Nordex SE — Earnings Release 2016

Mar 1, 2017

Nordex SE Preliminary Results 2016

Frankfurt am Main, 1 March 2017

• All 2016 financial figures within this presentation are preliminary and unaudited.
• This presentation was produced in March 2017 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.

1	Key highlights	Lars Bondo Krogsgaard
2	Financials	Christoph Burkhard
3	Installations and orders	Patxi Landa
4	Market trends and developments	Lars Bondo Krogsgaard
5	Outlook	Lars Bondo Krogsgaard
6	Summary	Lars Bondo Krogsgaard
7	Q&A

Preliminary Results 2016 1 March 2017 3

2016 delivered according to plan. Measures being taken to address volume and price pressure in 2017 and 2018

Financial performance in line with guidance

• Revenues of EUR 3.4bn (guidance EUR 3.35bn)
• EBITDA margin 8.4% (guidance 8.3%)
• Working capital at 4.1% of sales (guidance <5%)
• Order intake of EUR 3.3bn (guidance EUR >3.4bn)
• CAPEX of EUR 102m (guidance EUR 100m)

Strong operational performance

• Installations up 55% to 2.6 GW
• Nacelle/blade production output increased by 44%/77% respectively
• Service fleet increased to >13 GW

2016 2017-2018

• Pressure on volume
• Increasing price pressure

New measures to improve profitability

• "30-by-18" cost reduction programme
• Reorganization of the business
• Increased investment in technology

Benefits of the merger

• Synergy benefits for 2016 of EUR 10m as planned
• Synergy benefits for 2017 expected to reach cumulative EUR 25–28m
• Significantly improved global market footprint
• Access to important US and high growth emerging markets secured

Merger transition process on track: working as one company

Key highlights

• Financials
• Installations and orders
• Market trends and developments
• Pathway to 2018
• Summary
• Q&A

Income statement FY 2016

in EUR m	FY 2016	FY 2015	Δ in %
Sales	3,395.0	2,430.1	39.7
Total revenues	3,395,4	2,416.1	40.5
Cost of materials	-2,559.4	-1,879.8	36.2
Gross profit	836.0	536.3	55.9
Personal costs	-289.9	-197.3	47.0
Other operating (expenses)/income	-260.6	-156.7	66.3
EBITDA	285.5	182.3	56.6
Depreciation	-117.0	-56,1	108.6
EBIT	168.5	126.2	33.5
Net profit	95.4	52.3	82.4
Gross margin	24.6%	22.2%
EBITDA margin	8.4%	7.5%
EBIT margin w/o PPA	6.1%	5.2%

Comments

• Sales includes EUR 726m from AWP for 9 months
• Gross profit up by 55.9% mainly driven by higher revenues
• Depreciation includes EUR 39.5m from PPA
• Financial result reduced by EUR 1.4m due to improved financing conditions
• Tax rate at 32.8%

Income statement Q4 2016

in EUR m	Q4 2016	Q4 2015	Δ in %
Sales	1,055.5	644.0	63.9
Total revenues	1,034.7	646.2	60.1
Cost of materials	-770.4	-490.8	57.0
Gross profit	264.3	155.4	70.1
Personal costs	-84.7	-53.8	57.4
Other operating (expenses)/income	-98.0	-57.3	71.0
EBITDA	81.6	44.3	84.2
Depreciation	-38.9	-15.7	147.8
EBIT	42.8	28.6	49.7
Net profit	31.0	6.9	349.3
Gross margin	25.5%	24.0%
EBITDA margin	7.7%	6.9%
EBIT margin w/o PPA	5.6%	4.4%

Comments

• Sales increased by 63.9%
• Integration costs amount to EUR 5m
• Full year synergies of EUR 10m were realized
• FX effects normalized in Q4; FY 2016 effect of EUR 0.4m

Service segment performing well in 2016

Service sales (in EUR m) Comments

*Adjusted after change in segment reporting

• Organic growth on Nordex platform of 12%
• Order backlog increased from EUR 997m to EUR 1,693m
• Service margin at 16% EBITDA

