Solar — Investor Presentation 2014

Nov 24, 2014

Agreement to sell all of the assets and liabilities of REC Solar ASA to Bluestar Elkem Investment Co. Ltd. for NOK 4,340 million

Presentation by REC Solar ASA

Ole Enger, Chairman of the Board

Oslo, 24 November 2014

Disclaimer

This Presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for REC Solar ASA and REC Solar ASA's (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects, "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for REC Solar ASA's businesses, energy prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Presentation. Although REC Solar ASA believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. REC Solar ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither REC Solar ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use. The following slides should be read and considered in connection with the information given orally during the presentation. The REC Solar ASA shares have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act.

Transaction Overview

Bluestar Elkem Overview and Strategic Rationale

Sales Process and Transaction Rationale

Indicative Timetable

Acquirer	Bluestar Elkem Investment Co. Ltd. ("Bluestar Elkem"), a Hong Kong based company
Transaction Structure	Bluestar Elkem will purchase the entire business of REC Solar ASA. The business will be acquired through a Luxembourg company which will comprise all of the assets and liabilities of REC Solar ASA
Transaction Consideration	- NOK 4,340 million in cash, equivalent to NOK 108.50 per share - Shareholders expected to receive approx. NOK 107 per share, after transaction costs, via a solvent liquidation post closing Implied Enterprise Value of NOK 3,843 million(1) -
Premiums	Premium(2) on Friday 21st of 15.9%, 22.6%, 27.1% and 19.2% to the close October and 1-, 3-, 6-month volume weighted average share price respectively
Key Offer Conditions	- Approval from REC Solar shareholders through an EGM (2/3 majority) - Approval of Chinese/Singaporean regulatory authorities - Required anti-trust approvals
The Board of Directors' Recommendation	The Board of Directors unanimously recommends REC Solar shareholders to vote in favour of the proposed transaction at the EGM

^1. Based on NOK 108.50 per share equivalent and Q3 2014 net cash position of US\$ 73.2 million converted at NOK/US\$ 6.79 as of 21 November 2014.

^2. Based on closing share price as of 21 November 2014 (NOK 93.6 per share)

Irrevocable Undertakings	REC Solar shareholders, including primary insiders, comprising 20.2% of the outstanding shares have provided soft irrevocable undertakings to vote in favour of the transaction at the EGM
Financing	No financing conditions
Alternative proposals	- Non-solicit for alternative proposals - Right to change board recommendation and accept superior alternative proposal prior to EGM - Agreed break fee of USD 10 million if Board changes recommendation

Transaction Overview

Bluestar Elkem Overview and Strategic Rationale

Sales Process and Transaction Rationale

Indicative Timetable

• Elkem is one of the world's leading companies for environment-friendly production of materials. Its principal products are solar grade silicon, silicon, special alloys for the foundry industry, carbon and microsilica
• Elkem has 2100 employees, 14 production plants in Europe, America, Africa and Asia and an extensive network of sales offices in key markets
• Elkem has a strong focus on R&D with 150 people engaged in R&D activities and a global research centre in Kristiansand, Norway
• Elkem revenues in 2013 were 7,9 BNOK

• Elkem is owned by Bluestar since 2011.

• Elkem Solar has produced solar silicon in Kristiansand, Norway, since 2009 based on a proprietary production technology reducing energy consumption by 75% compared to traditional technologies

• Elkem has a strategic ambition to grow in the solar industry through establishing a leading integrated player
• Elkem Solar and REC Solar have developed a strong business relationship
• There is a good strategic fit between the companies
• The combined entity will have a strong basis for further development and growth by leveraging REC Solar's leading global brand, strong distribution channels and reputation for quality

Transaction Overview

Bluestar Elkem Overview and Strategic Rationale

Sales Process and Transaction Rationale

Indicative Timetable

• Nomura International plc was appointed as financial adviser to REC Solar in January 2014 with a mandate to identify and approach potential purchasers
• Nomura conducted an extensive test of potential acquisition interest in the Company from strategic acquirers and financial investors, including making contact with over 50 potential acquirers globally
• A subsequent broad competitive auction process was run, including the provision of Information Memorandum, Management Presentations and site visits for a significant number of parties

• After evaluation of the interest expressed in REC Solar, and negotiations with certain parties, the Bluestar Elkem proposal was selected as representing superior value to Company shareholders

• The transaction provides a compelling opportunity for REC Solar shareholders against the backdrop of a highly competitive solar supply market and the Board's expectations of the investments required to continue to develop the company independently

• The Board of Directors unanimously recommends REC Solar shareholders to vote in favour of the proposed transaction at an upcoming EGM

Transaction Overview

Bluestar Elkem Overview and Strategic Rationale

Sales Process and Transaction Rationale

Indicative Timetable

December 2014	Information material and EGM notice distributed to REC Solar shareholders
By 16 January 2015	REC Solar EGM expected to be held
March/April 2015	Transaction closing
Q2 2015	Delisting and solvent liquidation of REC Solar to occur shortly after transaction closing

Transaction Overview

Bluestar Elkem Overview and Strategic Rationale

Sales Process and Transaction Rationale

Indicative Timetable

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