Wallbox N.V. (Form: 20-F, Received: 03/21/2024 08:56:53)

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

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

For the fiscal year ended December 31, 2023

 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, 68
Barcelona, Spain 08038

(Address of principal executive offices)

Juan Sagales
General Counsel
Telephone: +1(404) 574‑1504

investors@wallbox.com
Wallbox N.V.
Carrer del Foc, 68
Barcelona, 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 on which registered
Class A ordinary shares, nominal value €0.12 per share	WBX	New York Stock Exchange
Warrants to purchase Class A Shares	WBXWS	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, 2023, the registrant had 187,556,213 Class A Shares and 22,250,793 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	x	Non‑accelerated filer	

				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
RISK FACTOR SUMMARY		5
PART I		7
	Item 1. Identity of Directors, Senior Management and Advisers	7
	Item 2. Offer Statistics and Expected Timetable	7
	Item 3. Key Information	7
	Item 4. Information on the Company	33
	Item 4A. Unresolved Staff Comments	48
	Item 5. Operating and Financial Review and Prospects	48
	Item 6. Directors, Senior Management and Employees	66
	Item 7. Major Shareholders and Related Party Transactions	76
	Item 8. Financial Information	79
	Item 9. The Offer and Listing	80
	Item 10. Additional Information	80
	Item 11. Quantitative and Qualitative Disclosures About Market Risk	86
	Item 12. Description of Securities Other than Equity Securities	87
PART II		88
	Item 13. Defaults, Dividend Arrearages and Delinquencies	88
	Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	88
	Item 15. Controls and Procedures	88
	Item 16. [Reserved]	89
	Item 16A. Audit Committee Financial Expert	89
	Item 16B. Code of Ethics	89
	Item 16C. Principal Accountant Fees and Services	89
	Item 16D. Exemptions from the Listing Standards for Audit Committees	90
	Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	90
	Item 16F. Change in Registrant’s Certifying Accountant	90
	Item 16G. Corporate Governance	90
	Item 16H. Mine Safety Disclosure	91
	Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	91
	Item 16J. Insider Trading Policies	91
	Item 16K. Cybersecurity	91
PART III		93
	Item 17. Financial Statements	93
	Item 18. Financial Statements	93
	Item 19. Exhibits	93
SIGNATURES		95
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:

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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;

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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

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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 €0.12 per share, of Wallbox.

“Class B Shares” means the ordinary shares B, nominal value €1.20 per share, of Wallbox.

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

“COVID‑19” means the coronavirus known as SARS‑CoV‑2 or COVID‑19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

“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 and Class B 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:

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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;

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for planning purposes, including the preparation of our internal annual operating budget and financial projections;

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to evaluate the performance and effectiveness of our strategic initiatives; and

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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:

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such measures do not reflect revenue related to fulfilment, which is necessary to the operation of our business;

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such measures do not reflect our expenditures, or future requirements for capital expenditures or contractual commitments;

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such measures do not reflect changes in our working capital needs;

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such measures do not reflect our share based payments, income tax benefit/(expense) or the amounts necessary to pay our taxes;

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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

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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 loss for the year before income tax credit, financial income, financial expenses, amortization and depreciation.

“Adjusted EBITDA” is defined as loss for the year before depreciation and amortization, income tax credits, financial income and financial expense further adjusted to take account of 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, change in fair value of convertible bonds and derivative warrants, share listing expenses, foreign exchange gains/(losses), share based payment expenses, transaction costs related to the Business Combination, 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 future operating results and financial position, 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. And 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.

RISK FACTOR SUMMARY

Our business is subject to numerous risks and uncertainties, including those described in Item 3, “Key Information—D. Risk Factors” included elsewhere in this Annual Report. You should carefully consider these risks and uncertainties when investing in our ordinary shares. Principal risks and uncertainties affecting our business include the following.

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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.

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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.

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

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

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

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

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

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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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Our results of operations may fluctuate.

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

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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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

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Our management team has limited experience managing a public company.

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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.

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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.

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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.

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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.

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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.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

[Reserved]

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

Risk Factors

An investment in our Class A Shares involves risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report, including our audited consolidated financial statements and related notes included elsewhere in this Annual Report, before deciding to invest in our Class A Shares. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price of our Class A Shares could decline due to any of these risks, and you could lose all or part of your investment.

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 €112.1 million and €62.8 million for the years ended December 31, 2023 and 2022, 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, 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.

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 was seen with the reduced EV demand in 2023, 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:

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perceptions about EV features, quality, driver experience, safety, performance and cost;

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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;

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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;

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increases in fuel efficiency in legacy ICE and hybrid vehicles;

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volatility in the price of gasoline and diesel at the pump;

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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;

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concerns regarding the stability of the electrical grid;

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the decline of an EV battery’s ability to hold a charge over time;

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availability of service for EVs;

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consumers’ perception about the convenience, speed, and cost of EV charging;

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government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

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relaxation of government mandates or quotas regarding the sale of EVs;

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the number, price and variety of EV models available for purchase;

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inflationary pressures on the cost of EVs and the cost of financing EV purchases; and

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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 provide 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 these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations, and these incentives may change in the future. In the United States, for example, with the passage of the Inflation Reduction Act, the Biden administration has committed over $369 billion towards climate investments, representing the largest single investment in this area in the country’s history. The package includes both consumer and corporate incentives and loans with the aims of reducing emissions by 40% by 2030. However, 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. 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 implemented by the Biden Administration that favor 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, the political nature of certain of these policies and programs means that 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. Specifically, the 2024 U.S. presidential election could create uncertainty or unfavorable conditions with respect to legal, tax, and regulatory regimes in which the Company operates.

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, particularly in response to the COVID-19 pandemic, 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 could adversely impact our ability to obtain financing in the future on terms acceptable to us, or at all. In addition, geopolitical instability (such as the ongoing conflict between Russia and Ukraine and the ongoing conflict in the Middle East involving Israel and Hamas) and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the U.S. and global financial markets. 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 growth effectively, our business, operating results and financial condition could be adversely affected.

We have experienced rapid growth in recent periods, and historical growth rates may not be sustainable or indicative of future growth. Furthermore, the expected continued growth and expansion of our business may place a significant strain on management, business operations, financial condition and infrastructure and corporate culture, and we may not successfully anticipate our business and personnel needs. For example, in January 2023, we took cost‑saving initiatives to better align our cost structure with the current demand environment. These cost-saving initiatives will continue throughout 2024. 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 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. Especially due to the strong government incentives currently in place, EV sales are expected to continue 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. 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 and 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.

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. Our distributor, reseller, and installer customers, which accounted for approximately 67% of our sales for the year ended December 31, 2023, place orders with on an ad hoc basis and direct sales made directly through our website or via Amazon accounted for approximately 8.2% of our sales for the year ended December 31, 2023. 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 also have in the past experienced customer concentration, with Iberdrola representing 6.0% of our revenues for the year ended December 31, 2021, 3.0% for the year ended December 31, 2022 and 4.9% for the year ended December 31, 2023. The loss of a key customer, including but not limited to Iberdrola, could have a material impact on our business.

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 €10.4 million, €23.9 million and €7.3 million in marketing expenses in each of the years ended December 31, 2023, 2022 and 2021, respectively, and 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 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, 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.

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 such as the COVID-19 pandemic, 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.

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 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.

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 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 chargers funded by 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:

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challenges caused by distance, language and cultural differences;

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longer payment cycles in some countries;

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credit risk and higher levels of payment fraud;

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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;

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compliance with changing energy, electrical, and power regulations;

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compliance with new or changed climate, sustainability or other similar foreign regulations;

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unique or different market dynamics or business practices;

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currency exchange rate fluctuations;

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foreign exchange controls;

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political and economic instability;

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export restrictions;

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potentially adverse tax consequences; and

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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.

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. The CSRD provides extensive sustainability reporting obligations and will apply to the Company as of financial year 2025. In addition, the European legislator is currently considering a proposal for a corporate sustainability due diligence directive, which, if passed, would introduce, inter alia, additional environmental and human rights due diligence requirements in respect of our business operations and value chain.

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.

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.

We have outstanding long‑term indebtedness and the ability to incur more debt. As of December 31, 2023, our total non‑current loans and borrowings was €80.9 million, including €8.8 million outstanding under our loan agreement with Banco Santander, S.A. from April 2021 (as described below) to be paid in more than twelve months, €18.1 million outstanding under the BBVA Facility Agreement (as defined below) for a term loan commitment, €15.4 million under the loan agreement with Banco Santander, S.A. from December 2022 (as described below) and €35 million under the October 2023 Facility Agreements (as defined below). 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.”

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.

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. 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.

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:

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the timing and volume of new sales;

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fluctuations in costs;

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the timing of new product rollouts;

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weaker than anticipated demand for charging products and stations, whether due to changes in government incentives and policies or due to other conditions;

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fluctuations in sales and marketing, business development or research and development expenses;

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supply chain interruptions and manufacturing or delivery delays;

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the timing and availability of new products relative to customers’ and investors’ expectations;

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the impact of health pandemics on our workforce, or those of our customers, suppliers, vendors or business partners;

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disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel;

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unanticipated changes in federal, state, local, or foreign government incentive programs, which can affect demand for EVs;

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seasonal fluctuations in EV purchases;

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fluctuations in currency exchange rates;

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difficulties in developing effective marketing campaigns in unfamiliar international markets;

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political, social, and economic instability, including the ongoing war between Russia and Ukraine, potential conflict between China and Taiwan, terrorist attacks, and security concerns in general; and

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credit market crises or other adverse market conditions or macroeconomic factors.

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 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.

The ongoing military action between Russia and Ukraine has in the past and could in the future adversely affect our business, financial condition and results of operations.

On February 24, 2022, Russian military forces launched a military action in Ukraine. Prior to this time, for the year ended December 31, 2021, we had aggregate net sales of €58.9 thousand in Ukraine and Russia. As a result of the conflict, beginning in February 2022, we stopped marketing our products in Russia, and do not intend to pursue new opportunities with customers in that country. Although the length, impact and outcome of the ongoing military conflict is still unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

Additionally, as result of the conflict in Ukraine, governmental authorities in the United States, the European Union and the United Kingdom, among others, launched an expansion of coordinated sanctions and export control measures in the region. Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations. Our operations could be particularly vulnerable to potential interruptions in the supply of certain critical materials, such as nickel, palladium, semiconductors, and wire harnesses, which are used in assembly of automobiles and/or the assembly of our chargers. Any interruption to the delivery or the availability of these materials could significantly impact our ability to conduct our operations.

We are actively monitoring the situation in Ukraine and assessing its impact on our business, including our business partners and customers. To date we have not experienced any material interruptions in our infrastructure, supplies, technology systems or networks needed to support our operations. We have no way to predict the progress or outcome of the conflict, as the conflict, and any resulting government reactions, are developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any of the abovementioned factors could affect our business, financial condition and results of operations.

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 is currently undergoing a period of high inflationary pressures, which may continue for the foreseeable future. The hostilities in Ukraine or the Middle East may accelerate these inflationary pressures and have resulted in substantial increases in fuel costs worldwide. The extent and duration of such increases cannot be predicted at this time. We have in the past been affected and may continue be adversely impacted by such inflation, which has resulted in increased costs of our supplies, materials and labor. In addition, 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.

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. As of December 31, 2023, we have one (1) granted design patent in the U.S.A. and we have filed two (2) international patents which are currently in national phase before the relevant authorities. 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:

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the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights;

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the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable;

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current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software;

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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

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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 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.

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:

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expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

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loss of existing or potential customers or partners;

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interruptions or delays in sales;

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equipment replacements;

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delayed or lost revenue;

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delay or failure to attain market acceptance;

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delay in the development or release of new functionality or improvements;

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negative publicity and reputational harm;

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warranties, sales credits or refunds;

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exposure of confidential or proprietary information;

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diversion of development and customer service resources;

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breach of warranty claims;

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legal claims under applicable laws, rules and regulations; and

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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.

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.

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 State Attorney General has begun enforcement actions. Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”). 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, including, for example, 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 myWallbox 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.

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 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.

There is a risk that our internal control over financial reporting may not be effective as required by Section 404. 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.

As previously reported, in connection with the audits of our consolidated financial statements for each of the years ended December 31, 2021 and 2022, our management and independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. The material weaknesses related to: (i) lack of sufficient personnel in the finance team with an appropriate level of knowledge and experience in the application of International Financial Reporting Standards (IFRS) in relation to complex accounting transactions, such as accounting for business combinations, warrants and also in the application of other IFRS matters such as goodwill impairment testing, (ii) 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 (iii) 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. To address these material weaknesses, we have made and continue to make a number of changes to our program 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. We have also enlisted the help of external advisors to provide assistance in the areas of internal controls and IFRS accounting in the short term, and are evaluating the longer‑term resource needs of our accounting staff, including IFRS expertise. 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.

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.

It is possible that our internal control over financial reporting is not effective because it cannot 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 in the second annual report filed with the SEC. 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 may have to disclose in periodic reports we file with the SEC significant deficiencies or 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.

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, including the Russia/Ukraine conflict and the ongoing COVID‑19 pandemic or other 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 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 our certain 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 55% 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 yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our Company, could deprive our shareholders of an opportunity to receive a premium for their capital stock as part of a sale of our Company, and might ultimately affect the market price of shares of Class A Shares.

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, 2024. 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.

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 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:

(a)

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

(b)

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:

(a)

the expiration of 250 days from:

(i)

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;

(ii)

in case of Shareholders using their right to request a General Meeting, the day when they obtain court authorization to do so; or

(iii)

in case of a public offer as described above being made without agreement having been reached with on such offer, the first following day;

(b)

the day after a public offer without agreement having been reached with us on such offer, having been declared unconditional; or

(c)

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:

(a)

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;

(b)

the Board cannot reasonably believe that a continuation of the cooling‑off period would contribute to careful policy‑making;

(c)

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 all 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 our 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

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 and warrants on NYSE under the symbol “WBX” and “WBX.WS” respectively.

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.

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. In our pursuit to accomplish this vision, the Company has acquired five private businesses to date:

(1)

Intelligent Solutions (Acquired in February 2020): We believe Intelligent Solutions is one of the largest distributors of intelligent charging solutions in Northern Europe, with an extensive partner network of car dealers, installers, and utility companies in Norway, Sweden, Finland, and Denmark. Headquartered in Stavanger, Norway, Intelligent Solutions offers a variety of services from hardware to installation service and technical support. We believe this acquisition was a key component in our strategy to expand our business in Northern Europe. On August 13, 2021, we exercised our option to acquire the remaining 33.334% interest in Wallbox AS, which was formerly called Intelligent Solutions AS.

(2)

Electromaps (Acquired in September 2020): We believe Electromaps is a leading digital platform for accessing free and paid for electric charging points in southern Europe. The app provides its 390,000+ registered users access to the charging points and ability to make payments directly from their mobile phone, unifying the entire charging infrastructure and improving the electric vehicle driving experience. Through this acquisition, we took our first step into the public electric charging space and plan to continue to foster innovation on the Electromaps platform. On July 27, 2022, we exercised our option to acquire the remaining 49% of share capital of Electromaps.

(3)

ARES (Acquired in July 2022): ARES is an innovative provider of printed circuit boards and through its acquisition, we expanded our design and manufacturing capabilities and believe this acquisition will improve our innovation cycle time and strengthen our supply chain resilience.

(4)

COIL (Acquired in August 2022): COIL is a leading EV charging installer serving the U.S. market, enabling in‑house installation and maintenance solutions for commercial, public and residential charging applications, expanding our addressable market into a large and growing segment.

(5)

Albert Buettner GmbH (“ABL”) business (acquired in November 2023): ABL business was a pioneer in EV charging solutions in Germany, the largest EV market in Europe.

Our smart charging product portfolio includes Level 2 alternating current (“AC”) chargers (“Pulsar Plus,” Pulsar Max “Commander 2” and “Copper SB”) for home and business applications, and direct current (“DC”) fast chargers (“Supernova” and “Hypernova”) 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 “myWallbox” 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, 2023, we had offices across four continents and sold over 588,000 chargers across 118 countries. Our products are currently manufactured in Spain and the U.S. We remain committed to increasing our worldwide presence and believe the EV market will continue to grow as more countries commit government funds towards climate investments with the aim of reducing CO2 emissions. We believe these regulatory support packages, including the National Electric Vehicle Infrastructure (NEVI) program and Inflation Reduction Act programs in the United States and the European Green Deal will accelerate EV adoption significantly.

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, myWallbox, 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 EV’s 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 and American branded cars, 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 180 kW. Supernova offers an internal design, with six independent power modules, makes it reliable, light and easy to install and service by integrating multiple elements of our bidirectional charger Quasar, including our innovative power electronics modules.

Expanding its 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 that allows it to fully charge an electric car in the time it takes to make a rest stop and make it substantially faster than most other ultrafast chargers on the market. It also employs advanced software to allow it to optimize available power and adapt to the number of EVs connected, making it an attactive option for public charging along highways and national road networks.

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 its 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.

Most recently, in October 2023, we announced the acquisition of ABL, a recognized company in EV charging solutions in Germany, the largest EV market in Europe with more than two million EVs on the road. Wallbox and ABL have a combined number of over one million EV chargers installed worldwide. This transaction is aimed to accelerate 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.”

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 eight 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 myWallbox 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 myWallbox 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 and Pulsar Pro: AC smart chargers for individual homes or shared spaces with a charging capacity of up to 22 kW. Its key characteristics include Wi-Fi and Bluetooth connectivity, the smart features available on the myWallbox app, and compatibility with OCPP communication protocols.

•

Commander 2: AC smart charger for fleets and businesses with a 7-inch touchscreen display that provides a personalised and secure user interface for multiple users. It has up to 22 kW of charging capacity and allows user access through the use of password protection, RFID cards or the myWallbox app. We also have its entry version Commander 2s without touchscreen, which includes 4G, WiFi, Ethernet and Bluetooth connectivity, and all the smart features available on the myWallbox app, and compatibility with OCPP communication protocols.

•

Copper SB: AC smart charger for fleets and businesses with an integrated socket that makes it compatible with both type 1 and type 2 charging cables, allowing it to charge any EV in the market. Copper SB has a charging capacity of up to 22 kW and allows

user access through the use of RFID cards or the myWallbox app. Its key characteristics include 4G, Wi-Fi, Ethernet and Bluetooth connectivity, the smart features available on the myWallbox app, and compatibility with OCPP communication protocols.

•

Quasar 2: DC bi-directional charger for home-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 12,8 kW and a CCS charging cable. Its key characteristics include 4G, Wi-Fi, Ethernet and Bluetooth connectivity, and the smart features available on the myWallbox app. In 2022, we introduced Quasar 2, our newest bi-directional DC charger specifically intended for the US and European markets and compliant with CCS standards.

•

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 myWallbox 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 myWallbox 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 myWallbox 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 myWallbox app

Manage multiple users and chargers using the myWallbox portal

Accessing an integrated payment system to manage charging fees

Accessing 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

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.

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Public EV Charging Hardware

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Supernova: DC fast charger equipment designed for public use provides 60 to 180 kW of charging capacity, providing drivers more than 100 miles of range in 10 min. Offering a charging experience in the segment for up to half the total cost of ownership of its competitors, 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. Equipped with CCS 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.

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Hypernova: Hypernova delivers up to 400 kW that allows it to fully charge an electric car in under 15 minutes, or the approximate time it takes to make a rest stop. It also employs advanced software that allows it to optimize available power and adapt to the number of EVs connected, making it ideal for public charging along highways and transcontinental road networks. Hypernova’s integrated cable management system provides for easy handling and stores the cables inside the dispenser unit, maximizing durability and helping to protect and keep the installation clean. It also offers several authentication and payment options, including RFID, screen QR Code and credit card reader accepted worldwide.


	Supernova	Hypernova

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EV Charging Software

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Electromaps: Hardware-agnostic e-mobility service provider (eMSP) and charger management software with more than 800,000 users which are connected to more than 500,000 as of December 31, 2023 charge points worldwide 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.

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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.

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Building Energy Management Software

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Sirius is an energy management solution that is designed to seamlessly integrate 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.

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Sirius is designed for creating savings and reducing the carbon emissions impact from our Headquarters in Barcelona. During 2023, 330.516 MWh of the building’s consumption was renewable energy produced by our 425 kW solar installation, composed by 937 panels. Sirius managed to use most of the excess solar energy produced due to Quasar, our bidirectional chargers that allow Sirius to store energy on our fleet of 23 Nissan LEAF cars (1,426 kWh of storage), and the 560 kWh stationary battery available on-site. Because Sirius’ intelligence is designed to select the best time to charge from the grid (i.e. when less expensive) or when to use stored solar energy, the system saves approximately +40% of the annual energy bill.

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Upgrades & Accessories

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

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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.

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EV charging cables: Cables with Type 2 to Type 2 and Type 2 to Type 1 connectors, available in lengths of 5m and 7m, ensure compatibility with every electric vehicle.

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Pedestals: Standard, Onyx and Eiffel pedestals are free standing mounting solutions that provide an alternative solution to hanging chargers on the wall.

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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, Commander range, Copper SB and Quasar.

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Services

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

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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 3rd party marketplaces like Amazon. We charge a percentage of the total installation cost to the installer for providing any business opportunity.

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Charging network management: Our Charge Point Operators manage the provided charging networks, making sure every charger is operative and providing support and assistance on any charging related doubt or potential issue.

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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 Barcelona factory, 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 through our acquisition of ABL assets, one facility in Lauf an der Pegnitz (Nürnberg,Germany) 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 maintained 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, in the year ended December 31, 2023, approximately 24.8% of our revenues come from automotive manufacturers and utility companies, such as Nissan, Hyundai, and Mercedes, and Iberdrola, Electricity Generating Authority of Thailand (“EGAT”), Électricité de France (EDF), and Ente Nazionale Idrocarburi (ENI). We have a longstanding partnership with Iberdrola, a large multinational electric utility and our largest institutional investor. In July 2020, Iberdrola entered into a non‑binding letter of intent with us expressing its interest in purchasing 6,500 Supernova chargers through 2022. During 2022, Iberdrola expressed an interest in increasing their order from 6,500 Supernovas to 10,000 public chargers, adding our ultra‑fast powered charger Hypernova. For additional information, please refer to Item 7, “Major Shareholders and Related Party Transactions-–Related Party Transactions.” We intend to leverage our partnership with Iberdrola to assist with global expansion and accelerate the market entrance of our Supernova product.

Roughly 67% of our sales during the year ended December 31, 2023 were due to distributors, resellers, and installers such as Uber, Sunpower, MediaMarkt, Ingram Micro, Crowd Charge, City Electric Supply, and Saltoki. The remaining 8.8% of sales during 2023 were from direct sales, split almost evenly between sales to enterprises and e‑commerce sales made directly through our website or via Amazon, where we achieved the distinction of number one bestseller and “Amazon’s Choice” in the US for our category, just three months after launch in 2022.

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 starting in the first quarter of 2022 sold our first units of Supernova for public charging.

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 maintained 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:

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Own channels ‑ Customers can purchase the charger and installation as a bundle with delivery within 48 hours. Customers can also pay in installments.

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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 118 countries as of December 31, 2023 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:

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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, having signed non‑binding letters of intent to collaborate with some of the world’s biggest utility companies such as Iberdrola, EGAT, COPEC, NKM, ENI and JET Charge.

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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 rapidly, following leading European markets such as Norway and the Netherlands. Even though there are many local parties with a solution for public charging, 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. Especially due to the strong government incentives currently in place, EV sales are expected to increase rapidly. 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 and Supernova chargers to the North American market.

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 market leader in public charging in terms of the number of public charge points installed. 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, and capabilities. With our innovative, advanced, smart, and seamlessly connected EV charging solution technology with easy‑to‑use functionalities and embedded software, we has 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 the 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 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 Genereac 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 EV markets and slower growth in 2023 compared to 2022, the growth of the EV market remained solid with 31% year-over-year in 2023 according to Rho Motion. We believe that the EV charging market continues to be a large opportunity with more than 130 million chargers to be sold between 2024 and 2030. This total is dominated by home chargers, with more than 90 million chargers expected to be sold in the same time period and accounting for 71% of the total chargers sales. In addition to these, it is projected that there will be 11 million public chargers, 21 million work place chargers and 6 million depot chargers to be sold during this period. Over $500 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, 2023, through myWallbox and Electromaps, we have managed over 61 million charging sessions and over 938 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

Other than during 2023, we historically achieved over 100% revenue growth rates year-over-year, which we attribute to our scalable business model and our having successfully implemented our sales strategy into new geographies. 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 118 countries as of December 31, 2023. 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 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, 2023, we had a team of over 1,458 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.

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 118 countries (as of December 31, 2023) 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 (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, 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, 2023, we have one (1) granted design patent in the U.S.A. and we have two (2) pending international patent applications in the national phase. 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 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. 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.

Organizational Structure

Please refer to Note 28, “Details of the 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.

Property, Plant and Equipment

Our Facilities

We design and manufacture our products in‑house across our leased factories located in Barcelona, Spain (Zona Franca, D26) which has an estimated production capacity of approximately 624 thousand chargers per year, Arlington (Texas) which has an estimated production capacity of approximately 283 thousand chargers per year, Lauf an der Pegnitz (Nürnberg, Germany) estimated production capacity of approximately 302 thousand chargers per year and approximately 20,100 thousand of connectivity components per year and Tangier (Morocco) where we produce components for the charger's production. In addition, the Group has a manufacture of printed circuit board ("pcb") in Sant Boi de Llobregat (Barcelona) which has an estimated production capacity of approximately 660 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. In our pursuit to accomplish this vision, we have acquired five companies to date:

(1)

Intelligent Solutions (controlling interest acquired in February 2020): Intelligent Solutions is one of the largest distributors of intelligent charging solutions in Northern Europe, with an extensive partner network of car dealers, installers, and utility companies in Norway, Sweden, Finland, and Denmark. Headquartered in Stavanger, Norway, Intelligent Solutions offers a variety of services from hardware to installation service and technical support. We believe this acquisition was a key component in our strategy to expand our business in Northern Europe. On August 13, 2021, we exercised our option to acquire the remaining 33.334% interest in Wallbox AS, which was formerly called Intelligent Solutions AS.

(2)

Electromaps (controlling interest acquired in September 2020): the leading digital platform for accessing free and paid for electric charging points in southern Europe. The app provides its 200,000+ users access to the charging points and ability to make payments directly from their mobile phone, unifying the entire charging infrastructure and improving the electric vehicle driving experience. Through this acquisition, we took our first step into the public electric charging space and plan to continue to foster innovation at Electromaps. On July 27, 2022, we exercised our option to acquire the remaining 49% of share capital of Electromaps, S.L.

(3)

ARES (acquired in July 2022): ARES is an innovative provider of printed circuit boards and through its acquisition, we expanded our design and manufacturing capabilities and believe this acquisition will increase our innovation cycle time and improve our supply chain resilience.

(4)

COIL (acquired in August 2022): COIL is a leading EV charging installer serving the U.S. market, enabling in‑house installation and maintenance solutions for commercial, public and residential charging applications.

(5)

ABL business (acquired in November 2023): ABL business was a pioneer in EV charging solutions in Germany, the largest EV market in Europe.

Recent Transactions

ABL

On November 2, 2023, we acquired the operations, personnel and assets (which constitute a business) of ABL, which acquisition also included ABL’s ownership in each of ABL Morocco S.A., which owns a production facility in Tangier, Morocco, ABL (Shanghai) Co. Ltd, and ABL Nederland B.V. The total consideration for this transaction was €14.6 million, consisting of €10.1 million up front cash payment in 2023 with the balance of €4.5 million to be paid in several installments during 2024.

Investment and Shareholders’ Agreement

In connection with the Acquisition, on December 15, 2023, Wall Box Chargers entered into an investment and shareholders’ agreement with Greenmobility invest 2 GmbH (a German limited liability company (“GI2”), the majority indirect shareholders of ABL), pursuant to which GI2 acquired a 25.1% interest in the share capital of ABL for an aggregate capital contribution of €8,378. The Investment and Shareholders’ Agreement provides for a put and call option for GI2 and WBX SLU, respectively, that would provide for GI2 to sell its shares to WBX SLU for cash and/or shares in the Company under the terms detailed in the Investment and Shareholders’ Agreement. The GI2 put right may be exercised only if ABL’s sales in fiscal year 2024 exceed €81.4 million and only after ABL’s financial statements for the fiscal year ending December 31, 2024 have been approved and no later than December 31, 2025. The fair value of the put-option liability consideration is €10.405 million. The Investment and Shareholders’ Agreement is governed by German law.

The transaction is expected to accelerate Wallbox’s commercial business plan by enhancing the product and certification portfolio, including the German EV charging calibration-law (Eichrecht). Leveraging ABLs relationships, reputation, and experienced team, Wallbox is expected to be in a position to deliver a comprehensive suite of residential, commercial, and public charging hardware and energy management software in this market. Wallbox is also expected to benefit from reduced operational risk through reduced Capex and R&D spend, plus leveraging ABL’s in-house component manufacturing. These expected benefits will put Wallbox in a position to bring new products to market more quickly and efficiently, including Supernova and Hypernova DC fast chargers.

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. Substantially concurrently with the closing of the transaction several agreements have been entered into by the Company:

(a) Board Observer Agreement between the Company and Mr. Paolo Campinoti, Executive Vice President – EMEA, APAC and South America of Generac, granting Mr. Campinoti the right (subject to specified limitations) to attend meetings of the Board and its committees in a non-voting capacity, as an observer;

(b) 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

(c) 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.

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 we received an amount of €24.6 million after the deduction of fees and expenses.

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.

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 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.

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, 2023, we had €35.0 million of borrowings outstanding under the October 2023 Term Loan. We intend to use €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. The October 2023 Term 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. As of December 31, 2023, we were in compliance with the covenants under the October 2023 Facility Agreement.

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‑Middle East Asia

•

NORAM: North America

•

APAC: Asia‑Pacific

Refer to Note 7, “Operating Segments,” included within our consolidated financial statements for further details.

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 sold, 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 its revenue or grow its 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 its 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 strong government incentives currently in place, the EV sales are expected to increase rapidly 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.

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, our launch of Supernova in 2022 resulted in a negative gross margin of 15.5%, however, in the year ended December 31, 2023 the gross margin from our sales of Supernova resulted positive of 17.9%, showing an improvement from prior year. 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. However, these incentives may expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy. 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.

In the fall of 2021, the Infrastructure Investment and Jobs Act (“IIJA”), a bipartisan infrastructure bill, was signed into law in the United States. The IIJA authorized almost $20 billion to fund new and existing EV‑related programs, including $5 billion in new funding to develop and build a nationwide network of half a million EV charging stations, also referred to as the National Electric Vehicle Infrastructure Formula Program (often called “the NEVI Program”); $2.5 billion for publicly accessible alternative fuel infrastructure (i.e., EV charging stations and hydrogen, propane and natural gas fueling infrastructure), referred to as the competitive Charging and Fueling Infrastructure Grants program (the “Competitive Grants Program”); and approximately $11 billion in funding to transition public transportation vehicles including school buses and transit buses to zero‑emissions alternatives.

NEVI Program

Under the NEVI Program, eligible public entities like Wallbox may engage with operators and project managers to acquire and install EV charging stations in their designated areas. This program is intended to provide funding to states to deploy EV charging infrastructure and establish a network to facilitate data collection, access and reliability. The first stage of funding is expected to be focused on building a national EV charging station network, primarily along interstate highways. Throughout 2022, the Federal Highway Administration (“FHWA”), the U.S. Department of Transportation, and The U.S. Department of Energy published guidance for the NEVI Program, and announced that all 50 states had submitted their EV Infrastructure Deployment Plans. These plans, a prerequisite to receiving funding under the program, indicate how each state intends to utilize the funding it receives under the NEVI Program.

In addition, in June of 2022, the FHWA issued a Notice of Proposed Rulemaking (“NOPR”) on minimum standards and requirements for projects funded under the NEVI Program and for funded EV charger construction projects. The NOPR seeks to ensure there will be a nationwide network of EV chargers that can be used by any type of EV. The NEVI Program also has several guidelines in the use of program funds relating to user experience and reliability, strategic and efficient locations, equity, labor and workforce, private investment and data and cybersecurity, among other things. Worth noting, with respect to user experience and reliability, under the NEVI Program charging infrastructure must be interoperable across payment systems, EV brands, EV supply equipment, EV service providers, and the grid and must also provide 24‑hour access to power on a reliable network and achieve 97% reliability.

Both the NEVI Program and the Competitive Grants Program prioritize charging infrastructure along the National Alternative Fuels Corridor, a network of highways nominated by states with charging stations to be open to the public and easily accessible. We have targeted these funding programs and intend on participating as either a direct recipient or by supporting charging equipment operators that have selected our hardware. If our equipment fails to meet the standards or requirements implemented in connection with these programs, we may not be able to access those funds.

Inflation Reduction Act

In the United States, with the passage of the Inflation Reduction Act, the Biden administration has committed over $369 billion towards climate investments, representing the largest single investment in this area in the country’s history. The package includes both consumer and corporate incentives and loans with the aims of reducing emissions by 40% by 2030. However, new tariffs and policy incentives implemented by the Biden Administration that favor 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.

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. In June 2020, Iberdrola announced its intention to acquire the first 1,000 of our Supernova fast chargers as part of its five‑year sustainable mobility plan to deploy more than 150,000 chargers in homes, businesses and public road networks, and entered into a non‑binding letter of intent with us in July 2020 expressing its interest in purchasing 6,500 Supernova chargers. During 2022, Iberdrola expressed an interest in purchasing 3,500 additional public chargers, bringing their total potential purchase to 10,000 public chargers. 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 tend to be correlated with sales of EVs. As a result, sales in the second half, and particularly in the fourth quarter, would, after controlling 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.

Impact of the war between Russia and Ukraine

As a result of the war between Russia and Ukraine, the U.S. and certain allies in Europe imposed sanctions on Russia and could impose further sanctions against it. Russia could respond in kind. Sanctions imposed by any of these countries could disrupt our supply of critical components among our manufacturing facilities in Barcelona as well as our production and the sales of EVs. As a result of the war, we stopped marketing our products in Russia, and will not pursue new opportunities with customers in those countries. Although such sales in the Ukraine region have not been significant to our business further disruptions could negatively affect our ability to provide critical components to affiliates or produce finished goods for customers, which could increase our costs, require capital expenditures and harm our results of operations and financial condition. We continue to monitor the situation closely.

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, legal protections 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, the middle east, 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 expect to have further reductions during 2024.

Key Components of Results of Operations

Revenue

Our revenue consists of retail sales and sales from distributors, resellers and installer 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 recognized when control of the services are transferred 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 installations’ 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

Changes to inventory are recorded in 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 market. Cost is determined by the first‑in, first‑out 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 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 in 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.

Net Other income

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. During 2022 we finished implementing a cash pool system within our subsidiaries which we expect to reduce our net finance cost.

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 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 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.

According to management’s assessment, both the Public and Private Warrants and BBVA 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.

Share Listing Expense

The contribution in kind of Kensington shares has been accounted for within the scope of IFRS 2. Therefore, Kensington has been treated as the “acquired” company for financial reporting purposes and its net assets have been recognized at historical cost, with no goodwill or other intangible assets recorded. Based on IFRS 2, and from an analysis of the transaction, it has been considered that the excess of fair value of our Shares issued over the fair value of Kensington’s identifiable net assets acquired represents compensation for the service of stock exchange listing for its shares and has been expensed as incurred.

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.

Share of Loss of Equity‑Accounted Investees

Share of loss of equity‑accounted investees consists of recognized losses attributable to our 50% interest in Wallbox‑Fawsn Joint Venture started on June 15, 2019, and over which we have joint control and a 50% economic interest. The principal activity of the joint venture in China is the manufacture and sale of charging solutions with a clear focus on the automotive sector. Due to the losses realized by the JV, the investment value has been zero since the year ended December 31, 2020. During the first six months ended June 30, 2022, an investment was made, but immediately impaired to the recoverable amount to cover historical losses. On May 24, 2023, the Company sold its 50% interest in the JV for a consideration of €390,000, on which, an amount of €94,000 is expected to be collected within the next twelve months, with the remainder being a non-current receivable.

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.

Operating Results

Comparison of the years ended December 31, 2023 and 2022

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, 2023 and 2022:


	Year Ended December 31,						Variance
	2023			2022			€			%
	(€ in thousands, except percentages)
Sales of goods	€	129,416		€	136,372		€	(6,956	)		(5	)%
Sales of services		14,353			7,813			6,540			84	%
Revenue	€	143,769		€	144,185		€	(416	)		(0	)%
Changes in inventories and raw materials and consumables used	€	(95,503	)	€	(85,605	)	€	(9,898	)		12	%
Employee benefits		(81,236	)		(88,814	)		7,578			(9	)%
Other operating expenses		(59,788	)		(91,555	)		31,767			(35	)%
Amortization and depreciation		(28,443	)		(18,890	)		(9,553	)		51	%
Net other income		14,260			1,844			12,416			673	%
Operating loss	€	(106,941	)	€	(138,835	)	€	31,894			(23	)%
Financial income	€	1,472		€	2,307		€	(835	)		(36	)%
Financial expenses		(15,247	)		(7,998	)		(7,249	)		91	%
Change in fair value of derivative warrant liabilities		6,476			80,748			(74,272	)		(92	)%
Foreign exchange gains/(losses)		1,466			(3,618	)		5,084			(141	)%
Net Financial Result	€	(5,833	)	€	71,439		€	(77,272	)		(108	)%
Share of loss of equity accounted investees		—			(330	)		330			(100	)%
Loss before Tax	€	(112,774	)	€	(67,726	)	€	(45,048	)		67	%
Income tax credit		703			4,926			(4,223	)		(86	)%
Loss for the year	€	(112,071	)	€	(62,800	)	€	(49,271	)		78	%

n/m = not meaningful

Revenues

Sales of goods revenue decreased by €(6,956) thousand, or (5)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to decreased sales of our residential chargers due to overall unfavorable macroeconomic environment.

Sales of services revenue increased by €6,540 thousand, or 84%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase in fees from installation services offered by us, including in connection with the services offered by COIL, a subsidiary we acquired in the second half of 2022.

Operating Loss

Expenses related to changes in inventories and raw materials and consumables used increased by €(9,898) thousand, or 12%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022. These expenses increased, primarily as a result of expenses associated with the accelerated launch of new products and changes in product mix.

Employee benefits expense decreased by €7,578 thousand, or (9)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to a decrease in headcount with the aim to adapt the company structure to the market evolve and the impact of equity awards granted to employees and founders in 2022 as compared with the impact in 2023.

Other operating expenses decreased by €31,767 thousand, or (35)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the impact of the project for operating expenses reduction launched in 2023.

Amortization and depreciation increased by €(9,553) thousand, or 51%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to investments in machinery and tools for the manufactures of the Company.

Net other income increased by €12,416 thousand, or 673%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the negative goodwill related to ABL acquisition.

Net Financial Result

Financial income decreased by €(835) thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily resulting from the impact in 2022 of the revaluation of the put option on Electromaps, S.L.

Financial expenses increased by €(7,249) thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the increase of interest rates and the increase of debt during the year.

Change in fair value of derivative warrant liabilities decreased by €(74,272) thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the decrease in 2023 of the fair value of the outstanding warrants from their fair value in the previous period.

Foreign exchange gains decreased by €5,084 thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to fluctuations in GBP, USD and the Norwegian Krone against the Euro.

Income Tax Credit

Income tax credit decreased by €(4,223) thousand, or (86)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the recognition of a tax credit receivable for certain R&D expenses, which in 2022 were exceptionally high because we met certain conditions. No deferred tax assets were recorded for losses carried forward and hence that no regular corporate income charge is recorded in both years.

Comparison of the years ended December 31, 2022 and 2021


	Year Ended December 31,						Variance
	2022			2021			€			%
	(€ in thousands, except percentages)
Sales of goods	€	136,372		€	69,105		€	67,267			97	%
Sales of services	€	7,813			2,474		€	5,339			216	%
Revenue	€	144,185		€	71,579		€	72,606			101	%
Changes in inventories and raw materials and consumables used	€	(85,605	)	€	(44,253	)	€	(41,352	)		93	%
Employee benefits	€	(88,814	)		(29,666	)	€	(59,148	)		199	%
Other operating expenses	€	(91,555	)		(43,405	)	€	(48,150	)		111	%
Amortization and depreciation	€	(18,890	)		(8,483	)	€	(10,407	)		123	%
Net other income	€	1,844			656		€	1,188			181	%
Operating loss	€	(138,835	)	€	(53,572	)	€	(85,263	)		159	%
Financial income	€	2,307		€	155		€	2,152			1388	%
Financial expenses	€	(7,998	)		(32,068	)	€	24,070			(75	)%
Change in fair value of derivative warrant liabilities	€	80,748			(68,953	)	€	149,701			(217	)%
Share listing expense		—			(72,172	)	€	72,172			(100	)%
Foreign exchange gains/(losses)	€	(3,618	)		1,026		€	(4,644	)		(453	)%
Net Financial Loss	€	71,439		€	(172,012	)	€	243,451			(142	)%
Share of loss of equity‑accounted investees	€	(330	)		—		€	(330	)	n/m
Loss before Tax	€	(67,726	)	€	(225,584	)	€	157,858			(70	)%
Income tax credit	€	4,926			1,807		€	3,119			173	%
Loss for the year	€	(62,800	)	€	(223,777	)	€	160,977			(72	)%

n/m = not meaningful

Revenues

Sales of goods revenue increased by €67,267 thousand, or 97%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to increased sales of our residential chargers, in particular our Pulsar Plus.

Sales of services revenue increased by €5,339 thousand, or 216%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to an increase in fees from installation services offered by us, including in connection with the services offered by COIL, a subsidiary we acquired in the second half of 2022.

Operating Loss

Expenses related to changes in inventories and raw materials and consumables used increased by €41,352 thousand, or 93%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. These expenses increased, primarily as a result of expenses associated with the accelerated launch of new products and changes in product mix.

Employee benefits expense increased by €59,148 thousand, or 199%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to an increase in personnel expenses stemming from hiring of employees to support our growth and the compensation expense from equity awards under our benefits plans, primarily equity awards granted to employees and founders.

Other operating expenses increased by €48,150 thousand, or 111%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to €16,605 thousand related to new marketing campaigns, €3,139 thousand related to the increase in

travel expenses and €6,641 thousand related to increased delivery costs in connection with increases in sales and production. In addition, the operating expenses have increased due to our growth in 2022.

Amortization and depreciation increased by €10,407 thousand, or 123%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to investments in leasehold improvements to the leased headquarters in Barcelona, the new factory in Zona Franca and the amortization of internally developed intangibles with respect to EV chargers.

Net other income increased by €1,188 thousand, or 181%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to government subsidies recognized in 2022.

Net Financial Result

Financial income increased by €2,152 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily resulting from revaluing the put option on Electromaps, S.L. following the acquisition of the remaining 49% of its share capital in July 2022 .

Financial expenses decreased by €24,070 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to a fair value loss that incurred in year ended December 31, 2021 on the issuance of a convertible loan.

Change in fair value of derivative warrant liabilities increased by €149,701 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the decrease in 2022 of the fair value of the outstanding warrants from their fair value in the previous period.

Share listing expense for the year ended December 31, 2021 corresponded to a one‑time, non‑cash listing expense of €72,172 thousand that was recognized in accordance with IFRS 2 as part of the Business Combination.

Foreign exchange gains decreased by €4,644 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to fluctuations in GBP, USD and the Norwegian Krone against the Euro.

Share of Loss of Equity‑Accounted Investees

Share of loss of equity‑accounted investees increased by €330 thousand, or 100%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, as a result of a net book value of the Joint Venture as of December 31, 2022.

Income Tax Credit

Income tax credit increased by €3,119 thousand, or 173%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the recognition of a tax credit receivable for certain R&D expenses. No deferred tax assets were recorded for losses carried forward and hence that no regular corporate income charge is recorded in both years.

Operating Results by Segments

EMEA Segment

Comparison of the years ended December 31, 2023 and 2022

The following table presents our results of operations at a segment level for EMEA for the years ending December 31, 2023 and 2022:


	Year Ended December 31,						Variance
	2023			2022			€			%
	(€ in thousands, except percentages)
Revenue	€	121,048		€	140,145		€	(19,097	)		(14	)%
Changes in inventories and raw materials and consumables used	€	(81,453	)	€	(88,104	)	€	6,651			(8	)%
Employee benefits		(61,103	)		(74,895	)		13,792			(18	)%
Other operating expenses		(50,717	)		(72,844	)		22,127			(30	)%
Amortization and depreciation		(25,478	)		(17,058	)		(8,420	)		49	%
Net other income		14,176			1,508			12,668			840	%
Operating loss	€	(83,527	)	€	(111,248	)	€	27,721			(25	)%

Revenue decreased by €(19,097) thousand, or (14)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to decreased sales of our residential chargers.

Expenses related to changes in inventories and raw materials and consumables used decreased by €6,651 thousand, or (8)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022. These expenses increased primarily as a result of expenses associated with the accelerated launch of new products and changes in product mix.

Employee benefits expense decreased by €13,792 thousand, or (18)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to a decrease in headcount with the aim to adapt the company structure to the market evolve and the impact of equity awards granted to employees and founders in 2022 as compared with the impact in 2023.

Other operating expenses decreased by €22,127 thousand, or (30)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the impact of the project for Opex reduction launched in 2023.

Comparison of the years ended December 31, 2022 and 2021

The following table presents our results of operations at a segment level for EMEA for the years ending December 31, 2022 and 2021:


	Year Ended December 31,						Variance
	2022			2021			€			%
	(€ in thousands, except percentages)
Revenue	€	140,145		€	74,279		€	65,866			89	%
Changes in inventories and raw materials and consumables used	€	(88,104	)	€	(47,056	)	€	(41,048	)		87	%
Employee benefits	€	(74,895	)		(27,130	)		(47,765	)		176	%
Other operating expenses	€	(72,844	)		(42,273	)		(30,571	)		72	%
Amortization and depreciation	€	(17,058	)		(8,214	)		(8,844	)		108	%
Net other income	€	1,508			962			546			57	%
Operating loss	€	(111,248	)	€	(49,432	)	€	(61,816	)		125	%

Revenue increased by €65,866 thousand, or 89%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to increased sales of our residential chargers, in particular our Pulsar Plus, which sales growth is directly correlated to growth in consumer adoption of EVs.

Expenses related to changes in inventories and raw materials and consumables used increased by €41,048 thousand, or 87%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. These expenses increased primarily as a result of expenses associated with the accelerated launch of new products and changes in product mix. We also experienced increased expenses related to costs of outsourcing production to third parties as a result of the growth in sales.

Employee benefits expense increased by €47,765 thousand, or 176%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to an increase in personnel expenses stemming from hiring of employees to support our growth and the compensation expense from our benefits plans, primarily equity awards granted to employees and founders.

Other operating expenses increased by €30,571 thousand, or 72%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to our growth in this segment.

NORAM Segment

Comparison of the years ended December 31, 2023 and 2022

The following table presents our results of operations at a segment level for NORAM for the years ending December 31, 2023 and 2022:


	Year Ended December 31,						Variance
	2023			2022			€			%
	(€ in thousands, except percentages)
Revenue	€	25,770		€	23,552		€	2,218			9	%
Changes in inventories and raw materials and consumables used	€	(17,197	)	€	(15,787	)	€	(1,410	)		9	%
Employee benefits		(19,393	)		(13,533	)		(5,860	)		43	%
Other operating expenses		(10,318	)		(21,026	)		10,708			(51	)%
Amortization and depreciation		(2,755	)		(1,830	)		(925	)		51	%
Net other income		119			335			(216	)		(64	)%
Operating loss	€	(23,774	)	€	(28,289	)	€	4,515			(16	)%

n/m = not meaningful

The increase in revenues of €2,218 thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022 is driven by the expansion of our sales presence across the region.

Employee benefits expense increased by €(5,860) thousand, or 43%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase in personnel expenses stemming from hiring of employees to support our growth and the compensation expense from our benefits plans, primarily equity awards granted to employees.

Operating loss decreased by €4,515 thousand, or (16)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase in Employee benefits as disclosed above and a reduction in other operating expenses as a consequence of the impact of project for operating cost reduction launched in 2023.

Comparison of the years ended December 31, 2022 and 2021

The following table presents our results of operations at a segment level for NORAM for the years ending December 31, 2022 and 2021:


	Year Ended December 31,						Variance
	2022			2021			€			%
	(€ in thousands, except percentages)
Revenue	€	23,552		€	4,687		€	18,865			402	%
Changes in inventories and raw materials and consumables used	€	(15,787	)	€	(3,345	)	€	(12,442	)		372	%
Employee benefits		(13,533	)		(2,309	)		(11,224	)		486	%
Other operating expenses		(21,026	)		(1,778	)		(19,248	)		1083	%
Amortization and depreciation		(1,830	)		(268	)		(1,562	)		583	%
Net other income		335			(306	)		641			(209	)%
Operating loss	€	(28,289	)	€	(3,319	)	€	(24,970	)		752	%

n/m = not meaningful

The increase in revenues of €18,865 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021 is driven by the expansion of our sales presence across the region.

Employee benefits expense increased by €11,224 thousand, or 486%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to an increase in personnel expenses stemming from hiring of employees to support our growth and the compensation expense from our benefits plans, primarily equity awards granted to employees.

Operating loss increased by €24,970 thousand, or 752%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to headcount for regional expansion efforts and market penetration.

APAC Segment

Comparison of the years ended December 31, 2023 and 2022

The following table presents our results of operations at a segment level for APAC for the years ended December 31, 2023 and 2022:


	Year Ended December 31,						Variance
	2023			2022			€			%
	(€ in thousands, except percentages)
Revenue	€	1,713		€	414		€	1,299			314	%
Changes in inventories and raw materials and consumables used	€	(615	)	€	(16	)	€	(599	)		3744	%
Employee benefits		(740	)		(386	)		(354	)		92	%
Other operating expenses		(543	)		(113	)		(430	)		381	%
Amortization and depreciation		(210	)		(2	)		(208	)		10400	%
Net other income		(1	)		1			(2	)		(200	)%
Operating loss	€	(396	)	€	(102	)	€	(294	)		288	%

n/m = not meaningful

The increase in revenue of €1,299 thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022 is due to the revenue generated by the new subsidiary in Australia.

Comparison of the years ended December 31, 2022 and 2021

The following table presents our results of operations at a segment level for APAC for the years ending December 31, 2022 and 2021:


	Year Ended December 31,						Variance
	2022			2021			€			%
	(€ in thousands, except percentages)
Revenue	€	414		€	298		€	116			39	%
Changes in inventories and raw materials and consumables used	€	(16	)	€	(19	)	€	3			(16	)%
Employee benefits		(386	)		(227	)		(159	)		70	%
Other operating expenses		(113	)		(63	)		(50	)		79	%
Amortization and depreciation		(2	)		(1	)		(1	)		100	%
Net other income		1			—			1		n/m
Operating loss	€	(102	)	€	(12	)	€	(90	)		750	%

n/m = not meaningful

We had revenue of €414 thousand for the year ended December 31, 2022 and €298 thousand the year ended December 31, 2021, the increase was primarily a result of the expansion of our sales in this region. The fluctuation of the operating results for the year ended December 31, 2022 is as a consequence of our growth in this segment.

Reconciliations of Non‑IFRS and Other Financial and Operating Metrics

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

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


	2023			2022			2021
	(€ in thousands)
Loss for the year	€	(112,071	)	€	(62,800	)	€	(223,777	)
Income tax credit	€	(703	)	€	(4,926	)	€	(1,807	)
Amortization and depreciation	€	28,443		€	18,890		€	8,483
Financial income	€	(1,472	)	€	(2,307	)	€	(155	)
Financial expenses(1)	€	15,247		€	7,998		€	6,576
EBITDA	€	(70,556	)	€	(43,145	)	€	(210,680	)
Fair value adjustment of convertible bonds(2)	€	—		€	—		€	25,491
Change in fair value of derivative warrant liabilities(3)	€	(6,476	)	€	(80,748	)	€	68,953
Share listing expense(4)	€	—		€	—		€	72,172
Foreign exchange gains/(losses)	€	(1,466	)	€	3,618		€	(1,026	)
Share based payment expenses(5)	€	14,191		€	32,625		€	2,455
Transaction costs relating to the Business Combination(6)	€	—		€	—		€	8,046
Other items(7)	€	(3,094	)	€	(1,844	)	€	(656	)
Negative goodwill(8)	€	(11,166	)	€	—		€	—
One-time expenses(9)	€	3,031		€	—		€	—
Other non-cash expenses(10)	€	1,360		€	—		€	—
Adjusted EBITDA	€	(74,176	)	€	(89,494	)	€	(35,245	)

(1)

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.

(2)

Represents expenses related to fair value of convertible bonds.

(3)

Represents expenses or incomes related to change the fair value of the warrants liabilities. Please refer to Note 13 to our consolidated financial statements include elsewhere in this Annual Report.

(4)

The excess of fair value of Wallbox Shares issued in connection with the Business Combination over the fair value of Kensington’s identifiable net assets acquired was deemed to represent compensation for the service of stock exchange listing for its shares and was accordingly expensed as incurred. Please refer to Note 6 to our consolidated financial statements include elsewhere in this Annual Report.

(5)

Represents share based payments expense. Please refer to Note 21 to our consolidated financial statements include elsewhere in this Annual Report.

(6)

Represents expenses related to the Business Combination.

(7)

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.

(8)

Negative goodwill related to the ABL acquisition.

(9)

One-time expenses consist of legal expenses related to reduction in workforce process initiated in January 2023 and completed in March 2023, severance payments to the employees that have left the Company and the provision for indemnities related to litigation involving certain former employees.

(10)

Other non-cash expenses consist of non-cash expenses related to the ESPP plan launched in January 2023.

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, 2023, we incurred a loss for the year of €112.1 million and net cash used in operating activities of €64.1 million. As of December 31, 2023, we had cash and cash equivalents of €101.2 million, outstanding non‑current loans and borrowings of €90.6 million and an accumulated deficit of €420.2 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.

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

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

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 each of which have a seat on our Board, 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, 2023, we had €25.0 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. The BBVA Facility Agreement is governed by Spanish law. On December 22, 2023 we obtained a waiver issued by BBVA regarding the compliance with the covenants under the agreements governing our indebtedness. As of December 31, 2023, we were in compliance with the covenants under the BBVA Facility.

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.

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 million (€6,876 million) in net proceeds, after deducting the commission and expenses payable to the Sales Agent in connection with such sales.

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 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 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, 2023, we were in compliance with the covenants under the October 2023 Facility 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 field 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.

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 could obtain additional financing on favorable terms or at all.

Contractual Obligations and Commitments

As of December 31, 2023, we had contractual obligations to purchase, construct or develop property, plant and equipment assets, for an amount of €775 thousand (€3,318 thousand as of December 31, 2022) and commitments for the acquisition of intangible assets of €1,127 thousand (€1,728 thousand as of December 31, 2022). These commitments mainly correspond to the work that, as of December 31, 2023, 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	€	51,535	€	6,830	€	5,760		13,925		25,020

Capital Expenditures

For the year ended December 31, 2023, our capital expenditures for property, plant and equipment were €9,106 thousand. We expect to spend approximately €13 million in 2024 for capital expenditures, primarily related to machinery and tools for our factories and intend to fund these expenditures with borrowings under financing facilities.

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.

Cash Flow Summary

Comparison of the years ended December 31, 2023 and 2022

The following table summarizes our cash flows for the years ended December 31, 2023 and 2022:


	Year Ended December 31,						Variance
	2023			2022			€			%
	(€ in thousands, except percentages)
Net cash used in operating activities	€	(64,100	)	€	(136,292	)	€	72,192			53	%
Net cash used in investing activities	€	(54,145	)	€	(13,959	)	€	(40,186	)		(288	)%
Net cash from financing activities	€	140,631		€	111,747		€	28,884			26	%

Operating Activities

Net cash used in operating activities decreased by €72,192 thousand, or 53%, for the year ended December 31, 2023 as compared to year ended December 31, 2022, primarily due to the general decrease in demand and the net impact of decrease in inventories by €97,175 thousand as part of our cost savings and working capital initiatives during 2023 and reduced demand during 2023, decreases in trade and other financial receivables of €14,504 thousand and decrease in trade and other financial payables of €52,140 thousand.

Investing Activities

Net cash used in investing activities increased by €40,186 thousand, or 288%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the net impact of a reduction of proceeds from sale of financial assets that occurred in 2022 for a net amount of €52,544 thousand and for the €9,979 thousand payment in 2023 in connection with the ABL Acquisition.

Financing Activities

Net cash from financing activities of December 31, 2023 increased by €28,884 thousand or 26% for the year ended December 31, 2023 as compared to year ended December 31, 2022, primarily due to the increase of proceeds in 2023 from issuing equity instruments in private placement securities offerings that resulted in aggregate net proceeds of €32,516 thousand.

Comparison of the years ended December 31, 2022 and 2021

The following table summarizes our cash flows for the years ended December 31, 2022 and 2021:


	Year Ended December 31,						Variance
	2022			2021			€			%
	(€ in thousands, except percentages)
Net cash used in operating activities	€	(136,292	)	€	(69,631	)	€	(66,661	)		96	%
Net cash used in investing activities	€	(13,959	)	€	(88,297	)	€	74,338			(84	)%
Net cash from financing activities	€	111,747		€	246,925		€	(135,178	)		(55	)%

Operating Activities

Net cash used in operating activities increased by €66,661 thousand, or 96%, for the year ended December 31, 2022 as compared to year ended December 31, 2021, primarily due to the increase in inventories of €53,066 thousand in order to get the enough level of inventory to avoid disruptions on the manufacturing process due to the limited availability of certain key components such as semiconductors, which have recently experienced supply shortages that have significantly affected the overall automotive industry.

Investing Activities

Net cash used in investing activities decreased by €74,338 thousand, or 84%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The net cash that was recognized from investments that were sold for €64,181 thousand offset the cash used for the acquisition of property, plant and equipment of €27,091 thousand (leasehold improvements at the headquarters located in Barcelona and the investment in the new factory in Arlington, Texas) and cash used for the acquisition of intangible assets of €7,751 thousand.

Financing Activities

Net cash from financing activities of December 31, 2022 was €111,747 thousand, primarily due to proceeds from issuing equity instruments in relation to a private placement offering of €41,726 thousand, proceeds from issuing equity instruments in relation to warrants conversions and others of €4,641 thousand, proceeds from loans net of repayments of €72,302 thousand and payments of interest, lease liabilities and bank fees of €6,880 thousand in 2022.

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.”

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, 2022 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.

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.

JOBS Act

The JOBS Act permits an EGC such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. 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, or March 2, 2026.

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

Directors and Senior Management

The following table lists the names, ages and positions of those individuals who serve as our directors and executive officers as of December 31, 2023. The Board is comprised of nine directors. The Board consists of an executive director and eight non‑executive directors.


Name	Age	Position
Executive Officers
Enric Asunción Escorsa	38	Chief Executive Officer, Director
Jordi Lainz	55	Chief Financial Officer
Eduard Castañeda	38	Chief Innovation Officer
Board Members
Enric Asunción Escorsa	38	Executive Director
Beatriz González Ordóñez	49	Non‑executive Director
Francisco Riberas	59	Non‑executive Director
Anders Pettersson	64	Non‑executive Director
César Ruipérez Cassinello	40	Non‑executive Director
Pol Soler	43	Non‑executive Director
Donna J. Kinzel	56	Non‑executive Director
Justin Mirro	55	Non-executive Director
Dr. Dieter Zetsche	70	Non-executive Director

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.

Jordi Lainz. Mr. Lainz is the Chief Financial Officer. Mr. Lainz has served as our Chief Financial Officer since March 2019, and served on the Board of directors from July 2017 to May 2019. Prior to joining Wallbox, Mr. Lainz served as Corporate Director and Chief Financial Officer of Eurofred Group, 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 SA, an automotive global supplier,

from May 1998 to May 2011. Mr. Lainz holds an Economics degree from Universitat de Barcelona and is an auditor in Spain (Censor Jurado de Cuentas).

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

Anders Pettersson. Mr. Pettersson serves as a member of the Board. Mr. Pettersson is the former Chief Executive Officer of Thule, a leading automotive aftermarket company. Under Mr. Pettersson’s leadership, he transformed Thule from an automotive aftermarket accessories business into a lifestyle consumer brand company. Mr. Pettersson brings over 30 years of experience in sourcing, evaluating and acquiring automotive businesses around the world. Mr. Pettersson has served as Chairman of Brink Group B.V., a leading towing hitch business in Europe, from 2014 to 2021, and has served as a director at ZetaDisplay AB since 2014, at KlaraBo Sverige AB from 2014 to 2021, at Skabholmen Invest AB since 2009 and at PS Enterprise AB since 2005. As noted above, Mr. Pettersson served as Chief Executive Officer of Thule from 2002 to 2010, where he oversaw international expansion through the strategic acquisitions of Konig, Omnistor, Case Logic, TrackRac and Sportrack.

Mr. Pettersson has also served as Chief Executive Officer of Hilding Anders AB from 2011 to 2014 and Capital Safety Group Inc. from 2010 to 2012, and previously held executive and managerial positions with AkzoNobel N.V. and Trelleborg AB. Mr. Pettersson served as a director of Pure Safety from 2010 to 2020, a director of Pure Power from 2016 to 2019, a director of Alite International AB from 2014 to 2019, a director of Victoria Park AB from 2011 to 2019, Chairman of the board of directors of Hilding Anders AB from 2012 to 2014 and a member of the operating review board of Arle Capital Partners Limited from 2012 to 2014. Mr. Pettersson holds a Master of Science in Civil Engineering and Bachelor of Science in Business and Economics from Lund University. We believe Mr. Pettersson is qualified to serve on the Board because his extensive experience in the automotive industry. We believe Mr. Pettersson is well qualified to serve on the Board based on his extensive experience include sourcing, evaluating and acquiring automotive businesses.

César Ruipérez Cassinello. Mr. Ruipérez has served as a Director of Corporate Development at Iberdrola, S.A., a Spanish multinational electric utility company (“Iberdrola”), an investor and commercial partner of Wallbox, since October 2008. At Iberdrola, Mr. Ruipérez led various acquisitions, divestments and joint ventures in different geographies and business segments. Prior to joining Iberdrola, from September 2005 to October 2008, Mr. Ruipérez served as analyst at Deloitte and 360 Corporate in the mergers and acquisitions departments, advising industrial customers and financial sponsors in various transactions, including acquisitions, divestments and restructurings. Mr. Ruipérez holds an International Business Administration degree by Universidad Pontificia Comillas in Madrid (ICADE) and Dublin City University (DCU).

Pol Soler. Mr. Soler serves as a member of the Board. Mr. Soler is the Chief Executive Officer of Quadis, a leading Spanish car dealership group. He is also a board member of Escapa, a leading Spanish bicycle distributor. Mr. Soler holds a Bachelor’s degree in Business Administration and MBA from Esade Business School. We believe that Mr. Soler is qualified to serve on the Board because of his extensive experience in the automobile industry.

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 23, 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 1977, 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, including Telefonica and CIE Automotive. In addition, he is chairman of Endeavor Foundation, chairman of the Spanish Association of Automotive Suppliers (Sernauto) and chairman of the Fundación Consejo España China. We believe that Mr. Riberas is qualified to serve on the Board because of his extensive experience in the automobile industry.

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. We believe Ms. González is qualified to serve on the Board based on her extensive experience managing funds in the technology sector.

Donna J. Kinzel. Ms. Kinzel serves as a member of the Board. Ms. Kinzel is the Chief Financial Officer of Ursuline Academy in Wilmington, Delaware. In her role, she is responsible for all aspects of Ursuline Academy’s financial and operating functions to ensure support of the school’s mission, core values, and strategic plan. Prior to her current role, Ms. Kinzel served as Senior Vice President, Chief Financial Officer and Treasurer at Pepco Holdings. In this role, she oversaw the financial planning and analysis, operational finance, accounting, treasury and risk management functions for Pepco Holdings. Ms. Kinzel was elected as the chair of our audit committee in 2022, and brings with her an extensive history of accounting and finance with large, public organizations. We believe Ms. Kinzel’s expertise has helped us and will continue to help us to develop best practices as a public company.

Justin Mirro serves as a member of the Board. Mr. Mirro is the Founder of Kensington Capital Partners LLC, where he has served as President since 2015 has advised on over $70 billion of M&A, debt, equity and restructuring transactions for automotive assemblers, suppliers, the aftermarket and dealerships. Mr. Mirro spent almost 20 years as an automotive investment banker for various global banks including The Royal Bank of Canada, Jefferies & Company, Moelis & Company and Salomon Smith Barney. He also brings a vast personal network of industry leaders throughout the automotive supply chain which will assist as Wallbox further expands in North America operationally and with institutional investors. Mr. Mirro is a member of the board of Amprius Technologies (NYSE: AMPX) and former member of the board of Quantumscape (NYSE: QS).We believe Mr. Mirro is well qualified to serve on our board of directors based on his extensive experience in financing in the automotive and automotive-related sector.

Dieter Zetsche serves as a member on the Board. Mr. Zetsche is Chairman of TUI AG (XETRA: TUI1) and holds several other board positions both as a member and advisor. With over 45 years of automotive experience, first joining the research department of Daimler-Benz AG in 1976, Dr. Zetsche will bring unrivaled industry expertise to Wallbox as the company continues to expand partnerships with leading OEMs globally. Notably Dr. Zetsche has been a member of the Board of Management of Daimler AG since December 1998 and was Chairman of the Board of Management of Daimler AG from January 2006 until May 2019, during which he was also Head of Mercedes-Benz Cars. We believe Dr. Zetsche is well qualified to serve on our board of directors based on his extensive experience in the automobile sector.

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. Cesar Ruiperez Cassinello currently serves as Iberdrola’s acting director designee on the Board.

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 one 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.

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, 2023, 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, 2023 is described in the table below:


	All executives
	(€ in thousands)
Periodically‑paid remuneration	€	714
Bonuses	€	218
Share based payments	€	1,388
Additional benefit payments(1)		—
Total compensation	€	2,320

(1)

No amounts were set aside or accrued by Wallbox in 2023 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, 2023, our non‑executive directors are entitled to receive the cash compensation, as described in the table below (in Euros thousand):


Non‑executive director	Member of the Board			Member of the Compensation Committee			Member of the Audit Committee			Member of the Nominating and Governance Committee			Total
Beatriz González Ordóñez	€	40		€	—		€	5		€	5		€	50
Francisco Riberas	€	40		€	7	() (*)	€	—		€	—		€	47
Anders Pettersson	€	60	(*)	€	5		€	—		€	—		€	65
César Ruipérez Cassinello	€	40		€	—		€	—		€	7	(*)	€	47
Pol Soler	€	40		€	6	() (*)	€	2	(**)	€	5		€	53
Donna Kinzel	€	40		€	1	(**)	€	15	(*)	€	—		€	56
Justin Mirro	€	31	(**)	€	—		€	3	(**)	€	—		€	34
Dr. Dieter Zetsche	€	31	(**)	€	—		€	—		€	—		€	31

(*) Chairman of the Board or the applicable committee.

(**) Pro‑rated amount based on the time served on the Board or applicable committee during 2023.

Equity Awards

Our founders, directors and executive officers held the following stock options (both vested and unvested) as of December 31, 2023:


Beneficiary	Grant date	Number of options outstanding		Strike price
Enric Asunción Escorsa(*)	April 6, 2022		775,267	€	1.93
Jordi Lainz	October 1, 2021		1,283,049	€	0.0021
Jordi Lainz	April 8, 2022		291,667		—
Eduard Castañeda(*)	April 6, 2022		238,342	€	1.93

(*) 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 22 of the consolidated financial statements included elsewhere in this Annual Report. On April 6, 2022, Enric Asuncion Escorsa was granted 777,267 options and Eduard Castaneda was granted 258,342, in each case, with a strike price of €1.93.

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”).

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 we may retain any stock options vested as of the applicable termination date. On April 6, 2022, Enric Asuncion Escorsa was granted 777,267 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 we 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.

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.

The number of shares initially available for issuance under awards granted pursuant to the Incentive Plan was 17,090,419. 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.

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 nine 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.

On December 20, 2022, 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, 2023

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.

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, Donna J. Kinzel, and Justin Mirro. Donna J. Kinzel 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 Donna J. Kinzel 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 Pol Soler, Donna J. Kinzel and Anders Pettersson. Pol Soler 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 César Ruipérez Cassinello, Pol Soler and Beatriz González Ordóñez. César Ruipérez Cassinello 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, 2023, there were no transactions where there was a Conflict of Interest.

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, 2023 and continues to serve as an observer on our Board. Mr. Sabé is an employee of Eurofred, S.A., which is company affiliated with one of our major shareholders, Mingkiri, S.L.

Mr. Paolo Campinoti has served as an observer on our Bord since December 2023. Mr. Campinoti is an employee of Generac Power Systems, Inc. and Pramac Group.

Employees

Average number of employees in the last 3 years is:


(Average number of employees)	2023		2022		2021
Directives		69		41		22
Administrative		387		445		261
Commercials		189		194		117
Operators		212		38		23
Engineers		408		464		177
Total		1,265		1,182		600

We strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse workforce. As of December 31, 2023, we had 1,457 employees compared with the 1,267 employees at December 31, 2022. 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.

During 2023, as part of our efforts to reduce the operating costs of the Company, we undertook a reduction in workforce program that affected approximately 15% of our employees. As a result of our acquisition of ABL, we onboarded 360 ABL employees, resulting in our having a total of 1,426 employees as of December 31, 2023.

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.

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

None

Item 7. Major Shareholders and Related Party Transactions

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, 2024, 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, 2024 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, 2024, there were 188,423,218 Class A Shares outstanding and 22,250,793 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)		1,829,687		1.0	%		18,618,950		83.7	%		45.6	%
Jordi Lainz(4)		1,583,087	*				—	*			*
Eduard Castañeda		3,870,185		2.1	%		3,631,843		16.3	%		9.7	%
Anders Pettersson		1,545,000	*				—		—		*
Francisco Riberas(6)		16,117,348		8.6	%		—		—			3.9	%
Pol Soler(7)		13,616,214		7.2	%		—		—			3.3	%
Beatriz González Ordóñez(8)		11,505,865		6.1	%		—		—			2.8	%
Donna J. Kinzel		23,709	*				—		—		*
Cesar Ruiperez Cassinello		—		—			—		—		*
Justin Mirro(9)		3,327,500		1.8	%		—		—		*
Dr. Dieter Zetsche		—		—			—		—		*
All executive officers and directors of Wallbox as a group (11 persons)		53,418,595		27.9	%		22,250,793		100	%		66.3	%
5% and Greater Shareholders
Kariega Ventures, S.L.(3)		—		—			18,618,950		83.7	%		45.3	%
Inversiones Financieras Perseo, S.L.U.(10)		17,171,831		9.1	%		—		—			4.2	%
Orilla Asset Management, S.L.(6)		16,117,348		8.6	%		—		—			3.9	%
Mingkiri, S.L. (Eurofred Spain, S.L.)(11)		15,998,632		8.5	%		—		—			3.9	%
Infisol 3000, S.L.(7)		13,616,214		7.2	%		—		—			3.3	%
Consilium, S.L. (12)		12,584,734		6.7	%		—		—			3.1	%
Seaya Ventures II, Fondo De Capital Riesgo(8)		11,505,865		6.1	%		—		—			2.8	%
AM Gestió, S.L.(13)		11,159,158		5.9	%		—		—			2.7	%
Generac Power Systems, Inc. (14)		9,836,066		5.2	%		—		—			2.4	%

* Indicates a shareholding of less than 1%.

