amended, consolidated or supplemented from time to time).

"Shareholders’ Bridge Loan Agreement" means the loan agreement entered into on or prior to the Signing Date by Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L. (a company of the Iberdrola group), AM Gestio, S.L., Consilium, S.L., Mingkiri, S.L. and Kariega Ventures, S.L. as lenders and Wallbox N.V. as borrower.

"ICO Financing Agreements" means any financing agreement entered into between , a Group company and a Lending Institution, in respect of which an ICO Guarantee has been issued, expressly including, without limitation, the ICO-Guaranteed Loan Agreements described in ANNEX 1 (Loan Agreements), whilst such ICO Guarantee remains in force.

"Loan Agreements" has the meaning set out in the "Preamble" section of this Agreement.

"Loan Agreements (New Money)" has the meaning set out in the "Preamble" section of this Agreement.

"Loan Agreements (Old Money)" has the meaning set out in the "Preamble" section of this Agreement.

"Loan Agreements (Circulating Loans)" has the meaning set out in the "Definitions" section of this Agreement.

"Loan Agreements (Interest-Bearing Loans)" has the meaning set out in the "Preamble" section of this Agreement.

"ICO Framework Agreements" means any framework agreement entered into between a Lending Institution and the ICO to regulate the terms and conditions of cooperation in relation to the guarantee facilities granted by the Ministry of Economic Affairs and Digital Transformation and managed by the ICO.

"Termination Costs" means, where applicable, the amount by which:

• the interest that would have accrued (excluding the Margin) in favour of a Lending Entity during the period between (i) the date of receipt of all or part of its share of the Loan and (ii) the date on which the Interest Period in force applicable to that Loan or Outstanding Amount would have ended, in the event that the principal amount or the Outstanding Amount received had been paid on the last day of that Interest Period;

exceed:

• the amount that the Lender would have obtained by depositing a sum equal to the principal of the Loan or the Outstanding Amount paid in advance with a leading

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• bank in the Relevant Interbank Market during the period between (i) the Business Day immediately following receipt of such amounts and (ii) the date on which the Interest Period applicable to the Loan or Outstanding Amount in question would have ended.
• "Cash Sweep Account" means the bank account number [***] 1034 6865 held in the name of Wallbox Chargers at [***].
• "Cash-pooling Account" means the bank account number [***] held in the name of Wallbox Chargers at [***], intended to centralise the Group’s cash-pooling outside the United States of America.
• [Intentionally omitted]

"Bank Accounts" means:

• the Cash-pooling Account;
• the Cash Sweep Account;
• [Intentionally omitted]; and
• the Operating Accounts.
• "Operating Accounts" means the bank accounts of the Group companies identified in ANNEX 12 (Operating Accounts).
• "Reiterated Representations" means each of the representations referred to in Clause5.5 (Representations).

"Affected Debt" has the meaning attributed to that term in the Restructuring Plan.

• "Business Day" means a day (other than a Saturday or Sunday) on which (i) banks are open for general business in Madrid, Barcelona and New York and (ii) is a TARGET Day.
• "TARGET Day" means any day on which T2 is open for the settlement and clearing of payments in Euros.

"Central Bank Rate Spreads" means the difference (expressed as an annual percentage rate) calculated by the Agent between:

• the EURIBOR for that TARGET Day; and

(b) the Central Bank Rate in force at the close of business on that TARGET Day.

• "Distribution" means the making of (or entering into of any agreement in relation to):
• the declaration, payment or distribution of any dividend, charge, commission or any other distribution (or interest on the unpaid amount of any dividend, charge, commission or any other distribution) (in cash or in kind) on or in respect of its share capital (or any class of its share capital);

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• the repayment or distribution of any dividend, share premium or reserve;
• the redemption, repurchase, reduction or repayment of its share capital or the approval to carry out such actions;
• the ordinary or early repayment of any amount due in respect of principal or capitalised interest under, or the payment or settlement of any interest, commission or charge accrued or due under, any form of indebtedness, to any of its direct or indirect shareholders;
• the granting of a loan or credit facility to any of its direct or indirect shareholders, other than Permitted Indebtedness;
• the payment of any management, advisory or other fees to, or for the benefit of, its direct or indirect shareholders; or
• any payment or transfer of funds by any means and for any purpose in favour of any direct or indirect shareholder.
• "Security Documents" means:
• the documents pursuant to which the Security Interests in the Transaction are created;
• any document under which any type of security interest (other than a personal guarantee) is created to secure any obligation arising from any Global Financing Document, regardless of the applicable law and the nature of such security interest;
• any irrevocable power of attorney associated with the Security Interests in the Transaction; and
• any other document designated as such by the Agent and the Obligors’ Agent.
• "Financing Documents" means:
• this Agreement;
• the Loan Agreements;
• any Security Document;
• any Letter of Commission;
• [Intentionally omitted]
• the Agreement between Creditors;
• any Letter of Accession;
• any Letter of Election; and

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• any other document designated as such by the Agent and the Obligors’ Agent.
• “Global Financing Documents” means:
• the Financing Documents;
• the "Financing Documents" under the Revolving Credit Facility Agreement; and
• the New Money (together with any ancillary or supplementary documents thereto).
• "Financial Year" means the Group’s annual accounting period ending on 31 December of each year.
• "Permitted Disposal" means the sale, disposal, transfer or alienation (by any means) of:

[Intentionally omitted]

• "Existing Indebtedness" means the Financial Indebtedness described in ANNEX 7 (Existing Indebtedness).
• "Financial Indebtedness" means any indebtedness arising from:
• amounts drawn down under any loan or credit facility;
• amounts drawn down under any contract for the issuance of guarantees and counter-guarantees (including amounts to be repaid under any such contract, without double counting);
• amounts corresponding to the acceptance of bills of exchange or other negotiable instruments by a third party (regardless of their form), except those delivered to suppliers in connection, exclusively, with payment obligations arising from commercial transactions carried out in the ordinary course of the business of the company in question;
• amounts obtained from the issue of debentures, bonds, promissory notes or any similar instrument, except those paid to suppliers in connection, exclusively, with payment obligations arising from commercial transactions carried out in the ordinary course of the business of the company in question;
• amounts due under finance leases;
• amounts due under hedging transactions;
• amounts received as a result of the assignment or discounting of receipts, commercial bills and other credit rights (unless such assignment is made without recourse) reflected as debt in the Group’s audited consolidated financial statements. Non-recourse factoring and promissory notes that do not generate financial costs are expressly excluded from the definition of Financial Debt;

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• amounts obtained under the issue of redeemable shares (unless they are redeemable at the issuer’s option) prior to the Cancellation Date or are classified as liabilities in accordance with the Accounting Standards;
• the amount of any liability assumed under a deferred payment arrangement (whether under purchase agreements or otherwise) recognised as a liability in the Group’s audited consolidated financial statements; and
• amounts received under any other transaction that has the commercial effect of a loan or is treated as a liability in accordance with the Accounting Standards, excluding transactions with suppliers.
• "Permitted Indebtedness" means Financial Indebtedness:
• incurred under:
• the Global Financing Documents ;
• Existing Debt, up to the amounts and maturity dates set out in ANNEX 7 (Existing Debt); and
• the Shareholders’ Bridge Loan Agreement, solely until the earlier of the following dates:
• the date on which two months have elapsed from the Effective Date; and
• the date of the Capital Increase;
• incurred by any Group company in the ordinary course of its business under Operating Leases of vehicles, plant, equipment or computers, provided that the aggregate annual expenditure arising from such Operating Leases does not exceed an aggregate maximum of EUR 6,000,000 per annum for the Group as a whole;
• granted by any Obligor in favour of another Obligor (other than Wallbox NV), provided that:
• it is governed by Spanish common law;
• within ten (10) days of its execution:
• the document formalising the transaction is provided to the Agent (in a sufficient number of copies for all Lending Institutions); and
• a Security Interest in the Transaction is granted over the credit rights arising therefrom in favour of the relevant Obligor, on terms satisfactory to the Agent; and
• its parties are parties to the Agreement between Creditors;
• granted by Wallbox Chargers in favour of Wallbox NV, provided that:

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• it is governed by Spanish common law;
• within ten (10) days of its execution:
• the document formalising it is provided to the Agent (in a sufficient number of copies for all Lending Entities); and
• a Security Interest in the Transaction is granted over the credit rights arising therefrom in favour of the relevant Obligor, on terms satisfactory to the Agent; and
• its parties are parties to the Intercreditor Agreement;
• granted by any Obligor other than Wallbox NV in favour of another Group company that is neither an Obligor nor an ABL, provided that:
• it is governed by Spanish common law;
• the total aggregate amount of debt granted by Obligors other than Wallbox NV in favour of Group companies that are neither Obligors nor ABL at any given time does not exceed EUR 2,800,000;
• within ten (10) days of its execution:
• the document formalising the transaction is provided to the Agent (in a sufficient number of copies for all Lending Institutions); and
• a Security Interest in the Transaction is granted over the credit rights arising therefrom in favour of the relevant Obligor, on terms satisfactory to the Agent; and
• the parties thereto are parties to the Intercreditor Agreement;
• granted by any Group company that is neither an Obligor nor ABL to any Group company that is neither Wallbox NV nor ABL, provided that:
• is governed by Spanish civil law;
• within ten (10) days of its execution:
• the document formalising the transaction is provided to the Agent (in a sufficient number of copies for all Lending Entities); and
• a Security Interest in the Transaction is granted over the credit rights arising therefrom in favour of the relevant Group company, on terms satisfactory to the Agent; and
• its parties are parties to the Inter-Creditor Agreement; and
• incurred with the prior consent of the Majority of Lending Institutions.
• "ICO-Guaranteed Lending Institution" means any Lending Institution which, at any time,

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• is a party to an ICO Financing Agreement.
• "Existing Lending Entity" has the meaning attributed to that term in Clause5.10 (Assignment).
• "Lending Entities" has the meaning set out in the "Collectively" section of this Agreement.
• "Lending Entities (Alternative)" means the Lending Entities that have (voluntarily) opted for the Alternative Terms by virtue of their signing of this Agreement or their Letter of Election (as the case may be).

"Non-Signatory Lending Institutions" has the meaning set out in the "Collectively" section of this Agreement.

"Signatory Lending Entities" has the meaning set out in the "Collectively" section of this Agreement.

"Non-CESCE/SETT Scenario" has the meaning set out in the definition of "Margin".

• "Financial Statements" means:
• in relation to Wallbox NV, the Group’s audited consolidated financial statements for each Financial Year; and
• in relation to each Obligor, the financial statements (which must be audited for those companies required to have them audited) for each Financial Year.
• "Original Financial Statements" means:
• in relation to Wallbox NV, the Group’s audited consolidated financial statements for the Financial Year ended 31 December 2024; and
• in relation to each Obligor, the Financial Statements (which must be audited if such company is required to have them audited) for the Financial Year ended 31 December 2024.

"EURIBOR" means the Euro Interbank Offered Rate ( ) quoted on the eurozone interbank market and provided by the European Money Markets Institute (EMMI) (or any other entity that may subsequently take over the administration of that rate) for the relevant period, as displayed on the EURIBOR01 page of the LSEG Data & Analytics screen , , on the understanding that, should that page or service cease to be available, the Agent may specify, after consultation with the Obligors’ Agent, another page or service displaying the relevant rate .

"Historical EURIBOR" means the most recent applicable EURIBOR for a term equal to the Interest Period and corresponding to a day no earlier than the second Business Day prior to the relevant Quotation Date.

"Interpolated Historical EURIBOR" means the rate resulting from the linear interpolation of:

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• the most recent applicable EURIBOR for the longest period (for which the EURIBOR is available) that is shorter than the relevant Interest Period; and
• the most recent applicable EURIBOR for the shortest period (for which EURIBOR is available) exceeding the relevant Interest Period,

each of which corresponds to a day no earlier than 2 days prior to the Quotation Date.

"Interpolated EURIBOR" means the rate resulting from the linear interpolation of:

• the applicable EURIBOR for the longest period (for which a EURIBOR is available) that is shorter than the relevant Interest Period; and
• the applicable EURIBOR for the shortest period (for which EURIBOR is available) exceeding the relevant Interest Period,

each of them corresponding to 11:00 a.m. (Brussels time) on the Quotation Date.

• "FATCA" means:
• sections 1471 to 1474 of the US Code or any regulations relating thereto;
• any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in any such case) facilitates the implementation of any law or regulation referred to in (a) above; and
• any agreement reached as a result of the implementation of any treaty, law or regulation referred to in sections (a) and (b) above with the US Internal Revenue Service, the Government of the United States of America or any governmental or tax authority in any other jurisdiction.
• "FATCA Effective Date" means:
• in relation to a "withholding-subject payment" as described in section 1473(1)(A)(i) of the US Code (relating to interest payments and other payments from US sources), 1 July 2014; or
• in relation to a third-party payment (“passthru payment”) as described in section 1471(d)(7) of the US Code that is not covered by the “” provision above, the first date from which the relevant payment may become subject to a deduction or withholding required by FATCA.
• "Termination Date" means the date on which all amounts due (for all purposes) by the Obligors under, or in connection with, all the Financing Documents have been paid in full and there are no outstanding amounts payable or obligations outstanding under any Financing Document.
• "Quotation Date" means, in relation to any period for which an interest rate is to be determined, two TARGET Days prior to the first day of that period, unless market practice differs in the Relevant Interbank Market for a particular currency, in which case the

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• Quotation Date for that currency shall be determined by the Agent in accordance with such practice (and where quotes are customarily provided by leading banks in the Relevant Interbank Market on more than one day, the Quotation Date shall be the last of such days).
• “Effective Date” ( ) has the meaning attributed to that term in the Restructuring Plan ( ).

"Option Exercise Closing Date" has the meaning attributed to that term in the Restructuring Plan.

"Signing Date" means the date of signing of this Agreement.

• "Maturity Date" means 31 December 2030.
• "Maturity Date (New Money)" means, at any time, the applicable date from among the following, in accordance with the provisions of this Agreement:
• the Initial Maturity Date (New Money); and
• the Final Maturity Date (New Money).
• "Final Maturity Date (New Money)" means 31 December 2029.

"Initial Maturity Date (New Money)" means 27 November 2026.

"EIF" means the European Investment Fund.

• "Subsidiary" means, in relation to a company, any company that is controlled, directly or indirectly, within the meaning of Article 42 of the Commercial Code, by that company.

[Intentionally omitted]

• "Material Subsidiary" means, at any given time, any company wholly owned (whether directly or indirectly) by Wallbox NV and whose total assets and total revenue, as per its latest approved separate balance sheet, exceed 5% of the total assets and total revenue of the Group’s latest consolidated balance sheet, calculated in accordance with the latest audited consolidated financial statements.
• "Guarantor" means an Original Guarantor or an Additional Guarantor.
• "Additional Guarantor" means an entity that becomes an Additional Guarantor in accordance with Clause11 (Changes to the Obligors).

"Original Guarantor" has the meaning set out in the "Parties" section of this Agreement.

"Exiting Guarantor" has the meaning attributed to that term in Clause10.6 (Loss of Guarantor Status).

"FEI Guarantee" means any guarantee issued by the FEI in connection with any Loan Agreement in favour of any Lending Entity.

• "Security Interest" means any mortgage, pledge (with or without delivery), charge, lien,

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• warrant or other security interest (other than a personal guarantee) or agreement having similar effect (including, without limitation, any trust), as well as any undertaking to create and grant any of the foregoing.
• "Personal Guarantees" means the personal guarantees provided as security for the obligations assumed by any Obligor under the Financing Documents, including, amongst others, the joint and several guarantee on first demand granted pursuant to Clause10 (Guarantee on First Demand).
• "Existing Personal Guarantees" means the personal guarantees described in ANNEX 8 (Existing Personal Guarantees).
• "Permitted Personal Guarantees" means:
• the Personal Guarantees;
• the personal guarantees provided as security for the obligations assumed by any Obligor under the Global Financing Documents;

(c) any similar undertaking or guarantee securing performance by one member of the Group to another member of the Group under any contract entered into in the ordinary course of business (other than in connection with Financial Indebtedness); and

(d) Existing Personal Guarantees.

• "Security Interests in the Transaction" means the Security Interests provided or to be provided to secure the obligations assumed by any Obligor under the Financing Documents, including, without limitation:
• the Security Interests identified in ANNEX 4 (Security Interests of the Transaction); and
• any other Security Interest that may be granted in the future.
• "Existing Security Interests" means the Security Interests described in ANNEX 9 (Existing Security Interests).
• "Permitted Security Interests" means:
• the Security Interests in the Transaction;
• Security Interests provided or to be provided as security for the obligations arising from any Global Financing Document;
• the Existing Security Interests; and
• Security Interests arising by operation of law.
• "Extraordinary Expenses" means any exceptional, one-off, non-recurring or extraordinary expense, including those arising from:

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• the restructuring of an entity’s operations or workforce and the reversal of any provision for restructuring costs;
• disposals, depreciation, amortisation, changes in provisions or impairment of current and non-current assets, or any reversal of any depreciation or impairment;
• disposals of assets associated with discontinued operations;
• fines, penalties, sanctions and expenses arising from claims affecting the Group’s operations that are covered by insurance policies; and
• any judicial or extrajudicial proceedings (including arbitration).
• "Costs and Charges" has the meaning attributed to that term in Clause9 (Costs and Charges).
• "Group" means Wallbox NV and all its Subsidiaries.

"Net Proceeds of the Disposal" has the meaning set out in the definition of "Permitted Disposal".

"Redistributed Amount" has the meaning attributed to that term in Clause15 (Redistribution of payments).

"Tax" means any tax, levy, duty, tariff or other charge or withholding of a similar nature (including any penalty or interest for late payment accrued in connection with any default or delay in payment thereof).

• ""Default" means an Event of Default, or any other event or circumstance, provided for in (Events of Default) which (upon the expiry of any applicable grace period, the giving of any notice, the making of any determination under the Financing Documents or any combination of any of these events) would constitute an Event of Default.
• "Confidential Information" means all information relating to any Obligor, the Group or the Financing Documents, of which a particular Financial Party becomes aware in its capacity as, or for the purpose of becoming, a Financial Party, or which is received by a Financial Party in connection with, or for the purpose of becoming, a Financial Party under, the Financing Documents through:
• any member of the Group or any of its advisers; or
• another Financial Party, if the information was obtained by that Financial Party, directly or indirectly, from another member of the Group or any of its advisers,

in any format, including verbal information and any document, electronic file or any other medium of representation or recording of information containing, derived from or copied from such information, but excluding information which:

• is or becomes public information for any reason other than a direct or indirect breach by such Financial Party of the terms set out in Clause25 (Confidentiality); or

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• at the time of disclosure, is identified in writing as non-confidential by a member of the Group or any of its advisers; or
• is known to such Financial Party prior to the date on which the information is disclosed to it in accordance with the provisions of sections (a) or (b) above, or has been lawfully obtained by such Financial Party after that date from a source which, to the best of that Financial Party’s knowledge and belief, is not connected to the Group and, in both cases, to the best of the Financial Party’s knowledge, has not been obtained in breach of, and is not otherwise subject to, a duty of confidentiality.
• "PIK Interest (Non-CESCE/SETT Scenario)" has the meaning attributed to that term in Clause3.7 (Interest (Old Money)).
• "Interest in Kind" has the meaning attributed to that term in Clause3.7 (Interest (Old Money)).
• "Insolvency Act" means the consolidated text of the Insolvency Act, approved by Royal Legislative Decree 1/2020 of 5 May.
• "Civil Procedure Act" means Act 1/2000 of 7 January on Civil Procedure.

"Companies Act" means the consolidated text of the Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July.

• "Sanctions List" means the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, the Consolidated List of Financial Sanctions and the List of Sanctioned Investors maintained by Her Majesty’s Treasury (United Kingdom) or any similar public list maintained by or the public announcement of any Sanction made by any Sanctioning Authority, as publicly updated from time to time.
• "LMA" means the "Loan Market Association".
• [Intentionally omitted]
• [Intentionally omitted]

“Margin” means, for each period, the corresponding annual margin, as set out below (subject to the exception provided for in the following paragraph):

Period	Margin (annual)
From the Signing Date until 30 June 2027	0.50%
From 1 July 2027 to 31 December 2028	2.00%
From 1 January 2029 onwards	3.00%

• In exceptional circumstances, if by 30 September 2026:

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• the New Money has not been subscribed; and
• the Spanish Society for Technological Transformation, E.P.E. (SETT) has not subscribed to the Capital Increase,
• (the “No CESCE/SETT Scenario”) the Margin for each period shall be as set out below:

Period	Margin (annual)
From 1 January 2028 to 31 December 2028	2.00%
From 1 January 2029 onwards	3.00%

• "Majority of Lending Institutions" means the group of Lending Institutions whose share of the outstanding amount under the Loans represents at least 66.67%.
• "ICO Regulations" means any regulations, rules, clauses, notes, contracts or terms applicable to the ICO Guarantees.
• "New Lending Institution" has the meaning attributed to that term in Clause5.10 (Assignment).
• "New Money" has the meaning attributed to that term in the Restructuring Plan.
• "Corporate Purpose" is the specific purpose of a company, as it generally consists of the specific activity that will enable the generation of profits and the sector or economic branch in which it will be carried out.
• "Obligor" means an Original Obligor and an Additional Obligor.

"Additional Obligor" means an Additional Guarantor.

"Original Obligor" means a Borrower or an Original Guarantor.

"Obligor subject to Disposal" has the meaning attributed to that term in Clause12.4 (Release of Obligors and Security Interests).

• "Financing Office" means:
• in relation to a Lending Institution, the office or offices notified by such Lending Institution to the Agent in writing on or before the date on which it becomes a Lending Institution (or, after such date, by giving at least five (5) Business Days’ prior written notice) as the office or offices through which it will perform its obligations under this Agreement; or
• in relation to any other Financial Party, the office of the jurisdiction in which it is resident for tax purposes.
• "Relevant Nominating Body" means any central bank, regulator or other supervisory authority, or a group comprising several of the same, or any working group or committee promoted or chaired by, or formed at the request of, any of the same or the Financial

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• Stability Board.
• "Distributable Payment" has the meaning attributed to that term in Clause15 .

"Sanctioned Country" means a country or territory that is, or whose Government is, subject to or the subject of Sanctions, including, without limitation, Iran, North Korea, Russia, Sudan, South Sudan and Syria.

“Permitted Payments” means cash payments:

• arising from any remuneration or payment for administrative expenses (management, salaries, share option schemes, “RSU” schemes or employee share purchase schemes or warrants or payments of a nature similar to those indicated above to any shareholder, director (or observer on the board of directors), employee or director of the Obligors (including the Group’s Chief Executive Officer and/or Chief Financial Officer) and/or to any beneficiary of any share option scheme, “RSU” scheme or employee share purchase scheme or service providers (treated as employees) or warrants of the Group;
• between Wallbox Chargers and Wallbox NV in respect of salaries or remuneration of directors (or observers to the board of directors), audit and legal services (including notary and registration fees), insurance, taxes, financial interest, management expenses relating to the costs incurred by Wallbox Chargers for staff providing services to Wallbox NV, and regulatory expenses arising from Wallbox NV’s status as a listed company (including costs associated with disclosure and regulatory compliance obligations, auditing, legal and financial advice, and listing fees); and
• incurred between Group companies in accordance with the Intercreditor Agreement.
• "Party" means each party to this Agreement.
• "FATCA-Exempt Party" means a Party entitled to receive payments free of any FATCA Withholding.
• "Financial Party" means the Agent or a Lending Entity.

"Receiving Financial Party" has the meaning attributed to that term in Clause15 (Redistribution of payments).

15"Distributing Financial Parties" has the meaning attributed to that term in Clause (Redistribution of payments).

"Restricted Party" means a person:

• who is, is owned by, or is controlled by, directly or indirectly, a person appearing on a Sanctions List or who is otherwise subject to Sanctions;
• that is established in, or is resident in, or conducts business in, or operates in, or is incorporated under the laws of, a Sanctioned Country;

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• who is acting on behalf of any of the persons listed in the sections (a) and (b) above; or
• with whom any other person or any Financial Party is prohibited, pursuant to any Sanction, from conducting business or otherwise engaging in any transaction.
• "Term of Membership" means the period of time between (both inclusive):
• the Signing Date; and
• the Option Exercise Closing Date.
• "Interest Period" means, in relation to each Loan, each period determined in accordance with Clause5.1 (c) (Interest Periods) and, in relation to an Outstanding Amount, each period determined in accordance with Clause5.1 (a) (Default Interest).

"Alternative Interest Period" means one (1) month.

"Environmental Permits" means any permit, licence, consent, authorisation, approval, report or assessment required under Environmental Regulations and necessary for the conduct of the business of an Obligor or any Group company.

"Monitoring Plan" means the document prepared by the Financial Adviser on a quarterly basis, the principal terms and scope of which are attached as ANNEX 11 (Monitoring Plan).

"Restructuring Plan" has the meaning set out in the "Preamble" section of this Agreement.

• "CESCE Policy" means any insurance policy issued by CESCE in relation to any Loan Agreement in favour of any Lending Entity, comprising its general and specific terms and conditions, as well as any supplementary terms and conditions that may be agreed subsequently.

"Minimum Percentage Tranche B" has the meaning set out in the "Preamble" section of this Agreement.

"Loan" means (i) a loan disbursed under a Loan Agreement; or (ii) the outstanding principal amount, at any time, in respect of such loan.

• "Loan (Alternative Terms)" means the Loans (Tranche A) and the Loans (Tranche B).

"Loan (Standard Terms)" means a Loan granted under a Loan Agreement (Old Money) to which the Alternative Terms do not apply and which is therefore subject to the Standard Terms in accordance with the provisions of this Agreement, and which is identified as such at ANNEX 1 (Loan Agreements).

"Loan (New Money)" means a Loan granted under a Loan Agreement (New Money).

• "Loan (Old Money)" means a Loan granted under a Loan Agreement (Old Money).
• "Loan (Tranche A)" means a Loan (Old Money) (or part of a Loan (Old Money)) to which the relevant Lending Entity has chosen to apply the Alternative Terms and Conditions and

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• designate as a "Tranche A Loan" in accordance with the provisions of this Agreement. Loans (Tranche A) are identified in ANNEX 1 (Loan Agreements).
• “Loan (B)” means a Loan (Old Money) (or part of a Loan (Old Money)) to which the relevant Lending Entity has chosen to apply the Alternative Terms and Conditions and to classify it as a “Tranche B Loan” in accordance with the provisions of this Agreement. Loans (Tranche B) are identified in ANNEX 1 (Loan Agreements).

"Borrowers" has the meaning set out in the "Parties" section of this Agreement.

• "Accounting Principles" means the accounting principles generally accepted in Spain, excluding the application of IFRS 16 (Leases) and any other standard introducing an equivalent treatment of operating leases.

"Industrial/Intellectual Property" means:

• any patent, trade mark, service mark, design, trade name, copyright, database right, design right, domain name, moral right, invention, trade secret, software, confidential information, know-how and other industrial or intellectual property rights and interests (whether existing now or in the future), whether registered or unregistered; and
• the benefit of all applications and rights to use such assets of each Obligor (whether existing now or in the future).

"Obligors’ Coverage Ratio” means the ratio (expressed as a percentage) resulting from dividing:

• the sum of the Obligors’ total assets and revenue, as per their latest approved individual balance sheets , by
• the Group’s total assets and income, as per the Group’s latest audited consolidated balance sheet .

For the purposes of calculating the Obligors’ Coverage Ratio, the assets and income of any Group company whose share capital is not wholly owned by another Group company shall be calculated in proportion to the aforementioned percentage of shareholding owned by a Group company.

"Environmental Claim" means any claim, action or proceeding relating to Environmental Regulations.

• "Blocking Regulation" means Council Regulation (EC) No 2271/96 of 22 November 1996 on protection against the effects of the extraterritorial application of legislation adopted by a third country, and against actions based on or resulting from such legislation.
• "Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.
• "FATCA Withholding" means any deduction or withholding in respect of a payment made under the Financing Documents required by FATCA.

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• "Tax Withholding" means a deduction or withholding of tax on account of Taxes made on any payment under the Financing Documents, other than a FATCA Withholding.
• "Sanctions" means any economic or financial sanctions, regulations, trade embargoes or other restrictive measures imposed, administered, enacted or enforced from time to time by any Sanctioning Authority.
• "Operational Systems" has the meaning attributed to that term in Clause23 (Operational Incidents).
• "Parent Company" means, in relation to a particular company, any other company of which that company is a Subsidiary.

"Outstanding Amount" means any amount due and payable but unpaid by an Obligor under the Financing Documents.

• "Event of Default" means any event or circumstance specified as such in ANNEX 16 (Events of Default).
• "Disruption Event" means any of the following circumstances (or, where applicable, both):
• a material disruption to the payment or communications systems or to those financial markets that are required to be functioning normally for the purposes of making payments in connection with the Loan Agreements (or, in other case, for the purposes of carrying out the transactions contemplated in the Financing Documents) where the disruption has not been caused by, and is beyond the control of, any of the Parties; or
• the occurrence of any event resulting in a disruption (whether technical or relating to technological systems) to a Party’s treasury operations or payments, preventing that Party, or any other Party, from:
• fulfilling its payment obligations under the Financing Documents; or
• communicate with other Parties in accordance with the terms of the Financing Documents,

and which (in either case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Market Disruption Event" means that prior to the close of markets in Madrid on the Quotation Date corresponding to the relevant Interest Period, the Agent receives a notification from one or more Lending Entities (whose participation in such Loan exceeds 30% thereof) indicating that the cost of obtaining funds in the Relevant Interbank Market would exceed the Reference Rate.

• "T2" means the real-time payment clearing and settlement system operated by the Eurosystem, or any system succeeding it.
• "Group Treasury" means the aggregate amount of cash and cash equivalents as per accounts 57 of the Spanish General Accounting Plan, excluding any restricted cash, escrow

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• accounts pledged in favour of third parties, cash pledged in favour of a bank and similar items, calculated on a consolidated basis.

"Reference Rate" means:

• the applicable EURIBOR at 11:00 a.m. (Brussels time) for a period equal to the relevant Interest Period; or
• the rate determined in accordance with Clause 5.1(d)(i) (Absence of EURIBOR),

(on the understanding that, if the reference rate is negative, it shall be deemed to be zero), plus any tax or surcharge that is or may in future be levied on this type of transaction, plus brokerage fees or any other customary expenses arising from the raising of funds or any other applicable expenses.

"Central Bank Rate" means the daily interest rate for deposits by financial institutions in the Participating Member States determined by the Monetary Policy Committee of the European Central Bank and published on its website or any other website that may replace it in the future.

"€STR" means the short-term interest rate in euros known as "€STR", administered by the European Central Bank (or any other entity that may in future be responsible for the administration of that rate) and published by the European Money Markets Institute (EMMI) (or any other entity that may in future be responsible for the publication of that rate) .

"Interpolated €STR" means the rate resulting from the linear interpolation of:

• the €STR applicable to the longest period (for which the €STR is available) that is shorter than the relevant Interest Period; and
• the €STR applicable to the shortest period (for which the €STR is available) that exceeds the relevant Interest Period,

each corresponding to 11:00 a.m. (Brussels time) on the Quotation Date.

• Interpretation
• Unless otherwise stated, references made in this Agreement to:
• the “Agent”, any “Financial Party”, any “Lending Entity”, any “Borrower”, any “Obligor” and any “Party” shall be construed as including their successors and permitted assigns of their rights and/or obligations under the Financing Documents;
• "assets" includes property, income and rights of any kind, present and future;
• a “Financing Document” or any other contract or document shall be deemed to refer to the document in question as amended, novated, supplemented, extended or consolidated;

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• a "group of Lending Entities" includes all Lending Entities;
• "indebtedness" includes any obligation (principal or ancillary) to pay or repay money, present or future, existing or contingent, or guarantees (of any kind) given by the company in question;
• "person" includes any individual, firm, partnership, company, government, state, public authority, public body or agency, and any association, trust, joint venture, consortium, partnership or any other entity (whether or not it has its own legal personality);
• "regulation" or "rule" includes any law, rule, regulation, provision, by-law, circular, order, official guideline, request or guidance (whether or not binding) issued by any governmental, administrative, national, intergovernmental or supranational body, agency or department, or by any regulatory, self-regulatory or third-party regulatory body, or by any other authority;
• “to the best of their knowledge and belief” shall apply solely in respect of the specific fact to which it refers and shall encompass not only the actual knowledge that the Obligated Parties have of the relevant fact, but also the knowledge they ought to have after having carried out the examination or enquiry that may objectively be expected of a prudent and diligent businessperson in the Obligated Parties’ sector of activity (as applicable);
• a statutory provision refers to that provision as amended, modified or consolidated; and
• a reference to a time refers to the time in Madrid.
• The headings of the Sections, Clauses and Annexes are included solely for ease of reference.
• Any term used in this Agreement in the masculine form shall be deemed to include the same term in the feminine form and vice versa. Any term used in this Agreement in the singular form shall be deemed to include the same term in the plural form and vice versa.
• Unless otherwise stated, terms used in any other Financing Document or in any notices given under or in connection with any Financing Document shall have the meaning assigned to them in this Agreement.
• An Event of Default (other than an Event of Default) shall be deemed to “continue” if it has not been remedied or waived, and, in turn, an Event of Default shall be deemed to “continue” if it has not been remedied or waived.
• Unless expressly stated otherwise, the terms used in any other Financing Document, as well as in any communications or notices given by any Party in relation to this Agreement and any other Financing Document, shall have the meaning attributed to them in this Agreement.

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• Calculation of Time Limits

The definitions contained in this Clause1.3 (Calculation of Time Periods) (together with the definition of “Business Day”), unless otherwise stated, shall apply to the calculation of the time periods set out in the Financing Documents.

• "year" or "annual" means the period from a specific Day to the Day bearing the same number in the twelfth (12th) month following, unless there is no Day bearing the same number in that month, in which case this period shall end on the last Day of the twelfth (12th) month following.
• "Day" or "day" or "calendar day" means each day of the Gregorian calendar. In the case of periods stipulated in Days or days, these shall be understood to mean calendar days, unless otherwise specified .
• "Time" means Madrid time, unless otherwise stated.
• "Month" or "month" means any period commencing on a specific day of a calendar month and ending on the numerically equivalent day of the following calendar month, on the understanding that:
• if the corresponding numerically equivalent day is not a Business Day, such period shall end on the next Business Day within that calendar month in which the period ends, if any, or, failing that, on the immediately preceding Business Day; and
• if there is no numerically equivalent day within the calendar month in which such period is to end, the period shall end on the last Business Day of that calendar month.

The above rules shall apply only to the last Month of any period.

• "half-year" means the period between a specific Day and the Day with the same number in the sixth (6th) month following, unless there is no Day with the same number in that sixth (6th) month, in which case this period shall end on the last Day of the sixth (6th) month following.
• Currency symbols and definitions

"EUR" and "Euro" means the single currency of the Participating Member States.

• CESCE Policies
• Notwithstanding any provision to the contrary contained in any Financing Document, nothing in any Financing Document shall oblige a Financial Party to act or refrain from acting in a manner inconsistent with any requirement or instruction of CESCE under, or in connection with, any CESCE Policy and, in particular, each Financial Party:
• shall be authorised to take all measures it deems necessary to ensure compliance with all CESCE requirements under, or in connection with, any CESCE Policy;

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• shall not be obliged to take any action which, in its reasonable opinion, might result in a breach of any requirement or instruction of CESCE under, or in connection with, any CESCE Policy; and
• shall be obliged to follow CESCE’s instructions. Each Party agrees that no Financial Party shall be liable to the other Parties for complying with such instructions.
• Nothing in this Clause1.5 (CESCE Policies) shall affect the obligations of any Obligor under the Financing Documents.
• If, in the opinion of any of the Financial Parties (acting reasonably), there are terms in any Financing Document that contradict or conflict with any provision of a CESCE Policy, such that compliance by that Financial Party with the terms of the said CESCE Policy may result in a breach by it of the terms of that Financing Document, that Financial Party shall notify the other Parties.
• The Parties agree that the terms of the relevant Financing Document shall be amended or supplemented to the extent necessary (at the expense of the Obligors) so that compliance by that Financial Party with the terms of the CESCE Policy does not constitute a breach of the terms of the relevant Financing Document.
• In the event of any conflict or contradiction between the terms of any Financing Document and a CESCE Policy, the terms of the CESCE Policy shall prevail.
• The Obligors undertake to:
• provide the Lending Institution, upon request, as soon as possible, with a copy of any documentation required by CESCE or the Lending Institution to comply with any CESCE Policy; and
• take any action required by CESCE or a Lending Institution to comply with any CESCE Policy.
• ICO Regulations
• Notwithstanding any provision to the contrary contained in any Financing Document, nothing in any Financing Document shall oblige a Financial Party to act or refrain from acting in contravention of the ICO Regulations or in any other manner that may result in the impairment or loss of an ICO Guarantee and, in particular, each Financial Party:
• shall be authorised to take all measures it deems necessary to ensure compliance with the ICO Regulations and the preservation of its ICO Guarantees; and
• shall not be obliged to do anything which, in its reasonable opinion, might result in a breach of the ICO Regulations and the preservation of its ICO Guarantees.

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• Nothing in this Clause1.6 (ICO Regulations) shall affect the obligations of any Obligor under the Financing Documents.
• If, in the opinion of any of the Financial Parties (acting reasonably), there are terms in any Financing Document that contradict or conflict with the ICO Regulations, such that compliance by that Financial Party with the ICO Regulations may result in a breach by it of the terms of that Financing Document, that Financial Party shall notify the other Parties.
• The Parties agree that the terms of the relevant Financing Document shall be amended or supplemented to the extent necessary (at the Obligors’ expense) so that compliance by that Financial Party with the ICO Regulations does not constitute a breach of the terms of the relevant Financing Document.
• The Obligors undertake to:
• provide the Lending Institution, upon request, as soon as possible, with a copy of any documentation required by the ICO or the Lending Institution to comply with the ICO Regulations; and
• to carry out any action required by the ICO or a Lending Institution in order to comply with ICO regulations.
• With regard to the Signatory Lending Institutions party to Loan Agreements with an ICO Guarantee, it is hereby recorded that:
• the Signatory Lending Institutions, in respect of the portion of their affected loans that do not have an ICO Guarantee, have voted in favour of the Restructuring Plan, by signing before a Notary on the Signing Date;
• the Signatory Lending Institutions, in respect of the portion of their affected loans that are covered by an ICO Guarantee, have voted against the approval of the Restructuring Plan; and
• the Signatory Lending Institutions holding claims covered by an ICO Guarantee cast their vote, in relation to such claims, separately, such that they cast two (2) votes: one against the claims covered by an ICO Guarantee, and the other in favour of their remaining affected claims, thereby approving the Restructuring Plan solely with the corresponding percentage of their affected claims that are not covered by an ICO Guarantee.
• FEI Guarantees
• Notwithstanding any provision to the contrary contained in any Financing Document, nothing in any Financing Document shall oblige a Financial Party to act or refrain from acting in a manner inconsistent with any requirement or instruction of the FEI under, or in connection with, any FEI Guarantee and, in particular, each Financial Party:
• shall be authorised to take all measures it deems necessary to ensure

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• compliance with all FEI requirements under, or in connection with, any FEI Guarantee;
• shall not be obliged to take any action which, in its reasonable opinion, might result in a breach of any requirement or instruction of the EIF under, or in connection with, any EIF Guarantee; and
• shall be obliged to follow the instructions of the FEI. Each Party agrees that no Financial Party shall be liable to the other Parties for complying with such instructions.
• Nothing in this Clause1.7 (FEI Guarantees) shall affect the obligations of any Obligor under the Financing Documents.
• If, in the opinion of any of the Financial Parties (acting reasonably), there are terms in any Financing Document that contradict or conflict with any provision of an FEI Guarantee, such that compliance by that Financial Party with the terms of the said FEI Guarantee may result in a breach by it of the terms of that Financing Document, that Financial Party shall notify the other Parties.
• The Parties agree that the terms of the relevant Financing Document shall be amended or supplemented to the extent necessary (at the expense of the Obligors) so that compliance by that Financial Party with the terms of the FEI Guarantee does not constitute a breach of the terms of the relevant Financing Document.
• In the event of any conflict or inconsistency between the terms of any Financing Document and an FEI Guarantee, the terms of the FEI Guarantee shall prevail.
• The Obligors undertake to:
• provide the Lending Institution, upon request, as soon as possible, with a copy of any documentation required by the FEI or the Lending Institution to comply with any FEI Guarantee; and
• take any action required by the FEI or a Lending Institution to comply with any FEI Guarantee.
• Agreement between Creditors

This Agreement and the rights and obligations of the Parties arising therefrom shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the terms of this Agreement (or any Loan Agreement) and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail.

• Condition Precedent
• The Parties agree that the terms and conditions relating to the Restructuring of the Loan Agreements (Old Money) (including, therefore, but without limitation, Clause3 (Restructuring of the Loan Agreements (Old Money)) and Clause5 (Terms common to all Loan Agreements), but in the latter case only in relation to the Loan Agreements

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• (Old Money)) shall only come into force and take full effect on the date on which the Effective Date has occurred in accordance with the terms and conditions set out in the Restructuring Plan (the “Suspensive Condition”).
• For the purposes of certifying compliance with the Condition Precedent, the Parties expressly instruct the Notary before whom this Agreement is being executed to include, on the Effective Date, a note in the deed of execution of this Agreement stating that the Effective Date has occurred, without the need for any of the Parties to appear. In the event that the Condition Precedent is not fulfilled in due time and form, the Notary, at the Agent’s request, shall record this by means of the corresponding entry in the deed of formalisation of this Agreement.
• Without prejudice to the provisions of the preceding paragraphs, the Parties expressly state that the Suspensive Condition shall in no way affect the validity and effectiveness of the New Guarantees or the Loan Agreements (New Money).
• Replacement of the Existing Framework Agreement

The Parties agree that the Loan Agreements (Old Money) subject to the terms of the Existing Framework Agreement shall remain subject thereto until the Effective Date (exclusive), from which time this Agreement shall replace the Existing Framework Agreement in its entirety, for all legal and contractual purposes. Consequently, from the Effective Date (inclusive) onwards, such Loan Agreements (Old Money) shall be governed exclusively by the provisions of this Agreement.

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SECTION 2 PURPOSE AND RESTRUCTURING

• PURPOSE , and implementation
• Purpose
• This Agreement constitutes the common contractual framework applicable to all Loan Agreements and is intended to govern the terms and conditions common to each Loan Agreement, by way of a novation that amends but does not extinguish the original agreements, in accordance with the provisions of Article 1204 of the Civil Code.
• Consequently, the Parties expressly agree that the novation of the terms and conditions of the Loan Agreements carried out pursuant to this Agreement constitutes, for all legal purposes, a modifying and non-extinctive novation of said instruments. Therefore, each Loan Agreement shall remain in force on its own terms, solely to the extent that they have not been expressly amended by this Agreement, such terms being confirmed and ratified by the signing thereof.
• Unless expressly provided otherwise in this Agreement, the terms set out herein shall not affect:
• the existing security interests or personal guarantees, ancillary rights or subrogations in relation to the Loan Agreements, which shall remain in full force and effect; and
• the operations and internal procedures associated with each Loan Agreement.
• Unless expressly provided otherwise in this Agreement, the matters, terms and conditions of the Loan Agreements that are subject to novation by virtue of this Agreement are fully superseded and replaced by the provisions set out in this Agreement for such matters. Furthermore, in the event of any conflict or contradiction between the terms of any Loan Agreement and this Agreement, the terms of this Agreement shall prevail.
• It is expressly stated that the novation of the Loan Agreements provided for in this Agreement does not entail the syndication or change in the nature of any Loan Agreement.
• Implementation of the Restructuring
• Due to the technical and operational complexity of the Restructuring, the Parties expressly agree that certain actions under the Restructuring may be implemented after the Signing Date (or even after the Effective Date).
• As a consequence of the provisions of the preceding paragraph, the Parties expressly agree (but without limitation) that:

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• after the Signing Date, the Financial Adviser may complete or amend ANNEX 1 (Loan Agreements) of this Agreement with the information provided to it for this purpose by the Parties during the Adhesion Period, in which case the Financial Adviser shall forward said new annex:
• to the Agent so that the latter may share it with all the Parties; and
• to the Notary before whom this Agreement is being notarised, so that he may incorporate it into this Agreement (replacing ANNEX 1 (Loan Agreements) for all purposes);
• the documentation for the Loan Agreements (New Money) may be signed after the Signing Date;
• the documentation relating to:
• the replacement or modification of the nature of the “Affected Debt” of “Class 2” of the Restructuring Plan referred to in the Preamble (E) ; and
• the “securitisation transactions” referred to in the Explanatory Notes (E) and (F) ,

may be entered into on or around (including after) the Effective Date; and

• if necessary, after the Effective Date, the Financial Adviser may complete or amend ANNEX 1 (Loan Agreements) of this Agreement with the information provided to it for this purpose by the Parties in the context of the Effective Date, in which case the Financial Adviser must submit said new annex:
• to the Agent so that the latter may share it with all the Parties; and
• to the Notary before whom this Agreement is being executed for the purpose of incorporating it into this Agreement (replacing ANNEX 1 (Loan Agreements) for all purposes).
• Restructuring of the Loan Agreements (Old Money)
• Restructuring (Old Money)

The Lending Entities and the Borrowers agree that, in addition to the provisions contained in each of the Loan Agreements (Old Money) that are not amended pursuant to this Agreement, the Loan Agreements (Old Money) shall be governed by the following terms and conditions, which shall be common to all of them and shall replace the terms and conditions set out on the same matters in the Loan Agreements (Old Money).

• Voluntary Election of Alternative Terms
• Signatory Lending Institutions

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• Prior to the signing of this Agreement, the Signatory Lending Institutions have notified the Agent of their voluntary choice to apply the Alternative Terms to their Loans (Old Money) identified for this purpose in ANNEX 1 (Loan Agreements), classifying them as Loans (Tranche A) or Loans (Tranche B), as appropriate.
• As a result of this choice of the Alternative Terms and Conditions, all Loans (Old Money) granted by the Signatory Lending Institutions have been classified as:
• Loans (Tranche A), including in this category:
• all their Loans (Old Money) guaranteed by the ICO Guarantee; and
• part of its Loans (Old Money) not guaranteed by the ICO; or
• Loans (Tranche B), including in this category its remaining Loans (Old Money) (none of which are secured by an ICO Guarantee).
• It is expressly stated that the Loans (Tranche B) of each Signatory Lending Institution represent no less than the Minimum Tranche B Percentage.
• Non-Signatory Lending Institutions ( )
• Furthermore, during the Adhesion Period, Non-Signatory Lending Institutions may choose (voluntarily) to apply the Alternative Conditions to any of their Loans (Old Money).
• Such a choice must be expressly stated in their Letter of Election, by:
• selecting the relevant option;
• an unequivocal indication in the annex to the aforementioned document of:
• which Loans (Old Money) are to be governed by the Alternative Terms and Conditions;
• which Loans (Old Money) are to be classified as Loans (Tranche A) and which as Loans (Tranche B); and
• confirmation by the Non-Signatory Lender in question that the Loans (Tranche B) represent at least the Minimum Tranche B Percentage.
• If a Non-Signatory Lender does not elect to apply the Alternative Terms to any of its Loans (Old Money) in accordance with the provisions of this Clause3.2 (Voluntary Election of Alternative Terms), suchLoan(s) (Old Money) shall be subject to Class 1 Standard Terms or Class 2 Standard Terms (as the case may be) and shall be configured by default as Loan(s) (Standard Terms).

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• Lending (Old Money)
• Interest Lending (Old Money)
• As part of the Class 2 Standard Terms and Alternative Terms, the Borrowers and the Lending Institutions hereby ‘capitalise’ the full amount of interest of any kind accrued and unpaid as at the Signing Date under the Class 2 Loan Agreements (Old Money) (and Class 1 Borrowers who have voluntarily opted for the Alternative Terms). This amount is set out in ANNEX 1 (Loan Agreements) of this Agreement.
• Such conversion:
• shall be automatic, without the need for any further action or documentation (notwithstanding that any Lending Institution may require the relevant Borrower, who hereby undertakes to do so, to sign such documentation as the Lending Institution deems appropriate for these purposes);
• is classified as a Loan Agreement (Interest Loan), and shall be treated as a Loan (Tranche B); and
• in all matters not provided for in this Agreement in relation to the Loans (Tranche B), shall be governed in accordance with:
• the terms of the document signed for this purpose by the Lending Institution with the Borrower in question; or, if not signed,
• the terms of the existing contract under which the amount subject to lending originated.
• Loan against working capital lines (Old Money)
• The Parties expressly acknowledge the “lending” carried out under the Working Capital Framework Agreement relating to:
• part of the amount drawn down against the Working Capital Lines (Old Money) that are not guaranteed by the ICO Guarantee and are subject to the ‘Alternative Conditions’ (as those terms are defined in the Working Capital Framework Agreement); and
• the interest (or financial remuneration) of any kind accrued and unpaid as at the Signing Date under the Working Capital Facilities (Old Money) (as that term is defined in the Working Capital Framework Agreement) of Class 2 (and of Class 1 which have voluntarily opted for the Alternative Terms),

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which have given rise, respectively, to the Loan Agreements (Working Capital Loans) and the Loan Agreements (Interest Loans), which are linked to this Agreement as Loans (Tranche B).

• These amounts are detailed in the ANNEX 1 (Loan Agreements) of this Agreement.
• Implementation of the loan conversions

As set out in Clause2.2 (Implementation of the Restructuring), due to the technical and operational complexity of the Restructuring, the Parties expressly agree that:

• the aforementioned “securitisation” transactions may:
• be documented after the Effective Date; and
• be implemented in various ways (principal increase, capitalisation, division into instalments) depending on the operational requirements of each Lending Institution;
• , ANNEX 1 (Loan Agreements) shall be completed and incorporated after the Signing Date (and even after the Effective Date); and
• as soon as possible after the Signing Date (taking into account their respective internal operational and technical requirements), but in any event prior to the Effective Date, each Lending Entity shall notify the Financial Adviser and the Agent of the manner in which the loan disbursements will be executed and documented, so that the Financial Adviser may correctly reflect this in ANNEX 1 (Loan Agreements) and the Agent may take this into account in the performance of its duties.
• Waiting Period (Old Money)
• Grace Period (Standard Terms)
• As part of the Standard Terms, the Parties apply a grace period until the Maturity Date to the principal amount of all Loans (Standard Terms) outstanding at the Signing Date.
• Consequently, the Borrowers shall not be obliged to repay the principal amounts of the Loans (Standard Terms) until the Maturity Date.
• This deferral is agreed without prejudice to:
• the accrual and payment of interest in accordance with the provisions of this Agreement; and
• the Borrowers’ right to repay early (on a voluntary basis) the amounts subject to the grace period in accordance with the provisions of this Agreement.

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• Grace Period (Tranche A)
• As part of the Alternative Terms, the Parties apply a grace period to the Loans (Tranche A) until the Maturity Date, but with periodic repayments, to the principal amount of all Loans (Tranche A) outstanding as at the Signing Date.
• Consequently, the Borrowers shall be obliged to repay the principal amounts of the Loans (Tranche A) in accordance with the ordinary repayment schedule set out in section (b) (Loans (Tranche A)) of Clause3.6 (Ordinary Repayment (Old Money)).
• Such deferral is agreed without prejudice to:
• the accrual and payment of interest in accordance with the provisions of this Agreement; and
• the Borrowers’ right to repay early (on a voluntary basis) the amounts subject to the deferral in accordance with the provisions of this Agreement.
• Grace Period (Tranche B)
• As part of the Alternative Terms, the Parties apply a grace period to the Loans (Tranche B) until the Maturity Date in respect of the principal amount of all Loans (Tranche B) outstanding as at the Signing Date.
• Consequently, the Borrowers shall not be required to repay the principal amounts of the Loans (Tranche B) until the Maturity Date.
• This deferral is agreed without prejudice to:
• the accrual and payment of interest in accordance with the provisions of this Agreement; and
• the Borrowers’ right to repay early (on a voluntary basis) the amounts subject to the deferral in accordance with the provisions of this Agreement.
• Maturity (Old Money)
• As part of the Standard Terms and Alternative Terms, the Borrowers and the Lending Institutions extend the maturity date applicable to all Loans (Old Money) until the Maturity Date.
• Consequently, all Loans (Old Money) shall mature on the Maturity Date.
• Ordinary Repayment (Old Money)
• Loans (Standard Terms)

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As part of the Standard Terms (and the grace period provided for in Clause 3.4(a) (Grace Period (Standard Terms)) above), the Borrowers shall repay the amounts due under the Loans (Standard Terms) on the Maturity Date.

On the Maturity Date, the Borrowers must have paid all amounts due for any reason in connection with the Loans (Standard Terms).

• Loans (Tranche A)

As part of the Alternative Terms (and the grace period provided for in Clause 3.4(b) (Grace Period (Tranche A)) above), the Borrowers shall repay the amounts corresponding to the Loans (Tranche A) in the specified percentage instalments of principal and on the dates indicated:

• as a general rule, in Part I of ANNEX 2 (Repayment Schedule); and
• exceptionally, should the No CESCE/SETT Scenario occur, in Part II of ANNEX 2 (Repayment Schedule).

On the Maturity Date, the Borrowers must have paid all amounts due for any reason in connection with the Loans (Tranche A).

• Loans (Tranche B)

As part of the Alternative Conditions (and the standstill period provided for in Clause 3.4(c) (Standstill (Tranche B)) above), the Borrowers shall repay the amounts corresponding to the Loans (Tranche B) on the Maturity Date.

On the Maturity Date, the Borrowers must have paid all amounts due for any reason in connection with the Loans (Tranche B).

-

As part of the Standard Conditions Class 2 and Alternative Conditions, the Borrowers and the Lending Entities hereby amend the regime applicable to interest under the Loan Agreements (Old Money) in accordance with the provisions of this Clause3.7 (Interest (Old Money)).

• Calculation of interest

The interest rate applicable during each Interest Period to:

• Class 2 Loans (Standard Terms) and Loans (Tranche A):
• as a general rule, shall be the annual rate resulting from the sum of:
• the Margin applicable to that period; and
• the Reference Rate; and

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• solely in the No CESCE/SETT Scenario and during the period from the Signing Date to 31 December 2027, shall be 1% per annum (the “PIK Interest (No CESCE/SETT Scenario)”; and
• for the Loans (Tranche B), it shall be 7% per annum.
• Payment of interest
• The Borrowers shall pay interest accrued in respect of:
• the Class 2 Loans (Standard Terms) and the Loans (Tranche A):
• on the last day of each Interest Period, in cash;
• except for PIK Interest (No CESCE/SETT Scenario), which shall be payable on the Maturity Date; and
• the Loans (Tranche B), on the last day of their Interest Period, in kind (together, where applicable, with the PIK Interest (Non-CESCE/SETT Scenario)), the “Interest in Kind”).

Interest in Kind shall be capitalised and added to the principal amount of the relevant Loan. Such Interest in Kind, once capitalised, shall be treated as part of the principal amount of the relevant Loan, shall accrue interest in accordance with this Clause3.7 (Interest (Old Money)) and shall be payable on the Maturity Date.

• Upon the Effective Date, interest accrued from the Signing Date under all (Old Money) Loan Agreements shall be calculated and settled – with retroactive effect from (and including) the Signing Date—in accordance with the interest rates and interest periods set out in this Agreement (excluding for these purposes Loan Agreements (Old Money) subject to Standard Conditions Class 1).
• ICO Framework Agreements and ICO Regulations
• Without prejudice to the provisions of this Agreement, the interest rate applicable to Loan Agreements (Old Money) guaranteed by the ICO may not exceed the maximum interest rate determined in accordance with the ICO Framework Agreements and applicable ICO Regulations.
• This limitation shall apply automatically, so that the ICO Framework Agreements and applicable ICO Regulations shall never be contravened on this ground.
• Notwithstanding the foregoing, any ICO-Guaranteed Lending Institution finding itself in such a circumstance shall notify the Agent and the Obligors’ Agent as soon as possible.
• Other terms and conditions

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Furthermore, the terms and conditions applicable to interest and remuneration under all Loan Agreements set out in Clause5.1 (Interest) shall apply.

• Non-application of default interest (Alternative Terms)
• As part of the Alternative Conditions, the Lending Entities (Alternatives) agree (and the Borrowers accept) not to apply default interest under their Loans (Tranche B) during the term of the Standstill Agreement.
• It is expressly noted that, as at the Signing Date, no default or late payment interest has accrued under the Loans (Tranche B) of the Lending Entities (Alternatives) entering into this Agreement on the Signing Date.
• Consolidation of other terms and conditions (Old Money)

As part of the Standard Terms and Alternative Terms, Borrowers and Lenders amend and standardise the terms and conditions of the Loan Agreements (Old Money) set out for such instruments in Clause5 (Terms common to all Loan Agreements).

• TERMS COMMON TO Loan Agreements (NEW MONEY)
• Restructuring (New Money)

The Lending Institutions and the Borrowers agree that, in addition to the provisions included in each of the Loan Agreements (New Money) that are not amended by virtue of this Agreement, the Loan Agreements (New Money) shall be governed by the following terms and conditions, which shall be common to all of them and shall supersede the terms and conditions relating to the same matters in the Loan Agreements (New Money).

• (New Money) Maturity
• Subject to the provisions of paragraph (b) below, the New Money Loans shall mature on the Initial Maturity Date (New Money).
• The Initial Maturity Date (New Money) shall be automatically extended to the Final Maturity Date (New Money) if the New Money has not been subscribed prior to the Initial Maturity Date (New Money).
• The Agent shall notify the Obligors’ Agent and the Lending Entities in writing of the extension of the Initial Maturity Date (New Money) as soon as possible after having verified that the New Money has not been subscribed in due time and form.
• The Final Maturity Date (New Money) may not be extended under any circumstances.
• Ordinary repayment (New Money)

The Borrowers shall repay the amounts corresponding to the Loans (New Money) on the Maturity Date (New Money).

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• Mandatory early repayment (New Money)

Borrowers shall repay the Loans (New Money) in full in advance on the date of signing for the New Money.

• Interest (New Money)

The Borrowers and the Lending Institutions hereby amend the regime applicable to interest under the Loan Agreements (New Money) in accordance with the provisions of this Clause4.5 (Interest (New Money)).

• Calculation of interest

The interest rate applicable during each Interest Period to the Loans (New Money) shall be the annual rate resulting from the sum of:

• 2.00% (as a margin); and
• the Reference Rate
• Payment of interest

Borrowers shall pay the interest accrued in respect of the Loans (New Money) on the last day of each Interest Period, in cash

• Other terms and conditions

In addition, the terms and conditions applicable to interest and remuneration under all Loan Agreements set out in Clause5.1 (Interest) shall apply.

• Consolidation of other terms and conditions (New Money)

The Borrowers and the Lending Entities amend and consolidate the terms and conditions of the Loan Agreements (New Money) provided for such instruments in Clause5 (Terms common to all Loan Agreements).

• Terms common to all Loan Agreements
• Interest
• Default Interest
• If a Debtor fails to pay, on the due date, any of the amounts they are obliged to pay in accordance with the provisions of any of the Loan Agreements, the unpaid amount shall accrue interest on a daily basis from the date on which it became due until the date on which payment is actually made (whether prior to or following the issuance of any court ruling in this regard), at a rate which, subject to the provisions of the following sections( ii) , shall be the result of adding an additional two per cent (2%) per annum to the annual interest rate applicable pursuant to Clause 3.7(a) (Calculation of Interest). Interest accrued pursuant to this Clause 5.1(a) (Default Interest) shall be paid

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• by the relevant Obligor without the need for any demand for payment or notification in this regard, on a monthly basis, in arrears, and on the date on which the amounts giving rise to such accrual are paid.
• For the purposes of Article 317 of the Commercial Code, the parties agree to the monthly capitalisation of ordinary interest that is due, liquidated and unpaid, which shall accrue further interest on a daily basis, at the rate of default interest described in section (i) above. In turn, overdue, liquidated and unpaid default interest shall be capitalised monthly , also accruing interest at the corresponding default interest rate. The default interest rate shall also be that applicable to procedural default for the purposes of the provisions of Article 576 of Law 1/2000 of 7 January on Civil Procedure.
• Calculation and notification of the applicable interest rate
• The Agent shall calculate the ordinary interest rate applicable for the relevant Interest Period and shall notify the Borrowers and the Lending Institutions as soon as possible, before 17:00 on the second Business Day prior to the start of the relevant Interest Period.
• Given the objective nature of the procedures for determining the ordinary interest rate applicable under this Agreement, unless there is an error in its determination, the interest rate so determined shall be deemed binding on all parties. Borrowers may only reject a standard interest rate notified by the Agent in respect of a given Interest Period if such rejection is based on a manifest error in the Agent’s calculation of the standard interest rate. In such a case, the Agent, having verified the existence of such an error, shall rectify it immediately and restart the procedure for communicating the applicable ordinary interest rate, with a supplementary interest settlement being made in favour of the Borrowers or Lending Institutions as appropriate, on the date of the end of the current Interest Period.
• Any amendment made by the Agent to adjust the calculation in accordance with the provisions of this Clause 5.1(b) (Calculation and notification of the applicable interest rate) with regard to the applicable standard interest rate shall take effect from the start date of the Interest Period to which that interest rate relates.
• Interest Periods
• Interest Periods
• Each Interest Period applicable to each:
• Loan (New Money) and Loan (Tranche A), shall have a duration of three (3) months, aligned with the calendar quarters of the year (i.e. from 1 January to 31 March, from 1 April to 30 June, from 1 July to 30 September and from 1 October to 31 December); and

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• Loan (Tranche B), shall run until the Maturity Date.
• No Interest Period applies to:
• a Loan (New Money) shall extend beyond the Maturity Date (New Money); nor
• a Loan (Old Money) shall extend beyond the Maturity Date.
• Except as provided in section (D) below, each Interest Period shall commence on the date of expiry of the immediately preceding Interest Period.
• Notwithstanding the foregoing, in relation to:
• each Loan (New Money), the first Interest Period shall commence on the date on which the funds under such Loan (New Money) are disbursed; and
• the Loans (Tranche A), upon the Effective Date, the first Interest Period shall commence on the Signing Date (retroactively) and shall end on 30 September 2026,

and subsequent Interest Periods shall align with those calendar quarters; and

• the Loans (Tranche B), upon the Effective Date, the first Interest Period shall commence on the Signing Date (retroactively) and shall end on the Maturity Date.
• Non-Business Days
• If an Interest Period ends on a day that is not a Business Day, that Interest Period shall end on the last Business Day of the relevant calendar quarter.
• The interest calculation for that Interest Period and the following one will take into account any adjustment made.
• Changes to the calculation of interest
• Absence of EURIBOR
• Interpolated EURIBOR: If the EURIBOR is not available for an Interest Period, the applicable Reference Rate shall be the Interpolated EURIBOR for a period of the same duration as the relevant Interest Period.
• Shortened Interest Period: If paragraph (A) above applies but it is not possible to calculate the Interpolated EURIBOR, the Interest Period shall be shortened (if longer than the Alternative Interest Period) to

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• the Alternative Interest Period, and the applicable Reference Rate for that reduced Interest Period shall be determined in accordance with section (a) of the definition of “Reference Rate”.
• Shortened Interest Period and Historical EURIBOR: If the preceding paragraph (B) applies but no Reference Rate is available for the Alternative Interest Period, the applicable Reference Rate shall be the Historical EURIBOR.
• Shortened Interest Period and Interpolated Historical EURIBOR: If section (C) above applies but no Historical EURIBOR is available for the Interest Period, the applicable Reference Rate shall be the Interpolated Historical EURIBOR for a period of equal duration to the corresponding Interest Period.
• €STR: If paragraph (D) above applies but no Interpolated Historical EURIBOR is available, the relevant Interest Period shall, if shortened in accordance with paragraph (B) above, revert to its previous length and the applicable Reference Rate shall be the sum of:
• the €STR at 11:00 a.m. (Brussels time) on the Quotation Date for a term equal to the Interest Period; and
• any applicable €STR Adjustment.
• Interpolated €STR: If paragraph (E) above applies but the €STR is not available for the relevant Interest Period, the applicable Reference Rate shall be the sum of:
• the Interpolated €STR for a term equal to the relevant Interest Period; and
• any applicable €STR Adjustment.
• Central Bank Rate: If the provisions of section (F) above apply but it is not possible to calculate the Interpolated €STR, the Reference Rate shall be:
• the annual rate resulting from adding:
• the Central Bank Rate on the Quotation Date; plus
• any applicable Central Bank Rate Adjustment; or
• if the Central Bank Rate on the Quotation Date is not available, the annual rate resulting from adding:
• the most recent Central Bank Rate for a day no earlier than five (5) days prior to the Quotation Date; plus

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• any applicable Central Bank rate adjustment.
• Cost of raising funds
• If the provisions of section (G) above apply but it is not possible to calculate the Central Bank Rate, the Reference Rate shall be the rate that each Lending Institution notifies to the Agent as soon as possible, and, in any event, before the interest corresponding to that Interest Period is due, and which represents, as an annual percentage, the cost to that Lending Institution of financing its corresponding Loan(s) (New Money) or Loan(s) (Old Money), as the case may be, from any source it deems reasonable.
• The Interest Period in question corresponding to each Loan shall have:
• the duration provided for in Clause5.1 (c) (Interest Periods); or
• the duration reasonably determined by each Lending Entity in view of the terms on which the necessary liability transactions may be contracted in the market, where applicable, to continue financing its corresponding Loan(s) (New Money) or Loan(s) (Old Money), as the case may be (with the duration of the subsequent Interest Period being automatically adjusted if the relevant circumstance ceases to apply, so that it ends on the date it would otherwise have ended) and the applicable Reference Rate shall be the actual cost of entering into the liability transactions on the interbank market, to which shall be added any costs and brokerage fees generated by such transactions.
• If this Clause 5.1(d)(i)(H) (Cost of raising funds) applies and the Agent or the Borrowers so require, they shall negotiate (within a period not exceeding thirty (30) days) with a view to agreeing an alternative basis for determining the Reference Rate.
• Any alternative basis agreed in accordance with the preceding paragraph(3) shall be binding on all parties, subject to the consent of all Lending Institutions and the Borrowers.
• Should the aforementioned negotiations fail to produce an alternative solution within the period specified in paragraph(3) above, or should the parties so agree, this shall

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• constitute grounds for the mandatory early repayment in full of the Loans (New Money) or Loan(s) (Old Money) and, consequently, the Borrowers shall (within a maximum period of seven (7) Business Days from the date of expiry of the aforementioned negotiation period) repay to the Agent (for subsequent distribution to the Lending Institutions) the principal and ordinary and/or default interest, any fees due, expenses and applicable Early Termination Costs (where applicable), as well as any other amounts accrued, all of which shall be calculated up to the date on which payment is actually made, in accordance with the Financing Documents.
• Under no circumstances shall the Lending Institutions assume any liability for those unavoidable events or exceptional circumstances or force majeure that render it impossible to enter into the aforementioned liability transactions, all in accordance with Article 1.105 of the Civil Code.
• Market Disruption
• In the event that a Market Disruption Event occurs in relation to a Loan (New Money) or Loan(s) (Old Money) during any Interest Period, the applicable interest rate shall be the annual rate resulting from the sum of:
• the Margin; and
• the rate notified by the relevant Lending Institution to the Agent as soon as possible, and in any event before the interest for that Interest Period is due, and which represents, as an annual percentage, the cost to that Lending Institution of financing the relevant Loan (New Money) or Loan(s) (Old Money), as the case may be, from any source it deems reasonable.

The Interest Period in question relating to the Loan shall have (1) the duration of the Interest Period in progress when the Market Disruption Event occurred or (2) the duration reasonably determined by the Lending Institution in view of the terms on which the necessary liability transactions may be contracted in the market, where applicable, to continue financing the relevant Loan (New Money) or Loan (Old Money), as the case may be (with the duration of the subsequent Interest Period being automatically adjusted if the relevant event has ceased, so that it ends on the date it would otherwise have ended), and the applicable interest rate shall be the actual cost of entering into liability transactions on the interbank

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market, to which the Margin at that time shall be added, as well as any costs and brokerage fees generated by such transactions.

• If this Clause 5.1(d)(ii) (Market Disruption) applies and the Agent or the Borrowers so require, they shall negotiate (within a period not exceeding thirty (30) days) with a view to agreeing an alternative basis for determining the interest rate.
• Any alternative basis agreed in accordance with the preceding paragraph (B) shall be binding on all parties, subject to the consent of all the Lending Entities concerned and the Borrowers.
• Should the aforementioned negotiations fail to produce an alternative solution within the timeframe set out in section above, or should the parties so agree, this shall constitute grounds for the mandatory early repayment in full of the Loans concerned; consequently, the Borrowers must (within a maximum period of seven (7) Business Days from the date of expiry of the aforementioned negotiation period) repay to the Agent (for subsequent distribution to the Lending Institutions) the principal and ordinary and/or default interest, any fees due, expenses and applicable Early Termination Costs (where applicable), as well as any other amounts accrued, all of which shall be calculated up to the date on which payment is actually made, in accordance with the Financing Documents.
• Under no circumstances shall the Lending Institutions assume any liability for those unavoidable events or exceptional circumstances or force majeure that render it impossible to enter into the aforementioned liability transactions, all in accordance with Article 1.105 of the Civil Code.
• Termination Costs
• The relevant Borrower shall pay the Lending Entities, within three (3) Business Days of receiving a request from a Financial Party to that effect, any Early Termination Costs that may have been incurred in relation to all or any part of a Loan or Outstanding Amount as a result of such Loan or Outstanding Amount having been repaid on a date other than the date on which an Interest Period relating to that Loan or Outstanding Amount ends.
• Each Lending Entity shall, upon request by the Agent and as soon as practicable, provide the relevant Borrower with a certificate stating the amount of the Early Termination Costs incurred during any Interest Period.
• Borrowers (through the Obligors’ Agent) may repay the Loans early, in whole or in

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• In such an event, the relevant Borrower must repay the affected Loan early and pay the Agent in full (for subsequent distribution to the affected Lending Institution) the amounts due to the latter under the affected Loan Agreement on that same date.
• Change of control

If a Change of Control occurs:

• the Obligors’ Agent must notify the Agent of such event as soon as it becomes aware of it;
• none of the Lending Institutions shall be obliged to maintain their Loan Agreements in force;
• the Loan Agreements shall be immediately terminated and the Borrowers shall repay the Loans early and pay to the Agent (for subsequent distribution to the Lending Institutions) on that same date all sums due under the Loan Agreements; and
• the Obligors must pay to the Lending Institutions on that same date the full amount due to them under the Loan Agreements.
• Breach of the Business Plan
• If the turnover figure in the Group’s audited consolidated financial statements for the financial year ending:
• 31 December 2028, is less than EUR 206,658,665.48; or
• 31 December 2029, is less than EUR 227,924,701.31,

in which case:

• the Obligors’ Agent must notify the Agent of such circumstance as soon as it becomes aware of it (including prior to the submission of the aforementioned Financial Statements);
• none of the Lending Institutions shall be obliged to maintain their Loan Agreements in force;
• the Loan Agreements shall be immediately terminated and the Borrowers shall repay the Loans early and pay to the Agent on that same date (for subsequent distribution to the Lending Institutions) all amounts due under the Loan Agreements; and
• the Obligors shall pay to the Lending Entities on that same date the full amounts due to them under the Loan Agreements.

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• The provisions of the preceding paragraph are agreed without prejudice to the ordinary maturity of the Loan Agreements (New Money) on the Initial Maturity Date (New Money) or the Final Maturity Date (New Money), in accordance with the provisions of this Agreement. Consequently, the preceding paragraph shall apply to all Loan Agreements in force at that time, notwithstanding that the (New Money) Loan Agreements may have matured on an earlier date in accordance with their own terms.
• Restrictions
• As a result of the existence of the ICO Financing Agreements, and to ensure that each ICO-Guaranteed Lender can comply with the terms of its respective ICO Framework Agreement and the ICO Regulations, Borrowers may not make early repayments on Loans granted by an ICO-Guaranteed Lender under Loan Agreements that are not ICO Financing Agreements until they have fully and definitively repaid all amounts due under the ICO Financing Agreements and granted by said ICO-Guaranteed Lender (or, alternatively, complies with the ICO Regulations to the satisfaction of the relevant ICO-Guaranteed Lender).
• For the avoidance of any doubt:
• the restrictions set out in Clause 5.4(a) above do not apply:
• to any Lending Institution that is not, or ceases to be, an ICO-Guaranteed Lending Institution; and
• to any ICO-Guaranteed Lending Entity in respect of those Loan Agreements that are ICO Financing Agreements; and
• once all amounts drawn down under the ICO Financing Agreements have been repaid in full, paragraph (a) above shall automatically cease to apply, without any further action being required in this regard.
• Any notice of early repayment given by the Obligors’ Agent pursuant to Clause5.2 (Voluntary Early Repayment) shall be irrevocable and, unless otherwise specified in this Agreement, shall specify the day (or days) on which the early repayment is to be made and the amount corresponding to such early repayment.
• Any early repayment made under this Agreement, including voluntary repayment, shall be made together with the interest accrued in respect of the amounts repaid early and any Early Repayment Charges, but without any premium or penalty. However, no Early Repayment Charge shall be incurred if repayments take place on the end date of an Interest Period.
• The Borrowers shall not repay all or part of the Loans early, except in accordance with the terms and in the manner provided for in this Agreement.
• If the Agent receives any notification in accordance with the provisions of Clause5.2 (Voluntary early repayment), it shall immediately send a copy thereof to the Obligors’ Agent and/or the Lending Institution concerned, as applicable, as well as

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• to the other Lending Institutions.
• Partial early repayments are subject to the payment allocation rules set out in Clause17.6 (Partial Payments).
• No commission shall be payable to the Lending Institutions as a result of any early repayments .
• Declarations
• The Obligors make, in favour of the Financial Parties (as applicable), the formal representations contained in the respective Loan Agreements, which representations shall be deemed incorporated mutatis mutandis into this Agreement for all relevant legal and contractual purposes, and reiterate them in full in accordance with the provisions thereof.
• As an exception to the general principle set out in paragraph (d) of Clause 2.1 (Purpose), on an additional basis, each of the Obligors makes, on the Signing Date and on the Effective Date and in favour of each of the Financial Parties, the formal representations set out in ANNEX 13 (Declarations), which shall constitute an essential basis for the Financial Parties to give their consent to the maintenance of the Loan Agreements and the execution of the remaining Financing Documents.
• The Reiterated Representations shall be deemed to have been made by each Obligor in relation to the representations described in this Agreement and by the relevant Obligors, in relation to the representations described in each of the Loan Agreements, in relation to the facts and circumstances existing at that time:
• on each day up to the Termination Date; and
• in the case of an Additional Obligor and solely in respect of the representations set out in this Agreement, the date on which the company becomes (or is proposed to become) an Additional Obligor.
• Disclosure obligations

As an exception to the general principle set out in paragraph (d) of Clause 2.1 (Purpose), in addition to the obligations set out in each of the Loan Agreements (as applicable), the obligations set out in (Disclosure Obligations) shall remain in force from the Signing Date and for so long as any amount under the Financing Documents remains outstanding, being deemed essential for the maintenance of the Loan Agreements and the execution of the remaining Financing Documents.

• General Obligations
• General obligations

Notwithstanding the general principle set out in paragraph (d) of Clause 2.1 (Purpose), and in addition to the obligations set out in each of the Loan Agreements (as applicable), the obligations contained in ANNEX 15 (General Obligations) shall

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remain in force from the Signing Date and for so long as any amount under the Financing Documents remains outstanding, being deemed essential for the maintenance of the Loan Agreements and the execution of the remaining Financing Documents.

• Novation, rectification or amendment of the Loan Agreements

Should any of the Lending Institutions so request, the Borrowers undertake to execute such documents (public or private) of novation, rectification or amendment as may be necessary to ensure that any Loan Agreement accurately reflects the terms agreed in this Agreement.

• Obligations of the Borrowers

The Borrowers undertake to the Financial Parties to repay the amounts drawn down under the Loan Agreements and to pay interest, fees and other charges provided for in the Financing Documents, as well as to comply with all other obligations set out in the Financing Documents.

• Events of Default

In accordance with the principle set out in paragraph (d) of Clause 2.1 (Purpose), and without prejudice to the general application of that principle, the events of acceleration or early termination (or equivalents) provided for in the Loan Agreements are replaced in their entirety by the provisions of this Clause 5.8 (Events of Default).

Each and every event or circumstance set out in ANNEX 16 (Events of Default) constitutes an Event of Default, all of which are material for the purposes set out in that annex.

• Termination
• In the event that any of the facts or circumstances constituting an Event of Default should occur and continue to exist without having been remedied (where such remedy is possible) within the time limits provided for that purpose in ANNEX 16 (Events of Default), the Agent (subject to the agreement of the Majority of Lending Institutions) may declare the Loan Agreements terminated.
• In such a case, the Agent (subject to the agreement of the Majority of Lending Institutions) shall proceed to call in the Loan Agreements and to settle the positions entered into thereunder prior to their normal maturity, requiring the Obligors to make immediate payment of the amounts due thereunder.
• For the sake of clarity, it is hereby stated that the decision to terminate early by agreement of the Majority of Lending Institutions shall entail the termination of all Loan Agreements and shall affect all Lending Institutions.
• Assignment
• Any Lending Entity (the “Existing Lending Entity”) is expressly authorised by the Obligors’ Agent to assign all or part of its contractual position, rights and/or

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• obligations under its corresponding Loan Agreement(s) to third parties (the “New Lending Entity”), provided that:
• the New Lending Institution is not a natural person or ;
• the assignment does not give rise to any additional cost for any Borrower in relation to the existing situation with regard to the Existing Lender, having regard to the current or foreseeable circumstances on the date on which such assignment takes effect; and
• the assignment is carried out in accordance with the terms of this Clause5.10 (Assignment).
• The consent of the Obligors’ Agent shall be required to allow any Lender to assign, in whole or in part, its contractual position under the Loan Agreements in all other cases not covered by the preceding paragraph.
• The requirements set out in paragraph (a) above shall not apply in the event that the assignment takes place at a time when an Event of Default has occurred and has not been remedied .
• Only in respect of those Loan Agreements insured under CESCE Policies will the following be required: (i) CESCE’s consent to any assignment of rights and obligations arising from such Loan Agreements; and, where applicable, (ii) the signing of the relevant endorsement to the CESCE Policy in question.
• The assignment documentation must expressly provide that the New Lender shall be bound by the terms of this Agreement, unless it is already a party thereto, in which case it must formally ratify such terms.
• Except in the case of an assignment to CESCE, the New Lending Entity shall be obliged to pay the Agent (and for the Agent’s exclusive benefit) a commission of three thousand five hundred euros (EUR 3,500), to which Value Added Tax (where applicable) shall be added. The aforementioned commission must be paid on the date of the assignment.
• The costs arising from any assignment made by the Lending Entities in accordance with the provisions of this Clause5.10 (Assignment) (with the exception of any assignment to CESCE) shall be borne by the Lending Entities themselves (including, but not limited to, fees, expenses, and charges, whether notarial or registration fees, etc.), and no Borrower shall be required to pay any amount as a result of such assignment.
• The Obligors’ Agent shall reimburse the Agent and CESCE, within five (5) Business Days of being requested to do so, for the amount of the documented costs and expenses (including lawyers’ fees) reasonably incurred by the Agent or CESCE in connection with any assignment to CESCE.
• The Existing Lender shall notify the Agent of any assignment as soon as practicable, and the Agent shall, in turn, notify the Obligors’ Agent accordingly.

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• Any aspect relating to the assignment that is not expressly regulated in this Clause5.10 (Assignment) shall be governed, where applicable, by the regulations applicable to the Loan Agreements.
• Evidence of debt
• It is expressly agreed that, for the purposes of any legal claims that may arise from each of the Loan Agreements, in accordance with their terms, any amount owed to each Lending Entity shall be deemed to be a sum due, liquid and payable.
• For the purposes of Article 572(2) of the Civil Procedure Act, the Parties agree that the amount payable under a Loan Agreement in the event of enforcement shall be that resulting from the settlement carried out by the Lending Institution in question, by means of a certificate setting out the amount owed, and which shall be carried out on the basis of the bilateral account maintained by said Lending Institution in its books, in which shall be recorded the principal amount, commissions, fees, costs, compensatory interest, additional costs and other sums owed by the Borrower in question under the Loan Agreement, and shall credit all sums received by said Lending Institution in payment of the amounts owed by said Borrower as a result thereof, such that the balance of said account reflects at all times the sums owed by said Borrower to said Lending Institution under the relevant Loan Agreement.
• Loan Structure
• Loans and Equity
• , (Loan Agreements) sets out:
• the amounts and characteristics of the Loan Agreements (Old Money) as at the Signing Date; and
• the amounts and characteristics of all Loan Agreements following the implementation of the Restructuring in accordance with the provisions of this Agreement.
• Furthermore, ANNEX 1 (Loan Agreements) sets out the Lending Entities’ share (as at the Signing Date and post-Restructuring) in this Agreement and in each type of Loan, calculated on the basis of the principal amount of each Loan.
• Rights and Obligations of the Financial Parties
• The obligations of each of the Financial Parties under the Financing Documents are joint and several. A breach by a Financial Party of its obligations under the Financing Documents shall not affect, nor in any event increase, the obligations of the other Parties under the Financing Documents. No Financial Party shall be liable for the breach of the obligations assumed by any other Financial Party under the Financing Documents.
• The rights of each Finance Party under the Financing Documents are joint and several, and any claim arising from the Financing Documents in favour of a Finance

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• interpretation, administration or application of) any law or regulation, or (ii) compliance with any law or regulation of a lower rank adopted after the conclusion of this Agreement; or (iii) the implementation or application of, or compliance with, Basel III, CRD IV, CRD V or CRD VI or any other new legislation or regulation implementing or applying Basel III, CRD IV, CRD V or CRD VI (regardless of whether such implementation or application is attributable to government authorities, regulators, a Financial Party or any of its Affiliates) (entailing a cost the details of which are unknown to the Financial Parties as at this date) provided that the Financial Party in question reasonably details the calculation of the Cost Increase attributable to the implementation, application or compliance with Basel III, CRD IV, CRD V or CRD VI, on the understanding that nothing in this section shall oblige the Financial Party to disclose confidential or sensitive information.
• In this Agreement, “Increase in Costs” means:
• a reduction in the rate of return on Loans or on the total capital of a Financial Party (or its Affiliate);
• an additional or higher cost; or
• a reduction in any amount due and payable under any Financing Document,

which is incurred or borne by a Financial Party (or any of its Affiliates), to the extent that it is attributable to that Financial Party’s assumption of its commitment under the Loans or to the fact that it has contributed the relevant funds or fulfilled its obligations under any Financing Document .

