193 184 47
191 191 191
226 140 5 217 209 101
49 47 50
199 207 60
250 169 38 Creating a Global Wind Industry Leader
17 June 2016 193 184 47 Today’s Participants
191 191 191
226 140 • Ignacio Martín 5 Executive Chairman, Gamesa 217 209 101
49 • Lisa Davis 47 50 Managing Board Member, Siemens AG
199 207 60 • David Mesonero 250 Head of Corporate Development, Gamesa 169 38
• Ignacio Artázcoz Chief Financial Officer, Gamesa
2 193 184 47 Agenda
191 191 191
226 140 1. Introduction 5 217 209 2. Companies Overview 101
49 47 3. Transaction Rationale 50
199 207 4. Transaction Structure 60
250 5. Conclusion 169 38 Appendix
3 193 184 47
191 191 191
226 140 5 217 209 101
49 47 50
199 207 60
250 169 38
1. Introduction 193 184 Gamesa: Focus on Value Creation through 47
191 Profitable Growth and Cash Generation 191 Value Creation for 191 Strategy Delivery of Guidance Shareholders 226 Gamesa: 140 +961% Leadership in turnaround: 5 2014 Results: 217 2013 • Cost reduction initiatives • Volume: c. 2.6 GW 961% 209 - Achievement of (2) 101 2014 • Balance sheet reinforcement 2013-2015 • EBIT : c. €191 m financial targets 1 • EBIT Margin (3): 8.3% 49 • Focus on core markets year in advance 47 50
199 Profitable growth: 207 2016 Targets: Share Price 60 • Tap growth opportunities in (1) 2015 • Volume: >3.8 GW Performance Aiming to achieve 250 - emerging and mature markets 2016 2015-2017 • EBIT: >€400 m + return to dividend 169 • Maintain cost control, breakeven 38 financial targets 1 • EBIT Margin: ≥9% focus and balance sheet strength year in advance Ibex 35: +6%
25-Oct-12 25-Apr-13 25-Oct-13 25-Apr-14 25-Oct-14 25-Apr-15 25-Oct-15 25-Apr-16 Share Price Performance Gamesa Ibex-35 Prepare Gamesa for beyond 2017
Today Announcement of merger with Siemens Wind Power to create a sector leader
Note (1): Since the 2012 Capital Markets Day (25 October 2012) until 15 June 2016 (2): Excluding non-recurring items 5 (3): EBIT margin at October 2012 exchange rates 193 184 47 Superior Strategic and Financial Transaction
191 Rationale 191 191 Key Transaction Highlights
226 Creation of a leading WTG manufacturer in onshore and offshore with true global 140 reach 5 Complementary growth profiles 217 209 Diversified and complementary platforms de-risking the business profile 101 Diversified business profile and geographical positioning 49 Strategic 47 Complementary portfolios and operational and management strengths 50 Combined business better positioned to create value for customers 199 Enhanced comprehensive global product and service offering focused on LCoE 207 optimization through technology and scale 60 Transaction structured to create value for all stakeholders (shareholders, clients, 250 employees, suppliers and communities) 169 38 €20.2 bn total combined order backlog Combined pro-forma LTM Mar-16 recurrent EBIT of €839 m (1) ~€230 m cost and revenue annual pre-tax run-rate synergies expected by year 4. More Financial than 50% in year 2 Financial support from Siemens Group EPS accretive for Gamesa shareholders from year 1 (2) Sound capital structure preserved
Note (1): Recurrent EBIT excluding synergies. €347 m for Gamesa and €492 m normalized standalone EBIT scope for Siemens (explained in slide 32) 6 (2): Including stock and cash terms. Excluding synergies and impacts from purchase accounting 193 184 47 Highly Attractive Friendly Transaction