(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.

(2)

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, 2024, 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.

(3)

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 18,618,950 Class B Shares held of record by KARIEGA VENTURES, S.L.. Enric Asunción Escorsa has sole voting power and sole dispositive power over 1,054,420 Class A Shares, and 775,267 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2024. 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.

(4)

Includes Mr. Lainz’s 58,333 restricted stock units to be settled in Class A Shares within 60 days of March 1, 2024 and 1,780,164 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2024.

(5)

Includes Mr. Castañeda’s 238,342 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2024.

(6)

Based solely on information provided by Mr. Riberas, Orilla Asset Management, S.L. is the record holder of 16,117,348 Class A Shares. Mr. Riberas is the sole 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 Alcalá nº 52, Piso 3º, Puerta Izquierda, Madrid 28014, Spain.

(7)

Based solely on a Schedule 13D/A filed on May 26, 2023, Infisol 3000, S.L. has sole voting power and sole investment over 13,616,214 Class A Shares. Juan Manuel Soler Pujol, Lluis Soler Masferrer, Daniel Soler Masferrer and Pol Soler may be deemed to have shared voting power and shared dispositive power over such shares. The address of the foregoing named beneficial owners Calle Josep Irla i Bosch, numeros 1‑3, Barcelona, Spain 08034. Pol Soler is a member of the Board.

(8)

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 11,505,865 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.

(9)

Based solely on information provided by Mr. Mirro, includes (i) 2,227,500 Class A Shares to which Mr. Mirro has sole voting power, (ii) 1,000,000 Class A Shares underlying warrants that are exercisable within 60 days of March 1, 2024 to which Mr. Mirro has sole voting power and (iii) 100,000 Class A Shares held by Kensington Capital Trust, to which to which Mr. Mirro has shared voting power.

(10)

Based solely on a Schedule 13G/A filed on February 13, 2024, Iberdrola, S.A., Iberdrola Participaciones S.A.U. and Inversiones Financieras Perseo S.L.U. have shared voting power and shared investment power over 17,171,831 Class A Shares. The address of the foregoing beneficial owners is Plaza Euskadi, 5, Bilbao (Bizkaia), Spain 48009.

(11)

Based on information known to the Company, MINGKIRI, S.L. has shared voting power and shared investment power over 15,898,632 Class A Shares and Marta Santacana Gri has shared voting power and shared investment power over 15,998,632 Class A Shares. Marta Santacana Gri may be deemed the beneficial owner of

15,998,632 Class A Ordinary Shares, which consist of (i) 15,898,632 Class A Ordinary Shares held of record by MINGKIRI, S.L. and (ii) 100,000 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.

(12)

Based solely on a Schedule 13G/A filed on February 2, 2024, Consilium, S.L. has sole voting power and sole dispositive power over 12,584,734 Class A Shares. The address of the foregoing named beneficial owner is Plaza Europa 34, Planta 18, L’Hospitalet de Llobregat, Barcelona, Spain 08908.

(13)

Based on information know to the Company, AM Gestió, S.L. has sole voting power over 11,159,158 Class A Shares. The address of the foregoing named beneficial owner is Rossello Street 224, 3. Barcelona, Spain 08008.

(14)

Based solely on information provided by Generac Power Systems, Inc., Generac Power Systems, Inc. has sole voting power over 9,836,066 Class A Shares. The address of the foregoing named beneficial owner is Waukesha – Corporate Headquarters S45W29290 Highway 59 Waukesha, WI 53189.

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, 65,496,020 Class A Shares, representing approximately 44% of our total outstanding Class A Shares, were held by 23 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.

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, 2023.

Private Placement Equity Offerings

In connection with the June 2023 private placement of Class A Shares, Enric Asuncion Escorsa purchased 387,597 Class A Shares, Orilla Asset Management, S.L. purchased 7,751,938 Class A Shares, AM Gestio, S.L. purchased 1,937,985 Class A Shares, Consilium, S.L. purchased 6,429,330 Class A Shares, Anangu Corp, S.L. purchased 387,597 Class A Shares and Black Label Equity I SCR, S.A. purchased 1,937,985 Class A Shares, in each case, at price of $2.58 per share, the same price as sold to other investors.

In connection with the December 2023 private placement of Class A Shares, Enric Asuncion Escorsa purchased 65,574 Class A Shares, Orilla Asset Management, S.L. purchased 327,869 Class A Shares and Inversiones Financieras Perseo, S.L. purchased 98,361 Class A Shares, in each case, at price of $3.05 per share, the same price as sold to other investors.

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, 2023, the Company paid Iberdrola an aggregate of €616 thousand in rent and other expenses under the lease agreement, The cost in the year ended December 31, 2022 amounted €609 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, express an interest to increase the number of public use chargers it plans to purchase for a total of 10,000 chargers. During 2023, 99 public chargers were 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, 2023, involved sales of our chargers in an aggregate amount of €7 million which represent 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, 2023, we paid Iberdrola Clientes €56,500 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. Cesar Ruiperez Cassinello currently serves as such director designee on the Board.

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.

Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

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 does 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, 2021, 2022 and 2023.

Significant Changes

Please refer to Note 28, “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

Offer and Listing Details

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

Plan of Distribution

Not applicable.

Markets

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

Our Warrants commenced trading on the NYSE on October 4, 2021 under the symbol “WBXWS.”

Selling Shareholders

Not applicable.

Dilution

Not applicable

Expenses of the Issue

Not applicable.

Item 10. Additional Information

Share Capital

Not applicable.

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.

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.

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.

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:

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regulated investment companies (“RICs”) or real estate investment trusts (“REITs”);

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brokers, dealers, or traders in securities;

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tax‑exempt organizations or governmental organizations;

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U.S. expatriates and former citizens or long‑term residents of the United States;

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persons subject to the alternative minimum tax;

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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;

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banks, insurance companies, and other financial institutions;

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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;

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persons that actually or constructively own 10% or more (by vote or value) of our common stock;

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“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

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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);

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U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

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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

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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:

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an individual who is a citizen or resident of the United States;

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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;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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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:

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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;

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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;

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the U.S. Holder satisfies certain holding period requirements; and

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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 pays 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:

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a nonresident alien individual, other than certain former citizens and residents of the United States;

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a foreign corporation; or

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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:

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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

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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.

Dividends and Paying Agents

Not applicable.

Statement by Experts

Not applicable.

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.

Subsidiary Information

Not applicable.

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 26, “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 as of December 31, 2023, December 31, 2022 and 2021 by €1,951 thousand, €1,317 thousand and €691 thousand, respectively. See Note 26.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, 2023, 2022 and 2021, except for the USD currency (please refer to Note 26.b, “Market Rate Risk--Currency risk”). As our global operations expand, its 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 €5,187, €5,030 thousand and €56,852 thousand of investments in funds as of December 31, 2023, December 31, 2022 and December 31, 2021, respectively, that have been measured at fair value through profit or loss (please refer to Note 13, “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 €239 thousand, €239 thousand and €210 thousand as of December 31, 2023, December 31, 2022, and 2021, respectively, and therefore the exposure is evaluated as not significant. Additionally, we have derivative warrant liabilities (please refer to Note 13, “Financial Assets and Financial Liabilities”) that were subject to an adjustment of €6,476 thousand recognized as an income in the consolidated statement of profit or loss of 2023.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a‑15e and 15d‑15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses in our internal control over financial reporting described below, the design and operation of our disclosure controls and procedures were not effective as of December 31, 2023.

Remediation of Material Weaknesses

(a)

Lack of sufficient personnel in the finance team with an appropriate level of knowledge and experience in the application of International Financial Reporting Standards (IFRS) in relation to complex accounting transactions, such as accounting for business combinations, warrants and also in the application of other IFRS matters such as goodwill impairment testing.

(b)

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.

(c)

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.

To address these material weaknesses, we have made and are continuing make several changes to our program and controls, which includes:

(a) We have engaged and we will continue engaging third party experts to ensure that we get the appropriate level of knowledge and experience in the application of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”), relating to both complex accounting transactions, such as accounting for business combinations, share‑based payments,and also in the application of other IFRS matters, such as goodwill impairment testing and purchase price allocation.

(b) We have appointed a Head of Finance Systems & Transformation working with external advisors to implement new procedures and IT general controls which would include, among others :

- 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 ITGSs 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.

(c) We have acquired and implemented a new software application to facilitate proper monitoring and supervision of the accounting and reporting procedures, as well as, prepared a detailed two year remediation plan with external advisors which is ongoing.

We also may conclude that additional measures may be required to remediate the material weaknesses or determine to modify the remediation plans described above. We will not be able to conclude that we have remediated the material weaknesses until the applicable controls are fully implemented and operate for a sufficient period of time and management has concluded, through formal testing, that these controls are operating effectively. While we are working to remediate the material weakness as effectively and efficiently as possible, we cannot predict the timing or success of our remediation plan. We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and make any further changes management deems appropriate.

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, 2023 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, 2023, 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, 2023, 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 Justin Mirro, Donna J. Kinzel and Beatriz González Ordóñez each satisfies the “independence” requirements set forth in Rule 10A‑3 under the Exchange Act. The Board has also determined that Donna J. Kinzel 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 2023.

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 year ended December 31, 2023. BDO Bedrijfsrevisoren BV ("BDO") acted as the independent registered public accounting firm of Wallbox for the fiscal year ended December 31, 2022. The table below sets out the total amount incurred, for services performed in the years ended December 31, 2023 and 2022, and breaks down these amounts by category of service:


	2023		2022
	(€ in thousands)
Audit Services		1,435		1,289
Other services		—		10
Tax Services		—		—
Total		1,435		1,299

Audit Services

Audit fees for the years ended December 31, 2023 and 2022 were related to the audit of our consolidated financial statements and interim review services provided in connection with regulatory filings or engagements.

Other Services

Other fees in the year ended December 31, 2022 were related to assurance services in connection with non‑financial information.

Tax Services

No tax services for the years ended December 31, 2023 and 2022 have been performed.

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

The information required by this Item 16F was previously reported in our Report on Form 6‑K (File No. 001‑40865) filed with the SEC on July 19, 2023, which is incorporated herein by reference.

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 eight of its nine 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

Not applicable.

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 includes a cybersecurity incident response plan. Our risk management program is encompassed within our Information Security Management System.

We design and assess our program based on internationally recognized cybersecurity standards, specifically ISO27002:2022. This does not imply that we comply with any specific technical standard, specification, or requirement, only that we use the ISO27002:2022 control framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

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.”

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.

PART III

Item 17. Financial Statements

We have provided consolidated financial statements pursuant to Item 18.

Item 18. Financial Statements

The audited consolidated financial statements as required under Item 18 are attached hereto starting on page F‑1 of this Annual Report and are incorporated herein by reference. The audit report of BDO Bedrijfsrevisoren BV, Zaventem, Belgium, PCAOB ID: 1432, and of Ernst and Young, S.L., Raimundo Fernandez Villaverde 65, Madrid, PCAOB ID: 1461 an independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.

Item 19. Exhibits


Exhibit No.	Description	Form	File No.	Exhibit No.	Filing Date	Filed/ Furnished
1.1	Articles of Association of Wallbox N.V.	6‑K	001‑40865	3.1	10/04/2021
2.1	Description of Securities					*
2.2	Form of Subscription Agreement dated June 9, 2021	F‑1	333‑260652	10.1	11/01/2021
2.3	Form of Subscription Agreement dated September 29, 2021	F‑1	333‑260652	10.2	11/01/2021
2.4	Warrant Assignment, Assumption and Amended & Restated Agreement dated October 1, 2021	F‑1	333‑260652	4.1	11/01/2021
2.5	Form of Subscription Agreement dated November 29, 2022	20-F	001-40865	2.5	03/31/2023
2.6	Warrant Agreement, dated February 9, 2023, by and between Wallbox N.V. and Banco Bilbao Vizcaya Argentaria, S.A.	20-F	001-40865	2.6	03/31/2023
2.7	Subscription Agreement, dated February 9, 2023, by and between Wallbox N.V. and Banco Bilbao Vizcaya Argentaria, S.A.	20-F	001-40865	2.7	03/31/2023
2.8	Form of Subscription Agreement, dated June 2023	6-K	001-40865	10.1	06/02/2023
2.9	Form of Subscription Agreement, dated December 2023	6-K	001-40865	2.1	12/04/2023
2.10	Subscription Agreement dated as of November 29, 2023 with Generac Power Systems, Inc.	6-K	001-40865	2.2	12/04/2023
4.1	Business Combination Agreement, dated as of June 9, 2021, by and among Kensington Capital Acquisition Corp. II, Wall Box Chargers, S.L., Wallbox B.V. and Orion Merger Sub Corp	F‑1	333‑260652	2.1	11/01/2021
4.2	Registration Rights Agreement and Lock‑up Agreement, dated October 1, 2021	F‑1	333‑260652	10.4	11/01/2021
4.3†	Wallbox N.V. 2021 Equity Incentive Plan	6‑K	001‑40865	10.3	10/4/2021
4.4†	Wallbox N.V. Amended & Restated 2021 Employee Stock Purchase Plan	20-F	001-40865	4.4	03/31/2023
4.5†	2018 Legacy Stock Option Program for Management	S‑8	333‑263795	99.3	03/23/2022
4.6†	2020 Legacy Stock Option Program for Employees	S‑8	333‑263795	99.4	03/23/2022
4.7†	2018 Legacy Stock Option Program for Founders					*
4.8†	Subrogation, Assignment and Plan Amendment Agreement dated September 29, 2021	S‑8	333‑263795	99.6	03/23/2022
4.9	Side Letter from Enric Asunción Escorsa to Inversiones Financieras Perseo, S.L. dated October 5, 2021	F‑1	333‑260652	10.7	11/01/2021
4.10	Lease Agreement, dated September 24, 2021, by and between Forum Drive Industrial Properties, LLC and Wallbox USA Inc.	POS AM	333‑260652	10.12	09/28/2022
4.11	Lease Agreement, dated March 5, 2021, by and between Consorcio de la Zona Franca de Barcelona and Wall Box Chargers, S.L. (translated into English from its original text in Spanish)	20-F	001-40865	4.11	03/31/2023
4.12	Power Purchase Agreement, dated September 27, 2021, by and between Iberdola Clientes, S.A.U. and Wall Box Chargers, S.L.	20-F	001-40865	4.12	03/31/2023
4.13	Lease Agreement, dated August 11, 2021, by and between Iberdola Inmobiliaria Patrimonio, S.A.U. and Wall Box Chargers, S.L.	20-F	001-40865	4.13	03/31/2023
4.14#	Facility Agreement, dated February 9, 2023, by and among Wall Box Chargers, S.L.U., Wallbox N.V. and Banco Bilbao Vizcaya Argentaria, S.A.	20-F	001-40865	4.14	03/31/2023
4.15	Equity Distribution Agreement, dated April 3, 2023, by and among Wallbox N.V., Canaccord and Oppenheimer	6-K	001-40865	1.1	04/03/2023


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.					*
4.19	Letter Agreement, dated December 13, 2023, between Kariega Ventures, S.L. and Wallbox N.V.					*
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.					*
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.					*
8.1	List of Subsidiaries					*
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 BDO Bedrijfsrevisoren BV, independent registered public accounting firm					*
15.2	Consent of Ernst and Young, S.L., independent registered public accounting firm					*
15.3	Letter dated July 19, 2023 from BDO Bedrijfsrevisoren BV to the Securities and Exchange Commission	6-K	001-40865	15.1	7/19/2023
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					*
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:	March 21, 2024	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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BDO Bedrijfsrevisoren: PCAOB ID #1432)		F-3

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2023 AND 2022		F-4

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021		F-5

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021		F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021		F-7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		F-9

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, 2023, the related consolidated statements of profit and loss and other comprehensive income, changes in equity and cash flows for the year ended, 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, 2023, and the results of its operations and its cash flows for the year ended, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board.

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 audit. 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 audit 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ Ernst & Young, S.L.

We have served as the Company’s auditor since 2023.

Barcelona, Spain

March 21, 2024

F-2

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Wallbox N.V.

Barcelona, Spain

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Wallbox N.V. (the “Company”) as of December 31, 2022, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2022, 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, 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO Bedrijfsrevisoren BV

BDO Bedrijfsrevisoren BV

We have served as the Company’s auditor from 2021 through 2023.

Zaventem, Belgium

March 30, 2023

F-3

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2023 AND 2022


(In thousand Euros)	Notes	December 31, 2023			December 31, 2022
Assets
Non-Current Assets
Property, plant and equipment	8		76,183			57,878
Right-of-use assets	9		35,423			24,888
Intangible assets	10 a)		94,049			60,800
Goodwill	10 b) and 11		13,385			15,101
Non-current financial assets	13		1,521			1,133
Tax credit receivables	24		6,056			6,629
Total Non-Current Assets			226,617			166,429
Assets held for sale	12		—			384
Current Assets
Inventories	14		92,478			106,569
Trade and other financial receivables	13		43,416			39,827
Other receivables	24		8,429			14,846
Other current financial assets	13		5,810			5,957
Other current assets and deferred charges			1,276			1,633
Advance payments	14		4,357			3,031
Cash and cash equivalents	15		101,158			83,308
Total Current Assets			256,924			255,171
Total Assets			483,541			421,984
Equity and Liabilities
Equity
Share capital	16		50,352			45,769
Share premium	16		481,615			378,240
Accumulated deficit	16		(420,195	)		(306,696	)
Other equity components	16		32,149			41,240
Foreign currency translation reserve	16		5,868			10,597
Total Equity attributable to owners of the Company			149,789			169,150
Non-controlling interest			22			—
Total Equity			149,811			169,150
Liabilities
Non-Current Liabilities
Loans and borrowings	13		80,861			44,359
Lease liabilities	9 and 13		34,063			24,657
Provisions	17		13,836			1,439
Government grants	18		4,849			2,198
Deferred tax liabilities	24		9,347			1,388
Total Non-Current Liabilities			142,956			74,041
Current Liabilities
Loans and borrowings	13		126,496			89,268
Derivative warrants liabilities	13		3,119			5,834
Lease liabilities	9 and 13		4,914			2,644
Trade and other financial payables	13		45,081			71,249
Current income tax liabilities	24		—			1,186
Other payables	24		6,209			5,819
Provisions	17		1,752			1,318
Government grants	18		551			708
Contract liabilities			2,652			767
Total Current Liabilities			190,774			178,793
Total Liabilities			333,730			252,834
Total Equity and Liabilities			483,541			421,984

The accompanying notes form an integral part of these consolidated financial statements.

F-4

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021


(In thousand Euros except per share data)	Notes	December 31, 2023			December 31, 2022			December 31, 2021
Revenue	19		143,769			144,185			71,579
Changes in inventories and raw materials and consumables used	20		(95,503	)		(85,605	)		(44,253	)
Employee benefits	21		(81,236	)		(88,814	)		(29,666	)
Other operating expenses	20		(59,788	)		(91,555	)		(43,405	)
Amortization and depreciation	8, 9 and 10		(28,443	)		(18,890	)		(8,483	)
Net other income	20		14,260			1,844			656
Operating Loss			(106,941	)		(138,835	)		(53,572	)
Financial income	22		1,472			2,307			155
Financial expenses	22		(15,247	)		(7,998	)		(32,068	)
Change in fair value of derivative warrant liabilities	13		6,476			80,748			(68,953	)
Share listing expense			—			—			(72,172	)
Foreign exchange gains/(losses)	22		1,466			(3,618	)		1,026
Financial Results			(5,833	)		71,439			(172,012	)
Share of loss of equity-accounted investees	12		—			(330	)		—
Loss before Tax			(112,774	)		(67,726	)		(225,584	)
Income tax credit	24		703			4,926			1,807
Loss for the Year			(112,071	)		(62,800	)		(223,777	)
Attributable to:
Equity holders of the Company			(112,068	)		(62,800	)		(223,777	)
Non-controlling interest			(3	)		—			—
Earnings per share
Basic and diluted losses per share (euros per share)	23		(0.60	)		(0.38	)		(1.99	)
Loss for the Year			(112,071	)		(62,800	)		(223,777	)
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			(4,729	)		7,996			2,524
Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax			—			(9	)		—
Net other comprehensive (loss)/income that may be reclassified to profit or loss in subsequent periods			(4,729	)		7,987			2,524
Other comprehensive income/(loss) for the year			(4,729	)		7,987			2,524
Total comprehensive loss for the year			(116,800	)		(54,813	)		(221,253	)

The accompanying notes form an integral part of these consolidated financial statements.

F-5

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021


		Attributable to owners of the Company
													Foreign
										Other			currency						Non-
		Share		Share			Accumulated			equity			translation						controlling			Total
(In thousand Euros)	Notes	capital		premium			deficit			components			reserve			Total			interest			Equity
Balance at January 1, 2021			196		28,725			(20,119	)		3,353			77			12,232			—			12,232
Total comprehensive (loss)/income for the year
Loss for the year			—		—			(223,777	)		—			—			(223,777	)		—			(223,777	)
Other Comprehensive (loss)/income for the year			—		—			—			—			2,524			2,524			—			2,524
Total comprehensive income for the year			—		—			(223,777	)		—			2,524			(221,253	)		—			(221,253	)
Transactions with owners of the Company
Contributions of equity (PIPE financing)	16		1,332		94,528			—			—			—			95,860			—			95,860
Contributions of equity (Kensington Shareholders)	16		2,383		169,313			—			—			—			171,696			—			171,696
Contributions of equity (Wall Box Chargers Shareholders)	16		40,445		(40,445	)		—			—			—			—			—			—
Contributions of equity (Convertible bonds and others)	16		124		87,667			—			—			—			87,791			—			87,791
Issuance costs	16		—		(17,397	)		—			—			—			(17,397	)		—			(17,397	)
Share based payments	21		—		—			—			2,143			—			2,143			—			2,143
Total contributions and distributions			44,284		293,666			—			2,143			—			340,093			—			340,093
Total transactions with owners of the Company			44,284		293,666			(223,777	)		2,143			2,524			118,840			—			118,840
Balance at December 31, 2021			44,480		322,391			(243,896	)		5,496			2,601			131,072			—			131,072
Total comprehensive (loss)/income for the year
Loss for the year			—		—			(62,800	)		—			—			(62,800	)		—			(62,800	)
Other Comprehensive (loss)/income for the year			—		—			—			(9	)		7,996			7,987			—			7,987
Total comprehensive income for the year			—		—			(62,800	)		(9	)		7,996			(54,813	)		—			(54,813	)
Transactions with owners of the Company
Contribution of equity (Private placement)	16		981		40,745			—			—			—			41,726			—			41,726
Contribution of equity (Ares acquisition)	6		84		6,216			—			—			—			6,300			—			6,300
Contribution of equity (Electromaps acquisition)	13		20		1,480			—			—			—			1,500			—			1,500
Contribution of equity (Execution of options and warrants)	16		204		7,408			—			(1,291	)		—			6,321			—			6,321
Share based payments	21		—		—			—			34,837			—			34,837			—			34,837
Business Combinations to be settled in equity instruments	16		—		—			—			2,207			—			2,207			—			2,207
Total contributions and distributions			1,289		55,849			—			35,753			—			92,891			—			92,891
Total transactions with owners of the Company			1,289		55,849			(62,800	)		35,744			7,996			38,078			—			38,078
Balance at December 31, 2022			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 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)	16		3,503		70,739			—			—			—			74,242			—			74,242
Contribution of equity (Coil acquisition)	6		33		2,284			—			(2,317	)		—			—			—			—
Contribution of equity (ATM)	13		316		5,790			—			—			—			6,106			—			6,106
Contribution of equity (Execution of options and warrants)	16		731		24,562			—			(23,446	)		—			1,847			—			1,847
Share based payments	21		—		—			—			16,672			—			16,672			—			16,672
Business Combinations to be settled in equity instruments	16		—		—			—			—			—			—			—			—
Non-controlling interest on acquisition of subsidiary			—		—			—			—			—			—			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

The accompanying notes form an integral part of these consolidated financial statements.

F-6

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021


(In thousand Euros)	Notes	December 31, 2023			December 31, 2022			December 31, 2021
Cash flows from Operating Activities

Loss for the Year			(112,071	)		(62,800	)		(223,777	)
Adjustments for:
Amortization and depreciation	8, 9 and 10		28,443			18,890			8,483
Expected credit loss for trade and other receivables	13 and 20 B		1,893			3,873			479
Impairments of inventories	20 A		999			1,575			311
Impairments of financial assets	22		—			1,411			—
Fair value change of financial instruments	13		—			—			(60	)
Change in provisions	17		2,426			1,737			730
Government grants	18		(1,706	)		(718	)		(712	)
Financial income	22		(1,472	)		(2,307	)		(155	)
Financial expenses	22		15,247			6,743			32,067
Change in fair value of derivative warrant liabilities	13		(6,476	)		(80,748	)		68,954
Share listing expense	16		—			—			72,172
Exchange differences			(1,466	)		3,618			(1,026	)
Income tax credit	24		(703	)		(4,926	)		(1,807	)
Share based payments expense	21		16,672			32,625			2,455
Share of loss of equity accounted associates	12		—			330			—
Negative Goodwill	20		(11,166	)		—			—
Proceeds from government grants			6,329			479			233
Other paid			—			—			(59	)
Changes in
- inventories			23,553			(73,622	)		(20,556	)
- trade and other financial receivables			2,703			(11,801	)		(25,513	)
- other assets			1,227			7,297			(10,772	)
- trade and other financial payables			(30,417	)		21,723			28,552
- other non-current assets and liabilities			—			—			131
- contract liabilities			1,885			329			239

Net cash used in operating activities			(64,100	)		(136,292	)		(69,631	)
Cash flows from Investing Activities

Investment in equity-accounted investees	12		—			(714	)		—
Loans granted to equity-accounted investees	13		—			(140	)		(777	)
Acquisition of intangible assets	10		(32,178	)		(27,384	)		(19,633	)
Acquisition of property, plant and equipment	8		(12,236	)		(37,795	)		(10,704	)
Acquisition of financial assets at amortized costs	13		—			—			(247	)
Acquisition of financial assets at fair value through profit or loss	13		—			(12,450	)		(57,344	)
Other financial assets, net	13		—			—			(690	)
Proceeds from sale of intangible assets	10		—			—			58
Proceeds from sale of property, plant and equipment	8		—			—			80
Proceeds from sale of financial assets at amortized costs	13		—			—			117
Proceeds from sale of financial assets at fair value through profit or loss	13		248			64,994			813
Proceeds from sale of financial assets at fair value through other comprehensive income	13		—			—			30
Interest received	22		—			—			—
Acquisition of subsidiaries, net of cash acquired	6		(9,979	)		(470	)		—

Net cash used in investing activities			(54,145	)		(13,959	)		(88,297	)

The accompanying notes form an integral part of thes e consolidated financial statements.

F-7

WALLBOX N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021


(In thousand Euros)	Notes	December 31, 2023			December 31, 2022			December 31, 2021
Cash flows from Financing Activities

Proceeds from issuing equity instruments	16		—			—			—
Proceeds from issuing equity instruments (ATM)	16		6,106			—			—
Proceeds from issuing equity instruments (PIPE financing)	16		74,242			41,726			95,860
Proceeds from issuing equity instruments (Kensigton shares)	16		—			—			114,015
Issuance cost			—			—			(17,397	)
Proceeds from issuing equity instruments (Warrants conversions and others)	13 and 16		1,847			4,641			493
Purchase of share-based payments plan			—			—			(312	)
Proceeds from borrowings	13		—			—			124
Proceeds from loans	13		419,471			291,204			204,677
Proceeds from convertible bonds	13		—			—			34,550
Repayments of loans	13		(337,977	)		(218,902	)		(176,323	)
Repayments of related parties loans	13		—			(42	)		(87	)
Interest paid of convertible bonds	13		—			(223	)		(997	)
Payment of principal portion of lease liabilities	9		(2,809	)		(2,191	)		(828	)
Payment of interest on lease liabilities	9		(1,341	)		(1,267	)		(631	)
Payment of put option liabilities	6		—			—			(2,875	)
Interest and bank fees paid	22		(18,908	)		(3,199	)		(3,047	)
Other payments			—			—			(297	)

Net cash from financing activities			140,631			111,747			246,925

Net increase in cash and cash equivalents			22,386			(38,504	)		88,997
Cash and cash equivalents at beginning of year			83,308			113,865			22,338
Exchange gains/(losses)			(4,536	)		7,947			2,530

Cash and cash equivalents at 31 December			101,158			83,308			113,865

The accompanying notes form an integral part of these consolidated financial statements.

F-8

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 19 on Revenue, Note 7 on Segment reporting, and Note 25 on Group Information, respectively.

Wallbox is the Parent of the Group. The Group’s principal subsidiaries as of December 31, 2023, 2022 and 2021 are set out in Note 28. 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 March 19, 2024.

Refer to Note 5 for details of the Group’s significant accounting policies.

Disclosures in respect of the years ended December 31, 2022 and 2021 are presented as have been previously reported. In addition, certain immaterial amounts have been reclassified in the current year with no impact on the net loss for the year.

Going concern

The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that Wallbox will continue in operation for a period of at least one year after the date these financial statements are issued and contemplates the realization of assets and the settlement of liabilities in the normal course of business.

Wallbox has incurred net losses and significant cash outflows from cash used in operating activities during past years, as it has been investing significantly in the development of its electric vehicle charging products. During the fiscal year ended December 31, 2023, the Company incurred a consolidated net loss of Euros (112,071) thousand and net cash flows used in operations amounted to Euros (64,100) thousand. As of December 31, 2023, the Company had an accumulated deficit of Euros (420,195) thousand but a positive total equity balance of Euros 149,811 thousand. As of December 31, 2023, it had cash and cash equivalents of Euros 101,158 thousand.

In assessing the going concern basis of preparation of the consolidated financial statements, Wallbox had to estimate the expected cash flows for the next 12 months, including the compliance with covenants, the exercise of warrants and availability of other financial funding from banks.

Based on these estimations, management has assessed that Wallbox will be able to fund the expected cash outflows in the next 12 months. Although the expectation for the coming year is that the Company will continue to have net losses and make additional investments, the cash and funding availability is sufficient for more than the next 12 months from the issuance of these consolidated financial statements.

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:

F-9

WALLBOX N.V.

Notes to the consolidated financial statements

•

financial assets related to investment (see Note 13), which are measured at fair value through other comprehensive income (FVTOCI);

•

financial investments related to investment funds with financial institutions (see Note 13), which are measured at fair value through profit or loss (FVTPL); and

•

the derivative warrant liabilities (see Note 13) and the contingent consideration related to the business acquisitions (see Note 6), 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, 2023. 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.

•

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 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.

F-10

WALLBOX N.V.

Notes to the consolidated financial statements

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, 2023 the amount of capitalized development costs as carried on the consolidated statement of financial position amounts to Euros 66,408 thousand (2022: Euros 49,537 thousand) as further detailed in Note 10.

3. USE OF JUDGEMENTS AND ESTIMATES

We prepare our financial statements in accordance with IFRS, which requires management to make judgements, 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 judgement or complexity, and which have the most significant effect on the amounts recognized in the consolidated financial statements:

•

Going concern

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 judgements 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.

•

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 judgements about the allocation of goodwill to each cash generated 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.

There was no impairment of goodwill or non-current assets for the years ended December 31, 2023 and 2022. (Refer to Note 11).

•

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 judgements 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).

F-11

WALLBOX N.V.

Notes to the consolidated financial statements

•

Measurement of convertible bonds

At December 31, 2020, compound ﬁnancial instruments issued by Wall Box Chargers, S.L. comprised the convertible bonds issued during 2020 for an amount of Euros 25,880 thousand with a nominal interest rate of 8%. In addition, in the ﬁrst half of 2021, convertible bonds were issued for an amount of Euros 7,000 thousand with the same conditions as the bond issued in 2020. Also during the ﬁrst six months of 2021 Wall Box Chargers, S.L. issued a new convertible ﬁnancial instrument for an amount of Euros 27,550 thousand with a nominal interest rate of 5%.

These convertible bonds were denominated in Euros and could be converted to ordinary shares at the discretion of the holder.

The liability component of the ﬁrst two convertible bonds was initially recognized at the fair value of a similar liability that did not have an equity conversion option. The determination of this fair value was based on an estimated incremental rate which reﬂected the risk of the country where the company was located, the currency of payments, the speciﬁc risk of the sector and the Company’s particular situation, in order to determine the discount factor estimates needed to be made in respect of the risk-free rate, the country risk premium and the credit spread are considered.

The equity component was initially recognized as the difference between the fair value of the compound ﬁnancial instrument as a whole and the fair value of the liability component. The equity component at issue date was estimated to be nil as the fair value of the liability component was calculated to be close to the fair value of the compound ﬁnancial instrument as a whole.

Based on the analysis performed, Wall Box Chargers, S.L. concluded that the third convertible bond was a hybrid instrument that contained a non-derivative ﬁnancial instrument which comprised an obligation for the issuer to settle in cash or by a way of delivering a variable amount of its own equity instruments and embedded derivatives with different probabilities of contingent events occurring.

Therefore, Wall Box Chargers, S.L. chose to measure the hybrid contract at fair value through proﬁt or loss since its inception. The fair value at issue date was equal to the par value. Subsequently, the convertible bond was valued at fair value through proﬁt or loss. The fair value implies judgement in relation to whether the bond will convert or be paid in cash, the conversion price and the number of shares to be issued in exchange for the bonds. It was also estimated that a conversion would take place. The share price was estimated based on the company value included in the Business Combination Agreement with Kensington Capital Acquisition II which was signed on June 6, 2021.

The ﬁrst two convertible bonds (Euros 25,880 thousand and Euros 7,000 thousand) were recognized at amortized cost after the initial recognition.

The third convertible bond (Euros 27,550 thousand) was recognized at fair value until September 16, 2021, the date of conversion. The conversion of the convertible bonds lead to the issue of 147,443 Class A ordinary shares by Wallbox Chargers, S.L. with a par value of Euros 0.50 each and share premium.

•

Business combinations (including put options liabilities)

The Company 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 Company. In determining whether a particular set of activities and assets is a business, the Company assesses whether the set of assets and activities acquired includes, at a minimum, an input and a substantive process and whether the acquired set has the ability to produce outputs.

The Company determines and allocates the purchase price of an acquired business to the assets acquired and liabilities assumed as of the business combination date. The purchase price allocation process requires the Company to use significant estimates and assumptions with respect to the identification of assets previously not recognized, such as customer relationships, brand name and intangible assets, and the determination of the fair value of assets and liabilities acquired.

•

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.

F-12

WALLBOX N.V.

Notes to the consolidated financial statements

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.

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 21).

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 judgement. (See Note 21).

•

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, 2023 or December 31, 2022. The key area of judgement 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 24).

•

Critical judgements derived from the Business Combination Agreement and the Transaction

On October 1, 2021 (the “Closing Date”), Wallbox closed a business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated June 9, 2021, (the “Business Combination Agreement”), entered by and between Wallbox, Orion Merger Sub Corp., Kensington Capital Acquisition Corp. II, (hereinafter Kensington), and Wallbox Chargers.

The Group considered the following significant estimations and judgements associated with the Transaction:

Wallbox Chargers acquisition

From an accounting perspective, the contribution in kind of Wallbox Chargers and subsidiaries qualifies as a 'business combination involving entities or businesses under common control”, which is not in the scope of IFRS 3. IFRS has currently no guidance yet on how to account for these kind of transactions.

After analyzing all the factors involving the Transaction, and considering interpretations applied by other issuers in similar scenarios, management concluded that Wallbox N.V. could not be considered as a separate entity acting as an acquirer in a business combination (as it acts on behalf of the same shareholders of Wallbox Chargers, S.L.U.). Additionally, the economic substance of its incorporation and the holding of the shares of Wallbox Chargers, S.L.U. was intended only for a reorganization of the group with the sole purpose of realizing an IPO and attracting new investors.

F-13

WALLBOX N.V.

Notes to the consolidated financial statements

Consequently, management decided that Wallbox N.V. would recognize in its consolidated financial statements the net assets of Wallbox Chargers and its subsidiaries as per their previous carrying amounts (book value/pooling of interests (carry-over basis) method of accounting) and will apply this accounting treatment to similar transactions in the future.

In addition, Kensington was treated as the “acquired” company for financial reporting purposes and its net assets were recognized at historical cost, with no goodwill or other intangible assets recorded.

Acquisition of Kensington Acquisition Corp._II

The contribution in kind of Kensington was not within the scope of IFRS 3 as Kensington did not meet the deﬁnition of a business in accordance with IFRS 3.

Therefore, Wallbox did not acquire a business through the contribution in kind but accounted for the Kensington shares in accordance with IFRS 2 Share-based payments. Kensington was treated as the “acquired” company for ﬁnancial reporting purposes and its net assets were recognized at historical cost, with no goodwill or other intangible assets recorded.

As a result of this Transaction Kensington shareholders became shareholders of Wallbox,

Based on IFRS 2, and from an analysis of the transaction, it was considered that the excess of fair value of Wallbox shares issued over the fair value of Kensington’s identiﬁable net assets acquired represents compensation for the service of stock exchange listing for its shares and was expensed as incurred.

In this regard, Kensington’s net assets at the closing date amounted to USD 115,244 thousand or Euros 99,524 thousand plus the cash proceeds to be received from PIPE Investors amounting USD 111,000 thousand or Euros 95,860 thousand totaling Euros 195,384 thousand.

The fair value of the Wallbox Chargers business agreed between the independent parties involved in the Transaction amounted to USD 1,400,000 thousand (Euros 1,209,040 thousand) in accordance with the Business Combination Agreement. Therefore, based on an 18.1% equity interest in Wallbox issued to Kensington shareholders, the fair value of the Wallbox shares provided to the Kensington shareholders was estimated at Euros 267,556 thousand.

Consequently, the difference between the fair value of the Wallbox shares provided (Euros 267,556 thousand) and Kensington’s net assets (Euros 195,384 thousand), amounted to Euros 72,172 thousand, and was considered as a ﬁnance expense in the statement of proﬁt or loss of Wallbox at closing date, representing the value of the stock exchange listing services rendered by Kensington and its shareholders.

Following the guidance of IAS 8, when a transaction is not regulated by a standard, entities shall develop an accounting policy that results in relevant and reliable information. In this regard, the company has used the book value/pooling of interests (carry-over basis) method of accounting on the basis that the investment has simply been moved from one part of the group to another (i.e., a reorganization or capital reorganization). The chosen accounting policy must be applied consistently to all similar common control transactions. If the transaction does not have economic substance, then it must be recognized at book value.

Treatment of transaction costs

In accordance with IAS 32, Wallbox has analyzed the total costs incurred in the Transaction to determine which were incremental and directly attributable to the issue of new shares, and hence are to be deducted from equity directly rather than being expenses through proﬁt or loss.

Some costs have been considered 100% attributable to the issuance of the new shares in exchange for cash, while other costs incurred related to a combination of the issuance of new shares and obtaining the listing. For this latter group of costs, only the part that could be attributed to the issuance of new shares in exchange for cash are deducted from equity, which percentage was determined as the ratio of the number of new shares issued in exchange for cash compared to the total number of outstanding shares after the Transaction.

A total amount of Euros 17,397 thousand of incremental and directly attributable costs for the issuance of new shares has been deducted from share premium directly. Non-incremental and not directly attributable costs for the issuance of shares in the amount of Euros 8,046 thousand are expensed in proﬁt or loss.

•

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.

F-14

WALLBOX N.V.

Notes to the consolidated financial statements

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 has issued new warrants as part of the new facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) entered into in February 2023.

According to management’s assessment, the Public and Private Warrants and BBVA 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 13. 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 or loss (refer to Note 13).

Although these estimates made by the Company’s directors were based on the best information available on December 31, 2023, it is possible that events which might take place in the future would result in adjustments being necessary in future years.

4. NEW IFRS AND IFRIC NOT YET EFFECTIVE

Standards and interpretations effective during 2023 and those issued but not yet in force are detailed below:

Standard and interpretation effective as of January 1, 2023

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Insurance Contracts (IFRS 17)

•

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

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Definition of Accounting Estimates (Amendments to IAS 8)

•

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

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International tax reform – Pillar II Model rules (Amendment to IAS 12). The Group has applied the mandatory exception, but it is out of scope of Pillar Two as the Group revenue is less than Euro 750 million per year.

After an analysis of the standards and interpretations effective during 2023, we have concluded that we don’t expect any significant impacts on the current consolidated financial statements.

New standards, amendments and interpretations effective and endorsed as of January 1, 2024

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Classification of liabilities as current or non-current and Non-current liabilities with Covenants (Amendments to IAS 1)

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Lease liability in a Sale and Leaseback (Amendment to IFRS 16)

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Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

We do not expect that these standards will have a significant impact on the Group’s financial statements.

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 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.

F-15

WALLBOX N.V.

Notes to the consolidated financial statements

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.

v. Interests in equity-accounted investees

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Interests in associates and joint ventures are accounted for using the equity method. They are initially recognized at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases.

During 2023 the Company has sold its investment in FAWSN (Note 12) so, as of December 31, 2023 the Group has not any interests in equity-accounted investees.

vi. 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

F-16

WALLBOX N.V.

Notes to the consolidated financial statements

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.

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

F-17

WALLBOX N.V.

Notes to the consolidated financial statements

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.

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:

F-18

WALLBOX N.V.

Notes to the consolidated financial statements

•

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.

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.

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WALLBOX N.V.

Notes to the consolidated financial statements

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:

•

Raw materials: purchase cost on a first-in/first-out basis;

•

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.

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WALLBOX N.V.

Notes to the consolidated financial statements

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 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:

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WALLBOX N.V.

Notes to the consolidated financial statements

•

it is held within a business model whose objective is to hold assets to collect contractual cash flows; 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.

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;

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WALLBOX N.V.

Notes to the consolidated financial statements

•

terms that may adjust the contractual coupon rate, including variable-rate features;

•

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 13. 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

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WALLBOX N.V.

Notes to the consolidated financial statements

•

the Group neither transfers nor retains substantially all the risks and rewards of ownership and it does not retain control of the financial asset.

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.

For the convertible bonds issued in March 2020 and January 2021, their liability components were initially recognized at the fair value of a similar liability that did not have an equity conversion option. The determination of this fair value was based on an estimated incremental rate which reflected the risk of the country where the company is located, the currency of payments, the specific risk of the sector and the company’s particular situation. In order to determine the discount factor, estimates needed to be made in respect of the risk-free rate, the country risk premium, and the credit spread.

The equity component was initially recognized as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. The equity component at issue date was estimated to be nil as the fair value of the liability component was calculated to be close to the fair value of the compound financial instrument as a whole.

Subsequent to initial recognition, the liability component of the compound financial instrument was measured at amortized cost using the effective interest method. The equity component was not remeasured in the following periods. (See Note 13).

Regarding the convertible bond issued in April 2021, the Company concluded that it was a hybrid instrument that contained a non-derivative financial instrument which comprised an obligation for the issuer to settle in cash or by way of delivering a variable amount of its own equity instruments and embedded derivatives with different probabilities of contingent events occurring. The Company elected to measure the hybrid contract at fair value through profit or loss.

The convertible bonds issued in 2020 and 2021 were already converted into equity the prior year and no new bonds were issued during 2022. Hence, no convertible bonds are outstanding as at December 31, 2023 and December 31, 2022.

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WALLBOX N.V.

Notes to the consolidated financial statements

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.

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;

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WALLBOX N.V.

Notes to the consolidated financial statements

•

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

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) 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.

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WALLBOX N.V.

Notes to the consolidated financial statements

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.

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.

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WALLBOX N.V.

Notes to the consolidated financial statements

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.

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 21 – Employee benefits (share-based payment arrangements);

Note 13 – Financial assets and financial liabilities; and

Note 6 – Business combinations.

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.

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WALLBOX N.V.

Notes to the consolidated financial statements

S. Assets held for sale

An entity shall be classified as a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use.

For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable.

For the sale to be highly probable, the appropriate level of management must be committed to a plan to sell the asset (or disposal group), and an active process to locate a buyer and complete the plan must have been initiated. Further, the asset (or disposal group) must be actively marketed for sale at a price that is reasonable in relation to its current fair value. In addition, the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification and actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The probability of shareholders’ approval (if required in the jurisdiction) should be considered as part of the assessment of whether the sale is highly probable.

An entity that is committed to a sale plan involving loss of control of a subsidiary shall classify all the assets and liabilities of that subsidiary as held for sale, regardless of whether the entity will retain a non-controlling interest in its former subsidiary after the sale. An entity shall measure a non-current asset (or disposal group) classified as held for sale at the lower of its carrying amount and fair value less costs to sell.

6. BUSINESS COMBINATIONS AND CAPITAL REORGANIZATION

A- ABL Gmbh

On November 2, 2023, the Group acquired the operations, personnel and assets (which constitute a business) of ABL (Albert Buettner GmbH), incorporated in Germany, a pioneer in EV charging solutions in Germany, the largest EV market in Europe with more than two million EVs on the road. The total consideration for this transaction was Euros 24,972 thousand, and consisted of Euros 10,102 thousand of a cash payment in 2023, a fair value of the deferred payments for an amount of Euros 4,465 thousand, of which Euros 3,898 thousand remains outstanding as of December 31, 2023 and a put option liability of Euros 10,405 thousand. Under this transaction, on December 15, 2023, Wall Box Chargers entered into an investment and shareholders’ agreement with Greenmobility invest 2 GmbH (a German limited liability company (“GI2”), the majority indirect shareholders of ABL), pursuant to which GI2 acquired a 25.1% interest in the share capital of ABL. The Investment and Shareholders’ Agreement provides for a put and call option for GI2 and WBX SLU, respectively, that would provide the right to sell its shares to WBX SLU for cash and/or shares in the Company under the terms detailed in the Investment and Shareholders’ Agreement. The fair value of the put option liability has been estimated at Euros 10,405 thousand. These put and call rights may be exercised after ABL’s financial statements for the fiscal year ending December 31, 2024 are authorized for issuance.

Based on forecasted sales, Wallbox assumes that both parties will exercise their call and put rights under the agreement. Therefore, Wallbox has elected to apply a policy choice that allows it to recognize the acquisition of 100% of the interests in the subsidiary against the consideration paid, reflected by the financial liability derived from the put option. As a result, the Group does not recognize non-controlling interests.

The transaction accelerates Wallbox’s commercial business plan by enhancing the product and certification portfolio, including the German EV charging calibration-law (Eichrecht). Leveraging ABLs relationships, reputation, and experienced team, Wallbox can deliver a comprehensive suite of residential, commercial, and public charging hardware and energy management software in this attractive market. As well, Wallbox will benefit from reduced operational risk through reduced Capex and R&D spend, in addition to leveraging ABL’s in-house component manufacturing. These combined efforts will enable Wallbox to bring new products to market more quickly and efficiently, including Supernova and Hypernova DC fast chargers.

Details of the purchase consideration are as follows:


(In thousand Euros)
Purchase consideration:
Amount paid (in cash)			10,102
Deferred consideration (in cash)			4,465
Put option liability			10,405
Total			24,972

Assets and liabilities recognized at fair value as a result of the acquisition were as follows:

F-29

WALLBOX N.V.

Notes to the consolidated financial statements


(In thousand Euros)
Property, plant and equipment	18,322
Intangible assets	16,244
Right of use	13,014
Inventories	8,403
Trade and other financial receivables	679
Other assets	765
Cash and cash equivalents	690
Total Assets	58,117
Lease liabilities	(13,014	)
Deferred tax liabilities	(8,378	)
Trade and other financial payables	(562	)
Other liabilities	(25	)
Total Liabilities	(21,979	)
Identifiable net assets acquired	36,138
Purchase consideration	24,972
Negative Goodwill arising on acquisition (Note 20)	(11,166	)

As a consequence of the purchase consideration being lower than the fair value of the net assets acquired in this transaction, the Group has recognized a gain for an amount of Euros 11,166 thousand (Note 20).

The contribution in 2023 of the acquired business to the consolidated revenue was Euros 5,995 thousand, and the contribution to the consolidated net result for the year 2023 was a loss of Euros 2,888 thousand. If the business combination had taken place on January 1, 2023, the contribution to consolidated revenue and to the consolidated net result (losses) of the year 2023 would have amounted to Euros 9,605 thousand and Euros (2,370) thousand, respectively.

The costs related to the Business Combination during 2023 amounted to Euros 290 thousand.

B – AR Electronic Solutions, S.L.

On July 29, 2022, Wallbox Chargers, S.L.U. acquired 100% of shares of AR Electronics Solutions, S.L.U., incorporated in Spain, a provider of innovative printed circuit boards (PCBs). The total consideration for this transaction was Euros 10,035 thousand and consisted of a cash payment of Euros 4,200 thousand at the date of acquisition and the issuance of 700,777 Class A shares of Wallbox N.V., whose fair value is Euros 8.99 per share. In addition, there are three earn-out payments (contingent consideration) which total a maximum of Euros 1,000 thousand each, to be paid in 2023, 2024 and 2025 if certain conditions established in the acquisition contract are met. The earn-outs will be paid 50% in cash and the remaining 50% by Class A shares of Wallbox NV based on the actual share price at settlement date. Considering that contingent consideration will be paid to the sellers of AR Electronic Solutions S.L.U. that are currently employed by the group and the payment will be automatically forfeited if employment terminates, the contingent consideration was considered as remuneration for post combination services and was accounted for in accordance with IFRS 2 and IAS 19. The total amount of expenses recognized in the 2023 profit and loss in relation to this contingent consideration was Euro 1,293 thousand (2022: Euro 539 thousand). Additionally, the group granted 111,236 RSUs to the sellers as post-acquisition remuneration (See Note 21). Initially, the Company considered that the underlying required conditions will be completely achieved, as these conditions are aligned with the Group objectives.

The acquisition of AR Electronics Solutions, S.L.U. was expected to bring unique capabilities that further differentiate the Group’s technology while also improving the vertical integration of the Group. In a time where continued supply chain uncertainty persists, bringing this critical component in-house is a key differentiator for the transaction.

The goodwill recognized upon this acquisition was mainly made up of expected synergies from the combining operations, resulting in an overall improvement of the Group’s gross margin on the sales of chargers.

Details of the purchase consideration are as follows:


(In thousand Euros)
Purchase consideration:
Amount paid (in cash)	4,200
Deferred consideration (in shares)	6,300
Settlement of pre-existing trade receivables with the Group	(1,463	)
Settlement of pre-existing trade payables with the Group	998
Total	10,035

F-30

WALLBOX N.V.

Notes to the consolidated financial statements

Assets and liabilities recognized at fair value as a result of the acquisition were as follows:


(In thousand Euros)
Property, plant and equipment	1,567
Intangible assets	1,919
Right of use	1,224
Non-current financial assets	59
Inventories	6,891
Trade and other financial receivables	2,670
Cash and cash equivalents	5,078
Total Assets	19,408
Non-current loans and borrowings	(4,383	)
Lease liabilities	(988	)
Deferred tax liabilities	(1,086	)
Trade and other financial payables	(5,697	)
Current loans and borrowings	(2,790	)
Total Liabilities	(14,944	)
Identifiable net assets acquired	4,464
Purchase consideration	10,035
Goodwill arising on acquisition	5,571

The contribution in 2022 of the acquired business to the consolidated revenue was Euros 5,273 thousand, and the contribution to the consolidated net result for the year 2022 was a profit of Euros 850 thousand. If the business combination had taken place on January 1, 2022, the contribution to consolidated revenue and to the consolidated net result of the year 2022 would have amounted to Euros 9,561 thousand and Euros 3,350 thousand, respectively.

The costs related to the Business Combination during 2022 amounted to Euros 69 thousand and were recognized as operating expenses in the Consolidated Statement of Profit or Loss.

C – Coil, Inc.

On August 4, 2022, Wallbox USA, Inc. acquired 100% of the outstanding shares of Coil, Inc., incorporated in the United States of America, which is a provider of electrical installation services for EV charging, battery storage and electrical infrastructure in North America. The total consideration for this transaction was Euro 3,572 thousand and consisted of a cash payment of Euro 1,155 thousand at the date of acquisition and the issuance of 272,826 Class A shares of Wallbox N.V. in January 2023, whose fair value was Euros 8.09 per share. In addition, there is an earn-out payment (contingent consideration) of up to 304,350 Class A Shares if certain conditions established in the acquisition contract are met. This earn-out will be paid with Class A shares of Wallbox NV based on the share price at acquisition date. Considering that contingent consideration will be paid to current employees of the group and the payment will be automatically forfeited if employment terminates, the contingent consideration was considered as remuneration for post combination services and was accounted for in accordance with IFRS 2. Initially, the Company considered that the underlying required conditions will be completely achieved, as these conditions are aligned with the Group objectives. Additionally, the group granted 384,783 RSUs to the sellers as post-acquisition remuneration (See Note 21). The total amount of expenses recognized in the 2022 profit and loss is Euro 1,769 thousand. A convertible loan of USD 1,000 thousand was settled with the related noteholder and recognized at fair value in the Net assets at acquisition date for USD 2,000 thousand.

After one year of the transaction date, Coil has not achieved the required conditions for paying the contingent consideration, so the Group has reversed the earn out resulting in an income for an amount of Euros 744 thousand in the profit and loss of the year 2023.

The acquisition of Coil, Inc. will allow the Group to further enhance its service offerings to customers in residential and commercial settings, while also expanding into the rapidly growing DC Fast Charging installation market. The goodwill recognized upon this acquisition is mainly made up of expected synergies from the combining operations, resulting in an increase of the Group’s sale of (public) chargers in the US market.

Details of the purchase consideration are as follows:


(In thousand Euros)
Purchase consideration:
Amount paid (in cash)			1,155
To be paid in shares (Note 16)			2,417
Total			3,572

F-31

WALLBOX N.V.

Notes to the consolidated financial statements

Assets and liabilities recognized at fair value as a result of the acquisition were as follows:


(In thousand Euros)
Intangible assets	2,057
Inventories	142
Trade and other financial receivables	817
Cash and cash equivalents	97
Total Assets	3,113
Non-current Loans and borrowings	(2,195	)
Current Loans and borrowings	(71	)
Deferred tax liabilities	(438	)
Trade and other financial payables	(452	)
Total Liabilities	(3,156	)
Identifiable net assets acquired	(43	)
Purchase consideration	3,572
Goodwill arising on acquisition	3,615

The contribution in 2022 of the acquired business to the consolidated revenue was Euros 3,590 thousand, and contribution to the consolidated net result for the year was a loss of Euros 1,340 thousand. If the business combination had taken place at the January 1, 2022, the contribution to consolidated revenue and to the consolidated net loss of the year 2022 would have amounted to Euros 5,888 thousand and Euros 1,832 thousand, respectively.

The costs related to the Business Combination during 2022 amounted to Euros 84 thousand and were recognized as operating expenses in the Consolidated Statement of profit or loss.

D -Transaction with Wallbox Chargers and Kensington

The Business Combination Agreement was executed with the sole aim of performing an Initial Public Offering (IPO) to list on the New York Stock Exchange (NYSE) and integrating new investors and does not qualify as business combination under IFRS 3, as explained below. The execution of the following steps, as agreed between the parties, was involved in the Transaction:

Incorporating up Wallbox B.V. in the Netherlands on June 7, 2021;

Converting Wallbox Chargers convertible bonds into shares of Wallbox Chargers on September 16, 2021;

Converting Wallbox B.V. into Wallbox N.V.;

Reverse subsidiary merger between Orion Merger Sub Corp. with Kensington Capital Acquisition Corp. II (Kensington);

Share-for-share exchange of Wallbox Chargers shares into Wallbox N.V.;

Share-for-share exchange of Kensington shares into Wallbox N.V.;

PIPE investment;

Listing;

Steps c to g took place at the same time at the Closing date of October 1, 2021. Listing on the NYSE started on October 4, 2021. Regarding steps e to g, on the Closing Date of October 1, 2021:

Each outstanding Class A ordinary share of Wallbox Chargers, S.L.U. (including each such share resulting from the conversion of convertible bonds of Wallbox Chargers, S.L.U. prior to the Closing Date by the noteholders thereof), and each outstanding Class B ordinary share was exchanged by means of a contribution in kind in exchange for the issuance of a number of Class A Shares or Wallbox Class B Shares by Wallbox N.V., as applicable, determined in each case by reference to an “Exchange Ratio,” calculated in accordance with the Business Combination Agreement (240.990795184659). All Wallbox shareholders, other than Enric Asunción Escorsa and Eduard Castañeda, received Wallbox Class A Shares in the exchange. Both Enric Asunción Escorsa and Eduard Castañeda received Class B Shares in the share capital of Wallbox;

F-32

WALLBOX N.V.

Notes to the consolidated financial statements

ii.

each share of Kensington Class A Common Stock and Kensington Class B Common Stock outstanding immediately prior to the effective date of the merger with Orion Merger Sub Corp. (the “Merger Effective Time”) was converted into and become one share of new Kensington common stock, and each such share of new Kensington common stock was immediately thereafter exchanged by means of a contribution in kind in exchange for the issuance of Class A Shares of Wallbox N.V., whereby Wallbox N.V. issued one Class A Share for each share of new Kensington common stock exchanged;

iii.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement on September 29, 2021, Kensington and Wallbox N.V. entered into Subscription Agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe to, and Wallbox N.V. agreed to issue to such PIPE Investors, an aggregate of 11,100,000 Wallbox Class A Shares at USD 10.00 per share for gross proceeds of thousand USD 111,000 (the “PIPE Financing”) on the Closing Date.

Wallbox N.V. was incorporated on June 7, 2021 with ten shares, Euros 0.12 par value, with the sole aim of reorganizing the previous group headed by Wallbox Chargers, S.L.U. and executing the Business Combination Agreement to implement the IPO of shares (new and old shares) to be listed on the NYSE. Consequently, all the steps were designed as a single transaction with a single aim (listing Wallbox Chargers’ business on the NYSE and integrating new investors), and this purpose has been considered as the basis of the accounting treatment applied in order to present an accurate account of the transaction in Wallbox’s consolidated financial statements. In this regard, Wallbox N.V. became the parent of the group as per the contribution in kind of the shares of Wallbox Chargers and Kensington shares on October 1, 2021.

Wallbox Chargers acquisition

As per the Business Combination Agreement, Wallbox N.V. became the new parent of the Group as per a contribution in kind of the shares of Wallbox Chargers, S.L.U. on October 1, 2021.

From an accounting perspective, the contribution in kind of Wallbox Chargers and subsidiaries qualified as a ‘business combination involving entities or businesses under common control’ which are not in the scope of IFRS 3. IFRS currently has no guidance on how to account for transactions of this nature.

After analyzing all the factors involving the Transaction, management concluded that Wallbox N.V. could not be considered as a separate entity acting in its own right as an acquirer in a business combination (as it acts on the behalf of the same shareholders of Wallbox Chargers) and the economic substance of its incorporation and the holding of the shares of Wallbox Chargers was considered to be intended only for a reorganization of the group for the sole purpose of the IPO and the integration of new investors.

Acquisition of Kensington Acquisition Corp. II

The contribution in kind of Kensington was not within the scope of IFRS 3 as Kensington did not meet the definition of a business in accordance with IFRS 3.

Therefore, Wallbox did not acquire a business through the contribution in kind and accounted for the Kensington shares within the scope of IFRS 2 Share-based payments. Kensington was treated as the “acquired” company for financial reporting purposes and its net assets were recognized at historical cost, with no goodwill or other intangible assets recorded.

As a result of the Transaction, Kensington shareholders became shareholders of Wallbox.

In accordance with IFRS 2, the excess of fair value of Wallbox shares issued over the fair value of Kensington’s identifiable net assets acquired represented compensation for the service of a stock exchange listing for its shares and was expensed as incurred.

In this regard, the fair value of Kensington’s net assets at the closing date amounted to USD 115,244 thousand or Euros 99,524 thousand (comprised of cash and cash equivalents of Euros 114,015 thousand and derivative warrant liabilities of Euros 14,491 thousand) plus the cash proceeds received from PIPE Investors amounting to USD 111,000 thousand or Euros 95,860 thousand, totaling Euros 195,384 thousand.

F-33

WALLBOX N.V.

Notes to the consolidated financial statements

equity interest in Wallbox issued to Kensington shareholders, the fair value of the Wallbox shares exchanged in the transaction was estimated at Euros 267,556 thousand.

Consequently, the difference between the fair value of the Wallbox shares provided (Euros 267,556 thousand) and Kensington’s net assets (Euros 195,384 thousand), amounting to Euros 72,172 thousand, was recorded as a finance expense in the statement of profit or loss of Wallbox at the closing date, representing the value of the stock exchange listing services rendered by Kensington and its shareholders.

Comparative information

There is no approved guidance in IFRS regarding the presentation of comparatives when applying the pooling of interests method for business combinations between entities under common control.

Considering this lack of guidance and IAS 8, Management determined that Wallbox would restate its comparatives and adjust its current reporting period before the date of the transaction as if the combination has occurred at the start of the earliest period presented.

Wallbox has decided to present comparatives, as the consolidated financial statements of Wallbox are considered to be a continuation of those of Wallbox Chargers.

Consequently, Wallbox N.V. is considered the parent of the Group at January 1, 2019 and has included comparatives for the year ended December 31, 2020. From this date, Wallbox’s consolidated financial statements will be the continuation of those issued by Wallbox Chargers, recognizing the incorporation of Kensington as of October 1, 2021.

From January 1, 2020 and until October 1, 2021, the structure of Wallbox’s equity and net assets remained the same as that of Wallbox Chargers. On October 1, 2021, as a result of the share capital increases in Wallbox N.V. due to the legal contribution in kind of Wallbox Chargers and Kensington, certain adjustments were made to estimate the net equity and to present the share capital of Wallbox, considering that the Group’s losses for the period until September 30, 2021 include those for Wallbox N.V. as of its date of incorporation (June 7, 2021) and those for the WallBox Chargers Group from January 1, 2021 to September 30, 2021:


(In thousand Euros)	October 1, 2021
Share capital		44,430
Share premium		321,789
Loss for the period		(154,680	)
Other equity components		4,371
Foreign currency translation reserve		118
Total equity attributable to owners of the company		216,028

Treatment of transaction costs

In accordance with IAS 32, Wallbox analyzed the total costs incurred in the Transaction to determine which were incremental and directly attributable to the issuance of new shares, which would qualify to be deducted from equity directly rather than expensed through profit or loss.

Some costs were 100% attributable to the issuance of the new shares in exchange for cash, while other costs incurred were related to a combination of the issuance of new shares and obtaining the listing. For this latter group of costs, only the part that could be attributed to the issuance of new shares in exchange for cash was deducted from equity. The percentage for this allocation was determined as the ratio of the number of new shares issued in exchange for cash compared to the total number of outstanding shares after the Transaction.

A total amount of Euros 17,397 thousand (Note 16) of incremental and directly attributable costs for the issuance of new shares was deducted from share premium directly. Costs which are not incremental and directly attributable to the issuance of shares totaled Euros 8,046 thousand (Note 20) and were expensed in profit or loss.

Impact of the Transaction on earnings-per-share (the EPS)

The contribution in kind of the shares of Wallbox Chargers did not impact the number of ordinary shares and had no change in resources. Since Wallbox N.V. would be considered the parent of the Group at January 1, 2019 for comparison purposes, it was considered reasonable to apply the same Exchange Ratio of 240.990795184659 used at October 1, 2021.

F-34

WALLBOX N.V.

Notes to the consolidated financial statements

The contribution in kind of Kensington shares modified the number of ordinary shares with a corresponding change in resources (the net assets of Kensington were new in the Group and were considered a change in resources). Therefore, such new shares would impact the weighted average number of ordinary shares outstanding from October 1, 2021.

Consequently, the weighted average number of ordinary shares outstanding for basic and diluted EPS for the prior periods was as of December 31, 2020 as follows:


	December 31, 2020
Shares	Outstanding shares
Class A		280,737
Class B		111,381
Total		392,118
Shares for Basic EPS Wallbox Chargers		392,118
Exchange ratio		240.99
Adjusted number of shares		94,496,837

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.

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.

F-35

WALLBOX N.V.

Notes to the consolidated financial statements


	Year ended December 31, 2023
(In Thousand Euros)	EMEA			NORAM			APAC			Total segments			Consolidated adjustments and 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 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		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


	Year ended December 31, 2022
(In Thousand Euros)	EMEA			NORAM			APAC			Total segments			Consolidated adjustments and eliminations			Consolidated
Revenue from sales of goods		134,156			19,936			17			154,109			(17,737	)		136,372
Revenue from sales of services		5,989			3,616			397			10,002			(2,189	)		7,813
Changes in inventories and raw materials and consumables used		(88,104	)		(15,787	)		(16	)		(103,907	)		18,302			(85,605	)
Employee benefits		(74,895	)		(13,533	)		(386	)		(88,814	)		—			(88,814	)
Other operating expenses		(72,844	)		(21,026	)		(113	)		(93,983	)		2,428			(91,555	)
Amortization and depreciation		(17,058	)		(1,830	)		(2	)		(18,890	)		—			(18,890	)
Other income		1,508			335			1			1,844			—			1,844
Operating Loss		(111,248	)		(28,289	)		(102	)		(139,639	)		804			(138,835	)
Total Assets		515,796			155,529			60			671,385			(249,401	)		421,984
Total Liabilities		336,356			32,001			47			368,404			(115,570	)		252,834


	Year ended December 31, 2021
(In thousand Euros)	EMEA			NORAM			APAC			Total segments			Consolidated adjustments and eliminations			Consolidated
Revenue from sales of goods		71,378			4,687			—			76,065			(6,960	)		69,105
Revenue from sales of services		2,902			—			298			3,200			(726	)		2,474
Changes in inventories and raw materials and consumables used		(47,056	)		(3,345	)		(19	)		(50,420	)		6,167			(44,253	)
Employee benefits		(27,130	)		(2,309	)		(227	)		(29,666	)		—			(29,666	)
Other operating expenses		(42,273	)		(1,778	)		(63	)		(44,114	)		709			(43,405	)
Amortization and depreciation		(8,214	)		(268	)		(1	)		(8,483	)		—			(8,483	)
Other income/(expense)		962			(306	)		—			656			—			656
Operating Loss		(49,431	)		(3,319	)		(12	)		(52,762	)		(810	)		(53,572	)
Total Assets		343,320			128,312			84			471,716			(129,103	)		342,613
Total Liabilities		210,418			15,622			16			226,056			(14,515	)		211,541

Eliminations and unallocated items

There have been no significant transactions between segments for the years ended December 31, 2023, 2022 and 2021, 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.

F-36

WALLBOX N.V.

Notes to the consolidated financial statements

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 then 10% of the annual revenue are as follows:


	Year ended December 31,
(In thousand Euros)	2023			2022				2021
	Revenue		%	Revenue		%	Revenue		%
Country
Spain		29,590	21%		20,076	14%		6,910	10%
United States		22,268	15%		19,412	13%		4,713	7%
Italy		14,686	10%		14,927	10%		7,338	10%
Germany		9,111	6%		7,944	6%		12,034	17%
Other countries		68,114	47%		81,826	57%		40,584	57%
Total		143,769	100%		144,185	100%		71,579	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, 2022		12,623			2,646			9,167			838			25,274
Additions		7,105			1,542			27,443			172			36,262
Disposals		—			—			—			—			—
Business Combination		—			126			1,441			—			1,567
Transfers		640			18			180			(838	)		—
Depreciation for the year		(1,693	)		(525	)		(2,781	)		—			(4,999	)
Translation differences		—			2			(228	)		—			(226	)
Balance at December 31, 2022		18,675			3,809			35,222			172			57,878
Additions		807			220			6,887			1,192			9,106
Disposals		—			—			—			—			—
Business Combination		1,234			—			17,088			—			18,322
Transfers		363			(26	)		929			(1,266	)		—
Depreciation for the year		(1,984	)		(705	)		(5,765	)					(8,454	)
Translation differences		(31	)		(24	)		(614	)		—			(669	)
Balance at December 31, 2023		19,064			3,274			53,747			98			76,183
Cost
At December 31, 2021		13,084			3,061			9,871			838			26,854
At December 31, 2022		20,829			4,749			38,707			172			64,457
At December 31, 2023		23,202			4,919			62,997			98			91,216
Accumulated depreciation
At December 31, 2021		(460	)		(416	)		(704	)		—			(1,580	)
At December 31, 2022		(2,153	)		(941	)		(3,485	)		—			(6,579	)
At December 31, 2023		(4,137	)		(1,646	)		(9,250	)		—			(15,033	)

Additions to property, plant and equipment for 2023 totaling Euros 9,106 thousand mainly due to the acquisition of machinery and tools for manufacturing plants. Additions of property, plant and equipment for 2022 totaling Euros 36,262 thousand mainly due to leasehold improvements at the headquarters located in Barcelona and the investment in the new factory in Arlington, Texas, USA.

At December 31, 2023, additions to property, plant and equipment for which payment was still pending totaled Euros 5,849 thousand (Euros 8,979 thousand at December 31, 2022).

F-37

WALLBOX N.V.

Notes to the consolidated financial statements

The Group has items in use that were fully depreciated as of December 31, 2023 for an amount of Euros 85 thousand (Euros 0 thousand as of December 31, 2022).

Other information

The Group has obtained insurance policies that cover the carrying amount of its property, plant and equipment.

The commitments amount to Euros 775 thousand (Euros 3,318 thousand at December 31, 2022). 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.

The Group had no restrictions on the sale of its property, plant and equipment and no pledge exists on these assets at December 31, 2023 and 2022, except for the leasehold improvement which cannot be realized and which totals Euros 23,202 thousand at December 31, 2023 (Euros 20,829 thousand at December 31, 2022).