• Claims for cost increases
• Any Financial Party intending to make a claim in accordance with the provisions of section8.1 (a) (Cost Increases) shall notify the Agent of the event giving rise to the claim. The Agent shall immediately forward such notification to the Obligors’ Agent.
• Each Financial Party shall, as soon as possible after receiving any request from the Agent to that effect, provide the Agent with a certificate certifying the amount relating to the Cost Increase applicable to it.
• Exceptions

The provisions of section8.1 (a) (Increase in Costs) shall not apply in relation to Increases in Costs:

• which result from the application of a tax withholding that the Obligor is legally required to make;
• arising from the application of a FATCA withholding that one of the Parties is required to make;

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• which are offset by any tax-related compensation provided for in the Loan Agreements; or
• arising from a wilful breach of the applicable regulations by the relevant Financial Party or its Affiliates.
• Other indemnities

The Obligors shall indemnify each of the Financial Parties, within three (3) Business Days of the date on which they receive the relevant request to that effect, against any costs, losses or liabilities incurred by them as a result of:

• the occurrence of any Event of Default;
• a default by an Obligor on any payment obligation under a Financing Document on the date on which the relevant amount is due, including, without limitation, any costs or liability incurred as a result of the provisions of Clause15 (Redistribution of Payments); or
• failure to make an early repayment of any amount due under any Loan Agreement, in accordance with the terms set out in any notice of early repayment issued by the Obligors’ Agent.
• Indemnification of the Agent

The Obligors shall indemnify the Agent immediately and, in any event, within three (3) Business Days of the date on which the Agent has received any request to that effect, against any costs, losses or liabilities incurred by the Agent (acting reasonably) as a result of:

• the investigation and analysis of any fact or circumstance which, in its reasonable opinion, might constitute a Breach;
• having acted in accordance with, or having relied upon, the provisions of any notice, request or instruction which it reasonably considers to be genuine, correct and duly authorised;
• the appointment of solicitors, accountants, tax advisers, surveyors or any other professional advisers or experts on the terms permitted in the Financing Documents;
• the assumption of obligations under the Financing Documents or the enforcement of the first demand guarantee granted under the ‘10 ’ clause;
• the exercise of rights and powers conferred on the Agent under the Financing Documents or any applicable regulations; or
• the failure by the Obligors to comply with any obligation set out in the Financing Documents.
• COSTS AND EXPENSES

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• Transaction/enforcement costs
• The Borrowers (or, where applicable, the Guarantors) undertake to pay, or, where applicable, at the Agent’s request, to reimburse the Agent and the Lending Institutions for any other fees, charges, remuneration, expenses, taxes, duties and other sums that are now or may in future become due or accrue, as a result of the negotiation, preparation, execution, performance, registration, enforcement or termination of this Agreement or the other Financing Documents (hereinafter, the “Expenses and Taxes”), and including, but not limited to, the following Expenses and Taxes:
• the notaries’ fees and expenses incurred in the execution of this Agreement as a public deed, as well as the execution of the Guarantee Documents or any other Financing Document as a public deed, including those for the issuance of first copies (whether or not enforceable), and their respective amendments;
• the remuneration and expenses corresponding to the professional advisers involved in the transaction (for fees accrued up to the Signing Date in relation to the preparation, negotiation and signing of the Financing Documents , and any fees that may accrue in relation to the monitoring, maintenance and cancellation of the Financing Documents), provided that these have been previously agreed with the Obligors’ Agent;
• the judicial and extrajudicial costs, expenses and fees, including lawyers’ and solicitors’ fees and notaries’ fees, incurred as a direct consequence of the performance, breach or termination of this Agreement and the other Financing Documents; and
• taxes, surcharges, duties or fees, whether state or otherwise, which are or may in future be levied on the execution or registration of this Agreement and the other Financing Documents, as well as on their amendment, performance and termination as provided for in this Agreement, including where, in accordance with applicable legislation or case law, the Agent or any of the Lending Entities were to be regarded as liable for such taxes, surcharges, duties or fees.
• Having negotiated this individually, the Parties agree that, if, in accordance with applicable legislation or case law, the Agent or any of the Lending Entities were required or obliged to pay any Expenses and Taxes, the Borrowers (or, where applicable, the Guarantors) shall reimburse such amount to the Agent or the Lending Entities, as the case may be, at the Agent’s request and as soon as possible. The Parties acknowledge the essential nature of this agreement and that, without it, the Agent and the Lending Institutions would never have entered into the Loan Agreements on the agreed terms.
• The Borrowers (or, where applicable, the Guarantors) undertake to indemnify the Agent and the Lending Institutions in respect of any liabilities, expenses or claims that may arise from the non-payment or delay in payment of any of the Charges and Taxes, unless such circumstance is directly attributable to the Lending

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• Institutions or the Agent, as the case may be.
• Amendment costs

In the event that an Obligor requests any amendment, waiver or consent in respect of a Financing Document, the Borrowers (or, where applicable, the Guarantors) shall reimburse the Agent, upon request and as soon as possible, the amount corresponding to all costs and expenses (including legal fees) incurred in connection with the assessment, negotiation, fulfilment or response to the relevant request or requirement, provided that these have been previously agreed with the Agent by the Obligors.

• ICO Costs

The Obligors and the Lending Institutions agree that the Obligors shall bear any costs relating to the extension of the ICO Guarantees granted in connection with the Loan Agreements, arising as a result of the extension of such guarantees to the new maturity date.

• CESCE Premiums

The Obligors and the Lending Institutions agree that the Obligors shall bear any premiums relating to the extension of the CESCE Policies granted in connection with the Working Capital Facilities, arising as a result of the extension of such policies to the new expiry date.

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SECTION 4 GUARANTEE ON FIRST DEMAND

• ON-DEMAND GUARANTEE
• Guarantee on First Demand
• Each of the Guarantors jointly and severally guarantees to the Lending Institutions (and jointly and severally with the Borrowers), unconditionally and as the principal obligor, the full and timely performance of all payment obligations incurred by each of the Obligors under the Financing Documents. This guarantee is granted independently of the universal and unlimited personal liability which, pursuant to Article 1911 of the Civil Code, rests upon the Obligors by reason of any of the obligations arising from the Financing Documents.
• Each of the Guarantors expressly acknowledges that:
• this guarantee is structured as a first-demand guarantee and not as a suretyship as provided for in Articles 1822 et seq. of the Civil Code, with the result that none of the benefits granted by Spanish law to the guarantor (including, expressly, the benefits of order, excussion and division) shall apply;
• the obligations assumed by each of the Guarantors under this guarantee are independent and of an abstract nature, such that they shall not be affected and shall remain in full force and effect even in the event that the obligations assumed by any of the Obligors under the Financing Documents are void or become ineffective for any reason, including the commencement of insolvency proceedings in respect of any of the Obligors;
• the scope of this guarantee shall not be altered in any way by any action that may be taken by any of the Lending Institutions in connection with the approval of the arrangement which, where applicable, may arise as a consequence of the insolvency of any Obligor, the Guarantors’ obligation remaining unchanged in accordance with the agreed terms, as if such action had not taken place; and
• the Guarantors may not raise against the Lending Institutions any defence that any of the Obligors might assert against the Lending Institutions by virtue of the Financing Documents or any other contractual relationships existing between the Obligors and the Lending Institutions.
• Continuity of the guarantee
• This guarantee is of a continuing nature, shall remain in force until the obligations under the Financing Documents have been fully discharged, and shall cover the final balance corresponding to all amounts due by any Obligor under the Financing Documents, irrespective of any interim payments that may have been made in full or in part.

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• This first-demand guarantee extends to any extensions, renewals, novations or modifications of any kind, whether express or implied, that may arise in respect of the obligations assumed by the Obligors under the Financing Documents, and therefore this guarantee shall remain in force until the full discharge of such obligations and of any obligations that novate or replace them, without being limited or restricted in any way by any specific modifications or waivers of the performance of obligations that the Lending Institutions may, where applicable, grant in accordance with the provisions of this Agreement.
• Enforcement of the guarantee
• The relevant Guarantor shall pay the amounts claimed by the Lending Institutions under this guarantee as soon as it receives a written demand to that effect and with the same value date, by crediting the account specified in the said demand. In the event of a delay in the payment of any sum claimed, the Guarantor concerned shall pay default interest at 2% per annum.
• The Lending Institutions may enforce this guarantee until the guaranteed obligations have been fully discharged against any of the Guarantors, independently of one another.
• This guarantee may be enforced, in whole or in part, by any Lending Institution without the prior consent of the Majority of Lending Institutions.
• All payments to be made by any of the Guarantors under this guarantee shall be made free of tax, unless the Guarantor in question is obliged to deduct or withhold amounts on account of tax, in which case such payments shall be increased by an amount equal to that necessary to ensure that, after making the relevant deduction or withholding, the Lending Entities receive a net amount equal to the sum they would have received had it not been mandatory to make the required deduction or withholding.
• For the purposes of the provisions of Article 572 of Law 1/2000 of 7 January on Civil Procedure, the Guarantors and the Borrowers expressly agree that the settlement to determine the debt enforceable through enforcement proceedings under any Loan Agreement shall be carried out in accordance with the above Clause5.11 (Debt Certification), by issuing the appropriate certificate setting out the balance shown in the relevant bilateral account in respect of the Borrower concerned.
• The fact that the Lending Institutions make a claim under this guarantee does not limit their right to make further claims whilst the guarantee remains in force. The Lending Institutions shall retain all their rights and remedies against the Obligors in respect of that part of the guaranteed obligations which has not been satisfied or compensated by the enforcement of this guarantee.
• Appropriation

Until all amounts due or that may become due from the Obligors under or in connection with the Financing Documents have been irrevocably paid in full, each of the Financial Parties (or any trustee, nominee or agent acting on its behalf) may:

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• refrain from applying or releasing cash, securities or any other rights owned by, or received by, such a Financial Party (or any trustee or agent on its behalf), or apply and appropriate the same in such manner and in such order as it deems appropriate (whether in relation to such amounts or in any other context), and no Guarantor may benefit from such circumstances; and
• hold in a blocked account (bearing interest) and for the benefit of all Lending Entities any amounts received from any Guarantor or on account of any liability assumed by any Guarantor under this Clause10 (First Demand Guarantee).
• Deferral of the Guarantors’ rights
• Until all amounts due or potentially due by the Obligors under or in connection with the Financing Documents have been irrevocably paid in full, and unless the Agent indicates otherwise, no Guarantor shall exercise any right to which it may be entitled by reason of its performance of the obligations assumed under the Financing Documents or as a consequence of the obligation to make any payment, or the enforceability of any liability, in accordance with the provisions of this Clause10 (First Demand Guarantee):
• to be indemnified by an Obligor or to be subrogated to the position of the Lending Entities in respect of the amount drawn down;
• to seek recourse or make a claim against any other Obligor in respect of any obligations of any Obligor under the Financing Documents;
• to benefit (in whole or in part, whether by subrogation or otherwise) from any rights accruing to the Lending Entities under the Financing Documents or from any other security received pursuant to, or in connection with, the Financing Documents by any of the Lending Entities;
• to bring legal proceedings or other proceedings to obtain a ruling requiring any other Obligor to make any payment or to fulfil any obligation in respect of which the Guarantor has granted a guarantee, undertaking or indemnity under Clause10.1 (First Demand Guarantee);
• to exercise any right of set-off against any other Obligor; and/or
• to claim or assert its status as a creditor of any other Obligor at the same time as any Lending Entity.
• If a Guarantor receives any payment in respect of the aforementioned rights, it shall retain the corresponding amount to the extent necessary to ensure the full repayment of all sums which are or may become due to the Lending Entities by the Obligors under or in connection with the Financing Documents, and shall immediately pay or transfer such amount to the Agent or to any other person designated by the Agent for application in accordance with the provisions of Clause17 (Payments).

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• Loss of Status as a r Guarantor
• If any Guarantor (the “Outgoing Guarantor”) ceases to be a Guarantor in accordance with the terms of the Financing Documents, on the date on which such Outgoing Guarantor ceases to be a Guarantor:
• such Outgoing Guarantor shall be released by each of the other Guarantors from any liability (whether past, present or future, actual or contingent) in respect of any reimbursement or payment to any other Guarantor arising as a result of any other Guarantor’s performance of its obligations under the Financing Documents; and
• each of the other Guarantors waives any right it may have by virtue of the performance of its obligations under the Financing Documents to receive the benefit (in whole or in part, whether by subrogation or otherwise) of any rights accruing to the Lending Parties under any Financing Document, or of any other security received pursuant to, or in connection with, the Financing Documents, where such rights or security have been granted in relation to the assets of the Exiting Guarantor.
• The release of the Obligors shall be effected in accordance with Clause12.4 (Release of Obligors and Security Interests).
• Additional Guarantee

This security is cumulative, additional to, and is granted without prejudice to, any other security that has been granted or may be granted in the future in favour of any Lending Entity.

• Subordination
• Each of the Guarantors acknowledges that any claim against any other Obligor that may arise in its favour as a result of the enforcement of this guarantee shall be subordinated to the Lenders’ claims against the Obligors under the Financing Documents.
• Consequently, no Guarantor may assert such rights against another Obligor or receive payment thereon until the Obligors have fully performed their obligations under the Financing Documents.

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SECTION 5 AGENT OF THE OBLIGORS AND CHANGE IN THE OBLIGORS

• AGENT FOR THE OBLIGORS
• Appointment of the Obligors’ Agent
• The Obligors (other than Wallbox Chargers), by entering into (or acceding to) this Agreement, grant Wallbox Chargers their irrevocable authority, appointing it as their agent and representative for the purposes of the Financing Documents and expressly authorising it so that, through its bodies and authorised representatives, it may carry out all acts attributed to the Obligors in the Financing Documents, even even in the event that it were to incur the circumstances of self-dealing, multiple representation and conflict of interest.
• Wallbox Chargers accepts such appointment.
• Powers of the Obligors’ Agent

In particular, but without limitation, the Obligors’ Agent may carry out any of the following actions on behalf of and in the name of the Obligors:

• issue and receive any notifications and communications arising from the Financing Documents;
• provide the Financial Parties with the documentation and information they are required to supply in accordance with the Financing Documents;
• issue instructions, take decisions and give consent to the actions necessary for the implementation and performance of the Financing Documents;
• sign and formalise any documents related to or supplementary to the Financing Documents as may be necessary, being expressly authorised to ratify, clarify and agree to amendments to the Financing Documents;
• to make, on its own behalf and on behalf of the other Obligors, any payments required to be made in accordance with the Financing Documents; and
• in general, execute any document, whether public or private, and take any action that may be necessary or expedient in relation to the implementation and performance of the Financing Documents.

The foregoing is without prejudice to the Obligors’ compliance with the obligations assumed in the Financing Documents.

• Sole Contact
• The Obligors’ Agent, in its capacity as the Obligors’ representative in relation to the Financing Documents, shall be the sole point of contact for the procedures relating to compliance with the Financing Documents and, therefore, any communication

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• made by the Obligors’ Agent to a Financial Party shall also be deemed to have been made immediately and automatically by the Obligors to that Financial Party. Likewise, any communication made by a Financial Party to the Obligors’ Agent shall also be deemed to have been made immediately and automatically by that Financial Party to the Obligors. Similarly, any action, omission, commitment, transaction, waiver, amendment or clarification carried out by the Obligors’ Agent, as well as any notification or communication issued by the latter, on behalf of the Obligated Parties pursuant to the provisions of this Clause11 (Agent of the Obligated Parties) shall be binding on said Obligated Party for all legal purposes in the same manner as if the Obligated Party had expressly signed, consented to or agreed to it.
• In view of the foregoing, the Financial Parties agree to treat the instructions and notifications received from the Obligors’ Agent as if they had been issued by the Obligors’ Agent and the other Obligors. In the event of any conflict between any notifications or other communications from the Obligors’ Agent and those from any other Obligor, those issued by the Obligors’ Agent shall prevail.
• Ratification and formalisation

Without prejudice to the provisions of this Clause11 (Agent of the Obligors), the Agent (on its own initiative or at the request of any Lending Institution) may request from the Obligors, should it deem it appropriate, the ratification of the actions carried out by Wallbox Chargers as representative and interlocutor of the Obligors for the purposes of the Financing Documents, as well as the ratification and formalisation of any contract or document (whether public or private) arising from the Financing Documents (including, without limitation, documents clarifying, ratifying and amending the foregoing), a request which may not be refused by any Obligor.

• Changes to the Obligors
• Assignment by the Obligors

None of the Obligors may assign, encumber, transfer, substitute or subrogate to a third party the rights and obligations assumed under the Financing Documents, nor permit subrogation in the rights and obligations of the other Obligors, without the prior, written and unanimous consent of all the Lending Entities.

• Additional Obligors
• Subject to compliance with the provisions of section8 (Know Your Customer or KYC) of ANNEX 14 (Information Obligations), Wallbox Chargers may request that any of its Affiliates assume the status of Additional Obligor. Such Affiliate shall assume the status of Additional Obligor in the event that:
• the Agent of the Obligated Parties and the Additional Obligated Party in question sign and have a Letter of Adherence notarised by a Spanish notary (together with the Agent); and
• the Agent confirms that it has received all the documents and information detailed in the Part II (Conditions required to be met by an Additional

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• Guarantor) of the (Prior or Simultaneous Conditions) in relation to such Additional Obligor, in a form and content satisfactory to the Agent.
• The Agent shall immediately notify the Obligors’ Agent and the Lending Institutions once it is satisfied that it has received (in a form and content satisfactory to the Agent) all the documents and additional information detailed in Part II (Conditions required to be met by an Additional Guarantor) of ANNEX 3 (Prior or Concurrent Conditions).
• Unless the Lending Entities notify the Agent in writing to the contrary before the Agent sends the notification referred to in paragraph (b) above, the Lending Entities authorise (but do not require) the Agent to send such notification. The Agent shall not be liable for any damages, costs or losses of any kind that may arise as a result of the making of the aforementioned notification.
• Any company joining as an Additional Obligor shall automatically (by the mere signing of a Letter of Accession) grant the first-demand guarantee provided for in Clause10 (First-demand guarantee).
• Notwithstanding the foregoing, the Obligors undertake to comply with the obligation set out in section24 (Obligors (Obligors’ Coverage Ratio)) of ANNEX 15 (General Obligations) and that the companies referred to in that Clause accede to this Agreement as Additional Obligors and provide the first-demand guarantee provided for in Clause10 (First-demand guarantee).
• Reiteration of Representations

By executing a Letter of Accession, the relevant Subsidiary shall be deemed to confirm that the Reiterated Representations described in this Agreement are true and correct in relation to it and as at the date of such execution, in the same manner as if they had been made by reference to the facts and circumstances existing at that time.

• Release of Obligors and Security Interests
• Only in the event that the Obligors’ Agent notifies the Agent that a sale, disposal, transfer or alienation (by any means) is to take place which is not prohibited under the provisions of Section4 (Alienations) of ANNEX 15 (General Obligations), involving the transfer of:
• shares or equity interests representing the share capital of any Obligated (an “Obligated Entity Subject to Disposal”); or
• assets encumbered under any Security Interest in the Transaction (any of which is an “Asset Subject to Disposal”),

the Parties agree:

• that such Obligor Subject to Disposal shall cease to be an "Obligor" under this Agreement;

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• that such Obligor Subject to Disposal shall be released from each and every one of its obligations arising from the Financing Documents;
• to discharge the Security Interests in the Transaction that may have been created over any:
• Asset Subject to Disposal (for the avoidance of doubt, in the event of a partial divestment of the shareholding in an Obligor, the shares or equity interests representing the share capital of such Obligor that remain in the ownership of an Obligor shall remain encumbered by virtue of the relevant Security Interest in the Transaction); and
• asset owned by the Obligor subject to Disposal; and
• to carry out such actions as may be necessary or as may be reasonably requested by the Obligors’ Agent for the purpose of enabling and facilitating the carrying out and execution of the Permitted Disposal in question (including, without limitation, the execution of any documents – public or private – of cancellation and/or release),

simultaneously with said Permitted Disposal.

• The Obligors’ Agent shall bear all costs arising from the actions provided for in this Clause12.4 (Release of Obligors and Security Interests).

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SECTION 6 FINANCIAL SECTIONS

• AGENT
• Appointment of the Agent
• Each of the Lending Entities appoints Palmer as Agent for the purposes of the provisions of the Financing Documents. The Agent expressly accepts such appointment.
• Subject to the provisions of paragraph (c) below, each of the Lending Entities authorises the Agent to perform the duties, fulfil the obligations and responsibilities entrusted to it, and to exercise the rights, powers and authorities expressly delegated to the Agent under or in connection with the Financing Documents, together with all other rights, powers and authorities incidental thereto.
• Those Lending Entities which have notified the Agent that they are unable to authorise or grant power of attorney in favour of the Agent, or which have not authorised or appointed the Agent to act on their behalf and in their name, undertake to cooperate and appear with the Agent when so required by the Agent (including, without limitation, for the purposes of appearing in proceedings, bringing actions and/or signing documents).
• Instructions
• The Agent:
• unless otherwise provided in any Financing Document, shall exercise or refrain from exercising any right, power, authorisation or authority vested in it in its capacity as Agent, in accordance with any instructions received from:
• all Lending Institutions, if the relevant Financing Document provides that such matter must be resolved by unanimous agreement of all Lending Institutions; and
• in any other cases, the Majority of Lending Institutions; and
• shall not be liable for any act (or omission) performed (or refrained from performing) in accordance with the provisions of section (i) above.
• The Agent shall be entitled to request the receipt of express instructions, or clarification of any instructions received, from the Lending Entities (or, in the event that the relevant Financing Document provides that the matter in question must be resolved by agreement of any other Lending Entity or group of Lending Entities, d by such Lender or group of Lenders) for the purposes of determining whether it should exercise or refrain from exercising any right, power, authorisation or authority, and in what manner. The Agent may refrain from acting until such time as it receives the aforementioned instructions or clarifications requested.

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• Except in the case of decisions that must be taken by any other Lending Institution or group of Lending Institutions under the relevant Financing Document, and unless otherwise provided in any Financing Document, any instructions given to the Agent by the Lending Entities shall prevail over any conflicting instructions given by any other Parties, and shall be binding on all Financial Parties.
• The Agent may refrain from acting in accordance with any instructions received from any Lending Entity or group of Lending Entities until such time as it has received any indemnity and/or guarantee it may require at its discretion (which may exceed the provisions of the Financing Documents, including the possibility of requesting an advance payment) in relation to any costs, losses or liabilities that it may have incurred in complying with such instructions.
• In the absence of instructions, the Agent may act (or refrain from acting) in the manner it deems most appropriate in the interests of the Lending Entities.
• The Agent is not authorised to act on behalf of a Lending Entity (without first obtaining the consent of that Lending Entity) in the context of any judicial or arbitration proceedings relating to any Financing Document.
• Duties of the Agent
• The Agent’s duties under the Financing Documents are of a purely mechanical and administrative nature.
• The Agent shall immediately forward to any of the Parties the original or a copy of any document delivered to the Agent for that Party by any other Party.
• Unless a Financing Document specifically provides otherwise, the Agent shall not be obliged to review the adequacy, accuracy or completeness of any document forwarded to another Party.
• If the Agent receives a notice from a Party relating to this Agreement, describing the occurrence of an Event of Default and stating that the described circumstance constitutes an Event of Default, it shall immediately notify the other Financial Parties.
• If the Agent becomes aware of a default in payment in respect of any amount of principal, interest, commitment fee or any other fee accrued in favour of any Financial Party (other than the Agent) under the Financing Documents, it shall immediately notify the other Financial Parties.
• The Agent shall have only the duties, obligations and responsibilities expressly set out in the Financing Documents (and shall not assume any others by implication).
• No Fiduciary Duties
• Nothing in any of the Financing Documents shall constitute the Agent as a trustee or administrator of any person.
• The Agent shall not be liable to any Lending Entity in respect of any amount, or the

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• return on any amount, received by the Agent on its own account.
• Relations with the Group

The Agent may accept deposits, carry out financing transactions and, in general, enter into any type of banking or other transaction with any member of the Group.

• Rights and Powers
• The Agent may:
• rely on any formal statement, communication, notification or document which it considers to be authentic, correct and duly executed;
• assume that:
• any instructions received from the Majority of Lending Entities or any group of Lending Entities have been validly given in accordance with the terms set out in the Financing Documents; and
• unless notified of their revocation, such instructions have not been revoked; and
• rely on certificates received from any person:
• regarding any matter of fact or circumstance which that person might reasonably be expected to be aware of; or
• for the purpose of such person’s compliance with any agreement, transaction, act or other matter,

as sufficient evidence of the fact being certified and, in the case of the provisions of paragraph (A) above, may also assume the truth and correctness of the relevant certificate.

• The Agent may assume (unless it has received any notification to the contrary in its capacity as agent for the Lending Entities) that:
• no Event of Default has occurred (unless there is evidence of the Event of Default set out in section1 (Default) of ANNEX 16 (Events of Default));
• no right, power, authorisation or authority granted to any of the Parties or any group of Lending Entities has been exercised; and
• any notice or request made by the Agent of the Obligors is made on behalf of, and with the consent of, all Obligors.
• The Agent shall be authorised to engage and pay for the advice or services of any solicitors, accountants, tax advisers, experts or other professional advisers or experts.

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• Without prejudice to the generality of the provisions of section (c) above or section (e) below, the Agent shall be entitled at any time to engage and pay for the services provided by any solicitors acting as independent legal advisers to the Agent (separately from any solicitors engaged by the Lending Entities) should the Agent reasonably consider this necessary.
• The Agent may rely on the advice and services provided by any lawyers, accountants, tax advisers, experts or other professional advisers or experts (whether received by the Agent itself or by any other Party) and shall not be liable for any damages, costs or losses incurred by any person, nor for any diminution in value or liability of any kind that it may incur as a result of having relied on such advice or such services.
• The Agent may act in relation to the Financing Documents through its officers, employees, authorised representatives and agents.
• Unless expressly provided otherwise in a Financing Document, the Agent may disclose to the other Parties any information which, in its opinion, it has received in its capacity as Agent.
• Notwithstanding any provision to the contrary in the Financing Documents, the Agent shall not be obliged to take any action which, in its opinion, might constitute a breach of any applicable legal regulations or of its duty of confidentiality.
• Notwithstanding any provision to the contrary in any Financing Document, the Agent shall not be obliged to incur any expense or to put its own funds at risk, or to assume any financial liability in any other way, in the performance of its duties, obligations or the responsibilities entrusted to it, nor in the exercise of any right, power, authorisation or authority, where it has sufficient grounds to reasonably believe that it has not been assured of the reimbursement of such funds or provided with a commitment to indemnify or a guarantee on adequate terms to cover the aforementioned risks or liabilities.
• Responsibility for documentation

The Agent shall not be liable :

• the sufficiency, truthfulness or accuracy of the information (whether oral or written) provided by the Agent, an Obligor, or by any other person in, or in connection with, any Financing Document or in the context of the transactions contemplated in the Financing Documents or in any other contract, agreement or document entered into, reached or signed prior to, under or in connection with any Financing Document; or
• the legality, validity, effectiveness, suitability or enforceability of any Financing Document, or of any other contract, agreement or document entered into, reached or signed prior to, under or in connection with any Financing Document; or
• to verify whether any information provided, or to be provided, to any Financial Party is private information the use of which may be regulated or prohibited by any

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• applicable law or regulation relating to the misuse of inside information or of any other kind.
• No Duty of Control

The Agent shall not be obliged to investigate:

• whether or not any Breach has occurred;
• whether any of the Parties has complied with or breached their obligations under any Financing Document; or
• whether any other event specified in any Financing Document has occurred.
• Exclusion of liability
• Without in any way limiting the provisions of paragraph (b) below (and without prejudice to any other provision contained in any Financing Document pursuant to which the Agent’s liability is excluded or limited), the Agent shall not be liable for:
• any damages, costs or losses incurred by any person, or for any diminution in value or liability of any kind which it may incur as a result of having taken, or failed to take, any action under, or in connection with, any Financing Document, unless such damages, costs or losses have been caused directly as a result of gross negligence or wilful misconduct on its part;
• to exercise, or not to exercise, any right, power, authorisation or authority granted to it under, or in connection with, any Financing Document or any other contract, agreement or document entered into, concluded or signed prior to, under or in connection with any Financing Document, except in the event of gross negligence or wilful misconduct on its part; or
• without prejudice to the generality of the provisions set out in sections (i) and( ii) above, any damages, costs or losses incurred by any person, any diminution in value or any liability of any kind (including, without limitation, for negligence or any other category of liability whatsoever, but excluding for these purposes any claim arising from any wilful misconduct on the part of the Agent) arising from:
• any act, event or circumstance beyond its reasonable control; or
• general risks associated with investment or the ownership of assets in any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liabilities arising as a consequence of any nationalisation, expropriation or other administrative acts; any exchange control regulations, currency devaluation or fluctuations; any market conditions affecting the execution or settlement of transactions or the value of assets (including any Event of Interruption); any breakdown, failure or

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malfunction of any transport, telecommunications or IT services or systems operated by third parties; any natural disasters or events of force majeure; wars, terrorist acts; situations of insurrection or revolution; as well as any strikes or industrial action.

• Neither Party (other than the Agent) may bring any proceedings against the directors, officers, representatives, authorised agents or employees of the Agent in respect of any claim they may have against the Agent or in respect of any act or omission of any kind on their part in connection with any Financing Document.
• The Agent shall not be liable for any delay (and the consequences arising therefrom) in the payment of such sums as, in accordance with the Financing Documents, are to be distributed by the Agent, provided that the Agent has taken all necessary measures (and at the appropriate time) to comply with applicable regulations or the operational instructions of the clearing and settlement systems used by the Agent for that purpose.
• The Agent shall not be obliged to carry out on behalf of any Lending Entity:
• any customer identification procedures (know your customer), nor any other checks of any kind in relation to any person; or
• any verification regarding the possibility that any transaction contemplated in this Agreement may be unlawful for any Lending Entity,

and each of the Lending Entities confirms to the Agent that they shall be solely responsible for carrying out any checks that need to be performed and that they shall not be entitled to rely on the procedures carried out by the Agent for that purpose.

• Without prejudice to any provision set out in any Financing Document for the purpose of excluding or limiting the Agent’s liability, any liability arising for the Agent under, or in connection with, any Financing Document shall be limited to the amount corresponding to the specific losses incurred (calculated by reference to the date on which the relevant breach by the Agent occurred or, if later, the date on which such losses arose as a consequence of that breach), without taking into account for these purposes any particular conditions or circumstances known to the Agent at any time and which increase the amount of the said losses. The Agent shall not be liable under any circumstances for any loss of income, goodwill, reputation, business opportunity or anticipated savings, or for special, exemplary, indirect or consequential damages, regardless of whether or not the Agent has been warned of the possibility of incurring such damages or losses.
• Indemnification of the Lending Entities to the Agent

Each of the Lending Entities (in proportion to its share in the Loans or, if such share is zero, in the proportion existing immediately prior to its reduction to zero) shall indemnify the Agent within three (3) Business Days immediately following receipt of a request to that effect, against any expense, loss or liability (including, without limitation, for negligence or any other form of liability whatsoever) incurred by the Agent (provided that such has not

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been caused as a result of the Agent’s own gross negligence or wilful misconduct) (or, in the case of any expense, loss or liability under Clause17.9 (Interruption of Payment Systems, etc.), including in the event of negligence, gross negligence or any other form of liability on the part of the Agent, excluding for these purposes any claim arising from any wilful misconduct on the part of the Agent) whilst acting as Agent under the Financing Documents (except where any Obligor has reimbursed the Agent for the relevant amounts in accordance with a Financing Document ).

• Termination of the Agent
• The Agent may resign from its appointment and designate one of its Affiliates operating through an office in Spain as the new Agent, subject to prior notification to the Lending Institutions and the Obligors’ Agent.
• Alternatively, the Agent may resign from its appointment by giving thirty (30) days’ notice to the Lending Institutions and the Obligors’ Agent, in which case the Majority of Lending Institutions (after consulting with the Obligors’ Agent) may appoint a new Agent.
• If the Majority of Lending Institutions has not appointed a new Agent in accordance with the foregoi (b) within thirty (30) days of receiving the relevant notice of resignation, the outgoing Agent (after consulting with the Obligors’ Agent) may appoint a new Agent (operating through an office in Spain).
• In the event that the Agent wishes to resign from their appointment on the grounds that (acting reasonably) their continued service in that capacity is no longer appropriate, and provided that it is authorised to appoint a new Agent in accordance with the terms set out in section (c) above, the Agent may (if it determines (acting reasonably) that it is necessary for the purpose of persuading the proposed new Agent to enter into this Agreement as an Agent) agree with the proposed new Agent to make amendments to this Clause13 (Agent) and to any other provision contained in this Agreement relating to the rights or obligations of the Agent on terms consistent with current market practice regarding the appointment and protection of such agents, together with any reasonable amendments in relation to the applicable agency commission that are consistent with the customary rates applicable to the new Agent, all such amendments being binding on the Parties.
• The outgoing Agent shall, at its own expense, make available to the new Agent all documentation and information, and shall provide such assistance as the new Agent may reasonably request for the purposes of performing its duties as Agent under the Financing Documents. The Obligors’ Agent shall, within three (3) Business Days of being so requested, reimburse the outgoing Agent for the amounts corresponding to all costs and expenses (including, for these purposes, lawyers’ fees) reasonably incurred by the latter for the purpose of making the aforementioned documentation and information available to the new Agent and providing the assistance referred to.
• The Agent’s resignation shall only take effect upon the new Agent’s acceptance of their appointment.

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• As soon as the new Agent is appointed, the outgoing Agent shall be released from any obligations in relation to the Financing Documents (except in respect of its obligations under the preceding section‎ (b) ), although it shall retain the right to benefit from the provisions of Clause8.3 (Indemnity to the Agent) and this Clause13 (Agent) (and the agency commission, if any, due to the outgoing Agent shall cease to accrue from (and shall be paid on) that date). The new Agent and the other Parties shall have the same rights and obligations towards one another as they would have had if the new Agent had been one of the original Parties to this Agreement.
• Following consultation with the Obligors’ Agent, the Majority of Lending Entities may, by notice to the Agent, require the Agent to resign from their appointment in accordance with the provisions of the preceding paragraph (b) . In such an event, the Agent shall resign from their appointment in accordance with the provisions of the preceding paragraph (b) .
• The Agent shall resign from its appointment in accordance with the provisions of the preceding paragraph (b) (and, to the extent applicable, shall use its best endeavours to appoint a new Agent in accordance with the provisions of the preceding paragraph (c) ) if, on (or after) the date falling three (3) months prior to the earliest FATCA Application Date in relation to any payment made to the Agent under the Financing Documents, any of the following circumstances arises:
• a Lending Entity reasonably believes that the Agent will not have (or will cease to have) FATCA Exempt Party status on or after such FATCA Application Date;
• it appears from the information provided by the Agent that the Agent will not have (or will cease to have) FATCA Exempt Party status on or after such FATCA Application Date; or
• the Agent notifies the Obligors’ Agent and the Lending Entities that it will not have FATCA Exempt Party status (or will cease to have it) on or after the said FATCA Application Date;

and (in any event) the Obligors’ Agent or a Lending Institution reasonably believes that any of the Parties will be required to make a FATCA Withholding, which would not have been required had the Agent been a FATCA Exempt Party, and the Obligors’ Agent or such Lending Institution requires the Agent to resign by giving express notice to that effect.

• The new Agent appointed or designated in accordance with the preceding paragraphs shall be appointed or designated simultaneously as an ‘Agent’ under the Framework Agreement for Circulating Funds.
• Confidentiality
• The actions carried out by the Agent shall be deemed to have been performed by the division responsible for managing agency functions in similar transactions. That division shall be regarded as an entity independent of the Agent’s other divisions or departments.

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• Should any of the Agent’s other divisions or departments receive any information, such information shall be regarded as the proprietary and confidential information of that division or department and, consequently, shall not be deemed to have been received by the Agent.
• Relationship with Lending Entities
• The Agent may treat the person listed in its records as the Lending Entity at the start of each working day (at the location corresponding to the Agent’s head office, as notified to the Financial Parties at any time) as the Lending Entity acting through its Financing Office:
• authorised to receive, or responsible for making, any payment due in connection with any Financing Document on that day; and
• empowered to receive, and to act upon receipt of, any notice, request, document or communication, or to make any decision or adopt any resolution pursuant to any Financing Document executed or granted on such day,

unless the Lender has given notice to the contrary at least five (5) Business Days in advance, in accordance with the terms of this Agreement.

• Any Lending Entity may notify the Agent of the appointment of a contact person to receive on its behalf all notifications, communications, information and documents to be delivered (or sent) to such Lending Entity pursuant to the Financing Documents. The notification shall specify the address, fax number and (where communication by email or other electronic means is permitted in accordance with Clause19.5 (Electronic Communication)), the email address and/or any other information required to enable the transmission and receipt of information by such means (and, in each case, the department or contact person, if any, to whom the communication is to be addressed), and shall be deemed to constitute notification by the said Lending Institution of an alternative address, fax number, email address, department and contact person, for the purposes of Clause19.2 (Addresses) and sub-clause (a)( ii) of Clause19.5 (Electronic Communication), and the Agent may regard that person as authorised to receive all the aforementioned notifications, communications, information and documents as if they were the Lending Entity itself.
• Credit assessment by the Lending Institutions

Without prejudice to the liability of any Obligor for the information provided by it or on its behalf in relation to any Financing Document, each of the Lending Entities confirms to the Agent that it has been, and shall continue to be, solely responsible for conducting its own independent assessment and investigation of all risks arising from, or relating to, any Financing Document, including, by way of example:

• the financial position, status and nature of each member of the Group;
• the legality, validity, effectiveness, suitability or enforceability of any Financing

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• Document and of any other contract, agreement or document previously granted, executed or entered into pursuant to, or in connection with, any Financing Document;
• whether such Lending Entity has recourse, and the nature and extent of such recourse, against any Party or against any of their respective assets under, or in connection with, any Financing Document, the transactions contemplated by the Financing Documents or any other contract, agreement or document previously executed, entered into or signed pursuant to, or in connection with, any Financing Document; and
• the adequacy, accuracy or completeness of any other information provided by the Agent, by any Party or by any other person under, or in connection with, any Financing Document, the transactions contemplated by any Financing Document or any other contract, agreement or document previously executed, entered into or signed pursuant to, or in connection with, any Financing Document.
• Set-off against amounts payable by the Agent

If any Party owes an amount to the Agent under the Financing Documents, the Agent shall be entitled, upon notice to such Party, to set off such amount against any payments which the Agent is obliged to make to the Party concerned, and to apply the amount so set off towards the payment of the amount owed. In such a case, the Party concerned shall be deemed to have received in full the amount that was initially to be paid by the Agent.

• MANAGEMENT OF THE BUSINESS BY THE FINANCIAL PARTIES

None of the clauses of this Agreement constitutes:

• an interference with the right of any of the Financial Parties to manage their affairs (tax or otherwise) as they see fit;
• an obligation on the part of any of the Financial Parties to investigate or claim any credit, relief, exemption or refund available to them, or the scope, order and manner of any such claim; or
• an obligation on the part of any of the Financial Parties to disclose information relating to their affairs (whether of a tax nature or otherwise) or t te any calculations they make for tax purposes.
• REDISTRIBUTION OF PAYMENTS
• Payments made to the Financial Parties
• Subject to the provisions of paragraph (b) below, in the event that a Financial Party (“Receiving Financial Party”) receives or recovers any amount from the Obligors by means other than those provided for in Clause17 (Payments) and applies such amount to satisfy payments due under the Financing Documents, then:
• the Receiving Financial Party shall, within the three (3) Business Days

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• immediately following, notify the Agent of the details of the amounts received or recovered;
• the Agent shall determine whether the amount received or recovered exceeds the amount which the Receiving Finance Party would have been entitled to receive in accordance with Clause17 (Payments), without taking into account any Taxes to which the Agent would be subject in connection with the receipt, recovery or distribution of the amounts in question; and
• the Receiving Financial Party shall, within three (3) Business Days following the Agent’s request to that effect, pay the Agent an amount (the “Distributable Payment”) equal to the difference between the amount received or recovered and the amount that would actually have been due to the Receiving Financial Party had it made the distribution in accordance with Clause17 (Payments).
• For the avoidance of doubt, the provisions of paragraph (a) above shall not apply to any amount obtained from CESCE, ICO or FEI under the relevant CESCE Policies, ICO Guarantees or FEI Guarantees.
• Redistribution of payments

The Agent shall treat the Distributable Payment as an amount paid by the Obligor in question and, consequently, shall distribute it amongst the Financial Parties (other than the Receiving Financial Party) (the “Distributing Financial Parties”) in accordance with Clause17.6 (Partial Payments) in satisfaction of the obligations of that Obligor towards the Distributing Financial Parties.

• Rights of the Receiving Financial Party

In relation to distributions made by the Agent in accordance with Clause15.2 (Redistribution of payments), the amount corresponding to the Distributable Payment shall not be deemed to have been paid by the Obligor to the Receiving Financial Party.

• Refunds

In the event that any Distributable Payment delivered by a Receiving Financial Party is to be returned to the Obligor and is reimbursed by such Receiving Financial Party, then:

• each Distributing Financial Party that has received any amount of the Distributable Payment in accordance with Clause15.2 (Redistribution of payments) shall, upon the Agent’s request, pay to the Agent, for delivery to the Receiving Financial Party, an amount equal to the amount it received in the Distributable Payment (together with an amount proportional to any interest or compensation which, where applicable, the Receiving Financial Party would have to repay to the Obligor) (the “Redistributed Amount”); and
• for the purposes of the relationship between the relevant Obligor and the Distributing Financial Party, the amount corresponding to the Redistributed Amount shall not be regarded as an amount paid by the Obligor.

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• Exceptions
• This Clause15 (Redistribution of payments) shall not apply to the extent that the Receiving Financial Party does not become the holder, once the payments required in accordance with this Clause15 (Redistribution of payments) have been made, of an enforceable claim against the Obligors.
• A Receiving Financial Party shall not be obliged to share with the other Financial Parties any amounts it may have received as a result of any judicial or arbitration proceedings in the event that:
• it has notified the other Financial Parties of the commencement of such proceedings; and
• the remaining Financial Parties have had the opportunity to participate in such proceedings but have failed to do so within a reasonable period of time, having been duly notified, and have not initiated any separate legal or arbitration proceedings.
• ACCESSION OF NON-SIGNATORY LENDING ENTITIES AND TH
• Prior to the Signing Date, the Obligors have invited all Lending Institutions to sign this Agreement and the applicable Global Financing Documents to which they are to be a party.
• Notwithstanding that the Non-Signatory Lending Institutions have not signed this Agreement on the Signing Date, the Non-Signatory Lending Institutions shall become parties to this Agreement and to the other Global Financing Documents to which they are required to be parties for all legal and contractual purposes on the earlier of the following dates:
• the date on which they accede to this Agreement pursuant to the Letters of Election; and
• the date of issue of the Order of Approval,

all in accordance with the provisions of the Restructuring Plan.

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SECTION 7 ADMINISTRATION

• PAYMENTS
• Payments to the Agent
• On each date on which an Obligor is required to make a payment under any Financing Document, such Obligor shall make the relevant amounts available to the Agent (unless otherwise provided in the Financing Documents) with a value date of the day on which the payment is due, at the time and in the manner specified by the Agent as customary at that time for the settlement of transactions in the relevant currency at the place of payment.
• Payments to the Agent shall be made to the account specified by the Agent from time to time.
• Distributions by the Agent and proportionality of payments
• Any payment received by the Agent in accordance with the Financing Documents for distribution to other Parties, and subject to the provisions of Clause17.4 (Distributions to an Obligor) and Clause17.5 (Return of payments), shall be made available by the Agent to the relevant Party as soon as possible and to the account that such Party has notified to the Agent five (5) Business Days prior to the date on which the payment is due.
• All payments of principal and/or interest received by the Lending Institutions, whether through the Agent or by any other means (including the exercise of a right of set-off), must be proportional to their respective share of the outstanding Loans. Any Lending Entity receiving payments in respect of any Loan that do not comply with such proportionality shall immediately make the total payment received available to the Agent for the purposes of appropriate redistribution amongst the Lending Entities in accordance with the provisions of Clause15 (Redistribution of payments).

Without prejudice to the exception set out in the following paragraph, the proportionality regime provided for in this section shall also apply in the event that any of the Lending Institutions has received a sum greater than the other Lending Institutions pursuant to Article 280.7 of the Insolvency Act, unless such institution, prior to filing for insolvency proceedings against the Obligor in question, had offered the other Lending Entities the possibility of filing a joint application for insolvency proceedings through the Agent and such joint application had not been agreed by the Majority of Lending Entities within a maximum period of five (5) Business Days. To this end, the Lending Entities agree that, subject to the agreement of the aforementioned majority of Lending Entities to that effect, the Agent may file for the declaration of insolvency of such Obligor on behalf of and for the account of those Lending Entities that voted in favour of the application for the Obligor’s insolvency.

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Furthermore, the Lending Institutions expressly agree that the proportionality regime provided for in this Clause17.2 (Distributions by the Agent and proportionality in payments) shall not apply to any amounts of principal and/or interest that may, where applicable, to be received by any Lending Entities which, in the event of an Obligor’s insolvency and pursuant to Article 281.5 of the Insolvency Act, should be considered subordinated creditors because they are determined to be persons specially related to the Obligor declared insolvent.

• The proportional distribution rule described in section (b) above shall not apply:
• in the event of the mandatory early repayment provided for in Clause5.3 (a) (Illegality), in which case the corresponding payment shall be made exclusively to the affected Lending Institution;
• to payments made from the *** Account, in which case the corresponding payment shall be made exclusively to the Lending Institutions participating in the Loan Agreements (New Money); and
• payments made from the Cash Sweep Account, in which case the corresponding payment shall be made exclusively to the Lending Institutions participating in the Loan Agreements (Old Money).
• Application by the Lending Institutions of the principal amounts received
• Subject to the provisions of paragraphs (b) and (c) below, any principal amount received by a Lending Entity in accordance with the provisions of Clause17.2 (Distributions by the Agent and Proportionality of Payments) above shall be applied by that Lending Entity to its Loans in proportion to the outstanding principal balance corresponding to such Loans that is liquid, due and payable on the date of application.
• Exceptionally, amounts received by way of early repayment shall be applied by each Lending Institution in accordance with the following order of priority
• first, to its Loans (New Money); and
• second, to its Loans (Old Money), and within these, in the case of Lending Institutions (Alternative):
• first, to their Loans (Tranche A); and
• second, to its Loans (Standard Terms) and its Loans (Tranche B Terms) (excluding Loan Agreements (Interest-Bearing Loans)), pro rata amongst them; and
• thirdly, and in any event subject to the “Affected Debt” of “Class 2” and “Class 3” (as these terms are defined in the Restructuring Plan), to its Loan Agreements (Interest-Bearing Loans),

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in each of the preceding sections, the amounts shall be distributed amongst the Loans included in that section in proportion to the outstanding balance of the liquid, past due and payable principal corresponding to the Loans in that section on the date of application.

• Each Lender Guaranteed by ICO may amend the application rules set out in paragraphs (a) and (b) above, if required by its ICO Framework Agreements or the ICO Regulations.
• Distributions to a Debtor

The Agent may (with the consent of the Obligor or in accordance with the18 ) set off or apply towards the payment of amounts due by any Obligor under the Financing Documents any amount received by the Agent for distribution or delivery to such Obligor.

• Return of payments
• In respect of any sum paid to the Agent for delivery to another Party, the Agent shall not be obliged to distribute such sum until it has been able to verify to its satisfaction that the corresponding amount has been effectively received.
• If the Agent advances or distributes any amount and it is subsequently established that the Agent did not in fact receive the corresponding sum, the party obliged to deliver the amounts giving rise to the advance made by the Agent shall immediately deliver the relevant amount to the Agent and pay interest equal to the cost of obtaining the funds by the Agent. Such interest shall be calculated on the basis of the number of days elapsing between the date on which the funds should have been received by the Agent and the date of their actual receipt.
• In particular, in accordance with the provisions of Article 1170 of the Civil Code, should any cheque or draft handed over by the Obligors to the Agent prove to be dishonoured, such delivery shall not constitute payment, nor shall it therefore release the Obligors from their obligations; furthermore, if the Agent has made the agreed payments to other Financial Parties, this shall entitle the Agent to claim reimbursement from the latter.
• Partial payments
• In the event that the Agent receives an amount insufficient to satisfy the totality of the liquid, due and payable sums in accordance with the Financing Documents, the Agent shall apply such amount to the satisfaction of the corresponding obligations in accordance with the following order:
• first, to the pro rata payment of any outstanding amounts due to the Agent, in that capacity, under the Financing Documents;
• second, to the payment of default interest accrued under the (New Money) Loans and (Tranche A) Loans, such Loans being allocated in proportion to their respective outstanding balances that are due and payable on that date;

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• third, the payment of ordinary interest accrued under the Loans (New Money) and Loans (Tranche A), such Loans being allocated in proportion to their respective outstanding balances, due and payable on that date;
• fourth, to the payment of fees and commissions;
• fifth, the payment of expenses and taxes;
• sixth, to the payment of compensation and cost increases;
• seventh, the payment of enforcement costs and legal costs;
• eighth, the payment of amounts due in respect of principal (together with any applicable Early Repayment Charges, pro rata to the corresponding amount) under the Loan Agreements, the application of which must at all times comply with the provisions of Clause17.3 (Application by the Lending Entities of principal amounts received).
• ninth, the payment of default interest accrued under the Loans (Standard Terms) and the Loans (Tranche B), such amounts being allocated in proportion to the outstanding balance of the principal that is liquid, due and payable on that date;
• tenth, the payment of ordinary interest accrued under the Loans (Standard Terms) and the Loans (Tranche B), such amounts being apportioned in proportion to the outstanding principal balance that is due and payable on that date; and
• eleventh, the pro rata payment of any other amounts due under the Financing Documents.
• The Agent shall alter the order set out in paragraphs (a)(i) to (a)(xi) above if so instructed by the Majority of Lending Institutions.
• Payments shall be allocated first to the oldest debts; under no circumstances shall the allocation of payments to specific debts be construed as a waiver of other debts, even if they are older and arise from the same or a different source, unless such a waiver is expressly stated by the Lending Entities.
• Prohibition on set-off by the Obligors

All payments to be made by the Obligors pursuant to the Financing Documents shall be calculated and made without taking into account (or applying) any deduction for taxes, set-offs, withholdings or any other item to which they may be entitled.

• Business Days
• Any payment under the Financing Documents due on a day that is not a Business Day shall be made on the immediately following Business Day, unless such day falls within the following calendar month, in which case it shall be made on the Business Day immediately preceding that day.

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• During any extension of the date on which any payment of principal or any Outstanding Amount under this Agreement is due, interest shall accrue on the principal or the Outstanding Amount at the rate applicable on the original date on which the relevant payment was due.
• Interruption of Payment Systems, etc.

In the event that the Agent considers, in its opinion, that an Event of Disruption has occurred, or the Obligors’ Agent notifies the Agent of the occurrence of an Event of Disruption:

• the Agent may consult with the Obligors’ Agent (and shall do so if the Obligors’ Agent expressly requests it) regarding the measures to be adopted in relation to the operation or administration of the Financing Documents, taking into account the prevailing circumstances;
• the Agent shall not be obliged to consult in advance with the Obligors’ Agent regarding any of the measures referred to in the preceding paragraph (a) if, in its opinion, and given the circumstances of the case, this is not feasible. Furthermore, and in any event, the Agent shall not be obliged to act in accordance with the Obligors’ Agent’s instructions in this regard;
• the Agent may consult with the Lending Entities regarding any of the measures referred to in the previous section (a) , although it shall not be obliged to carry out such consultation if, in its opinion, it is not possible to do so given the existing circumstances;
• the Agent shall inform the Obligors’ Agent and the Financial Parties of the measures to be adopted prior to their implementation;
• any measures agreed between the Agent and the Obligors’ Agent (even if it has not been possible to definitively determine the occurrence of an Event of Default) shall be binding on the Parties as if they constituted a novation (or, where applicable, a waiver) of the terms set out in the Financing Documents, without prejudice to the provisions of Clause22 (Amendments and Waivers);
• the Agent shall not be liable for any damage, costs or loss suffered by any person, nor for any diminution in value or liability of any kind (including, without limitation, those arising from its negligence, gross negligence or any other form of liability, excluding for these purposes any claim arising from any wilful misconduct on the part of the Agent) resulting from the taking (or omission) of any action in accordance with, or in relation to, this Clause17 (Payments); and
• the Agent shall notify the Lending Entities of all measures agreed in accordance with the provisions of section (d) above.
• Erroneous Payments
• If the Agent makes any payment to another Party and subsequently notifies that Party that the payment was an Erroneous Payment, the Party to whom the Agent

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• has paid such amount must immediately (and without any further requirement) return it in full to the Agent.
• Whether or not arising from this Clause17.10 (Erroneous Payments):
• the obligations of any Party towards the Agent; and
• any right of the Agent,

in relation to an Erroneous Payment, shall not be affected in any way by any act, omission, circumstance or matter which (except as provided in this paragraph (b) ) might reduce, discharge or prejudice such obligations or rights.

• All payments that a Party is required to make to the Agent (whether as a result of this Clause17.10 (Erroneous Payments) or for any other reason) in connection with an Erroneous Payment shall be calculated and made without (and shall be free from any deduction or reduction relating to) any right of set-off or claim.
• For the purposes of this Agreement, “Erroneous Payment” means any payment made by the Agent to another Party which the Agent determines (in its sole discretion) to have been made in error.
• SET-OFF
• The Obligors expressly authorise each of the Financial Parties to apply any balances in their favour held with the Financial Parties, whether in current, savings, credit, fixed-term or any other present or future deposit accounts, towards the payment of any amounts due, payable and outstanding by them under the Financing Documents. Such authorisation includes the conversion by any Financial Party from one currency to another at a market exchange rate in the ordinary course of its business.
• With regard to securities of all kinds deposited with the Financial Parties by any of the Obligors, the latter authorise the former, to the extent legally possible, to proceed with their sale in order to offset, with the proceeds obtained, the obligations assumed by the Obligors under the Financing Documents. To this end, the Obligors empower the Financial Parties to sign and execute any document that may be necessary or expedient and on such terms as they deem appropriate, and expressly authorise them to engage in self-dealing.
• NOTIFICATIONS
• r written communications

All requests, notifications, notices and communications in general relating to the Financing Documents or arising therefrom, and for which no specific formality is required, shall be deemed to have been duly made when, with the necessary advance notice, they are sent by letter or fax.

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• Addresses

The addresses and fax numbers (and, where applicable, the persons or departments) to which any requests, notifications, notices and communications in general must be addressed are those set out in ANNEX 10 (Notifications).

Any change to the addresses specified in this Contract shall have no effect until it has been duly notified to the Agent or the Obligors’ Agent, as the case may be, at least five (5) Business Days in advance.

• Delivery
• Any request, notification, notice and communication in general relating to the Financing Documents (or arising therefrom) shall only be effective:
• in the case of a fax, when it has been received in a legible form; or
• in the case of letters, when received by the addressee concerned at the relevant address, or five (5) Business Days after posting at a post office or courier service,

and, in any event, provided that they are addressed to the departments, offices and contact persons listed in Clause19.2 (Addresses).

• Any communication or document to be sent or delivered to the Agent shall only take effect upon receipt by the Agent, and, therefore, only if it has been expressly specified that the relevant recipient is the department or contact person identified in Clause19.2 (Addresses), or, where applicable, any alternative department or contact person that the Agent may have designated for this purpose.
• All notifications received from, or addressed to, any Obligor shall necessarily be channelled through the Agent, who in turn shall forward them to the Lending Entities as set out in this Agreement, it being understood that, once received by the Agent, they shall also be deemed to have been received by the Lending Entities.

Likewise, general communications relating to this Agreement and those referring to it as a whole that are to be issued by the Lending Entities and addressed to the Obligors shall necessarily be channelled through the Agent.

• Any communication or document made or delivered to the Obligors’ Agent in accordance with this Clause19.3 (Delivery) shall be deemed to have been made or delivered to each of the Obligors.
• Any communication or document that is effective, in accordance with the provisions of sections (a) to (d) above, after 5:00 p.m. at the place where it is received, shall be deemed to be effective only on the following day.
• Notification of address and fax number

As soon as the Agent changes their address or fax number, they shall notify the other Parties in a timely manner.

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• Electronic communication
• Any communication between any two Parties under, or in connection with, the Financing Documents may be made by email or other electronic means provided that the said two Parties expressly agree to this form of communication between them (and unless at any time either of them decides otherwise and notifies the other accordingly) and provided that both Parties:
• provide each other in writing with their email addresses and/or any other information required to enable the sending and receiving of information by such means; and
• notify each other of any change to their email address or any other information previously provided by them at least five (5) Business Days in advance.
• Any electronic communication between the two Parties shall only take effect from the moment it is actually received in a legible format and, in the case of any electronic communication made by a Party to the Agent, only if it is addressed in the manner specified for that purpose by the Agent.
• Any electronic communication that is effective, in accordance with the provisions set out in paragraph (b) above, after 5:00 p.m. at the place where it is received, shall be deemed to be effective only on the following day.
• Language

All requests, notifications, notices, communications and any other documents in general that refer to, or are delivered in connection with, the Financing Documents or arise therefrom shall be drafted in Spanish , except in the case of Security Documents created over assets situated outside Spain, in which case such communications shall be drafted in English .

• PARTIAL INVALIDITY

If at any time any provision contained in a Financing Document is deemed unlawful, void or unenforceable under the laws of any competent jurisdiction, the legality, validity or enforceability of the remaining provisions of this Agreement, or the legality, validity or enforceability of such provision under the laws of any other competent jurisdiction, shall not be affected or impaired in any way by such circumstance.

• RESERVATION OF RIGHTS

Any failure or delay on the part of the Agent or any of the Financial Parties to exercise any right or take any action under a Financing Document shall not be deemed a waiver by any of them nor a ratification of the terms of the Financing Documents. Under no circumstances shall the terms of any Financing Document be deemed to have been ratified by a Financial Party unless such ratification is made in writing. The single or partial exercise of any right or remedy shall not preclude the subsequent exercise of the same or the exercise of any other

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right or remedy. The rights and remedies set out in each of the Financing Documents are cumulative and do not exclude any rights or remedies provided for by law.

• AMENDMENTS AND WAIVERS
• Amendments or specific waivers
• The terms of the Financing Documents (except for the matters provided for in Clause22.2 (Matters Requiring Unanimity) and Clause22.3 (Other Exceptions) below) may only be amended (or their enforceability waived) by agreement of the Borrowers, the Guarantors (in those documents to which they are party) and the Majority of Lending Institutions.
• Any decision which, in accordance with the provisions of the Financing Documents, must be taken by the Majority of Lending Institutions shall be binding on all Lending Institutions.
• Subject to the provisions of paragraph (c) of Clause13.1 (Appointment of the Agent), once the consent of the Majority of Lending Institutions has been obtained, the Agent shall be authorised to execute the relevant amendment agreements or authorisation documents on behalf of and in the name of all the Lending Institutions (the latter waiving their right to appear in their own name and right).
• Each Obligor consents to any modification or waiver of the enforceability of compliance (“waiver”) of any term of any of the Financing Documents agreed by the Agent on behalf of the Obligors.
• Matters requiring unanimity

Notwithstanding the provisions of Clause22.1 ( Specific amendments or waivers)) , the prior consent of all Lending Institutions shall be required to amend or waive compliance with any term of any of the Financing Documents affecting any of the following matters:

• the definition of “Majority of Lending Entities” set out in Clause1.1 (Definitions);
• the extension of the period within which any amount is due and payable under the Financing Documents, except in the following cases:
• where it relates to the terms of the Loan Agreements that have not been amended (or governed) under this Agreement, provided that such extension does not affect the rights of the other Lending Entities; and
• in respect of any agency commission payable by Wallbox Chargers to the Agent;
• changes to the Borrowers or the Obligors that are not in accordance with the provisions of the Financing Documents (including, without limitation, as a result of a Permitted Disposal) ;
• any modification of the scope or nature of the warranties and indemnities granted under Clause10 (First Demand Guarantee) and of any Security Interest in the

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• Transaction;
• any Clause expressly requiring the consent of all Lending Entities;
• any amendment or decision relating to the definition of “Sanctions” set out in Clause1.1 (Definitions), in section29 (Sanctions) of ANNEX 13 (Representations), or in section35 (Sanctions) of ANNEX 15 (General Obligations); and
• Clause5 (Terms Common to All Loan Agreements); sections8 (Cash-pooling) and30 (Bank Accounts) of ANNEX 15 (General Obligations), this Clause22 (Amendments and Waivers), Clause28 (Governing Law) or Clause29 (Jurisdiction).
• Other exceptions

Notwithstanding the provisions of Clause22.1 (Amendments or specific authorisations (“waivers”)) above:

• any amendment to the powers conferred on the Agent may not be made without the Agent’s consent;
• the enforcement of the Security Interests in the Transaction must be approved by a Majority of Lending Institutions;
• any amendment or waiver relating to the terms of the Loan Agreements that have not been amended (or governed) under this Agreement (or any other Financing Document) and that does not in any way affect the rights of the other Lending Institutions or the Financing Documents shall require only the prior consent of the relevant Lending Institution; and
• any amendment or waiver which:
• relates solely and exclusively to a type (or sub-class) of Loan Agreements (such as, for example, the Loan Agreements (Old Money) and, within these, the Loans (Standard Terms), the Loans (Tranche A) and the Loans (Tranche B)); and
• shall not in any way affect the rights or obligations of the other Lending Institutions and classes (or sub-classes) of Loan Agreements,

it shall require only the prior consent of the Lending Entities participating in that class (or sub-class) of Loan Agreements, adopted by unanimous agreement or a “majority” of such Lending Entities (applying “mutatis mutandis” the general decision-making regime provided for in this Agreement to the decision or matter in question).

For these purposes, “majority” shall mean the group of Lending Entities holding, in the class or sub-class of Loan Agreements in question, the shareholding specified in the definition of “Majority of Lending Entities” by reference solely to that class or sub-class.

• OPERATIONAL ISSUES

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• The Obligors acknowledge and agree that, in order for the Lending Institutions to be able to take the necessary steps to fulfil their obligations under this Agreement, the operating systems habitually and necessarily used for such purposes must be available and functioning correctly, that is to say, the entire financial system and the human resources, computer, electronic or telematic systems and platforms (including, by way of example and without limitation, payment, clearing and cash and securities settlement systems, or systems for the communication and transmission of information), whether owned by the Lending Institutions themselves or by third parties (the “Operating Systems”).
• The Obligors acknowledge and accept that, in accordance with Article 1.105 of the Civil Code, the Lending Entities do not guarantee the availability or proper functioning of the Operating Systems and that, therefore, the Lending Entities assume no liability, nor any obligation to pay compensation, for incidents of any kind (whether IT or security-related, failures, delays, errors or omissions), temporary or permanent suspensions of the Operating Systems, or for any other unforeseeable and/or unavoidable circumstance, incident or event, or force majeure, which affects or may affect the normal performance of their obligations under this Agreement.
• Likewise, the Lending Entities acknowledge and accept the provisions of the preceding paragraph with regard to the Agent.
• In the event that the Obligors are unable to make the payments due on the relevant payment dates in accordance with the provisions of this Agreement due to incidents affecting the Agent’s Operating Systems, the Lending Entities shall not hold the Obligors liable for the delay in payment, and the Obligors shall be obliged to make the payment as soon as operationally possible.
• VAT AND TAX ON TRANSFERS OF ASSETS AND DOCUMENTED LEGAL ACTS
• The parties declare that this Contract constitutes a transaction subject to Value Added Tax, but exempt therefrom in accordance with Article 20.1, number 18, paragraph c) of Law 37/1992 of 28 December.
• This Contract is not subject to Property Transfer Tax and Stamp Duty, in accordance with Articles 7.5 and 31.2 of the Consolidated Text of said Tax approved by Royal Legislative Decree 1/1993 of 24 September.
• CONFIDENTIALITY
• Confidential Information

Each of the Financial Parties agrees to keep all Confidential Information confidential and not to disclose it, except to the extent permitted by Clause25.2 (Disclosure of Confidential Information) below, and to ensure that all Confidential Information is protected by the security measures and with the duty of care that it would apply to its own confidential information.

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• Disclosure of Confidential Information

The Financial Parties may disclose:

• to any of their Affiliates and related funds and to any of their directors, board members, employees, professional advisers, auditors, partners and Representatives, the Confidential Information that the Financial Party deems appropriate, provided that any person to whom the Confidential Information is to be disclosed in accordance with this paragraph (a) is informed in writing of its confidential nature and that all or part of such Confidential Information may be sensitive and affect any prices on organised securities markets, although this notification requirement shall not apply if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by confidentiality requirements in relation to the Confidential Information;
• to any central bank or federal reserve in favour of which a Financial Party has created any charge, lien or Security Interest over the Financial Parties’ rights under the Financing Documents, such Confidential Information as that Financial Party deems appropriate;
• to any person generally:
• to (or through) whom it assigns (or may potentially assign) all or any of its rights and/or obligations under one or more of the Financing Documents or who replaces it (or may potentially replace it) as Agent and, in any event, to any of the Affiliates, related funds, Representatives and professional advisers of such person;
• with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation relating to, or any other transaction under which payments are to be, or may be, made in connection with, one or more Financing Documents and/or one or more Obligors, as well as to any of the Affiliates, linked funds, Representatives and professional advisers of such person;
• designated by any Financial Party or other person to whom the provisions of section (c) (i) or (( ii) above, to receive on their behalf communications, notices, information or documents delivered in accordance with the Financing Documents (including, without limitation, any person designated under section (b) of Clause13.13 (Relationship with Lending Entities));
• which invests in, or otherwise finances (or could theoretically invest in, or otherwise finance), directly or indirectly, any transaction referred to in sub-clause (c) (i) or (c)( ii) above;
• to whom the information must be disclosed by order of a competent court or tribunal, or by any governmental, banking, tax or other regulatory authority, or similar body, by the rules of any securities market or in accordance with any applicable law or regulation;

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• to whom the information must be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative proceedings or any other investigation, proceeding or dispute;
• who is a Party; or
• with the consent of the Obligors’ Agent,

in each case, such Confidential Information as such Financial Party deems appropriate if:

• in relation to the sections (c) (i) ,‎ (c)( ii) and (( iii) as set out above, the person to whom the Confidential Information is to be disclosed must have signed a Confidentiality Agreement, although such a Confidentiality Agreement shall not be required if the recipient of the information is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
• in relation to the previous section‎ (c)( iv) , the person to whom the Confidential Information is to be disclosed has signed a Confidentiality Undertaking or is otherwise bound by confidentiality requirements in relation to the Confidential Information received, and is informed that all or part of such Confidential Information may be sensitive information and may affect any prices on organised securities markets; and
• in relation to sections‎ (c) (v) and ( (vi) above, the person to whom the Confidential Information is to be disclosed has been informed of its confidential nature and that all or part of such Confidential Information may constitute sensitive information and affect any prices on organised securities markets, although there shall be no disclosure requirement if, in the opinion of that Financial Party, it is not possible to do so in the prevailing circumstances;
• to any person appointed by that Financial Party or by a person to whom the provisions of section‎ (c) (i) or ‎ (c)( ii) above apply, to provide administrative or settlement services in relation to one or more of the Financing Documents, including, but not limited to, in connection with the negotiation of any interest in relation to the Financing Documents, such Confidential Information as may be necessary to enable that service provider to perform any of the services referred to in this section ( provided that the latter has entered into a confidentiality agreement, substantially in the form of the so-called LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers published by the LMA, or any other model confidentiality undertaking agreed between the Obligors’ Agent and the relevant Financial Party;
• to CESCE (and its directors, board members, employees, professional advisers, auditors, partners and Representatives) such Confidential Information as that Financial Party deems appropriate;

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• to the competent court handling the judicial approval of the Restructuring Plan;
• to any credit rating agency (including its professional advisers) such Confidential Information as may be necessary for that rating agency to carry out its ordinary rating activities in relation to the Financing Documents and/or the Obligors, provided that the agency to which the Confidential Information is to be disclosed is informed of its confidential nature and that all or part of such Confidential Information may constitute sensitive information and affect any quotations on organised securities markets; and
• any general information regarding the Financing Documents or the functions performed by the Lending Entities within the framework of those documents that the Lending Entities may disclose for inclusion in industry-specific tables or rankings. The disclosure of any other additional information shall require the prior authorisation of the Obligors’ Agent, to be requested through the Agent.
• Disclosure to numbering service providers
• Any of the Financial Parties may disclose to any national or international numbering service provider appointed by that Financial Party to provide numbering services in relation to the Financing Documents and/or to one or more Obligors, the following information:
• names of Obligors;
• country of residence of the Obligors;
• place of incorporation of the Obligors;
• the date of this Agreement;
• 28 ;
• name of the Agent;
• the date of each amendment and update to this Agreement;
• amount of the Loans;
• Currency;
• Maturity Date (New Money);
• Maturity Date;
• changes to any information previously provided in accordance with sections (i) to (xi) above; and
• the remaining information agreed between that Financial Party and the Obligors’ Agent,

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in such a way as to enable the numbering service provider to provide its standard number allocation services for syndicated loans.

• The Parties acknowledge and agree that each identification number assigned to a Financing Document and/or to one or more Obligors by a numbering service provider, as well as the information associated with each of such numbers, may be disclosed to users of its services in accordance with the standard terms and conditions of the said numbering service provider.
• Each Obligor represents that none of the information referred to in points (i) to( xiii) of section (a) above is, or will at any time be, sensitive unpublished information that may affect the prices of any securities issued and listed on organised markets.
• The Agent shall notify the Obligors’ Agent and the other Financial Parties of:
• the name of any numbering service provider appointed by the Agent in relation to a Financing Document and/or one or more Obligors; and
• the number or, where applicable, the numbers assigned to a Financing Document and/or to one or more Obligors by the aforementioned numbering service provider.
• Entire Agreement

This Clause25 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Financial Parties under the Financing Documents concerning Confidential Information, and supersedes any prior agreement, whether express or implied, in relation to Confidential Information.

• Inside Information

Each of the Financial Parties acknowledges that all or part of the Confidential Information is, or may be, sensitive information that may affect any quotations on organised securities markets, and that the use of such information may be regulated or prohibited by applicable law, including legislation relating to insider dealing and market manipulation, and each of the Financial Parties undertakes not to use any Confidential Information for any unlawful purpose.

• Notification of disclosure

All Financial Parties agree (to the extent permitted by applicable laws and regulations ) to inform the Obligors’ Agent:

• the circumstances relating to any disclosure of Confidential Information made in accordance with the provisions of sub-clauses‎ (c) (v) of the preceding Clause25.2 (Disclosure of Confidential Information), except where such disclosure is made to any of the persons referred to in that sub-clause in the ordinary course of their supervisory or regulatory duties; and
• upon becoming aware that Confidential Information has been disclosed in breach of

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• the provisions of this Clause25 (Confidentiality).
• Ongoing obligations

The obligations set out in this Clause25 (Confidentiality) are ongoing and, in particular, shall continue to apply and remain binding on all Financial Parties for a period of twenty-four (24) months from the earlier of the following dates:

• the Termination Date; and
• the date on which any of the Financial Parties ceases to hold such status in any other way.
• DATA PROTECTION
• In order to provide the services and fulfil the obligations set out in this Agreement, it is necessary for the Parties to process personal data relating to their respective representatives or contact persons, as well as that of third parties – for example, employees, collaborators, or other persons performing a function or providing services for any other Party. Such data shall be limited to the minimum necessary for professional contact purposes and shall be processed by and under the responsibility of each Party for the purpose of managing, maintaining, developing and monitoring the contractual relationship between the Parties and for the fulfilment of their respective legal obligations.
• The legal basis for the processing of the data is the legitimate interest of the parties in the maintenance, management and performance of this Contract, as well as the fulfilment of their legal obligations, and no disclosure to third parties is envisaged, unless this is essential for the performance and execution of the services covered by the Contract or is necessary to comply with a legal obligation.
• The data subject to processing will be retained for the duration of this Contract and, where applicable, thereafter to the extent that contact and any commercial relations between the Parties are maintained.
• Where the processing of personal data is no longer necessary for the purposes set out in this Clause26 (Data Protection), the data shall be retained by the Parties in a duly restricted form, which shall mean that neither Party shall carry out any processing other than its retention for the purposes of making it available to the competent public authorities, judges and courts or the Public Prosecutor’s Office; to address any potential liabilities arising from the contractual relationship or those related to data processing. The data shall be retained by the Parties in a blocked state for the periods provided for in the applicable legal provisions or, where applicable, for the limitation periods of actions arising from the contractual relationship between the Parties, with the data being physically deleted or completely anonymised once such periods have elapsed.
• Data subjects whose personal data are provided by the Parties in accordance with the provisions of the preceding paragraphs may, at any time, exercise their rights of access, rectification, objection, erasure, portability, restriction of processing, and any

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• other applicable rights, by means of a written request addressed to the addresses indicated on the web (Notifications).
• Furthermore, data subjects have the right to seek the protection of the Spanish Data Protection Agency via its website www.aepd.es.

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SECTION 8 PUBLICATION, APPLICABLE LAW AND ENFORCEMENT

• Notarisation

The Parties shall deliver an original copy of this Agreement to the Notary of the Madrid Bar Association, Mr Francisco Miras Ortiz, for the purpose of having it notarised, at the place and on the date set out at the beginning of this document, with the corresponding notarial fees (including those relating to the issue of first copies (with or without enforceable effect)) to be borne by Wallbox Chargers.

• GOVERNING LAW

This Agreement and any non-contractual obligations arising therefrom shall be governed by and construed in accordance with Spanish law.

• JURISDICTION

To the extent that such submission is legally permissible, each party to this Agreement irrevocably submits, expressly waiving any jurisdiction that might otherwise apply, to the jurisdiction of the Courts and Tribunals of the city of Madrid (Spain) for the hearing and resolution of any claim that may arise from the performance or interpretation of this Agreement (including, for these purposes, any dispute relating to its existence, validity or expiry) and of the non-contractual obligations relating thereto.

[Signature pages and annexes follow]

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___________________________________<br>WALL BOX CHARGERS, S.L.U.<br><br>AR ELECTRONICS SOLUTIONS, S.L.U.<br><br>WALLBOX USA INC.<br><br>COIL INC<br><br>WALLBOX FRANCE SAS<br><br>ELECTROMAPS, S.L.U.
---	---
P.p.<br><br><br><br>___________________________________<br><br>WALLBOX N.V.
P.p.<br><br><br><br>___________________________________<br>BANCO SANTANDER, S.A.	___________________________________<br>Banco Santander, S.A.
P.p.<br><br><br><br>_____________________________________________<br>BANCO BILBAO VIZCAYA ARGENTARIA S.A.	P.p.<br><br><br><br>__________________________________________________<br>BANCO BILBAO VIZCAYA ARGENTARIA S.A.
P.p.<br><br><br><br>___________________________________<br>CAIXABANK, S.A.	P.p.
P.p.
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---	---	---
___________________________________<br>EBN BANCO DE NEGOCIOS, S.A.	___________________________________<br>EBN BANCO DE NEGOCIOS, S.A.
---	---
P.p.<br><br><br><br>___________________________________<br>OFFICIAL CREDIT INSTITUTE, E.P.E.	P.p.
P.p.<br><br><br><br>___________________________________<br>CATALAN INSTITUTE OF FINANCE
P.p.<br><br><br><br>___________________________________<br>MORA BANC GRUP, S.A.	___________________________________<br>MORA BANC GRUP, S.A.
P.p.<br><br><br><br>___________________________________<br>SPANISH DEVELOPMENT FINANCE COMPANY, COFIDES, S.A., S.M.E. AS MANAGER IN ITS OWN NAME AND ON BEHALF OF THE FUND FOR INVESTMENTS ABROAD, F.C.P.J. (FIEX)	P.p.<br><br><br><br>___________________________________<br>SPANISH DEVELOPMENT<br><br>DEVELOPMENT FINANCING,<br><br>COFIDES, S.A., S.M.E. AS MANAGER IN ITS OWN NAME AND ON BEHALF OF THE FUND FOR FOREIGN INVESTMENTS, F.C.P.J. (FIEX)
P.p.<br><br><br><br>___________________________________<br>PALMER AGENCY SERVICES (SPAIN), S.L.U.
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• LOAN AGREEMENTS

[Intentionally omitted]

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• REPAYMENT SCHEDULE
• Amortisation schedule – general rule

[Intentionally omitted]

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• PRELIMINARY, , OR SIMULTANEOUS CONDITIONS
• Conditions Preceding or Concurrent with the signing of the Contract
• Copy of:
• for each Spanish Original Obligor, a certified copy issued by the relevant Commercial Registry containing the following details: proof of its valid incorporation and existence, proof that the open registry file is current, composition of the board of directors, updated articles of association and absence of any situation of dissolution and/or insolvency proceedings, supplemented by copies of any documents pending registration in the Commercial Registry (if any) or which has been registered in the Commercial Register but does not appear in the certificate provided; and
• in respect of each Original Obligor that is not Spanish, its deed of incorporation and its current articles of association (consolidated).
• A copy of the resolutions of the governing body of each Original Obligor (executed as a public deed in the case of Spanish Original Obligors):
• approving the terms of the transactions contemplated in the Financing Documents;
• granting powers of attorney for the execution of the Financing Documents; and
• authorising certain persons to sign and deliver, on its behalf, any communications and notifications that must be delivered in relation to the Financing Documents to which it is a party.
• A copy of the shareholders’ resolutions or sole shareholder decisions of each Original Obligor (except Wallbox NV), where required or appropriate under the law of incorporation and/or the articles of association of such Original Obligor, approving the terms of, and the transactions contemplated by, the Financing Documents (in relation to each Spanish Original Obligor, with express reference to the authorisation under Article 160(f) of the Companies Act).
• Evidence of the opening of the Bank Accounts (including the authorisation structure and signatures required in accordance with the provisions of this Agreement).
• The documentation necessary to comply with anti-money laundering regulations and applicable “know your customer” procedures in relation to each Original Obligor.
• The Original Financial Statements.
• Certificate issued by an authorised representative of the Obligors’ Agent (in their own name and on behalf of each of the Obligors) with sufficient powers for this purpose, confirming that:
• compliance with the Obligor Coverage Ratio;

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• each of the copies provided by the Original Obligors in accordance with this Part I of the ANNEX 3 is correct, complete and matches the original in question;
• the execution of the Financing Documents and the fulfilment of the transactions and obligations set out therein:

(i) would not constitute a breach of any restriction which, for these purposes, might apply to any Original Obligor; and

(ii) have been authorised by the creditors of the Original Obligors whose contracts so require; and

• none of the Original Obligors is subject to the grounds for dissolution provided for in Article 363.1(d) of the Companies Act (or equivalent legislation).
• That there is no Event of Default nor is one foreseeable as a consequence of the signing of the Financing Documents (which the Obligors expressly confirm by signing this Agreement) .
• That all representations and warranties made under all the Financing Documents are true and accurate (which the Obligors expressly confirm by signing this Agreement).
• Execution of the remaining Financing Documents that are to be executed simultaneously with the signing of this Agreement (excluding the Security Documents relating to the Security Interests in the Transaction not governed by Spanish law and those governed by Spanish law which, in accordance with the terms of the Restructuring Plan, are not required to be executed on the Signing Date) and, where provided for in any Financing Document, that the Financing Document in question is countersigned or executed before a Notary.
• Receipt by the Signatory Lending Institutions (to their satisfaction) of copies of:
• the financial model agreed between the Parties;
• the updated report on the cash flow plan and the Group’s supplier payment containment management plan;
• the signed Shareholders’ Bridge Loan Agreement; and
• the signed Letter of Commitment to Invest.
• That the following have been signed:
• the Restructuring Plan;
• the Working Capital Framework Agreement; and
• the Agreement between Creditors.
• Where applicable, a copy of any other Authorisation or other document, opinion or statement that the Agent deems necessary or desirable (if so notified to the Agent by the Obligors) in relation to the execution and performance of the transactions contemplated by

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• the Financing Documents or for the validity and enforceability of any Financing Document.

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---	---	---

• have been authorised by the creditors of the Additional Obligor whose contracts so require; and
• the Additional Obligor is not subject to the grounds for dissolution provided for in Article 363.1(d) of the Companies Act (or equivalent legislation).
• That the security interest in respect of all the shares or holdings representing the entire share capital of the Additional Obligor held by the Group company or companies has been validly created, is in full force and effect, and has been perfected (expressly including the completion of any necessary steps to that end).
• A copy of any other authorisation or other document, opinion or guarantee that the Agent deems necessary (provided that the Additional Obligor has been notified thereof and the reasons given) in relation to the subscription to and performance of the transactions contemplated by the Letter of Accession or for the validity and enforceability of any Financing Document.
• The documentation required to comply with the applicable anti-money laundering regulations and “know your customer” procedures relating to each Additional Obligor.
• If available, the Additional Obligor’s latest audited financial statements.
• If the Additional Obligor is:
• a company domiciled in Spain, a legal opinion confirming that company’s capacity to become a party to the Financing Documents to which the Additional Obligor is a party, issued by Linklaters, S.L.P.; or
• a company domiciled outside Spain, a legal opinion confirming that company’s capacity to become a party to the Financing Documents to which the Additional Obligor is a party, issued by Linklaters, S.L.P. (or, if that law firm does not have an office in that jurisdiction, a law firm of recognised standing specialising in the law of the relevant country),

in both cases, to the satisfaction of the Lending Entities, on terms substantially similar to those included in the draft provided to the Lending Entities and accepted by them.

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• SECURITY INTERESTS IN THE TRANSACTION

Provider of the Security	Security Interest	Applicable law
Wallbox NV	First-ranking general pledge over all (100%) of the shares representing the share capital of Wallbox Chargers and, once the company has been converted from a limited liability company to a public limited company, a first-ranking general pledge over all (100%) of the shares representing the share capital of Wallbox Chargers.	Spanish (common)
Wallbox Chargers	First-ranking Catalan pledge over all (100%) of the shares representing the share capital of Electromaps.	Spanish (Catalan)
Wallbox Chargers	First-ranking Catalan security over all (100%) of the shares representing the share capital of AR Electronics.	Spanish (Catalan)
Wallbox USA	First-ranking security interest over all (100%) of the shares or equity interests representing the share capital of Coil.	American
Wallbox Chargers	First-ranking real guarantee over 100% of the shares or equity interests representing the share capital of Wallbox France.	French
Wallbox Chargers	First-ranking security interest in all (100%) of the shares or equity interests representing the share capital of Wallbox USA.	US
Wallbox Chargers	First-ranking security interest in all ABL shares or equity interests held by Wallbox Chargers representing 80% of ABL’s share capital.	German
Wallbox Chargers	First-ranking Catalan pledge over the bank accounts.	Spanish (Catalan)
Wallbox NV	First-ranking Royal Guarantee on the Operating Account number *** opened at BNP Paribas SA, Netherlands Branch.	Dutch
Wallbox USA	First-ranking security interest in Operating Account number **** held at Bank of America.	US
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---	---	---
Provider of the Security	Security Interest	Applicable law
---	---	---
Group companies	First-ranking joint pledge over the credit rights arising from intra-group debt between Group companies.	Spanish (joint)
Wallbox Chargers	First-ranking general charge over the credit rights arising from any Material Commercial Contract.	Spanish (common)
Wallbox Chargers	First-ranking security interests in Industrial/Intellectual Property registered in Spain.	Spanish
Wallbox USA	Security interest in Industrial/Intellectual Property registered in the United States of America.	American
Wallbox USA	Security Interest in the inventory located in the United States of America.	US
Wallbox Chargers	Warrants convertible into shares in Wallbox Chargers following its incorporation as a public limited company.	Spanish
Wallbox Chargers	First-ranking floating charge over the "Supernova" brand.	Spanish
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---	---	---

• MODEL LETTER OF ACCESSION

To: [*] as Agent

From: [Branch] and [Agent of the Obligors]

Date:

Dear Sirs

Ref. Wall Box Chargers, S.L.U. – [*] Framework Loan Agreement dated [*] (the “Agreement”)

• In relation to the Agreement, this document constitutes a Letter of Accession. The terms defined in the Agreement shall have the same meaning in this Letter of Accession unless a different meaning is given to them in this document.
• [Subsidiary]:
• agrees to become an Additional Obligor and to be bound by the terms of the Agreement as an Additional Obligor in accordance with the terms set out in Clause12.2 (Additional Obligors) of the Agreement;
• provides the guarantee set out in Clause10 (First Demand Guarantee) of the Agreement; and
• declares that it is a company duly incorporated under the laws of [name of the relevant jurisdiction].
• The administrative details of the [Subsidiary] are as follows:

Address: [*] Fax number: [*] For the attention of: [*]

• This Letter of Accession shall be governed by Spanish law.

Yours faithfully,

[Agent of the Obligors]

P.p.

_______________________

10333991771-v23	-114 -	66-41098248

[Subsidiary]

P.p.

_______________________

[Agent]

P.p.