Balance sheet FY 2016

in EUR m	FY 2016	FY 2015	abs. change	Δ in %
Non-current assets	1,253.3	321.2	932.1	290.2
Current assets	1,740.9	1,138.9	602.0	52.9
Total assets	2,994.2	1,460.1	1,534.1	105.1
Shareholder´s equity	940.0	455.6	484.4	106.3
Non-current liabilities	812.0	126.9	685.1	539.9
Current liabilities	1,242.2	877.6	364.6	41.5
Total liabilities	2,994.2	1,460.1	1,534.1	105.1
Net liquidity*	6.2	322.0
Working capital ratio**	4.1%	-1.2%
Equity ratio	31.4%	31.2%

Comments

• Non-current assets increased mainly driven by PPA effect on goodwill, capitalized R&D and sales pipeline
• Equity increase due to share component of AWP acquisition
• Non-current liabilities contains "Green Schuldscheindarlehen" of EUR 550m

*Cash and cash equivalents less bank borrowings and bond **Based on full year AWP sales (Q1/2016: EUR 187.8m)

2 Financials

Working capital development 2016

• High activity level on both platforms, accompanied by high production output and increased receivables
• Positive development in Q4 driven by high order intake and corresponding customer prepayments/ US Safe Harbor transactions

*Based on full year AWP sales (Q1/2016: EUR 187.8m)

Cash flow statement FY 2016

Key figures cash flow statement Comments

in EUR m	FY 2016	FY 2015
Cash flow from operating activities before net working capital	287.4	178.9
Cash flow from changes in WC	-143.0	-10.9
Cash flow from operating activities	144.4	168.0
Cash flow from investing activities	-399.2	-73.4
Free cash flow	-254.8	94.6
Cash flow from financing activities	369.2	50.0
Change in cash and cash equivalents*	120.5	140.6

• Without the cash component** of the AWP transaction, free cash flow of EUR 51.0m
• Cash flow from investing activities w/o AWP acquisition EUR -93.4m

Cash flow from financing activities includes cash in from "Green Schuldschein" EUR 550m and repayment of bond EUR 150m

*Including FX effects

**Cash component adjusted for net debt and cash acquired from AWP

Cash flow statement Q4 2016 Key figures cash flow statement Comments in EUR m Q4 2016 Q4 2015 Cash flow from operating activities before net working capital 178.9 49.6 Cash flow from changes in WC 80.6 51.1 Cash flow from operating activities 259.5 100.7

Free cash flow 217.2 76.1

-42,3 -24.6

-3.5 0.0

218.9 74.6

• Free cash flow nearly tripled due mainly to the high activity level combined with a positive change in working capital in December
• Cash flow from investing activities contains payments of EUR 16.4m for the new office building in Hamburg
• Cash and cash equivalents increased by EUR 218.9m

*Including FX effects

Cash flow from investing activities

Cash flow from financing activities

Change in cash and cash equivalents*

CAPEX* (in EUR m) Comments

Intangible assets Property, plant, equipment

*Adjusted for the first-time consolidation of Acciona Windpower

• Investments in 2016 largely consist of capitalized R&D and CAPEX for production facilities
• Increase compared to 2015 mainly driven by construction of HQ extension (saleand-lease-back transaction planned in 2018)

2 Financials

• Leverage decreased to -0.02 in Q4 reflecting strong net cash position
• Net debt position in Q2 and Q3 due to AWP acquisition funding
• *Cash and cash equivalents less bank borrowings and bond

Solid equity ratio of 31.4% YE 2016

• Key highlights
• Financials
• Installations and orders
• Market trends and developments
• Outlook
• Summary
• Q&A

New installation record of 2.6 GW – up 55% vs 2015

*Full year incl. Q1/2016 AWP, excluding PRC; preliminary market shares calculated by Nordex on GWEC/ WindEurope statistics

• Strong Q4/2016 order intake (up 124% vs. Q4/2015)
• AW platform accounts for 38% of order intake
• YE 2016 book-to-bill at 1.05 (2015: 1.11)

0% RoW Latin America North America Europe 5% 100% 79% 17% 17% 61% 11% 10%

2016 2015

• Reduced dependency on European markets through AWP acquisition
• Orders from 16 countries on all continents
• Successful market entry in Argentina and Peru
• Order delays in Brazil, RSA and India

Postitive Book-to-bill, year end turbine and service backlog stands at EUR 3.9bn

• Turbine order backlog distributed across Europe (EUR 1,221m), North America (EUR 316m), Latin America (EUR 572m) and RoW (EUR 124m)
• Service backlog increased by EUR 696m
• Organic growth of 35% plus contribution of EUR 346m service backlog for AW brand turbines
• ~5,900 WTG or 13.3 GW under service

