PNE AG — AGM Information 2015

Sep 25, 2015

Windpark Buchholz

1H 2015 – HIGHLIGHTS

• The first half year 2015 was characterized by
• 1. the successful sale of PNE WIND UK to Brookfield
• 1. the continuation of our on and offshore development activities in Germany and abroad
• 1. the continued development of our new YieldCo business model
• 1. private placement completed gross proceeds of EUR 9.5 million
• 99 MW of German onshore projects under construction 70 MW at PNE WIND and 29 MW at WKN
• International activities well underway UK business (100%) sold for GBP 103 million of which GBP 40 million has been paid. Projects being prepared for tenders in Poland, South Africa, Turkey
• Deferral of wind farm sales - initiation of YieldCo – leads to lower revenues at EUR 71.9 million during first half 2015 (prior year EUR 117.9 million) – Sales in 2015 primarily driven by UK transaction, WKN onshore project sales and electricity generation
• EBIT at EUR 24.0 million in first half 2015 vs. EUR 2.8 million last year UK transaction had a positive EBIT effect of approx. EUR 35 million in 2Q15. Earnings per share at EUR 0.25 (prior year EUR -0.04)
• Guidance confirmed Cumulative EBIT of EUR 110-130 million during the 2014-2016 period room to increase earnings with realization of YieldCo concept. For 2015, EBIT of EUR 30 to 40 million forecasted

AGM – OVERVIEW

TABLE OF CONTENTS

PNE WIND GROUP

• 1. AT A GLANCE
• 1. CORE COMPETENCIES
• 1. FINANCIALS

YIELDCO OVERVIEW

• 1. STRUCTURE
• 1. TRANSACTIONS
• 1. OPPORTUNITY

MARKET & STRATEGY

• 1. GLOBAL TRENDS
• 1. MARKET TRENDS
• 1. STOCK AND BOND CHARTS

AT A GLANCE

• Development and implementation of wind farm projects in Germany and abroad, both onshore and offshore
• Projects in 13 different countries
• Approx. 380 employees
• Onshore: wind farms with a nominal capacity of approx. 5,000 MW in development
• Offshore: 13 projects with a total nominal capacity of approx. 4,700 MW in development / thereof six own projects
• Operation and Maintenance (O&M) services including commercial and technical management

REFERENCES

• Onshore wind farms or project rights with 2,250 MW in sold
• Projects / project rights successfully sold in the UK, Germany, Italy, Poland, France, US, Spain
• UK pipeline with approx.1,200 MW (incl. 66 MW option) sold to Brookfield - 117 MW permitted as of 2015
• 7 offshore projects sold with a total nominal capacity of up to 2,061 MW

MANAGEMENT

Martin Billhardt Chief Executive Officer (CEO)

Jörg Klowat Chief Financial Officer (CFO)

Markus Lesser Chief Operating Officer (COO)

• Experienced management team with more than 45 years of cumulative experience creates a strong foundation for future growth
• Successful track record based on organic and inorganic growth

TRACK RECORD

• Shareholder equity increased to EUR 187.9 million at end of first half of 2015
• Book value per share of EUR 2.45 as at end of first half of 2015

CORE COMPETENCIES

Actual time to develop may take longer, in particular in the international markets

• Development, financing and construction of wind farms
• Direct sales channels to infrastructure funds and utilities
• New sales channel targeted with advent of YieldCo
• After-sales support through commercial and technical management services

CORE COMPETENCIES

Actual time to develop may take longer, in particular in the international markets

• Key points needed for development
• 1. Wind in m/s
• 1. Permit
• 1. Grid connection
• 1. Stable regulatory environment
• PNE WIND generates value especially ahead of implementation phase
• Chance of successful project development increases with each phase of project; capital at risk mirrors this development

ONSHORE PROJECTS

*

*GB - PNE WIND UK project pipeline sold – milestone payments expected through 2020

• PNE WIND group is present 13 different countries on 3 continents
• International growth markets provide long term perspective
• PNE WIND UK projects are being further developed by Brookfield - milestone payments expected through 2020