_______________________

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• MODEL CERTIFICATE OF COMPLIANCE

To: [*] as Agent

Of: [Agent of the Obligated Parties]

Date:

Dear Sirs

Ref. Wall Box Chargers, S.L.U. – [*] Framework Loan Agreement dated [*] (the “Agreement”)

• In relation to the Agreement, this document constitutes a Certificate of Compliance. The terms defined in the Agreement shall have the same meaning in this Certificate of Compliance unless a different meaning is given to them in this document.
• We confirm that: [Insert calculation of the Obligor Coverage Ratio].
• We confirm that there is [no] outstanding Default.

Yours faithfully,

[Agent for the Obligors]

P.p.

_______________________

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• EXISTING INDEBTEDNESS

[Intentionally omitted]

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• EXISTING PERSONAL GUARANTEES1

Secured creditor	Guarantor Companies	Debtor	Instrument / Contract	Maximum guaranteed amount (€)
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]

---

1 Without prejudice to the Debtor’s deferral of (i) the Syndicated Loan, as set out in the deed executed on 16 October 2023 before the Notary Public of Barcelona, Ms Laura Nogales Martín, under number 206 in her register of transactions, whereby EBN Banco de Negocios, S.A., Institut Català de Finances, Instituto de Crédito Oficial, E.P.E. and Mora Banc Grup, S.A. granted financing to Wall Box Chargers, S.L.U. with the personal guarantee of Wallbox USA, Inc. and Wallbox N.V., and (ii) the COFIDES Financing, documented in the deed executed on the same date before the same Notary under number 207 of her register of transactions, whereby COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A. S.M.E. (acting as manager in its own name and on behalf of the Fondo para Inversiones en el Exterior F.C.P.J. (FIEX)) granted financing to Wallbox USA, Inc. with the personal guarantee of Wallbox Chargers, S.L.U. and Wallbox N.V.; the security interests created are shared between both financing arrangements and rank equally with one another (first rank) and are governed by the provisions of the inter-creditor agreement executed on the same date before the same Notary under number 208 in the Notary’s register of transactions. The security interests include, in particular: (a) the concurrent first-ranking non-possessory pledge over certain machinery and assets, granted by Wallbox Chargers, S.L.U. as pledgor in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX) as pledgees, formalised in the corresponding first-ranking concurrent non-possessory pledge policy (and novated/supplemented by the corresponding subsequent policies); (b) the first-ranking concurrent chattel mortgage over certain machinery and assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX); (c) the first-ranking concurrent pledge over the credit rights arising from bank accounts, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF and Mora Banc; (d) the first-ranking pledge over the credit rights arising from the main account held at EBN Banco de Negocios, S.A., granted by Wallbox USA, Inc. in favour of COFIDES (FIEX); and (e) the first-ranking concurrent pledge over the credit rights arising from the current insurance policies insuring the Wallbox Barcelona Assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF, Mora Banc and COFIDES (FIEX), with notification to the insurer designating those entities as beneficiaries of the said policies.

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Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
---	---	---	---	---
Banco Santander	Wall Box Chargers, S.L.U.	Wallbox USA	CESCE	[***]
BBVA	Wallbox NV	Wall Box Chargers, S.L.U.	Loan	[***]
BBVA	Wallbox NV	Wall Box Chargers, S.L.U.	Venture debt	[***]
Caixabank	Wall Box Chargers, S.L.U.	AR Electronic Solutions SL	ICO & Guarantor	[***]
Caixabank	Wallbox USA Inc; AR Electronic Solutions SL; Wallbox UK Limited	Wall Box Chargers, S.L.U.	ICO Ukraine	[***]
Caixabank	Wallbox USA Inc; AR Electronic Solutions SL; Wallbox UK Limited	Wall Box Chargers, S.L.U.	Credit Account	[***]
ICO	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
ICF	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
EBN	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
COFIDES	Wall Box Chargers, S.L.U.; Wallbox NV	Wallbox USA	Syndicated Loan	[***]
Mora Bank	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
HSBC	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Inventory Credit Facility	[***]
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---	---	---
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---	---	---

• EXISTING SECURITY INTERESTS2

Secured creditor	Debtor	Type of security interest	Description of the encumbered asset or right	Date of creation	Maximum secured amount (€)
ICO	Wall Box Chargers S.L.U.	Mortgage	Machinery / Equipment	23/02/2026	[***]
ICF	Wall Box Chargers S.L.U.	Mortgage	Machinery / Furniture	23/02/2026	[***]
EBN	Wall Box Chargers S.L.U.	Mortgage	Machinery / Furniture	23/02/2026	[***]
Mora Bank	Wall Box Chargers S.L.U.	Mortgage	Machinery / Furniture	23/02/2026	[***]

---

2 Without prejudice to the Debtor’s deferral of (i) the Syndicated Financing, documented in the policy executed on 16 October 2023 before the Notary of Barcelona, Ms Laura Nogales Martín, under number 206 of her register of transactions, whereby EBN Banco de Negocios, S.A., Institut Català de Finances, Instituto de Crédito Oficial, E.P.E. and Mora Banc Grup, S.A. granted financing to Wall Box Chargers, S.L.U. with the personal guarantee of Wallbox USA, Inc. and Wallbox N.V., and (ii) the COFIDES Financing, documented in the deed executed on the same date before the same Notary under number 207 in her register of transactions, whereby COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A. S.M.E. (acting as manager in its own name and on behalf of the Fondo para Inversiones en el Exterior F.C.P.J. (FIEX)) granted financing to Wallbox USA, Inc. with the personal guarantee of Wallbox Chargers, S.L.U. and Wallbox N.V.; the security interests created are shared between both financing arrangements and rank equally with one another (first rank) and are governed by the provisions of the inter-creditor agreement executed on the same date before the same Notary under number 208 in the Notary’s register of transactions. The security interests include, in particular: (a) the concurrent first-ranking non-possessory pledge over certain machinery and assets, granted by Wallbox Chargers, S.L.U. as pledgor in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX) as pledgees, formalised in the corresponding first-ranking concurrent non-possessory pledge policy (and novated/supplemented by the corresponding subsequent policies); (b) the first-ranking concurrent chattel mortgage over certain machinery and assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX); (c) the first-ranking concurrent pledge over the credit rights arising from bank accounts, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF and Mora Banc; (d) the first-ranking pledge over the credit rights arising from the main account held at EBN Banco de Negocios, S.A., granted by Wallbox USA, Inc. in favour of COFIDES (FIEX); and (e) the first-ranking concurrent pledge over the credit rights arising from the current insurance policies insuring the Wallbox Barcelona Assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF, Mora Banc and COFIDES (FIEX), with notification to the insurer designating those entities as beneficiaries of the said policies.

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HSBC	Wall Box Chargers S.L.U.	Mortgage	Inventory	22/03/2024	[***]
---	---	---	---	---	---
COFIDES	Wallbox USA Inc.	Mortgage	Bank Accounts	16/10/2023	[***]
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---	---	---

• NOTIFICATIONS

[Intentionally omitted]

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• MONITORING PLAN

Quarterly Monitoring Plan Prepared by the Financial Adviser to the Financial Institutions

• Monitoring of the repayment of the shareholders’ bridge loan and the drawdown of ICF funds
• Review, understanding and analysis of the Income Statement, Balance Sheet (including the full debt pool of all the Group’s lenders) and Cash Flow Statement (including maximum Capex) for the previous quarter. Analysis of the forecast for the three financial statements for the 12 months immediately following, including variances from previous forecasts
• Inventory of drawdowns by bank for each working capital facility
• Verification of the Old Money Working Capital repayment covenant in the event of a breach exceeding 10% of sales in 2028 and 2029 under the Viability Plan, this being equivalent to the Sensitivity Case of the IBR prepared by FTI
• Determination of the amount allocated to cash sweep
• Monitoring of the balances of all bank accounts at the end of each day throughout the preceding quarter in order to certify:
• That 90% of the cash is held in pledged accounts
• That no unpledged bank account has maintained a balance exceeding €150,000.00 for 60 consecutive days
• Reporting of personal guarantees, sureties, bonds, performance bonds and similar commitments granted to third parties
• Monitoring of cash outflows and/or changes in intra-group debt from the Obligated group to the Non-Obligated group. Verifying that these fall within the agreed definition of “Permitted Indebtedness” set out in the Framework Agreements
• Monitoring and reporting of extraordinary payments from the Obligated Entities to the Non-Obligated Entities
• [Intentionally omitted]
• Monitoring of future commercial contracts that may be pledged
• Monitoring of litigation in progress at the time of the report and risk of future litigation
• Monitoring of compliance with the Obligated Parties’ coverage ratio
• Monitoring of the relocation process from the Arlington factory (Wallbox USA) to Barcelona
• Confirming the absence of significant changes in the shareholding structure among the Major Shareholders that could trigger the Change of Control Clause

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• OPERATING ACCOUNTS

Spanish Operating Accounts

Account holder	Account number / IBAN	Bank
Wall Box Chargers, S.L.U.	[***]	BBVA
Wall Box Chargers, S.L.U.	[***]	Banco de Sabadell, S.A.
Wall Box Chargers, S.L.U.	[***]	Banco de Sabadell, S.A.
Wall Box Chargers, S.L.U.	[***]	Banco de Sabadell, S.A.
Wall Box Chargers, S.L.U.	[***]	Banco Santander
Wall Box Chargers, S.L.U.	[***]	BNP Paribas SA. BNP Paribas Branch in Spain

Foreign operating accounts

Account holder	Account number / IBAN	Account bank
Wallbox N.V.	[***]	BNP Paribas SA, Netherlands Branch
Wallbox USA Inc.	[***]	Bank of America
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---	---	---

• DISCLAIMERS
• Legal Status
• It is a company duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated.
• It has the capacity to own its assets and carry out its business activities in accordance with its corporate purpose, as it has been doing (including the capacity to dispose of and encumber its assets by virtue of the Security Interests in the Transaction).
• Capacity

It has full capacity to enter into, perform and execute, and has taken all necessary steps to authorise the entering into, performance and execution of, the Financing Documents to which it is a party and the transactions contemplated therein.

• Binding obligations

All obligations assumed under the Financing Documents or in compliance therewith are legal, valid, binding and enforceable on their own terms.

• No conflict with other obligations

The execution and performance of the Financing Documents do not contravene or conflict with:

• any provision or ruling (administrative, judicial or arbitral) applicable to it;
• its memorandum of association, articles of association or other corporate agreements; or
• any contract, agreement, obligation or instrument binding on it or its assets.
• Authority
• It has the legal capacity to execute the Financing Documents and to exercise its rights and fulfil its obligations thereunder.
• All corporate actions required for the execution of the Financing Documents and for their performance have been duly carried out.
• The persons executing the Financing Documents on its behalf and in its name are duly authorised to enter into them.
• Validity and admissibility in court

All authorisations necessary or advisable for:

10333991771-v23	-126 -	66-41098248

• to enable the lawful conclusion of, and the exercise of the rights and fulfilment of the obligations under, the Financing Documents to which it is a party; and
• ensure that the Financing Documents to which it is a party are admissible as evidence in the relevant jurisdiction,

have been duly obtained, are valid and are in full force and effect.

• Governing Law and Enforcement
• The choice of law applicable to each of the Financing Documents, as set out therein, shall be recognised and enforced by the competent courts and authorities of the relevant jurisdiction.
• Any court judgment obtained in accordance with the law applicable to a Financing Document shall be recognised and enforceable in the relevant jurisdiction.
• Tax matters
• It is up to date with compliance with tax and fiscal regulations (in particular, in relation to tax payment obligations), both substantive and procedural, applicable to it, and no circumstances have arisen that could prevent such compliance or that could constitute an Adverse Material Change.
• No claim, proceedings, formal notice or investigation has been initiated against it in respect of any tax or fiscal regulations that could constitute a Material Adverse Change.
• It is resident for tax purposes in the jurisdiction of incorporation.
• It forms part of the same tax consolidation group as the other Obligors, with the exception of Wallbox NV.
• Tax Withholding

It is not required to withhold any tax in respect of payments it makes to the Financial Parties pursuant to the Financing Documents.

• Absence of Breaches
• Subject to the provisions of paragraph (b) below:
• there is no Event of Default, nor can one reasonably be foreseen to arise as a result of the use of any Loan; and
• there is no other event or circumstance in force constituting an event of default under any other agreement or instrument binding on any Obligor or to which its assets are subject that has, or could reasonably be expected to result in, an Adverse Material Change.

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• Until the Effective Date, the provisions of paragraph (a) shall not apply to any Event of Default or breach arising directly from the financial position of any Obligor prior to the Restructuring Plan.
• No Misleading Information
• All information provided by any member of the Group to the Financial Parties for the purpose of entering into this Agreement and executing the Financing Documents is true, accurate, complete and correct and reflects its true financial position.
• The financial projections contained in such information have been made in good faith and have been prepared on the basis of the most recent historical information and on the basis of reasonable assumptions.
• Any opinion expressed regarding the Financing Documents has been formulated following a careful, diligent and reasoned review.
• No circumstances have arisen, nor has anything been omitted from the information provided, and no data has been provided or withheld that could cause the information provided to be incorrect or inaccurate in any material respect.
• All information relating to the Group which, to the best of our knowledge, is relevant has been provided to the Agent.
• Financial statements
• Its financial statements have been prepared in accordance with the Accounting Principles, applied consistently.
• Its financial statements are complete and give a true and fair view of its financial position at the end of the relevant financial year and the results of its operations during that period (on a consolidated basis in the case of Wallbox NV).
• No event has occurred that could have caused a Material Adverse Change in its business or financial position (or in the consolidated business or financial position of the Group, in the case of Wallbox NV) since the date of the Original Financial Statements.
• Pari passu

Its payment obligations under the Financing Documents (unless, pursuant to any applicable rules, they are classified as subordinated claims) rank at least pari passu with the claims of any other unsecured and non-subordinated creditors, except for those creditors whose claims enjoy any priority solely by virtue of any insolvency legislation, relating to insolvency, liquidation, statutory priority or under other generally applicable rules (including, without limitation, those creditors whose claims (i) enjoy any priority in accordance with any Spanish tax or social security legislation, or (ii) enjoy any other legally recognised priority).

• Absence of proceedings

10333991771-v23	-128 -	66-41098248

• No litigation, arbitration, administrative proceedings or investigation has been initiated, nor is there any risk that any such proceedings or investigation may be initiated against the Company or its directors, by or before any court, arbitral body or authority, the outcome of which could give rise to an Adverse Material Change.
• No judgment or any other type of judicial, arbitral or administrative decision has been handed down against the Company which could reasonably be expected to result in an Adverse Material Change.
• Environmental Claims

No Environmental Claim has been initiated, nor is there any risk of Environmental Claims being initiated, the outcome of which could result in an Adverse Material Change.

• Financial indebtedness

It has no other contracts in force (whether for loans, credit, discounting, recourse factoring, finance leases or other) nor has it incurred any debt or other payment obligations to third parties (including sureties, guarantees and counter-guarantees) other than the debt permitted in accordance with section15 (Financial Indebtedness) of ANNEX 15 (General Obligations).

• Absence of guarantees and charges

There are no security interests or personal guarantees granted by the Company or by ABL in favour of third parties other than:

• the Existing Security Interests;
• the Existing Personal Guarantees;
• the security interests permitted in accordance with section3 (Obligation not to create encumbrances (Negative pledge)) of ANNEX 15 (General Obligations); and
• the personal guarantees permitted in accordance with section21 (Personal guarantees) of ANNEX 15 (General Obligations).
• Security Interests in the Transaction
• The Security Documents create valid and effective charges in accordance with their own terms.
• The Security Interests in the Transaction are senior and do not rank pari passu with any other security interest created in favour of third parties other than the Financial Parties (except for security interests granted in accordance with paragraph (b) of the definition of “Permitted Security Interests”).
• The Obligors are the lawful owners and have full power of disposal over the assets encumbered under the Security Documents and over the assets that at any time are to be subject to Security Interest in the Transaction under the Financing Documents.

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• No obligation to provide security in favour of third parties

The execution of the Financing Documents, together with the obligations and rights arising therefrom, does not result in the Obligors being obliged to create encumbrances and/or grant security in favour of third parties over all or part of their assets or income, present or future (except for security granted in accordance with paragraph (b) of the definition of “Permitted Security”).

• Legitimate ownership

It holds a legitimate right (whether as owner or lessee) over the assets necessary to carry out the commercial activities it currently conducts and is in possession of all the authorisations required for that purpose.

• Industrial/Intellectual Property
• It is the sole legal owner and beneficiary or, where applicable, holds licences on normal commercial terms for all Industrial/Intellectual Property that is relevant to its business and necessary for the conduct of its business as currently carried out.
• In the course of its activities, it does not infringe any third party’s Industrial/Intellectual Property rights in any respect that has caused or is reasonably likely to cause an Adverse Material Change.
• It has taken all formal or procedural steps (including the payment of fees) necessary to maintain any relevant Industrial/Intellectual Property, as well as the applications and registrations of which it is the owner.
• Centre of Main Interests
• Its “centre of main interests” (as defined in Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) is at the place of its registered office.
• It does not have an ‘establishment’ (as that term is used in Article 2(h) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (consolidated text)) outside the place of its registered office.
• Compliance with regulations
• The company is up to date with its social security, commercial, civil, employment and tax obligations, and there is no reasonable prospect of any employment or tax claims being brought against it that could give rise to an Adverse Material Change.
• It complies with civil, commercial, administrative, tax, employment and any other applicable regulations.
• Environmental Regulations

It complies with environmental regulations, holds the necessary environmental permits and is up to date with any other obligations, conditions, restrictions or requirements directly or

10333991771-v23	-130 -	66-41098248

indirectly related to contamination, pollution, storage or treatment of toxic or polluting waste in relation to any property of which it is (or has been) the owner or tenant or in which it has carried out any activity.

• Licences

It holds and maintains in full force and effect all the authorisations required for the conduct of its business activities and there has been no material breach of the terms and conditions governing them.

• Insurance

The insurance policies relating to its assets, business and operations adequately cover the risks associated therewith in accordance with market practices in its sector and have been taken out with reputable insurance companies, with the relevant premiums being paid up to date.

• Absence of insolvency proceedings
• Subject to the provisions of paragraph (b) below, it has not:
• has it been dissolved or wound up; has no resolution been passed for its dissolution or winding up, nor are there any pending proceedings or applications aimed at obtaining such dissolution or winding up, nor is it in any situation of compulsory dissolution under the terms provided for in the Companies Act or applicable regulations;
• it has been declared in bankruptcy or subject to equivalent insolvency proceedings (judicial or extrajudicial);
• it has filed for voluntary administration or is in a state of insolvency (current or imminent);
• has submitted a notification to the judge competent to hear the insolvency proceedings in question, stating that negotiations have been initiated with creditors to reach a refinancing agreement in accordance with the provisions of Article 585 of the Insolvency Act, or has initiated any equivalent proceedings in the competent jurisdiction;
• is aware that proceedings or an application aimed at declaring its compulsory insolvency or insolvency are pending or are about to be initiated;
• is subject to judicial administration or administrative intervention or any equivalent form of intervention or supervision;
• is in a situation of general suspension of payment of its obligations, liquidation or general seizure of assets, generalised default on its obligations, or any situation analogous to the foregoing; nor
• is in any situation that demonstrates its current or imminent insolvency in

10333991771-v23	-131 -	66-41098248

• accordance with the provisions of the Insolvency Act.
• Until the Effective Date, the provisions of paragraph (a) shall not apply to any situation arising directly from the financial position of any Obligor prior to the Restructuring Plan.
• Absence of a Material Adverse Change
• Subject to the provisions of paragraph (b) below, it is not aware of any circumstance or situation that could give rise to a Material Adverse Change.
• Until the Effective Date, the provisions of paragraph (a) shall not apply to any circumstance or situation arising directly from the financial position of any Obligor prior to the Restructuring Plan.
• Sanctions
• Neither he nor any member of the Group, nor any of their respective directors, representatives and employees, nor, to the best of his knowledge, any of their respective Affiliates:
• is a Restricted Party;
• participates or has participated in any activity, business or transaction of, with, or in relation to, or for the benefit of, any Restricted Party that could result in such Group Member or any other person or any Financial Party breaching Sanctions or otherwise becoming a Restricted Party; and
• is not, and has never been, subject to, or has received any notice or is otherwise aware of, any claim, proceeding, notice or investigation relating to Sanctions.
• The representation set out in paragraph (a) above shall be made by, and shall apply to, any Obligor for the benefit of any Financial Party only to the extent that the making, compliance with or receipt of the benefit (as applicable) of such representation does not result in a breach of (i) the Blocking Regulation or (ii) any other similar anti-boycott law or regulation.
• Anti-corruption and anti-money laundering regulations

Each member of the Group has conducted its business in compliance with applicable anti-corruption and anti-money laundering regulations and has established and maintains policies and procedures designed to promote and facilitate compliance with such regulations.

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• DISCLOSURE OBLIGATIONS
• Financial Statements

The Obligors’ Agent shall deliver to the Agent (in a sufficient number of copies for all Lending Entities):

• as soon as they are available and, in any event, no later than one hundred and eighty (180) days from the end of the relevant Financial Year:
• the Group’s audited consolidated financial statements for the relevant Financial Year; and
• the audited individual financial statements of each Obligor required to have them audited, relating to the relevant Financial Year; and
• as soon as they become available and, in any event, no later than ninety (90) days from the end of each six-month period into which each financial year is divided:
• the Group’s unaudited consolidated financial statements for the relevant six-month period; and
• the unaudited financial statements of each Obligor for the relevant six-month period.
• Certificate of Compliance
• The Obligors’ Agent shall deliver to the Agent, together with the financial information referred to in paragraph (a) (i) of section1 (Financial Statements) of ANNEX 14 (Disclosure Requirements), a Certificate of Compliance attesting (in reasonable detail) to compliance with the Obligors’ Coverage Ratio on the date on which the relevant Financial Statements were prepared.
• Each Certificate of Compliance must be signed by duly authorised representatives of the Obligors’ Agent.
• The first Certificate of Compliance must be submitted together with (and by reference to) the financial information referred to in paragraph (a) (i) of section1 (Financial Statements) of ANNEX 14 (Disclosure Requirements) corresponding to the Financial Year ending 31 December 2025.
• Requirements regarding financial statements

Each set of financial statements submitted by the Obligors’ Agent in accordance with the provisions of section1 (Financial Statements) of ANNEX 14 (Disclosure Requirements):

• shall be accompanied by a letter signed by an authorised representative of the relevant Obligated Party , with sufficient powers for this purpose, confirming that these financial statements give a true and fair view of the financial position of that Obligated Party (and of the Group, where applicable) as at the date on which such

10333991771-v23	-133 -	66-41098248

• financial statements were prepared, as well as of the results of its operations during that period; and
• shall be prepared in accordance with the Accounting Principles.
• Bank Accounts
• Within twenty (20) days of the end of each calendar quarter, the Obligor’s Agent shall provide the Agent (in sufficient copies for all Lending Institutions, if the Agent so requests) by email, the average daily balance for that quarter of each of the Bank Accounts, calculated as the arithmetic mean of the daily balances of each Bank Account during the calendar quarter. Such information must be accompanied by the relevant bank statements or a certification issued by the bank where each of the Bank Accounts is held.
• The Agent may request any additional information or documentation it deems reasonably necessary to verify the accuracy of the data provided in accordance with section (a) above.
• Material Commercial Contracts

Within five (5) Business Days following the end of each calendar month, the Obligors’ Agent must provide the Agent (in sufficient copies for all Lending Institutions, if so requested by the Agent), by email, with a full copy of all Material Commercial Contracts entered into during that calendar month.

• Further information

The Obligors’ Agent must provide the Agent (in sufficient copies for all Lending Entities, if the Agent so requests) by email with:

• a copy of all documents sent, in general, by any Obligor to its shareholders (or any class thereof) or to its creditors (or any class thereof), simultaneously with their dispatch to the shareholders or creditors, as applicable;
• as soon as it becomes aware of it, all information in its possession relating to any litigation, arbitration or judicial or administrative proceedings commenced or which may reasonably be expected to be commenced against any Obligor and which, if it were to occur, could result in an Adverse Material Change;
• as soon as it becomes aware of it, any information relating to circumstances of which it is aware and which result in, or may reasonably be expected to result in:
• any of the formal representations set out in Clause5.5 (Representations) ceasing to be true after the Signing Date; and
• the occurrence of:

(A) a Change of Control; or

(B) an Event of Default;

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• as soon as possible and, in any event, prior to filing with the competent court, a copy of the resolution of the board of directors or the relevant corporate body of any Obligor relating to the application for voluntary insolvency proceedings or to the submission of the notification referred to in Article 585 of the Insolvency Act;
• as soon as practicable, such information and documentation as:
• the Agent may reasonably require in relation to the Security Interests in the Transaction and compliance with the terms of the Security Documents; and
• the Financial Adviser may reasonably require in order to prepare any Monitoring Plan; and
• as soon as possible following receipt of a request to that effect, any additional information relating to the financial position, assets and operations of the Group and/or any member of the Group (including any additional information or explanation regarding any item included in the financial statements, budgets and other material information provided by any Obligor under this Agreement, any changes in the Group’s management and an up-to-date copy of the register of members (or its equivalent in the applicable jurisdiction) that any Financial Party may reasonably request through the Agent,

except, in relation to sections (a) to (f) , to the extent that compliance with these obligations would result in a breach of any law, regulation, market rule or confidentiality obligation applicable to any member of the Group.

• Notification of breach
• Each Obligor must immediately notify the Agent of the occurrence of any event giving rise to a Breach (and, where applicable, the actions taken to remedy it), unless the relevant Obligor is aware that such notification has already been made by any other Obligor or by the Obligors’ Agent.
• At the Agent’s request, the Obligated Parties’ Agent shall immediately provide the Agent with a certificate (signed on its behalf by duly authorised representatives) confirming that no Breach remains (or, should any Breach remain , specifying such Breach and, where applicable, the measures taken to remedy it).
• Customer identification (Know Your Customer or KYC)
• If, as a result of:
• the entry into force or amendment (including, for these purposes, any change in interpretation or application) of any regulation that becomes applicable after the Signing Date;
• any change in the legal status of an Obligor after the Signing Date; or
• the assignment by a Lending Institution of any of its rights and/or obligations under this Agreement to a third party that is not a Lending

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• Institution,

the Agent, any Lending Institution (or, in the case of paragraph (iii) above, any potential new Lending Institution) is required to comply with any ‘know your customer’ procedures or any other similar procedures, in cases where it does not already have the necessary information, each of the Obligated Parties shall, at the request of the Agent or any Lending Entity, provide such documentation and any other information reasonably requested by the Agent (on its own behalf or on behalf of any Lending Entity) or any Lending Entity (on its own behalf or, in the case of paragraph (iii) above, on behalf of any potential new Lending Entity), as soon as practicable, so that the Agent, such Lending Entity or, in the case of paragraph (iii) above, any potential new Lending Entity may carry out and satisfactorily complete all necessary checks relating to the customer identification procedure (know your customer) or other similar checks under the applicable legislation or regulations in relation to the transactions contemplated in the Financing Documents.

• Each Lending Institution shall, immediately upon receipt of any request from the Agent for that purpose, provide, or ensure the provision of, such documentation and any other information as the Agent may reasonably request for the purpose of enabling the Agent to carry out and satisfactorily comply with all checks relating to the ‘know your customer’ procedure or other similar checks under applicable legislation or regulations in relation to the transactions contemplated in the Financing Documents.
• The Obligors’ Agent shall, by giving the Agent at least ten (10) Business Days’ notice, shall notify the Agent (who, in turn, shall immediately notify the Lending Entities) of its intention to request that any Affiliate of Wallbox NV become an Additional Obligor in accordance with the provisions of Clause12 (Changes to the Obligors).
• Following the delivery of any notice in accordance with paragraph (c) above, if the inclusion of such Additional Obligor would require the Agent or any Lending Entity to comply with the ‘know your customer’ procedure or any similar identification procedure in cases where they do not already possess the necessary information, the Agent of the Obligors must provide, or ensure is provided, immediately, at the request of the Agent or any of the Lending Entities, such documentation and other information as may reasonably be requested by the Agent (on its own behalf or on behalf of any Lending Entity) or by any Lending Entity (on its own behalf or on behalf of a potential new Lending Entity) so that the Agent or such Lending Entity or any potential new Lending Entity may carry out and satisfactorily comply with all checks relating to the customer identification procedure (know your customer) or other similar checks under the applicable legislation or regulations in relation to the accession of such Subsidiary to this Agreement as an Additional Obligor.

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• GENERAL OBLIGATIONS
• Authorisations

Each Obligor shall, in a timely manner:

• obtain, comply with and do whatever is necessary to maintain in full force; and
• provide the Agent with copies (certified as to their authenticity) of:

any Authorisations required by the laws in force at any time to:

• enable it to enter into and perform the obligations assumed under the Financing Documents;
• ensure the validity, effectiveness, enforceability and probative force of any Financing Documents; and
• carry on its business, in the event that the failure to obtain or maintain such Authorisations could give rise to an Adverse Material Change.
• Compliance with the law

Each of the Obligors shall comply (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies comply) with any applicable legislation, to the extent that failure to comply would materially affect their ability to fulfil their obligations under the Financing Documents.

• Negative Pledge
• Unless permitted under paragraph (b) below:
• No Obligor nor any Group company (with Wallbox NV and Wallbox Charger, as the companies holding control over the other Group companies, ensuring compliance with this obligation by the Group companies) shall create or permit the creation, maintenance or continuation of any Security Interest, charge or encumbrance over any of its assets or rights.
• No Obligor nor any Group company (with Wallbox NV and Wallbox Chargers, as the companies exercising control over the other Group companies, ensuring compliance with this obligation by the Group companies) may:

(A) sell, transfer, dispose of or in any other way dispose of any of its assets in such a way that they are reacquired or leased by an Obligor or any other member of the Group;

(B) sell, transfer, dispose of or otherwise deal with any of the credit claims arising from its ordinary activities in such a way that recourse exists in the event of non-payment of such claims;

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(C) enter into contracts permitting the netting of credit claims against credit institutions (including, but not limited to, those arising from current accounts) or the transfer of funds between bank accounts; nor

(D) enter into other agreements of a similar nature that may grant preference to a third party,

and provided that the actions described in this paragraph (ii) are carried out for the primary purpose of incurring Financial Indebtedness or financing the acquisition of an asset.

• Any agreement or transaction described in sub-paragraph (ii) shall be referred to as the “Quasi-Security Interest”.
• The obligations set out in sub-paragraphs (a)(i) and (a)(ii) above shall not apply in relation to any Security Interest or (where applicable) Quasi-Security Interest, provided th t is a Permitted Security Interest. The Obligors’ Agent must give prior written notice to the Agent of the creation (or, where applicable, the existence) of any charge to be created or existing under the exceptions provided for in this section (b) .
• Disposals
• The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) sell, dispose of, transfer, or alienate (by any means) any assets or rights (of any kind).
• The provisions of section (a) above shall not apply to Permitted Disposals.
• [Intentionally omitted]
• [Intentionally omitted]
• Acquisitions

The Obligated Parties undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) acquiring shares/stakeholdings, other companies, businesses, production units, rights or assets (as well as any interest therein) or entering into commitments to that effect, except for the acquisition from suppliers of assets necessary for the conduct of their business in the ordinary course of business (which may not, under any circumstances, include the acquisition of shares/holdings, other companies, businesses or production units).

• Corporate restructuring

The Obligated Parties undertake not to initiate any proceedings aimed at their dissolution, liquidation, transformation, capital reduction, acquisition, takeover, demerger, spin-off,

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merger, consolidation, corporate restructuring or any operations with a similar purpose, except:

• The conversion of Wallbox Chargers into a public limited company in accordance with the provisions of the Restructuring Plan;
• those carried out between Obligors or between an Obligor and a Group company, provided that the resulting company is an Obligor and the Personal Guarantees and Security Interests of the Transaction are not prejudiced; and
• those imposed by law.
• Cash-pooling
• The Obligors undertake to channel any cash-pooling transaction of the Group outside the United States of America through the Cash-pooling Account.
• The Obligors undertake to channel any cash-pooling transaction carried out by the Group within the United States of America through Operating Account number 858000087301, held in the name of Wallbox NV at Bank of America.
• The Obligors undertake that ABL shall not form part of or participate in any way in any cash-pooling structure or any other transaction or transfer involving the outflow of funds (by any means) from any Group company to ABL.
• Transactions on arm’s length terms

The Obligors undertake to carry out all commercial or financial transactions between themselves, with related parties or with any other third party on arm’s length terms, for legitimate reasons, taking into account their corporate interests and in compliance with the applicable regulations in force.

• Preservation of assets

The Obligors undertake to maintain and preserve in good condition all assets that are necessary or, in the opinion of the Lending Entities, advisable for carrying out the commercial activities they currently undertake.

• Change of business

Wallbox NV shall ensure that the general nature of the Obligors’ business or that of the Group as a whole is not substantially altered in relation to the business carried out by the Group on the Signing Date.

• Insurance
• The Obligors undertake to maintain in full force at all times insurance policies, with insurance companies of recognised standing and solvency, in relation to their commercial activities and their assets, covering the risks, amounts and in accordance with the terms customary for companies carrying out a substantially similar activity.

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• In relation to the insurance referred to in section (a) above, the Obligors undertake to:
• pay all premiums, expenses and other sums due in relation to the aforementioned insurance policies in a timely manner;
• comply at all times with the terms and conditions of each insurance policy; and
• not to act in any way that gives rise to, or is likely to give rise to, the unenforceability, suspension or nullity, in whole or in part, of such insurance policies.
• Taxes

The Obligors undertake to pay (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies pay) promptly any Taxes that may become applicable within the payment period established for that purpose (except in cases where: (a) the relevance of the payment or its amount has been the subject of a dispute in good faith; (b) adequate provisions have been made in respect of the disputed Taxes; and (c) it is legitimate to defer payment).

• Loans or credits
• The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) granting, providing or maintaining any loans, credits, financing of any kind and/or making transfers in any form in favour of third parties.
• The provisions of paragraph (a) above:
• shall in no way limit payment by the Obligors in the ordinary course of their business of their commercial obligations; and
• shall not apply to loans, credits, financing of any kind and/or transfers made in accordance with paragraphs (c) to (f) of the definition of “Permitted Indebtedness”, nor to the two loans granted to Group employees on 27 June 2023 in the amount of EUR 90,000.
• Financial Indebtedness

The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as the companies exercising control over the other companies in the Group, shall ensure that the companies in the Group refrain from) incur, assume or maintain Financial Indebtedness or enter into contracts or agreements that might give rise to Financial Indebtedness, except for Permitted Indebtedness.

• Distributions
• The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as

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• companies controlling the other Group companies, shall ensure that the Group companies refrain from) make any Distribution.
• The provisions of the section (a) above shall not apply to Distributions made by Group companies in favour of Wallbox Chargers or to Permitted Payments.
• Investments
• The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) investing in projects.
• The provisions of section (a) shall not apply to investments in projects which:
• are intended for maintenance and/or investment and development necessary for their business, with the acquisition of shares/stakeholdings, other companies, businesses or production units being expressly excluded; and
• do not exceed the Maximum Capex.
• Exercise of voting rights

The Obligors undertake to exercise their voting rights in the Group companies in a manner consistent with the terms of the Financing Documents.

• Financial Year

The Obligors undertake not to change the end date of the Financial Year.

• Pari passu

The Obligors undertake to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies comply with the following obligations):

• to maintain the Financing Documents and the rights arising therefrom for the Financial Parties, at least with the same rank, preferences and security interests, whether personal or otherwise, as the rights arising from any contract, now or in the future, for any other creditor of theirs, except: (i) the preferences and privileges imposed by the applicable legislation at any time (including insolvency, bankruptcy, tax and social security legislation or any other legally recognised privileges); and (ii) the Permitted Security Interests and the Permitted Personal Guarantees; and
• not to alter the ranking, priority or security interests – whether personal or of any other kind – relating to existing contracts, with a view to improving the position of the creditors under those contracts.
• r personal guarantees

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The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) granting (or allowing to remain in force) personal guarantees or assuming any type of commitment, present or future, in relation to or in connection with the obligations of any third party, except in the case of Permitted Personal Guarantees.

• Maintenance of Guarantees

The Obligors undertake to carry out (and Wallbox NV and Wallbox Chargers, as companies exercising control over the other Group companies, shall ensure that the Group companies carry out) in a timely manner whatever actions may be necessary to maintain the full validity and effectiveness of the Personal Guarantees and Security Interests of the Transaction.

• Additional Guarantees

In the event that any of the obligations arising from the Financing Documents for the Obligors prove to be unlawful, invalid or unenforceable, the Obligors undertake to provide the Lending Institutions with sufficient guarantees to prevent any detriment that might otherwise have arisen to the position of the Lending Institutions as a result of such circumstance.

• Obligors (Obligor Coverage Ratio)

The Obligors shall take (and Wallbox NV and Wallbox Chargers, as companies controlling the other Group companies, shall ensure that the Group companies take) all necessary steps to ensure that:

• all Material Subsidiaries and, in a chain and in ascending order, their direct and indirect owners who are not Obligors; and
• any other Group company necessary to ensure that the Obligors’ Coverage Ratio is at no time less than 60%,

acceding to this Agreement as Obligors as soon as possible and, in any event, within thirty (30) days of the submission of a Certificate of Compliance demonstrating non-compliance with the Obligor Coverage Ratio.

• Industrial/Intellectual Property

Each Obligor shall:

• preserve and maintain the existence and validity of the Industrial/Intellectual Property necessary for their business;
• use its best endeavours to avoid any infringement, in any material respect, of the Industrial/Intellectual Property;
• complete the registrations and pay all registration fees and taxes necessary to keep the Industrial/Intellectual Property necessary for its business in full force and effect;
• use its best endeavours not to use, or allow its Industrial/ y Property to be used, in

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• any manner, nor to take or omit to take any action in respect of such Industrial/ y Property, which may materially and adversely affect the existence or value of the Industrial/ y Property, or jeopardise the right of any Obligor to use such Industrial/ y Property; and
• not to discontinue the use of the Industrial/Intellectual Property necessary for its business.
• Compliance with Environmental Regulations

The Obligated Parties shall:

• comply with all Environmental Regulations;
• obtain, comply with and do whatever is necessary to keep all necessary Environmental Permits in full force; and
• implement procedures to verify compliance with and avoid any liability arising from any Environmental Regulations,

in each case, if non-compliance could result in an Adverse Material Change.

• Environmental Claims

The Obligors shall notify the Agent in writing, as soon as they become aware of the occurrence of such circumstances, of:

• any Environmental Claim that has been brought, or is foreseeable that may be brought, against any Obligor; and
• any event or circumstance that could give rise to, or make foreseeable the initiation of, any Environmental Claim against any Obligor,

if, in the event of an unfavourable ruling against the Obligor, such a claim could result in an Adverse Material Change.

• Cash Sweep
• Subject to the provisions of paragraph (b) below, on the last day of each Financial Year (commencing on and including 31 December 2027), the Obligors’ Agent shall deposit into the Cash Sweep Account an amount equivalent to the Group’s Excess Cash Position, if any.
• The obligation set out in paragraph (a) above shall only apply if, at the time of submitting the information referred to in paragraph (c) below, the following two conditions are cumulatively met:
• the updated forecast of the Group’s cash position for the twelve (12) months immediately following (calculated on a monthly basis) is not less than EUR 15,000,000 in any month; and

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• the EBITDA for the last calendar quarter closed and available is equal to or greater than that forecast for that period in the Sensitive Case.
• The Obligors’ Agent must send to the Agent, at least 10 Business Days prior to the last day of the relevant Financial Year, information confirming whether or not the conditions set out in paragraph (b) above are met.

Upon receipt of such information, the Agent, after consulting with the Financial Adviser, shall inform the Obligors’ Agent and the Lending Institutions as soon as possible regarding: (i) whether or not such conditions have been met and, if so; (ii) the amount that the Obligors’ Agent must deposit into the Cash Sweep Account on the last day of the relevant Financial Year.

• For the purposes of this paragraph 28:

"Sensitive Case" means the operational projections set out in the Viability Plan for the year 2027 onwards.

"EBITDA" means, in relation to any period, the Group’s earnings before interest, taxes, depreciation and amortisation for that period, as reflected in its consolidated financial statements, calculated as operating profit before interest, taxes, depreciation and amortisation, without making any adjustments, normalisations or pro forma calculations of any kind.

"Group Cash Surplus" means the aggregate amount of cash and cash equivalents as per account 57 of the Spanish General Accounting Plan, excluding any restricted cash, escrow accounts pledged in favour of third parties, cash pledged in favour of a bank and similar items exceeding EUR 15,000,000, calculated on a consolidated basis.

• Cash Sweep Account

The Obligors’ Agent:

• shall open (and keep open until the date on which all amounts due (for all items) by the Obligors under, or in connection with, the Loan Agreements (Old Money), the Loan Agreements (Interest Borrowing), the Loan Agreements (Working Capital) and the Working Capital Facilities (Old Money) (as this term is defined in the Working Capital Framework Agreement) the Cash Sweep Account;
• shall take the necessary steps to ensure that:
• the Agent has full authority to operate the Cash Sweep Account (including, without limitation, authorised signature and the ability to order transfers); and
• the Obligors’ Agent may not in any way dispose of the Cash Sweep Account or the amount deposited therein without the joint signature of the Agent; and

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• agrees (and expressly instructs the Agent) that the amount deposited in the Cash Sweep Account at any given time:
• shall remain deposited and unavailable in the Cash Sweep Account;
• is used solely and exclusively:
• in the event of maturity (ordinary or early) or termination of the Loan Agreements (Old Money), the Loan Agreements (Interest Financing) and the Loan Agreements (Working Capital Financing) or the Working Capital Facilities (Old Money) (as this term is defined in the Working Capital Framework Agreement);
• to the payment of any amounts due on that date (for any reason) under the Loan Agreements (Old Money), the Loan Agreements (Interest Financing), the Loan Agreements (Working Capital Financing) and the Working Capital Facilities (Old Money) (as defined in the Working Capital Framework Agreement); and
• shall be distributed amongst those instruments in proportion to the outstanding balance of the liquid, due and payable principal thereof as at that date.

Lending Institutions Guaranteed by the ICO may amend the application rules set out in the preceding paragraphs, if required by their ICO Framework Agreements or the ICO Regulations.

• Bank Accounts
• The Obligors undertake to grant and maintain (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies grant and maintain) in force at all times Security Interests in the Transaction over:
• the Bank Accounts; and
• any other bank accounts held by any Group company with an average fortnightly balance exceeding EUR 150,000, within twenty (20) Business Days following each calendar quarter.
• The Obligors shall operate (and Wallbox NV and Wallbox Chargers, as companies exercising control over the other Group companies, shall ensure that the Group companies operate) the Bank Accounts in accordance with the following terms:
• the Obligors’ Agent shall operate:
• the [Intentionally omitted] in accordance with the provisions of section31 *** of ANNEX 15 (General Obligations); and
• the Cash Sweep Account in accordance with the provisions of section29 (Cash Sweep Account) of ANNEX 15 (General Obligations);

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• the Obligors and the Group companies may not:
• order transfers from, or operate the Cash-pooling Account or the Operating Accounts if an unresolved Breach has been verified; nor
• )carry out transactions or order transfers in the bank accounts for the purpose of avoiding or circumventing the obligation set out in section REF _Ref221702008 \r \h (a)(ii) above; and
• the Obligors shall operate (and Wallbox NV shall ensure that the Group companies operate) all the Group’s bank accounts in such a way that, at all times, 90% of the Group’s cash is deposited in the Bank Accounts.
• [Intentionally omitted]

The Obligors’ Agent:

• [Intentionally omitted]
• Material Commercial Contracts

The Obligors undertake to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies comply with the following obligations):

• to grant and maintain in force at all times Security Interests in the Transaction over all Material Commercial Contracts; and
• to grant Security Interests in the Transaction (on terms satisfactory to the Agent) over any Material Commercial Contracts that may be entered into at any time, within a maximum period of twenty (20) calendar days from the execution of the Material Commercial Contract in question.
• [Intentionally omitted]
• [Intentionally omitted]
• Letter of Commitment to Invest and Shareholders’ Bridge Loan Agreement

Wallbox NV and Wallbox Chargers may not novate, amend or alter, in whole or in part, under any circumstances or in any manner, the terms and conditions of the Letter of Commitment to Invest or the Shareholders’ Bridge Loan Agreement, with respect to the versions validated and approved by the Signatory Lending Entities.

• Penalties
• No Obligor may:
• use, lend, contribute or in any other way make available all or part of the funds from any Loan to finance any transaction, business or any other activity carried out for the benefit of any Restricted Party; or

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• engage in any transaction for the purpose of avoiding, evading, breaching or attempting to breach any Sanction applicable to it; or
• finance all or part of any payment in connection with a Financing Document with funds derived from any business or transaction conducted, to the best of its knowledge, with a Restricted Party, or from any action resulting in a breach of a Sanction.
• Furthermore, Obligated Parties must:
• comply at all times with the applicable regulations regarding sanctions; and
• take whatever action is necessary to ensure compliance with the declaration set out in section29 (Sanctions) of ANNEX 13 (Declarations).
• Each Obligor shall ensure that any Group company:
• complies at all times with the applicable regulations regarding Sanctions; and
• takes whatever action is necessary to ensure compliance with the declaration set out in section29 (Sanctions) of ANNEX 13 (Declarations).
• Anti-corruption and anti-money laundering regulations
• Obligors may not use, lend, contribute or in any other way make available all or part of the funds from any Loan to finance any transaction, business or any other activity that could constitute a breach of any anti-corruption or anti-money laundering regulations.
• Each Obligor must (and Wallbox NV shall ensure that any Group company must):
• conduct its business in compliance with applicable anti-corruption and anti-money laundering regulations; and
• maintain policies and procedures designed to promote and facilitate compliance with such regulations.

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• CASES OF NON-COMPLIANCE
• Default

Failure to pay, by the respective due dates, any amount owed by the Obligors under the Financing Documents (including, without limitation, amounts in respect of principal, ordinary interest, default interest, fees, taxes or expenses), unless such failure to pay is caused by:

• an administrative or technical error and payment is made within five (5) Business Days of the scheduled payment date; or
• an Event of Interruption and the payment is made within five (5) Business Days of the scheduled payment date.
• Other obligations
• A breach by any Obligor of any of the obligations contained in the Financing Documents (other than those set out in the section1 (Default) above and paragraph (b) below).
• Any failure by an Obligor to comply with any of the obligations set out in sections22 (Maintenance of Collateral),24 (Obligors (Obligor Coverage Ratio)),35 (Penalties), and36 (Anti-corruption and Anti-money laundering Regulations), all of which form part of ANNEX 15 (General Obligations).
• It shall be understood that an Event of Default in accordance with paragraph (a) above has not occurred if the breach is capable of being remedied and is effectively remedied within ten (10) Business Days from the earlier of the following dates:
• the date on which the Agent sends the Obligors’ Agent the notice regarding the breach; or
• the date on which the relevant Obligor became aware of the breach.
• Exclusively in relation to the obligations contained in sections2 (Compliance with laws) and13 (Taxes) of ANNEX 15 (General obligations), it shall be understood that an Event of Default has not occurred in accordance with paragraph (a) above if the default:
• is a direct consequence of a failure to pay tax or social security contributions directly linked to the financial situation of the defaulting Obligor prior to the Restructuring Plan, and this is satisfactorily demonstrated by the Obligors’ Agent to the Agent and the Financial Adviser;
• is capable of being remedied and is effectively remedied to the Agent’s satisfaction (acting reasonably) no later than 3 months following the Effective Date; and
• it does not have a material impact on the viability of the Group or on its

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• ability to service the restructured debt in accordance with the Restructuring Plan, and this is satisfactorily demonstrated by the Obligors’ Agent to the Agent and the Financial Adviser.
• Misrepresentation
• Any relevant representation or statement made (or deemed to have been made) by a Debtor under the Financing Documents or in any other document executed by, or on behalf of, any Debtor under, or in connection with, any Financing Document is, or is found to have been, incorrect or misleading at the time it was made or deemed to have been made.
• With regard to the declaration set out in section14 (Absence of proceedings) of ANNEX 13 (Declarations), an Event of Default in accordance with paragraph (a) above shall be deemed not to have occurred if:
• the proceedings, investigations or rulings referred to in that declaration relate to claims covered under the Restructuring Plan; or
• the aggregate amount of the proceedings, investigations or rulings referred to in such a declaration does not exceed EUR 2,000,000 in the current calendar year.
• Furthermore, exclusively in relation to the declarations set out in paragraphs (a) and (b) of section 8 (Tax Matters), section 14 (Absence of Proceedings), paragraph (c) of section 21 (Industrial/Intellectual Property) and section 23 (Regulatory Compliance) (all of them) of ANNEX 13 (Declarations), it shall be understood that an Event of Default has not occurred in accordance with section (a) above if the falsehood in the declaration:
• is the direct cause of a failure to pay the tax authorities, social security or (only in respect of the declaration referred to in paragraph (c) of section 21 (Industrial/Intellectual Property)) the competent authorities in matters of Industrial/Intellectual Property, directly linked to the financial situation prior to the Restructuring Plan of the Obligor affected by the falsehood in the declaration, and this is satisfactorily demonstrated by the Obligors’ Agent to the Agent and the Financial Adviser;
• is capable of being rectified and is effectively rectified to the satisfaction of the Agent (acting reasonably) no later than 3 months following the Effective Date; and
• it has no material impact on the viability of the Group or on its ability to service the restructured debt in accordance with the Restructuring Plan, and this is satisfactorily demonstrated by the Obligors’ Agent to the Agent and the Financial Adviser.
• Cross-default
• Failure to pay, on their respective due dates (or at the end of any applicable grace

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• period), any amount owed by the Obligors or other Group companies under Financial Indebtedness.
• The Financial Indebtedness assumed by any of the Obligors or any other Group company is declared due and payable prior to the ordinary due date as a result of the occurrence of an event of default (or any analogous circumstance resulting in the early enforceability of the corresponding obligations).
• The inability of any of the Obligors or any other Group company to draw down further amounts under the Financial Indebtedness as a result of the occurrence of an event of default (or any analogous circumstance resulting in the cancellation of the commitments to make funds available to the company in question).
• In the event that any of the creditors under the Financial Indebtedness is entitled to declare the obligations assumed by any of the Obligors or any other Group company due and payable in advance as a result of the occurrence of an event of default (or any analogous circumstance resulting in the early enforceability of the relevant obligations).
• Insolvency
• If:
• any of the Obligors:
• is unable or admits its inability to meet its payment obligations as they fall due;
• is unable to meet its payment obligations in accordance with applicable regulations;
• suspends or threatens to suspend payments on any of its debts; or
• as a result of present or future financial difficulties, enters into negotiations with any of its creditors (excluding any Financial Party in that capacity) with the aim of restructuring its debt (including, without limitation, the filing of a notice under Article 585 of the Insolvency Act);
• the value of the assets of any Obligor is less than its liabilities (current and contingent);
• the granting of a debt write-off or deferral in relation to any debt incurred by an Obligor;
• any Obligor is in a state of current insolvency, imminent insolvency or likely insolvency in accordance with the Insolvency Act; or
• a moratorium is declared in respect of any indebtedness of any Obligor. In the event that such a moratorium occurs, the expiry of the relevant period would not remedy any Event of Default arising therefrom.

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• Until the Effective Date, the provisions of paragraph (a) shall not apply to any Event of Default or breach arising directly from the financial situation of any Obligor prior to the Restructuring Plan.
• Insolvency proceedings
• The adoption of any agreement, corporate measure, legal proceeding or other procedure or action in relation to:
• suspension of payments, the declaration of insolvency (including the filing of any application for compulsory or voluntary insolvency proceedings or the approval of any resolution or decision approving such an application), the making of the notification referred to in Article 585 of the Insolvency Act, a moratorium on any indebtedness, the winding up, administration or reorganisation (through a voluntary petition, scheme of arrangement or in any other form) of any Obligor;
• an arrangement, assignment or restructuring plan with any creditor of any Obligor (including, without limitation, a creditors’ arrangement, an out-of-court settlement, any contract or instrument to obtain a write-off or deferral of debt, amongst others);
• the appointment of a liquidator, trustee, receiver, custodian, insolvency administrator or similar officer in relation to any Obligor or its assets;
• the enforcement of any security interest granted by any Obligor or over any of its assets; or
• any other similar action or proceeding, whether judicial, administrative or private, which produces analogous effects in any jurisdiction.
• The provisions of paragraph (a) above shall not apply to any application for dissolution that is unfounded or abusive and that is dismissed or rejected within fourteen (14) days of its submission.
• Until the Effective Date, the provisions of section (a) shall not apply to any Event of Default or breach arising directly from the financial situation of any Obligor prior to the Restructuring Plan.
• Inability to issue the Monitoring Plan

If the Financial Adviser sends a certified notification stating that it is impossible to issue a Monitoring Plan within the first twenty (20) calendar days of a calendar quarter because the Obligors’ Agent has not provided the necessary information for this purpose.

• Enforcement at the request of creditors

The commencement of any administrative or judicial proceedings involving seizure, enforcement, expropriation, attachment or execution against any of the Obligor’s assets with a combined value of ten million euros (EUR 10,000,000) (or the equivalent in any other

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currency), unless such circumstance is remedied within ten (10) Business Days from the commencement of the relevant proceedings.

• Failure to comply with applicable provisions

If, at any time, the performance by any Obligor of the obligations assumed under the Financing Documents contravenes any applicable legal provisions, or if any of the obligations arising from the Financing Documents for any Obligor or any other Group company prove to be unlawful, invalid or unenforceable.

• Guarantee Documents
• Breach by any Obligor of the obligations assumed under any Security Document.
• If any Security Interest in the Transaction:
• ceases to be legal, valid, binding, effective or enforceable; or
• ceases to be a first-ranking security interest or shares rank with other security interests (except for security interests granted in accordance with paragraph (b) of the definition of “Permitted Security Interests”).
• Adverse Material Change

If an Adverse Material Change were to occur.

• Cessation or Change of Business

If:

• an asset or a branch of business of any Obligor is disposed of or transferred in contravention of the provisions of section4 (Disposals) of ANNEX 15 (General Obligations); or
• any Obligor suspends, ceases or announces the suspension or cessation of its principal business or substantially alters it,

unless all the Lending Institutions have given their prior written consent.

• Event of default

If:

• it were or became unlawful for CESCE, the ICO or the EIF to fulfil any payment obligation under the CESCE Policies, the ICO Guarantees or the EIF Guarantees, as applicable, or for any beneficiary to benefit from any of those coverage instruments;
• any payment obligation of CESCE, the ICO or the EIF under any CESCE Policy, ICO Guarantee or EIF Guarantee, as applicable, is not or ceases to be lawful, valid, binding or enforceable, or any of such hedging instruments is not or ceases to be in full force and effect; or

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• CESCE, the ICO or the FEI evades, terminates, repudiates, suspends, cancels, rescinds, extinguishes, reduces or calls in, in whole or in part, any CESCE Policy, ICO Guarantee or FEI Guarantee, or there is clear evidence of the intention of CESCE, the ICO or the EIF to evade, terminate, repudiate, suspend, cancel, rescind, extinguish, reduce or call in all or part of any of said hedging instruments.
• Security Interest over the shares of Wallbox NV

If a Security Interest were to be created over the shares of Wallbox NV as security for obligations assumed by any Group company vis-à-vis a third-party creditor (with the exception of Existing Security Interests).

• Conditions and actions under the Restructuring Plan

If any of the conditions and/or actions set out in Clause 3 (Conditions Precedent) of the Restructuring Plan are not satisfied in accordance with the provisions of the Restructuring Plan.

• Approval

If:

• the Application for Approval (as defined in the Restructuring Plan) is not accepted for processing;
• the judicial approval of the Restructuring Plan is refused or not granted in accordance with the Application for Approval; or
• a judgment is handed down (in whole or in part) in favour of a challenge to the Order of Approval which:
• renders the Restructuring Plan ineffective; or
• results in the effects of the Restructuring Plan not being extended to creditors whose financial claims represent more than 5% of the liabilities covered by the Restructuring Plan.

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EX-5.3

[Transalation for information purposes]

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In Madrid, on 8 April 2026.

HAVING GATHERED

On the one hand,

• WALL BOX CHARGERS, S.L.U., a company incorporated under Spanish law, with its registered office at Paseo de la Castellana, number 95, 28th floor, Madrid, and with Tax Identification Number A-66542903 (“Wallbox Chargers”). Duly represented for these purposes.
• AR ELECTRONICS SOLUTIONS, S.L.U., a company incorporated under Spanish law, with its registered office at Carrer del Foc 68, 08038 Barcelona, and with Tax Identification Number B-66162413 (“AR Electronics”). Duly represented for these purposes.
• WALLBOX USA INC., a company incorporated in the United States, with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (United States) and with Tax Identification Number N02582841 (“Wallbox USA”). Duly authorised for these purposes.
• WALLBOX FRANCE SAS, a French company, with its registered office at Avenue des Champs-Élysées, 75008 Paris (France) and with tax identification number N-0070873E (“Wallbox France”). Duly authorised for these purposes.
• WALLBOX UK LTD, a company incorporated in the United Kingdom, with its registered office at 378-380 Deansgate, M3 4LY Manchester (United Kingdom) and with tax registration number N-0111655G (“Wallbox UK”). Duly authorised for these purposes.
• WALLBOX ITALY S.R.L., an Italian company, with its registered office at Piazza Tre Torri, 2, 20145 Milan (Italy) and with tax identification number N-0113105A ("Wallbox Italy"). Duly represented for these purposes.

Hereinafter, Wallbox Chargers and AR Electronics shall be referred to as the "Accredited Parties".

Hereinafter, Wallbox Chargers, AR Electronics, Wallbox USA and Wallbox UK shall be referred to as the "Confirming Debtors".

Hereinafter, Wallbox Chargers, AR Electronics, Wallbox USA, Wallbox France, Wallbox UK and Wallbox Italy shall be referred to as the “Factoring Debtors”.

Hereinafter, the Creditors, the Confirming Debtors and the Factoring Debtors shall be referred to collectively as the “Operating Debtors”.

Furthermore,

• WALLBOX N.V., a company incorporated under Dutch law, with its registered office at Carrer del Foc 68, 08038 Barcelona and Tax Identification Number N-0098134J (“Wallbox NV”). Duly represented for these purposes.
• COIL INC, a company incorporated in the United States, with its registered office at 1307 Hayes Street, Suite 5, San Francisco, CA 94117 and Tax Identification Number N-N0401202G

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• (“Coil”). Duly represented for these purposes.
• ELECTROMAPS, S.L.U., a Spanish company, with its registered office at Carrer del Foc 68, 08038 Barcelona and Tax Identification Number B-66513524 (“Electromaps”). Duly represented for these purposes.

Hereinafter, Wallbox Chargers, AR Electronics, Wallbox USA, Wallbox France, Wallbox NV, Coil and Electromaps shall be referred to as the “Original Warrantors”.

On the other hand,

• BANCO SANTANDER, S.A., a Spanish credit institution, with its registered office at Paseo de Pereda 9–12, 39004, Santander, and Tax Identification Number A-39000013 (“Banco Santander”). Duly authorised for these purposes.
• BANCO BILBAO VIZCAYA ARGENTARIA, S.A., a Spanish credit institution, with its registered office at Plaza de San Nicolás 4, 48005, Bilbao, and Tax Identification Number A-48265169 (“BBVA”). Duly represented for these purposes.
• CAIXABANK, S.A., a Spanish credit institution, with its registered office at Calle Pintor Sorolla 2-4, 46002, Valencia, and Tax Identification Number A-08663619 (“CaixaBank”). Duly authorised for these purposes.
• EBN BANCO DE NEGOCIOS, S.A., a Spanish credit institution, with its registered office at Paseo de Recoletos, 29, 28004, Madrid, and Tax Identification Number A-28756043 (“EBN”). Duly represented for these purposes.
• MORA BANC GRUP, S.A., an Andorran credit institution, with its registered office at Avenida Merixell 96, AD500, Andorra la Vella, Principality of Andorra, and with Tax Identification Number N-043130I (“Mora Banc”). Duly represented for these purposes.

Hereinafter, Banco Santander, CaixaBank, EBN and Mora Banc, together with (subject to the provisions of Clause 16 (Accession of Non-Signatory Operating Entities)) Deutsche Bank, S.A., Bankinter, S.A. and HSBC Continental Europe; and their respective successors under the Credit Facilities (as that term is defined below) shall be referred to as the “Lending Institutions”.

Hereinafter, Banco Santander, BBVA and CaixaBank, together with (subject to the provisions of Clause 16 (Accession of Non-Signatory Operating Institutions)) Citibank Europe, PLC and Deutsche Bank, S.A.; and their respective assignees under the Confirming (as that term is defined below) shall be referred to as the “Confirming Entities”.

Hereinafter, Banco Santander, BBVA and CaixaBank and their successive assignees under the Factoring (Old Money) (as that term is defined below) shall be referred to as the “Factoring Entities” and, together with the Crediting Entities and the Confirming Entities, the “Operating Entities”. Likewise, reference shall be made to the Operating Entities that sign this Agreement on the Signing Date as the “Signatory Operating Entities” and to the Operating Entities that do not sign this Agreement on the Signing Date as the “Non-Signatory Operating Entities”.

And, on the other hand,

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• PALMER AGENCY SERVICES (SPAIN), S.L.U., a company incorporated under Spanish law, with its registered office at Calle Castelló, 59, Bajo, 28001, Madrid, and with Tax Identification Number B56936644 (“Palmer”). It is duly represented for these purposes.

Palmer, in its capacity as agent for the Financial Parties (as that term is defined below), or the entity replacing it in that capacity in accordance with the provisions of Clause13 (Agent), shall be referred to as the "Agent".

WHEREAS

• That Wallbox NV is the parent company of the Group (as defined in Clause1.1 (Definitions)), whose business consists principally of the development and marketing of various types of smart chargers for electric vehicles.
• That, for several months, the Group has been negotiating with its main creditors and shareholders regarding the recapitalisation and comprehensive restructuring of its liabilities (the “Restructuring”), with the primary aim of ensuring its financial viability.
• That, in the context of the Restructuring negotiations:
• on 9 October 2025, the Group’s main creditor institutions (namely Banco Santander, BBVA and CaixaBank), together with Wallbox Chargers, AR Electronics and Wallbox USA, amongst others, formalised a standstill agreement, to which EBN Banco de Negocios, S.A., Instituto de Crédito Oficial, E.P.E., Institut Català de Finances, Mora Banc Group, S.A. and Compañía Española de Financiación del Desarrollo, Cofides, S.A., S.M.E., acting as Manager in its own name and on behalf of the Fondo para Inversiones en el Exterior, F.C.P.J. (FIEX), on 7 November 2025 (the “Standstill Agreement”);
• On 22 December 2025, Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L., Am Gestio, S.L., Consilium, S.L. and Mingkiri, S.L. / Anangu, S.L. and Instruments Financiers Per A Empreses Innovadores, S.L.U. (IFEM), signed a non-binding letter of intent in favour of Wallbox NV, in which they expressed their willingness, subject to the signing of a binding investment commitment (the “Binding Investment Commitment”), to inject equity into Wallbox NV for an aggregate amount of EUR 10,000,000; and
• on 1 December 2025, Wallbox NV, Wallbox Chargers, AR Electronics and Electromaps filed with Barcelona Commercial Court No. 9 the notice of commencement of negotiations provided for in Article 585 of the Insolvency Act, with the aim of obtaining the necessary legal protection to facilitate the negotiation and approval of a restructuring plan.
• That, on this date, Wallbox Chargers, AR Electronics and Wallbox USA, together with their principal creditors, have approved a restructuring plan (the “Restructuring Plan”), in accordance with the provisions of Title III of Book Two of the Insolvency Act, the purpose of which is to establish the terms and procedure for the restructuring of the Group’s liabilities, as well as to adopt the necessary measures to ensure its viability, in accordance

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• with the viability plan incorporated into the Restructuring Plan itself (the “Viability Plan”).
• That the Restructuring Plan affects, amongst other instruments, the bilateral working capital facilities identified in ANNEX 1 (Working Capital Facilities) of this Agreement (the “Working Capital Facilities”), which comprise the following types of financial instruments:
• Debt instruments entered into prior to the Signing Date (the “Working Capital Facilities (Old Money)”) and which, in turn, comprise:
• credit facilities entered into between the Lending Entities and the Borrowers (such credit facilities, including, in all cases, both the underlying financial instruments and the contracts, documents and agreements pursuant to which such credit facilities are granted, governed or documented, the “Credit Facilities (Old Money)”;
• confirming facilities entered into between the Confirming Entities and the Confirming Debtors (such confirming facilities, including, in all cases, both the underlying financial instruments and the contracts, documents and agreements pursuant to which such confirming facilities are granted, governed or documented, the “Confirming Facilities (Old Money)”; and
• factoring or trade credit facilities entered into between the Factoring Entities and the Factoring Debtors (such factoring or trade credit facilities, including, in all cases, both the underlying financial instruments and the contracts, documents and agreements pursuant to which such factoring or trade credit facilities are granted, governed or documented, the "Factoring (Old Money)").

For the purposes of this Agreement, the term “Working Capital Facilities (Old Money)” includes any debt instruments entered into in accordance with Clause 6.7 (Exercise of alternatives) of the Restructuring Plan for the purpose of replacing or modifying the nature of the “Affected Debt” of “Class 2” of the Restructuring Plan to convert term debt or loans into working capital debt and thereby opt for the “Alternative Terms (Working Capital)” (as these terms are defined in the Restructuring Plan), notwithstanding that such instrument is entered into after the Signing Date.

• New debt instruments entered into on or after the Signing Date for the purpose of providing part of the “Interim Financing” (as that term is defined in the Restructuring Plan), structured through new working capital facilities (the “Working Capital Facilities (New Money)”) in the form of:
• new working capital facilities (of any type, including, without limitation, credit and COMEX) entered into between the Lending Entities and the Borrowers (such credit facilities, including, in all cases, both the underlying financial instruments and the contracts, documents and agreements pursuant to which such credit facilities are granted, governed or documented, the "Credit Facilities (New Money)"); and

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• new factoring facilities entered into between the Factoring Entities and the Factoring Debtors (such factoring facilities, including, in all cases, both the underlying financial instruments and the contracts, documents and agreements pursuant to which such factoring facilities are granted, governed or documented, the “Factoring Facilities (New Money)”).
• That the Restructuring Plan provides, amongst other measures, for the standardisation of certain terms and conditions applicable to the Working Capital Lines (depending on their type and Class) by applying the following treatment:
• Working Capital Facilities (Old Money)
• By default, all Working Capital Facilities (Old Money) of Class 1 are subject to the “Standard Class 1 Terms” identified as such in this Agreement, including, amongst others, the following terms and conditions:
• maintenance of the financial terms of the existing debt instruments;
• maintenance of the security interests currently securing each of said instruments (which are hereby expressly confirmed);
• application of the waiting period and the remaining terms and conditions of the Class 2 Standard Conditions, other than:
• those set out in paragraphs (A) and (B) above; and
• the capitalisation of ordinary interest (or applicable financial remuneration) accrued and unpaid as at this date.
• By default, all Class 2 Working Capital Facilities (Old Money) are subject to the “Class 2 Standard Conditions” identified as such in this Agreement, including, but not limited to, the following terms and conditions:
• the capitalisation of ordinary interest (or applicable financial remuneration) accrued and unpaid as at the Signing Date in respect of:
• the Working Capital Facilities (Old Money); and
• the (Old Money) Loan Agreements (as that term is defined in the Master Loan Agreement),

in both cases, belonging to Class 2 (and such Class 1 debt as may voluntarily be included) and treated as “Loans (Tranche B)” (as that term is defined in the Master Loan Agreement);

• the application of a grace period;
• the extension of their maturity date until the end of the aforementioned grace period;

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• ordinary “bullet” repayment at the end of the aforementioned grace period;
• the modification of the applicable interest rate (or financial remuneration); and
• the standardisation of other terms and conditions (such as, for example, representations, obligations and events of default).
• Notwithstanding the foregoing, all Operating Entities have the power to opt – voluntarily – to apply to their respective Working Capital Facilities (Old Money) the following terms and conditions, amongst others (the “Alternative Conditions”):
• the maintenance of the availability of the working capital facility (as “committed” facilities) to continue financing Operating Borrowers;
• the conversion into loans of:
• ordinary interest (or the relevant financial remuneration) accrued and unpaid as at the Signing Date in respect of (x) the Working Capital Facilities (Old Money) and (y) the Loan Agreements (Old Money) (as that term is defined in the Master Loan Agreement); and
• part of the amount drawn down against the Working Capital Facilities (Old Money),

to be treated as “Loans (Tranche B)” (as defined in the Master Loan Agreement);

• the extension of its maturity date;
• the ordinary amortisation or repayment schedule (as a consequence of its nature as committed working capital financing);
• the amendment of the applicable interest rate (or remuneration);
• the non-application of default interest during the term of the Standstill Agreement; and
• the standardisation of other terms and conditions (such as, for example, declarations, obligations and events of default).
• Working Capital Facilities (New Money)

In accordance with the Restructuring Plan, and given their nature as ‘Interim Financing’, the Working Capital Facilities (New Money) shall be subject to their own terms and conditions (distinct from the Standard Terms and Alternative Terms) in accordance with the provisions of this Agreement, expressly including, but not limited to:

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• an earlier maturity date than the Working Capital Facilities (Old Money); and
• a variable interest rate, payable in cash and higher than that of the Working Capital Facilities (Old Money).
• It has been essential for the Signatory Operating Entities to agree to enter into the Restructuring Plan and this Agreement (and, in particular, to novate the Working Capital Facilities on the terms set out herein):
• that, as security for the performance of the obligations arising for the Operating Debtors towards the Operating Entities by virtue of the Working Capital Facilities, the Security Interests in the Transaction (as defined in Clause1.1 (Definitions)) are provided;
• the truth and accuracy of the representations set out in Clause‎5.7 (Representations);
• that the guarantees, whether in the form of a surety or an insurance policy, granted by the ICO and CESCE (as these terms are defined in Clause1.1 (Definitions)) in favour of certain Operating Entities, and which partially guarantee the amounts drawn down under certain Working Capital Facilities, are not in any way affected or prejudiced as a result of the execution of this framework agreement; and
• that the Non-Signatory Operating Entities accede to this framework agreement, either by expressly adhering to it or through its judicial approval.
• That, in view of the foregoing and having fulfilled all the conditions set out in Part I (Conditions Precedent or Concurrent to Signing) of‎ ANNEX 2 (Conditions Precedent) of this Agreement, the Parties, confirming the validity of the powers by virtue of which they are acting, agree to enter into this framework agreement for working capital (the “Agreement”), which shall be governed by the following

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CLAUSES

SECTION 1 INTERPRETATION

• DEFINITIONS AND INTERPRETATION
• Definitions

In this Agreement:

• "ABL" means ABL GmbH, a company incorporated under German law, with its registered office at Albert-Büttner-Straße 11, Offenbach am Main, 91207, Lauf/Pegnitz, registered in the Offenbach am Main register under registration number HRB 55773.
• "Reference Shareholders" means the following shareholders of Wallbox NV:

[Intentionally omitted]

• "Accredited Parties" has the meaning set out in the "Meeting the Requirements" section of this Agreement.
• "Asset Subject to Disposal" has the meaning attributed to that term in Clause12.4 (Release of Obligors and Security Interests).
• "Master Loan Agreement" means the master agreement relating to the term loans granted by a number of financial institutions to a number of Group companies, entered into on or around the Signing Date in the context of the measures set out in the Restructuring Plan.
• "Existing Framework Agreement" means the debt reorganisation framework agreement entered into on 11 November 2024 by, amongst others, the Operating Debtors and BBVA and Banco Santander, for the purpose of regulating certain common terms applicable to specific long-term financing and specific bilateral working capital facilities of various kinds, pursuant to a deed executed before the Notary of Barcelona, Ms Laura Nogales Martín, under number 217 of her register; as novated pursuant to the non-extinctive novation agreement executed on 8 April 2025 by, amongst others, the Operating Debtors and the Signatory Operating Entities, pursuant to a deed executed before the Notary of Barcelona, Ms Laura Nogales Martín, under number 70 in her register, and the Notary of Madrid, Mr Andrés Domínguez Nafría.
• "Affiliate" means, in relation to any entity, a Subsidiary of that entity or a Parent Company of that entity or any other Subsidiary of that Parent Company.
• "Agent" has the meaning set out in the "Parties" section of this Agreement.

"Agent for the Obligors" means Wallbox Chargers, appointed to act on behalf of and in the name of each Obligor in relation to the Financing Documents in accordance with the provisions of Clause11.1 (Appointment of the Agent for the Obligors).

• "€STR Adjustment" means:

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• the adjustment value determined by the Agent, following the instructions of the Majority of Operating Entities (or by any other Financial Party that agrees to determine the applicable rate in place of the Agent, following the instructions of the Majority of Operating Entities) on the basis of the designation, nomination or recommendation of any applicable government authority or central bank, regulator or other supervisory authority or a group thereof, or any working group or committee, or ISDA, for each EURIBOR maturity in relation to the €STR; or
• in the absence of such designation, nomination or recommendation, the median of the daily difference, positive or negative, between the EURIBOR and the €STR for the last 5 years prior to the Quotation Date.
• “Central Bank Rate Adjustment” means, in relation to the Central Bank Rate in force at the close of business on the Quotation Date, the arithmetic mean adjusted to 20 per cent (calculated by the Agent) of the Central Bank Rate Spreads for the five (5) immediately preceding TARGET Days for which the EURIBOR is available, or as determined by a legal provision, whether legislative or regulatory.
• "Capital Increase" means the capital increase in Wallbox NV for an aggregate amount of EUR 10,650,000 by Orilla Asset Management, S.L. (EUR 1,000,000), Inversiones Financieras Perseo, S.L. (an Iberdrola group company) (EUR 1,000,000), AM Gestio, S.L. (EUR 1,000,000), Consilium, S.L. (EUR 1,000,000), Mingkiri, S.L. (EUR 1,000,000), Kariega Ventures, S.L. (EUR 650,000) and Instruments Financiers per a Empreses Innovadores, S.L. Unipersonal (IFEM) (EUR 5,000,000).
• "Finance Lease" means any finance lease agreement, the payment obligations under which are treated as liabilities in accordance with the Accounting Standards.

"Operating Lease" means any lease agreement other than a Finance Lease, under which the risks and rewards incidental to ownership of the leased asset are not substantially transferred to the lessee, and whose payment obligations are not classified as financial liabilities in accordance with the Accounting Standards.

"Financial Adviser" means FTI Consulting Spain, S.L.U.

• "Approval Order" has the meaning attributed to that term in the Restructuring Plan.

"Regulatory Authority" means:

• the United States of America;
• the United Nations;
• the European Union;
• the United Kingdom;
• the member states of the European Union; and
• the governments and official institutions or agencies of any of the preceding sub-paragraphs (a) to (e), including OFAC (Office of Foreign Assets Control), the US

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• Department of State, and His Majesty’s Treasury.
• "Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, registration, public disclosure, entry or registration.
• "ICO Guarantee" means any guarantee issued by the ICO under (or in accordance with) an ICO Framework Agreement.
• "Change of Control" means any operation, transaction, event or circumstance by virtue of which:
• the Reference Shareholders, jointly, cease to hold a (direct or indirect) fully voting interest of at least 50.01% in the share capital of Wallbox NV;
• Wallbox NV ceases to hold:
• a direct holding with full voting rights of 100% in the share capital of Wallbox Chargers (excluding treasury shares); or
• control (direct or indirect) of any other Obligor; or
• Wallbox Chargers ceases to hold:
• a direct holding with full voting rights of 100% in any Material Subsidiary and Wallbox USA; or
• direct or indirect control of any Material Subsidiary.
• For the purposes of this definition, “control” means holding, directly or indirectly, control of another company or companies in accordance with Article 42 of the Commercial Code (expressly including as a result of any transaction carried out in concert through any agreement or arrangement).
• "Material Adverse Change" means any event or circumstance (or combination of events and/or circumstances) which, in the opinion of the Majority of Operating Entities:
• has or may come to have, merely through the passage of time and in relation to the Group’s financial condition, business, assets or property, a substantially adverse effect on the ability of any of the Obligors to fulfil all the obligations they have assumed towards the Operating Entities arising from any Financing Document, or
• may result, by the mere passage of time, in any of the Financing Documents becoming unlawful, invalid, ineffective or unenforceable against any of the Obligors.
• "Maximum Capex" means, in respect of any investment, the following maximum amounts:
• EUR 2,500,000 per investment transaction; and
• EUR 7,500,000 per Financial Year.
• "Letter of Accession" means a document substantially in accordance with the template set

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• out at ANNEX 4 (Model Letter of Accession).
• "Letter of Election" has the meaning attributed to that term in the Restructuring Plan.
• "Fee Letter" means any letter or letters executed by the Obligors’ Agent or any Original Obligor on or about the date of this Agreement setting out any of the fees relating to the Financing Documents .
• "Investment Commitment Letter" means the letter signed on or prior to the Signing Date by Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L. (an Iberdrola group company), AM Gestio, S.L., Consilium, S.L. and Anangu Grup, S.L. as shareholders, Instruments Financiers per a Empreses Innovadores, S.L. Unipersonal (IFEM), Wallbox NV as parent company and Wallbox Chargers as a company in relation to the Binding Investment Commitment.
• "Certificate of Compliance" means a certificate substantially in accordance with the template set out at ANNEX 5 (Model Certificate of Compliance).
• "CESCE" means the Compañía Española de Seguros de Crédito a la Exportación, S.A. Compañía de Seguros y Reaseguros, S.M.E., acting in its own name and on behalf of the Spanish State.
• "Classes" has the meaning attributed to that term in the Restructuring Plan.
• "Class 1" has the meaning attributed to that term in the Restructuring Plan.

"Class 2" has the meaning attributed to that term in the Restructuring Plan.

• "US Code" means the US Internal Revenue Code of 1986.
• "Civil Code" means the Civil Code approved by the Royal Decree of 24 July 1889.
• "Commercial Code" means the Commercial Code approved by the Royal Decree of 22 August 1885.
• "Confidentiality Undertaking" means a confidentiality undertaking substantially in accordance with the model recommended by the LMA or in any other form agreed between the Obligors’ Agent and the Agent.
• "Condition Precedent" has the meaning attributed to that term in Clause1.8 (Condition Precedent).
• "Alternative Conditions" has the meaning set out in the "Preamble" section of this Agreement.
• "Standard Conditions" means the Class 1 Standard Conditions and the Class 2 Standard Conditions.
• "Standard Conditions Class 1" has the meaning set out in the "Preamble" section of this Contract.

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• "Class 2 Standard Conditions" has the meaning set out in the "Preamble" section of this Agreement.

"Confirming" means Confirming (New Money) and Confirming (Old Money).

"Confirming (New Money)" has the meaning set out in the "Definitions" section of this Agreement.

"Confirming (Old Money)" has the meaning set out in the "Definitions" section of this Agreement.

"Agreement" has the meaning set out in the "Definitions" section of this Agreement.

"Material Commercial Contract" means any contract or document, or set of contracts or documents, entered into by one or more Group entities with one or more customers and whose annual value is equal to or greater than EUR 1,000,000 (or the equivalent in another currency).

"Creditors’ Agreement" means the agreement between creditors entered into today in relation to, amongst other things, this Agreement and the Master Loan Agreement (as novated, amended, consolidated or supplemented from time to time).

"Shareholders’ Bridge Loan Agreement" means the loan agreement entered into on or prior to the Signing Date by Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L. (a company of the Iberdrola group), AM Gestio, S.L., Consilium, S.L., Mingkiri, S.L. and Kariega Ventures, S.L. as lenders and Wallbox N.V. as borrower.

"ICO Financing Agreements" means any financing agreement entered into between a Group company and an Operating Entity in respect of which an ICO Guarantee has been issued, expressly including, without limitation, the ICO-Guaranteed Working Capital Facilities described in ANNEX 1 (Working Capital Facilities), whilst such ICO Guarantee remains in force.

"ICO Framework Agreements" means any framework agreement entered into between an Operating Entity and the ICO to govern the terms and conditions of cooperation in relation to the guarantee facilities granted by the Ministry of Economic Affairs and Digital Transformation and managed by the ICO.

"Termination Costs" means, where applicable, the amount by which:

• the interest (or applicable financial remuneration) that would have accrued (excluding the Margin) in favour of an Operating Entity during the period between (i) the date of receipt of all or part of its share in the Drawdown and (ii) the date on which the Interest Period in force applicable to that Drawdown or Outstanding Amount would have ended, in the event that the Principal amount or the Outstanding Amount received had been paid on the last day of that Interest Period;

exceed:

• the amount that the Operating Entity would have obtained by depositing an

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• amount equal to the Principal of the Drawdown or the Outstanding Amount paid in advance with a leading bank in the Relevant Interbank Market during the period between (i) the Business Day immediately following receipt of such amounts and (ii) the date on which the Interest Period applicable to the Drawdown or Outstanding Amount in question would have ended.
• "Cash Sweep Account" means the bank account number ***** held in the name of Wallbox Chargers at Banco Santander.
• "Cash-pooling Account" means the bank account number ****** held in the name of Wallbox Chargers at Banco Santander, intended to centralise the Group’s cash-pooling outside the United States of America.
• "Factoring Account" means the bank account number *** held in the name of Wallbox Chargers at Banco Santander.
• [Intentionally omitted].
• "Bank Accounts" means:
• the Cash-pooling Account;
• the Factoring Account;
• the Cash Sweep Account;
• the *** Account; and
• the Operating Accounts.

"Operating Accounts" means the bank accounts of the Group companies identified in ANNEX 11 (Operating Accounts).

• "Reiterated Representations" means each of the representations referred to in Clause‎5.7 (Representations).

"Affected Debt" has the meaning attributed to that term in the Restructuring Plan.

• "Confirming Debtors" has the meaning set out in the "Consolidated" section of this Agreement.

"Factoring Debtors" has the meaning set out in the "Consolidated" section of this Agreement.

• "Operating Debtors" has the meaning set out in the "Definitions" section of this Agreement.
• "Business Day" means a day (other than a Saturday or Sunday) on which (i) banks are open for general business in Madrid, Barcelona and New York and (ii) is a TARGET Day.
• "TARGET Day" means any day on which T2 is open for the settlement and clearing of

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• payments in Euros.

"Central Bank Rate Spreads" means the difference (expressed as an annual percentage rate) calculated by the Agent between:

• the EURIBOR for that TARGET Day; and

(b) the Central Bank Rate in force at the close of business on that TARGET Day.

