EAM Solar

Pre-Annual General Meeting Information • Oct 9, 2015

EAM SOLAR ASA SHAREHOLDERS' MEETING

9th of October 2015

AGENDA

• Focus
• Operational status
• Corporate status
• Events and processes timeline
• Legal documentation & processes
• Triggers and actions Q4'2015
• Operations going forward
• Q&A session

FOCUS

Status

• Normal technical operation of all power plants
• EAM formally acknowledged as victim of a criminal contractual fraud in Italy
• EAM Forensic Investigation results confirms fraud

Focus in October/November 2015

• 1. Finalizing Forensic Investigation of P31 Acquisition
• 1. Lawsuit against Enovos and Avelar and expanding criminal proceedings
• 1. Preparing restructuring to achieve new growth, value creation and to resume dividend payments

Power production

• All 25 power plants in normal production at the end of September
• 99% of budget production YTD
• 17 power plants not receiving FIT payments since July 2014
• Lightning strike on Codroipo in July with 0.5MWh production loss. Lost production value and repair covered by insurance

Cost reduction measures

• Improving O&M operations
• O&M cost in North Italy to be reduced 50% next 12 months based on executed actions
• O&M operation improvement in South Italy planned for 2016 implementation

CORPORATE STATUS

Criminal proceedings in Italy

• EAM formally acknowledged as victim of a criminal contractual fraud by the Criminal Court of Milan
• Criminal Court of Milan acknowledged the financial responsibility of Enovos/Avelar/Aveleos for economic damages - all companies now summoned by the court
• Preparation for criminal and civil court proceedings in Luxembourg and Switzerland against Enovos and Avelar

Administrative proceedings in Italy

• GSE maintains non-payment of FIT for 17 SPPs (suspension)
• At current GSE has an unpaid electricity bill of EUR 9m increasing by EUR 0,6m per month
• GSE instructed by the Administrative Court to make a final decision on the validity of the FIT contract by end-July 2015
• Inactivity and breach of administrative law by GSE triggers further legal actions against GSE in October 2015

EAM going forward

• Three initiatives for profitable new growth

EVENTS & PROCESS TIMELINE JULY 2014 – FEB 2015

July 2014	August 2014	September 2014	October 2014	November 2014	December 2014	January 2015	February 2015
15th Closing and payment of P31 24th News of arrests of	6th Injunction motion against Aveleos prepared in Luxembourg	1st EAM effectuated seizure of Aveleos bank accounts in Luxembourg	11th Standstill agreement negotiated 16th petition filed to	3rd technical report internal investigation delivered	18th TAR rules in favor of GSE to continue FIT suspension. EAM files appeal with higher court	1st EAM enters into new market electricity sales contracts. January production payment to be	5th Prosecutors office files final investigation to the Criminal Court of Milan
Avelar Directors	18th Injunction filed in Court of Luxembourg	15th EAM criminal complaint process with	Administrative Court (TAR) in Rome for	Request and filing to Aion and Helios	(State Council)	received in mid March (55 days)	Release notice of EUR
25th FIT contracts change status to suspended on GSE	19th Meeting with Renova/Avelar in Zurich	Criminal Court of Milan formally initiated	annulment of GSE FIT suspension	bankruptcy for access to documents	Second part of SPA purchase not executed the 19th of December –	27th The state Council rules that the GSE	3.2m in favor of EAM issued by the Court of Milan
portal in the afternoon	19th Court of	24th Meeting between EAM and Enovos/	17th Standstill agreement put in force	Forensic investigation and fact finding	Aveleos (Enovos/Avelar) to pay-back part of	suspension measure is unlawful and	11th EAM receives a
27th preparation of legal actions against GSE and	Luxembourg approved injunction of EUR 33m	Renova/Avelar in Copenhagen	23rd Revised suspension	continues	amount received the 15th of July under original	consequently not valid, and orders TAR to	court ruling giving EAM access to all files of the
suspension measure started	Work for release of seized funds started	30th Meeting Sellers for standstill agreement	notice received from GSE		SPA. Non-payment by the 22nd of December further invalidates the	conduct a hearing as soon as possible on the merits of the case. EAM	AION bankruptcy estate
28th Preliminary criminal Indictment documents		discussions	24th Meetings with GSE and UniCredit conducted		SPA.	issues invoices for suspended FIT and
received			30th First TAR hearing			withheld RID
31st Claim notice to Sellers filed of Minimum EUR 200m			conducted. Decision to postpone hearing due to GSE revised suspension
Internal forensic			notice
investigation with advisors initiated			31st GSE cancels RID contracts from 1st of January 2015