PNE ONSHORE PIPELINE

• In Germany, Chransdorf (57.6 MW) and Waldfeucht (12 MW) under construction
• In Turkey, cooperation with STEAG developing positively
• 1. Pre-licenses for 230 MW of projects submitted
• 1. Tender for grid connections expected at year end
• In the USA, construction activities underway to keep eligibility for PTC
• In the UK, transaction with Brookfield completed – for 100% of shares;
• 1. GBP 40 million in upfront payments further GBP 63 million in milestones
• 1. 117 MW with planning permission Tralorg (20 MW) Kennoxhead (64.6 MW) Penbreck (18 MW) Meikle Hill (13.8 MW)
• 1. Additional projects in pipeline to trigger milestones through 2020

Country*	I-II	III	IV	Total MW
Germany	983	77	70	1,130
Bulgaria	121	0	0	121
Romania	55	102	0	157
Turkey	700	0	0	700
Hungary	0	42	0	42
USA	169	183	0	352
Canada	575	0	0	575
Total	2,603	404	70	3,077

Phase I – II = Exploration & Development Phase III = Planning

Phase IV = Implementation

* as of 30 June 2015

Milestone	2015	2016-2020	Total
UK	GBP 40M	GBP 63M	GBP 103M

WKN ONSHORE PIPELINE

Country*	I-II	III	IV	Total MW
Germany	146	44	29	219
Italy	510	0	0	510
France	178	88	0	266
Poland	243	42	0	285
UK	0	66	0	66
South Africa	130	0	0	130
Sweden	240	0	0	240
USA	165	0	0	165
Total	1,612	240	29	1,881

Phase I – II = Exploration & Development Phase III = Planning

Phase IV = Implementation

* as of 30 June 2015

• In Germany,
• 1. Looft II (10.2 MW) Siebenbäumen (6.2 MW) Nentzelsrode (6.9 MW) sold to KGAL and CEE in 2014
• 1. Apensen II (6 MW) part of YieldCo portfolio
• In the UK, a 66 MW project is awaiting final planning permission – Brookfield has an option to buy the project
• In Poland, a 32 MW project is being prepared for a tender planned in 2016
• In South Africa, a 30 MW project is being prepared for tender in Oct 2015
• In Italy, projects are being prepared for future expected tenders
• In Sweden, the first environmental permit for one project was received in June 2015

OFFSHORE PROJECTS

• 7 offshore projects sold with a total nominal capacity of up to 2,061 MW
• Borkum Riffgrund and Gode Wind projects sold to DONG Energy – first turbines installed
• Total output of 6 own projects in planning 2,640 MW
• PNE WIND remains as service provider for projects after they have been sold

OFFSHORE PROJECTS

• Borkum Riffgrund and Gode Wind sold to DONG Energy
• 1. Borkum Riffgrund I & Gode Wind 1 & 2 are under construction
• 1. From Gode Wind transaction, EUR 129 million received since August 2012 – EUR 25 million in milestone payments still due
• 1. Hearing held for Gode Wind 3 in 2014
• 1. Borkum Riffgrund II MHI VESTAS selected as preferred supplier, EUR 7.3 million in milestone payments due
• Atlantis offshore projects acquired in 2013 hearing held for Atlantis I in 2014
• Grid connection & future offshore developments (tenders) being politically debated

Own Projects	Phase	WEA	Total MW
Nemo	2	80	480
Jules Verne	2	80	480
Nautilus I	2	80	480
Atlantis I	3	80	400
Atlantis II	2	80	400
Atlantis III	2	80	400
Total		480	2,640
Sold Projects	Phase	WEA	Total MW
Borkum Riffgrund I & II	7 / 5	78 + 97	661
Gode Wind 1 & 2	7 / 7	55 + 42	582
Gode Wind 3 & 4	3 / 4	15 + 42	342
HTOD5 (Nautilus II )	2	68	476
Total		397	2,061
Phase 2 = Application conference held			Phase 5 = Grid connection
Phase 3 = Hearing held			Phase 6 = Investment decision