• "Drawdown" means:
• in relation to the Credit Facilities, a drawdown disbursed or to be disbursed under a Credit Facility;
• in relation to the Confirming Facilities, the amount entrusted or to be entrusted by the Confirming Debtors to the Confirming Entities for management, and where applicable, advance payments to their suppliers under such Confirming Facilities; and
• in relation to the Factoring Agreements (Old Money), the amount of receivables from customers assigned (or to be assigned) by the Factoring Debtors to the Factoring Entities under such Factoring Agreements (Old Money), or
• in each case, the principal amount outstanding for repayment or redemption (as the case may be), at any time, corresponding to such drawdowns, instructions, assignments or use of the Working Capital Facility in question.
• “Substituted Drawdown” has the meaning attributed to that term in Clause3.6 (Ordinary Repayment and Redemption (Old Money)).
• "Distribution" means the making of (or the entering into of any agreement in relation to):
• the declaration, payment or distribution of any dividend, charge, commission or any other distribution (or interest on the unpaid amount of any dividend, charge, commission or any other distribution) (in cash or in kind) on or in respect of its share capital (or any class of its share capital);
• the repayment or distribution of any dividend, share premium or reserve;
• the redemption, repurchase, reduction or repayment of its share capital or the approval to carry out such actions;
• the ordinary or early repayment of any amount due in respect of principal or capitalised interest under, or the payment or settlement of any interest, commission or charge accrued or due under, any form of indebtedness, to any of its direct or indirect shareholders;
• the granting of a loan or credit facility to any of its direct or indirect shareholders, other than a Permitted Indebtedness;
• the payment of any management, advisory or other fees to, or for the benefit of, its

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• direct or indirect shareholders; or
• any payment or transfer of funds by any means and for any purpose in favour of any direct or indirect shareholder.
• "Security Documents" means:
• the documents pursuant to which the Security Interests in the Transaction are created;
• any document pursuant to which any type of security interest (other than a personal guarantee) is created to secure any obligation arising from any Global Financing Document, regardless of the applicable law and the nature of such security interest ;
• any irrevocable power of attorney associated with the Security Interests in the Transaction; and
• any other document designated as such by the Agent and the Obligors’ Agent.
• "Financing Documents" means:
• this Agreement;
• the Working Capital Facilities;
• any Security Document;
• any Letter of Commission;
• [Intentionally omitted]
• the Agreement between Creditors;
• any Letter of Adherence;
• any Letter of Election; and
• any other document designated as such by the Agent and the Obligors’ Agent.
• “Global Financing Documents” means:
• the Financing Documents;
• the "Financing Documents" under the Master Loan Agreement; and
• the New Money (together with any ancillary or supplementary documents thereto).
• "Financial Year" means the Group’s annual accounting period ending on 31 December of each year.
• "Permitted Disposal" means the sale, disposal, transfer or alienation (by any means) of:

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[Intentionally omitted]

• "Existing Indebtedness" means the Financial Indebtedness described in ANNEX 6 (Existing Indebtedness).
• "Financial Indebtedness" means any indebtedness arising from:
• amounts drawn down under any loan or credit facility;
• amounts drawn down under any contract for the issuance of guarantees and counter-guarantees (including amounts to be repaid under any such contract, without double counting);
• amounts corresponding to the acceptance of bills of exchange or other negotiable instruments by a third party (regardless of their form), except those delivered to suppliers in connection, exclusively, with payment obligations arising from commercial transactions carried out in the ordinary course of the business of the company in question;
• amounts obtained from the issue of debentures, bonds, promissory notes or any similar instrument, except those paid to suppliers in connection, exclusively, with payment obligations arising from commercial transactions carried out in the ordinary course of the business of the company in question;
• amounts due under finance leases;
• amounts due under hedging transactions;
• amounts received as a result of the assignment or discounting of receipts, commercial bills and other credit rights (unless such assignment is made without recourse) reflected as debt in the Group’s audited consolidated financial statements. Non-recourse factoring and promissory notes that do not generate financial costs are expressly excluded from the definition of Financial Debt;
• amounts obtained under the issue of redeemable shares (unless they are redeemable at the issuer’s option) prior to the Cancellation Date or are classified as a liability in accordance with the Accounting Standards;
• the amount of any liability assumed under a deferred payment agreement (under purchase or other contracts) recognised as debt in the Group’s audited consolidated financial statements; and
• amounts received pursuant to any other transaction having the commercial effect of a loan or treated as a liability in accordance with the Accounting Principles, excluding transactions with suppliers.
• "Permitted Indebtedness" means Financial Indebtedness:
• incurred under:

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• the Global Financing Documents ;
• the Existing Debt, up to the amounts and maturity dates set out in the ANNEX 6 (Existing Debt); and
• the Shareholders’ Bridge Loan Agreement, only until the earlier of the following dates:
• the date on which two months have elapsed from the Effective Date; and
• the date of the Capital Increase;
• incurred by any Group company in the ordinary course of its business under Operating Leases of vehicles, plant, equipment or computers, provided that the aggregate annual expenditure arising from such Operating Leases does not exceed an aggregate maximum of EUR 6,000,000 per annum for the Group as a whole;
• granted by any Obligor in favour of another Obligor (other than Wallbox NV), provided that:
• it is governed by Spanish common law;
• within ten (10) days of its formalisation:
• the document formalising the transaction is provided to the Agent (in a sufficient number of copies for all Operating Entities); and
• a Security Interest in the Transaction is granted over the credit rights arising therefrom in favour of the relevant Obligor, on terms satisfactory to the Agent; and
• its parties are parties to the Agreement between Creditors;
• granted by Wallbox Chargers in favour of Wallbox NV, provided that:
• it is governed by Spanish common law;
• within ten (10) days of its execution:
• the document formalising it is provided to the Agent (in a sufficient number of copies for all Operating Entities); and
• a Security Interest in the Transaction is granted over the credit rights arising therefrom in favour of the relevant Obligor, on terms satisfactory to the Agent; and
• its parties are parties to the Intercreditor Agreement;
• granted by any Obligor other than Wallbox NV in favour of another Group company that is neither an Obligor nor an ABL, provided that:

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• it is governed by Spanish common law;
• the total aggregate amount of debt granted by Obligors other than Wallbox NV in favour of Group companies that are neither Obligors nor ABL at any given time does not exceed EUR 2,800,000;
• within ten (10) days of its execution:
• the document formalising the transaction is provided to the Agent (in a sufficient number of copies for all Operating Entities); and
• a Security Interest in the Transaction is granted over the credit rights arising therefrom in favour of the relevant Obligor, on terms satisfactory to the Agent; and
• the parties thereto are parties to the Intercreditor Agreement;
• granted by any Group company that is neither an Obligor nor ABL to any Group company that is neither Wallbox NV nor ABL, provided that:
• it is governed by Spanish common law;
• within ten (10) days of its execution:
• the document formalising it is provided to the Agent (in a sufficient number of copies for all Operating Entities); and
• a Security Interest in the Transaction is granted over the credit rights arising therefrom in favour of the relevant Group company, on terms satisfactory to the Agent; and
• its parties are parties to the Intercreditor Agreement; and
• incurred with the prior consent of the Majority of Operating Entities.

"ICO-Endorsed Operating Entity" means any Lending Entity, Confirming Entity or Factoring Entity that, at any given time, is a party to an ICO Financing Agreement.

• "Existing Operating Entity" has the meaning attributed to that term in Clause5.12 (Assignment).
• "Lending Entities" has the meaning set out in the "Collectively" section of this Agreement.

"Confirming Entities" has the meaning set out in the "Collectively" section of this Agreement.

"Factoring Entities" has the meaning set out in the "Definitions" section of this Agreement.

• "Operating Entities" has the meaning attributed to that term in the "Definitions" section of this Agreement.

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"Operating Entities (Alternative)" means the Operating Entities that have (voluntarily) opted for the Alternative Terms by virtue of their signature of this Agreement or their Letter of Election (as the case may be).

"Signatory Operating Entities" has the meaning set out in the "Definitions" section of this Agreement.

"Non-Signatory Operating Entities" has the meaning set out in the "Collectively" section of this Agreement.

• "Financial Statements" means:
• in relation to Wallbox NV, the Group’s audited consolidated financial statements for each Financial Year; and
• in relation to each Obligor, the financial statements (which must be audited for those companies required to have them audited) for each Financial Year.
• "Original Financial Statements" means:
• in relation to Wallbox NV, the Group’s audited consolidated financial statements for the Financial Year ended 31 December 2024; and
• in relation to each Obligor, the Financial Statements (which must be audited if such company is required to have them audited) for the Financial Year ended 31 December 2024.

"EURIBOR" means the rate quoted on the eurozone interbank market provided by the European Money Markets Institute (EMMI) (or any other entity that takes over the administration of such rate) for the relevant period, as shown on the EURIBOR01 page of the LSEG Data & Analytics screen, on the understanding that, if such page or service ceases to be available, the Agent may, after consultation with the Obligors’ Agent, specify another page or service displaying the relevant rate.

"Historical EURIBOR" means the most recent applicable EURIBOR for a term equal to the Interest Period and corresponding to a day no earlier than the second Business Day prior to the relevant Quotation Date.

"Interpolated Historical EURIBOR" means the rate resulting from the linear interpolation of:

• the most recent applicable EURIBOR for the longest period (for which the EURIBOR is available) that is shorter than the relevant Interest Period; and
• the most recent applicable EURIBOR for the shortest period (for which EURIBOR is available) exceeding the relevant Interest Period,

each of which corresponds to a day no earlier than two days prior to the Quotation Date.

• "Interpolated EURIBOR" means the rate resulting from the linear interpolation of:

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• the applicable EURIBOR for the longest period (for which the EURIBOR is available) that is shorter than the relevant Interest Period; and
• the applicable EURIBOR for the shortest period (for which the EURIBOR is available) exceeding the relevant Interest Period,

each of them corresponding to 11:00 a.m. (Brussels time) on the Quotation Date.

"Factoring (Old Money)" has the meaning set out in the "Definitions" section of this Agreement.

• "FATCA" means:
• sections 1471 to 1474 of the US Code or any regulations relating thereto;
• any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in any such case) facilitates the implementation of any law or regulation referred to in the preceding paragraph (a) ; and
• any agreement reached as a result of the implementation of any treaty, law or regulation referred to in sections (a) and (b) above with the US Internal Revenue Service, the Government of the United States of America or any governmental or tax authority in any other jurisdiction.
• "Redemption Date" has the meaning attributed to that term in Clause3.6 (Redemption and Ordinary Repayment (Old Money)).
• "FATCA Application Date" means:
• in relation to a "withholding-subject payment" as described in section 1473(1)(A)(i) of the US Code (relating to interest payments and other payments from US sources), 1 July 2014; or
• in relation to a third-party payment (“passthru payment”) as described in section 1471(d)(7) of the US Code that is not covered by the “” above, the first date from which the relevant payment may become subject to a deduction or withholding required by FATCA.
• "Termination Date" means the date on which all amounts due (on all accounts) by the Obligors under, or in connection with, all the Financing Documents have been paid in full and there are no outstanding amounts or obligations remaining under any Financing Document.
• "Quotation Date" means, in relation to any period for which an interest rate is to be determined, two TARGET Days prior to the first day of such period, unless market practice differs in the Relevant Interbank Market for a particular currency, in which case the Quotation Date for that currency shall be determined by the Agent in accordance with such practice (and where quotations are customarily provided by leading banks in the Relevant Interbank Market on more than one day, the Quotation Date shall be the last of such days).

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• “Effective Date” ( ) has the meaning attributed to that term in the Restructuring Plan ( ).
• "Option Exercise Closing Date" has the meaning attributed to that term in the Restructuring Plan.

"Signing Date" means the date of signing of this Agreement.

• "Maturity Date" means 31 December 2030 (without prejudice to the provisions of paragraph (c) (Breach of the Business Plan) of Clause5.4 (Mandatory early redemption or repayment) and any other cause for forfeiture of the benefit of the term).
• "Maturity Date (New Money)" means, at any given time, the relevant date from among the following, in accordance with the provisions of this Agreement:
• the Initial Maturity Date (New Money); and
• the Final Maturity Date (New Money).
• "Final Maturity Date (New Money)" means 31 December 2029.
• "Initial Maturity Date (New Money)" means 27 November 2026.
• "Subsidiary" means, in relation to a company, any company that is controlled, directly or indirectly, within the meaning of Article 42 of the Commercial Code, by that company.

[Intentionally omitted]

• "Material Subsidiary" means, at any given time, any company wholly owned (whether directly or indirectly) by Wallbox NV and whose total assets and total revenue, as per its latest approved separate balance sheet, exceed 5% of the total assets and total revenue of the Group’s latest consolidated balance sheet, calculated in accordance with the latest audited consolidated financial statements.
• "Guarantor" means an Original Guarantor or an Additional Guarantor.
• "Additional Guarantor" means an entity that becomes an Additional Guarantor in accordance with Clause‎12 (Changes to the Obligors).

"Original Guarantor" has the meaning set out in the "Parties" section of this Agreement.

• "Outgoing Guarantor" has the meaning attributed to that term in Clause‎10.6 (Loss of Guarantor Status).
• "Security Interest" means any mortgage, pledge (with or without delivery), charge, lien, warrant or other security interest (other than a personal guarantee) or agreement having similar effect (including, without limitation, any trust), as well as any promise to create and grant any of the foregoing.
• "Personal Guarantees" means the personal guarantees provided as security for the obligations assumed by any Obligor under the Financing Documents, including, amongst others, the joint and several guarantee on first demand granted under Clause10 (Guarantee

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• on First Demand).
• "Existing Personal Guarantees" means the personal guarantees described in ANNEX 7 (Existing Personal Guarantees).
• "Permitted Personal Guarantees" means:
• the Personal Guarantees;
• the personal guarantees provided as security for the obligations assumed by any Obligor under the Global Financing Documents;

(c) any similar undertaking or guarantee securing performance by one member of the Group to another member of the Group under any contract entered into in the ordinary course of business (other than in connection with Financial Indebtedness); and

(d) Existing Personal Guarantees

• “Security Interests in the Transaction” means the Security Interests provided or to be provided to secure the obligations assumed by any Obligor under the Financing Documents, including, without limitation:
• the Security Interests identified in ANNEX 3 (Security Interests in the Transaction); and
• any other Security Interest that may be granted in the future.
• "Existing Security Interests" means the Security Interests described in ANNEX 8 (Existing Security Interests).
• "Permitted Security Interests" means:
• the Security Interests in the Transaction;
• Security Interests provided or to be provided as security for the obligations arising from any Global Financing Document;
• the Existing Security Interests; and
• Security Interests arising by operation of law.
• "Extraordinary Expenses" means any exceptional, one-off, non-recurring or extraordinary expense, including those arising from:
• the restructuring of an entity’s operations or workforce and the reversal of any provision for restructuring costs;
• disposals, depreciation, amortisation, changes in provisions or impairment of current and non-current assets, or any reversal of any depreciation or impairment;

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• disposals of assets associated with discontinued operations;
• fines, penalties, sanctions and expenses arising from claims affecting the Group’s operations that are covered by insurance policies; and
• any judicial or extrajudicial proceedings (including arbitration).
• "Expenses and Taxes" has the meaning attributed to that term in Clause9 (Costs and Expenses).
• "Group" means Wallbox NV and all its Subsidiaries.

"ICO" means the Instituto de Crédito Oficial, E.P.E.

"Available Amount" means the portion of the Maximum Amount of the respective Working Capital Facilities that has not been utilised by the respective Operating Borrowers at any given time.

"Maximum Amount" means, at any given time:

• in relation to the Credit Facilities, the maximum amount for which Borrowers may draw down under such Credit Facilities;
• in relation to Confirming arrangements, the maximum amount for which Confirming Debtors may instruct the Confirming Entities to manage, and where applicable, advance, payments to their suppliers under such Confirming arrangements; and
• in relation to Factoring (Old Money), the maximum amount for which Factoring Debtors may assign to the Factoring Entities receivables from customers under such Factoring (Old Money).
• “Net Amount of the Disposal” has the meaning set out in the definition of “Permitted Disposal”.

"Redistributed Amount" has the meaning attributed to that term in Clause15 (Redistribution of payments).

"Tax" means any tax, levy, duty, tariff or other charge or withholding of a similar nature (including any penalty or interest for late payment accrued in connection with any default or delay in payment thereof).

• ""Default" means an Event of Default, or any other event or circumstance, provided for in (Events of Default) which (upon the expiry of any applicable grace period, the giving of any notice, the making of any determination under the Financing Documents or any combination of any of these events) would constitute an Event of Default.
• "Confidential Information" means all information relating to any Obligor, the Group or the Financing Documents, of which a particular Financial Party becomes aware in its capacity as, or for the purpose of becoming, a Financial Party, or which is received by a Financial Party in connection with, or for the purpose of becoming, a Financial Party under, the Financing Documents through:

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• any member of the Group or any of its advisers; or
• another Financial Party, if the information was obtained by that Financial Party, directly or indirectly, from another member of the Group or any of its advisers,

in any format, including verbal information and any document, electronic file or any other medium of representation or recording of information containing, derived from or copied from such information, but excluding information which:

• is or becomes public information for any reason other than a direct or indirect breach by such Financial Party of the terms set out in Clause25 (Confidentiality); or
• at the time of disclosure, is identified in writing as non-confidential by a member of the Group or any of its advisers; or
• is known to that Financial Party prior to the date on which the information is disclosed to it in accordance with the provisions of sections (a) or (b) above, or has been lawfully obtained by that Financial Party after that date from a source which, to the best of that Financial Party’s knowledge and belief, is not connected to the Group and, in both cases, to the best of the Financial Party’s knowledge, has not been obtained in breach of, and is not otherwise subject to, any duty of confidentiality.
• "Insolvency Act" means the consolidated text of the Insolvency Act, approved by Royal Legislative Decree 1/2020 of 5 May.
• "Civil Procedure Act" means Act 1/2000 of 7 January on Civil Procedure.

"Companies Act" means the consolidated text of the Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July.

• "Working Capital Facilities" has the meaning set out in the "Preamble" section of this Agreement.
• "Working Capital Facilities (Alternative Terms)" means the Working Capital Facilities (Old Money) to which the Alternative Terms apply in accordance with the provisions of this Agreement and the choice of the relevant Operating Entity, and which are identified as such in the ANNEX 1 (Working Capital Facilities).
• "Working Capital Facilities (Standard Terms)" means the Working Capital Facilities (Old Money) to which the Alternative Terms do not apply and which are therefore subject to the Standard Terms in accordance with the provisions of this Agreement, and which are identified as such in ANNEX 1 (Working Capital Facilities).
• "Working Capital Facilities (New Money)" has the meaning set out in the "Preamble" section of this Agreement.

"Working Capital Facilities (Old Money)" has the meaning set out in the "Whereas" section of this Agreement.

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• "Credit Facilities" means the Credit Facilities (New Money) and the Credit Facilities (Old Money).
• "Credit Facilities (New Money)" has the meaning set out in the "Definitions" section of this Agreement.
• "Credit Facilities (Old Money)" has the meaning set out in the "Definitions" section of this Agreement.
• "Sanctions List" means the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, the Consolidated List of Financial Sanctions and the List of Sanctioned Investors maintained by Her Majesty’s Treasury (United Kingdom) or any similar public list maintained by or the public announcement of any Sanction made by any Sanctioning Authority, as publicly updated from time to time.
• "LMA" means "Loan Market Association".
• [Intentionally omitted]
• [Intentionally omitted]

“Margin” means, for each period, the corresponding annual margin, as set out below (subject to the exception provided for in the following paragraph):

Period	Margin (annual)
From the Signing Date until 30 June 2027	0.50%
From 1 July 2027 to 31 December 2028	2.00%
From 1 January 2029 onwards	3.00%

• Exceptionally, if on 30 September 2026:
• the New Money has not been subscribed; and
• the Spanish Society for Technological Transformation, E.P.E. (SETT) has not subscribed to the Capital Increase,
• (the “No CESCE/SETT Scenario”) the Margin for each period shall be as set out below:

Period	Range (annual)
From the Date of Signing until 31 December 2027	0.50% <br>(fixed rate)
From 1 January 2028 to 31 December 2028	2.00%
From 1 January 2029 onwards	3.00%
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---	---	---

"Majority of Operating Entities" means the group of Operating Entities whose share of the Principal under the Working Capital Facilities (or, where there is no Principal, whose share of the aggregate Maximum Amount of the Working Capital Facilities) represents at least 66.67%.

• "ICO Regulations" means any regulations, rules, clauses, notes, contracts or terms applicable to the ICO Guarantees.
• "New Provision" has the meaning attributed to that term in Clause3.6 (Amortisation and Ordinary Repayment (Old Money)).
• "New Operating Entity" has the meaning attributed to that term in Clause5.12 (Assignment).
• "New Money" has the meaning attributed to that term in the Restructuring Plan.
• "Corporate Purpose" is the specific purpose of a company, as it generally consists of the specific activity that will enable the generation of profits and the sector or economic branch in which it will operate.
• "Obligor" means an Original Obligor and an Additional Obligor.

"Additional Obligor" means an Additional Guarantor.

"Original Obligor" means an Operating Debtor or an Original Guarantor.

"Obligor subject to Disposal" has the meaning attributed to that term in Clause12.4 (Release of Obligors and Security Interests).

• "Financing Office" means:
• in relation to an Operating Entity, the office or offices notified by such Operating Entity to the Agent in writing on or before the date on which it becomes an Operating Entity (or, after such date, by giving at least five (5) Business Days’ prior written notice) as the office or offices through which it will perform its obligations under this Agreement; or
• in relation to any other Financial Party, the office in the jurisdiction in which it is resident for tax purposes.
• "Relevant Nominating Body" means any central bank, regulator or other supervisory authority, or a group comprising several of such bodies, or any working group or committee sponsored or chaired by, or formed at the request of, any of such bodies or the Financial Stability Board.

"Distributable Payment" has the meaning attributed to that term in Clause15 (Redistribution of payments).

"Sanctioned Country" means a country or territory that is, or whose Government is, subject to or the subject of Sanctions, including, without limitation, Iran, North Korea, Russia, Sudan, South Sudan and Syria.

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“Permitted Payments” means cash payments:

• arising from any remuneration or payment for administrative expenses (management, salaries, share option schemes, “RSU” schemes or employee share purchase schemes or warrants or payments of a nature similar to those indicated above to any shareholder, director (or observer on the board of directors), employee or director of the Obligors (including the Group’s Chief Executive Officer and/or Chief Financial Officer) and/or to any beneficiary of any share option scheme, ‘RSU’ scheme or employee share purchase scheme or service providers (treated as employees) or warrants of the Group;
• between Wallbox Chargers and Wallbox NV in respect of salaries or remuneration of directors (or observers to the board of directors), audit and legal services (including notary and registration fees), insurance, taxes, financial interest, management expenses relating to the costs incurred by Wallbox Chargers for staff providing services to Wallbox NV, and regulatory expenses arising from Wallbox NV’s status as a listed company (including costs associated with disclosure and regulatory compliance obligations, auditing, legal and financial advice, and listing fees); and
• incurred between Group companies in accordance with the Intercreditor Agreement.
• "Party" means each party to this Agreement.
• "FATCA-Exempt Party" means a Party entitled to receive payments free of any FATCA Withholding.
• "Financial Party" means the Agent or an Operating Entity.
• "Receiving Financial Party" has the meaning attributed to that term in Clause15 (Redistribution of payments).
• "Distributing Financial Parties" has the meaning attributed to that term in Clause15 .

"Restricted Party" means a person:

• who is, is owned by, or is controlled by, directly or indirectly, a person appearing on a Sanctions List or who is otherwise subject to Sanctions;
• that is established in, or is resident in, or conducts business in, or operates in, or is incorporated under the laws of, a Sanctioned Country;
• who is acting on behalf of any of the persons listed in sections (a) and (b) above; or
• with whom any other person or any Financial Party is prohibited, pursuant to any Sanction, from doing business or otherwise engaging in any transaction.
• "Term of Membership" means the period of time between (both inclusive):
• the Signing Date; and

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• the Option Exercise Completion Date.
• "Interest Period" means, in relation to each Disbursement, each period determined in accordance with Clause5.1 (d) (Interest Periods) and, in relation to an Outstanding Amount, each period determined in accordance with Clause 5.1(b) (Interest on Arrears).

"Alternative Interest Period" means one (1) month.

"Environmental Permits" means any permit, licence, consent, authorisation, approval, report or assessment required under Environmental Regulations and necessary for the conduct of the business of an Obligor or any Group company.

"Monitoring Plan" means the document prepared by the Financial Adviser on a quarterly basis, the principal terms and scope of which are attached as ANNEX 10 (Monitoring Plan).

"Restructuring Plan" has the meaning set out in the "Preamble" section of this Agreement.

• "CESCE Policy" means any insurance policy issued by CESCE in relation to any Working Capital Facility in favour of any Operating Entity, comprising its general and specific terms and conditions, as well as any supplementary terms and conditions that may be agreed at a later date.
• "Principal" means:
• in relation to the Working Capital Facilities, that part of their Maximum Amount which has been drawn down by the Operating Borrowers and remains outstanding; and
• in relation to any other Financing Document, the amount of principal outstanding in accordance with the provisions of that document at any given time,

in each case, at any given time.

• "Accounting Principles" means the accounting principles generally accepted in Spain, excluding the application of IFRS 16 (Leases) and any other standard introducing an equivalent treatment of operating leases.

"Industrial/Intellectual Property" means:

• any patent, trade mark, service mark, design, trade name, copyright, database right, design right, domain name, moral right, invention, trade secret, software, confidential information, know-how and other industrial or intellectual property rights and interests (whether existing now or in the future), whether registered or unregistered; and
• the benefit of all applications and rights to use such assets of each Obligor (whether existing now or in the future).

“Obligors’ Coverage Ratio” means the ratio (expressed as a percentage) resulting from dividing:

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• the sum of the Obligors’ total assets and revenue, as per their latest approved individual balance sheets, by
• the Group’s total assets and revenue, as per the Group’s latest audited consolidated balance sheet.

For the purposes of calculating the Obligors’ Coverage Ratio, the assets and income of any Group company whose share capital is not wholly owned by another Group company shall be calculated in proportion to the aforementioned percentage of shareholding owned by a Group company.

"Environmental Claim" means any claim, action or proceeding relating to Environmental Regulations.

• "Blocking Regulation" means Council Regulation (EC) No 2271/96 of 22 November 1996 on protection against the effects of the extraterritorial application of legislation adopted by a third country, and against actions based on or resulting from such legislation.
• "Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.
• "FATCA Withholding" means any deduction or withholding in respect of a payment made under the Financing Documents required by FATCA.
• "Tax Withholding" means a deduction or withholding of tax on account of Taxes made on any payment under the Financing Documents, other than a FATCA Withholding.
• "Sanctions" means any economic or financial sanctions, regulations, trade embargoes or other restrictive measures imposed, administered, enacted or enforced from time to time by any Sanctioning Authority.
• "Operational Systems" has the meaning attributed to that term in Clause23 (Operational Incidents).
• "Parent Company" means, in relation to a particular company, any other company of which that company is a Subsidiary.

"Outstanding Amount" means any amount due and payable but unpaid by an Obligor under the Financing Documents.

• "Event of Default" means any event or circumstance specified as such in ANNEX 15 (Events of Default).
• "Disruption Event" means any of the following circumstances (or, where applicable, both):
• a material disruption in the payment or communications systems or in those financial markets that are required to be functioning normally for the purpose of making payments in connection with the Working Capital Facilities (or, otherwise, for the purpose of carrying out the transactions contemplated in the Financing Documents) where the disruption has not been caused by, and is beyond the control of, any of the Parties; or

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• the occurrence of any event resulting in a disruption (whether technical or relating to technological systems) to a Party’s treasury operations or payments, preventing that Party, or any other Party, from:
• fulfilling its payment obligations under the Financing Documents; or
• communicate with other Parties in accordance with the terms of the Financing Documents,

and which (in either case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Market Disruption Event" means that prior to the close of markets in Madrid on the Quotation Date corresponding to the relevant Interest Period, the Agent receives a notification from one or more Operating Entities (whose participation in that Facility exceeds 30% thereof) indicating that the cost of obtaining funds in the Relevant Interbank Market would exceed the Reference Rate.

• "T2" means the real-time payment clearing and settlement system operated by the Eurosystem, or any system succeeding it.
• "Group Treasury" means the aggregate amount of cash and cash equivalents as per accounts 57 of the Spanish General Accounting Plan, excluding any restricted cash, escrow accounts pledged in favour of third parties, cash pledged in favour of a bank and similar items, calculated on a consolidated basis.

"Reference Rate" means:

• the applicable EURIBOR at 11:00 a.m. (Brussels time) for a period equal to the relevant Interest Period; or
• that determined in accordance with Clause 5.1(e)(i) (Absence of EURIBOR),

(on the understanding that, should the reference rate be negative, it shall be deemed to be zero), plus any tax or surcharge currently levied or that may be levied in the future on this type of transaction, plus brokerage fees or any other customary costs arising from the raising of funds, or any other applicable costs.

"Central Bank Rate" means the daily interest rate for deposits by financial institutions in the Participating Member States determined by the Monetary Policy Committee of the European Central Bank and published on its website or any other website that may replace it in the future.

"€STR" means the short-term interest rate in euros known as "€STR", administered by the European Central Bank (or any other entity that may in future be responsible for the administration of such rate) and published by the European Money Markets Institute (EMMI) (or any other entity that may in future be responsible for the publication of such rate).

"Interpolated €STR" means the rate resulting from the linear interpolation of:

• the €STR applicable to the longest period (for which the €STR is available) that is

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• shorter than the relevant Interest Period; and
• the €STR applicable to the shortest period (for which the €STR is available) that exceeds the relevant Interest Period,

each corresponding to 11:00 a.m. (Brussels time) on the Quotation Date.

• Interpretation
• Unless otherwise stated, references made in this Agreement to:
• the “Agent”, any “Financial Party”, any “Operating Entity”, any “Crediting Entity”, any “Confirming Entity”, any “Factoring Entity”, any “Operating Debtor”, any “Obligor”, any “Creditor”, any “Confirming Debtor”, any “Factoring Debtor” and any “Party” shall be construed as including their successors and authorised assignees of their rights and/or obligations under the Financing Documents;
• "assets" includes property, income and rights of any kind, present and future;
• a “Financing Document” or any other contract or document shall be deemed to refer to the document in question as amended, novated, supplemented, extended or restated;
• a "group of Operating Entities" includes all Operating Entities;
• "indebtedness" includes any obligation (principal or ancillary) to pay or repay money, present or future, existing or contingent, or guarantees (of any kind) given by the relevant company;
• "person" includes any individual, firm, partnership, company, government, state, public authority, public body or agency, and any association, trust, joint venture, consortium, partnership or any other entity (whether or not it has its own legal personality);
• "regulation" or "rule" includes any law, rule, regulation, provision, by-law, circular, order, official guideline, request or guidance (whether or not it has binding effect) issued by any governmental, administrative, national, intergovernmental or supranational body, agency or department, or by any regulatory or self-regulatory body, or by any other authority;
• “to the best of their knowledge and belief” shall apply solely in respect of the specific fact to which it refers and shall encompass not only the actual knowledge that the Obligated Parties have of the relevant fact, but also the knowledge they ought to have after having carried out the examination or enquiry that might reasonably be expected of a prudent and diligent businessperson in the Obligated Parties’ sector of activity (as applicable);
• a statutory provision refers to that provision as amended, modified or

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• consolidated; and
• a reference to a time refers to the time in Madrid.
• The headings of the Sections, Clauses and Annexes are included solely for ease of reference.
• Any term used in this Agreement in the masculine form shall be deemed to include the same term in the feminine form and vice versa. Any term used in this Agreement in the singular form shall be deemed to include the same term in the plural form and vice versa.
• Unless otherwise stated, terms used in any other Financing Document or in any notices given under or in connection with any Financing Document shall have the meaning assigned to them in this Agreement.
• An Event of Default (other than an Event of Default) shall be deemed to “continue” if it has not been remedied or waived, and, in turn, an Event of Default shall be deemed to “continue” if it has not been remedied or waived.
• Unless expressly stated otherwise, the terms used in any other Financing Document, as well as in any communications or notices given by any Party in relation to this Agreement and any other Financing Document, shall have the meaning attributed to them in this Agreement.
• Calculation of Time Limits

The definitions contained in this Clause‎1.3 (Calculation of Time Periods) (together with the definition of “Business Day”), unless otherwise stated, shall apply to the calculation of the time periods set out in the Financing Documents.

• "year" or "annual" means the period from a specific Day to the Day bearing the same number in the twelfth (12th) month following, unless there is no Day bearing the same number in that month, in which case this period shall end on the last Day of the twelfth (12th) month following.
• "Day" or "day" or "calendar day" means each day of the Gregorian calendar. In the case of periods stipulated in Days or days, these shall be understood to mean calendar days, unless otherwise specified.
• "time" means Madrid time, unless otherwise stated.
• "Month" or "month" means any period commencing on a specific day of a calendar month and ending on the numerically equivalent day of the following calendar month, on the understanding that:
• if the corresponding numerically equivalent day is not a Business Day, such period shall end on the next Business Day within that calendar month in which the period ends, if any, or, failing that, on the immediately preceding Business Day; and
• if there is no numerically equivalent day within the calendar month in which such

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• period is to end, the period shall end on the last Business Day of that calendar month.

The above rules shall apply only to the last Month of any period.

• "half-year" means the period between a specific Day and the Day with the same number in the sixth (6th) month following, unless there is no Day with the same number in that sixth (6th) month, in which case this period shall end on the last Day of the sixth (6th) month following.
• Currency symbols and definitions

"EUR" and "Euro" means the single currency of the Participating Member States.

• CESCE Policies
• Notwithstanding any provision to the contrary contained in any Financing Document, nothing in any Financing Document shall oblige a Financial Party to act or refrain from acting in a manner inconsistent with any requirement or instruction of CESCE under, or in connection with, any CESCE Policy and, in particular, each Financial Party:
• shall be authorised to take all measures it deems necessary to ensure compliance with all CESCE requirements under, or in connection with, any CESCE Policy;
• shall not be obliged to take any action which, in its reasonable opinion, might result in a breach of any requirement or instruction of CESCE under, or in connection with, any CESCE Policy; and
• shall be obliged to follow CESCE’s instructions. Each Party agrees that no Financial Party shall be liable to the other Parties for complying with such instructions.
• Nothing in this Clause‎1.5 (CESCE Policies) shall affect the obligations of any Obligor under the Financing Documents.
• If, in the opinion of any of the Financial Parties (acting reasonably), there are terms in any Financing Document that contradict or conflict with any provision of a CESCE Policy, such that compliance by that Financial Party with the terms of the said CESCE Policy may result in a breach by it of the terms of that Financing Document, that Financial Party shall notify the other Parties.
• The Parties agree that the terms of the relevant Financing Document shall be amended or supplemented to the extent necessary (at the expense of the Obligors) so that compliance by that Financial Party with the terms of the CESCE Policy does not constitute a breach of the terms of the relevant Financing Document.
• In the event of any conflict or contradiction between the terms of any Financing Document and a CESCE Policy, the terms of the CESCE Policy shall prevail.

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• The Obligors undertake to:
• provide the Operating Entity, upon request, as soon as possible, with a copy of any documentation required by CESCE or the Operating Entity to comply with any CESCE Policy; and
• take any action required by CESCE or an Operating Entity to comply with any CESCE Policy.
• ICO Regulations
• Notwithstanding any provision to the contrary contained in any Financing Document, nothing in any Financing Document shall oblige a Financial Party to act or refrain from acting in contravention of the ICO Regulations or in any other manner that may result in the impairment or loss of an ICO Guarantee and, in particular, each Financial Party:
• shall be authorised to take all measures it deems necessary to ensure compliance with the ICO Regulations and the preservation of its ICO Guarantees ; and
• shall not be obliged to do anything which, in its reasonable opinion, might result in a breach of the ICO Regulations and the preservation of its ICO Guarantees.
• Nothing in this Clause‎1.6 (ICO Regulations) shall affect the obligations of any Obligor under the Financing Documents.
• If, in the opinion of any of the Financial Parties (acting reasonably), there are terms in any Financing Document that contradict or conflict with the ICO Regulations, such that compliance by that Financial Party with the ICO Regulations may result in a breach by it of the terms of that Financing Document, that Financial Party shall notify the other Parties.
• The Parties agree that the terms of the relevant Financing Document shall be amended or supplemented to the extent necessary (at the Obligors’ expense) so that compliance by that Financial Party with the ICO Regulations does not constitute a breach of the terms of the relevant Financing Document.
• The Obligors undertake to:
• provide the Operating Entity, upon request, as soon as possible, with a copy of any documentation required by the ICO or the Operating Entity to comply with the ICO Regulations; and
• take any action required by the ICO or an Operating Entity to comply with the ICO Regulations.
• In relation to the Signatory Operating Entities participating in ICO-Guaranteed Working Capital Facilities, it is hereby noted that:

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• the Signatory Operating Entities, in respect of the portion of their affected loans that do not have an ICO Guarantee, have voted in favour of the Restructuring Plan, by signing before a Notary on the Signing Date;
• the Signatory Operating Entities, in respect of the portion of their affected loans that are covered by an ICO Guarantee, have voted against the approval of the Restructuring Plan; and
• The Signatory Operating Entities holding claims secured by an ICO Guarantee shall cast their votes in relation to those secured claims separately, casting two (2) votes: one against the claims secured by an ICO Guarantee, and the other in favour of their remaining secured claims, thereby approving the Restructuring Plan solely in respect of the corresponding percentage of their secured claims that are not backed by an ICO Guarantee.
• Creditors’ Agreement

This Agreement and the rights and obligations arising therefrom for the Parties shall be subject to the terms and conditions of the Agreement between Creditors. In the event of any conflict or contradiction between the terms of this Agreement (or any Working Capital Facility) and the Agreement between Creditors, the terms of the Agreement between Creditors shall prevail.

• Condition Precedent
• The Parties agree that the terms and conditions relating to the Restructuring of the Working Capital Facilities (Old Money) (including, therefore, but without limitation, Clause3 (Restructuring of the Working Capital Facilities (Old Money)) and Clause5 (Terms common to all Working Capital Facilities), but in the latter case only in relation to the Working Capital Facilities (Old Money)) shall only come into force and take full effect on the date on which the Effective Date has occurred in accordance with the terms and timeframes set out in the Restructuring Plan (the “Suspensive Condition”).
• For the purposes of certifying compliance with the Condition Precedent, the Parties expressly instruct the Notary before whom this Agreement is being executed to include, on the Effective Date, a note in the deed of execution of this Agreement stating that the Effective Date has occurred, without the need for either Party to appear. In the event that the Condition Precedent is not fulfilled in due time and form, the Notary, at the Agent’s request, shall record this by means of the corresponding entry in the deed of formalisation of this Agreement.
• Without prejudice to the provisions of the preceding paragraphs, the Parties expressly state that the Suspensive Condition shall in no way affect the validity and effectiveness of the New Guarantees or the Operating Lines (New Money).

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• Replacement of the Existing Framework Agreement

The Parties agree that the Working Capital Facilities (Old Money) subject to the terms of the Existing Framework Agreement shall remain subject thereto until the Effective Date (exclusive), from which time this Agreement shall replace the Existing Framework Agreement in its entirety, for all legal and contractual purposes. Consequently, from the Effective Date (inclusive) onwards, such Working Capital Facilities (Old Money) shall be subject exclusively to the provisions of this Agreement.

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SECTION 2 PURPOSE AND RESTRUCTURING

• PURPOSE , and implementation
• Purpose
• This Agreement constitutes the common contractual framework applicable to all Working Capital Facilities and is intended to govern the terms and conditions common to each type of Working Capital Facility, by means of a novation that is both amending and non-extinctive, in accordance with the provisions of Article 1204 of the Civil Code.
• Consequently, the Parties expressly agree that the novation of the terms and conditions of the Working Capital Facilities carried out pursuant to this Agreement constitutes, for all legal purposes, a modifying and non-extinctive novation of said instruments. Therefore, each Working Capital Facility shall remain in force on its own terms, solely to the extent that they have not been expressly amended by this Agreement, such terms being confirmed and ratified by the signing thereof.
• Unless expressly provided otherwise in this Agreement, the terms set out herein shall not affect:
• the existing security interests or personal guarantees, ancillary rights or subrogations in relation to the Working Capital Facilities, which shall remain in full force and effect; and
• the operations and internal procedures associated with each Working Capital Facility.
• Unless expressly provided otherwise in this Agreement, the matters, terms and conditions of the Working Capital Facilities that are subject to novation by way of amendment under this Agreement are fully superseded and replaced by the provisions set out in this Agreement in respect of such matters. Furthermore, in the event of any conflict or contradiction between the terms of any Working Capital Facility and this Agreement, the terms of this Agreement shall prevail.
• It is expressly stated that the novation of the Working Capital Facilities provided for in this Agreement does not entail the syndication or change in the nature of any Working Capital Facility.
• Implementation of the Restructuring
• Due to the technical and operational complexity of the Restructuring, the Parties expressly agree that certain actions under the Restructuring may be implemented after the Signing Date (or even after the Effective Date).
• As a consequence of the provisions of the preceding paragraph, the Parties expressly agree (but without limitation) that:

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• after the Signing Date, the Financial Adviser may complete or amend Annex 1 ‘ ’ (Working Capital Facilities) of this Agreement with the information provided to it for this purpose by the Parties during the Adhesion Period, in which case the Financial Adviser shall forward said new annex:
• to the Agent so that the latter may share it with all the Parties; and
• to the Notary before whom this Agreement is being executed for the purpose of incorporating it into this Agreement (replacing ANNEX 1 (Working Capital Facilities) for all purposes);
• the documentation relating to the Working Capital Facilities (New Money) may be signed after the Signing Date;
• the documentation relating to:
• the replacement or modification of the nature of the “Affected Debt” of “Class 2” of the Restructuring Plan referred to in the Preamble (E) ; and
• the “securitisation transactions” referred to in Exhibit (F) ,

may be entered into on or about (including after) the Effective Date; and

• If necessary, after the Effective Date, the Financial Adviser may complete or amend the ANNEX 1 (Working Capital Facilities) to this Agreement with the information provided to it for this purpose by the Parties in the context of the Effective Date, in which case the Financial Adviser must submit said new annex:
• to the Agent so that the latter may share it with all the Parties; and
• to the Notary before whom this Agreement is being executed for the purpose of incorporating it into this Agreement (replacing ANNEX 1 (Working Capital Facilities) for all purposes).
• Restructuring OF THE WORKING CAPITAL FACILITIES (OLD MONEY)
• Restructuring (Old Money)

The Operating Entities and the Operating Debtors agree that, in addition to the provisions included in each of the Working Capital Facilities (Old Money) that are not amended under this Agreement, the Working Capital Facilities (Old Money) shall be governed by the following terms and conditions, which shall apply to all of them and shall supersede the terms and conditions set out in the Working Capital Facilities (Old Money) in respect of the same matters.

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• Voluntary Election of Alternative Terms
• Signatory Operating Entities

Prior to the signing of this Agreement, the Signatory Operating Entities have notified the Agent of their voluntary choice to apply the Alternative Terms to all their Working Capital Facilities (Old Money), as set out in ANNEX 1 (Working Capital Facilities).

• Non-Signatory Operating Entities
• Furthermore, during the Adhesion Period, Non-Signatory Operating Entities may choose (voluntarily) to apply the Alternative Conditions to all (but not part of) their Working Capital Lines (Old Money).
• Such a choice must be expressly stated in their Letter of Election by selecting the relevant option.
• If a Non-Signatory Operating Entity does not choose to apply the Alternative Terms to its Working Capital Facilities (Old Money) in accordance with the provisions of this Clause‎3.2 (Voluntary Choice of Alternative Terms), such Working Capital Facilities (Old Money) shall be subject to the Standard Terms and Conditions and shall be configured by default as Working Capital Facilities (Standard Terms and Conditions).
• Lending (Old Money)
• Interest Capitalisation (Old Money)
• As part of the Class 2 Standard Terms and Alternative Terms, the Operating Borrowers and the Operating Entities hereby “capitalise” hereby the full amount of ordinary interest of any kind (or corresponding financial remuneration) accrued and unpaid as at the Signing Date under the Class 2 Working Capital Facilities (Old Money) (and under Class 1 facilities that have voluntarily opted for the Alternative Terms). This amount is detailed in ANNEX 1 (Working Capital Facilities) of this Agreement.
• Such conversion into a loan:
• shall be automatic, without the need for any further action or documentation (notwithstanding that any Operating Entity may require the relevant Operating Debtor, who hereby undertakes to do so, to sign such documentation as the Operating Entity deems appropriate for these purposes); and
• is configured as a Loan Agreement (Interest Loan), and is treated as “Loan (Tranche B)” (as these terms are defined in the Framework Loan Agreement).
• Partial Loan (Alternative Conditions)

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• As part of the Alternative Conditions, the Operational Borrowers and the Operational Entities (Alternatives) hereby “secure” at least 35.69% (notwithstanding that any Operational Entity (Alternative) may voluntarily secure an amount in excess of this percentage) of the amount drawn down against each of their Working Capital Lines (Old Money). This amount is detailed in the ANNEX 1 (Working Capital Facilities) of this Agreement.

It is expressly stated that the aforementioned securitisation does not affect any working capital facility (old money) guaranteed by an ICO guarantee.

• Such conversion into a loan:
• shall be automatic, without the need for any further action or documentation (notwithstanding that any Operating Entity (Alternative) in question may require the relevant Operating Debtor, who hereby undertakes to do so, to sign the documentation that the Operating Entity (Alternative) deems appropriate for these purposes);
• is configured as a Loan Agreement (Working Capital Loan), and is treated as a “Loan (Tranche B)” (as these terms are defined in the Framework Loan Agreement); and
• the Maximum Amount of the relevant Working Capital Lines (Old Money) is reduced by the amount borrowed, whereby the Maximum Amount is set at the amount indicated in the ANNEX 1 (Working Capital Lines).
• Implementation of the loans

As set out in Clause2.2 (Implementation of the Restructuring), due to the technical and operational complexity of the Restructuring, the Parties expressly agree that:

• the aforementioned “securitisation” transactions may:
• be documented after the Effective Date; and
• be implemented in different ways (principal increase, capitalisation, division into tranches) depending on the operational requirements of each Operating Entity;
• , ANNEX 1 (Working Capital Facilities) shall be completed and incorporated after the Signing Date (and even after the Effective Date); and
• as soon as possible after the Signing Date (taking into account their respective internal operational and technical requirements), but in any event prior to the Effective Date, each Operating Entity shall notify the Financial Adviser and the Agent of the manner in which the loan facilities will be executed and documented so that the Financial Adviser may correctly reflect

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• this in , ANNEX 1 (Working Capital Facilities) and the Agent may take this into account in the performance of its duties.
• Commitment or availability undertaking (Old Money)
• Standstill (Standard Terms)
• As part of the Standard Terms, the Parties apply a grace period until the Maturity Date to all amounts drawn down against the Working Capital Facilities (Standard Terms) that remain outstanding as at the Signing Date.
• Consequently, Operating Borrowers shall not be obliged to repay amounts drawn down against the Working Capital Facilities (Standard Terms) until the Maturity Date.
• This grace period is agreed without prejudice to:
• the accrual and payment of interest in accordance with the provisions of this Agreement; and
• the Operating Borrowers’ right to repay or redeem early (on a voluntary basis) the amounts subject to the deferral in accordance with the provisions of this Agreement (in which case, the amounts subject to repayment or redemption shall become available again in accordance with the terms of the Working Capital Facility (Standard Terms) in question).
• Commitment of Availability (Alternative Terms)
• As part of the Alternative Terms, the Operating Entities (Alternatives) classify their Working Capital Facilities (Old Money) as “committed” or “revolving” facilities in accordance with the provisions of this Agreement.
• Consequently, the respective Operating Borrowers may make Drawdowns under the Working Capital Facilities (Alternative Terms) provided that:
• the amount drawn down does not exceed the Available Amount under the relevant Working Capital Facility (Alternative Terms);
• it is made in accordance with the drawdown mechanisms provided for in the Working Capital Facility (Alternative Terms) in question; and
• they are made during the availability period between the Effective Date and 1 month prior to the Maturity Date.
• In addition to the provisions of Clause5.6 (Disbursement Conditions. Validation of remittances), the Operating Entities (Alternatives) may only refuse or reject a Disbursement against a Working Capital Facility (Alternative Conditions) if:

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-

• the procedure or requirements set out in the Working Capital Facility (Alternative Conditions) in question have not been complied with; or
• on the date the drawdown request is received or on the date the funds are to be disbursed, any of the events or circumstances set out in ANNEX 15 (Events of Default) have occurred.
• It shall not be possible:
• to process or advance payments to suppliers under the Confirming (Old Money) arrangements subject to Alternative Conditions; nor
• assign receivables from customers whose due date under the Factoring (Old Money) arrangements subject to Alternative Conditions,

if the due date for such payments or credits (as the case may be) falls after the end of the availability period set out in paragraph( ii) (C) above.

• Maturity (Old Money)
• As part of the Standard Terms and Alternative Terms, the Operating Borrowers and the Operating Entities extend the maturity date or applicable term of all Working Capital Facilities (Old Money) to the Maturity Date.
• Consequently, all Credit Facilities (Old Money) will mature on the Maturity Date.
• Amortisation and ordinary repayment (Old Money)
• As part of the Standard Terms (and the standstill provided for in Clause 3.4(a) (Standstill (Standard Terms) above):
• On the Maturity Date, the relevant Operating Borrowers:
• shall repay in full to the relevant Lending Entities the Drawdowns made against the Credit Facilities (Old Money) that are Working Capital Facilities (Standard Conditions);
• shall repay in full to the relevant Confirming Entities the amounts corresponding to the payments made by the Confirming Entities to the suppliers of the Confirming Debtors pursuant to the Confirming Facilities (Old Money) that are Working Capital Facilities (Standard Terms); and
• transfer to the Agent (for subsequent distribution to the relevant Factoring Entities) any amount received from the customers of the Factoring Debtors corresponding to credit claims assigned to the

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• Factoring Entities under the Factoring Agreements (Old Money) that are Working Capital Facilities (Standard Terms).
• On the Maturity Date, the Operating Debtors must have paid all amounts due for any reason in relation to all Working Capital Facilities (Standard Terms).
• As part of the Alternative Terms (and the availability mechanism provided for in Clause 3.4(b) (Availability Undertaking (Alternative Terms)) above):
• Repayment Date
• The Operating Borrowers:
• shall repay in full to the relevant Lending Entities the Drawdowns made against the Credit Facilities (Old Money) that are Working Capital Facilities (Alternative Terms) on the last day of the Interest Period applicable to such Drawdown;
• shall repay in full to the relevant Confirming Institutions the amounts corresponding to the payments made by the Confirming Institutions to the suppliers of the Confirming Debtors pursuant to the Confirming (Old Money) that are Working Capital Lines (Alternative Conditions) on the relevant dates in accordance with the terms of the Confirming (Old Money) in question; and
• shall transfer to the Agent (for subsequent distribution to the relevant Factoring Entities) any amount received from the customers of the Factoring Debtors corresponding to credit rights assigned to the Factoring Entities pursuant to the Factoring Agreements (Old Money) that are Working Capital Facilities (Alternative Terms) on the relevant dates in accordance with the terms of the relevant Factoring Agreement (Old Money),

(each such date, a “Repayment Date”) and in any event (including if the Facility in question were to be renewed in accordance with the provisions of section( ii) (Renewal of facilities) below), on the Maturity Date.

• On the Maturity Date, the Operating Borrowers must have paid all amounts due for any reason in relation to all Working Capital Facilities (Alternative Terms).
• Renewal of Drawdowns
• At least three (3) Business Days prior to the expiry date of the Interest Period of the Facility in question under a Credit Facility, the

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• Obligors’ Agent may notify the Agent of its intention to renew or not to renew such Facility.
• If the Obligors’ Agent has not notified the Agent, with the aforementioned minimum notice of three (3) Business Days prior to the expiry date of the Interest Period of the Drawdown in question under any Credit Facility, its intention to renew such a Drawdown, it shall be automatically understood that the Borrower in question has requested the renewal of such a Drawdown under the Credit Facility for an amount equal to the amount drawn down and not repaid on the last Business Day of the preceding Interest Period.
• Notwithstanding the foregoing, if the proposed date for the execution of a Drawdown requested by a Borrower (the “New Drawdown”) coincides with the Repayment Date relating to another Drawdown previously made under the same Credit Facility (the “Replaced Drawdown”):
• if the amount of the New Drawdown exceeds the amount of the Replaced Drawdown, the Borrower shall not be obliged to repay the Replaced Drawdown and the relevant Lending Institution shall only pay the Borrower, on the date of the New Drawdown, the amount corresponding to such excess;
• if the amount of the New Drawdown is equal to the amount of the Replaced Drawdown, the Borrower shall not be obliged to repay the Replaced Drawdown and the Lending Institution shall not be obliged to pay the Borrower any amount in respect of the New Drawdown; and
• if the amount of the Replaced Facility exceeds the amount of the New Facility, the Borrower shall be obliged to repay, on the Repayment Date corresponding to the Replaced Facility, such excess, without the Lending Institution being obliged to pay any amount in respect of the New Facility.
• Under no circumstances may a Drawdown be renewed beyond the Maturity Date, by which date the Borrowers must have paid all amounts due for any reason in relation to all Working Capital Facilities.
• Revolving facilities

Amounts repaid by an Operating Borrower to an Operating Entity within the applicable availability period pursuant to Clause 3.4(b) (Availability Commitment (Alternative Conditions)) above may be drawn down again by the relevant Operating Borrower during the term of the same, subject to the terms and conditions of this Agreement.

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• Interest and Remuneration (Old Money)

As part of the Class 2 Standard Terms and Alternative Terms, the Operating Borrowers and the Operating Entities hereby amend the regime applicable to interest or remuneration (as the case may be) on the Working Capital Facilities (Old Money) in accordance with the provisions of this Clause‎3.7 (Interest and Remuneration (Old Money)).

• Calculation of interest

The interest rate applicable during each Interest Period to Drawdowns made against the Credit Facilities (Old Money) (except those subject to Class 1 Standard Conditions) shall be:

• As a general rule, the annual rate resulting from the sum of:
• the Margin applicable to that period; and
• the Reference Rate.
• Exceptionally, in the event of the No CESCE/SETT Scenario, and only from the Signing Date until 31 December 2027, a fixed rate equal to the Margin applicable to that period.
• Payment of interest
• Borrowers shall pay the interest accrued in respect of each Drawdown (or amounts drawn down) against the Credit Facilities (Old Money) on the last day of each Interest Period.
• Once the Effective Date has occurred, interest accrued from the Signing Date on all Drawdowns made (or amounts drawn down) against Credit Lines (Old Money), including those existing on that date, shall be calculated and settled – with retroactive effect from (and including) the Signing Date – in accordance with the interest rate and interest periods set out in this Agreement.
• ICO Framework Agreements and ICO Regulations
• Without prejudice to the provisions of this Agreement, the interest rate (or applicable financial remuneration) applicable to ICO-guaranteed Working Capital Facilities (Old Money) shall under no circumstances exceed the maximum interest rate (or remuneration) determined in accordance with the ICO Framework Agreements and applicable ICO Regulations.
• This limitation shall apply automatically, so that the ICO Framework Agreements and applicable ICO Regulations shall never be contravened on this ground.
• Notwithstanding the foregoing, any ICO-Guaranteed Operating Entity finding itself in such a circumstance shall notify the Agent and the Obligors’ Agent as soon as possible.

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• Other terms and conditions

Furthermore, the terms and conditions applicable to interest and remuneration on all Working Capital Facilities set out in Clause5.1 (Interest and Remuneration) shall apply.

• Non-application of default interest (Alternative Terms)
• As part of the Alternative Terms, the Operating Entities (Alternative) agree (and the Operating Debtors accept) not to charge default interest under their Working Capital Facilities (Alternative Terms) during the term of the Standstill Agreement.
• It is expressly noted that, as at the Signing Date, there is no default interest or late payment interest accrued under the Working Capital Facilities (Alternative Terms) of the (Alternative) Operating Entities entering into this Agreement on the Signing Date.
• Unification of other terms and conditions (Old Money)

As part of the Standard Terms and Alternative Terms, the Operating Borrowers and the Operating Entities amend and unify the terms and conditions of the Working Capital Facilities (Old Money) set out for such facilities in Clause5 (Terms common to all Working Capital Facilities).

• TERMS COMMON TO WORKING CAPITAL FACILITIES (NEW MONEY)
• Restructuring (New Money)

The Operating Entities and the Operating Debtors agree that, in addition to the provisions included in each of the Working Capital Facilities (New Money) that are not amended under this Agreement, the Working Capital Facilities (New Money) shall be governed by the following terms and conditions, which shall be common to all of them and shall supersede the terms and conditions set out in respect of the same matters in the Working Capital Facilities (New Money).

• Availability (New Money)
• Availability Period (New Money)
• Operating Borrowers may make Drawdowns against the Available Amount under their respective Working Capital Facilities (New Money) during the period between the Signing Date and the earlier of the following dates:
• 1 month prior to the Maturity Date (New Money); and
• the date of signing of the New Money.
• Under the Confirming (New Money), it will not be possible to process or make advance payments to suppliers whose due date falls after the end of the availability period set out in paragraph (i) above.

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• Drawdown (New Money)

Operating Debtors may not make Drawdowns against the Available Amount under their respective Working Capital Facilities (New Money) if there are outstanding amounts under their Working Capital Facilities (Old Money) in an aggregate amount exceeding the maximum limit provided for this purpose in the Standstill Agreement.

• e Maturity (New Money)
• Subject to the provisions of paragraph REF _Ref223323922 \r \h (b) below, the Credit Facilities (New Money) shall mature on the Initial Maturity Date (New Money).
• The Initial Maturity Date (New Money) shall be automatically extended to the Final Maturity Date (New Money) if the New Money has not been subscribed prior to the Initial Maturity Date (New Money).
• The Agent shall notify the Obligors’ Agent and the Operating Entities in writing of the extension of the Initial Maturity Date (New Money) as soon as possible after having verified that the New Money has not been subscribed in due time and form.
• The Final (New Money) Maturity Date may not be extended under any circumstances.
• Ordinary redemption and repayment (New Money)
• Amortisation Date
• The Operating Borrowers:
• shall repay in full to the relevant Crediting Institutions the Drawdowns made against the Credit Lines (New Money) on the last day of the Interest Period applicable to such Drawdown; and
• shall repay in full to the relevant Confirming Entities the amounts corresponding to the payments made by the Confirming Entities to the suppliers of the Confirming Debtors pursuant to the Confirming (New Money) on the relevant dates in accordance with the terms of the Confirming (New Money) in question,

and in any event (including if the Drawdown in question is renewed in accordance with the provisions of paragraph (b) (Renewal of Drawdowns) below), on the Maturity Date (New Money).

• On the Maturity Date (New Money), the Operating Borrowers must have paid all amounts due for any reason in respect of all Working Capital Facilities (New Money).
• Renewal of Facilities

The mechanism set out in Clause 3.6(b)(ii) (Renewal of facilities) above shall apply (mutatis mutandis) to facilities drawn down under the Credit Facilities (New Money).

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• Interest and remuneration (New Money)

The Operating Borrowers and the Operating Entities hereby amend the regime applicable to interest on the Working Capital Facilities (New Money) in accordance with the provisions of this Clause‎4.5 (Interest and remuneration (New Money)).

• Calculation of interest

The interest rate applicable during each Interest Period to each Drawdown made against the Credit Facilities (New Money) shall be the annual rate resulting from the sum of:

• 2.00% (as a margin); and
• the Reference Rate.
• Payment of interest

Borrowers shall pay the interest accrued in respect of each Drawdown made against the Credit Facilities (New Money) in accordance with the terms set out for this purpose in the relevant documents.

• Other terms and conditions

Furthermore, the terms and conditions applicable to interest and remuneration for all Working Capital Lines set out in Clause5.1 (Interest and Remuneration) shall apply.

• Unification of other terms and conditions (New Money)

The Operating Borrowers and the Operating Entities amend and consolidate the terms and conditions of the Working Capital Facilities (New Money) set out for such facilities in Clause5 (Terms common to all Working Capital Facilities).

• TERMS COMMON TO ALL WORKING CAPITAL FACILITIES
• Interest and remuneration
• Remuneration for Confirming and Factoring (Old Money)
• The financial remuneration applicable to Confirming (New Money), Confirming (Old Money) and Factoring (Old Money) (including, without limitation, the financial terms and payment dates) shall be maintained in accordance with the specific mechanics of each type of financial product, as provided for in the relevant contracts, as the case may be.
• For these purposes only:
• Confirming (New Money) shall be treated as Credit Lines (New Money);

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• Confirming (Old Money) shall be treated as Credit Lines (Old Money); and
• Factoring (Old Money) shall be treated as Credit Lines (Old Money).
• Interest on late payment
• If a Debtor fails to pay, on the due date, any of the amounts it is obliged to pay in accordance with the provisions of any of the Working Capital Facilities, the unpaid amount shall accrue interest on a daily basis from the date on which it became due until the date on which payment is actually made (whether prior to or following the issuance of any court order in this regard), at a rate which, subject to the provisions of the following sections( ii) , shall be the result of adding an additional two per cent (2%) per annum to the applicable annual interest rate under Clauses 3.7(a) or 4.5(a) (Calculation of Interest), as the case may be, and Clause5.1 (a) (Remuneration of the Confirming and Factoring (Old Money)), if applicable. Interest accrued pursuant to this Clause 5.1(b) (Default Interest) shall be paid by the relevant Obligor without the need for any demand for payment or notification in this regard, on a monthly basis, in arrears, and on the date on which the amounts giving rise to such accrual are paid.
• For the purposes of Article 317 of the Commercial Code, the parties agree to the monthly capitalisation of ordinary interest that is due, liquidated and unpaid, which shall accrue further interest on a daily basis, at the rate of interest on arrears described in the preceding paragraph (i) . In turn, overdue, liquidated and unpaid default interest shall be capitalised monthly, also accruing interest at the corresponding default interest rate. The default interest rate shall also be that applicable to procedural default for the purposes of the provisions of Article 576 of Law 1/2000 of 7 January on Civil Procedure.
• Calculation and notification of the applicable interest rate ( )
• The Agent shall calculate the ordinary interest rate (or remuneration) applicable for the relevant Interest Period and shall notify the Operational Debtors and the Operational Entities as soon as possible, before 17:00 on the second Business Day prior to the start of the relevant Interest Period.
• Given the objective nature of the procedures for determining the standard interest rate (or remuneration) applicable under this Agreement, barring any error in its determination, the interest rate (or remuneration) so determined shall be deemed binding on all parties. Operating Debtors may only reject a standard interest rate (or remuneration) notified by the Agent in respect of a given Interest Period if such rejection is based on a manifest error in the Agent’s calculation of the standard interest rate (or remuneration). In such a case, the Agent, upon verifying the existence of such an error, shall rectify it immediately and restart the procedure for communicating the applicable ordinary interest rate (or remuneration), with a supplementary interest settlement (or calculation of remuneration) being made in favour of

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• the Operative Debtors or Operative Entities as appropriate, on the date of the end of the current Interest Period.
• Any amendment made by the Agent to adjust its calculation in accordance with the provisions of this Clause‎ 5.1(c) (Calculation and notification of the applicable interest rate (or remuneration)) with respect to the applicable ordinary interest rate (or remuneration) shall take effect from the start date of the Interest Period to which such interest rate (or remuneration) relates.
• Interest Periods
• Interest Periods
• Each Interest Period shall have a duration of three (3) months, aligned with the calendar quarters of the year (i.e. from 1 January to 31 March, from 1 April to 30 June, from 1 July to 30 September and from 1 October to 31 December).

Exceptionally, the Interest Periods applicable to the remuneration of:

• Confirming (New Money); and
• Confirming (Old Money) and Factoring (Old Money) subject to Alternative Conditions,

shall have the duration and mechanics set out in the debt instruments in question to ensure their operation and functioning as committed working capital debt.

• No Interest Period applicable to a Drawdown made against a:
• Credit Facility (New Money) shall extend beyond the Maturity Date (New Money); nor
• Credit Facility (Old Money) shall extend beyond the Maturity Date.
• Except as provided in the section ‘’ below, each Interest Period shall commence on the date of expiry of the immediately preceding Interest Period.
• Notwithstanding the foregoing, in relation to:
• each Credit Facility (New Money), the first Interest Period shall commence on the date on which the first Drawdown is made against such Credit Facility (New Money); and
• the Credit Facilities (Old Money), upon the Effective Date, the first Interest Period shall commence on the Signing Date (retroactively) and shall end on 30 September 2026,

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and subsequent Interest Periods shall correspond to those calendar quarters.

• Non-Business Days
• If an Interest Period ends on a day that is not a Business Day, that Interest Period shall end on the last Business Day of the calendar quarter in question.
• The interest calculation for that Interest Period and the following one will take into account any adjustment made.
• Changes to the calculation of interest
• Absence of EURIBOR
• Interpolated EURIBOR: If the EURIBOR is not available for an Interest Period, the applicable Reference Rate shall be the Interpolated EURIBOR for a period of the same duration as the relevant Interest Period.
• Shortened Interest Period: If section‎ (A) above applies but it is not possible to calculate the Interpolated EURIBOR, the Interest Period shall be shortened (if longer than the Alternative Interest Period) to the Alternative Interest Period, and the applicable Reference Rate for that shortened Interest Period shall be determined in accordance with section (a) of the definition of “Reference Rate”.
• Shortened Interest Period and Historical EURIBOR: If the preceding section‎ (B) applies but no Reference Rate is available for the Alternative Interest Period, the applicable Reference Rate shall be the Historical EURIBOR.
• Shortened Interest Period and Interpolated Historical EURIBOR: If section‎ (C) above applies but no Historical EURIBOR is available for the Interest Period, the applicable Reference Rate shall be the Interpolated Historical EURIBOR for a period of equal duration to the corresponding Interest Period.
• €STR: If section (D) above applies but no Interpolated Historical EURIBOR is available, the relevant Interest Period shall, if shortened in accordance with section (B) above, revert to its previous length and the applicable Reference Rate shall be the sum of:
• the €STR at 11:00 a.m. (Brussels time) on the Quotation Date for a term equal to the Interest Period; and
• any applicable €STR Adjustment.

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• Interpolated €STR: If section (E) above applies but the €STR is not available for the relevant Interest Period, the applicable Reference Rate shall be the sum of:
• the interpolated €STR for a maturity period equal to the relevant Interest Period; and
• any applicable €STR Adjustment.
• Central Bank Rate: If the provisions of section (F) above apply but it is not possible to calculate the Interpolated €STR, the Reference Rate shall be:
• the annual rate resulting from adding: (x) the Central Bank Rate on the Quotation Date; plus (y) any applicable Central Bank Rate Adjustment; or
• if the Central Bank Rate is not available on the Quotation Date, the annual rate resulting from adding: (x) the most recent Central Bank Rate for a day no earlier than five (5) days prior to the Quotation Date; plus (y) any applicable Central Bank Rate Adjustment.
• Cost of funds
• If the provisions of section (G) above apply but it is not possible to calculate the Central Bank Rate, the Reference Rate shall be the rate that each Operating Entity notifies to the Agent as soon as possible, and, in any event, before the interest (or remuneration) corresponding to that Interest Period is due, and which represents, as an annual percentage, the cost to that Operating Entity of financing its corresponding Drawdown(s) from any source it deems reasonable.
• The Interest Period in question corresponding to each Drawdown shall have the duration: (x) provided for in Clause5.1 (d) (Interest Periods); or (y) as reasonably determined by each Operating Entity in view of the terms on which the necessary liability transactions may be contracted in the market, where applicable, to continue financing its corresponding(s) Provision(s) (with the duration of the subsequent Interest Period being automatically adjusted, should the relevant circumstance cease to apply, so that it ends on the date it would otherwise have ended) and the applicable Reference Rate shall be the actual cost of entering into the liability transactions on the interbank market, to which shall be added any costs and brokerage fees incurred in connection with such transactions.

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• If this Clause 5.1(e)(i)(H) (Cost of raising funds) applies and the Agent or the Operating Borrowers so require, they shall negotiate (within a period not exceeding thirty (30) days) with a view to agreeing an alternative basis for determining the Reference Rate.
• Any alternative basis agreed in accordance with the preceding paragraph(3) shall be binding on all parties, subject to the consent of all Operating Entities and Operating Debtors.
• Should the aforementioned negotiations fail to produce an alternative solution within the period specified in paragraph(3) above, or should the parties so agree, this shall constitute grounds for the mandatory early repayment or cancellation in full of the Working Capital Facilities and, consequently, the Operating Borrowers shall (within a maximum period of seven (7) Business Days from the date of expiry of the aforementioned negotiation period) repay to the Agent (for subsequent distribution to the Operating Entities) the principal and ordinary and/or default interest, any fees due, expenses and applicable Termination Costs (where applicable), as well as any other amounts accrued, all of which shall be calculated up to the date on which payment is actually made, in accordance with the Financing Documents.
• Under no circumstances shall the Operating Entities assume any liability for those unavoidable events or exceptional circumstances or force majeure that render it impossible to enter into the aforementioned liability transactions, all in accordance with Article 1.105 of the Civil Code.
• Market Disruption
• In the event of a Market Disruption Event occurring in relation to a Drawdown during any Interest Period, the applicable interest rate shall be the annual rate resulting from the sum of:
• the Margin; and
• the rate that the relevant Operating Entity notifies to the Agent as soon as possible, and, in any event, before the interest (or applicable financial remuneration) corresponding to that Interest Period is due, and which represents, as an annual percentage, the cost to that Operating Entity of financing the Drawdown from any source it deems reasonable.

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The Interest Period in question corresponding to the Drawdown shall have (1) the duration of the Interest Period in progress when the Market Disruption Event occurred or (2) the duration reasonably determined by the Operating Entity in view of the terms available in the market, where applicable, the liability transactions necessary to continue financing the relevant Drawdown (with the duration of the subsequent Interest Period being automatically adjusted if the event in question has ceased, so that it ends on the date it would otherwise have ended) and the applicable interest rate (or relevant financial remuneration) shall be the actual cost of entering into the liability transactions on the interbank market, to which the Margin at that time shall be added, as well as any costs and brokerage fees generated by such transactions.

• If this Clause 5.1(e)(ii) (Market Disruption) applies and the Agent or the Operating Borrowers so require, they shall negotiate (within a period not exceeding thirty (30) days) with a view to agreeing an alternative basis for determining the interest rate (or relevant financial remuneration).
• Any alternative basis agreed in accordance with the preceding paragraph (B) shall be binding on all parties, subject to the consent of all affected Operating Entities and the Operating Debtors.
• Should the aforementioned negotiations fail to produce an alternative solution within the timeframe set out in section (B) above, or should the parties so agree, this shall constitute grounds for the mandatory early repayment or cancellation in full of the relevant Credit Facilities; consequently, the Operating Borrowers must (within a maximum period of seven (7) Business Days from the date of expiry of the aforementioned negotiation period) repay to the Agent (for subsequent distribution to the Operating Entities) the principal and ordinary and/or default interest, any fees due, expenses and corresponding Early Termination Costs (where applicable), as well as any other amounts accrued, all of which shall be calculated up to the date on which payment is actually made, in accordance with the Financing Documents.
• Under no circumstances shall the Operating Entities assume any liability for those unavoidable events or exceptional circumstances or force majeure that render it impossible to enter into the aforementioned liability transactions, all in accordance with Article 1.105 of the Civil Code.
• Termination Costs
• The relevant Operating Debtor shall pay the Operating Entities, within three (3) Business Days of receiving a request from a Financial Party to that effect, any Termination Costs that may have been

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• incurred in relation to all or any part of a Drawdown or Outstanding Amount as a result of such being repaid on a date other than that on which an Interest Period corresponding to that Drawdown or Outstanding Amount ends.
• Each Operating Entity shall, upon request by the Agent and as soon as practicable, provide the relevant Operating Debtor with a certificate stating the amount of the Early Termination Costs incurred during any Interest Period.
• Voluntary cancellation

Operating Borrowers (through the Agent of the Obligors) may cancel, in whole or in part, the Available Amount, provided that:

• they give the Agent at least seven (7) Business Days’ notice;
• the amount of such cancellation is at least EUR 500,000 and a multiple of EUR 500,000 (or, where applicable, the aggregate Available Amount under the Working Capital Facilities); and
• in the event of voluntary cancellation of Working Capital Lines (Old Money), such cancellation applies to all Working Capital Lines (Old Money) in proportion to the Available Amount as at that date under all Working Capital Lines (Old Money).

The provision set out in the preceding paragraph shall apply mutatis mutandis to the Working Capital Facilities (New Money) amongst themselves.

• Voluntary early repayment or redemption
• Operating Borrowers (through the Obligors’ Agent) may repay or redeem, in whole or in part, the Drawdowns or the amount due under the Working Capital Facilities, provided that:
• they give the Agent at least seven (7) Business Days’ notice;
• the amount of such repayment or redemption is at least EUR 500,000 and a multiple of EUR 500,000 (or, where applicable, the aggregate Principal under the Working Capital Facilities); and
• in the case of voluntary repayment of Working Capital Facilities (Old Money), such repayment applies to all Working Capital Facilities (Old Money) in proportion to the outstanding Principal as at that date under all Working Capital Facilities (Old Money) (without prejudice to each Operating Entity applying such amount in accordance with the applicable ICO Regulations, in which case certain Working Capital Facilities (Old Money) may be repaid and others not).

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The provision set out in the preceding paragraph shall apply mutatis mutandis to the Working Capital Facilities (New Money) amongst themselves.

• Any repayment or early redemption must be made on the last day of an Interest Period. Otherwise, the Operating Borrowers must pay any Early Termination Fees that may accrue as a result of such repayment or early redemption.
• Mandatory early repayment or redemption

In accordance with the principle set out in paragraph (d) of Clause 2.1 (Purpose), and without prejudice to the general application of that principle, the cases of mandatory early repayment or redemption (whether total or partial) provided for in the Working Capital Facilities are replaced in their entirety by the provisions of this Clause 5.4 (Mandatory early repayment or redemption).

• Illegality

If, at any time after the entry into force of this Agreement, compliance with this Agreement or any Working Capital Facility by any Operating Entity results (for that Operating Entity or any of its Affiliates) in a breach of any statutory or regulatory provision, or any mandatory measure ordered, or any binding interpretative guideline, issued by official authorities or bodies with competence in this regard:

• The affected Operating Entity must promptly notify the Agent of such circumstances as soon as it becomes aware of them.
• The Operating Entity affected by such a case of illegality shall use its best efforts (provided that such efforts are commercially acceptable and do not entail a breach of applicable legislation), within thirty (30) days of notification of such circumstances, to seek an alternative solution to circumvent such a situation, including, without this list being exhaustive, the transfer of the office initially used for the affected Working Capital Facility to another jurisdiction or the assignment of all its rights and obligations under such Working Capital Facility to another financial institution wishing to participate therein.
• If this period elapses without an alternative solution having been implemented, the affected Operating Entity may declare all its obligations arising from the affected Working Capital Facility to be cancelled.
• In such a case, the relevant Operating Debtor must pay the Agent (for subsequent distribution to the relevant Operating Entity) on that same date the full amount owed to the Agent under the relevant Working Capital Facility.
• Change of control

If a Change of Control occurs:

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• the Obligors’ Agent must notify the Agent of such event as soon as it becomes aware of it;
• none of the Operating Entities shall be obliged to maintain their Working Capital Facilities in force;
• the Working Capital Facilities shall be immediately cancelled and shall cease to be available, and all amounts due to the Operating Entities shall become due and payable on that same date; and
• the Obligors must pay the Agent (for subsequent distribution to the Operating Entities) on that same date all amounts due under the Working Capital Facilities.
• Breach of the Business Plan
• If the turnover figure in the Group’s audited consolidated financial statements for the financial year ending:
• 31 December 2028, is less than EUR 206,658,665.48; or
• 31 December 2029, is less than EUR 227,924,701.31,

in which case:

• the Obligors’ Agent must notify the Agent of such circumstance as soon as it becomes aware of it (including prior to the submission of the aforementioned Financial Statements);
• none of the Operating Entities shall be obliged to maintain their Working Capital Facilities in force;
• the Working Capital Facilities shall be immediately cancelled and shall cease to be available, and all amounts due to the Operating Entities shall become due and payable on that same date; and
• the Obligors shall pay to the Agent on that same date (for subsequent distribution to the Operating Entities) all amounts due under the Working Capital Facilities.
• The provisions of the preceding paragraph are agreed without prejudice to the ordinary expiry and cancellation of the Working Capital Facilities (New Money) on the Initial Maturity Date (New Money) or the Final Maturity Date (New Money), in accordance with the provisions of this Agreement. Consequently, the preceding paragraph shall apply to all Working Capital Facilities in force at that time, without prejudice to the fact that the Working Capital Facilities (New Money) may have been terminated and matured on an earlier date in accordance with their own terms.

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• Restrictions
• As a result of the existence of ICO Financing Agreements, and to ensure that each ICO-Guaranteed Operating Entity can comply with the terms of its respective ICO Framework Agreement and the ICO Regulations, Operating Borrowers may not cancel or repay early any Working Capital Facilities granted by an ICO-Guaranteed Operating Entity that are not ICO Financing Agreements until all amounts owed under the ICO Financing Agreements granted by said ICO-Guaranteed Operating Entity have been fully and definitively repaid and/or settled (or, alternatively, complies with the ICO Regulations to the satisfaction of the ICO-Guaranteed Operating Entity in question).
• For the avoidance of doubt:
• the restrictions set out in Clause 5.5(a) above shall not apply:
• to any Operating Entity that is not, or ceases to be, an ICO-Endorsed Operating Entity; and
• to any ICO-Endorsed Operating Entity in respect of those Credit Facilities that are ICO Financing Agreements; and
• once all amounts due under the ICO Financing Agreements have been fully and definitively repaid and/or settled, paragraph (a) above shall automatically cease to apply, without any further action being required in this regard.
• Any notice of cancellation or early repayment given by the Obligors’ Agent pursuant to the provisions of Clauses5.2 (Voluntary cancellation) or5.3 ‎ (Voluntary early redemption or repayment) shall be irrevocable and, unless otherwise stated in this Agreement, shall specify the date (or dates) on which the cancellation or early redemption is to take place and the amount corresponding to such cancellation or early redemption.
• Any early repayment or redemption made under this Agreement, including voluntary repayment, shall be made together with the interest accrued in respect of the amounts being repaid or redeemed early and any Early Repayment Charges, but without any premium or penalty. However, no Early Termination Fee shall be incurred if such repayments take place on the end date of an Interest Period.
• The Working Capital Borrowers shall not cancel or repay in advance all or part of the Working Capital Facilities, except in accordance with the terms and in the manner provided for in this Agreement.
• If the Agent receives any notification in accordance with the provisions of Clauses5.2 (Voluntary cancellation) or5.3 (Voluntary early repayment or redemption), it shall immediately send a copy thereof to the Obligors’ Agent and/or the relevant Operating Entity, as applicable, as well as to the other Operating Entities.
• Partial early repayments or redemptions are subject to the payment allocation rules

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• set out in Clause17.6 (Partial payments).
• No commission shall be payable to the Operating Entities as a result of any early amortisations, redemptions or cancellations.
• Drawdown Conditions. Validation of remittances
• The Obligors’ Agent shall be responsible for compiling and preparing the documentation relating to the Operating Borrowers’ drawdown requests under the Working Capital Facilities (including, without limitation, any applicable remittances).
• Once such documentation has been prepared, the Obligors’ Agent shall forward it (where applicable, together with the relevant remittances), together with all the required supporting information and documentation, to the Agent for review and validation.
• The Agent shall solely and exclusively validate the Drawdowns (and, where applicable, the relevant remittances), and, therefore, a Drawdown may only be made against the Working Capital Facilities if:
• all the Financing Documents which, in accordance with the terms of this Agreement or any other Financing Document, should have been executed by that date (respectively) have been executed;
• the Obligors are up to date with the performance of their obligations under the Financing Documents (including, without limitation, their payment obligations arising from the Financing Documents);
• the Reiterated Representations are true and accurate;
• there is no Adverse Material Change (nor is it reasonably likely to occur as a result of the Provisions in question);
• there is no Event of Default (nor is one foreseeable as a result of the Provisions in question), expressly including, but not limited to, the obligations set out in Clause 5.9(b)(i) and( ii) ; and
• With regard to remittances relating to Confirming and Factoring (Old Money), there must be no duplication between Operating Entities or in relation to previous remittances, where ‘duplication’ is understood to mean that none of the invoices included in the remittance in question has been the subject of financing, discounting, assignment or any other similar transaction, either previously or simultaneously, with more than one entity.
• Once the review has been carried out, the Agent shall notify the Obligors’ Agent and the Operating Entities in writing of the validation of the Disposition (and, where applicable, the relevant remittance), provided that the documentation and requirements are in order.
• Should the Instruction (and, where applicable, the relevant remittance) fail to meet

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• the requirements, the Agent shall inform the Obligors’ Agent of the deficiencies detected so that they may be rectified.
• No Instruction (and, where applicable, the relevant remittance) shall be processed or distributed to the Operating Entities until the Agent has issued express confirmation of validation.
• Declarations
• The Obligors make, in favour of the Financial Parties (as applicable), the formal declarations contained in the respective Working Capital Facilities; such declarations shall be deemed incorporated mutatis mutandis into this Agreement for all relevant legal and contractual purposes, and are hereby reiterated in full in accordance with the provisions thereof.
• As an exception to the general principle set out in paragraph (d) of Clause 2.1 (Purpose), on an additional basis, each of the Obligors makes, on the Signing Date and on the Effective Date and in favour of each of the Financial Parties, the formal declarations set out in ANNEX 12 (Declarations), which shall constitute an essential basis for the Financial Parties to give their consent to the maintenance of the Working Capital Facilities and the execution of the remaining Financing Documents.
• The Reiterated Representations shall be deemed to have been made by each Obligor in relation to the representations described in this Agreement and by the relevant Obligors, in relation to the representations described in each of the Working Capital Facilities, in relation to the facts and circumstances existing at that time:
• on each day up to the Termination Date; and
• in the case of an Additional Obligor and solely in respect of the representations described in this Agreement, the date on which the company becomes (or is proposed to become) an Additional Obligor.
• Disclosure obligations

As an exception to the general principle set out in paragraph (d) of Clause 2.1 (Purpose), in addition to the obligations set out in each of the Working Capital Facilities (as applicable), the obligations set out in ANNEX 13 (Disclosure Obligations) shall remain in force from the Signing Date and for as long as any amount under the Financing Documents remains outstanding, being deemed essential for the maintenance of the Working Capital Facilities and the granting of the remaining Financing Documents.

• General Obligations
• General obligations

Notwithstanding the general principle set out in paragraph (d) of Clause 2.1 (Purpose), and in addition to the obligations set out in each of the Working Capital Facilities (as applicable), the obligations contained in ANNEX 14 (General

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Obligations) shall remain in force from the Signing Date and for as long as any amount under the Financing Documents remains outstanding, being deemed essential for the maintenance of the Working Capital Facilities and the granting of the remaining Financing Documents.

• Other obligations of the Operating Borrowers
• Proportional use – by type – of the Working Capital Facilities (Alternative Terms)
• The Operating Borrowers undertake to use, at all times, the Working Capital Facilities (Alternative Terms) in proportion to each Operating Entity’s Share in the aggregate Maximum Amount of the Working Capital Facilities (Alternative Terms), according to the type of each financial product, with a maximum deviation of 20% permitted.
• To this end, the Operating Debtors must submit a monthly report to the Agent, for distribution to the Operating Entities (Alternatives), detailing the utilisation – by type – of the Working Capital Facilities (Alternative Terms) and the average utilisation of each of them during the relevant period. This report must include the certificates, receipts, supporting documents and/or bank statements evidencing each of the Drawdowns made under each of the Working Capital Facilities (Alternative Terms) during the reporting period. This obligation includes, without limitation, the submission, justification and verification of invoices assigned or discounted under Factoring (Old Money) and Confirming arrangements.

The Agent must verify compliance with the provisions of this section (B) and keep the Operating Entities (Alternatives) duly informed in this regard.

• In this section, “Share of each Operating Entity” means, at any given time and per Operating Entity, the proportion represented by the Maximum Amount under its correspondingWorking Capital Line(s) (Alternative Conditions) in relation to the aggregate Maximum Amount of the Working Capital Lines (Alternative Conditions), all of which depends on the type of financial product (credit line, confirming, factoring).
• Proportional utilisation – by type – of the Working Capital Facilities (New Money)

The provisions set out in section (i) (Proportional utilisation – by type – of the Working Capital Facilities (Alternative Conditions)) above shall apply mutatis mutandis to the Working Capital Facilities (New Money) amongst themselves.

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• Novation, rectification or rectification of Working Capital Facilities

Should any of the Operating Entities so request, the Operating Debtors undertake to provide as many documents (public or private) of novation, rectification or rectification as may be necessary to ensure that any Working Capital Facility accurately reflects the terms agreed in (as well as any action carried out or implemented in accordance with) this Agreement.

