ENCAVIS AG — Investor Presentation 2016

Sep 1, 2016

Capital Stage AG Earnings Call HY16

Capital Stage AG HY 2016

Capital Stage – Highlights HY2016

Financial resources for growth

• § Increase of CS' share capital by app. 10 percent of the existing authorized capital, generating gross proceeds of almost EUR 50m
• § Loan note > EUR 23m in Dec. FY15
• § Successful refinancing of UK parks > EUR 11m

New Investments raising total generation capacity to 613 MW

• § February: Acquisition of four solar parks in Italy (16.9 MW)
• § March and May: Acquisition of two solar parks in UK with 5 MW each
• § May: Acquisition of a wind park close to the coast (18 MW)
• § July: Acquisition of a 6.4 MW wind park in Lower Saxony
• § August: 7.5 MW windfarm in Northrhine-Westphalia acquired
• § Attractive solar park pipeline of 61 MW secured in France (not included in 613 MW)

Brexit – Cashflows hedged

• § Hedging strategy in line with Capital Stage's conservative investment strategy
• § GBP cashflows to CS hedged for the next two years

Takeover offer for Chorus clean energy

• § Announced May 30, offer period July 28 to Sept 16
• § One of the largest listed independent solar and wind park operators in Europe by market capitalisation
• § Combined capacity of more than 1 GW
• § Strong increase in free float market cap expected supporting attractiveness and liquidity of the stock

Strong growth in key financials

• § Strong growth despite unfortunate weather conditions
• § Guidance for FY2016 confirmed

Capital Stage – Balanced regional portfolio diversification*

Germany France				Italy		UK
Solar: Parks:	147.1 MW 19	Solar: Parks:	140.7 MW 14	Solar: Parks:	103.7 MW 35	Solar: Parks:	83.4 MW 13
Wind*: Parks:	131,9 MW 11	Wind: Parks:	-- MW --	Wind: Parks:	6.0 MW 1	Wind: Parks:	-- MW --
Total: Share:	279.0 MW 45.5%	Total: Share:	140.7 MW 22.9%	Total: Share:	109.7 MW 18.0%	Total: Share:	83.4 MW 13.6%
Total: 612.8 MW							Solar-Park Wind-Park

Capital Stage – Strong expansion of PV and wind portfolio in 2016*

Capital Stage AG Operational figures 1 HY 2016

Capital Stage – Figures in line with operational Guidance* 2016

• Strong growth of operational key figures due to realized acquisitions
• Key figures influenced by solar irradiation and windperformance in HY 2016 which was below long-term average and below HY 2015 which enjoyed above average irradiation; EUR 3 m effect in all key figures
• Strong Operational cashflow development weakened by low irradiation and wind but improved by tax effects

(in mEUR)	1 HY 2015	1 HY 2016	Change (yoy)
Revenues	52.4	64.9	+24%
Operational EBITDA	42.0	50.8	+21%
Operational EBIT	27.8	31.9	+15%
Operational Cashflow	22.8	50.2	+120%

Capital Stage – Effects on operating cashflow 1 HY 2016 (in mEUR)

Capital Stage AG Financials (IFRS) 1 HY2016

Capital Stage – P&L Overview (in TEUR)

IFRS (in TEUR)	1 HY 2015*	1 HY 2016	Δ yoy in %
Revenues	52,443	64,850	+23.7
Other income	10,625	5,458
Cost of materials	-371	-408
Personnel expenditures	-2,557	-2,781
Other expenditures	-8,435	-13,186
EBITDA	51,706	53,933	+4.3
Depreciations	-17,936	-25,219
EBIT	33,769	28,714	-15.0
Financial income	1,803	451
Financial expenditures	-14,462	-28,478
EBT	21,110	688	-96.7
Taxes	-5,277	-1,352
EAT from continued operations	15,833	-665
Earning effects from discontinued operations	-349	0
EAT	15,484	-665	-104.3

* Adjusted for discontinued operations with the sale of the Helvetic Energy, Switzerland

Capital Stage – P&L non-cash-related IFRS effects in 1 HY and Q2 2016

IFRS (in TEUR) 1.HY 2015*		1.HY 2016	IFRS (in TEUR)	Q2 2015*	Q2 2016
Revenues	52,443	64,850	Revenues	34,849	42,499
Other income	10,625	5,458	Other income	5,672	3,989
thereof PPA adjustments	9,395	919	thereof PPA adjustments	4,872	1,433
Cost of materials	-371	-408	Cost of materials	-180	-135
Personnel expenditures	-2,557	-2,781	Personnel expenditures	-1,744	-1,579
Other expenditures	-8,435	-13,186	Other expenditures	-4,973	-7,020
EBITDA	51,706	53,933	EBITDA	33,624	37,752
Depreciations	-17,936	-25,219	Depreciations	-9,602	-12,646
thereof DPR	NA	1,600	thereof DPR	NA	800
EBIT	33,769	28,714	EBIT	24,022	25,107
Financial income	1,803	451	Financial income	1,709	408
Financial expenditures	-14,462	-28,478	Financial expenditures	-7,502	-12,642
EBT	21,110	688	EBT	18,229	12,873
Taxes	-5,277	-1,352	Taxes	-3,523	-4,698
Disc. operations	-349	0	Disc. operations	-143	0
EAT	15,484	-665	EAT	14,564	8,176

