Nordex SE — Call Transcript 2016

May 23, 2016

Nordex SE Conference Call Q1 2016

Frankfurt am Main, 23 May 2016

Financials Q1 2016

Relevant market developments

Outlook and guidance 2016

Appendix

Financial and operational highlights Q1 2016

Turbine orders characterized by small and mid-sized projects during the first three months of 2016

Turbine Orders 3M 2016 vs. 3M 2015 (in EUR mn)

• Stable order intake from European core markets such as Germany, Turkey, Ireland and France
• Overall turbine orders down 16% compared to Q1 2015 – previous year's order intake supported by signing of a major contract (in RSA)

Order Intake (turbines) by country (based on EUR)

• Strong order intake from Germany supported by upcoming changes in regulation and product fit in IEC III class
• 37% (based on MW) attributable to Generation Delta turbines, including the first two contracts for the light-wind N131/3300 turbine specifically designed for the German market
• Generation Gamma turbine N117/2400 accounts for almost one third of turbine sales

Stable order backlog of Nordex (stand alone) remains a good basis for successful FY 2016

Order Backlog turbine business (in EUR mn)

Firm order backlog (turbines, excluding service business) almost stable vs. Q1 2015

Order Backlog turbine business by regions (based on EUR)

Order Backlog of Nordex without AWPs business dominated by Europe with share of 75% (incl. business in RSA)

Production and installation figures show substantial increase backed by enhanced operational excellence

• Newly-installed capacity up by more than 100% vs. Q1 2015

• Installations in nine countries with Germany (147 MW), Pakistan (95 MW) and France (72 MW) as main markets

• Strong increase in rotor blade production of 141% vs. Q1 2015

• Rostock blade facility benefited from moreefficient production processes

Installations (MW) Blade production (#) Turbine assembly (MW)

• Turbine production output up more than 24% in line with higher demand

• Production of Gamma and Delta series in Rostock on one line

• Service Sales expanded by 2% to EUR 43.5 mn in Q1 2016; high single digit growth expected for FY2016

• Renewal Rate of expired service contracts declined to 72.5% (Q1 2015: 97.4%) as Nordex choose to not extend economically-unattractive contracts in the US and Italy
• Availability of WTGs under service recovered

Acciona Windpower part of the Nordex Group since April 2016 just after reporting date

New corporate governance and organizational structure in place, all financing and capital measures successfully completed

Acciona Windpower is consolidated from April 2016 onwards – short view on AWP's Q1 2016

Financials Q1 2016

Relevant market developments

Outlook and guidance 2016

Appendix

Consolidated income statement: Strong topline growth, significantly increased margins

in EUR mn	1.1.-31.3.2016	1.1.-31.3.2015	Δ in %
Sales	637.0	496.5	28.3
Total revenues	639.7	492.9	29.8
Cost of materials	-479.3	-384.2	24.8
Gross profit	160.4	108.7	47.5
Personal costs	-52.8	-44.8	17.9
Other operating (expenses)/income	-48.5	-26.2	85.1
EBITDA	59.1	37.7	56.8
Depreciation	-14.1	-12.9	9.1
EBIT	45.0	24.8	81.4
Net financial result	-5.8	-4.1	41.8
EBT	39.2	20.7	89.4
Tax	-13.7	-5.9	232.0
Net profit	25.5	14.8	72.2

• Sales up by 28% based on high increase in installations and production
• EBITDA margin of 9.3% (Q1 2015: 7.6%) shows efficiency improvements and good order execution especially in the important European core markets, EBIT margin of 7.1% (Q1 2015: 5.0%)
• Net profit of EUR 25.5 mn (+72.2% YOY) resulting in an EPS of EUR 0.31 (Q1 2015: EUR 0.18) calculated on the basis of 80.9 mn shares (before capital increase of 16.1 mn shares became effective in April/May 2016)

Substantial increase of gross margin and productiveness

Negative FCF due to increased working capital

Key figures cash flow statement (in EUR mn)

in EUR mn	1.1.- 31.3.16	1.1.- 31.3.15
Cash flow from performance	39.6	27.7
Cash flow from changes in WC	-48.3	47.1
Cash flow from other operating ativities	-17.9	-12.6
Cash flow from operating activities	-26.6	62.3
Cash flow from investing activities	-14.3	-16.0
Free cash flow	-40.9	46.2
Cash flow from financing activities	46.9	0.0

Working capital ratio (in % of sales)

• Cash flow from performance up 43%
• Free cash flow turned negative due to increased working capital
• Working capital quota at a level of 0.7% (Q1 2015: -4.8%), below target of 5%