• Factoring Account

The Agent of the Obligors:

• shall open (and keep open until the Cancellation Date) the Factoring Account;
• take the necessary steps to ensure that:
• the Agent has full authority to operate the Factoring Account (including, without limitation, authorised signature and the ability to order transfers); and
• neither the Agent of the Obligors (nor any company in the Group) may in any way dispose of the Factoring Account or the amount deposited therein without the joint signature of the Agent; and
• it shall ensure that any amounts received by the Factoring Debtors from their customers corresponding to credit rights assigned to the Factoring Entities under the Factoring Agreements (Old Money) are credited, immediately and without any deduction, to the Factoring Account. The Factoring Debtors shall take all necessary measures to ensure that their customers are duly notified of this payment instruction and to ensure that payments are made in accordance with the provisions herein.
• Obligations of the Operating Debtors

The Operating Debtors undertake to the Financial Parties to amortise or repay (as applicable) the amounts owed under the Working Capital Facilities, to pay ordinary interest (or the applicable financial remuneration), fees and other items provided for in the Financing Documents, and to comply with the remaining obligations set out in the Financing Documents.

• Events of Default

In accordance with the principle set out in paragraph (d) of Clause 2.1 (Purpose), and without prejudice to the general application of that principle, the events of acceleration or early termination (or equivalents) provided for in the Working Capital Facilities are replaced in their entirety by the provisions of this Clause 5.10 (Events of Default).

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Each and every one of the events or circumstances set out in ANNEX 15 (Events of Default) constitutes an Event of Default, all of which are material for the purposes set out in that annex.

• Acceleration or termination
• In the event that any of the events or circumstances constituting an Event of Default occurs and continues without having been remedied (where such remedy is possible) within the time limits provided for that purpose in ANNEX 15 (Events of Default), the Agent (subject to the agreement of the Majority of Operating Entities) may declare the Working Capital Facilities terminated.
• In such a case, the Agent (subject to the agreement of the Majority of Operating Entities) shall proceed to terminate, cancel and close the Working Capital Facilities and to close the positions contracted thereunder prior to their ordinary maturity, requiring the Obligors to make immediate payment of the amounts due thereunder.
• For the sake of clarity, it is hereby stated that the decision to terminate early by agreement of the Majority of Operating Entities shall entail the termination of all Working Capital Facilities and shall affect all Operating Entities.
• Assignment
• Any Operating Entity (the “Existing Operating Entity”) is expressly authorised by the Obligors’ Agent to assign all or part of its contractual position, rights and/or obligations under its corresponding Working Capital Facility(ies) to third parties (the “New Operating Entity”), provided that:
• the New Operating Entity is not a natural person or ;
• the assignment does not give rise to any additional cost for any Obligor in relation to the existing situation with respect to the Existing Operating Entity, having regard to the current or foreseeable circumstances on the date on which such assignment takes effect; and
• the assignment is carried out in accordance with the terms of this5.12 Clause (Assignment).
• The consent of the Obligors’ Agent shall be required to allow any Operating Entity to assign, in whole or in part, its contractual position in the Working Capital Facilities in all other cases not covered by the preceding paragraph.
• The requirements set out in paragraph (a) above shall not apply in the event that the assignment takes place at a time when an Event of Default has occurred and has not been remedied .
• Only in respect of those Working Capital Facilities insured under CESCE Policies shall the following be required: (i) CESCE’s consent to any assignment of rights and obligations arising from such Working Capital Facilities; and, where applicable, (ii) the signing of the relevant supplement to the CESCE Policy in question.

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• The assignment documentation must expressly provide that the New Operating Entity shall adhere to the terms of this Agreement, unless it is already a party thereto, in which case it must formally ratify such terms.
• Except in the case of an assignment to CESCE, the New Operating Entity shall be obliged to pay the Agent (and for the Agent’s exclusive benefit) a commission of three thousand five hundred euros (EUR 3,500), to which Value Added Tax (where applicable) shall be added. The aforementioned commission must be paid on the date of the assignment.
• The costs arising from any assignment made by the Operating Entities in accordance with the provisions of this Clause5.12 (Assignment) (with the exception of any assignment to CESCE) shall be borne by the Operating Entities themselves (including, but not limited to, fees, expenses, and charges, whether notarial or registration fees, etc.), and no Operating Debtor shall be required to pay any amount as a result of such assignment.
• The Obligors’ Agent shall reimburse the Agent and CESCE, within five (5) Business Days of being requested to do so, for the amount of documented costs and expenses (including legal fees) reasonably incurred by the Agent or CESCE in connection with any assignment to CESCE.
• The Existing Operating Entity shall notify the Agent of any assignment as soon as practicable, and the Agent shall, in turn, notify the Obligors’ Agent accordingly.
• Any aspect relating to the assignment that is not expressly regulated in this Clause5.12 (Assignment) shall be governed, where applicable, by the regulations applicable to Working Capital Facilities.
• Acknowledgement of debt
• It is expressly agreed that, for the purposes of any legal claims that may arise from each of the Working Capital Facilities, in accordance with their terms, any amount owed to each Operating Entity shall be deemed to be a sum due, liquid and payable.
• For the purposes of Article 572.2 of the Civil Procedure Act, the Parties agree that the amount payable under a Working Capital Facility in the event of enforcement shall be that resulting from the settlement carried out by the relevant Operating Entity, by means of a certificate setting out the amount owed, and which shall be carried out on the basis of the bilateral account maintained by that Operating Entity in its books, in which it shall record the principal amount, commissions, fees, costs, compensatory interest, additional costs and other sums owed by the Operating Debtor in question under the Working Capital Facility, and shall credit all sums received by said Operating Entity in payment of the amounts owed by said Operating Debtor as a result thereof, such that the balance of said account reflects at all times the sums owed by said Operating Debtor to said Operating Entity under the Working Capital Facility in question.
• Configuration of WORKING CAPITAL FACILITIES

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• Working Capital and Equity Lines
• , (Working Capital Facilities) sets out:
• the amounts and characteristics of the Working Capital Facilities (Old Money) as at the Signing Date; and
• the amounts and characteristics of all Working Capital Facilities following the implementation of the Restructuring in accordance with the provisions of this Agreement.
• Furthermore, ANNEX 1 (Working Capital Facilities) sets out the participation of the Operating Entities (as at the Date of Signing and post-Restructuring) in this Agreement and in each type of Working Capital Facility, calculated on the basis of the Maximum Amount of each Working Capital Facility.
• Rights and Obligations of the Financial Parties
• The obligations of each of the Lenders under the Financing Documents are joint and several. A failure by a Lender to perform its obligations under the Financing Documents shall not affect, nor in any way increase, the obligations of the other Lenders under the Financing Documents. No Financial Party shall be liable for the breach of the obligations assumed by any other Financial Party under the Financing Documents.
• The rights of each Finance Party under the Financing Documents are joint and several, and any claim arising from the Financing Documents in favour of a Finance Party against an Obligor shall be a separate and independent claim in respect of which a Finance Party shall be entitled to exercise its rights in accordance with the provisions of paragraph (c) below. The rights of each Financial Party include any amount due to that Financial Party under the Financing Documents.
• Any of the Financial Parties may, unless otherwise provided in the Financing Documents, exercise separately the rights accruing to it under the Financing Documents and take judicial or extrajudicial action to preserve and defend its own rights and those of the other Financial Parties.
• Other obligations of the Operating Entities

The Operating Entities undertake not to carry out any of the acts listed below:

• amending the terms and conditions of the Working Capital Facilities, unless such amendment is exclusively of an administrative, technical or procedural nature or does not in any way contravene the provisions of this Agreement;
• demand the early repayment or redemption of outstanding amounts under the Working Capital Facilities, except as provided for in Clauses 5.1(e) (Changes in the calculation of interest) and5.4 (Mandatory early repayment or redemption), and subject to the provisions of Clause5.5 (Restrictions);

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• to request the early termination of the Working Capital Facilities, except as provided for in Clause5.11 (Early maturity or termination);
• assign its contractual position and/or any rights or obligations to which it is entitled under the Working Capital Facilities, except as provided for in Clause5.12 (Assignment); and
• accept any type of security as security for the performance of the obligations arising for the Operating Entities under the Working Capital Facilities, except for Permitted Security Interests and Permitted Personal Guarantees.

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SECTION 3 FEES AND OBLIGATIONS TO MAKE ADDITIONAL PAYMENTS

• FEES

The Obligors’ Agent has entered into Fee Agreements with the Agent in relation to the fees payable in connection with the Financing Documents.

• INDEMNITIES
• Increase in Costs
• Increase in Costs
• Subject to the provisions of paragraph (c) (Exceptions), the Obligors shall pay (within three (3) Business Days immediately following the date on which it receives a request from the Agent to that effect) to the relevant Financial Party the Cost Increase incurred by that Financial Party or any of its Affiliates as a result of (i) the introduction of any amendment to (or to the interpretation, administration or application of) any law or regulation of a lower rank, or (ii) compliance with any law or regulation of a lower rank adopted after the conclusion of this Agreement; or (iii) the implementation or application of, or compliance with, Basel III, CRD IV, CRD V or CRD VI or any other new legislation or regulation implementing or applying Basel III, CRD IV, CRD V or CRD VI (regardless of whether such implementation or application is attributable to government authorities, regulators, a Financial Party or any of its Affiliates) (entailing a cost the details of which are unknown to the Financial Parties as at this date) provided that the Financial Party in question reasonably details the calculation of the Cost Increase attributable to the implementation, application or compliance with Basel III, CRD IV, CRD V or CRD VI, on the understanding that nothing in this section shall oblige the Financial Party to disclose confidential or sensitive information.
• In this Agreement, “Increase in Costs” means:
• a reduction in the rate of return on Working Capital Facilities or on the total capital of a Financial Party (or its Affiliate);
• an additional or higher cost; or
• a reduction in any amount due and payable under any Financing Document,

which is incurred or borne by a Financial Party (or any of its Affiliates), to the extent that it is attributable to that Financial Party’s assumption of its commitment under the Working Capital Facilities or to the fact that it has provided the relevant funds or fulfilled its obligations under any Financing Document.

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• Claims for cost increases
• Any Financial Party intending to make a claim in accordance with the provisions of sections 8.1(a) (Cost Increases) shall notify the Agent of the event giving rise to the claim. The Agent shall immediately forward such notification to the Obligors’ Agent.
• Each Financial Party shall, as soon as possible after receiving any request from the Agent to that effect, provide the Agent with a certificate certifying the amount of the Cost Increase applicable to it.
• Exceptions

The provisions of section 8.1(a) (Cost Increase) shall not apply in relation to Cost Increases:

• which result from the application of a tax withholding that the Obligor is legally obliged to make;
• arising from the application of a FATCA withholding that one of the Parties is required to make;
• which are offset by any tax-related compensation provided for in the Working Capital Facilities; or
• arising from a wilful breach of the applicable regulations by the relevant Financial Party or its Affiliates.
• Other indemnities

The Obligors shall indemnify each of the Financial Parties, within three (3) Business Days of the date on which they receive the relevant request to that effect, against any costs, losses or liabilities incurred by them as a result of:

• the occurrence of any Event of Default;
• a default by an Obligor on any payment obligation under a Financing Document on the date on which the relevant amount is due, including, without limitation, any costs or liability incurred as a result of the provisions of Clause15 (Redistribution of Payments); or
• failure to make an early repayment or redemption of any amount due under any Working Capital Facility, in accordance with the terms set out in any notice of early repayment or redemption issued by the Obligors’ Agent.
• Indemnification of the Agent

The Obligors shall indemnify the Agent immediately and, in any event, within three (3) Business Days of the date on which they receive any request from the Agent to that effect, against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

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• the investigation and analysis of any fact or circumstance which, in its reasonable opinion, might constitute a Breach;
• having acted in accordance with, or having relied upon, the provisions of any notice, request or instruction which it reasonably considers to be genuine, correct and duly authorised;
• the appointment of solicitors, accountants, tax advisers, surveyors or any other professional advisers or experts on the terms permitted in the Financing Documents;
• the assumption of obligations under the Financing Documents or the enforcement of the first demand guarantee granted under Clause10 (First Demand Guarantee);
• the exercise of rights and powers conferred on the Agent under the Financing Documents or any applicable regulations; or
• the failure by the Obligors to comply with any obligation set out in the Financing Documents.
• COSTS AND EXPENSES
• Transaction/enforcement costs
• The Operative Debtors (or, where applicable, the Guarantors) undertake to pay or, where applicable, at the Agent’s request, to reimburse the Agent and the Operative Entities for any other fees, charges, remuneration, expenses, taxes, duties and other sums that are now or in the future due or accrued, as a result of the negotiation, preparation, execution, performance, registration, enforcement or termination of this Agreement or the other Financing Documents (hereinafter, the “Expenses and Taxes”), and including, but not limited to, the following Expenses and Taxes:
• the notaries’ fees and expenses incurred in the execution of this Agreement as a public deed, as well as the execution of the Security Documents or any other Financing Document as a public deed, including those for the issuance of first copies (whether or not enforceable), and their respective amendments;
• the remuneration and expenses corresponding to the professional advisers involved in the transaction (for fees accrued up to the Signing Date in relation to the preparation, negotiation and signing of the Financing Documents and any fees that may accrue in relation to the monitoring, maintenance and cancellation of the Financing Documents), provided that these have been previously agreed with the Obligors’ Agent;
• the judicial and extrajudicial costs, expenses and fees, including lawyers’ and solicitors’ fees and notaries’ fees, incurred as a direct consequence of the performance, breach or termination of this Agreement and the other Financing Documents; and

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• taxes, surcharges, duties or fees, whether state or otherwise, which are or may in future be levied on the execution or registration of this Agreement and the other Financing Documents, as well as on their amendment, performance and termination as provided for in this Agreement, including where, in accordance with applicable legislation or case law, the Agent or any of the Operating Entities were to be regarded as liable for such taxes, surcharges, duties or fees.
• Having negotiated this individually, the Parties agree that, if, in accordance with applicable legislation or case law, the Agent or any of the Operating Entities were required or obliged to pay any Expenses and Taxes, the Operating Debtors (or, where applicable, the Guarantors) shall reimburse such amount to the Agent or the Operating Entities, as the case may be, at the Agent’s request and as soon as practicable. The Parties acknowledge the essential nature of this agreement and that, without it, the Agent and the Operating Entities would never have maintained the Working Capital Facilities on the agreed terms.
• The Operating Debtors (or, where applicable, the Guarantors) undertake to indemnify the Agent and the Operating Entities in respect of any liabilities, expenses or claims that may arise from the non-payment or delay in payment of any of the Charges and Taxes, unless such circumstance is directly attributable to the Operating Entities or the Agent, as the case may be.
• Amendment costs

In the event that an Obligor requests any amendment, waiver or consent in respect of a Financing Document, the Operating Borrowers (or, where applicable, the Guarantors) shall reimburse the Agent, upon request and as soon as practicable, the amount corresponding to all costs and expenses (including legal fees) incurred in connection with the assessment, negotiation, fulfilment or response to the relevant request or requirement, provided that these have been previously agreed with the Agent by the Obligors.

• ICO Costs

The Obligors and the Operating Entities agree that the Obligors shall bear any costs associated with the extension of the ICO Guarantees granted in relation to the Working Capital Facilities, arising as a result of the extension of such guarantees to the new maturity date.

• CESCE Premiums

The Obligors and the Operating Entities agree that the Obligors shall bear any premiums relating to the extension of the CESCE Policies granted in connection with the Working Capital Facilities, arising as a result of the extension of such policies to the new expiry date.

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SECTION 4 GUARANTEE ON FIRST DEMAND

• GUARANTEE ON FIRST DEMAND
• Guarantee on First Demand
• Each of the Guarantors guarantees jointly and severally amongst themselves (and jointly and severally with the Operating Debtors) and unconditionally, as principal obligor, to the Operating Entities, which accept, the full and timely performance of all payment obligations incurred by each of the Obligors under the Financing Documents. This guarantee is granted independently of the universal and unlimited personal liability which, pursuant to Article 1911 of the Civil Code, rests upon the Obligors by reason of any of the obligations arising from the Financing Documents.
• Each of the Guarantors expressly acknowledges that:
• this guarantee is structured as a first-demand guarantee and not as a suretyship as provided for in Articles 1822 et seq. of the Civil Code, with the result that none of the benefits granted by Spanish law to the guarantor (including, expressly, the benefits of order, excussion and division) shall apply;
• the obligations assumed by each of the Guarantors under this guarantee are independent and of an abstract nature, such that they shall not be affected and shall remain in full force and effect even in the event that the obligations assumed by any of the Obligors under the Financing Documents are void or become ineffective for any reason, including the commencement of insolvency proceedings in respect of any of the Obligors;
• the scope of this guarantee shall not be altered in any way by any action that may be taken by any of the Operating Entities in connection with the approval of the arrangement which, where applicable, may arise as a result of the insolvency of any Obligor, the Guarantors’ obligation remaining unchanged in accordance with the agreed terms, as if such action had not taken place; and
• the Guarantors may not raise against the Operating Entities any defence that any of the Obligors might assert against the Operating Entities by reason of the Financing Documents or any other contractual relationships existing between the Obligors and the Operating Entities.
• Continuity of the guarantee
• This guarantee is of a continuing nature, shall remain in force until the obligations under the Financing Documents have been fully discharged, and shall cover the final balance of all amounts due by any Obligor under the Financing Documents, irrespective of any interim payments that may have been made in full or in part.
• This first-demand guarantee extends to any extensions, renewals, novations or

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• modifications of any kind, whether express or implied, that may arise in respect of the obligations assumed by the Obligors under the Financing Documents, and therefore this guarantee shall remain in force until the full discharge of such obligations and of any obligations that novate or replace them, without being limited or restricted in any way by any specific modifications or waivers of the performance of obligations that the Operating Entities may, where applicable, grant in accordance with the provisions of this Agreement.
• Enforcement of the guarantee
• The relevant Guarantor shall pay the amounts claimed by the Operating Entities under this guarantee as soon as it receives a written demand to that effect, with the same value date, by crediting the account specified in the said demand. In the event of a delay in the payment of any sum claimed, the Guarantor concerned shall pay default interest at an annual rate of 2%.
• The Operating Entities may enforce this guarantee until the guaranteed obligations against any of the Guarantors have been fully discharged, independently of one another.
• This guarantee may be enforced, in whole or in part, by any Operating Entity without the prior consent of the Majority of Operating Entities.
• All payments to be made by any of the Guarantors under this guarantee shall be made free of tax, unless the Guarantor in question is obliged to deduct or withhold amounts on account of tax, in which case such payments shall be increased by an amount equal to that necessary to ensure that, after making the corresponding deduction or withholding, the Operating Entities receive a net amount equal to the sum they would have received had it not been mandatory to make the required deduction or withholding.
• For the purposes of the provisions of Article 572 of Law 1/2000 of 7 January on Civil Procedure, the Guarantors and the Operating Debtors expressly agree that the settlement to determine the debt enforceable through enforcement proceedings in respect of any Working Capital Facility shall be carried out in accordance with the above Clause5.13 (Certification of Debt), by issuing the appropriate certificate setting out the balance shown in the relevant bilateral account in respect of the Operating Debtor concerned.
• The fact that the Operating Entities make a claim under this guarantee does not limit their right to make further claims whilst the guarantee remains in force. The Operating Entities shall retain all their rights and remedies against the Obligors in respect of that part of the guaranteed obligations which has not been satisfied or discharged by the enforcement of this guarantee.
• Appropriation

Until all amounts due or potentially due from the Obligors under or in connection with the Financing Documents have been irrevocably paid in full, each of the Financial Parties (or any trustee, agent or representative acting on its behalf) may:

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• refrain from applying or releasing cash, securities or any other rights owned by, or received by, such a Financial Party (or any trustee or agent on its behalf), or apply and appropriate the same in such manner and in such order as it deems appropriate (whether in relation to such amounts or in any other context), and no Guarantor shall benefit from such circumstance; and
• hold in a blocked account (bearing interest) and for the benefit of all Operating Entities any amounts received from any Guarantor or in respect of any liability assumed by any Guarantor under this Clause10 (First Demand Guarantee).
• Deferral of the Guarantors’ rights
• Until all amounts due or potentially due by the Obligors under or in connection with the Financing Documents have been irrevocably paid in full, and unless the Agent indicates otherwise, no Guarantor shall exercise any right to which it may be entitled by reason of its performance of the obligations assumed under the Financing Documents or as a consequence of the obligation to make any payment, or the enforceability of any liability, in accordance with the provisions of this Clause10 (First Demand Guarantee):
• to be indemnified by an Obligor or to be subrogated to the position of the Operating Entities in respect of the amount drawn down;
• to seek recourse or make a claim against any other Obligor in relation to any obligations of any Obligor under the Financing Documents;
• to benefit (in whole or in part, whether by subrogation or otherwise) from any rights accruing to the Operating Entities under the Financing Documents or from any other security received pursuant to, or in connection with, the Financing Documents by any of the Operating Entities;
• to bring legal proceedings or other proceedings to obtain a ruling requiring any other Obligor to make any payment or to fulfil any obligation in respect of which the Guarantor has provided a guarantee, undertaking or indemnity under Clause10 (First Demand Guarantee);
• to exercise any right of set-off against any other Obligor; and/or
• to claim or establish its status as a creditor of any other Obligor at the same time as any Operating Entity.
• If a Guarantor receives any payment in respect of the aforementioned rights, it shall retain the corresponding amount to the extent necessary to ensure the full repayment of all sums which are or may become due to the Operating Entities by the Obligors under or in connection with the Financing Documents, and shall immediately pay or transfer such amount to the Agent or to any other person designated by the Agent for application in accordance with the provisions of Clause17 (Payments).

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• Loss of Status as a r Guarantor
• If any Guarantor (the “Outgoing Guarantor”) ceases to be a Guarantor in accordance with the terms of the Financing Documents, on the date on which such Outgoing Guarantor ceases to be a Guarantor:
• such Outgoing Guarantor shall be released by each of the other Guarantors from any liability (whether past, present or future, actual or contingent) in respect of any reimbursement or payment to any other Guarantor arising as a result of any other Guarantor’s performance of its obligations under the Financing Documents; and
• each of the other Guarantors waives any right it may have by virtue of the performance of its obligations under the Financing Documents to receive the benefit (in whole or in part, whether by subrogation or otherwise) of any rights accruing to the Lending Parties under any Financing Document, or of any other security received pursuant to, or in connection with, the Financing Documents, where such rights or security have been granted in relation to the assets of the Exiting Guarantor.
• The release of the Obligors shall be effected in accordance with Clause12.4 (Release of Obligors and Security Interests).
• Additional Guarantee

This guarantee is cumulative, additional to, and is granted without prejudice to, any other guarantee that has been granted or may be granted in the future in favour of any Operating Entity.

• Subordination
• Each of the Guarantors acknowledges that any claim against any other Obligor that may arise in its favour as a result of the enforcement of this guarantee shall be subordinated to the claims of the Operating Entities against the Obligors under the Financing Documents.
• Consequently, no Guarantor may assert such rights against another Obligor or receive payment thereon until the Obligors have fully performed their obligations under the Financing Documents.

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SECTION 5 AGENT OF THE OBLIGORS AND CHANGE IN THE OBLIGORS

• AGENT FOR THE OBLIGORS
• Appointment of the Obligors’ Agent
• The Obligors (other than Wallbox Chargers), by entering into (or acceding to) this Agreement, grant Wallbox Chargers their irrevocable authority, appointing it as their agent and representative for the purposes of the Financing Documents and expressly authorising it so that, through its bodies and authorised representatives, it may carry out all acts attributed to the Obligors in the Financing Documents, even even in the event that it were to incur the circumstances of self-dealing, multiple representation and conflict of interest.
• Wallbox Chargers accepts such appointment.
• Powers of the Obligors’ Agent

In particular, but without limitation, the Obligors’ Agent may carry out any of the following actions on behalf of and in the name of the Obligors:

• issue and receive any notifications and communications arising from the Financing Documents;
• provide the Financial Parties with the documentation and information they are required to supply in accordance with the Financing Documents;
• issue instructions, take decisions and give consent to the actions necessary for the implementation and performance of the Financing Documents;
• sign and formalise any documents related to or supplementary to the Financing Documents as may be necessary, being expressly authorised to ratify, clarify and agree to amendments to the Financing Documents;
• to make, on its own behalf and on behalf of the other Obligors, any payments required to be made in accordance with the Financing Documents; and
• in general, execute any document, whether public or private, and take any action that may be necessary or expedient in relation to the implementation and performance of the Financing Documents.

The foregoing is without prejudice to the Obligors’ compliance with the obligations assumed in the Financing Documents.

• Sole Point of Contact
• The Obligors’ Agent, in its capacity as representative of the Obligors in relation to the Financing Documents, shall be the sole point of contact for the procedures relating to compliance with the Financing Documents and, therefore, any

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• communication made by the Obligors’ Agent to a Financial Party shall also be deemed to have been made immediately and automatically by the Obligors to that Financial Party. Likewise, any communication made by a Financial Party to the Obligors’ Agent shall also be deemed to have been made immediately and automatically by that Financial Party to the Obligors. Similarly, any action, omission, commitment, transaction, waiver, amendment or clarification carried out by the Obligors’ Agent, as well as any notification or communication issued by the Obligors’ Agent, on behalf of the Obligated Parties pursuant to the provisions of this Clause11 (Agent of the Obligated Parties) shall be binding on said Obligated Party for all legal purposes in the same manner as if the Obligated Party had expressly signed, consented to or agreed to it.
• In view of the foregoing, the Financial Parties agree to treat the instructions and notifications received from the Obligors’ Agent as if they had been issued by the Obligors’ Agent and the other Obligors. In the event of any conflict between any notifications or other communications from the Obligors’ Agent and those from any other Obligor, those issued by the Obligors’ Agent shall prevail.
• Ratification and formalisation

Without prejudice to the provisions of this Clause11 (Agent of the Obligors), the Agent (on its own initiative or at the request of any Operating Entity) may request from the Obligors, should it deem it appropriate, the ratification of the actions carried out by Wallbox Chargers as representative and interlocutor of the Obligors for the purposes of the Financing Documents, as well as the ratification and formalisation of any contract or document (whether public or private) arising from the Financing Documents (including, without limitation, documents clarifying, ratifying and amending the foregoing), a request which may not be refused by any Obligor.

• Changes to the Obligors
• Assignment by the Obligors

None of the Obligors may assign, encumber, transfer, substitute or subrogate to a third party the rights and obligations assumed under the Financing Documents, nor permit subrogation in the rights and obligations of the other Obligors, without the prior, written and unanimous consent of all the Operating Entities.

• Additional Obligors
• Subject to compliance with the provisions of section8 (Customer Identification (Know Your Customer or KYC)) of ANNEX 13 (Information Obligations), Wallbox Chargers may request that any of its Affiliates assume the status of Additional Obligor. Such Affiliate shall assume the status of Additional Obligor if:
• the Agent of the Obligated Parties and the Additional Obligated Party in question sign and have a Letter of Adherence notarised before a Spanish Notary (together with the Agent); and

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• the Agent confirms that it has received all the documents and information detailed in Part II (Conditions required to be met by an Additional Guarantor) of ANNEX 2 (Prior or simultaneous conditions) in relation to said Additional Obligor, in a form and content satisfactory to the Agent.
• The Agent shall immediately notify the Obligors’ Agent and the Operating Entities once it is satisfied that it has received (in a form and content satisfactory to it) all the documents and additional information detailed in Part II (Conditions required to be met by an Additional Guarantor) of ANNEX 2 (Prior or Concurrent Conditions).
• Unless the Operating Entities notify the Agent in writing to the contrary before the Agent makes the notification provided for in section (b) above, the Operating Entities authorise (but do not require) the Agent to make such notification. The Agent shall not be liable for any damages, costs or losses of any kind that may arise as a result of the making of the aforementioned notification.
• Any company joining as an Additional Obligor shall automatically (by the mere signing of a Letter of Accession) provide the first-demand guarantee provided for in Clause10 (First-demand guarantee).
• Notwithstanding the foregoing, the Obligors undertake to comply with the obligation set out in section24 (Obligors (Obligors’ Coverage Ratio)) of ANNEX 14 (General Obligations) and that the companies referred to in that Clause accede to this Agreement as Additional Obligors and provide the first-demand guarantee provided for in Clause10 (First-demand guarantee).
• Repetition of the Declarations

By signing a Letter of Accession, the relevant Subsidiary shall be deemed to confirm that the Repeated Representations set out in this Agreement are true and correct in relation to it and as at the date of such signing, as if they had been made by reference to the facts and circumstances existing at that time.

• Release of Obligors and Security Interests by
• Only in the event that the Obligors’ Agent notifies the Agent that a sale, disposal, transfer or alienation (by any means) is to take place which is not prohibited under the provisions of section4 (Alienations) of ANNEX 14 (General Obligations), involving the transfer of:
• shares or equity interests representing the share capital of any Obligor (an “Obligor Subject to Disposal”); or
• assets encumbered under any Security Interest in the Transaction (any of which is an “Asset Subject to Disposal”),

the Parties agree:

• that such Obligor Subject to Disposal shall cease to be an “Obligor” under this Agreement;

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• that such Obligor Subject to Disposal shall be released from each and every one of its obligations arising from the Financing Documents;
• to discharge the Security Interests in the Transaction that may have been created over any:
• Asset Subject to Disposal (for the avoidance of doubt, in the event of a partial divestment of the shareholding in an Obligor, the shares or equity interests representing the share capital of such Obligor that remain in the ownership of an Obligor shall remain encumbered by virtue of the relevant Security Interest in the Transaction); and
• asset owned by the Obligor subject to Disposal; and
• to carry out such actions as may be necessary or as may be reasonably requested by the Obligors’ Agent for the purpose of enabling and facilitating the carrying out and execution of the Permitted Disposal in question (including, without limitation, the execution of any documents – public or private – of cancellation and/or release),

simultaneously with said Permitted Disposal.

• The Obligors’ Agent shall bear all costs arising from the actions provided for in this Clause12.4 (Release of Obligors and Security Interests).

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SECTION 6 THE FINANCIAL PARTIES

• AGENT
• Appointment of the Agent
• Each of the Operating Entities appoints Palmer as Agent for the purposes of the provisions of the Financing Documents. The Agent expressly accepts such appointment.
• Subject to the provisions of paragraph (c) below, each of the Operating Entities authorises the Agent to perform the duties, fulfil the obligations and responsibilities entrusted to it, and to exercise the rights, powers and authorities expressly delegated to the Agent under or in connection with the Financing Documents, together with all other rights, powers and authorities ancillary thereto.
• Those Operating Entities which have notified the Agent that they are unable to authorise or grant power of attorney in favour of the Agent, or which have not authorised or appointed the Agent to act on their behalf and in their name, undertake to cooperate and appear with the Agent when so required by the Agent (including, without limitation, for the purposes of appearing in proceedings, taking legal action and/or signing documents).
• Instructions
• The Agent:
• unless otherwise provided in any Financing Document, shall exercise or refrain from exercising any right, power, authorisation or authority vested in it in its capacity as Agent, in accordance with any instructions received from:
• all Operating Entities, if the relevant Financing Document stipulates that the matter in question must be resolved by unanimous agreement of all Operating Entities; and
• in any other circumstances, a majority of the Operating Entities; and
• shall not be liable for any act (or omission) it performs (or refrains from performing) in accordance with the provisions of paragraph (i) above.
• The Agent shall be entitled to request the receipt of express instructions, or clarification of any instructions received, from the Operating Entities (or, in the event that the relevant Financing Document provides that the matter in question must be resolved by agreement of any other Operating Entity or group of Operating Entities, from such Operating Entity or group of Operating Entities) for the purpose of determining whether it should exercise or refrain from exercising any right, power, authorisation or authority, and in what manner. The Agent may refrain from acting until such time as it receives the aforementioned instructions or clarifications requested.

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• Except in the case of decisions which must be taken by any other Operating Entity or group of Operating Entities under the relevant Financing Document, and unless otherwise provided in any Financing Document, any instructions given to the Agent by the Operating Entities shall prevail over any conflicting instructions given by any other Parties, and shall be binding on all Financial Parties.
• The Agent may refrain from acting in accordance with any instructions received from any Operating Entity or group of Operating Entities until such time as it has received any indemnity and/or guarantee it may require at its discretion (which may exceed the provisions of the Financing Documents, including the possibility of requesting an advance payment) in relation to any costs, losses or liabilities it may have incurred in complying with such instructions.
• In the absence of instructions, the Agent may act (or refrain from acting) in the manner it deems most appropriate in the interests of the Operating Entities.
• The Agent is not authorised to act on behalf of an Operating Entity (without first obtaining the consent of that Operating Entity) in the context of any judicial or arbitration proceedings relating to any Financing Document.
• Duties of the Agent
• The Agent’s duties under the Financing Documents are of a purely mechanical and administrative nature.
• The Agent shall immediately forward to any of the Parties the original or a copy of any document delivered to the Agent for that Party by any other Party.
• Unless a Financing Document specifically provides otherwise, the Agent shall not be obliged to review the adequacy, accuracy or completeness of any document forwarded to another Party.
• If the Agent receives a notice from a Party relating to this Agreement, describing the occurrence of an Event of Default and stating that the described circumstance constitutes an Event of Default, it shall immediately notify the other Financial Parties.
• If the Agent becomes aware of a default in payment in respect of any amount of Principal, interest, commitment fee or any other fee accrued in favour of any Financial Party (other than the Agent) under the Financing Documents, it shall immediately notify the other Financial Parties.
• The Agent shall have only the duties, obligations and responsibilities expressly set out in the Financing Documents (and shall not assume any others by implication).
• No Fiduciary Duties
• Nothing in any of the Financing Documents shall constitute the Agent as a trustee or administrator of any person.
• The Agent shall not be liable to any Operating Entity in respect of any amount, or the

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• return on any amount, received by the Agent on its own account.
• Relations with the Group

The Agent may accept deposits, carry out financing transactions and, in general, enter into any type of banking or other transaction with any member of the Group.

• Rights and Powers
• The Agent may:
• rely on any formal statement, communication, notification or document which it considers to be authentic, correct and duly executed;
• assume that:
• any instructions received from the Majority of Operating Entities or any group of Operating Entities have been validly given in accordance with the terms set out in the Financing Documents; and
• unless notified of their revocation, such instructions have not been revoked; and
• rely on certificates received from any person:
• regarding any matter of fact or circumstance which that person might reasonably be expected to be aware of; or
• for the purpose of such person’s consent to any agreement, transaction, act or other matter,

as sufficient evidence of the fact being certified and, in the case of the provisions set out in the section (A) above, may also assume the accuracy and correctness of the relevant certificate.

• The Agent may assume (unless it has received any notification to the contrary in its capacity as an agent of the Operating Entities) that:
• no Default has occurred (unless the Agent is aware of the Default set out in section1 (Default) of ANNEX 15 (Cases of Default));
• no right, power, authorisation or authority granted to any of the Parties or any group of Operating Entities has been exercised; and
• any notice or request made by the Agent of the Obligors is made on behalf of, and with the consent of, all Obligors.
• The Agent shall be authorised to engage and pay for the advice or services of any solicitors, accountants, tax advisers, experts or other professional advisers or experts.

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• Without prejudice to the generality of the provisions set out in section (c) above or in section (e) below, the Agent shall be entitled at any time to engage and pay for the services provided by any lawyers acting as independent legal advisers to the Agent (separately from any lawyers engaged by the Operating Entities) should the Agent reasonably deem it necessary.
• The Agent may rely on the advice and services provided by any lawyers, accountants, tax advisers, experts or other professional advisers or experts (whether received by the Agent itself or by any other Party) and shall not be liable for any damages, costs or losses incurred by any person, nor for any diminution in value or liability of any kind that it may incur as a result of having relied on such advice or such services.
• The Agent may act in relation to the Financing Documents through its officers, employees, authorised representatives and agents.
• Unless expressly provided otherwise in a Financing Document, the Agent may disclose to the other Parties any information which, in its opinion, it has received in its capacity as Agent.
• Notwithstanding any provision to the contrary in the Financing Documents, the Agent shall not be obliged to take any action which, in its opinion, might constitute a breach of any applicable legal regulations or of its duty of confidentiality.
• Notwithstanding any provision to the contrary in any Financing Document, the Agent shall not be obliged to incur any expense or to put its own funds at risk, or to assume any financial liability in any other way, in the performance of its duties, obligations or the responsibilities entrusted to it, nor in the exercise of any right, power, authorisation or authority, where it has sufficient grounds to reasonably believe that it has not been assured of the reimbursement of such funds or provided with a commitment to indemnify or a guarantee on adequate terms to cover the aforementioned risks or liabilities.
• Responsibility for documentation

The Agent shall not be liable :

• the sufficiency, truthfulness or accuracy of the information (whether oral or written) provided by the Agent, an Obligor, or by any other person in, or in connection with, any Financing Document or in the context of the transactions contemplated in the Financing Documents or in any other contract, agreement or document entered into, reached or signed prior to, under or in connection with any Financing Document; or
• the legality, validity, effectiveness, suitability or enforceability of any Financing Document, or of any other contract, agreement or document entered into, reached or signed prior to, under or in connection with any Financing Document; or
• to verify whether any information provided, or to be provided, to any Financial Party is private information the use of which may be regulated or prohibited by any

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• applicable law or regulation relating to the misuse of inside information or of any other kind.
• No Duty of Control

The Agent shall not be obliged to investigate:

• whether or not any Breach has occurred;
• whether any of the Parties has complied with or breached their obligations under any Financing Document; or
• whether any other event specified in any Financing Document has occurred.
• Exclusion of liability
• Without in any way limiting the provisions of paragraph (b) below (and without prejudice to any other provision contained in any Financing Document pursuant to which the Agent’s liability is excluded or limited), the Agent shall not be liable for:
• any damages, costs or losses incurred by any person, or any diminution in value or liability of any kind that you may incur as a result of having taken, or failed to take, any action under, or in connection with, any Financing Document, unless such damages, costs or losses have been caused directly as a result of gross negligence or wilful misconduct on your part;
• exercising, or failing to exercise, any right, power, authorisation or authority granted to you under, or in connection with, any Financing Document or any other contract, agreement or document entered into, reached or signed prior to, under or in connection with any Financing Document, unless caused by your gross negligence or wilful misconduct; or
• without prejudice to the generality of the provisions set out in sections (i) and( ii) above, any damages, costs or losses caused to any person, any diminution in value or any liability of any kind (including, without limitation, for negligence or any other category of liability whatsoever, but excluding for these purposes any claim arising from any wilful misconduct on the part of the Agent) arising from:
• any act, event or circumstance beyond its reasonable control; or
• general risks associated with investment or the ownership of assets in any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liabilities arising as a consequence of any nationalisation, expropriation or other administrative acts; any exchange control regulations, currency devaluation or fluctuations; any market conditions affecting the execution or settlement of transactions or the value of assets (including any Event of Interruption); any breakdown, failure or

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malfunction of any transport, telecommunications or IT services or systems operated by third parties; any natural disasters or events of force majeure; wars, terrorist acts; situations of insurrection or revolution; as well as any strikes or industrial action.

• Neither Party (other than the Agent) may bring any proceedings against the directors, officers, representatives, authorised agents or employees of the Agent in respect of any claim they may have against the Agent or in respect of any act or omission of any kind on the part of the latter in connection with any Financing Document.
• The Agent shall not be liable for any delay (and the consequences arising therefrom) in the payment of such sums as, in accordance with the Financing Documents, are to be distributed by the Agent, provided that the Agent has taken all necessary measures (and at the appropriate time) to comply with applicable regulations or the operational instructions of the clearing and settlement systems used by the Agent for that purpose.
• The Agent shall not be obliged to carry out on behalf of any Operating Entity:
• any customer identification procedures (know your customer), nor any other checks of any kind in relation to any person; or
• any verification regarding the possibility that any transaction contemplated in this Agreement may be unlawful for any Operating Entity,

and each of the Operating Entities confirms to the Agent that they shall be solely responsible for carrying out any checks that need to be performed and that they shall not be entitled to rely on the procedures carried out by the Agent for that purpose.

• Without prejudice to any provision set out in any Financing Document for the purpose of excluding or limiting the Agent’s liability, any liability arising for the Agent under, or in connection with, any Financing Document shall be limited to the amount corresponding to the specific losses incurred (calculated by reference to the date on which the relevant breach by the Agent occurred or, if later, the date on which such losses arose as a consequence of that breach), without taking into account for these purposes any particular conditions or circumstances known to the Agent at any time and which increase the amount of the said losses. The Agent shall not be liable under any circumstances for any loss of revenue, goodwill, reputation, business opportunity or anticipated savings, or for special, exemplary, indirect or consequential damages, regardless of whether or not the Agent has been warned of the possibility of incurring such damages or losses.
• Indemnification of the Operating Entities to the Agent

Each of the Operating Entities (in proportion to its share in the Working Capital Facilities or, if these are equal to zero, in the proportion existing immediately prior to their reduction to zero) shall indemnify the Agent within three (3) Business Days immediately following receipt of a request to that effect, against any expense, loss or liability (including, without limitation,

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for negligence or any other type of liability whatsoever) incurred by the Agent (provided that such has not been caused as a result of the Agent’s own gross negligence or wilful misconduct) (or, in the case of any expense, loss or liability under Clause17.9 (Interruption of Payment Systems, etc.), including in the event of negligence, gross negligence or any other form of liability on the part of the Agent, excluding for these purposes any claim arising from any wilful misconduct on the part of the Agent) whilst acting as Agent under the Financing Documents (except where any Obligor has reimbursed the Agent for the relevant amounts in accordance with a Financing Document).

• Termination of the Agent
• The Agent may resign from its appointment and designate one of its Affiliates operating through an office in Spain as the new Agent, subject to prior notification to the Operating Entities and the Obligors’ Agent.
• Alternatively, the Agent may resign from its appointment by giving thirty (30) days’ notice to the Operating Entities and the Obligated Parties’ Agent, in which case the Majority of Operating Entities (after consulting with the Obligated Parties’ Agent) may appoint a new Agent.
• If the Majority of Operating Entities has not appointed a new Agent in accordance with the foregoi (b) within thirty (30) days of receiving the relevant notice of resignation, the outgoing Agent (after consulting with the Obligated Parties’ Agent) may appoint a new Agent (operating through an office in Spain).
• In the event that the Agent wishes to resign from their appointment on the grounds that (acting reasonably) their continued service in that capacity is no longer appropriate, and provided that it is authorised to appoint a new Agent in accordance with the terms set out in section (c) above, the Agent may (if it determines (acting reasonably) that it is necessary for the purpose of persuading the proposed new Agent to enter into this Agreement as an Agent) agree with the proposed new Agent to make amendments to this Clause13 (Agent) and any other provision contained in this Agreement relating to the rights or obligations of the Agent on terms consistent with current market practice regarding the appointment and protection of such agents, together with any reasonable amendments in relation to the applicable agency commission that are consistent with the customary rates applicable to the new Agent, all such amendments being binding on the Parties.
• The outgoing Agent shall, at its own expense, make available to the new Agent all documentation and information, and shall provide such assistance, as the new Agent may reasonably request for the purposes of performing its duties as Agent under the Financing Documents. The Obligors’ Agent shall, within three (3) Business Days of being so requested, reimburse the outgoing Agent for the amounts corresponding to all costs and expenses (including, for these purposes, lawyers’ fees) reasonably incurred by the latter for the purpose of making the aforementioned documentation and information available to the new Agent and providing the assistance referred to.
• The Agent’s resignation shall only take effect upon the new Agent’s acceptance of

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• their appointment.
• As soon as the new Agent is appointed, the outgoing Agent shall be released from any obligations in relation to the Financing Documents (except for its obligations under paragraph‎ (b) above), although it shall retain the right to benefit from the provisions of Clause8.3 (Indemnity to the Agent) and this Clause13 (Agent) (and the agency commission, if any, due to the outgoing Agent shall cease to accrue from (and shall be paid on) that date). The new Agent and the other Parties shall have the same rights and obligations towards one another as they would have had if the new Agent had been one of the original Parties to this Agreement.
• Following consultation with the Obligors’ Agent, the Majority of Operating Entities may, by notice to the Agent, require the Agent to resign from their appointment in accordance with the provisions of the preceding paragraph (b) . In such an event, the Agent shall resign from their appointment in accordance with the provisions of the preceding paragraph (b) .
• The Agent shall resign from its appointment in accordance with the provisions of the preceding paragraph (b) (and, to the extent applicable, shall use its best endeavours to appoint a new Agent in accordance with the provisions of the preceding paragraph (c) ) if, on (or after) the date falling three (3) months prior to the earliest FATCA Application Date in relation to any payment made to the Agent under the Financing Documents, any of the following circumstances arises:
• an Operating Entity reasonably believes that the Agent will not qualify as a FATCA Exempt Party (or will cease to qualify as such) on or after such FATCA Application Date;
• if it can be inferred from the information provided by the Agent that the Agent will not qualify as a FATCA Exempt Party (or will cease to qualify) on or after the FATCA Effective Date; or
• the Agent notifies the Obligors’ Agent and the Operating Entities that it will not have (or will cease to have) FATCA Exempt Party status on or after the FATCA Application Date;

and (in any event) the Reporting Agent or an Operating Entity reasonably believes that any of the Parties will be required to make a FATCA Withholding, which would not have been required had the Agent been a FATCA Exempt Party, and the Agent of the Obligors or such Operating Entity requires the Agent to resign by giving express notice to that effect.

• The new Agent appointed or designated in accordance with the preceding paragraphs shall be appointed or designated simultaneously as ‘Agent’ under the Master Loan Agreement.
• Confidentiality
• The actions carried out by the Agent shall be deemed to have been performed by the division responsible for managing agency functions in similar transactions. That

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• division shall be regarded as an entity independent of the Agent’s other divisions or departments.
• Should any of the Agent’s other divisions or departments receive any information, such information shall be treated as proprietary and confidential to that division or department and, consequently, shall not be deemed to have been received by the Agent.
• Relationship with Operating Entities
• The Agent may treat the person listed in its records as the Operating Entity at the start of each working day (at the location corresponding to the Agent’s head office, as notified to the Financial Parties at any time) as the Operating Entity acting through its Financing Office:
• authorised to receive, or responsible for making, any payment due in connection with any Financing Document on that day; and
• authorised to receive, and to act upon receipt of, any notice, request, document or communication, or to make any decision or adopt any resolution pursuant to any Financing Document executed or granted on such day,

unless it has received notice to the contrary from such Operating Entity at least five (5) Business Days in advance, in accordance with the terms of this Agreement.

• Any Operating Entity may notify the Agent of the appointment of a contact person to receive on its behalf all notices, communications, information and documents to be delivered (or sent) to such Operating Entity pursuant to the Financing Documents. The notification shall specify the address, fax number and (where communication by email or other electronic means is permitted in accordance with Clause19.5 (Electronic Communication)), the email address and/or any other information required to enable the transmission and receipt of information by such means (and, in each case, the department or contact person, if any, to whom the communication is to be addressed), and shall be deemed to constitute notification by the said Operating Entity of an alternative address, fax number, email address, department and contact person, for the purposes of Clause19.2 (Addresses) and sub-clause (a)( ii) of Clause19.5 (Electronic Communication), and the Agent may regard that person as authorised to receive all the aforementioned notifications, communications, information and documents as if they were the Operating Entity itself.
• Credit assessment by the Operating Entities

Without prejudice to the liability of any Obligor for the information provided by it or on its behalf in relation to any Financing Document, each of the Operating Entities confirms to the Agent that it has been, and shall continue to be, the sole responsible for conducting its own independent assessment and investigation of all risks arising from, or relating to, any Financing Document, including, by way of example:

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• the financial position, status and nature of each member of the Group;
• the legality, validity, effectiveness, suitability or enforceability of any Financing Document and of any other contract, agreement or document previously granted, executed or entered into pursuant to, or in connection with, any Financing Document;
• whether such Operating Entity has recourse, and the nature and extent of such recourse, against any Party or against any of their respective assets under, or in connection with, any Financing Document, the transactions contemplated by the Financing Documents or any other contract, agreement or document previously granted, executed or entered into pursuant to, or in connection with, any Financing Document; and
• the adequacy, accuracy or completeness of any other information provided by the Agent, by any Party or by any other person pursuant to, or in connection with, any Financing Document, the transactions contemplated by any Financing Document, or any other contract, agreement or document previously executed, entered into or signed pursuant to, or in connection with, any Financing Document.
• Set-off against amounts payable by the Agent

If any Party owes an amount to the Agent under the Financing Documents, the Agent shall be entitled, upon notice to such Party, to set off such amount against any payments which the Agent is obliged to make to the Party concerned, and to apply the amount so set off towards the payment of the amount owed. In such a case, the Party concerned shall be deemed to have received in full the amount that was initially to be paid by the Agent.

• MANAGEMENT OF THE BUSINESS BY THE FINANCIAL PARTIES

None of the clauses of this Agreement constitutes:

• an interference with the right of any of the Financial Parties to manage their affairs (tax or otherwise) as they see fit;
• an obligation on the part of any of the Financial Parties to investigate or claim any credit, relief, exemption or refund available to them, or the scope, order and manner of any such claim; nor
• an obligation on the part of any of the Financial Parties to disclose information relating to their affairs (whether of a tax nature or otherwise) or any calculations they make for tax purposes.
• REDISTRIBUTION OF PAYMENTS
• Payments made to the Financial Parties
• Subject to the provisions of paragraph (b) below, in the event that a Financial Party (“Receiving Financial Party”) receives or recovers any amount from the Obligors by means other than those provided for in Clause17 (Payments) and applies such

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• amount to satisfy payments due under the Financing Documents, then:
• the Receiving Financial Party shall, within the three (3) Business Days immediately following, notify the Agent of the details of the amounts received or recovered;
• the Agent shall determine whether the amount received or recovered exceeds the amount that the Receiving Finance Party would have been entitled to receive in accordance with Clause17 (Payments), without taking into account any Taxes to which the Agent would be subject in connection with the receipt, recovery or distribution of the amounts in question; and
• the Receiving Financial Party shall, within three (3) Business Days following the Agent’s request to that effect, pay the Agent an amount (the “Distributable Payment”) equal to the difference between the amount received or recovered and the amount that would actually have been due to the Receiving Financial Party had it made the distribution in accordance with Clause‎17 (Payments).
• For the avoidance of doubt, the provisions of paragraph (a) above shall not apply to any amount obtained from CESCE or ICO under the relevant CESCE Policies or ICO Guarantees.
• Redistribution of payments

The Agent shall treat the Distributable Payment as an amount paid by the Obligor in question and, consequently, shall distribute it amongst the Financial Parties (other than the Receiving Financial Party) (the “Distributing Financial Parties”) in accordance with Clause17.6 (Partial payments) in satisfaction of the obligations of that Obligor towards the Distributing Financial Parties.

• Rights of the Receiving Financial Party

In relation to distributions made by the Agent in accordance with Clause15.2 (Redistribution of payments), the amount corresponding to the Distributable Payment shall not be regarded as an amount paid by the Obligor to the Receiving Financial Party.

• Returns

In the event that any Distributable Payment delivered by a Receiving Financial Party is required to be returned to the Obligor and is refunded by that Receiving Financial Party, then:

• Each Distributing Financial Party that has received any amount of the Distributable Payment in accordance with Clause15.2 (Redistribution of payments) shall, upon the Agent’s request, pay to the Agent, for delivery to the Receiving Financial Party, an amount equal to the amount it received in the Distributable Payment (together with an amount proportional to any interest or compensation which, where applicable, the Receiving Financial Party would have to repay to the Obligor) (the “Redistributed Amount”); and

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• for the purposes of the relationship between the relevant Obligor and the Distributing Financial Party, the amount corresponding to the Redistributed Amount shall not be regarded as an amount paid by the Obligor.
• Exceptions
• This Clause‎15 (Redistribution of payments) shall not apply to the extent that the Receiving Financial Party does not become the holder, once the payments required in accordance with this Clause‎15 (Redistribution of payments) have been made, of an enforceable claim against the Obligors.
• A Receiving Financial Party shall not be obliged to share with the other Financial Parties any amounts it may have received as a result of any judicial or arbitration proceedings in the event that:
• it has notified the other Financial Parties of the commencement of such proceedings; and
• the other Financial Parties have had the opportunity to participate in such proceedings, but have not done so within a reasonable period of time having been duly notified, nor have they initiated any separate judicial or arbitration proceedings.
• ACCESSION BY NON-SIGNATORY OPERATING ENTITIES
• Prior to the Signing Date, the Obligors have invited all Operating Entities to sign this Agreement and the applicable Global Financing Documents to which they are to be a party.
• Notwithstanding that the Non-Signatory Operating Entities have not signed this Agreement on the Signing Date, the Non-Signatory Operating Entities shall become parties to this Agreement and to the other Global Financing Documents to which they are required to be parties for all legal and contractual purposes on the earlier of the following dates:
• the date on which they accede to this Agreement pursuant to the Letters of Election; and
• the date of issue of the Order of Approval,

all in accordance with the provisions of the Restructuring Plan.

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SECTION 7 ADMINISTRATION

• PAYMENTS
• Payments to the Agent
• On each date on which an Obligor is required to make a payment under any Financing Document, such Obligor shall make the relevant amounts available to the Agent (unless otherwise provided in the Financing Documents) with a value date of the day on which the payment is due, at the time and in the manner specified by the Agent as customary at that time for the settlement of transactions in the relevant currency at the place of payment.
• Payments to the Agent shall be made to the account specified by the Agent from time to time.
• Distributions by the Agent and Proportionality of Payments
• Any payment received by the Agent in accordance with the Financing Documents for distribution to other Parties, and subject to the provisions of Clause17.4 (Distributions to an Obligor) and Clause17.5 (Return of payments), shall be made available by the Agent to the relevant Party as soon as possible and to the account that such Party has notified to the Agent five (5) Business Days prior to the date on which the payment is due.
• All payments of Principal and/or interest (or applicable financial remuneration) received by the Operating Entities, whether through the Agent or by any other means (including the exercise of a right of set-off), shall be proportional to their respective share of the Principal under the Working Capital Facilities. Any Operating Entity receiving payments in respect of any Working Capital Facility that do not comply with such proportionality shall immediately make the total payment received available to the Agent for the purposes of appropriate redistribution amongst the Operating Entities in accordance with the provisions of Clause15 (Redistribution of payments).

Without prejudice to the exception set out in the following paragraph, the proportionality regime provided for in this section shall also apply in the event that any of the Operating Entities has received a higher amount than the other Operating Entities pursuant to Article 280.7 of the Insolvency Act, unless such entity, prior to filing for insolvency proceedings against the Obligor in question, had offered the other Operating Entities the possibility of filing a joint application for insolvency proceedings through the Agent and such joint application had not been agreed by the Majority of Operating Entities within a maximum period of five (5) Business Days. To this end, the Operating Entities agree that, subject to the agreement of the aforementioned Majority of Operating Entities to that effect, the Agent may file for the declaration of insolvency of such Obligor in the name and on behalf of those Operating Entities that voted in favour of the insolvency application.

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Likewise, the Operating Entities expressly agree that the proportionality regime provided for in this Clause‎17.2 (Distributions by the Agent and proportionality in payments) shall not apply to any amounts of principal and/or interest (or financial remuneration as applicable) that may, where applicable, to be received by any Operating Entities which, in the event of an Obligor’s insolvency and pursuant to Article 281.5 of the Insolvency Act, should be considered subordinated creditors because they are determined to be persons specially related to the Obligor declared insolvent.

• The proportional distribution rule described in section (b) above shall not apply:
• in the event of the mandatory early repayment or redemption provided for in Clause 5.4(a) (Illegality), in which case the corresponding payment shall be made exclusively to the affected Operating Entity;
• to payments made from the ***, in which case the corresponding payment shall be made exclusively to the Operating Entities participating in the Circulating Lines (New Money); and
• to payments made from the Cash Sweep Account, in which case the corresponding payment shall be made exclusively to the Operating Entities participating in the Cash Lines (Old Money).
• Application by the Operating Entities of the Principal amounts received
• Subject to the provisions of paragraphs (b) and (c) below, any Principal amount received by an Operating Entity in accordance with the provisions of Clause17.2 (Distributions by the Agent and Proportionality of Payments) above shall be applied by that Operating Entity to its Working Capital Facilities in proportion to the outstanding balance of the Principal corresponding thereto that is liquid, due and payable on the date of application.
• Exceptionally, amounts received by way of repayment or early redemption shall be allocated by each Operating Entity in accordance with the following order of priority:
• first, to its Working Capital Lines (New Money); and
• second, to its Working Capital Lines (Old Money),

in each of the preceding sections, the amounts shall be distributed amongst the Working Capital Lines included in that section in proportion to the outstanding balance of the principal that is liquid, due and payable in respect of the Working Capital Lines in that section on the date of application.

• Each ICO-Guaranteed Operating Entity may amend the application rules set out in paragraphs (a) and (b) above, if required by its ICO Framework Agreements or the ICO Regulations.

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• Distributions to a Debtor

The Agent may (with the consent of the Obligor or in accordance with Clause18 (Set-off)) set off or apply towards the payment of amounts due by any Obligor under the Financing Documents any amount received by the Agent for distribution or delivery to such Obligor.

• Return of payments
• In respect of any sum paid to the Agent for delivery to another Party, the Agent shall not be obliged to distribute such sum until it has been able to verify to its satisfaction that the corresponding amount has been effectively received.
• If the Agent advances or distributes any amount and it is subsequently established that the Agent did not in fact receive the corresponding sum, the party obliged to deliver the amounts giving rise to the advance made by the Agent shall immediately deliver the relevant amount to the Agent and pay interest equal to the cost of obtaining the funds by the Agent. Such interest shall be calculated on the basis of the number of days elapsing between the date on which the funds should have been received by the Agent and the actual receipt thereof.
• In particular, in accordance with the provisions of Article 1.170 of the Civil Code, should any cheque or draft delivered by the Obligors to the Agent prove uncasable, such delivery shall not have the effect of payment, nor, therefore, shall it release the Obligors from their obligations, and shall further entitle the Agent, if the Agent has made the agreed payments to other Financial Parties, to claim reimbursement from the latter.
• Partial payments
• In the event that the Agent receives an amount insufficient to satisfy the totality of the liquid, due and payable sums in accordance with the Financing Documents, the Agent shall apply such amount to the satisfaction of the corresponding obligations in accordance with the following order:
• first, to the pro rata payment of any outstanding amounts due to the Agent, in that capacity, under the Financing Documents;
• second, to the payment of default interest accrued under the Working Capital Facilities, such Working Capital Facilities being allocated in proportion to their respective outstanding Principal balances that are due and payable on that date;
• thirdly, the payment of ordinary interest (or the relevant financial remuneration) accrued under the Working Capital Facilities, such facilities being allocated in proportion to their respective outstanding balances of principal that is liquid, due and payable on that date;
• fourth, the payment of fees and commissions;
• fifth, the payment of expenses and taxes;

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• sixth, the payment of compensation and cost increases;
• seventh, the payment of enforcement costs and legal costs;
• eighth, the payment of amounts due in respect of Principal (together with any applicable Early Termination Costs, on a pro rata basis with the corresponding amount) under the Working Capital Facilities, the application of which must at all times comply with the provisions of Clause17.3 (Application by the Operating Entities of Principal amounts received); and
• ninth, to the pro rata payment of any other amounts due under the Financing Documents.
• The Agent shall alter the order set out in paragraphs (a)(i) to (a)(ix) above if so instructed by the Majority of Operating Entities.
• Payments shall be allocated first to the oldest debts; under no circumstances shall the allocation of payments to specific debts be construed as a waiver of other debts, even if they are older and arise from the same or a different source, unless such a waiver is expressly stated by the Operating Entities.
• Prohibition on set-off by the Obligors

All payments to be made by the Obligors pursuant to the Financing Documents shall be calculated and made without taking into account (or applying) any deduction for taxes, set-offs, withholdings or any other item to which they may be entitled.

• Business Days
• Any payment under the Financing Documents due on a day that is not a Business Day shall be made on the immediately following Business Day, unless such day falls within the following calendar month, in which case it shall be made on the Business Day immediately preceding that day.
• During any extension of the date on which any payment of Principal or any Outstanding Amount under this Agreement is due, ordinary interest (or financial remuneration as applicable) shall accrue on the Principal or the Outstanding Amount at the rate applicable on the original date on which the relevant payment was due.
• Interruption of Payment Systems, etc.

In the event that the Agent considers, in its opinion, that an Event of Interruption has occurred, or the Obligors’ Agent notifies the Agent of the occurrence of an Event of Interruption:

• the Agent may consult with the Obligors’ Agent (and shall do so if the Obligors’ Agent expressly requests it) regarding the measures to be adopted in relation to the operation or administration of the Financing Documents, taking into account the prevailing circumstances;

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• the Agent shall not be obliged to consult in advance with the Obligors’ Agent regarding any of the measures referred to in the preceding paragraph (a) if, in its opinion, and given the circumstances of the case, this is not feasible. Furthermore, and in any event, the Agent shall not be obliged to act in accordance with the Obligors’ Agent’s instructions in this regard;
• the Agent may consult with the Operating Entities regarding any of the measures referred to in section (a) above, although it shall not be obliged to carry out such consultation if, in its opinion, it is not possible to do so given the existing circumstances;
• the Agent shall inform the Obligated Parties’ Agent and the Financial Parties of the measures to be adopted prior to their implementation;
• any measures agreed between the Agent and the Obligors’ Agent (even if the occurrence of an Event of Default has not been definitively established) shall be binding on the Parties as if they constituted a novation (or, where applicable, a waiver) of the terms set out in the Financing Documents, without prejudice to the provisions of Clause22 (Amendments and Waivers);
• the Agent shall not be liable for any damages, costs or losses incurred by any person, nor for any diminution in value or liability of any nature (including, without limitation, those arising from its negligence, gross negligence or any other form of liability, excluding for these purposes any claim arising from any wilful misconduct on the part of the Agent) resulting from the taking (or omission) of any action in accordance with, or in relation to, this Clause17 (Payments); and
• the Agent shall notify the Operating Entities of all measures agreed in accordance with the provisions of section (d) above.
• Erroneous Payments
• If the Agent makes any payment to another Party and subsequently notifies that Party that the payment was an Erroneous Payment, the Party to whom the Agent has paid such amount must immediately (and without any further requirement) return it in full to the Agent.
• Regardless of whether they arise from this Clause‎17.10 (Erroneous Payments) or not:
• the obligations of any Party towards the Agent; and
• any right of the Agent,

in relation to an Erroneous Payment, shall not be affected in any way by any act, omission, circumstance or matter which (save for this paragraph (b)) might reduce, discharge or prejudice such obligations or rights.

• All payments that a Party is required to make to the Agent (whether pursuant to this Clause‎17.10 (Erroneous Payments) or for any other reason) in connection with an Erroneous Payment shall be calculated and made without (and shall be free from

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• any deduction or reduction in respect of) any right of set-off or claim.
• For the purposes of this Agreement, “Erroneous Payment” means any payment made by the Agent to another Party which the Agent determines (in its sole discretion) to have been made in error.
• SET-OFF
• The Obligors expressly authorise each of the Financial Parties to apply any balances in their favour held with the Financial Parties, whether in current, savings, credit, fixed-term or any other present or future deposit accounts, towards the payment of any amounts due, payable and outstanding by them under the Financing Documents. Such authorisation includes the conversion by any Financial Party from one currency to another at a market exchange rate in the ordinary course of its business.
• With regard to securities of all kinds deposited with the Financial Parties by any of the Obligors, the latter authorise the former, to the extent legally possible, to proceed with their sale in order to offset, with the proceeds obtained, the obligations assumed by the Obligors under the Financing Documents. To this end, the Obligors empower the Financial Parties to sign and execute any document that may be necessary or expedient and on such terms as they deem appropriate, and expressly authorise them to engage in self-dealing.
• NOTIFICATIONS
• r written communications

All requests, notifications, notices and communications in general relating to the Financing Documents or arising therefrom, and for which no specific formality is required, shall be deemed to have been duly made when, with the necessary advance notice, they are sent by letter or fax.

• Addresses

The addresses and fax numbers (and, where applicable, the persons or departments) to which any requests, notifications, notices and communications in general must be addressed are those set out in ANNEX 9 (Notifications).

Any change to the addresses specified in this Contract shall have no effect until it has been duly notified to the Agent or the Obligors’ Agent, as the case may be, at least five (5) Business Days in advance.

• Delivery
• Any request, notification, notice and communication in general relating to the Financing Documents (or arising therefrom) shall only be effective:
• in the case of a fax, when it has been received in a legible form; or
• in the case of letters, when they have been received by the addressee in

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• question at the relevant address, or five (5) working days after delivery to a post office or courier service,

and, in any event, provided that they are addressed to the departments, offices and contact persons indicated in Clause19.2 (Addresses).

• Any communication or document to be sent or delivered to the Agent shall only take effect upon receipt by the Agent, and, therefore, only if it has been expressly specified that the relevant recipient is the department or contact person identified in Clause19.2 (Addresses), or, where applicable, any alternative department or contact person that the Agent may have designated for this purpose.
• All notifications received from, or addressed to, any Obligated Party shall necessarily be channelled through the Agent, who in turn shall forward them to the Operating Entities as set out in this Agreement, it being understood that, once received by the Agent, they shall also be deemed to have been received by the Operating Entities.

Similarly, general communications relating to this Agreement and those referring to it as a whole that are to be issued by the Operating Entities and addressed to the Obligated Parties shall necessarily be channelled through the Agent.

• Any communication or document made or delivered to the Agent by the Obligated Parties in accordance with this Clause‎19.3 (Delivery) shall be deemed to have been made or delivered to each of the Obligated Parties.
• Any communication or document that is effective, in accordance with the provisions of sections (a) to (d) above, after 5:00 p.m. at the place where it is received, shall be deemed to be effective only on the following day.
• Notification of address and fax number

As soon as the Agent changes their address or fax number, they shall notify the other Parties in a timely manner.

• Electronic communication
• Any communication between any two Parties under, or in connection with, the Financing Documents may be made by email or other electronic means provided that the said two Parties expressly agree to this form of communication between them (and unless at any time either of them decides otherwise and notifies the other accordingly) and provided that both Parties:
• provide each other in writing with their email addresses and/or any other information required to enable the sending and receiving of information by such means; and
• notify each other of any change to their email address or any other information previously provided by them at least five (5) Business Days in advance.

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• Any electronic communication between the two Parties shall only take effect from the moment it is actually received in a legible format and, in the case of any electronic communication made by a Party to the Agent, only if it is addressed in the manner specified for that purpose by the Agent.
• Any electronic communication that is effective, in accordance with the provisions of the preceding paragraph (b) , after 5:00 p.m. at the place where it is received, shall be deemed to be effective only on the following day.
• Language

All requests, notifications, notices, communications and any other documents in general that refer to, or are delivered in connection with, the Financing Documents or arise therefrom shall be drafted in Spanish , except in the case of Security Documents created over assets situated outside Spain, in which case such communications shall be drafted in English .

• PARTIAL INVALIDITY

If at any time any provision contained in a Financing Document is deemed unlawful, void or unenforceable under the laws of any competent jurisdiction, the legality, validity or enforceability of the remaining provisions of this Agreement, or the legality, validity or enforceability of such provision under the laws of any other competent jurisdiction, shall not be affected or impaired in any way by such circumstance.

• RESERVATION OF RIGHTS

Any failure or delay on the part of the Agent or any of the Lending Parties to exercise any right or take any action under a Financing Document shall not be deemed a waiver by any of them nor a ratification of the terms of the Financing Documents. Under no circumstances shall the terms of any Financing Document be deemed to have been ratified by a Financial Party unless such ratification is made in writing. The single or partial exercise of any right or remedy shall not preclude the subsequent exercise of the same or the exercise of any other right or remedy. The rights and remedies set out in each of the Financing Documents are cumulative and do not exclude any rights or remedies provided for by law.

• AMENDMENTS AND WAIVERS
• Amendments or specific waivers
• The terms of the Financing Documents (except for the matters set out in Clause22.2 (Matters requiring unanimity) and Clause22.3 (Other exceptions) below) may only be amended (or their enforceability waived) by agreement of the Operating Borrowers, the Guarantors (in those documents to which they are party) and the Majority of Operating Entities.
• Any decision which, in accordance with the provisions of the Financing Documents, must be adopted by the Majority of Operating Entities shall be binding on all Operating Entities.

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• Subject to the provisions of paragraph (c) of Clause13.1 (Appointment of the Agent), once the consent of the Majority of Operating Entities has been obtained, the Agent shall be authorised to execute the relevant amendment agreements or authorisation documents on behalf of and in the name of all the Operating Entities (the latter waiving their right to appear in their own name and right).
• Each Obligor consents to any modification or waiver of the enforceability of compliance (“waiver”) of any term of any of the Financing Documents agreed by the Agent on behalf of the Obligors.
• Matters requiring unanimity

Notwithstanding the provisions of Clause22.1 ( Specific amendments or waivers)) , the prior consent of all Operating Entities shall be required to amend or waive compliance with any term of any of the Financing Documents affecting any of the following matters:

• the definition of “Majority of Operating Entities” set out in Clause1.1 (Definitions);
• the extension of the period within which any amount is to be paid under the Financing Documents, except in the following cases:
• where reference is made to the terms of the Working Capital Facilities that have not been amended (or modified) under this Agreement, provided that such extension does not affect the rights of the other Operating Entities; and
• in respect of any agency commission payable by Wallbox Chargers to the Agent;
• changes to the Operating Debtors or the Obligors that are not in accordance with the provisions of the Financing Documents (including, without limitation, as a result of a Permitted Disposal) ;
• any modification of the scope or nature of the warranties and indemnities granted under Clause10 (First Demand Warranty) and of any Security Interest in the Transaction;
• any Clause expressly requiring the consent of all Operating Entities;
• any amendment or decision relating to the definition of “Sanctions” set out in Clause1.1 (Definitions), in section29 (Sanctions) of ANNEX 12 (Representations) or in section‎35 (Sanctions) of ANNEX 14 (General Obligations); and
• Clause5 (Terms common to all Working Capital Facilities); sections8 (Cash-pooling) and30 (Bank Accounts) of ANNEX 14 (General Obligations), this Clause22 (Amendments and waivers), Clause28 (Governing law) or Clause29 (Jurisdiction).
• Other exceptions

Notwithstanding the provisions of Clause22.1 (Specific modifications or authorisations (“waivers”)) above:

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• any amendment to the powers conferred on the Agent may not be made without the Agent’s consent;
• the enforcement of the Security Interests in the Transaction must be approved by a majority of the Operating Entities;
• any amendment or waiver relating to the terms of the Working Capital Facilities that have not been amended (or regulated) under this Agreement (or any other Financing Document) and that does not in any way affect the rights of the other Operating Entities or the Financing Documents shall require only the prior consent of the relevant Lending Entity, Confirming Institution or Factoring Institution (as applicable); and
• any amendment or waiver which:
• relates solely and exclusively to a type (or sub-class) of Working Capital Facilities (such as, for example, Working Capital Facilities (New Money) and, within these, Credit Facilities (New Money) or Confirming Facilities (New Money)); and
• does not in any way affect the rights or obligations of the remaining Operating Entities and classes (or sub-classes) of Working Capital Lines,

it shall require only the prior consent of the Operating Entities participating in that class (or sub-class) of Working Capital Facilities, adopted by unanimous agreement or a “majority” of such Operating Entities (applying “mutatis mutandis” the general decision-making regime provided for in this Agreement to the decision or matter in question).

For these purposes, “majority” shall be understood to mean the group of Operating Entities holding, within the class or sub-class of Working Capital Facilities in question, the shareholding specified in the definition of “Majority of Operating Entities” by reference solely to that class or sub-class.

• OPERATIONAL INCIDENTS
• The Obligors acknowledge and accept that, in order for the Operating Entities to be able to carry out the actions necessary to fulfil their obligations under this Agreement, the operating systems habitually and necessarily used for such purposes must be available and functioning correctly, that is to say, the entire financial system and the human resources, computer, electronic or telematic systems and platforms (including, by way of example and without limitation, payment systems, cash and securities clearing and settlement systems, or communication and information transmission systems), whether owned by the Obligated Parties or by third parties (the “Operating Systems”).
• The Obligated Parties acknowledge and accept that, in accordance with Article 1.105 of the Civil Code, the Operating Entities do not guarantee the availability or proper functioning of the Operating Systems and that, therefore, the Operating Entities assume no liability or obligation to pay compensation for incidents of any kind

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• (whether IT or security-related, failures, delays, errors or omissions), temporary or permanent suspensions of the Operating Systems, or for any other unforeseeable and/or unavoidable circumstance, incident or event, or force majeure, which affects or may affect the normal performance of their obligations under this Agreement.
• Likewise, the Operating Entities acknowledge and accept the provisions of the preceding paragraph with regard to the Agent.
• In the event that the Obligors are unable to make the payments due on the relevant payment dates in accordance with the provisions of this Agreement due to incidents affecting the Agent’s Operating Systems, the Operating Entities shall not hold the Obligors liable for the delay in payment, and the Obligors shall be obliged to make the payment as soon as operationally possible.
• VAT AND INHERITANCE AND GIFT TAX
• The parties declare that this Contract constitutes a transaction subject to Value Added Tax, but exempt therefrom in accordance with Article 20.1, number 18, paragraph c) of Law 37/1992 of 28 December.
• This Contract is not subject to Property Transfer Tax and Stamp Duty, in accordance with Articles 7.5 and 31.2 of the Consolidated Text of said Tax approved by Royal Legislative Decree 1/1993 of 24 September.
• CONFIDENTIALITY
• Confidential Information

Each of the Financial Parties agrees to keep all Confidential Information confidential and not to disclose it, except to the extent permitted by Clause25.2 (Disclosure of Confidential Information) below, and to ensure that all Confidential Information is protected by the security measures and with the duty of care that it would apply to its own confidential information.

• Disclosure of Confidential Information

The Financial Parties may disclose:

• to any of their Affiliates and related funds and to any of their directors, officers, employees, professional advisers, auditors, partners and Representatives, such Confidential Information as the Financial Party deems appropriate, provided that any person to whom the Confidential Information is to be disclosed in accordance with this paragraph (a) is informed in writing of its confidential nature and that all or part of such Confidential Information may be sensitive and affect any prices on organised securities markets, although this notification requirement shall not apply if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by confidentiality requirements in relation to the Confidential Information;
• to any central bank or federal reserve in favour of which a Financial Party has created

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• any charge, lien or Security Interest over the Financial Parties’ rights under the Financing Documents, such Confidential Information as that Financial Party deems appropriate;
• to any person generally:
• to (or through) whom it assigns (or may potentially assign) all or any of its rights and/or obligations under one or more of the Financing Documents or who replaces it (or may potentially replace it) as Agent and, in any event, to any of the Affiliates, related funds, Representatives and professional advisers of such person;
• with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation relating to, or any other transaction under which payments are to be, or may be, made in connection with, one or more Financing Documents and/or one or more Obligors, as well as to any of the Affiliates, linked funds, Representatives and professional advisers of such person;
• designated by any Financial Party or other person to whom the provisions of section (c) (i) or (( ii) above, to receive on their behalf communications, notices, information or documents delivered in accordance with the Financing Documents (including, without limitation, any person designated under section (b) of Clause13.13 (Relationship with Operating Entities));
• which invests in, or otherwise finances (or could theoretically invest in, or otherwise finance), directly or indirectly, any transaction referred to in sub-clause (c) (i) or (c)( ii) above;
• to whom the information must be disclosed by order of a competent court or tribunal, or by any governmental, banking, tax or other regulatory authority, or similar body, by the rules of any securities market or in accordance with any applicable law or regulation;
• to whom the information must be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative proceedings or any other investigation, proceeding or dispute;
• who is a Party; or
• with the consent of the Obligors’ Agent,

in each case, such Confidential Information as such Financial Party deems appropriate if:

• in relation to sections (c) (i) , ‎‎ (c)( ii) and ‎ (( iii) as set out above, the person to whom the Confidential Information is to be disclosed must have signed a Confidentiality Agreement, although such a Confidentiality Agreement shall not be required if the recipient of the information is a professional adviser and is subject to

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• professional obligations to maintain the confidentiality of the Confidential Information;
• in relation to the previous section‎ (c)( iv) , the person to whom the Confidential Information is to be disclosed has signed a Confidentiality Undertaking or is otherwise bound by confidentiality requirements in relation to the Confidential Information received, and is informed that all or part of such Confidential Information may be sensitive information and may affect any prices on organised securities markets; and
• in relation to sections‎ (c) (v) and ( (vi) above, the person to whom the Confidential Information is to be disclosed has been informed of its confidential nature and that all or part of such Confidential Information may constitute sensitive information and affect any prices on organised securities markets, although there shall be no disclosure requirement if, in the opinion of that Financial Party, it is not possible to do so in the prevailing circumstances;
• to any person appointed by that Financial Party or by a person to whom the provisions of section‎ (c) (i) or ‎ (c)( ii) above apply, to provide administrative or settlement services in relation to one or more of the Financing Documents, including, but not limited to, in connection with the negotiation of any interest in relation to the Financing Documents, such Confidential Information as may be necessary to enable that service provider to perform any of the services referred to in this section ( provided that the latter has entered into a confidentiality agreement, substantially in the form of the so-called LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers published by the LMA, or any other model confidentiality undertaking agreed between the Obligors’ Agent and the relevant Financial Party;
• to CESCE (and its directors, board members, employees, professional advisers, auditors, partners and Representatives) such Confidential Information as that Financial Party deems appropriate;
• to the competent court handling the judicial approval of the Restructuring Plan;
• to any credit rating agency (including its professional advisers) such Confidential Information as may be necessary for that rating agency to carry out its ordinary rating activities in relation to the Financing Documents and/or the Obligors, provided that the agency to which the Confidential Information is to be disclosed is informed of its confidential nature and that all or part of such Confidential Information may constitute sensitive information and affect any quotations on organised securities markets; and
• such general information regarding the Financing Documents or the functions performed by the Operating Entities within the framework thereof as the Operating Entities may disclose for inclusion in industry-specific tables or rankings. The disclosure of any other additional information shall require the prior authorisation of the Obligors’ Agent, requested through the Agent.

10333209683-v26	-104 -	66-41098248

• Disclosure to numbering service providers
• Any of the Financial Parties may disclose to any national or international numbering service provider appointed by that Financial Party to provide numbering services in relation to the Financing Documents and/or to one or more Obligors, the following information:
• names of Obligors;
• country of residence of the Obligors;
• place of incorporation of the Obligors;
• the date of this Agreement;
• 28 ;
• name of the Agent;
• date of each amendment and update to this Agreement;
• amount of the Working Capital Facilities;
• Currency;
• Maturity Date (New Money);
• Maturity Date;
• changes to any information previously provided in accordance with sections (i) to (xi) above; and
• the remaining information agreed between that Financial Party and the Obligors’ Agent,

in such a way as to enable the numbering service provider to provide its standard number allocation services for syndicated loans.

• The Parties acknowledge and agree that each identification number assigned to a Financing Document and/or to one or more Obligors by a numbering service provider, as well as the information associated with each of such numbers, may be disclosed to users of its services in accordance with the standard terms and conditions of the said numbering service provider.
• Each Obligor represents that none of the information referred to in points (i) to( xiii) of section (a) above is, or will at any time be, sensitive unpublished information that may affect the prices of any securities issued and listed on organised markets.
• The Agent shall notify the Obligors’ Agent and the other Financial Parties of:
• the name of any numbering service provider appointed by the Agent in

10333209683-v26	-105 -	66-41098248

• relation to a Financing Document and/or one or more Obligors; and
• the number or, where applicable, the numbers assigned to a Financing Document and/or to one or more Obligors by the aforementioned numbering service provider.
• Entire Agreement

This Clause25 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Financial Parties under the Financing Documents concerning Confidential Information, and supersedes any prior agreement, whether express or implied, in relation to Confidential Information.

• Inside Information

Each of the Financial Parties acknowledges that all or part of the Confidential Information is, or may be, sensitive information that may affect any quotations on organised securities markets, and that the use of such information may be regulated or prohibited by applicable law, including legislation relating to insider dealing and market manipulation, and each of the Financial Parties undertakes not to use any Confidential Information for any unlawful purpose.

• Notification of disclosure

All Financial Parties agree (to the extent permitted by applicable laws and regulations) to inform the Obligors’ Agent:

• the circumstances relating to any disclosure of Confidential Information made in accordance with the provisions of section‎ (c) (v) of the preceding Clause25.2 (Disclosure of Confidential Information), except where such disclosure is made to any of the persons referred to in that section in the ordinary course of their supervisory or regulatory duties; and
• upon becoming aware that Confidential Information has been disclosed in breach of the provisions of this Clause25 (Confidentiality).
• Ongoing obligations

The obligations set out in this Clause25 (Confidentiality) are ongoing and, in particular, shall continue to apply and remain binding on all Financial Parties for a period of twenty-four (24) months from the earlier of the following dates:

• the Termination Date; and
• the date on which any of the Financial Parties ceases to hold such status in any other way.
• DATA PROTECTION
• In order to provide the services and fulfil the obligations set out in this Agreement, it is necessary for the Parties to process personal data relating to their respective

10333209683-v26	-106 -	66-41098248

• representatives or contact persons, as well as those of third parties – for example, employees, collaborators, or other persons performing a function or providing services for any other Party. Such data shall be limited to the minimum necessary for professional contact purposes and shall be processed by and under the responsibility of each Party for the purpose of managing, maintaining, developing and monitoring the contractual relationship between the Parties and for the fulfilment of their respective legal obligations.
• The legal basis for the processing of the data is the legitimate interest of the Parties in the maintenance, management and performance of this Contract, as well as the fulfilment of their legal obligations, and no disclosure to third parties is envisaged, unless this is essential for the performance and execution of the services covered by the Contract or is necessary to comply with a legal obligation.
• The data subject to processing shall be retained for the duration of this Contract and, where applicable, thereafter to the extent that contact and any commercial relations between the Parties are maintained.
• Where the processing of personal data is no longer necessary for the purposes set out in this Clause26 (Data Protection), the data shall be retained by the Parties in a duly restricted form, which shall mean that neither Party shall carry out any processing other than its retention for the purpose of making it available to the competent public authorities, judges and courts or the Public Prosecutor’s Office; to address any potential liabilities arising from the contractual relationship or those related to the processing of the data. The data shall be retained by the Parties in a blocked format for the periods provided for in the applicable legal provisions or, where applicable, for the limitation periods of actions arising from the contractual relationship between the Parties, with the data being physically deleted or completely anonymised once these periods have elapsed.
• Data subjects whose personal data are provided by the Parties in accordance with the provisions of the preceding paragraphs may, at any time, exercise their rights of access, rectification, objection, erasure, portability, restriction of processing, and any other applicable rights, by means of a written request addressed to the addresses indicated on the web (Notifications).
• Furthermore, data subjects have the right to seek the protection of the Spanish Data Protection Agency via its website www.aepd.es.

SECTION 8 PUBLICATION, APPLICABLE LAW AND ENFORCEMENT

• Notarisation

The Parties shall deliver an original copy of this Agreement to the Notary of the Madrid Bar Association, Mr Francisco Miras Ortiz, for the purpose of having it notarised, at the place and on the date set out at the beginning of this document, with the corresponding notarial fees (including those relating to the issue of first copies (with or without enforceable effect)) to be borne by Wallbox Chargers.

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• GOVERNING LAW

This Agreement and any non-contractual obligations arising therefrom shall be governed by and construed in accordance with Spanish law.

• JURISDICTION

To the extent that such submission is legally permissible, each party to this Agreement irrevocably submits, expressly waiving any jurisdiction to which it might otherwise be entitled, to the jurisdiction of the Courts and Tribunals of the city of Madrid (Spain) for the hearing and resolution of any claim that may arise from the performance or interpretation of this Agreement (including, for these purposes, any dispute relating to its existence, validity or expiry) and of the non-contractual obligations relating thereto.