* Adjusted for discontinued operations with the sale of the Helvetic Energy, Switzerland 11

Capital Stage – Key figures improved by capital raise

Balance sheet		2011	2012	2013	2014	2015	1.HY 2016
Balance sheet total	TEUR	299,980	455,017	593,191	985,799	1,318,527	1,330,361
Equity ratio	%	30.5	28.6	35.0	24.7	19.8	21.8
Operating ROE	%	5.4	5.7	5.6	7.2	10.2	n.a.
Operating ROCE	%	5.7	5.2	5.0	5.7	7.1	n.a.
Net Gearing		1.6	1.8	1.5	1.8	2.5	2.9
Net Debt/ EBITDA		5.1	6.0	5.2	4.7	6.7	n.a.

Capital Stage AG Guidance 2016

Capital Stage – Operational* Guidance FY2016

• ü Guidance 2016 confirmed
• ü Since most acquisitions in 2016 will be connected to grid end 2016/beginning 2017 no P&L contribution in 2016
• ü Based on existing portfolio as of August 31, 2016
• ü Further investments under investigation

(in mEUR)	FY2015	1 HY2016	Guidance FY2016
Revenues	112.8	64.9	> 130
Operational EBITDA	86.8	50.8	> 100
Operational EBIT	55.4	31.9	> 60
Operational Cashflow	74.5 (81**)	50.2	> 93 (86.6)

Capital Stage – Upside potential FY2017

• § Most of projects acquired in 2016 will be connected to the grid end of 2016/start of 2017 and therefore contribute to p&l 2017 in full
• § Attractive project pipeline in key markets
• Already secured 60 MW solar park pipeline in France
• Pipeline in key markets on hand ~ 180 MW
• § Screening new potential markets
• e.g. Scandinavia, Benelux, Ireland, USA, Canada
• § CHORUS
• If 50 percent plus 1 share is turned in by Sept 16, full consolidation Chorus in Capital Stage balance sheet in 2017
• Growth in CHORUS' additional wind markets UK, France, Austria, Finland and Sweden possible
• Combined company with better access to alternative sources of financial funds and higher visibility for sellers of PV parks and windfarms

Combination with CHORUS Clean Energy AG

Combination underlines our existing equity story

A combination with CHORUS Clean Energy AG is a logical step to execute our strategy and matches all our criteria

Compelling transaction rationale

Together creating a relevant independent European solar and wind park operator

Key terms of the recommended offer

All-share offer for 100% of the share capital of CHORUS l Financial terms For every 3 CHORUS shares, CHORUS shareholders are offered 5 Capital Stage shares l of the offer Capital Stage: closing price1 of €6.39 per share and 3-month VWAP of €6.902 per share l CHORUS: closing price1 of €8.17 per share and 3-month VWAP of €8.482 per share l
Business combination agreement signed by Capital Stage and CHORUS l Recommended Offer recommended by management and the supervisory board of CHORUS l Offer/ BCA
Approx. 15% of the shares of CHORUS have been tendered via irrevocables by l Tender Peter Heidecker, chairman of the supervisory board and largest shareholder of CHORUS (via PELABA) ─ Commitments Management board members ─
28 Jul 2016 Start of offer period	4 Aug 2016 CHORUS supports takeover offer (statement pursuant to §27 of the German Securities Acquisition and Takeover Act)		16 Sept 20163 End of offer period (Deadline to accomplish the minimum acceptance ratio)
Timeline

Key transaction features and notes for CHORUS shareholders

l The offer is subject to the following conditions

• ─ Minimum acceptance ratio of 50% + one (1) share (if this ratio is not reached, the offer lapses and CHORUS shareholders will not benefit from the attractive premium of 36% to the 3-months VWAP1 offered by Capital Stage)
• ─ Registration of the implementation of the capital increase
• l Improvement of the offer by Capital Stage legally excluded
• ─ Capital Stage shareholders have adopted the resolution for the capital increase in-kind to issue new shares up to the maximum amount to acquire 100% of the share capital of CHORUS at the ratio of 5 Capital Stage shares for every 3 CHORUS shares; this resolution and thus the ratio cannot be modified
• ─ No alternative consideration for CHORUS shareholders available
• l Uncertain consequences for CHORUS shares if the offer fails
• ─ If this offer fails, it is uncertain whether CHORUS shares may be influenced by a possible reduction in the free float and liquidity
• ─ Therefore it is not predictable, if a possible reduction in the liquidity of CHORUS shares may lead to considerably sharper future price fluctuations
• ─ Furthermore, it is uncertain whether the share price of CHORUS shares will remain at the same level, fall or rise

