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Greenvolt Energias Renovaveis

Investor Presentation Jun 9, 2022

1907_iss_2022-06-09_d10daf18-9360-48f2-b4f9-52737595a9df.pdf

Investor Presentation

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Strategic Update

June 2022

Presenting team and agenda

Ricardo Mendes Ferreira M&A and IR GreenVolt

+20 years of experience o/w +14 years in Altri Group

+25 years as top manager o/w +9 years as CEO of EDPR

+35 years of experience o/w +18 years in renewables

Selected relevant experience

01 _Rights issue offer overview

02 _GreenVolt as a unique player in the new energy world

03 _GreenVolt's updated value proposition

01 Rights issue offer overview

Changes in market and political environment enable an increased strategic ambition

Catalysts

• Change in market conditions:

  • Geopolitical instability and restricted access to natural gas leading to energy price hikes and thus, acceleration in renewables
  • Governments acknowledge permitting is the main bottleneck for growth in renewables
  • Inflationary environment and volatility of raw material prices for construction lead to increased appetite to acquire projects at COD
  • Higher power prices incentivize long term PPAs and flourishing of DG which may eventually represent 25% of European consumption in 2030

• Fine-tuning of GreenVolt's strategy that will continue to be focused on the 3 most promising areas of renewables, exploiting its competitive advantage:

    1. Wind & Solar Utility-scale: Development continues to be the segment which brings the biggest value added. However, envisaged sales at RTB/COD will be rebalanced to increase the weight at COD and decrease at RTB
    1. Distributed Generation: Boost growth, increasing GreenVolt's stake in a vast market key for the energy transition
    1. Residual Biomass: Optimization of the plants will continue to be on the center of the Company's strategy, while further acquisitions will be underweighted (but not excluded)

• Acceleration of BP and delivery from 3.6 GW pipeline(1) at IPO to 6.6 GW(1) currently identified (+83% increase)

• Higher growth and profitability than expected (vs. IPO's 2025 targets) keeping a solid balance sheet under a conservative financial policy

The announced capital increase will allow accelerating the strategy, keeping a sound financial policy

Key terms of the Rights Issue

Offer Structure
Capital increase with preferential subscription rights for Greenvolt

Energias
Renovaveis, S.A. ("Greenvolt" or the
"Company") eligible shareholders and investors acquiring such preferential subscription rights (the "Rights Issue")
Offer Size
€99,994,277.12

Proposed placing of 17,792,576 New Ordinary Shares representing around 12.785% of the Company's issued share capital
post to Rights Issue
Subscription Price
€5.62 per share (discount to theoretical ex-rights price of 22.5%)
Subscription
Factor

Subscription factor of 0.14659
Subscription and
Trading Period

Subscription period: from 20th June 2022 to 4th July 2022

Trading period: from 20th June 2022 to 29th of June 2022
Lock-up
180 days
from
the
date of new shares admission
to Euronext
Lisbon
Irrevocable
Commitments
Irrevocable commitments:

Core shareholders of GreenVolt (Promendo
Investimentos
S.A., Caderno
Azul S.A., Actium Capital S.A., Livrefluxo
S.A., and 1
Thing, Investments, S.A.) for c.39% in aggregate

KWE Partners (controlled by V-Ridium's
controlling shareholders): c.9.2%
Underwriters and
Placing Agent

Joint Global Coordinators: BNP Paribas, Banco Santander

Joint Bookrunners: Caixabank, Caixa-Banco de Investimento, Mediobanca, JB Capital Markets

Settlement Agent: Caixa-Banco de Investimento

Issuance key dates

02 GreenVolt as a unique player in the new energy world

GreenVolt: renewables player focused on three business areas in high growth geographies

(1) Excluding TGP; (2) Probability-weighted pipeline in Europe

Outstanding performance and steady growth continued after going public

100% Biomass

Biomass, Solar PV, Wind & development disposals

(1) Excluding Transaction Costs; (2) Recurrent EBITDA, excluding c.€2m from insurance policy; (3) Excluding Transaction Costs