[Signature pages and annexes follow]

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P.p.<br><br><br><br>___________________________________<br>WALL BOX CHARGERS, S.L.U.<br><br>AR ELECTRONICS SOLUTIONS, S.L.U.<br><br>WALLBOX USA INC.<br><br>WALLBOX FRANCE SAS<br><br>WALLBOX N.V.<br><br>COIL INC<br><br>ELECTROMAPS, S.L.U.<br><br>WALLBOX UK LTD<br><br>WALLBOX ITALY S.R.L.
---	---
P.p.<br><br><br><br>___________________________________<br>BANCO SANTANDER, S.A.	P.p.<br><br><br><br>___________________________________<br>BANCO SANTANDER, S.A.
P.p.<br><br><br><br>______________________________________________<br>BANCO BILBAO VIZCAYA ARGENTARIA S.A.	P.p.<br><br><br><br>__________________________________________________<br>BANCO BILBAO VIZCAYA ARGENTARIA S.A.
P.p.<br><br><br><br>___________________________________<br>CAIXABANK, S.A.	P.p.<br><br><br><br>___________________________________<br>CAIXABANK, S.A.
P.p.<br><br><br><br>___________________________________<br>EBN BANCO DE NEGOCIOS, S.A.	P.p.<br><br><br><br>___________________________________<br>EBN BANCO DE NEGOCIOS, S.A.
10333209683-v26	-109 -	66-41098248
---	---	---
P.p.<br><br><br><br>___________________________________<br>MORA BANC GRUP, S.A.	P.p.<br><br><br><br>___________________________________<br>MORA BANC GRUP, S.A.
---	---
P.p.<br><br><br><br>___________________________________<br>PALMER AGENCY SERVICES (SPAIN), S.L.U.
10333209683-v26	-110 -	66-41098248
---	---	---

• WORKING CAPITAL FACILITIES

[intentionally omitted]

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• PRELIMINARY OR SIMULTANEOUS CONDITIONS
• Conditions preceding or concurrent with the signing of the Contract
• Copy of:
• for each Spanish Original Obligor, a certified copy issued by the relevant Commercial Registry containing the following details: proof of its valid incorporation and existence, proof that the relevant registry entry is current, the composition of the board of directors, updated articles of association and confirmation that the company is not in a state of dissolution and/or subject to insolvency proceedings, supplemented by copies of any documents pending registration in the Commercial Registry (if any) or which has been registered in the Commercial Register but does not appear in the certificate provided; and
• in respect of each Original Obligor that is not Spanish, its deed of incorporation and its current (consolidated) articles of association.
• A copy of the resolutions of the governing body of each Original Obligor (executed as a public deed in the case of Spanish Original Obligors):
• approving the terms of the transactions contemplated in the Financing Documents;
• granting powers of attorney for the execution of the Financing Documents; and
• authorising certain persons to sign and deliver, on its behalf, any communications and notifications that must be delivered in relation to the Financing Documents to which it is a party.
• A copy of the shareholders’ resolutions or sole shareholder decisions of each Original Obligor (except Wallbox NV), where required or appropriate under the law of incorporation and/or the articles of association of such Original Obligor, approving the terms of, and the transactions contemplated by, the Financing Documents (in relation to each Spanish Original Obligor, with express reference to the authorisation under Article 160(f) of the Companies Act).
• Evidence of the opening of the Bank Accounts (including the authorisation structure and signatures required in accordance with the provisions of this Agreement).
• The documentation necessary to comply with anti-money laundering regulations and applicable “know your customer” procedures in relation to each Original Obligor.
• The Original Financial Statements.
• Certificate issued by an authorised representative of the Obligors’ Agent (in their own name and on behalf of each of the Obligors) with sufficient powers for this purpose, confirming that:
• compliance with the Obligor Coverage Ratio;

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• each of the copies provided by the Original Obligors in accordance with this Part I of the is correct, complete and matches the original in question;
• the execution of the Financing Documents and the fulfilment of the transactions and obligations set out therein:

(i) would not constitute a breach of any restriction which, for these purposes, might apply to any Original Obligor; and

(ii) have been authorised by the creditors of the Original Obligors whose contracts so require; and

• none of the Original Obligors is subject to the grounds for dissolution provided for in Article 363.1(d) of the Companies Act (or equivalent legislation).
• That there is no Event of Default nor is one foreseeable as a consequence of the signing of the Financing Documents (which the Obligors expressly confirm by signing this Agreement) .
• That all representations and warranties made under all the Financing Documents are true and accurate (which the Obligors expressly confirm by signing this Agreement).
• Execution of the remaining Financing Documents that must be executed simultaneously with the signing of this Agreement (excluding the Security Documents relating to the Security Interests of the Transaction not subject to Spanish law and those subject to Spanish law which, in accordance with the terms of the Restructuring Plan, are not required to be executed on the Signing Date) and, where provided for in any Financing Document, that the Financing Document in question is countersigned or notarised by a Notary.
• Receipt by the Signatory Operating Entities (to their satisfaction) of copies of:
• the financial model agreed between the Parties;
• the updated report on the cash flow plan and the Group’s supplier payment containment management plan;
• the signed Shareholders’ Bridge Loan Agreement; and
• the signed Letter of Commitment to Invest.
• That the following have been signed:
• the Restructuring Plan;
• the Framework Loan Agreement; and
• the Intercreditor Agreement.
• Where applicable, a copy of any other Authorisation or other document, opinion or statement that the Agent deems necessary or desirable (if so notified to the Agent by the Obligors) in relation to the execution and performance of the transactions contemplated by

10333209683-v26	-113 -	66-41098248

• the Financing Documents or for the validity and enforceability of any Financing Document.

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10333209683-v26	-115 -	66-41098248
---	---	---

• have been authorised by the creditors of the Additional Obligor whose contracts so require; and
• the Additional Obligor is not subject to the grounds for dissolution provided for in Article 363.1(d) of the Companies Act (or equivalent legislation).
• That the Security Interest in the Transaction over all the shares or holdings representing the entire share capital of the Additional Obligor held by the Group company or companies has been validly created, is in full force and effect, and has been perfected (expressly including the completion of any necessary actions for that purpose).
• A copy of any other authorisation or other document, opinion or guarantee that the Agent deems necessary (provided that the Additional Obligor has been notified thereof and the reasons given) in relation to the execution and performance of the transactions contemplated by the Letter of Accession or for the validity and enforceability of any Financing Document.
• The documentation required to comply with the applicable anti-money laundering regulations and “know your customer” procedures relating to each Additional Obligor.
• If available, the Additional Obligor’s latest audited financial statements.
• If the Additional Obligor is:
• a company domiciled in Spain, a legal opinion confirming that company’s capacity to become a party to the Financing Documents to which the Additional Obligor is a party, issued by Linklaters, S.L.P.; or
• a company domiciled outside Spain, a legal opinion confirming that company’s capacity to enter into the Financing Documents to which the Additional Obligor is a party, issued by Linklaters, S.L.P. (or, if that law firm does not have an office in that jurisdiction, a law firm of recognised standing specialising in the law of the relevant country),

in both cases, to the benefit and satisfaction of the Operating Entities, on terms substantially similar to those included in the draft provided to the Operating Entities and accepted by them.

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• SECURITY INTERESTS IN THE TRANSACTION

Provider of the Security	Security Interest	Governing Law
Wallbox NV	First-ranking general pledge over all (100%) of the shares representing the share capital of Wallbox Chargers and, once the company has been converted from a limited liability company to a public limited company, a first-ranking general pledge over all (100%) of the shares representing the share capital of Wallbox Chargers.	Spanish (common)
Wallbox Chargers	First-ranking Catalan pledge over all (100%) of the shares representing the share capital of Electromaps.	Spanish (Catalan)
Wallbox Chargers	First-ranking Catalan security over all (100%) of the shares representing the share capital of AR Electronics.	Spanish (Catalan)
Wallbox USA	First-ranking security interest over all (100%) of the shares or equity interests representing the share capital of Coil.	American
Wallbox Chargers	First-ranking security interest in all (100%) of the shares or equity interests representing the share capital of Wallbox France.	French
Wallbox Chargers	First-ranking security interest in all (100%) of the shares or equity interests representing the share capital of Wallbox USA.	US
Wallbox Chargers	First-ranking security interest in all ABL shares or equity interests held by Wallbox Chargers representing 80% of ABL’s share capital.	German
Wallbox Chargers	First-ranking Catalan pledge over the bank accounts.	Spanish (Catalan)
Wallbox NV	First-ranking security interest in the current account number *** held with BNP Paribas SA, Netherlands Branch.	Dutch
Wallbox USA	First-ranking security interest in Operating Account number **** held at Bank of America.	US
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---	---	---
Provider of the Security	Security Interest	Governing Law
---	---	---
Group companies	First-ranking joint pledge over the credit rights arising from intra-group debt between Group companies.	Spanish (joint)
Wallbox Chargers	First-ranking general charge over the credit rights arising from any Material Commercial Contract.	Spanish (common)
Wallbox Chargers	First-ranking security interests in Industrial/Intellectual Property registered in Spain.	Spanish
Wallbox USA	Security interest in Industrial/Intellectual Property registered in the United States of America.	American
Wallbox USA	Security Interest in the inventory located in the United States of America.	US
Wallbox Chargers	Warrants convertible into shares in Wallbox Chargers following its incorporation as a public limited company.	Spanish
Wallbox Chargers	First-ranking floating charge over the "Supernova" trademark.	Spanish
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---	---	---

• TEMPLATE LETTER OF ACCESSION

To: [*] as Agent

From: [Branch] and [Agent of the Obligors]

Date:

Dear Sirs

Ref. Wall Box Chargers, S.L.U. – [*] Framework Agreement dated [*] (the “Agreement”)

• In relation to the Contract, this document constitutes a Letter of Accession. The terms defined in the Contract shall have the same meaning in this Letter of Accession unless a different meaning is given to them in this document.
• [Subsidiary]:
• agrees to become an Additional Obligor and to be bound by the terms of the Contract as an Additional Obligor in accordance with the terms set out in Clause12.2 (Additional Obligors) of the Contract;
• provides the guarantee set out in Clause10 (First-demand guarantee) of the Contract; and
• declares that it is a company duly incorporated under the laws of [name of the relevant jurisdiction].
• The administrative details of the [Subsidiary] are as follows:

Address: [*] Fax number: [*] For the attention of: [*]

• This Letter of Accession shall be governed by Spanish law.

Yours faithfully,

[Agent of the Obligors]

P.p.

_______________________

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[Subsidiary]

P.p.

_______________________

[Agent]

P.p.

_______________________

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• MODEL CERTIFICATE OF COMPLIANCE

To: [*] as Agent

Of: [Agent of the Obligated Parties]

Date:

Dear Sirs

Ref. Wall Box Chargers, S.L.U. – [*] Framework Agreement dated [*] (the “Agreement”)

• In relation to the Contract, this document constitutes a Certificate of Compliance. The terms defined in the Contract shall have the same meaning in this Certificate of Compliance unless a different meaning is given to them in this document.
• We confirm that: [Include the calculation of the Obligors’ Coverage Ratio].
• We confirm that there is [no] outstanding Default.

Yours faithfully,

[Agent for the Obligors]

P.p.

_______________________

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• EXISTING INDEBTEDNESS

[intentionally omitted]

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• EXISTING PERSONAL GUARANTEES1

Secured creditor	Guarantor Companies	Debtor	Instrument / Contract	Maximum guaranteed amount (€)
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Cto Marco	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]

---

1 Without prejudice to the Debtor’s deferral of (i) the Syndicated Loan, as set out in the deed executed on 16 October 2023 before the Notary Public of Barcelona, Ms Laura Nogales Martín, under number 206 in her register of transactions, whereby EBN Banco de Negocios, S.A., Institut Català de Finances, Instituto de Crédito Oficial, E.P.E. and Mora Banc Grup, S.A. granted financing to Wall Box Chargers, S.L.U. with the personal guarantee of Wallbox USA, Inc. and Wallbox N.V., and (ii) the COFIDES Financing, documented in the deed executed on the same date before the same Notary under number 207 of her register of transactions, whereby COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A. S.M.E. (acting as manager in its own name and on behalf of the Fondo para Inversiones en el Exterior F.C.P.J. (FIEX)) granted financing to Wallbox USA, Inc. with the personal guarantee of Wallbox Chargers, S.L.U. and Wallbox N.V.; the security interests created are shared between both financing arrangements and rank equally with one another (first rank) and are governed by the provisions of the inter-creditor agreement executed on the same date before the same Notary under number 208 in the Notary’s register of transactions. The security interests include, in particular: (a) the concurrent first-ranking non-possessory pledge over certain machinery and assets, granted by Wallbox Chargers, S.L.U. as pledgor in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX) as pledgees, formalised in the corresponding first-ranking concurrent non-possessory pledge policy (and novated/supplemented by the corresponding subsequent policies); (b) the first-ranking concurrent chattel mortgage over certain machinery and assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX); (c) the first-ranking concurrent pledge over the credit rights arising from bank accounts, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF and Mora Banc; (d) the first-ranking pledge over the credit rights arising from the main account held at EBN Banco de Negocios, S.A., granted by Wallbox USA, Inc. in favour of COFIDES (FIEX); and (e) the first-ranking concurrent pledge over the credit rights arising from the current insurance policies insuring the Wallbox Barcelona Assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF, Mora Banc and COFIDES (FIEX), with notification to the insurer designating said entities as beneficiaries of the aforementioned policies

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Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
---	---	---	---	---
Banco Santander	Wall Box Chargers, S.L.U.	Wallbox USA	CESCE	[***]
BBVA	Wallbox NV	Wall Box Chargers, S.L.U.	Loan	[***]
BBVA	Wallbox NV	Wall Box Chargers, S.L.U.	Venture debt	[***]
Caixabank	Wall Box Chargers, S.L.U.	AR Electronic Solutions SL	ICO & Guarantor	[***]
Caixabank	Wallbox USA Inc; AR Electronic Solutions SL; Wallbox UK Limited	Wall Box Chargers, S.L.U.	ICO Ukraine	[***]
Caixabank	Wallbox USA Inc; AR Electronic Solutions SL; Wallbox UK Limited	Wall Box Chargers, S.L.U.	Credit Account	[***]
ICO	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
ICF	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
EBN	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
COFIDES	Wall Box Chargers, S.L.U.; Wallbox NV	Wallbox USA	Syndicated Loan	[***]
Mora Bank	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
HSBC	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Inventory Credit Facility	[***]
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---	---	---
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---	---	---

• EXISTING SECURITY INTERESTS2

Secured creditor	Debtor	Type of security interest	Description of the encumbered asset or right	Date of creation	Maximum secured amount (€)
ICO	Wall Box Chargers S.L.U.	Mortgage	Machinery / Equipment	23/02/2026	[***]
ICF	Wall Box Chargers S.L.U.	Mortgage	Machinery / Furniture	23/02/2026	[***]
EBN	Wall Box Chargers S.L.U.	Mortgage	Machinery / Furniture	23/02/2026	[***]
Mora Bank	Wall Box Chargers S.L.U.	Mortgage	Machinery / Furniture	23/02/2026	[***]

---

2 Without prejudice to the Debtor’s deferral of (i) the Syndicated Financing, documented in the policy executed on 16 October 2023 before the Notary of Barcelona, Ms Laura Nogales Martín, under number 206 in her register of transactions, whereby EBN Banco de Negocios, S.A., Institut Català de Finances, Instituto de Crédito Oficial, E.P.E. and Mora Banc Grup, S.A. granted financing to Wall Box Chargers, S.L.U. with the personal guarantee of Wallbox USA, Inc. and Wallbox N.V., and (ii) the COFIDES Financing, documented in the deed executed on the same date before the same Notary under number 207 of her register of transactions, whereby COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A. S.M.E. (acting as manager in its own name and on behalf of the Fondo para Inversiones en el Exterior F.C.P.J. (FIEX)) granted financing to Wallbox USA, Inc. with the personal guarantee of Wallbox Chargers, S.L.U. and Wallbox N.V.; the security interests created are shared between both financing arrangements and rank equally with one another (first rank) and are governed by the provisions of the inter-creditor agreement executed on the same date before the same Notary under number 208 in the Notary’s register of transactions. The security interests include, in particular: (a) the concurrent first-ranking non-possessory pledge over certain machinery and assets, granted by Wallbox Chargers, S.L.U. as pledgor in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX) as pledgees, formalised in the corresponding first-ranking concurrent non-possessory pledge policy (and novated/supplemented by the corresponding subsequent policies); (b) the first-ranking concurrent chattel mortgage over certain machinery and assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICF, ICO, Mora Banc and COFIDES (FIEX); (c) the first-ranking concurrent pledge over the credit rights arising from bank accounts, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF and Mora Banc; (d) the first-ranking pledge over the credit rights arising from the main account held at EBN Banco de Negocios, S.A., granted by Wallbox USA, Inc. in favour of COFIDES (FIEX); and (e) the first-ranking concurrent pledge over the credit rights arising from the current insurance policies insuring the Wallbox Barcelona Assets, granted by Wall Box Chargers, S.L.U. in favour of EBN, ICO, ICF, Mora Banc and COFIDES (FIEX), with notification to the insurer designating those entities as beneficiaries of the said policies.

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HSBC	Wall Box Chargers S.L.U.	Mortgage	Inventory	22/03/2024	[***]
---	---	---	---	---	---
COFIDES	Wallbox USA Inc.	Mortgage	Bank Accounts	16/10/2023	[***]
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---	---	---

• NOTIFICATIONS

[intentionally omitted]

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• MONITORING PLAN

Quarterly Monitoring Plan Prepared by the Financial Adviser to the Financial Institutions

• Monitoring of the repayment of the shareholders’ bridge loan and the drawdown of ICF funds
• Review, understanding and analysis of the Income Statement, Balance Sheet (including the full debt pool of all the Group’s lenders) and Cash Flow Statement (including maximum Capex) for the previous quarter. Analysis of the forecast for the three financial statements for the 12 months immediately following, including variances from previous forecasts
• List of provisions by bank for each working capital financing facility
• Verification of the Old Money Working Capital repayment covenant in the event of a breach exceeding 10% of sales in 2028 and 2029 under the Viability Plan, this being equivalent to the Sensitivity Case of the IBR prepared by FTI
• Determination of the amount allocated to cash sweep
• Monitoring of the balances of all bank accounts at the end of each day throughout the preceding quarter in order to certify:
• That 90% of the cash is held in pledged accounts
• That no unpledged bank account has maintained a balance exceeding €150,000.00 for 60 consecutive days
• Reporting on personal guarantees, sureties, bonds, performance bonds and similar commitments granted to third parties
• Monitoring of cash outflows and/or changes in intra-group debt from the Obligated to the Non-Obligated scope. Verifying that this falls within the agreed definition of “Permitted Indebtedness” in the Framework Agreements
• Monitoring and reporting of extraordinary payments from the Obligated Entities to the Non-Obligated Entities
• [Intentionally omitted]
• Monitoring of future commercial contracts that may be pledged
• Monitoring of litigation in progress at the time of the report and risk of future litigation
• Monitoring of compliance with the Obligated Parties’ coverage ratio
• Monitoring of the relocation process from the Arlington factory (Wallbox USA) to Barcelona
• Confirming the absence of significant changes in the shareholding structure among the Major Shareholders that could trigger the Change of Control Clause

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• OPERATING ACCOUNTS

Spanish Operating Accounts

Account holder	Account number / IBAN	Bank
Wall Box Chargers, S.L.U.	[***]	BBVA
Wall Box Chargers, S.L.U.	[***]	Banco de Sabadell, S.A.
Wall Box Chargers, S.L.U.	[***]	Banco de Sabadell, S.A.
Wall Box Chargers, S.L.U.	[***]	Banco de Sabadell, S.A.
Wall Box Chargers, S.L.U.	[***]	Banco Santander
Wall Box Chargers, S.L.U.	[***]	BNP Paribas SA. BNP Paribas Branch in Spain

Foreign operating accounts

Account holder	Account number / IBAN	Account bank
Wallbox N.V.	[***]	BNP Paribas SA, Netherlands Branch
Wallbox USA Inc.	[***]	Bank of America
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• DISCLAIMERS
• Legal Status
• It is a company duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated.
• It has the capacity to own its assets and carry out its business activities in accordance with its Corporate Purpose, as it has been doing (including the capacity to dispose of and encumber its assets by virtue of the Security Interests in the Transaction).
• Capacity

It has full capacity to enter into, perform and execute, and has taken all necessary steps to authorise the entering into, performance and execution of, the Financing Documents to which it is a party and the transactions contemplated therein.

• Binding obligations

All obligations assumed under the Financing Documents or in compliance therewith are legal, valid, binding and enforceable on their own terms.

• No conflict with other obligations

The execution and performance of the Financing Documents do not contravene or conflict with:

• any provision or ruling (administrative, judicial or arbitral) applicable to it;
• its memorandum of association, articles of association or other corporate agreements; or
• any contract, agreement, obligation or instrument binding on it or its assets.
• Authority
• It has the legal capacity to execute the Financing Documents and to exercise its rights and fulfil its obligations thereunder.
• All corporate actions required for the execution of the Financing Documents and for their performance have been duly carried out.
• The persons executing the Financing Documents on its behalf and in its name are duly authorised to enter into them.
• Validity and admissibility in court

All authorisations necessary or advisable to:

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• enable the lawful execution of, as well as the exercise of the rights and fulfilment of the obligations assumed under, the Financing Documents to which it is a party; and
• ensure that the Financing Documents to which it is a party are admissible as evidence in the relevant jurisdiction,

have been obtained, are effective and are in full force and effect.

• Governing law and enforcement
• The choice of law applicable to each of the Financing Documents, as set out therein, shall be recognised and enforced by the competent courts and authorities of the relevant jurisdiction.
• Any court judgment obtained in accordance with the law applicable to a Financing Document shall be recognised and enforceable in the relevant jurisdiction.
• Tax matters
• It is up to date with compliance with tax and fiscal regulations (in particular, in relation to tax payment obligations), both substantive and procedural, applicable to it, and no circumstances have arisen that could prevent such compliance or that could constitute an Adverse Material Change.
• No claim, proceedings, formal notice or investigation has been initiated against it in respect of any tax or fiscal regulations that could constitute a Material Adverse Change.
• It is resident for tax purposes in the jurisdiction of incorporation.
• It forms part of the same tax consolidation group as the other Obligors, with the exception of Wallbox NV.
• Withholding Tax

It is not obliged to withhold any tax in respect of payments it makes to the Financial Parties pursuant to the Financing Documents.

• Absence of Breaches
• Subject to the provisions of paragraph (b) below:
• there is no Event of Default, nor can one reasonably be foreseen to occur as a result of the provision or use of any Working Capital Facility; and
• there is no other event or circumstance in force constituting an event of default under any other agreement or instrument binding on any Obligor or to which its assets are subject that has, or could reasonably be expected to result in, an Adverse Material Change.

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• Until the Effective Date, the provisions of paragraph (a) shall not apply to any Event of Default or breach arising directly from the financial position of any Obligor prior to the Restructuring Plan.
• No Misleading Information
• All information provided by any member of the Group to the Financial Parties for the purpose of entering into this Agreement and executing the Financing Documents is true, accurate, complete and correct and reflects its true financial position.
• The financial projections contained in such information have been made in good faith and have been prepared on the basis of the most recent historical information and on the basis of reasonable assumptions.
• Any opinion expressed regarding the Financing Documents has been formulated following a careful, diligent and reasoned review.
• No circumstances have arisen, nor has anything been omitted from the information provided, and no data has been provided or withheld that could cause the information provided to be incorrect or inaccurate in any material respect.
• All information relating to the Group which, to the best of the Agent’s knowledge and belief, is relevant has been provided.
• Financial statements
• Its financial statements have been prepared in accordance with the Accounting Principles, applied consistently.
• Its financial statements are complete and give a true and fair view of its financial position at the end of the relevant financial year and the results of its operations during that period (on a consolidated basis in the case of Wallbox NV).
• No event has occurred that could have caused a Material Adverse Change in its business or financial position (or in the consolidated business or financial position of the Group, in the case of Wallbox NV) since the date of the Original Financial Statements.
• Pari passu

Their payment obligations under the Financing Documents (unless, under any applicable law, they are classified as subordinated claims) rank at least on a par with the claims of any other unsecured or non-subordinated creditors, except for those creditors whose claims enjoy any priority solely by virtue of any insolvency legislation, relating to insolvency, liquidation, statutory priority or under other generally applicable rules (including, without limitation, those creditors whose claims (i) enjoy any priority in accordance with any Spanish tax or social security legislation, or (ii) enjoy any other legally recognised priority).

• Absence of proceedings

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• No litigation, arbitration, administrative proceedings or investigation has been initiated, nor is there any risk that any such proceedings or investigation may be initiated against the Company or its directors, by or before any court, arbitral body or authority, the outcome of which could give rise to an Adverse Material Change.
• No judgment or any other type of judicial, arbitral or administrative decision has been handed down against the Company which could reasonably be expected to result in an Adverse Material Change.
• Environmental Claims

No Environmental Claim has been initiated, nor is there any risk of Environmental Claims being initiated, the outcome of which could result in an Adverse Material Change.

• Financial Indebtedness

It has no other contracts in force (whether for loans, credit, discounting, recourse factoring, finance leases or other) nor has it incurred any indebtedness or other payment commitments to third parties (including sureties, guarantees and counter-guarantees) other than the indebtedness permitted in accordance with section15 (Financial Indebtedness) of ANNEX 14 (General Obligations).

• Absence of guarantees and charges

There are no security interests or personal guarantees granted by the Company or by ABL in favour of third parties other than:

• the Existing Security Interests;
• the Existing Personal Guarantees;
• the security interests permitted in accordance with section3 (Obligation not to create encumbrances (Negative pledge)) of ANNEX 14 (General Obligations); and
• the personal guarantees permitted in accordance with section21 (Personal guarantees) of ANNEX 14 (General Obligations).
• Security Interests in the Transaction
• The Security Documents create valid and effective charges in accordance with their own terms.
• The Security Interests in the Transaction are of first rank and do not share rank with any other security interest created in favour of third parties other than the Financial Parties (except for security interests granted in accordance with paragraph (b) of the definition of “Permitted Security Interests”).
• The Obligors are the lawful owners and have full power of disposal over the assets encumbered under the Security Documents and over the assets that at any time are to be subject to Security Interest in the Transaction under the Financing Documents.

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• No obligation to provide security in favour of third parties

The execution of the Financing Documents, together with the obligations and rights arising therefrom, does not result in the Obligors being obliged to create encumbrances and/or grant security in favour of third parties over all or part of their assets or income, present or future (except for security granted in accordance with paragraph (b) of the definition of “Permitted Security”).

• Legitimate ownership

It holds a legitimate right (whether as owner or lessee) to the assets required to carry out its current commercial activities and is in possession of all the necessary authorisations for this purpose.

• Industrial/Intellectual Property
• It is the sole legal owner and beneficiary or, where applicable, holds licences on normal commercial terms for all Industrial/Intellectual Property that is relevant to its business and necessary for the conduct of its business as currently carried out.
• In the course of its activities, it does not infringe any third party’s Industrial/Intellectual Property rights in any respect that has caused or is reasonably likely to cause an Adverse Material Change.
• It has taken all formal or procedural steps (including the payment of fees) necessary to maintain any relevant Industrial/Intellectual Property, as well as the applications and registrations of which it is the owner.
• Centre of Main Interests
• Its “centre of main interests” (as defined in Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) is at the place of its registered office.
• It does not have an ‘establishment’ (as that term is used in Article 2(h) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (consolidated text)) outside the place of its registered office.
• Compliance with regulations
• It is up to date with the payment of its corporate, commercial, civil, employment and tax obligations, and it is not reasonably foreseeable that any employment or tax claims could be brought against it that might give rise to an Adverse Material Change.
• It complies with civil, commercial, administrative, tax, labour or any other regulations applicable to it.
• Environmental Regulations

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It complies with environmental regulations, holds the necessary environmental permits and is up to date with any other obligations, conditions, restrictions or requirements directly or indirectly related to contamination, pollution, storage or treatment of toxic or polluting waste in relation to any property of which it is (or has been) the owner or tenant or in which it has carried out any activity.

• Licences

It holds and maintains in full force and effect all the authorisations required for the conduct of its business activities and there has been no material breach of the terms and conditions governing them.

• Insurance

The insurance policies relating to its assets, business and operations adequately cover the risks associated therewith in accordance with market practices in its sector and have been taken out with reputable insurance companies, with the relevant premiums being paid up to date.

• Absence of insolvency proceedings
• Subject to the provisions of paragraph (b) below, it has not:
• has it been dissolved or wound up; has no resolution been passed for its dissolution or winding up, nor are there any pending proceedings or applications aimed at obtaining such dissolution or winding up, nor is it in any situation of compulsory dissolution under the terms provided for in the Companies Act or applicable regulations;
• it has been declared in bankruptcy or subject to equivalent insolvency proceedings (judicial or extrajudicial);
• it has filed for voluntary administration or is in a state of insolvency (current or imminent);
• it has submitted a notification to the judge competent to hear the insolvency proceedings in question, stating that negotiations have been initiated with creditors to reach a refinancing agreement in accordance with the provisions of Article 585 of the Insolvency Act, or has initiated any equivalent proceedings in the competent jurisdiction;
• is aware that any proceedings or application aimed at declaring compulsory insolvency or insolvency are pending or are about to be initiated;
• is subject to judicial administration or administrative intervention or any equivalent form of intervention or supervision;
• is in a situation of general suspension of payment of its obligations, liquidation or general seizure of assets, generalised default on its obligations, or any situation analogous to the foregoing; nor

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• is in any situation that demonstrates its current or imminent insolvency in accordance with the provisions of the Insolvency Act.
• Until the Effective Date, the provisions of paragraph (a) shall not apply to any situation arising directly from the financial position of any Obligor prior to the Restructuring Plan.
• Absence of a Material Adverse Change
• Subject to the provisions of paragraph (b) below, it is not aware of any circumstance or situation that could give rise to a Material Adverse Change.
• Until the Effective Date, the provisions of paragraph (a) shall not apply to any circumstance or situation arising directly from the financial position of any Obligor prior to the Restructuring Plan.
• Sanctions
• Neither he nor any member of the Group, nor any of their respective directors, representatives and employees, nor, to the best of his knowledge, any of their respective Affiliates:
• is a Restricted Party;
• is or has been involved in any activity, business or transaction of, with, or in connection with, or for the benefit of, any Restricted Party that could result in such Group Member or any other person or any Financial Party breaching Sanctions or otherwise becoming a Restricted Party; and
• is not, and has never been, subject to, or has received any notice of, or is otherwise aware of, any claim, proceeding, notice or investigation relating to Sanctions.
• The declaration set out in paragraph (a) above shall be made by, and shall apply to, any Obligated Party for the benefit of any Financial Party only to the extent that the making, performance or receipt of the benefit (as applicable) of such declaration does not result in a breach of (i) the Blocking Regulation or (ii) any other similar anti-boycott law or regulation.
• Anti-corruption and anti-money laundering regulations

Each member of the Group has conducted its business in compliance with applicable anti-corruption and anti-money laundering regulations and has established and maintains policies and procedures designed to promote and facilitate compliance with such regulations.

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• Disclosure Obligations
• Financial Statements

The Obligors’ Agent shall deliver to the Agent (in a sufficient number of copies for all Operating Entities):

• as soon as they are available and, in any event, no later than one hundred and eighty (180) days from the date of the relevant Financial Year:
• the Group’s audited consolidated financial statements for the relevant Financial Year; and
• the audited individual financial statements of each Obligor required to have them audited, relating to the relevant Financial Year; and
• as soon as they become available and, in any event, no later than ninety (90) days from the end date of each six-month period into which each Financial Year is divided:
• the Group’s unaudited consolidated financial statements for the relevant half-year; and
• the unaudited financial statements of each Obligor for the half-year in question.
• Certificate of Compliance
• The Obligors’ Agent shall deliver to the Agent, together with the financial information referred to in paragraph (a)(i) of section1 (Financial Statements) of ANNEX 13 (Disclosure Requirements), a Certificate of Compliance attesting (in reasonable detail) to compliance with the Obligors’ Coverage Ratio as at the date on which the relevant Financial Statements were prepared.
• Each Certificate of Compliance must be signed by duly authorised representatives of the Obligors’ Agent.
• The first Certificate of Compliance must be submitted together with (and by reference to) the financial information referred to in paragraph (a)(i) of section1 (Financial Statements) of ANNEX 13 (Disclosure Requirements) for the Financial Year ending 31 December 2025.
• Requirements regarding financial statements

Each set of financial statements submitted by the Obligors’ Agent in accordance with the provisions of section1 (Financial Statements) of ANNEX 13 (Disclosure Requirements):

• shall be accompanied by a letter signed by an authorised representative of the relevant Obligor, with sufficient powers for this purpose, confirming that these financial statements give a true and fair view of the financial position of that Obligor

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• (and of the Group, where applicable) as at the date on which such financial statements were prepared, as well as of the results of its operations during that period; and
• shall be prepared in accordance with the Accounting Principles.
• Bank Accounts
• Within twenty (20) days of the end of each calendar quarter, the Obligors’ Agent must provide the Agent (in sufficient copies for all Operating Entities, if the Agent so requests) by email, the average daily balance for that quarter for each of the Bank Accounts, calculated as the arithmetic mean of the daily balances of each Bank Account during the calendar quarter. Such information must be accompanied by the relevant bank statements or a certificate issued by the bank where each of the Bank Accounts is held.
• The Agent may request any additional information or documentation it deems reasonably necessary to verify the accuracy of the data provided in accordance with paragraph (a) above.
• Material Commercial Contracts

Within five (5) Business Days following the end of each calendar month, the Obligors’ Agent must provide the Agent (in sufficient copies for all Operating Entities, if so requested by the Agent), by email, with a full copy of all Material Commercial Contracts entered into during that calendar month.

• Other information

The Obligors’ Agent shall provide the Agent (in sufficient copies for all Operating Entities, if so requested by the Agent) by email with:

• a copy of all documents sent, in general, by any Obligor to its shareholders (or any class thereof) or to its creditors (or any class thereof), simultaneously with their dispatch to the shareholders or creditors, as applicable;
• as soon as it becomes aware of it, all information in its possession relating to any litigation, arbitration or judicial or administrative proceedings commenced or which may reasonably be expected to be commenced against any Obligor and which, if it were to occur, could result in an Adverse Material Change;
• as soon as it becomes aware of it, any information relating to circumstances of which it is aware and which result in, or may reasonably be expected to result in:
• any of the formal representations set out in Clause‎5.7 (Representations) ceasing to be true after the Signing Date; and
• the occurrence of:
• a Change of Control; or

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• a Breach;
• as soon as possible and, in any event, prior to filing with the competent court, a copy of the resolution of the board of directors or the relevant corporate body of any Obligor relating to the application for voluntary administration or the submission of the notice referred to in Article 585 of the Insolvency Act;
• as soon as practicable, such information and documentation as:
• the Agent may reasonably require in relation to the Security Interests in the Transaction and compliance with the terms of the Security Documents; and
• the Financial Adviser may reasonably require in order to prepare any Monitoring Plan; and
• as soon as possible following receipt of a request to that effect, any additional information relating to the financial position, assets and operations of the Group and/or any member of the Group (including any additional information or explanation regarding any item included in the financial statements, budgets and other material information provided by any Obligor under this Agreement, any changes in the Group’s management and an up-to-date copy of the register of members (or its equivalent in the applicable jurisdiction) that any Financial Party may reasonably request through the Agent,

except, in relation to paragraphs (a) to (f), to the extent that compliance with these obligations would result in a breach of any law, regulation, market rule or confidentiality obligation applicable to any member of the Group.

• Notice of default
• Each Obligor shall immediately notify the Agent of the occurrence of any event giving rise to an Event of Default (and, where applicable, the steps taken to remedy it), unless the relevant Obligor is aware that such notification has already been made by any other Obligor or by the Obligors’ Agent.
• At the Agent’s request, the Obligated Parties’ Agent shall immediately provide the Agent with a certificate (signed on its behalf by duly authorised representatives) confirming that no Breach remains (or, should any Breach remain, specifying such Breach and, where applicable, the measures taken to remedy it).
• Customer identification (Know Your Customer or KYC)
• If, as a result of:
• the entry into force or amendment (including, for these purposes, any change in interpretation or application) of any regulation that becomes applicable after the Signing Date;
• any change in the legal status of an Obligor after the Signing Date; or
• the assignment by an Operating Entity of any of its rights and/or obligations

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• under this Agreement to a third party that is not an Operating Entity,

the Agent, any Operating Entity (or, in the case of paragraph (iii) above, any potential new Operating Entity) is required to comply with any customer identification procedures (know your customer) or any other similar procedures, in cases where it does not already have the necessary information, each of the Obligated Parties shall, at the request of the Agent or any Operating Entity, provide such documentation and any other information reasonably requested by the Agent (on its own behalf or on behalf of any Operating Entity) or any Operating Entity (on its own behalf or, in the case of paragraph (iii) above, on behalf of any potential new Operating Entity), as soon as practicable, so that the Agent, such Operating Entity or, in the case of paragraph (iii) above, any potential new Operating Entity may carry out and satisfactorily comply with all necessary checks relating to the know-your-customer procedure or other similar checks under applicable legislation or regulations in relation to the transactions contemplated in the Financing Documents.

• Each of the Operating Entities shall, immediately upon receipt of any request from the Agent for this purpose, provide or ensure the provision of the documentation and any other information reasonably requested by the Agent so that the Agent may carry out and satisfactorily comply with all checks relating to the ‘know your customer’ procedure or other similar checks under applicable legislation or regulations in relation to the transactions contemplated in the Financing Documents.
• The Obligors’ Agent shall, by giving the Agent at least ten (10) Business Days’ notice, shall notify the Agent (who, in turn, shall immediately notify the Operating Entities) of its intention to request that any Affiliate of Wallbox NV become an Additional Obligor in accordance with the provisions of Clause12 (Changes to Obligors).
• Following the delivery of any notification in accordance with paragraph (c) above, if the inclusion of such Additional Obligor would require the Agent or any Operating Entity to comply with the ‘know your customer’ procedure or any similar identification procedure in cases where it does not already possess the necessary information, the Agent of the Obligors must provide, or ensure is provided, immediately, at the request of the Agent or any of the Operating Entities, such documentation and other information as may reasonably be requested by the Agent (on its own behalf or on behalf of any Operating Entity) or by any Operating Entity (on its own behalf or on behalf of a potential new Operating Entity) so that the Agent or such Operating Entity or any potential new Operating Entity may carry out and satisfactorily comply with all checks relating to the know-your-customer procedure or other similar checks under the applicable legislation or regulations in connection with the accession of such Subsidiary to this Agreement as an Additional Obligor.

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• General Obligations
• Authorisations

Each Obligor shall, from time to time:

• obtain, comply with and do whatever is necessary to maintain in full force; and
• provide the Agent with copies (certified as to their authenticity) of:

any Authorisations required by the laws in force at any time to:

• enable it to enter into and perform the obligations assumed under the Financing Documents;
• ensure the validity, effectiveness, enforceability and probative force of any Financing Documents; and
• carry on its business, in the event that the failure to obtain or maintain such Authorisations could give rise to an Adverse Material Change.
• Compliance with the law

Each of the Obligors shall comply (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies comply) with any applicable legislation, to the extent that failure to comply would materially affect their ability to fulfil their obligations under the Financing Documents.

• Negative Pledge
• Unless permitted under paragraph (b) below:
• No Obligor nor any Group company (with Wallbox NV and Wallbox Charger, as companies controlling the other Group companies, ensuring compliance with this obligation by the Group companies) shall create or permit the creation, maintenance or continuation of any Security Interest, charge or encumbrance over any of its assets or rights.
• No Obligor nor any Group company (with Wallbox NV and Wallbox Chargers, as the companies exercising control over the other Group companies, ensuring compliance with this obligation by the Group companies) may:

(A) sell, transfer, dispose of or in any other way dispose of any of its assets in such a way that they are reacquired or leased by an Obligor or any other member of the Group;

(B) sell, transfer, dispose of or otherwise deal with any of the credit claims arising from their ordinary course of business in such a way that recourse exists in the event of default on such claims;

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(C) enter into contracts permitting the netting of credit claims against credit institutions (including, but not limited to, those arising from current accounts) or the transfer of funds between bank accounts; nor

(D) enter into other agreements of a similar nature that may grant preference to a third party,

and provided that the actions described in this paragraph (ii) are carried out for the primary purpose of incurring Financial Indebtedness or financing the acquisition of an asset.

• Any agreement or transaction described in sub-paragraph (ii) shall be referred to as the “Quasi-Security Interest”.
• The obligations set out in sub-paragraphs (a)(i) and (a)(ii) above shall not apply in relation to any Security Interest or (where applicable) Quasi-Security Interest that is a Permitted Security Interest. The Obligors’ Agent must give prior written notice to the Agent of the creation (or, where applicable, the existence) of any charge to be created or existing under the exceptions provided for in this paragraph (b).
• Disposals
• The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) selling, disposing of, transferring, or alienating (by any means) assets or rights (of any kind).
• The provisions of paragraph (a) above shall not apply to Permitted Disposals.
• [Intentionally omitted]

[Intentionally omitted]

• Acquisitions

The Obligated Parties undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) acquiring shares/stakeholdings, other companies, businesses, production units, rights or assets (as well as any interest therein) or entering into commitments to that effect, except for the acquisition from suppliers of assets necessary for the conduct of their business in the ordinary course of business (which may not, under any circumstances, include the acquisition of shares/stakeholdings, other companies, businesses or production units).

• Corporate restructuring

The Obligated Parties undertake not to initiate any proceedings aimed at their dissolution, liquidation, transformation, capital reduction, acquisition, takeover, demerger, spin-off,

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merger, consolidation, corporate restructuring or any operations with a similar purpose, except:

• The conversion of Wallbox Chargers into a public limited company in accordance with the provisions of the Restructuring Plan;
• those carried out between Obligors or between an Obligor and a Group company, provided that the resulting company is an Obligor and the Personal Guarantees and Security Interests of the Transaction are not prejudiced; and
• those required by law.
• Cash-pooling
• The Obligors undertake to channel any cash-pooling transaction of the Group outside the United States of America through the Cash-pooling Account.
• The Obligors undertake to channel any Group cash-pooling transaction carried out within the United States of America through Operating Account number 858000087301 opened in the name of Wallbox NV at Bank of America.
• The Obligors undertake that ABL shall not form part of or participate in any way in any cash-pooling structure or any other transaction or transfer involving the outflow of funds (by any means) from any Group company to ABL.
• Transactions on arm’s length terms

The Obligors undertake to carry out all commercial or financial transactions between themselves, with related parties or with any other third party on arm’s length terms, for legitimate reasons, taking into account their corporate interests and in compliance with the applicable regulations in force.

• Preservation of assets

The Obligated Parties undertake to maintain and preserve in good condition all assets that are necessary or, in the opinion of the Operating Entities, advisable for carrying out the commercial activities they currently undertake.

• Change of business

Wallbox NV shall ensure that the general nature of the Obligors’ business or that of the Group as a whole is not substantially altered in relation to the business conducted by the Group on the Signing Date.

• Insurance
• The Obligors undertake to maintain in full force at all times insurance policies, with insurance companies of recognised standing and solvency, in relation to their commercial activities and their assets, covering the risks, amounts and in accordance with the terms customary for companies carrying out a substantially similar activity.

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• In relation to the insurance policies referred to in paragraph (a) above, the Obligors undertake to:
• pay, in a timely manner, all premiums, expenses and other sums payable in connection with the aforementioned insurance policies;
• comply at all times with the terms and conditions of each insurance policy; and
• not act in any way that gives rise to, or is likely to give rise to, the unenforceability, suspension or nullity, in whole or in part, of such insurance policies.
• Taxes

The Obligors undertake to pay (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies pay) in a timely manner any Taxes that may become applicable within the payment period established for that purpose (except in cases where: (a) the relevance of the payment or its amount has been the subject of a dispute in good faith; (b) adequate provisions have been made in respect of the disputed Taxes; and (c) it is legitimate to defer payment).

• Loans or credits
• The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) granting, providing or maintaining any loans, credits, financing of any kind and/or making transfers in any form in favour of third parties.
• The provisions of paragraph (a) above:
• shall in no way limit payment by the Obligors in the ordinary course of their business of their commercial obligations; and
• shall not apply to loans, credits, financing of any kind and/or transfers made in accordance with paragraphs‎‎ (c) to‎ (f) of the definition of “Permitted Indebtedness”, nor to the two loans granted to Group employees on 27 June 2023 in the amount of EUR 90,000.
• Financial Indebtedness

The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies refrain from) incur, assume or maintain Financial Indebtedness or enter into contracts or agreements that could give rise to Financial Indebtedness, except for Permitted Indebtedness.

• Distributions
• The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as

10333209683-v26	-145 -	66-41098248

• companies controlling the other Group companies, shall ensure that the Group companies refrain from) make any Distribution.
• The provisions of paragraph (a) above shall not apply to Distributions made by Group companies in favour of Wallbox Chargers or to Permitted Payments.
• Investments
• The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as the companies exercising control over the other companies in the Group, shall ensure that the companies in the Group refrain from) investing in projects.
• The provisions of paragraph (a) shall not apply to investments in projects which:
• are intended for maintenance and/or investment and development necessary for their business, expressly excluding the acquisition of shares/stakeholdings, other companies, businesses or production units; and
• do not exceed the Maximum Capex.
• Exercise of voting rights

The Obligors undertake to exercise their voting rights in the Group companies in a manner consistent with the terms of the Financing Documents.

• Financial Year

The Obligors undertake not to change the end date of the Financial Year.

• Pari passu

The Obligors undertake to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies comply with the following obligations):

• to maintain the Financing Documents and the rights arising therefrom for the Financial Parties, at least with the same rank, preferences and security interests, whether personal or otherwise, as the rights arising from any contract, now or in the future, for any other creditor of theirs, except: (i) the preferences and privileges imposed by the applicable legislation at any time (including insolvency, bankruptcy, tax and social security legislation or any other legally recognised privileges); and (ii) the Permitted Security Interests and Permitted Personal Guarantees; and
• not to alter the ranking, priority or security interests, whether personal or of any other kind, relating to existing contracts for the purpose of improving the position of the creditors under such contracts.
• Personal guarantees

The Obligors undertake not to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies

10333209683-v26	-146 -	66-41098248

refrain from) grant (or allow to remain in force) personal guarantees or assume any type of commitment, present or future, in relation to the obligations of any third party, except in the case of Permitted Personal Guarantees.

• Maintenance of Guarantees

The Obligors undertake to carry out (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies carry out) in a timely manner whatever actions may be necessary to maintain the full validity and effectiveness of the Personal Guarantees and Security Interests of the Transaction.

• Additional Guarantees

In the event that any of the obligations arising from the Financing Documents for the Obligors prove to be unlawful, invalid or unenforceable, the Obligors undertake to provide sufficient guarantees in favour of the Operating Entities to prevent any detriment that might otherwise have arisen to the position of the latter as a result of such circumstance.

• Obligors (Obligor Coverage Ratio)

The Obligated Parties shall take all necessary steps (and Wallbox NV and Wallbox Chargers, as the companies exercising control over the other Group companies, shall ensure that the Group companies take such steps) to ensure that:

• all Material Subsidiaries and, in a chain and in ascending order, their direct and indirect owners who are not Obligors; and
• any other Group company necessary to ensure that the Obligors’ Coverage Ratio is at no time less than 60%,

acceding to this Agreement as Obligors as soon as possible and, in any event, within thirty (30) days of the submission of a Certificate of Compliance demonstrating non-compliance with the Obligor Coverage Ratio.

• Industrial/Intellectual Property

Each Obligor shall:

• preserve and maintain the existence and validity of the Industrial/Intellectual Property necessary for their business;
• use its best endeavours to avoid any infringement, in any material respect, of the Industrial/Intellectual Property;
• complete the registrations and pay all registration fees and taxes necessary to keep the Industrial/Intellectual Property necessary for its business in full force and effect;
• use its best endeavours not to use, or allow its Industrial/Intellectual Property to be used, in any manner, nor to take or omit to take any action in respect of such Industrial/Intellectual Property, which may materially and adversely affect the existence or value of the Industrial/Intellectual Property, or jeopardise the right of

10333209683-v26	-147 -	66-41098248

• any Obligor to use such Industrial/Intellectual Property; and
• not to discontinue the use of the Industrial/Intellectual Property necessary for its business.
• Compliance with Environmental Regulations

The Obligated Parties shall:

• comply with all Environmental Regulations;
• obtain, comply with and do whatever is necessary to keep all necessary Environmental Permits in full force; and
• implement procedures to verify compliance with and avoid any liability arising from any Environmental Regulations,

in each case, if non-compliance could result in an Adverse Material Change.

• Environmental Claims

The Obligors shall notify the Agent in writing, as soon as they become aware of the occurrence of such circumstances, of:

• any Environmental Claim that has been brought, or is foreseeable that may be brought, against any Obligor; and
• any event or circumstance that could give rise to, or is foreseeable to give rise to, any Environmental Claim against any Obligor,

if, in the event of an unfavourable ruling against the Obligor, such a claim could result in an Adverse Material Change.

• Cash Sweep
• Subject to the provisions of paragraph (b) below, on the last day of each Financial Year (commencing on and including 31 December 2027), the Obligors’ Agent shall deposit into the Cash Sweep Account an amount equivalent to the Group’s Excess Cash Position, if any.
• The obligation set out in paragraph (a) above shall only apply if, at the time of submitting the information referred to in paragraph (c) below, the following two conditions are cumulatively met:
• the updated forecast of the Group’s cash position for the twelve (12) months immediately following (calculated on a monthly basis) is not less than EUR 15,000,000 in any month; and
• the EBITDA for the last calendar quarter ended and available is equal to or greater than that forecast for that period in the Sensitive Case.
• The Obligors’ Agent must send to the Agent, at least 10 Business Days prior to the

10333209683-v26	-148 -	66-41098248

• last day of the relevant Financial Year, the information confirming whether or not the conditions set out in paragraph (b) above are met.

Upon receipt of such information, the Agent, after consulting with the Financial Adviser, shall inform the Obligors’ Agent and the Operating Entities as soon as possible regarding: (i) whether or not such conditions have been met and, if so; (ii) the amount that the Obligors’ Agent must deposit into the Cash Sweep Account on the last day of the relevant Financial Year.

• For the purposes of this paragraph 28:

“Sensitive Case” means the operational projections set out in the Viability Plan for the year 2027 onwards.

"EBITDA" means, in relation to any period, the Group’s earnings before interest, taxes, depreciation and amortisation for that period, as shown in its consolidated financial statements, calculated as operating profit before interest, taxes, depreciation and amortisation, without making any adjustments, normalisations or pro forma calculations of any kind.

[Intentionally omitted]

• Cash Sweep Account

The Obligors’ Agent:

• shall open (and keep open until the date on which all amounts due (for all items) by the Obligors under, or in connection with, the Working Capital Facilities (Old Money), the Loan Agreements (Old Money), the Loan Agreements (Interest Financing) and the Loan Agreements (Working Capital Financing) (as these terms are defined in the Master Loan Agreement) the Cash Sweep Account;
• shall take the necessary steps to ensure that:
• the Agent has full authority to operate the Cash Sweep Account (including, without limitation, authorised signature and the ability to order transfers); and
• the Obligors’ Agent may not in any way dispose of the Cash Sweep Account or the amount deposited therein without the joint signature of the Agent; and
• agrees (and expressly instructs the Agent) that the amount deposited in the Cash Sweep Account at any given time:
• shall remain deposited and unavailable in the Cash Sweep Account; and
• shall be used solely and exclusively:
• in the event of maturity (ordinary or early) or termination of the Working Capital Facilities (Old Money) or the Loan Agreements (Old

10333209683-v26	-149 -	66-41098248

• Money), the Loan Agreements (Interest-Bearing Loans) and the Loan Agreements (Working Capital Loans) (as these terms are defined in the Master Loan Agreement);
• to the payment of any amounts due on that date (for any reason) under the Working Capital Facilities (Old Money), the Loan Agreements (Old Money), the Loan Agreements (Interest Financing) and the Loan Agreements (Working Capital Financing) (as these terms are defined in the Master Loan Agreement); and
• shall be allocated among those instruments in proportion to the outstanding balance of their liquid, past due and due principal as at that date.

Operating Entities Guaranteed by ICO may amend the rules of application set out in the preceding paragraphs, if required by their ICO Framework Agreements or ICO Regulations

• Bank Accounts
• The Obligors undertake to grant and maintain (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies grant and maintain) in force at all times Security Interests in the Transaction over:
• the Bank Accounts; and
• any other bank accounts held by any Group company with an average fortnightly balance exceeding EUR 150,000, within twenty (20) Business Days following each calendar quarter.
• The Obligors shall operate (and Wallbox NV and Wallbox Chargers, as companies exercising control over the other Group companies, shall ensure that the Group companies operate) the Bank Accounts in accordance with the following terms:
• the Obligors’ Agent shall operate:
• the Factoring Account in accordance with the provisions of Clause5.9 (b)( iv) (Factoring Account);
• [Intentionally omitted] and
• the Cash Sweep Account in accordance with the provisions of section29 (Cash Sweep Account) of ANNEX 14 (General Obligations);
• the Obligors and the Group companies may not:
• order transfers from, or operate the Cash-pooling Account or the Operating Accounts if an unresolved Breach has been verified; nor
• carry out transactions or order transfers in the bank accounts for the

10333209683-v26	-150 -	66-41098248

• purpose of avoiding or circumventing the obligation set out in paragraph (a)(ii) above; and
• the Obligors shall operate (and Wallbox NV shall ensure that the Group companies operate) all the Group’s bank accounts in such a way that, at all times, 90% of the Group’s cash is deposited in the Bank Accounts.
• [Intentionally omitted]

[Intentionally omitted]

• Material Commercial Contracts

The Obligors undertake to (and Wallbox NV and Wallbox Chargers, as companies holding control over the other Group companies, shall ensure that the Group companies comply with the following obligations):

• to grant and maintain in force at all times Security Interests in the Transaction over all Material Commercial Contracts; and
• to grant Security Interests in the Transaction (on terms satisfactory to the Agent) over any Material Commercial Contracts that may be entered into at any time within a maximum period of twenty (20) calendar days from the execution of the Material Commercial Contract in question.
• [Intentionally omitted]

[Intentionally omitted]

• Letter of Commitment to Invest and Shareholders’ Bridge Loan Agreement

Wallbox NV and Wallbox Chargers may not novate, amend or alter, in whole or in part, under any circumstances or in any manner, the terms and conditions of the Letter of Commitment to Invest or the Shareholders’ Bridge Loan Agreement, with respect to the versions validated and approved by the Signatory Operating Entities.

• Penalties
• No Obligor may:
• use, lend, contribute or in any other way make available all or part of the funds from any Working Capital Facility to finance any transaction, business or any other activity carried out for the benefit of any Restricted Party; or
• engage in any transaction for the purpose of avoiding, evading, breaching or attempting to breach any Sanction applicable to it; or
• finance all or part of any payment in connection with a Financing Document with funds derived from any business or transaction conducted, to the best of its knowledge, with a Restricted Party, or from any action resulting in a breach of a Sanction.

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• Furthermore, Obligated Parties must:
• comply at all times with the applicable regulations regarding Sanctions; and
• take whatever steps are necessary to ensure compliance with the declaration set out in section29 (Sanctions) of ANNEX 12 (Declarations).
• Each Obligor shall ensure that any Group company:
• complies at all times with the applicable regulations regarding Sanctions; and
• takes whatever action is necessary to ensure compliance with the declaration set out in section29 (Sanctions) of ANNEX 12 (Declarations).
• Regulations against corruption and money laundering
• The Obligors shall not use, lend, contribute or in any other way make available all or part of the funds from any Working Capital Facility to finance any transaction, business or other activity that could constitute a breach of any anti-corruption or anti-money laundering regulations.
• Each Obligated Party shall (and Wallbox NV shall ensure that any Group company shall):
• conduct its business in compliance with applicable anti-corruption and anti-money laundering regulations; and
• maintain policies and procedures designed to promote and facilitate compliance with such regulations.

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• CASES OF NON-COMPLIANCE
• Default

Failure to pay, by the respective due dates, any amount owed by the Obligors under the Financing Documents (including, without limitation, amounts in respect of Principal, ordinary interest (or applicable financial remuneration), default interest, fees, taxes or expenses), unless such failure to pay is caused by:

• an administrative or technical error and payment is made within five (5) Business Days of the scheduled payment date; or
• an Event of Interruption and the payment is made within five (5) Business Days of the scheduled payment date.
• Other obligations
• A breach by any Obligor of any of the obligations contained in the Financing Documents (other than those set out in section1 (Default) above and paragraph (b) below).
• A breach by any Obligor of any of the obligations contained in sections22 (Maintenance of Collateral),24 (Obligors (Obligor Coverage Ratio)),‎35 (Penalties), and36 (Anti-corruption and Anti-money laundering regulations), all of which are part of ANNEX 14 (General Obligations) .
• It shall be understood that an Event of Default has not occurred in accordance with paragraph (a) above if the breach is capable of being remedied and is effectively remedied within ten (10) Business Days from the earlier of the following dates:
• the date on which the Agent sends the Obligors’ Agent the notice regarding the breach; or
• the date on which the relevant Obligor became aware of the breach.
• Solely in relation to the obligations set out in sections2 (Compliance with laws) and13 (Taxes) of the (General obligations), an Event of Default shall not be deemed to have occurred in accordance with paragraph (a) above if the default:
• is a direct consequence of a failure to pay tax or social security contributions directly linked to the financial situation of the defaulting Obligor prior to the Restructuring Plan, and this is satisfactorily demonstrated by the Obligors’ Agent to the Agent and the Financial Adviser;
• is capable of being remedied and is effectively remedied to the Agent’s satisfaction (acting reasonably) no later than 3 months following the Effective Date; and
• it does not have a material impact on the viability of the Group or on its ability to service the restructured debt in accordance with the Restructuring

10333209683-v26	-153 -	66-41098248

• Plan, and this is satisfactorily demonstrated by the Obligors’ Agent to the Agent and the Financial Adviser.
• Misrepresentation
• Any relevant representation or statement made (or deemed to have been made) by a Borrower under the Financing Documents or in any other document executed by, or on behalf of, any Borrower under, or in connection with, any Financing Document is, or is found to have been, incorrect or misleading at the time it was made or deemed to have been made.
• In relation to the representation set out in section14 (Absence of proceedings) of ANNEX 12 (Representations), an Event of Default under section (a) above shall be deemed not to have occurred if:
• the proceedings, investigations or rulings referred to in that declaration relate to claims covered under the Restructuring Plan; or
• the aggregate amount of the proceedings, investigations or rulings referred to in such a declaration does not exceed EUR 2,000,000 in the current calendar year.
• Furthermore, exclusively in relation to the declarations set out in paragraphs (a) and (b) of section8 (Tax Matters), section14 (Absence of Proceedings), paragraph (c) of section 21 (Industrial/Intellectual Property) and section23 (Regulatory Compliance) (all of them) of ANNEX 12 (Representations), it shall be understood that an Event of Default has not occurred in accordance with section (a) above if the misrepresentation in the declaration:
• is the direct cause of a failure to pay the tax authorities, social security or (only in respect of the declaration referred to in paragraph (c) of section 21 (Industrial/Intellectual Property)) the competent authorities in matters of Industrial/Intellectual Property, directly linked to the financial situation prior to the Restructuring Plan of the Obligor affected by the falsehood in the declaration, and this is satisfactorily demonstrated by the Obligors’ Agent to the Agent and the Financial Adviser;
• is capable of being remedied and is effectively remedied to the satisfaction of the Agent (acting reasonably) no later than three months following the Effective Date; and
• it does not have a material impact on the viability of the Group or on its ability to service the restructured debt in accordance with the Restructuring Plan, and this is satisfactorily demonstrated by the Obligors’ Agent to the Agent and the Financial Adviser.
• Cross-default
• Failure to pay, on their respective due dates (or at the end of any applicable grace period), any amount owed by the Obligors or other Group companies under

10333209683-v26	-154 -	66-41098248

• Financial Indebtedness.
• The Financial Indebtedness assumed by any of the Obligors or any other Group company is declared due and payable prior to the ordinary due date as a result of the occurrence of an event of default (or any analogous circumstance resulting in the early enforceability of the corresponding obligations).
• The inability of any of the Obligors or any other Group company to draw down further amounts under the Financial Indebtedness as a result of the occurrence of an event of default (or any analogous circumstance resulting in the cancellation of the commitments to make funds available to the company in question).
• In the event that any of the creditors under the Financial Indebtedness is entitled to declare the obligations assumed by any of the Obligors or any other Group company due and payable in advance as a result of the occurrence of an event of default (or any analogous circumstance resulting in the early enforceability of the relevant obligations).
• Insolvency
• If:
• any of the Obligors:
• is unable or admits its inability to meet its payment obligations as they fall due;
• is unable to meet its payment obligations in accordance with applicable regulations;
• suspends or threatens to suspend payments on any of its debts; or
• as a result of present or future financial difficulties, enters into negotiations with any of its creditors (excluding any Financial Party in that capacity) with the aim of restructuring its debt (including, without limitation, the filing of a notice under Article 585 of the Insolvency Act);
• the value of the assets of any Obligor is less than its liabilities (current and contingent);
• the granting of a debt write-off or deferral in relation to any debt incurred by an Obligor;
• any Obligor is in a state of current insolvency, imminent insolvency or likely insolvency in accordance with the Insolvency Act; or
• a moratorium is declared in relation to any indebtedness of any Obligor. Should such a moratorium occur, the expiry of the relevant period would not remedy any Event of Default arising therefrom.

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• Until the Effective Date, the provisions of paragraph (a) shall not apply to any Event of Default or breach arising directly from the financial situation of any Obligor prior to the Restructuring Plan.
• Insolvency proceedings
• The adoption of any agreement, corporate measure, legal proceeding or other procedure or action in relation to:
• suspension of payments, the declaration of insolvency (including the filing of any application for compulsory or voluntary insolvency proceedings or the approval of any resolution or decision approving such an application), the making of the notification referred to in Article 585 of the Insolvency Act, a moratorium on any indebtedness, the winding up, administration or reorganisation (through a voluntary petition, scheme of arrangement or in any other form) of any Obligor;
• an arrangement, assignment or restructuring plan with any creditor of any Obligor (including, without limitation, a creditors’ arrangement, an out-of-court settlement, any contract or instrument to obtain a write-off or deferral of debt, amongst others);
• the appointment of a liquidator, trustee, receiver, custodian, insolvency administrator or similar officer in relation to any Obligor or its assets;
• the enforcement of any security interest granted by any Obligor or over any of its assets; or
• any other similar action or proceeding, whether judicial, administrative or private, which produces analogous effects in any jurisdiction.
• The provisions of paragraph (a) above shall not apply to any application for dissolution that is unfounded or abusive and that is dismissed or rejected within fourteen (14) days of its submission.
• Until the Effective Date, the provisions of section‎ (a) shall not apply to any Event of Default or breach arising directly from the financial situation of any Obligor prior to the Restructuring Plan.
• Inability to issue the Monitoring Plan

If the Financial Adviser sends a certified notification stating that it is impossible to issue a Monitoring Plan within the first twenty (20) calendar days of a calendar quarter because the Obligors’ Agent has not provided the necessary information for this purpose.

• Enforcement at the request of creditors

The commencement of any administrative or judicial proceedings involving the seizure, attachment, expropriation, confiscation or enforcement against any of the assets of an Obligor with a total value of ten million euros (EUR 10,000,000) (or the equivalent in any

10333209683-v26	-156 -	66-41098248

other currency), unless such circumstances are remedied within ten (10) Business Days from the commencement of the relevant proceedings.

• Failure to comply with applicable provisions

If at any time the performance by any Obligor of the obligations assumed under the Financing Documents is contrary to any applicable legal provisions, or if any of the obligations arising from the Financing Documents for any Obligor or any other Group company prove to be unlawful, invalid or unenforceable.

• Guarantee Documents
• Breach by any Obligor of the obligations assumed under any Security Document.
• If any Security Interest in the Transaction:
• ceases to be lawful, valid, binding, effective or enforceable; or
• ceases to be a first-ranking security interest or shares rank with other security interests (except for security interests granted in accordance with paragraph (b) of the definition of “Permitted Security Interests”).
• Adverse Material Change

If an Adverse Material Change were to occur.

• Cessation or Change of Business

If:

• an asset or a branch of business of any Obligor is disposed of or transferred in contravention of the provisions of section4 (Disposals) of ANNEX 14 (General Obligations); or
• any Obligor suspends, ceases or announces the suspension or cessation of its principal business or substantially modifies it,

except with the prior written consent of all Operating Entities.

• Event of default

If:

• it were or became unlawful for CESCE or the ICO to fulfil any payment obligation under the CESCE Policies or the ICO Guarantees, as applicable, or for any beneficiary to benefit from any of such hedging instruments;
• any payment obligation of CESCE or the ICO under any CESCE Policy or ICO Guarantee, as applicable, is not or ceases to be lawful, valid, binding or enforceable, or any such hedging instrument is not or ceases to be in full force and effect; or

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• CESCE or the ICO evades, terminates, repudiates, suspends, cancels, rescinds, extinguishes, reduces or calls in, in whole or in part, any CESCE Policy or ICO Guarantee, as applicable, or there were clear evidence of the intention of CESCE or the ICO to evade, terminate, repudiate, suspend, cancel, rescind, extinguish, reduce or terminate all or part of any such hedging instrument.
• Security Interest in the shares of Wallbox NV

If a Security Interest were to be created over the shares of Wallbox NV as security for obligations assumed by any Group company vis-à-vis a third-party creditor (with the exception of Existing Security Interests).

• Terms and actions of the Restructuring Plan

If any of the conditions and/or actions set out in Clause 3 (Conditions Precedent) of the Restructuring Plan are not fulfilled in accordance with the provisions of the Restructuring Plan.

• Approval

If:

• the Application for Approval (as defined in the Restructuring Plan) is not accepted for processing;
• the judicial approval of the Restructuring Plan is refused or not granted in accordance with the Application for Approval; or
• a judgment is handed down (in whole or in part) upholding a challenge to the Order of Approval which:
• renders the Restructuring Plan ineffective; or
• results in the effects of the Restructuring Plan not being extended to creditors whose financial claims represent more than 5% of the liabilities covered by the Restructuring Plan.

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EX-5.4

[Automatic translation for information purposes only]

Exhibit 5.4

TABLE OF CONTENTS
CLAUSE	PAGE
1.	DEFINITIONS AND INTERPRETATION	4
---	---	---
2.	GLOBAL AGENT	18
3.	RANK AND PRIORITY	31
4.	ADOPTION OF DECISIONS BY SENIOR CREDITORS	32
5.	OBLIGATIONS AND RIGHTS OF SENIOR CREDITORS	33
6.	OBLIGATIONS AND RIGHTS OF SUBORDINATE CREDITORS	35
7.	RULES RELATING TO THE ENFORCEMENT OF SECURITIES	38
8.	DISTRIBUTION OF AMOUNTS RECEIVED	39
9.	ADDITIONAL DEBT	43
10.	STATEMENTS BY DEBTORS	45
11.	INSOLVENCY	48
12.	DURATION	50
13.	CHANGES TO THE PARTIES	50
14.	ACCESSION OF NON-SIGNATORY SENIOR CREDITORS	53
15.	AMENDMENTS	53
16.	PRIORITY	54
17.	COSTS AND EXPENSES	54
18.	NOTIFICATIONS	55
19.	ENTIRE CONTRACT	57
20.	PARTIAL INVALIDITY	57
21.	RESERVE OF SHARES	58
22.	VAT AND INHERITANCE AND GIFT TAX	58
23.	CONFIDENTIALITY	58
24.	DATA PROTECTION	62
25.	PUBLIC OFFERING	63
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---	---	---
26.	APPLICABLE LAW	63
---	---	---
27.	JURISDICTION	63
Appendix 1 ORIGINAL DEBTORS		68
Appendix 2 SENIOR CREDITORS		69
Appendix 3 ORIGINAL INTRA-GROUP CREDITORS		70
Appendix 4 SECURITY INTERESTS		71
Appendix 5 INDEPENDENT GUARANTEES		2
Appendix 6 MODEL ACCESSION DOCUMENT		1
Appendix 7 MODEL LETTER OF ACCESSION		3
Appendix 8 DETAILS FOR NOTIFICATION PURPOSES		5
10334236363-v10	ii	66-41098248
---	---	---

In Madrid, on 8 April 2026.

HAVING GATHERED

On the one hand,

(1) WALL BOX CHARGERS, S.L.U., a company incorporated under Spanish law, with its registered office at Paseo de la Castellana 95, 28th floor, Madrid, and Tax Identification Number A-66542903 (“Wallbox Chargers”).

(2) AR ELECTRONICS SOLUTIONS, S.L.U., a company incorporated in Spain, with its registered office at Carrer del Foc 68, 08038 Barcelona, and Tax Identification Number B-66162413 (“AR Electronics”).

(3) WALLBOX USA INC., a US company, with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (United States) and Tax Identification Number N02582841 ("Wallbox USA").

(4) THE COMPANIES listed on the Annex 1 (Original Debtors) as debtors and/or guarantors on the Signing Date (together with Wallbox Chargers, AR Electronics and Wallbox USA, the "Original Debtors").

Furthermore,

(5) THE ENTITIES listed in Part I (Original Lending Entities) of the (Senior Lending Entities) as lending entities on the Signing Date (the “Original Lending Entities”).

(6) THE ENTITIES listed in Part II (Original Factoring Entities) of Annex 2 (Senior Creditor Entities) as factoring entities on the Signing Date (the “Original Factoring Entities”).

(7) THE ENTITIES listed in Part III (Original Confirming Entities) of Annex 2 (Senior Creditor Entities) as confirming entities on the Signing Date (the “Original Confirming Entities”).

Hereinafter, the Original Creditor Entities, the Original Factoring Entities and the Original Confirming Entities shall be collectively referred to as the “Original Operating Entities”.

(8) THE ENTITIES listed in Part IV (Original Lending Entities) of Annex 2 (Senior Creditor Entities) as lending entities on the Signing Date (the “Original Lending Entities”).

Furthermore,

(9) THE ENTITIES listed in Annex 3 (Original Intra-Group Creditors) as intra-group creditors on the Signing Date (the “Original Intra-Group Creditors”).

And furthermore,

(10) PALMER AGENCY SERVICES (SPAIN), S.L.U., a company incorporated under Spanish law, with its registered office at Calle Castelló, 59, Bajo, 28001, Madrid, and Tax Identification Number B56936644 (“Palmer”).

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Hereinafter, Palmer or any other entity holding the position of “Global Agent” at any given time in accordance with the provisions of Clause2.1 shall be referred to as the “Global Agent”.

Hereinafter, Palmer or such other entity as may at any time hold the position of “Agent” under the Working Capital Framework Agreement (as defined below) shall be referred to as the “Working Capital Agent”.

Hereinafter, Palmer or such other entity as may at any time hold the position of “Agent” under the Working Capital Framework Agreement (as defined below) shall be referred to as the “Working Capital Agent”.

All the above are duly authorised and, acknowledging each other’s capacity,

NOW THEREFORE

(A) That, on this date, Wallbox Chargers, AR Electronics and Wallbox USA, together with their principal creditors, have approved a restructuring plan (the “Restructuring Plan”), in accordance with the provisions of Title III of Book Two of the Insolvency Act, the purpose of which is to establish the terms and procedure for the restructuring of the Group’s liabilities, as well as to adopt the necessary measures to ensure its viability, in accordance with the viability plan incorporated into the Restructuring Plan itself.

(B) In this context, on or around this date, the following documents, amongst others, have been executed:

(i) a framework agreement in relation to certain working capital financing instruments (which comprise both debt instruments entered into prior to the Signing Date and others entered into on or around that date), signed by, amongst others, Wallbox Chargers, AR Electronics, Wallbox USA and the Original Debtors listed therein as principal debtors, confirming debtors and/or factoring debtors, as applicable, the Working Capital Agent as agent and the Original Operating Entities as crediting entities, confirming entities and/or factoring entities, as applicable (as such agreement may be novated, amended, restated or supplemented from time to time, the “Working Capital Framework Agreement”); and

(ii) a framework agreement in relation to certain term financing instruments (which comprise both debt instruments entered into prior to the Signing Date and others entered into on or around that date), entered into by, amongst others, Wallbox Chargers, AR Electronics, Wallbox USA as borrowers and the other Original Debtors listed therein as original guarantors, the Loan Agent as agent and the Original Lending Entities (as such agreement may be novated, amended, restated or supplemented from time to time, the “Framework Loan Agreement”).

(C) Furthermore, in accordance with the provisions of the Restructuring Plan, it is intended to grant the security interests identified in the Annex 4 (Security Interests) as security for the payment obligations assumed by the Obligors under the Senior Debt Instruments in force at that time (together with any other security interest that may be created in the future to secure such payment obligations, the “Security Interests”) . The Security Interests identified

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in Annex 4 (Security Interests) shall be granted within the timeframes set out for this purpose in the Restructuring Plan.

(D) That the Creditor Entities have agreed to regulate the relationships that may exist between them as creditors of the Debtors under the Debt Instruments and, in particular, the manner in which they exercise their credit rights against the Debtors and (in the case of the Senior Creditor Entities), the enforcement of the Security Interests.

(E) In view of the foregoing, the parties hereto have agreed to enter into this agreement (the “Agreement”), which shall be governed by the following:

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CLAUSES

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"Shareholder Creditors" means any entity that accedes to this Agreement as a Shareholder Creditor in accordance with Clauses13.2 (Assignment by Subordinated Creditor Entities) and13.6 (Accession of Shareholder Creditors).

"Intra-group Creditors" means:

(a) any Original Intra-Group Creditor; and

(b) any other entity that accedes to this Agreement as an Intra-Group Creditor in accordance with Clauses13.2 (Assignment by Subordinated Creditor Entities) and13.7 (Accession of Intra-Group Creditors).

"Working Capital Framework Agreement" has the meaning attributed to that term in Schedule (B) .

"Master Loan Agreement" has the meaning attributed to that term in the " (B) ".

"Affiliate" means, in relation to any entity, a Subsidiary of that entity or a Parent Company of that entity or any other Subsidiary of that Parent Company.

"Working Capital Agent" has the meaning attributed to that term in the "Parties" section of this Agreement.

"Lending Agent" has the meaning assigned to that term in the "Definitions" section of this Agreement.

"Global Agent" has the meaning assigned to that term in the "Definitions" section of this Agreement.

"Approval Order" has the meaning attributed to that term in the Restructuring Plan.

"Regulatory Authority" means:

(a) the United States of America;

(b) the United Nations;

(c) the European Union;

(d) the United Kingdom;

(e) the member states of the European Union; and

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(f) the governments and official institutions or agencies of any of the preceding sub-paragraphs (a) to (e), including OFAC (Office of Foreign Assets Control), the US Department of State, and His Majesty’s Treasury.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, registration, public disclosure, entry or registration.

"ICO Guarantee" means any guarantee issued by the ICO under (or in accordance with) an ICO Framework Agreement.

"Material Adverse Change" means any event or circumstance (or combination of events and/or circumstances) which, in the opinion of the Majority of Senior Creditor Entities:

(a) has or may, by the mere passage of time and in relation to the Group’s financial condition, business, assets or property, have a substantially adverse effect on the ability of any of the Debtors to fulfil all obligations owed to the Senior Creditor Entities arising from any Senior Debt Instrument; or

(b) may result, by the mere passage of time, in any of the Senior Debt Instruments becoming unlawful, invalid, ineffective or unenforceable against any of the Debtors.

"Letter of Election" has the meaning attributed to that term in the Restructuring Plan.

"CESCE" means Compañía Española de Seguros de Crédito a la Exportación, S.A. Compañía de Seguros y Reaseguros, S.M.E., acting in its own name and on behalf of the Spanish State.

"Commercial Code" means the Commercial Code approved by the Royal Decree of 22 August 1885.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in accordance with the model recommended by the LMA or in any other form agreed between Wallbox Chargers and the Global Agent.

"Shareholders’ Bridge Loan Agreement" means the loan agreement entered into on or prior to the Signing Date by Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L. (a company of the Iberdrola group), AM Gestio, S.L., Consilium, S.L., Mingkiri, S.L. and Kariega Ventures, S.L. as lenders and Wallbox N.V. as borrower.

"ICO Framework Agreements" means any framework agreement entered into between an Operating Entity and the ICO to govern the terms and conditions of cooperation in relation to the guarantee facilities granted by the Ministry of Economic Affairs and Digital Transformation and managed by the ICO.

"Affected Loans" has the meaning attributed to that term in Clause8.3 (Subrogation).

"Cash Sweep Account" means the bank account number [***] held in the name of Wallbox Chargers at [***].

"Reserve Account" means the bank account number [***] held in the name of Wallbox Chargers at [***].

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"Reiterated Representations" means each of the representations referred to in Clause10 (Representations of the Debtors).

"Additional Debt" means any financing facility, whether bilateral or syndicated, for an aggregate maximum amount of at least EUR 12,500,000, entered into by, amongst others, any Senior Lender and any Original Debtor, and which is guaranteed by CESCE, as evidenced by an Additional Debt Instrument.

"Debtors" means:

(a) any Original Debtor;

(b) any Group company which at any time receives financing of any kind from any Lending Entity or provides any security or guarantee in favour of the Lending Entities, and accedes to this Agreement as a Debtor in accordance with Clause13.5 (Accession of Debtors); and

(c) any Group company that becomes an assignee of a Debtor under a Debt Instrument and accedes to this Agreement as a Debtor in accordance with Clause13.3 (Assignments by Debtors).

"Business Day" means a day (other than a Saturday or Sunday) on which (i) banks are open for general business in Madrid, Barcelona and New York and (ii) is a TARGET Day.

"TARGET Day" means any day on which T2 is open for the settlement and clearing of payments in Euros.

"Adhesion Document" means a standard form contract substantially in accordance with the terms of Annex 6 (Model Adhesion Document).

"Additional Debt Instrument" means any instrument evidencing and governing the terms applicable to the Additional Debt.

"Security Documents" means:

(a) the documents pursuant to which the Security Interests are created;

(b) any document by virtue of which any type of security interest (other than a personal guarantee) is created to secure any obligation arising from any Senior Debt Instrument, regardless of the applicable law and the nature of such security interest ;

(c) any irrevocable power of attorney associated with the Security Interests; and

(d) any other document designated as such by Wallbox Chargers and the Global Agent.

“Insolvency Creditor” has the meaning attributed to that term in Clause11 (Insolvency).

"Lending Entities" means:

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(a) any Original Lending Entity;

(b) any other entity that becomes a party to the Working Capital Framework Agreement as a “New Operating Entity” in respect of any credit facility and has acceded to this Agreement as a Lending Entity and Senior Lending Entity in accordance with Clause13.1 (Assignment by Senior Lending Entities); and

(c) any other entity that is a party as a lending entity under an Additional Debt Instrument and has acceded to this Agreement as a Lending Entity and Senior Lending Entity in accordance with Clause13.4 (Accession of Senior Lending Entities).

"Lending Entities" means collectively the Senior Lending Entities and the Subordinated Lending Entities.

"Senior Creditor Institutions" means, collectively, the Lending Institutions, the Factoring Institutions, the Confirming Institutions and the Lending Institutions.

"Non-Signatory Senior Creditor Entities" means those Senior Creditor Entities of Senior Obligations subject to the Restructuring Plan that do not sign this Agreement on the Signing Date.

"Subordinated Creditor Entities" means, collectively, the Shareholder Creditors and the Intra-group Creditors.

"Confirming Entities" means:

(a) any Original Confirming Entity;

(b) any other entity that becomes a party to the Working Capital Framework Agreement as a “New Operating Entity” in respect of any confirming and has acceded to this Agreement as a Confirming Entity and Senior Creditor in accordance with Clause13.1 (Assignment by Senior Creditors); and

(c) any other entity that is a party as a confirming entity under an Additional Debt Instrument and has acceded to this Agreement as a Confirming Entity and Senior Lending Entity in accordance with Clause13.4 (Accession of Senior Lending Entities).

"Factoring Entities" means:

(a) any Original Factoring Entity;

(b) any other entity that becomes a party to the Working Capital Framework Agreement as a “New Operating Entity” in respect of any factoring and has acceded to this Agreement as a Factoring Entity and Senior Lending Entity in accordance with Clause13.1 (Assignment by Senior Lending Entities); and

(c) any other entity that is a party as a factoring entity under an Additional Debt Instrument and has acceded to this Agreement as a Factoring Entity and Senior Creditor Entity in accordance with Clause13.4 (Accession of Senior Creditor Entities).

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"Operating Entities" means collectively the Lending Entities, the Factoring Entities and the Confirming Entities.

"Original Operating Entities" has the meaning attributed to that term in the "Parties" section of this Agreement.

"Lending Entities" means:

(a) any Original Lending Entity;

(b) any other entity that becomes a party to the Master Loan Agreement as a “New Lending Entity” and has acceded to this Agreement as a Lending Entity and Senior Creditor Entity in accordance with Clause13.1 (Assignment by Senior Creditor Entities); and

(c) any other entity that is a party as a lender under an Additional Debt Instrument and has acceded to this Agreement as a Lender and Senior Creditor in accordance with Clause13.4 (Accession of Senior Creditors).

"Effective Date" has the meaning attributed to that term in the Restructuring Plan .

"Option Exercise Closing Date" has the meaning assigned to that term in the Restructuring Plan.

"Signing Date" means the date of signing of this Agreement.

"EIF" means the European Investment Fund.

"Subsidiary" means, in relation to a company, any company that is controlled, directly or indirectly, within the meaning of Article 42 of the Commercial Code, by that company.

"EIF Guarantee" means any guarantee issued by the EIF in respect of any Senior Debt Instrument in favour of any Senior Creditor.

"Security Interest" has the meaning attributed to that term in the Exponen (C) .

"Independent Security" means mortgages, pledges (with or without transfer of possession), charges, encumbrances, warrants or other security rights or agreements having similar effect (including, without limitation, any trust), as well as any undertaking to create and grant any of the foregoing, as described in Annex 5 (Independent Security) and granted in favour of certain Senior Lenders.

"Group" means Wallbox N.V. and all its Subsidiaries.

"ICO" means Instituto de Crédito Oficial, E.P.E.

"Confidential Information" means all information relating to any Debtor, the Group, this Agreement or the Debt Instruments, of which a particular Financial Party becomes aware in its capacity as, or for the purpose of becoming, a Financial Party, or which is received by a

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Financial Party in connection with, or for the purpose of becoming, a Financial Party under this Agreement and the Senior Debt Instruments through:

(a) any member of the Group or any of its advisers; or

(b) another Financial Party, if the information was obtained by that Financial Party, directly or indirectly, from another member of the Group or from any of its advisers,

in any format, including verbal information and any document, electronic file or any other medium of representation or recording of information containing, derived from or copied from such information, but excluding information which:

(i) is or becomes public information for any reason other than a direct or indirect breach by such Financial Party of the terms set out in Clause23 (Confidentiality); or

(ii) at the time of disclosure, is identified in writing as non-confidential by a member of the Group or any of its advisers; or

(iii) is known to such Financial Party prior to the date on which the information is disclosed to it in accordance with the provisions of sections (a) or (b) above, or has been lawfully obtained by such Financial Party after that date from a source which, to the best of such Financial Party’s knowledge and belief, is not related to the Group and, in both cases, to the best of the Financial Party’s knowledge, has not been obtained in breach of, and is not otherwise subject to, any duty of confidentiality.

"Debt Instruments" means collectively the Senior Debt Instruments and the Subordinated Debt Instruments.

"ICO Debt Instruments" means any financing agreement or equivalent entered into between a Group company and a Senior Lending Entity in respect of which an ICO Guarantee has been issued, whilst such ICO Guarantee remains in force.

"Senior Debt Instruments" means any instrument evidencing and governing the terms applicable to the Senior Obligations, including, without limitation, the Revolving Credit Facility Agreement (and the debt instruments governed thereunder), the Loan Facility Agreement (and the debt instruments governed thereunder), any Additional Debt Instrument and any other document designated as such by the Global Agent and Wallbox Chargers.

"Subordinated Debt Instruments" means any document evidencing and governing the terms applicable to the Subordinated Obligations, expressly including the Shareholders’ Bridge Loan Agreement and any other document designated as such by the Global Agent and Wallbox Chargers.

"Insolvency Act" means the consolidated text of the Insolvency Act, approved by Royal Legislative Decree 1/2020 of 5 May.