Intensifying competition, prices for 2018 deliveries
particularly under pressure

2017	2018
COE programme will almost mitigate price pressure on 2017 deliveries	Price pressure expected to increase significantly beyond COE programme targets for 2018 deliveries
Profitability impact
	Significant effect

Small effect

• Key highlights
• Financials
• Installations and orders
• Market trends and developments
• Outlook
• Summary
• Q&A

The long-term trend for wind energy is positive, driven by several macro factors

Drivers for wind energy

• › Wind LCOE reduced by >50% over last 10 years, further >30% reduction expected by 2025
• › Onshore at or close to grid parity in several markets

Increasingly competitive LCOE Need for replacement of conventional power plants

• Capacities likely to require replacement by 2030:
• › Ca. 40% of coal and 80% of nuclear power
• › >50% of oil and 25% of natural gas power

Growing demand for wind energy in emerging markets

• › Power consumption in non-OECD countries to grow ~50% by 2030
• › EM with 12.5% CAGR for onshore wind installations by 2025

Source: Bloomberg NEF, MAKE, IRENA, Thinkstockphotos, others

Decarbonization/need to reduce CO2 emissions

• › COP21 target to restrict global warming increase to 1.5°C
• › EU target to cut greenhouse gas emissions by 40% by 2030

4 Market trends and developments

New installations CAGR through 2020 (excl. PRC)

Global onshore wind market 2016-2020

Stable overall growth, but some volatility in individual markets likely as countries transition to auctions (Germany, France, Spain) and macroeconomic issues in some emerging markets

Source: GWEC, BNEF, MAKE 2016 Q4 Market Outlook Update

Growth in new installations shifts away from mature European markets towards emerging markets and the Americas

Onshore wind market in regions '16-'20 (in GW)

LATAM

EUROPE:

Significant volume, but negative growth

• Transition to auction systems in progress
• New EU renewable energy directive could give impetus to more repowering
• Germany to drop below 3 GW/p.a. – price pressure intensifying
• Political uncertainties in a number of markets

NORTH AMERICA

U.S.

Growth driven by the

• Continuing support for PTC despite statements from new US president
• Canada relatively stable at 0.8 GW/p.a.

Uncertainty in Brazil, growth opportunities

• Cancelled auctions in Brazil will impact near/mid-term volume, but long-term potential remains
• Good growth potential outside Brazil (CAGR of ca. 20 % in LATAM excl. Brazil)

REST OF WORLD (excl. PRC) Volume centres around a few new markets

• India with highest volume in ROW and expected to see stable demand of ca. 3 GW/p.a.
• Australia, Japan and South Africa with stable demand of ca. 0.5 GW/p.a. each

Actual Expected

Global CAGR of 3.7% (excl. PRC)

Source: GWEC, BNEF, MAKE 2016 Q4 Market Outlook Update, desktop research

Development of regional O&M markets

Growth will be driven by continued MW additions and the ageing fleet as the basis for higher service revenues

CAGR EMEA '17e-'20e: 5.7%*

CAGR AMER '17e-'20e: 13.2%*

CAGR APAC '17e-'20e: 12.9%*

*Source: MAKE Global Wind Turbine O&M 2016 – Note: Exchange rate USD / EUR as per 31.12.2016 = 1:0.949. All figures are rounded

• Key highlights
• Financials
• Installations and orders
• Market trends and developments

Outlook

Summary

Q&A

	2017e
Sales Sales	EUR 3.1-3.3bn 3.1 - 3.3 bn	Market driven revenue drop and delayed Indian business
EBITDA margin* margin	7.8–8.2% 7.8 – 8.2%	2017 EBITDA margin reflecting volume effect and price pressure vs. 2016. 2017 EBITDA margin supported by solid German business and merger synergies
W/C ratio	5.0–7.0%	Absence of Safe Harbor prepayments in 2017 plus increased competition
CAPEX	approx. EUR 150m	Investment in new technology and improvement of existing platforms

*Excluding costs relating to "30-by-18" programme

NB: Order intake will no longer be guided. Orders will be announced as usual.