O&M SERVICES

• Operation and Maintenance (O&M) services organized within energy consult GmbH
• Yield optimization and reduction of downtime and operating costs
• Currently wind turbines from AN Bonus / Siemens, DeWind, Enercon, Fuhrländer, Nordex / Südwind, Vestas in care
• Approx. 700 wind turbines with > 1,200 MW of capacity under management

PROFIT & LOSS (IFRS)

In EURm	1H2015	1H2014	2014
Sales	71.9	117.9	211.3
Total performance	89.8	134.7	233.9
Cost of materials	-35.6	-105.4	-170.5
Personnel	-13.8	-13.3	-27.0
Depreciation	-3.9	-3.7	-8.5
Others	-12.5	-9.4	-25.2
EBIT	24.0	2.8	2.7
Net interest	-5.9	-5.8	-12.5
Participations	0	0	-5.3
EBT	18.1	-3.0	-15.2
Net income	18.4	-2.4	-13.0
EPS (in EUR)	0.25	-0.04	-0.22
EPS diluted (in EUR)	0.24	-0.04	-0.21

• Group sales were primarily generated by the sale of PNE WIND UK, German onshore projects (Siebenbäumen, Looft II, Nentzelsrode) and electricity generation (EUR 5.9 million)
• EBIT at EUR 24.0 million up from EUR 2.8 million last year. UK transaction generated positive EUR 35 million EBIT effect in second quarter
• Net interest expense arises from EUR 100 million corporate bond placed in 2013 (8% coupon) and the EUR 6.6 million convertible bond 2014/19
• Net income increased to EUR 18.4 million up from EUR -2.4 million. EPS of EUR 0.25 up year on year from EUR -0.04

• For the full year, EBIT of EUR 30 to 40 million expected

• Property, Plant and Equipment of EUR 62.7 million main items include technical equipment and land and buildings

• Assets held for sale include Passauer land EUR 11.9 million
• Inventories of EUR 217.9 million include advance payments of EUR 77.8 million and work in progress of EUR 139.9 million represented by
• 1. German onshore EUR 42.8 million & offshore EUR 40.8 million
• 1. Europe (excl. Germany) EUR 48.8 million
• 1. South Africa EUR 3.3 million, US EUR 4.2 million
• Accounts Receivables of EUR 30.0 million include construction contracts for projects under construction
• Cash position of EUR 105.8 million up from EUR 72.2 million at start of year – driven primarily by UK transaction and capital increase

BALANCE SHEET ASSETS (IFRS)

• Equity at EUR 187.9 million, equity ratio of 37% increase driven by net profit of EUR 18.4 million and capital increase – EUR 9.5 million in gross proceeds
• The long term liabilities of EUR 144.7 million corporate bond 2013/18 (EUR 96.7 million), convertible bond (EUR 6.1 million), project level financing (EUR 19.2 million) and WKN working capital loans (EUR 6.0 million)
• Short term liabilities of EUR 154.7 million project level financing of (EUR 75.8 million) WKN credit line (EUR 20.0 million), accounts payable (EUR 19.5 million), deferred revenues (EUR 12.3 million)
• Net debt totaled EUR 137.6 million up from EUR 115.0 million as at December 31, 2014
• Total project level financing at EUR 100.6 million up from EUR 43.1 million as at December 31, 2014

BALANCE SHEET LIABILITES (IFRS)

TABLE OF CONTENTS

PNE WIND GROUP

• 1. AT A GLANCE
• 1. CORE COMPETENCIES
• 1. FINANCIALS

YIELDCO OVERVIEW

• 1. STRUCTURE
• 1. TRANSACTIONS
• 1. OPPORTUNITY

MARKET & STRATEGY

• 1. GLOBAL TRENDS
• 1. MARKET TRENDS
• 1. STOCK AND BOND CHARTS

YIELDCO STRUCTURE

• PNE WIND AG and YieldCo represent two separate business –
• PNE WIND focused on wind farm development and O&M
• YieldCo is asset manager– earnings from wind farms distributed to its investors via dividends
• 1) Projects sold to YieldCo use same quality criteria as with sales to external customers -
• Projects in pipeline available for additional project acquisitions
• 2 ) PNE WIND AG provides management services to YieldCo and O&M services to wind parks
• 3) Dividend distributions YieldCo investors
• 4) Dividend distributions to PNE WIND AG

