PNE AG — Investor Presentation 2015

Nov 19, 2015

Wind farm Buchholz

This presentation is for information purposes only and does not constitute a public offer or invitation to subscribe for or purchase any securities of PNE WIND AG and neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever. This presentation is being furnished to you solely for your information and may not be reproduced or redistributed to any other person in whole or in part.

All information contained herein has been carefully prepared. Nevertheless, we do not guarantee its accuracy or completeness.

The information contained in this presentation is subject to amendment, revision and updating. Certain statements contained in this presentation may be statements of future expectations and other forward-looking statements that are based on the company's current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those in such statements as a result of, among others, factors, changing business or other market conditions and the prospects for growth anticipated by the management of the Company. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable Securities Laws.

9M 2015 – HIGHLIGHTS

• The first nine months of 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 and
• 1. the continued development of our new YieldCo business model.
• 119.8 MW of German onshore projects under construction or commissioned YieldCo project Chransdorf with 57.6 MW began operations in third quarter of 2015
• International activities well underway UK business (100%) sold for up to GBP 103 million of which GBP 40 million has been paid. Successful in the first UK tender and projects in Poland, South Africa and Turkey are now being prepared for upcoming tenders
• Total performance at EUR 189.5 million vs. EUR 201.5 million during first nine months of 2015. Build out of YieldCo leads to lower revenues at EUR 80.5 million (prior year EUR 184.1 million) and rise in work in progress. Sales in 2015 primarily driven by UK transaction, WKN onshore project sales and electricity generation
• EBIT at EUR 16.7 million in first nine months 2015 vs. EUR 7.7 million last year UK transaction was primary earnings driver. YieldCo earnings before tax of EUR 17.1 million generated in 2015 but not included in reported EBIT figure. Earnings per share rise to EUR 0.13 (prior year EUR 0.00)
• Guidance: EBIT of EUR 5 15 million for 2015. The forecast has been lowered because the approval of the UK project "Sallachy" (66 MW) has not been granted contrary to previous expectations. The reasons for refusal are currently being analyzed. Also approaches for an opposition procedure are being reviewed.

TABLE OF CONTENTS

PNE WIND GROUP

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

YIELDCO OVERVIEW

• 1. STRUCTURE
• 1. TRANSACTIONS

MARKET & STRATEGY

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

Projects PNE WIND Group
Realised onshore projects
$Z\Box$ 2.317 MW
Under development Germany - onshore $> 1.300$ MW
Under development Germany - offshore
	4,700 MW
Under development international - onshore	$> 3,600$ MW
300 MW 600 MW 900 MW 1,200 MW 0 MW	4.500 MW

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. 4,900 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 realized or project rights with 2,317 MW in sold
• Projects / project rights successfully sold in the UK, Germany, Italy, Poland, France, US, Spain
• UK pipeline with approx.1,200 MW 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

Jörg Klowat Chief Financial Officer (CFO)

Markus Lesser Chief Operating Officer & Interim CEO

• Experienced management team with many years of sector experience creates a strong foundation for future growth
• Successful track record based on organic and inorganic growth

AGM - UPDATE

• Dividend of EUR 0.04 per basic share distributed

Alexis Fries Chairman

Wilken von Hodenberg

Andreas Beyer

Per Hornung Pedersen

Andreas Rohardt

Christoph Groß

TRACK RECORD

• Shareholder equity increased to EUR 178.7 million at end of first nine months of 2015
• Book value per share of EUR 2.33 as at end of first nine months 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

• 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

Reflects the typical period for a German project – deviations are possible

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 till the mid of 2021

PNE ONSHORE PIPELINE

• In Germany, Köhlen (21.3 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 beginning 2016
• 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 milestones up to GBP 63 million expected
  • 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 the mid of 2021

Country*	I-II	III	IV	Total MW
Germany	1,026	58	33	1,117
Bulgaria	121	0	0	121
Romania	55	102	0	157
Turkey	700	0	0	700
Hungary	0	42	0	42
USA	172	180	0	352
Canada	555	0	0	555
Total	2,629	382	33	3,044

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

Phase IV = Implementation

* as of September 30, 2015

Milestone	2015	2016-2021	Total
UK	GBP 40M	up to GBP 63M	GBP 103M

WKN ONSHORE PIPELINE

Country*	I-II	III	IV	Total MW
Germany	146	44	19	209
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	19	1,871

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

Phase IV = Implementation

* as of September 30, 2015

• In Germany,
• 1. 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 Poland, a 32 MW In UK, the final approval for a 66 MW project was not granted contrary to expectations. Reasons for rejection are currently being analyzed as well as approaches for an opposition procedure
• project is being prepared for a tender planned in 2016
• In South Africa, a 30 MW project is being prepared for upcoming tender
• In Italy, projects are being prepared for future expected tenders
• In Sweden, environmental permits for 26 turbines received in 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
• 1. Borkum Riffgrund I operational
• 1. Gode Wind 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