Adjusted

Net Income(5)

Outstanding financial performance testifying GreenVolt's established nature and quality of execution

FY21 in numbers

1Q22 in numbers

Recurring

EBITDA(4)

€180.5m

Net debt(6)

+24%(7)

(1) Pro forma figures include the full year consolidation of TGP, V-Ridium, Profit Energy and Perfecta Energia. Excludes (€5.0m) of transaction costs; (2) Net Income excluding transaction costs and respective tax impact; (3) The 2020 Net income excludes the non-recurring reversal of impairment losses (€6.3m); (4) Excludes (€0.1m) of non-recurring costs; (5) Net Income attributable to GreenVolt excluding non-recurring costs and respective tax impact; (6) Net debt = Bonds (nominal value) + Bank Loans (nominal value) + Other Loans (nominal value) – Cash and Equivalents; (7) Compared against FY21 Net debt

It has been an exciting journey and the ground is being laid to move the story forward

Successful IPO and spin-off from Altri

Flowback absorbed by the market in a very smooth way

On the 25th of May Altri distributed a dividend in kind of the 43% stake it held directly keeping a 19.1% stake(1)

  • 7.8% share price increase in the 5 business days following the distribution in kind

Additional liquidity provided to the stock, more attractive to investors Free float increased to 32.7% (vs. 23.4% pre spin-off)

Altri to remain as a key stakeholder for Biomass supply

Guaranteed supply availability and quality

Biomass cost calculated based on achieved generation output, providing a natural hedge on supply quality / yield

Immediate proximity to Altri's pulp mills and local Biomass suppliers resulting in

FiT scheme with CPI pass-through

significantly low transport costs

Note: Data as of 3 June 2022; (1) Holding 15.5% indirectly through Caima Energia and 3.6% directly

Ambitious

03 GreenVolt's updated value proposition

The geopolitical status has changed the energy sector trends for the upcoming years

Governments increased their goals of renewables weight

  • ✓ The RE Power EU Package should allow to reduce its imports of Russian gas by 2/3 before next winter and completely by 2027(1)
  • ✓ The European Commission (EC) proposes to increase the 2030 target for renewables from 40% to 45%(2)
  • ✓ The EC recognized that permitting is the bottleneck and is encouraging (i) the removal of administrative / market barriers and (ii) the implementation of support schemes to PPAs(1)
  • ✓ Rooftop PV could provide almost 25% of the EU's electricity consumption(2) and the European Solar Rooftops Initiative sets the goal of adding 58 TWh until 2025(1)
  • ✓ More opportunities to invest in renewables in the different value chain segments

(1) Source: REPower EU Package; (2) Source: EU Solar Energy Strategy

GreenVolt is evolving its strategy, setting ambitious targets for a changing environment

At IPO Currently and going forward
Wind and Solar
PV development

Development is the highest return phase of the value
chain, sales primarily at RtB

Additional growth in the development phase, where most of the value lies

Increasingly drive more projects to COD, while still selling at RTB
keeping a
balanced farm down
(case-by-case analysis depending on where the
largest value creation is)

Consolidation and expansion through co-development agreements is the
most effective way to grow with a quick time-to-market

Increase in procurement prices is shifting less-professional investors out of
the construction phase
Focus on development and selectively on
construction of Wind and PV assets
Higher
investment
expected
until
2026E
Wind and Solar
PV operational

GreenVolt
to hold c. 1.0 GW of projects developed on
balance sheet (20-30% of pipeline at IPO)

Hold c.2.0 GW of projects developed on balance sheet (20-30% of existing
pipeline)

Operational assets to be kept in the balance sheet to be long term
contracted namely through long term PPAs
Capture spiking electricity prices and lock
them into the long-run through PPAs
until
2026E
Higher
investment
expected
Distributed
Generation (DG)

Strategy focused on entering in Portuguese and
Spanish markets through opportunistic acquisition of
DG platforms

Accelerated growth on the self-consumption and energy communities
markets on the back of a renewed market demand for renewable energy