191 191 191 Key Transaction Highlights 226 140 5 Transaction structure: Merger 217 Ownership in new company: Siemens 59% and Gamesa shareholders 41% (1) 209 101 Additional cash payment: €3.75 / share to Gamesa shareholders (2) Transaction Structure 49 26% of Gamesa’s unaffected (3) share price and Key Terms 47 (3) 50 25% of Gamesa’s L3M VWAP until unaffected date Global headquarters and public listing in Spain 199 207 Onshore headquarters in Spain and offshore headquarters in Germany / Denmark 60
250 169 Iberdrola supportive of proposed transaction 38 Agreement signed between Ibedrola and Siemens Transaction subject to the following conditions: Approval by Gamesa shareholders, Approvals & Timing mandatory tender offer exemption by CNMV and antitrust authorities approval Binding agreements reached with Areva waive non-compete/exclusivity restrictions in Adwen Expected closing Q1 2017
Note (1): Iberdrola maintains its equivalent stake of 8.1% in combined entity (2): As part of the merger, Siemens will make a cash payment of €3.75 per share to Gamesa. Extraordinary dividend to be paid to Gamesa shareholders post merger effectiveness (excluding Siemens) will amount to €3.75 less any ordinary dividends paid between signing of the agreements and completion of the merger to Gamesa’s shareholders 7 (3): As of 28 January 2016 193 184 47 Sound Anchor Shareholder Base Post
191 Transaction 191 191
226 Siemens Iberdrola 140 5 Largest European industrial Largest European utility by market 217 209 company capitalisation 101
49 New Gamesa as platform for wind Current world leader in renewable 47 50 power activities Gamesa energies + 199 Acts as a strategic partner to the Further investments in renewables, 207 Siemens 60 combined business globally Wind Power a core strategic pillar 250 Continues to provide support for Long lasting shareholder of Gamesa 169 38 offshore financing Key customer of Gamesa and
Key component supplier Siemens Wind Power
Wind Power will remain a Continued commitment as fully consolidated business shareholder and key of Siemens’ energy portfolio customer
8 193 184 47
191 191 191
226 140 5 217 209 101
49 47 50
199 207 60
250 169 38
2. Companies Overview 193 184 47 Creation of an Operational and Financial
191 Sector Champion 191 Pro Forma Entity 191 Siemens Gamesa (Exl. Synergies & Wind Power Ending March 2016 Transaction 226 Ending March 2016 140 adjustments) 5 (1) 217 Backlog (WTG and O&M) €5.4 bn €14.8 bn €20.2 bn 209 101 LTM Revenues (2) €3.7 bn €5.5 bn €9.3 bn 49 47 50 LTM recurrent EBIT (2) €347 m €492 m (3) €839 m (3) 199 207 (2) (3) (3) 60 LTM recurrent EBIT Margin 9.2% 8.9% 9.1%
250 169 Net Cash Position (1) €194 m N.A. Cash positive 38
Accumulated Installed Base (1) 35 GW 34 GW 69 GW
LTM GW Installed (2) 3.3 GW 5.9 GW (4) 9.2 GW
GW Under O&M (1) 22.3 GW (5) 24.6 GW (5) 46.9 GW
Note (1): As at 31 March 2016 (2): LTM Mar -16 10 (3): Based on recurrent EBIT. Normalized standalone EBIT scope for Siemens (explained on slide 32) (4): Based on completed projects LTM Mar -16 (5): Including warranty 193 184 47 Gamesa among Onshore Leaders Strongly
191 Positioned in Attractive Emerging Markets 191 191 Business Overview Regional Footprint (1) 226 #4 onshore wind turbine manufacturer by 2015 installations 140 Headquartered in Spain 5 217 21 years of experience in wind
209 turbine's operation and maintenance China 101 Leading international services onshore player 49 Manufacturing facilities for key 47 Southern Europe components in Spain, China, India Traditional leading 50 player and Brazil