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, 2022		16,819			966			719			18,504
Additions		7,877			758			64			8,699
Business combinations (Note 6)		402			—			822			1,224
Depreciation for the year		(2,560	)		(527	)		(310	)		(3,397	)
Others		(553	)		—			—			(553	)
Translation differences		413			(2	)		—			411
Balance at December 31, 2022		22,398			1,195			1,295			24,888
Additions		272			522			592			1,386
Business combinations (Note 6)		9,387			547			3,080			13,014
Depreciation for the year		(2,561	)		(657	)		(590	)		(3,808	)
Others		245			—			—			245
Translation differences		(246	)		(56	)		—			(302	)
Balance at December 31, 2023		29,495			1,551			4,377			35,423

Main variation in 2023 is explained by the additions of ABL’s Group leases. These mainly refer to a couple of production and storage facilities and some production machinery. Additions in 2022 primarily related to the facility in Arlington, Texas (USA) with a lease term of 10 years.

F-38

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, 2022		18,115			968			626			19,709
Additions to liabilities		7,783			663			71			8,517
Business combinations (Note 6)		402			—			586			988
Interest on lease liabilities		1,210			40			17			1,267
Lease payments		(2,322	)		(492	)		(315	)		(3,129	)
Others		(340	)		—			—			(340	)
Translation differences		289			—			—			289
Balance at December 31, 2022		25,137			1,179			985			27,301
Additions to liabilities		272			522			592			1,386
Business combinations (Note 6)		9,387			547			3,080			13,014
Interest on lease liabilities		1,230			41			70			1,341
Lease payments		(2,742	)		(681	)		(727	)		(4,150	)
Others		245			—			—			245
Translation differences		(66	)		(94	)		—			(160	)
Balance at December 31, 2023		33,463			1,514			4,000			38,977

An analysis of the contractual maturity of lease liabilities, including future interest payable, is as follows:


(In thousand Euros)	December 31, 2023		December 31, 2022		December 31, 2021
6 months or less		3,491		1,892		1,189
6 months to 1 year		3,339		1,952		1,223
From 1 to 2 years		5,760		3,879		2,371
From 2 to 5 years		13,925		9,844		6,713
More than 5 years		25,020		17,820		15,320
Total		51,535		35,387		26,816

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)	2023		2022		2021
Interest on lease liabilities (see note 22)		1,341		1,267		631
Expenses relating to short-term and low value leases (see note 20)		2,314		3,454		567

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.

F-39

WALLBOX N.V.

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 customer relationships			Development costs			Other			Total
Balance at January 1, 2022		4,843			831			31,514			122			37,310
Additions		2,409			4			26,807			845			30,065
Disposals		—			—			—			—			—
Business Combination (Note 6)		350			3,613			—			—			3,963
Transfers		—			—			123			(123	)		—
Amortization for the year		(1,223	)		(363	)		(8,908	)		—			(10,494	)
Translation differences		(2	)		(43	)		1			—			(44	)
Balance at December 31, 2022		6,377			4,042			49,537			844			60,800
Additions		3,413			68			28,478			1,327			33,285
Disposals		—			—			—			—			—
Business Combination (Note 6)		—			16,144			100			—			16,244
Transfers		—			—			2,171			(2,171	)		—
Amortization for the year		(1,538	)		(807	)		(13,848	)		—			(16,194	)
Translation differences		(1	)		(57	)		(29	)		—			(87	)
Balance at December 31, 2023		8,251			19,390			66,408			—			94,049
Cost
At December 31, 2021		6,020			1,004			37,646			122			44,792
At December 31, 2022		8,777			4,578			64,577			844			78,776
At December 31, 2023		12,189			20,733			95,297			—			128,218
Accumulated amortization
At December 31, 2021		(1,177	)		(173	)		(6,132	)		—			(7,482	)
At December 31, 2022		(2,400	)		(536	)		(15,040	)		—			(17,976	)
At December 31, 2023		(3,938	)		(1,343	)		(28,888	)		—			(34,170	)

During 2023, the Group made investments in several development projects, consisting of payroll expenses and other costs totaling Euros 28,478 thousand (Euros 26,807 thousand in 2022), for which the associated development expenditures met the requirements for capitalization.

Trademarks, industrial property and customer relationships includes trademarks for an amount of Euros 13,205 thousand (Euros 816 thousand in 2022), customer relationships totalling Euros 2,754 thousand (Euros 3,226 thousand in 2022) and industrial properties for an amount of Euros 3,431 thousand (Euros 0 thousand in 2022).

The total additions of internally developed intangibles (Development Costs and Software) were Euros 26,182 thousand (Euros 20,204 thousand in 2022) corresponds to the capitalization carried out by the Group in relation to the product development process, specially for the DC product under the names of Quasar and Supernova, AC product under the names of Pulsar, Cooper and Commander and MyWallbox software.

The average remaining amortization term for these assets is between 3 and 5 years.

Additions of patents, licenses and similar, and computer software totaled Euros 3,481 thousand (Euros 2,413 thousand in 2022) 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.

The Group has items in use that were fully depreciated as of December 31, 2023 for an amount of Euros 880 thousand, as compared to Euros 0 thousand as of December 31, 2022.

F-40

WALLBOX N.V.

Notes to the consolidated financial statements

At December 31, 2023, additions of intangible assets for which payment was still pending totaled Euros 1,952 thousand (Euros 845 thousand at December 31, 2022). The Group has no restrictions on the realizability of its intangible assets and no pledge exists on these assets as of December 31, 2023 and 2022.

At December 31, 2023, there are commitments for the acquisition of intangible assets for Euros 1,127 thousand (Euros 1,728 thousand at December 31, 2022).

b) Goodwill

The Goodwill breakdown by CGU as of December 31, 2023 and December 31, 2022 is as follows:


(In thousand Euros)	ARES		Coil		Nordics		Electromaps/ Software		Total
2023		4,424		3,101		2,403		3,457		13,385
2022		5,571		3,503		2,570		3,457		15,101

The change in the carrying amount of goodwill corresponds to the exchange differences from the Nordics and Coil business combination.

11. IMPAIRMENT TESTING OF GOODWILL

For impairment testing purposes, goodwill acquired through business combinations is allocated to the following CGUs: Nordics, Electromaps/Software, AR Electronic Solutions, S.L.U. and Coil, Inc.

The Group performed its annual impairment testing as of December 31, 2023 and 2022.

Nordics

Nordics is the cash-generating unit focused on the development of the electric charger market for the Group in Scandinavia, capitalizing on the existing customer base and institutional experience obtained as the installation provider of Intelligent Solutions. The recoverable amount of the Nordics CGU has been determined based on a value in use calculation, which utilized cash flow projections covering a five-year period, based on 2024 financial budget approved by senior management.

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 15.07% (2022: 14.87%), and cash flows beyond the five-year period are extrapolated using a 1.5% (2022: 1.5%) 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 in 2024 and the terminal growth value resulting from it.

Key assumptions utilized in the value in use calculation, and a corresponding sensitivity analysis to demonstrate the impact of changes in assumptions for this unit, are as follows:

•

Revenue and EBITDA:

In the Nordics countries, 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 2024-2028 period). 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.

F-41

WALLBOX N.V.

Notes to the consolidated financial statements

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 17.07% (i.e., +2%) would not result in impairment, given the existing headroom.

•

Growth rates used to extrapolate cash flows beyond the forecast period:

A reduction of this rate to 0.75% would not result in impairment, given the existing headroom.

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 2024 financial budget approved by senior management.

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 17.1% (2022: 19.60%). and cash flows beyond the five-year period are extrapolated using a 2% (2022: 1.5%) 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, and a corresponding sensitivity analysis to demonstrate the impact of changes in assumptions for this unit, 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.

•

Gross margins:

Gross margins are based on average values achieved in the most recent quarters preceding the beginning of the budget period and based on peers in the software business. The gross margins for this CGU are currently around 32% and are forecasted to increase in the future to reach approximately 55% due to a change in the revenue mix.

•

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.

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated based on publicly available market data.

Based on the impairment test performed no impairment is needed.

A rise in the unit’s pre-tax discount rate to 19.10% (i.e., +2%) would not result in an impairment, given the existing significant headroom.

F-42

WALLBOX N.V.

Notes to the consolidated financial statements

•

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 2024 financial budget approved by senior management. 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 11.9% (2022: 11.22%), and cash flows beyond the five-year period are extrapolated using a 2% growth rate (2022: 1.5%). As a result of this analysis, no impairment has been recognized.

Key assumptions utilized in the value in use calculation, and a corresponding sensitivity analysis to demonstrate the impact of changes in assumptions for this unit, are as follows:

•

Revenue and EBITDA:

In the ARES business, we have considered an increase in revenue aligned with increase in revenue for the overall Wallbox Group. 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:

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated annually based on publicly available market data.

A rise in the unit’s pre-tax discount rate to 13.9% (i.e., +2%) would not result in impairment, given the existing headroom.

•

Growth rates used to extrapolate cash flows beyond the forecast period:

A reduction of this rate to 0.75% would not result in impairment, given the existing headroom.

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 2024 financial budget approved by senior management.

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 16.84% (2022:24.50%), and cash flows beyond the five-year period are extrapolated using a 1.5% growth rate. As a result of this analysis, no impairment has been recognized.

Key assumptions utilized in the value in use calculation, and a corresponding sensitivity analysis to demonstrate the impact of changes in assumptions for this unit, are as follows:

F-43

WALLBOX N.V.

Notes to the consolidated financial statements

•

Revenue and EBITDA:

In the Coil business, we have considered an increase in revenue aligned with increase in revenue for the overall Wallbox Group. Also, in terms of EBITDA we have considered increases of EBITDA aligned with the level of activity forecasted.

•

Discount rates:

Business-specific risk is incorporated by applying individual beta factors. The beta factors have been evaluated annually based on publicly available market data.

A rise in the unit’s pre-tax discount rate to 18.84% (i.e., +2%) would not result in impairment, given the existing headroom.

•

Growth rates used to extrapolate cash flows beyond the forecast period:

A reduction of this rate to 0.75% would not result in impairment, given the existing headroom.

12. EQUITY-ACCOUNTED INVESTEES

Joint venture

Wallbox-Fawsn New Energy Vehicle Charging Technology (Suzhou) Co., Ltd. was a joint venture incorporated on June 15, 2019, over which the Group had joint control and a 50% interest. On May 24, 2023, the Group sold its 50% interest in the joint venture for a consideration of Euros 390 thousand, of which, an amount of Euros 94 thousand is expected to be collected within the next twelve months, with the remainder being a non-current receivable. As of December 31, 2022, this investment was classified as an asset held for sale for an amount of Euros 384 thousand.

13. 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, is as follows:

A. Current and non-current financial assets

F-44

WALLBOX N.V.

Notes to the consolidated financial statements


	December 31, 2023				December 31, 2022
(In thousand Euros)	Non-current		Current		Non-current		Current
Customer sales and services		—		43,258		—		39,797
Other receivables		—		140		—		16
Loans to employees		180		18		—		14

Trade and other financial receivables		180		43,416		—		39,827

Loans granted to Joint Venture						—		—
Guarantee deposit		1,341		—		1,133		—

Non-current financial assets		1,341		—		1,133		—

Guarantee deposit		—		82		—		560
Financial investments		—		5,728		—		5,397

Other current financial assets		—		5,810		—		5,957


Total		1,521		49,226		1,133		45,784

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, except as mentioned in Note 13C.

The amount repayable under the factoring agreement is presented as secured borrowing. 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, 2023, other current financial assets include financial investments, such as investment funds in financial institutions, totaling Euros 5,728 thousand (Euros 5,397 thousand at December 31, 2022).

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, 2023 and 2022.

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.

The total expense recognized in profit or loss 2023 was Euros 1,893 thousand and Euros 3,873 thousand during 2022. This amount includes Euros 581 thousand corresponding mainly due to the impact of final uncollectible balances (2022: Euros 0 thousand). The allowance for doubtful debts provision as of December 31, 2023 estimated based on the expected credit loss, was Euros 1,536 thousand, as compared to Euros 1,656 thousand as of December 31, 2022, for amounts outstanding less than 180 days as at reporting date. Additionally, the Company has recognized as of December 31, 2023, a bad debt provision for amounts outstanding 180 days or longer for Euros 4,836 thousand, as compared to Euros 3,404 thousand as at December 31, 2022, which has been calculated taking into account specific accounts receivable considered doubtful.

The expected loss rates are based on the Group’s historical credit losses.

F-45

WALLBOX N.V.

Notes to the consolidated financial statements

C. Financial assets by class and category


	December 31, 2023
(In thousand Euros)	Financial assets measured at amortized cost		Financial assets measured at FTVPL		Financial assets measured at FVTOCI		Total
Customer sales and services		43,258		—		—		43,258
Other receivables		140		—		—		140
Loans to employees		198		—		—		198
Trade and other financial receivables		43,596		—		—		43,596
Guarantee deposit		1,341		—		—		1,341
Non-current financial assets		1,341		—		—		1,341
Guarantee deposit		82		—		—		82
Financial investments		302		5,187		239		5,728
Other current financial assets		384		5,187		239		5,810
Total		45,321		5,187		239		50,747


	December 31, 2022
(In thousand Euros)	Financial assets measured at amortized cost		Financial assets measured at FTVPL		Financial assets measured at FVTOCI		Total
Customer sales and services		39,797		—		—		39,797
Other receivables		16		—		—		16
Loans to employees		14		—		—		14

Trade and other financial receivables		39,827		—		—		39,827

Guarantee deposit		1,133		—		—		1,133

Non-current financial assets		1,133		—		—		1,133

Guarantee deposit		560		—		—		560
Financial investments		128		5,030		239		5,397

Other current financial assets		688		5,030		239		5,957


Total		41,648		5,030		239		46,917

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.

Financial liabilities

Loans and borrowings

F-46

WALLBOX N.V.

Notes to the consolidated financial statements


	December 31, 2023				December 31, 2022
(In thousand Euros)	Non- current		Current		Non- current		Current
Loans		80,861		32,037		44,359		5,853
Working capital lines of credit and others		—		94,459		—		83,415
Loans and borrowings		80,861		126,496		44,359		89,268
Derivative warrant liabilities		—		3,119		—		5,834
Lease liabilities (see note 9)		34,063		4,914		24,657		2,644


Total		114,924		134,529		69,016		97,746

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, 2023, the Group had credit lines and other financing products of Euros 130,670 thousand (Euros 120,220 thousand at December 31, 2022), of which a total of Euros 94,442 thousand has been drawn down (Euros 81,920 thousand at December 31, 2022). In addition to the aforementioned financing products, the company engages in non-recourse factoring with a limit of Euro 12,000 thousand at December 31, 2023, of which Euro 1,630 thousand have been disposed.

Interest expense on bank loans was Euros 13,791 thousand at December 31, 2023 (Euros 3,711 thousand at December 31, 2022) (See Note 22). At December 31, 2023, accrued interest payable was Euros 204 thousand (Euros 128 thousand at December 31, 2022).

The group has loans which require compliance with certain financial covenants. On December 31, 2023, the Group achieved these financial covenants or has obtained the corresponding waiver issued by the bank, except for 2 loans totalling Euros 9.783 thousand which have been classified as a short term loan. However at 16 February 2024 the Group has received a waiver from the bank, confirming that they will not execute this clause of early payment for these loans.

Details of the maturities, by year, of the principal and interest of the loans and borrowings as of December 31, 2023 and December 31, 2022, are as follows:


(In thousand Euros)	December 31, 2023		December 31, 2022
2023		—		92,581
2024		136,179		14,851
2025		31,317		12,741
2026		26,379		9,460
2027		17,699		7,780
2028		12,831		3,725
More than five years		4,784		3,713

Total		229,189		144,851

Details of loans and borrowings at December 31, 2023 and 2022 are as follows:

F-47

WALLBOX N.V.

Notes to the consolidated financial statements


(In thousand Euros)		December 31, 2023
Company	Currency	Less than 1 year		1 to 3 years		Over 3 years		Total
Bank loans
Fixed rate loan	EUR		19,927		4,914		429		25,270
Floating rate loan	EUR		98,149		6,201		10,274		114,624
Covenant Loan	EUR		8,270		36,818		19,719		64,807


Total			126,346		47,933		30,422		204,701

Borrowings
Fixed rate loan	EUR		150		459		2,047		2,656

Total			150		459		2,047		2,656

Total			126,496		48,392		32,469		207,357


(In thousand Euros)		December 31, 2022
Company	Currency	Less than 1 year		1 to 3 years		Over 3 years		Total
Bank loans
Fixed rate loan	EUR		13,135		11,694		5,376		30,205
Floating rate loan	EUR		75,353		4,240		9,478		89,071
Covenant Loan	EUR		609		6,197		5,625		12,431

Total			89,097		22,131		20,479		131,707

Borrowings
Fixed rate loan	EUR		171		384		1,365		1,920

Total			171		384		1,365		1,920

Total			89,268		22,515		21,844		133,627

As of December 31, 2023, the Group had loans at variable interest rates referenced to Euribor plus a differential between 3% and 8% and at fixed interest rates that range between 0% and 5.67%, respectively, compared to variable rates referenced to Euribor plus a differential between 3% and 6.79% and fixed rates between 0% and 6.32%, respectively, during fiscal year ended December 31, 2022.

Borrowings

At December 31, 2023, loans from a Government entity (CDTI) was outstanding for Euros 2,656 thousand (Euros 1,920 thousand at December 31, 2022).

B. Derivative warrant liabilities

As mentioned in Note 6, as part of the Transaction, 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 0.12 par value, at an exercise price of USD 11.50.

Private Warrants, on a cash-less basis, entitle their holder to convert the warrants into a number of Wallbox Class A ordinary shares, Euros 0.12 par value, 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 11.50 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.

F-48

WALLBOX N.V.

Notes to the consolidated financial statements

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.

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.

Movement in the derivative warrant liabilities for the year ended December 31, 2023 and 2022 is summarized as follows:


	Public Warrant						Private Warrant						BBVA Warrant					Total
	Number of warrants			Thousand Euros			Number of warrants			Thousand Euros			Number of warrants		Thousand Euros			Number of warrants			Thousand Euros
At December 31, 2021		5,705,972			24,887			8,933,333			58,365			—		—			14,639,305			83,252
Public and Private Warrants exercised on January 11, 2022		(141,808	)		(472	)		(50,000	)		(276	)		—		—			(191,808	)		(748	)
Public Warrants exercised on February 1, 2022		(304,635	)		(933	)		—			—			—		—			(304,635	)		(933	)
Public Warrants exercised on March 23, 2022		(22	)		(1	)		—			—			—		—			(22	)		(1	)
Public Warrants exercised on October 10, 2022		(1	)		—			—			—			—		—			(1	)		-
Change in fair value of derivative warrant liabilities		—			(22,730	)		—			(58,018	)		—		—			—			(80,748	)
Exchange differences		—			1,419			—			3,593			—		—			—			5,012

At December 31, 2022		5,259,506			2,170			8,883,333			3,664			-		-			14,142,839			5,834

Warrants issuance		—			—			—			—			1,007,894		3,893			1,007,894			3,893
Change in fair value of derivative warrant liabilities		—			(1,440	)		—			(2,433	)		—		(2,603	)		—			(6,476	)
Exchange differences		—			(17	)		—			(29	)		—		(86	)		—			(132	)
At December 31, 2023		5,259,506			713			8,883,333			1,202			1,007,894		1,204			15,150,733			3,119

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).

Public Warrants are listed and have been measured at fair value using the quoted price (Level 1). As of December 31, 2023, the fair value of the Public and Private Warrants was USD 0.15 (2022: USD 0.44) based on the public quote of Public Warrants. The fair value of the BBVA Warrants was USD 1.32 based on a Black-Scholes valuation methodology for options and warrants.

F-49

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 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


(In thousand Euros)	Loans and borrowings			Derivative warrant liabilities			Lease liabilities			Total
Balance at January 1, 2022		51,345			83,252			19,710			154,307

Proceeds from loans		291,204			—			—			291,204
Proceeds from warrants (Public and Private)		—			4,625			—			4,625
Principal paid on lease liabilities		—			—			(2,191	)		(2,191	)
Interest paid on lease liabilities		—			—			(1,267	)		(1,267	)
Repayments of loans		(218,902	)		—			—			(218,902	)
Repayments of borrowings		(42	)		—			—			(42	)
Interest and bank fees paid		(3,199	)		—			—			(3,199	)
Interest paid on convertible bonds		(223	)		—			—			(223	)

Total changes from financing cash flows		68,838			4,625			(3,458	)		70,005

The effect of changes in foreign exchange rates		46			5,011			278			5,335

Change in fair value of derivative warrant liabilities		—			(80,748	)		—			(80,748	)
New leases		—			—			8,517			8,517
Governmental loan receivable		248			—			—			248
Public Warrants exercised		—			(6,306	)		—			(6,306	)
Business combinations		9,439			—			988			10,427
Interest and bank fees expenses		3,711			—			1,266			4,977

Total liability-related other changes		13,398			(87,054	)		10,771			(62,885	)

Balance at December 31, 2022		133,627			5,834			27,301			166,762

F-50

WALLBOX N.V.

Notes to the consolidated financial statements


(In thousand Euros)	Loans and borrowings			Derivative warrant liabilities			Lease liabilities			Convertible bonds			Total
Balance at January 1, 2021		22,372			—			4,117			26,146			52,635
Proceeds from loans		204,677			—			—			—			204,677
Proceeds from borrowings		124			—			—			—			124
Proceeds from warrants (Public and Private)		—			—			—			—			—
Proceeds from convertible bonds		—			—			—			34,550			34,550
Principal paid on lease liabilities		—			—			(828	)		—			(828	)
Interest paid on lease liabilities		—			—			(631	)		—			(631	)
Repayments of loans		(176,324	)		—			—			—			(176,324	)
Repayments of borrowings		(87	)		—			—			—			(87	)
Interest and bank fees paid		(3,047	)		—			—			—			(3,047	)
Interest paid on convertible bonds		—			—			—			(997	)		(997	)
Other payments		(297	)		—			—			—			(297	)
Total changes from financing cash flows		25,046			—			(1,459	)		33,553			57,140
The effect of changes in foreign exchange rates		—			—			(2	)		—			(2	)
Issuance of Public and Private Warrants on Transaction date		—			14,491			—			—			14,491
Public Warrants exercised		—			(193	)		—			—			(193	)
Change in fair value of derivative warrant liabilities		—			68,954			—			—			68,954
Valuation of convertible bonds		—			—			—			25,491			25,491
Redemption of convertible bonds and convertible note		—			—			—			(87,105	)		(87,105	)
New leases		—			—			16,423			—			16,423
Interest accrual		470			—			—			(470	)		—
Governmental loan receivable		365			—			—			—			365
Interest and bank fees expenses		3,092			—			631			2,385			6,108

Total liability-related other changes		3,927			83,252			17,054			(59,699	)		44,534
Balance at December 31, 2021		51,345			83,252			19,710			—			154,307

Trade and other payables

Details of trade and other payables at December 31, 2023 and 2022 are as follows:


(In thousand Euros)	December 31, 2023		December 31, 2022
Suppliers		36,538		65,830
Personnel (salaries payable)		5,843		5,351
Customer advances		2,700		68
Total		45,081		71,249

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.

14. INVENTORIES

Details of inventories at December 31, 2023 and 2022 are as follows:


(In thousand Euros)	December 31, 2023		December 31, 2022
Raw materials		41,066		47,668
Semi-finished goods		31,623		31,195
Finished goods		19,789		27,706
Total		92,478		106,569

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 2023 and 2022. Advance payments for the acquisition of inventories at December 31, 2023 were Euros 4,357 thousand (Euros 3,031 thousand at December 31, 2022).

Based on current information, the group has booked an inventory provision of Euros 2,885 thousand at December 31, 2023 to cover the impact of slow-moving and obsolete inventories (Euros 1,886 thousand at December 31, 2022). (See Note 20).

F-51

WALLBOX N.V.

Notes to the consolidated financial statements

15. CASH AND CASH EQUIVALENTS

Detail of cash and equivalents at December 31, 2023 and 2022 are as follows:


(In thousand Euros)	December 31, 2023		December 31, 2022
Cash		17		3
Banks and other credit institutions		28,786		18,873
Banks and other credit institutions, foreign currency		35,441		63,623
Other cash equivalents		36,914		809
Total		101,158		83,308

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, 2023		December 31, 2022
USD		30,686		63,109
GBP		3,356		237
NOK		29		44
SEK		1,024		125
DKK		346		108
Total		35,441		63,623

Significant non-cash transactions from investing and financing activities are as follows:


(In thousand Euros)	December 31, 2023			December 31, 2022
Fair value changes in derivative warrant liabilities (Note 13)		(6,476	)		(80,748	)
Addition of lease liabilities (Note 9)		1,386			8,517
Issuance of shares for the acquisition of a significant non-cash investing activity (ARES)		—			6,300
Issuance of shares for the acquisition of a significant non-cash investing activity (Electromaps)		—			1,500
Issuance of shares for the acquisition of a significant non-cash investing activity (Coil)		2,317			—

16. 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, 2023
Class A shares of euro 0.12 nominal value each		187,890,468		22,549
Class B shares of euro 1.20 nominal value each		22,250,793		26,701
Class C shares of euro 1.08 nominal value each		1,020,000		1,102
Total		211,161,261		50,352


(In thousand Euros)	Total Shares		Share capital
December 31, 2022
Class A shares of euro 0.12 nominal value each		148,900,355		17,868
Class B shares of euro 1.20 nominal value each		23,250,793		27,901
Total		172,151,148		45,769

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.

F-52

WALLBOX N.V.

Notes to the consolidated financial statements

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, 2023	Shares (number)		Nominal (Euros)		Share Capital (in thousand Euros)
Class A		401,020,000		0.12		48,122
Class B		48,980,000		1.20		58,776
Conversion shares		1,020,002		1.08		1,102
Total		451,020,002				108,000



December 31, 2022	Shares (number)		Nominal (Euros)		Share Capital (in thousand Euros)
Class A		400,000,000		0.12		48,000
Class B		50,000,000		1.20		60,000
Conversion shares		2		1.08		—
Total		450,000,002				108,000

Movement of share capital and share premium are as follows:


	Shares (number)		Price per Share (Euros)		Share Capital (In thousand Euros)		Share Premium (In thousand Euros)
At December 31, 2022		172,151,148				45,769		378,240
January 2023: Stock option plan execution (MSOP/ESOP) (Class A shares)		140,594		0.12		17		622
January 2023: Payment in shares Coil acquisition (MSOP/ESOP) (Class A shares)		272,826		0.12		33		2,284
February 2023: Stock option plan execution (MSOP/ESOP) (Class A shares)		168,085		0.12		20		113
March 2023: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		141,071		0.12		17		437
March 2023: Founder warrants execution (Class B shares)		20,000		1.20		24		173
March 2023: Change Cass B shares into Class A shares and Class C shares		20,000		—		—		—
April 2023: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		569,745		0.12		69		6,313
April 2023: Capital increase (ATM) (Class A shares)		175,586		0.12		21		390
May 2023: Stock option plan execution (MSOP/ESOP) (Class A shares)		181,144		0.12		22		648
May 2023: Capital increase (ATM) (Class A shares)		2,312,313		0.12		278		5,465
June 2023: Stock option plan execution (MSOP/ESOP/RSU/ESPP) (Class A shares)		660,045		0.12		79		2,068
June 2023: Capital Increase (Private placement) (Class A shares)		18,832,432		0.12		2,260		42,689
June 2023: Change Cass B shares into Class A shares and Class C shares		1,000,000
June 2023: Capital increase (ATM) (Class A shares)		71,015		0.12		9		55
July 2023: Stock option plan execution (MSOP/RSU) (Class A shares)		78,345		0.12		9		1,075
July 2023: Capital increase (ATM) (Class A shares)		71,162		0.12		9		213
August 2023: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		1,021,037		0.12		123		5,541
September 2023: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		825,502		0.12		99		3,776
October 2023: Stock option plan execution (MSOP/RSU) (Class A shares)		405,965		0.12		49		1,051
November 2023: Stock option plan execution (MSOP/ESOP/RSU) (Class A shares)		955,130		0.12		115		1,332
December 2023: Stock option plan execution (MSOP/ESOP/RSU/ESPP) (Class A shares)		727,459		0.12		87		1,081
December 2023: Capital Increase (Private placement) (Class A shares)		10,360,657		0.12		1,243		28,049
At December 31, 2023		211,161,261				50,352		481,615

F-53

WALLBOX N.V.

Notes to the consolidated financial statements


(In thousand Euros)	Shares		Price per Share (Euros)		Share Capital		Share Premium
At December 31, 2021		161,409,576				44,480		322,391
January 2022: Kensington Warrant conversion (Class A Shares)		156,699		0.12		18.80		2,205
February 2022: Kensington Warrant conversion (Class A Shares)		304,635		0.12		36.56		4,032
March 2022: Kensington Warrant conversion (Class A Shares)		22		0.12		—		14
April 2022: Stock option plan execution (MSOP/ESOP) (Class A Shares)		17,208		0.12		2.06		12
May 2022: Stock option plan execution (MSOP/ESOP) (Class A Shares)		401,598		0.12		48.00		234
June 2022: Stock option plan execution (MSOP/ESOP) (Class A Shares)		380,176		0.12		45.62		203
July 2022: Stock option plan execution (MSOP/ESOP) (Class A Shares)		40,930		0.12		4.91		27
July 2022: Payment in share Electromaps Acquisition		163,861		0.12		19.66		1,480
July 2022: Payment in share Ares Acquisition		700,777		0.12		84.09		6,216
September 2022: Stock option plan execution (MSOP/ESOP) (Class A Shares)		129,336		0.12		15.52		377
October 2022: Stock option plan execution (MSOP/ESOP) (Class A Shares)		73,460		0.12		8.82		48
October 2022: Kensington Warrant conversion (Class A Shares)		1		0.12		—		—
November 2022: Stock option plan execution (MSOP/ESOP) (Class A Shares)		56,992		0.12		6.84		40
December 2022: Stock option plan execution (MSOP/ESOP/RSU) (Class A Shares)		139,183		0.12		16.70		216
December 5, 2022 Capital Increase (Private placement) (Class A Shares)		8,176,694		0.12		981.00		40,745
At December 31, 2022		172,151,148				45,769		378,240

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 (see Note 13).

As indicated in Note 6, 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. in exchange for the issuance of 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 (see Note 6) and the deduction of the net balance of transaction costs totaling Euros 17,397 thousand (see Note 6).

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.

Finally, as indicated in Note 13, 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 thousand Euros 5 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 (see Note 21), the Kensington warrant conversion (refer to Note 13) and payment with shares of the Ares acquisition (See Note 6) and Electromaps acquisition.

F-54

WALLBOX N.V.

Notes to the consolidated financial statements

Capital increases in fiscal year 2023 correspond mainly to the Private placement, execution of the Stock Plan (see Note 21), the equity-settled consideration for the Coil acquisition (See Note 6), and at-the-market program.

Additionally, during the six months ended June 30, 2023, the Company has 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.

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.

Nature and purpose of reserves

Consolidated prior years’ accumulated deficit

At December 31, 2023, total consolidated accumulated deficit was Euros (420,195) thousand (Euros (306,696) thousand at December 31, 2022).

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, 2023 the amount of capitalized development costs as carried on the consolidated statement of financial position amounts to Euros 66,408 thousand (2022: Euros 49,537 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 5,868 thousand at December 31, 2023 (Euros 10,597 thousand at December 31, 2022).

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 31,223 thousand at December 31, 2023 (Euros 39,002 thousand at December 31, 2022). Refer to Note 21 for further details of these plans.

Equity-settled earn-out

In addition, this caption includes Euros 921 thousand corresponding to the amount to be paid in shares for to the acquisition of Ares (2022: Euros 2,207 thousand corresponding to the amount to be paid in shares for the acquisition of Ares and Coil (see Note 6).

Measurement adjustments to financial assets through OCI

Investments in hedge funds referred to in Note 13 are measured at fair value at year end. The change in their valuation is recognized as other equity components through other comprehensive income.

17. PROVISIONS

Details of the provisions are as follows:


At December 31, 2023	Non-current									Current
(In thousand Euros)	Other			Service warranties			Total Non-current			Service warranties			Total Current
Carrying amount at the beginning of the year		120			1,319			1,439			1,318			1,318
Business combinations (Note 6)		10,405			—			10,405			—			—
Charge / (Credit) to results:		1,127			865			1,992			434			434
(+) additional provisions recognized (net)		1,245			3,060			4,305			—			—
(+/-) Short-term transferred		—			(1,752	)		(1,752	)		1,752			1,752
(-) Amounts used during the year		(118	)		(443	)		(561	)		(1,318	)		(1,318	)
Carrying amount at year end		11,652			2,184			13,836			1,752			1,752

F-55

WALLBOX N.V.

Notes to the consolidated financial statements


At December 31, 2022	Non-current									Current
(In thousand Euros)	Other			Service warranties			Total Non-current			Service warranties			Total Current
Carrying amount at the beginning of the year		4			358			362			541			541
Charge / (Credit) to results:		116			961			1,077			777			777
(+) additional provisions recognized (net)		117			2,935			3,052			—			—
(+/-) Short-term transferred		—			(1,416	)		(1,416	)		1,415			1,415
(-) Amounts used during the year		(1	)		(558	)		(559	)		(638	)		(638	)
Carrying amount at year end		120			1,319			1,439			1,318			1,318

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, 2023, “Other” provisions caption includes mainly the contingent consideration (earn-out) related to Ares and put option liability related to ABL acquisition (Note 6) amounting to Euros 11,341 thousand and a provision for indemnities or an amount of Euros 311 thousand.

18. GOVERNMENT GRANTS

Details of Government grants at December 31, are as follows:


(In thousand Euros)		December 31, 2023				December 31, 2022
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)		701		88		591		287
Flexener	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		118		31		228		57
Magnetor	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		13		7		—		28
Zeus Ptas	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		475		7		404		102
Alt impacte	Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)		389		49		392		98
Coldpost	Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)		—		—		—		12
Cupons Industria	Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)		—		—		—		—
Minichargers	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		62		9		63		16
Electrolinera	Instituto para la Diversificación y Ahorro de la Energía (IDAE)		421		—		337		83
Accio - creació lloc treballs	Agencia para la Competitividad de la Empresa de la Generalitat de Cataluña (ACCIÓ)		110		37		183		—
Hermes Estudios	Ministerio de Industria, Comercio y Turismo		692		223		—		—
Hermes Viabilidad	Ministerio de Industria, Comercio y Turismo		1,505		51		—		—
Hermes Formación	Ministerio de Industria, Comercio y Turismo		233		49		—		—
Top Gun	Centro para el Desarrollo Tecnológico Industrial, E.P.E. (CDTI)		47		—		—		—
Torres Quevedo	Agencia Estatal de Investigación		83		—		—		—
V2BUILD	Innovate UK - UKRI		—		—		—		25
Total			4,849		551		2,198		708

As of December 31, 2023 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)" and "Instituto para la Diversificación y Ahorro de la Energía (IDAE)" and “Agencia Estatal de Investigación” and “Ministerio de Industria, Comercio y Turismo” for

F-56

WALLBOX N.V.

Notes to the consolidated financial statements

an amount of Euros 1,558 thousand, Euros 585 thousand and Euros 421 thousand and Euros 83 thousand and Euros 2,753 thousand, respectively, to develop new technologies and promote smart mobility solutions.

As of December 31, 2022 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)" and "Instituto para la Diversificación y Ahorro de la Energía (IDAE)" and “Innovate UK - URI” for an amount of Euros 1,776 thousand, Euros 685 thousand and Euros 420 thousand and Euros 25 thousand, respectively, to develop new technologies and promote smart mobility solutions.

As of December 31, 2023 Euros 3,200 thousand are pending to be received from government entities, as compared to Euros 4,049 thousand as of December 31, 2022.

The impact in the statement of profit or loss (recognized in the “Other income” caption) for 2023 amounts to Euros 1,706 thousand, as a result of the established conditions agreed with the aforementioned entities (Euros 680 thousand for 2022).

19. 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)	2023		2022		2021
Lines:
Sales of goods		129,416		136,372		69,105
Sales of services		14,353		7,813		2,474
Total		143,769		144,185		71,579
Geographical markets (*):
EMEA		116,929		120,619		66,872
NORAM		25,701		23,552		4,687
APAC		1,139		14		20
Total		143,769		144,185		71,579

(*) 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 2023, 2022 or 2021.

Service revenue includes mainly installations services, software operation and maintenance.

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 under the contract (i.e., transfers control of the related goods or services to the customer).

20. 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)	2023		2022		2021
Consumption of finished goods, raw materials and other consumables		87,933		81,002		42,224
Scrap stock, slow moving & obsolete accrual		999		864		311
Work carried out by other companies		6,571		3,739		1,718
Total		95,503		85,605		44,253

F-57

WALLBOX N.V.

Notes to the consolidated financial statements

Changes to inventories are recorded within the consumption of finished goods, raw materials and other consumables caption.

B. Operating expenses

Operating expenses are primarily as follows:


	Year ended December 31,
(In thousand Euros)	2023			2022		2021
Professional services		11,591			14,129		15,484
Marketing expenses		10,387			23,934		7,329
Delivery		4,580			10,291		3,650
External temporary workers		2,599			4,994		3,582
Office expense		7,970			7,296		3,427
Insurance premium		2,330			3,350		1,594
Utilities and similar expenses		3,310			4,471		1,560
Online platforms fees		1,212			3,381		1,410
Customs duty tax		577			887		1,134
Travel expenses		2,581			4,139		1,000
Short-term and low value leases		2,314			3,454		567
Bank Services		738			880		509
Expected credit loss for trade and other receivables (Note 13)		(120	)		1,003		478
Repairs		1,362			509		232
Other impairment and losses (see Note 13)		2,013			2,870		—
Warranty provision (see Note 17)		1,299			1,738		674
Other		5,045			4,229		775
Total		59,788			91,555		43,405

At December 31, 2021, professional services included thousand Euros 8,046 corresponding to costs which were not incremental and directly attributable to the issuance of shares for the Transaction as mentioned in Note 6.

C. Net other income

Details of Net other income are primarily as follows:


	Year ended December 31,
(In thousand Euros)	2023		2022		2021
Negative Goodwill (Note 6)		11,166		—		—
Subsidies (Note 18)		1,706		680		712
Other		1,388		1,164		(56	)
Total		14,260		1,844		656

21. EMPLOYEE BENEFITS

Details of employee benefits for the years ended December 31, 2023, 2022 and 2021 are as follows:


	Year ended December 31,
(In thousand Euros)	2023		2022		2021
Wages and salaries		49,228		43,106		20,438
Share-based payments		13,307		32,625		2,455
Social Security		18,701		13,083		6,773
Total		81,236		88,814		29,666

The notable rise in personnel expenses in 2022 was primarily the result of the significant growth of the Group, which required the hiring of additional personnel. Furthermore, this increase was also explained by the new share-based payment plan for employees, founders, and management as described below, and the accelerated vesting of the management stock options plan for certain managers. 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. During 2023 the Group has reduced the cost of Employee benefits mainly due to the impact in the valuation of share based payments plans which has been reduced in comparison of previous periods.

F-58

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)	2023			2022			2021
Management stock option plan		2,915			14,377			2,382
Employee stock option plan		—			—			73
Founder Stock options plan		—			8,195			—
RSU Employees		11,289			6,862			—
Performance based earn out in shares and RSU's management Ares		647			531			—
Performance based earn out in shares and RSU's management COIL		(744	)		1,769			—
RSU Management		1,508			3,103			—
ESPP		265
Capitalization of share-based payment transactions in intangible assets		(2,573	)		(2,212	)		—
Total		13,307			32,625			2,455

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”.

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.

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. Furthermore, because of these savings, the Company has been 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”.

F-59

WALLBOX N.V.

Notes to the consolidated financial statements

During January 2021, there was an agreement with some employees to settle their options held in exchange for cash (1,254 options were settled at fair value on the settlement date). Additionally, it was agreed with the same employees to pay an additional benefit of Euros 73 thousand for the sale of the options. As a consequence, the Group has recognized this effect as a reduction of Euros 239 thousand in equity, and recognized personnel expenses of Euros 73 thousand, for a total cash payment of Euros 313 thousand.

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).

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 4,289 shares of Wallbox Chargers, S.L.U. (1,033,610 Class A shares of Wallbox NV after applying the Exchange Ratio). 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 has been cancelled in December 2023.

ii.

The Company has not initiated a Temporary Suspension of exercise; and

iii.

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,

ii.

33% will vest on the 2nd anniversary date as from the date of grant.

iii.

34% will vest on the 3rd anniversary date as from the date of grant.

F-60

WALLBOX N.V.

Notes to the consolidated financial statements

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.

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.

ii.

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.

For Performance based earn out in shares and RSU's management of Ares and COIL see note 6.

In addition, during 2023, the Company has granted new RSUs to members of the Board of Directors. These RSUs have fully vested in 2023.

F-61

WALLBOX N.V.

Notes to the consolidated financial statements

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. 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.

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 (see note 6):


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


Number of warrants	ESOP			MSOP			Founders		RSU Employees			RSU Management		RSU Coil & Ares		Total
At December 31, 2021		1,584,192			7,253,823			—		—			—		—		8,838,015
Granted		—			33,000			1,033,609		2,198,289			2,000,000		496,019		5,760,917
Exercised		(298,573	)		(927,410	)		—		(12,800	)		—		—		(1,238,783	)
Cancelled		—			(121,097	)		—		(157,724	)		—		—		(278,821	)
At December 31, 2022		1,285,619			6,238,316			1,033,609		2,027,765			2,000,000		496,019		13,081,328


Number of warrants	ESOP			MSOP
At December 31, 2020		1,999,660			3,052,471
Granted		—			4,201,352
Exercised		—			—
Cancelled		(415,468	)		—
At December 31, 2021		1,584,192			7,253,823

The number of exercisable options at December, 31:


Number of exercisable options	2023		2022		2021
ESOP		910,382		1,285,619		1,584,192
MSOP		2,729,650		4,873,644		3,463,263
Founders		1,013,609		258,402		—
RSU		—		—		—
Total		4,653,641		6,417,665		5,047,455

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 (see note 6):


	Units						Exercise price						Average fair value						Remaining
	2023		2022		2021		2023		2022		2021		2023		2022		2021		contractual life
Management stock option plan		3,003,867		6,238,316		7,253,823		0.0021		0.0021		0.0021		2.91		3.10		0.57	2024
Employee stock option plan		910,382		1,285,619		1,584,192		—		—		—		0.88		0.85		0.85	All options are vested
Founder Stock options plan		1,013,609		1,033,609		—		1.93		1.93		—		7.93		7.93		—	All options are vested
RSU Employees		2,984,802		2,027,765		—		—		—		—		1.55		9.32		—	All options are vested
RSU Coil & Ares		350,615		496,019		—		—		—		—		9.43		9.43		—	2024
RSU Management		1,458,334		2,000,000		—		—		—		—		2.81		2.81		—	2024-2029
		9,721,609		13,081,328		8,838,015

F-62

WALLBOX N.V.

Notes to the consolidated financial statements

22. FINANCIAL INCOME AND EXPENSES

Details of financial income and expenses are as follows:


(In thousand Euros)	Note	December 31, 2023		December 31, 2022		December 31, 2021
Financial income
Fair value adjustment of the put option			—		2,002		—
Fair value gain on financial investments			1,127		280		11
Interest on shareholder and other loans			—		—		61
Fair Value of derivative			191		15		—
Other finance income			154		10		83
Total financial income			1,472		2,307		155
Financial expenses
Fair value adjustment of convertible bonds			—		—		25,491
Interest and fees on bank loans	13		13,791		3,711		3,222
Interest on leases	9		1,341		1,267		631
Interest on shareholder and other borrowings			—		—		3
Interest on convertible bonds			—		—		2,385
Accretion of discount on put option liabilities			—		—		313
Fair value loss on financial investments			—		1,343		—
Impairment of financial investments			—		1,411		—
Other finance costs			115		266		23
Total financial expenses			15,247		7,998		32,068


(In thousand Euros)	December 31, 2023		December 31, 2022			December 31, 2021
Exchange differences		1,466		(3,618	)		1,026
Total		1,466		(3,618	)		1,026

On July 27, 2022, Wallbox Chargers, S.L.U. acquired the remaining 49% of share capital of Electromaps, S.L.U., resulting in ownership of 100% of its share capital as of that date, for purchase consideration of Euros 1,799 thousand. The transaction resulted in recognition of a gain on the settlement of the associated financial liability totaling Euros 2,002 thousand, which was recorded as financial income in the statement of profit or loss. The payment of the consideration was made through a cash payment of Euros 150 thousand on July 29, 2022 and Euros 150 thousand on August 30, 2022. The remaining amount was paid through the issuance of 163,861 Class A shares of Wallbox NV whose nominal value is Euros 0.12 per share.

23. 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 has losses in all three periods, potential 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.

F-63

WALLBOX N.V.

Notes to the consolidated financial statements

Details of the calculation of basic and diluted earnings/loss per share are as follows:


	Year ended December 31,
(In thousand Euros)	2023			2022			2021
Loss for the year		(112,071	)		(62,800	)		(223,777	)
Dilutive effects on earnings per share		—			—			—
Total loss for basic and diluted earnings per share		(112,071	)		(62,800	)		(223,777	)

Number of shares	December 31, 2023			December 31, 2022			December 31, 2021
Weighted average number of ordinary shares for basic and diluted earnings per share (thousand shares)		187,679			163,367			112,725

(In Euros)	December 31, 2023			December 31, 2022			December 31, 2021
Basic and diluted losses per share		(0.60	)		(0.38	)		(1.99	)

24. TAX CREDIT AND OTHER RECEIVABLES/OTHER PAYABLES

A. Tax credit and other receivables/Other payables


(In thousand Euros)	December 31, 2023		December 31, 2022
VAT receivable		3,800		10,091
Government grants receivable		3,200		4,049
Income tax credit receivable (short term)		1,258		706
Income tax credit receivable (long term)		6,056		6,629
Other tax receivable		171		—
Tax credit and other receivables		14,485		21,475


(In thousand Euros)	December 31, 2023		December 31, 2022
VAT payable		2,741		2,585
Current income tax liability		—		1,186
Social Security payable		1,372		1,328
Personal Income Tax payable		2,096		1,906
Deferred tax liabilities		9,347		1,388
Deferred tax liabilities and other payables		15,556		8,393

B. Amounts recognized in profit or loss


	Year ended December 31,
(In thousand Euros)	2023			2022			2021
Loss before Tax / Profit		(112,774	)		(67,726	)		(225,584	)
Tax income (at 25%)		28,150			16,932			56,396
Unrecognized deferred tax assets on tax losses and temporary differences		(28,150	)		(16,932	)		(56,396	)
R&D tax credits		(685	)		(5,468	)		(1,666	)
Amortization of intangible assets identified		—			—			(10	)
Tax expense/(credit)		(18	)		542			(131	)
Income tax credit		(703	)		(4,926	)		(1,807	)

As Wallbox N.V. is a Spanish tax resident, is the corporate tax rate of Spain used, which is a nominal tax rate of 25%.

Deductible temporary differences for which no deferred tax assets have been recognized totaled Euros 5,106 thousand at December 31, 2023. At December 31, 2022 deductible temporary differences for which no deferred tax asset were recognized in the statement of financial position amounted to Euros 37,584 thousand.

The amount of Euros 5,106 thousand (Euros 37,584 thousand at 2022) was related to deductible temporary differences primarily associated with the share-based payment plan provision, obsolescence provision and part of the financial expenses, and for the year 2023 we have also considered the impact of the Amendments to IAS 12 (Note 4).

F-64

WALLBOX N.V.

Notes to the consolidated financial statements

At December 31, details of unrecognized tax losses to be offset in the future are as follows the tax losses:


(In thousand Euros)	December 31, 2023		December 31, 2022
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		42,480		—
Total		182,567		140,087

The tax losses detailed above correspond to the Spanish tax consolidated headed by Wallbox NV. There is no time limit to apply this tax losses. Additionally, the unrecognized tax losses of Wallbox USA Inc amount to Euros 54,533 thousand as of December 31, 2023.

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.

25. GROUP INFORMATION

A. Related parties

Details of transactions and balances with related parties are as follows:


	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


	Year ended December 31, 2022
(In Thousand Euros)	Shareholders		Joint Venture			Key management		Total
Statement of profit or loss
Revenue		67		—			—		67
Interest		—		47			—		47
Impairment of financial assets		—		(1,945	)		—		(1,945	)
Statement of financial position
Loans granted to Joint Venture (see note 13)		—		1,411			—		1,411
Receivables from Joint Venture (see note 13)		—		534			—		534
Impairment of financial assets		—		(1,945	)		—		(1,945	)

          
         Year ended December 31, 2021

         (In Thousand Euros)

         Shareholders

         Joint Venture

         Key management

         Total

         Statement of profit or loss

Interest on shareholder and other loans

3

61

—

64

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.

F-65

WALLBOX N.V.

Notes to the consolidated financial statements

In connection with the December 2022 private placement a Class A shares, Enric Asunción Escorsa purchased 921,053 Class A shares, Orilla Asset Management, S.L. purchased 3,759,399 Class A shares, AM Gestió, S.L. purchased 751,880 Class A shares and each of Infisol 3000, S.L., Inversiones Financieras Perseo, S.L. and Anangu Grup, S.L. purchased 375,940 Class A shares, in each case, at price of $5.32 per share, the same terms of other investors.

B. Remuneration of Directors and Key Management

The remuneration expenses recorded for the members of the Board of Directors in 2023, 2022 and 2021 are as follows:


	Year ended December 31,
(thousand Euros)	2023		2022		2021
Short-term benefits		436		774		770
Cost of non-executive directors		424		303		71
Share-based payment plan expenses		1,078		6,146		—
Total		1,938		7,223		841

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)	2023		2022		2021
Short-term benefits		1,724		1,908		2,151
Termination benefits		14		206		—
Share-based payment plan expenses		2,863		13,842		1,756
Total		4,601		15,956		3,907

No expenses for post-employment benefits were incurred during 2023, 2022 and 2021.

At December 31, 2023 and 2022 the group had no pension or life insurance obligations with members of senior management.

At December 31, 2023 and 2022 no advances or loans had been granted to members of senior management, nor had the Company extended any guarantees on their behalf.

During 2023, public liability insurance premiums of Euros 996 thousand (Euros 1,580 thousand in 2022) 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.

26. 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

F-66

WALLBOX N.V.

Notes to the consolidated financial statements

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:


	December 31, 2023				December 31, 2022
(In thousand Euros)	Non-current		Current		Non-current		Current
Customer sales and services		—		43,258		—		39,797
Other receivables		—		140		—		16
Loans to employees		180		18		—		14
Trade and other financial receivables		180		43,416		—		39,827
Loans granted to Joint Venture
Guarantee deposit		1,341		—		1,133		—
Non-current financial assets		1,521		—		1,133		—
Guarantee deposit				82				560
Financial investments		—		5,728		—		5,397
Other current financial assets		—		5,810		—		5,957
Total		1,521		49,226		1,133		45,784

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 13B 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, 2023		December 31, 2022
Fixed rate Loan	EUR		27,926		32,125
Floating rate loan	EUR		179,431		101,502
Total			207,357		133,627

A 100 basis point change in interest rates would mean an increase (decrease) in profit or loss at December 31, 2023 of Euros 1,951 thousand (Euros (1,317) thousand at December 31, 2022). 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.


	2023					2022					2021
(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		(1,951	)		1,951		(1,317	)		1,317		(691	)		691

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.

F-67

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.


	2023					2022					2021
	Profit or loss					Profit or loss					Profit or loss
(In thousand Euros)	Strengthening			Weakening		Strengthening			Weakening		Strengthening			Weakening
USD (10% movement)		(1,270	)		1,552		(565	)		691		(8,819	)		10,779

Other market price risk

The Group has derivative warrant liabilities (see Note 13) measured at FVTPL.

The derivative warrant liabilities of Euros 3,119 thousand at December 31, 2023 (Euros 5,834 thousand at December 31, 2022) included a fair value adjustment of Euros 6,476 thousand compared to December 31, 2022.

A change of the warrant price by 1% would result in an increase/decrease of the underlying warrant liabilities of Euros 31 thousand (2022: Euros 58 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, 2023		December 31, 2022
Current assets		256,924		255,171
Current liabilities		190,774		178,793
Total		66,150		76,378

The working capital presented by the Group is sufficient to cover the various commitments arising from its activity.

Details of the maturities, by year, of the principal of the loans and borrowings at December 31, are as follows:


	December 31, 2023
(In Euros)	Capital		Interest		Total
2024		126,496		9,682		136,179
2025		25,533		5,784		31,317
2026		22,859		3,520		26,379
2027		15,831		1,868		17,699
2028		12,017		815		12,831
More than five years		4,621		163		4,784
Total		207,357		21,832		229,189


	December 31, 2022
(In Euros)	Capital		Interest		Total
2023		89,268		3,428		92,696
2024		12,063		2,785		14,848
2025		10,688		2,014		12,702
2026		8,024		1,398		9,422
2027		6,907		838		7,745
More than five years		6,677		759		7,436
Total		133,627		11,222		144,849

F-68

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, 2023 and 2022.

27. EVENTS AFTER THE REPORTING PERIOD

After the reporting date of December 31, 2023, the following significant events have occurred:

In the first quarter of 2024, certain employees converted 454,865 options, as part of their stock option plan, into 454,865 Class A ordinary shares of Euros 0.12 of par value, resulting in an increase of share capital of Euros 55 thousand.

On January 2024, a holder of Private Warrants, have converted 387 warrants on 387 Class A ordinary shares of Euros 0.12 of par value, resulting in an increase of share capital of Euros 46.44.

F-69

28. DETAILS OF WALLBOX GROUP SUBSIDIARIES

          
         % Equity interest

         Company name

         Registered office

         Activity

         Company holding
investment

         December 31,
2023

         December 31,
2022

         Consolidation
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 Energy, 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

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, Floor, Munich, 80802

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.

Kingsfordweg 151,1042 GR Amsterdam, The Netherlands

Retail innovative solutions for charging Electric Vehicles

Wall Box Chargers, S.L.U.

100%

100%

—

Fully consolidated

Wallbox USA Inc.

800 W. El Camino Real Suite 180, Mountain View CA 94040, United States

Retail innovative solutions for charging Electric Vehicles

Wall Box Chargers, S.L.U.

100%

100%

—

Fully consolidated

Wallbox Shanghai Ldt.

Unit 05-129 Level 5, No. 482, 488, 492, 518 Xinjiang Road, Jingan District, Shanghai Municipality, 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

Rådhuspladsen 16, 1550 København, Denmark

Retail innovative solutions for charging Electric Vehicles

Wallbox Norway AS

100%

100%

—

Fully consolidated

Wallbox AB

Kistagången 12, 164 40 Kista, Sweden

Retail innovative solutions for charging Electric Vehicles

Wallbox Norway AS

100%

100%

—

Fully consolidated

Wallbox Oy

PL 747, 00101 Helsinki, 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
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

Edifício Scala, Rua de Vilar, 235, 2.o andar
Porto Concelho: Porto Freguesia: Lordelo do Ouro e Massarelos
4050 626 Porto

Retail innovative solutions for charging Electric Vehicles

Wall Box Chargers, S.L.U.

100%

100%

—

Fully consolidated

Wallbox Belgium BV

1831 Diegem, Pegasuslaan 5, Belgium

Retail innovative solutions for charging Electric Vehicles

Wall Box Chargers, S.L.U.

100%

—

—

Fully consolidated

ABL Gmbh

Albert-Büttner-Straße 11,
91207 Lauf / Pegnitz, Deutschland

Retail innovative solutions for charging Electric Vehicles

Wall Box Chargers, S.L.U.

100%

—

—

Fully consolidated

ABL Morocco S.A.

Lot 2, Ilot 72
Tanger 90100, Morocco

Retail innovative solutions for charging Electric Vehicles

ABL Gmbh

99%

—

—

Fully consolidated

ABL Nederland B.V.

Meander 251
6825 MC Arnhem, Netherlands

Retail innovative solutions for charging Electric Vehicles

ABL Gmbh

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%

—

—

Fully consolidated

(*) direct ownership

(-) indirect ownership

F-70

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;


			upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and


			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.

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;


			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;


			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


			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.

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 (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		0.257		0.277		0.294		0.31		0.324		0.337		0.348		0.358		0.365
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.365
51 months		0.246		0.268		0.287		0.304		0.32		0.333		0.346		0.357		0.365
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.365
45 months		0.235		0.258		0.279		0.298		0.315		0.33		0.343		0.356		0.365
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.364
39 months		0.221		0.246		0.269		0.29		0.309		0.325		0.34		0.354		0.364
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.364
33 months		0.205		0.232		0.257		0.28		0.301		0.32		0.337		0.352		0.364
30 months		0.196		0.224		0.25		0.274		0.297		0.316		0.335		0.351		0.364
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.35		0.364
24 months		0.173		0.204		0.233		0.26		0.285		0.308		0.329		0.348		0.364
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.364
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.363
15 months		0.13		0.164		0.197		0.23		0.262		0.291		0.317		0.342		0.363
12 months		0.111		0.146		0.181		0.216		0.25		0.282		0.312		0.339		0.363
9 months		0.09		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.362
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.362
3 months		0.034		0.065		0.104		0.15		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

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.

Exhibit 4.7

STOCK OPTION PLAN

“WALLBOX CHARGERS, S.L.”

FOR

FOUNDERS

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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	76

9.	EMPLOYMENT MATTERS	7

10	PERSONAL DATA	7

11	LISTING OF THE SHARES OF THE COMPANY AND REGULATORY CONSTRAINTS	87

12	CONFIDENTIALITY	8

13	TAXATION	98

14	NOTICES	9

15	LANGUAGES	9

16	SEVERABILITY	9

17	APPLICABLE LAW AND JURISDICTION	9

ANNEX 1: INVITATION NOTICE		1110

ANNEX 2: BENEFICIARY EXERCISE NOTICE		1211

ANNEX 3: CLOSING NOTICE		1312

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“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”).

     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.


1.4	Board of Directors of the Company has been instructed to carry out the following faculties in relation to the Plan:


	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.

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).

     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.


2.5	Together with the Invitation Notice, each Beneficiary will receive a copy of this Plan.


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”).


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.


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.


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.


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”).


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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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


	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).


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”).


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.

     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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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.


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.


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.

|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.


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.


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.

     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.

     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.


10.	PERSONAL DATA

     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.

|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||

Exhibit 4.18


To:	Generac Power Systems, Inc.

December 13, 2023

Side letter to the Subscription Agreement

This letter ("Letter") refers to the subscription agreement entered into by and between Generac Power Systems, Inc. ("Generac") and Wallbox N.V. ("Wallbox" and together with Generac, the “Parties”) on 29 November 2023 (the "Subscription Agreement").

For the purposes of this Letter, all terms beginning with a capital letter shall have the meaning attributed to them in the Subscription Agreement, unless a different meaning is expressly set out in this Letter. Upon execution by all Parties, this Letter will constitute a binding agreement among the Parties that may not be amended without such Parties’ written consent.

Subject to the terms hereof, Wallbox hereby unconditionally and irrevocably grants to Generac a first right of refusal to purchase or subscribe for all or any portion of the equity, debt securities, other securities or assets that Wallbox may propose to issue, sell, license or otherwise transfer to a Generac Competitor in a Competitor Financing, at the same price and on the same terms and conditions as those offered to the Generac Competitor. For purposes hereof, (a) “Competitor Financing” means the sale by
Wallbox of equity of any class, of any debt securities of any type, or of any other security of Wallbox (whether from treasury or in the form of newly issued shares) that is convertible into any equity of Wallbox, or the merger, consolidation or combination of Wallbox with a Generac Competitor, in each case pursuant to a bona fide offer received by Wallbox from a Generac Competitor, whether solicited by Wallbox (or its officers, directors, stockholders, representatives or agents) or pursuant to an unsolicited offer from such Generac Competitor; and (b) “Generac Competitor” means Schneider, Solar Edge or Enphase.

In the event that Wallbox intends to consummate a Competitor Financing, it shall not later than forty-five (45) days prior to the consummation of such Competitor Financing notify Generac in writing of the proposed terms and conditions of the Competitor Financing (such notice, the “Competitor Financing Notice”). To exercise its rights of first refusal, Generac must deliver a notice to Wallbox within twenty (20) days (the “Generac Deadline”) after delivery of the Competitor Financing Notice setting forth the amount of equity, other securities or assets (in each case to the extent related to the terms of the Competitor Financing transaction) it elects to purchase (the “Generac Offer”). Upon timely receipt of the Generac Offer notice, Wallbox shall be prohibited from selling such equity or other securities offered to be purchased by Generac pursuant to the Generac Offer to, or otherwise from consummating the Competitor Financing transaction with, the Generac Competitor unless Wallbox has accepted the Generac Offer and Generac fails to consummate the terms of the transaction pursuant to the Generac Offer during the forty-five (45) day period following such notice from Generac to Wallbox (the “Consummation Period”).

So long as Generac (together with its affiliates) owns not less than 3% of the outstanding share capital of Wallbox (as determined on a fully diluted basis) and, to the extent not granted substantially similar antidilution protections in the organizational or charter documents for Wallbox, each time Wallbox proposes to offer equity securities, including any security convertible into equity securities, Wallbox will provide Generac with at least fifteen (15) business days’ prior written notice of its bona fide intention with respect to such offering, describing the securities, the price and the terms thereof and the conditions upon which Wallbox proposes to issue the same. Generac will have the right, but not the obligation, to invest an amount (in the aggregate across all such offerings) up to but not greater than such amount to retain its fully diluted ownership percentage in the outstanding share capital of Wallbox held by Generac at the time of such offering by giving written notice to Wallbox and stating therein the quantity of securities to be

purchased. Such investments by Generac will be on the same terms and at the same price as Wallbox offers to the other investors purchasing securities in such offerings.

amend, alter, or repeal any provision of the Articles of Association or other charter or organizational documents of Wallbox in a manner adverse to the holders of the Class A Shares;

create or authorize the creation of, or issue or obligate itself to issue shares of, any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on parity with the Class A Shares; or

reclassify, alter or amend any existing security that is junior to or on parity with the Class A Shares, if such reclassification, alteration or amendment would render such other security senior to or on parity with the Class A Shares.

This Letter and all information, discussions, and documents exchanged between the Parties in connection with this Letter (collectively, the "Confidential Information") are considered confidential. The Parties agree to keep all Confidential Information strictly confidential and not to disclose or use it for any purpose other than the performance of their respective obligations under this Letter or as may be required by law or regulation.

Sections 11.a.; 11.d.; 11.f.; 11.g.; 11.i. and 11.k. of the Subscription Agreement shall be applicable mutandis mutandi to this Letter.

This Letter may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signatures pages follow]

|EU-DOCS\47962010.1||

IN WITNESS WHEREOF, the Parties have entered into the present Letter, as of the date and in the place first before written.

Generac Power Systems, Inc.

/s/ Authorized Signatory

Authorized Signatory

Wallbox N.V.

/s/ Enric Asunción Escorsa

Enric Asunción Escorsa

|EU-DOCS\47962010.1||

Exhibit 4.19

Execution


From:		Enric Asunción

CC:	Juan Sagalés


To:	Generac Power Systems Inc.

December 13, 2023

This letter (the “Side Letter”) is issued in connection with the transaction agreed to as provided by that Subscription Agreement entered into on November 29, 2023 (the “Subscription Agreement”) by Wallbox N.V. (the “Company”) and Generac Power Systems, Inc. (“GPS”).

The undersigned Kariega Ventures, S.L. is a shareholder of the Company.

This letter relates to the Board of Directors that governs the Company and is being executed and delivered by the undersigned as a condition to the closing of the transactions contemplated by the Subscription Agreement.

Enric Asunción Escorsa is CEO of the Company and a shareholder through the company Kariega Ventures, S.L., which is a significant shareholder of the Company.

GPS will be represented on the Board of Directors of the Company and shall be entitled to appoint or nominate one appointee to such Board (the “GPS Appointee”). GPS has indicated that initially, and until it states otherwise, Mr. Paolo Campinoti will be its representative on the Board of Directors and will serve as the GPS Appointee, until such person’s successor is nominated and/or appointed by GPS.

So long as GPS owns (whether directly or through its affiliates) in the aggregate shares representing at least 3% of the outstanding share capital of the Company, it shall retain the right and authority to nominate and select the GPS Appointee (or his or her successor) to the Board of Directors of the Company.

In relation to the foregoing, I Enric Asunción Escorsa, irrevocably agree to take my best efforts on behalf of the Company and on behalf of the undersigned shareholder of the Company, and each other person or entity that owns shares in the Company through an entity of which I control, to support the appointment of the person that GPS puts forward as the GPS Appointee and to vote, nominate and otherwise elect such person as a director in the Board of Directors of the Company.

     Enric Asunción Escorsa

    

     Kariega Ventures, S.L.

    

     /s/ Enric Asunción Escorsa

    

____________________

Exhibit 4.20

FINANCING AGREEMENT

between

WALL BOX CHARGERS, S.L.U.

as a Borrower

and

WALLBOX N.V.WALLBOX USA, INC.

as Guarantors

and

INSTITUTO DE CRÉDITO OFICIAL E.P.E.
INSTITUT CATALÀ DE FINANCES

MORA BANC GRUP SA

EBN BANCO DE NEGOCIOS, S.A.

as Funding Entities

and

EBN BANCO DE NEGOCIOS, S.A.

as Coordinating Entity and Agent

October 16, 2023

|||

INDEX


Clauses		4
1.	Definitions	4
2.	Funding	18
2.1.	Granting of Funding	18
2.2.	Purpose of Funding	18
2.3.	Sustainable Financing	19
3.	Duration and Expiry	19
4.	Conditions for the Granting of the Financing	20
5.	Disposition of the Amount of Financing	21
5.1.	Disposition on Signature Date	21
5.2.	Terms and Conditions of Disposition	21
5.3.	Release of the Main Account	22
6.	Commissions	23
6.1.	Agency Commission	23
6.2.	Structuring Committee	24
6.3.	Voluntary Early Amortization Fee	24
6.4.	Payment of Commissions	24
7.	Rights and Obligations of Funding Entities	24
8.	Regime for the Adoption of Agreements by Financing Entities	25
9.	Testing, Calculations, and Executive Action	25
10.	Period of Interest	27
11.	Accrual and Settlement of Interest	28
11.1.	Accrual	28
11.2.	Calculation	28
11.3.	Liquidation	28
12.	Ordinary Interest Rate	29
12.1.	Determination of the Ordinary Interest Rate	29
12.2.	Margin	29
12.3.	EURIBOR	30
12.4.	Assumption of Substitution of the Original Reference Rate	31
12.5.	Principal Substitute Interest Rate	34
12.6.	Subsidiary Substitute Interest Rate	34
12.7.	Conditions Common to Substitute Interest Rates	35
12.8.	Communication of the Applicable Interest Rate	36
13.	Market Breakout	37
14.	Late Payment Interest	39
14.1.	Accrual	39
14.2.	Liquidation	39
14.3.	Late Payment Interest Rate	40
15.	Amortization	40
15.1.	Ordinary Depreciation	40
15.2.	Voluntary Early Repayment	42
15.3.	Mandatory Partial Early Repayment	43
15.4.	Total Mandatory Early Repayment	47
16.	Payments by Obligors	49
17.	Payment Allocation and Clearing	49
18.	Taxation	51

|||


18.1.	Definitions	51
18.2.	Net Payments	54
18.3.	Tax Compensation	56
18.4.	Tax Credit	57
18.5.	FATCA Withholding	58
18.6.	Tax Payment Letter	59
19.	Representations and Warranties of the Obligated Parties	60
19.1.	Formulation, Truthfulness and Accuracy of Representations and Warranties	60
19.2.	Valid Existence and Power of Attorney	60
19.3.	Agreements	61
19.4.	Validity and Enforceability	61
19.5.	No Infringement or Contravention	61
19.6.	Information	61
19.7.	Sufficiency of Funds	62
19.8.	Consents	62
19.9.	Litigation/Proceedings	62
19.10.	Cross-Compliance	63
19.11.	Actual Charges and Encumbrances	63
19.12.	Personal Guarantees	63
19.13.	Additional Warranties	63
19.14.	Equal Rank	64
19.15.	Indebtedness	64
19.16.	Insolvency and Insolvency	64
19.17.	Contract Compliance	65
19.18.	Fulfilment of Obligations	65
19.19.	Shareholder Composition	65
19.20.	Deductions and/or Withholdings	65
19.21.	Licenses & Permits	65
19.22.	Insurance	65
19.23.	Ownership of Assets	66
19.24.	ATE	66
19.25.	Document Copies	66
19.26.	Restricted Party and Penalties	66
19.27.	Environmental Risk	68
19.28.	Statements in relation to CESCE Coverage	68
19.29.	Statements on EIB funds	68
20.	Information Obligations	68
20.1.	Delivery of Financial Information	68
20.2.	Sustainability Requirement Certificate and Independent Report from the Sustainable Consultant on the ESG Report	69
20.3.	Relevant Facts or Circumstances	70
21.	Obligations to Comply with Financial Ratios	71
21.1.	Ratio DF/PN	71
21.2.	Ratio DFN/PN	71
21.3.	Common Provisions to Financial Ratios	72
22.	General Obligations of Obligors	72
22.1.	Destination of the Funding	72
22.2.	Adoption of Agreements and Exercise of Political Rights	72
22.3.	Cooperation	72

|||


22.4.	Maintenance, Conservation and Insurance	73
22.5.	Maintenance of Normal Activity	73
22.6.	Activity	73
22.7.	Business Plan	73
22.8.	Exercise	74
22.9.	Accounting Documents	74
22.10.	Audit	74
22.11.	Compliance with Statutory and Legal Obligations	74
22.12.	Taxation	74
22.13.	Compliance with U.S. Financing Documents and Financing Agreement	74
22.14.	Licenses & Permits	75
22.15.	Intellectual and Industrial Property	75
22.16.	Litigation/Proceedings	75
22.17.	Insolvency and Insolvency	75
22.18.	Additional Indebtedness	75
22.19.	Granting of Warranties or Negative Pledge	76
22.20.	Guarantees	76
22.21.	Rank	76
22.22.	Disposition of Assets, Subsidiaries or Businesses	77
22.23.	Treasury Management	78
22.24.	Funding Accounts	78
22.25.	Off-market Operations	78
22.26.	Corporate Transactions	78
22.27.	Deductions and/or Withholdings	79
22.28.	Restricted Party Transactions	79
22.29.	Obligations in relation to CESCE Coverage	79
22.30.	Obligations in relation to EIB funds	80
22.31.	Obligations relating to Money Laundering	80
23.	Obligations of the Agent in relation to COFIDES and CESCE	81
23.1.	Reporting Obligations	81
23.2.	Return of CESCE Fees	81
24.	Early Maturity of Financing	82
24.1.	Causes of Early Expiration	82
24.2.	Failure to Pay	82
24.3.	Failure to Comply with the Purpose	82
24.4.	Failure to Comply with Ratios	82
24.5.	Breach of Duty	82
24.6.	Guarantees on Financed Assets	82
24.7.	Substantial Adverse Effect	82
24.8.	Falsehood in Manifestations	83
24.9.	CESCE: Cessation of Coverage, Falsifying the Documentation Provided, Failure to Meet Eligibility Requirements	83
24.10.	Change of Control	84
24.11.	Business Management	84
24.12.	Revocation of Licenses	84
24.13.	Closure or Cessation of Business or Expropriation	84
24.14.	Illegality	84
24.15.	Additional Indebtedness	84
24.16.	Insolvency of the Borrower and/or Guarantors	85

|||


24.17.	Contingent Liabilities	85
24.18.	Invalidity/Unenforceability	85
24.19.	Cross-Compliance	86
24.20.	Corporate Modifications	86
24.21.	Restricted Party Transactions	87
24.22.	Audit	87
24.23.	Litigation & Garnishments	87
24.24.	Tax Claims	87
24.25.	Legal Expiration	87
24.26.	Remedying the Causes of Early Expiration	88
24.27.	Early Maturity Statement	88
25.	Main Account	89
26.	Guarantees	90
26.1.	Borrower's Liability and Warranty	90
26.2.	Personal Guarantee of the Guarantors	90
26.3.	Security Interests	93
26.4.	Subordination and No Claim	96
27.	The Agent	96
27.1.	Appointment	96
27.2.	Mandate	96
27.3.	Payments	97
27.4.	Disclaimer	98
27.5.	Refund of Advance Amounts	100
27.6.	Agent's Rights	100
27.7.	Waiver and Substitution	102
28.	Assignments	104
28.1.	Assignment by the Borrower and Guarantors	104
28.2.	Assignment by Financing Entities	104
29.	Variation in circumstances and illegality	105
29.1.	Variation in Circumstances	105
29.2.	Illegality	106
30.	Communications and Notifications between the Parties	107
31.	Representation on behalf of the Borrower	107
32.	Confidentiality	109
32.1.	Confidential Information	109
32.2.	Market Abuse Regulations	109
32.3.	Disclosure of Confidential Information	109
33.	Data Protection	112
33.1.	General	112
33.2.	Communication by the Agent of the Borrower's Personal Data to CESCE	113
33.3.	CESCE Identification and Contact	113
34.	Anti-Corruption Policy	114
35.	Expense	114
36.	Modifications and Waivers	115
37.	Partial Nullity	116
38.	Tax Regime	116
39.	Governing Law	116
40.	Jurisdiction	116
Annex I Detail of the Wallbox Barcelona Project		2

|||


Annex II Existing indebtedness	5
ANNEX III Business Plan	6
Annex IV Model Request for Disposition	7
Annex V Participation of Funding Entities	8
Annex VI Shareholder composition and organizational chart	9
Annex VII Addresses for the purpose of notification	10
Annex VIII Copy of CESCE's Offer	15
ANNEX IX Model of Chattel Mortgage and Non-Possessory Pledge	16
Annex x ICF clause for operations financed by EIB funds	17

|||

Financing Agreement

Barcelona, 16 October 2023.