Consolidation of positions in Portugal and Spain and entrance in new
markets

Investment increase from <€50m to >€200m

Emphasis on Commercial & Industrial clients and Energy Communities
Proactive approach to the acquisition and
development of new DG platforms
Higher
investment
expected
until
2026E
Residual Biomass
Transpose legacy knowledge from Portuguese
assets to international ones and improve operation
efficiency

Continuous optimization of existing plants

Possible greenfield projects in Portugal of up to 20 MW

Capital allocation flexibility aimed at opportunistic
M&A
despite the
technology
Continue optimising current plants and
investing in new plants, but more
opportunistically
until
Lower
investment
expected
2026E

GreenVolt is the leading Biomass player in Portugal…

Note: All data for FY2021; (1) 2021A calculated over 365 days; (2) 17 years including Mortágua extension

… pursuing European opportunities that can be optimised

Biomass has been an anchor in GreenVolt's strategy, but the company has been increasing its presence in other technologies

  • ◼ GreenVolt expects between €2.5-3.0m/MW of refurbishment capex for Mortágua II in 2023E in order to extend its useful life
  • ◼ Currently analysing two new greenfield Biomass opportunities in Portugal of 10 MW each
  • ◼ The Company remains attentive to opportunities across Europe in which it can overlay its superior operating knowledge

  • ◼ Since the IPO, GreenVolt was able to increase its pipeline by 1.8x, and anticipate RTB or COD projects in 2023 by 2.7x

  • ◼ Recently (2022) V-R signed a PPA in Poland with T-Mobile for 98 MW to start delivering energy in 2023

Wind and solar utility scale: 6.6 GW(1) in project-scarce markets and high growth potential geographies, identifying market niches

(1) Probability-weighted pipeline capacity. Excludes USA and Germany.

GreenVolt's core strategic positioning unchanged: selective extension to COD as a complement to development

GreenVolt's experienced team has the capabilities to develop and selectively construct, fully de-risking wind and solar projects up to COD

Macro trends impacting construction

Modules scarcity due to temporary supply chain distresses leading to temporary increases in prices and creating a mismatch between supply and demand continues to drive volatility

Inflation putting pressure on construction margins

due to rising raw material and logistics costs

Increased perceived risk of construction of renewable assets…

… and pushing less specialized players out of the value chain

…Increasing demand from investors to acquire projects at COD (fully de-risked)

phase… GreenVolt is levering on its competitive advantages to act as a turnkey provider in the new context

Strong track record through an experienced team in developing and constructing renewable assets

Vast industry knowledge to find profitable long-term PPAs (e.g. T-Mobile Polska PPA)

Ability to deliver COD projects, controlling the risk and retaining attractive returns (fixing energy sales price and capex simultaneously)

6.6 GW pipeline(1) to be developed, of which ~2.7 GW RTB or COD by the end of 2023. Additional pipeline will be generated through the BP

Strong DG growth potential in Europe, where 25% of energy consumption is expected to be supplied by this axis

Self-consumption penetration in Portugal and Spain remains significantly below than other European countries

Source: Power Europe, Global Solar Atlas, Monitor Deloitte.

DG: GreenVolt's firm third strategic lever

  • ◼ High growth market, a large consolidation opportunity
    • o Global mega trends driving Distributed Generation
    • o Energy communities as the enhancement of self consumption
    • o Cross selling as a key lever to push growth (i.e. batteries and EV chargers)
  • ◼ Industrial and residential clients-focused operators

    • o Family houses: customers seek simple solutions (1.5- 15 KWp) with significant cost savings
    • o Dwelling buildings, SMEs and other (i.e. schools): clients seeking sustainability and savings (10-100 KWp)
    • o High street and hotels: sophisticated customers seeking strong savings (above 100 KWp)
    • o Industrial (large projects with sophisticated customers) looking for short paybacks (> 120 KWp)
  • ◼ Take advantage of market's under-penetration and capture significant growth opportunities available