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	8	78	312
Borkum Riffgrund II	5	56	448
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		356	2,160
Phase 2 = Application conference held	Phase 6 = Investment decision
Phase 3 = Hearing held		Phase 7 = Under construction
Phase 4 = Approval granted		Phase 8 = In operation
Phase 5 = Grid connection

OFFSHORE PROJECTS

• Borkum Riffgrund and Gode Wind sold to DONG Energy
• 1. Borkum Riffgrund I in operation
• 1. 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 expected
• 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 expected
• Atlantis offshore projects acquired in 2013 hearing held for Atlantis I in 2014
• Grid connection & future offshore developments (tenders) being politically debated

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. 760 wind turbines with approx. 1,400 MW of capacity under management

PROFIT & LOSS (IFRS)

In EURm	9M2015	9M2014	2014
Sales	80.5	184.1	211.3
Work in progress	104.9	15.0	19.1
Other income	4.2	2.4	3.6
Total performance	189.5	201.5	233.9
Cost of materials	-124.4	-152.8	-170.5
Personnel	-22.3	-19.6	-27.0
Depreciation	-7.0	-5.7	-8.5
Others	-19.1	-15.7	-25.2
EBIT	16.7	7.7	2.7
Net interest	-9.4	-9.0	-12.5
Participations	0	0	-5.3
EBT	7.3	-1.3	-15.2
Net income	9.8	-0.1	-13.0
EPS (in EUR)	0.13	0.00	-0.22
EPS diluted (in EUR)	0.13	0.00	-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 10.0 million)
• Build out of YieldCo leads to lower revenues at EUR 80.5 million (prior year EUR 184.1 million) and rise in work in progress. Total performance at EUR 189.5 million vs. EUR 201.5 million
• EBIT at EUR 16.7 million up from EUR 7.7 million. UK transaction generated positive EUR 35 million EBIT effect in second quarter. YieldCo earnings before tax of EUR 17.1 million generated in 2015 but not included in reported EBIT figure
• 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 9.8 million up from EUR -0.1 million. EPS of EUR 0.13 up year on year from EUR 0.00

• For the fiscal year 2015, an EBIT of EUR 5 to 15 million is expected

• Property, Plant and Equipment of EUR 157.4 million main items include technical equipment and land and buildings

• Inventories of EUR 129.7 million include advance payments of EUR 9.9 million and work in progress of EUR 119.7 million represented by
• 1. German onshore EUR 22.4 million & offshore EUR 41.5 million
• 1. Europe (excl. Germany) EUR 48.6 million
• 1. South Africa EUR 2.9 million,
• 1. US EUR 4.2 million
• Accounts Receivables of EUR 27.1 million include construction contracts for projects under construction
• Cash position of EUR 111.7 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 178.7 million, equity ratio of 35% increase driven by net profit of EUR 9.8 million and capital increase – EUR 9.5 million in gross proceeds
• The long term liabilities of EUR 207.9 million corporate bond 2013/18 (EUR 96.9 million), convertible bond (EUR 6.1 million), project level financing (EUR 90.0 million)
• Short term liabilities of EUR 106.8 million project level financing of (EUR 33.0 million), WKN loans (EUR 26.0 million), accounts payable (EUR 18.0 million), deferred revenues (EUR 11.9 million)
• Net debt totaled EUR 155.7 million up from EUR 115.0 million as at December 31, 2014
• Total project level financing at EUR 123.0 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

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

YIELDCO - PROJECTS

Project	Location	Status	MW	Scheduled completion
Chransdorf	Brandenburg	Commissioned	57.6
	North Rhine	Under		Q4 2015
Waldfeucht	Westphalia	construction	9.0
	Lower	Under		First half of
Apensen II	Saxony	construction	6.0	2016
	Lower	Under		Second half
Köhlen	Saxony	construction	21.3	2016
Total			93.9

• YieldCo portfolio currently consists of 93.9 MW of projects which are in operation or under construction –
• Chransdorf with 57.6 MW entered operations in Q3 2015
• 3 additional projects under construction
• Remaining projects to bring portfolio to target size of 150 MW are in permitting process
• As at September, PNE WIND has invested EUR 54.8 million of its own funds
• Project level financing of EUR 101.6 million drawn

	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
• Chorus Clean Energy AG successfully completes its IPO in October, marking the first German YieldCo

TABLE OF CONTENTS

PNE WIND GROUP

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

YIELDCO OVERVIEW

• 1. STRUCTURE
• 1. TRANSACTIONS

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. Greenhouse gas emissions to be reduced by 80 to 95 percent by 2050 - compared to 1990
• 1. By 2030, renewable energy should cover 27 percent of energy consumption
• 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

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