With the intervention of Mrs. Laura Nogales Martín, Notary of the Illustrious Notarial Association of Catalonia.

Gathered

On the one hand,

(A) WALL BOX CHARGERS, S.L.U. (the "Borrower") a company incorporated in accordance with Spanish law, with registered office at Paseo de la Castellana, 278, 28046, Madrid, with Tax ID B66542903 and registered in the Mercantile Registry of Madrid, duly represented for this purpose.

On the other hand,

(B) WALLBOX N.V. a company incorporated under Netherlands law, having its registered office in Amsterdam with N.I.F. N0098134J, duly represented for that purpose.

(C) WALLBOX USA, INC. a corporation incorporated under the laws of Delaware (United States), having its registered office at Corporation Trust Cebnter, 1209 Orange Street, Wilmington, DE 19801 (USA), with N.I.F. N0258284I, duly represented for that purpose.

Hereinafter, the entities referred to in sections (B) and (C) above shall be collectively referred to as the "Guarantors".

Hereinafter, the Borrower and the Guarantors shall be collectively referred to as the "Obligors", and each of them, individually, an "Obligor".

On the other hand,

(D) INSTITUTO DE CRÉDITO OFICIAL E.P.E. ("ICO") means a public body configured as a public business entity as provided for in articles 84, 103 et seq. Law 40/2015, of 1 October, on the Legal Regime of the Public Sector; It is attached to the Ministry of Economic Affairs and Transformation through the Secretary of State for Economy and Business Support. ICO has legal personality and its own assets; being the successor of the Public Law Entity of the same name that was created by Law number 13/1971, of June 19. ICO is governed by Law 40/2015, of 1 October, on the Legal Regime of the Public Sector, by the Sixth Additional Provision of Royal Decree Law 12/1995, of 28 December, on urgent

Wallbox.- Loan Agreement 1 1

measures in budgetary, tax and financial matters, by the applicable provisions of Law 47/2003, General Budget, of 26 November, by its statutes, approved by Royal Decree 706/1999, of 30 April, and, in matters not provided for in the previous regulations, by the special statutes of credit institutions and by the general statutes of the private civil, commercial and labor legal system. It does not need to be registered in the Commercial Register. Duly represented for this purpose.

(E) INSTITUT CATALÀ DE FINANCES ("ICF") is a public financial institution owned by the Government of Catalonia founded in 1985 with registered office at Gran Via de les Corts Catalanes, 635, 08010 Barcelona, duly represented for this purpose.

(F) MORA BANC GRUP SA ("Mora Banc") is a company incorporated in accordance with the legislation of the Principality of Andorra, with registered office at Avenida Mertixell 96, AD500, Andorra la Vella, Principality of Andorra, with Tax ID [***] and registered in the Companies Registry of the Government of Andorra under number 1,828, duly represented for this purpose.

(G) EBN Banco de Negocios, S.A. ("EBN", the "Coordinating Entity" or the "Agent") is a company incorporated in accordance with Spanish law, with registered office at Paseo de Recoletos, 29 28004, Madrid, with N.I.F. A-28763043 and registered in the Mercantile Registry of Madrid and in the Register of Entities of the Bank of Spain with number 021, duly represented for this purpose.

Hereinafter, the entities referred to in subsections (D) to (G) (inclusive) –– together with their successors and assigns permitted under the Clause 28 Together, the "Funding Entities", and each of them, individually, a "Funding Entity".

Hereinafter, the Obligors and the Financing Entities shall be collectively referred to as the "Parties".

Exposed

I. That the Borrower is an entity belonging to the group whose parent company is Wallbox N.V., engaged in the intelligent provision of energy management and electric vehicle charging, including the design, manufacture and distribution of electric vehicle charging technologies.

II. That the Borrower has approached EBN, in its capacity as Coordinating Entity, for the purpose of requesting financing that it intends to use to finance the

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development of certain projects at the Borrower's factory located in the city of Barcelona (Spain) that are identified in the Annex I (the "Wallbox Barcelona Project" or "Investment Project") and, in particular, for the purposes set out in Clause 2.2.

III. That the Coordinating Entity has contacted the rest of the Funding Entities to invite them to participate in the required financing.

IV. That in complying with the request, the Financing Entities have decided to grant financing in favor of the Borrower (the "Financing"), subject to compliance with the following essential conditions:

(a) that, prior to or concurrently with the signing of this Agreement, the Preconditions (as that term is defined in Clause 1.1);

(b) that the Guarantees provided for in Clause are granted in favor of the Financing Entities 26 within the time limits and in the manner provided for in the aforementioned Clause; and

(c) the truthfulness and accuracy of the formal statements contained in the Clause 19 and the assumption by the Borrower of the obligations set forth in the Clause 20, in the Clause 21 and in the Clause 22.

V. That, on this same date and in unity of act with the granting hereof, the following contracts have been awarded:

(a) Wallbox USA, Inc. as borrower, the Borrower and Wallbox N.V. as guarantors, Compañía Española de Financiación del Desarrollo, COFIDES, S.A., S.M.E. ("COFIDES") as the financing entity, and the Agent, have entered into a financing agreement in the amount of five million euros (€5,000,000) (the "United States Financing Agreement") whose terms are similar to those set forth herein; and

(b) the Financing Entities and COFIDES have entered into a creditor agreement for the purpose of regulating the coexistence of this Agreement and the United States Financing Agreement (the "Creditor Agreement").

VI. That in view of the foregoing, the Parties agree to enter into this financing agreement (the "Financing Agreement" or the "Agreement") in accordance with the following

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Clauses

1. Definitions

1.1. Defined Terms

1.1.1. In this Agreement, the following terms shall have the meanings set forth in each case:

"Wallbox Chargers Assets" means all tangible and intangible assets the acquisition of which is financed in whole or in part under this Agreement.

"Agent" means EBN Banco de Negocios, S.A.; without prejudice to the provisions of Clause 27.7.

"Mandatory Partial Early Repayment" means any repayment of funds charged to the Principal that, where applicable, the Borrower must make on a mandatory basis, and without the need for prior request by the Agent and/or the Financing Entities, when any of the cases described in the Clause occur 15.3.

"Total Mandatory Early Repayment" means the full repayment of the funds charged to the Principal which, if applicable, the Borrower must make on a mandatory basis, and without the need for prior request by the Agent and/or the Financing Entities, when any of the cases provided for in the Clause occur 15.4.

"Voluntary Early Repayment" means any repayment of funds charged to the Principal which, if any, is made voluntarily by the Borrower, and without the need for prior notice by the Agent and/or the Financing Entities, in accordance with the provisions of the Clause 15.2.

"Early Repayments" means any early repayment made by the Borrower, whether Partial Mandatory Early Repayment, Full Mandatory Early Repayment or Voluntary Early Repayment.

"Ordinary Depreciation" means any repayment of funds from the Principal to be made by the Borrower in accordance with the provisions of the Clause 15.1.

"Auditor" or "Auditor" means:

(i) in relation to the Group, Ernst & Young, S.L., or any other auditing firm of recognized international or national prestige and solvency acceptable to the Financing Entities; and

(ii) in relation to each of the Obligated Parties (individually) the firm of auditing accounts of recognized international or national prestige and solvency acceptable to the Financing Entities, appointed for this purpose by the

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respective General Meetings of the Obligors, provided that they are obliged to audit in accordance with the regulations applicable to them.

"Change of Control" means any circumstance whereby:

(i) Wallbox N.V. ceases to hold (directly or indirectly) a one hundred percent (100.00%) interest in the Borrower or Wallbox USA, Inc. and/or control of one hundred percent (100.00%) of the voting rights of the Borrower or Wallbox USA, Inc. and/or the ability to appoint a majority of the members of the Borrower's or Wallbox USA's governing body, Inc.; or

(ii) the Borrower ceases to hold (directly or indirectly) a one hundred percent (100.00%) interest in Wallbox USA, Inc. and/or control of one hundred percent (100.00%) of the rights of Wallbox USA, Inc. and/or the ability to appoint a majority of the members of the board of directors of Wallbox USA, Inc., so as to retain ownership, directly or indirectly, of at least one hundred percent (100.00%) in the Investment Project.

"CAPEX of the Wallbox Barcelona Project" means the actual payments made by the Borrower for, in accordance with the provisions of this Agreement, acquisitions or investments in tangible, intangible and/or financial fixed assets in connection with the Wallbox Barcelona Project.

"Commission Letters" means the Commission Letters entered into by the Agent, the Coordinating Entity, the Funding Entities and the Borrower (as applicable) today in relation to the Commissions.

"Cause of Early Expiration" has the meaning set out in Clause 24.1.

"Annual Certificate of Compliance with Ratios" means the certificate prepared by the Group's CFO and validated by the Auditor on the basis of the Audited Consolidated Annual Financial Statements, in which the value of the Financial Ratios is determined and the compliance with each of them is pronounced, which must be delivered to the Agent in accordance with the provisions of Clause 20.1.1(b).

"CESCE" means Compañía Española de Seguros de Crédito a la Exportación S.A.

"CESCE Coverage" has the meaning given to it in the Clause 22.29.

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"Civil Code" means the Royal Decree of 24 July 1889 by which the Civil Code is published, as amended from time to time, as well as any other regulation that may replace it in the future.

"Commercial Code" means the Royal Decree of 22 August 1885 by which the Commercial Code is published, as amended from time to time, as well as any other regulation that may replace it in the future.

"Agency Commission" has the meaning given to it in the Clause 6.1.

"Voluntary Early Amortization Fee" has the meaning given to it in the Clause 6.3.

"Structuring Committee" has the meaning given to it in the Clause 6.2.

"Fees" means, collectively, the Agency Fee, the Voluntary Early Repayment Fee and the Structuring Fee.

"Preconditions" means the conditions for the entry into force of this Agreement, referred to in Clause 4.

"Sustainable Consultant" means Inèdit Innovació, S.L. or any other consulting firm of recognized international or national prestige and solvency acceptable to the Financing Entities.

"Breakdown Costs" means the amount (if any) equivalent to the amount of:

(i) the Interest that a Financing Entity would have received during the period from the date of receipt of the amortized principal, corresponding to its Participation in the Financing, until the last day of the current Interest Period (if the amortized principal has been paid on the last day),

that exceed

(ii) the amount that that Financing Entity could obtain, by placing an amount equal to the amortized principal corresponding to its Participation in a deposit in one of the main banks of the Eurozone Interbank Market, during the period between the Business Day following the receipt of the funds and the last day of the current Interest Period.

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"CRD IV" means:

(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and

(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

"Main Account" means the account referred to in the Clause 25.

"Data Protection Officer" means the persons referred to, for each Funding Entity, in the Clause 33.

"Net Financial Debt" means the Financial Debt minus the amounts included in the Treasury Group items of the consolidated balance sheet as reported under the heading "Cash and cash equivalents" and less the Liquid Temporary Financial Investments included under the heading "Current financial assets" of the consolidated balance sheet Audited Consolidated Annual Financial Statements.

"Financial Debt" means, with respect to the Audited Consolidated Annual Financial Statements, the sum of all Indebtedness, both long-term and short-term, involving the payment of implicit or explicit interest (reported as "loans and borrowings" in the Audited Consolidated Annual Financial Statements), including leasing, reported as lease liabilities in the Audited Consolidated Annual Financial Statements) and excluding Subordinated Debt, its accrued and unpaid interest, and the impact on the "Lease liabilities" heading of IFRS 16 accounting.

"Subordinated Debt" means any Indebtedness whose degree and level of subordination is approved by the Majority of Financing Entities or has the following characteristics:

(i) does not provide for the possibility of payment (including set-off) of fees, interest or other items or repayment of principal (including early repayment) until all amounts due under the Financing Documents have been paid in full;

(ii) that no amount of any amount may be declared prematurely due or claimed under any such loan or credit until all amounts due under the Financing Documents have been paid in full;

(iii) that matures at least six (6) Months later than the Financing Maturity Date;

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(iv) that includes an express agreement of subordination to the Financing Documents;

(v) that the clauses relating to subordination may not be modified or renewed without the prior written consent of the Funding Entity;

(vi) is not guaranteed by any type of personal or real guarantee of the Group or whose degree and level of subordination is approved by the majority of Financing Entities;

(vii) that all of the above is expressly stated in the document in which the loan or credit is formalized as a clause in favor of the Financing Entity and is accepted by it; and

(viii) that contemplates a stipulation in favor of the Financing Entities as beneficiaries of the subordination agreed therein (which will be accepted by the Agent on behalf of the Financing Entities), and establishes that such Financial Debt may not be modified or novated without the consent of the Agent (acting on behalf of the Financing Entities).

"Outstanding Debt" means all amounts due in any respect by the Borrower on a given date under this Agreement.

"Business Day" means, for the purposes of calculating interest (including for the purpose of determining the reference interest rate applicable to the Financing) and payments, the one that is in accordance with the TARGET calendar and for the other purposes of this Agreement, any non-public holiday for banking purposes in the cities of Barcelona and Madrid, Saturday is expressly considered not to be a Business Day.

"Calendar Day" means all the days of the Gregorian calendar. In the periods indicated by days, these will be understood to be calendar in any case.

"Disposition" means the delivery of funds by the Financing Entities to the Borrower from the Financing in accordance with the terms of this Agreement.

"Distributions" means any payment made on behalf of:

(i) the distribution of dividends (in cash, in kind, and/or dividends distributed from reserves);

(ii) capital reductions involving returns of capital injections or refunds of share premiums;

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(iii) payments made under the Subordinated Debt; and

(iv) payments (including consideration for the provision of goods or services) under any contract entered into with the shareholders of Wallbox NV or persons or entities of the Group or in any other way related to such persons and any other transactions similar or analogous to the above, the effect of which in all such cases is the return of capital or contributions; including, specifically, the payment of any management fees to such shareholders or otherwise related persons or entities.

For clarification purposes, Intra-Group Distributions and Permitted Payments will not be considered Distributions.

"Intra-Group Distributions" means payments equivalent to Distributions made for any reason by any of the Guarantors in favour of Group entities.

"Funding Documents" means:

(i) this Agreement;

(ii) Commission Charters;

(iii) the Contract between Creditors;

(iv) the Warranties; and

(v) any other document to which the Parties wish to grant the status of Financing Document.

"Substantial Adverse Effect" means any situation or event that, in the reasoned and justified opinion of the Majority of Funding Entities, substantially harms:

(i) the ability of the Obligors to meet their obligations under the Financing Documents; or

(ii) the rights of the Funding Entities under the Financing Documents; or

(iii) to the solvency or financial position of the Obligors in a manner that may affect their ability to meet any of their obligations under the Financing.

"Fiscal Year" means the twelve (12) Month period from January 1 to December 31 of each calendar year.

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"Indebtedness" means long-term and short-term indebtedness, whether with financial institutions, or through the issuance of bonds, promissory notes, debentures, debentures convertible into shares or similar instruments, and other indebtedness with both short- and long-term costs, including receivables, discounts on bills of exchange and recourse invoices or short- or long-term leasing transactions; as well as financial guarantees, bonds, guarantees, counter-guarantees, letters of sponsorship or any commitments that involve guaranteeing financial obligations of third parties other than the Obligors or companies of the Group, whether jointly and severally, subsidiarily or in any other way.

"Allowable Indebtedness" means

(i) any Indebtedness assumed under the Financing Documents and the U.S. Financing Agreement; and

(ii) any Indebtedness that does not or may not involve, to the best of its knowledge and belief, a breach of the Financial Ratios.

"Coordinating Entity" means EBN Banco de Negocios, S.A.

"Financing Entities" means, collectively, Instituto de Crédito Oficial E.P.E, Institut Català de Finances, EBN Banco de Negocios, S.A. and Mora Banc Grup SA, as well as their successors or authorized assigns.

"ESG Report" means the statement of non-financial information, consolidated at the Group level, prepared with all requirements and in accordance with the commercial legislation in force in each jurisdiction at any given time.

"Audited Annual Financial Statements" means, collectively, the Audited Consolidated Annual Financial Statements and the Individual Annual Financial Statements (if legally required to be audited in the relevant jurisdiction).

"Audited Consolidated Annual Financial Statements" means the annual accounts, corresponding to each Year, consolidated at Group level, audited by the Auditor in compliance with all the requirements and those other accounting documents that must be prepared on an annual basis, if applicable, in accordance with the commercial legislation in force in each jurisdiction at any given time.

"Individual Annual Financial Statements" means, for the Obligor in question, the annual accounts, corresponding to each Year, audited by the Auditor of Accounts (if legally required in the corresponding jurisdiction), complying with all the requirements and those other accounting documents that must be prepared on an annual basis, if applicable, in accordance with the commercial legislation in force in each jurisdiction at any given time.

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"Consolidated Interim Financial Statements" means the balance sheet and the profit and loss account, at the consolidated level at the Group level, as of March, June, September and December of each financial year.

"Individual Interim Financial Statements" means the Borrower's balance sheet and profit and loss account, as of March, June, September and December of each Fiscal Year.

"EURIBOR" has the meaning given to it in the Clause 12.3.

"Early Repayment Date" means each of the dates on which an Early Redemption becomes effective in accordance with the Clauses 15.2, 15.3 and 15.4.

"Key Figures Calculation Date" means each of the dates on which the Obligors deliver to the Agent the Annual Certificate of Compliance with Ratios in accordance with the provisions of Clause 20.1.1(b).

"Date of Signature" means the date of execution of this Agreement.

"Interest Settlement Date" means the last Business Day of each Interest Period; date on which, as set out in Clause 11.3, the Interest accrued on the Principal of the Financing is payable.

"Final Due Date" means the date on which five (5) years have passed since the Signing Date; that is, on October 16, 2028.

"Financing" means the financing provided by this Agreement.

"Personal Guarantee" means the guarantee given by the Guarantors under Clause 26.2 as security for the Secured Obligations.

"Guarantees" means, collectively, the Personal Guarantee and the Security Interests.

"Security Interests" means each of the security rights that will be granted in security of the Secured Obligations in accordance with the provisions of the Clause 26.3.

"Guarantees on Financed Assets" has the meaning given to it in the Clause 26.3.2(i).

"Permitted Warranties" means:

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(i) the Warranties;

(ii) the guarantees granted in favor of the financing entities of the United States Financing Agreement;

(iii) guarantees given in connection with the subscription of any Permitted Indebtedness or those guarantees given in the ordinary course of business;

(iv) the guarantees authorized by the unanimous vote of the Financing Entities and the financing entity of the United States Financing Agreement.

"Group" means the Borrower, the Guarantors and all the companies that make up its group in accordance with Article 42 of the Commercial Code and Article 4 of Law 6/2023, of 17 March, on Securities Markets and Investment Services.

"Amount of Funding" means thirty million euros (€30,000,000).

"Net Amounts" means the amounts obtained by the Borrower and/or the Guarantors by virtue of the disposal of assets, subsidiaries and businesses, sale or assignment of concessions, the collection of insurance indemnities or any other transaction by which they obtain an economic flow, less the taxes levied on the transaction (including capital gains), as well as the justified and reasonable expenses derived from such transactions.

"Confidential Information" means all information relating to the Borrower, any Obligor or the Financing Documents, of which the Agent or a particular Financing Entity becomes aware in its capacity as, or for the purpose of obtaining the status of, Agent or Financing Entity, or which is received by the Agent or a Financing Entity in connection with, or with the aim of obtaining the status of Agent or Financing Entity under, the Financing Documents through:

(i) any member of the Obligors' group or any of their advisors; or

(ii) of the Agent or other Funding Entity, if the information was obtained by that Agent or that Financing Entity, directly or indirectly, from another member of the group or from any of its advisors,

in any format, including verbal information and any document, electronic file, or any other means of representation or recording of information containing, derived from, or copied from such information, but excluding information that:

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(iii) is or becomes public information for any reason other than the breach, direct or indirect, by such Financing Entity of the terms established in the Clause 32; or

(iv) at the time of submission, is identified in writing as non-confidential by a class member or any of its advisors; or

(v) is known to such Funding Entity prior to the date on which the information is disclosed to it in accordance with the provisions of paragraphs (i) or (ii) above or has been lawfully obtained by such Funding Entity after that date, from a source that, to the best of the knowledge of such Funding Entity, is not related to the Group and, in both cases, to the best of the Financing Entity's knowledge, has not been obtained in breach of, and is not otherwise subject to, an obligation of confidentiality; and

(vi) the interest rate that reflects the effective cost at which the Financing Entities have been able to borrow funds in the case provided for in the Clause 13.2.

"Interests" or "Ordinary Interest" means the interest accrued and calculated, at the Interest Rate, in accordance with the Clause 11.

"Interests of Delay" has the meaning ascribed to it in the Clause 14.

"Liquid Temporary Financial Investments" means financial investments convertible into cash, with a maturity not exceeding three (3) months from the date of acquisition, which do not have significant risks of change in value and which are part of the normal treasury management policy of the company concerned. For clarification purposes, any financing transactions granted to the parent company of the Group or to any other company of the group shall not be considered as Liquid Temporary Financial Investments.

"Insolvency Law" means the revised text of the Insolvency Law approved by Royal Legislative Decree 1/2020, of 5 May, as it may be novated or amended from time to time, as well as any other regulation that may replace it in the future.

"Civil Procedure Law" means Law 1/2000, of 7 January, on Civil Procedure, as it may be renewed or amended from time to time, as well as any other regulation that may replace it in the future.

"Representations and Warranties" means the representations and warranties made by the Obligors under the Clause 19.

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"Margin" means the margin used for the calculation of the Ordinary Interest Rate applicable to the Financing, in accordance with the provisions of the Clause 12.2.

"Sustainability Margin" has the meaning given to it in the Clause 12.2.

"Majority of Financing Entities" means the group of financing entities whose participation represents at least sixty-six percent (66.00%) of the total debt of this Financing (total debt being understood as the amounts available and/or drawn and not amortized under this Agreement).

"Month" means the period between a given day and the day of the same number of the following month, unless such following month does not have a day of the same number, in which case it shall end on the last day of that month.

"Secured Obligations" means all pecuniary obligations, including the repayment of the Principal, payment of Interest and Interest for Late Payment, Commissions, costs and expenses, arising from, or which may arise in the future for the Obligors under the Financing Agreement, as amended or modified from time to time.

"Obligors" means, jointly, the Borrower and the Guarantors.

"CESCE Offer" means an offer submitted by CESCE, a copy of which is attached as Annex VIII hereto.

"Allowable Payments" means any remuneration or payment for administrative/management expenses, salaries, stock option plans, "RSU" plans or employee stock purchase plans or warrants made or payments of a similar nature to those stated above to any shareholder, director/director (or observer of the board of directors), employee or director of the Obligors (including the Chief Executive Officer and/or Chief Financial Officer of the Group) and/or any beneficiary of any share option plan, MSW plans or share purchase plan for employees or service providers (assimilated to employees) or warrants of the Group.

"Sanctioned Country" means any country or territory (or its Government) that is subject to or subject to Sanctions, including, without limitation, Russia, Iran, North Korea, Sudan, South Sudan, and Syria.

"Participation" means, in relation to each of the Funding Entities, the aggregate amount of its participation in the Financing Amount.

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"Equity" means, with respect to the Audited Consolidated Annual Financial Statements, the amount of the item "equity" or "equity", reported as "total equity attributable to owners of the company liabilities".

"Period of Interest" means each of the periods into which the term of the Financing is divided, for the purposes of accrual and settlement of interest, in accordance with the Clause 10.

"Business Plan" means the business plan attached to this Agreement as Schedule III.

"CESCE Policy" has the meaning given to it in the Clause 22.29.1.

"CESCE Premium" has the meaning given to it in the Clause 22.29.3.

"Principal" means, from time to time, the amount paid to the Borrower under the Financing, minus, if applicable, the amounts previously repaid under Ordinary Amortization or Early Amortization.

"Generally Accepted Accounting Principles" means the accounting principles contained in the General Chart of Accounts or those others that replace them in the future and that are applicable in Spain, including the International Accounting Standards, as long as they are mandatory to be applied to the Obligated Parties and the rest of the companies of the Group.

"Financial Debt/Equity Ratio" or "DF/PN Ratio" means, with respect to the Audited Consolidated Annual Financial Statements, the result of dividing Financial Debt by Equity.

"Net Financial Debt/Equity Ratio" or "DFN/PN Ratio" means, with respect to the Audited Consolidated Annual Financial Statements, the result of dividing Net Financial Debt by Equity.

"Financial Ratios" or "Ratios" means the DF/NP Ratio and the DFN/NP Ratio.

"Sustainability Requirement" means the seventeen (17%) annual increase in tonnes of CO2 equivalent avoided by chargers connected to MyWallbox, taken based on the ESG Report benchmark for the immediately preceding Year. In the 2023 financial year, the first reference year will be the figure of tonnes avoided (340,000 tonnes CO2 equivalent avoided) of the 2022 ESG Report.

"Drawdown Request" means the Borrower's request for Drawdown from the Financing Amount, following the model attached as Annex IV.

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"Sum Insured" means the Principal of the Amount of the Financing covered under the CESCE Coverage.

"Market Breakdown Event" means any circumstance that determines the impossibility for a Financing Entity or Financing Entities whose Participation represents at least thirty percent (30.00%) of the Principal at any given time, to contract the liability operations necessary to finance the funds lent under this Agreement under the corresponding term and amount conditions and, in particular, but not limited to, those cases in which:

(i) the cost of such liability transactions is for the Financing Entity(s) concerned higher than the EURIBOR or EURIBOR used to calculate the Principal Replacement Interest Rate, if applicable at that time;

(ii) would have happened an Assumption of Substitution of the Original Reference Rate and the agreement of the Majority of Funding Entities on the issues provided for in the Clause 12.4.1 within thirty (30) Calendar Days from the date on which the Original Reference Rate Substitution Event occurred; or

(iii) would have been applicable to the Clause 12.6 and none of the Reference Entities had communicated to the Financing Entities the interest rate mentioned in that Clause.

"Interest Rate" or "Ordinary Interest Rate" means the interest rate applicable to the Financing as provided in the Clause 12.

"Late Payment Interest Rate" means the interest rate applicable in the event of default of the Financing, provided for in the Clause 14.3.

"Principal Substitute Interest Rate" means the interest rate applicable to the Financing as provided in the Clause 12.5.

"Subsidiary Substitute Interest Rate" means the interest rate applicable to the Financing as provided in the Clause 12.6.

"Substitute Interest Rates" means, together, the Principal Substitute Interest Rate and the Subsidiary Substitute Interest Rate.

1.2. Interpretation

1.1.2. Terms defined in the singular shall have the same meaning when used in the plural, and vice versa.

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1.1.3. Except as otherwise expressly provided, all references to clauses, paragraphs, subparagraphs and annexes shall be construed as references to the relevant clauses, paragraphs, subparagraphs and annexes to this Agreement.

1.1.4. Unless expressly provided otherwise, all references made in this Agreement to legal rules, of any rank, shall be understood to be made to such rules according to their wording in force at any time and, in the event of being repealed, to the rules that repeal or replace them in the regulation of the matter in question.

1.1.5. The drafting of this Agreement has been the result of the negotiation and joint efforts of the Parties to it, so Article 1288 of the Civil Code will not be applicable to interpret it against any of them.

2. Funding

2.1. Granting of Funding

2.1.1. The Financing Entities grant and the Borrower accepts financing of a commercial nature in the Amount of the Financing under this Agreement.

2.1.2. The Borrower agrees to repay the Principal of the Financing and to pay any Interest, Fees, expenses and any other amounts due in connection with the Financing under the terms of this Agreement.

2.2. Purpose of Funding

2.2.1. The Borrower undertakes to allocate the Financing Amount for the following purposes:

(i) the partial financing of the investments of the Wallbox Barcelona Project and, in particular, the acquisition of the Wallbox Chargers Assets;

(ii) the payment of the CESCE Premium;

(iii) the payment of the Funding Structuring Commission and the Agency Commission; and

(iv) finance the expenses arising from the preparation, negotiation and formalization of the Financing Documents.

2.2.2. Neither the Agent nor any Financing Entity assumes the obligation to verify that the Borrower uses the Financing Amount for the corresponding purposes indicated in this Clause.

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2.2.3. Notwithstanding the foregoing, the alteration of the destination of the Financing Amount that, if applicable, may be made by the Borrower without the consent of the Financing Entities, will entail a Cause for Early Maturity of the Financing, in accordance with the provisions of the Clause 24.3. To this end, the Borrower shall be bound by the if any Funding Entity requires it through the Agent to provide documentary proof to the Financing Entities that it has applied the funds of the Financing to the destination provided for in this Clause, for which it will have a period of ten (10) Calendar Days.

2.3. Sustainable Financing

2.3.1. It is the will of the Parties to collaborate so that this Financing can be classified as sustainable financing in accordance with the Sustainability Linked Loan Principles, published by LMA (Loan Market Association), APLMA (Asia-Pacific Loan Market Association) and LSTA (Loan Syndications and Trading Association), in their applicable updated version.

2.3.2. The Financing Entities do not assume any liability to the Obligors or third parties by reason of this classification, either present or future.

3. Duration and expiry

3.1. This Agreement shall remain in effect until the Final Maturity Date (or, if earlier, until the date on which all amounts due under this Agreement are paid in full), provided that the Borrower has paid to the Lenders all sums due for any purpose (including, without limitation, Principal, Ordinary Interest, Late Payment Interest, Commissions, Expenses, Costs, etc.) under this Agreement.

3.2. Otherwise, this Agreement shall remain in force until the date on which all amounts due by the Borrower for any reason whatsoever (including, without limitation, Principal, Ordinary Interest, Late Payment Interest, Commissions, expenses, costs, etc.) arising out of this Agreement have been duly satisfied.

3.3. The initial Participation of each of the Financing Entities in the Amount of the Financing is that identified in the table included in Annex V.

4. Conditions for the granting of the Financing

4.1. The Parties declare that the entry into force of this Agreement has been conditional on the satisfaction of the Financing Entities, prior to or simultaneously with the Signing Date, of the following circumstances:

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(i) that the Obligated Parties have delivered to the Agent, for distribution among the Financing Entities and to their satisfaction, the following documents:

(a) the deeds and notarial acts comprising the corporate resolutions and powers of attorney legally necessary for the execution and fulfillment of the Financing Documents and any acts, contracts or operations provided for therein;

(b) any documents reasonably requested to comply with applicable money laundering regulations or other applicable regulations for the fulfillment of Know Your Customer's obligations;

(a) a report prepared by the Borrower justifying that the seventeen (17%) annual increase in tonnes of CO2 equivalent avoided by chargers connected to MyWallbox constitutes an ambitious target for the Borrower and represents a significant improvement that goes beyond a Business as Usual trajectory.

(b) the following financial information of the Group:

‒ the Audited Annual Financial Statements for the year ended December 31, 2022; and

‒ any other information of a financial nature about the Obligors that the Agent (acting on behalf of the Financing Entities) has reasonably requested from the Obligors;

(ii) that the Borrower has opened the Master Account with the Agent; and

(iii) that all of the Financing Documents (especially the Guarantees that must have been granted at any time in accordance with the provisions of this Agreement) and the United States Financing Agreement have been executed, that such documents are in full force and that there has been no breach of them.

4.2. By signing this Agreement, the Parties declare and warrant (to the full satisfaction of the Financing Entities) that, prior to or simultaneously with the execution of this Agreement, the Prior Conditions referred to in Clause have been fulfilled 4.1 previous.

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5. Disposition of the Amount of Financing

5.1. Disposition on Signature Date

5.1.1. The Borrower makes a Drawdown for the Amount of the Financing, as the Preconditions and Drawdown Conditions have been fulfilled to the satisfaction of the Financing Entities.

5.1.2. The amount of the Disposition requested on the Signing Date will be disbursed on the Business Day following the Signing Date and will be blocked in the Master Account, without the Borrower being able to make any charge or transfer other than the payment of the CESCE Premium and those necessary to meet the payment of the Commissions until the Conditions for the Release of the Master Account are met.

5.1.3. Likewise, the Borrower irrevocably authorizes the Agent to pay the CESCE Premium and, in particular, instructs the Agent to make any transfer that it has to make from the Main Account for the signing and entry into force of the CESCE Policy.

5.2. Terms and Conditions of Disposition

The Disposition of the Financing Amount has been subject to the fulfilment of the following conditions (the "Disposition Conditions"):

(i) the Borrower submits a Disposition Request in advance on terms satisfactory to the Agent;

(ii) that the Provision shall be requested for an amount equal to the Financing Amount;

(iii) that, on the Date of Signature, a request for disposition under the U.S. Financing Agreement had been submitted in an amount directly proportional to the amount included in the Request for Disposition, i.e., the amount of such loan;

(iv) that, on the Signing Date, the Borrower has paid in the Commissions accrued on that date under the terms provided for in this Agreement and in the Letters of Commissions;

(v) that, on the Disbursement Date, the Representations and Warranties granted in this Agreement and in each of the Documents of the Financing by the Obligors are fully in force and are truthful and accurate;

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(vi) that none of the Obligated Parties is in a situation of insolvency or insolvency and that the negotiation of a restructuring plan has not begun in accordance with the provisions of articles 585 et seq. of the Insolvency Law or equivalent in the corresponding jurisdiction;

(vii) that none of the obligations for the Obligors provided for in this Agreement and in the Financing Documents have been breached and, in general, there is no Cause of Early Maturity or Substantial Adverse Effect; in particular, the Borrower must certify that the Financial Ratios are not breached due to the requested Provision by signing the Disposition Request form following the model included in Annex IV; and

(viii) that any of the Obligors had carried out one or more capital increases for an aggregate amount of thirty-five million euros (€35,000,000). For these purposes, all capital increases in the Obligated Parties that take place after May 1, 2023 are taken into account.

5.3. Release of the Main Account

5.3.1. The following shall be necessary conditions for the Borrower to be able to freely dispose of the amounts in the Master Account (the "Conditions for the Release of the Master Account"):

(i) the issuance of a legal opinion on the capacity of the Obligated Parties on terms satisfactory to the Financing Entities;

(ii) the issuance of a legal opinion issued by Gómez-Acebo & Pombo, S.L.P. as legal advisor to the Financing Entities (whose fees will be borne by the Borrower) regarding the validity and enforceability of the Financing Documents;

(iii) that the CESCE Policy is signed on terms satisfactory to the Agent, the payment of the CESCE Premium is made and the CESCE Policy enters into force;

(iv) that the Representations and Warranties granted in this Agreement and in each of the Financing Documents by the Obligors are in full force and effect, truthful and accurate;

(v) that none of the Obligated Parties is in a situation of insolvency or insolvency and that the negotiation of a restructuring plan has not begun in accordance with the provisions of articles 585 et seq. of the Insolvency Law or equivalent in the corresponding jurisdiction; and

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(vi) that none of the obligations for the Obligors provided for in this Agreement and in the Financing Documents have been breached and, in general, there is no Cause of Early Maturity or Material Adverse Effect

5.3.2. The Agent undertakes to inform the Borrower and the Financing Entities in a timely manner of the entry into force of the CESCE Policy, as well as of any action to be taken by the Borrower in relation to the CESCE Policy.

5.3.3. The Borrower undertakes to carry out all necessary or convenient actions and provide all the information required by the Agent so that the CESCE Policy is signed and enters into force as soon as possible from the Date of Signature.

6. Commissions

6.1. Agency Commission

6.1.1. The Borrower will pay the Agent an agency fee on an annual basis, which will amount to the amount of seven thousand five hundred euros (€7,500.00) to which will be added the corresponding Value Added Tax that, if applicable, is applicable and revisable annually according to the increase in the Consumer Price Index.

6.1.2. The payment of the Agency Fee corresponding to the first annuity of the Financing Agreement shall be made by the Borrower to the Agent on the date of the first Drawdown of the Financing Amount, by debiting the Main Account.

6.1.3. The Agency Fee will be paid in advance and will not be refundable.

6.2. Structuring Committee

The Borrower shall pay to the Agent, for distribution among the Financing Entities in proportion to their respective Participation in the Financing, a structuring fee, under the terms agreed in a separate letter.

6.3. Voluntary Early Amortization Fee

The Borrower shall pay to the Agent, for distribution among the Financing Entities in proportion to their respective Participation, an early repayment fee in the amount equivalent to fifty basis points (0.50%) of the Principal repaid, in the event that the Borrower makes a Voluntary Early Repayment (total or partial).

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6.4. Payment of Commissions

6.4.1. In accordance with the provisions of Clause 16 and in the Clause 18.2, the amount of the Commissions regulated in this Clause shall be paid, charged to the Main Account, free of any charge, levy or contribution, being on behalf of the Obligated Parties any taxes, charges, levies or similar that may be applicable.

6.4.2. In accordance with the 24.2, failure to comply with the payment obligations of the Commissions is a Cause for Early Maturity of the Financing.

7. Rights and obligations of Funding Entities

7.1. The rights and obligations of each Funding Entity under this Agreement are joint. The rights may be exercised by each holder with full autonomy and independence from the rights whose exercise is incumbent on another Financing Entity, unless otherwise expressly agreed in this Agreement.

7.2. Any of the Financing Entities may carry out, in accordance with the terms of this Agreement, acts of an extrajudicial nature aimed at the preservation and defense of its own rights and those of the other Financing Entities. Each Financing Entity may exercise its own rights through judicial channels under the terms set forth in this Agreement, provided that it gives prior notice to the Agent. However, the enforcement of the Security Interests may only be carried out by the Agent, subject to the agreement of the Majority of the Financing Entities, as indicated and under the terms set forth in the Clause 26.3.3.

7.3. In the event that any Financing Entity does not comply with its obligations under the terms of this Agreement, this will not affect the rest of the Financing Entities, which will only be obliged individually, without prejudice to the actions that may be taken against the non-compliant entity by the Obligors.

7.4. Failure by any Financing Entity to comply with its obligations shall not entitle the Obligors to terminate the Contract, nor shall it release the other Financing Entities from complying with theirs, and the Obligors shall be compelled to comply in any case with the obligations assumed in this Agreement.

8. Regime for the Adoption of Agreements by Financing Entities

Decisions taken by the Financing Entities under this Agreement, including waivers of the exercise of rights, shall be taken by the majorities provided for in the Inter-Creditor Agreement and in accordance with the procedure provided for in the Inter-Creditor Agreement.

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9. Testing, Calculations, and Executive Action

9.1. For the purposes of this Agreement, the Agent shall open and keep in its books a special account to which it shall debit the amount of the Principal, as well as the Interest, Commissions, expenses, Late Payment Interest and any other amounts accrued in accordance with the Agreement and are held by the Borrower, from which the outstanding balances at any time of the Financing Amount may be certified. In the same way, all the amounts received by the Borrower's Agent and/or, where applicable, from the Guarantors will be paid into them to be distributed among the Financing Entities, so that the overall balance of these accounts reflects the amount of the Outstanding Debt at all times.

9.2. In addition to the account referred to in the preceding paragraph, each of the Financing Entities shall open and keep in its books a special account in which it shall debit the amounts paid by it to the Borrower (if applicable, through the Agent) and the Interest, Commissions, Late Payment Expenses and Interest and any other amounts owed by the Borrower to said Financing Entity for any of the items indicated in this Contract and in which all the amounts received by the Financing Entity from the Borrower and/or, where applicable, from the Guarantors through the Agent will be paid.

9.3. In the event of assignment in accordance with the provisions of the Clause 28.2, the assignor shall cancel all or part of the aforementioned accounts, and the corresponding accounts shall be opened by the assignee.

9.4. It is expressly agreed that, for the purposes of enforceability through the corresponding judicial or extrajudicial channels in the event of expiration, even early, of this Agreement, in accordance with its own terms, the balance resulting at the closing of the Agent or, in the case provided for in the Clause 24.27.5 the corresponding Financing Entity, the accounts referred to in the preceding sections, unless proven errors.

9.5. To credit the net amount of the balance due, it will be sufficient:

(i) that the Agent accompanies the testimony issued by the Notary of the original of this policy or authorized copy thereof, a certification intervened by a notary public, in which the balance or debt that is claimed is accredited;

(ii) that such balance coincides with that shown in the above-mentioned accounts, opened to the Borrower by Agent or, in the case provided for in the Clause 24.27.5, the Funding Entity concerned; and

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(iii) that the liquidation has been carried out in the manner agreed by the Parties in this Clause, in accordance with the provisions of Article 572 of the Code of Civil Procedure.

9.6. For clarification purposes, the issuance by the Agent of the certificate referred to above shall not prevent the subsequent issuance by any of the Financing Entities of any certificate relating to their individual account, for the purposes of the separate execution of the Personal Guarantee.

9.7. Consequently, it will be sufficient for the exercise of enforcement action against the Obligors, subject to the provisions of this Agreement, even in the event of termination of this Agreement or loss of the benefit of the term by the Obligors, the presentation of:

(i) a notarized testimony or authorized copy (enforceable) of the policy under which this Agreement is enforced;

(ii) the reliable or intervened document that incorporates the balance certificates issued by the Agent at the indication of the Financing Entities or, in the case provided for in Clause 24.27.5, the corresponding Financing Entity, and that meets the other legally required requirements, unless there is an error in the calculation; and

(iii) the document proving that the Obligors have previously been required to pay the amount due as a result of the settlement.

9.8. For the purposes of this Clause, the Borrower expressly authorizes the Agent and the Financing Entities to request enforceable copies of this policy. Likewise, the Financing Entities undertake to deliver to the Agent the executive copies of this policy that are in their possession, at the request of the Agent.

10. Period of Interest

10.1. For the purposes of determining the Applicable Interest Rate and calculating and settling the Interest, the life of the Financing will be divided into Interest Periods, which will last three (3) Months.

10.2. The first Interest Period shall commence on the date of the first Disposition and shall end three (3) Months after the Disposition. Subsequently, each Interest Period will begin on the termination date of the immediately preceding Interest Period. For the calculation of the different Interest Periods, the first Calendar Day of the same included in said Interest Period and the last excluded Day will be understood.

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10.3. In addition to the foregoing, if an Interest Period ends on a date other than a Business Day, the expiration of such Interest Period will be moved to the immediately following Business Day, unless such Business Day corresponds to the following Month, in which case, the expiration of the Interest Period will be moved to the immediately preceding Business Day. The settlement of Interest for that Interest Period and that of the following Period will take into account any adjustment that may occur. The next Interest Period will end on the same date as it would have been if the above circumstances had not occurred.

10.4. On each Ordinary Amortization date, the current Interest Period will end and the next one will begin. Consequently:

(i) no Interest Period may last longer than the next Ordinary Amortization date;

(ii) no Interest Period may last longer than the Final Maturity Date, so the last Interest Period may be an irregular period.

11. Accrual and settlement of Interest

11.1. Accrual

The Principal of the Financing Amount will accrue on a daily basis, in favor of the Financing Entities, Interest at the Ordinary Interest Rate in accordance with this Agreement.

11.2. Calculation

11.2.1. The calculation of the total amount of Interest accrued in each Interest Period, in relation to each Financing Amount, will be carried out in accordance with the following formula:

Interest = (P * I * D) / 360

Where:

"P" is the Principal of the Financing Amount.

"I" is the Ordinary Interest Rate.

"D" is the number of Calendar Days elapsed from the Interest Period.

11.3. Liquidation

11.3.1. Interest shall be settled and payable, without notice, at the expiration of each Interest Period) and shall be paid by 10:30 a.m. (Central European Time) on each applicable Interest Settlement Date.

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11.3.2. For the calculation of the Interest to be settled on each Interest Settlement Date, the year of three hundred and sixty (360) days will be used as a basis, such interest being calculated on the exact number of Calendar Days elapsed in each case.

11.3.3. Exceptionally, in the event of an Early Redemption in accordance with the provisions of the Clauses 15.2, 15.3 and 15.4, the accrued Interest corresponding to the Principal that has been prepaid must be paid on the corresponding Early Redemption Date.

12. Ordinary Interest Rate

12.1. Determination of the Ordinary Interest Rate

The Ordinary Interest Rate applicable to the Principal of the Financing during each Interest Period shall be calculated by the Agent, by adding the Margin to the EURIBOR (or, if the provisions of Clause apply). 12.4, the Substitute Reference Rate), and shall be set prior to the start of each Interest Period, taking as the reference date the third (3rd) Business Day prior to the date on which each Interest Period begins.

12.2. Margin

12.2.1. For the purposes of this Agreement, the Margin applicable to the Principal of the Financing Amount, during each Interest Period, shall be three hundred and twenty-five basis points (3.25%), less a bonus of ten basis points (0.10%) if there is an annual increase of seventeen percent (17%) in the tonnes of CO2 equivalent emissions avoided by chargers connected to MyWallbox, based on the reference value of the immediately preceding year (the "Sustainability Margin").

12.2.2. Once the Borrower provides the Agent with the Audited Financial Statements and the independent report of the Sustainable Consultant regarding the compliance with the Sustainability Requirement in accordance with the provisions of the Clause 20, the Agent will calculate and settle the interest for the following Settlement Dates by applying or not applying the Sustainability Margin.

12.2.3. The Sustainability Margin will be determined by whether or not the Sustainability Requirement is met at the end of the previous Year, so the Sustainability Margin bonus will only be applicable to subsequent Interest Periods in which compliance with the Sustainability Requirement has been verified.

12.2.4. For clarification purposes, the Parties declare that the bonus will only be applicable from the moment the Audited Financial Statements and the independent report of the Sustainable Consultant regarding compliance with the

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Sustainability Requirement are provided to the Agent in accordance with the provisions of the Clause 20, in relation to the year ended 31 December 2023.

12.2.5. In the event that the Borrower fails to provide the Agent with the Audited Financial Statements and the independent report of the Sustainable Consultant regarding compliance with the Sustainability Requirement in accordance with the provisions of the Clause 20, the Sustainable Margin shall cease to apply until the date on which the Borrower submits such information.

12.2.6. If the Agent receives the Audited Financial Statements and the independent report of the Sustainable Consultant regarding compliance with the Sustainability Requirement after the deadline and confirms that the Sustainability Margin applies, it will not proceed to recalculate the Margin for the previous Interest Periods in which the Borrower could have benefited from the Sustainability Margin bonus and will only apply the Sustainability Margin from the next Interest Settlement Date.

12.2.7. Interest will accrue even during the grace period for repayment of the principal. The accrual of interest will be calculated on the balances drawn down and the amounts outstanding to be repaid at any given time

12.3. EURIBOR

12.3.1. For the purposes of this Agreement, EURIBOR (European Interbank Offered Rate) means the reference rate of the Euro Area Money Market resulting from the application of the convention in force at any given time, under the sponsorship of the European Money Market Institute (EMMI) and currently published on the REFINITIV EURIBOR 01 screen (or such financial information screen or service as replaces it from time to time). at eleven (11.00) hours (Central European Time) of the third (3rd) Business Day immediately prior to the date on which the corresponding Interest Period begins for financing with delivery of deposits, three (3) Business Days after the day of the rate fixing according to the TARGET (Trans-European Automated Real-time Gross Settlement Express Transfer) schedule for deposits in euros for a term equivalent to the applicable Interest Period, that is, three (3) Months.

12.3.2. In addition to the above:

(i) in the event that the EURIBOR is negative, the EURIBOR shall be deemed to be zero;

(ii) EURIBOR will be increased, where appropriate, by any tax or surcharge that may be levied or may be levied in the future on this type of operation,

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plus any other type of expenditure that may arise from the management to obtain the corresponding funds.

12.3.3. In the event that there is no reference of EURIBOR to the period indicated in the Clause 12.2 The Agent shall notify the Borrower of this circumstance and shall calculate the interest rate applicable to that period by means of the linear interpolation of the two rates corresponding to the immediately preceding and immediately following period for which there is a quote. In the event that there is no immediately preceding period, the interest rate corresponding to the immediately following period will be applied. The reference rate thus obtained by the Agent shall be the one taken into consideration for the purpose of determining the reference rate referred to in the preceding paragraph.

12.4. Assumption of Substitution of the Original Reference Rate

12.4.1. In the event of a Substitution of the Original Reference Rate (as defined below), any decision, action, authorization, waiver or modification of this Agreement relating to, but not limited to, the following, shall be approved by agreement of the Majority of Lenders and the Borrower:

(i) the replacement of the Original Reference Type with a Substitute Reference Type; and

(ii) the adoption of any of the following decisions:

(a) the adaptation of any Clause contained in this Agreement to the use of the Substitute Reference Rate;

(b) the provision in this Agreement of the possibility of using the Replacement Reference Rate for the purpose of calculating the Interest in this Agreement (including, without limitation, any other modifications that may be necessary to enable the Replacement Reference Rate to be applicable to this Agreement);

(d) the regulation of the corresponding clauses of substitute interest rates (and market breakdown) that are applicable to the Substitute Reference Rate; or

(e) the adjustment of the price to reduce or eliminate, to the extent possible, any transfer of economic value from one Party to another as

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a result of the application of the Substitute Reference Rate (and, in the event that any adjustment or method of calculation has been formally designated or recommended by the Designating Body, the adjustment shall be made in accordance with that designation or recommendation).

12.4.2. For the purposes of this Clause:

"Nominating Body" means any central bank, regulator, supervisory authority or set thereof, any working group or committee sponsored or directed by any of the foregoing or constituted at its request or by the Financial Stability Board.

"Original Reference Rate Substitution" means the occurrence of one or more of the following events:

(i) a public statement or publication of information by the administrator of the Original Reference Type announcing that it has stopped, or will cease, to publish it permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator who will continue to publish it (in which case, the date of replacement of the Original Reference Type with the Substitute Reference Type shall be the Business Day on which the Original Reference Type ceases to be published permanently or indefinitely in accordance with the administrator's declaration or publication);

(ii) a public statement or publication of information by the regulatory supervisor of the administrator of the Original Reference Rate, the central bank of the currency of the Original Reference Rate, an insolvency administrator with jurisdiction over the administrator of the Original Reference Type, a resolution authority with jurisdiction over the administrator of the Original Reference Rate, or a court or entity with similar insolvency or resolution powers over the administrator of the Original Reference Type, who declares that the administrator of the Original Reference Type has ceased or will cease to provide the Original Reference Type permanently or indefinitely, provided that, at the time of such declaration or publication, there is no successor administrator who will continue to provide the Original Reference Type, (in which case, the date of replacement of the Original Reference Rate with the substitute benchmark shall be the Business Day on which the Original Reference Type ceases to be published permanently or indefinitely in accordance with the relevant statement or publication);

(iii) a statement by a regulator or other official industry entity prohibiting the use of the Original Reference Type or indicating that its use is subject to adverse

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restrictions or consequences for the parties, or in the absence or withdrawal of the authorization of the administrator of the Original Reference Type, the absence or withdrawal of the Original Reference Type or its administrator from any official registry;

(iv) the statement by the Original Reference Rate management entity that the Original Reference Rate should be determined in the context of a reduced submission by banks or in accordance with the banks' policies or contingency plans or other arrangements and, in the opinion of the majority of Funding Entities, this is not a temporary situation; or

(v) the decision of the Majority of Lenders and the Borrower that the Original Reference Rate is no longer the appropriate benchmark for calculating the Financing interest rate.

In no case shall the change in the methodology, formula or calculation system of the Original Reference Rate be understood as a Case of Substitution of the Original Reference Rate.

"Original Reference Rate" means the EURIBOR benchmark.

"Substitute Reference Type" means the following benchmarks, in the following order:

(i) is formally designated, elected, or recommended as a substitute for the Original Reference Type by:

(a) the management entity of the Original Reference Type (provided that the market or economic reality measured by the proposed Reference Rate is the same as that of the Original Reference Rate); or

(b) any Nominating Body;

in the event that the two entities referred to in paragraphs (a) and (b) above both designate, choose or recommend a Substitute Reference Type, the opinion of the Designating Body shall prevail;

(ii) in the opinion of the majority of Financing Entities and the Borrower, is the benchmark generally accepted in the international or domestic syndicated financing market as a substitute for the Original Reference Rate; or

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(iii) in the opinion of the Majority of Lenders and the Borrower, the index deemed to be the appropriate benchmark to replace the Original Reference Rate.

12.5. Principal Substitute Interest Rate

12.5.1. In cases where the EURIBOR cannot be determined in accordance with the provisions of the Clause 12.2, the Principal Substitute Interest Rate will be applied as the result of the sum of the EURIBOR for Interest Periods of the next shorter duration for which it is possible to determine the interest rate, plus the Margin.

12.5.2. In addition to the above:

(i) in the event that the EURIBOR is negative, the EURIBOR shall be deemed to be zero (0); and

(ii) EURIBOR will be increased, where appropriate, by any tax or surcharge that may be levied or may be levied in the future on this type of operation, plus any other type of expenditure that may arise from the management to obtain the corresponding funds.

12.6. Subsidiary Substitute Interest Rate

12.6.1. In the event that it is not possible to determine the Principal Substitute Interest Rate in accordance with the provisions of the Clause 12.5, the Subsidiary Substitute Interest Rate will be applied, which will be equal to the arithmetic average of the interest rates provided by the Reference Institutions on the day of the start of the corresponding Interest Period for deposits of one (1) calendar day duration, plus the Margin. The rate so determined shall be applied on the same calendar day as its determination.

12.6.2. In addition to the above:

(i) in the event that the reference rate calculated in accordance with the provisions of the preceding paragraph is negative, it shall be deemed to be zero (0); and

(ii) The reference rate will be increased, where appropriate, by any tax or surcharge that may be levied or may be levied in the future on this type of operation, plus any other type of expense that may arise from the management to obtain the corresponding funds.

12.6.3. For the purposes of this Agreement, "Reference Entities" means the following:

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‒ Banco Santander, S.A.

‒ Banco Bilbao Vizcaya Argentaria, S.A.; and

‒ Caixabank, S.A.

12.6.4. The replacement of any such Reference Entities shall be provided by a new appointment by the Financing Entities, with such designation being communicated to the Borrower.

12.6.5. The following rules shall apply in relation to Reference Entities:

(i) if any of the Reference Institutions merges with a credit institution or is absorbed by another, it will be replaced, for the purposes provided for in this Agreement, by the new resulting or absorbing entity;

(ii) in the event of the spin-off of any of the Reference Entities, all the entities resulting from the spin-off that continue to be credit institutions will be considered Reference Entities; and

(iii) if any of the Reference Entities acquires a stake in this Financing or is absorbed by any Funding Entity, such entity shall cease to be a Reference Entity for the purposes of this Agreement.

12.6.6. Any of the Reference Entities may be replaced by another entity by agreement of the Borrower and the Financing Entities (through the Agent).

12.7. Conditions Common to Substitute Interest Rates

12.7.1. In the event of the application of any of the Substitute Interest Rates, as many settlements will be made as Substitute Interest Rates have been used, each for the number of days of application of the respective rate. In any case, the corresponding accrued interest will only be liquid and payable on the last day of each Interest Period.

12.7.2. The application of the Substitute Interest Rates shall cease at the time when the exceptional circumstances that would have given rise to their application cease to exist and the application of the Ordinary Interest Rate shall return as soon as market circumstances permit, upon immediate notification by the Agent (at the request of any of the Financing Entities) to the Borrower.

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12.7.3. To return to the application of the Ordinary Interest Rate:

(i) In the event that the Principal Substitute Interest Rate had been applied

Three (3) Business Days before the expiration of the Interest Period then in force in which the Principal Replacement Interest Rate would have been applied, the procedure for determining the Ordinary Interest Rate will be restarted, as established in Clause 12.

(ii) In the event that the Subsidiary Substitute Interest Rate has been applied

And, consequently, the Interest Period then in effect is one (1) Business Day or the refund of the Ordinary Interest Rate coincides with one of the last three (3) Business Days of an Interest Period of application of the Principal Replacement Interest Rate, the Borrower will decide on the new Interest Period on the same day of the notification by the Agent of the refund of the Ordinary Interest Rate.

Such Interest Period shall commence three (3) Business Days after notification by the Agent, and the then-current Replacement Interest Rate shall apply in the meantime.

12.8. Communication of the applicable Interest Rate

12.8.1. Both the Ordinary Interest Rate and the Substitute Interest Rate shall be communicated by the Agent to the Borrower no later than thirteen (13.00) hours (Central European Time) on the Business Day of the start date of the relevant Interest Period. With respect to the Subsidiary Replacement Interest Rate, this will be communicated by the Agent (on behalf of the Financing Entities) to the Borrower on the same day of its determination.

12.8.2. In the event of a proven error in the calculation of the Ordinary Interest Rate or the applicable Substitute Interest Rate, which has been verified at any time during the current Interest Period, it will be corrected by the Financing Entities immediately, and such correction will take effect from the initial date of application of the erroneous rate.

12.8.3. For the purposes of this Agreement, the impression made by the Agent (on behalf of the Funding Entities) of the corresponding screen at the established time or, as the case may be, the communication made to the Funding Entities by the Reference Entities, without any additional requirement, shall serve as reliable proof of the EURIBOR applicable at any given time.

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12.8.4. In the event that the EURIBOR or the Substitute Reference Rate is less than zero (0), the applicable reference rate (to which the Margin must be added) shall be zero (0).

13. Market Breakout

13.1. The Borrower acknowledges and accepts that the proper functioning of the interbank money market and the absence of any Market Breakdown Assumption is an essential premise for the granting and maintenance of the Financing.

13.2. In the event of a Market Breakdown, any Financing Entity that may be affected by circumstances that may give rise to the application of this Clause shall immediately notify the Agent within two (2) Business Days and the Agent shall also notify the Borrower on the Business Day following becoming aware of the circumstance. It also indicates:

(i) Period of Interest

The Interest Period corresponding to the Principal of the Financing will have a duration of one (1) Month, unless it is necessary to determine a different duration in view of the terms at which the affected Financing Entities may contract in the market, if applicable, the liability operations necessary to continue financing (automatically adjusting the duration of the next Interest Period if the Market Breakdown Event has ceased so that it ends on the date that would have corresponded to it).

(ii) Applicable Interest Rate

It will be the result of adding the following concepts:

(a) the interest rate reflecting the effective cost at which the Financing Entities have been able to borrow funds on the start date of the relevant Interest Period;

(b) the Margin; and

13.3. The Interest Period following that determined in accordance with the provisions of the Clause 13.2(i) The foregoing shall be automatically adjusted in terms of its duration, if market circumstances allow it due to the cessation of the Market

Wallbox.- Loan Agreement 1 35

Breakdown Event, so that it ends on the date that would have corresponded to it if the provisions of this Clause had not taken place.

13.4. In the event that the circumstances that determined the existence of a Market Breakdown Event are prolonged, the Financing Entities and the Borrower will negotiate in good faith, for a period not exceeding thirty (30) Business Days with a view to agreeing on an alternative basis for determining the Ordinary Interest Rate. If the Financing Entities and the Borrower agree on the alternative basis within the agreed period, it will become effective from that moment on.

13.5. In the event that the aforementioned negotiation does not result in an alternative solution within thirty (30) Calendar Days from the date on which the negotiation was initiated, and provided that the Borrower has not been able, within such period, to present to the affected Financing Entities another entity that is willing to acquire its Interest at par in the Financing, in accordance with the provisions of the following paragraph, the Early Amortization of the Participation of the Financing Entity or Financing Entities affected will be carried out, and the Borrower will be obliged, within a maximum period of thirty (30) Calendar Days from the date of termination of the aforementioned period, to reimburse the Agent (for distribution among the Financing Entities according to their Participation) the amount of the Outstanding Debt under the Financing, calculated up to the date on which the payment actually takes place, and provided that such payment does not result in a Material Adverse Effect; in which case, the Financing must be repaid in full.

13.6. Notwithstanding the foregoing, in the event that only some of the Financing Entities are affected, but not all, and during the entire period of time in which the Borrower and the Agent negotiate in good faith the possible alternatives to be adopted to make possible the continuation of the Financing, the Borrower may present to the Agent another entity that is willing to acquire the Interest of the affected Financing Entities, The affected Financing Entities must assign their Participation at the same time , provided that the following conditions are met:

(i) that the assignee adheres to the Creditor Agreement;

(ii) that the assignment does not entail any cost to it;

(iii) that you have successfully completed your know-your-customer processes in connection with the assignment; and

(iv) that the payment is made in cash and at the time of assignment to said entity.

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In the event that the affected Financing Entity, having fulfilled the above requirements, decides not to assign its Participation, it must remain in the Financing assuming the additional cost or reduction in income. Under no circumstances shall the Financing Entities have any obligation to seek a potential acquirer of their Participation.

13.7. Under no circumstances shall the Financing Entities assume any liability in the event of a Market Breakdown and, in particular, for those unavoidable events or exceptional circumstances or force majeure that make it impossible to contract the aforementioned liability transactions, all in accordance with Article 1105 of the Civil Code.

13.8. The foregoing does not prevent the Agent and the affected Financing Entities, at the request of the Borrower, from undertaking to make their best efforts and provided that this does not entail economic damage to them in order to avoid or mitigate the effects of the occurrence of the Market Breakdown Event.

14. Late Payment Interest

14.1. Accrual

Without prejudice to the right of termination set out in the Clause 24.27, if any of the payments to be made by the Borrower (or, as the case may be, the Guarantors) for any reason are not made by the date established in this Agreement, the amounts pending payment shall be considered capitalized at simple interest and shall be produced from the day following their maturity, in favour of the Financing Entities and without the need for prior claim, Late Payment Interest, which will be accrued daily.

14.2. Liquidation

14.2.1. The Late Payment Interest will be settled by the Agent on the date on which the Borrower and/or, if applicable, the Guarantors make the payment of the amounts that give rise to its accrual, based on one year of three hundred and sixty (360) days.

14.2.2. Settlements of Late Payment Interest shall be notified by the Agent to the Borrower and shall be binding and obligatory on the Borrower and, where applicable, the Guarantors, unless otherwise proved or error. The provisions of this Clause shall not be construed as waiving any other rights that the Financing Entities may have under this Agreement as a result of non-payment.

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14.2.3. In accordance with the provisions of Article 317 of the Commercial Code, the Late Payment Interest due and not paid will be capitalized monthly and, as an increase in the capital due, will in turn accrue new revenues at the Late Payment Interest Rate that corresponds to be applied in accordance with the provisions of this Clause.

14.3. Late Payment Interest Rate

14.3.1. The Late Payment Interest Rate shall be determined by adding two hundred basis points (2.00%) to the Interest Rate applicable at any given time during the period in which the Borrower is in default.

14.3.2. The rate indicated in this Clause for Late Payment Interest will also be the interest for procedural arrears for the purposes of the provisions of Article 576.1 of the Code of Civil Procedure (or any other analogous legal provision that may replace it in the future) and will be applicable in the event of default when, If the Financing is due early for any of the reasons set forth in this Agreement, the Obligors fail to comply with their payment obligations within the terms provided for in this Agreement.

15. Amortization

15.1. Ordinary Depreciation

15.1.1. Ordinary Amortization of the Financing Amount

(i) The Borrower shall repay the Principal of the Financing Amount to the Agent for distribution among the Financing Entities, based on their Participation in the Financing Amount in consecutive quarterly installments beginning on the 15th month (inclusive) from the Signing Date, in accordance with the following schedule:


Ordinary Amortization Date	% of Principal
January 16, 2024	0,00%
April 16, 2024	0,00%
July 16, 2024	0,00%
October 16, 2024	0,00%
January 16, 2025	6,25%
April 16, 2025	6,25%

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Ordinary Amortization Date	% of Principal
July 16, 2025	6,25%
October 16, 2025	6,25%
January 16, 2026	6,25%
April 16, 2026	6,25%
July 16, 2026	6,25%
October 16, 2026	6,25%
January 16, 2027	6,25%
April 16, 2027	6,25%
July 16, 2027	6,25%
October 16, 2027	6,25%
January 16, 2028	6,25%
April 16, 2028	6,25%
July 16, 2028	6,25%
Final Expiration Date	6,25%
Total	100,00%

(ii) If one of the dates indicated above is not a Business Day, the payment corresponding to that date must be made on the immediately following Business Day, unless said Business Day corresponds to the following Calendar Month, in which case, the payment must be made on the immediately preceding Business Day.

(iii) Amounts repaid in accordance with the foregoing may not be drawn down again by the Borrower.

15.1.2. Distribution of amortised amounts

(i) Subject to the provisions of the Clause 16 and in the Clause 18.2, of the amounts amortised, the Agent shall deliver to the Financing Entities the amount proportional to their respective Participation in the corresponding Amount of Financing, by credit to the account that each Financing Entity has communicated to the Agent for this purpose, on the same date on which the Ordinary Amortization is carried out.

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(ii) If the Agent receives a refund that is less than due, it will proceed to distribute among the Financing Entities the amount actually received in proportion to its Participation in the Amount of the Financing, without prejudice to the actions that each of these Financing Entities corresponds to for the recovery of the difference.

15.2. Voluntary Early Repayment

15.2.1. The Borrower may voluntarily repay, in whole or in part, the Principal of the Financing, at any time, provided that the Voluntary Early Repayment is made in compliance with all of the following requirements:

(i) that it is made for minimum amounts of one million five hundred thousand euros (€1,500,000.00) and whole multiples of seven hundred and fifty thousand euros (€750,000.00), unless the Borrower wishes to repay the entire Principal of the Financing in advance;

(ii) that it has a minimum and irrevocable notice to the Agent of ten (10) Business Days regarding the Early Amortization Date;

(iii) that the Early Repayment Date coincides with an Interest Settlement Date, and the Borrower must otherwise pay the applicable Breakdown Costs and any other costs or fees incurred in connection with the Early Repayment (expressly including the costs and expenses arising from the cancellation or modification of the applicable Coverages), as well as any Interest accrued up to the Early Repayment Date on the the Principal Object of the Early Repayment, in accordance with the provisions of the Clause 11.3.3;

(iv) that an amortization is made under the U.S. Financing Agreement in a proportionate amount;

(v) that there is no Cause for Early Termination of this Agreement; and

(vi) that the Borrower pays the Financing Entities the Voluntary Early Repayment Commission.

15.2.2. Once the Agent has received any request for Voluntary Early Redemption, the Agent shall communicate it by email, no later than the Business Day following receipt of the notice, to the other Financing Entities.

15.2.3. The request for Voluntary Early Repayment will be irrevocable and the failure to carry out, if applicable, the corresponding repayment both on the scheduled date

Wallbox.- Loan Agreement 1 40

and in its amount, will be a Cause of Early Maturity and will imply the Borrower's obligation to pay the Financing Entities the corresponding Break-Up Costs.

15.2.4. Subject to the provisions of the Clause 16 and in the Clause 18.2, the amount repaid in advance in accordance with this Clause shall be used to repay the Principal of the Financing and shall be distributed among the Financing Entities in proportion to their respective Participation.

15.2.5. The amounts amortized in accordance with the provisions of this Clause shall be applied to the reduction of the amortization installments in reverse order of their maturity, reducing the number of amortization installments where appropriate and bringing forward the Final Maturity Date.

15.2.6. Amounts repaid early in accordance with this Clause may not be reused by the Borrower.

15.3. Mandatory Partial Early Repayment

15.3.1. Cases of Mandatory Partial Early Repayment

The Borrower must repay the Principal of the Financing in advance in the following cases and for the following amounts:

(i) Early repayment of the U.S. Financing Agreement

In an amount proportional to any voluntary or partial early repayment of the U.S. Financing Agreement.

(ii) Sale of productive assets or businesses

For the Net Amounts received for the disposal of Wallbox Chargers Assets by the Borrower, except if these transfers are made in favor of the Guarantors.

Early repayment will not be mandatory for those amounts received as a result of the disposal of Wallbox Chargers Assets if:

(a) the Borrower informs the Agent of the intention to reinvest the amount obtained in new assets required for the development of its activity;

(b) the Borrower sufficiently accredits to the Agent, within twelve (12) Months from the disposal, the effective reinvestment of such amounts in assets related to the corporate purpose of the Borrower;

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(c) the amount of the Secured Interests in the Wallbox Barcelona Assets continues to represent at least seventy percent (70%) of the aggregate outstanding amount of the financing granted under the United States Financing Agreement and the Financing Amount.

