Nordex SE — Investor Presentation 2016

Jan 5, 2016

Nordex SE Investor Presentation

Status: January 2016

• 1. Intro and corporate strategy
• 2. Markets and market success
• 3. Products and R&D
• 4. Financials 9M 2015 and Guidance 2015
• 5. AWP merger – transaction rationale and integration
• 6. Appendix (shareholder structure; financial calendar)

1. COMPANY PROFILE NORDEX SE – PIONEER IN WIND WITH 30 YEARS OF EXPERIENCE

• Global manufacturer of wind energy systems with a focus on turbines in the 2-3 MW class
• Most extensive and consistent use of platform technology in the industry; variants for different wind and climate conditions leveraging shared components
• Production sites in Germany (Rostock blades and nacelles)
• Headquartered in Germany (Hamburg); subsidiaries in more than 20 other countries
• Business combination agreement signed with Acciona Windpower to combine WTG business
• Listed company in the German TecDax
• Current main shareholder Skion/momentum (22.8%), rest is freefloat
• Revenues 2014: EUR 1.74 bn

• 3,000 employees

• Track record as of H1/2015: >6,600 turbines and >12,000 MW in 41 countries worldwide

Nordex at a glance Installed capacity (>12 GW)

1. MERGER WITH ACCIONA WINDPOWER (AWP) AT A GLANCE

• Business Combination Agreement (BCA) signed on October 4, 2015
• Acquisition of Acciona Windpower to form a global player
• Transaction volume of EUR 785 mn
• Acciona S.A. to become strategic shareholder with a stake of 29.9%
• Merger control process initiated in the US, EU, RSA, TR and PK deal closure expected in Q1 2016
• Main medium-term financial targets of the combined company 2018:

Significant size from day 1 – ambitious medium-term targets

*incl. guidance update Q3 2015

1. NORDEX AND AWP TO FORM A GLOBAL PLAYER BY GOING FOR SCALE AND LEVERAGING EXISTING FOCUS AREAS

2. 1. Intro and corporate strategy

3. 2. Markets and market success
4. 3. Products and R&D
5. 4. Financials 9M 2015 and Guidance 2015
6. 5. AWP merger – transaction rationale and integration
7. 6. Appendix (shareholder structure; financial calendar)

Wind industry Nordex

Environmental drivers:

• Renewable energy targets, obligations or carbon emission reduction targets in >100 countries
• Programs to support wind in >70 countries
• Tailwind from COP 21/Paris agreement

Economical drivers:

• Cost competitiveness against conventional generation technology
• Ongoing LCoE reductions to reach grid-parity in all wind classes to become "subsidy free"

Energy-related drivers:

• Fast to grid lead time of nine months from signing to production
• Diversification of generation portfolio

• Independence from commodity and electricity imports

• Pioneer in the industry with 30 years of experience

• Track record of >12 GW installed capacity respectively >6,000 WTGs in >40 countries
• Global reach with strong foothold in mature markets in Europe (Nx) and emerging markets in LatAm (AWP)
• Growth story based on LCoE improvements following a successful turnaround story

• EUR 4.2 bn and sales and >10% EBITDA margin targeted for 2018 to become a TOP 5 player in onshore wind

2. FOCUSED SALES APPROACH LEAD TO DOUBLE DIGIT MARKET SHARES IN MANY FOCUS MARKETS

Currently focused on ~20 countries – onshore market position 2014

• Order intake of almost EUR 2 bn
• Generation Delta accounts for more than 20% of new orders; N117/2400 remains bestselling WTG with 40% of new orders from six countries
• One third of OI stems from emerging markets such as South Africa, Uruguay and Pakistan

2. ORDER BOOK ON A RECORD LEVEL – BOOK-TO-BILL-RATIO INDICATING FURTHER GROWTH

Development of the firm order book* 2013 – 9M 2015 (in EUR mn)

• EMEA (including Pakistan) currently accounts for 88% of the firm order book, the Americas stand at 12%
• Book-to-bill ratio* of 1.19 indicating further growth
• Conditional order back-log at EUR 562 mn (9M 2014: EUR 935 mn; -40% after high conversion rate and signing of large projects in RSA, UY, PK) * Turbine business, excluding service

New capacity 2014 – 2020 (in GW)

Source: MAKE Q3 outlook as of 9/2015

2015/2016:

• Global onshore growth of ~17 % expected in 2015. Clean energy spending still at a high level
• 2017 dip mainly caused by decrease in CN and the US; upside potential if ITC/PTC program will be prolonged for more than one year

Through 2020:

• Germany: continues on a high level (~3 GW p.a.) after 2017
• Northern Europe: Nordex core markets provide stable foundation gains in market share targeted in various focus markets
• Southern Europe: High demand for volume in Turkey and France

• Emerging Markets: Ongoing growth opportunities in Africa (RSA, Egypt), Latin America (URU, Chile) and APAC (PAK etc.)