199 Mexico ~ 35 GW installed 1 India 1 207 60 22.3 GW under service Brazil 2 250 Lean and best-in-class operational 169 management practices. Focus on Market position 38 break-even point control and profitable growth Order Intake by Region (LTM Mar-16) Backlog by Business Unit (Mar-16)
RoW EMEA 9% North 12% America O&M 14% 40%
India Onshore 36% 60% LATAM 29% Source MAKE and company information
11 Note (1): Market position data based on onshore and offshore in 2015 (net additions in MW) 193 184 47 Siemens Wind Power as a Leading Player both
191 in Onshore and Offshore 191 191 Business Overview Regional Footprint (1) 226 #4 WTG global player and leader in offshore by 2015 installations 140 Siemens Wind Power (2) is a division 5 of Siemens Sweden 1 217 Headquartered in Germany / Denmark Canada 1 209 UK 1 101 35 years of wind experience (3)
USA 49 Nacelles and blades manufacturing 3 Germany 1 47 facilities in Canada, China, Denmark 50 and USA Morocco (4) 1 199 ~34 GW installed 207 60 24.6 GW under service: Thereof onshore: 17.8 GW 250 169 Thereof offshore: 6.8 GW Market position 38 Global reach and best-in-class O&M platform Order Intake by Region (LTM Mar-16) Backlog by Business Unit (Mar-16)
RoW Onshore 10% 14% O&M 42%
North America 29% EMEA 61% Offshore 44% Source MAKE and company information Note (1): Market position data based on onshore and offshore in 2015 (net additions in MW) (2): Siemens Wind Power and Renewables businesses not related with wind turbine manufacturing excluded from transaction: Hydro, stake in A2Sea and Gwynt y Môr windfarm 12 (3): Including Bonus, which was acquired in 2004 (4): Market position in 2014. No MWs were installed in 2015 193 184 47
191 191 191
226 140 5 217 209 101
49 47 50
199 207 60
250 169 38
3. Transaction Rationale
13 193 184 47 Transaction Rationale
191 191 191 1 Creating a leading wind turbine manufacturer globally to add value to clients A Leading 226 Combined 140 Platform 2 Leading complementary growth profiles 5 Benefiting 217 from Scale Highly complementary platforms and operational and management 209 3 101 strengths Gamesa Complementary 49 + 47 & Diversified 4 Diversified, balanced and complementary geographical footprint 50 Siemens Wind 199 207 Power 5 Full range product portfolio to offer best-in-class LCoE to clients 60 Providing Enhanced 250 Offering to Service business with scale, global reach and a comprehensive offering 169 6 portfolio for clients 38 Clients
Strategic agreements with Siemens to explore differential value enhancing 7 initiatives
Strong synergy potential with complementary operational and management strengths driving up margins and de-risking business profile Significant value creation to stakeholders (shareholders, clients, employees, suppliers and communities)
14 193 184 1 47 Creating a Leading Wind Turbine Manufacturer
191 Globally to Add Value to Clients 191 191 Global Net Capacity Installed
226 2015A, Based on Net Additions 140 (GW) 5 8.2 7.6 6.9 6.4 217 4.6 3.6 3.1 209 2.9 2.6 2.5 2.2
101
49
47 G+S Gamesa
50 Gamesa
Siemens Siemens WP
Competitor 1 Competitor 2 Competitor 3 Competitor 4 Competitor 5 Competitor 6 Competitor 7 Competitor 8 Competitor
Gamesa+ Gamesa+ WP Siemens 199 WP Siemens 207 60 Reported Backlog (excl. Chinese Players) 250 March 2016 169 (€bn) 38 20.2 18.0 14.8 (1) 10.9 (2) 5.6 5.4 3.8
n.a.