If, after the expiration of the said period of twelve (12) Months from the date of collection, the Borrower has not allocated or committed the funds in accordance with the provisions of this paragraph or if the committed funds are not reinvested within the said period, the Borrower shall repay the Principal of the Financing on the next Interest Settlement Date, for the amount equivalent to the Net Amounts not allocated, not committed or not reinvested.

(iii) Insurance Indemnities

For the Net Amounts received by the Borrower, any Guarantor or any company of the Group in respect of insurance indemnities taken out in relation to the Wallbox Chargers Assets (except for civil liability indemnities to be paid to third parties) (the "Insurance Policies"), unless:

(a) the Borrower informs the Agent of the intention of the relevant Obligor to replace, replace or repair the damaged assets or property; and

(b) the Borrower or the corresponding Obligor effectively carries out such actions, accrediting the Agent with the effective reinvestment of such amounts, within a period of one hundred and eighty (180) Calendar Days from the date of collection of the aforementioned amounts.

If, after the aforementioned period of one hundred and eighty (180) Calendar Days from the date of collection, the Obligors have not allocated or committed the funds in accordance with the provisions of this paragraph or if the committed funds are not reinvested within the aforementioned period, the Borrower must amortize the Principal of the Financing on the next Interest Settlement Date, for the amount equivalent to the Net Amounts not allocated, not committed or not reinvested.

(iv) Extortion of the CESCE Premium

For the entire amount received as a refund of the CESCE Premium in accordance with the provisions of Clause 23.2 and any other case that may be contemplated in the future in accordance with the CESCE Policy.

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To the extent that the CESCE Premium will be financed, the receipt by the Financing Entities (individually or through the Agent) of the CESCE Premium is foreseen as a case of mandatory early repayment of the Financing, and the amount returned from the CESCE Premium must be applied to the amortization of the same in the same proportion in which it has been financed.

15.3.2. Application of the Mandatory Early Amortization assumption to the Guarantors and/or companies of the Group

(i) Unless agreed by the majority of the Financing Entities, in the event that the person who incurs in the cause of Mandatory Early Repayment is any of the Guarantors and/or companies of the Group other than the Borrower, for any action carried out by them, the Guarantor in question irrevocably undertakes to send (and to cause the corresponding companies of the Group in which it participates to deliver) the Net Amount obtained to the Borrower, to be deposited in the Main Account and destined, if applicable, to the Early Repayment.

(ii) The Guarantors may send the prepaid amount to the Borrower by:

(a) capital reduction with return of contributions or distribution of dividends;

(b) subordinated loan, under the terms set out below;

(c) direct payment to the Agent on behalf of the Borrower, in which case the Guarantor's claim against the subordinate Borrower shall be in the terms set forth below;

(d) payment of amounts that the Guarantor owes to the Borrower; or

(e) any other means permitted by law.

(iii) In all those cases in which the transfer of funds from the Guarantors to the Borrower is carried out by means of loans or a credit right of the Guarantors against the Borrower is generated, the credit rights resulting from such operations must have the characteristics of the Subordinated Debt.

15.3.3. Provisions common to cases of Mandatory Partial Early Repayment

(i) The Obligated undertakes to notify the Agent of the occurrence of any of the cases listed in the Clause 15.3.1, in any case, within a maximum period

Wallbox.- Loan Agreement 1 43

of three (3) Business Days from the time they became aware of it. Immediately thereafter, the Agent must communicate this fact to the rest of the Financing Entities.

(ii) The Net Amounts received from the disposition of Wallbox Chargers Assets by the Borrower and under the Insurance Policies shall be used for the pro rata amortization of this Agreement and the U.S. Financing Agreement.

(iii) The Obligors undertake to keep the amounts referred to in the Clause unavailable 15.3.1 and to transfer them to the Master Account and, if applicable, the account indicated in the U.S. Financing Agreement on the date of collection or receipt.

(iv) The funds deposited in the Main Account will be used for the Mandatory Early Repayment on the Interest Settlement Date immediately following the date on which the periods mentioned in the Clause have elapsed 15.3.1(ii) and 15.3.1(iii) (as applicable) without the Borrower or the relevant Guarantor having used the funds for the purposes set forth in such sections.

(v) In the event that the Borrower does not allocate the amount deposited in the Main Account on the corresponding Interest Settlement Date to Early Repayment, the Borrower must pay the Breakdown Costs, if any, that are generated.

(vi) Subject to the provisions of the Clause 16 and in the Clause 18.2, the amount repaid in advance in accordance with this Clause shall be used to repay the Principal of the Financing and shall be distributed among the Financing Entities in proportion to their respective Participation.

(vii) The amounts to be amortized in accordance with the provisions of the preceding paragraphs shall be applied to the reduction of the amortization installments in reverse order at their maturity, reducing where appropriate the number of amortization installments in reverse order at their maturity and bringing forward, where appropriate, the Final Maturity Date

(viii) Amounts repaid in advance pursuant to this Clause may not be redrawn by the Borrower.

15.4. Total Mandatory Early Repayment

15.4.1. The Borrower must fully repay the Principal of the Financing, immediately upon the occurrence of any of the following:

Wallbox.- Loan Agreement 1 44

(i) a Change of Control not authorized by the Funding Entity; or

(ii) failure to issue any legal opinions that are set forth as a Condition for the Release of the Master Account on terms satisfactory to the Funding Entities within two (2) Months from the Date of Signature; or

(iii) the CESCE Policy is not signed on terms satisfactory to the Agent or does not enter into force within two (2) Months from the Date of Signing; or

(iv) if for any reason there is a mandatory full early repayment of the financing provided under the U.S. Financing Agreement; or

(v) if Wallbox N.V. or the Borrower makes a Distribution or an Intra-Group Distribution before the full amortization of the Financing, except in the case of a distribution of dividends made against the profits obtained in the previous Year or a distribution of interim dividends during the last quarter of the Fiscal Year and the profits of the current Year are justified on terms satisfactory to the Agent; or

(vi) if, for any reason, any circumstance occurs that would result in the CESCE Coverage ceasing to cover any of the Financing Entities (as insured) due to acts or omissions directly or indirectly related to the Borrower; or

(vii) in the event that the Borrower no longer meets the eligibility criteria to be eligible for the coverage provided by the CESCE Coverage under the applicable regulations; or

(viii) a case of illegality provided for in the Clause 29.2 and it is not possible to transfer the Participation of the affected Financing Entity(ies) to another entity, subsidiary or branch not affected by the situation of illegality (for clarification purposes, in this case the Early Amortization will affect only the Principal related to the Participation of the affected Financing Entity(ies)); or

(ix) a Market Breakdown and an alternative solution is not reached, in accordance with the terms set forth in Clause 13.

15.4.2. The Total Mandatory Early Redemption must take place within three (3) Business Days following the occurrence of any of the events indicated in this Clause.

15.4.3. In the event that, in accordance with the foregoing, the Total Mandatory Early Repayment is to be made on a date other than the Interest Settlement Date, the Borrower shall pay the corresponding Break-Up Costs (except in the cases

Wallbox.- Loan Agreement 1 45

provided for in paragraphs (viii) and (ix) of the Clause 15.4.1) and pay the amount of the Interest that would have accrued up to the Early Redemption Date on the Principal object of the Mandatory Early Redemption, in accordance with the provisions of Clause 11.3.3.

15.4.4. Amounts prepaid by the Borrower pursuant to this Clause may not be reused by the Borrower.

16. Payments by Obligors

16.1. The Obligors will make all payments to which they are obligated by virtue of the provisions of this Agreement for Principal, Interest, Commissions, expenses or any other concept on the dates established for payment under this Agreement and always before ten thirty (10.30) hours (Central European Time) of such days, by transfer made to the Main Account. To this end, the Borrower irrevocably authorizes the Agent to make the necessary debits to the Master Account in compliance with such obligations. The debit by the Agent to the Main Account of such amounts will have full discharge effects for the Obligors, as if they had been received in proportion to their Participation by the other Financing Entities.

16.2. The Obligors must make all payments as indicated above by operation of law and without the need for any special requirement by the Agent or the Financing Entities.

16.3. Where payments are due on a day other than a Business Day, they will be made on the first following Business Day, unless that day corresponds to the following Month, in which case payment will be made on the first Business Day immediately preceding it.

16.4. All payments shall be made by the Borrower and, where applicable, the Guarantors, in accordance with the provisions of the Clause 18.2.

16.5. Payment to the Principal Agent in accordance with the mechanism provided for in Clause 16.1 The foregoing, even without expressly reserving the right to the Agreed Interest and any other amounts due, shall not extinguish the Borrower's commitment with respect to the Interest and any other amounts due.

17. Payment Allocation and Clearing

17.1. Any payment made by the Obligors to the Agent, in accordance with this Agreement, for distribution among the Financing Entities, will be applied to the following items, in the order established below and starting with the oldest within each section:

Wallbox.- Loan Agreement 1 46

1st Late payment interest accrued and due.

2nd Break-up costs (if applicable).

3rd Ordinary interest accrued and due.

4th Commissions due.

5th Expenses and taxes.

6th Compensation and increased costs.

7th Procedural costs.

8th Main.

17.2. The same imputation provided for in the previous section shall be made in the event that the payment, notwithstanding the provisions of this Agreement and due to an extraordinary supervening circumstance, is made by the Obligated Parties to any of the Financing Entities, without prejudice to the pro-rata distribution that would be made in such case.

17.3. The Obligors irrevocably empower and authorize the Agent and the Financing Entities so that they may, once one of the Causes of Early Maturity that results in the existence of an amount due and unpaid, occur, apply to the payment of the amounts owed to the Financing Entities by virtue of this Agreement that are liquid, due and payable to the balances in their favor existing in any current, savings, credit, term deposits or any other deposit, present or future, that the Obligors maintain with any of the Financing Entities, excluding the realization of securities that the Obligors have deposited in any of the Financing Entities, for the purpose of applying the product obtained for the same purpose, overcoming any legal impediment, including self-contracting. The Financing Entities that proceed to make a compensation under the provisions of this Clause shall notify the Agent and the corresponding Obligor of its realization within a period of three (3) Business Days from the day in which the compensation in question took place.

17.4. In the event that the right to set off is exercised through the realization of securities, the Financing Entities expressly undertake to make their best efforts to maximize the result of the realization of the same. The set-off agreed in this Clause shall proceed even if the claims or rights of ownership of the Obligated have not yet matured or, which, for the sole purposes of the compensation, shall be considered payable, and, likewise, even if the accounts and deposits of the Obligated have a plurality of holders, either under a joint and several disposition regime, already under a joint disposition regime with another Obligor.

17.5. The clearing power agreed in this Clause specifically includes, with respect to funds deposited in foreign currency, the right of the Financing Entities to convert them into euros at the official exchange rate of the European Central Bank in force at the time the conversion is made.

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17.6. It is expressly stated that the offsetting of the amounts deposited in the Main Account will not require the declaration of early maturity, being only necessary that there are liquid, overdue and payable amounts pending payment under this Agreement.

17.7. The Funding Entities may, if requested by CESCE, modify the order established in the previous sections.

17.8. Payments made by CESCE to the Agent under the CESCE Policy shall not release the Borrower from any of its payment obligations to the Financing Entities. For clarification purposes, the foregoing shall not imply the duplication of the Borrower's payment obligations to the Participating Entities and to CESCE.

18. Taxation

18.1. Definitions

18.1.1. In this Agreement:

"Change of Law" means any change in any rule, law, regulation or Treaty (or in the interpretation or application of any rule, law, regulation or Treaty) or any practice, resolution, judgment, consultation or public pronouncement of the tax administration or administrative or judicial courts (including the Court of Justice of the European Union), which occurs after the date on which either of the Entities Financiers become a Financing Entity in accordance with this Agreement other than a change in a Treaty covered by the Multilateral Treaty (or in the interpretation or application of the Treaty covered by the Multilateral Treaty) that occurs in accordance with the provisions of Article 7(1) of the Multilateral Treaty and provided that the Deposit Condition of the Treaty has been met.

"Condition of Deposit of the Treaty" means the deposit and publication of the relevant Document of Reservations and Notifications (which has not been withdrawn) on the website of the Organisation for Economic Co-operation and Development.

"Tax Credit" means any credit, relief, deduction or refund of any Tax.

"Document of Reservations and Notifications" means the reservations and notifications (in document form or in any other form) by virtue of which the jurisdiction of tax residence of the Financing Entity and the Kingdom of Spain will implement the Multilateral Treaty within the scope of the Treaty included in the Multilateral Treaty.

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"Qualified Financing Entity" means, expressly, the Financing Entity entering into this Agreement, as well as the Financing Entity that is the beneficial owner of the Interest payable by the Borrower in connection with an advance, loan or credit under this Agreement and is:

(i) a Spanish Financing Entity; or

(ii) a Non-Spanish Funding Entity.

"Spanish Financing Entity" means a Financing Entity that is a Spanish credit institution or a Spanish branch of a non-Spanish credit institution that is duly registered with the Bank of Spain and complies with the requirements described in:

(i) paragraph (c) of Article 61 of Royal Decree 634/2015 of 10 July; and

(ii) the second subparagraph of point 1 of Article 8 of Royal Decree 1776/2004 of 30 July.

"Non-Spanish Financing Entity" means:

(i) any Financing Entity that is effectively subject to direct taxation in respect of Interest payments obtained in connection with an advance, loan or credit under this Agreement, which is resident for tax purposes in a Member State of the European Union (except Spain), provided that the Financing Entity does not obtain the interest through a territory considered to be a tax haven under Spanish law (as set out in the Royal Decree 1080/1991, of 5 July 1991 or in the list that updates or replaces it), or through a permanent establishment in Spain or in a country or territory that is not a Member State of the European Union; or

(ii) a Treaty Funding Entity.

“Treaty Funding Entity” means a Funding Entity that:

(i) is deemed to be a tax resident in a State Party to an existing Double Taxation Treaty applicable to it, which is effectively subject to direct taxation in respect of Interest payments made in connection with an advance, loan or credit under this Agreement, and is entitled to receive the benefits of such Treaty in respect of Interest payable to such Financing Entity in respect of an advance, loan or credit under this Agreement;

Wallbox.- Loan Agreement 1 49

(ii) does not carry out operations in Spain through a permanent establishment with which the participation in the Financing is effectively related; and

(iii) do not carry out transactions through tax havens in accordance with Spanish law (as established in Royal Decree 1080/1991, of 5 July or in the list that updates or replaces it).

"State party to a Double Taxation Treaty" means a jurisdiction that has signed a Treaty and provides for absolute exemption from withholding taxes in Spain for any payments derived under the Financing.

"FATCA" means:

(i) sections 1471 through 1474 of the U.S. Tax Code, or in any related regulation or other official instruction;

(ii) any treaty, regulation, or other official instruction adopted in any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other country, which (in any event) facilitates the implementation of the provisions of paragraph (i) above; and

any agreement entered into in connection with the implementation of paragraphs (i) and (ii) above with the U.S. Department of Taxation, the government of the United States of America, or any other government or taxing authority in any other jurisdiction.

"Taxes" means any tax, levy, fee, duty or other charge or withholding tax of a similar nature in Spain (including any penalty or late payment interest accrued in connection with any failure to pay or any delay in payment thereof).

"Paying Taxes" means both the additional payment made by the Borrower to the Qualified Financing Entity pursuant to the Clause 18.2 or any payment paid under the Clause 18.3.

"FATCA Exempt Party" means a Party that is entitled to receive payments free of any FATCA Withholding.

"Non-FATCA Exempt Party" means a Party that is subject to a FATCA Withholding.

"FATCA Withholding" means any deduction or withholding on a payment under this Agreement required pursuant to FATCA regulations.

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"Withholding Tax" means a tax deduction or withholding tax on account of Taxes made on any payment under this Agreement, excluding the withholdings on account of Corporate Income Tax applicable in Spanish territory that, if applicable, the Borrower or the Guarantors had to make on payments made to a Spanish Financing Entity, and also excluding FATCA Withholding.

"Treaty" means a double taxation agreement with Spain.

"Multilateral Treaty" means the multilateral convention to implement tax treaty-related measures to prevent base erosion and profit shifting of 24 November 2016.

18.1.2. Except as otherwise provided, the terms "determines" or "determined" contained in this Section mean a determination made by a person in sole discretion.

18.2. Net Payments

18.2.1. All payments to be made by the Borrower or, as the case may be, any of the Guarantors, to any Qualified Financing Entity in accordance with this Agreement, shall be made free and net of any Withholding Tax, unless the relevant Obligor is legally obliged to make such Withholding Tax on accunt of Taxes in accordance with the applicable legislation, in which case the amount to be paid by the Borrower in respect of which such Withholding Tax is required shall be increased by the amount necessary to ensure that, after such Withholding Tax, the Financing Entity concerned or the Agent, as the case may be, receives, a net sum equal to that which it would have received if the Withholding Tax had not been made.

18.2.2. The Borrower and, where applicable, the Guarantors shall not be obliged to make any additional payment as provided in the preceding paragraph as a result of a Withholding Tax imposed by the relevant tax authorities if, on the date on which the payment becomes due:

(i) the payment could have been made to the Funding Entity without any Tax Withholding if the Financing Entity had been a Qualified Financing Entity, but on that date the Financing Entity is not or has ceased to be a Qualified Financing Entity for any reason other than a Change of Law; or

(ii) the Financing Entity is a Non-Spanish Financing Entity that has not complied with its obligations under the Clause 18.2.3 posterior.

18.2.3. The Parties expressly agree that the Borrower shall make the deductions or withholdings on account of Taxes required by Spanish regulations to Mora Banc Grup, S.A. In this case, the amount to be paid to Mora Banc Grup, S.A. for the Borrower in respect of which such deduction or withholding is required shall not

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be increased by any amount, and the Borrower (i) shall retain the full amount of the withholding or deduction and shall pay it to the Treasury within the legally established periods, and (ii) deliver quarterly to Mora Banc Grup, S.A., as soon as possible, a certificate accrediting the withholdings or deductions made so that Mora Banc Grup, S.A. can proceed, where appropriate, to claim and recover them.

18.2.4. For the purposes of the provisions of this Clause and, in relation to the exemption from Withholding Tax in the jurisdiction of the Borrower's tax residence, any Non-Spanish Financing Entity shall provide the Borrower, through the Agent, as soon as reasonably practicable after the acquisition of its status as a Financing Entity and, in any event, before any payment under the Financing Documents becomes due or satisfied (whichever occurs first), a valid and valid tax residence certificate (or, where applicable, the document required for this purpose by the relevant Treaty), duly issued by the competent tax authorities proving the tax residence of such Non-Spanish Financing Entity and, in the case of a Treaty Financing Entity, that it proves its tax residence in the corresponding jurisdiction for the purposes of the relevant Treaty as well as its right to the benefits thereof.

The same obligation will be required of those Financing Entities not resident in Spain with the right to a reduced rate of Withholding Tax by virtue of the applicable treaty. In this sense, a tax residence certificate will be considered valid and in force if it is issued during the year prior to the date on which the corresponding payment is due or paid (whichever occurs first) and, in the event that the tax residence certificate refers to a tax period, it will only be considered valid and in force in relation to that period.

18.2.5. This certificate must be updated annually, in accordance with the applicable Spanish legislation, and the updated certificate must be delivered to the Borrower through the Agent.

18.2.6. Failure to comply with the obligations assumed by virtue of this section by a Non-Spanish Financing Entity to which said paragraph applies, will exempt the Obligors from compliance with said Non-Spanish Financing Entity of the corresponding obligations assumed by the latter by virtue of the Clause 18.2.1 until the date on which the aforementioned non-compliance of the Non-Spanish Financing Entity in question ceases.

18.2.7. In no event shall this Clause include an obligation by Obligors to pay additional amounts to a Funding Entity in respect of a FATCA Withholding.

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18.3. Tax Compensation

18.3.1. Notwithstanding the provisions of the Clause 18.2, yes:

(i) any Qualified Funding Entity is required to make any advance payment of Taxes in connection with any sums received or to be received under this Agreement; or if

(ii) as a result of a breach by any of the Obligors of its obligations under this Agreement, any Qualified Financing Entity shall be charged or required to bear any liability relating to the payment on account of Taxes in connection specifically with any sums received or to be received pursuant to this Agreement by such Qualified Financing Entity,

the Obligors, at the request of the Agent (following the instructions provided to that effect by the affected Qualified Financing Entity), shall indemnify within three (3) Business Days immediately following said Qualified Financing Entity for such payment or liability, as well as for any kind of interest, penalties or expenses that arise or that must be paid in relation thereto and that are attributable to the Obligors.

18.3.2. The provisions of the previous section shall not apply:

(i) in relation to any Tax applicable to a Funding Entity:

(a) in accordance with the rules of the jurisdiction applicable to such Funding Entity or, if different, in the jurisdiction(s) in which such entity is resident for tax purposes; or

(b) in accordance with the rules of the jurisdiction in which the permanent establishment from which it operates for the purposes of the Financing is located,

whether such Tax is levied or calculated on the basis of net income received or to be received (not including amounts presumed to have been received or presumed to be received) by the Funding Entity in question; or

(ii) To the extent that the loss, damage or cost:

(a) is compensated by an additional payment in accordance with the provisions of Clause 18.2.1; or

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(b) should have been compensated in accordance with the 18.2.1 but it could not be compensated as a result of the application of the exceptions contained in the Clause 18.2.2; or

18.3.3. The Funding Entity that claims or intends to make a claim under the Clause 18.3.1 shall immediately inform the Agent of the reason on which the complaint is based. The Agent shall immediately transmit such communication to the Borrower.

18.4. Tax Credit

18.4.1. In the event that, as a result of a Tax Payment made by the Borrower or the Guarantors:

(i) a Tax Credit accrues in favor of a Financing Entity as a result of such Tax Payment or a Tax Withholding that has taken place as a result of such Tax Payment; and

(ii) the aforementioned Financing Entity or any entity of its group, has obtained and used said Tax Credit,

the Financing Entity will pay the Borrower or the corresponding Guarantors an amount that would be sufficient to keep the Obligors in the same position as they would have had if they had not been obliged to pay the Taxes.

18.5. FATCA Withholding

18.5.1. The Parties may make any FATCA Withholding to which they are obligated pursuant to FATCA and any payment required in connection with such FATCA Withholding. Neither Party may be required to increase any payment on which it has made a FATCA Withholding or otherwise compensate the recipient of the payment for the making of a FATCA Withholding.

18.5.2. Either Party shall, as soon as it becomes aware that it is required to place a FATCA Withholding (or any change in the interest rate or basis of such FATCA Withholding), notify the Party to which it is required to make the payment and, in addition, notify the Borrower and the Agent.

18.5.3. Likewise, prior to making the payment and the FATCA Withholding, you must request confirmation from the Party to which you must make the payment of your status as a FATCA Exempt Party or a Non-FATCA Exempt Party, under the terms provided in the following sections.

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18.5.4. Subject to the provisions of the following paragraph, each Party shall, within ten (10) Business Days of reasonable request by the other Party:

(i) confirm to the other Party whether it is considered a FATCA Exempt Party or, conversely, is a Party that is subject to a FATCA Withholding;

(ii) provide the other Party with forms, documentation and other information relating to its status under FATCA (including its percentage of passthru payments or any other information required under U.S. Treasury Regulations or any other official indications contained in intergovernmental agreements) if requested to do so by the other Party; in a justified manner, in relation to compliance with the requirements established by FATCA; and

(iii) provide the other Party with forms, documentation and other information relating to its status under FATCA upon the other Party's justified request for the purpose of complying with any other law, regulation or information exchange regime.

18.5.5. If a Party confirms to the other Party that it is a FATCA Exempt Party and subsequently becomes aware that it is not, or is no longer considered a FATCA Exempt Party, that Party shall notify the other Party of this fact as soon as possible.

18.5.6. The provisions of the preceding paragraph shall not oblige any Party to do anything that could, in its reasonable opinion, constitute a violation of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any obligation of confidentiality. If a Party fails to comply with the obligation to confirm its status or provide the forms, documentation or other information requested in accordance with this Clause, then:

(a) if that Party fails to comply with confirmation as to whether it is considered (and/or retains consideration) as a FATCA Exempt Party, this Party shall be deemed for the purposes of this Agreement to be a Non-FATCA Exempt Party; and

(b) if that Party fails to comply with the obligation to provide the applicable percentage for passthru payments, that Party shall be applicable, for the purposes of this Agreement (and any payments made pursuant thereto), one hundred percent (100%) percentage for passthru payments;

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until such time (in each case) as the Party concerned provides the required confirmation, forms, documentation or other information.

18.6. Tax Payment Letter

18.6.1. If at any time any Obligor is required by law to make a Withholding Tax in respect of any sums due by them under this Agreement (or, if there are subsequently variations in the rates or manner at which such Withholding Tax is to be calculated), the relevant Obligor shall notify the Agent as soon as it becomes aware of such circumstance. Likewise, the Financing Entities must notify the Agent of such circumstances in relation to any amount payable to them, when they become aware of them. If the Agent receives such notification from a Funding Entity, it shall notify the Obligors.

18.6.2. If any of the Obligors makes any Tax Payment under this Agreement in respect of which it is required to make any Withholding Tax, the Borrower shall pay to the tax authority or other competent authority the full amount required to be withheld within the time allowed for such payment under applicable law and shall deliver to the Agent, for the affected Qualified Financing Entity, within thirty (30) days following the day in which such payment has been made to the competent authority, the documents that prove, in a reasonable manner and satisfactory to said Financing Entity, that the Tax Withholding has been made.

19. Representations and warranties of the Obligated Parties

19.1. Formulation, Truthfulness and Accuracy of Representations and Warranties

19.1.1. The Financing Entities grant this Agreement in consideration of the following Representations and Guarantees that the Obligors solemnly formulate about themselves and as applicable, for which they are jointly and severally liable and which will be understood to be implicitly reiterated on the Date of Signature, on each Request for Disposition, on each Disbursement Date, on each Interest Settlement Date and on each Ordinary Amortization Date by reference to the circumstances existing in the Obligors. every moment.

19.1.2. Without prejudice to the ability of the Financing Entities to declare the early expiration of this Agreement in accordance with the provisions of Clause 24.27, the Obligated undertakes jointly and irrevocably to hold the Financing Entities harmless from any damage or harm that may be caused as a result of the lack of veracity or accuracy of the aforementioned Representations and Guarantees.

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19.2. Valid Existence and Power of Attorney

19.2.1. Each of the Obligors:

(i) is a company validly constituted in accordance with the legislation applicable to it and is registered in its corresponding registers, with its own legal personality and sufficient legal capacity to execute this Agreement and the rest of the Financing Documents to which it is a party and to assume all the obligations arising therefrom at its expense; and

(ii) It develops the affairs and businesses that are proper to their respective corporate objectives.

19.2.2. The representatives of each of the Obligors are duly authorized to sign this Agreement and the rest of the Financing Documents to which it is a party.

19.3. Agreements

Each of the Obligors has adopted all the corporate and corporate agreements and actions necessary for the execution and fulfillment of the Financing Documents to which it is a party, so that the obligations contracted by each of them by virtue of this Agreement and the rest of the Financing Documents are valid, and such agreements remain in effect from the time this Agreement is executed.

19.4. Validity and Enforceability

The obligations of each of the Obligors under this Agreement and the other Financing Documents to which it is a party are valid, binding and enforceable and such agreements remain in effect at the time of the execution of this Agreement.

19.5. No Infringement or Contravention

The granting and fulfillment of the Financing Documents does not contravene:

(i) any rule, whatever its rank, that is applicable to the Obligors;

(ii) the statutes of any of the Obligors; or

(iii) any relevant contract or agreement of any kind to which any of the Obligors is a party or which may otherwise bind them and under which the corresponding authorizations have not been obtained.

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19.6. Information

Each of the Obligors declares that:

(i) all the information provided to the Agent and the Financing Entities, including financial information, is correct in its material aspects, and adequately reflects its situation and that of the rest of the companies of the Group that it controls on the date to which the corresponding information referred, and there are no material facts or omissions that distort such information;

(ii) has prepared all opinions, calculations, projections and forecasts in good faith and is based on reasonable assumptions;

(iii) no event has occurred that would result in a Substantial Adverse Effect; and

(iv) the accounting documentation and information provided to the Agent has been prepared in accordance with Generally Accepted Accounting Principles (or, as the case may be, generally accepted accounting principles in the jurisdiction concerned).

19.7. Sufficiency of Funds

The Borrower has complementary funds, which, together with the Financing, allow the realization of the Wallbox Barcelona Project in its entirety.

The aforementioned supplementary funds are the Borrower's own funds.

19.8. Consents

None of the Obligors requires consent, license, authorization or approval from third parties or public or administrative authorities, in relation to the granting, validity, compliance and enforceability of this Agreement and the rest of the Financing Documents to which it is a party, which has not been obtained prior to the execution of the same, all of them maintaining their effects, without any circumstance having occurred that makes them susceptible to revocation.

19.9. Litigation/Proceedings

There is currently no litigation, arbitration or proceeding of any kind that the Obligors knew or could have known about acting diligently and whose adverse or negative resolution could result in a Substantial Adverse Effect or could call into question the validity or enforceability of the Financing Documents.

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19.10. Cross-Compliance

There is none:

(i) any event constituting a breach likely to produce a Material Adverse Effect:

(a) of any relevant contract to which the Obligors are a party or to which they have been subrogated; or

(b) of any relevant obligation by which any of the Obligors may be bound in any way; nor

(ii) any Cause of Early Termination of this Agreement or a cause of early termination or termination of any other Financing Document or the U.S. Financing Agreement, or circumstance that could likely cause such a Cause of Early Termination.

19.11. Actual Charges and Encumbrances

There is currently no pledge, mortgage, charge or encumbrance to which the assets, rights or shares/participations owned by the Obligors are subject with the exception of:

(i) the Permitted Warranties;

(ii) fiscal impacts; and

(iii) those that result directly from the law.

19.12. Personal Guarantees

There is no personal guarantee, bond, guarantee or similar granted by any of the Obligors other than the Personal Guarantee of the Guarantors, nor has the granting of personal guarantees been requested for the assurance of obligations contracted by any of the Obligors, other than the Permitted Guarantees.

19.13. Additional Warranties

The execution of the Financing Documents does not imply for any of the Obligors the obligation to create guarantees, liens, options or rights in favor of third parties over all or part of their assets or income, present or future, except those derived from this Agreement and the United States Financing Agreement.

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19.14. Equal Rank

There are no creditors of the Obligors whose claims are of higher rank or priority than the rights of the Financing Entities under the Financing Documents, except those that enjoy legal preference.

19.15. Indebtedness

None of the Obligors has engaged in any Indebtedness transaction or, in general, entered into transactions that involve the assumption of Indebtedness, other than the Permitted Indebtedness.

19.16. Insolvency and insolvency

Obligors do not:

(i) are insolvent under the terms of Article 2.1 of the Insolvency Law or equivalent legislation in another applicable jurisdiction, nor have they been declared insolvent in accordance with said Law, nor have they sent a notification to the judge competent to hear the insolvency proceedings in question stating that negotiations have been initiated with creditors to obtain adhesions to an advance proposal for an arrangement or have initiated negotiations to implement a restructuring plan in accordance with the provisions of Article 583.1 of the Insolvency Law or equivalent legislation in another applicable jurisdiction;

(ii) are subject to any other insolvency or similar insolvency or business reorganization proceedings, whether judicial or private, arising from a situation of insolvency or inability to meet their current payments;

(iii) are in a situation of not being able to regularly comply with their obligations under the terms of Article 2.2 and Article 2.4 of the Insolvency Law, nor do they reasonably foresee that they will not be able to comply regularly and punctually with their enforceable obligations;

(iv) be unable to perform its obligations as a result of the execution of this Agreement and the other Financing Documents to which it is a party; nor

(v) have initiated any proceedings or adopted any corporate resolution that has as its object, or is aimed at, the liquidation and/or dissolution of the Obligors.

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19.17. Contract Compliance

The Obligors are up to date in the performance of their obligations under this Agreement and the rest of the Financing Documents to which they are a party or, in all material respects, and, to the best of their knowledge and belief, up to date with any other contract, covenant or material agreement.

19.18. Fulfilment of Obligations

The Obligated Parties are up to date with the fulfilment of all their material obligations (whether payment obligations or not) legally enforceable of a fiscal, labour, Social Security and environmental nature.

19.19. Shareholder Composition

On the Date of Signature, the corporate organization chart of the Obligated Parties is as detailed in Annex VI.

19.20. Deductions and/or Withholdings

All payments that the Borrower or, as the case may be, the Guarantors are required to make pursuant to the Financing Documents shall be made in accordance with the provisions of the Clause 16 and in the Clause 18.2.

19.21. Licenses & Permits

The Obligors have obtained and maintain in force, with full effect, all licenses, authorizations and permits to carry out their activity and to comply with the provisions of this Agreement.

19.22. Insurance

19.22.1. The Obligated Parties have subscribed, with entities of recognized prestige, the usual insurance policies for the coverage of risks within the sector to which they belong.

19.22.2. The insurance policies are in effect on the date of execution of this Agreement and all premiums due and payable in connection therewith have been paid and nothing has been done, consented to or omitted to render any of the insurance policies unenforceable, suspended or declared void, in whole or in part.

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19.23. Ownership of Assets

Each of the Obligors is the legitimate owner or holds the corresponding right of use over its assets, and there is no encumbrance on all or part of its income or assets, present or future, that could have a Substantial Adverse Effect, except those constituted by virtue of the Permitted Guarantees.

19.24. ATE

The Obligors have their main centre of interests in Spain, except for Wallbox USA Inc whose main centre of interests is in the United States of America.

19.25. Document Copies

The documents provided in the form of an original or a copy, whether or not they form part of the Contract through their respective Annexes, are either the originals signed between the Parties or, if provided in the form of a copy, correspond exactly to the respective original.

19.26. Restricted Party and Penalties

19.26.1. Neither the Borrower, nor the Guarantors, nor to the best of their knowledge, any of their directors, officers, employees or agents:

(i) is a Restricted Party or is involved or has been involved in any operation or conduct that will result in it becoming a Restricted Party;

(ii) is subject to a claim, proceeding, or injunction with respect to any Sanction; or

(iii) is engaged in any transaction with the intent to evade or avoid any Penalties applicable to it.

19.26.2. For these purposes, the following definitions shall apply:

"Sanctioning Authority":

(a) The United Nations Security Council;

(b) The United States of America;

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(d) The United Kingdom;

(e) Member States of the European Union;

(f) Governments and official institutions or agencies of any of the paragraphs (a) to (e) including OFAC, the U.S. Department of State (US Department of State), and the UK Department of Finance (Her Majesty's Treasury).

"Sanctions List" means the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, the Consolidated Financial Sanctions List and the Sanctioned Investor List maintained by Her Majesty's Treasury or any similar public list maintained by Her Majesty's Treasury or any similar public list maintained by it or the public announcement of any Sanctions by any Sanctioning Authority, as publicly updated over time.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control.

"Restricted Party" means a person who is:

(g) included in, participated in, or controlled by, or controlled by, a person on a Sanctions List, or a person acting on his or her behalf;

(h) domiciled in, incorporated under the laws of, or acting in, or acting on behalf of, a country or territory subject to Sanctions, or a person owned or controlled; or

(i) in any other way subject to Sanctions.

"Sanctions" means any sanctioning regulations in financial, economic or commercial matters, embargoes or restrictive measures adopted or enforced by a Sanctioning Authority.

19.27. Environmental Risk

(i) All information provided, where applicable, to the Financing Entities for the analysis of the environmental risk is accurate and truthful.

(ii) The Obligated comply with all environmental obligations to which they may be subject by reason of their activities in accordance with the applicable environmental regulations.

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(iii) The Obligated Parties are not involved in any administrative or any other procedure for infringement of environmental regulations or for damage caused to the environment.

19.28. Statements in relation to CESCE Coverage

The Borrower complies with the requirements and eligibility criteria for the contracting of the insurance policy for strategic investment loans as provided for in the applicable regulations which it expressly declares to be aware of, and in accordance with the provisions of articles 3 and 8 of Law 8/2014, of 22 April, on coverage on behalf of the State of the risks of the internationalization of the Spanish economy and the ICT/ 759/2022 of 14 July 2022.

The Borrower is not aware of any event or circumstance which, to the best of its knowledge and belief, could cause an aggravation of the risk assumed by CESCE including, without limitation, any event or circumstance of those provided for in paragraph 1 of Article 14 (Other obligations to inform the Insurer. Preventive measures) of the General Conditions of CESCE Coverage.

19.29. Statements on EIB Funds

The Borrower acknowledges that the ICF Participation is financed by funds from the European Investment Bank and reiterates all obligations set out in Annex X.

20. Information Obligations

20.1. Delivery of Financial Information

The Obligated Parties undertake to provide the Agent with the following information, with the periodicity and within the deadlines indicated in each case. The documents referred to in this Clause shall be prepared in accordance with Generally Accepted Accounting Principles at any given time (or, as the case may be, accounting principles generally accepted in the jurisdiction concerned).

20.1.1. Annual Information

As soon as they are available, but in any case before 30 June of each calendar year:

(a) the Individual Annual Financial Statements of the Obligors and the Audited Consolidated Annual Financial Statements; and

(b) the Annual Certificate of Compliance with Ratios.

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20.1.2. Intermediate Information

As soon as they become available, but in any event within ninety (90) Calendar Days following the end of each calendar quarter:

(i) the Borrower's Individual Interim Financial Statements; and

(ii) the Consolidated Interim Financial Statements.

20.1.3. Other Financial Information

As soon as possible and no later than fifteen (15) Business Days from your request, the financial information, balance sheets, results statement and any other relevant information relating to any company of the Group and that is reasonably requested by the Agent or by any Financing Entity through the Agent.

20.2. Sustainability Requirement Certificate and independent report from the Sustainable Consultant on the ESG Report

20.2.1. The Borrower agrees to provide the Agent together with the financial information indicated in the Clause 20, a certificate issued by the Borrower in relation to whether or not the Sustainability Requirement has been met in the same Year.

20.2.2. The Obligors undertake to obtain and deliver to the Agent the ESG Report together with the Audited Consolidated Financial Statements.

20.2.3. The Borrower undertakes to provide, together with the ESG Report, an independent report from the Sustainable Consultant on terms satisfactory to the Agent and the Financing Entities, validating the information on the figure of tonnes of CO2 equivalent emissions avoided by chargers connected to MyWallbox contained in the ESG Report on and expressly indicating that it has contrasted such data from the ESG Report and whether it is complied with or not the Sustainability Requirement.

20.3. Relevant Facts or Circumstances

The Borrower (on its behalf and as representative of the Obligors) shall inform the Agent, in writing and in sufficient detail, of the following facts or circumstances, as soon as it becomes aware of them:

(i) Any fact that:

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(a) constitutes or may constitute a Cause of Early Termination of the Contract or a cause of early Termination under any of the other Financing Documents or the U.S. Financing Agreement;

(b) constitutes or may constitute a case of Partial Mandatory Early Repayment or Total Mandatory Early Repayment of the Financing;

(d) constitutes a change in the composition and ownership of the share capital of the Obligors;

(e) renders any of the Representations and Warranties untrue and correct;

(ii) any information on the filing of an application or proceeding to bring insolvency or any other similar insolvency proceedings against any of the Obligors and of the existence of any circumstance revealing their present or imminent insolvency under the provisions of the Spanish Insolvency Law or equivalent legislation in another applicable jurisdiction;

(iii) any reasonable information that justifies the realization of the investments that are the subject of this Financing to the satisfaction of the Financial Institutions;

(iv) any relevant information that, as communicated to the Agent, the Obligated considers relevant in relation to the development of their activities, including, but not limited to, any litigation or cases of breach of contract that affect the ordinary activity of the Obligated for an individual amount exceeding ten million euros (€10,000,000); and

(v) any information reasonably requested by the Agent (following the instructions of the Funding Entities) to comply with applicable money laundering regulations or other applicable regulations for the fulfillment of Know Your Customer's obligations.

21. Obligations to comply with Financial Ratios

21.1. Ratio DF/PN

The Obligors undertake that the level of the DF/PN Ratio, during each Fiscal Year of the life of the Financing, is equal to or less than:

(i) 2.00x in 2023;

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(ii) 2.00x in 2024;

(iii) 1.50x in 2025; and

(iv) 1.20x in 2026 and beyond.

21.2. Ratio DFN/PN

The Obligors undertake that the level of the DFN/PN Ratio, during each Fiscal Year of the life of the Financing, is equal to or less than:

(i) 1.40x in 2023;

(ii) 1.40x in 2024;

(iii) 1.05x by 2025; and

(iv) 0.90x in 2026 and beyond.

21.3. Common Provisions to Financial Ratios

21.3.1. All Financial Ratios shall be measured on the basis of the Audited Consolidated Annual Financial Statements and their compliance shall be validated against the Annual Certificate of Compliance with Ratios that the Borrower is required to deliver pursuant to the provisions of Clause 20.1.1(b).

21.3.2. The calculations of the Financial Ratios will be made on each Ratio Calculation Date taking into account the accounting year of the previous year. The first calculation of the Financial Ratios will be carried out with reference to the year ended December 31, 2023.

22. General Obligations of Obligors

Each of the Obligors undertakes, with respect to itself and, where indicated, with respect to the other controlling members of the Group, to comply, throughout the life of the Financing and subject to the exceptions and thresholds that may be determined, the obligations established in the following sections.

22.1. Destination of the Funding

To allocate the Amount of the Financing to the purposes set forth in the Clause 2.2.

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22.2. Adoption of agreements and exercise of political rights

To exercise the political rights held in relation to the rest of the companies of the Group so that they adopt the agreements that are necessary to ensure compliance with the obligations and commitments provided for in this Agreement, in the rest of the Financing Documents and in the United States Financing Agreement.

22.3. Cooperation

Cooperate and collaborate with the Financing Entities to take the necessary or convenient actions for the execution and formalization of this Agreement, to maintain its obligations, valid and effective at all times, and to execute, in accordance with the provisions of this Agreement, any novations of this Agreement that in the future may be necessary or convenient to ensure its full validity and effectiveness, and had been agreed between the Parties.

22.4. Maintenance, Conservation and Insurance

Each of the Obligors undertakes to:

(i) To duly maintain and insure and keep insured the assets and risks inherent to their activity with insurance companies of recognized prestige and solvency with sufficient coverage in accordance with the usual market conditions, for the type of activities they carry out (including civil liability policies) and, in particular, the assets of the Wallbox Barcelona Project.

(ii) To keep up to date with the payment of premiums and to comply with other obligations imposed on them by insurance policies and applicable legislation. In the event of non-compliance with this obligation, the Financing Entities may take out the corresponding insurance and pay the premiums and other amounts due, being immediately obliged to reimburse them, and incurring until they do so the Late Payment Interest provided for in this Agreement.

(iii) Failure to act in such a way as to result in the nullity, unenforceability, suspension or termination of insurance policies.

(iv) The Obligors shall provide the Agent, if required, with a copy of the relevant insurance policies in force with respect to themselves, as well as proof of payment of the premiums thereof.

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22.5. Maintenance of Normal Activity

Not to make any material changes to the nature or scope of its activity.

22.6. Activity

Not to engage, directly or indirectly, in any other activity or business that is not included within its corporate purpose and not to carry out commercial operations under conditions other than those of the market.

22.7. Business Plan

Substantially comply with the provisions of the Business Plan, a copy of which is attached as Annex III.

22.8. Exercise

Do not change the closing date of your Fiscal Year, unless such change is required by applicable regulations.

22.9. Accounting Documents

To keep the accounting books and records duly updated, and to prepare the annual accounts and any other Financing Documents that must be delivered to the Agent or the Financing Entities in accordance with the laws and accounting principles generally accepted in their respective legislations and especially with the principles of uniformity and prudence in valuation.

22.10. Audit

Submit their annual accounts, annually, to the audit of the Auditor of Accounts, when they are legally obliged to do so.

22.11. Compliance with Statutory and Legal Obligations

Duly and punctually comply with the provisions of the bylaws, as well as all its relevant obligations (whether payment or not) tax, labor, environmental, commercial, administrative, civil and Social Security throughout the life of the Financing, as well as in general with any relevant obligation that is applicable to it.

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22.12. Taxation

Comply with (and ensure that the rest of the companies in the Group comply) with all their tax obligations and, in particular, declare and pay in due time and form all taxes that have accrued or will accrue on or by reason of their assets or operations, within the permitted periods and without incurring penalties.

22.13. Compliance with U.S. Financing Documents and Financing Agreement

Duly and promptly perform all of its obligations (whether payment or not) under the Financing Documents to which it is a party and the U.S. Financing Agreement.

22.14. Licenses & Permits

Carry out all the actions and procedures necessary to obtain and maintain in force all the relevant administrative authorizations, external operations regulatory bodies and exchange control necessary for the exercise of its activity and the due compliance with the Financing Documents and the correct execution of the remaining operations of the Obligated Parties and the companies of the Group.

22.15. Intellectual and Industrial Property

To maintain in full force and protect all the intellectual and industrial property rights of the companies of the Group, whether as owner of the same or as licensee, necessary at all times for the ordinary development of their activities.

22.16. Litigation/Proceedings

Not to settle, without the prior written authorization of the majority of the Financing Entities, any lawsuit, arbitration or dispute when the resolution of the dispute entails that the Obligors cease to receive, individually, annually an amount equal to or greater than three million euros (€3,000,000), nor to comply with the claims of the respective counterparties provided that the Borrower and/or any of the Guarantors are the ones obliged to pay the disputed amounts.

22.17. Insolvency and Insolvency

Failure to initiate any application or procedure aimed at declaring the insolvency of creditors or equivalent insolvency of the Obligated (including the communication provided for in article 583 of the Insolvency Law or equivalent in the corresponding jurisdiction), or negotiations aimed at implementing a restructuring plan in accordance with the provisions of article 583.1 of the

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Insolvency Law or equivalent in the corresponding jurisdiction, without having previously informed the Financing Entity.

22.18. Additional Indebtedness

Not to subscribe to any Additional Indebtedness to the Financing granted under this Agreement, with the exception of the Permitted Indebtedness.

22.19. Negative Pledge

Not to grant security interests, liens, encumbrances or encumbrances on the Wallbox Chargers Assets, with the exception of:

(i) Guarantees on Financed Assets; or

(ii) the guarantees granted in favor of the financing entities of the United States Financing Agreement; or

(iii) those that are constituted by operation of law; or

(iv) that the Obligor in question has authorization from all the Financing Entities and the financing entity of the United States Financing Agreement.

Not to grant guarantees or any other personal guarantees in favor of third parties, nor to create or allow to be created, security interests, liens, encumbrances or encumbrances on any of their assets, present or future (other than the Wallbox Charger Assets), with the exception of:

(i) the Permitted Warranties; or

(ii) those that are constituted by operation of law; or

(iii) that the Obligor in question has authorization from all the Financing Entities and the financing entity of the United States Financing Agreement.

22.20. Guarantees

Grant Warrants on the Wallbox Barcelona Assets representing seventy percent (70%) of the aggregate amount of the financing granted under the U.S. Financing Agreement and the Amount of the Financing on terms satisfactory to the Agent within a maximum period of twelve (12) Months and maintain the validity and effectiveness of all Guarantees granted pursuant to the Clause 26.

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22.21. Rank

Maintain the payment obligations of the Obligors under the Financing Documents and the rights derived therefrom for the Financing Entities with a rank and priority equal to or higher than those that derive or may be derived for other creditors by reason of contracts that the Borrower has entered into or will enter into in the future, except:

(i) written authorization from all Financing Entities to be forwarded to creditors through the Agent;

(ii) those operations that by legal imperative have a preferential nature; and

(iii) with respect to Permitted Warranties.

22.22. Disposition of Assets, Subsidiaries or Businesses

The Obligors may not segregate, spin off, sell, assign, lease, or dispose of in any way the interests or shares owned by them over their subsidiaries and, in general, may not segregate, spin off, sell, assign, lease, alienate or dispose of their subsidiaries and businesses, or any of their property, establishments or patrimonial assets of any kind (with the exception of their current assets). including its industrial property rights or collection rights, present or future, including as forms of disposition financial leasing operations (leasing, sale and leaseback, etc.) except for transfers or dispositions by any means in any of the following cases (provided that it is under market conditions and excluding in any case the goods whose acquisition is financed with this Agreement or the Financing Agreement Syndicated):

(i) that the transaction is carried out between Obligors or companies of the Group;

(ii) the consideration is received in cash and cash equivalents;

(iii) movable goods for manufacturing, machinery, machinery and plant and accessories;

(iv) any property (other than shares or business) in the ordinary course of its business;

(v) under a lease, sublease or licence of ownership in the ordinary course of business any property (other than stock or business) in the ordinary course of business;

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(vi) are obsolete, redundant or excess assets;

(vii) expressly permitted under this Financing Agreement; or

(viii) with the prior written consent of the Funding Entity.

In any case, the net book value of its total non-current assets may not be reduced by provisions by more than thirty percent (30%) of the amount reflected by such item in the Audited Consolidated Annual Financial Statements corresponding to the Fiscal Year 2023.

22.23. Treasury Management

Allow the movement of the necessary cash flows between the Obligors themselves to enable the fulfillment of the payment obligations arising from this Agreement.

22.24. Funding Accounts

To comply with the obligations relating to the Main Account and to carry out treasury management that facilitates cash flows necessary to meet the payments under this Agreement in a timely manner.

22.25. Off-Market Operations

Not to carry out commercial transactions (either with third parties, with their partners or with persons or entities within their Group or linked to them) under conditions other than those usual in the market and sector of their activity.

22.26. Corporate Transactions

The Obligors agree to the following:

(i) not to adopt any resolution aimed at merger, spin-off, dissolution or liquidation (except in the cases required by law and transactions between Obligors or companies of the same Group), unless expressly authorized by the majority of Financing Entities;

(ii) not to adopt any modification of the articles of association relating to the corporate purpose and/or the domicile. In particular, the Borrower undertakes to maintain its registered office and effective place of management in Spain throughout the life of the Financing; and

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(iii) not to agree to reduce its share capital or agree to reduce its reserves (unless (a) such reduction occurs without the return of contributions, (b) to compensate for losses with an immediately subsequent increase of an amount equal to or greater than the reduced amount, or (c) in those cases in which there is a legal obligation to do so).

22.27. Deductions and/or Withholdings

Each of the Obligors undertakes to make all payments to which they are obliged to make in accordance with the Financing Documents of which they are part, for the full amount, without any compensation, deduction or withholding on account of any tax, except in accordance with the provisions of Clause 16 and in the Clause 18.2.

22.28. Restricted Party Transactions

Refrain from doing any of the following:

(i) use, lend, contribute to, or otherwise make available all or any portion of the funds raised in each of the Financing Amount Provisions to finance any operation, business, or any other activity that is conducted for the benefit of any Restricted Party; or

(ii) engage in any transaction for the purpose of avoiding or evading or failing to comply with or attempting to violate any Penalty applicable to you; or

(iii) finance all or part of any payment in connection with a Funding Document with funds derived from any business or transaction entered into with a Restricted Party, or from any action resulting in a breach of a Penalty.

22.29. Obligations in relation to CESCE Coverage

22.29.1. The Borrower, in its capacity as policyholder, and each of the Financing Entities, as insured and beneficiaries, must formalize with CESCE an insurance policy for strategic investment loans under the provisions of Law 8/2014, of April 22, 2014, and Royal Decree 1006/2014, of December 5, 2014, which develops it (the "CESCE Policy"). which will be subject to the provisions of the CESCE Offer and, among others, to the following conditions (the "CESCE Coverage"):

(i) Term: until the Final Due Date.

(ii) Coverage: in any case, the CESCE Coverage must be subscribed with a minimum coverage of eighty percent (80%) of the Financing Amount.

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(iii) Sum Insured: represents the limit of the indemnity to be paid by the Insurer and will be determined by the amount resulting from applying the above percentage of coverage to the amount drawn under the Financing at any given time.

22.29.2. The Borrower shall provide the Financing Entities with the necessary collaboration so that the CESCE Coverage remains in force and effectiveness under the terms provided for in the applicable regulations, undertaking, to this end, to provide all the documentation and information necessary for this purpose and/or to carry out any action that, in accordance with the legislation applicable to the Borrower, may be required in the future by CESCE or any other competent authority or administrative body to preserve the good purpose of this Contract and/or the validity and enforceability of the CESCE Coverage.

22.29.3. The Borrower must pay CESCE (on behalf of the Financing Entities) on the date of signing the CESCE Coverage, the premium determined by CESCE, based on the result of the study carried out by CESCE for this purpose (the "CESCE Premium").

22.29.4. The Borrower acknowledges that neither the Financing Entities nor the Agent are responsible for the calculation or determination of the CESCE Premium and shall not bring any claim against the Financing Entities or the Agent in connection with the calculation or payment of the CESCE Premium.

22.29.5. The Borrower must comply, at all times during the term of this Agreement, with the provisions of the specific conditions of the CESCE Coverage, as well as with the terms and conditions established in the General Conditions of the CESCE Coverage (available through the CESCE website).

22.29.6. The Parties agree that the provisions of this Clause have been an essential condition for the granting by the Financing Entities.

22.30. Obligations in relation to EIB funds

The Borrower acknowledges that the ICF Participation is financed with funds from the European Investment Bank and undertakes to comply with all obligations set out in Annex X.

22.31. Obligations relating to Money Laundering

Deliver to the Financing Entities, so that they can comply with money laundering regulations, or the requirements and standards on know-your-customer that may be applicable to each of them, through the Agent, any additional documentation

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or information that is reasonably required by any of such entities through the Agent, and in particular in the following cases:

(i) any changes in the applicable law (or the interpretation thereof), subsequent to the date of this Agreement, affecting the obligations of the parties in relation to money laundering or the customer information and documentation requirements applicable to each Funding Entity; and

(ii) any change in the status of the Obligors or in their articles of association or in the identity of their partners, which occurs after the date of this Agreement.

23. Obligations of the Agent in relation to COFIDES and CESCE

23.1. Reporting Obligations

The Agent is obliged to notify COFIDES and CESCE of the entry into force of the Contract within ten (10) Business Days following the one in which it is formalized.

23.2. Return of CESCE Fees

23.2.1. In the event that the full amount of the Financing is not available, the Agent must notify CESCE within twenty (20) Calendar Days after the end of the corresponding drawdown period for the purpose of updating the Sum Insured and requesting the corresponding refund. The reduction in the Sum Insured must be included in the corresponding supplement to the CESCE Coverage.

23.2.2. After the end of the corresponding drawdown period, and provided that there has not been a loss or an aggravation of the risk under the corresponding CESCE Coverage, the Agent must request the refund of the CESCE Premium within the period mentioned above and return the amount received from CESCE for this concept to the Borrower.

23.2.3. The Borrower declares to be aware that, in accordance with the provisions of the CESCE Coverage, CESCE will retain, in any case, ten percent (10%) of the CESCE Premium as expenses.

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24. Early Maturity of Financing

24.1. Causes of Early Expiration

The Causes of Early Termination of this Agreement are those listed in the Clauses 24.2 to 24.25 (both included).

24.2. Failure to Pay

Failure of the Borrower and/or the Guarantors to pay the Principal, Interest, Commissions and expenses of any kind that correspond to them under the Financing Documents.

24.3. Failure to comply with the purpose

The non-application of the Financing Amount to the purposes established in the Clause 2.2.

24.4. Failure to comply with Ratios

Failure to comply with any of the Financial Ratios set forth in this Agreement.

24.5. Breach of Duty

Failure to comply with any of the obligations assumed by the Obligors under the Financing Documents, other than those included in the preceding paragraphs, in particular, but without limitation, the obligations provided for in the Clause 22.

24.6. Guarantees on Financed Assets

Failure to comply with the obligation to create Security Interests in the Wallbox Barcelona Assets representing seventy percent (70%) of the aggregate amount of the financing granted under the Wallbox Barcelona Financing Agreement and the Amount of the Financing within a maximum period of twelve (12) months).

24.7. Substantial Adverse Effect

The occurrence of a Substantial Adverse Effect.

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24.8. Falsehood in Manifestations

Any misrepresentation, omission, inaccuracy or material inaccuracy in the representations and warranties made by the Obligors in this Agreement or in the rest of the Financing Documents.

24.9. CESCE: cessation of coverage, falsifying the documentation provided, failure to meet eligibility requirements

24.9.1. Cessation of CESCE Coverage

(i) If, for any reason, the CESCE Coverage ceases to cover the Financing Entities, as a result of acts attributable, directly or indirectly, to the Obligors.

(ii) If it is or becomes illegal for CESCE to comply with any payment obligation under the CESCE Coverage or for the Financing Entities to benefit from the CESCE Coverage.

(iii) If any payment obligation of CESCE under the CESCE Coverage is not or ceases to be legal, valid, binding or enforceable or the CESCE Coverage is not or ceases to be in force and effect.

(iv) If CESCE terminates, suspends, discontinues, cancels, terminates, terminates, reduces or expires all or part of the CESCE Coverage.

24.9.2. Falsifying the documentation for CESCE Coverage

If the Borrower has made any misrepresentation in the data or information provided to access the CESCE Coverage.

24.9.3. Failure to meet eligibility requirements under CESCE Coverage

In the event that the Borrower no longer meets the eligibility criteria to be eligible for the coverage provided by the CESCE Coverage under the applicable regulations. For clarification, the Borrower will cease to be eligible, among other circumstances, where any statement made by the Borrower under or in connection with the CESCE Coverage (including, in particular, the Borrower's affidavit and statement) is or becomes false or inaccurate.

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24.10. Change of Control

If a Change of Control occurs without the prior written consent of the Financing Entities (and without prejudice to the fact that this event also constitutes a case of Total Mandatory Early Amortization).

24.11. Business Management

If any of the following occur:

(i) that any of the Obligors managed its business or assets in a manner that failed to comply with any of the provisions of any authorization relevant to the exercise of its activity; or

(ii) if there is the cessation of the business activity of any of the Obligated Parties or the substantial modification thereof.

24.12. Revocation of Licenses

If any authorization or license necessary to allow any of the Obligors to carry out its activity on the terms in which it has been carried out to date expires without being renewed or is revoked, and all this would result in a Substantial Adverse Effect.

24.13. Closure or Cessation of Business or Expropriation

If the Obligors cease their business or exploitation, substantially change their corporate purpose or if expropriation occurs, or dispose of their business or exploitation to third parties without the express authorization of the Financing Entities, except for those transfers that are carried out within the Group.

24.14. Illegality

If any of the material obligations arising from this Agreement for the Obligors are or become illegal, invalid or unenforceable.

24.15. Additional Indebtedness

If any of the Obligors incurs any type of indebtedness other than the Permitted Indebtedness.

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24.16. Insolvency of the Borrower and/or Guarantors

If, in relation to any Obligor:

(i) its application to be declared insolvent was admitted (or was submitted by a third party, admitted for processing and accepted) or any transfer of all or a substantial part of its assets in favor of its creditors in payment of its debts;

(ii) was subject to a voluntary process or imposed by law, of dissolution with or without liquidation or shareholder restructuring;

(iii) is affected by a permanent or permanent business closure, or by a cessation or suspension of business activity in the context of insolvency proceedings;

(iv) seizure or receivership is agreed;

(v) are in a situation of de facto insolvency and have so stated in writing; or

(vi) negotiations are initiated or the approval of a restructuring plan is requested in accordance with the provisions of article 583.1 of the Insolvency Law or equivalent in the corresponding jurisdiction, unless the negotiations are being carried out with the Financing Entities.

24.17. Contingent Liabilities

The appearance of any contingent liability of any of the Obligated Entities that does not appear in their financial statements or in the supplementary information provided to the Financing Entities, when their amount significantly affects the position of the Financing Entities.

24.18. Invalidity/Unenforceability

If any obligation of this Agreement considered essential by the Financing Entities turns out to be invalid or unenforceable or any of the Guarantees granted or to be granted in support of the Secured Obligations:

(i) is not formed in accordance with the terms and conditions set forth in this Agreement;

(ii) proves to be invalid or unenforceable;

(iii) turns out to have a preferential rank lower than the range determined in the Clause 26 for Warranties;

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(iv) is modified without the prior consent of all the Financing Entities;

(v) lost his preference; or

(vi) is harmed or endangered for reasons attributable to any of the Obligors.

24.19. Cross-Compliance

If any of the Obligors fails to comply:

(i) any obligations you have under the U.S. Financing Agreement;

(ii) any payment obligations due and payable under other financial contracts with any financial institution;

(iii) another contract or payment obligation due and payable, derived from commercial relationships by which in any way it could be bound by an individual or aggregate annual amount of at least two million euros (€2,000,000); and

(iv) any other material obligation provided for in the rest of the Financing Documents.

24.20. Corporate Modifications

If any of the Obligated Parties agrees to any modification of the bylaws relating to the corporate purpose and the registered office outside the current national territory, without the prior consent of the Majority of Financing Entities.

If any of the Obligors, other than Wallbox N.V., agrees to any amendment to the bylaws relating to the characteristics and rights inherent to their shares or participations, without the prior consent of the Majority of Financing Entities.

24.21. Restricted Party Transactions

If any of the Obligors carries out transactions with Restricted Parties, in breach of the obligations set forth in the Clause 22.28.

24.22. Audit

24.22.1. If the opinions expressed by the Auditor in the audit reports of the Obligated Parties (when they are obliged to audit) were at any time classified as an "unfavorable opinion" or "rejected opinion" in accordance with the accounting

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principles generally accepted in Spain and the applicable technical auditing standards.

24.22.2. If the Auditor does not validate the Annual Certificate of Compliance with Ratios.

24.23. Litigation & Garnishments

If any of the Obligors:

(i) is obliged, by virtue of a final court decision or arbitration award, to pay third parties sums that together in a year exceed three million euros (€3,000,000) and that are not covered in whole or in part by insurance policies, so that the part to be paid not covered exceeds that limit;

(ii) suffered attachments, enforcement of any security interests, confiscations or expropriations of assets for a total sum equivalent to or greater annually than three million euros (€3,000,000).

24.24. Tax Claims

If, during the term of this Agreement, claims of a tax nature are filed against the Borrower or against the other Obligated Parties that, together, exceed five hundred thousand euros (€500,000) per Year, once the corresponding administrative act of tax settlement of debt and/or penalties has become final (in court) and entails the need to make an effective payment or disbursement for its payment and compliance.

24.25. Legal Expiration

The insolvency of any other cause that, in accordance with the Law, determines the resolution or early expiration of any of the Financing Documents.

24.26. Remedying the Causes of Early Expiration

24.26.1. Failure to Pay

There will be no period of correction in the case provided for in the Clause 24.2 unless such non-payment is due exclusively to duly justified technical reasons and is corrected within a period of three (3) Business Days from the date on which it should have been made.

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24.26.2. Other Causes of Early Expiration

(i) The Borrower shall have a period of ten (10) Business Days from the first of the following dates, to correct the circumstance that gives rise to any of the Causes of Maturity other than those referred to in the Clause 24.26.1:

(a) the date on which the Obligors knew or reasonably should have known of the Cause of Early Termination; or

(b) the date on which the Financing Entities, through the Agent, notified the Obligors of the existence of such Early Maturity Cause, in order to correct said Early Maturity Cause, which was not remedied within the indicated period.

(ii) However, this correction period will not apply when the Early Expiration Cause in question is not remediable and the Causes of Expiration referred to in the Clause will not apply to the Causes of Expiration 24.2and in the Clause 24.4.

24.27. Early Maturity Statement

24.27.1. The Financing Entities may declare the early maturity of the Financing in the event of any Cause of Early Maturity and provided that it has not been remedied under the terms of this Agreement.

24.27.2. The declaration of early maturity of the Financing and the consequent obligation of the Obligors to pay the entire corresponding Outstanding Debt, will require the prior favorable agreement of the Majority of the Financing Entities, must be adopted within fifteen (15) Business Days from the communication by the Agent of the existence of a Cause for Early Maturity and the decision thus adopted will be binding for each and every one of the Funding Entities.

24.27.3. When the declaration of early maturity of this Agreement is requested by the Financing Entities in accordance with the provisions of the preceding paragraph, the Obligors will be compelled, within a period of five (5) Business Days from the notification sent by the Agent to such effect, to pay the entire Outstanding Debt. For the settlement of the Outstanding Debt, the last Applicable Interest Rate in force will be applied, which will be understood to have been accepted by the Obligors for the sole and exclusive purpose of carrying out the same. If the payment date does not coincide with an Interest Settlement Date, the settlement will include the applicable Breakdown Costs.

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24.27.4. If the period indicated in the previous section has elapsed without the Obligated Parties having complied, the Financing Entities, through the Agent, may initiate the corresponding legal claim.

24.27.5. Failure to reach the favorable agreement of the Majority of Financing Entities referred to in the Clause 24.27.1 within a maximum period of fifteen (15) Business Days from the communication by the Agent of the existence of a Cause for Early Maturity, the Financing Entities may individually initiate the procedure described in the Clauses 24.27.2 and 24.27.3 with respect to their Participation in Funding.

24.27.6. The Financing Entities irrevocably accept that the enforcement of the Security Interests may only be carried out if so agreed by the Majority of the Financing Entities and, necessarily, through the Agent.

25. Main Account

25.1.1. The Borrower has opened a current account in its name with the Agent (account number [***]), to which the amounts due for Principal, Interest, Commissions, expenses or any other concept provided for in this Agreement will be debited, as well as the amounts destined for the Mandatory Early Repayments.

25.1.2. The amounts drawn under the Financing will be credited to the Main Account.

25.1.3. The Borrower and/or, as the case may be, the Guarantors shall pay the amounts described in the Clause 15.3.1. The balance for this item paid will be unavailable except in accordance with the provisions of the aforementioned Clause 15.3.3.

25.1.4. The Agent agrees to make payments to be made to the Financing Entities against the balance in the Main Account subject to and in accordance with the provisions of this Agreement, subject to and in accordance with the provisions of this Agreement, overcoming any legal impediment, including self-contracting.

25.1.5. The balance of the Principal Account shall be pledged for the life of the Financing, as security for the Secured Obligations, as set forth in Clause 26.3.126.3.1(i). In the event of a change of Agent in accordance with the provisions of Clause 27.7, a new Master Account will be opened with the new Agent, the balance of which will also be pledged throughout the life of the Financing, as security for the Secured Obligations.

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26. Guarantees

26.1. Borrower's Liability and Warranty

26.1.1. The Borrower is responsible for the fulfilment of the obligations arising from this Agreement for the Borrower, under the terms of Article 1911 of the Civil Code.

26.1.2. Without prejudice to the provisions of the preceding section, the Financing Entities and the Borrower have agreed as an essential and determining element of their consent to the granting of the Financing and the rest of the Financing Documents, the constitution of the Guarantees contained in the following sections.

26.1.3. The Guarantees created in accordance with the provisions of this Agreement are constituted as overlapping, joint and several and indistinct, in such a way that the Financing Entities may, at their option, exercise any of them, in the order they deem appropriate, alternatively, jointly or successively, without the initiation of the procedure for the enforcement of a guarantee limiting or conditioning the initiation of proceedings for the enforcement of other guarantees.

26.2. Personal Guarantee of the Guarantors

26.2.1. Without prejudice to the Borrower's personal and unlimited liability under the Clause 26.1, the Guarantors unconditionally and irrevocably guarantee in favor of the Financing Entities, jointly and severally with the Borrower and among themselves, the Secured Obligations.

26.2.2. The Guarantors expressly acknowledge that this Guarantee is configured as a guarantee on first demand and not as a guarantee of those provided for in Articles 1822 et seq. of the Civil Code or a guarantee of those provided for in Articles 439 and concordant of the Commercial Code, so this Guarantee is structured as a guarantee on first demand. abstract, autonomous and independent and not as a surety and, consequently, the rights (benefit of order, exemption and division) granted to the surety by virtue of Articles 1830 et seq. of the Civil Code are not applicable.

26.2.3. In the event of insolvency proceedings by the Borrower, the Guarantors are jointly and severally liable to the Financing Entities of the Secured Obligations, regardless of the outcome of a possible approval of an arrangement within the insolvency proceedings or regardless of the vote of each of the Financing Entities in said arrangement or proposed arrangement, without any waiver or delay included in such arrangement being invoked by the Guarantors against the Guarantors to the Financing Entities.

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26.2.4. Likewise, in the event of the Borrower's insolvency:

(i) the suspension of the accrual of interest that may occur with respect to the Secured Obligations will not benefit the Guarantors;

(ii) the suspension of any enforcement proceedings against the insolvent Borrower shall not prejudice the right of the Financing Entities to demand from the Guarantors, at any time, the payment of the Secured Obligations; and

(iii) if the Financing Entities are required to reimburse any sum of the Borrower as a result of any repayment or termination actions, the Guarantors shall be obliged to pay the Financing Entities concerned the amounts reimbursed together with all those owed to them by the Borrower.

26.2.5. The obligations of the Guarantors under this Warranty are absolute, unconditional, abstract, autonomous and independent with respect to any other obligations or liabilities of the Borrower under the Agreement and therefore:

(i) shall not be affected by the validity, effectiveness or enforceability of the obligations assumed by the Borrower under the Agreement or by any other event, occurrence or circumstance which might otherwise constitute a legal defense for a guarantor or guarantor, including in the event of an insolvency proceeding affecting the Borrower; and

(ii) the Guarantors expressly and irrevocably undertake to comply with their payment obligations arising from this Guarantee when required to do so by the Financing Entities, waiving any right of opposition and exception, defense, power or compensation derived from the Contract or the refusal to pay by the Borrower. Likewise, the Guarantors expressly waive the opposition of any kind of right, faculty, exception or compensation against the Financing Entities, except for the exceptio doli or the abusive exercise of the right by the Financing Entities.

26.2.6. The Guarantee shall remain in full force until the Secured Obligations are fully cancelled.

26.2.7. The Guarantors undertake to pay all amounts due by the Borrower under this Agreement, within the same time limits as the Borrower, even in the event that, having been paid by the Borrower, the Financing Entities have to repay any sums received from the Borrower, as a result of the reinstatement decreed in an insolvency situation of the latter or for any other reason. This obligation will extend to those amounts that, paid by any of the Guarantors, the Financing Entities

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had to reimburse as a result of the reinstatement or termination decreed within the framework of the insolvency proceedings of the Guarantor in question.

26.2.8. Each of the Guarantors making a payment in compliance with this guarantee expressly agrees that any amounts owed to it by the Borrower or any of the other Guarantors as a result of subrogation, repetition, repayment or return shall be subordinated to the full payment of the Secured Obligations, such that the Borrower and the remaining Guarantors may not pay any amount to the paying Guarantor (including by way of set-off), nor may the paying Guarantor be subrogated to the real or personal guarantees granted in favor of the Financing Entities as security for the amounts that the Borrower may owe to the Financing Entities under this Agreement, if the Secured Obligations have not previously been fully satisfied. If the Borrower or any of the other Guarantors, contrary to the provisions of this paragraph, pay any amount to the paying Guarantor, the Paying Guarantor shall pay the Agent such amount upon first demand.