• 1. Intro and corporate strategy

• 2. Markets and market success
• 3. Products and R&D
• 4. Financials 9M 2015 and Guidance 2015
• 5. AWP merger – transaction rationale and integration
• 6. Appendix (shareholder structure; financial calendar)

3. HIGHLY COMPETITIVE PRODUCT PORTFOLIO FOR ALL ONSHORE WIND CLASSES

3. STATUS OF THE NEWEST TURBINES N131/3000 AND N131/3300

Update

• Installation of first turbines (WTG) completed

• 50 WTGs already booked as firm order for projects in Germany and Finland

• Successful completion of IEC design evaluation conformity statements (DECS) and DIBt type approvals
• Awarded Windpower Monthly's "Turbine of the Year" Award in 3MW+ segment
• Further optimisation for the German market launched and first WTG N131/3300 installed

3. SERVICE – MAJOR DRIVER OF MARGINS

Service products

• Basic: Service, maintenance, 24-hour remote monitoring
• Extended: Basic + availability guarantee
• Premium light: Extended + repair and replacement of selected components
• Premium: Premium light + repairs and replacement of all main components
• Contract durations variable between 5 15 years
• Concepts for modernisation

Key figures

• Global system availabilty (As of 09/2015): ~98 %
• WTGs under contract (As of 11/2015): 3,950 or 8.8 GW
• Service sales (2014): EUR 166 mn

• Planned sales increase: 15% p.a.

• 1. Intro and corporate strategy

• 2. Markets and market success
• 3. Products and R&D
• 4. Financials 9M 2015 and Guidance 2015
• 5. AWP merger – transaction rationale and integration
• 6. Appendix (shareholder structure; financial calendar)

4. HIGHLIGHTS 9M 2015

Overview Q3

• Business well on track
• Book-to-bill-ratio of 1.2 indicating further growth
• Strong sales and strong order intake
• EBIT margin in line with forecast
• Positive free cash flow
• Increase in sales and order intake guidance
• Signing of Acciona Windpower acquisition
• Merger clearance on track – notification finalized in five jurisdictions (EU, US, RSA, TR, PK)

Production – Installations - Service

Turbine assembly: 1,539 MW (+43% yoy) – assembly of turbines for installations in Q4 Blade production: 261 blades (-33% yoy) – lagging behind budget due to delays related to the expansion of facility in Rostock and ramp-up of NR 65.5

Installations: 1,158 MW (+8% yoy) – large installations scheduled for Q4

448 turbines installed in 13 countries – main markets Germany, Turkey, Finland and France

Service sales: EUR 138.4 mn (+17% yoy) Renewal rate: 95% (-3 ppt)

In EUR millions

	9M 2015	9M 2014	∆ in %
Sales	1,786.2	1,266.6	41.0
Total revenues	1,769.9	1,288.6	37.3
Cost of materials	(1,389.0)	(1,008.2)	37.8
Gross profit	380.9	280.4	35.8
Personnel costs	(143.4)	(124.0)	15.6
Other operating (expenses)/income	(99.4)	(66.9)	48.6
EBITDA	138.1	89.5	54.3
Depreciation	(40.5)	(29.7)	36.4
EBIT	97.6	59.9	62.9
Net financial result	(15.2)	(17.8)	(14.6)
EBT	82.5	42.1	95.7
Tax	(37.1)	(14.2)	>100
Net profit	45.4	28.0	62.2

Sales increase reflects strong orders in previous quarters and increased production volume

• Net profit increased by 62 % especially due to lower structural cost ratio; higher tax rate in Q3 results from the fact that potential future tax benefits of Nx entities could not yet been realized
• 9M EBIT margin of 5.5 % well in the target range; EBIT margin in Q3 at 5.3 % due to quality issues with supplied blades – root cause identified, quality initiative started