EVENTS & PROCESS TIMELINE MARCH – OCTOBER 2015

March 2015	April 2015	May 2015	June 2015	July 2015	August 2015	September 2015	October 2015
Meeting with Municipalities and landowners in South Italy Initial release of EUR 3.2m revoked by the PM	The Administrative court in Lazio (TAR) decided that the suspension measure and the merits of the suspension would be subject to a court decision the 9th of July for 7 of the 17 power plants	In the first week of May GSE conducted physical inspections together with EAM personnel of the 17 suspended power plants, and in addition GSE has received information requested related to the construction and	3rd of June - Preliminary hearing in the criminal proceeding started Decision by the Criminal Court of Milan (i) EAM is victim of a criminal	On the 9th of July the administrative court (TAR) decided that since GSE had conducted inspections and was in the process of concluding their internal evaluation of the validity of the FIT with a definite	Aveleos summoned EAM for breach of standstill agreement in Civil Court of Milan in order to avoid being held financially liable for the economic damage caused by Enovos/Avelar/Aveleos for the criminal	Based on the lack of decision and breach of law, GSE is summoned by EAM. Administrative court is asked make urgent measures against GSE. The court may decide on this issue in October 2015.	The Administrative court in Lazio (TAR) is set to make a new decision to instruct GSE in fulfilling their administrative obligations on the 29th of October Criminal hearing
	GSE issued a new suspension measure on the 30th of April with a 90	permitting of the PV power plants in 2010 and 2011. Most of this documentation was	contractual fraud (ii) EAM to summon Enovos, Avelar	deadline being the 29th of July 2015, TAR ruled that GSE should make their conclusion within the July	contractual fraud against EAM. Judge ruled that Aveleos	EAM met with the CEO of GSE, Mr Sperandini, in order to see if a	continuance postponed from 20th of October to 2nd of December
	day finite timeline for a decision by GSE on the validity of the FIT contracts of all the 17 power plants.	previously received by GSE in 2010 and 2011 as part of the FIT application	Energy and Aveleos as financially liable for damages due to the criminal contractual fraud	deadline. No decision taken by GSE within the deadline of the 29th of July and GSE has not resumed payments of the FIT.	was in breach initially of the agreement and dismissed their request to not be be held financially liable for the fraud against EAM.	negotiated solution could be found. The meeting took place the 14th of September 2015 in Rome. Present in the meeting were GSE, representatives from the	EAM finalizing necessary documentation in order to pursue the prudent legal actions at this stage in Italy, Luxembourg and Switzerland against all responsible parties for
			The next hearing in the Criminal Court postponed to 15th and 17th of September due to	Consequently, GSE is now in breach with the order issued by the Administrative Court of	Three P31 SPVs where summoned by the criminal court of Milano as financially liable	ministry, EAM and the Norwegian Ambassador to Italy, Mr Grydeland.	the criminal contractual fraud
			summons procedure	Lazio (TAR) Standstill agreement with Aveleos terminated – agreement now	towards GSE for possible criminal activities when receiving FIT contracts in 2011	Aveleos summoned EAM in Luxembourg for breach of standstill Agreement – court hearing scheduled 4th of

considered as part of the contractual fraud

December

LEGAL DOCUMENTATION & PROCESSES

P31 ACQUISITION FORENSIC REPORT

This document contains the results of the forensic investigation conducted by EAM and external experts in conjunction with the suspension of the FIT payments by GSE and the criminal investigations of the power plants transferred to EAM Solar ASA as a result of the P31 Acquisition

This document is strictly confidential and the property of EAM Solar ASA and Energeia Asset Management AS.

P31 ACQUISITION NARRATIVE

This document contains the narrative and documentation of the "P31 Acquisition" from the period 10th of April 2013 until the 1st of October 2015

This document is strictly confidential and the property of EAM Solar ASA and Energeia Asset Management AS.

CLAIMS & DAMAGES REPORT

For EAM Solar ASA and associated companies in conjunction with the P31 Acquisition

October 2015

EAM Solar ASA

Criminal cases

• Evidence of fraud under EPC contract
• Confession of guilt concerning European content premium given to the Criminal Court of Milan the 17th of September
• Preliminary results from EAM forensic investigation of PV modules supports confession
• Evidence of fraud under P31 Acquisition SPA
• Lack of willingness to discuss practical solutions from Enovos/Avelar support evidence of factual "bad faith" contractual approach

GSE administrative case

• GSE believed to have breached Italian administrative law, European union law and the Energy Charter Treaty in the execution of the payment suspension measures
• GSE not adhering to the court ruling conducted by the State Council and the Lazio Administrative Court

Forensic investigation

• Investigation concluded based on the facts EAM and external experts can receive at this point

• Several additional parties to be held liable for fraud and gross negligence and consequently will be held responsible for covering economic damages towards EAM based on the factual circumstances relevant to the P31 Acquisition

• Restructuring pending status of legal processes in Q4'2015

• New growth initiatives in the Netherlands with debt funding at sensible levels
• MoU signed with the Government of Myanmar Feasibility study to be finalized in Q1'2016
• Focus on cost reduction and improvement of operations