	Funds raised	Assets - IPO	Development partner	Management Team
TRIG	£300m	276 MW	RES	InfraRed
Green coats	£260m	126 MW	None	Climate C. Capital
NRG Yield	\$468m	2,000 MW	NRG	NRG
Nextera E.P.	\$438m	989 MW	NEE	NEE
Pattern	\$352m	1,040 MW	PEG LP	PEG LP
Foresight	£150m	126 MW	None	Foresight
Terraform	\$533m	808 MW	SunEdision	SunEdision
Saeta	€435 m	689 MW	ACS	ACS

YIELD CO/IPP – PEER GROUP

• Investors looking for yield are backing renewable IPPs/Yieldcos with a number of IPO transactions taking place; over £2.5 billion raised (UK; EU; US)
• Recent deals illustrate successful IPOs are achievable when;
• 1. backed by a strong development company with proven management
• 1. operational assets in regions with low regulatory risk
• 1. development portfolio to feed "Newco" with projects to grow business

OPPORTUNITY

• Dividend yields range on publically traded companies from 2.6% to 7.0%
• Dividend required follows closely with portfolio size and growth prospects

TABLE OF CONTENTS

PNE WIND GROUP

• 1. AT A GLANCE
• 1. CORE COMPETENCIES
• 1. FINANCIALS

YIELDCO OVERVIEW

• 1. STRUCTURE
• 1. TRANSACTIONS
• 1. OPPORTUNITY

MARKET & STRATEGY

• 1. GLOBAL TRENDS
• 1. MARKET TRENDS
• 1. STOCK AND BOND CHARTS

GLOBAL TRENDS

• Wind as a percentage of electricity mix
• 1. Denmark 29.9 %
• 1. Spain 17.8 %
• 1. Portugal 20.0 %
• 1. Deutschland 9.1 %
• 1. USA 4.1 %
• 1. World 2.5 %
• IEA forecasts wind to contribute 15 to 18 % of the global electricity mix by 2050
• High growth rate (>10 %) projected through 2020

REGULATORY TRENDS

• Europe European Union has agreed to a new policy framework for climate and energy for 2020 and 2030
• 1. By 2030, renewable energy should cover 27 percent of energy consumption
• 1. Greenhouse gas emissions to be reduced by 80 to 95 percent by 2050 - compared to 1990
• US Renewable Portfolio Standards in 37 States plus federal tax credits
• South Africa's REIPPP program calls for 18,000 MW of renewables requiring ~8,400 MW of wind
• Turkey targets 30% renewables by 2023, requiring ~ 20,000 MW of wind

ENERGY TRENDS

• The price of onshore wind power is already today nearly competitive with generation costs from coal, gas and nuclear power
• Improvements in the wind turbine technology result in higher energy yields and lower operation and maintenance costs

STOCK & BONDS OUTSTANDING

WKN / ISIN	AOJBPG / DE000A0JBPG2
Number of shares	76,553,439
Market capitalization (30 June 2015)	EUR 157.1 m
Free Float	Approx. 84.5%
Market segment	Prime Standard
Indices	CDAX Technology, ÖkoDAX
Designated Sponsors / Market Maker	Commerzbank VEM Aktienbank ODDO Seydler Bank
Reuters / Bloomberg	PNEGn / PNE3

Corporate bond 2013/2018 (WKN: A1R074) Coupon 8%, Prime Standard, Total volume EUR 100m

Convertible bond 2014/2019 (WKN: A12UMG) Coupon 3.75%, Strike price EUR 3.30, Total volume EUR 6.6 m

THANK YOU

CONTACT

Rainer Heinsohn Head of Communication Tel: +49 (0) 47 21 – 7 18 - 453 Fax: +49 (0) 47 21 – 7 18 - 373 E-mail: rainer.heinsohn@pnewind.com

Scott McCollister Head of Investor Relations Tel: +49 (0) 47 21 – 7 18 - 454 Fax: +49 (0) 47 21 – 7 18 - 373 E-mail: scott.mccollister@pnewind.com