G+S
Gamesa
Gamesa
Siemens
Gamesa+ Gamesa+ WP Siemens
Siemens WP Siemens
Competitor 1 Competitor 2 Competitor 3 Competitor 4 Competitor 5 Competitor
Source MAKE and company information for reported backlog Note (1): Renewable Energy Division included and considering FX as of 31 March 2016 15 (2): As of December 2015 193 184 1 47 Creating a Leading Wind Turbine Manufacturer
191 Globally to Add Value to Clients (cont’d) 191 191 Diversified Strong Position Across Different Regions (1) 226 140 Market 5 North 2 1 3 1 Asia Pacific 1 Position by LatAm Europe MEA America (exc. China) 217 Region 209 101
49 Through Domestic Leading Positions in Key Wind Markets 47 (2) 50 Top 10 Markets by Total Cumulative Net Additions, 2016-2020E (GW) A Leading International 199 3 1 1 2 1 1 6 5 1 3 207 Player 60
250 169 38
U.S. Germany India Brazil UK Mexico France Turkey Canada Netherlands China
Siemens Wind Power + Gamesa Market Position Onshore net additions Offshore net additions
Source MAKE Note (1): Siemens + Gamesa market position data based on onshore and offshore installations in 2014 and 2015 16 (2): Siemens + Gamesa market position data based on 2015 installations. Source 2016-2020E additions: MAKE 193 184 1 47 Creating a Leading Wind Turbine Manufacturer
191 Globally to Add Value to Clients (cont’d) 191 191 Gamesa Siemens Proforma 226 140 Gamesa 5 27% 73% 217 Best-in-class 209 101 Backlog 27% Siemens 49 73% 47 Total: €5.4 bn Total: €14.8 bn Total: €20.2 bn 50
Onshore 199 O&M O&M O&M Onshore 14% 207 40% 42% 41% 26% 60 Providing strong Revenue Potential Onshore 250 and Visibility 60% Offshore Offshore 169 44% 38 33% Total: €5.4 bn Total: €14.8 bn Total: €20.2 bn
Onshore 2016-2018 Backlog Revenue Conversion: Offshore 2016-2020 Complementary Profiles O&M Average contract length: 8 years
Source Company information
17 193 184 2 47 Leading Complementary Growth Profiles
191 191 191
226 Leading position of Gamesa in key growth Emerging Markets 140 5 Onshore Ability to benefit from Siemens foothold in Developed Markets to 217 increase market share 209 101
49 47 Leading market position of Siemens in the segment with better 50
199 Offshore growth prospects 207 60 Pole-positioning to benefit from attractive prospects of Asian
250 markets 169 38 Second largest installed base in the world benefiting from long- Services term contracts
Combined installed base providing value added growth
opportunities
18 193 184 3 47 Highly Complementary Platforms with Full
191 Market Access 191 191
226 140 Gamesa Siemens WP 5
217 Onshore market China, LatAm, India US, Canada and Europe 209 strongholds 71% of LTM Mar-16 onshore order 95% of LTM Mar-16 onshore order 101 intake intake 49 47 Offshore Very limited A market leader 50
199 Strong for “capacity restricted” Small Strong for “position limited” 207 overlap 60 Products & markets markets technology “Perfect match” 250 High capacity factor turbines & Large direct drive 169 tight cost control turbines for offshore 38 Positioned for Onshore growth markets and Offshore and growth service of installed fleet (~35 GW) service of installed fleet (~34 GW)
Southern European utilities Northern European and US utilities Customers Local IPPs in emerging markets Local IPPs in developed markets
19 193 184 3 47 Highly Complementary Operational and
191 Management Strengths 191 191
226 140 Commercial Positioning Profitability 5 217 Backlog Mature Emerging Onshore Offshore Services 209 (Size and Visibility) Markets Markets 101
49 47 50 Gamesa
199 207 60
250 169 Siemens 38
Combined
20 193 184 4 47 Diversified, Balanced and Complementary
191 Geographical Footprint 191 191
226 140 5 Siemens WP 217 Stronghold 209 101 Siemens WP 49 Stronghold 47 Gamesa 50 Stronghold
199 207 60
250 169 Gamesa 38 Stronghold