Balance sheet remains solid and mainly unchanged vs FY2015

in EUR mn	31.3.16	31.12.15		31.3.16	31.12.15
Liquid funds	532.7	529.0	Trade payables	329.3	254.9
Trade receivables and future receivables	352.2	275.5	Current bank borrowings	12.6	6.6
Net inventories	200.6	218.6	Other financial liabilities incl. bond	180.7	184.2
Other Current assets	143.3	115.9	Other current liabilities	364.4	431.9
Current assets	1,228.8	1,139.0	Current liabilities	887.0	877.6
Property, plant, equipment	147.4	145.6	Bond	0	0
Capitalized R&D exp.	109.6	110.9	Deferred tax liabilities	67.5	55.4
Deferred tax assets	36.4	35.1	Other non-current liabilities	113.0	71.5
Other non-current assets	28.7	29.5
Non-current assets	322.1	321.1	Non-current liabilities	180.5	126.9
			Shareholder´s equity	483.4	455.6
Total assets	1,550.9	1,460.1	Total liabilities	1,550.9	1,460.1

• Balance sheet without substantial changes compared to FY 2015
• Important capital and financing measures after reporting date
• Equity ratio stable at 31.2% (31.12.2015: 31.2%)

Finance structure largely changed in April 2016 with capital increase, Schuldscheindarlehen and repayment of bond

Financing of company and projects long-term secured

• First "Green Schuldschein" (SSD) worth EUR 550 mn issued by Nordex end of March with settlement in April
• SSD tranches of 3, 5, 7 and 10 years with fixed and variable coupons between 1.5% and 3.0% (on issue date)
• EUR 150 mn bond repaid mid of April
• Capital increase with issuance of 16.1 mn New Shares completely subscribed by Acciona S.A.; new number of shares at 96,982,447
• Securities prospectus for stock exchange listing of the new shares approved and published on 12 May 2016
• Effective 1 April, major AWP Banks have joined the syndicated guarantee facility with EUR 65 mn commitment each using the increase option
• New facility amount: EUR 1.2 bn

Debt maturity profile as of May 2016 (in EUR mn)

• Debt profile currently consisting of two elements:
• EUR 50 mn drawn down of EUR 100 mn R&D loan (EIB)
• Promissory note ("Green Schuldschein") of EUR 550 mn recently closed, tranches of 3-10 years, average maturity ~5 yrs.

Purchase Price Allocation (PPA) on AWP transaction now determined – impact on 2016 EBIT of roughly EUR 44 mn

1	Identified Assets of EUR 292 mn + identified contingent liabilities/ deferred taxes of EUR 135 mn result in Goodwill of EUR 505 mn
2	2/3 of the total amortization effect of EUR 292 mn on EBIT will materialize within the next 3 years
3	Short amortization period relates to short useful lifetimes of marketing, technology, customer and contract related assets (3 to 5 years)
4	Gross effect in 2016 on EBIT of EUR ~44 mn, EBIT margin in 2016 therefore calculated at >4% (guidance >7,5% EBITDA margin)
5	Impact on net profit (overall P&L effect) is partly compensated by relief from taxes (deferred tax effect)
6	Detailed explanation of PPA within the admission prospectus for the new shares (available on website, German language only)

Financials Q1 2016

Relevant market developments

Outlook and guidance 2016

Appendix

Market update on Germany and US

Decision on future German market design postponed

• The Bundesländer and the Federal Government have not found an agreement on the EEG reform so far; next meeting is scheduled for 31 May
• The renewable energy target of 40 45% (gross consumption) share by 2025 seems very likely to remain unchanged
• Nordex' view on status quo of discussion:
• Auction volume of 2.5 GW p.a. for onshore wind energy for the auctions
• Future auctions may exclude or limit bids from regions with grid bottlenecks
• The Government seems to aim for a law being made before the parliamentary summer break
• Nordex is well prepared for upcoming changes and will continue to grow in 2017

More visibility on details of US market after PTC prolongation

• The IRS (Internal Revenue Service, US tax authority) issued a favourable PTC guidance on beginning of May
• This guidance for the Wind Production Tax Credit allows a four year window to complete construction in order to be eligible for production tax credits (vs. just two years in the prior guidance)
• Regardless, developers still need to start the construction before end of 2016 to qualify for full PTC credits of USD 23 per MWh (developers starting construction in 2017 only receive USD 18 per MWh and so on)
• US remain global #2 market for wind energy offering big opportunities for AWP as well as for Nordex products

Nordex Group with new grip on promising markets

India aims for leadership in renewable energy

• Indian government with ambitious targets on future energy generation: 175 GW of installed renewable energy by 2022, thereof 60 GW wind power
• MAKE Consulting expects a total market volume 2016 – 2020 of 14.4 GW for India (Market Outlook Update Q1/2016)
• Nordex and Acciona Energia are establishing a Joint Venture for wind farm development
• Nordex nacelle plant in India to start production in second half of 2016 with a capacity of up to 150 WTG per annum
• First project in India in execution

Mexico – Latin America's second largest market

• Large country with population of ~120 mn people and good wind resources
• Electricity market dominated by state utility CFE which controls transmission, distribution, power marketing and most of the generation
• System of auctions complemented by private PPA
• MAKE Consulting expects a total market volume 2016 – 2020 of 6.3 GW for India (Market Outlook Update Q1/2016)
• AWP´s experience: 988.5 MW of installed or contracted capacity since 2008
• First auction in March 2016: Acciona Energia won the biggest project (168 MW) using AWP technology (AW125/3000)