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"Companies Act" means the consolidated text of the Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July.

"Sanctions List" means the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, the Consolidated List of Financial Sanctions and the List of Sanctioned Investors maintained by Her Majesty’s Treasury (United Kingdom) or any similar public list maintained by or the public announcement of any Sanction made by any Sanctioning Authority, as publicly updated from time to time.

"LMA" means the "Loan Market Association".

"Majority of Senior Creditor Entities" means, at any given time, the group of Senior Creditor Entities whose share of the amount committed under the Senior Debt Instruments represents at least 66.67%.

"Majority of Operating Entities" has the meaning attributed to that term in the Working Capital Framework Agreement.

"Majority of Lending Entities" has the meaning attributed to that term in the Framework Loan Agreement.

"ICO Regulations" means any regulations, rules, clauses, notes, contracts or terms applicable to the ICO Guarantees.

"Corporate Purpose" is the specific purpose of a company, as it generally consists of the specific activity that will enable the generation of profits and the sector or economic branch in which it will be carried out.

"Senior Obligations" means the obligations assumed by the Debtors towards the Senior Lending Institutions, as applicable, pursuant to, or in connection with, the Senior Debt Instruments, whether:

(a) obligations incurred prior to the Signing Date, including: (i) those that have been novated on or after the Signing Date; and (ii) those which, having been formalised on or after the Signing Date, arise from obligations incurred prior to the Signing Date (the “Old Money”); or

(b) obligations incurred on or after the Signing Date, expressly excluding those that replace obligations incurred prior to the Signing Date, which shall be treated as Old Money for all purposes (the “New Money”).

"Subordinated Obligations" means the obligations assumed by the Debtors towards the Subordinated Creditor Entities, as applicable, pursuant to, or in connection with, the Subordinated Debt Instruments, as applicable.

"Obligors" means those entities that have the status of "Obligors" under the Working Capital Framework Agreement and/or the Loan Framework Agreement at any given time.

"Financing Office" means:

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(a) in relation to a Senior Lender, the office or offices notified by such Senior Lender to the Global Agent in writing on or before the date on which it becomes a Senior Lender (or, after such date, by giving at least five (5) Business Days’ prior written notice) as the office or offices through which it will perform its obligations under this Agreement; or

(b) in relation to any other Financial Party, the office in the jurisdiction in which it is resident for tax purposes.

"Sanctioned Country" means a country or territory that is, or whose Government is, subject to or the subject of Sanctions, including, without limitation, Iran, North Korea, Russia, Sudan, South Sudan and Syria.

"Party" means each party to this Agreement at any time.

"Financial Party" means the Facility Agent, the Loan Agent, the Global Agent or a Senior Lending Entity.

"Restricted Party" means a person:

(a) who is, is owned by, or is controlled by, directly or indirectly, a person appearing on a Sanctions List or who is otherwise subject to Sanctions;

(b) that is established in, or is resident in, or carries on business in, or operates in, or is incorporated under the laws of, a Sanctioned Country;

(c) who is acting on behalf of any of the persons listed in sections (a) and (b) above; or

(d) with whom any other person or any Financial Party is prohibited, pursuant to any Sanction, from doing business or otherwise engaging in any transaction.

"Term of Membership" means the period of time between (both inclusive):

(a) the Signing Date; and

(b) the Option Exercise Completion Date.

"Restructuring Plan" has the meaning set out in the "Preamble" section of this Agreement.

"CESCE Policy" means any insurance policy issued by CESCE in relation to any Senior Debt Instrument in favour of any Senior Creditor Entity, comprising its general and specific terms and conditions, as well as any supplementary terms and conditions that may be entered into subsequently.

"Shareholders’ Bridge Loan" means the loan in the amount of EUR 6,647,058.82 granted on or prior to the Signing Date by Orilla Asset Management, S.L., Inversiones Financieras Perseo, S.L. (a company of the Iberdrola group), AM Gestio, S.L., Consilium, S.L., Mingkiri, S.L. and Kariega Ventures, S.L. as lenders, in favour of Wallbox NV, as borrower.

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"Blocking Regulation" means Council Regulation (EC) No 2271/96 of 22 November 1996 on protection against the effects of the extraterritorial application of legislation adopted by a third country, and against actions based thereon or resulting therefrom.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Sanctions" means any economic or financial sanctions, regulations, trade embargoes or other restrictive measures imposed, administered, enacted or enforced at any time by any Sanctioning Authority.

"Parent Company" means, in relation to a particular company, any other company of which that company is a Subsidiary.

"Super Majority of Senior Creditor Entities" means, at any time, the group of Senior Creditor Entities whose share of the amount committed under the Senior Debt Instruments represents at least 75%.

"Event of Default" has the meaning attributed to that term in the Cash Facility Master Agreement or the Loan Facility Master Agreement, as applicable.

"T2" means the real-time gross settlement system operated by the Eurosystem, or any system succeeding it.

1.2 Interpretation

(a) Unless otherwise stated, references made in this Agreement to:

(i) the "Cash Agent", the "Loan Agent", the "Global Agent", any "Debtor", any "Creditor Entity", any “Factoring Entity”, any “Confirming Entity”, any “Lending Entity”, any “Shareholder Creditor”, any “Intragroup Creditor” and any “Party” shall be construed as including their successors in title or authorised assignees in accordance with the Debt Instruments and this Agreement;

(ii) “assets” includes property, income and rights of any kind, present and future;

(iii) this Agreement or a “Debt Instrument” or any other agreement or document shall be deemed to refer to the relevant document as amended, novated, supplemented, extended or restated;

(iv) a "group of Creditor Entities" includes all Creditor Entities;

(v) a "group of Senior Creditor Entities" includes all Senior Creditor Entities;

(vi) a “person” includes any person, firm, partnership, company, government, state, public authority, public body or agency, and any association, trust, joint venture, consortium, partnership or any other entity (whether or not it has its own legal personality);

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(vii) a "regulation" or "rule" includes any law, rule, regulation, provision, by-law, circular, order, official guideline, request or guidance (whether or not it has binding effect) issued by any governmental, administrative, national, intergovernmental or supranational body, agency or department, or regulatory or self-regulatory body, or any other authority;

(viii) “to the best of their knowledge and belief” shall apply solely in respect of the specific fact to which it refers and shall encompass not only the actual knowledge that the Debtors have of the relevant fact, but also the knowledge they ought to have after having carried out the examination or enquiry that might reasonably be expected of a prudent and diligent businessperson in the Debtors’ sector of activity (as applicable );

(ix) a statutory provision refers to that provision as amended, modified or consolidated; and

(x) a time reference refers to the time in Madrid.

(b) The headings of the Sections, Clauses and Annexes are included solely for ease of reference.

(c) Any term used in this Agreement in the masculine form shall be deemed to include the same term in the feminine form and vice versa. Any term used in this Agreement in the singular form shall be deemed to include the same term in the plural form and vice versa.

(d) Unless otherwise stated, terms used in any other Debt Instrument or in any notices given under or in connection with any Debt Instrument shall have the meaning attributed to them in this Agreement.

1.3 Calculation of time limits

The definitions contained in this Clause (together with the definition of “Business Day”), unless otherwise stated, shall apply when calculating the time periods set out in this Agreement.

"year" or "annual" means the period between a specific Day and the Day bearing the same number in the twelfth (12th) month following, unless there is no Day bearing the same number in that month, in which case this period shall end on the last Day of the twelfth (12th) month following.

"Day" or "day" or "calendar day" means each day of the Gregorian calendar. In the case of periods stipulated in Days or days, these shall be understood to be calendar days, unless otherwise specified.

"time" means Madrid time, unless otherwise stated.

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"Month" or "month" means any period commencing on a specific day of a calendar month and ending on the numerically equivalent day of the following calendar month, on the understanding that:

(a) if the corresponding numerically equivalent day is not a Business Day, such period shall end on the next Business Day within that calendar month in which the period ends, if any, or, failing that, on the immediately preceding Business Day; and

(b) if there is no numerically equivalent day within the calendar month in which such period is to end, the period shall end on the last Business Day of that calendar month.

The above rules shall apply only to the last Month of any period.

1.4 Currency symbols and definitions

"EUR" and "Euro" means the single currency of the Participating Member States.

1.5 CESCE Policies

(a) Notwithstanding any provision to the contrary contained in this Agreement or in any Senior Debt Instrument, nothing in any Senior Debt Instrument shall oblige a Financial Party to act or refrain from acting in a manner inconsistent with any requirement or instruction of CESCE under, or in connection with, any CESCE Policy and, in particular, each Financial Party:

(i) shall be authorised to take all measures it deems necessary to ensure compliance with all CESCE requirements under, or in connection with, any CESCE Policy;

(ii) shall not be obliged to take any action which, in its reasonable opinion, might result in a breach of any requirement or instruction of CESCE under, or in connection with, any CESCE Policy; and

(iii) shall be obliged to follow CESCE’s instructions. Each Party agrees that no Financial Party shall be liable to the other Parties for complying with such instructions.

(b) Nothing in this Clause1.5 (CESCE Policies) shall affect the obligations of any Debtor under the Senior Debt Instruments.

(c) If, in the opinion of any of the Financial Parties (acting reasonably), there are terms of any Senior Debt Instrument that contradict or conflict with any provision of a CESCE Policy, such that compliance by that Financial Party with the terms of the said CESCE Policy may result in a breach by it of the terms of that Senior Debt Instrument, that Financial Party shall notify the other Parties.

(d) The Parties agree that the terms of the relevant Senior Debt Instrument shall be amended or supplemented to the extent necessary (at the Debtors’ expense) so that

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compliance by that Financial Party with the terms of the CESCE Policy does not constitute a breach of the terms of the relevant Senior Debt Instrument.

(e) In the event of any conflict or inconsistency between the terms of any Senior Debt Instrument and a CESCE Policy, the terms of the CESCE Policy shall prevail.

(f) The Debtors undertake to:

(i) provide the Senior Lending Institution, upon request, as soon as possible, with a copy of any documentation required by CESCE or the Senior Lending Institution to comply with any CESCE Policy; and

(ii) take any action required by CESCE or a Senior Lender to comply with any CESCE Policy.

1.6 ICO Regulations

(a) Without prejudice to any provision to the contrary contained in this Agreement or any Senior Debt Instrument, nothing in this Agreement or any Senior Debt Instrument shall oblige a Financial Party to act or refrain from acting in contravention of the ICO Regulations or in any other manner that may result in the impairment or loss of an ICO Guarantee; and, in particular, each Financial Party:

(i) shall be entitled to take all measures it deems necessary to ensure compliance with the ICO Regulations and the preservation of its ICO Guarantees ; and

(ii) shall not be obliged to do anything which, in its reasonable opinion, might result in a breach of the ICO Regulations and the preservation of its ICO Guarantees.

(b) Nothing in this Clause1.6 (ICO Regulations) shall affect the obligations of any Debtor under this Agreement or the Senior Debt Instruments.

(c) If, in the opinion of any of the Financial Parties (acting reasonably), there are terms of this Agreement or any Senior Debt Instrument that contradict or conflict with the ICO Regulations, such that compliance by that Financial Party with the ICO Regulations may result in a breach by it of the terms of this Agreement or such Senior Debt Instrument, that Financial Party shall notify the other Parties.

(d) The Parties agree that the terms of this Agreement or the relevant Senior Debt Instrument shall be amended or supplemented to the extent necessary (at the Debtors’ expense) so that compliance by that Financial Party with the ICO Regulations does not constitute a breach of the terms of this Agreement or the relevant Senior Debt Instrument.

(e) The Debtors undertake to:

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(i) provide the Senior Lending Entity, upon request, as soon as possible, with a copy of any documentation required by the ICO or the Senior Lending Entity to comply with the ICO Regulations; and

(ii) take any action required by the ICO or a Senior Lending Institution to comply with the ICO Regulations.

1.7 FEI Guarantees

(a) Notwithstanding any provision to the contrary contained in this Agreement or in any Senior Debt Instrument, nothing in any Senior Debt Instrument shall oblige a Financial Party to act or refrain from acting in a manner inconsistent with any requirement or instruction of the FEI under, or in connection with, any FEI Guarantee and, in particular, each Financial Party:

(i) shall be entitled to take all steps it deems necessary to ensure compliance with all FEI requirements under, or in connection with, any FEI Guarantee;

(ii) shall not be obliged to take any action which, in its reasonable opinion, might result in a breach of any requirement or instruction of the FEI under, or in connection with, any FEI Guarantee; and

(iii) shall be obliged to follow the instructions of the FEI. Each Party agrees that no Financial Party shall be liable to the other Parties for complying with such instructions.

(b) Nothing in this Clause1.7 (FEI Guarantees) shall affect the obligations of any Borrower under the Senior Debt Instruments.

(c) If, in the opinion of any of the Financial Parties (acting reasonably), there are terms of any Senior Debt Instrument that contradict or conflict with any provision of an FEI Guarantee, such that compliance by that Financial Party with the terms of the said FEI Guarantee may result in a breach by it of the terms of that Senior Debt Instrument, that Financial Party shall notify the other Parties.

(d) The Parties agree that the terms of the relevant Senior Debt Instrument shall be amended or supplemented to the extent necessary (at the Obligors’ expense) so that compliance by that Financial Party with the terms of the FEI Guarantee does not constitute a breach of the terms of the relevant Senior Debt Instrument.

(e) In the event of any conflict or inconsistency between the terms of any Senior Debt Instrument and an FEI Guarantee, the terms of the FEI Guarantee shall prevail.

(f) The Debtors undertake to:

(i) provide the Senior Lender, upon request, as soon as possible, with a copy of any documentation required by the FEI or the Senior Lender to comply with any FEI Guarantee; and

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(ii) take any action required by the FEI or a Senior Lender to comply with any FEI Guarantee.

2. GLOBAL AGENT

2.1 Appointment of the Global Agent

(a) Each of the Senior Lending Entities appoints Palmer as Global Agent for the purposes of this Agreement and the Senior Debt Instruments, even where this involves multiple representation, self-dealing or a conflict of interest. The Global Agent expressly accepts such appointment.

(b) The Parties agree that the entity which, at any given time, holds the status of Global Agent under this Agreement shall be the Working Capital Agent, the Loan Agent and the agent under any Additional Debt Instrument of a syndicated nature. Consequently:

(i) should there be a change of Global Agent under this Agreement (whether by resignation, revocation or any other circumstance), the new Global Agent appointed for this Agreement (in accordance with the rules set out therein) shall automatically become the Working Capital Agent and Loan Agent under the Working Capital Master Agreement and the Loan Master Agreement, respectively, and the agent under any syndicated Additional Debt Instrument; and

(ii) a change of agent (whether by resignation, revocation or any other circumstance) may only take place under the Working Capital Framework Agreement, the Loan Framework Agreement or a syndicated Additional Debt Instrument, provided that the new entity:

(A) operates through an office in Spain;

(B) is appointed by the Majority of Senior Lenders, unless, in the event of a resignation:

(1) the new entity is an Affiliate of the existing agent, in which case the existing agent may appoint that new entity directly, subject to notification to the Senior Lending Entities and Wallbox Chargers; or

(2) the Senior Lending Entities do not appoint a new entity within thirty (30) days of receiving notice of such waiver, in which case the existing agent (after consulting with Wallbox Chargers) may directly appoint such new entity; and

(C) it is appointed as agent, on all existing terms, under the Working Capital Framework Agreement, the Loan Framework Agreement, any syndicated Additional Debt Instrument and this Agreement; that is to say, such new entity is appointed as Working Capital Agent,

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Loan Agent, Global Agent and agent under any syndicated Additional Debt Instrument.

(c) Subject to the provisions of the following section (d) , each Financial Party (other than the Global Agent) authorises the Global Agent to perform the duties, fulfil the obligations and responsibilities entrusted to it, and to exercise the rights, powers and authorities expressly delegated to the Global Agent under or in connection with this Agreement and the Senior Debt Instruments, together with all other rights, powers and authorities incidental thereto. In the performance of its duties, the Global Agent shall act as the Global Agent and as the representative of each Financial Party which, by signing this Agreement, authorises it to execute and exercise the rights corresponding to each Financial Party and to represent each Financial Party at the notarial execution and/or formalisation of this Agreement and any Senior Debt Instrument (or any novation, extension, ratification and/or cancellation thereof).

(d) By signing this Agreement, any Financial Party that has notified the Global Agent that it cannot authorise or grant power of attorney in favour of the Global Agent, or that has not authorised or appointed the Global Agent to act on its behalf and in its name, irrevocably undertakes, should it receive a request from the Global Agent to that effect, to appear together with the Global Agent and to execute any document or instrument (including any public document) together with the Global Agent to enable the Global Agent to exercise the rights, powers and authorities granted under this Agreement.

2.2 Instructions

(a) The Global Agent:

(i) shall exercise or refrain from exercising any right, power, authorisation or authority vested in it in its capacity as Global Agent, in accordance with any instructions received from:

(A) the Super Majority of Senior Creditors, if this Agreement provides that such matter is to be resolved by agreement of the Super Majority of Senior Creditors; and

(B) in any other circumstances, the Majority of Senior Creditor Entities; and

(ii) shall not be liable for any act (or omission) performed (or refrained from performing) in accordance with the provisions of paragraph (i) above.

(b) The Global Agent shall be entitled to request the receipt of express instructions, or clarification of any instructions received, from the Senior Creditor Entities (or, in the event that this Agreement provides that the matter in question must be resolved by agreement of any other Senior Creditor Entity or group of Senior Creditor Entities, from such Senior Lending Party or group of Senior Lending Parties) for the purpose of determining whether it should exercise or refrain from exercising any right,

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power, authorisation or authority, and in what manner. The Global Agent may refrain from acting until such time as it receives the aforementioned instructions or clarifications requested.

(c) Except in the case of decisions to be taken by any other Senior Lender or group of Senior Lenders under this Agreement, any instructions given to the Global Agent by the Senior Lenders shall prevail over any conflicting instructions given by any other Parties, and shall be binding on all Financial Parties, except the Global Agent.

(d) The Global Agent may refrain from acting in accordance with any instructions received from any Senior Lender or group of Senior Lenders until such time as it has received any indemnity and/or guarantee it may require at its discretion (which may exceed the provisions of this Agreement, including the possibility of requesting an advance payment) in relation to any costs, losses or liabilities it may incur in complying with such instructions.

(e) In the absence of instructions, the Global Agent may act (or refrain from acting) in the manner it deems most appropriate in the interests of the Senior Lending Entities.

(f) The Global Agent is not authorised to act on behalf of a Senior Lending Entity (without first obtaining the consent of that Senior Lending Entity) in any judicial or arbitration proceedings relating to this Agreement or any Senior Debt Instrument. This section (f) shall not apply to any judicial or arbitration proceedings relating to the perfection, preservation or protection of rights arising from the Security Documents or the enforcement of the Security Interests .

2.3 Duties of the Global Agent

(a) The duties of the Global Agent in relation to this Agreement and the Senior Debt Instruments are of a purely mechanical and administrative nature.

(b) The Global Agent shall immediately forward to any of the Parties the original or a copy of any document delivered to the Global Agent for that Party by any other Party.

(c) Unless this Agreement or a Senior Debt Instrument specifically provides otherwise, the Global Agent shall not be obliged to review the adequacy, accuracy or completeness of any document forwarded to another Party.

(d) The Global Agent shall have only the duties, obligations and responsibilities expressly set out in this Agreement and the Senior Debt Instruments to which it is a party (and shall not assume any others by implication).

2.4 No Fiduciary Duties

(a) Nothing in this Agreement or any Senior Debt Instrument shall constitute the Global Agent as an administrator or trustee of any person.

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(b) The Global Agent shall not be required to account to any Senior Creditor Entity in respect of any amount, or the return on any amount, received on its own behalf.

2.5 Relations with the Group

The Global Agent may accept deposits, carry out financing transactions and, in general, enter into any type of banking or other transaction with any member of the Group.

2.6 Rights and Powers

(a) The Global Agent may:

(i) rely on any formal statement, communication, notice or document which it considers to be authentic, correct and duly executed;

(ii) assume that:

(A) any instructions received from the Senior Lending Entities, any Senior Lending Entity or any group of Senior Lending Entities have been validly given in accordance with the terms set out in this Agreement or the Senior Debt Instruments; and

(B) unless notified of their revocation, such instructions have not been revoked; and

(iii) rely on certificates received from any person:

(A) regarding any matter of fact or circumstance which that person might reasonably be expected to have known; or

(B) for the purpose of such person’s compliance with any agreement, transaction, act or other matter,

as sufficient evidence of the fact being certified and, in the case of the provisions of the section (A) above, it may also assume the truth and correctness of the relevant certificate.

(b) The Global Agent may assume (unless it has received any notification to the contrary in its capacity as agent for the Senior Lending Entities) that:

(i) no event of default has occurred under this Agreement or any Senior Debt Instrument;

(ii) no right, power, authorisation or authority granted to any of the Financial Parties or any group of Senior Creditor Entities has been exercised; and

(iii) any notification made by Wallbox Chargers is made on behalf of, and with the consent of, all Debtors.

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(c) The Global Agent shall be authorised to engage and pay for the advice or services of any solicitors, accountants, tax advisers, experts or other professional advisers or experts.

(d) Without prejudice to the general nature of the provisions set out in the preceding paragraph (c) or in the following paragraph (e) , the Global Agent shall be entitled at any time to engage and pay for the services provided by any solicitors acting as independent legal advisers to the Global Agent (separately from any solicitors engaged by the Senior Lenders) should the Global Agent reasonably consider this necessary.

(e) The Global Agent may rely on the advice and services provided by any lawyers, accountants, tax advisers, experts or other professional advisers or experts (whether received by the Global Agent itself or by any other Party) and shall not be liable for any damages, costs or losses incurred by any person, nor for any diminution in value or liability of any kind that it may incur as a result of having relied on such advice or such services.

(f) The Global Agent may act in relation to this Agreement and the Senior Debt Instruments through its officers, employees and agents, and the Global Agent:

(i) shall not be liable for any error or judgement made by such persons; and

(ii) shall not be obliged to supervise, nor shall it in any other way be liable for, any loss incurred as a result of malpractice, omission or breach by such persons,

unless such error or loss was a direct consequence of gross negligence or wilful misconduct on the part of the Global Agent.

(g) Unless expressly provided otherwise in this Agreement or a Senior Debt Instrument, the Global Agent may disclose to the other Parties any information which, in its opinion, it has received in its capacity as Global Agent under this Agreement.

(h) Notwithstanding any provision to the contrary contained in this Agreement or the Senior Debt Instruments, the Global Agent shall not be obliged to take any action which, in its opinion, might constitute a breach of any applicable legal regulations or of its duty of confidentiality.

(i) Notwithstanding any provision to the contrary in this Agreement or any Senior Debt Instrument, the Global Agent shall not be obliged to incur any expense or to put its own funds at risk, or to assume any financial liability in any other way, in the performance of its duties, obligations or the responsibilities entrusted to it, nor in the exercise of any right, power, authorisation or authority, where it has sufficient grounds to reasonably believe that it has not been assured of the reimbursement of such funds or provided with a commitment to indemnify or guarantee on adequate terms to cover such risks or liabilities.

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2.7 Liability for documentation

The Global Agent shall not be liable for:

(a) the sufficiency, truthfulness or accuracy of the information (whether oral or written) provided by the Global Agent, a Debtor or any other person in, or in connection with, this Agreement or any Senior Debt Instrument or in the context of the transactions contemplated by this Agreement or the Senior Debt Instruments or in any other contract, agreement or document previously entered into, reached or signed, under or in connection with this Agreement or any Senior Debt Instrument; or

(b) the legality, validity, effectiveness, suitability or enforceability of this Agreement or any Senior Debt Instrument, or of any other contract, agreement or document entered into, reached or signed prior to, under or in connection with this Agreement or any Senior Debt Instrument; or

(c) verify whether any information provided, or to be provided, to any Financial Party is private information the use of which may be regulated or prohibited by any applicable law or regulation relating to the misuse of inside information or of any other kind.

2.8 No Duty of Control

The Global Agent shall not be obliged to investigate:

(a) whether or not a breach has occurred under this Agreement or any Senior Debt Instrument;

(b) whether any of the Parties has complied with or breached its obligations under this Agreement or any Senior Debt Instrument; or

(c) whether any other event specified in this Agreement or any Senior Debt Instrument has occurred.

2.9 Exclusion of liability

(a) Without in any way limiting the provisions of paragraph (b) below (and without prejudice to any other provision contained in this Agreement or any Senior Debt Instrument pursuant to which the Global Agent’s liability is excluded or limited), the Global Agent shall not be liable for:

(i) any damages, costs or losses incurred by any person, or for any diminution in value or liability of any kind which it may incur as a result of having taken, or failed to take, any action under, or in connection with, this Agreement or any Senior Debt Instrument, unless such damages, costs or losses have been caused directly as a result of gross negligence or wilful misconduct on its part;

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(ii) exercising, or failing to exercise, any right, power, authorisation or authority granted to you under, or in connection with, this Agreement; any Senior Debt Instrument or any other contract, agreement or document entered into, reached or signed prior to, under or in connection with this Agreement or any Senior Debt Instrument, unless caused by gross negligence or wilful misconduct on your part; or

(iii) without prejudice to the generality of the provisions set out in sections (i) and (ii) above, any damages, costs or losses incurred by any person, any diminution in value or any liability of any kind arising from:

(A) any act, event or circumstance beyond its reasonable control; or

(B) general risks associated with investment or the ownership of assets in any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liabilities arising as a result of any nationalisation, expropriation or other administrative actions; any exchange control regulations, currency devaluation or fluctuations; any market conditions affecting the execution or settlement of transactions or the value of assets; any breakdown, failure or malfunction of any transport, telecommunications or IT services or systems operated by third parties; any natural disasters or events of force majeure; wars, terrorist acts; situations of insurrection or revolution; as well as any strikes or industrial action.

(b) Neither Party (other than the Global Agent) may bring any proceedings against directors, officers, representatives, agents or employees of the Global Agent in respect of any claim they may have against the Global Agent or in respect of any act or omission of any kind on the part of such persons in connection with this Agreement or any Senior Debt Instrument.

(c) The Global Agent shall not be liable for any delay (and the consequences arising therefrom) in the payment of such amounts as, in accordance with this Agreement or the Senior Debt Instruments, are to be distributed by the Global Agent, provided that the Global Agent has taken all necessary measures (and at the appropriate time) to comply with applicable regulations or the operational instructions of the clearing and settlement systems used by the Global Agent for that purpose.

(d) The Global Agent shall not be obliged to carry out on behalf of any Senior Creditor Entity:

(i) any customer identification procedures (know your customer), nor any other verification of any kind in relation to any person; or

(ii) any verification regarding the possibility that any transaction contemplated in this Agreement may be unlawful for any Senior Creditor Entity,

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and each of the Senior Creditor Entities confirms to the Global Agent that they shall be solely responsible for carrying out any checks that need to be performed and that they shall not be entitled to rely on the procedures carried out by the Global Agent for such purposes.

(e) Without prejudice to any provision set out in this Agreement or any Senior Debt Instrument for the purpose of excluding or limiting the Global Agent’s liability, any liability arising for the Global Agent under, or in connection with, this Agreement or any Senior Debt Instrument shall be limited to the amount corresponding to the specific losses incurred (calculated by reference to the date on which the relevant breach by the Global Agent occurred or, if later, the date on which such losses arose as a consequence of such breach), without taking into account for these purposes any particular conditions or circumstances known to the Global Agent at any time and which increase the amount of such losses. The Global Agent shall in no event be liable for any loss of revenue, goodwill, reputation, business opportunity or anticipated savings, or for any special, exemplary, indirect or consequential damages, regardless of whether or not the Global Agent has been advised of the possibility of such damages or losses.

2.10 Resignation of the Global Agent

(a) The Global Agent may resign from its appointment and designate one of its Affiliates operating through an office in Spain as the new Global Agent, subject to prior notification to the Senior Lenders and Wallbox Chargers.

(b) Alternatively, the Global Agent may resign from its appointment by giving thirty (30) days’ notice to the Senior Lenders and Wallbox Chargers, in which case the Senior Lenders (after consulting with Wallbox Chargers) may appoint a new Global Agent.

(c) If the Senior Lending Entities have not appointed a new Global Agent in accordance with the foregoi (b) within thirty (30) days of receiving the relevant notice of resignation, the outgoing Global Agent (after consulting with Wallbox Chargers) may appoint a new Global Agent (operating through an office in Spain).

(d) In the event that the Global Agent wishes to resign from its appointment on the grounds that (acting reasonably) its continued role as such is no longer appropriate, and provided that it is authorised to appoint a new Global Agent in accordance with the terms set out in section (c) above, the Global Agent may (if it determines (acting reasonably) that it is necessary for the purpose of persuading the proposed new Global Agent to enter into this Agreement as a Global Agent) agree with the proposed new Global Agent to make amendments to this Clause2 (Global Agent) and any other provision contained in this Agreement relating to the rights or obligations of the Global Agent on terms consistent with current market practice regarding the appointment and protection of such agents, together with any reasonable amendments regarding the agency commission applicable under this Agreement that are consistent with the customary rates applicable to the new Global Agent, all such amendments being binding on the Parties.

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(e) The outgoing Global Agent shall make available to the new Global Agent all documentation and information, and shall provide such assistance, as the latter may reasonably request for the purposes of performing its duties as Global Agent under this Agreement and the Senior Debt Instruments. The Debtors shall, within three (3) Business Days of being so requested by Wallbox Chargers, shall reimburse the outgoing Global Agent for the amounts corresponding to all costs and expenses (including, for these purposes, lawyers’ fees) reasonably incurred by the latter for the purpose of making the aforementioned documentation and information available to the new Global Agent and providing the assistance referred to.

(f) The Global Agent’s resignation shall only take effect upon the new Global Agent’s acceptance of its appointment.

(g) As soon as the new Global Agent is appointed, the outgoing Global Agent shall be released from any obligations in relation to this Agreement and the Senior Debt Instruments, whilst retaining the right to benefit from the provisions of Clause2.17 (Indemnification of the Global Agent) and this Clause2.10 (Resignation of the Global Agent) (and the agency fee payable to the outgoing Global Agent shall cease to accrue from (and shall be paid on) that date). The new Global Agent and the other Parties shall have the same rights and obligations towards one another as they would have had if the new Global Agent had been one of the original Parties to this Agreement.

(h) Following consultation with Wallbox Chargers, the Majority of Senior Creditors may, by notice to the Global Agent, require the Global Agent to resign from its appointment in accordance with the provisions of section (b) above. In such an event, the Global Agent shall resign from its appointment in accordance with the provisions of section (b) above.

2.11 Replacement of the Global Agent

(a) Following consultation with Wallbox Chargers, the Senior Lenders may, by giving the Global Agent at least thirty (30) days’ notice, replace the Global Agent by appointing a new Global Agent (operating through an office in Spain).

(b) The outgoing Global Agent shall make available to the new Global Agent all documentation and information, and shall provide such assistance as the latter may reasonably request for the purposes of fulfilling its duties as Global Agent under this Agreement and the Senior Debt Instruments. The Debtors shall, within three (3) Business Days of such a request being made to Wallbox Chargers, shall reimburse the outgoing Global Agent for the amounts corresponding to all costs and expenses (including, for these purposes, lawyers’ fees) reasonably incurred by the latter for the purpose of making the aforementioned documentation and information available to the new Global Agent and providing the aforementioned assistance.

(c) The appointment of the Global Agent shall take effect on the date specified in the notice sent by the Senior Lending Entities to the outgoing Global Agent. From that date, the outgoing Global Agent shall be released from any obligations in relation to this Agreement and the Senior Debt Instruments (except in respect of its

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obligations under the preceding section (b) ), although it shall retain the right to benefit from the provisions of Clause2.17 (Indemnification of the Global Agent) and this Clause2.11 (Replacement of the Global Agent) (and the agency fee payable to the outgoing Global Agent shall cease to accrue from (and shall be paid on) that date).

(d) The new Global Agent and the Senior Lending Entities shall have the same rights and obligations towards each other as they would have had if the new Global Agent had been one of the original Parties to this Agreement.

2.12 Confidentiality

(a) Any actions taken by the Global Agent shall be deemed to have been taken by the division responsible for managing agency functions in similar transactions. That division shall be regarded as an entity independent of the Global Agent’s other divisions or departments.

(b) Should any of the other divisions or departments of the Global Agent receive any information, such information shall be treated as proprietary and confidential to that division or department and, consequently, shall not be deemed to have been received by the Global Agent.

2.13 Relationship with Senior Creditor Entities

(a) The Global Agent may treat the person listed in its records as the Senior Creditor Entity at the start of each business day (at the location corresponding to the Global Agent’s principal office, as notified to the Financial Parties from time to time) as the Senior Creditor Entity acting through its Financing Office:

(i) authorised to receive, or responsible for making, any payment due in connection with this Agreement or any Senior Debt Instrument on that day; and

(ii) authorised to receive, and to act upon receipt of, any notice, request, document or communication, or to make any decision or adopt any resolution pursuant to this Agreement or any Senior Debt Instrument executed or granted on such day,

unless it has received notice to the contrary from such Senior Lending Entity at least five (5) Business Days in advance, in accordance with the terms of this Agreement.

(b) Any Senior Lending Entity may notify the Global Agent of the appointment of a contact person to receive on its behalf all notices, communications, information and documents to be delivered (or sent) to such Senior Lending Entity pursuant to this Agreement or the Senior Debt Instruments. The notice shall specify the address, email address and/or any other information required to enable the transmission of information by such means (and, in each case, the department or contact person, if any, to whose attention the communication is to be delivered), and shall be deemed to constitute notification by the said Senior Lending Entity of an address, email

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address (or any other information), alternative department and contact person, for the purposes of Clause18.2 (Addresses), and the Global Agent may treat that person as authorised to receive all such notices, communications, information and documents as if that person were the Senior Lending Entity itself.

2.14 Credit assessment by the Senior Lenders

Without prejudice to the liability of any Borrower for information provided by or on behalf of such Borrower in connection with this Agreement or any Senior Debt Instrument, each of the Senior Lending Entities confirms to the Global Agent that it has been, and shall continue to be, solely responsible for conducting its own independent assessment and investigation of all risks arising from, or relating to, this Agreement or any Senior Debt Instrument, including, by way of example:

(a) the financial position, status and nature of each member of the Group;

(b) the legality, validity, enforceability, suitability or enforceability of this Agreement or any Senior Debt Instrument, and of any other contract, agreement or document previously granted, executed or entered into pursuant to, or in connection with, this Agreement or any Senior Debt Instrument;

(c) whether such Senior Lending Entity has a recourse, and the nature and extent of such recourse, against any Party or against any of their respective assets under, or in connection with, this Agreement or any Senior Debt Instrument; the transactions contemplated by this Agreement and the Senior Debt Instruments or any other contract, agreement or document previously granted, executed or entered into pursuant to, or in connection with, this Agreement or any Senior Debt Instrument; and

(d) the adequacy, accuracy or completeness of any information provided by the Global Agent, by any Party or by any other person under, or in connection with, this Agreement or any Senior Debt Instrument, with the transactions contemplated by this Agreement, any Senior Debt Instrument or any other contract, agreement or document previously granted, executed or entered into pursuant to, or in connection with, this Agreement or any Senior Debt Instrument.

2.15 Deduction from amounts payable by the Global Agent

If any Party owes an amount to the Global Agent under this Agreement or the Senior Debt Instruments, the Global Agent shall be entitled, upon notice to such Party, to set off such amount against any payments which the Global Agent is obliged to make to the Party in question under this Agreement or the Senior Debt Instruments, and to apply the amount so set off towards payment of the amount owed. In such an event, the Party concerned shall be deemed to have received in full the amount that was originally to be paid by the Global Agent.

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2.16 Fees

The Debtors shall pay the Global Agent an agency fee on the dates and in the amounts agreed in the relevant letter.

2.17 Indemnification of the Global Agent

(a) The Debtors shall indemnify the Global Agent immediately against any costs, losses or liabilities incurred by the Global Agent (acting reasonably) as a result of:

(i) the investigation and analysis of any fact or circumstance which, in its reasonable opinion, might constitute a breach under this Agreement or any Senior Debt Instrument;

(ii) having acted in accordance with, or having relied upon, the provisions of any notice, request or instruction which it reasonably considers to be genuine, correct and duly authorised;

(iii) the appointment of solicitors, accountants, tax advisers, experts or any other professional advisers or experts on the terms permitted under this Agreement or the Senior Debt Instruments;

(iv) the assumption of obligations under this Agreement or any Senior Debt Instrument;

(v) the exercise of rights and powers conferred on the Global Agent under this Agreement or any applicable regulations; or

(vi) the performance by the Debtors of any obligation set out in this Agreement or any Senior Debt Instrument,

unless such cost, loss or liability was a direct consequence of gross negligence or wilful misconduct on the part of the Global Agent.

(b) The indemnities provided for in this Clause2.17 (Indemnity to the Global Agent) shall survive and remain in full force and effect notwithstanding the termination of this Agreement or the resignation or replacement of the Global Agent, provided that the cost, loss or liability was incurred as a result of the Global Agent’s actions prior to the termination of this Agreement.

3. RANK AND PRIORITY

3.1 Credit Rights of the Creditor Entities

(a) Senior Creditor Entities

Subject to the provisions of Clause8 (Distribution of Proceeds), the Parties expressly agree that the claims held by the Senior Creditor Entities (expressly including the claims of creditors of Additional Debt who, not being a party, have acceded to this Agreement as Senior Creditor Entities in accordance with Clause9 (Additional Debt))

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hold against the Debtors at any time pursuant to this Agreement and the Senior Debt Instruments, respectively, shall rank pari passu with the rights of the other Senior Creditor Entities, except for those that are preferential or subordinated by operation of law.

(b) Subordinated Creditor Entities

(i) The Parties expressly agree that the credit rights held by the Subordinated Creditor Entities against the Debtors at any time pursuant to the Subordinated Debt Instruments, respectively, shall be subordinated in the order of priority to the rights of the Senior Creditor Entities, without establishing a ranking between the credit rights held by Shareholder Creditors and Intra-group Creditors.

(ii) By signing this Agreement (or, where applicable, the relevant Accession Document), the Subordinated Creditor Entities expressly accept the subordination provided for in this section (b) .

3.2 Security interests

(a) Senior Creditor Entities

(i) The Parties expressly agree that the Security Interests shall secure the Debtors’ payment obligations under this Agreement and the Senior Debt Instruments on a pari passu basis and without preference amongst them.

(ii) In particular, the Parties acknowledge that the Additional Debt shall not benefit from security interests granted by the Debtors over their own assets or by third parties over the Debtors’ assets other than the Security Interests.

(b) Subordinated Creditor Entities

(i) The Parties expressly agree that the Subordinated Creditor Entities shall not benefit from the Security Interests or from any other security interest granted by the Debtors over their own assets or by third parties over the Debtors’ assets.

(ii) By signing this Agreement (or, where applicable, the relevant Accession Document), the Subordinated Creditor Entities expressly undertake to comply with the obligation not to benefit from the guarantees described in section (i) above.

4. DECISION-MAKING BY SENIOR CREDITORS

(a) Without prejudice to the provisions of Clause 22 (Amendments and Waivers) of the Working Capital Framework Agreement, Clause 22 (Amendments and Waivers) of the Loan Framework Agreement and any Additional Debt Instrument in respect of the decisions provided for therein, decisions relating to this Agreement shall be

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taken by a majority of the Senior Lenders, unless otherwise expressly provided for in this Agreement.

(b) Decisions adopted by the Majority of Senior Lending Entities shall be binding on all Senior Lending Entities. Consequently, those Senior Lending Entities that have voted against such decisions or have not participated in the vote shall nevertheless be bound by the decision of the Majority of Senior Lending Entities and shall be obliged to carry out whatever actions (expressly including, but not limited to, signing public or private documents and granting powers of attorney or ratifying actions) necessary to ensure that the decisions adopted by the required majority may be carried out and implemented.

(c) Each Senior Creditor Entity must vote in the same way in its capacity as a Crediting Entity, Factoring Entity, Confirming Entity and/or Lending Entity, as applicable. If a Senior Creditor Entity were to vote to the contrary in breach of the foregoing, its vote shall be null and void and its participation in the Senior Debt Instruments shall be disregarded for the purposes of calculating the Majority of Senior Creditor Entities.

(d) For the avoidance of doubt, the Parties expressly acknowledge that the Subordinated Creditor Entities shall have no voting rights and shall not be taken into account for the purposes of calculating majorities for the adoption of decisions under this Agreement.

(e) By signing this Agreement (or, where applicable, the relevant Subscription Document), the Subordinated Creditor Entities expressly agree to comply with the rule set out in section (d) above.

5. OBLIGATIONS AND RIGHTS OF THE SENIOR CREDITORS

5.1 Additional guarantees

Subject to the provisions of paragraph5.2 below, no Senior Creditor may accept any additional security (whether personal or real) in respect of the claims it holds under this Agreement and the Senior Debt Instruments, unless such security is provided in favour of all Senior Creditors (or, having been offered such security, the Senior Creditor in question has decided to reject it) .

5.2 Independent Guarantees

The Parties expressly acknowledge the existence of the Independent Guarantees and that these shall be autonomous and independent of the Security Interests, such that (i) they shall be enforced in accordance with their own terms (without being subject to the general regime provided for in Clause7 (Rules Relating to the Enforcement of Security Interests) and (ii) the proceeds obtained as a result of their enforcement shall be applied exclusively to the repayment of the Senior Debt Instruments secured by such Independent Guarantees (without being subject to the general regime provided for in Clause7 (Rules Relating to the Enforcement of Security Interests).

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5.3 Early termination to

(a) General rule (syndicated Senior Debt Instruments)

(i) Upon the occurrence of any event which, in accordance with the terms of a Senior Debt Instrument, entitles the Senior Lending Entities (as the case may be) to terminate such Senior Debt Instrument early and to demand payment of the Senior Obligations arising therefrom:

(A) the Transfer Agent, the Loan Agent or any other agent appointed under any Additional Debt Document, as the case may be, shall notify the Global Agent of such event as soon as practicable (and, in any event, at least three (3) Business Days prior to the date scheduled for the termination of the relevant Senior Debt Instrument); and

(B) The Senior Creditor Entities (as applicable) may demand payment of the Senior Obligations governed by the Senior Debt Instrument in respect of which termination has been sought, provided that this is agreed by the Majority of Operating Entities, the Majority of Lending Entities or the majority that, where applicable, is required under any Additional Debt Document.

(ii) Once the majority referred to in section (i)(B) above has been reached, the Cash Agent, the Loan Agent or any other agent appointed under any Additional Debt Document, as the case may be, shall notify the Global Agent (for subsequent notification to the other Senior Lending Entities) of this circumstance as soon as practicable.

(b) General Rule (Bilateral Senior Debt Instruments)

Upon the occurrence of any event of default described in any bilateral Additional Debt Instrument, the creditor under such instrument shall:

(i) notify the Global Agent of such event as soon as practicable; and

(ii) shall not take any action tending to:

(A) accelerate the repayment of the financing granted under the relevant Additional Debt Instrument; nor

(B) take any action to claim the outstanding amount due under that Additional Debt Instrument,

except,

a. with the prior consent of the Majority of Senior Creditor Institutions; or

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b. if the remaining Debt Instruments have been declared to be due and payable in advance, in accordance with the provisions of sections (a)(i) and (a)(ii) above.

The Global Agent shall maintain constant communication with all Senior Creditors in order to, as soon as practicable: (i) verify compliance with any of the conditions referred to in sections to . b . above; and (ii) inform the creditor of the relevant Additional Debt Instrument accordingly.

(c) Delivery of payments to the Global Agent

(d) The Senior Creditors must remit to the Global Agent (for subsequent distribution amongst the Senior Creditors in accordance with Clause8 (Distribution of amounts received)) any amount they receive from a Debtor (or from any third party on behalf of a Debtor), whether arising from the enforcement of the Security Interests or the termination of the Senior Debt Instruments, by bank transfer to the account designated by the Global Agent for such purposes.

(e) Other debt instruments

If a Senior Creditor Entity is a counterparty to any of the Debtors in a debt instrument (whether bilateral or syndicated) other than the Senior Debt Instruments, and any event occurs that entitles the Senior Creditor Entity to call such debt instrument early, the Senior Creditor Entity must notify the Global Agent of such circumstance at least two (2) Business Days prior to the scheduled maturity date of the instrument. The Global Agent shall immediately inform the other Senior Lending Entities, who may take such action as they deem appropriate in this regard.

6. OBLIGATIONS AND RIGHTS OF THE SUBORDINATE CREDITORS

6.1 Security

The Subordinated Lenders shall not benefit from the Security Interests or from any other security interest or personal guarantee granted by the Debtors over their own assets or by third parties over the Debtors’ assets.

6.2 Payments

(a) General rule

Except in the cases provided for in section (b) below, the Debtors may not make (and Wallbox Chargers undertakes that no other entity of the Group shall make) payments in favour of the Subordinated Creditor Entities under the Subordinated Debt Instruments until all Senior Obligations have been fully, unconditionally and irrevocably satisfied in their entirety or otherwise extinguished in full to the satisfaction of the Senior Creditor Entities, as applicable.

(b) Permitted payments

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(i) The Debtors may make (and Wallbox Chargers undertakes that the other entities of the Group shall only make) payments due under the Subordinated Debt Instruments in favour of the Shareholder Creditors only where such payments:

(A) have been previously authorised by the Majority of Senior Creditor Entities, for which purpose the relevant Debtor shall notify the Global Agent of its intention so that the Global Agent may then notify the Senior Creditor Entities for the purpose of obtaining the necessary consents; or

(B) are made exclusively for the purposes of capitalising or offsetting the Shareholder Bridge Loan, provided that such capitalisation or offsetting (i) does not involve, directly or indirectly, any cash outflow on the part of the Debtors and (ii) does not give rise to the accrual or payment of interest, fees or other amounts in favour of the Shareholder Creditors.

(ii) The Debtors may make (and Wallbox Chargers undertakes that the other entities of the Group shall only make) payments under the Subordinated Debt Instruments in favour of the Intra-Group Creditors if any of the following circumstances apply:

(A) Payments in favour of Intra-Group Creditors who are also Obligors (with the exception of payments in favour of Wallbox N.V.), where:

(1) such payments are due and necessary to meet the Group’s ordinary operating needs;

(2) there is no Event of Default (or equivalent event or circumstance in any Additional Debt Instrument) on the date on which the payment is to be made, nor will any such event arise as a result of such payment; and

(3) provided that the credit rights arising from the Subordinated Debt Instruments from which the payments in question derive are pledged in favour of the Senior Creditors.

(B) Payments to Wallbox N.V.: Wallbox Chargers (and no other Debtor) may make payments under the Subordinated Debt Instruments to Wallbox N.V. solely for the purpose of repaying the Subordinated Debt Instrument existing on the Signing Date, and for an amount not exceeding the amounts outstanding thereunder.

(C) Payments to Intra-Group Creditors other than Obligors (with the exception of ABL GmbH, which may not receive any payment), provided that:

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(1) they are made exclusively to meet operational requirements incurred in the ordinary course of business of the Intra-Group Creditors, duly justified in advance to the Global Agent (to its satisfaction);

(2) the relevant Intra-Group Creditor does not have sufficient funds to meet such operational requirements itself, a circumstance which must be demonstrated to the Global Agent (to its satisfaction); and

(3) the credit rights arising from the Subordinated Debt Instruments from which the payments in question derive are pledged in favour of the Senior Creditor Institutions.

(D) Payments previously authorised by the Majority of Senior Creditor Institutions. To this end, the relevant Debtor shall notify the Global Agent of its intention so that the Global Agent may then notify the Senior Creditor Institutions in order to obtain the necessary consents.

6.3 Early termination

The Subordinated Creditor Entities may not declare the early termination of the Subordinated Debt Instruments or demand payment of the Subordinated Obligations except in the following cases:

(a) where all Senior Obligations have been fully, unconditionally and irrevocably satisfied in their entirety or otherwise extinguished in full to the satisfaction of the Senior Creditors, as applicable; or

(b) where any of the Debtors has been declared insolvent, but only in respect of those Subordinated Debt Instruments in which such Debtor is named as a debtor.

6.4 Delivery of payments to the Global Agent

Subject to the provisions of Clause 6.2(b) (Permitted Payments) above, the Subordinated Creditor Entities shall remit to the Global Agent (for subsequent distribution amongst the Senior Creditor Entities in accordance with Clause8 (Distribution of Amounts Received)), any amount which, without prejudice to the provisions of Clause 6.2(a) (General Rule) above, they receive from a Debtor (or from any third party on behalf of a Debtor) in relation to the Subordinated Debt Instruments, by bank transfer to the account designated by the Global Agent for such purposes.

6.5 Acceptance

By signing this Agreement (or, where applicable, the relevant Adhesion Document), the Subordinated Creditor Entities expressly accept the obligations set out in this Clause6 (Obligations and rights of the Subordinated Creditor Entities).

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7. RULES RELATING TO THE ENFORCEMENT OF GUARANTEES

7.1 Conditions for enforcement

(a) Security Interests

The Senior Creditor Institutions expressly agree that the consent of the Majority of Senior Creditor Institutions shall be required to proceed with the enforcement of the Security Interests, and individual enforcement shall not be permitted.

(b) Independent Security

The Parties expressly agree that the Independent Guarantees shall be governed by and enforced exclusively in accordance with their own terms and conditions. Consequently, their enforceability shall not be subject to, conditioned by or limited by the legal regime provided for in this Agreement, such that each Independent Guarantee may be enforced by the beneficiary thereof in accordance with the terms set out in the text of the guarantee itself.

7.2 Procedure for the enforcement of Security Interests

(a) Enforcement Action

(i) The Parties agree that the enforcement of the Security Interests and the taking of any defensive or preservation measures in respect thereof shall be carried out by the Senior Lending Institutions or by the Global Agent, on behalf of and in the name of the former and in accordance with the instructions provided by them for that purpose. The Senior Lending Institutions undertake to execute such public or private documents as may be necessary for such purposes.

In this regard, all Senior Lending Institutions expressly undertake to:

(A) take whatever measures are appropriate or necessary for the enforcement of any Security Interest;

(B) subject to the provisions of paragraph (b) below, empower and authorise the Global Agent to exercise, on their behalf, all rights accruing to them under any Security Document in relation to the enforcement of any Security Interest (including, without limitation, the exercise of such powers and actions as may be necessary or appropriate to maintain or preserve the existence and validity of the encumbered assets and the enforcement of any Security Interest); and

(C) to appear, together with the Global Agent, in those proceedings for which the participation of the Senior Creditor Entities is required.

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(ii) In the event that the enforcement of any Security Interest is carried out directly by the Senior Lending Institutions, the formal appearance of the Global Agent shall not be required as part of the procedure for its valid constitution, without prejudice to any participation it may have in such procedure for the appropriate purposes.

(iii) The Global Agent shall exercise the rights and powers and carry out the actions required on behalf of and in the name of the Senior Lending Institutions, always in accordance with the provisions of this Agreement and the Security Documents.

(b) Powers

(i) In the event that any Senior Creditor is unable to grant the Global Agent the powers of representation referred to in this Agreement, it undertakes to appear together with the Global Agent in the proceedings or acts to carry out the actions and formalise the documents necessary for the enforcement of the Security Interests and the effectiveness of the agreements contained in this Agreement.

(ii) Each of the Senior Lending Institutions hereby undertakes to provide the necessary assistance and to cooperate with the Global Agent, including participating in the negotiation and execution of any public or private documents necessary or appropriate for the enforcement of the Security Interests and the effectiveness of the agreements contained in this Agreement.

(c) Resulting from the enforcement

(i) Once any Security Interest has been enforced, the Global Agent (whether having received the proceeds of such enforcement directly or having received them from the Senior Lenders) shall hold the proceeds of the enforcement in escrow until they are applied in accordance with the provisions of Clause8 (Distribution of proceeds received).

(ii) To this end, the Senior Lending Entities undertake to deposit the amount received in any enforcement proceedings relating to the Security Interests into the account designated by the Global Agent for this purpose, prior to 10:00 am on the second Business Day following the date of receipt of the relevant amount.

8. DISTRIBUTION OF AMOUNTS RECEIVED

8.1 Rules for the distribution and application of amounts received

(a) Amounts resulting from the termination of a Senior Debt Instrument or the enforcement of Security Interests shall (if not received directly by the Global Agent) be transferred to the Global Agent, to the account specified by the Global Agent,

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for distribution amongst the Senior Creditor Entities in accordance with the provisions of this Clause8 (Distribution of amounts received).

(b) The Global Agent shall distribute the amounts referred to in the preceding paragraph:

(i) In the event of the early termination of a Senior Debt Instrument, the amounts shall be distributed pari passu amongst the Senior Creditor Entities of the Senior Debt Instrument whose termination has been triggered, and in proportion to their share of the liquid, due and payable amounts owed to them at that time under said Senior Debt Instruments.

If, as a result of the early termination of more than one Senior Debt Instrument, it is not possible to determine to which of those Senior Debt Instruments a particular amount should be allocated, the Global Agent shall distribute such amount pari passu amongst all Senior Creditors and in proportion to their share of the outstanding, due and payable amounts then owed to them under the relevant Senior Debt Instruments.

(ii) Subject to the provisions of the section (d) below, in the event of the enforcement of the Security Interests, the amounts shall be distributed pari passu amongst all Senior Lending Entities and in proportion to their share of the liquid, due and payable amounts then owed to them under the relevant Senior Debt Instruments.

(c) Subject to the provisions of section (d) below, any amount received by a Senior Creditor in accordance with the provisions of section (b) above shall be applied by each Senior Creditor in accordance with the following order of priority:

(i) first, to redeem the Senior Obligations classified as New Money; and

(ii) second, to repay the Senior Obligations classified as Old Money; and

in each of the preceding paragraphs, the amounts shall be distributed amongst the Senior Debt Instruments included in that paragraph in proportion to the amounts outstanding, due and payable in respect of the Senior Debt Instruments in that paragraph on the date of application, all in accordance with the terms provided for therein in each of the Senior Debt Instruments.

(d) The Senior Creditor Institutions agree that the amounts received by the Global Agent from the enforcement of the pledge over the Reserve Account and/or the pledge over the Cash Sweep Account shall be distributed in accordance with the rules for the application of amounts expressly provided for such accounts in the Working Capital Framework Agreement and the Loan Framework Agreement.

(e) Senior Creditor Institutions holding ICO Debt Instruments may amend the allocation rules set out in sections (b) , (c) and (d) above if required by their ICO Framework Agreements or the ICO Regulations.

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(f) If the Subordinated Creditor Entities receive any amount from any Debtor (or from a third party on the Debtor’s behalf) in relation to the Subordinated Debt Instruments, shall apply the provisions set out for this purpose in Clause6.4 (Delivery of Payments to the Global Agent).

(g) If, following the distribution described in sections (b) , (c) and (d) above, no amount is owed to the Senior Creditors under the Senior Debt Instruments, the Global Agent shall deliver the remainder to Wallbox Chargers for distribution amongst the Subordinated Creditors in proportion to their share of the liquid, due and payable amounts then owed to them under the relevant Subordinated Debt Instruments.

(h) If, following the distribution described in the preceding sections (b) , (c) and (d) , no amount is due to the Subordinated Creditors, the Global Agent shall deliver the balance to Wallbox Chargers for its own use and that of the Group.

(i) The Senior Creditors hereby authorise the Global Agent to carry out the calculations and make the distributions necessary to comply with the distribution rules set out in this Clause8 (Distribution of amounts received).

(j) The Global Agent shall notify the Senior Creditors in writing of the amounts due to them in accordance with the distribution rules set out in this Clause8 (Distribution of amounts received).

(k) The rules for the distribution of amounts described in the preceding paragraphs shall not apply to any amounts that the Senior Creditor Entities may receive from ICO, CESCE or FEI as a result of the termination of a Senior Debt Instrument backed by an ICO Guarantee, a CESCE Policy or an FEI Guarantee, respectively.

8.2 Challenge to distributions

(a) Given the objective nature of the procedures for determining the amounts owed to each Senior Creditor Entity in accordance with the distribution rules set out in Clause8.1 (Rules for the distribution and application of amounts received) above, Senior Creditor Entities may only challenge the determination made by the Global Agent if such challenge is based on a manifest error in the calculation made by the Global Agent.

(b) Any Senior Creditor must notify its challenge in writing to the Global Agent within five (5) Business Days of the date of receipt of the notice setting out the relevant amount due.

(c) Upon receipt of any notice of challenge, the Global Agent shall review its contents and, where applicable, immediately rectify the error and restart the procedure for calculating and communicating the amounts due to each Senior Creditor.

8.3 Subrogation

(a) In the event that the amounts paid by any Debtor or by a third party on their behalf have been allocated exclusively to the payment of one or more specific Senior

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Creditor Entities, but distributed by the Global Agent on a pro rata basis amongst all the Senior Creditor Entities in accordance with the provisions of this Agreement, the Senior Creditor Entities whose claim has been wholly or partially extinguished against the relevant Debtor as a result of such allocation, shall be subrogated to the claims of the other Senior Creditor Entities to which the Global Agent has distributed such amounts, for an amount equal to the distributed sum corresponding to the subrogated party’s extinguished claim (the claims to which the Senior Creditor Entities shall be subrogated, the “Affected Claims”).

(b) The subrogation shall take effect by way of assignment of claims, whereby the subrogated Senior Creditor Entities shall automatically acquire the contractual rights and guarantees associated with the Affected Claims, both in respect of the relevant Senior Debt Instruments from which they derive and in respect of this Agreement.

(c) Without prejudice to the provisions of section (b) above, the relevant Senior Creditor Entities may require the Global Agent to formalise the assignment of the Affected Claims in a public document and, if they so wish, to notify the relevant Debtors of such assignment.

8.4 Insolvency proceedings and permitted recoveries

(a) The distribution rules set out in Clause8.1 (Rules for the distribution and application of amounts received) above shall also apply in the event of insolvency proceedings against any of the Debtors, irrespective of the distribution of payments made by the insolvency administrators, the insolvency court or the agreement reached in the arrangement, with the sole exceptions set out in section (b) below.

(b) The distribution rules set out in Clause8.1 (Rules for the distribution and application of amounts received) shall not apply in any of the circumstances set out below and, therefore, shall in no way limit the ability of any of the Senior Creditor Entities to:

(i) recover the amounts due to them by virtue of any guarantee, surety or insurance granted in their favour by the FEI, ICO or CESCE;

(ii) receive the amounts corresponding to the assignment of its contractual position under any of the Senior Debt Instruments;

(iii) receive payments in relation to any other obligation assumed by the Debtors other than those assumed under the Senior Debt Instruments, provided that such obligation is consistent with the terms of this Agreement and the various Senior Debt Instruments;

(iv) receives an amount greater than that received by the other Senior Creditor Institutions pursuant to Article 280.7 of the Insolvency Act in the event that such Senior Creditor Institution, prior to initiating insolvency proceedings against any Debtor, had offered the other Senior Creditor Entities the possibility of making a joint application for insolvency proceedings through the Global Agent and such joint application had not been agreed by the

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Majority of Senior Creditor Entities in accordance with the terms set out in Clause11 (Insolvency); and

(v) in the event of the insolvency of any of the Debtors, it receives an amount greater than other Senior Creditor Entities that have been classified as specially related persons pursuant to Article 281.5 of the Insolvency Act in conjunction with Article 283 of the Insolvency Act (which shall only be distributed amongst Senior Creditor Entities that have not been classified as persons specially related to the Debtor in question).

8.5 Breach

(a) If any of the Creditor Entities, for any reason (including set-off), receives a payment that breaches the rules set out in this Agreement, such Creditor Entity:

(i) must immediately inform the Global Agent (for subsequent notification to the other Senior Creditor Entities); and

(ii) shall deposit the amounts unduly received into the account designated by the Global Agent by 10:00 am on the second Business Day following the date on which it became aware of the breach.

(b) Notwithstanding the provisions of this Clause8 (Distribution of amounts received), in the event that any of the Creditor Institutions fails to comply with the distribution rules set out in this Agreement, it shall not be entitled to receive or be reimbursed for the amounts owed to it under any of the Debt Instruments until it remedies such breach.

9. ADDITIONAL DEBT

(a) The Senior Lenders acknowledge and agree that, following the Signing Date and provided that this is permitted under the Working Capital Framework Agreement and the Loan Framework Agreement, any Original Borrower may enter into Additional Debt with the Senior Lenders or with other lenders who are not parties to this Agreement at that time.

(b) The foregoing shall in any event be subject to the fulfilment of the following conditions:

(i) the Additional Debt shall not benefit from:

(A) security interests other than the security interests existing at that time; or

(B) personal guarantees other than those currently securing the Senior Debt Instruments;

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(ii) in the case of a syndicated Additional Debt instrument (i.e. where there is more than one creditor in respect of such Additional Debt), the agent appointed for such instrument must necessarily be the Global Agent; and

(iii) if not currently a party as a Senior Lending Entity, the creditor of the Additional Debt must accede to this Agreement as a Lending Entity, Crediting Entity, Factoring Entity or Confirming Entity (as the case may be) and, additionally, as a Senior Creditor Entity, on the terms and in accordance with the provisions of Clause13.4 (Accession of Senior Creditor Entities).

(c) Once the provisions of paragraph (b) above have been complied with to the satisfaction of the Global Agent:

(i) the Additional Debt Instrument shall be deemed a “Senior Debt Instrument” under this Agreement for all purposes;

(ii) the obligations of the Debtors in relation to such Additional Debt shall be deemed to be “Senior Obligations” under this Agreement for all purposes;

(iii) the credit rights held by the creditors of the Additional Debt against the Debtors at any time shall rank pari passu with the rights of the other Senior Creditors, except for those that are preferential or subordinated by operation of law;

(iv) the provisions of Clause8 (Distribution of Proceeds) shall apply to any amounts arising from the termination of the said Additional Debt Instrument or the enforcement of the Security Interests; and

(v) the Security Interests shall continue to secure (with the same priority) the payment obligations assumed by the Debtors under such Additional Debt Instrument. For these purposes, upon request by the Senior Lending Entities (through the Global Agent) and within ten (10) Business Days of such request, the relevant Parties shall execute such public and private documents as the Global Agent deems necessary to document the extension of the Security Interests to the obligations arising from such Additional Debt Instrument.

10. DECLARATIONS BY THE DEBTORS

Each of the Debtors that is not a party to any of the Senior Debt Instruments shall, on the Signing Date and on the Effective Date, make the following formal declarations in favour of each of the Financial Parties:

10.1 Legal Status

(a) It is a company duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated.

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(b) It has the capacity to own its assets and carry out its business activities in accordance with its Corporate Purpose, as it has been doing (including the capacity to dispose of and encumber its assets by virtue of the Security Interests).

10.2 Capacity

It has full capacity to enter into, perform and execute this Agreement, and has taken all necessary steps to authorise the entering into, performance and execution of this Agreement and the transactions contemplated therein.

10.3 Binding obligations

All obligations assumed under this Agreement or in performance thereof are legal, valid, binding and enforceable on their own terms.

10.4 No conflict with other obligations

The execution and performance of this Agreement does not contravene nor will it conflict with:

(a) any provision or ruling (administrative, judicial or arbitral) applicable to it;

(b) its memorandum of association, articles of association or other corporate agreements; or

(c) any contract, agreement, obligation or instrument binding on it or its assets.

10.5 Legal Capacity

(a) You have the legal capacity to enter into this Agreement and to exercise your rights and fulfil your obligations thereunder.

(b) All corporate actions required for the execution of this Agreement and for its performance have been duly carried out.

(c) The persons entering into this Agreement on its behalf are duly authorised to do so.

10.6 Validity and admissibility in court

All authorisations necessary or advisable to:

(a) enable the lawful conclusion of this Agreement, as well as the exercise of the rights and fulfilment of the obligations assumed hereunder; and

(b) ensure that this Agreement is admissible as evidence in the relevant jurisdiction,

have been obtained, are effective and are in full force and effect.

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10.7 Governing law and enforcement

(a) The choice of law applicable to this Agreement, as set out herein, shall be recognised and enforced by the competent courts and authorities of the relevant jurisdiction.

(b) Any court judgment obtained in accordance with the law applicable to this Agreement shall be recognised and enforceable in the relevant jurisdiction.

10.8 Centre of Main Interests

(a) Its “centre of main interests” (as defined in Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (consolidated text)) is at the place of its registered office.

(b) You do not have an “establishment” (as that term is used in Article 2(h) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (consolidated text)) outside the place of your registered office.

10.9 Compliance with regulations

(a) It is up to date with the payment of its corporate, commercial, civil, employment and tax obligations, and it is not reasonably foreseeable that any employment or tax claims could be brought against it that might give rise to an Adverse Material Change.

(b) It complies with civil, commercial, administrative, tax, labour or any other regulations applicable to it.

10.10 Absence of proceedings

(a) No litigation, arbitration, administrative proceedings or investigation has been initiated, nor is there any risk of such proceedings being initiated against the Company or its directors, by or before any court, arbitral body or authority, the outcome of which could give rise to an Adverse Material Change.

(b) No judgment or any other type of judicial, arbitral or administrative decision has been handed down against the Company that could reasonably be expected to result in an Adverse Material Change.

10.11 Absence of insolvency proceedings

(a) Subject to the provisions of paragraph (b) below, it has not:

(i) has been dissolved or wound up; no resolution has been passed for its dissolution or winding up, nor are there any pending proceedings or applications aimed at obtaining such dissolution or winding up, nor is it in any situation of compulsory dissolution under the terms provided for in the Companies Act or applicable regulations;

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(ii) it has been declared in bankruptcy or subject to equivalent insolvency proceedings (judicial or extrajudicial);

(iii) it has filed for voluntary administration or is in a state of insolvency (current or imminent);

(iv) it has submitted a notification to the judge competent to hear the insolvency proceedings in question, stating that negotiations have been initiated with creditors to reach a refinancing agreement in accordance with the provisions of Article 585 of the Insolvency Act, or has initiated any equivalent proceedings in the competent jurisdiction;

(v) is aware that any proceedings or application aimed at declaring compulsory insolvency or insolvency are pending or are about to be initiated;

(vi) is subject to judicial administration or administrative intervention or any equivalent form of intervention or supervision;

(vii) is in a situation of general suspension of payment of its obligations, liquidation or general seizure of assets, generalised default on its obligations, or any situation analogous to the foregoing; nor

(viii) is in any situation that indicates its current or imminent insolvency in accordance with the provisions of the Insolvency Act.

(b) Until the Effective Date, the provisions of paragraph (a) above shall not apply to any situation arising directly from the financial situation of any Debtor prior to the Restructuring Plan.

10.12 Penalties

(a) Neither he nor any member of the Group, nor any of their respective directors, representatives and employees, nor, to the best of his knowledge, any of their respective Affiliates:

(i) is a Restricted Party;

(ii) is or has been involved in any activity, business or transaction of, with, or in connection with, or for the benefit of, any Restricted Party which might result in such Group member or any other person or any Financial Party breaching Sanctions or otherwise becoming a Restricted Party; and

(iii) is not, and has never been, subject to, or has received any notice of, or is otherwise aware of, any claim, proceeding, notice or investigation relating to Sanctions.

(b) The representation set out in section (a) above shall be given by, and shall apply to, any Debtor for the benefit of any Financial Party only to the extent that the giving, compliance with or receipt of the benefit (as applicable) of such representation does

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not result in a breach of (i) the Blocking Regulation or (ii) any other similar anti-boycott law or regulation.

10.13 Anti-corruption and anti-money laundering regulations

It has conducted its business in compliance with applicable anti-corruption and anti-money laundering regulations and has established and maintains policies and procedures designed to promote and facilitate compliance with such regulations.

10.14 Repetition

The Repeated Representations shall be deemed to have been made by each Debtor, in relation to the facts and circumstances existing at that time:

(a) on each day until the date on which this Agreement ceases to be in force; and

(b) in the case of a Group company that becomes a party to this Agreement as a Debtor after the Signing Date in accordance with Clauses13.3 (Assignment by the Debtors) and13.5 (Accession of Debtors), the date on which such company becomes a Debtor.

11. INSOLVENCY

(a) Any of the Senior Lending Entities may apply for the insolvency of any of the Debtors. However, it must notify the other Senior Lending Entities of its intention and, in such a case, the Senior Lending Entities that agree must act in a coordinated manner, by means of a joint application for insolvency through the Global Agent, as set out below:

(i) Any Senior Creditor Entity intending to apply for the declaration of insolvency proceedings against any of the Debtors (the “Insolvency Applicant Creditor Entity”) must notify the Global Agent of its intention in writing at least five (5) Business Days prior to the date on which the application for insolvency proceedings is to be made.

(ii) Upon receipt of such notice, the Global Agent shall notify the other Senior Creditors of the contents of said communication within a maximum of five (5) Business Days of receiving the aforementioned notice.

(iii) The remaining Senior Creditor Entities shall have a period of ten (10) Business Days from receipt of the notification referred to in section (ii) above to express their views on the application for insolvency proceedings.

(iv) After the expiry of the period referred to in section (iii) above, the Creditor Entity Applying for Insolvency Proceedings shall only be entitled to apply for a declaration of insolvency against the Debtor in question if such application is made jointly, through the Global Agent, with those Senior Creditor Entities from whom the Creditor Entity Applying for Insolvency Proceedings has received written notification of their intention to join the joint application for a declaration of insolvency within the period set out in

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section (iii) above. Should no affirmative response have been received by the end of that period, the Creditor Entity Filing for Insolvency shall be entitled to file for the Debtor’s insolvency on an individual basis.

(b) If requested to do so by the Global Agent, the Senior Lenders shall assist the Global Agent in giving effect to the provisions of this Clause11 (Insolvency) (whether because the Global Agent is not legally or contractually authorised to take the actions provided for in this Clause11 (Insolvency) or because the Global Agent so requests). The Senior Lending Entity in question shall take such action in accordance with the Global Agent’s instructions or shall grant sufficient power of attorney in favour of the Global Agent (on the terms required by the Global Agent) to enable the Global Agent to take such action.

(c) In the event of the insolvency of any Debtor, the provisions of this Agreement (and, in particular, the rules set out in Clause8.4 (Insolvency and Permitted Collections)) shall apply regardless of the distribution of payments made by the insolvency administrators, the insolvency court or the agreement reached in the arrangement.

12. TERM

This Agreement shall remain in full force and effect from the Signing Date until the earlier of the following dates:

(a) the date on which all Senior Obligations have been fully, unconditionally and irrevocably satisfied in their entirety or otherwise extinguished in full to the satisfaction of the Senior Creditor Entities; or

(b) the date on which a Super Majority of Senior Creditor Entities agrees to terminate this Agreement.

13. C. C CHANGES IN THE PARTIES

13.1 Assignment by the Senior Creditors

(a) The Parties agree that, in the event that any Senior Creditor Entity assigns to any third party all or part of its credit rights or contractual position against any of the Debtors in relation to this Agreement and any of the Senior Debt Instruments (subject to the rules on assignment included in this Agreement and the relevant Senior Debt Instrument, which must be observed in all cases), the assignee shall become a party to this Agreement in the capacity of “Lending Entity”, “Factoring Entity”, “Confirming Entity” or “Lender Entities”, as applicable, and additionally in the capacity of “Senior Lending Entity”. For these purposes, the relevant Senior Lending Entity:

(i) shall notify the Global Agent of its intention to assign its contractual position (in whole or in part) prior to the formalisation of any assignment agreement; and

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(ii) shall ensure that the assignee accedes to this Agreement by signing the relevant Accession Document, a template of which is attached as Annex 6 (Model Accession Document).

(b) The assignment of the relevant rights and contractual position under this Agreement and any Senior Debt Instrument shall be null and void and shall have no effect whatsoever between the Parties until the assignee has acceded to this Agreement, with the assigning Senior Lending Entity being liable for any damages that such circumstance may cause to the other Parties.

13.2 Assignment by the Subordinated Creditors

(a) The Parties agree that, in the event that:

(i) any Shareholder Creditor assigns to any other shareholder of the Group who is not already a party to this Agreement in the capacity of a Shareholder Creditor; or

(ii) any Intra-Group Creditor assigns to any other Group company that is not already a party to this Agreement as an Intra-Group Creditor,

all or part of its credit rights or contractual position vis-à-vis any of the Debtors in relation to this Agreement and any of the Subordinated Debt Instruments, the relevant shareholder or Group company must accede to this Agreement as a “Shareholder Creditor” or “Intragroup Creditor”, as applicable, and additionally as a “Subordinated Creditor Entity”. For these purposes, the relevant Subordinated Creditor Entity:

(i) notify the Global Agent of its intention to assign its contractual position (in whole or in part) prior to the formalisation of any assignment agreement; and

(ii) shall ensure that the assignee accedes to this Agreement by signing the relevant Accession Document, a template of which is attached as Annex 6 (Model Accession Document).

(b) The assignment of the relevant rights and contractual position under this Agreement and any Subordinated Debt Instrument shall be null and void and shall have no effect whatsoever between the Parties until the assignee shareholder or company has acceded to this Agreement, with the assigning Subordinated Creditor Entity being liable for any damages that such circumstance may cause to the other Parties.

13.3 Assignments by the Debtors

(a) The Parties agree that no Debtor shall be permitted to assign, in whole or in part, its rights or obligations in relation to the Debt Instruments to any third party, unless such assignment is permitted in the Senior Debt Instruments.

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(b) In such a case, the assignee must become a party to this Agreement as a “Debtor”, and, for that purpose, the assigning Debtor:

(i) notify the Global Agent of its intention to assign its contractual position (in whole or in part) prior to the execution of any assignment agreement; and

(ii) ensure that the assignee accedes to this Agreement by signing the relevant Accession Document, a template of which is attached as Annex 6 (Model Accession Document).

(c) The assignment of the relevant rights and contractual position under any Debt Instrument shall be null and void and shall have no effect whatsoever between the Parties until the assignee has acceded to this Agreement, with the assigning Debtor being liable for any damages that such circumstance may cause to the other Parties.

13.4 Adherence of Senior Creditor Entities

If, following the signing of this Agreement, Additional Debt is incurred in accordance with Clause9 (Additional Debt), the creditor of the Additional Debt shall (if not already a party as a Senior Creditor) accede to this Agreement as a Lender, Creditor, Factoring Entity or Confirming Entity (as the case may be) and as a Senior Creditor Entity by signing the relevant Accession Document, a template of which is attached as Annex 6 (Template Accession Document).

13.5 Accession of Debtors

If, following the signing of this Agreement, any Group company (which was not already a party to it as a Debtor) were to incur debt (as a debtor) with any Creditor Entity (expressly including Additional Debt) or were to grant any security interest or personal guarantee in relation to the Debt Instruments, Wallbox Chargers:

(a) shall notify the Global Agent; and

(b) will result in the relevant Group company becoming a party to this Agreement as a “Debtor” by signing the relevant Accession Document, a template of which is attached as Annex 6 (Template Accession Document).

13.6 Adherence of Shareholder Creditors

If, following the signing of this Agreement, any shareholder of the Group (who was not already a party to this Agreement as a Shareholder Creditor) were to subscribe for debt (as a creditor) with any company of the Group, Wallbox Chargers:

(a) shall notify the Global Agent; and

(b) shall ensure that the shareholder in question accedes to this Agreement as a “Shareholder Creditor” and “Subordinated Creditor Entity” by signing the relevant Accession Document, a template of which is attached as Annex 6 (Model Accession Document).

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13.7 Adherence of Intra-Group Creditors

If, following the signing of this Agreement, any Group company (which was not already a party to it as an Intra-Group Creditor) enters into a debt agreement (as a creditor) with any Group company, Wallbox Chargers:

(a) shall notify the Global Agent; and

(b) shall ensure that the company in question accedes to this Agreement as an “Intra-Group Creditor” and “Subordinated Creditor Entity” by signing the relevant Accession Document, a template of which is attached as Annex 6 (Model Accession Document).

14. ACCESSION OF NON-SIGNATORY SENIOR CREDITOR ENTITIES

(a) Prior to the Signing Date, the Debtors have invited all Senior Creditor Entities to sign this Agreement and the other Senior Debt Instruments to which they are to be party.

(b) Notwithstanding that the Non-Signatory Senior Creditor Entities have not signed this Agreement on the Signing Date, the Non-Signatory Senior Creditor Entities shall become parties to this Agreement for all legal and contractual purposes on the earlier of the following dates:

(i) the date on which they accede to this Agreement pursuant to the Letters of Election; and

(ii) the date of issue of the Order of Approval,

all in accordance with the provisions of the Restructuring Plan.

15. AMENDMENTS

(a) Any amendment to this Agreement and any Security Document shall require the prior written consent of the Super Majority of Senior Creditors.

(b) Amendments to the Senior Debt Instruments (including any Additional Debt Instruments) shall be made in accordance with the terms set out for this purpose in each of them.

(c) The terms of the Subordinated Debt Instruments may not be amended unless:

(i) it has been authorised by the Majority of Senior Creditors; or

(ii) the amendments are limited to technical, administrative or operational adjustments which are not substantial and do not adversely affect the interests of the Senior Creditor Institutions,

and, in any event, such amendment does not have the purpose of:

(i) to reduce the maturity date or the repayment instalments;

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(ii) alter the terms (including frequency and/or amount) of voluntary or mandatory early repayment;

(iii) increase or otherwise alter (including, for these purposes, a change in the interest rate) the obligations to pay principal, interest, fees, expenses or other amounts due under the same; or

(iv) introduce any modification having an economic or structurally equivalent effect to any of the foregoing.

(d) Any decision relating to the Stand-Alone Guarantees and this “15 ” Clause (Amendments) shall in all cases require the consent of the affected Senior Lender.

16. PREVALENCE

The Parties agree that in the event of any conflict between the provisions of this Agreement and the other Debt Instruments (as applicable) and the Security Documents (including, without limitation, in relation to the enforcement of Security Interests, the distribution and application of amounts and the relationships between the Senior Lenders), the provisions of this Agreement shall prevail.

17. COSTS AND EXPENSES

(a) The Debtors undertake to pay or, where applicable, at the request of the Global Agent, to reimburse the Global Agent and the Senior Lending Entities for any fees, charges, remuneration, expenses, taxes, duties and other sums that are now or in the future become due or are incurred, as a result of the negotiation, preparation, execution, notarisation, performance, registration, enforcement or termination of this Agreement or any Additional Debt Instrument hereinafter, the “Expenses and Taxes”), and including, but not limited to, the following:

(i) the notaries’ fees and expenses incurred in the execution of this Agreement as a public document, as well as the execution of any Additional Debt Instrument as a public document, including those for the issuance of first copies (whether or not enforceable) and any amendments thereto;

(ii) the remuneration and expenses of the professional advisers involved in the transaction (for fees accrued up to the Signing Date in connection with the preparation, negotiation and signing of this Agreement and any fees that may accrue in connection with the monitoring, maintenance and cancellation of this Agreement), as well as the remuneration and expenses of the professional advisers involved in the preparation, negotiation, signing, monitoring, maintenance and cancellation of any Additional Debt Instrument, provided that these have been previously agreed with Wallbox Chargers;

(iii) the costs, expenses and judicial and extrajudicial fees, including lawyers’ and solicitors’ fees and notaries’ fees, incurred as a direct consequence of the

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performance, breach or termination of this Agreement or any Additional Debt Instrument; and

(iv) taxes, surcharges, duties or fees, whether governmental or otherwise, which are or may in future be levied on the execution or registration of this Agreement or any Additional Debt Instrument, as well as on its amendment, performance and termination as provided for in this Agreement, including where, in accordance with applicable legislation or case law, any Financial Party is deemed to be liable for such taxes, surcharges, duties or fees.

(b) Having negotiated this individually, the Parties agree that, if, in accordance with applicable law or case law, any Financial Party is required or obliged to pay any Expenses and Taxes, Wallbox Chargers or any other Debtor designated by it shall reimburse such amount to the Financial Parties at the request of the Global Agent and as soon as possible. The Parties acknowledge the essential nature of this agreement.

(c) The Debtors undertake to indemnify the Financial Parties in respect of any liabilities, expenses or claims that may arise from the non-payment or late payment of any of the Charges and Taxes, unless such circumstance is directly attributable to the Financial Parties.

18. NOTIFICATIONS

18.1 Written communications

All requests, notifications, notices and communications in general relating to or arising from this Agreement, and for which no specific formality is required, shall be deemed to have been duly made when, with the necessary advance notice, they are sent by letter or fax.

18.2 Addresses

(a) The addresses and fax numbers (and, where applicable, the persons or departments) to which any requests, notifications, notices and communications in general must be addressed are those set out in Annex 8 (Details for notification purposes).

(b) Any change to the addresses specified in this Contract shall have no effect until it has been duly notified to the Global Agent or Wallbox Chargers, as the case may be, at least five (5) Business Days in advance.

18.3 Delivery

(a) Any request, notification, notice and communication in general relating to this Agreement (or arising therefrom) shall only be effective:

(i) in the case of a fax, when it has been received in a legible form; or

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(ii) in the case of letters, when received by the relevant recipient at the relevant address, or five (5) Business Days after delivery to a post office or courier service;

and, in any event, provided that they are addressed to the departments, offices and contact persons specified in Clause18.2 (Addresses).

(b) Any communication or document to be made or delivered to the Global Agent shall only take effect from the moment of its receipt by the Global Agent, and, therefore, only where it has been expressly specified that the relevant recipient is the department or contact person identified in Clause18.2 (Addresses), or, where applicable, any alternative department or contact person that the Global Agent may have designated for this purpose.

(c) All notices received from, or addressed to, any Debtor shall be channelled through the Global Agent, who shall in turn forward them to the Senior Lending Entities as set out in this Agreement, it being understood that, once received by the Global Agent, they shall also be deemed to have been received by the Senior Lending Entities.

Similarly, general communications relating to this Agreement and those referring to it as a whole to be issued by the Senior Lending Entities and addressed to the Debtors shall be channelled through the Global Agent.

(d) Any communication or document made or delivered to Wallbox Chargers in accordance with this Clause shall be deemed to have been made or delivered to each of the Debtors.

(e) Any communication or document that is effective, in accordance with the provisions of sections (a) to (d) above, after 5:00 p.m. at the place where it is received, shall be deemed to be effective only on the following day.

18.4 Notification of address and fax number

As soon as you change your address or fax number, the Global Agent shall notify the other Parties in a timely manner.

18.5 Electronic communication

(a) Any communication between any two Parties under, or in connection with, this Agreement may be made by email or other electronic means provided that the said two Parties expressly agree to this form of communication between them (and unless at any time either of them decides otherwise and notifies the other accordingly) and provided that both Parties:

(i) provide each other in writing with their email addresses and/or any other information required to enable the sending and receiving of information by such means; and

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(ii) notify each other of any change to their email address or any other information previously provided by them at least five (5) Business Days in advance.

(b) Any electronic communication between the two Parties shall only take effect from the moment it is actually received in a legible format and, in the case of any electronic communication made by a Party to the Global Agent, only if it is addressed in the manner specified for that purpose by the Global Agent.

(c) Any electronic communication that is effective, in accordance with the provisions of the section (b) above, after 5:00 p.m. at the place where it is received, shall be deemed to be effective only on the following day.

18.6 Language

All requests, notifications, notices, communications and any other documents in general that refer to, or are delivered in connection with, this Contract or arise therefrom shall be drafted in Spanish.

19. ENTIRE AGREEMENT

The Parties declare that they are aware of and accept that this Contract constitutes the entirety of the agreements between the parties in relation to its content, and supersedes any prior agreement between them, whether oral or written, relating to the subject matter of this Contract.

20. PARTIAL INVALIDITY

If at any time any provision contained in this Agreement is deemed unlawful, void or unenforceable under the laws of any competent jurisdiction, the legality, validity or enforceability of the remaining provisions of this Agreement, or the legality, validity or enforceability of such provision under the laws of any other competent jurisdiction, shall not be affected or impaired in any way by such circumstance.