26.2.9. In accordance with Article 1213 of the Civil Code, if the Guarantors make a partial payment to the Financing Entities, the Financing Entities may exercise their right for the remainder, in preference to the Guarantor who has been subrogated in the place of the Financing Entities, by virtue of the partial payment, even if the Borrower is in a state of insolvency.

26.2.10. The Guarantors hereby agree that the Guarantee granted herein shall also extend to any extension that the Financing Entities may grant to the Borrower with respect to the maturity of all or any of the Secured Obligations. Likewise, the Guarantors hereby consent, for all purposes, to any modifications to the conditions of the Financing that may be agreed by the Borrower and the Financing Entities, maintaining the Guarantee in all its force and effects despite them. All of the above, without prejudice to the Guarantors granting the corresponding document of ratification of their Personal Guarantee, in the event that they are required to do so by the Financing Entities (through the Agent).

26.2.11. For the purposes of the provisions of Article 572 of the Code of Civil Procedure, the Guarantors designate as their domicile for the purposes of notifications, in relation to the Secured Obligations of this Agreement, those listed in the Annex VII, and expressly accept the jurisdiction to which the Parties submit and which is set forth in Clause 40.

26.2.12. Likewise, for the purposes of Article 572 of the Code of Civil Procedure, it is expressly agreed that the determination of the debt payable to the Guarantors will be carried out in the same manner provided for in the Clause 9, unless there is an error in the calculation, and the resulting balance must be notified to the Guarantors in accordance with the provisions of the aforementioned legal precept.

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26.2.13. All payments due by the Guarantors must be made in full, without any set-off, net and free of any tax, deduction or withholding of or on account of any type of tax that may be levied on such payments at present or in the future.

26.3. Security Interests

26.3.1. Pledge Rights in rem over Receivables

(i) As a guarantee of the full and timely performance of the Secured Obligations, and without prejudice to any other guarantees that the Financing Entities hold or may hold in the future, on the Signing Date and in a separate document, the Borrower will grant a first-rank pledge right over the credit rights derived from the Main Account.

(ii) In addition, as a guarantee of the complete and punctual fulfillment of the Guaranteed Obligations, and without prejudice to any other guarantees that the Financing Entities hold or may hold in the future, on the Signing Date and in a separate document, the Borrower will grant a first-rank real right of pledge over the credit rights derived in its favor from the Insurance Policies in force today that insure the Wallbox Barcelona and Barcelona Assets. the insurer that designates the Funding Entities and the financing entity of the United States Financing Agreement as the beneficiary will be notified.

26.3.2. Non-Possessory Mortgage and/or Pledge on the Wallbox Barcelona Assets

(i) The Obligors undertake to constitute concurrent chattel and/or real estate mortgage(s) or non-possessory pledge(s) on the Wallbox Barcelona Assets that are acquired with the funds obtained from this Financing and until the value of the Wallbox Barcelona Assets that are encumbered represents seventy percent (70%) of the sum of the Amount of the Financing and the financing granted under the Financing Agreement (the "Financed Asset Guarantees").

(ii) The Guarantees on the Financed Assets will secure the Secured Obligations and will be concurrent with the Guarantees granted to secure obligations of the Obligors under the U.S. Financing Agreement.

(iii) The Obligors undertake to inform the agent every two (2) months in writing of the details of the Wallbox Barcelona Assets that are acquired up to that date, including a description of the same.

(iv) The Obligors are obliged to grant the corresponding guarantee documents on the Wallbox Barcelona Assets every two (2) Months or within a period

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of fifteen (15) Business Days from the notification of the requirement of incorporation sent by the Agent, on behalf of the Majority of the Financing Entities.

(v) The Obligated Parties must grant the Guarantees on the Financed Assets on terms satisfactory to the Agent and the Financing Entities and that are necessary to ensure their validity, effectiveness and registration in the Land Registry or in the competent Registry of Movable Property, as appropriate, also obtaining any authorization and carrying out any procedure with any third party (including any competent administration) that are necessary or convenient to the valid constitution of the Guarantees on the Financed Assets in question.

(vi) For the purposes of determining the amount of the maximum liability guaranteed by the Guarantees on the Financed Assets, the Outstanding Debt under the Financing Agreement on the date on which the corresponding Guarantees on the Financed Assets is constituted will be taken as the basis for calculation and the resulting amount will be multiplied by 130%. in the event that the guarantee required by the Financing Entities does not entail the payment of tax (Transfer Tax and Stamp Duty or similar taxes). In the event that the required collateral requires the payment of taxes, the maximum secured liability shall be the lesser of (a) 130% of the outstanding Debt as indicated above, and (b) 130% of the actual fair value of the assets subject to the collateral at the time the collateral was created.

(vii) The expenses and taxes for the constitution of this type of guarantees and duly justified, accrued by the constitution of the Guarantees on the Financed Assets will be borne by the Borrower. In particular, but without limitation, the Borrower shall pay to the Agent and the Financing Entities the amount that they must pay as a taxable person by way of transfer tax and stamp duty that, if applicable, accrues in connection with the granting of the Guarantees on the Financed Assets.

(viii) On this same date, the Obligated Parties grant an irrevocable power of attorney deed and mandate in favor of the Agent, in the broadest terms and overcoming any legal impediment, including self-contracting, so that, in the event that they are required to do so and have not granted the appropriate documents or carried out the corresponding procedures within fifteen (15) Business Days following the Agent's request, the latter may, in the name and on behalf of the Obligors, execute as many public and private documents as may be necessary or convenient to constitute any Guarantees over the Financed Assets, including, but not limited to, chattel mortgages, real estate mortgages and non-possessory pledges, and to carry out all acts,

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procedures, communications, notifications and requirements that it deems appropriate in order to fulfill the aforementioned purpose, and all this under the terms and conditions that the Agent, on behalf of the Financing Entities, deems appropriate, including, but not limited to, the determination of the maximum guaranteed liability as provided above.

(ix) Chattel mortgages and non-possessory pledges granted under this Agreement shall conform as far as possible to the models attached as Annex IX.

26.3.3. Execution by the Agent

(i) Except as provided in the (ii) the Agent, in the name and on behalf of the Financing Entities and shall be the only one authorized to enforce the Security Interests provided for in this Clause 26.3 in accordance with the provisions of the Agreement between Creditors. Those Financing Entities that are unable to authorize the Agent undertake to appear with the Agent in all the actions necessary to carry out the enforcement of the Collateral.

(ii) Notwithstanding the foregoing, in the event of separate execution by the Financing Entities as a result of the provisions of the Clause 24.27.5, said Financing Entities may proceed to the execution of the Personal Guarantee separately, without the representation of the Agent.

26.4. Subordination and Non-Claim

Guarantors who make a payment or who, by granting a Guarantee, has been enforced, may not claim from the Borrower, or accept payments from the Borrower or any other Guarantors (including by way of set-off), as a result of the execution of the Guarantees.

27. The Agent

27.1. Appointment

The Financing Entities appoint EBN Banco de Negocios, S.A. to act as their agent in relation to each of the Financing Documents (including in relation to the CESCE Coverage, for administrative purposes). The Agent accepts such designation.

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27.2. Mandate

27.2.1. Without prejudice to the independent nature of the obligations of the Financing Entities arising from this Financing, it is stipulated that, as far as the development and operation of this Agreement is concerned, the Agent acts, in addition to itself, as a special agent on an irrevocable basis of the community of Financing Entities for the functions that, as such, are attributed to you in this Agreement; Consequently, it must be understood that payments of any nature derived from this Agreement or from the CESCE Coverage made by the Obligors to the Agent will have full discharging effects, as if they had been received in proportion to their Participation by the other Financing Entities.

27.2.2. Unless otherwise stated, any notice made or received by the Agent shall have the same effect as if it had been made or received by all the Funding Entities.

27.2.3. The powers of representation granted by the Financing Entities to the Agent shall be understood to be limited to those actions and measures that, specifically provided for in this Agreement, are necessary for the execution and effectiveness of the same.

27.2.4. The Agent shall always act in accordance with the instructions of the Majority of Funding Entities (or unanimity when so provided).

27.3. Payments

27.3.1. All payments made by the Obligors under this Agreement or the CESCE Coverage for Principal, Interest, Commissions, expenses or any other concept shall be distributed by the Agent among the Financing Entities in such a way that at all times they are all paid in identical proportions to their Participation in the Financing and in accordance with the provisions of the Agreement between Creditors.

27.3.2. The value date of the payments will be the date of receipt by the Agent, who will make their payment immediately and without delay to the Financing Entities.

27.3.3. If any Financing Entity receives, for any reason, including as a result of the compensation agreed in the Clause 17 amounts from the Obligors as payment of obligations arising from this Agreement or from the CESCE Coverage, or receives from the Agent, by reason of the Financing, amounts greater than those proportionally corresponding to it or amounts that, by mistake, the Agent transfers to it even though it is not entitled to receive them, it will be obliged to deliver such funds to the Agent so that the latter may distribute them with the same valuation date of their receipt between the other Financing Entities in accordance with their

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Participation in the Amount of the Financing, except in the event that the receipt of these amounts is due to the exercise of the right of partial termination of the Contract by a Financing Entity.

27.3.4. The Financing Entities may apply to the payment of any liquid, due and payable amount by the Obligors by reason of the Financing any existing balance in their favor. Those amounts obtained through the compensation mentioned above will be delivered to the Agent by the Financing Entity that obtained them so that the Agent can proceed to the proportional distribution mentioned in the Clause 27.3.3 previous.

27.3.5. The possible rights of the Financing Entities to obtain payments from the Obligors based on causes and obligations other than those contained in this Agreement or the CESCE Coverage shall not be affected by the provisions hereof.

27.3.6. Without prejudice to the exception set out in Clause 27.3.7 next, the regime provided for in this Clause shall also be applicable in the event that any of the Financing Entities has received a higher amount than the rest of the Financing Entities by application of Article 280.7 of the Insolvency Law, except in the event that said entity, before filing for the Borrower's insolvency and/or, as the case may be, the Guarantors, would have offered the rest of the Financing Entities the possibility of carrying out a joint application for insolvency through the Agent and such joint request would not have been agreed by the Majority of the Financing Entities within a maximum period of five (5) Business Days. To this end, the Financing Entities hereby authorize the Agent, subject to the agreement of the aforementioned Majority of Financing Entities for this purpose, to request the declaration of insolvency of the Borrower and/or, as the case may be, the Guarantors in the name and on behalf of those Financing Entities that have voted in favor of the Borrower's application for insolvency and/or, where applicable, the corresponding Guarantors.

27.3.7. Likewise, the Financing Entities expressly agree that the proportionality regime provided for in this Agreement shall not apply to any amounts that due to Principal and/or Interest cease to be received, as the case may be, by any Financing Entities that, in the event of insolvency proceedings by the Borrower and/or, as the case may be, the Guarantors and in application of Article 281.1.5 in relation to Article 283 of the Insolvency Law, should be considered subordinated creditors, as well as in the case of a separate early maturity declaration by one or more Financing Entities in accordance with the provisions of Clause 24.27.5, or in the cases described in the Clause 13 and the Clause 29.

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27.4. Disclaimer

27.4.1. In no case shall the Agent act as fiduciary of the other Financing Entities, of the Obligors or of any other person, and its duties and obligations shall be limited to those expressly determined in this Agreement.

27.4.2. In accordance with these principles, and by way of example:

(i) the Agent shall not be liable to the other Financing Entities by reason of the conclusion, validity and enforceability of this Agreement, the other Financing and/or CESCE Coverage Documents, the veracity or certainty of the statements contained therein or in the communications received, or the feasibility of collecting the amounts delivered by the Financing Entities under the Financing and/or CESCE by virtue of CESCE Coverage;

(ii) the Agent's duty to provide information shall be understood to be limited to those communications that are necessary for the normal performance and development of the Contract, of the CESCE Coverage or for its enforceability in the event of non-compliance;

(iii) the Agent shall not have the obligation to verify the veracity or compliance of the commitments assumed by the Obligors and is not obliged to investigate the existence of possible Causes of Early Maturity or the decrease in solvency of the Obligors;

(iv) provided that the Agent is required to examine any documentation or evidence provided to it by the Obligors or any third party for the purposes of the provisions of this Agreement, the Agent shall not be obliged to verify the truthfulness and accuracy of the facts contained in such documentation or evidence, but shall merely verify that such documentation or evidence has the outward appearance of being true or an authentic copy of its original, and that the information contained therein appears to be coherent, and that reliance may be placed for this purpose on the declarations made by the Obligated Parties or such third parties with respect to the aforementioned documents;

(v) the Agent, by virtue of its status as an intermediary, shall have the obligation to communicate to the Obligors all the queries that the Financing Entities wish to make to them; and

(vi) the Agent must follow the instructions received from CESCE, in accordance with the provisions of the CESCE Coverage, as well as send a copy of such instructions to the Financing Entities, and inform, in turn, the Financing

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Entities about any action that will be carried out following the instructions received from CESCE.

27.4.3. The Financing Entities and the Obligors release the Agent from any liability for error or omission in the performance of the duties assigned to him under this Agreement, except those arising from gross negligence or willful misconduct.

27.4.4. Each of the Financing Entities declares to the Agent that it has conducted its own independent investigation and assessment of the financial situation of the Borrower and Guarantors in relation to this Financing.

27.4.5. The Agent shall not be liable for the delay (and the consequences arising thereof) in the payment of those amounts which, in accordance with the Financing Documents, are to be distributed by the Agent in the event that it has taken all necessary measures (and at such appropriate time) to comply with the applicable regulations or the operating instructions of the clearing and settlement systems used by the Agent through the Financing Documents. to that effect.

27.4.6. The Agent shall not be obligated under the provisions contained in this Agreement to perform know-your-customer procedures on behalf of the Financing Entities. Each of the Financing Entities shall be responsible for carrying out the necessary customer identification procedures and may not benefit from the procedures carried out by the Agent for this purpose.

27.5. Refund of Advance Amounts

27.5.1. The Financing Entities agree to immediately reimburse the Agent, in proportion to its Participation in the Financing, all justified amounts which, although payable by the Obligors under this Agreement, have not been paid or reimbursed voluntarily by the Obligors and which represent or could represent for the Agent a disbursement for any reason that, by reason of this Agreement, carried out in the common interest of the other Financing Entities and regardless of the favorable or adverse result of the action or measure that originated the disbursement, all this regardless of whether the aforementioned amounts may be claimed by the Agent from the Obligors.

27.5.2. The Financing Entities undertake to reimburse the Agent, in proportion to its Participation in the Financing, for all extraordinary expenses, justified by documentary evidence, caused to the Agent in the exercise of its functions, provided that they do not have to be paid by the Obligors.

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27.6. Agent's Rights

27.6.1. The Agent (or the new entity replacing the Agent in accordance with the provisions of the Clause 27.7 that is a Funding Entity) shall have the same rights and powers as any other Financing Entities by reason of its Participation in the Financing.

27.6.2. Notwithstanding this Agreement, the Agent (or the new agent who would be a Financing Entity) may accept deposits, lend money and, in general and like the other Financing Entities, carry out all kinds of banking operations with the Obligors within the limits provided for in this Agreement.

27.6.3. The Agent may and shall be entitled to act in accordance with any formal statement, notice or document which it considers to be authentic, correct and duly executed.

27.6.4. The Agent may assume that:

(i) there has been no Early Termination Cause (unless you are aware of the Early Termination Cause contained in the Clause 24.2); and

(ii) no right or authority conferred in the Financing Documents on the Majority of Funding Entities or any other Party has been exercised.

27.6.5. The Agent may:

(i) rely on any communication or document that it believes to be authentic; and

(ii) refrain from acting in accordance with the instructions of the Majority Funding Entity (or the Majority of Financing Entities, as applicable), to commence any legal action or proceeding relating to the Contract, until you have been guaranteed to your satisfaction all costs, claims, losses, expenses (including attorneys' fees) and liabilities that you may incur or incur in complying with such instructions.

27.6.6. The Agent is entitled to contract and pay, with the prior authorization of all the Financing Entities, on behalf of the Financing Entities, for the advice or services of legal advisors, financial advisors, or other experts whose advice or services may be, in their opinion, necessary, convenient or desirable, and to rely on the advice received.

27.6.7. An agent may exercise the powers conferred on him through his attorneys-in-fact and employees.

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27.6.8. The Agent may disclose to the other Funding Entities any information that, in its opinion, it has received in its capacity as Agent.

27.6.9. Notwithstanding anything to the contrary contained in the Financing Documents, the Agent is not obliged to take any action that, in its opinion, could constitute a breach of any applicable legal rules or of its duty of confidentiality.

27.6.10. Notwithstanding anything to the contrary expressly or implied in the Financing Documents, the Agent shall:

(i) shall not be obliged to pay to any Funding Entity any sum received by the Agent on its own behalf (other than those received by it in its capacity as Agent, in respect of which the provisions of this Agreement shall apply), or the proceeds thereof;

(ii) shall have no obligation other than as expressly set forth in this Agreement; and

(iii) shall not be obligated to make any determination or conduct any investigation regarding compliance with the Financing Documents or the creditworthiness of the Obligors. Only when it has actual knowledge, or has received notification from any of the Financing Entities or the Borrower, of the occurrence of any Early Maturity Cause, will it notify the other Financing Entities.

27.6.11. If any Party owes an amount to the Agent under this Agreement and/or the CESCE Coverage, the Agent shall be entitled, upon notice to such Party, to offset such amount against any payments that the Agent is obliged to make to the Party concerned.

27.7. Waiver and Substitution

27.7.1. The Agent may resign from his/her position at any time with prior authorization from CESCE, provided that this is necessary. To do so, it will send a notification to the Financing Entities, as well as to the Borrower. They will appoint a new Agent from among themselves or a third party specialized in the management of agencies in syndicated loans, by agreement of the Majority of Financing Entities.

27.7.2. In the event that the Agent is a Funding Entity, the Agent shall resign its appointment if on (or after) the date that is three (3) Months prior to the earliest FATCA Application Date in relation to any payment made to the Agent under this Agreement, any of the following circumstances occur:

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(i) that a Funding Entity reasonably believes that the Agent will not (or cease) FATCA Exempt Party status on or after such FATCA Implementation Date; or

(ii) it appears from the information provided by the Agent that the Agent will not (or cease) to be a FATCA Exempt Party on or after such FATCA Implementation Date; or

(iii) the Agent notifies the Borrower and the Financing Entities that it will not (or cease to be) FATCA Exempt Party on or after such FATCA Implementation Date; and

(iv) in any case, that the Agent or a Financing Entity reasonably considers that one of the Parties will be required to make a FATCA Withholding, which would not have been required if the Agent had the status of FATCA Exempt Party, and the Borrower or such Financing Entity, required the Agent to waive it by express notice to that effect.

27.7.3. In the event that, within thirty (30) Calendar Days following the notification, the Funding Entities have not appointed a new Agent, or the appointee has not accepted the appointment, the Agent shall have the right to appoint the Agent himself, either from among the Financing Entities or may appoint any third party as a new Agent, as long as it has the approval of the majority of Financing Entities.

27.7.4. The Financing Entities consent, by signing this Agreement, that the Agent may appoint them as a new Agent in accordance with the provisions of this Agreement and undertake to accept the obligations arising from such position once they are appointed.

27.7.5. As soon as a successor to the Agent is appointed and, where appropriate, accepted by the Agent, the departing Agent shall be released from any further obligations under this Agreement.

27.7.6. The departing Agent may request that his/her resignation and the appointment of the new Agent be recorded in a notarized act signed by all the Financing Entities (including the new Agent), in which case, the Financing Entities are obliged to sign within a maximum period of five (5) Business Days from the date of the Agent's request.

27.7.7. Notwithstanding the foregoing, the new Agent may also resign from his or her position in accordance with the provisions of this Clause.

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27.7.8. In no case may the resignation of the Agent or the appointment of the new one, which must be documented in evidence, imply the assumption of new obligations or a greater cost for the Borrower other than those expressly assumed by virtue of this Agreement.

27.7.9. As soon as a successor to the Agent is appointed and the Agent is accepted (i) the new agent must notify CESCE of his appointment as a new Agent in relation to the CESCE Coverage; and (ii) the departing agent shall be exempt from any other obligations under this Agreement, the remaining CESCE Financing and Coverage Documents, but shall continue to be subject to the responsibilities and rights to which he or she is entitled, with respect to his or her performance in the exercise of the position.

28. Assignments

28.1. Assignment by the Borrower and Guarantors

Neither the Borrower nor the Guarantors may assign, transfer, substitute or subrogate the rights and obligations entered into under this Agreement, or subrogate to any third party the position of the Financing Entities in this Agreement, without the express, written and unanimous consent of all the Financing Entities and the Agent.

28.2. Assignment by Financing Entities

28.2.1. Any Financing Entity, at any time, and while its Participation in the Financing remains in force, may assign all or part of its contractual position in the Financing (including the assignment as a guarantee) to another entity of any nature with the prior written authorization of CESCE.

In the event of a partial assignment, the Borrower and the financing entities resulting from the assignment shall amend this Agreement prior to or simultaneously with the partial assignment to include the regulation of the majorities for decision-making by the financing entities, the figure of the agent and any other issues arising from the existence of more than one Financing Entity. All this under market conditions and in accordance with the usual practice in this type of financing.

28.2.2. In addition, consent of any kind shall not be required on the part of the Borrower if the assignment is made for the creation of a charge or security interest on, or an assignment of, the rights and obligations of the Financing Entity under the Financing Documents, in favor of a central or supranational bank.

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28.2.3. The Borrower expressly authorizes the Financing Entity to disclose to potential assignees of the Financing Entity (or its advisors) or entities in favor of which any type of lien or security is created under the terms contained in this Clause or to any entity of the Financing Entity's group, the contents of this Agreement and the other Financing Documents

28.2.4. For clarification purposes, and without prejudice to the provisions of this Clause, the Financing Entities may pledge or create any type of encumbrance on the rights derived in their favor by virtue of this Agreement, in favor of Central Banks or Federal Reserves, without the need to have the prior consent of the Obligors.

28.2.5. The costs, expenses and taxes of the assignments that occur in accordance with the provisions of this Clause will be borne by the corresponding Financing Entity and/or the assignee.

29. Variation in circumstances and illegality

29.1. Variation in Circumstances

29.1.1. In the event that by legal or regulatory provision, of supranational, national, regional or local origin (or by a new binding interpretation thereof) subsequent to the signing of this Contract and in particular in relation to the additional costs resulting from the implementation, development, application or replacement in the future by other similar regulations, of the regulations relating to Basel III and/or the "Capital Requirements Directive" IV (CRD IV)), obligations such as ratios, reserves or necessary deposits, among others, are imposed on the Financing Entities, which entail an increase in the cost of the funds taken in the Euro Area Money Market for the Financing subject of this Agreement for the Financing Entities or limitations are imposed, whether in the Interest Rate or in the Commissions, or otherwise, that entail a decrease in the income to which the Financing Entities were entitled by virtue of this Agreement (excluding in any case the Corporate Income Tax or the variation in the rate thereof), the Obligors will be obliged to compensate, from the moment the cost or decrease in income occurs, to the Financing Entity or Entities affected by such provisions, to the same extent that the cost of the aforementioned funds is increased and the income decreased, provided that said Financing Entity or Entities provide documentary evidence of having incurred the aforementioned increase in cost or decrease in revenue, and determine in the detailed and reasoned settlement the higher costs or lower revenues.

29.1.2. Compensation will be made through the payment of additional sums by the Obligors, based on the reasoned settlement submitted by the Agent.

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29.1.3. The affected Financing Entities, at the request of the Borrower through the Agent, undertake to make their best efforts, and provided that this does not entail economic damage (which, where appropriate, will be passed on to the Obligors) greater than the increase in costs or decrease in estimated revenues, to avoid or mitigate the effects of the circumstances provided for in this Clause, including the possibility of transferring its Interest in this Agreement and the remaining Financing Documents to one or more other credit institutions not affected by the circumstances in question, which comply with the assignment requirements set out in this Agreement and which are willing to purchase the interest of the Financing Entity at par. In the event that the transfer of such Participation is not possible, or no other solution is found by the Parties within thirty (30) Calendar Days, the Borrower shall, within ten (10) Business Days following the receipt of a request to be made to that effect by the Agent, repay the portion of the Financing corresponding to the affected Financing Entity together with the interest and other amounts due to such Funding Entity under this Agreement.

29.2. Illegality

29.2.1. When the fulfilment of any of the obligations arising from this Agreement implies for any Financing Entity the infringement of any legal or regulatory provision or mandatory ordered measure or binding interpretative criterion, emanating from a competent official authority or body, the affected Financing Entity must notify the Borrower and the Agent of such circumstance.

29.2.2. Within thirty (30) Calendar Days following such notification (or such shorter period as may be established by applicable law), the Agent, the Borrower and the affected Financing Entity shall use their best efforts to take measures to eliminate or mitigate the adverse effect in the aforementioned circumstances by acquiring the Interest in this Agreement and the remaining Financing Documents held by the affected Financing Entity by any of the affected Financing Entities. of its subsidiaries or branches in other countries where the situation of illegality does not occur or, failing that, the acquisition by another Financing Entity or another credit institution that meets the requirements for the assignment established in this Agreement that is not affected by the situation of illegality. In the event that the transfer of such Participation is not possible, or no other solution is found by the Parties, the Financing Entities concerned and the Borrower shall reach an agreement regarding the time of redemption of their Participation, which in any event shall include the payment of the corresponding ordinary interest calculated up to the date on which the payment actually takes place, as well as any expenses and other amounts payable under this Agreement.

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30. Communications and notifications between the Parties

30.1. All communications between the Funding Entities and the Obligors, and vice versa, the Financing Entities with each other and between the Financing Entities and the Agent, and vice versa, that relate to this Agreement shall be made through the Agent.

30.2. All requests, notifications, notices and communications in general between the Borrower (also acting as a representative of the Obligors) and the Agent or vice versa and between the Financing Entities and the Borrower (also acting as a representative of the Obligors) conversely, which refer to this Agreement or derive from it, shall be made by email or by any other means that reliably accredits their receipt, and they will go to the respective codes and addresses designated in each case.

30.3. Communications will be deemed to have been received as long as they are made at the specified addresses, even if they are refused or not collected.

30.4. The addresses, telephone numbers, e-mail addresses of the Borrower, the Agent and the Financing Entities are those listed in Annex VII, and the Parties accept as validly made for all purposes, including procedural and enforcement of Guarantees, any notification or communication of the nature that are made to the addresses indicated in said Annex.

30.5. The Obligated Parties must send their communications to the Agent at the address indicated in Annex VII of the Contract, who will forward them to the other Financing Entities as established in the Contract.

30.6. Any modification to the addresses or telephone or e-mail codes described above will have no effect until it has been notified in writing between the Parties or, where appropriate, to the Agent. The Agent must notify the Borrower (as representative of the Obligors) and the other Financing Entities in writing of any change in its address or telephone or email codes listed in Annex VII.

31. Representation on behalf of the Borrower

31.1. The Obligors, except the Borrower, hereby confer on the Borrower their irrevocable representation, constituting it as their agent and representative for the purposes of this Agreement and the other Financing Documents and expressly authorizing it, through its organs and attorneys-in-fact, to carry out all the actions attributed to the Obligors in this Agreement and the other Financing Documents, even in the event that it incurs in the figures of self-contracting, multi-representation and conflict of interest.

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31.2. In particular, but without limitation, the Borrower may perform any of the following actions on behalf of the Obligors:

(i) issue and receive all notifications and communications arising from this Agreement and the other Financing Documents and deliver to the Agent and, where applicable, to the other Financing Entities all documentation and information to be provided in accordance with the provisions of the Financing Documents, establishing itself as the sole interlocutor vis-à-vis the Agent and the other Financing Entities for all purposes provided for in the Financing Documents;

(ii) issue instructions, make decisions and consent to actions that are necessary for the development and performance of this Agreement and the other Financing Documents, whether or not provided for therein;

(iii) to sign and formalize any documents related, complementary or related to this Agreement and the other Financing Documents that may be necessary, being expressly empowered to ratify, clarify and agree to modifications thereof;

(iv) make any payments to be made pursuant to this Agreement and the other Financing Documents on behalf of the Obligors; and

(v) in general, to grant any document, public or private, and to carry out any action that is necessary or convenient in relation to the development and fulfillment of this Agreement and the other Financing Documents.

31.3. The foregoing is without prejudice to the compliance by the Obligors with the obligations assumed in this Agreement and other Financing Documents.

31.4. By virtue of the provisions of the preceding section, any notification, communication, action, omission, commitment, transaction, waiver, modification or clarification or any other action carried out by the Borrower in accordance with the mandate conferred by the Obligors, shall bind said Obligors for all legal purposes as if they had expressly subscribed, consented or agreed to it. Likewise, the Obligors declare in favor of the Financing Entities that, in the event of a conflict between any notifications or other actions of the Borrower and those of any other Obligor, those made by the Borrower shall prevail.

31.5. The Agent (on its own initiative or at the request of any Financing Entity) may request all the Obligors, in the event that it sufficiently reasons and justifies it, the ratification of the actions carried out by the Borrower as representative and interlocutor of the Obligors for the purposes of this Agreement and the other

Wallbox.- Loan Agreement 1 102

Financing Documents, as well as the execution, jointly with the Borrower, of any contract or document (whether public or private) arising out of this Agreement or the other Financing Documents (including, without limitation, documents clarifying, ratifying and amending the foregoing).

32. Confidentiality

32.1. Confidential Information

The Funding Entities agree to keep all Confidential Information confidential and not to disclose it, except to the extent permitted by the Clause 32.2 and ensure that all Confidential Information is protected with the security measures and duty of care that would apply to your own confidential information.

32.2. Market Abuse Regulations

The Parties acknowledge that certain Confidential Information may be subject to market abuse prevention regulations, and the Parties agree to comply with the restrictions imposed by market abuse prevention regulations.

To this end, the Obligors undertake to inform the Agent and the Financing Entities of the obligations to which they are subject before providing any Confidential Information.

The Obligors shall warn the Agent and the Financing Entities of the information that has the character of privileged information before providing it to the Agent and the Financing Entities, they may request the Obligors not to be disclosed such information.

32.3. Disclosure of Confidential Information

32.3.1. Subject to the restrictions set forth in the Market Abuse Regulations and those contained in this Agreement, the Agent and the Funding Entities may disclose Confidential Information as they deem appropriate provided that the recipient signs a confidentiality agreement under the terms of this Agreement (unless such recipient is subject to professional obligations to maintain the confidentiality of the information or bound by obligations of confidentiality in relation to Confidential Information in any other way) to the following persons:

(i) to any entity in your group (or fund managed by entities in your group);

(ii) to its external service providers or those of its group entities, for the purpose of enabling the Agent and the Financing Entities to comply with their obligations arising from their relationship with the Obligors (including

Wallbox.- Loan Agreement 1 103

without limitation administrative and/or settlement services in relation to this Agreement), or to any person designated to receive communications on behalf of the Agent and the Financing Entities, notices, information, or documents provided pursuant to this Agreement;

(iii) to its professional advisors in connection with the execution and operation of this Agreement or in connection with, and for the purposes of, any litigation, arbitration, administrative proceeding, or any other investigation, proceeding, or dispute relating to this Agreement;

(iv) to any person to whom Confidential Information is required to be disclosed by order of a court or tribunal of competent jurisdiction or by any governmental, banking, tax or other regulatory authority or similar body, by the rules of any securities market or pursuant to any applicable law or regulation; or

(v) to its internal or external auditors, for the purpose of providing its audit services to the Agent and the Financing Entities or its group companies; or

(vi) to ranking platforms, such as Dealogic, Bloomberg, and Thomson Reuters.

32.3.2. The Agent and the Funding Entities may disclose such Confidential Information as they deem appropriate to any person:

(i) to whom they assign (or may assign) all or any of their rights or obligations under this Agreement and, in any event, to any of the group entities (or funds managed by group entities) or to the representatives and professional advisers of such person or entity; or

(ii) with whom they enter into (or may subscribe), either directly or indirectly, any sub-participation or any other transaction under which payments are to be made in relation to the Financing or the Borrower, as well as to any of the entities of the Group (or funds managed by entities of the Group) or to the representatives and professional advisers of such person or entity;

(iii) invests in, or otherwise finances (or may invest in, or otherwise finance) directly or indirectly, any of the transactions referred to in paragraphs (i) or (ii) above; or

(iv) to whom or for the benefit of the Financing Entities create a charge, pledge, assign or otherwise create a Security Interest (or may be created);

Wallbox.- Loan Agreement 1 104

provided that, in (i), (ii) and (iii) above, the person to whom the Confidential Information is to be disclosed has entered into a confidentiality undertaking or is otherwise bound by confidentiality obligations in relation to the Confidential Information received (unless the recipient of the information is a professional adviser and is subject to professional obligations to maintain confidentiality of the Confidential Information); and in the case (iv) above, the person to whom the Confidential Information is to be delivered has been informed of its confidential nature.

32.3.3. The Agent and the Financing Entities may disclose to any credit rating agency (including its professional advisors) the Confidential Information the disclosure of which may be necessary for such rating agency to carry out its ordinary rating activities in relation to the Financing or the Obligors.

32.3.4. Any of the Obligors may disclose this Agreement and any of the Financing Documents:

(i) to its professional advisors in connection with the execution and operation of this Agreement or in connection with, and for the purposes of, any litigation, arbitration, administrative proceeding, or any other investigation, proceeding, or dispute relating to this Agreement;

(ii) where it is required to be disclosed by order of a court or tribunal of competent jurisdiction 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; or

(iii) to its internal or external auditors, for the purpose of providing its audit services to the Obligated Parties or to the companies of its Group.

33. Data protection

33.1. General

33.1.1. Each of the Parties, whose details for the purposes of notifications are set out in Annex VII, acting independently as a data controller, report:

(i) natural persons acting on their behalf and on their behalf; and

(ii) to the persons named in this Agreement in relation to such Party for the purpose of notice or to such other persons as may be subsequently indicated,

Wallbox.- Loan Agreement 1 105

that your personal data contained in the Contract or provided pursuant to it will be processed by each of the Parties.

33.1.2. The Data Protection Officer of the Funding Entities can be contacted at the postal address and email address indicated in Annex VII.

33.1.3. The purpose of the processing, as well as its legal basis, is the fulfilment of the rights and obligations arising from the Contract. The processing is strictly necessary for this purpose. In addition, if applicable by law, they will process personal data for the prevention of money laundering and terrorist financing in order to comply with the obligations of collecting information and identification, as well as providing information on payment transactions to the authorities of other countries. within and outside the European Union, on the basis of the legislation of some countries and agreements signed between them. No automated decisions will be made that may affect data subjects.

33.1.4. The data will be kept for the entire duration of the Contract and for the time necessary to comply with legal and contractual obligations related to the performance of the Contract.

33.1.5. The data will be processed only by the Parties and by those third parties to whom the Parties are legally or contractually obliged to communicate them. Likewise, the Parties may assign personal data in the event of assignment by the Financing Entities and/or the creation of encumbrances or guarantees on their credit rights derived from this Agreement.

33.1.6. Data subjects may exercise their rights to request access to their personal data, their rectification or erasure, the restriction of processing, the portability of their data, as well as their right to object to processing, by sending a written communication to the Party concerned at the address specified for this purpose in Annex VII. They may also lodge a complaint with the competent Data Protection Authority.

33.2. Communication by the Agent of the Borrower's personal data to CESCE

33.2.1. In order to comply with the current provisions on the protection of personal data, the Borrower is informed that the Agent will communicate the data, which affect its credit operation, to CESCE or other bodies or third parties for the purposes of control, management and monitoring of the operation, as well as so that said data can be used for statistical purposes.

33.2.2. Likewise, the Borrower is informed that CESCE, always for its benefit, may provide those public bodies with which CESCE has signed or may sign

Wallbox.- Loan Agreement 1 106

agreements or agreements relating to its financing lines as much information concerning the formalized operations that may be required.

33.2.3. The Borrower is hereby informed that the data provided is necessary, in accordance with current legislation on data protection, for the execution of this Agreement, and therefore for the execution of this Agreement and the other Financing Documents.

33.3. CESCE Identification and Contact

33.3.1. CESCE will be responsible for the personal data mentioned above in those aspects that are within its competence in accordance with the applicable regulations. Likewise, the data will be processed in accordance with current regulations on data protection. The personal data referred to in the previous paragraph will be kept for the period prescribed by the data protection regulations, for the purposes contemplated in said regulation.

33.3.2. In compliance with it, the personal data referred to in the previous paragraph will be kept for the duration of the contractual relationship, or until the obligations derived from the aforementioned relationship have been fully fulfilled, and for the purposes of complying with the required legal obligations, and for the formulation, Exercise or defence of claims, if applicable.

33.3.3. Likewise, in relation to the personal data communicated to CESCE, the Borrower may exercise the rights of access, rectification, deletion (right to be forgotten), limitation of processing, portability and opposition by writing to Compañía Española de Seguros de Crédito a la Exportación S.A., Compañía de Seguros y Reaseguros (SME), with registered office at Calle Velázquez, 74, 28001, Madrid (Spain) or by sending an e-mail to: dpd@grupocesce.es.

34. Anti-Corruption Policy

34.1. Funding Entities are entities committed to the fight against corruption in all its forms, including extortion and bribery. Therefore, 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.

34.2. That is why, within the framework of trust and mutual collaboration, the Financing Entities expect the Borrower to take the measures that are necessary or convenient to guarantee fair behavior and competition in the market, thus avoiding engaging in conduct contrary to current legislation and the principles underlying its activity.

Wallbox.- Loan Agreement 1 107

34.3. The Financing Entities reserve the right to carry out the checks deemed necessary or convenient to ensure compliance, and may terminate the Contract and the other Financing Documents in advance if they detect activities that contravene the contents of their respective anti-corruption policy, without the other Parties being entitled to receive any consideration.

35. Expense

Notwithstanding the payment obligations entered into in this Agreement for Principal, interest and Commissions or any other concept, the Borrower assumes the obligation to pay any other expenses, taxes, excise duties, charges and other current or future concepts that arise or accrue as a result of the execution and formalization of this Agreement and all its Guarantees and even the obtaining of funds by the Financing Entities and expenses incurred by the movement of funds through the Bank of Spain, including, but not limited to, the following:

(i) the fees, brokerages and supplies of the notary publics involved in the granting and modification of this Agreement and in the granting, modification and cancellation of the Guarantees that are constituted, granting of copies, notifications, requirements or procedures necessary for their compliance;

(ii) the taxes, excise duties, surcharges and fees, whether supra-state, state, regional or local, that are levied now or in the future and while the Contract and the Guarantees remain in force, their constitution, modification, execution and termination, except in relation to the Corporate Income Tax levied on the income of the Financing Entities;

(iii) judicial and extrajudicial expenses and costs, including the fees of notary publics, lawyers and solicitors, even if their intervention was optional, that accrue as a result of the execution of this Agreement and its Guarantees; and

(iv) fees and expenses of Gómez-Acebo & Pombo Abogados, S.L.P. (limited to a previously agreed maximum amount) in the drafting and preparation of this Agreement and the other Financing Documents.

36. Modifications and Waivers

36.1. Any modification to this Agreement must be made public and signed by each Party in order to be valid, unless otherwise provided in this Agreement.

36.2. The failure to exercise or delay in exercising any right or remedy under this Agreement shall not be construed as a waiver of the right or remedy provided for in this Agreement or as a waiver of any other right or remedy, and the individual

Wallbox.- Loan Agreement 1 108

or partial exercise of any right or remedy under this Agreement shall not preclude the further exercise of that right or remedy or any other right or remedy. resource.

36.3. In the event that the Borrower requests the Financing Entities, through the Agent, to adopt decisions that under this Agreement correspond to the Financing Entities, the Agent undertakes to obtain, within a maximum period of four (4) Business Days, the confirmation of the written receipt of such request from all the Financing Entities. Thus, if once the request has been obtained by the Financing Entities, the Agent has not received a response from the Financing Entities after fifteen (15) Business Days from the date on which it has obtained confirmation of receipt of the approval request, it will be understood that the Financing Entity that has not responded denies the consulted decision.

37. Partial nullity

The clauses of this Agreement are independent of each other, so that if any of them is considered null and void in whole or in part, the remaining clauses will remain valid and enforceable in their terms.

38. Tax regime

Given that this Agreement constitutes a regular and typical operation of the activity of the Financing Entity, it is not subject to the Transfer Tax, in accordance with the provisions of Articles 7.5 and 45.1.B.15, of Royal Legislative Decree 1/1993, of September 24, 1993, which approves the Revised Text of the Law on Transfer Tax and Documented Legal Acts, The transaction is exempt from Value Added Tax, in accordance with the provisions of Article 20, number 1, paragraph 18, letter c) of Law 37/1992, of 28 December, which approves the aforementioned tax.

39. Governing Law

This Agreement shall be construed and enforced on its own terms, and shall be governed by the common laws of the United States.

40. Jurisdiction

For the resolution of any disputes that may arise in relation to the compliance, execution and interpretation of this Agreement, in accordance with the provisions of Article 545 of the Civil Procedure Law, it is agreed that the Parties submit to the jurisdiction of the Courts and Tribunals of the city of Madrid.

Wallbox.- Loan Agreement 1 109

This Financing Agreement is formalized in a Policy with the intervention of the Notary listed in the heading for the purposes of the provisions of Articles 1216, 1218 and 1865 of the Civil Code, Article 517 of the Code of Civil Procedure, and other concordant legislation.

The grantors of this Financing Agreement declare their agreement with it and approve its content as it is drafted, spread out on _________ pages including its annexes, grant it and sign, with my intervention, in a single copy under the provisions of the Law of May 28, 1862, on Notaries, as amended by Law 36/2006 of November 29, 2006. on measures to prevent tax fraud, and the Instruction of the Directorate-General of Registries and Notaries of 29 November 2006.

And I, the Notary, having made the appropriate legal warnings, ATTEST to the identity of the grantors, the legitimacy of their signatures, that in my opinion they have the necessary capacity and legitimacy for the granting of this Financing Agreement, that the consent has been freely given and that the granting is in accordance with the legality and the duly informed will of the grantors or intervenors.

As many testimonies, or first authorized copies, of this policy will be issued as there are Financing Entities that sign it. Likewise, the Borrower and real and personal guarantors expressly authorize each of the Financing Entities to request from the intervening or authorizing notary, testimonies with enforceability, or authorized copies with equal enforceability, for the purposes provided for in article 517.2., 4 and 5 of the Civil Procedure Law, 17 of the Law of May 28, 1862 on Notaries, and 233 and 250 of Royal Decree 45/2007 of the Notarial Regulations.

[Signature sheet follows]

Wallbox.- Loan Agreement 1 110


/s/ Authorized Signatory		/s/ Authorized Signatory
WALL BOX CHARGERS, S.L.U.		WALLBOX N.V.
/s/ Authorized Signatory		/s/ Authorized Signatory
WALLBOX USA, INC.		EBN BANCO DE NEGOCIOS, S.A.
/s/ Authorized Signatory		/s/ Authorized Signatory
INSTITUT CATALÀ DE FINANCES		INSTITUTO DE CRÉDITO OFICIAL E.P.E.
/s/ Authorized Signatory
MORA BANC GRUP SA

111

ANNEX I

DETAIL OF THE WALLBOX BARCELONA PROJECT

[Removed]

112

ANNEX II

EXISTING INDEBTEDNESS

[Removed]

113

ANNEX III

BUSINESS PLAN

[Removed]

114

ANNEX IV

MODEL REQUEST FOR DISPOSITION

[Removed]

115

ANNEX V

PARTICIPATION OF FUNDING ENTITIES

[Removed]

116

ANNEX VI

SHAREHOLDER COMPOSITION AND ORGANIZATIONAL CHART

[Removed]

117

ANNEX VII

ADDRESSES FOR THE PURPOSE OF NOTIFICATION

[Annex]

118

ANNEX VIII

COPY OF CESCE'S OFFER

[Removed]

119

ANNEX IX

MODEL OF CHATTEL MORTGAGE AND NON-POSSESSORY PLEDGE

[Removed]

120

ANNEX X

ICF CLAUSE FOR OPERATIONS FINANCED BY EIB FUNDS

[Removed]

121

Exhibit 4.21

FINANCING AGREEMENT

between

WALLBOX USA, INC.

as a Borrower

and

WALLBOX N.V.
WALL BOX CHARGERS, S.L.U.

as Guarantors

and

COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E.
as a manager in its own name and on behalf of the
Fund for Investments Abroad, F.C.P.J.

as a Funding Entity

and

EBN BANCO DE NEGOCIOS, S.A.

as Coordinating Entity and Agent

October 16, 2023

INDEX


Clauses		4
1.	Definitions	4
2.	Funding	21
2.1.	Granting of Funding	21
2.2.	Purpose of Funding	21
3.	Duration and expiry	22
4.	Conditions for the granting of the Financing	22
5.	Disposition of the Amount of Financing	23
5.1.	Disposition on Signature Date	23
5.2.	Terms and Conditions of Disposition	24
5.3.	Release of the Main Account	25
6.	Commissions	26
6.1.	Agency Commission	26
6.2.	Structuring Committee	26
6.3.	Voluntary Early Amortization Fee	26
6.4.	Payment of Commissions	26
7.	Regime for the Adoption of Agreements by the Financing Entity	27
8.	Testing, Calculations, and Executive Action	27
9.	Period of Interest	29
10.	Accrual and settlement of Interest	29
10.1.	Accrual	29
10.2.	Calculation	30
10.3.	Liquidation	30
11.	Ordinary Interest Rate	30
11.1.	Determination of the Ordinary Interest Rate	30
11.2.	Margin	31
11.3.	EURIBOR	33
11.4.	Assumption of Substitution of the Original Reference Rate	33
11.5.	Principal Substitute Interest Rate	36
11.6.	Subsidiary Substitute Interest Rate	37
11.7.	Conditions common to Substitute Interest Rates	38
11.8.	Communication of the Applicable Interest Rate	39
12.	Market Breakout	40
13.	Late Payment Interest	42
13.1.	Accrual	42
13.2.	Liquidation	42
13.3.	Late Payment Interest Rate	43
14.	Amortization	43
14.1.	Ordinary Depreciation	43
14.2.	Voluntary Early Repayment	45
14.3.	Mandatory Partial Early Repayment	46
14.4.	Total Mandatory Early Repayment	50
15.	Payments by Obligors	51
16.	Payment Allocation and Clearing	52
17.	Taxation	53
17.1.	Definitions	53
17.2.	Net Payments	57


17.3.	Tax Compensation	58
17.4.	Tax Credit	59
17.5.	FATCA Withholding	60
17.6.	Tax Payment Letter	61
18.	Representations and warranties of the Obligated Parties	62
18.1.	Formulation, Truthfulness and Accuracy of Representations and Warranties	62
18.2.	Valid Existence and Power of Attorney	62
18.3.	Agreements	63
18.4.	Validity and Enforceability	63
18.5.	No Infringement or Contravention	63
18.6.	Information	63
18.7.	Consents	64
18.8.	Litigation/Proceedings	64
18.9.	Cross-Compliance	64
18.10.	Actual Charges and Encumbrances	65
18.11.	Personal Guarantees	65
18.12.	Additional Warranties	65
18.13.	Equal Rank	66
18.14.	Indebtedness	66
18.15.	Insolvency and Insolvency	66
18.16.	Contract Compliance	67
18.17.	Fulfilment of Obligations	67
18.18.	Shareholder Composition	67
18.19.	Deductions and/or Withholdings	67
18.20.	Licenses & Permits	67
18.21.	Insurance	67
18.22.	Ownership of Assets	68
18.23.	ATE	68
18.24.	Document Copies	68
18.25.	Restricted Party and Penalties	68
18.26.	Unlawful Activities	70
18.27.	Environmental Risk	70
18.28.	Statements in relation to CESCE Coverage	70
18.29.	The Investment Project	70
18.30.	Corporate Governance	71
18.31.	PRTR Impact Investment Project Promotion Program	71
19.	Information Obligations	72
19.1.	Delivery of Financial Information	72
19.2.	Sustainability Requirement Certificate and Independent Report from the Sustainable Consultant on the ESG Report	73
19.3.	Corporate Governance Information	74
19.4.	Information on Environmental, Social and Development Impact Aspects	74
19.5.	Information in relation to the PRTR's Impact Investment Project Promotion Program	74
19.6.	Relevant Facts or Circumstances	75
20.	Obligations to comply with Financial Ratios	76
20.1.	Ratio DF/PN	76
20.2.	Ratio DFN/PN	76


20.3.	Co-financing Ratio	77
20.4.	Common provisions to Financial Ratios	77
21.	General Obligations of Obligors	77
21.1.	Destination of the Funding	77
21.2.	Adoption of Agreements and Exercise of Political Rights	77
21.3.	Cooperation	77
21.4.	Maintenance, Conservation and Insurance	78
21.5.	Maintenance of Normal Activity	78
21.6.	Activity	78
21.7.	Investment Project Memorandum	78
21.8.	Exercise	79
21.9.	Accounting Documents	79
21.10.	Audit	79
21.11.	Compliance with Statutory and Legal Obligations	79
21.12.	Taxation	79
21.13.	Compliance with Financing Documents and Syndicated Financing Agreement	79
21.14.	Licenses & Permits	80
21.15.	Intellectual and Industrial Property	80
21.16.	Litigation/Proceedings	80
21.17.	Bankruptcy and Insolvency	80
21.18.	Additional Indebtedness	80
21.19.	Granting of Warranties or Negative Pledge	81
21.20.	Guarantees	81
21.21.	Rank	81
21.22.	Disposition of Assets, Subsidiaries or Businesses	82
21.23.	Treasury Management	83
21.24.	Funding Accounts	83
21.25.	Off-market Operations	83
21.26.	Corporate Transactions	83
21.27.	Deductions and/or Withholdings	84
21.28.	Restricted Party Transactions	84
21.29.	Obligations in relation to CESCE Coverage	84
21.30.	Obligations relating to Money Laundering	85
21.31.	Obligations in relation to the Investment Project	86
21.32.	Corporate Governance	86
21.33.	Domicile and Place of Effective Management	87
21.34.	Visibility of the PRTR's Impact Investment Project Promotion Program	87
21.35.	Sustainable Development	87
22.	Obligations of the Agent in relation to the Financing Entities of the Syndicated Financing Agreement and CESCE	88
22.1.	Reporting Obligations	88
22.2.	Return of CESCE Fees	88
23.	Early Maturity of Financing	88
23.1.	Causes of Early Expiration	88
23.2.	Failure to Pay	88
23.3.	Failure to Comply with the Purpose	89
23.4.	Failure to Comply with Ratios	89
23.5.	Breach of Duty	89


23.6.	Guarantees on Financed Assets	89
23.7.	Failure to Comply with the Investment Project:	89
23.8.	Change of Registered Office outside Spain	89
23.9.	Non-compliance with the PRTR's Impact Investment Project Promotion Program	90
23.10.	Substantial Adverse Effect	90
23.11.	Falsehood in Manifestations	90
23.12.	CESCE: Cessation of Coverage, Falsifying the Documentation Provided, Failure to Meet Eligibility Requirements	90
23.13.	Change of Control	91
23.14.	Business Management	91
23.15.	Revocation of Licenses	91
23.16.	Closure or Cessation of Business or Expropriation	91
23.17.	Illegality	92
23.18.	Additional Indebtedness	92
23.19.	Insolvency of the Borrower and/or Guarantors	92
23.20.	Contingent Liabilities	92
23.21.	Invalidity/Unenforceability	93
23.22.	Cross-Compliance	93
23.23.	Corporate Modifications	94
23.24.	Restricted Party Transactions	94
23.25.	Audit	94
23.26.	Litigation & Garnishments	94
23.27.	Tax Claims	95
23.28.	Legal Expiration	95
23.29.	Remedying the Causes of Early Expiration	95
23.30.	Early Maturity Statement	96
24.	Main Account	96
25.	Guarantees	97
25.1.	Borrower's Liability and Warranty	97
25.2.	Personal Guarantee of the Guarantors	97
25.3.	Security Interests	100
25.4.	Subordination and No Claim	103
26.	The Agent	103
26.1.	Appointment	103
26.2.	Mandate	103
26.3.	Payments	104
26.4.	Disclaimer	104
26.5.	Refund of Advance Amounts	106
26.6.	Agent's Rights	106
26.7.	Waiver and Substitution	108
27.	Assignments	109
27.1.	Assignment by the Borrower and Guarantors	109
27.2.	Assignment by the Financing Entity	109
28.	Variation in Circumstances and Illegality	110
28.1.	Variation in Circumstances	110
28.2.	Illegality	111
29.	Communications and Notifications between the Parties	112
30.	Representation in favor of the PROMOTER	113
31.	Confidentiality	114


31.1.	Confidential Information	114
31.2.	Market Abuse Regulations	114
31.3.	Disclosure of Confidential Information	115
32.	Data Protection	117
32.1.	General	117
32.2.	Communication by the Agent of the Borrower's Personal Data to CESCE	118
32.3.	CESCE Identification and Contact	119
33.	Anti-Corruption Policy	119
34.	Expense	120
35.	Modifications and Waivers	120
36.	Partial Nullity	121
37.	Tax Regime	121
38.	Governing Law	121
39.	Jurisdiction	122
Annex I Model Request for Disposition		2
Annex II Existing indebtedness		3
Annex III Investment Project Memorandum		4
Annex IV Guide to the Justification of Contributions and Investments		9
Annex V Shareholder composition and organizational chart		15
Annex VI Addresses for the purpose of notification		16
Annex VII Copy of CESCE's Offer		19
Annex VIII Illegal activities subject to special declaration		20
Annex IX Copy of the Promoter's declarations on the PRTR Impact Investment Project Promotion Program		22
ANNEX X Model of Chattel Mortgage and Non-Possessory Pledge		23
ANNEX XI Detail of the Wallbox Barcelona Project		24

Financing Agreement

Barcelona, 16 October 2023.

With the intervention of Mrs. Laura Nogales Martín, Notary of the Illustrious Notarial Association of Catalonia.

Gathered

On the one hand,

(A) WALLBOX USA, INC. (the "Borrower" or the "Project Company") a corporation incorporated under the laws of Delaware (United States), having its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 (USA), with N.I.F. N0258284I, duly represented for that purpose.

On the other hand,

(B) WALLBOX N.V. a company incorporated by agreement incorporated and existing in accordance with the laws of the Netherlands, with its registered office in Amsterdam, the Netherlands, and with its registered office for tax purposes at Carrer del Foc, 68, 08038, Barcelona, and N.I.F. N0098134J, duly represented for that purpose.

(C) WALL BOX CHARGERS, S.L.U. (the "Promoter") a company incorporated in accordance with Spanish law, with registered office at Paseo de la Castellana, 278, 28046, Madrid, with N.I.F. B66542903 and registered in the Mercantile Registry of Madrid, duly represented for this purpose

Hereinafter, the entities referred to in sections (B) and (C) above shall be collectively referred to as the "Guarantors".

Hereinafter, the Borrower and the Guarantors shall be collectively referred to as the "Obligors", and each of them, individually, an "Obligor".

On the other hand,

(D) EBN Banco de Negocios, S.A. (the "Coordinating Entity" or the "Agent") a company incorporated in accordance with Spanish law, with registered office at Paseo de Recoletos, 29 28004, Madrid, with N.I.F. A-28763043 and registered in the Mercantile Registry of Madrid and in the Registry of Entities of the Bank of Spain with number 021, duly represented for this purpose.

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And on the other hand,

(E) COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E. ("COFIDES"), a company incorporated in accordance with Spanish law, with registered office at Paseo de la Castellana, 278, 28046, Madrid, with N.I.F. A-78990603 and registered in the Mercantile Registry of Madrid, duly represented for that purpose, intervening in accordance with Article 116 of Law 66/1997, of 30 December, as manager in its own name and on behalf of the Fund for Investments Abroad, F.C.P.J. ("FIEX") (the "Funding Entity")

Hereinafter, the Obligors, the Coordinating Entity and the Financing Entity shall be collectively referred to as the "Parties".

Exposed

II. That the Borrower is making investments in "Lines and Productivity" at the electric vehicle charger factory in Arlington, Texas (USA) (the "Investment Project"). These investments are included in Phase 2 of a project for the reform, expansion, adaptation and equipping of an electric vehicle charger factory, with an estimated total investment of USD 58,389,780.10.

III. That the Borrower has approached EBN, in its capacity as Coordinating Entity, with the purpose of requesting financing that it intends to use to finance the Investment Project and, in particular, for the purposes detailed in the Clause 2.2.

IV. That the Coordinating Entity has contacted the Financing Entity to invite it to participate in the required financing.

V. That in accordance with the request, the Financing Entity has decided to grant financing in favor of the Borrower (the "Financing") through the COFIDES IMPACT program "Impulse to Impact Investment", subject to compliance with the following essential conditions:

(a) that, prior to or concurrently with the signing of this Agreement, the Preconditions (as that term is defined in Clause 1.1);

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(b) that the Guarantees provided for in Clause are granted in favor of the Financing Entity 25 within the time limits and in the manner provided for in the aforementioned Clause; and

(c) the truthfulness and accuracy of the formal statements contained in the Clause 18 and the assumption by the Borrower of the obligations set forth in the Clause 19, in Clause 20 and in the Clause 21.

VI. Whereas, the COFIDES IMPACT program "Promotion of Impact Investment" seeks to promote those investment projects that generate a positive impact on the achievement of the Sustainable Development Goals (SDGs) of the 2030 Agenda, linking the financing granted to the sustainability of investment projects carried out by companies abroad through key project indicators.

VII. That, on this same date and in unity of act with the granting hereof, the following contracts have been awarded:

(a) Wallbox Chargers, S.L.U., as borrower, the Borrower and Wallbox N.V. as guarantors, EBN Banco de Negocios, S.A., the Institut Català de Finances, the Instituto de Crédito Oficial E.P.E and Mora Banc Grup SA, as financing entities, and the Agent, have signed a financing agreement for the amount of thirty million euros (€30,000,000) to be used to finance the development of certain projects at the Borrower's factory located in the city of Barcelona (Spain) identified in Annex XI (the "Syndicated Financing Agreement") whose terms are similar to those set forth herein; and

(b) the Financing Entity and the financing entities of the Syndicated Financing Agreement have entered into an agreement between creditors for the purpose of regulating the coexistence of this Agreement and the Syndicated Financing Agreement (the "Creditor Agreement").

VIII. That in view of the foregoing, the Parties agree to enter into this financing agreement (the "Financing Agreement" or the "Agreement") in accordance with the following

Clauses

1. Definitions

1.1. Defined Terms

1.1.1. In this Agreement, the following terms shall have the meanings set forth in each case:

"Wallbox Chargers Assets" means all tangible and intangible assets, the acquisition of which is financed under the Syndicated Financing Agreement.

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"Agent" means EBN Banco de Negocios, S.A.; without prejudice to the provisions of Clause 26.7.

"Mandatory Partial Early Repayment" means any repayment of funds charged to the Principal that, where applicable, the Borrower must make on a mandatory basis, and without the need for prior request by the Agent and/or the Financing Entity, when any of the cases described in the Clause occur 14.3.

"Total Mandatory Early Repayment" means the full repayment of the funds charged to the Principal which, where applicable, the Borrower must make on a mandatory basis, and without the need for prior request by the Agent and/or the Financing Entity, when any of the cases provided for in the Clause occur 14.4.

"Voluntary Early Repayment" means any repayment of funds charged to the Principal which, if any, is made by the Borrower voluntarily, and without the need for prior request by the Agent and/or the Financing Entity, in accordance with the provisions of the Clause 14.2.

"Early Repayments" means any early repayment made by the Borrower, whether Partial Mandatory Early Repayment, Full Mandatory Early Repayment or Voluntary Early Repayment.

"Ordinary Depreciation" means any repayment of funds from the Principal to be made by the Borrower in accordance with the provisions of the Clause 14.1.

"Auditor" or "Auditor" means:

(i) in relation to the Group, Ernst & Young, S.L., or any other account auditing firm of recognized international or national prestige and solvency acceptable to the Financing Entity; and

(ii) in relation to each of the Obligors (individually) the firm of auditing accounts of recognized international or national prestige and solvency acceptable to the Financing Entity, appointed for this purpose by the respective General Meetings of the Obligors, provided that they are obliged to audit according to the regulations applicable to them.

"Change of Control" means any circumstance whereby:

(i) Wallbox N.V. ceases to hold (directly or indirectly) a one hundred percent (100.00%) interest in the Borrower or Wallbox Chargers, S.L.U. and/or control of one hundred percent (100.00%) of the voting rights of the Borrower or Wallbox Chargers, S.L.U. and/or the ability to appoint a

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majority of the members of the Borrower's or Wallbox Chargers' board of directors, S.L.U.; or

(ii) the Promoter ceases to hold a direct one hundred percent (100.00%) interest in the Borrower and/or control of one hundred percent (100.00%) of the Borrower's voting rights and/or the ability to appoint a majority of the members of the Project Company's governing body.

"Significant Negative Change in the Investment Project" means any situation or event that, in the reasoned and justified opinion of the Financing Entity, substantially harms:

(i) the ability of the Obligors to meet their obligations in the Investment Project; or

(ii) to the solvency or financial situation of the Obligors in a manner that may affect their ability to comply with the Investment Project.

"Commission Letters" means the Commission Letters entered into by the Agent, the Coordinating Entity, the Funding Entity and the Borrower (as applicable) today in connection with the Fees.

"Cause of Early Expiration" has the meaning set out in Clause 23.1.

"Borrower's Annual Sales Certificate" means the Net Sales certificate for the Year issued by the Borrower on terms satisfactory to the Agent and the Financing Entity.

"CESCE" means Compañía Española de Seguros de Crédito a la Exportación S.A.

"CESCE Coverage" has the meaning given to it in the Clause 21.29.

"Civil Code" means the Royal Decree of 24 July 1889 by which the Civil Code is published, as amended from time to time, as well as any other regulation that may replace it in the future.

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"Commercial Code" means the Royal Decree of 22 August 1885 by which the Commercial Code is published, as amended from time to time, as well as any other regulation that may replace it in the future.

"Agency Commission" has the meaning given to it in the Clause 6.1.

"Voluntary Early Amortization Fee" has the meaning given to it in the Clause 6.3.

"Structuring Committee" has the meaning given to it in the Clause 6.2.

"Fees" means, collectively, the Agency Fee, the Voluntary Early Repayment Fee and the Structuring Fee.

"Preconditions" means the conditions for the entry into force of this Agreement, referred to in Clause 4.

"Sustainable Consultant" means Inèdit Innovació, S.L. or any other consulting firm of recognized international or national prestige and solvency acceptable to the Financing Entity;

"Breakdown Costs" means the amount (if any) equivalent to the amount of:

(i) the Interest that the Financing Entity would have received during the period from the date of receipt of the amortized principal, until the last day of the current Interest Period (if the amortized principal has been paid on the last day),

that exceed

(ii) the amount that the Financing Entity could obtain, by placing an amount equal to the principal amortized in a deposit in one of the main banks of the Eurozone Interbank Market, during the period between the Business Day following receipt of the funds and the last day of the current Interest Period.

"CRD IV" means:

(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential

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supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

"Main Account" means the account referred to in the Clause 24.

"Data Protection Officer" means the persons referred to, for the Funding Entity, in the Clause 32.

"Fundamental Social Rights and Principles" means:

(i) United Nations Universal Declaration of Human Rights of 10 December 1948;

(ii) Conventions 87 and 98 of the International Labour Organization (ILO) concerning respect for freedom of association and effective recognition of the right to collective bargaining of employees. In any case, mechanisms should be in place to allow employees to effectively convey to management their comments, proposals and complaints about their working conditions;

(iii) ILO Conventions 29 and 105 concerning the absence of any form of forced or compulsory labor in their activities;

(iv) ILO Convention 100 on Equal Remuneration and ILO Convention 95 on the Protection of Wages;

(v) ILO Convention 111 on the Elimination of Discrimination in Respect of Employment and Occupation;

(vi) ILO Convention 97 concerning Migrant Workers;

(vii) United Nations Convention on the Elimination of All Forms of Discrimination against Women (CEDAW);

(viii) ILO Conventions 138 and 182 on the Abolition of Child Labour and the United Nations Convention on the Rights of the Child;

(ix) ILO Convention 103 on Maternity Protection;

(x) ILO Convention 1 on Hours of Work in Industry and Convention 14 on Weekly Rest in Industry; and

(xi) ILO Convention 155 on Occupational Safety and Health and the Working Environment.

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"Net Financial Debt" means the Financial Debt minus the amounts included in the Treasury Group items of the consolidated balance sheet, as reported under the heading "Cash and cash equivalents" and less the Liquid Temporary Financial Investments included under the heading "Current financial assets" of the Audited Consolidated Annual Financial Statements.

"Financial Debt" means, with respect to the Audited Consolidated Annual Financial Statements, the sum of all Indebtedness, both long-term and short-term, involving the payment of implicit or explicit interest (reported as "loans and borrowings" in the Audited Consolidated Annual Financial Statements), including leases (leases, Audited Consolidated Annual Financial Statements) and excluding Subordinated Debt, its accrued and unpaid interest, and the impact on the heading "Lease liabilities" of IFRS 16 accounting.

"Subordinated Debt" means any Indebtedness whose degree and level of subordination is approved by the Financing Entity or has the following characteristics:

(ii) that no amount of any amount may be declared prematurely due or claimed under any such loan or credit until all amounts due under the Financing Documents have been paid in full;

(iii) that matures at least six (6) Months later than the Financing Maturity Date;

(iv) that includes an express agreement of subordination to the Financing Documents;

(v) that the clauses relating to subordination may not be modified or renewed without the prior written consent of the Funding Entity;

(vi) is not guaranteed by any type of personal or real guarantee of the Group or whose degree and level of subordination is approved by the Financing Entity;

(vii) that all of the above is expressly stated in the document in which the loan or credit is formalized as a clause in favor of the Financing Entity and is accepted by it; and

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(viii) that contemplates a stipulation in favor of the Financing Entity as beneficiaries of the subordination agreed therein (which will be accepted by the Agent on behalf of the Financing Entity), and establishes that such Financial Debt may not be modified or novated without the consent of the Agent (acting on behalf of the Financing Entity).

"Outstanding Debt" means all amounts due in any respect by the Borrower on a given date under this Agreement.

"Calendar Day" means all the days of the Gregorian calendar. In the periods indicated by days, these will be understood to be calendar in any case.

"Disposition" means the delivery of funds by the Financing Entity to the Borrower from the Financing in accordance with the terms of this Agreement.

"Distributions" means any payment made on behalf of:

(i) the distribution of dividends (in cash, in kind, and/or dividends distributed from reserves);

(ii) capital reductions involving returns of capital injections or refunds of share premiums;

(iii) payments made under the Subordinated Debt; and

For clarification purposes, Intra-Group Distributions and Permitted Payments will not be considered Distributions.

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"Intra-Group Distributions" means payments equivalent to Distributions made for any reason by any of the Guarantors in favour of Group entities.

"Funding Documents" means:

(i) this Agreement;

(ii) Commission Charters;

(iii) the Contract between Creditors;

(iv) the Warranties; and

(v) any other document to which the Parties wish to grant the status of Financing Document.

"Substantial Adverse Effect": means any situation or event that, in the reasoned and justified opinion of the Funding Entity, substantially harms:

(i) the ability of the Obligors to meet their obligations under the Financing Documents; or

(ii) the Funding Entity's rights under the Financing Documents; or

(iii) to the solvency or financial position of the Obligors in a manner that may affect their ability to meet any of their obligations under the Financing.

"Fiscal Year" means the twelve (12) Month period from January 1 to December 31 of each calendar year.

"Allowable Indebtedness" means:

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(i) any Indebtedness assumed under the Financing Documents and the Syndicated Financing Agreement; and

(ii) any Indebtedness that does not or may not involve, to the best of its knowledge and belief, a breach of the Financial Ratios.

"Coordinating Entity" means EBN Banco de Negocios, S.A.

"Financing Entity" means Compañía Española de Financiación del Desarrollo, 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), as well as its successors or authorized assigns.

"Consolidated Interim Financial Statements" means the Group's consolidated balance sheet and profit and loss account as of March, June, September and December of each financial year.

"Individual Interim Financial Statements" means the Borrower's balance sheet and profit and loss account, as of March, June, September and December of each Fiscal Year.

"EURIBOR" has the meaning given to it in the Clause 11.3.

"Early Repayment Date" means each of the dates on which an Early Redemption becomes effective in accordance with the Clauses 14.2, 14.3 and 14.4.

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"Date of Signature" means the date of execution of this Agreement.

"Interest Settlement Date" means the last Business Day of each Interest Period; date on which, as set out in Clause 10.3, the Interest accrued on the Principal of the Financing is payable.

"Final Due Date" means the date on which five (5) years have passed since the Signing Date; that is, on October 16, 2028.

"Financing" means the financing provided by this Agreement.

"Personal Guarantee" means the guarantee given by the Guarantors under Clause 25.2 as security for the Secured Obligations.

"Guarantees" means, collectively, the Personal Guarantee and the Security Interests.

"Security Interests" means each of the security rights that will be granted in security of the Secured Obligations in accordance with the provisions of the Clause 25.3.

"Guarantees on Financed Assets" has the meaning given to it in the Clause 25.3.2(i).

"Permitted Warranties" means:

(i) the Warranties;

(ii) the guarantees granted in favor of the financing entities of the Syndicated Financing Agreement;

(iii) guarantees given in connection with the subscription of any Permitted Indebtedness or those guarantees given in the ordinary course of business;

(iv) the guarantees authorized by the Financing Entity and the unanimity of the financing entities of the Syndicated Financing Agreement.

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"Amount of Funding" means five million euros (€5,000,000).

"Confidential Information" means all information relating to the Borrower, any Obligor or the Financing Documents, of which the Agent or the Financing Entity becomes aware in its capacity as, or for the purpose of obtaining the status of, Agent or Financing Entity, or that is received by the Agent or the Financing Entity in connection with, or with the aim of obtaining the status of Agent or Financing Entity under, the Financing Documents through:

(i) any member of the Obligors' group or any of their advisors; or

(ii) of the Agent or the Funding Entity, if the information was obtained by that Agent or that Financing Entity, directly or indirectly, from another member of the group or from any of its advisors,

(iii) is or becomes public information for any reason other than the breach, direct or indirect, by such Financing Entity of the terms established in the Clause 31; or

(iv) at the time of submission, is identified in writing as non-confidential by a class member or any of its advisors; or

(v) is known to the Funding Entity prior to the date on which the information is disclosed to it in accordance with the provisions of paragraphs (i) or (ii) above or has been lawfully obtained by the Financing Entity after that date, from a source that, to the best of the Financing Entity's knowledge, is not related to the Group and, in both cases, to the best of the Financing Entity's

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knowledge, has not been obtained in breach of, and is not otherwise subject to, an obligation of confidentiality; and

(vi) the interest rate that reflects the effective cost at which the Financing Entity has been able to borrow funds in the case provided for in the Clause 12.2.