Siemens Wind Power Gamesa existing factory Gamesa key market Siemens Wind Market served existing factory Power key market by both Siemens Wind Power factory Gamesa factory under Source MAKE under construction construction
21 Note: Manufacturing facility in Mexico under construction through equity holding in Windar 193 184 4 47 Diversified, Balanced and Complementary
191 Geographical Footprint (cont’d) 191 191 Order Intake Geographic Breakdown (LTM Mar-16) 226 140 5 Gamesa Siemens Wind Power Proforma 217 Emerging 209 Developed 27% 10% 101 Emerging 40% 49 Developed 47 60% 50 Emerging Developed 73% 90% 199 207 Total: 4,097 MW Total: 4,410 MW Total: 8,507 MW 60
250 169 Gamesa Siemens Wind Power Proforma 38
RoW 12% EMEA 9% North RoW 10% RoW 11% America 14% North India 17% EMEA 36% America India 36% 29% EMEA 61% North LATAM LATAM America 29% 14% 22%
Total: 4,097 MW Total: 4,410 MW Total: 8,507 MW Source Company information
22 193 184 5 Full Range Product Portfolio to Offer Best-in-Class 47
191 LCoE to Clients 191 191 Turbines with Existing Firm Orders 226 Siemens Wind Power Gamesa 140 5 217 High wind Comprehensive D3 209 1 product portfolio 101 Position SWT-3.3-130 limited Medium wind 49 product Award-winning 47 product offering 50 Low wind Competitive Geared Onshore and Direct Drive 199 Mainstream technologies 207 High wind 60 Cover all wind G2 classes Capacity 2.0 + 2.5 250 restricted Medium wind Address all key 1 G114-2.0 MW 169 product market segments 38 Meet diversified Low wind customer requirements
G4 + D7 Offshore 5.0 (1) 1 SWT-7.0-154
Siemens platform Gamesa platform Adwen platform Industry Awards 2014 / 2015 “Wind Power Monthly”
23 Note (1): Offshore platform in Adwen 193 184 6 47 Service Business with Scale, Global Reach and
191 a Comprehensive Offering Portfolio for Clients 191 191 Significant Scale (1) Powerful Combination Advanced Portfolio 226 140 Backlog as of March 2016, €bn 5 9.4 8.4 6.2 217 209 2.2 2.1 1.0 101 n.a. n.a.
49 G+S
47 Siemens
50 Gamesa
Competitor 1 Competitor 2 Competitor 3 Competitor 4 Competitor 5 Competitor 199 Benefit from the 2nd largest installed Combined platform to benefit from Adaptive service portfolio tailored to 207 scale effects various operating models of clients 60 base worldwide Benefit from best-practice sharing Continuous operational enhancement » Combined installed base: 69 GW 250 Utilisation of product enhancements for improving fleet performance beyond ‘as 169 » Fleet under O&M: 47 GW built’ 38 clients Combined service backlog of ~€8.4 bn Significant synergies through: Advanced diagnostics and digitalisation capabilities Global service and repair network with » Global offering to clients Customized offshore offering including c. 5,500 employees » Consolidation of supply base specialized naval solutions » Higher utilisation of field service » Potential recovery of MWs lost
24 Note (1): Company information 193 184 7 47 Strategic Agreements with Siemens to Explore
191 Differential Value Enhancing Initiatives 191 191 Strategic Supply 226 Agreements 140 5 • Most competitive terms 217 scheme guaranteed 209 • Access to third party suppliers 101 preserved 49 47 50 STRATEGIC 199 Preferred Financing 207 Sales Support ALLIANCE Agreements and 60 Financial Support
250 • Access to markets/clients • Siemens to provide financial 169 through Siemens regional support to offshore projects 38 companies through Siemens Financial Services
Business Siemens Cooperations ONE
• Added value products and • Cross-identification of market services and client development • Identification of grid connection opportunities through solutions’ opportunities in Siemens’ group different offshore divisions 25 193 184 47 Significant Value Creation through Synergies