Key transaction features and notes for CHORUS shareholders (cont'd)

l Strategic intentions following a successful offer

• ─ The combined company, arising out of the successful execution of this offer, creates one of the largest listed independent operators of solar and wind projects in Germany and Europe
• ─ As expressed in the Offer Document, Capital Stage has currently no intention to enter into a domination and/or profit transfer agreement or conduct a squeeze-out
• ─ Capital Stage and CHORUS have agreed in the Business Combination Agreement, that any of such measures would be jointly reviewed depending on the shareholding in CHORUS at an appropriate time
• ─ Consequently neither a specific timeline nor due dates have been discussed or agreed upon to conduct these optional corporate measures

l New shares to be listed on Frankfurt stock exchange and entitled to dividend for 2016

Key benefits of the recommended offer

ü Based on the proposed share-deal and current trading, the combination is value accretive to the shareholders of Capital Stage

• ü The offer implies a value per CHORUS share of €11.501 per share based on the 3-months VWAP of Capital Stage
• ü The implied offer price represents a very attractive premium of 36% to the 3-months VWAP of CHORUS1

Benefits to the shareholders of the combined entity

• ü Participation in potential value creation based on
• substantially enlarged platform
• revenue and cost synergy potential
• taking an active role in the industry consolidation
• ü Shareholding in one of the largest European listed independent renewables power producer with >1 GW capacity
• ü Strong increase in free float market cap expected supporting attractiveness and liquidity of the stock

Increased scale 1

The combination will create one of the leading independent players of renewable energy...

• l European IPP with 1,126 MW capacity incl. asset management of 211 MW l Strong track record of growth/ consolidation l Deliver full range of services incl. asset management +
• l Visible scale attracting of investors

Increased scale 1

...with a strong financial profile

(in €m)		1	Combined (PF)
Market capitalization (as per 27 May 2016)	226	529	8242
Enterprise Value3	495	1,424	1,9402
Net financial leverage3 / equity ratio	5.9x / 35%	8.6x / 22%	6.2x / 29%
Installed capacity (MW) (latest information available)	513	613	1,126
Production (GWh) (as per 31 December 2015)	242	596	837
2015 financials (based on pro-forma financials as per annex of offer document)
Sales	59	113	171
EBITDA / margin %	42 / 72%	100 / 89%	137 / 80%
EBIT / margin %	22 / 37%	53 / 47%	62 / 36%
Employees (as per May 2016)	33	48	81

Creation of a leading independent producer of renewable energy with a combined capacity of 1,126 MW including asset management activities of 211 MW

MW development of assets

MW Solar Capital Stage MW Wind Capital Stage MW Solar CHORUS MW Wind CHORUS

Complementary footprint by energy source 1

The combination leads to a balanced portfolio of wind and solar parks with strong remaining FiT lifetime1

Portfolio overview

	Solar			Wind			Solar & Wind
Installed Capacity (MW)	Capital Stage (own)	CHORUS (own)	CHORUS AM2	Capital Stage (own)	CHORUS (own)	CHORUS AM2	Combined
Germany	147	104	7	132	57	101	548
France	141	-	12	-	65	44	262
Italy	104	45	7	6	-	-	162
United Kingdom	83	-	-	-	-	18	101
Austria	-	-	-	-	30	-	30
Finland	-	-	-	-	-	13	13
Sweden	-	-	-	-	-	10	10
Total	475	149	26	138	152	186	1,126
Total installed capacity: 1,126 MW (incl. asset management of 211 MW)

Complementary footprint by geography 1

Combined strong position in core markets Germany, France and Italy and added complementary market presence in the UK, Austria, Sweden and Finland

Location of parks by country

• Current CHORUS presence
• Current Capital Stage presence
• Number of solar parks
• Number of wind parks

Installed capacity by geography

Enlarged platform for growth 2

Combined platform to allow for an additional source of growth

Optimization and best practice 3

Experienced management team to create further value of the combined entity by unlocking operational and financial synergies

capitalization

Technical & commercial management	Benefit from internal technical management l capabilities and better market access to third-party technical and commercial service providers Sequent transfer of technical O&M contracts for l > 100 MW in Germany and > 50 MW in Italy
	(existing CHORUS portfolio) from external service companies to Capital Stage Solar Service
Best practice in operations	Synergistic dialogue and collaboration of combined l teams throughout all areas and functions working on a stronger international platform
Financial synergies
Cost of capital	Improved business profile of the combined entity l with the goal to lower cost of capital / debt financing
Improved combined	Improved capitalization, benefiting from an l improved net leverage/ equity ratio