"Interests" or "Ordinary Interest" means the interest accrued and calculated, at the Interest Rate, in accordance with the Clause 10.

"Interests of Delay" has the meaning ascribed to it in the Clause 13.

"Investment Project" has the meaning attributed to it in Exhibit II, described in Annex III to this Agreement

"Civil Procedure Law" means Law 1/2000, of 7 January, on Civil Procedure, as it may be renewed or amended from time to time, as well as any other regulation that may replace it in the future.

"Representations and Warranties" means the representations and warranties made by the Obligors under the Clause 18.

"Margin" means the margin used for the calculation of the Ordinary Interest Rate, in accordance with Clause 11.2.

"Sustainability Margin" has the meaning given to it in the Clause 11.2.

"Fixed Margin" means 3.25%.

"Variable Margin" means +/- 10 bps based on the evolution of the Borrower's net sales in each annual period (the "Net Sales"), according to the following table:

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To this end:

(i) Net Sales shall mean the Borrower's audited sales figure, after deduction of returns, sales bonuses and cash discounts. Indirect output taxes levied on such sales shall not be included in the figure for Net Sales.

(ii) In the event that the Borrower's sales were not expressed in EUR, the average exchange rate for the year to be considered must be taken into account for the determination of Net Sales for the purposes of the Variable Margin, taking into account the data published by the European Central Bank.

(iii) Net Sales will be credited by the delivery of the Borrower's Annual Sales Certificate for the reference year.

"Obligors" means, jointly, the Borrower and the Guarantors.

"CESCE Offer" means an offer submitted by CESCE, a copy of which is attached as Annex VII hereto.

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beneficiary of any share option plan, MSW plans or share purchase plan for employees or service providers (assimilated to employees) or warrants of the Group.

"Period of Interest" means each of the periods into which the term of the Financing is divided, for the purposes of accrual and settlement of interest, in accordance with the Clause 9.

"Investment Project Memorandum" means the memorandum attached to this Agreement as Exhibit III.

"CESCE Policy" has the meaning given to it in the Clause 21.29.1.

"CESCE Premium" has the meaning given to it in the Clause 21.29.3.

"Principal" means, from time to time, the amount paid to the Borrower under the Financing, minus, if applicable, the amounts previously repaid under Ordinary Amortization or Early Amortization.

"PRTR" has the meaning given to it in the Clause 2.2.1.

"Financial Debt/Equity Ratio" or "DF/PN Ratio" means, with respect to the Audited Consolidated Annual Financial Statements, the result of dividing Financial Debt by Equity.

"Net Financial Debt/Equity Ratio" or "DFN/PN Ratio" means, with respect to the Audited Consolidated Annual Financial Statements, the result of dividing Net Financial Debt by Equity.

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"Co-financing Ratio" means the quotient between the amount disbursed by the Financing Entity and the amount of the contributions made by the Promoter (computable in accordance with the Guide for the Justification of Contributions and Investments included as Annex IV), according to the total amounts and concepts reflected in the table of origin and application of funds in the Investment Project Memorandum. In the event that (i) this table does not specify the form of the Promoter's eligible contribution, and (ii) it was or will be made as capital, it must be maintained as such throughout the life of the Financing.

"Financial Ratios" or "Ratios" means the Co-financing Ratio, the DF/NP Ratio and the DFN/NP Ratio.

"Sustainability Requirement" means the 17% annual increase in tonnes of CO2 equivalent avoided by chargers connected to MyWallbox, taken based on the ESG Report benchmark for the immediately preceding financial year. In the 2023 financial year, the first reference year will be the figure of tonnes avoided (340,000 tonnes CO2 equivalent avoided) of the 2022 ESG Report.

"Request for Drawdown" means the request for Drawdown made by the Borrower against the Financing Amount, following the model attached as Annex I.

"Serious Event" means:

(i) Any legal breach that has affected or could significantly affect the normal development of the Investment Project or that entails the total or partial, temporary or permanent stoppage of the activities of the Investment Project.

(ii) Significant impact generated by the Investment Project on bodies of water, soil, air and/or living beings, including those derived from spills, spills and accidental leaks.

(iii) Events that have resulted in the death or permanent disability of persons (employees, customers, suppliers or other persons linked to the activity of the Obligors).

(iv) Events that have caused or could cause serious damage to the health or integrity of the workers of the Investment Project in all aspects related to work, as well as cases related to sexual and/or gender-based harassment, including subcontracted personnel while carrying out work at the facilities of the Investment Project or under the supervision of the Obligors;

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(v) Events related to the development of the Investment Project that have caused or could cause serious inconvenience to local communities, in particular those that have resulted in complaints by the affected communities.

(vi) Fires and explosions that affect the normal activity of the Investment Project.

(vii) Strikes, mobilizations and/or collective complaints by workers that have an impact on the normal activity of the Investment Project.

"Sum Insured" means the Principal of the Amount of the Financing covered under the CESCE Coverage.

"Market Breakdown Event" means any circumstance that makes it impossible for the Financing Entity to contract the liability operations required to finance the funds lent under this Agreement under the corresponding term and amount conditions and, in particular, without limitation, those cases in which:

(i) the cost of such liability transactions is for the Financing Entity higher than the EURIBOR or the EURIBOR used to calculate the Principal Replacement Interest Rate, if applicable at that time;

(ii) would have happened an Assumption of Substitution of the Original Reference Rate and the agreement of the Funding Entity on the matters provided for in the Clause 11.4.1 within thirty (30) Calendar Days from the date on which the Original Reference Rate Substitution Event occurred; or

(iii) would have been applicable to the Clause 11.6 and none of the Reference Entities had communicated to the Agent the interest rate referred to in that Clause.

"Interest Rate" or "Ordinary Interest Rate" means the interest rate applicable to the Financing as provided in the Clause 11.

"Late Payment Interest Rate" means the interest rate applicable in the event of default of the Financing, provided for in the Clause 13.3.

"Principal Substitute Interest Rate" means the interest rate applicable to the Financing as provided in the Clause 11.5.

"Subsidiary Substitute Interest Rate" means the interest rate applicable to the Financing as provided in the Clause 11.6.

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"Substitute Interest Rates" means, together, the Principal Substitute Interest Rate and the Subsidiary Substitute Interest Rate.

1.2. Interpretation

1.1.2. Terms defined in the singular shall have the same meaning when used in the plural, and vice versa.

2. Funding

2.1. Granting of Funding

2.1.1. The Financing Entity grants and the Borrower accepts financing of a commercial nature in the Amount of the Financing under this Agreement.

2.1.2. For the appropriate purposes and, in particular, for tax purposes, it is hereby stated that the Financing is granted from the FIEX and COFIDES acts as its manager. FIEX is a fund endowed exclusively from the general budget of the Spanish State and with a tax identification number [***], from which the Borrower will receive the Financing directly, COFIDES being only the entity in charge of managing its operations. Consequently, from a tax point of view, the Financing Entity or lender shall be understood as the FIEX, which is responsible for applying and assuming the withholdings and tax obligations that may arise from the Financing.

2.1.3. The Borrower agrees to repay the Principal of the Financing and to pay any Interest, Fees, expenses and any other amounts due in connection with the Financing under the terms of this Agreement.

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2.2. Purpose of Funding

2.2.1. This Financing is granted under the COFIDES IMPACT program "Promotion of Impact Investment" in respect of which COFIDES acts as the executing agent of the management system of the Program for the Promotion of Impact Investment Projects that is part of the Recovery, Transformation and Resilience Plan of Spain ("PRTR"). This program is funded by the European Union  Next Generation EU.

2.2.2. The Borrower undertakes to allocate the Amount of the Financing to the partial financing of the Investment Project.

2.2.3. Neither the Agent nor the Financing Entity assumes the additional obligation to verify that the Borrower uses the Financing Amount for the corresponding purposes indicated in this Clause.

2.2.4. Notwithstanding the foregoing, the alteration of the destination of the Financing Amount that, if applicable, may be made by the Borrower without the consent of the Financing Entity, will entail a Cause for Early Maturity of the Financing, in accordance with the provisions of the Clause 23.3. To this end, the Borrower shall be bound by the if required by the Funding Entity through the Agent to provide documentary proof to the Financing Entity that it has applied the funds of the Financing to the destination provided for in this Clause, for which it will have a period of ten (10) Calendar Days.

2.2.5. The Project Company must provide documentary proof to the Financing Entity within a period of one (1) year from the Disbursement Date of the realization of the investments for the amount proportional to the amount included in the Disposition Request, in accordance with the total amounts and concepts reflected in the table of origin and application of funds (Memorandum of the Investment Project included as Annex III). For these purposes, eligible investments are understood to be those that can be considered in accordance with the provisions of the Guide for the Justification of Contributions and Investments included as Annex IV

3. Duration and expiry

3.1. This Agreement shall remain in effect until the Final Maturity Date (or, if earlier, until the date on which all amounts due under this Agreement are paid in full), provided that the Borrower has paid to the Financing Entity all sums due for any reason whatsoever (including, without limitation, Principal, Ordinary Interest, Late Payment Interest, Commissions, Expenses, Costs, etc.) under this Agreement.

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4. Conditions for the granting of the Financing

4.1. The Parties declare that the entry into force of this Agreement has been conditional on the satisfaction of the Financing Entity, prior to or simultaneously with the Signing Date, of the following circumstances:

(i) that the Obligors have delivered to the Agent, for distribution to the Financing Entity and to its satisfaction, the following documents:

(b) any documents reasonably requested to comply with applicable money laundering regulations or other applicable regulations for the fulfillment of Know Your Customer's obligations;

(a) the following financial information of the Group:

‒ the Audited Annual Financial Statements for the year ended December 31, 2022; and

‒ any other information of a financial nature about the Obligors that the Agent (acting on behalf of the Financing Entity) has reasonably requested from the Obligors;

(ii) that the Borrower has opened the Master Account with the Agent;

(iii) the issuance of a legal opinion issued by Gómez-Acebo & Pombo, S.L.P. as legal advisor to the Financing Entity (whose fees will be borne by the Borrower) regarding the validity and enforceability of the Financing Documents; and

(iv) that all the Financing Documents (especially the Guarantees that must have been granted at any time in accordance with the provisions of this Agreement) and the Syndicated Financing Agreement have been signed,

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that these documents are fully in force and that there has been no breach of them.

4.2. By signing this Agreement, the Parties declare and warrant (to the full satisfaction of the Financing Entity) that, prior to or simultaneously with the conclusion of this Agreement, the Prior Conditions referred to in Clause have been fulfilled 4.1 previous.

5. Disposition of the Amount of Financing

5.1. Disposition on Signature Date

5.1.1. The Borrower makes a Drawdown for the Amount of the Financing, having fulfilled the Preconditions and the Conditions of Drawdown to the satisfaction of the Financing Entity.

5.2. Terms and Conditions of Disposition

The Disposition of the Financing Amount has been subject to the fulfilment of the following conditions (the "Disposition Conditions"):

(i) the Borrower submits a Disposition Request in advance on terms satisfactory to the Agent;

(ii) that the Provision shall be requested for an amount equal to the Financing Amount;

(iii) that, on the Signing Date, a request for disposition under the Syndicated Financing Agreement had been submitted for an amount directly proportional to the amount included in the Disposition Request;

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(iv) that, on the Signing Date, the Borrower has paid in the Commissions accrued on that date under the terms provided for in this Agreement and in the Letters of Commissions;

(vii) that none of the obligations for the Obligors provided for in this Agreement and in the Financing Documents have been breached and, in general, there is no Cause of Early Maturity or Substantial Adverse Effect; in particular, the Borrower must certify that the Financial Ratios are not breached due to the requested Provision by signing the Request for Disposition form following the model and Guide for the Justification of Contributions and Investments included in Annex I and Annex IV; and

(viii) that the Promoter has made contributions to the Project Company in the amount proportional to the amount included in the Request for Disposal, in accordance with the total amounts and concepts reflected in the table of origin and application of funds in the Investment Project Memorandum in Annex III. For these purposes, eligible contributions are understood to be those that can be considered in accordance with the provisions of the Guide for the Justification of Contributions and Investments included as Annex IV;

(ix) that any of the Obligors had carried out one or more capital increases for an aggregate amount of thirty-five million euros (€35,000,000). For these purposes, all capital increases in the Obligated Parties that take place after May 1, 2023 are taken into account.

5.3. Release of the Main Account

5.3.1. The following shall be necessary conditions for the Borrower to be able to freely dispose of the amounts in the Master Account (the "Conditions for the Release of the Master Account"):

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(i) the issuance of a legal opinion on the capacity of the Borrower issued by a U.S. law firm and of Wallbox N.V. issued by its general counsel on terms satisfactory to the Financing Entity;

(ii) that the CESCE Policy is signed on terms satisfactory to the Agent, the payment of the CESCE Premium is made and the CESCE Policy enters into force;

(iii) that the Representations and Warranties granted in this Agreement and in each of the Financing Documents by the Obligors are in full force and effect, truthful and accurate;

(iv) that none of the Obligated Parties is in a situation of insolvency or insolvency and that the negotiation of a restructuring plan has not begun in accordance with the provisions of articles 585 et seq. of the Insolvency Law or equivalent in the corresponding jurisdiction; and

(v) that none of the obligations for the Obligors provided for in this Agreement and in the Financing Documents have been breached and, in general, there is no Cause of Early Maturity or Material Adverse Effect.

5.3.2. The Agent undertakes to inform the Borrower and COFIDES in a timely manner of the entry into force of the CESCE Policy, as well as of any action to be taken by the Borrower in relation to the CESCE Policy.

6. Commissions

6.1. Agency Commission

6.1.1. The Borrower will pay the Agent an annual agency fee, which will amount to one thousand five hundred euros (€1,500.00), applicable and reviewable annually according to the increase in the Consumer Price Index.

6.1.3. The Agency Fee will be paid in advance and will not be refundable.

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6.2. Structuring Committee

The Borrower shall pay to the Agent, for its transfer to the Financing Entity, a structuring fee, under the terms agreed in a separate letter.

6.3. Voluntary Early Amortization Fee

The Borrower shall pay to the Agent, for transfer to the Financing Entity, an early repayment fee in the amount equivalent to fifty basis points (0.50%) of the Principal repaid, in the event that the Borrower makes a Voluntary Early Repayment (total or partial).

6.4. Payment of Commissions

6.4.1. In accordance with the provisions of Clause 15 and in the Clause 17.2, the amount of the Commissions regulated in this Clause shall be paid, charged to the Main Account, free of any charge, levy or contribution, being on behalf of the Obligated Parties any taxes, charges, levies or similar that may be applicable.

6.4.2. In accordance with the 23.2, failure to comply with the payment obligations of the Commissions is a Cause for Early Maturity of the Financing.

7. Regime for the Adoption of Agreements by the Financing Entity

Decisions under this Agreement that correspond to the Financing Entity, including waivers of the exercise of rights, shall be taken taking into account the majorities provided for in the Creditor Agreement and in accordance with the procedure provided for in the Creditor Agreement.

8. Testing, Calculations, and Executive Action

8.1. For the purposes of this Agreement, the Agent shall open and keep in its books a special account to which it shall debit the amount of the Principal, as well as the Interest, Commissions, expenses, Late Payment Interest and any other amounts accrued in accordance with the Agreement and are held by the Borrower, from which the outstanding balances at any time of the Financing Amount may be certified. In the same way, all the amounts received by the Borrower's Agent and/or, where applicable, from the Guarantors will be paid into it to be distributed to the Financing Entity, so that the overall balance of this account reflects the amount of the Outstanding Debt at all times.

8.2. In addition to the account referred to in the preceding paragraph, the Financing Entity shall open and keep in its books a special account in which it shall debit the

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amounts paid by the Financing Entity to the Borrower (if applicable, through the Agent) and the Interest, Commissions, Late Payment Expenses and Interest and any other amounts owed by the Borrower to the Financing Entity for any of the items indicated in this Agreement and in which will be paid all amounts received by the Borrower's Financing Entity and/or, where applicable, from the Guarantors through the Agent.

8.3. In the event of assignment in accordance with the provisions of the Clause 27.2, the assignor shall cancel all or part of the aforementioned accounts, and the corresponding accounts shall be opened by the assignee.

8.4. It is expressly agreed that, for the purposes of enforceability through the corresponding judicial or extrajudicial channels in the event of expiration, even early, of this Agreement, in accordance with its own terms, the balance resulting from the closing of the accounts referred to in the preceding sections by the Agent or the Financing Entity will be considered as a liquid and payable amount unless proven error.

8.5. To credit the net amount of the balance due, it will be sufficient:

(ii) that such balance coincides with that shown in the accounts referred to above, opened to the Borrower by the Agent and/or the Financing Entity; and

(iii) that the liquidation has been carried out in the manner agreed by the Parties in this Clause, in accordance with the provisions of Article 572 of the Code of Civil Procedure.

8.6. For clarification purposes, the issuance by the Agent of the certificate referred to above shall not prevent the subsequent issuance by the Financing Entity of any certificate relating to your individual account, for the purposes of the execution of the Personal Guarantee.

8.7. Consequently, it will be sufficient for the exercise of enforcement action against the Obligors, subject to the provisions of this Agreement, even in the event of

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termination of this Agreement or loss of the benefit of the term by the Obligors, the presentation of:

(i) a notarized testimony or authorized copy (enforceable) of the policy under which this Agreement is enforced;

(ii) the reliable or intervened document that incorporates the balance certificates issued by the Agent, at the indication of the Financing Entity, or by the Financing Entity, and that meets the other legally required requirements, unless there is an error in the calculation; and

(iii) the document proving that the Obligors have previously been required to pay the amount due as a result of the settlement.

8.8. For the purposes of this Clause, the Borrower expressly authorizes the Agent and the Financing Entity to request enforceable copies of this policy. Likewise, the Financing Entity undertakes to deliver to the Agent the executive copies of this policy that are in its possession, at the request of the Agent.

9. Period of Interest

9.1. For the purposes of determining the Ordinary Interest Rate and calculating and settling the Interest, the life of the Financing will be divided into Interest Periods, which will last three (3) Months.

9.2. The first Interest Period shall commence on the date of the first Disposition and shall end three (3) Months after the Disposition. Subsequently, each Interest Period will begin on the termination date of the immediately preceding Interest Period. For the calculation of the different Interest Periods, the first Calendar Day of the same included in said Interest Period and the last excluded Day will be understood.

9.3. In addition to the foregoing, if an Interest Period ends on a date other than a Business Day, the expiration of such Interest Period will be moved to the immediately following Business Day, unless such Business Day corresponds to the following Month, in which case, the expiration of the Interest Period will be moved to the immediately preceding Business Day. The settlement of Interest for that Interest Period and that of the following Period will take into account any adjustment that may occur. The next Interest Period will end on the same date as it would have been if the above circumstances had not occurred.

9.4. On each Ordinary Amortization date, the current Interest Period will end and the next one will begin. Consequently:

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(i) no Interest Period may last longer than the next Ordinary Amortization date;

(ii) no Interest Period may last longer than the Final Maturity Date, so the last Interest Period may be an irregular period.

10. Accrual and settlement of Interest

10.1. Accrual

The Principal of the Financing Amount will accrue on a daily basis, in favor of the Financing Entity, Interest at the Ordinary Interest Rate in accordance with this Agreement.

10.2. Calculation

10.2.1. The calculation of the total amount of Interest accrued in each Interest Period, in relation to each Financing Amount, will be carried out in accordance with the following formula:

Interest = (P * I * D) / 360

Where:

"P" is the Principal of the Financing Amount.

"I" is the Ordinary Interest Rate.

"D" is the number of Calendar Days elapsed from the Interest Period.

10.3. Liquidation

10.3.1. Interest shall be settled and payable, without notice, at the expiration of each Interest Period) and shall be paid by 10:30 a.m. (Central European Time) on each applicable Interest Settlement Date.

10.3.2. For the calculation of the Interest to be settled on each Interest Settlement Date, the year of three hundred and sixty (360) days will be used as a basis, such interest being calculated on the exact number of Calendar Days elapsed in each case.

10.3.3. Exceptionally, in the event of an Early Redemption in accordance with the provisions of the Clauses 14.2, 14.3 and 14.4, the accrued Interest corresponding to the Principal that has been prepaid must be paid on the corresponding Early Redemption Date.

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11. Ordinary Interest Rate

11.1. Determination of the Ordinary Interest Rate

The Ordinary Interest Rate applicable to the Principal of the Financing during each Interest Period shall be calculated by the Agent, by adding the Margin to the EURIBOR (or, if the provisions of Clause apply). 11.4, the Substitute Reference Rate), and shall be set prior to the start of each Interest Period, taking as the reference date the third (3rd) Business Day prior to the date on which each Interest Period begins.

11.2. Margin

11.2.1. For the purposes of this Agreement, the Margin applicable to the Principal of the Financing Amount, during each Interest Period, will be the Fixed Margin plus the Variable Margin, less a bonus of ten basis points (0.10%) if there is an annual increase of seventeen percent (17%) of the tons of CO2 equivalent avoided by the chargers connected to MyWallbox, based on the reference value of the immediately preceding year (the "Sustainability Margin").

11.2.2. The Variable Margin and the Sustainability Margin to be considered for each Interest Period will be determined, respectively, by the Borrower's Net Sales and whether or not the Sustainability Requirement is met at the end of the Year in which the settlement took place. The Sustainability Margin will begin to be applied in 2024.

11.2.3. Given that the Audited Financial Statements will not be available at the Interest Settlement Date, nor will it be possible to verify compliance or not with the Sustainability Requirement until the end of the financial year, and, therefore, the certificates of the Clause will not have been provided 19 corresponding to the Year in which the Variable Margin and the Sustainability Margin are being settled, the Agent will provisionally settle the interest on such Settlement Dates by applying a Sustainability Margin of zero (0) and a Variable Margin that it deems appropriate, at its option, in accordance with the data of the previous Year or without taking into account the Variable Margin.

11.2.4. The Agent, upon receipt of the Audited Financial Statements, the Borrower's Annual Sales Certificate and the Sustainable Consultant's independent report on compliance with the Sustainability Requirement on time, shall proceed to calculate the accrued interest in a final manner.

(i) In the case of the Variable Margin, the Financing Entity or the Borrower shall pay the difference resulting against it to the other Party, as the case

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may be, of such settlement, within thirty (30) Calendar Days from the notification of the final settlement of the Agent.

(ii) In the case of the Sustainability Margin, if the Interest Rate subsidy for compliance with the Sustainability Requirement is applicable, the Financing Entity will pay the Borrower the difference with respect to the provisional settlement unless there is a Cause of Early Maturity

11.2.5. In the event that the Borrower fails to deliver within the period indicated in the Clause 19, the Audited Financial Statements, the Borrower's Annual Sales Certificate and the Sustainable Consultant's independent report on compliance with the Sustainability Requirement, the Agent may carry out the final settlement by applying the maximum rate provided as Variable Margin in that period and/or the Sustainability Margin will be zero, depending on the supporting documentation not provided in time.

11.2.6. In the event of termination of the Financing for any reason (final maturity, early repayment or cancellation due to default):

(i) the Variable Margin to be used to definitively settle settlements that have taken place only provisionally will be the last Variable Margin applied definitively.

(ii) the Sustainability Margin bonus will only be applicable if the Promoter proves compliance with the Sustainability Requirement prior to the termination of the Financing

(a) at the end of the previous financial year in respect of interest payments that occurred in that year, or

(b) to a date no earlier than twenty (20) Calendar Days prior to the termination of the Financing with respect to interest settlements for the current year (exceptionally, in the case of termination of the Financing due to non-compliance, the deadline for accreditation of compliance with the Sustainability Requirement is extended until the seventh (7th) Calendar Day after the declaration of early maturity).

If the Sustainability Requirement depends on a variable based on the time elapsed during the year in question, for the case (b) above, compliance with said requirement will be calculated proportionally to the time elapsed from the beginning of the current financial year to the date taken, within the twenty (20) Calendar Days prior to the termination of the Financing, to prove it.

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11.2.7. Interest will accrue even during the grace period for repayment of the principal. The accrual of interest will be calculated on the balances drawn down and the amounts outstanding to be repaid at any given time

11.3. EURIBOR

11.3.1. For the purposes of this Agreement, EURIBOR (European Interbank Offered Rate) means the reference rate of the Euro Area Money Market resulting from the application of the convention in force at any given time, under the sponsorship of the European Money Market Institute (EMMI) and currently published on the REFINITIV EURIBOR 01 screen (or such financial information screen or service as replaces it from time to time). at eleven (11.00) hours (Central European Time) of the third (3rd) Business Day immediately prior to the date on which the corresponding Interest Period begins for financing with delivery of deposits, three (3) Business Days after the day of the rate fixing according to the TARGET (Trans-European Automated Real-time Gross Settlement Express Transfer) schedule for deposits in euros for a term equivalent to the applicable Interest Period, that is, three (3) Months.

11.3.2. In addition to the above:

(i) in the event that the EURIBOR is negative, the EURIBOR shall be deemed to be zero;

11.3.3. In the event that there is no reference of EURIBOR to the period indicated in the Clause 11.2 The Agent shall notify the Borrower of this circumstance and shall calculate the interest rate applicable to that period by means of the linear interpolation of the two rates corresponding to the immediately preceding and immediately following period for which there is a quote. In the event that there is no immediately preceding period, the interest rate corresponding to the immediately following period will be applied. The reference rate thus obtained by the Agent shall be the one taken into consideration for the purpose of determining the reference rate referred to in the preceding paragraph.

11.4. Assumption of Substitution of the Original Reference Rate

11.4.1. In the event of a Substitution of the Original Reference Rate (as defined below), any decision, action, authorization, waiver or modification of this Agreement

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relating to, but not limited to, the following, shall be approved by agreement of the Financing Entity and the Borrower:

(i) the replacement of the Original Reference Type with a Substitute Reference Type; and

(ii) the adoption of any of the following decisions:

(a) the adaptation of any Clause contained in this Agreement to the use of the Substitute Reference Rate;

(d) the regulation of the corresponding clauses of substitute interest rates (and market breakdown) that are applicable to the Substitute Reference Rate; or

(e) the adjustment of the price to reduce or eliminate, to the extent possible, any transfer of economic value from one Party to another as a result of the application of the Substitute Reference Rate (and, in the event that any adjustment or method of calculation has been formally designated or recommended by the Designating Body, the adjustment shall be made in accordance with that designation or recommendation).

11.4.2. For the purposes of this Clause:

"Original Reference Rate Substitution" means the occurrence of one or more of the following events:

(i) a public statement or publication of information by the administrator of the Original Reference Type announcing that it has stopped, or will cease, to

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publish it permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator who will continue to publish it (in which case, the date of replacement of the Original Reference Type with the Substitute Reference Type shall be the Business Day on which the Original Reference Type ceases to be published permanently or indefinitely in accordance with the administrator's declaration or publication);

(iii) a statement by a regulator or other official industry entity prohibiting the use of the Original Reference Type or indicating that its use is subject to adverse restrictions or consequences for the parties, or in the absence or withdrawal of the authorization of the administrator of the Original Reference Type, the absence or withdrawal of the Original Reference Type or its administrator from any official registry;

(iv) the statement by the Original Reference Rate management entity that the Original Reference Rate should be determined in the context of a reduced submission by banks or in accordance with the banks' policies or contingency plans or other arrangements and, in the opinion of the Funding Entity, this is not a temporary situation; or

(v) the decision of the Lender and the Borrower that the Original Reference Rate is no longer the appropriate benchmark for calculating the Financing interest rate.

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In no case shall the change in the methodology, formula or calculation system of the Original Reference Rate be understood as a Case of Substitution of the Original Reference Rate.

"Original Reference Rate" means the EURIBOR benchmark.

"Substitute Reference Type" means the following benchmarks, in the following order:

(i) is formally designated, elected, or recommended as a substitute for the Original Reference Type by:

(a) the management entity of the Original Reference Type (provided that the market or economic reality measured by the proposed Reference Rate is the same as that of the Original Reference Rate); or

(b) any Nominating Body;

in the event that the two entities referred to in paragraphs (a) and (b) above both designate, choose or recommend a Substitute Reference Type, the opinion of the Designating Body shall prevail;

(ii) in the opinion of the Financing Entity and the Borrower, is the generally accepted benchmark in the international or domestic syndicated financing market as a substitute for the Original Reference Rate; or

(iii) in the opinion of the Funding Entity and the Borrower, the index that is considered the appropriate benchmark to replace the Original Reference Rate.

11.5. Principal Substitute Interest Rate

11.5.1. In cases where the EURIBOR cannot be determined in accordance with the provisions of the Clause 11.2, the Principal Substitute Interest Rate will be applied as the result of the sum of the EURIBOR for Interest Periods of the next shorter duration for which it is possible to determine the interest rate, plus the Margin.

11.5.2. In addition to the above:

(i) in the event that the EURIBOR is negative, the EURIBOR shall be deemed to be zero (0); and

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11.6. Subsidiary Substitute Interest Rate

11.6.1. In the event that it is not possible to determine the Principal Substitute Interest Rate in accordance with the provisions of the Clause 11.5, the Subsidiary Substitute Interest Rate will be applied, which will be equal to the arithmetic average of the interest rates provided by the Reference Institutions on the day of the start of the corresponding Interest Period for deposits of one (1) calendar day duration, plus the Margin. The rate so determined shall be applied on the same calendar day as its determination.

11.6.2. In addition to the above:

(i) in the event that the reference rate calculated in accordance with the provisions of the preceding paragraph is negative, it shall be deemed to be zero (0); and

11.6.3. For the purposes of this Agreement, "Reference Entities" means the following:

‒ Banco Santander, S.A.

‒ Banco Bilbao Vizcaya Argentaria, S.A.; and

‒ Caixabank, S.A.

11.6.4. The replacement of any such Reference Entity shall be provided by a new appointment by the Financing Entity, notifying the Borrower of such designation.

11.6.5. The following rules shall apply in relation to Reference Entities:

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(ii) in the event of the spin-off of any of the Reference Entities, all the entities resulting from the spin-off that continue to be credit institutions will be considered Reference Entities; and

(iii) if any of the Reference Entities acquires a stake in this Financing or is absorbed by the Financing Entity, such entity shall cease to be a Reference Entity for the purposes of this Agreement.

11.6.6. Any of the Reference Entities may be replaced by another entity by agreement of the Borrower and the Financing Entity (through the Agent).

11.7. Conditions Common to Substitute Interest Rates

11.7.1. In the event of the application of any of the Substitute Interest Rates, as many settlements will be made as Substitute Interest Rates have been used, each for the number of days of application of the respective rate. In any case, the corresponding accrued interest will only be liquid and payable on the last day of each Interest Period.

11.7.2. The application of the Substitute Interest Rates will cease at the time when the exceptional circumstances that would have given rise to their application disappear and the application of the Ordinary Interest Rate will be resumed as soon as market circumstances allow it, after immediate notification from the Agent (at the request of the Financing Entity) to the Borrower.

11.7.3. To return to the application of the Ordinary Interest Rate:

(i) In the event that the Principal Substitute Interest Rate had been applied

(ii) In the event that the Subsidiary Substitute Interest Rate has been applied

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Such Interest Period shall commence three (3) Business Days after notification by the Agent, and the then-current Replacement Interest Rate shall apply in the meantime.

11.8. Communication of the Applicable Interest Rate

11.8.1. Both the Ordinary Interest Rate and the Substitute Interest Rate shall be communicated by the Agent to the Borrower no later than thirteen (13.00) hours (Central European Time) on the Business Day of the start date of the relevant Interest Period. With respect to the Subsidiary Replacement Interest Rate, this will be communicated by the Agent (on behalf of the Financing Entity) to the Borrower on the same day of its determination.

11.8.2. In the event of a proven error in the calculation of the Ordinary Interest Rate or the applicable Substitute Interest Rate, which has been verified at any time during the current Interest Period, it will be corrected by the Financing Entity immediately, and such correction will take effect from the initial date of application of the erroneous rate.

11.8.3. For the purposes of this Agreement, the impression made by the Agent (on behalf of the Funding Entities) of the corresponding screen at the established time or, as the case may be, the communication made to the Funding Entity by the Reference Entities, without any additional requirement, shall serve as reliable proof of the EURIBOR applicable at any given time.

11.8.4. In the event that the EURIBOR or the Substitute Reference Rate is less than zero (0), the applicable reference rate (to which the Margin must be added) shall be zero (0).

12. Market Breakout

12.1. The Borrower acknowledges and accepts that the proper functioning of the interbank money market and the absence of any Market Breakdown Assumption is an essential premise for the granting and maintenance of the Financing.

12.2. In the event of a Market Breakdown, the Financing Entity shall immediately notify the Agent within two (2) Business Days and the Agent shall also notify the

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Borrower on the Business Day following becoming aware of the circumstance, also indicating:

(i) Period of Interest

The Interest Period corresponding to the Principal of the Financing will have a duration of one (1) Month, unless it is necessary to determine a different duration in view of the terms at which the Financing Entity may contract in the market, if applicable, the liability operations necessary to continue financing (the duration of the following Interest Period being automatically adjusted if the Market Breakdown Event has ceased so that the Financing Entity may be able to enter into a new period of time). finish on the date you would have been entitled to).

(ii) Applicable Interest Rate

It will be the result of adding the following concepts:

(a) the interest rate reflecting the effective cost at which the Funding Entity was able to borrow funds on the start date of the relevant Interest Period;

(b) the Margin; and

12.3. The Interest Period following that determined in accordance with the provisions of the Clause 12.2(i) The foregoing shall be automatically adjusted in terms of its duration, if market circumstances allow it due to the cessation of the Market Breakdown Event, so that it ends on the date that would have corresponded to it if the provisions of this Clause had not taken place.

12.4. In the event that the circumstances that determined the existence of a Market Breakdown are prolonged, the Financing Entity and the Borrower will negotiate in good faith, for a period not exceeding thirty (30) Business Days with a view to agreeing on an alternative basis for determining the Ordinary Interest Rate. If the Financing Entity and the Borrower agree on the alternative basis within the agreed period, it will become effective from that point on.

12.5. In the event that the aforementioned negotiation does not result in an alternative solution within thirty (30) Calendar Days from the date on which the negotiation was initiated, and provided that the Borrower has not been able, within such

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period, to present to the Financing Entity another entity that is willing to acquire its interest in the Financing at par, in accordance with the provisions of the following paragraph, the Early Amortization of the Financing will be carried out, and the Borrower will be obliged, within a maximum period of thirty (30) Calendar Days from the date of termination of the aforementioned term, to reimburse the Agent (for distribution to the Financing Entity) the amount of the Outstanding Debt under the Financing, calculated up to the date on which the payment actually takes place.

12.6. Notwithstanding the foregoing, during the entire period of time in which the Borrower and the Agent negotiate in good faith the possible alternatives to be adopted to make possible the continuation of the Financing, the Borrower may present to the Agent another entity that is willing to acquire the interest of the Financing Entity, and the Financing Entity must assign its interest at the same time provided that the following conditions are met:

(i) that the assignee adheres to the Creditor Agreement;

(ii) that the assignment does not entail any cost to it;

(iii) that you have successfully completed your know-your-customer processes in connection with the assignment; and

(iv) that the payment is made in cash and at the time of assignment to said entity.

In the event that the Financing Entity, having complied with the above requirements, decides not to transfer its shareholding, it must remain in the Financing assuming the additional cost or reduction in income. In no case will the Financing Entity have any obligation to look for a potential acquirer of its stake.

12.7. Under no circumstances shall the Financing Entity assume any liability in the event of a Market Breakdown and, in particular, for those unavoidable events or exceptional circumstances or force majeure that make it impossible to contract the aforementioned liability transactions, all in accordance with Article 1105 of the Civil Code.

12.8. The foregoing does not prevent the Agent and the Financing Entity, at the request of the Borrower, from undertaking to make their best efforts and provided that this does not entail economic damage to avoid or mitigate the effects of the occurrence of the Market Breakdown Event.

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13. Late Payment Interest

13.1. Accrual

Without prejudice to the right of termination set out in the Clause 23.30, if any of the payments to be made by the Borrower (or, as the case may be, the Guarantors) for any reason are not made by the date established in this Agreement, the amounts pending payment shall be considered capitalized at simple interest and shall be produced from the day following their maturity, in favor of the Financing Entity and without the need for prior claim, Late Payment Interest, which will be accrued daily.

13.2. Liquidation

13.2.1. The Late Payment Interest will be settled by the Agent on the date on which the Borrower and/or, if applicable, the Guarantors make the payment of the amounts that give rise to its accrual, based on one year of three hundred and sixty (360) days.

13.2.2. Settlements of Late Payment Interest shall be notified by the Agent to the Borrower and shall be binding and obligatory on the Borrower and, where applicable, the Guarantors, unless otherwise proved or error. The provisions of this Clause shall not be construed as waiving any other rights that the Financing Entity may have under this Agreement as a result of non-payment.

13.2.3. In accordance with the provisions of Article 317 of the Commercial Code, the Late Payment Interest due and not paid will be capitalized monthly and, as an increase in the capital due, will in turn accrue new revenues at the Late Payment Interest Rate that corresponds to be applied in accordance with the provisions of this Clause.

13.3. Late Payment Interest Rate

13.3.1. The Late Payment Interest Rate shall be determined by adding two hundred basis points (2.00%) to the Interest Rate applicable at any given time during the period in which the Borrower is in default.

13.3.2. The rate indicated in this Clause for Late Payment Interest will also be the interest for procedural arrears for the purposes of the provisions of Article 576.1 of the Code of Civil Procedure (or any other analogous legal provision that may replace it in the future) and will be applicable in the event of default when, If the Financing is due early for any of the reasons set forth in this Agreement, the

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Obligors fail to comply with their payment obligations within the terms provided for in this Agreement.

14. Amortization

14.1. Ordinary Depreciation

14.1.1. Ordinary Amortization of the Financing Amount

(i) The Borrower shall repay the Principal of the Financing Amount to the Agent for distribution to the Financing Entity in consecutive quarterly installments beginning on the 15th month (inclusive) from the Signing Date, in accordance with the following schedule:


Ordinary Amortization Date	% of Principal
January 16, 2024	0,00%
April 16, 2024	0,00%
July 16, 2024	0,00%
October 16, 2024	0,00%
January 16, 2025	6,25%
April 16, 2025	6,25%
July 16, 2025	6,25%
October 16, 2025	6,25%
January 16, 2026	6,25%
April 16, 2026	6,25%
July 16, 2026	6,25%
October 16, 2026	6,25%
January 16, 2027	6,25%
April 16, 2027	6,25%
July 16, 2027	6,25%
October 16, 2027	6,25%
January 16, 2028	6,25%
April 16, 2028	6,25%

Wallbox.- Loan Agreement 2 41


Ordinary Amortization Date	% of Principal
July 16, 2028	6,25%
Final Expiration Date	6,25%
Total	100,00%

(iii) Amounts repaid in accordance with the foregoing may not be drawn down again by the Borrower.

14.1.2. Distribution of Amortised Amounts

(i) Subject to the provisions of the Clause 15 and in the Clause 17.2, of the amounts amortized, the Agent shall deliver to the Financing Entity by credit to the account that the Financing Entity has communicated to the Agent for this purpose, on the same date on which the Ordinary Amortization is carried out.

(ii) If the Agent receives a refund that is less than due, it will distribute to the Financing Entity the amount actually received, without prejudice to the actions that correspond to the Financing Entity for the recovery of the difference.

14.2. Voluntary Early Repayment

14.2.1. The Borrower may voluntarily repay, in whole or in part, the Principal of the Financing, at any time, provided that the Voluntary Early Repayment is made in compliance with all of the following requirements:

(i) that it is made for minimum amounts of two hundred and fifty thousand euros (€250,000.00) and whole multiples of one hundred and twenty-five thousand euros (€125,000.00), unless the Borrower wishes to repay the entire Principal of the Financing in advance;

(ii) that it has a minimum and irrevocable notice to the Agent of ten (10) Business Days regarding the Early Amortization Date;

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(iii) that the Early Repayment Date coincides with an Interest Settlement Date, and the Borrower must otherwise pay the applicable Breakdown Costs and any other costs or fees incurred in connection with the Early Repayment (expressly including the costs and expenses arising from the cancellation or modification of the applicable Coverages), as well as any Interest accrued up to the Early Repayment Date on the Principal Object of the Early Repayment, in accordance with the provisions of the Clause 10.3.3;

(iv) that a repayment is made under the Syndicated Financing Agreement for a proportionate amount;

(v) that there is no Cause for Early Termination of this Agreement; and

(vi) that the Borrower pays the Financing Entity the Voluntary Early Repayment Commission.

14.2.2. Once the Agent has received any request for Voluntary Early Redemption, the Agent shall communicate it by email, no later than the Business Day following receipt of the notice, to the Financing Entity.

14.2.3. The request for Voluntary Early Repayment will be irrevocable and the non-realization, if applicable, of the corresponding repayment both on the scheduled date and in its amount, will be a Cause of Early Maturity and will imply the obligation of the Borrower to pay the Financing Entity the corresponding Breakdown Costs.

14.2.4. Subject to the provisions of the Clause 15 and in the Clause 17.2, the amount repaid in advance in accordance with this Clause shall be used to repay the Principal of the Financing.

14.2.5. The amounts amortized in accordance with the provisions of this Clause shall be applied to the reduction of the amortization installments in reverse order of their maturity, reducing the number of amortization installments where appropriate and bringing forward the Final Maturity Date.

14.2.6. Amounts repaid early in accordance with this Clause may not be reused by the Borrower.

14.3. Mandatory Partial Early Repayment

14.3.1. Cases of Mandatory Partial Early Repayment

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The Borrower must repay the Principal of the Financing in advance in the following cases and for the following amounts:

(i) Early repayment of the Syndicated Financing Agreement

For an amount proportional to any voluntary or partial early repayment of the Syndicated Financing Agreement.

(ii) Sale of productive assets or businesses

For the Net Amounts received for the sale of Wallbox Chargers Assets by the Promoter, except if these transfers are made in favor of the other Obligors.

Early repayment will not be mandatory for those amounts received as a result of the disposal of Wallbox Chargers Assets if:

(a) the Borrower informs the Agent of the intention to reinvest the amount obtained in new assets required for the development of its activity;

(c) the amount of the Secured Interests in the Wallbox Barcelona Assets continues to represent at least seventy percent (70%) of the aggregate outstanding amount of the financing granted under the Syndicated Financing Agreement and the Amount of the Financing.

(iii) Insurance Indemnities

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(a) the Borrower informs the Agent of the intention of the relevant Obligor to replace, replace or repair the damaged assets or property; and

(iv) Extortion of the CESCE Premium

For the entire amount received as a refund of the CESCE Premium in accordance with the provisions of Clause 22.2 and any other case that may be contemplated in the future in accordance with the CESCE Policy.

To the extent that the CESCE Premium will be financed, the receipt by the Financing Entity (individually or through the Agent) of the CESCE Premium is foreseen as a case of mandatory early repayment of the Financing, and the amount returned from the CESCE Premium must be applied to the repayment of the same in the same proportion in which it has been financed.

14.3.2. Application of the Mandatory Early Amortization Assumption to the Guarantors and/or Companies of the Group

(i) In the event that the person who incurs in the cause of Mandatory Early Repayment is any of the Guarantors and/or companies of the Group other than the Borrower, for any action carried out by them, the Guarantor in question irrevocably undertakes to send (and to make the corresponding companies of the Group in which it participates deliver) the Net Amount obtained to the Borrower, to be deposited in the Main Account and destined, if applicable, to the Early Amortization.

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(ii) The Guarantors may send the prepaid amount to the Borrower by:

(a) capital reduction with return of contributions or distribution of dividends;

(b) subordinated loan, under the terms set out below;

(c) direct payment to the Agent on behalf of the Borrower, in which case the Guarantor's claim against the subordinate Borrower shall be in the terms set forth below;

(d) payment of amounts that the Guarantor owes to the Borrower; or

(e) any other means permitted by law.

14.3.3. Provisions Common to Cases of Mandatory Partial Early Repayment

(i) The Obligated undertakes to notify the Agent of the occurrence of any of the cases listed in the Clause 14.3.1, in any case, within a maximum period of three (3) Business Days from the time they became aware of it. Immediately thereafter, the Agent must communicate this fact to the Financing Entity.

(ii) The Net Amounts received from the disposal of Wallbox Chargers Assets by the Promoter and under the Insurance Policies will be used for the pro rata amortization of this Agreement and the Syndicated Financing Agreement.

(iii) The Obligors undertake to keep the amounts referred to in the Clause unavailable 14.3.1 and to transfer them to the Main Account and, if applicable, the account indicated in the Syndicated Financing Agreement on the date of its collection or receipt.

(iv) The funds deposited in the Main Account will be used for the Mandatory Early Repayment on the Interest Settlement Date immediately following the date on which the periods mentioned in the Clause have elapsed 14.3.1(ii)14.3.1(i) and 14.3.1(iii) (as applicable) without the Borrower or the

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relevant Guarantor having used the funds for the purposes set forth in such sections.

(vi) Subject to the provisions of the Clause 15 and in the Clause 17.2, the amount repaid in advance in accordance with this Clause shall be used to repay the Principal of the Financing.

(viii) Amounts repaid in advance pursuant to this Clause may not be redrawn by the Borrower.

14.4. Total Mandatory Early Repayment

14.4.1. The Borrower must fully repay the Principal of the Financing, immediately upon the occurrence of any of the following:

(i) a Change of Control not authorized by the Funding Entity; or

(ii) the failure to issue the legal opinions established as a Condition for the Release of the Main Account on terms satisfactory to the Financing Entity within fifteen (15) Calendar Days from the Date of Signature; or

(iii) the CESCE Policy is not signed on terms satisfactory to the Agent or does not enter into force within two (2) Months from the Date of Signing; or

(iv) if for any reason there is a mandatory full early repayment of the financing provided under the Syndicated Financing Agreement; or

(v) if Wallbox N.V. or the Promoter makes a Distribution or an Intra-Group Distribution before the full redemption of the Financing, except in the case of a distribution of dividends made against the profits obtained in the previous Year or a distribution of interim dividends during the last quarter

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of the Fiscal Year and the profits of the current Year are justified in terms satisfactory to the Agent; or

(vi) if, for any reason, any circumstance occurs that results in the CESCE Coverage ceasing to cover the Financing Entity (as insured) due to acts or omissions directly or indirectly related to the Borrower; or

(vii) in the event that the Borrower no longer meets the eligibility criteria to be eligible for the coverage provided by the CESCE Coverage under the applicable regulations; or

(viii) a case of illegality provided for in the Clause 28.2 and it is not possible to transfer the Entity's interest to another entity, subsidiary or branch not affected by the situation of illegality; or

(ix) a Market Breakdown and an alternative solution is not reached, in accordance with the terms set forth in Clause 12.

14.4.2. The Total Mandatory Early Redemption must take place within three (3) Business Days following the occurrence of any of the events indicated in this Clause.

14.4.3. In the event that, in accordance with the foregoing, the Total Mandatory Early Repayment is to be made on a date other than the Interest Settlement Date, the Borrower shall pay the corresponding Breakdown Costs (except in the cases provided for in paragraphs (viii) and (ix) of Clause 15.4.1.) and pay the amount of Interest that would have accrued up to the Early Repayment Date on the Principal object of the Amortization Mandatory Advance, in accordance with the provisions of Clause 10.3.3.

14.4.4. Amounts prepaid by the Borrower pursuant to this Clause may not be reused by the Borrower.

15. Payments by Obligors

15.1. The Obligors will make all payments to which they are obligated by virtue of the provisions of this Agreement for Principal, Interest, Commissions, expenses or any other concept on the dates established for payment under this Agreement and always before ten thirty (10.30) hours (Central European Time) of such days, by transfer made to the Main Account. To this end, the Borrower irrevocably authorizes the Agent to make the necessary debits to the Master Account in compliance with such obligations. The debit by the Agent to the Main Account of such amounts will have full discharge effects for the Obligors, as if they had been received by the Financing Entity.

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15.2. The Obligors must make all payments as indicated above by operation of law and without the need for any special requirement by the Agent or the Financing Entity.

15.3. Where payments are due on a day other than a Business Day, they will be made on the first following Business Day, unless that day corresponds to the following Month, in which case payment will be made on the first Business Day immediately preceding it.

15.4. All payments shall be made by the Borrower and, where applicable, the Guarantors, in accordance with the provisions of the Clause 17.2.

15.5. Payment to the Principal Agent in accordance with the mechanism provided for in Clause 15.1 The foregoing, even without expressly reserving the right to the Agreed Interest and any other amounts due, shall not extinguish the Borrower's commitment with respect to the Interest and any other amounts due.

16. Payment Allocation and Clearing

16.1. Any payment made by the Obligors to the Agent, in accordance with this Agreement, for distribution to the Financing Entity, will be applied to the following items, in the order established below and starting with the oldest within each section:

1st Late payment interest accrued and due.

2nd Break-up costs (if applicable).

3rd Ordinary interest accrued and due.

4th Commissions due.

5th Expenses and taxes.

6th Compensation and increased costs.

7th Procedural costs.

8th Main.

16.2. The same imputation provided for in the previous section will be made in the event that the payment, notwithstanding the provisions of this Agreement and due to an extraordinary supervening circumstance, is made by the Obligated Parties to the Financing Entity.

16.3. The Obligors irrevocably empower and authorize the Agent and the Financing Entity so that they may, once one of the Causes of Early Maturity that results in the existence of an amount due and unpaid, occur, apply to the payment of the amounts owed to the Financing Entity by virtue of this Agreement that are liquid, due and payable to the balances in their favor existing in any current, savings, credit, term deposits or any other deposit, present or future, that the Obligors maintain with the Financing Entity, excluding the realization of securities that the

Wallbox.- Loan Agreement 2 49

Obligors have deposited with the Financing Entity, for the purpose of applying the product obtained for the same purpose, overcoming any legal impediment, including self-contracting. The Agent and the Financing Entity shall notify the corresponding Obligor of the completion of the compensation within three (3) Business Days from the date on which it occurred.

16.4. In the event that the right to set off is exercised through the realization of securities, the Financing Entity expressly undertakes to make its best efforts to maximize the result of the realization of the same. The set-off agreed in this Clause shall proceed even if the claims or rights of ownership of the Obligated have not yet matured or, which, for the sole purposes of the compensation, shall be considered payable, and, likewise, even if the accounts and deposits of the Obligated have a plurality of holders, either under a joint and several disposition regime, already under a joint disposition regime with another Obligor.

16.5. The clearing power agreed in this Clause specifically includes, with respect to funds deposited in foreign currency, the Financing Entity's power to convert them into euros at the official exchange rate of the European Central Bank in force at the time the conversion is made.

16.6. It is expressly stated that the offsetting of the amounts deposited in the Main Account will not require the declaration of early maturity, being only necessary that there are liquid, overdue and payable amounts pending payment under this Agreement.

16.7. The Financing Entity may, if requested by CESCE, modify the order established in the previous sections.

16.8. Payments made by CESCE to the Agent under the CESCE Policy shall not release the Borrower from any of its payment obligations to the Financing Entity. For clarification purposes, the foregoing shall not imply the duplication of the Borrower's payment obligations vis-à-vis the Financing Entity and CESCE.

17. Taxation

17.1. Definitions

17.1.1. In this Agreement:

"Change of Law": means any change in any rule, law, regulation or Treaty (or in the interpretation or application of any rule, law, regulation or Treaty) or any practice, resolution, judgment, consultation or public pronouncement of the tax administration or of administrative or judicial tribunals (including the Court of

Wallbox.- Loan Agreement 2 50

Justice of the European Union), which occurs after the date on which a Funding Entity becomes a Funding Entity. become a Funding Entity in accordance with this Agreement.

"Tax Credit" means any credit, relief, deduction or refund of any Tax.

(i) a Spanish Financing Entity; or

(ii) a Non-Spanish Funding Entity.

"Spanish Financing Entity" means:

(i) an entity that carries out an economic activity of granting financing to legal persons through the corresponding business organization of material and human resources; or

(ii) any fund managed by COFIDES, the Solvency Support Fund for Strategic Companies managed by the Sociedad Estatal de Participaciones Industriales, as well as any other sovereign wealth fund of the Kingdom of Spain;

(iii) an entity that is deemed to be a tax resident in Spain and that is entitled to receive the benefits of a Double Taxation Treaty in force between Spain and the State of residence of the Borrower in respect of Interest payable to such Financing Entity in connection with an advance, loan or credit under this Agreement; or

(iv) a Financing Entity that is a Spanish credit institution or a Spanish branch of a non-Spanish credit institution that is duly registered with the Bank of Spain and meets the requirements described in:

(a) paragraph (c) of Article 61 of Royal Decree 634/2015 of 10 July; or

(b) the second subparagraph of point 1 of Article 8 of Royal Decree 1776/2004 of 30 July.

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"Non-Spanish Financing Entity" means:

(ii) a Treaty Funding Entity.

"Treaty Funding Entity" means a Funding Entity that:

(ii) does not carry out operations in Spain through a permanent establishment with which the participation in the Financing is effectively related; and

(iii) do not carry out transactions through tax havens in accordance with Spanish law (as established in Royal Decree 1080/1991, of 5 July or in the list that updates or replaces it).

"State party to a Double Taxation Treaty" means a jurisdiction that has signed a Treaty and provides for absolute exemption from withholding taxes in Spain, in the State of origin of the payment or in the State of residence of the Borrower, for any payments derived under the Financing.

"FATCA" means:

(i) sections 1471 through 1474 of the U.S. Tax Code, or in any related regulation or other official instruction;

(ii) any treaty, regulation, or other official instruction adopted in any other jurisdiction, or relating to an intergovernmental agreement between the

Wallbox.- Loan Agreement 2 52

United States of America and any other country, which (in any event) facilitates the implementation of the provisions of paragraph (i) above; and

"Taxes" means any tax, levy, fee, duty or other charge or withholding tax of a similar nature (including any penalty or late payment interest accrued in connection with any failure to pay or any delay in payment thereof).

"Paying Taxes" means both the additional payment made by the Borrower to the Qualified Financing Entity pursuant to the Clause 17.2 or any payment paid under the Clause 17.3.

"FATCA Exempt Party" means a Party that is entitled to receive payments free of any FATCA Withholding.

"Non-FATCA Exempt Party" means a Party that is subject to a FATCA Withholding.

"FATCA Withholding" means any deduction or withholding on a payment under this Agreement required pursuant to FATCA regulations.

"Treaty" means a double taxation agreement with Spain.

17.1.2. Except as otherwise provided, the terms "determines" or "determined" contained in this Section mean a determination made by a person in sole discretion.

17.2. Net Payments

17.2.1. All payments to be made by the Borrower or, as the case may be, any of the Guarantors, to any Qualified Financing Entity in accordance with this Agreement, shall be made free and net of any Withholding Tax, unless the relevant Obligor is legally obliged to make such Withholding Tax on account of Taxes in accordance with the applicable legislation, in which case the amount to be paid by the

Wallbox.- Loan Agreement 2 53

Borrower in respect of which such Withholding Tax is required shall be increased by the amount necessary to ensure that, after such Withholding Tax, the Financing Entity concerned or the Agent, as the case may be, receives, a net sum equal to that which it would have received if the Withholding Tax had not been made.

17.2.2. The Borrower and, where applicable, the Guarantors shall not be obliged to make any additional payment as provided in the preceding paragraph as a result of a Withholding Tax imposed by the relevant tax authorities if, on the date on which the payment becomes due, the payment could have been made to the Financing Entity without any Withholding Tax if the Financing Entity had been a Qualified Financing Entity, but on that date the Funding Entity is not or has ceased to be a Qualified Financing Entity for any reason other than a Change of Law.

17.2.3. For the purposes of the provisions of this Clause and, in relation to the exemption from Withholding Tax in the jurisdiction of the Borrower's tax residence, any Non-Spanish Financing Entity shall provide the Borrower, through the Agent, as soon as reasonably practicable after the acquisition of its status as a Financing Entity and, in any event, before any payment under the Financing Documents becomes due or satisfied (whichever occurs first), a valid and valid tax residence certificate (or, where applicable, the document required for this purpose by the relevant Treaty), duly issued by the competent tax authorities proving the tax residence of such Non-Spanish Financing Entity and, in the case of a Treaty Financing Entity, that it proves its tax residence in the corresponding jurisdiction for the purposes of the relevant Treaty.

The same obligation will be required of any Financing Entity not resident in Spain with the right to a reduced rate of Withholding Tax by virtue of the applicable treaty. In this sense, a tax residence certificate will be considered valid and in force if it is issued during the year prior to the date on which the corresponding payment is due or paid (whichever occurs first) and, in the event that the tax residence certificate refers to a tax period, it will only be considered valid and in force in relation to that period.

17.2.4. This certificate must be updated annually, in accordance with the applicable Spanish legislation, and the updated certificate must be delivered to the Borrower through the Agent.

17.2.5. Failure to comply with the obligations assumed by virtue of this section by a Non-Spanish Financing Entity to which said paragraph applies, will exempt the Obligors from compliance with said Non-Spanish Financing Entity of the corresponding obligations assumed by the latter by virtue of the Clause 17.2.1 until the date on which the aforementioned non-compliance of the Non-Spanish Financing Entity in question ceases.

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17.2.6. In no event shall this Clause include an obligation by Obligors to pay additional amounts to a Funding Entity in respect of a FATCA Withholding.

17.3. Tax Compensation

17.3.1. Notwithstanding the provisions of the Clause 17.2, yes:

(i) any Qualified Funding Entity is required to make any advance payment of Taxes in connection with any sums received or to be received under this Agreement; or if

17.3.2. The provisions of the previous section shall not apply:

(i) in relation to any Tax applicable to a Funding Entity:

(a) in accordance with the rules of the jurisdiction applicable to such Funding Entity or, if different, in the jurisdiction(s) in which such entity is resident for tax purposes; or

(b) in accordance with the rules of the jurisdiction in which the permanent establishment from which it operates for the purposes of the Financing is located,

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(ii) To the extent that the loss, damage or cost:

(a) is compensated by an additional payment in accordance with the provisions of Clause 17.2.1; or

(b) should have been compensated in accordance with the 17.2.1 but it could not be compensated as a result of the application of the exceptions contained in the Clause 17.2.2; or

17.3.3. The Funding Entity that claims or intends to make a claim under the Clause 17.3.1 shall immediately inform the Agent of the reason on which the complaint is based. The Agent shall immediately transmit such communication to the Borrower.

17.4. Tax Credit

17.4.1. In the event that, as a result of a Tax Payment made by the Borrower or the Guarantors:

(i) a Tax Credit accrues in favor of a Financing Entity as a result of such Tax Payment or a Tax Withholding that has taken place as a result of such Tax Payment; and

(ii) the aforementioned Financing Entity or any entity of its group, has obtained and used said Tax Credit,

17.5. FATCA Withholding

17.5.1. The Parties may make any FATCA Withholding to which they are obligated pursuant to FATCA and any payment required in connection with such FATCA Withholding. Neither Party may be required to increase any payment on which it has made a FATCA Withholding or otherwise compensate the recipient of the payment for the making of a FATCA Withholding.

17.5.2. Either Party shall, as soon as it becomes aware that it is required to place a FATCA Withholding (or any change in the interest rate or basis of such FATCA Withholding), notify the Party to which it is required to make the payment and, in addition, notify the Borrower and the Agent.

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17.5.3. Likewise, prior to making the payment and the FATCA Withholding, you must request confirmation from the Party to which you must make the payment of your status as a FATCA Exempt Party or a Non-FATCA Exempt Party, under the terms provided in the following sections.

17.5.4. Subject to the provisions of the following paragraph, each Party shall, within ten (10) Business Days of reasonable request by the other Party:

(i) confirm to the other Party whether it is considered a FATCA Exempt Party or, conversely, is a Party that is subject to a FATCA Withholding;

17.5.5. If a Party confirms to the other Party that it is a FATCA Exempt Party and subsequently becomes aware that it is not, or is no longer considered a FATCA Exempt Party, that Party shall notify the other Party of this fact as soon as possible.

17.5.6. The provisions of the preceding paragraph shall not oblige any Party to do anything that could, in its reasonable opinion, constitute a violation of:

(i) any law or regulation;

(ii) any fiduciary duty; or

Wallbox.- Loan Agreement 2 57

until such time (in each case) as the Party concerned provides the required confirmation, forms, documentation or other information.

17.6. Tax Payment Letter

17.6.1. If at any time any Obligor is required by law to make a Withholding Tax in respect of any sums due by them under this Agreement (or, if there are subsequently variations in the rates or manner at which such Withholding Tax is to be calculated), the relevant Obligor shall notify the Agent as soon as it becomes aware of such circumstance. Likewise, the Financing Entity must notify the Agent of such circumstances in relation to any amount payable to them, when they become aware of them. If the Agent receives such notification from a Funding Entity, it shall notify the Obligors.

17.6.2. If any of the Obligors makes any Tax Payment under this Agreement in respect of which they are required to make any Withholding Tax, the Borrower shall pay to the taxing authority or other competent authority the full amount required to be withheld within the time allowed for such payment under applicable law and shall deliver to the Agent, for the affected Qualified Financing Entity, within thirty (30) Business Days following the one in which such payment has been made to the competent authority, the documents that prove, in a reasonable manner and satisfactory to said Financing Entity, that the Tax Withholding has been made.

18. Representations and warranties of the Obligated Parties

18.1. Formulation, Truthfulness and Accuracy of Representations and Warranties

18.1.1. The Financing Entity grants this Agreement in consideration of the following Representations and Guarantees that the Obligors solemnly formulate about themselves and as applicable, for which they are jointly and severally liable and which will be understood to be implicitly reiterated on the Date of Signature, on each Request for Disposition, on each Disbursement Date, on each Interest Settlement Date and on each Ordinary Amortization Date by reference to the circumstances existing in each Moment.

18.1.2. Without prejudice to the ability of the Financing Entity (through the Agent) to declare the early expiration of this Agreement in accordance with the provisions

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of Clause 23.30, the Obligors jointly and severally and irrevocably undertake to hold the Agent and the Financing Entity harmless from any damage or loss that may be caused as a result of the lack of veracity or accuracy of the aforementioned Representations and Warranties.

18.2. Valid Existence and Power of Attorney

18.2.1. Each of the Obligors:

(ii) It develops the affairs and businesses that are proper to their respective corporate objectives.

18.2.2. The representatives of each of the Obligors are duly authorized to sign this Agreement and the rest of the Financing Documents to which it is a party.

18.3. Agreements

18.4. Validity and Enforceability

18.5. No Infringement or Contravention

The granting and fulfillment of the Financing Documents does not contravene:

(i) any rule, whatever its rank, that is applicable to the Obligors;

(ii) the statutes of any of the Obligors; or

Wallbox.- Loan Agreement 2 59

(iii) any relevant contract or agreement of any kind to which any of the Obligors is a party or which may otherwise bind them and under which the corresponding authorizations have not been obtained.

18.6. Information

Each of the Obligors declares that:

(i) all the information provided to the Agent and the Financing Entity, including financial information, is correct in its material aspects, and adequately reflects its situation and that of the rest of the companies of the Group that it controls on the date to which the corresponding information referred, there being no material facts or omissions that distort such information;

(ii) has prepared all opinions, calculations, projections and forecasts in good faith and is based on reasonable assumptions;

(iii) no event has occurred that would result in a Substantial Adverse Effect; and

18.7. Consents

18.8. Litigation/Proceedings

18.9. Cross-Compliance

There is none:

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(i) any event constituting a breach likely to produce a Material Adverse Effect:

(a) of any relevant contract to which the Obligors are a party or to which they have been subrogated; or

(b) of any relevant obligation by which any of the Obligors may be bound in any way; nor

(ii) any Cause of Early Termination of this Agreement or a cause of early termination or termination of any other Financing Document or Syndicated Financing Agreement, or circumstance that could likely cause such a Cause of Early Termination.

18.10. Actual Charges and Encumbrances

There is currently no pledge, mortgage, charge or encumbrance to which the assets, rights or shares/participations owned by the Obligors are subject with the exception of:

(i) the Permitted Warranties;

(ii) fiscal impacts; and

(iii) those that result directly from the law.

18.11. Personal Guarantees

18.12. Additional Warranties

The execution of the Financing Documents does not imply for any of the Obligors the obligation to constitute guarantees, encumbrances, options or rights in favor of third parties over all or part of their assets or income, present or future, except those derived from this Agreement and the Syndicated Financing Agreement.

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18.13. Equal Rank

There are no creditors of the Obligors whose claims are of higher rank or priority than the rights of the Financing Entity under the Financing Documents, except those that enjoy legal preference.

18.14. Indebtedness

None of the Obligors has engaged in any Indebtedness transaction or, in general, entered into transactions that involve the assumption of Indebtedness, other than the Permitted Indebtedness.

18.15. Insolvency and Insolvency

Obligors do not:

(iii) are in a situation of not being able to regularly comply with their obligations under the terms of Article 2.2 and Article 2.4 of the Insolvency Law or equivalent in the corresponding jurisdiction, nor do they reasonably foresee that they will not be able to comply regularly and punctually with their enforceable obligations;

(iv) be unable to perform its obligations as a result of the execution of this Agreement and the other Financing Documents to which it is a party; nor

(v) have initiated any proceedings or adopted any corporate resolution that has as its object, or is aimed at, the liquidation and/or dissolution of the Obligors.

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18.16. Contract Compliance

The Obligors are up to date in the performance of their obligations under this Agreement and the rest of the Financing Documents to which they are a party or, in all material respects and, to the best of their knowledge and belief, up to date with any other contract, covenant or material agreement.

18.17. Fulfilment of Obligations

18.18. Shareholder Composition

On the Date of Signature, the corporate organization chart of the Obligors is as detailed in Annex V.

18.19. Deductions and/or Withholdings

18.20. Licenses & Permits

The Obligors have obtained and maintain in force, with full effect, all licenses, authorizations and permits to carry out their activity and to comply with the provisions of this Agreement.

18.21. Insurance

18.21.1. The Obligated Parties have subscribed, with entities of recognized prestige, the usual insurance policies for the coverage of risks within the sector to which they belong.

18.21.2. The insurance policies are in effect on the date of execution of this Agreement and all premiums due and payable in connection therewith have been paid and nothing has been done, consented to or omitted to render any of the insurance policies unenforceable, suspended or declared void, in whole or in part.

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18.22. Ownership of Assets

18.23. ATE

The Obligors have their center of main interests in Spain, except for the Borrower whose main center of interest is in the United States of America.

18.24. Document Copies

18.25. Restricted Party and Penalties

18.25.1. Neither the Borrower, nor the Guarantors, nor to the best of their knowledge, any of their directors, officers, employees or agents:

(i) is a Restricted Party or is involved or has been involved in any operation or conduct that will result in it becoming a Restricted Party;

(ii) is subject to a claim, proceeding, or injunction with respect to any Sanction; or

(iii) is engaged in any transaction with the intent to evade or avoid any Penalties applicable to it.

18.25.2. For these purposes, the following definitions shall apply:

"Sanctioning Authority":

(a) The United Nations Security Council;

(b) The United States of America;

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(d) The United Kingdom;

(e) Member States of the European Union;

"OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control.

"Restricted Party" means a person who is:

(g) included in, participated in, or controlled by, or controlled by, a person on a Sanctions List, or a person acting on his or her behalf;

(h) domiciled in, incorporated under the laws of, or acting in, or acting on behalf of, a country or territory subject to Sanctions, or a person owned or controlled; or

(i) in any other way subject to Sanctions.

"Sanctions" means any sanctioning regulations in financial, economic or commercial matters, embargoes or restrictive measures adopted or enforced by a Sanctioning Authority.

18.26. Unlawful Activities

The Obligors, with respect to themselves and the rest of the companies in their Group, declare that they do not carry out any of the illegal activities described in Annex VIII.

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18.27. Environmental Risk

(i) All information provided, if any, to the Funding Entity for the environmental risk analysis is accurate and truthful.

(ii) The Obligated comply with all environmental obligations to which they may be subject by reason of their activities in accordance with the applicable environmental regulations, including the Fundamental Social Rights and Principles.

(iii) The Obligated Parties are not involved in any administrative or other procedure for infringement of environmental regulations, including Fundamental Social Rights and Principles, or for damage caused to the environment.

18.28. Statements in relation to CESCE Coverage

The Borrower complies with the requirements and eligibility criteria for the contracting of the insurance policy for investment credits (green policies) as provided for in the applicable regulations which it expressly declares to be aware of, and in accordance with the provisions of articles 3 and 8 of Law 8/2014, of 22 April, on coverage on behalf of the State of the risks of the internationalization of the Spanish economy and Order ICT/1415/2021 of 9 December, corrected by Order ICT/112/2022 of 11 February.

18.29. The Investment Project

18.29.1. The money used to make contributions to the Investment Project does not originate from any illegal activity, including money laundering, and the proceeds from the Investment Project will not be used to finance any illegal activity.

18.29.2. The direct participation of the Promoter in the capital of the Borrower has the legal qualification of "Spanish Investment Abroad"; has been declared to the Directorate-General for Trade and Investment; and the characteristics that make it worthy of such status will be maintained as long as the Financing object of this contract is in force.

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18.29.3. No activity has been carried out that could be classified as (i) "corruption of a foreign public agent", as defined in the OECD Convention on Combating Corruption of Foreign Public Officials in International Business Transactions, or (ii) as "corruption in business" in any of its forms, as defined in the Spanish Penal Code; or (iii) in contravention of the COFIDES Code of Ethics regarding gifts, invitations, gifts, payments, promises or compensation to its professionals by third parties; and the Obligors, in particular with respect to the Investment Project, comply with the international, Spanish and local regulations that are applicable to them.

18.29.4. All the necessary authorizations and registrations for the development of the Investment Project have been obtained and signed, they are in full force and effect and there is no reason that can lead to their annulment, ineffectiveness, suspension, cancellation, modification or revocation.

18.29.5. The Investment Project is being developed and will be developed in all material respects in accordance with the terms of the Investment Project Memorandum.

18.29.6. The Borrower has complementary funds which, together with the Financing, allow the realization of the Investment Project in its entirety. The aforementioned supplementary funds are the Borrower's own funds.