191 191 191 Key Measures Annual Synergies 226 pre-tax (€m) 140 Align development efforts across product portfolio 5 Insource / manufacturing footprint optimisation ~2.5% Consolidation of logistics and supplier base 217 230 209 Optimisation of project execution and sales force 101 Increase market share in key markets and penetrate new markets through cross-selling 49 47 50
199 207 60
250 169 38
R&D Supply Chain, G&A, Project Mgmt. O&M Total Cost Revenue Total Run-rate Logistics, Purchasing & Sales Synergies Synergies Synergies (WTG + O&M)
of LTM Mar-16 sales Note: Column size only for illustrative purposes
Full Synergy Potential to be Achieved by Year 4, More Than 50% by Year 2
26 Note: Synergies reviewed by strategic consultant 193 184 47
191 191 191
226 140 5 217 209 101
49 47 50
199 207 60
250 169 38
4. Transaction Structure
27 193 184 47 Transaction Summary
191 191 191 Merger of Gamesa and Siemens Wind Power Siemens Wind Power activities to be carved out into Spanish NewCo, which will be 226 Structure 140 merged with Gamesa in exchange for new Gamesa shares 5 Combined entity based and listed in Spain 217 209 101 Ownership post merger: 59% Siemens, 41% former Gamesa shareholders 49 47 » 59% / 41% exchange ratio calculated on a debt and cash-free basis 50 » Closing adjustment: Siemens to contribute additional cash / shareholder loan to 199 preserve 59% / 41% valuation at equity value, based on Gamesa net cash /debt as 207 Valuation at 31 December 2016 (and working capital position of both companies) 60 Cash payment to Gamesa shareholders of €3.75 / share (1), funded by Siemens, (2) 250 representing 26% of Gamesa’s unaffected share price 169 » Payment within 12 business days from merger completion 38 Value creation from substantial and tangible synergies (run-rate of ~€230 m p.a.)
Transaction agreed between Gamesa and Siemens Friendly Transaction Iberdrola supportive of transaction » Agreement signed between Iberdrola and Siemens
Note (1): As part of the merger, Siemens will make a cash payment of €3.75 per share to Gamesa. Extraordinary dividend to be paid to Gamesa shareholders post merger effectiveness (excluding Siemens) will amount to €3.75 less any ordinary dividends paid between signing of the agreements and completion of the merger to 28 Gamesa’s shareholders (2) : As of 28 January 2016 193 184 47 Transaction Summary (cont’d)
191 191 191
226 Board of Directors composed of 13 members: 5 appointed by Siemens (including 140 Chairman), 2 by Iberdrola, 4 independent and 2 executive (the CEO and the Secretary of 5 Board Composition the Board of Directors) 217 Related transactions subject to the supervision of an independent committee 209 101 (Audit Committee)
49 47 50 Conditions: 199 207 Approval of the transaction and the extraordinary dividend by Gamesa 60 shareholders 250 Conditions to Approval by antitrust authorities 169 38 Closing & Timing Mandatory tender offer exemption by CNMV Binding agreements reached with Areva waive non-compete/exclusivity restrictions in Adwen Expected closing Q1 2017
29 193 184 47 Transaction Structure
191 191 191 Current Structure (as Envisaged Post Carve-out) 226 140 Other Gamesa 5 Siemens Iberdrola Shareholders 217 209 100% 19.7% 80.3% 101 Spanish HoldCo 49 (incl. cash payment (1)) 47 50 100% Merger Gamesa 199 Siemens Wind 207 Power Entities 60
250 169 Post Transaction Structure 38 Other Gamesa Siemens Iberdrola Shareholders Cash 59.0% 8.1% Payment (1) 32.9%
Gamesa + Siemens Wind Power (Listed in Spain)
Note (1): As part of the merger, Siemens will make a cash payment of €3.75 per share to Gamesa. Extraordinary dividend to be paid to Gamesa shareholders post merger effectiveness (excluding Siemens) will amount to €3.75 less any ordinary dividends paid between signing of the agreements and completion of the merger to 30 Gamesa’s shareholders 193 184 47 Relative Valuation Considerations
191 Siemens to Own 59% of the Combined Company. Gamesa Shareholders to Own 41% of the 191 Combined Company (1) 191
