Carbon Revolution (CREV) investor relations material

Significant events and developments

• The company executed multiple amendments to its Proceeds Disbursing and Security Agreement in FY24 and FY25, including the Third, Fourth, and Eighth Amendments, to modify financial covenants, waive certain events of default, and update compliance requirements.

• Amendments included changes to definitions, minimum available cash requirements, revenue and EBITDA covenants, capital expenditure limits, and debt service reserve requirements.

• The Fourth Amendment (March 2024) provided a one-time waiver for specified events of default and restated key financial covenants, including minimum available cash and current ratio requirements, and updated the schedule of financial covenants.

• The Eighth Amendment (April 2025) further amended the schedule of financial covenants and reaffirmed the validity and enforceability of all security interests and guarantees.

• Compliance certificates and reporting requirements were updated, with detailed monthly and annual reporting, financial covenant testing, and required disclosures regarding legal, IP, and insurance matters.

• The company and its lenders reaffirmed all guarantees and security interests after each amendment, ensuring continued enforceability of collateral and obligations.

Financial highlights

• Amendments to the agreement included updated schedules for minimum trailing six-month revenue, adjusted EBITDA, and capital expenditure covenants, with all calculations in AUD.

• The amendments required the company to maintain specific cash reserves and comply with detailed financial reporting and covenant testing.

Risk factors and uncertainties

• The amendments were made in response to events of default and to provide flexibility in managing covenant compliance.

• The company remains subject to strict financial covenants, and failure to comply could result in further events of default.