  • ◼ Target full integration within GreenVolt and activate synergies
  • ◼ Enhance access to consumer, increasingly strategic in the new energy transition
  • ◼ Increase GreenVolt's ESG commitment

Given high growth prospects, DG has accelerated as a strategic pillar of GreenVolt

The DG market has shown high growth enhanced by the high electricity pool prices, representing a strong opportunity to further consolidate GreenVolt's position in this business unit

(1) GreenVolt has the option to acquire the company's entire share capital in 2024; (2) GreenVolt has the option to acquire the company's entire share capital in 2026

Having outperformed IPO expectations, it's time to pursue more ambitious goals

(1) Probability-weighted pipeline. Excludes USA and Germany

GreenVolt plans to invest ~€3.8-4.2bn until 2026, with moderate increase of financial debt

Committed to a conservative financial policy: mid-term sustainable leverage target Net debt / EBITDA of 3.5-4.0x

(1) Net debt = Bonds (nominal value) + Bank Loans (nominal value) + Other Loans (nominal value) – Cash and Equivalents

GreenVolt has a unique positioning within the renewable sector…

...with the best skills…

…to face the opportunities that lie ahead

Appendix

Current Shareholder structure

GreenVolt's value creation for each type of project

GreenVolt's investment decisions to be based on best risk-adjusted returns across core markets

Notes: Exit values in Poland are derived from historical V-ridium transactions and in-depth knowledge regarding investor yield expectations. Exit values in Greece are derived from V-ridium insight into market transactions and in-depth knowledge regarding investor yield expectations. In the case of Italy and France, despite those markets currently yield higher exit values, V-ridium is assuming a compression of exit values due to increased competition. (1) Only assuming value creation.

Selective M&A supporting Biomass and Wind & Solar Utility Scale development

Jun-21 -
Acquisition of 51% in TGP
42 MW operating Biomass plant in UK

International expansion of biomass activities and entry in UK market

Solid remuneration scheme (ROCs framework until 2037)

Room to efficientise
the plant bringing internal know-how
Sep-21 –
Acquisition of 51% in KSME
Polish operator in energy and storage development with 5.56 GW pipeline
(1.4 GW secured grid connection)

Reinforced presence in the Polish market with pipeline strengthening

Incorporation of storage development to GreenVolt's
portfolio
Jan-22 –
Acquisition of resources from Oak Creek Energy Systems
California-based
company
for
the
promotion and development, construction
and operation of renewable projects

International expansion: Key milestone of entering the US market

Local capabilities through a seasoned and experienced team
Mar-22 -
Acquisition of a 35% in MaxSolar
Leading company in the development, implementation and management of
solar PV and battery storage projects

International expansion to Germany and Austria

Leading player in the German market

Pipeline of 3.2 GW, of which 0.8 GW in advanced stage of development
May-22 –
Acquisition of the LIONS park
45 MWp
solar PV park in operation in Romania

Stable generation profile and remuneration scheme (merchant + green certificates)

Opportunity to optimize through a PPA
May-22 –
Acquisition of wind farm project
Utility-scale wind farm project in Iceland with 90 MW under development

International expansion to the Icelandic market

Expected to be the first utility scale on-shore wind park in Iceland

Opportunity to establish as a reference player in an embryonic market
34

With a sustainable HR strategy, GreenVolt is enabled by the best talent across Europe

GreenVolt talent counts with >250 people from 17 different nationalities distributed across 8 geographies

Competitive HR policy focused on recruitment and retention

Well-defined HR strategy, based on attracting and retaining top-tier people across different geographies

Clear ESG-focused investment proposition under a best-practice Governance model

Main policies and initiatives

  • ◼ Leader in forest-based renewable energy in Portugal growing in other renewable energy sources
  • ◼ SBM Green Bond. 1 st green bond listed on Euronext Access Lisbon
  • ◼ Additional €100m Green Bond issued in Nov 2021 for a 7-year tenor with an annual fixed interest rate of 2.625%
  • ◼ Member of the United Nation's Global Compact since January 2021