226 (3) 140 Order Backlog 2016 Sales 2016 Recurring EBIT 5 (Mar-16) (LTM Mar-16) (LTM Mar-16) 217 209 Total: €20.2 bn Total: €9.3 bn Total: €839 m 101
49 47 50 59% 60% 199 73% 207 60
250 169 38 41% 40% 27%
Gamesa Siemens Wind Power
Cash payment of €3.75 per share to be paid to Gamesa shareholders (1)(2)
Note (1): Fairness opinion on the consideration being fair provided by Morgan Stanley (2): As part of the merger, Siemens will make a cash payment of €3.75 per share to Gamesa. Extraordinary dividend to be paid to Gamesa shareholders post merger 31 effectiveness (excluding Siemens) will amount to €3.75 less any ordinary dividends paid between signing of the agreements and completion of the merger to Gamesa’s shareholders (3): Based on recurrent EBIT. Normalized standalone EBIT scope for Siemens (explained in slide 32) 193 184 47 Relative Valuation Considerations – Siemens
191 Wind Power Normalised EBIT Post Carve-out 191 191 Bridge from Reported EBIT to Normalised EBIT Post carve-out (LTM Mar-16) (2) 226 Scope adjustments 140 Margin: Margin: 5 5.6% 8.9% Hydro, A2Sea and Gwynt y Môr not included in 217 209 perimeter 101 €492 €114 Normalisation 49 Elimination of one-time 47 €74 impacts mainly related to 50 segments 199 Stringent measures €312 €8 €304 207 implemented to fix 60 these issues 250 Standalone adjustments 169 38 Certain carve-out and pro- forma adjustments resulting from separation of Siemens Wind Power
Profit WP EBIT from Reported EBIT Normalisations Standalone Normalised (1) Reported scope Scope adjustments Standalone adjustments of EBIT Scope transaction
Note (1): Profit as of LTM Mar -16 (2): Analysis revised and validated by third party expert 32 193 184 47 Siemens Wind Power Normalised EBIT Post
191 Carve-out: Normalisation Adjustments 191 191 EBIT Normalisations (€m) LTM Mar-16 226 140 5 EBIT, as reported Scope 304 Concepts / Agreements 217 209 Product issues exceptional in nature 101 1 Blade Quality -
49 Funded estimated provision of c. €250 m as of March 2017 47 50 2 Main Bearings (covering current best estimate of potential cash out from
199 79 quality issues) 207 3 Segments 60 An additional indemnity of €250 m by Siemens for potential
additional expenses relating to the three identified one-off 250 Other (5) 169 quality items that resulted in losses in 2014 and 2015 38 Normalisations 74
Therein: Onshore ~30%
Therein: Offshore ~70%
EBIT, normalised 378
33 193 184 47 Siemens Wind Power Normalised EBIT Post
191 Carve-out: Standalone Adjustments Mar-16 191 191 Key Categories Description 226 140 5 Leaner setup suited to a single business line vs. existing structure 217 209 SG&A Corporate requirements for Siemens Global 101 support for standardised transactional 49 activities 47 50 Reductions mainly on overall IT governance Total Standalone 199 from the group and discontinuation of 207 IT Savings of €114 m support for unused business applications 60 (non-SG&A) LTM Mar-16
250 169 38 Certain land and building owned by Siemens Group’s real estate unit Real Estate In the course of the transaction, the (non-SG&A) respective assets will be transferred to Siemens Wind Power
Achievement of Standalone Savings (by Closing) Contractually Agreed
34 193 184 47 Indicative Timetable
191 191 191
226 Commencement of the Siemens Wind Power carve-out Immediately after signing 140 5 217 209 101 General shareholder’s meeting of Gamesa Q3 2016
49 47 50
199 Carve-out completion Q1 2017 207 60
250 169 Merger effectiveness End of Q1 2017 38
12 business days after the Merger Cash payment to Gamesa shareholders Effective Date
35 193 184 47
191 191 191
226 140 5 217 209 101
49 47 50
199 207 60
250 169 38
5. Conclusion
36 193 184 47 Gamesa Leading the Consolidation in the Wind
191 OEM Sector to Create Value to Stakeholders 191 191
226 140 5
217 Shareholders 209 101
49 47 50