In EUR millions

	30.09.15	31.12.14		30.09.15	31.12.14
Liquid funds & fixed-term deposits	454.4	388.4	Trade payables	308.9	177.5
Trade receivables and future receivables	345.0	185.5	Current bank borrowings, esp. Bond1	182.4	0
Net inventories	223.3	273.9	Other current liabilities	402.3	451.8
Other current assets	122.9	73.4
Current Assets	1,145.6	921.2	Current liabilities	893.6	629.3
Property, plant, equipment	144.1	136.2	Bond1	0	156.2
Capitalized R&D expenses	106.4	106.1	Deferred tax liabilities	65.6	30.8
Deferred tax assets	52.8	44.8	Other non-current liabilities	71.0	27.6
Other non-current assets	29.9	31.6
Non-current assets	333.2	318.7	Non-current liabilities	136.6	214.6
			Shareholders' equity	448.6	396.0
Total assets	1,478.9	1,239.9	Total liabilities	1,478.9	1,239.9

• Balance sheet strengthened:
• Net liquidity increased to EUR 250 mn (31.12.2014: 232 mn)
• Current bank borrowings include bond (maturity in 4/2016), first tranche of EIB loan drawn
• Total assets up 19 % to EUR 1.5bn; equity ratio 30.3 % (31.12.2014: 31.9 %)

¹ Bond incl. interest

Development of working capital FY 2013 – 9M 2015

• Working capital ratio well within target range (<5 %)
• Volatility reflects production and installation activity
• Continuing stringent working capital management with:
• Optimised turnaround and order times
• Prepayments and cash flow-optimized milestone payments

Key figures cash flow statement Changes in working capital

in EUR mn	9M 2015	9M 2014
Cash flow from operating activities	67.3	162.7
Cash flow from investing activities	(48.8)	(43.0)
Free cash flow	18.5	119.7

in EUR mn	9M 2015	9M 2014
Consolidated profit + d/a	85.8	57.7
+ Decrease in inventories	50.6	7.3
-/+ Change in trade receivables	-159.5	16.7
+ Increase in trade payables	131.4	69.9
- Decrease in prepayments received (non-capitalised)	-84.4	-6.7
= Payments from changes in working capital	-61.9	87.2

• Decreased operating cash flow because of higher production/installation activities leading to increased working capital (especially in terms of trade receivables)
• Investing activities in 9M 2015 mainly for:
• capitalized product development
• expansion of the blade center in Rostock project almost completed

	2014A	2015 old (H2)	2015 update (9M)
Order intake	EUR 1.75 bn	EUR 2.1 – 2.3 bn	EUR 2.3 – 2.4 bn
Sales	EUR 1.73 bn	EUR 2.0 – 2.2 bn	EUR 2.3 – 2.4 bn
EBIT margin	4.5 %	5 – 6 %	5 – 6 %
Working capital ratio	- 2.3 %	<5 %	<5 %
Investment	EUR 76.3 mn	~EUR 60 – 65 mn	~EUR 65 – 70 mn

• Guidance update based on strong order intake momentum
• High installation volume for Q4 expected

• Additional investments driven by high activity level (e.g. project management, logistics, tools)

• 1. Intro and corporate strategy

• 2. Markets and market success
• 3. Products and R&D
• 4. Financials 9M 2015 and Guidance 2015
• 5. AWP merger – transaction rationale and integration
• 6. Appendix (shareholder structure; financial calendar)

Combining AWP and NX reduces market risks while creating big global player

Global player with reduced risk and targeted EUR 4.2-4.5 bn in sales in 2018 top 5 position in reach ⁵

Global reach: More balanced geographic market presence

Total addressable market >80% (excl. China)

Complementary customer bases

Extra benefit: Strategic alliance with Acciona Energia and its vast project pipeline

Investor presentation | Nordex SE | January 2016

5. GLOBAL, FLEXIBLE PRODUCTION FOOTPRINT, ABLE TO FULFILL LOCAL PRODUCTION NEEDS

Global footprint*

• Good geographic fit for production purposes

Complementary product focus

Dealing with RESTRICTIONS & LAND CONSTRAINTS

Focus: Sophisticated WTG solutions Typical project:

Noise restricted sites

Nordex AWP Together: Winning in very different markets

Projects with NO LAND CONSTRAINTS Focus: Low capex WTG solution Typical project: 100 MW in emerging markets