21. RESERVATION OF RIGHTS

Any failure or delay by any of the Financial Parties to exercise any right or remedy under this Agreement shall not be deemed a waiver of any such right or remedy or a ratification of the terms of this Agreement. Under no circumstances shall the terms of this Agreement be deemed to have been ratified by a Financial Party unless such ratification is made in writing. The single or partial exercise of any right or remedy shall not preclude the subsequent exercise of the same or the exercise of any other right or remedy. The rights and remedies set out in this Agreement are cumulative and do not exclude any rights or remedies provided for by law.

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22. VAT AND TAX ON TRANSFERS OF ASSETS AND DOCUMENTED LEGAL ACTS

(a) The parties declare that this Contract constitutes a transaction subject to Value Added Tax, but exempt therefrom in accordance with Article 20.1, number 18, paragraph c) of Law 37/1992 of 28 December.

(b) This Contract is not subject to Property Transfer Tax and Stamp Duty, in accordance with Articles 7.5 and 31.2 of the Consolidated Text of said Tax approved by Royal Legislative Decree 1/1993 of 24 September.

23. CONFIDENTIALITY

23.1 Confidential Information

Each of the Financial Parties agrees to keep all Confidential Information confidential and not to disclose it, except to the extent permitted by Clause23.2 (Disclosure of Confidential Information) below, and to ensure that all Confidential Information is protected by the security measures and with the duty of care that it would apply to its own confidential information.

23.2 Disclosure of Confidential Information

The Financial Parties may disclose:

(a) to any of their Affiliates and related funds and to any of their directors, officers, employees, professional advisers, auditors, partners and Representatives, such Confidential Information as the Financial Party deems appropriate, provided that any person to whom the Confidential Information is to be disclosed in accordance with the provisions of this section (a) is informed in writing of its confidential nature and that all or part of such Confidential Information may be sensitive and affect any quotations on organised securities markets, although this notification requirement shall not apply if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by confidentiality requirements in relation to the Confidential Information;

(b) to any central bank or federal reserve in favour of which a Financial Party has created any charge, lien or security interest over the Financial Parties’ rights under any Senior Debt Instrument, such Confidential Information as that Financial Party deems appropriate;

(c) to any person generally:

(i) to (or through) whom it assigns (or may potentially assign) all or any of its rights and/or obligations under this Agreement and one or more Senior Debt Instruments or who replaces (or may potentially replace) it as Global Agent and, in any event, to any of the Affiliates, related funds, Representatives and professional advisers of such person;

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(ii) with (or through) whom it subscribes (or may potentially subscribe), whether directly or indirectly, any sub-participation relating to, or any other transaction under which payments are to be, or may be, made in connection with, this Agreement and one or more Senior Debt Instruments and/or one or more Debtors, as well as to any of the Affiliates, linked funds, Representatives and professional advisers of such person;

(iii) designated by any Financial Party or other person to whom the provisions of the preceding paragraph (c) (i) or (ii) apply, to receive on their behalf communications, notices, information or documents delivered in accordance with the Senior Debt Instruments;

(iv) who invests in, or otherwise finances (or could theoretically invest in, or otherwise finance), directly or indirectly, any transaction referred to in the section (c) (i) or (ii) above;

(v) to whom the information must be disclosed by order of a competent court or tribunal, or by any governmental, banking, tax or other regulatory authority, or similar body, by the rules of any securities market or in accordance with any applicable law or regulation;

(vi) to whom the information must be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative proceedings or any other investigation, proceeding or dispute;

(vii) who is a Party; or

(viii) with the consent of Wallbox Chargers;

in each case, such Confidential Information as such Financial Party deems appropriate if:

(A) in relation to sections (c) (i) , ( (ii) and (c) (iii) above, the person to whom the Confidential Information is to be disclosed has signed a Confidentiality Undertaking, although such a Confidentiality Undertaking shall not be required if the recipient of the information is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to the section (c) (iv) above, the person to whom the Confidential Information is to be disclosed has signed a Confidentiality Undertaking or is otherwise bound by confidentiality requirements in relation to the Confidential Information received, and is informed that all or part of such Confidential Information may be sensitive information and may affect any prices on organised securities markets;

(C) in relation to sections (c) (v) and (c) (vi) above, the person to whom the Confidential Information is to be disclosed has been informed

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of its confidential nature and that all or part of such Confidential Information may constitute sensitive information and affect any prices on organised securities markets, although there shall be no requirement to provide such information if, in the opinion of that Financial Party, it is not possible to do so in the prevailing circumstances; and

(d) to any person appointed by that Financial Party or by a person to whom the provisions of the preceding paragraph (c) (i) or (c) (ii) apply, to provide administrative or settlement services in connection with this Agreement and one or more of the Senior Debt Instruments, including, without limitation, in connection with the negotiation of any interest in relation to this Agreement and the Senior Debt Instruments, such Confidential Information as may be necessary to enable that service provider to perform any of the services referred to in this paragraph ( provided that the latter has entered into a confidentiality agreement, substantially in the form of the so-called LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers published by the LMA, or any other model confidentiality undertaking agreed between Wallbox Chargers and the relevant Financial Party;

(e) to CESCE (and its directors, officers, employees, professional advisers, auditors, partners and Representatives) such Confidential Information as that Financial Party deems appropriate;

(f) to the competent court handling the judicial approval of the Restructuring Plan;

(g) to any credit rating agency (including its professional advisers) such Confidential Information as may be necessary for that rating agency to carry out its ordinary rating activities in relation to this Agreement and the Senior Debt Instruments; and/or the Debtors, provided that the agency to which the Confidential Information is to be disclosed is informed of its confidential nature and that all or part of such Confidential Information may be sensitive information and may affect any quotations on organised securities markets; and

(h) such general information regarding the functions performed by the Senior Creditor Entities under this Agreement and the Senior Debt Instruments as the Senior Creditor Entities may disclose for inclusion in industry-specific tables or rankings. The disclosure of any other additional information shall require the prior authorisation of Wallbox Chargers, to be requested through the Global Agent.

23.3 Entire Agreement

This ‘23 ’ Clause constitutes the entire agreement between the Parties in relation to the obligations of the Financial Parties under this Agreement concerning Confidential Information, and supersedes any prior agreement, whether express or implied, in relation to Confidential Information.

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23.4 Inside Information

Each of the Financial Parties acknowledges that all or part of the Confidential Information is, or may be, sensitive information that may affect any prices on organised securities markets, and that the use of such information may be regulated or prohibited by applicable law, including legislation relating to insider dealing and market manipulation, and each of the Financial Parties undertakes not to use any Confidential Information for any unlawful purpose.

23.5 Notification of Disclosure

All Financial Parties agree (to the extent permitted by applicable laws and regulations) to inform Wallbox Chargers:

(a) of the circumstances relating to any disclosure of Confidential Information made in accordance with the provisions of sections (c) (v) of Clause23.2 (Disclosure of Confidential Information), except where such disclosure is made to any of the persons referred to in that section in the ordinary course of their supervisory or regulatory duties; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of the provisions of this Clause23 (Confidentiality).

23.6 Ongoing obligations

The obligations set out in this Clause23 (Confidentiality) are ongoing and, in particular, shall continue to be binding on all Financial Parties for a period of twenty-four (24) months from the earlier of the following dates:

(a) the date on which this Agreement is terminated; and

(b) the date on which any of the Financial Parties ceases to hold such status in any other way.

24. DATA PROTECTION

(a) In order to provide the services and fulfil the obligations set out in this Agreement, it is necessary for the Parties to process personal data relating to their respective representatives or contact persons, as well as that of third parties – for example, employees, collaborators, or other persons performing a function or providing services for any other Party. Such data shall be limited to the minimum necessary for professional contact purposes and shall be processed by and under the responsibility of each Party for the purpose of managing, maintaining, developing and monitoring the contractual relationship between the Parties and for the fulfilment of their respective legal obligations.

(b) The legal basis for the processing of the data is the legitimate interest of the parties in the maintenance, management and performance of this Contract, as well as the fulfilment of their legal obligations, and no disclosure to third parties is envisaged,

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unless this is essential for the performance and execution of the services covered by the Contract or is necessary to comply with a legal obligation.

(c) The data subject to processing shall be retained for the duration of this Contract and, where applicable, thereafter to the extent that contact and any commercial relations between the Parties are maintained.

(d) Where the processing of personal data is no longer necessary for the purposes set out in this Clause24 (Data Protection), the data shall be retained by the Parties in a duly restricted form, which shall mean that neither Party shall carry out any processing other than its retention for the purpose of making it available to the competent public authorities, judges and courts or the Public Prosecutor’s Office; to address any potential liabilities arising from the contractual relationship or those related to the processing of the data. The data shall be retained by the Parties in a blocked state for the periods provided for in the applicable legal provisions or, where applicable, for the limitation periods of actions arising from the contractual relationship between the Parties, with the data being physically deleted or completely anonymised once these periods have elapsed.

(e) Data subjects whose personal data is provided by the Parties in accordance with the provisions of the preceding paragraphs may, at any time, exercise their rights of access, rectification, objection, erasure, data portability, restriction of processing, and any other applicable rights, by submitting a written request to the addresses indicated in Annex 8 of (Contact details for notification purposes).

(f) Furthermore, data subjects have the right to seek the protection of the Spanish Data Protection Agency via its website www.aepd.es.

25. NOTARISATION

(a) The Parties shall deliver an original copy of this Contract to the Notary of the Madrid Bar Association, Mr Francisco Miras Ortiz, for the purpose of having it notarised, at the place and on the date set out at the beginning of this document, with the corresponding notarial fees (including those relating to the issue of first copies (with or without enforceability)) to be borne by Wallbox Chargers.

(b) The Parties undertake to formalise as a Spanish public document (whether by way of a policy or deed) the Documents of Adherence that must be signed in accordance with this Agreement, with the corresponding notarial fees (including those relating to the issue of first copies (with or without enforceability)) to be borne by Wallbox Chargers.

26. GOVERNING LAW

This Agreement and any non-contractual obligations relating thereto shall be governed by and construed in accordance with Spanish law.

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27. JURISDICTION

To the extent that such submission is legally permissible, each party to this Agreement irrevocably submits, expressly waiving any jurisdiction that might otherwise apply, to the jurisdiction of the Courts and Tribunals of the city of Madrid (Spain) for the hearing and resolution of any claim that may arise from the performance or interpretation of this Agreement (including, for these purposes, any dispute relating to its existence, validity or expiry) and of the non-contractual obligations relating thereto.

[Signature pages and annexes follow]

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THE ORIGINAL DEBTORS
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WALLBOX N.V.<br><br>WALL BOX CHARGERS S.L.U.<br><br>AR ELECTRONICS SOLUTIONS, S.L.U.<br><br>WALLBOX USA INC.<br><br>KENSINGTON CAPITAL ACQUISITION CORP. II<br><br>WALLBOX, AS<br><br>WALLBOX UK LIMITED<br><br>WALLBOX FRANCE SAS<br><br>WALLBOX NETHERLANDS B.V.<br><br>WALBOX BELGIUM B.V.<br><br>WBX CHARGERS PORTUGAL, UNIPESSOAL LDA<br><br>WALLBOX AUSTRALIA PTY LTD<br><br>WALLBOX ITALY S.R.L.<br><br>ARES ELECTRONICS S.L.U.<br><br>ELECTROMAPS, S.L.U.<br><br>COIL INC
___________________________________<br>P.p.
THE ORIGINAL INTRA-GROUP CREDITORS
---
AR ELECTRONICS SOLUTIONS, S.L.U.<br><br>ELECTROMAPS, S.L.U.<br><br>KENSINGTON CAPITAL ACQUISITION CORP. II<br><br>WALLBOX N.V.<br><br>WALL BOX CHARGERS S.L.U.<br><br>WALLBOX UK LIMITED<br><br>WALLBOX FRANCE SAS<br><br>WALLBOX NETHERLANDS B.V.<br><br>WALLBOX BELGIUM B.V.<br><br>WALLBOX APS<br><br>WALLBOX ITALY S.R.L.<br><br>WALLBOX USA INC.
___________________________________<br>P.p.
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SENIOR LENDERS
---	---
BANCO SANTANDER, S.A.
___________________________________<br>P.p.	___________________________________<br>P.p.
Banco Bilbao Vizcaya Argentaria, S.A.
___________________________________<br>P.p.	___________________________________<br>P.p.
CAIXABANK, S.A.
___________________________________<br>P.p.	___________________________________<br>P.p.
EBN BANCO DE NEGOCIOS, S.A.
___________________________________<br>P.p.	___________________________________<br>P.p.
OFFICIAL CREDIT INSTITUTE, E.P.E.
___________________________________<br>P.p.	___________________________________<br>P.p.
CATALAN INSTITUTE OF FINANCE
___________________________________<br>P.p.	___________________________________<br>P.p.
MORA BANC GRUP, S.A.
___________________________________<br>P.p.	___________________________________<br>P.p.
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SPANISH DEVELOPMENT FINANCE COMPANY, COFIDES, S.A., S.M.E., ACTING AS MANAGER IN ITS OWN NAME AND ON BEHALF OF THE FUND FOR INVESTMENTS ABROAD, F.C.P.J. (FIEX)
---	---
___________________________________<br>P.p.	___________________________________<br>P.p.
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---	---	---
THE GLOBAL AGENT
---
PALMER AGENCY SERVICES (SPAIN), S.L.U.
___________________________________<br>P.p.
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Anexo 1 ORIGINAL DEBTORS

• Wallbox N.V.

• Wall Box Chargers S.L.U.

• AR Electronics Solutions, S.L.U.

• Wallbox USA Inc.

• Kensington Capital Acquisition Corp. II

• Wallbox, AS

• Wallbox UK Limited

• Wallbox France SAS

• Wallbox Netherlands B.V.

• Walbox Belgium B.V.

• WBX Chargers Portugal, Unipessoal LDA

• Wallbox Australia Pty Ltd

• Wallbox Italy S.r.l.

• Electromaps, S.L.U.

• COIL Inc.

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Anexo 2 SENIOR CREDITORS

Part I Original Lenders

• BANCO SANTANDER, S.A.

• CAIXABANK, S.A.

Part II Original Factoring Entities

• BANCO SANTANDER, S.A.

• BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

• CAIXABANK, S.A.

Part III Original Confirming Entities

• Banco Santander, S.A.

• BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

• CAIXABANK, S.A.

Part IV Original Lending Institutions

• Banco Santander, S.A.

• BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

• CAIXABANK, S.A.

• EBN BANCO DE NEGOCIOS, S.A.

• OFFICIAL CREDIT INSTITUTE, E.P.E.

• CATALAN INSTITUTE OF FINANCE

• MORA BANC GROUP, S.A.

• SPANISH DEVELOPMENT FINANCE COMPANY, COFIDES, S.A., S.M.E. S.M.E. ACTING AS MANAGER IN ITS OWN NAME AND ON BEHALF OF THE FUND FOR INVESTMENTS ABROAD, F.C.P.J. (FIEX)

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Anexo 3 ORIGINAL INTRA-GROUP CREDITORS

• AR Electronics Solutions, S.L.U.

• Electromaps, S.L.U.

• Kensington Capital Acquisition Corp. II

• Wallbox N.V.

• Wall Box Chargers S.L.U.

• Wallbox UK Limited

• Wallbox France SAS

• Wallbox Netherlands B.V.

• Walbox Belgium B.V.

• Wallbox ApS

• Wallbox Italy S.r.l.

• Wallbox USA Inc.

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Anexo 4 REAL WARRANTIES

Provider of the Real Guarantee	Real Guarantee	Applicable Law
Wallbox N.V.	First-ranking general pledge over all (100%) of the shares representing the share capital of Wallbox Chargers and, once the company has been converted from a limited liability company to a public limited company, a first-ranking general pledge over all (100%) of the shares representing the share capital of Wallbox Chargers.	Spanish (ordinary)
Wallbox Chargers	First-ranking Catalan pledge over all (100%) of the shares representing the share capital of Electromaps, S.L.U.	Spanish (Catalan)
Wallbox Chargers	First-ranking Catalan security over all (100%) of the shares representing the share capital of AR Electronics Solutions, S.L.U.	Spanish (Catalan)
Wallbox Chargers	First-ranking security interest in all (100%) of the shares or equity interests representing the share capital of Coil Inc.	American
Wallbox Chargers	First-ranking security interest in all (100%) of the shares or equity interests representing the share capital of Wallbox France SAS.	French
Wallbox Chargers	First-ranking security interest in all (100%) of the shares or equity interests representing the share capital of Wallbox USA Inc.	US
Wallbox Chargers	First-ranking security interest in all shares or equity interests in ABL GmbH held by Wallbox Chargers representing 80% of the share capital of ABL GmbH.	German
Wallbox Chargers	First-ranking Catalan pledge on bank accounts held in Catalonia.	Spanish (Catalan)
Wallbox N.V.	First-ranking security interest in bank account number [***] held at [***], Netherlands Branch.	Dutch
Wallbox USA Inc.	First-ranking security interest in bank account number [***] held at [***].	US
Group companies	Standard first-ranking security interests in respect of claims arising from intra-group debt between Group companies.	Spanish (common)
Group companies	First-ranking general charge over credit rights arising from material contracts.	Spanish (general)
Wallbox Chargers	First-ranking chattel mortgages on industrial/intellectual property registered in Spain.	Spanish
Wallbox USA Inc.	Security interest in industrial/intellectual property registered in the United States of America.	US
Wallbox USA	Security interest in the inventory located in the United States of America.	American
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Provider of the Real Guarantee	Real Guarantee	Applicable Law
---	---	---
Wallbox Chargers	Warrants convertible into shares of Wallbox Chargers following its incorporation as a public limited company.	Spanish
Wallbox Chargers	First-ranking floating charge over the "Supernova" trademark.	Spanish
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Anexo 5 INDEPENDENT GUARANTEES

PERSONAL GUARANTEES
Secured creditor	Guarantor Companies	Debtor	Instrument / Contract	Maximum guaranteed amount (€)
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wallbox NV; AR Electronic Solutions SL; Wallbox USA Inc.	Wall Box Chargers, S.L.U.	Smart Fund. Framework Agreement	[***]
Banco Santander	Wall Box Chargers, S.L.U.	Wallbox USA	CESCE	[***]
BBVA	Wallbox NV	Wall Box Chargers, S.L.U.	Loan	[***]
BBVA	Wallbox NV	Wall Box Chargers, S.L.U.	Venture debt	[***]
Caixabank	Wall Box Chargers, S.L.U.	AR Electronic Solutions SL	ICO & Guarantor	[***]
Caixabank	Wallbox USA Inc; AR Electronic Solutions SL; Wallbox UK Limited	Wall Box Chargers, S.L.U.	ICO Ukraine	[***]
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Caixabank	Wallbox USA Inc; AR Electronic Solutions SL; Wallbox UK Limited	Wall Box Chargers, S.L.U.	Credit Account	[***]
---	---	---	---	---
ICO	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
ICF	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
EBN	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
COFIDES	Wall Box Chargers, S.L.U.; Wallbox NV	Wallbox USA	Syndicated Loan	[***]
Mora Bank	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Syndicated Loan	[***]
HSBC	Wallbox NV; Wallbox USA Inc	Wall Box Chargers, S.L.U.	Inventory Credit Facility	[***]
SECURITY INTERESTS
---	---	---	---	---	---
Secured creditor	Debtor	Type of security interest	Description of the encumbered asset or right	Date of creation	Maximum secured amount (€)
ICO	Wall Box Chargers S.L.U	Mortgage	Machinery / Furniture	23/02/2026	[***]
ICF	Wall Box Chargers S.L.U	Mortgage	Machinery / Furniture	23/02/2026	[***]
EBN	Wall Box Chargers S.L.U	Mortgage	Machinery / Furniture	23/02/2026	[***]
Mora Bank	Wall Box Chargers S.L.U	Mortgage	Machinery / Furniture	23/02/2026	[***]
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HSBC	Wall Box Chargers S.L.U	Mortgage	Inventory	22/03/2024	[***]
---	---	---	---	---	---
COFIDES	Wallbox USA Inc.	Mortgage	Bank Accounts	16/10/2023	[***]
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Anexo 6 SAMPLE AGREEMENT DOCUMENT

To: [Global Agent]

From: [New Debtor/Shareholder Creditor/Intragroup Creditor/Lending Institution/Crediting Institution/Factoring Institution/Confirming Institution]

1. This standard form agreement (the “Agreement”) is entered into on [date] by [insert full name of the new Debtor/Shareholder Creditor/Intra-group Creditor/Lending Entity/Crediting Entity/Factoring Entity/Confirming Entity] (the “Party”) in relation to the inter-creditor agreement entered into on [*] 2026, by, amongst others, Wall Box Chargers, S.L.U., AR Electronic Solutions, S.L.U., Wallbox USA INC. and the remaining entities listed therein as debtors and/or guarantors as Original Debtors, the entities listed therein as Original Operating Entities, the entities listed therein as Original Lending Entities, and Palmer Agency Services (Spain), S.L.U. as Global Agent (as such agreement may be novated, amended, restated or supplemented from time to time, the “Creditors’ Agreement”).

2. The terms set out in capital letters in this Accession Document shall have the meaning attributed to them in the Agreement between Creditors, unless expressly stated otherwise.

3. The Appearing Party declares that they are aware of the existence and content of the Agreement between Creditors, having examined a copy thereof.

4. The Appearing Party agrees to accede unconditionally and irrevocably to the Intercreditor Agreement in the capacity of [Debtor/Shareholder Creditor/Intragroup Creditor/Lending Entity/Crediting Entity/Factoring Entity/Confirming Entity] and confirms that, with effect from [the present date/[*]]:

a. it shall become a party to the Intercreditor Agreement in the capacity of [Debtor/Shareholder Creditor/Intragroup Creditor/Lending Entity/Crediting Entity/Factoring Entity/Confirming Entity] [and also in the capacity of [Subordinated Creditor Entity/Senior Creditor Entity]];

b. accepts all the terms and conditions of the Intercreditor Agreement and undertakes to comply with all the obligations and assume all the rights which, in accordance with the Intercreditor Agreement, correspond to the [Debtors/Shareholder Creditors/Intragroup Creditors/Lending Entities/Crediting Entities/Factoring Entities/Confirming Entities]; and

c. agrees to be bound by all the provisions of the Intercreditor Agreement as if it had been an original party thereto, with full legal force and effect.

5. This Accession Document and any non-contractual obligations relating thereto shall be governed by and construed in accordance with Spanish law.

6. All communications with the Appearing Party shall be made in accordance with the provisions of Clause [18] (Notifications) of the Intercreditor Agreement.

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For these purposes, the Appearing Party’s contact details for service of process are as follows:

Address: [*]

Tel. no.: [*]

Email: [*]

Attn: [*]

7. To the extent that such submission is legally permissible, each party to this Accession Document irrevocably submits, expressly waiving any jurisdiction that might otherwise apply, to the jurisdiction of the Courts and Tribunals of the city of Madrid (Spain) for the hearing and resolution of any claim that may arise from the performance or interpretation of this Adhesion Document (including, for these purposes, any dispute relating to its existence, validity or expiry) and from any non-contractual obligations relating thereto.

8. This Adhesion Document shall be formalised as a Spanish public document (whether by way of a policy or deed) for all purposes provided for in Article 517 of the Civil Procedure Act.

THE NEW [DEBTOR/SHAREHOLDER CREDITOR/INTRA-GROUP CREDITOR/LENDING INSTITUTION/CREDIT INSTITUTION/FACTORING INSTITUTION/CONFIRMING INSTITUTION]
[*]
________________________________<br>[*]
THE GLOBAL AGENT
---
PALMER AGENCY SERVICES (SPAIN), S.L.U.
________________________________<br>[*]
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Anexo 7 STANDARD AGREEMENT

At [*], on [*] [*] [*], in the presence of the notary of [*], [Mr/Ms] [*].

APPEARS

[*], a legal entity of [*] nationality, with registered office at [*], [*], and with Tax Identification Number [*]. It is duly represented for this purpose (the “Appearing Party”).

STATES

(A) That on [*] 2026, a contract was entered into between creditors, including, amongst others, Wall Box Chargers, S.L.U., AR Electronic Solutions, S.L.U., Wallbox USA INC. and the remaining entities listed therein as debtors and/or guarantors as Original Debtors, the entities listed therein as Original Operating Entities, the entities listed therein as Original Lending Entities and Palmer Agency Services (Spain), S.L.U. as Global Agent (the “Agreement”).

(B) That the Agreement provides in Clause [14] (Accession of Non-Signatory Senior Creditor Entities) for the option that any Senior Creditor Entity that had not signed the Agreement on the Signing Date may accede to the Agreement on a date subsequent to the Signing Date (as such terms are defined in the Agreement).

(C) That the Appearing Party expressly declares that it is a Senior Lending Entity and is interested in (i) acceding fully to the Agreement and (ii) assuming all rights and obligations incumbent upon it in its capacity as a Senior Lending Entity, on the terms set out in the Agreement.

(D) That as a consequence of the foregoing, the Appearing Party hereby decides to execute this letter of accession (the “Letter of Accession”), which shall be subject to the following:

CLAUSES

1. DEFINITIONS

The terms set out in capital letters in this Letter of Accession shall have the meaning attributed to them in the Agreement, unless otherwise expressly stated.

2. ACCESSION AND RATIFICATION

The Appearing Party adheres to, ratifies and approves the Contract in its entirety, the full content of which he declares to be aware of, assuming all rights and obligations incumbent upon him in his capacity as Senior Lender, in accordance with the terms set out in the Contract, thereby giving this instrument full legal force and effect.

3. REQUEST TO THE NOTARY IN ATTENDANCE

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The Appearing Party requests the Notary Public to ensure that, in accordance with the provisions of Clause [14] (Adherence of Non-Signatory Senior Creditor Entities) of the Agreement:

(a) incorporate into the Contract, by means of a notarial entry, a copy of the Letter of Accession, provided that this concerns the notary acting on the Contract; or

(b) send, via SIGNO, a copy of the Letter of Accession duly certified to the notary involved in the Agreement, provided that this is a notary other than the notary involved in the Agreement.

The notary involved accepts the request made by the Appearing Party.

4. NOTIFICATIONS

All communications with the Appearing Party shall be made in accordance with the provisions of Clause [18] (Notifications) of the Contract.

For these purposes, the Appearing Party’s notification details shall be as follows:

Address: [*]

Tel. no.: [*]

Email: [*]

Attn: [*]

5. SENDING THE LETTER OF SUPPORT TO THE AGENT

The Appearing Party undertakes to send the Global Agent an electronic copy of the duly certified Notice of Adherence as soon as it becomes available, thereby complying with the terms set out in Clause [14] (Adherence of Non-Signatory Senior Creditors) of the Agreement.

6.

This Letter of Adherence shall be governed by and construed in accordance with Spanish civil law.

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Anexo 8 DETAILS FOR THE PURPOSES OF NOTIFICATIONS

[intentionally omitted]

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EX-5.16

VERSIÓN DE FIRMA [Automatic translation for information purposes only]

Exhibit 5.16

EQUITY COMMITMENT LETTER

From:

ORILLA ASSET MANAGEMENT, S.L., INVERSIONES FINANCIERAS PERSEO, S.L. (an Iberdrola group company), AM GESTIO, S.L., CONSILIUM, S.L., MINGKIRI, S.L. and KARIEGA VENTURES, S.L. (collectively, the "Shareholders") and INSTRUMENTS FINANCERS PER A EMPRESES INNOVADORES, S.L. Unipersonal (IFEM) (together with the Shareholders, the "Investors" and, individually, each of them, an "Investor"); and

ANANGU GRUP, S.L. (“Anangu”), solely for the purposes of assuming the commitments set forth in Clauses 6 and 7 below.

To:

WALLBOX, N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its registered office (statutaire zetel) in Amsterdam, the Netherlands, with address at Carrer del Foc 68, 08038 Barcelona, Spain, and Spanish tax identification number (NIF) N0098134J (the "Parent"); and

WALL BOX CHARGERS, S.L.U., a company duly incorporated under the laws of the Kingdom of Spain, registered with the Commercial Registry of Madrid under Sheet M-653256, Volume 36360, Page 189 and IRUS 10002999436zs87, with its registered address at Paseo de la Castellana 98, 28002, Madrid, Spain, and Spanish tax identification number (NIF) B66542903 (the "Company" and, together with the Investors and the Parent, the "Parties").

Cc:

PALMER AGENCY SERVICES (SPAIN), S.L.U., a Spanish company with registered address at Calle Castelló, 59, Bajo, 28001 Madrid, duly registered with the Commercial Registry of Madrid, and Spanish tax identification number (NIF) B56936644 (the "Global Agent").

April 8, 2026

Dear Sirs:

We refer to the recapitalization and global restructuring of the financial debt of the Wallbox group (the "Restructuring") and to the Spanish law restructuring plan pursuant to which the Restructuring is being implemented (the "Restructuring Plan"), signed on the date of this letter (the "Letter") by, among others, the Company, a group of financial institutions including Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., CaixaBank, S.A., EBN Banco de Negocios, S.A., Instituto de Crédito Oficial, E.P.E., Institut Català de Finances, Mora Banc Grup, S.A., Compañía Española de Financiación del Desarrollo Cofides, S.A., S.M.E., acting in its own name and on behalf of the Fondo para inversiones en el exterior, F.C.P.J. (FIEX) (the "Financial Institutions"), and the Global Agent, in its capacity as agent of the Restructuring, which will be judicially approved (homologado) pursuant to Title III of Book Two of the Spanish Insolvency Law.

This Letter supersedes and replaces in its entirety, as of the date of its execution, the letter of interest entered into by the Company and the Investors on December 22, 2025, which shall have no further force or effect among the Parties as of the date hereof.

• DEFINITIONS

In this Letter:

"Class A Shares" means the class A shares of the Parent, with a par value of €2.40 each.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam (the Netherlands), Barcelona, Bilbao, Madrid (Spain) and New York (United States).

"Restructuring Documents" has the meaning ascribed to such term in the Restructuring Plan.

"Restructuring Plan Effective Date" means the "Effective Date", as such term is defined in the Restructuring Plan.

"Capital Increase Long Stop Date" means the date falling two months after the publication of the judicial approval order ( auto de homologación) of the Restructuring Plan.

"Bridge Financing" means the loan granted by the Shareholders, as lenders, to the Parent, as borrower, in an aggregate principal face value amount of €6,647,058.82, the terms of which are set forth in a bridge loan facility agreement (the "Bridge Loan Facility Agreement"), executed on the date of this Letter.

• EQUITY COMMITMENT
• Amount of the Investment Commitments

By means of this Letter and on the basis of the terms set forth in the Restructuring Plan and the other Restructuring Documents, each Investor makes an irrevocable and individual commitment to the Company and the Parent to make a cash contribution to the Parent in the amount set forth in the table below (each Investor's investment, its "Investment Commitment" and, collectively, the "Investment Commitments"):

Investor	Amount (€)
Orilla Asset Management, S.L.	***
Inversiones Financieras Perseo, S.L. (an Iberdrola group company)	***
AM Gestio, S.L.	***
Consilium, S.L.	***
Mingkiri, S.L.	***
Kariega Ventures, S.L.	***
Instruments Financers per a Empreses Innovadores, S.L. Unipersonal (IFEM)	***
Total	€10,650,000

Each Investor's Investment Commitment shall be funded through the subscription and payment of newly issued Class A Shares of the Parent (the "New Shares") issued in one or more capital increases with exclusion of the pre-emptive subscription rights (uitsluiting van voorkeursrechten) of the shareholders of the Parent pursuant to Sections 2:96 and 2:96a of

DOCPROPERTY "Document number" \* MERGEFORMAT 3219901272

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the Dutch Civil Code, and one or more private placements among the Investors (PIPE) (collectively, the "Capital Increase"). In the case of the Shareholders, the funding of the Investment Commitments shall be carried out as set forth in Clause 2.2 below.

The subscription price (including both par value and share premium) of each New Share shall be the greater of (i) the price expressed in euros resulting from applying a 20% discount to the volume-weighted average price (VWAP) of the Class A Shares of the Parent during the fifteen (15) trading days prior to the date on which the price of the New Shares is set at the time of the execution of the Capital Increase, and (ii) €2.40 (the par value of the Class A Shares as of the date of this Letter) (the "Subscription Price").

The number of New Shares to be subscribed by each Investor shall be the result of dividing such Investor's Investment Commitment (increased, as applicable, by the OID (as such term is defined in the Bridge Financing agreement), any PIK Interest and any other interest accrued under the Bridge Financing) by the Subscription Price, subject to such rounding adjustments as may be necessary, such that any fractional New Share resulting therefrom shall be rounded down to the nearest whole number of New Shares.

The actual amount of the Investment Commitments shall be adjusted in accordance with the provisions of Clause 2.2 below.

• Repayment of the Bridge Financing

To the extent that, on the settlement date of the Capital Increase, there are outstanding payment obligations of the Parent under the Bridge Financing (including, without limitation, the face value principal, OID, PIK Interest and any other interest) (the "Amounts to be Set Off"), each Shareholder's obligation to fund its Investment Commitment and subscribe for New Shares shall be satisfied by setting off such obligation against such Shareholder's corresponding Amounts to be Set Off; all of the foregoing pursuant to the terms of the subscription agreement to be executed in connection with the Capital Increase and without requiring any additional contribution, whether in cash or in kind, by the Shareholders.

Accordingly, the amounts of the Shareholders' Investment Commitments set forth in the table in Clause 2.1 above shall be adjusted solely to reflect: (i) the increase in the amount of principal granted under the Bridge Financing owed by the Parent to the Shareholders on account of OID up to an aggregate amount of €6,647,058.82; (ii) PIK Interest (as such term is defined in the Bridge Financing agreement) accrued and capitalized up to the settlement date of the Capital Increase; and (iii) any other amounts outstanding under the Bridge Financing on the settlement date of the Capital Increase.

The Parties undertake to take all actions necessary or advisable to enable the New Shares to be subscribed by set-off against the Parent's repayment obligations under the Bridge Financing.

• Restructuring Support Fee

In consideration for the Capital Increase subscription commitments in the context of the Restructuring set forth in this Letter, the Parent acknowledges in favor of the Investors a fee (the "Restructuring Support Fee") which shall be remunerated through the issuance, on the settlement date of the Capital Increase, of warrants entitling the holders thereof to subscribe for newly issued Class A Shares of the Parent (the "Warrants").

The Warrants shall have the following characteristics:

• they shall confer the right to subscribe for Class A Shares of the Parent;

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• the exercise price shall be the Subscription Price;
• the term of the Warrants shall be five years from their date of issuance; and
• the subscription right may be exercised at any time during the term referred to in sub-clause (iii).

The Restructuring Support Fee corresponding to each Investor shall consist of an amount equivalent to the aggregate value of the premium (calculated on the basis of a market-standard valuation model for such purposes) of a number of Warrants equal to half the number of New Shares allocated to such Investor in the Capital Increase (in the event that the number of New Shares allocated to an Investor is an odd number, the number of Warrants shall be rounded down). The actual amount of the Restructuring Support Fee shall be calculated at the time of execution of the subscription agreements to be entered into in connection with the Capital Increase and shall be reflected therein.

The amount of the Restructuring Support Fee shall be discharged upon delivery of the corresponding number of Warrants. The issuance and subscription of the Warrants shall occur simultaneously with the issuance of the New Shares.

The Parties undertake to execute any documents necessary for the issuance of the Warrants prior to or simultaneously with the Capital Increase in accordance with the terms set forth in this Letter.

• IMPLEMENTATION OF THE CAPITAL INCREASE

Subject to the satisfaction of the Condition Precedent (as defined below), the Parent shall determine, in its sole discretion (but at all times in accordance with the Restructuring Plan and the documents executed thereunder), the most appropriate time to implement the Capital Increase and all other terms of the Capital Increase not regulated in this Letter (including, without limitation, the subscription and payment periods and the settlement date).

Notwithstanding the foregoing, the Capital Increase shall occur no later than ten (10) Business Days prior to the Capital Increase Long Stop Date. If, following the Capital Increase Long Stop Date, the settlement of the Capital Increase has not occurred for reasons not attributable to the Investors, the funding obligations of the Investors under the Investment Commitments shall be deemed extinguished.

• REGISTRATION OBLIGATIONS

In the event that the issuance and subscription of the New Shares and the Warrants are not subject to prior registration requirements under U.S. securities laws:

• The Parent agrees that, within thirty (30) days following the date on which the Investors subscribe for the New Shares, the Parent shall file with the U.S. Securities and Exchange Commission ( SEC) (at the sole cost and expense of the Parent) a registration statement to register the resale of the New Shares and, if necessary, the Warrants (including any shares of the Parent issued upon exercise of the Warrants).
• The Parent undertakes to use its best efforts to cause such registration statement to be declared effective no later than ninety (90) days following the date on which the Investors subscribe for the New Shares, subject to applicable SEC review timelines and, following effectiveness, to customary blackout periods.

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In addition, the Parent agrees that the registration statement referred to in sub-clause (i) above shall also include the registration for resale of any shares of the Parent held by the Shareholders that, as of the date of filing of such registration statement, remain subject to a restrictive legend in the records of the Parent's transfer agent and have not been released or transferred to a securities account of the relevant Shareholder.

• CONDITION PRECEDENT TO THE INVESTMENT COMMITMENTS

The Parties agree that the funding obligations under the Investment Commitments of each Investor assumed pursuant to Clause 2 are subject to the condition precedent that the Restructuring Plan Effective Date shall have occurred in accordance with the terms of the Restructuring Plan (the "Condition Precedent").

For such purposes, the Global Agent shall deliver to the Investors, at the e-mail addresses set forth in the signature pages of this Letter, a written notice in accordance with the Restructuring Plan indicating that all conditions precedent to the Restructuring Plan have been duly satisfied or validly waived.

If the Restructuring Plan Effective Date does not occur in accordance with the terms and timeframes set forth in the Restructuring Plan, the funding obligations of each Investor under the Investment Commitments shall not become effective.

• LOCK-UP

The Shareholders and Anangu irrevocably undertake that, during the period from the date of this Letter until the earlier of: (i) the date on which the 2026 annual general meeting of shareholders of the Parent is held; and (ii) July 31, 2026, neither they nor any person acting on their behalf shall, without the prior written consent of the Company and the Parent, directly or indirectly:

• offer, pledge, sell, contract to sell, sell or grant any option, right, warrant or contract to purchase, exercise any option to sell, acquire any option or contract to sell, or lend or otherwise transfer or dispose of any shares of the Parent held, directly or indirectly, by them (including, for the avoidance of doubt, the New Shares and any other shares of the Company held by them on the date of this Letter or acquired thereafter up to the date of the 2026 annual general meeting of shareholders of the Parent) or other securities substantially similar to such shares, or any securities convertible into, exercisable for or exchangeable for ordinary shares of the Parent or other shares of the Parent or other securities substantially similar to the shares of the Parent, or file (or request that the Parent file) any registration statement pursuant to the Securities Act of 1933 (without prejudice to the obligations set forth in Clause 4), prospectus or similar document with any other securities regulator, stock exchange or listing authority in connection with any of the foregoing;
• enter into any swap or any other contract or transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of any shares of the Parent held, directly or indirectly, by them;
• enter into any other transaction having the same economic effects as those described in sub-clauses (i) and (ii) above, or agree to do so or announce or otherwise publicly disclose an intention to do any of the foregoing;

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• regardless of whether any such swap or transaction described in sub-clauses (i), (ii) or (iii) above is to be settled by delivery of ordinary shares or of securities convertible into, exercisable for or exchangeable for ordinary shares, in cash or otherwise; or
• publicly announce an intention to carry out any of the actions set forth in sub-clauses (i) through (iv).

The obligations set forth in this Clause shall not apply to transfers of Class A Shares by the Shareholders or Anangu to their respective subsidiaries, provided that such subsidiaries accede to this Letter, irrevocably assuming all of the commitments of the relevant Shareholder or Anangu, as applicable.

• ADDITIONAL SHAREHOLDER COMMITMENTS

The Shareholders and Anangu irrevocably and individually undertake, in their capacity as shareholders of the Parent, to vote, to the extent permitted by law, at the 2026 annual general meeting of shareholders of the Parent, expected to be held on or around May 24, 2026, in favor of the resolutions that the board of directors proposes to the general meeting in connection with:

• the Capital Increase and the issuance of the Warrants (to the extent necessary or advisable), as well as any other resolution proposed by the board of directors of the Parent that is necessary or advisable for the proper implementation of the Capital Increase and the issuance of the Warrants;
• the issuance by the Company of warrants convertible into ordinary shares for the purpose of capitalizing, in certain circumstances, the debt under certain of the Restructuring Documents;
• the granting of a pledge in favor of the Financial Institutions over all of the equity interests (and, in the case of the Company, once converted into a public limited company (sociedad anónima), shares) or shares representing 100% of the share capital of, among others: (a) the Company, (b) AR Electronic Solutions, S.L.U., (c) Wallbox USA Inc., and (d) ABL GmbH, held by the Parent, as well as any other security interest that may be necessary or advisable in the context of the Restructuring;
• the Restructuring (as such term is defined in the Restructuring Plan) and all actions necessary or advisable for its implementation;
• the conversion of the Company from a limited liability company (sociedad limitada) into a public limited company (sociedad anónima); and
• any other resolutions submitted to a vote that are advisable or necessary for the implementation of the Restructuring Plan (as executed on the date of this Letter, and without the commitments assumed by the Shareholders and Anangu pursuant to this Letter being capable of being affected by any subsequent amendments thereto) or in connection with the Restructuring, provided that they do not result in a loss of the statutory rights recognized in favor of the Class A Shares.

The board of directors shall be responsible for determining the agenda items that, in each case, need to be proposed to the general meeting and for drafting the text of the corresponding proposed resolutions, all in accordance with applicable law requirements, and neither the Shareholders nor Anangu shall assume any obligation in this regard.

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• INFORMATION OBLIGATIONS OF THE PARENT AND THE COMPANY TO THE INVESTORS

The Parent and the Company undertake to inform the Investors, with the utmost diligence and as soon as any relevant document or information becomes available, of all matters relating to the Restructuring. To that end, the Parent and the Company shall provide, in a complete and accurate manner, through secure electronic means or any other channel previously agreed with the Investors, the following documentation and information, without limitation:

• a signed copy of the Restructuring Plan, together with any ancillary or supplementary documents;
• copies of all pleadings and court orders filed and/or issued in connection with the judicial approval proceedings of the Restructuring Plan;
• copies of any and all Restructuring Documents;
• drafts of the documents to be executed for the implementation of the Investment Commitments and the issuance of the Warrants, at least ten (10) Business Days prior to their execution;
• information on the timetable of the Capital Increase and the date of execution of the implementation documents for the Investment Commitments, as well as on the form of issuance of the New Shares, at least ten (10) Business Days prior to the implementation of the Capital Increase; and
• any other documentation or information relating to the Restructuring, progress in the satisfaction of the Condition Precedent or the Investment Commitments, as may be reasonably requested by the Investors.

The information obligation described in this Clause shall be of a continuing nature until the full completion of the Restructuring and the implementation of the Investment Commitments. The Parent and the Company shall ensure that the documentation provided is up to date and shall be responsible for promptly communicating any material change, incident or relevant deviation. All of the foregoing shall be without prejudice to any legal or contractual confidentiality or data protection restrictions that may apply, in which case the Parent and the Company shall provide the information to the maximum extent permitted by applicable law and existing agreements, and shall inform the Investors of any existing restrictions.

• BINDING NATURE AND ENFORCEABILITY

This Letter constitutes a binding agreement among each Investor, the Company and the Parent. Any breach of the commitments set forth in this Letter shall entitle each Party to exercise all rights and remedies available to it under applicable law.

Without prejudice to the foregoing, the Parties expressly acknowledge and agree that the commitments and obligations assumed by the Investors and Anangu, as applicable, pursuant to this Letter constitute a stipulation in favor of a third party (estipulación en favor de terceros) pursuant to Article 1,257 of the Spanish Civil Code in favor of the Global Agent and of the senior creditor entities under the intercreditor agreement entered into on or around the date of this Letter in the context of the Restructuring (the "Senior Creditor Entities"). The stipulation in favor of a third party shall be deemed validly accepted once the Global Agent (acting in its own name and, as applicable, on behalf of or for the account of the Senior

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Creditor Entities) has notified all Parties by e-mail at the addresses set forth in the signature pages of this Letter. From that moment, the commitments and obligations assumed by the Investors and Anangu, as applicable, pursuant to this Letter may not be revoked, amended or terminated without the prior written consent of the Global Agent.

• CONFIDENTIALITY

The Parties undertake not to disclose to any third party the existence or terms of this Letter without the prior written consent of the other signatory Parties, except to the extent required by applicable law or regulation. Notwithstanding the foregoing, each Party may communicate and deliver a copy of this Letter to its financing entities, directors, employees, advisors or representatives (and those of its subsidiaries), provided that such persons maintain strict confidentiality. In addition, the Parent and/or the Company may disclose or make public the existence and terms of the Investment Commitments assumed by the Investors pursuant to this Letter in public communications relating to the Restructuring and in any registration statements, offering documents and marketing materials prepared in connection with the Capital Increases.

• GOVERNING LAW

This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Spanish law (derecho común español).

• JURISDICTION

With express waiver of any other jurisdiction to which they might be entitled, the Parties irrevocably submit to the exclusive jurisdiction of the courts of the city of Barcelona for the resolution of any dispute that may arise in connection with the interpretation, performance, termination and enforcement of this Letter.

DOCPROPERTY "Document number" \* MERGEFORMAT 3219901272

8

The Investors

ORILLA ASSET MANAGEMENT, S.L.

By Name: Title:

Notice details:

[Hoja de Firma – Carta de Compromiso de Inversión]

INVERSIONES FINANCIERAS PERSEO, S.L. (sociedad del grupo Iberdrola)

By <br> Name<br> Title:	By <br> Name: <br> Title:

Notice details:

[Hoja de Firma – Carta de Compromiso de Inversión]

AM GESTIO, S.L.

By Name: Title:

Notice details:

[Hoja de Firma – Carta de Compromiso de Inversión]

CONSILIUM, S.L.

By <br> Name: <br> Title: Attorney	By <br> Name: <br> Title: Attorney

Notice details:

[Hoja de Firma – Carta de Compromiso de Inversión]

MINGKIRI, S.L.

By Name: Title:

Notice details:

[Hoja de Firma – Carta de Compromiso de Inversión]

ANANGU GRUP, S.L.

By Name: Title: Attorney

Notice details:

[Hoja de Firma – Carta de Compromiso de Inversión]

KARIEGA VENTURES, S.L.

By Name: Title: Sole Director

Notice details:

[Hoja de Firma – Carta de Compromiso de Inversión]

INSTRUMENTS FINANCERS PER A EMPRESES INNOVADORES, S.L. UNIPERSONAL (IFEM)

By Name: Title: Attorney

Notice details:

[Hoja de Firma – Carta de Compromiso de Inversión]

Habiendo recibido la presente Carta, la aceptamos y estamos de acuerdo los términos de la misma:

WALLBOX, N.V

By Name: Title:

Notice details:

[Hoja de Firma (Recibida y Conforme) – Carta de Compromiso de Inversión]

WALL BOX CHARGERS, S.L.U.

By Name: Title:

Notice details:

[Hoja de Firma (Recibida y Conforme) – Carta de Compromiso de Inversión]

EX-5.17

VERSIÓN DE FIRMA

[Automatic translation for information purposes only]

Exhibit 5.17

LOCK-UP AND VOTING COMMITMENT LETTER

From:

Mr. EDUARD CASTAÑEDA, of legal age, Spanish national, with address for these purposes at [**] and holder of Spanish National Identity Document number [***] (the "Shareholder").

To:

WALLBOX, N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its registered office (statutaire zetel) in Amsterdam, the Netherlands, with address at Carrer del Foc 68, 08038 Barcelona, Spain, and Spanish tax identification number (NIF) N0098134J (the "Parent"); and

WALL BOX CHARGERS, S.L.U., a company duly incorporated under the laws of the Kingdom of Spain, registered with the Commercial Registry of Madrid under Sheet M-653256, Volume 36360, Page 189, with its registered address at Paseo de la Castellana 98, 28002, Madrid, Spain, and Spanish tax identification number (NIF) B66542903 (the "Company" and, together with the Shareholder and the Parent, the "Parties").

Cc:

PALMER AGENCY SERVICES (SPAIN), S.L.U., a Spanish company with registered address at Calle Castelló, 59, Bajo, 28001 Madrid, duly registered with the Commercial Registry of Madrid, and Spanish tax identification number (NIF) B56936644 (the "Global Agent").

April 8, 2026

Dear Sirs:

I refer to the recapitalization and global restructuring of the financial debt of the Wallbox group (the "Restructuring") and to the Spanish law restructuring plan pursuant to which the Restructuring is being implemented (the "Restructuring Plan"), signed on or around the date of this letter (the "Letter") by, among others, the Company, a group of financial institutions including Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., CaixaBank, S.A., EBN Banco de Negocios, S.A., Instituto de Crédito Oficial, E.P.E., Institut Català de Finances, Mora Banc Grup, S.A., Compañía Española de Financiación del Desarrollo Cofides, S.A., S.M.E., acting in its own name and on behalf of the Fondo para inversiones en el exterior, F.C.P.J. (FIEX) (the "Financial Institutions"), and the Global Agent, in its capacity as agent of the Restructuring, and which is expected to be judicially approved (homologado) pursuant to Title III of Book Two of the Spanish Insolvency Law.

In the context of the Restructuring, certain corporate resolutions are expected to be approved at the 2026 annual general meeting of shareholders of the Parent, including, among others, certain of those listed in Clause 3 of this Letter.

In furtherance of the successful completion of the Restructuring and in the Shareholder's capacity as a shareholder of the Parent, the Shareholder agrees to undertake, by means of this Letter, the lock-up and voting commitments set forth below.

• DEFINITIONS

In this Letter:

"Capital Increase" means the capital increase expected to be carried out in the context of the Restructuring through the issuance of class A shares of the Parent (with a par value of €2.40 each) (the "Class A Shares"), structured as one or more capital increases with exclusion of the pre-emptive subscription rights (uitsluiting van voorkeursrechten) of the shareholders of the Parent pursuant to Sections 2:96 and 2:96a of the Dutch Civil Code, and one or more private placements among the Investors (PIPE).

"Restructuring Documents" has the meaning ascribed to such term in the Restructuring Plan.

"2026 Annual General Meeting Date" means the date on which the 2026 annual general meeting of shareholders of the Parent is held, expected to be on or around May 24, 2026.

"Lock-Up Period" means the period from the date of this Letter until the earlier of: (i) the 2026 Annual General Meeting Date; and (ii) July 31, 2026.

“Warrants” means the warrants expected to be issued on the settlement date of the Capital Increase as consideration for the Capital Increase subscription commitments assumed by certain shareholders and investors in the context of the Restructuring, and which will entitle their holders to subscribe for newly issued Class A Shares of the Parent.

• LOCK-UP COMMITMENTS

The Shareholder irrevocably undertakes that, during the Lock-Up Period, neither the Shareholder nor any person acting on the Shareholder's behalf shall, without the prior written consent of the Company and the Parent, directly or indirectly:

• offer, pledge, sell, contract to sell, sell or grant any option, right, warrant or contract to purchase, exercise any option to sell, acquire any option or contract to sell, or lend or otherwise transfer or dispose of any shares of the Parent held, directly or indirectly, by the Shareholder (including, for the avoidance of doubt, any shares of the Parent held by the Shareholder on the date of this Letter or acquired thereafter up to the 2026 Annual General Meeting Date) or other securities substantially similar to such shares, or any securities convertible into, exercisable for or exchangeable for any shares of the Parent, or file any registration statement pursuant to the Securities Act of 1933, prospectus or similar document with any other securities regulator, stock exchange or listing authority in connection with any of the foregoing;
• enter into any swap or any other contract or transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of any shares of the Parent held, directly or indirectly, by the Shareholder;
• enter into any other transaction having the same economic effects as those described in sub-clauses (i) and (ii) above, or agree to do so or announce or otherwise publicly disclose an intention to do any of the foregoing;
• regardless of whether any such swap or transaction described in sub-clauses (i), (ii) or (iii) above is to be settled by delivery of shares or of securities convertible into, exercisable for or exchangeable for shares, in cash or otherwise; or
• publicly announce an intention to carry out any of the actions set forth in sub-clauses (i) through (iv) above.

The obligations set forth in this Clause shall not apply to transfers of shares of the Parent by the Shareholder to companies of which the Shareholder is, directly or indirectly, the majority

DOCPROPERTY "Document number" \* MERGEFORMAT 3219901439

2

shareholder or partner, provided that such companies accede to this Letter, irrevocably assuming all of the Shareholder's commitments set forth herein.

• VOTING COMMITMENTS

The Shareholder irrevocably and individually undertakes, in the Shareholder's capacity as a shareholder of the Parent and, in particular, with respect to any shares of the Parent held, directly or indirectly, by the Shareholder, to vote, to the extent permitted by law, on the 2026 Annual General Meeting Date in favor of the resolutions that the board of directors proposes to the general meeting in connection with:

• the Capital Increase and the issuance of the Warrants (to the extent necessary or advisable), as well as any other resolution proposed by the board of directors that is necessary or advisable for the proper implementation of such capital increase and the issuance of the Warrants;
• the issuance by the Company of warrants convertible into ordinary shares for the purpose of capitalizing, in certain circumstances, the debt under certain of the Restructuring Documents;
• the granting of a pledge in favor of the Financial Institutions over all of the equity interests (and, in the case of the Company, once converted into a public limited company (sociedad anónima), shares) or shares representing 100% of the share capital of, among others: (a) the Company, (b) AR Electronic Solutions, S.L.U., (c) Wallbox USA Inc., and (d) ABL GmbH, held by the Parent, as well as any other security interest that may be necessary or advisable in the context of the Restructuring;
• the Restructuring and all actions necessary or advisable for its implementation;
• the conversion of the Company from a limited liability company (sociedad limitada) into a public limited company (sociedad anónima); and
• any other resolutions submitted to a vote that are advisable or necessary for the implementation of the Restructuring Plan, provided that they do not result in a loss of the statutory rights recognized in favor of the shares of the Parent held by the Shareholder.

The board of directors shall be responsible for determining the items to be placed on the agenda and for drafting the text of the corresponding proposed resolutions, and the Shareholder shall not assume any obligation in this regard.

• BINDING NATURE AND ENFORCEABILITY

This Letter constitutes a binding agreement among the Shareholder, the Company and the Parent. Any breach of the commitments set forth in this Letter shall entitle each Party to exercise all rights and remedies available to it under applicable law.

Without prejudice to the foregoing, the Parties expressly acknowledge and agree that the commitments and obligations assumed by the Shareholder, as applicable, pursuant to this Letter constitute a stipulation in favor of a third party (estipulación en favor de terceros) pursuant to Article 1,257 of the Spanish Civil Code in favor of the Global Agent and of the senior creditor entities under the intercreditor agreement entered into on or around the date of this Letter in the context of the Restructuring (the "Senior Creditor Entities"). The

DOCPROPERTY "Document number" \* MERGEFORMAT 3219901439

3

stipulation in favor of a third party shall be deemed validly accepted once the Global Agent (acting in its own name and, as applicable, on behalf of or for the account of the Senior Creditor Entities) has notified all Parties by e-mail at the addresses set forth in the signature pages of this Letter. From that moment, the commitments and obligations assumed by the Shareholder pursuant to this Letter may not be revoked, amended or terminated without the prior written consent of the Global Agent.

• CONFIDENTIALITY

The Parties undertake not to disclose to any third party the existence or terms of this Letter without the prior written consent of the other signatory Parties, except to the extent required by applicable law or regulation. Notwithstanding the foregoing, each Party may communicate and deliver a copy of this Letter to its financing entities, directors, employees, advisors or representatives (and those of its subsidiaries), provided that such persons maintain strict confidentiality. In addition, the Parent and/or the Company may disclose or make public the existence and terms of the obligations assumed by the Shareholder under this Letter in public communications relating to the Restructuring and in any registration statements, offering documents and marketing materials prepared in connection with any capital increases carried out in the context of the Restructuring.

• GOVERNING LAW

This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Spanish law (derecho común español).

• JURISDICTION

With express waiver of any other jurisdiction to which they might be entitled, the Parties irrevocably submit to the exclusive jurisdiction of the courts of the city of Barcelona for the resolution of any dispute that may arise in connection with the interpretation, performance, termination and enforcement of this Letter.

DOCPROPERTY "Document number" \* MERGEFORMAT 3219901439

4

Mr. Eduard Castañeda

By

Notices address: [***]

[Hoja de Firma – Carta de Lock-up]

Having received this Letter, we hereby accept and agree to its terms:

WALLBOX, N.V.

By

Name: [***]

Title: Attorney-in-Fact

Notices address: [***]

[Hoja de Firma (Recibida y Conforme) – Carta de compromisos de lock-up y de voto]

WALL BOX CHARGERS, S.L.U.

By

Name: [***]

Title: Attorney-in-Fact

Notices address: [***]

[Hoja de Firma (Recibida y Conforme) – Carta de compromisos de lock-up y de voto]

EX-5.18

VERSIÓN DE FIRMA [Automatic translation for information purposes only]

Exhibit 5.18

LOCK-UP AND VOTING COMMITMENT LETTER

From:

Mr. ENRIC ASUNCIÓN, of legal age, Spanish national, with address for these purposes at [***] , Spain, and holder of Spanish National Identity Document number [**] (the "Shareholder").

To:

WALLBOX, N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its registered office (statutaire zetel) in Amsterdam, the Netherlands, with address at Carrer del Foc 68, 08038 Barcelona, Spain, and Spanish tax identification number (NIF) N0098134J (the "Parent"); and

WALL BOX CHARGERS, S.L.U., a company duly incorporated under the laws of the Kingdom of Spain, registered with the Commercial Registry of Madrid under Sheet M-653256, Volume 36360, Page 189, with its registered address at Paseo de la Castellana 98, 28002, Madrid, Spain, and Spanish tax identification number (NIF) B66542903 (the "Company" and, together with the Shareholder and the Parent, the "Parties").

Cc:

PALMER AGENCY SERVICES (SPAIN), S.L.U., a Spanish company with registered address at Calle Castelló, 59, Bajo, 28001 Madrid, duly registered with the Commercial Registry of Madrid, and Spanish tax identification number (NIF) B56936644 (the "Global Agent").

April 8, 2026

Dear Sirs:

I refer to the recapitalization and global restructuring of the financial debt of the Wallbox group (the "Restructuring") and to the Spanish law restructuring plan pursuant to which the Restructuring is being implemented (the "Restructuring Plan"), signed on or around the date of this letter (the "Letter") by, among others, the Company, a group of financial institutions including Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., CaixaBank, S.A., EBN Banco de Negocios, S.A., Instituto de Crédito Oficial, E.P.E., Institut Català de Finances, Mora Banc Grup, S.A., Compañía Española de Financiación del Desarrollo Cofides, S.A., S.M.E., acting in its own name and on behalf of the Fondo para inversiones en el exterior, F.C.P.J. (FIEX) (the "Financial Institutions"), and the Global Agent, in its capacity as agent of the Restructuring, and which is expected to be judicially approved (homologado) pursuant to Title III of Book Two of the Spanish Insolvency Law.

In the context of the Restructuring, certain corporate resolutions are expected to be approved at the 2026 annual general meeting of shareholders of the Parent, including, among others, certain of those listed in Clause 3 of this Letter.

In furtherance of the successful completion of the Restructuring and in the Shareholder's capacity as a shareholder of the Parent, the Shareholder agrees to undertake, by means of this Letter, the lock-up and voting commitments set forth below.

• DEFINITIONS

In this Letter:

"Capital Increase" means the capital increase expected to be carried out in the context of the Restructuring through the issuance of class A shares of the Parent (with a par value of €2.40 each) (the "Class A Shares"), structured as one or more capital increases with exclusion of the pre-emptive subscription rights (uitsluiting van voorkeursrechten) of the shareholders of the Parent pursuant to Sections 2:96 and 2:96a of the Dutch Civil Code, and one or more private placements among the Investors (PIPE).

"Restructuring Documents" has the meaning ascribed to such term in the Restructuring Plan.

"2026 Annual General Meeting Date" means the date on which the 2026 annual general meeting of shareholders of the Parent is held, expected to be on or around May 24, 2026.

"Lock-Up Period" means the period from the date of this Letter until the earlier of: (i) the 2026 Annual General Meeting Date; and (ii) July 31, 2026.

“Warrants” means the warrants expected to be issued on the settlement date of the Capital Increase as consideration for the Capital Increase subscription commitments assumed by certain shareholders and investors in the context of the Restructuring, and which will entitle their holders to subscribe for newly issued Class A Shares of the Parent.

• LOCK-UP COMMITMENTS

The Shareholder irrevocably undertakes that, during the Lock-Up Period, neither the Shareholder nor any person acting on the Shareholder's behalf shall, without the prior written consent of the Company and the Parent, directly or indirectly:

• offer, pledge, sell, contract to sell, sell or grant any option, right, warrant or contract to purchase, exercise any option to sell, acquire any option or contract to sell, or lend or otherwise transfer or dispose of any shares of the Parent held, directly or indirectly, by the Shareholder (including, for the avoidance of doubt, any shares of the Parent held by the Shareholder on the date of this Letter or acquired thereafter up to the 2026 Annual General Meeting Date) or other securities substantially similar to such shares, or any securities convertible into, exercisable for or exchangeable for any shares of the Parent, or file any registration statement pursuant to the Securities Act of 1933, prospectus or similar document with any other securities regulator, stock exchange or listing authority in connection with any of the foregoing;
• enter into any swap or any other contract or transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of any shares of the Parent held, directly or indirectly, by the Shareholder;
• enter into any other transaction having the same economic effects as those described in sub-clauses (i) and (ii) above, or agree to do so or announce or otherwise publicly disclose an intention to do any of the foregoing;
• regardless of whether any such swap or transaction described in sub-clauses (i), (ii) or (iii) above is to be settled by delivery of shares or of securities convertible into, exercisable for or exchangeable for shares, in cash or otherwise; or
• publicly announce an intention to carry out any of the actions set forth in sub-clauses (i) through (iv) above.

The obligations set forth in this Clause shall not apply to transfers of shares of the Parent by the Shareholder to companies of which the Shareholder is, directly or indirectly, the majority

DOCPROPERTY "Document number" \* MERGEFORMAT 3219901440

2

shareholder or partner, provided that such companies accede to this Letter, irrevocably assuming all of the Shareholder's commitments set forth herein.

• VOTING COMMITMENTS

The Shareholder irrevocably and individually undertakes, in the Shareholder's capacity as a shareholder of the Parent and, in particular, with respect to any shares of the Parent held, directly or indirectly, by the Shareholder, to vote, to the extent permitted by law, on the 2026 Annual General Meeting Date in favor of the resolutions that the board of directors proposes to the general meeting in connection with:

• the Capital Increase and the issuance of the Warrants (to the extent necessary or advisable), as well as any other resolution proposed by the board of directors that is necessary or advisable for the proper implementation of such capital increase and the issuance of the Warrants;
• the issuance by the Company of warrants convertible into ordinary shares for the purpose of capitalizing, in certain circumstances, the debt under certain of the Restructuring Documents;
• the granting of a pledge in favor of the Financial Institutions over all of the equity interests (and, in the case of the Company, once converted into a public limited company (sociedad anónima), shares) or shares representing 100% of the share capital of, among others: (a) the Company, (b) AR Electronic Solutions, S.L.U., (c) Wallbox USA Inc., and (d) ABL GmbH, held by the Parent, as well as any other security interest that may be necessary or advisable in the context of the Restructuring;
• the Restructuring and all actions necessary or advisable for its implementation;
• the conversion of the Company from a limited liability company (sociedad limitada) into a public limited company (sociedad anónima); and
• any other resolutions submitted to a vote that are advisable or necessary for the implementation of the Restructuring Plan, provided that they do not result in a loss of the statutory rights recognized in favor of the shares of the Parent held by the Shareholder.

The board of directors shall be responsible for determining the items to be placed on the agenda and for drafting the text of the corresponding proposed resolutions, and the Shareholder shall not assume any obligation in this regard.

• BINDING NATURE AND ENFORCEABILITY

This Letter constitutes a binding agreement among the Shareholder, the Company and the Parent. Any breach of the commitments set forth in this Letter shall entitle each Party to exercise all rights and remedies available to it under applicable law.

Without prejudice to the foregoing, the Parties expressly acknowledge and agree that the commitments and obligations assumed by the Shareholder, as applicable, pursuant to this Letter constitute a stipulation in favor of a third party (estipulación en favor de terceros) pursuant to Article 1,257 of the Spanish Civil Code in favor of the Global Agent and of the senior creditor entities under the intercreditor agreement entered into on or around the date of this Letter in the context of the Restructuring (the "Senior Creditor Entities"). The

DOCPROPERTY "Document number" \* MERGEFORMAT 3219901440

3

stipulation in favor of a third party shall be deemed validly accepted once the Global Agent (acting in its own name and, as applicable, on behalf of or for the account of the Senior Creditor Entities) has notified all Parties by e-mail at the addresses set forth in the signature pages of this Letter. From that moment, the commitments and obligations assumed by the Shareholder pursuant to this Letter may not be revoked, amended or terminated without the prior written consent of the Global Agent.

• CONFIDENTIALITY

The Parties undertake not to disclose to any third party the existence or terms of this Letter without the prior written consent of the other signatory Parties, except to the extent required by applicable law or regulation. Notwithstanding the foregoing, each Party may communicate and deliver a copy of this Letter to its financing entities, directors, employees, advisors or representatives (and those of its subsidiaries), provided that such persons maintain strict confidentiality. In addition, the Parent and/or the Company may disclose or make public the existence and terms of the obligations assumed by the Shareholder under this Letter in public communications relating to the Restructuring and in any registration statements, offering documents and marketing materials prepared in connection with any capital increases carried out in the context of the Restructuring.

• GOVERNING LAW

This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Spanish law (derecho común español).

• JURISDICTION

With express waiver of any other jurisdiction to which they might be entitled, the Parties irrevocably submit to the exclusive jurisdiction of the courts of the city of Barcelona for the resolution of any dispute that may arise in connection with the interpretation, performance, termination and enforcement of this Letter.

DOCPROPERTY "Document number" \* MERGEFORMAT 3219901440

4

Mr. Enric Asunción

By: ___________________________

Notices address: [***]

[Hoja de Firma – Carta de Lock-up]

Having received this Letter, we hereby accept and agree to its terms:

WALLBOX, N.V.

By: ___________________________ Name: [**] Title: Attorney-in-Fact

Notices address: [**]

[Hoja de Firma (Recibida y Conforme) – Carta de compromisos de lock-up y de voto]

WALL BOX CHARGERS, S.L.U.

By: ___________________________ Name: [**] Title: Attorney-in-Fact

Notices address: [**]

[Hoja de Firma (Recibida y Conforme) – Carta de compromisos de lock-up y de voto]

EX-8.1

Exhibit 8.1

Subsidiaries of Wallbox N.V.

Legal Name	Jurisdiction of Incorporation
Wall Box Chargers, S.L.U.	Spain
Kensington Capital Acquisition Corp. II	Delaware
Wallbox UK Limited	United Kingdom
SAS Wallbox France	France
WBC Wallbox Chargers Deutschland GmbH	Germany
Wallbox Italy, S.R.L.	Italy
Wallbox Netherlands B.V.	Netherlands
Wallbox USA Inc.	Delaware
Wallbox Shanghai Ltd.	China
Wallbox AS (Intelligent Solution AS)	Norway
Wallbox ApS	Denmark
Wallbox AB (Intelligent Solution Sweden AB)	Sweden
Wallbox Oy	Finland
Electromaps, S.L.U.	Spain
Coil, Inc.	California
AR Electronics Solutions, S.L.U.	Spain
Wallbox Australia PTY, Ltd	Australia
WBX Chargers Portugal, Unipessoal Lda	Portugal
Wallbox Belgium BV	Belgium
ABL Gmbh	Germany
ABL Morocco S.A.	Morocco
ABL Nederland B.V.	Netherlands
ABL (Shangai) Co. Ltd	China

EX-11.1

Exhibit 11.1

Wallbox N.V.

Insider Trading Compliance Policy

U.S. Federal laws and regulations prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws and regulations also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Wallbox N.V. (together with its subsidiaries, the "Company") requires its personnel to comply at all times with federal laws and regulations governing insider trading. Violating such laws and regulations can undermine investor trust, harm the reputation and integrity of the Company, and result in dismissal from the Company or even serious criminal and civil charges against the individual and the Company. The Company reserves the right to take disciplinary or other measure(s) it determines in its sole discretion to be appropriate in any particular situation, including disclosure of wrongdoing to governmental authorities.

Persons Covered and Administration of Poli9:

This Insider Trading Compliance Policy (this "Policy") applies to all officers, directors and employees of the Company. For purposes of this Policy, "officers" refer to those individuals who meet the definition of "officer" under Section 16 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"). Individuals subject to this Policy are responsible for ensuring that members of their household comply with this Policy. This Policy also applies to any entities controlled by individuals subject to this Policy, including any corporations, limited liability companies, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy as if they were for the individual's own account. The Company may determine that this Policy applies to additional persons with access to material nonpublic information, such as contractors or consultants. Officers, directors and employees, together with any other person designated as being subject to this Policy by the Nominating and Corporate Governance Committee or its designee (the ''NCGC"), are referred to collectively as "Covered Persons."

Questions regarding this Policy should be directed to the NCGC, who is responsible for the administration of this Policy.

Policy Statement

Unless otherwise permitted by this Policy, no Covered Person shall:

• purchase, sell, gift or otherwise transfer any security of the Company while in possession of material nonpublic information about the Company;

• purchase, sell, gift or otherwise transfer any security of any other company, while in possession of material nonpublic information about the other company obtained in connection with their employment by or service to the Company;

• directly or indirectly communicate material nonpublic information to anyone outside the Company unless in accordance with Company policy regarding confidential information; or

• directly or indirectly communicate material nonpublic information to anyone within the Company except on a need-to-lmow basis.

For this purpose:

"Securities" includes stocks, bonds, notes, debentures, options, warrants, equity and other convertible securities, as well as derivative instruments.

"Purchase" and "sale" are defined broadly under the federal securities law. "Purchase" includes not only the actual purchase of a security, but also any contract to purchase or otherwise acquire a security. "Sale" includes not only the actual sale of a security, but also any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions, conversions, the exercise of stock options or warrants, puts, calls, pledging and margin loans, or other derivative securities.

Information is considered "material" if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a security, or if the information is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company's business or to any type of security. Also, information that something is likely to happen in the future--or even just that it may happen-could be deemed material.

Examples of material information may include (but are not limited to) information about:

• corporate earnings or earnings forecasts;
• possible mergers, acquisitions, tender offers, or dispositions;
• major new products or product developments;
• important business developments, such as developments regarding strategic collaborations;
• management or control changes;
• significant financing developments, including pending public sales or offerings of debt or equity securities;
• defaults on borrowings;
• bankruptcies;
• cybersecurity or data security incidents; and
• significant litigation or regulatory actions.

Information is '':nonpublic" if it is not available to the general public. In order for information to be considered "public," it must be widely disseminated in a manner that makes it generally available to investors in a Regulation FD-compliant method, such as through a press release, a filing with the

U.S. Securities and Exchange Commission (the ''SEC") or a Regulation FD-compliant conference call. The NCGC shall have sole discretion to decide whether information is public for purposes of this Policy.

The circulation of rumors, even if accurate and reported in the media, does not constitute public dissemination. In addition, even after a public announcement, a reasonable period of time may need to lapse in order for the market to react to the information. Generally, the passage of two full trading days following release of the information to the public, is a reasonable waiting period before such information is deemed to be public.

Quarterly Blackout Periods

Directors, officers or employees of the Company (with their controlled entities and household members) must not purchase, sell, gift or otherwise transfer any security of the Company during any blackout period, except as otherwise permitted by this Policy.

The quarterly blackout period:

• begins on the 7th calendar day before the end of the last month of each fiscal quarter; and

• ends after completion of one trading day after the earnings release for that quarter.

A "trading day" is a day on which U.S. national stock exchanges are open for trading. If, for example, the Company were to release earnings on Monday prior to 9:30 a.m. Eastern Time, then the blackout period would terminate after the close of trading on Monday. If the Company were to release earnings on Monday after 9:30 a.m. Eastern Time, then the blackout period would terminate after the close of trading on Tuesday. Any question as to whether information is publicly available shall be directed to the following email: legal@wallbox.com.

Additional B1ackout Periods

From time totime, the NCGC may determine that an additional blackout period is appropriate. Persons subject to an additional blackout period must not purchase, sell, gift or otherwise transfer any security of the Company, except as otherwise permitted by this Policy, and must not disclose that an additional blackout period is in effect.

Pre-Clearance of Transactions

Any person designated in Exhibit I of this Policy, which may be amended form time to time by the NCGC, (each, a "Pre-Clearance Person") (with their controlled entities and household members) must pre-clear each transaction in any security of the Company.

A request for pre-clearance must be in writing, should be made at least ten business days in advance of the proposed transaction, and should include the identity of the Pre-Clearance Person, a description of the proposed transaction, the proposed date of the transaction, and the number of shares or other securities involved. In addition, the Pre-Clearance Person must execute a certification that he or she is not aware of material nonpublic information about the Company. The NCGC shall have sole discretion to decide whether to clear any contemplated transaction for Group A Pre-Clearance Persons, as defined in Exhibit I. The Board of Directors shall have sole discretion to decide whether to clear any contemplated transaction for any member of the NCGC. The Chief Financial Officer shall have sole discretion to decide whether to clear any contemplated transaction for Group B Pre-Clearance Persons, as defined in Exhibit I. Pre-clearance approval will remain valid for five business days for transactions without a proposed transaction date. Notwithstanding receipt of pre-clearance, if the Pre� Clearance Person becomes aware of material nonpublic information, or becomes subject to a blackout period before the transaction is effected, the transaction may not be completed.

The term "business day'' means any day on which the New York Stock Exchange is open for business, other than any such day on which banks, transfer agencies and depositories for securities in New York State are closed.

Pre-clearance should not be understood to represent legal advice by the company that a proposed transaction complies with the law. None of the Company, the NCGC, the Chief Financial Officer, or the Company's other employees will have any liability for any delay in reviewing, or refusal of, a request for pre-clearance.

Exempt Transactions

This Policy, except for provisions set forth in the Prohibited Transactions section below, does not apply to:

• transactions directly with the Company;

• gift transactions for family or estate planning purposes, where securities are gifted to a person or entity subject to this Policy, except that gift transactions involving Company securities are subject to pre-clearance;

• transactions relating to equity incentive awards without any open-market sale of securities (e.g., cash exercises of stock options or the "net settlement" of restricted stock units but not broker-assisted cashless exercises or open-market sales to cover taxes upon the vesting of restricted stock units);

• where the Company offers its securities under an employee stock purchase plan, the purchase of such securities through such employee stock purchase plan; however, the sale of any such securities and changing instructions regarding the level of withholding contributions which are used to purchase such securities is not an exempt transaction;

• "sell-to-cover'' transactions pursuant to a non-discretionary policy adopted by the Company that is intended to facilitate the payment of withholding taxes associated with vesting of equity awards (other than stock options);

• transactions under a pre-cleared Rule 10b5-l plan;

• transactions under a pre-cleared non-Rule I0b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K); or

• any transaction that was pre-cleared by the NCGC or its designee or, in the case of directors members of the NCGC, the Board o fDirectors and, in the case of the Group B Pre-Clearance Persons, as defined in Exhibit I, the Chief Financial Officer.

Rule 10b5-1 Trading Plans

The restrictions in this Policy, except for provisions set forth in the Prohibited Transactions section below, do not apply to transactions under a trading plan (a "Trading Plan") that satisfies either:

• the conditions of Rule 10b5-l; or

• the elements of a non-Rule 10b5- I trading arrangement as defined in Item 408(c) of Regulation S-K; and

• the NCGC, Chief Financial Officer or Board of Directors has pre-approved in the terms hereof.

The NCGC may impose such other conditions on the implementation and operation of a Trading Plan as the NCGC deems necessary or advisable.

An individual may only modify a Trading Plan outside of a blackout period and, in any event, when the individual does not possess material nonpublic information. Modifications to and early terminations of a Trading Plan are subject to pre-approval by the NCGC.

The Company also reserves the right from time to time to suspend, discontinue, or otherwise prohibit transactions under a Trading Plan if the NCGC or the Board of Directors, in its discretion,

determines that such suspension, discontinuation, or other prohibition is in the best interests of the Company.

Compliance of a Trading Plan with the terms of Rule 10b5-l and the execution of transactions pursuant to the Trading Plan are the sole responsibility of the person initiating the Trading Plan, and none of the Company, the NCGC, Chief Financial Officer, or the Company's other employees assumes any liability for any delay in reviewing and/or refusing to approve a Trading Plan submitted for approval, nor the legality or consequences relating to a person entering into, informing the Company of, or trading under, a Trading Plan.

Prohibited Transactions

The Company has determined that there is a heightened legal risk and the appearance of improper or inappropriate conduct if persons subject to this Policy engage in certain types of transactions. Therefore, Covered Persons shall comply with the following policies with respect to certain transactions in the Company's securities.

Short Sales

Short sales generally involve selling securities that the seller does not currently own, typically with the intention of buying them back at a lower price in the future. Short sales of the Company's securities, or sales of shares that the Covered Person does not own at the time of sale, or sales of shares against which the insider does not deliver the shares within 20 days after the sale, are prohibited by this Policy.

Publicly-traded Options

Publicly traded options are transaction in puts, calls, or other derivative securities involving the Company's equity securities, on an exchange, on an over-the-counter market, or in any other organized market. Transactions in publicly-traded options are prohibited by this Policy.

Hedging Transactions

Hedging transactions involving the Company's securities are designed to hedge or offset, any decrease in the market value of the Company's equity securities. Hedging transactions may be in the form of, for example, prepaid variable forward contracts, equity swaps, collars and exchange funds, or other transactions that hedge or offset or are designed to hedge or offset any decrease in the market value of the Company's securities. Hedging transactions are prohibited by this Policy.

Margin Accounts and Pledging

Margin accounts allow investors to borrow funds from a broker to purchase securities, with the securities themselves serving as collateral for the loan. Pledging involves using securities as collateral for a loan. Covered Persons are prohibited from pledging Company securities as collateral for a loan, purchasing Company securities on margin (i.e., borrowing money to purchase the securities), or placing Company securities in a margin account.

This prohibition does not apply to cashless exercises of stock options under the Company's equity plans, nor to situations approved in advance by the NCGC or Board of Directors.

Partnership Distributions

Nothing in this Policy is intended to limit the ability of an investment fund, venture capital partnership or other similar entity with which a director is affiliated to distribute Company securities to its partners, members, or other similar persons. It is the responsibility of each affected director and

the affiliated entity, in consultation with their own counsel (as appropriate), to determine the timing of any distributions, based on all relevant facts and circumstances, and applicable securities laws.

Post-Termination Transactions

If an individual is in possession of material nonpublic information when the individual's service terminates, the restrictions set forth in ''Policy Statement" above continue to apply until that information has become public or is no longer material.

Policy Administration

The NCGC has authority to interpret, amend, and implement this Policy. This authority includes interpreting or waiving the terms of this Policy, to the extent consistent with its general purpose and applicable securities Laws. The Board of Directors will administer this Policy as it applies to any trading activity by the members of the NCGC. The Board will approve any waiver of the terms of this Policy for directors or officers.

Certification of Compliance

All Covered Persons may be asked periodically to certify their compliance with the terms and provisions of this Policy.

Effective Date: October16, 2025

Exhibit!

Pre-Clearance Persons

Group A

The Pre-Clearance Persons identified under this section shall be designated as 'Group A' persons and shall include the following:

Directors (board members), excluding members of the NCGC Officers, and

Management team members as detailed in the investors

(https://investors.wallbox.com/management-team) from time to time.

web page

GroupB

The Pre-Clearance Persons identified under this section shall be designated as 'Group B' persons and shall include the following:

-VP;

Employee directors and senior directors; and

Employees working in the following departments: (i) legal department; (ii) finance/controlling;

(iii) corporate development; (iv) investor relations; and (iv) subsidies.

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Enric Asunción Escorsa, Chief Executive Officer, certify that:

• I have reviewed this Annual Report on Form 20-F of Wallbox N.V. for the fiscal year ended December 31, 2025;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
• The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting; or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
• The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 9, 2026

By: /s/ Enric Asunción Escorsa

Enric Asunción Escorsa

Chief Executive Officer

(Principal Executive Officer)

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Isabel López Trujillo, Chief Financial Officer, certify that:

• I have reviewed this Annual Report on Form 20-F of Wallbox N.V. for the fiscal year ended December 31, 2025;
• Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
• Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
• The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
• Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
• Designed such internal control over financial reporting; or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
• Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
• Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
• The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
• All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
• Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 9, 2026

By: /s/ Isabel López Trujillo

Isabel López Trujillo

Chief Financial Officer

(Principal Financial Officer)

EX-13.1

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of Wallbox N.V. (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 9, 2026

By: /s/ Enric Asuncion Escorsa

Enric Asunción Escorsa

Chief Executive Officer

(Principal Executive Officer)

EX-13.2

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of Wallbox N.V. (the “Company”) for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

• The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 9, 2026

By: /s/ Isabel López Trujillo

Isabel López Trujillo

Chief Financial Officer

(Principal Financial Officer)

EX-15.1

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

Wallbox N.V.

Barcelona, Spain

We consent to the incorporation by reference in the following Registration Statements:

• Form S-8 (No. 333-263795)
• Forms F-3 (No. 333-268347, No. 333-268792, No.333-271116, No.333-273323, No. 333-276491 and No.333- 281952)

of our report dated April 9, 2026 with respect to the consolidated financial statements of Wallbox N.V. included in this Annual Report (Form 20-F) of Wallbox N.V. for the year ended December 31, 2025.

Ernst & Young, S.L.

Barcelona,

April 9, 2026

EX-97.1

Exhibit 97.1

ANNEX I

WALLBOX N.V. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED

COMPENSATION

Wallbox N.V. (the "Company") has adopted this policy for recovery of erroneously awarded compensation (the "Policy"), effective as of October 2, 2023 (the "Effective Date"). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.

• Persons Subject to Policy

This Policy shall apply to current and former Officers of the Company. Each Officer shall be required to sign an acknowledgment pursuant to which such Officer will agree to be bound by the terms of, and comply with, this Policy; however, any-Officer's failure to sign any such acknowledgment shall not negate the application of this Policy to the Officer.

• Compensation Subject to Policy

This Policy shall apply to lncentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is "received" shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is "received" in the Company's fiscal period during Which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant; vesting or payment of the Incentive-Based Compensation occurs after the end of that period.

• Recovery of Compensation

In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any lncentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded·compensation under this Policy will not give rise to any person's right to voluntarily terminate employment for "good reason," or due to a "constructive termination" (or any similar term of like effect) under any plan; program or policy of or agreement with the Company or any of its affiliates.

• Manner of Recovery; Limitation on Duplicative Recovery

The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation. and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant• to Section 304 of the Sarbanes-Oxley Act. of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.

• Administration

This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the "Board') may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the "Committee" shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding ·on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, 'including any Applicable Rules.

• Interpretation

This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.

• No Indemnification, No Liability

The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person's potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.

• Application; Enforceability

Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the "Other Recovery Arrangements"). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.

• Severability

The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

• Amendment and Termination

The Board may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.

• Definitions

"Applicable Rules" means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company's securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company's securities are listed.

"Committee" means the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.

"Erroneously Awarded Compensation" means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.

"Exchange Act'' means the Securities Exchange Act of 1934, as amended.

"Financial Reporting Measure" means any measure determined and presented in accordance with the accounting principles used in preparing the Company's financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non ­GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.

"GAAP" means United States generally accepted accounting principles.

"IFRS" means international financial reporting standards as adopted by the International Accounting Standards Board.

"Impracticable" means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company's home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion .of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.

"Incentive-Based Compensation" means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the issuer has class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.

"Officer" means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Apt.

"Restatement" means an accounting restatement to correct the Company's material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

"Three-Year Period" means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The "Three-Year Period" also includes any transition period (that results from a change in the Company's fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company's previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

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