Diversification of funding base l Access to a broader spectrum of financing instruments with further potential to reduce cost of debt

Operational synergies Envisaged management team of Capital Stage

Prof. Dr. Klaus-Dieter Maubach CEO

• l Joined Capital Stage in November 2015
• l Previously held senior management positions at Elektrizitätswerke Wesertal, E.ON SE, E.ON Avacon and E.ON Energy

Dr. Christoph Husmann CFO

• l Joined Capital Stage in October 2014
• l Previously held senior management positions at VEBA, STINNES, HOCHTIEF and HOCHTIEF Projekt-Entwicklung

Holger Götze COO

• l Joined CHORUS in 2012
• l Previously held senior management positions at a German subsidiary of an international bank, a leading German leasing company and LHI

Improved capital markets profile 4

Combined entity to become one of the largest European listed independent players in the renewable space

Benchmarking by market capitalization (€m) 935 824 813 730 529 457 409 397 363 319 319 290 226 225 103 = European listed renewable companies = UK listed YieldCos Combined Largest listed renewable player in Germany and one of the largest in Europe 1

The combination of Capital Stage and CHORUS creates the largest German listed independent renewable player and one of the largest in Europe

Improved capital markets profile 4

Combined Capital Stage and CHORUS significantly increases visibility, improves index rating and widens research coverage

• l Increased free float market cap and liquidity A combined Capital Stage and CHORUS increases market capitalization both in terms of total market capitalization and free float market capitalization
• l Improved index ranking Combined entity enhances SDAX ranking with the chance to become part of the German MDAX in the mid-term
• l Wider research coverage due to increased market capitalization and liquidity
• l Potential broadening of international institutional investor base

Strategic goals and benefits for both shareholder groups

Strengthen its positioning as a relevant independent energy producer in Europe and potentially tap new markets

Continuing to focus on sustainable renewable energy and growing further its already meaningful installed capacity of > 1 GW

Active participation in the acquisition of new capacities as well as consolidation through value-enhancing M&A opportunities

To be the stock of choice and trusted asset management partner for domestic and international institutional investors

Important stakeholder in ongoing and future discussions and development of the energy industry

Balanced solar and wind park portfolio ensures stable and visible cash flows to shareholders

Current shareholder-friendly dividend policy of Capital Stage to remain in effect post transaction

Capital Stage AG Thank you for your attention!

Capital Stage AG Q&A Session

Capital Stage AG Appendix

Financial Calender 2016

Date	Event
15 September 2016	Small Cap Conference, Bankhaus Lampe, Düsseldorf
16 September 2016	Macquarie's 9th Alternative Energy Conference, London
19/21 September 2016	5th German Corporate Conference, Berenberg und Goldman Sachs, München
21/23 November 2016	Deutsches Eigenkapitalforum, Frankfurt am Main
30 November 2016	Q3 report FY2016

Contact

IR Contact

Capital Stage AG Till Gießmann Head of IR & PR Große Elbstraße 59 22767 Hamburg, Germany

Tel.: +49 (0)40 378 5620 Fax: +49 (0)40 378 562 129

IR@capitalstage.com www.capitalstage.com

The information provided in this document has been derived from sources that we believe to be reliable. However, we cannot guarantee the accuracy or completeness of this information and we do not assume any responsibility for it. Capital Stage AG assumes no liability for any errors or omissions or for any resulting financial losses. Investments in capital markets, in particular in stock markets and futures markets, are fundamentally associated with risks and a complete loss of the invested capital cannot be ruled out. Recommendations provided herein do not represent an offer to buy or sell and are not intended to replace comprehensive and thorough advice before making a decision to buy or sell. Copies of the content of this presentation, in particular prints and copies or publications in electronic media, will only be authorised by written consent from Capital Stage AG.

Backup

Capital Stage – DPR audit process (from 2012) completed in March 2016

	DPR objections	Accounting / reporting objection	Adjustment
1	Disclose purchase prices and information on the PPA profits	Reporting	Disclosure in the notes to the Group's consolidated financial statements
2	Cash services and project reserve accounts should not be included in the item "cash and cash equivalents" of the Group`s cashflow statement	Reporting	Cash and cash equivalents are reduced by the capital services and project reserve account balances
3	Setting the useful life of electricity feed-in contracts to 30 yrs is too high, it should correspond to the time of the feed-in tariff (generally 20 years)	Accounting	Retroactive reduction of all depreciation periods for the affected intangible assets to the corresponding remaining term of the feed-in contract. Accounting for the effect on earnings, including deferred taxes in FY2015

Total net accounting effect on the FY2015 consolidated statements (in TEUR): 5,045

DPR audit process officially completed on 30 March 2016