Adjustment of 2018 revenue and profitability target

Market driven and internal factors trigger adjustment of 2018 targets

Improving long-term profitability and competitiveness

New measures are now being taken to strengthen the company

Current core activities	New measures to improve profitability
Continue growing the wind turbine business Leverage top-class footprint and customer access plus own development business to continue growth path to gain scale	Continue growing attractive service business Continue turbine driven organic growth to increase service top-line by >10% p.a.	Introduce "30-BY-18" cost reduction programme Implementation of programme targeting 2018 structural cost reductions of EUR 30m vs. 2017 Reorganization of the business Reorganization of the business around three full-value-chain
Expand attractive project development business Increase project development business top-line by EUR 75- 100m p.a. (excl. India) by 2019, expansion in existing and new markets	Improve operational excellence Continue operational excellence programme to reduce quality costs with EUR 10-30m EBITDA effect by 2018	divisions to increase efficiency Investments to strengthen post 2018 product offering EUR 30m increase in investments in new products vs. 2016 to improve competitiveness of products hitting the market in 2019

5 Outlook

30-by-18: Cost reduction programme to decrease overhead costs by EUR 30m in 2018

The four identified areas of overhead cost reduction

The consultation process with the workers' council has started

Reorganization of the business towards a more powerful and efficient set-up

The reorganization completes the integration process

management Fewer P&Ls and reduced matrix interference Reduction of executive committee from 18 to members	Reduced complexity	Lean and efficient top 7
-----------------------------------------------------------------------------------------------------------------------------------	--------------------	-----------------------------

Three full-value-chain divisions

• • Management Board: Lars Bondo Krogsgaard (CEO), José Luis Blanco (COO), Christoph Burkhard (CFO), Patxi Landa (CSO) +
• Bo Moerup (CEO, Division Europe), Jörg Scholle (CTO) and CEO Division International (tba)

No impact of reorganization on expected merger synergies

NAM business

Reflecting market reality and priorities Divisions split around land and grid constrained platforms + important

New set-up currently in consultation process with workers' representatives

Clear and extensive business ownership

Divisions with full-valuechain responsibility

• Key highlights
• Financials
• Installations and orders
• Market trends and developments
• Outlook
• Summary
• Q&A

Challenging times, but a good foundation

Nordex, a strong company Growing market share

Strong market footprint

Global player with one of the best market footprints in the industry

Proven technology & track record

30+ years of wind experience, >21 GW installations in grid and land constrained markets

Competitive product portfolio

providing sustained reductions in the LCOE in both grid and land constrained markets

Target to become a Top-5-Player achieved

• 1 - Vestas
• 2 - GE
• 3 - Enercon
• 4 - Gamesa
• 5 - Nordex

Source: BNEF Top Global Onshore Wind Turbine Manufacturers Ex-China Capacity 2016

• 2016 was delivered according to plan
• Reduced revenue expectations for 2017 and 2018…
• …but we expect stable margins in both years
• Our focus will be on
• Growing market share
• Improving profitability through scale, growth in high-margin activities and operational excellence measures
• Furthermore, we are implementing new measures to address pressure on profits
• Increased investments to strengthen our products
• A cost reduction programme targeting EUR 30m savings by 2018
• A reorganization of our business towards a more efficient set-up

We are committed to improving our financial performance!

Appendix

Financial calendar 2017

Date	Event
1 March	Publication of Preliminary Results 2016 and Outlook 2017 – Frankfurt
30 March	Publication of Annual Report 2016
11 May	Interim statement Q1 2017
30 May	Annual General Meeting (Rostock)
3 August	Interim report H1 2017
14 November	Interim statement Q3 2017

Appendix

The management team – Creating a global leader in the wind industry

Lars Bondo Krogsgaard CEO

• Chief Customer Officer Nordex
• CEO EMEA onshore wind Siemens Wind Power
• VP Renewables DONG Energy

José Luis Blanco COO, Deputy CEO

• CEO Acciona Windpower
• Various Sen. Mgmt & Chief Officer positions at Gamesa

Christoph Burkhard CFO

• CFO Siemens Wind Power Offshore
• Various other positions at Siemens
• BHF Bank, EBRD

Patxi Landa CSO

• Business Development Director and Executive Committee member at Acciona Windpower
• Various Chief Officer Positions at Acciona

Together on the same course

Ralf Peters (Head of Corporate Communications)

Ingo Middelmenne Rolf Becker

(Investor Relations) (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