18.30. Corporate Governance

The Obligated Parties are aware of the applicable regulations and recommendations in relation to corporate governance and are interested in implementing good corporate governance policies both internally and in the other companies of the Group. To this end, the information provided by the Obligated Parties to the Financing Entity on the development of its corporate governance practices is accurate and faithful.

18.31. PRTR Impact Investment Project Promotion Program

The Promoter, who has issued each of the following statements, expressly reiterates, in all its terms and without any qualification:

(i) the declaration of commitment in relation to the implementation of RTRP actions, including the statement of the absence of double financing of the Investment Project with public funds from or guaranteed with other EU programs or instruments.

(ii) the declaration of responsibility on the principle of non-significant harm.

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(iii) self-assessment on the principle of "do no significant harm".

(iv) the declaration of absence of conflict of interest.

(v) the declaration of transfer and processing of data in relation to the execution of PRTR actions.

(vi) The declaration of responsibility for State aid.

A copy of such declarations is attached to this contract as Appendix IX.

19. Information Obligations

19.1. Delivery of Financial Information

19.1.1. Annual Information

As soon as they are available, but in any case before 30 June of each calendar year:

(i) the Audited Consolidated Annual Financial Statements;

(ii) the Individual Annual Financial Statements of the Obligors, duly audited by an Auditor (except in the case of the Borrower while, in accordance with the applicable regulations, it is not obliged to audit);

(iii) the Borrower's Annual Certificate of Sales;

(iv) the Annual Certificate of Compliance with Ratios.

Upon delivery of the Audited Consolidated Annual Financial Statements and the Borrower's Annual Sales Certificate, the Agent and the Financing Entity may request additional information to confirm the application of the Variable Margin, which must be delivered to the Agent and the Financing Entity within thirty (30) Calendar Days from its request.

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19.1.2. Intermediate Information

As soon as they become available, but in any event within ninety (90) Calendar Days following the end of each calendar quarter:

(i) the Borrower's Individual Interim Financial Statements; and

(ii) the Consolidated Interim Financial Statements.

19.1.3. Other Financial Information

As soon as possible and no later than fifteen (15) Business Days from the date of your request, financial information, balance sheets, results statement and any other relevant information relating to any company in the Group and reasonably requested by the Agent or by the Financing Entity through the Agent.

19.2. Sustainability Requirement Certificate and independent report from the Sustainable Consultant on the ESG Report

19.2.1. The Promoter (on their behalf and as a representative of the Obligors) undertakes to provide the Agent together with the financial information set out in Clause 19.1, a certificate issued by the Promoter in relation to compliance or non-compliance with the Sustainability Requirement in that same Year.

19.2.1. The Obligors undertake to obtain and deliver to the Agent the ESG Report together with the Audited Consolidated Financial Statements.

19.2.2. The Promoter (on its own behalf and as representative of the Obligors) undertakes to provide, together with the ESG Report, an independent report from the Sustainable Consultant on terms satisfactory to the Agent and the Financing Entity, in which it validates the information on the figure of tonnes of CO2 equivalent emissions avoided by the chargers connected to MyWallbox included in the ESG Report on and expressly indicates that it has contrasted such data of the ESG Report and whether or not the Sustainability Requirement is met.

19.3. Corporate Governance Information

The Promoter (on its behalf and as representative of the Obligors) undertakes to inform the Financing Entity (through the Agent) in writing on an annual basis within six (6) and a half months from the end of each Financial Year, of any changes in relation to the information provided by the Promoter to the Agent and the Financing Entity and of any updates they make regarding the implementation of corporate governance practices.

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19.4. Information on Environmental, Social and Development Impact Aspects

The Promoter (on its behalf and as representative of the Obligors) undertakes to:

(i) provide such environmental and social information (including occupational safety and health and development impact issues) reasonably requested by the Funding Entity, through an Agent; and

(ii) in relation to the Investment Project, to notify the Agent of any Serious Event within five (5) Calendar Days from the time it has occurred. In the case of a Serious Event of those included in section (iii) of the definition of Serious Event, within fourteen (14) Calendar Days from the occurrence of the event, the Obligated Parties must deliver to the Agent a report with a description of the scope of the event and the corrective measures implemented according to the model that will be provided by the Financing Entity through the Agent.

19.5. Information in relation to the PRTR's Impact Investment Project Promotion Program

The Promoter (on its behalf and as representative of the Obligors) undertakes to:

(i) provide any information or documentation requested by the Financing Entity to verify the declarations mentioned in the Clauses 17 and 18, specifically including that related to the absence of double financing used to cover the same costs of the Investment Project that is incompatible with the RTRP;

(ii) notify you of any fact or circumstance which may affect the trueness, correctness and completeness of the foregoing statements, as soon as you become aware of it; and

(iii) provide any information requested by the Financing Entity so that it can comply with the obligations to provide information attributed to it as the executing entity by virtue of Order HFP/1030/2021 and Order HFP/1031/2021, or those that in the future replace, modify or complement them.

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19.6. Relevant Facts or Circumstances

The Promoter (on its behalf and as representative of the Obligors) shall inform the Agent, in writing and in sufficient detail, of the following facts or circumstances, as soon as it becomes aware of them:

(i) Any fact that:

(a) constitutes or may constitute a Cause of Early Termination of the Contract or a cause of early Termination under any of the other Financing Documents or the Syndicated Financing Agreement;

(b) constitutes or may constitute a case of Partial Mandatory Early Repayment or Total Mandatory Early Repayment of the Financing;

(d) constitutes a change in the composition and ownership of the share capital of the Obligors;

(e) renders any of the Representations and Warranties untrue and correct;

(iii) any reasonable information justifying the realization of the investments covered by this Financing to the satisfaction of the Financing Entity and the Agent;

(v) any information reasonably requested by the Agent (following the instructions of the Funding Entity) to comply with applicable money laundering regulations or other applicable regulations for the fulfillment of Know Your Customer's obligations.

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20. Obligations to comply with Financial Ratios

20.1. Ratio DF/PN

The Obligors undertake that the level of the DF/PN Ratio, during each Fiscal Year of the life of the Financing, is equal to or less than:

(i) 2.00x in 2023;

(ii) 2.00x in 2024;

(iii) 1.50x in 2025; and

(iv) 1.20x in 2026 and beyond.

20.2. Ratio DFN/PN

The Obligors undertake that the level of the DFN/PN Ratio, during each Fiscal Year of the life of the Financing, is equal to or less than:

(i) 1.40x in 2023;

(ii) 1.40x in 2024;

(iii) 1.05x by 2025; and

(iv) 0.90x in 2026 and beyond.

20.3. Co-Financing Ratio

The Obligors undertake that the level of the Co-financing Ratio, during each Fiscal Year of the life of the Financing, is 1 FIEX ≤ 1 Promoter.

20.4. Common Provisions to Financial Ratios

20.4.1. All Financial Ratios shall be measured on the basis of the Audited Consolidated Annual Financial Statements and their compliance shall be validated against the Annual Certificate of Compliance with Ratios that the Borrower is required to deliver pursuant to the provisions of Clause 19.1.1(iii).

20.4.2. The calculations of the Financial Ratios will be made on each Ratio Calculation Date taking into account the accounting year of the previous year. The first

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calculation of the Financial Ratios will be carried out with reference to the year ended December 31, 2023.

21. General Obligations of Obligors

21.1. Destination of the Funding

To allocate the Amount of the Financing to the purposes set forth in the Clause 2.2.

21.2. Adoption of Agreements and Exercise of Political Rights

To exercise the political rights held by it in relation to the rest of the companies of the Group so that they adopt the agreements that are necessary to ensure compliance with the obligations and commitments provided for in this Agreement, in the rest of the Financing Documents and in the Syndicated Financing Agreement.

21.3. Cooperation

Cooperate and collaborate with the Financing Entity to take the necessary or convenient actions for the execution and formalization of this Agreement, to maintain its obligations, valid and effective at all times, and to execute, in accordance with the provisions of this Agreement, any novations of this Agreement that in the future may be necessary or convenient to ensure its full validity and effectiveness, and had been agreed between the Parties.

21.4. Maintenance, Conservation and Insurance

Each of the Obligors undertakes to:

(i) Duly maintain and insure and keep insured the assets and risks inherent to their activity with insurance companies of recognized prestige and solvency with sufficient coverage in accordance with the usual market conditions, for the type of activities they carry out (including civil liability policies) and, in particular, the Investment Project.

(ii) To keep up to date with the payment of premiums and to comply with other obligations imposed on them by insurance policies and applicable

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legislation. In the event of non-compliance with this obligation, the Financing Entity may take out the corresponding insurance and pay the premiums and other amounts due, being immediately obliged to reimburse them, and incurring until they do not do so the Late Payment Interest provided for in this Agreement.

(iii) Failure to act in such a way as to result in the nullity, unenforceability, suspension or termination of insurance policies.

(iv) The Obligors shall provide the Agent, if required, with a copy of the relevant insurance policies in force with respect to themselves, as well as proof of payment of the premiums thereof.

21.5. Maintenance of Normal Activity

Not to make any material changes to the nature or scope of its activity.

21.6. Activity

21.7. Investment Project Memorandum

Substantially comply with the provisions of the Investment Project Memorandum, a copy of which is attached as Annex III.

21.8. Exercise

Do not change the closing date of your Fiscal Year, unless such change is required by applicable regulations.

21.9. Accounting Documents

To keep the accounting books and records duly updated, and to prepare the annual accounts and any other Financing Documents that must be delivered to the Agent or the Financing Entity in accordance with the laws and accounting principles generally accepted in their respective legislations and especially with the principles of uniformity and prudence in valuation.

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21.10. Audit

Submit their annual accounts, annually, to the audit of the Auditor of Accounts, when they are legally obliged to do so.

21.11. Compliance with Statutory and Legal Obligations

Duly and punctually comply with the provisions of the bylaws, as well as all its relevant obligations (whether payment or not) fiscal, labor, environmental (including those imposed under the Fundamental Social Rights and Principles), commercial, administrative, civil and Social Security throughout the life of the Financing, as well as in general with any relevant obligation that may be applicable to it.

21.12. Taxation

21.13. Compliance with Financing Documents and Syndicated Financing Agreement

Duly and punctually comply with all its obligations (whether payment or not) under the Financing Documents to which it is a party and the Syndicated Financing Agreement.

21.14. Licenses & Permits

Carry out all the actions and procedures necessary to obtain and maintain in force all the relevant administrative authorisations, external operations regulatory bodies and exchange control necessary for the exercise of its activity and the due compliance with the Financing Documents and the correct execution of the remaining operations of the Obligated Parties and the companies of the Group.

21.15. Intellectual and Industrial Property

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21.16. Litigation/Proceedings

Not to settle, without the prior written authorization of the Financing Entity, any lawsuit, arbitration or dispute when the resolution of the dispute entails that the Obligors cease to receive, individually, annually an amount equal to or greater than three million euros (€3,000,000), nor to comply with the claims of the respective counterparties provided that the Borrower and/or any of the Guarantors are the ones obliged to pay the amounts in dispute.

21.17. Bankruptcy and Insolvency

21.18. Additional Indebtedness

Not to subscribe to any Additional Indebtedness to the Financing granted under this Agreement, with the exception of the Permitted Indebtedness.

21.19. Negative Pledge

Not to grant security interests, liens, encumbrances or encumbrances on the Wallbox Chargers Assets and the Investment Project, with the exception of:

(i) Guarantees on Financed Assets; or

(ii) the guarantees granted in favor of the financing entities of the Syndicated Financing Agreement; or

(iii) those that are constituted by operation of law; or

(iv) that the Obligor in question has the authorization of the Financing Entity and all the financing entities of the Syndicated Financing Agreement.

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(i) the Permitted Warranties; or

(ii) those that are constituted by operation of law; or

(iii) that the Obligor in question has the authorization of the Financing Entity and all the financing entities of the Syndicated Financing Agreement.

21.20. Guarantees

Grant Security Interests in the Wallbox Barcelona Assets representing seventy percent (70%) of the aggregate amount of the financing granted under the Syndicated Financing Agreement and the Amount of the Financing on terms satisfactory to the Agent within a maximum period of twelve (12) Months and maintain the validity and effectiveness of all the Guarantees granted pursuant to the Clause 25.

21.21. Rank

Maintain the payment obligations of the Obligors under the Financing Documents and the rights derived therefrom for the Financing Entity with a rank and priority equal to or higher than those that derive or may be derived for other creditors by reason of contracts that the Borrower has entered into or will enter into in the future, except:

(i) written authorization from the Financing Entity to be forwarded to creditors through the Agent;

(ii) those operations that by legal imperative have a preferential nature; and

(iii) with respect to Permitted Warranties.

21.22. Disposition of Assets, Subsidiaries or Businesses

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whose acquisition is financed with this Agreement or the Financing Agreement Syndicated):

(i) that the transaction is carried out between Obligors or companies of the Group;

(ii) the consideration is received in cash and cash equivalents;

(iii) movable goods for manufacturing, machinery, machinery and plant and accessories;

(iv) any property (other than shares or business) in the ordinary course of its business;

(v) under a lease, sublease or licence of ownership in the ordinary course of business any property (other than stock or business) in the ordinary course of business;

(vi) are obsolete, redundant or excess assets;

(vii) expressly permitted under this Financing Agreement; or

(viii) with the prior written consent of the Funding Entity.

21.23. Treasury Management

Allow the movement of the necessary cash flows between the Obligors themselves to enable the fulfillment of the payment obligations arising from this Agreement.

21.24. Funding Accounts

To comply with the obligations relating to the Main Account and to carry out treasury management that facilitates cash flows necessary to meet the payments under this Agreement in a timely manner.

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21.25. Off-Market Operations

21.26. Corporate Transactions

The Obligors agree to the following:

(i) not to adopt any resolution aimed at the merger, spin-off, dissolution or liquidation (except in the cases required by law and transactions between Obligors or companies of the same Group), unless expressly authorized by the Financing Entity;

(ii) Not to adopt any modification of the articles of association relating to the corporate purpose and/or the domicile. In particular, the Promoter undertakes to maintain its registered office and effective place of management in Spain throughout the life of the Financing; and

(iii) not agree to reduce its share capital or agree to reduce its reserves (unless (a) such reduction occurs without the return of contributions, (b) to compensate for losses with an immediately subsequent increase of an amount equal to or greater than the reduced amount, or (c) in those cases in which there is a legal obligation to do so).

21.27. Deductions and/or Withholdings

21.28. Restricted Party Transactions

Refrain from doing any of the following:

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(ii) engage in any transaction for the purpose of avoiding or evading or failing to comply with or attempting to violate any Penalty applicable to you; or

21.29. Obligations in relation to CESCE Coverage

21.29.1. The Borrower, in its capacity as policyholder, and the Financing Entity, as insured and beneficiary, must formalize with CESCE an insurance policy for investment loans (green policies) under the provisions of Law 8/2014, of April 22, 2014, and Royal Decree 1006/2014, of December 5, 2014, which develops it (the "CESCE Policy"). which will be subject to the provisions of the CESCE Offer and, among others, to the following conditions (the "CESCE Coverage"):

(i) Term: until the Final Due Date.

(ii) Coverage: in any case, the CESCE Coverage must be subscribed with a minimum coverage of eighty percent (80%) of the Financing Amount.

21.29.2. The Borrower shall provide the Financing Entity with the necessary collaboration to ensure that the CESCE Coverage remains in force and effectiveness in the terms provided for in the applicable regulations, undertaking, to this end, to provide as much documentation and information as may be necessary for this purpose and/or to carry out any action that, in accordance with the legislation applicable to the Borrower, may be required in the future by CESCE or any other competent authority or administrative body to preserve the good purpose of this Contract and/or the validity and enforceability of the CESCE Coverage.

21.29.3. The Borrower must pay CESCE (on behalf of the Financing Entity) on the date of signing the CESCE Coverage, the premium determined by CESCE, based on the result of the study carried out by CESCE for this purpose (the "CESCE Premium").

21.29.4. The Borrower acknowledges that neither the Financing Entity nor the Agent is responsible for the calculation or determination of the CESCE Premium and shall

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not bring any claim against the Financing Entity or the Agent in connection with the calculation or payment of the CESCE Premium.

21.29.5. The Borrower must comply, at all times during the term of this Agreement, with the provisions of the specific conditions of the CESCE Coverage, as well as with the terms and conditions established in the General Conditions of the CESCE Coverage (available through the CESCE website).

21.29.6. The Parties agree that the provisions of this Clause have been an essential condition for the granting by the Financing Entity.

21.30. Obligations relating to Money Laundering

Deliver to the Financing Entity, so that they can comply with the money laundering regulations, or the requirements and standards on knowledge of their customers that may be applicable with respect to each of them, through the Agent, any additional documentation or information that is reasonably required through the Agent, and in particular in the following cases:

(i) any change in the applicable regulations (or in the interpretation thereof), after the date of this Agreement, affecting the obligations of the parties in relation to money laundering or the customer information and documentation requirements applicable to the Financing Entity; and

(ii) any change in the status of the Obligors or in their articles of association or in the identity of their partners, which occurs after the date of this Agreement.

21.31. Obligations in relation to the Investment Project

The Borrower will:

(i) maintain its corporate purpose and limit its activity to its development, including, but not limited to, the exploitation of the Investment Project;

(ii) diligently develop the Investment Project (substantially) on the terms described in the Project Memorandum;

(iii) make investments for the amount proportional to the amount included in the Disposition Request, in accordance with the total amounts and concepts reflected in the table of origin and application of funds of the Investment Project Memorandum of Annex III within a maximum period of one (1) year from the Disbursement Date;

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(iv) carry out its transactions with other persons and entities, whether or not part of the same Group, at market price ("arms length basis");

(v) comply with all the duties and obligations incumbent on it under the documents that regulate the Investment Project, exercising all the rights that correspond to it by virtue of them; and

(vi) will not abandon or cancel the Investment Project

21.32. Corporate Governance

The Obligors undertake to maintain, at a minimum, the accredited corporate governance status as of the Date of Signature of this Agreement with respect to: (i) their commitment to corporate governance practices; (ii) structure and functioning of the governing body; (iii) process control; (iv) transparency of information and; (v) Shareholder Rights.

21.33. Domicile and Place of Effective Management

In accordance with the eligibility criteria for the granting of the Financing, the Promoter will maintain its registered office and effective place of management in Spain throughout the life of the Financing.

21.34. Visibility of the PRTR's Impact Investment Project Promotion Program

The Promoter, in any communication action in which the interest rate subsidy for sustainability reasons is mentioned, must expressly acknowledge the origin and guarantee the visibility of the European Union funding.

21.35. Sustainable Development

21.35.1. Obligors are aware of and undertake to make their best efforts to align their actions with the principles set out in the United Nations Global Compact, the United Nations Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises in force at any given time.

21.35.2. Within this framework of principles and guidelines, the Obligated Parties must:

(i) Comply with applicable environmental, labor and occupational health and safety legislation.

(ii) To carry out its activity in compliance with Fundamental Social Rights and Principles.

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(iii) Take measures, to the satisfaction of the Funding Entity, to manage satisfactorily and as soon as possible the Major Event notified in accordance with Clause 19.2, and to use all possible means to prevent its recurrence.

(iv) In relation to the Investment Project, make its best efforts to promote and implement the use of quantifiable targets in terms of health and safety, working conditions and the environment.

22. Obligations of the Agent in relation to the financing entities of the syndicated financing agreement and CESCE

22.1. Reporting Obligations

The Agent is obliged to notify the financing entities of the Syndicated Financing Agreement and CESCE of the entry into force of the Contract within ten (10) Business Days following the one in which it is formalized.

22.2. Return of CESCE Fees

22.2.1. In the event that the full amount of the Financing is not available, the Agent must notify CESCE within twenty (20) Calendar Days after the end of the corresponding drawdown period for the purpose of updating the Sum Insured and requesting the corresponding refund. The reduction in the Sum Insured must be included in the corresponding supplement to the CESCE Coverage.

22.2.2. After the end of the corresponding drawdown period, and provided that there has not been a loss or an aggravation of the risk under the corresponding CESCE Coverage, the Agent must request the refund of the CESCE Premium within the period mentioned above and return the amount received from CESCE for this concept to the Borrower.

22.2.3. The Borrower declares to be aware that, in accordance with the provisions of the CESCE Coverage, CESCE will retain, in any case, ten percent (10%) of the CESCE Premium as expenses.

23. Early Maturity of Financing

23.1. Causes of Early Expiration

The Causes of Early Termination of this Agreement are those listed in the Clauses 23.2 to 23.28 (both included).

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23.2. Failure to Pay

Failure of the Borrower and/or the Guarantors to pay the Principal, Interest, Commissions and expenses of any kind that correspond to them under the Financing Documents.

23.3. Failure to Comply with the Purpose

The non-application of the Financing Amount to the purposes established in the Clause 2.2.

23.4. Failure to Comply with Ratios

Failure to comply with any of the Financial Ratios set forth in this Agreement.

23.5. Breach of Duty

23.6. Guarantees on Financed Assets

Failure to comply with the obligation to create Beneficial Interests over the Wallbox Barcelona Assets representing seventy percent (70%) of the aggregate amount of the financing granted under the Syndicated Financing Agreement and the Amount of the Financing within a maximum period of twelve (12) Months).

23.7. Failure to Comply with the Investment Project:

Abandonment, cancellation or lack of activity for at least one quarter from the entry into operation of the Investment Project, failure to comply with the deadline provided for in the Investment Project Memorandum for the commissioning of the substantial part of the Investment Project, or delay in the main milestones such that it does not meet (or can reasonably be estimated not to be able to meet) the deadline for the commissioning of the Investment Project. a substantial part of the Investment Project; or the Significant Negative Change in the Investment Project.

23.8. Change of Registered Office outside Spain

The Promoter moves the registered office out of Spain

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23.9. Non-compliance with the PRTR's Impact Investment Project Promotion Program

Failure to comply with any obligation, including specifically the provision of false, inaccurate or incomplete information/documentation or representations, in relation to the PRTR Impact Investment Project Promotion Program, especially that related to the verification of (i) the conditions to be a beneficiary of the program or (ii) compliance with the Sustainability Requirement. For clarification purposes, the fact that the Sustainability Requirement is not met in the terms foreseen, does not in itself be considered a Cause of Early Maturity.

23.10. Substantial Adverse Effect

The occurrence of a Substantial Adverse Effect.

23.11. Falsehood in Manifestations

Any misrepresentation, omission, inaccuracy or material inaccuracy in the representations and warranties made by the Obligors in this Agreement or in the rest of the Financing Documents.

23.12. CESCE: Cessation of Coverage, Falsifying the Documentation Provided, Failure to Meet Eligibility Requirements

23.12.1. Cessation of CESCE Coverage

(i) If, for any reason, the CESCE Coverage ceases to cover the Financing Entity, as a result of acts attributable, directly or indirectly, to the Obligors.

(ii) If it is or becomes illegal for CESCE to comply with any payment obligation under the CESCE Coverage or for the Financing Entity to benefit from the CESCE Coverage.

(iii) If any payment obligation of CESCE under the CESCE Coverage is not or ceases to be legal, valid, binding or enforceable or the CESCE Coverage is not or ceases to be in force and effect.

(iv) If CESCE terminates, suspends, discontinues, cancels, terminates, terminates, reduces or expires all or part of the CESCE Coverage.

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23.12.2. Falsifying the Documentation for CESCE Coverage

If the Borrower has made any misrepresentation in the data or information provided to access the CESCE Coverage.

23.12.3. Failure to Meet Eligibility Requirements under CESCE Coverage

23.13. Change of Control

If a Change of Control occurs without the prior written consent of the Financing Entity (and without prejudice to the fact that this event also constitutes a case of Total Mandatory Early Amortization).

23.14. Business Management

If any of the following occur:

(i) that any of the Obligors managed its business or assets in a manner that failed to comply with any of the provisions of any authorization relevant to the exercise of its activity; or

(ii) if there is the cessation of the business activity of any of the Obligated Parties or the substantial modification thereof.

23.15. Revocation of Licenses

23.16. Closure or Cessation of Business or Expropriation

If the Obligated Parties cease their business or exploitation, substantially change their corporate purpose or if expropriation occurs, or dispose of their business or

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exploitation to third parties without the express authorization of the Financing Entity, except for those transfers that are carried out within the Group.

23.17. Illegality

If any of the material obligations arising from this Agreement for the Obligors are or become illegal, invalid or unenforceable.

23.18. Additional Indebtedness

If any of the Obligors incurs any type of indebtedness other than the Permitted Indebtedness.

23.19. Insolvency of the Borrower and/or Guarantors

If, in relation to any Obligor:

(ii) was subject to a voluntary process or imposed by law, of dissolution with or without liquidation or shareholder restructuring;

(iii) is affected by a permanent or permanent business closure, or by a cessation or suspension of business activity in the context of insolvency proceedings;

(iv) seizure or receivership is agreed;

(v) are in a situation of de facto insolvency and have so stated in writing; or

23.20. Contingent Liabilities

The appearance of any contingent liability of any of the Obligated Parties that does not appear in its financial statements or in the supplementary information provided to the Financing Entity, when its amount significantly affects the position of the Financing Entity.

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23.21. Invalidity/Unenforceability

If any obligation of this Agreement considered essential by the Financing Entity turns out to be invalid or unenforceable or any of the Guarantees granted or to be granted in support of the Secured Obligations:

(i) is not formed in accordance with the terms and conditions set forth in this Agreement;

(ii) proves to be invalid or unenforceable;

(iii) turns out to have a preferential rank lower than the range determined in the Clause 25 for Warranties;

(iv) is modified without the prior consent of the Funding Entity;

(v) lost his preference; or

(vi) is harmed or endangered for reasons attributable to any of the Obligors.

23.22. Cross-Compliance

If any of the Obligors fails to comply:

(i) any obligations under the Syndicated Financing Agreement;

(ii) any payment obligations due and payable under other financial contracts with any financial institution;

(iv) any other material obligation provided for in the rest of the Financing Documents.

23.23. Corporate Modifications

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If any of the Obligors, other than Wallbox N.V., agrees to any modification of the bylaws relating to the characteristics and rights inherent to their shares or participations, without the prior consent of the Financing Entity.

23.24. Restricted Party Transactions

If any of the Obligors carries out transactions with Restricted Parties, in breach of the obligations set forth in the Clause 21.28.

23.25. Audit

23.25.1. If the opinions expressed by the Auditor in the audit reports of the Obligated Parties (when they are obliged to audit) were at any time classified as an "unfavorable opinion" or "rejected opinion" in accordance with the accounting principles generally accepted in Spain and the applicable technical auditing standards.

23.25.2. If the Auditor does not validate the Annual Certificate of Compliance with Ratios.

23.26. Litigation & Garnishments

If any of the Obligors:

(i) is obliged, by virtue of a final court decision or arbitration award, to pay third parties amounts that together in a year exceed three million euros (€3,000,000) and that are not covered in whole or in part by insurance policies, so that the part to be paid not covered exceeds that limit;

(ii) suffered attachments, enforcement of any security interests, confiscations or expropriations of assets for a total sum equivalent to or greater annually than three million euros (€3,000,000).

23.27. Tax Claims

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23.28. Legal Expiration

The insolvency of any other cause that, in accordance with the Law, determines the resolution or early expiration of any of the Financing Documents.

23.29. Remedying the Causes of Early Expiration

23.29.1. Failure to Pay

There will be no period of correction in the case provided for in the Clause 23.2 unless such non-payment is due exclusively to duly justified technical reasons and is corrected within a period of three (3) Business Days from the date on which it should have been made.

23.29.2. Other Causes of Early Expiration

(a) the date on which the Obligors knew or reasonably should have known of the Cause of Early Termination; or

(b) the date on which the Financing Entity, through the Agent, notified the Obligors of the existence of such Early Maturity Cause, in order to correct said Early Maturity Cause, which was not remedied within the indicated period.

(ii) However, this correction period will not apply when the Early Termination Cause in question is not remediable and the Causes of Expiration will not apply to the Causes of Expiration referred to in the Clauses 23.3, 23.7, 23.8, 23.16, 23.19, 23.24, 23.25 and 23.28.

23.30. Early Maturity Statement

23.30.1. The Financing Entity (through the Agent) may declare the early maturity of the Financing in the event of any Early Maturity Cause and provided that it has not been remedied under the terms of this Agreement.

23.30.2. When the declaration of early expiration of this Agreement is requested by the Financing Entity (through the Agent) in accordance with the provisions of the previous paragraph, the Obligors will be compelled, within a period of five (5) Business Days from receipt of the notice sent by the Agent to such effect, to pay

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the entire Outstanding Debt. For the settlement of the Outstanding Debt, the last Ordinary Interest Rate in force will be applied, which will be understood to have been accepted by the Obligors for the sole and exclusive purpose of carrying out the same. If the payment date does not coincide with an Interest Settlement Date, the settlement will include the applicable Breakdown Costs.

23.30.3. If the period indicated in the previous section has elapsed without the Obligated Parties having complied, the Financing Entity, through the Agent, may initiate the corresponding legal claim.

24. Main Account

24.1.1. The Borrower has opened a current account in its name with the Agent (account number [***]), to which the amounts due for Principal, Interest, Commissions, expenses or any other concept provided for in this Agreement will be debited, as well as the amounts destined for the Mandatory Early Repayments.

24.1.2. The amounts drawn under the Financing will be credited to the Main Account.

24.1.3. The Borrower and/or, as the case may be, the Guarantors shall pay the amounts described in the Clause 14.3.1. The balance for this item paid will be unavailable except in accordance with the provisions of the aforementioned Clause 14.3.3.

24.1.4. The Agent agrees to make payments to the Financing Entity against the balance in the Main Account subject to and in accordance with the provisions of this Agreement, subject to and in accordance with the provisions of this Agreement, overcoming any legal impediments, including self-contracting.

24.1.5. The balance of the Principal Account shall be pledged for the life of the Financing, as security for the Secured Obligations, as set forth in Clause 25.3.1(i). In the event of a change of Agent in accordance with the provisions of Clause 26.7, a new Master Account will be opened with the new Agent, the balance of which will also be pledged throughout the life of the Financing, as security for the Secured Obligations.

25. Guarantees

25.1. Borrower's Liability and Warranty

25.1.1. The Borrower is responsible for the fulfilment of the obligations arising from this Agreement for the Borrower, under the terms of Article 1911 of the Civil Code.

25.1.2. Without prejudice to the provisions of the preceding section, the Financing Entity and the Borrower have agreed as an essential and determining element of their

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consent to the granting of the Financing and the rest of the Financing Documents, the constitution of the Guarantees contained in the following sections.

25.1.3. The Guarantees constituted in accordance with the provisions of this Agreement are constituted as overlapping, joint and several and indistinct, in such a way that the Financing Entity may, at its option, exercise any of them, in the order it deems appropriate, alternatively, jointly or successively, without the initiation of the procedure for the enforcement of a guarantee limiting or conditioning the initiation of proceedings for the enforcement of other guarantees.

25.2. Personal Guarantee of the Guarantors

25.2.1. Without prejudice to the Borrower's personal and unlimited liability under the Clause 25.1, the Guarantors unconditionally and irrevocably guarantee in favour of the Financing Entity, jointly and severally with the Borrower and with each other, the Secured Obligations.

25.2.2. The Guarantors expressly acknowledge that this Guarantee is configured as a guarantee on first demand and not as a guarantee of those provided for in Articles 1822 et seq. of the Civil Code or a guarantee of those provided for in Articles 439 and concordant of the Commercial Code, so this Guarantee is structured as a guarantee on first demand. abstract, autonomous and independent and not as a surety and, consequently, the rights (benefit of order, exemption and division) granted to the surety by virtue of Articles 1830 et seq. of the Civil Code are not applicable.

25.2.3. In the event of insolvency proceedings by the Borrower, the Guarantors are jointly and severally liable to the Financing Entity of the Secured Obligations, regardless of the outcome of any approval of an arrangement within the insolvency proceedings or regardless of the vote of the Financing Entity in such arrangement or proposed arrangement, without any waiver or delay included in such arrangement being invoked by the Guarantors against the Entity Funder.

25.2.4. Likewise, in the event of the Borrower's insolvency:

(i) the suspension of the accrual of interest that may occur with respect to the Secured Obligations will not benefit the Guarantors;

(ii) the suspension of any enforcement proceedings against the insolvent Borrower shall not prejudice the right of the Financing Entity to demand from the Guarantors, at any time, the payment of the Secured Obligations; and

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(iii) if the Financing Entity is required to reimburse any sum of the Borrower as a result of any repayment or termination actions, the Guarantors shall be obliged to pay the Financing Entity the amounts reimbursed together with all those owed to them by the Borrower.

25.2.5. The obligations of the Guarantors under this Warranty are absolute, unconditional, abstract, autonomous and independent with respect to any other obligations or liabilities of the Borrower under the Agreement and therefore:

(i) shall not be affected by the validity, effectiveness or enforceability of the obligations assumed by the Borrower under the Agreement or by any other event, occurrence or circumstance which might otherwise constitute a legal defence for a guarantor or guarantor, including in the event of an insolvency proceeding affecting the Borrower; and

(ii) the Guarantors expressly and irrevocably undertake to comply with their payment obligations arising from this Guarantee when required to do so by the Financing Entity, waiving any right of opposition and exception, defense, power or compensation derived from the Contract or the refusal to pay by the Borrower. Likewise, the Guarantors expressly waive the opposition of any kind of right, power, exception or compensation against the Financing Entity, except for the exceptio doli or the abusive exercise of the right by the Financing Entity.

25.2.6. The Guarantee shall remain in full force until the Secured Obligations are fully cancelled.

25.2.7. The Guarantors undertake to pay all amounts due by the Borrower under this Agreement within the same time limits as the Borrower, even if, after payment of the same has been made by the Borrower, the Financing Entity has to repay any sums received from the Borrower, as a result of the reinstatement decreed in an insolvency situation of the latter or for any other reason. This obligation will extend to those amounts that, paid by one of the Guarantors, the Financing Entity had to reimburse as a result of the reinstatement or termination decreed within the framework of the insolvency proceedings of the Guarantor in question.

25.2.8. Each of the Guarantors making a payment in compliance with this guarantee expressly agrees that any amounts owed to it by the Borrower or any of the other Guarantors as a result of subrogation, repetition, repayment or return shall be subordinated to the full payment of the Secured Obligations, such that the Borrower and the remaining Guarantors may not pay any amount to the paying Guarantor (including by way of set-off), nor may the paying Guarantor be subrogated to the real or personal guarantees granted in favor of the Financing

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Entity as security for the amounts that the Borrower may owe to the Financing Entity under this Agreement, if the Secured Obligations have not previously been fully satisfied. If the Borrower or any of the other Guarantors, contrary to the provisions of this paragraph, pay any amount to the paying Guarantor, the Paying Guarantor shall pay the Agent such amount upon first demand.

25.2.9. In accordance with Article 1213 of the Civil Code, if the Guarantors make a partial payment to the Financing Entity, the Financing Entity may exercise its right for the remainder, in preference to the Guarantor who has been subrogated in the place of the Financing Entity, by virtue of the partial payment, even if the Borrower is in a state of insolvency.

25.2.10. The Guarantors hereby agree that the Guarantee granted herein shall also extend to any extension that the Financing Entity may grant to the Borrower with respect to the maturity of all or any of the Secured Obligations. Likewise, the Guarantors hereby consent, for all intents and purposes, to any modifications to the conditions of the Financing that may be agreed by the Borrower and the Financing Entity, maintaining the Guarantee in all its force and effects despite them. All of the above, without prejudice to the Guarantors granting the corresponding document of ratification of their Personal Guarantee, in the event that they are required to do so by the Financing Entity (through the Agent).

25.2.11. For the purposes of the provisions of Article 572 of the Code of Civil Procedure, the Guarantors designate as their domicile for the purposes of notifications, in relation to the Secured Obligations of this Agreement, those listed in the Annex VI, and expressly accept the jurisdiction to which the Parties submit and which is set forth in Clause 39.

25.2.12. Likewise, for the purposes of Article 572 of the Code of Civil Procedure, it is expressly agreed that the determination of the debt payable to the Guarantors will be carried out in the same manner provided for in the Clause 8, unless there is an error in the calculation, and the resulting balance must be notified to the Guarantors in accordance with the provisions of the aforementioned legal precept.

25.2.13. All payments due by the Guarantors must be made in full, without any set-off, net and free of any tax, deduction or withholding of or on account of any type of tax that may be levied on such payments at present or in the future.

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25.3. Security Interests

25.3.1. Pledge Rights in rem Over Receivables

(i) As a guarantee of the complete and timely performance of the Secured Obligations, and without prejudice to any other guarantees that the Financing Entity holds or may hold in the future, on the Signing Date and in a separate document the Borrower will grant a first-rank pledge right over the credit rights derived from the Main Account.

(ii) In addition, as a guarantee of the complete and punctual fulfillment of the Guaranteed Obligations, and without prejudice to any other guarantees that the Financing Entity holds or may hold in the future, on the Signing Date and in a separate document, the Borrower will grant a real right of pledge of first concurrent rank over the credit rights derived in its favor from the Insurance Policies in force today that insure the Wallbox Barcelona Assets and the insurance company that designates the Financing Entity as beneficiary together with the financing entities of the Syndicated Financing Agreement will be notified.

25.3.2. Non-Possessory Mortgage and/or Pledge on the Wallbox Barcelona Assets

(i) The Obligors undertake to constitute concurrent chattel and/or real estate mortgage(s) or non-possessory pledge(s) of the first rank on the Wallbox Barcelona Assets that are acquired with the funds obtained from the Developer under the Syndicated Financing Agreement and until the value of the Wallbox Barcelona Assets that are encumbered represents seventy percent (70%) of the aggregate amount of the financing granted under the Financing Agreement. Syndicated Financing and the Amount of Financing (the "Collateral on Financed Assets").

(ii) The Guarantees on the Financed Assets shall guarantee the Secured Obligations and shall be concurrent with the Guarantees granted to guarantee obligations of the Obligors under the Syndicated Financing Agreement.

(iii) The Obligors undertake to inform the agent every two (2) months in writing of the details of the Wallbox Barcelona Assets that are acquired up to that date, including a description of the same.

(iv) The Obligated Parties are obliged to grant the corresponding guarantee documents on the Wallbox Barcelona Assets every two (2) Months or within a period of fifteen (15) Business Days from the notification of the

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requirement for incorporation sent by the Agent, on behalf of the Financing Entity.

(v) The Obligated Parties must grant the Guarantees on the Financed Assets on terms satisfactory to the Agent and the Financing Entity and that are necessary to ensure their validity, effectiveness and registration in the Land Registry or in the competent Registry of Movable Property, as appropriate, also obtaining any authorization and carrying out any procedure with any third party (including any competent administration) that are necessary or convenient for the creation of the Guarantees on the Financed Assets in question.

(vi) For the purposes of determining the amount of the maximum liability guaranteed by the Guarantees on the Financed Assets, the Outstanding Debt under the Financing Agreement on the date on which the corresponding Guarantees on the Financed Assets is constituted will be taken as the basis for calculation and the resulting amount will be multiplied by 130%. in the event that the guarantee required by the Financing Entity does not entail the payment of tax (Transfer Tax and Stamp Duty or similar taxes). In the event that the required collateral requires the payment of taxes, the maximum secured liability shall be the lesser of (a) 130% of the outstanding Debt as indicated above, and (b) 130% of the actual fair value of the assets subject to the collateral at the time the collateral was created.

(vii) The expenses and taxes for the constitution of this type of guarantees and duly justified, accrued by the constitution of the Guarantees on the Financed Assets will be borne by the Borrower. In particular, but without limitation, the Borrower shall pay to the Agent and the Financing Entity the amount to be paid as a taxable person by way of transfer tax and stamp duty that, if applicable, accrues in connection with the granting of the Guarantees on the Financed Assets.

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appropriate in order to fulfill the aforementioned purpose, and all this under the terms and conditions that the Agent, on behalf of the Financing Entity, deems appropriate, including, but not limited to, the determination of the maximum guaranteed liability as provided above.

(ix) Chattel mortgages and non-possessory pledges granted under this Agreement shall conform as far as possible to the models attached as Annex X.

25.3.3. Execution by the Agent

(i) Except as provided in the (ii) the Agent, in the name and on behalf of the Financing Entity and shall be the only one authorized to enforce the Secured Interests provided for in this Clause 25.3 in accordance with the provisions of the Inter-Creditor Agreement. If the Financing Entity is unable to authorize the Agent, it undertakes to appear with the Agent in all the actions necessary to carry out the enforcement of the Collateral.

(ii) Notwithstanding the foregoing, in the event of separate execution by the Financing Entity in accordance with the provisions of the Agreement between Creditors, the Financing Entity may proceed to the execution of the Personal Guarantee, without the representation of the Agent.

25.4. Subordination and Non-Claim

26. The Agent

26.1. Appointment

The Financing Entity appoints EBN Banco de Negocios, S.A. to act as its agent in relation to each of the Financing Documents (including in relation to the CESCE Coverage, for administrative purposes). The Agent accepts such designation.

26.2. Mandate

26.2.1. Without prejudice to the independent nature of the obligations of the Financing Entity arising from this Financing, it is stipulated that, with regard to the development and operation of this Agreement, the Agent acts, in addition to itself,

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as a special agent with an irrevocable character of the Financing Entity for the functions that, as such, are attributed to it in this Agreement; Consequently, it must be understood that payments of any nature derived from this Contract or from the CESCE Coverage made by the Obligors to the Agent will have full releasing effects, as if they had been received by the Financing Entity.

26.2.2. Unless otherwise stated, any notice made or received by the Agent shall have the same effect as if it had been made or received by the Financing Entity.

26.2.3. The powers of representation granted by the Financing Entity to the Agent shall be understood to be limited to those actions and measures that, specifically provided for in this Agreement, are necessary for the execution and effectiveness of the same.

26.2.4. The Agent shall always act in accordance with the instructions of the Funding Entity.

26.3. Payments

26.3.1. All payments made by the Obligors under this Agreement or the CESCE Coverage for Principal, Interest, Commissions, expenses or any other concept shall be distributed by the Agent to the Financing Entity, subject to the provisions of the Agreement between Creditors.

26.3.2. The value date of the payments will be the date of receipt by the Agent, who will make their payment immediately and without delay to the Financing Entity.

26.3.3. The Financing Entity may apply to the payment of any liquid, due and payable amount by the Obligors by reason of the Financing to any existing balance in their favor.

26.3.4. The possible rights of the Financing Entity to obtain payments from the Obligors based on causes and obligations other than those contained in this Agreement or the CESCE Coverage shall not be affected by the provisions hereof.

26.4. Disclaimer

26.4.1. In no case shall the Agent act as fiduciary of the Financing Entity, the Obligors or any other person, and its duties and obligations shall be limited to those expressly determined in this Agreement.

26.4.2. In accordance with these principles, and by way of example:

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(i) the Agent shall not be liable to the Financing Entity by reason of the conclusion, validity and enforceability of this Agreement, the other Financing and/or CESCE Coverage Documents, the veracity or accuracy of the statements contained therein or in the communications received, or the feasibility of collecting the amounts delivered by the Financing Entity under the Financing and/or CESCE in by virtue of the CESCE Coverage;

(v) the Agent, by virtue of its status as an intermediary, will have the obligation to communicate to the Obligors all the queries that the Financing Entity wishes to make; and

(vi) the Agent must follow the instructions received from CESCE, in accordance with the provisions of the CESCE Coverage, as well as send the Financing Entity a copy of such instructions, and inform, in turn, the Financing Entity about any action that will be carried out following the instructions received from CESCE.

26.4.3. The Financing Entity and the Obligors release the Agent from any liability for error or omission in the performance of the functions attributed to it under this Agreement, except those arising from gross negligence or willful misconduct.

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26.4.4. The Financing Entity declares to the Agent that it has conducted its own independent investigation and assessment of the financial situation of the Borrower and Guarantors in relation to this Financing.

26.4.5. The Agent shall not be liable for the delay (and the consequences arising thereof) in the payment of those amounts which, in accordance with the Financing Documents, are to be distributed by the Agent in the event that it has taken all necessary measures (and at such appropriate time) to comply with the applicable regulations or the operating instructions of the clearing and settlement systems used by the Agent through the Financing Documents. to that effect.

26.4.6. The Agent shall not be obligated under the provisions of this Agreement to perform know-your-customer procedures on behalf of the Financing Entity. The Financing Entity shall be responsible for carrying out the necessary customer identification procedures and shall not be able to benefit from the procedures carried out by the Agent for this purpose.

26.5. Refund of Advance Amounts

26.5.1. The Financing Entity agrees to immediately reimburse the Agent for all justified amounts which, even if they are payable by the Obligors under this Agreement, have not been paid or reimbursed voluntarily by the Obligors and which represent or could represent for the Agent a disbursement for any reason that, by reason of this Agreement, carried out in the interest of the Financing Entity and regardless of the favorable or adverse outcome of the action or measure that gave rise to the disbursement, regardless of whether the aforementioned amounts may be claimed by the Agent from the Obligors.

26.5.2. The Financing Entity undertakes to reimburse the Agent for all extraordinary expenses, justified by documentary evidence, caused to the Agent in the exercise of its functions, provided that they do not have to be paid by the Obligors.

26.6. Agent's Rights

26.6.1. Notwithstanding this Agreement, the Agent (or the new agent replacing the Agent in accordance with the Clause 26.7 that was the Financing Entity) may accept deposits, lend money and, in general and as the Financing Entity, carry out all kinds of banking operations with the Obligors.

26.6.2. The Agent may and shall be entitled to act in accordance with any formal statement, notice or document which it considers to be authentic, correct and duly executed.

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26.6.3. The Agent may assume that:

(i) there has been no Early Termination Cause (unless you are aware of the Early Termination Cause contained in the Clause 23.2); and

(ii) no right or authority conferred in the Financing Documents on the Funding Entity or any other Party has been exercised.

26.6.4. The Agent may:

(i) rely on any communication or document that it believes to be authentic; and

(ii) refrain from acting in accordance with the instructions of the Financing Entity to commence any legal action or proceeding relating to the Contract until it confirms that it does not contravene the provisions of the Creditor Agreement and you have been guaranteed to your satisfaction all costs, claims, losses, expenses (including attorneys' fees) and liabilities that you may incur or incur in complying with such instructions.

26.6.5. The Agent is entitled to contract and pay with the prior authorization of the Financing Entity, on behalf of the Financing Entity, for the advice or services of legal advisors, financial advisors, or other experts whose advice or services may be, in its judgment, necessary, convenient or desirable, and to rely on the advice received.

26.6.6. An agent may exercise the powers conferred on him through his attorneys-in-fact and employees.

26.6.7. The Agent may disclose to the Funding Entity any information that, in its opinion, it has received in its capacity as Agent.

26.6.8. Notwithstanding anything to the contrary contained in the Financing Documents, the Agent is not obliged to take any action that, in its opinion, could constitute a breach of any applicable legal rules or of its duty of confidentiality.

26.6.9. Notwithstanding anything to the contrary expressly or implied in the Financing Documents, the Agent shall:

(i) shall not be obliged to pay to the Funding Entity any sums received by the Agent on its own behalf (other than those received by the Agent in its capacity as Agent, in respect of which the provisions of this Agreement shall apply), or the proceeds thereof;

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(ii) shall have no obligation other than as expressly set forth in this Agreement; and

(iii) shall not be obligated to make any determination or conduct any investigation regarding compliance with the Financing Documents or the creditworthiness of the Obligors. Only when it has actual knowledge, or has received notification from the Financing Entity or the Borrower, of the occurrence of any Early Maturity Cause, will it notify the Financing Entity.

26.6.10. If any Party owes an amount to the Agent under this Agreement and/or the CESCE Coverage, the Agent shall be entitled, upon notice to such Party, to offset such amount against any payments that the Agent is obliged to make to the Party concerned.

26.7. Waiver and Substitution

26.7.1. The Agent may resign from his/her position at any time with prior authorization from CESCE, provided that this is necessary. To do so, it will send a notification to the Financing Entity as well as to the Borrower. It will appoint a new Agent, which may be the Financing Entity itself or a third party specialized in the management of agencies in syndicated loans.

26.7.2. In the event that, within sixty (60) Calendar Days following notification, the Funding Entity has not appointed a new Agent, or the appointee has not accepted the appointment, the Agent shall have the right to appoint the Agent himself, provided that he has the approval of the Financing Entity.

26.7.3. The Financing Entity consents, by signing this Agreement, that the Agent may appoint it as a new Agent in accordance with the provisions of this Agreement and undertakes to accept the obligations arising from such position once they are appointed.

26.7.4. As soon as a successor to the Agent is appointed and, where appropriate, accepted by the Agent, the departing Agent shall be released from any further obligations under this Agreement.

26.7.5. The departing Agent may request that his/her resignation and the appointment of the new Agent be recorded in a notarial act signed by the Financing Entity (including the new Agent), in which case, the Financing Entity undertakes to sign within a maximum period of five (5) Business Days from the date of the Agent's request.

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26.7.6. Notwithstanding the foregoing, the new Agent may also resign from his or her position in accordance with the provisions of this Clause.

26.7.7. In no case may the resignation of the Agent or the appointment of the new one, which must be documented in evidence, imply the assumption of new obligations or a greater cost for the Borrower other than those expressly assumed by virtue of this Agreement.

26.7.8. As soon as a successor to the Agent is appointed and the Agent is accepted (i) the new agent must notify CESCE of his appointment as a new Agent in relation to the CESCE Coverage; and (ii) the departing agent shall be exempt from any other obligations under this Agreement, the remaining CESCE Financing and Coverage Documents, but shall continue to be subject to the responsibilities and rights to which he or she is entitled, with respect to his or her performance in the exercise of the position.

27. Assignments

27.1. Assignment by the Borrower and Guarantors

Neither the Borrower nor the Guarantors may assign, transfer, substitute or subrogate the rights and obligations entered into under this Agreement, or subrogate to any third party the position of the Financing Entity in this Agreement, without the express written consent of the Financing Entity.

27.2. Assignment by the Financing Entity

27.2.1. The Financing Entity may assign all or part of its contractual position in the Financing (including the assignment as a guarantee) to another entity of any nature with the prior written authorization of CESCE.

27.2.2. In the event of syndication of the Financing, the Borrower and the Financing Entities shall amend this Agreement prior to or simultaneously to include the regulation of the majority for decision-making and any other issues arising from the existence of more than one financing entity, all under market conditions and in accordance with the usual practice in this type of financing.

27.2.3. In addition, consent of any kind shall not be required on the part of the Borrower if the assignment is made for the creation of a charge or security interest on, or an assignment of, the rights and obligations of the Financing Entity under the Financing Documents, in favor of a central or supranational bank.

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27.2.4. The Borrower expressly authorizes the Financing Entity to disclose to potential assignees of the Financing Entity (or its advisors) or entities in favor of which any type of lien or security is created under the terms contained in this Clause or to any entity of the Financing Entity's group, the contents of this Agreement and the other Financing Documents

27.2.5. For clarification purposes, and without prejudice to the provisions of this Clause, the Financing Entity may pledge or create any type of encumbrance on the rights derived in its favor by virtue of this Agreement, in favor of Central Banks or Federal Reserves, without the need to have the prior consent of the Obligors.

27.2.6. The costs, expenses and taxes of the assignments, pledges and encumbrances that occur in accordance with the provisions of this Clause will be borne by the corresponding Financing Entity and/or the assignee.

28. Variation in circumstances and illegality

28.1. Variation in Circumstances

28.1.1. In the event that by legal or regulatory provision, of supranational, national, regional or local origin (or by a new binding interpretation thereof) subsequent to the signing of this Contract and in particular in relation to the additional costs resulting from the implementation, development, application or replacement in the future by other similar regulations, of the regulations relating to Basel III and/or the "Capital Requirements Directive" IV (CRD IV), obligations such as ratios, reserves or necessary deposits, among others, are imposed on the Financing Entity, which entail an increase in the cost of the funds taken in the Euro Area Money Market for the Financing subject of this Agreement for the Financing Entity or limitations are imposed, whether in the Interest Rate or in the Commissions, or otherwise, which entail a decrease in the income to which the Financing Entity would be entitled under this Agreement (excluding in any case the Corporate Income Tax or the variation in the rate thereof), the Obligors will be obliged to compensate, from the moment the cost or decrease in income occurs, to the Financing Entity, to the same extent that the cost of the aforementioned funds is increased and the income decreased, provided that the Financing Entity provides documentary evidence of having incurred the aforementioned increase in cost or decrease in revenue, and determine in the detailed and reasoned settlement the higher costs or lower revenues.

28.1.2. Compensation will be made through the payment of additional sums by the Obligors, based on the reasoned settlement submitted by the Agent.

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28.1.3. The Financing Entity, at the request of the Borrower through the Agent, undertakes to make its best efforts, and provided that this does not entail an economic loss (which, where applicable, will be passed on to the Obligors) greater than the increase in costs or decrease in estimated revenues, to avoid or mitigate the effects of the circumstances provided for in this Clause, including the possibility of transferring its interest in this Agreement and the remaining Financing Documents to one or more other credit institutions not affected by the circumstances in question, which comply with the assignment requirements set out in this Agreement and which are willing to purchase the interest of the Financing Entity at par. In the event that the transfer is not possible, or no other solution is found by the Parties within thirty (30) Calendar Days, the Borrower shall, within ten (10) Business Days following receipt of a request to that effect to be made by the Agent, amortize the portion of the Financing together with interest and other amounts due to the Financing Entity under this Agreement.

28.2. Illegality

28.2.1. When the fulfillment of any of the obligations arising from this Agreement implies for the Financing Entity the violation of any legal or regulatory provision or mandatory ordered measure or binding interpretative criterion, emanating from a competent official authority or body, the Financing Entity must notify the Borrower and the Agent of such circumstance.

28.2.2. Within thirty (30) Calendar Days following such notice (or such shorter period as may be established by applicable law), the Agent, the Borrower and the Financing Entity shall use their best efforts to take measures to eliminate or mitigate the adverse effect in the aforementioned circumstances by acquiring their interest in this Agreement and the other Financing Documents held by the Financing Entity by any of its subsidiaries or branches in other countries where the situation of illegality does not occur or, failing that, the acquisition by another credit institution that meets the requirements for the assignment established in this Agreement that is not affected by the situation of illegality. In the event that the transfer of the interest is not possible, or no other solution is found by the Parties, the Financing Entity and the Borrower shall reach an agreement regarding the time of repayment, which in any case shall include the payment of the corresponding ordinary interest calculated up to the date on which the payment actually takes place. as well as any expenses and other amounts payable under this Agreement.

29. Communications and notifications between the Parties

29.1. All communications between the Financing Entity and the Obligors, and vice versa, in relation to this Agreement shall be made through the Agent.

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29.2. All requests, notifications, notices and communications in general between the Promoter (also acting as a representative of the Obligors) and the Agent or vice versa and between the Financing Entity and the Promoter (also acting as a representative of the Obligors) conversely, which refer to this Agreement or derive from it, shall be made by email or by any other means that reliably accredits their receipt, and they will go to the respective codes and addresses designated in each case.

29.3. Communications will be deemed to have been received as long as they are made at the specified addresses, even if they are refused or not collected.

29.4. The addresses, telephone numbers, e-mail addresses of the Obligors, the Agent and the Financing Entity are those listed in Annex VI, and the Parties accept as validly made for all purposes, including procedural and enforcement of Guarantees, any notification or communication of the nature that are made to the addresses indicated in said Annex.

29.5. The Obligated Parties must address their communications to the Agent at the address indicated in Annex VI of the Contract, who will forward them to the Financing Entity as established in the Contract.

29.6. Any modification to the addresses or telephone or e-mail codes described above will have no effect until it has been notified in writing between the Parties or, where appropriate, to the Agent. The Agent must notify the Promoter (as representative of the Obligors) and the Financing Entity in writing of any change in its address or telephone or email codes listed in Annex VI.

30. Representation in favor of the PROMOTER

30.1. The Obligors, except the Promoter, hereby confer on the Promoter their irrevocable representation, constituting it as their agent and representative for the purposes of this Agreement and the other Financing Documents and expressly authorizing it, through its organs and attorneys-in-fact, to carry out all the actions attributed to the Obligors in this Agreement and the other Financing Documents, even in the event that it incurs in the figures of self-contracting, multi-representation and conflict of interest.

30.2. In particular, but without limitation, the Promoter may perform any of the following actions in the name and on behalf of the Obligors:

(i) issue and receive all notifications and communications arising from this Agreement and the other Financing Documents and deliver to the Agent and, where applicable, the Financing Entity all documentation and information

Wallbox.- Loan Agreement 2 106

to be provided in accordance with the provisions of the Financing Documents, establishing itself as the sole interlocutor vis-à-vis the Agent and the Financing Entity for all purposes provided for in the Financing Documents;

(iv) make any payments to be made pursuant to this Agreement and the other Financing Documents on behalf of the Obligors; and

30.3. The foregoing is without prejudice to the compliance by the Obligors with the obligations assumed in this Agreement and other Financing Documents.

30.4. By virtue of the provisions of the preceding section, any notification, communication, action, omission, commitment, transaction, waiver, modification or clarification or any other action carried out by the Borrower in accordance with the mandate conferred by the Obligors, shall bind said Obligors for all legal purposes as if they had expressly subscribed, consented or agreed to it. Likewise, the Obligors declare in favor of the Financing Entity that, in the event of a conflict between any notifications or other actions of the Borrower and those of any other Obligor, those made by the Promoter shall prevail.

30.5. The Agent (on its own initiative or at the request of the Financing Entity) may request all the Obligors, in the event that it sufficiently reasons and justifies it, the ratification of the actions carried out by the Promoter as representative and interlocutor of the Obligors for the purposes of this Agreement and the other Financing Documents. as well as the execution, jointly with the Borrower, of any contract or document (whether public or private) arising out of this Agreement or the other Financing Documents (including, without limitation, documents clarifying, ratifying and amending the foregoing).

Wallbox.- Loan Agreement 2 107

31. Confidentiality

31.1. Confidential Information

The Funder agrees to keep all Confidential Information confidential and not to disclose it, except to the extent permitted by the Clause 31.2 and ensure that all Confidential Information is protected with the security measures and duty of care that would apply to your own confidential information.

31.2. Market Abuse Regulations

To this end, the Obligors undertake to inform the Agent and the Financing Entity of the obligations to which they are subject before providing any Confidential Information.

The Obligors shall warn the Agent and the Financing Entity of the information that has the character of privileged information before providing it to them and the Agent and the Financing Entity may request the Obligors not to be disclosed such information.

31.3. Disclosure of Confidential Information

31.3.1. Subject to the restrictions set forth in the Market Abuse Regulations and those contained in this Agreement, the Agent and the Funding Entity may disclose Confidential Information as they deem appropriate provided that the recipient signs a confidentiality agreement under the terms of this Agreement (unless such recipient is subject to professional obligations to maintain the confidentiality of information or bound by obligations of confidentiality in relation to Confidential Information in any other way) to the following persons:

(i) to any entity in your group (or fund managed by entities in your group);

(ii) to its external service providers or those of its group entities, for the purpose of enabling the Agent and the Financing Entity to comply with their obligations arising from their relationship with the Obligors (including without limitation administrative and/or settlement services in relation to this Agreement), or to any person designated to receive communications on behalf of the Agent and the Financing Entity, notices, information, or documents provided pursuant to this Agreement;

Wallbox.- Loan Agreement 2 108

(v) to its internal or external auditors, for the purpose of providing their audit services of the Agent and the Financing Entity or its group companies; or

(vi) to ranking platforms, such as Dealogic, Bloomberg, and Thomson Reuters.

31.3.2. The Agent and the Funding Entity may disclose Confidential Information as they deem appropriate to any person:

(iii) invests in, or otherwise finances (or may invest in, or otherwise finance) directly or indirectly, any of the transactions referred to in paragraphs (i) or (ii) above; or

(iv) to whom, or for the benefit of the Financing Entity, pledges, assigns, or otherwise creates a Security Interest (or may be created);

Wallbox.- Loan Agreement 2 109

Confidential Information is to be delivered has been informed of its confidential nature.

31.3.3. The Agent and the Financing Entity may disclose to any credit rating agency (including its professional advisors) the Confidential Information that disclosure may be necessary for such rating agency to carry out its ordinary rating activities in connection with the Financing or the Obligors.

31.3.4. Any of the Obligors May Disclose this Agreement and any of the Financing Documents:

(iii) to its internal or external auditors, for the purpose of providing its audit services to the Obligated Parties or to the companies of its Group.

32. Data protection

32.1. General

32.1.1. Each of the Parties, whose details for the purposes of notifications are set out in Annex VI, acting independently as a data controller, informs:

(i) natural persons acting on their behalf and on their behalf; and

(ii) to the persons named in this Agreement in relation to such Party for the purpose of notice or to such other persons as may be subsequently indicated,

that your personal data contained in the Contract or provided pursuant to it will be processed by each of the Parties.

32.1.2. The Data Protection Officer of the Agent and the Funding Entity can be contacted at the postal address and email address indicated in Annex VI.

Wallbox.- Loan Agreement 2 110

32.1.3. The purpose of the processing, as well as its legal basis, is the fulfilment of the rights and obligations arising from the Contract. The processing is strictly necessary for this purpose. In addition, if applicable by law, they will process personal data for the prevention of money laundering and terrorist financing in order to comply with the obligations of collecting information and identification, as well as providing information on payment transactions to the authorities of other countries. within and outside the European Union, on the basis of the legislation of some countries and agreements signed between them. No automated decisions will be made that may affect data subjects.

32.1.4. The data will be kept for the entire duration of the Contract and for the time necessary to comply with legal and contractual obligations related to the performance of the Contract.

32.1.5. The data will be processed only by the Parties and by those third parties to whom the Parties are legally or contractually obliged to communicate them. Likewise, the Parties may assign personal data in the event of assignment by the Financing Entity and/or the constitution of encumbrances or guarantees on their credit rights derived from this Agreement.

32.1.6. Data subjects may exercise their rights to request access to their personal data, their rectification or erasure, the restriction of processing, the portability of their data, as well as their right to object to processing, by sending a written communication to the Party concerned at the address specified for this purpose in Annex VI. They may also lodge a complaint with the competent Data Protection Authority.

32.2. Communication by the Agent of the Borrower's Personal Data to CESCE

32.2.1. In order to comply with the current provisions on the protection of personal data, the Borrower is informed that the Agent will communicate the data, which affect its credit operation, to CESCE or other bodies or third parties for the purposes of control, management and monitoring of the operation, as well as so that said data can be used for statistical purposes.

32.2.2. Likewise, the Borrower is informed that CESCE, always for its benefit, may provide those public bodies with which CESCE has signed or may sign agreements or agreements relating to its financing lines as much information concerning the formalized operations that may be required.

32.2.3. The Borrower is hereby informed that the data provided is necessary, in accordance with current legislation on data protection, for the execution of this

Wallbox.- Loan Agreement 2 111

Agreement, and therefore for the execution of this Agreement and the other Financing Documents.

32.3. CESCE Identification and Contact

32.3.1. CESCE will be responsible for the personal data mentioned above in those aspects that are within its competence in accordance with the applicable regulations. Likewise, the data will be processed in accordance with current regulations on data protection. The personal data referred to in the previous paragraph will be kept for the period prescribed by the data protection regulations, for the purposes contemplated in said regulation.

32.3.2. In compliance with it, the personal data referred to in the previous paragraph will be kept for the duration of the contractual relationship, or until the obligations derived from the aforementioned relationship have been fully fulfilled, and for the purposes of complying with the required legal obligations, and for the formulation, Exercise or defense of claims, if applicable.

32.3.3. Likewise, in relation to the personal data communicated to CESCE, the Borrower may exercise the rights of access, rectification, deletion (right to be forgotten), limitation of processing, portability and opposition by writing to Compañía Española de Seguros de Crédito a la Exportación S.A., Compañía de Seguros y Reaseguros (SME), with registered office at Calle Velázquez, 74, 28001, Madrid (Spain) or by sending an e-mail to: [***].

33. Anti-Corruption Policy

33.1. The Funding Entity is an entity committed to the fight against corruption in all its forms, including extortion and bribery. Therefore, the Funding Entity has an anti-corruption policy that is an essential tool to prevent both the Funding Entity and its employees from engaging in conduct that may be contrary to the regulatory provisions and the basic principles of action of the Financing Entity.

33.2. That is why, within the framework of trust and mutual collaboration, the Financing Entity expects the Borrower to take the measures that are necessary or convenient to guarantee fair behavior and competition in the market, thus avoiding engaging in conduct contrary to current legislation and the principles underlying its activity.

33.3. The Financing Entity reserves the right to carry out the checks deemed necessary or convenient to ensure compliance, and may terminate the Contract and the other Financing Documents in advance if it detects activities that contravene the contents of its respective anti-corruption policy, without the other Parties being entitled to receive any consideration.

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34. Expense

Regardless of the payment obligations contracted in this Agreement for Principal, interest and Commissions or any other concept, the Borrower assumes at its own expense the obligation to pay any other expenses, taxes, excise duties, charges and other current or future concepts that arise or accrue as a result of the granting and formalization of this Agreement and all its Guarantees and even the obtaining of funds by the Financing Entity and expenses incurred by the movement of funds through the Bank of Spain, including, but not limited to, the following:

(iv) fees and expenses of Gómez-Acebo & Pombo Abogados, S.L.P. (limited to a previously agreed maximum amount) in the drafting and preparation of this Agreement and the other Financing Documents.

35. Modifications and Waivers

35.1. Any modification to this Agreement must be made public and signed by each Party in order to be valid, unless otherwise provided in this Agreement.

35.2. The failure to exercise or delay in exercising any right or remedy under this Agreement shall not be construed as a waiver of the right or remedy provided for in this Agreement or as a waiver of any other right or remedy, and the individual or partial exercise of any right or remedy under this Agreement shall not preclude the further exercise of that right or remedy or any other right or remedy. resource.

35.3. In the event that the Borrower requests the Financing Entity, through the Agent, to adopt decisions that under this Agreement correspond to the Financing Entity, the Agent undertakes to obtain, within a maximum period of four (4) Business

Wallbox.- Loan Agreement 2 113

Days, the confirmation of the Financing Entity's written receipt of such request. Thus, if once the request has been obtained by the Financing Entity, the Agent has not received a response from the Financing Entity after fifteen (15) Business Days from the date on which it has obtained confirmation of receipt of the request for approval, it will be understood that the Financing Entity denies the consulted decision.

36. Partial nullity

37. Tax regime

38. Governing Law

This Agreement shall be construed and enforced on its own terms, and shall be governed by the common laws of the United States.

39. Jurisdiction

Wallbox.- Loan Agreement 2 114

As many testimonies, or first authorized copies, of this policy will be issued as there are Financing Entities that sign it. Likewise, the Borrower and real and personal guarantors expressly authorize the Financing Entity to request from the intervening or authorizing notary, testimonies with enforceability, or authorized copies with equal enforceability, for the purposes provided for in article 517.2., 4 and 5 of the Civil Procedure Law, 17 of the Law of May 28, 1862 on Notaries, and 233 and 250 of Royal Decree 45/2007 of the Notarial Regulations.

[Signature sheet follows]

Wallbox.- Loan Agreement 2 115


/s/ Authorized Signatory		/s/ Authorized Signatory
WALL BOX CHARGERS, S.L.U. /s/ Authorized Signatory		WALLBOX N.V. /s/ Authorized Signatory
WALLBOX USA, INC. /s/ Authorized Signatory		EBN BANCO DE NEGOCIOS, S.A.
COMPAÑÍA ESPAÑOLA DE FINANCIACIÓN DEL DESARROLLO, COFIDES, S.A., S.M.E. as a manager in its own name and on behalf of the Fund for Investments Abroad, F.C.P.J.

116

ANNEX I

MODEL REQUEST FOR DISPOSITION

[Removed]

117

ANNEX II

EXISTING INDEBTEDNESS

[Removed]

118

ANNEX III

INVESTMENT PROJECT MEMORANDUM

[Removed]

119

ANNEX IV

GUIDE TO THE JUSTIFICATION OF CONTRIBUTIONS AND INVESTMENTS

[Removed]

120

ANNEX V

SHAREHOLDER COMPOSITION AND ORGANIZATIONAL CHART

[Removed]

121

ANNEX VI

ADDRESSES FOR THE PURPOSE OF NOTIFICATION

[Removed]

122

ANNEX VII

COPY OF CESCE'S OFFER

[Removed]

123

ANNEX VII

COPY OF CESCE'S OFFER

[Removed]

124

ANNEX VIII

ILLEGAL ACTIVITIES SUBJECT TO SPECIAL DECLARATION

[Removed]

125

ANNEX VIII

ILLEGAL ACTIVITIES SUBJECT TO SPECIAL DECLARATION

[Removed]

126

ANNEX IX

COPY OF THE PROMOTER'S DECLARATIONS ON THE PRTR IMPACT INVESTMENT PROJECT PROMOTION PROGRAM

[Removed]

127

ANNEX X

MODEL OF CHATTEL MORTGAGE AND NON-POSSESSORY PLEDGE

[Removed]

128

ANNEX XI

DETAIL OF THE WALLBOX BARCELONA PROJECT

[Removed]

129

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 Energy, S.L.U.		Spain
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

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, 2023;

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: March 21, 2024

By: /s/ Enric Asunción Escorsa

Enric Asunción Escorsa

Chief Executive Officer

(Principal Executive Officer)

Exhibit 12.2

CERTIFICATION

I, Jordi Lainz, 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, 2023;

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: March 21, 2024

By: /s/ Jordi Lainz

Jordi Lainz

Chief Financial Officer

(Principal Financial Officer)

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, 2023, 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: March 21, 2024

By: /s/ Enric Asunción Escorsa

Enric Asunción Escorsa

Chief Executive Officer

(Principal Executive Officer)

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

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: March 21, 2024

By: /s/ Jordi Lainz

Jordi Lainz

Chief Financial Officer

(Principal Financial Officer)

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

Wallbox N.V.

Barcelona, Spain

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-263795) and Form F-3 (No. 333-268347, No. 333-268792, No. 333-271116, No. 333-273323 and No. 333-276491) of our report dated March 30, 2023, relating to the consolidated financial statements of Wallbox N.V., which appears in this Annual Report on Form 20-F.

/s/ BDO Bedrijfsrevisoren BV

BDO Bedrijfsrevisoren BV

Zaventem, Belgium

March 21, 2024

Exhibit 15.2

Consent of Independent Registered Public Accounting Firm

Wallbox N.V.

Barcelona, Spain

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-263795) and Form F-3 (No. 333-268347, No. 333-268792, 333-271116, 333-273323, 333-276491) of Wallbox N.V. of our report dated March 21, 2024, relating to the consolidated financial statements of Wallbox N.V, which appears in this Annual Report on Form 20-F.

/s/ Ernst & Young, S.L.

Ernst & Young, S.L.

Barcelona,

March 21, 2024

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.

10.

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.

11.

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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