◼ Finance for the Future Award (Euronext Lisbon Awards 2020 edition)

Well structured Governance

  • ◼ Incorporating international guidelines
  • ◼ Well-balanced and diverse Board of Directors
    • ◼ c.36% of independent members
    • ◼ c.36% of female members
  • ◼ Well-established and organised system:
    • ◼ Remunerations and Nominations and Audit, Risk and Related Parties committees
    • ◼ Strategic and Operational Monitoring Committee
    • ◼ Ethics & Sustainability Committee
    • ◼ Strong Code of Ethics and active Risk Management
    • ◼ Reporting and disclosure according with market references

Strong Human Resources policies

  • ◼ Active employee retention policies
  • ◼ Retribution policies with GreenVolt's objectives fully aligned
  • ◼ Best-in-class training policies
  • ◼ Focus on diversity

Reinforced positioning as a European leader in sustainability with recent green bonds issuance

GreenVolt Green Bond issued in Nov 2021 (€100m) SBM Green Bond (€50m)
Overview
GreenVolt's
Green Bond Framework intends to finance/refinance
new/existing renewable energy
and energy efficiency projects,
integrated pollution prevention and control, M&A transactions
within the renewable energy sector, and other related and
supporting expenditures such as R&D

In order to finance its investments, SBM has developed the SBM Green
Bond Framework under which it has issued the SBM 2019-2029 Green Bond
Use of
proceeds

The use of proceeds
of the first issuance were exclusively
allocated to the acquisition financing of Tilbury Green Power
Holdings

Proceeds
will be exclusively allocated to finance the development of the
34.5 MW capacity Biomass power plant, which will be attached to the pulp
mill of Celbi
Eligibility
process

An independent specialized company confirmed that the Green
Bond Framework is in line with the Green Bond Principles (version
2021), with an eligibility criteria
in the following areas:
1.
Renewable and Clean Energy
2.
Energy Efficiency
3.
Integrated Pollution Prevention and Control

SBM Green Bond Framework defines eligibility criteria in the following areas:
1.
Renewable and Clean Energy
2.
Integrated Pollution Prevention and Control

SBM Green Bond Framework reviewed through Sustainalytics
obtaining a
positive Second-Party Opinion on the Framework's environmental
credentials and its alignment with the Green Bond Principles

V-Ridium: Strong local and reputed development team with proven delivery capabilities of pipeline development and asset rotation

(1) Net pipeline, including co-developments

Disclaimer

PLEASE READ THE FOLLOWING BEFORE CONTINUING: IN REVIEWING THE INFORMATION CONTAINED IN THIS PRESENTATION, YOU ARE AGREEING TO ABIDE BY THE TERMS OF THIS DISCLAIMER. THIS INFORMATION IS BEING MADE AVAILABLE TO EACH RECIPIENT SOLELY FOR ITS INFORMATION AND MAY BE SUBJECT TO AMENDMENT.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

This document has been prepared by GreenVolt – Energias Renováveis, S.A. (the "Company"), solely for general informational purposes of the respective recipients (the "Recipients") and use at the presentation to be made on this date. The information herein is not intended to constitute professional advice.

This document, together with any other materials, documents and information used or distributed to the Recipients in the context of this presentation, does not constitute or form part of and should not be construed as an offer (public or private) to sell or issue or the solicitation of an offer (public or private) to buy or acquire shares of the Company or of any of its affiliates or subsidiaries in any jurisdiction, nor as an inducement to enter into investment activity in any jurisdiction (including the United States of America, the European Economic Area, Australia, Canada, South Africa and Japan) and any Recipient hereof shall not rely upon it or use it to form the basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction (a "Transaction") or otherwise, particularly any proposed Transaction that may potentially be executed by the Company and lead-managed by BNP PARIBAS and Banco Santander, S.A. (the "Banks").

By attending a meeting where this presentation is made, or by reading this presentation, the Recipients acknowledge and agree to be bound by the limitations and restrictions set forth herein.

