ENCAVIS AG — Capital/Financing Update 2017

Sep 6, 2017

Capital Stage AG – Conference Call Hybrid Convertible Bond 06. September 2017

Capital Stage – Financing future growth

	Clear growth strategy		Strong and attractive acquisition pipeline
Financing
	Instrument	Status Quo
	Equity (capital increase)	• Increase in the number of shares in 2016 by 68% (CHORUS takeover & small capital increase) • Flexible strategic option for inorganic growth • Dilutive and eligible for dividends		+ / -
	Debt Capital	▪ Attractive financing conditions ▪ Debt financing weights on equity ratio and increases overall leverage		+ / -
	▪ (IFRS) Mezzanine Capital ▪ No dilutive effects (in the first 6 years) ▪ Utilise on current positive 'market window'		Hybrid structure can be accounted for as equity	++

Capital Stage – Equity ratio on target

Capital Stage equity ratio >25%

Debt financing would have weighted on the equity ratio and eventually led to an equity ratio below target

• FY16 has seen to capital increases, one in April and one in October 2017
• In the short/medium term no further capital increase is planned

Capital Stage – Successfull Placement of first Hybrid Convertible Bond

Successful and full placement

• Successfully and fully placed (<5 hrs) by institutional investors
• Hybrid has been oversubscribed multiple times
• Maximum given legal constraints

Strong & renowned Partners

▪ Berenberg and Morgan Stanley acted as Joint Bookrunners

Non-equity binding financing structure

• Attractive financing conditions (equity-linked financial instrument)
• Hybrid can be accounted for as equity on balance sheet (IFRS)
• Strong equity ratio above long-term target (>25%)
• Interest on Hybrid is tax deductible due to the foundation and issuance via a Dutch CS Finance BV

Growth finance of ~EUR 100m secured

• EUR 97.3m secured for further acquisitions in PV/wind parks and/or inorganic growth
• Additionally EUR 40m cash on hand for investment
• Attractive financing conditions and interest rates
• Translates into an investment volume of in total ~ EUR 550m

Hybrid Convertible Bond – Main financing parameters*

Terms	Perpetual/Non-Call 6
Size	97.3
Status	Perpetual Subordinated Convertible Bond
Maturity / First Call	Perpetual / Non-call 6
Issuer Soft Call	130% trigger after 4 years
Issue price (%)	100.0
Dividend Protection threshold	EUR 0.10
Coupon after First Call Date (payable semi annualy)	5.25%
Coupon after First Call date	5yr mid swap rate + [11%] (reset every 5 yrs)
Conversion premium	25.0%
Conversion price (EUR)	7.59
#underlying shares	12.8m
% of total outstanding shares	10.0%

* Assuming a reference share price of EUR 6.0754; maximum of what was possible given legal constraints 5

Cash available for investments ~ EUR 140m

• Wachstumsfinanzierung: Seit Ende 2015 mehr als EUR 160 Mio. gesichert • Hybrid + Cash on hand for investments (equity) = EUR 97.3m + EUR 40m = ~EUR 140m
• Translates into an investment volume (equity + project debt) of >EUR 550m

Outlook – Well filled acquisition pipeline ~200 MW

Positive growth outlook Regional focus

• ► Renewable Energies continue to be a worldwide growth market with double digit growth rates
• ► Investment volume of >EUR 550m
• ► Well filled acquisition pipeline of some ~200 MW (status quo)
• ► Of which ~150 are already in exclusivity; thereof ~50 MW PV and ~ 100 MW wind
• ► Currently active in 8 countries in (Western-)Europe
• ► Further countries in Europe under review; medium/long term Canada/USA
• ► Market consolidation leaves opportunities for inorganic growth