199 207 Value Creation for 60 Suppliers All Stakeholders Clients 250 169 38
Communities Employees
37 193 184 47
191 191 191
226 140 5 217 209 101
49 47 50
199 207 60
250 169 38
Appendix
38 193 184 47 Agreement with Areva Regarding Adwen
191 191 191 Gamesa reached binding agreements with Areva related to Adwen on 17 June 2016
226 Areva waived existing offshore exclusivity / non-compete and IP restrictions to Gamesa simplifying merger 140 procedures with Siemens 5 Gamesa granted Areva a put option for Areva’s stake and a call option for Gamesa’s stake in Adwen 217 209 Put / call option expiration: 3 months since 17 June 2016 101 Areva allowed during the same period of 3 months to seek for alternative binding proposals for its stake in 49 Adwen 47 50 Gamesa granted Areva drag-along rights for Gamesa’s stake in case it decides to sell to a third party
199 Alternatives available for Areva at its own discretion during the three month period: 207 60 Exercise any of the options granted by Gamesa; or
250 Sell its stake in Adwen to a third party; or 169 38 Maintain its stake in Adwen Binding agreements between Gamesa and Areva endorsed by Siemens
Allows Gamesa to carry-out offshore activities outside Adwen Allows to provide shareholder stability to Adwen and its stakeholders
39 193 184 47 Disclaimer
191 191 This material has been prepared by Gamesa Corporación Tecnológica, S.A. and is disclosed solely for information purposes. 191 This document contains declarations which constitute forward-looking statements, and includes references to our current intentions, beliefs or 226 expectations regarding future events and trends that may affect our financial condition, earnings and share value. These forward-looking 140 statements do not constitute a warranty as to future performance and imply risks and uncertainties. Therefore, actual results may differ materially from those expressed or implied by the forward-looking statements, due to different factors, risks and uncertainties, such as 5 economical, competitive, regulatory or commercial factors. The value of any investment may rise or fall and, furthermore, it may not be 217 recovered, partially or completely. Likewise, past performance is not indicative of future results. 209 The facts, opinions, and forecasts included in this material are furnished as of the date of this document, and are based on the company’s 101 estimates and on sources believed to be reliable by Gamesa Corporación Tecnológica, S.A., but the company does not warrant their completeness, timeliness or accuracy, and, accordingly, no reliance should be placed on them in this connection. Both the information and the 49 conclusions contained in this document are subject to changes without notice. 47 Gamesa Corporación Tecnológica, S.A. undertakes no obligation to update forward-looking statements to reflect events or circumstances that 50 occur after the date the statements were made. 199 The results and evolution of the company may differ materially from those expressed in this document. None of the information contained in this 207 document constitutes a solicitation or offer to buy or sell any securities or advice or recommendations with regard to any other transaction. This 60 material does not provide any type of investment recommendation, or legal, tax or any other type of advice, and it should not be relied upon to make any investment or decision. 250 Any and all the decisions taken by any third party as a result of the information, materials or reports contained in this document are the sole and 169 exclusive risk and responsibility of that third party, and Gamesa Corporación Tecnológica, S.A. shall not be responsible for any damages derived 38 from the use of this document or its content.
40 193 184 47
191 191 191
226 140 5 217 209 101
49 47 50
199 207 60
250 169 38
Q&A
41