Solutions to serve customer need around the globe

Combining valuable experience in blade design and tower manufacturing

Technology assets in blades and towers as key levers for LCOE reduction

1. SALES POTENTIAL OF UP TO EUR 4.5BN IN 2018 BASED ON MARKET POSITIONING AND COMPETITIVE PRODUCTS

Targeted sales development until 2018 (in EUR bn)

• Targeted sales increase to EUR 4.2-4.5 bn sales mainly from strong position in emerging/growth markets and competitive products meeting broad customer needs
• Growth of ~10% p.a. above industry average (4-5 % incl. CN)
• Combined order backlog of ~EUR 2.5 bn and sales pipeline ensures short-term visibility
• Balanced market presence

provides risk mitigation against "volume shocks"

Overview growth drivers (in EUR bn)

• Expected sales volume of AWP 2015: EUR 1 bn
• Growth stemming from emerging markets, esp. India, Brazil, Mexico, South Africa
• New markets in LatAm, APAC and MEA addressable with a joint product portfolio
• Growth markets and new markets to over-compensate stagnating/decreasing markets e.g. UK

5. TARGETED EBITDA LEVEL OF >10 % AT EYE LEVEL WITH INDUSTRY LEADERS

Targeted EBITDA development until 2018 (in % of revenues)

Targeted profitability increase

by >2%pts driven mainly by synergies, LCOE improvement and over-proportional growth of highmargin service business

• Targeted Synergies will kick in on a medium-term perspective during the integration process
• Targeted profitability 2018 on par with industry leaders

• Change of guided KPI from EBIT to EBITDA due to purchase price allocation (PPA) of the AWP merger

• STRONG FOCUS ON LCOE REDUCTION AND SYNERGIES IN COMBINED BUSINESS ARE KEY PROFITABILITY DRIVERS

Targeted EBITDA bridge 2015-18 (in %)

• Two lean companies merging, no further scale effect to be expected
• Transition phase will cause onetime expenses
• Changing market conditions (e.g. auction systems) and strong competition will cause price pressure
• Stringent LCOE program to at least compensate pressure
• Over proportional service business growth
• Synergies of EUR 95 mn targeted 60 % to be realized in 2018

Total onshore market 2019 simulation*

• Mid term combined market share onshore c.8% (on+offshore c.7%)
• Much more balanced regional sales split compared to standalone positions. Cumulated sales target split 2015-2019:

5. ENHANCEMENT OF CORPORATE GOVERNANCE STRUCTURE

Two-tier SE ("Vorstand" and "Aufsichtsrat")

SKion
Supervisory Board
(independent) members Acciona group represented with two members

• Management board with around 50 years of experience in the wind industry

Acciona Energia …

Nordex will leverage Acciona's deep expertise in the full value chain of the wind industry

• 1. Intro and corporate strategy
• 2. Markets and market success
• 3. Products and R&D
• 4. Financials 9M 2015 and Guidance 2015
• 5. AWP merger – transaction rationale and integration
• 6. Appendix (shareholder structure; financial calendar)

Based on 80.882.447 shares, as of December, 2015; before closure of AWP merger

6. APPENDIX: FINANCIAL CALENDAR 2016 (STATUS DECEMBER 2015)

Date	Event
7-8 January	Investor Conference Lyon (Oddo)
19 January	Investor Conference Frankfurt (Frankfurt)
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
3 May	Interim Results Q1 2016
10 May	Annual General Meeting in Rostock (AGM)
8-10 June	Investor Conference Berlin (Deutsche Bank)
28 July	Interim Results H1 2016
30 August	Investor Conference Frankfurt (Commerzbank)
19-21 September	Investor Conference Munich (Goldman Sachs & Berenberg)
8 November	Investor Conference Paris (SocGen)
10 November	Interim Results Q3 2016

DISCLAIMER

This presentation was produced in December 2015 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.

THANK YOU FOR YOUR ATTENTION.

Nordex SE

Oliver Kayser Senior Manager Investor Relations Rolf Becker Junior Manager Investor Relations

Langenhorner Chaussee 600, 22419 Hamburg, Germany Phone: +49 (0)40 30030 1000 Fax: +49 (0)40 30030 1333 eMail: investor-relations@nordex-online.com

NDX1

ISIN: DE000A0D6554 WKN: A0D655

www.nordex-online.com