Financials Q1 2016

Relevant market developments

Outlook and guidance 2016

2016 to be a further step in reaching 2018 targets

Outlook for 2016*

Order Intake: EUR >3.4 bn

Sales: EUR >3.4 bn

EBITDA margin: >7.5%

W/C ratio: <5%

CAPEX: EUR 80-90 mn

• Change of profitability KPI towards EBITDA due to PPA of AWP assets
• Order Intake outlook based on orders from Germany, South Africa, USA as well as from India and Mexico
• Sales assumption based on the combined order backlog
• Stringent working capital management for the combined entity remains
• CAPEX driven by ongoing R&D efforts to lower COE
• Nordex 2018 targets:
• Sales EUR 4.2 4.5 bn
• EBITDA margin >10%

*based on consolidation of AWP for 9 months from April 2016 onwards

Executive summary

1	Nordex counters challenging markets by taking advantage of current momentum of German market while preparing for enlarged business in emerging markets in the future
2	A fast and smooth integration of Acciona Windpower has the top priority beside consistent market development; the announced synergy targets are confirmed
3	In terms of R&D, every effort is dedicated to Nordex' ambitious COE program to provide WTGs ahead of the competition also in the coming years
4	Nordex now accompanied by one of the most renowned experts in renewable energy: Connie Hedegaard (Chair of the OECD Round Table on Sustainable Development)

elected as new Supervisory Board member

Financials Q1 2016

Relevant market developments

Outlook and guidance 2016

Appendix

5 Appendix

Management Board with around 50 years of experience in the wind industry

• Lars Bondo Krogsgaard
• CEO
• Candidatus Juris, Master of Laws (LL.M.), MBA

• formerly with DONG Energy, Siemens Wind Power

• COO, Deputy CEO

• MSc Mechanical Engineering; Senior Management Program (PADE)

• formerly with Gamesa

• Bernard Schäferbarthold Patxi Landa CSO

• Degree in economics; Tax consultant; Accountant

CFO

• formerly with Warth & Klein
• Degree in Economics and Business Sciences; MBA
• formerly with Guascor, Azkoyen, Acciona Energy

Financial Calendar 2016 (status: May 2016)

Date	Event
7-8 January	Investor Conference Lyon (Oddo)
19 January	Investor Conference Frankfurt (Kepler)
2 February	Investor Conference Frankfurt (HSBC)
16 February	Investor Conference Frankfurt (Oddo Seydler)
26 February	Preliminary Results 2015
21 March	Press Conference Annual Accounts 2015 and analyst call
10 May	Interim announcement Q1 2016
10 May	Annual General Meeting in Rostock (AGM)
12-13 May	Investor Conferences London (Goldman Sachs; HSBC)
23 May	Interim report Q1 2016 and analyst call
8-10 June	Investor Conference Berlin (Deutsche Bank)
15 June	Investor Conference London (BoAML)
30 June	Investor Conference Hamburg (Warburg)
28 July	Interim Results H1 2016 and analyst call
30 August	Investor Conference Frankfurt (Commerzbank)
19-21 September	Investor Conference Munich (Goldman Sachs & Berenberg)
28 September	Capital Markets Day (Hamburg; during EWEA)
8 November	Investor Conference Paris (SocGen)
10 November	Interim Results Q3 2016 and analyst call

• This presentation was produced in May 2016 by Nordex SE solely for use as a source of general information regarding the economic circumstances and status of Nordex SE. It does not constitute an offer for the sale of securities or an invitation to buy or otherwise acquire securities in the Federal Republic of Germany or any other jurisdiction. In particular it is not intended to be an offer, an investment recommendation or a solicitation of an offer to anyone in the U.S., Canada, Japan and Australia or any other jurisdiction. This presentation is confidential. Any reproduction or distribution of this presentation, in whole or in part, without Nordex SE's prior written consent is expressly prohibited.
• This presentation contains certain forward-looking statements relating to the business, financial performance and results of Nordex SE and/or the industry in which Nordex SE operates, these statements are generally identified by using phrases such "aim", "anticipate", "believe", "estimate", "expect", "forecast", "guidance", "intend", "objective", "plan", "predict", "project", and "will be" and similar expressions. Although we believe the expectations reflected in such forward-looking statements are based upon reliable assumptions, they are prepared as up-to-date and are subject to revision in the future. We undertake no responsibility to update any forward-looking statement. There is no assurance that our expectations will be attained or that any deviations may not be material. No representation or warranty can be given that the estimates, opinions or assumptions made in, or referenced by, this presentation will prove to be accurate.

Together on the same course

Ralf Peters (Head of Corporate Communications)

Oliver Kayser (Investor Relations) Rolf Becker (Investor Relations)

Nordex SE Langenhorner Chaussee 600 22419 Hamburg Germany

Tel: +49-40-30030-1000 Fax: +49-40-30030-1333 Email: info@nordex-online.com Web: www.nordex-online.com