Any decision to subscribe, purchase or otherwise invest in any securities of the Company or any of its affiliates or subsidiaries within the scope of a Transaction (public or private) shall be made solely on the basis of the information to be contained in the relevant prospectus provided to investors and to be published in due course in relation to any such Transaction, as supplemented, if applicable and in accordance with all the applicable rules and regulations. Those documents shall contain the full terms and conditions of any Transaction, including details of how and when shares to be issued by the Company under an offer may be subscribed and investment orders in respect thereof may be amended or revoked.

Matters discussed in this document may constitute forward-looking statements. Forward-looking statements are statements other than in respect of historical facts. The words "believe," "expect," "anticipate," "intends," "estimate," "will," "may", "continue," "should" and similar expressions usually identify forward-looking statements. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; economic outlook and industry trends; energy demand and supply; developments of the Company's markets; the impact of legal and regulatory initiatives; and the strength of the Company's competitors. The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Important factors that may lead to significant differences between the actual results and the statements of expectations about future events or results include the company's business strategy, financial strategy, national and international economic conditions, technology, legal and regulatory conditions, public service industry developments, cost of raw materials, financial market conditions, uncertainty of the results of future operations, plans, objectives, expectations and intentions, among others. Such risks, uncertainties, contingencies and other important factors can cause the actual results, performance or achievements of the Company or industry results to differ materially from those results expressed or implied in this presentation by such forward-looking statements. Thus, any statement, estimate or forecast in this document with respect to the future may prove to be incorrect.

The information disclosed herein with respect to past performance is provided only for illustrative purposes and shall not be deemed as an indication regarding future performance.

All information, opinions and statements presented in this document are as of this document's date and, therefore, may be subject to change without notice, unless if required by applicable law. The Company and/or the Banks, their respective directors, representatives, employees and/or advisors do not intend to, and expressly disclaim any duty, undertaking or obligation to, make or disseminate any supplement, amendment, update or review any of the information, opinions or forward-looking statements contained in this document to reflect any change in events, conditions or circumstances of which the Company and/or the Banks become aware, whether specific or general, regardless of the possible material impact on any such information or opinions.

Disclaimer (cont'd)

This document does not purport to provide a complete and detailed description of the Company, its activities or the markets in which the Company operates, neither an assessment of the Company's social or economic condition. This document merely intends to give a brief description of the Company and does not dispense a complete and thorough analysis of the documents in respect of any proposed Transaction. Accordingly, no representation and warranty is provided with respect to the completeness and accuracy of the information contained in this document. In this regard, although the information contained in this presentation has been obtained from sources which the Company believes to be reliable, it has not been independently verified and no representation or warranty, express or implied, is made and no responsibility is or will be accepted by the Company and/or the Banks as to or in relation to the accuracy, reliability or completeness of any such information.

The Company and/or the Banks, and their directors, managers, consultants and employees may not and shall not be held liable nor responsible for the contents of this document, nor by its completeness, accuracy, or adequacy of the information contained herein, or of any other information provided orally or in writing in connection with this document, except when such liability or responsibility may not be excluded by law. The Company and/or the Banks, and their directors, managers, consultants and employees may not and shall not be held liable nor responsible for any consequences resulting from the use of this presentation, as well as for the reliance upon any information, opinion or statement contained herein, nor for any omission, in particular but without limiting the Company and/or the Banks shall not be responsible for any direct or indirect losses or damages that may arise from any use, manipulation, modification, update, revision or correction, whether intentional or not, of the information contained in this document.

No securities to be issued by the Company within the scope of a Transaction have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state of the U.S. for offer or sale; and such securities may not be offered or sold (and preferential subscription rights may not be exercised) within the U.S. unless on a limited basis, if at all, in reliance on an exemption from, or transaction not subject to, the registration requirements of the U.S. Securities Act.

This document is governed by Portuguese law and Portuguese courts shall have exclusive jurisdiction to settle any dispute arising from this document.

Thank you

If you need more information, please contact us through GreenVolt's IR department: Ana Fernandes – Head of IR [email protected]

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