Not for release, publication or distribution directly or indirectly in the United States of America, Canada, Australia or Japan

Press Release Paris, 16 April 2015

Solairedirect, a pure play provider of solar energy operating across four continents, launches and sets the indicative price range for its Initial on the regulated market of Euronext Paris

• Solairedirect sets indicative offering price range for the Global Offering at €16.00 to €21.50 per share • The indicative price range for the Global Offering implies a market capitalization of €386 million for the Company at the mid-point of the indicative price range. • Initial size of the Global Offering: approximately €217.4 million, including approximately €175 million of newly issued shares and approximately €42.4 million of shares (based on the lower end of the indicative price range range) offered by certain financial shareholders and managers of Solairedirect and its subsidiaries • Over-allotment option granted by some of the selling shareholders representing up to 15% of the initial Global Offering size • Concurrent employee offering: approximately €1 million • The subscription period for the French Public Offering will open on 16 April 2015 and is expected to close on 28 April 2015 and the subscription period for the International Offering will open on 16 April 2015 and is expected to close on 29 April 2015 at 1:00 PM (Paris time), subject to early closing or extension. • Pricing of the Global Offering expected on 29 April 2015 • Trading on Euronext Paris expected to begin on 30 April 2015 on a when issued (promesses d’actions) basis • The planned capital raising is supported by compelling market fundamentals, with solar energy becoming a competitive energy source in Solairedirect’s target markets • Solairedirect operates a global platform present on four continents and is positioned to capture growth and value in the rapidly growing solar energy market • Solairedirect will use the net proceeds of the capital increase to enhance its financial and strategic flexibility and to fund investments in solar parks in pursuit of its strategy of extracting greater value from the parks it develops by retaining control of a greater number of its projects for sale at the brownfield rather than the greenfield stage.

Paris, 16 April 2015. Solairedirect S.A. (“Solairedirect” or the “Company”), a pure play provider of solar energy operating across four continents, today announced the launch of its (the “IPO”) on the regulated market of Euronext Paris (Compartment B). The French Autorité des marchés financiers (AMF) granted on 15 April visa number 15-154 in respect of the French language prospectus relating to the French public offering of Solairedirect, which consists of a document de base filed with the AMF on 4 March 2015 under number I.15-010, the actualisation of the document de base filed with the AMF on 25 March 2015 under number D-14-1169-A01 and a note d’opération and a summary of the prospectus (included in the prospectus). Not for release, publication or distribution directly or indirectly in the United States of America, Canada, Australia or Japan

The indicative price range for the Global Offering has been set at €16.00 to €21.50 per share. The first day of trading on the regulated market of Euronext Paris is expected to be 30 April 2015 on a when issued (promesses d’actions) basis.

Commenting on the planned IPO, Thierry Lepercq, CEO of Solairedirect said: "The IPO marks a new chapter in Solairedirect’s history and brings exciting opportunities to the Company, its investors, project partners and its employees. The global solar energy market is at an inflexion point due to the availability of competitive solar plants, which will lead to strong growth opportunities. Our IPO will help us make the most of these opportunities, whilst strengthening our positioning as an entrepreneurial market player with an industrialised approach to project development and plant management.”

Underwriting Syndicate

Citigroup Global Market Limited and Deutsche Bank AG, are acting as Joint Global Coordinators and Joint Lead Managers on the IPO. Crédit Agricole Corporate and Investment Bank, RBC Europe Limited and Carnegie AS are acting as Joint Lead Managers. Greentech Capital Advisors is acting as financial adviser to Solairedirect.

Structure of the Global Offering

The shares are being offered as part of a global offering (the “Global Offering”) consisting of: • an international offering (the “International Offering”) aimed primarily at institutional investors including: o a placement in France; and o an international in certain countries, including the United States in reliance on Rule 144A under the US Securities Act 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act; and • a public offering in France (the “French Public Offering”) in the form of a French public offering (offre à prix ouvert) aimed primarily at retail investors.

Size of the Offering

The Global Offering will include:

• €175 million of newly-issued shares to be offered by Solairedirect, generating estimated net proceeds of approximately € 159 million (based on the median price);

• approximately €42.4 million (based on the lower end of the offering price range) offered by the selling shareholders, which may be increased to approximately €75.0 million (based on the lower end of the offering price range) in the event the over-allotment option is exercised in full; and

In addition, approximately €1 million of new shares to certain employees of Solairedirect in a concurrent employee offering (assuming full subscription to the employee offering).

Indicative timetable for the Global Offering

The subscription period for the French Public Offering will open on 16 April 2015 and is expected to close on 28 April 2015 at 5:00 PM (Paris time) for orders placed at branches of financial institutions and 8:00 PM (Paris time) for orders placed online.

The subscription period for the International Offering will open on 16 April 2015 and is expected to close on 29 April 2015 at 1:00 PM (Paris time).

Purchase or subscription orders made by retail investors via the Internet in the French Public Offering will be revocable, via the Internet, until the closing of the French Public Offering (on 28 April at 8:00 PM (Paris time)). Any order issued in the context of the International Offering may be revoked with the Global Coordinators, Joint Lead-Managers and Joint having received that order, until April 29 2015, at 1:00 PM (Paris time), subject to early closing or extension.

Not for release, publication or distribution directly or indirectly in the United States of America, Canada, Australia or Japan

The offering price is expected to be determined on 29 April 2015.

Trading of the shares is expected to commence on 30 April 2015, on the regulated market of Euronext Paris (Compartment B), on a when issued basis in the form of promesses d’actions (undertakings to deliver shares) on a trading line entitled “Solairedirect PROM” until and including the settlement date for the Global Offering.

Settlement and delivery of the French Public Offering and International Offering is expected to take place on 4 May 2015.

Reasons for the Offering

The Group intends to use the net proceeds of the offering to enhance its financial and strategic flexibility. In particular, the Group intends to use it to fund investments in solar parks in pursuit of its strategy of extracting greater value from the parks its develops by retaining control of a greater number of its projects for sale at the brownfield rather than the greenfield stage.

The Company will not receive any proceeds from the sale of existing shares by the Selling Shareholders.

Solairedirect’s strategy

Solairedirect is a solar power company operating across four continents. The Company was founded in 2006 with the mission of harnessing the increasingly competitive nature of solar power compared to other energy sources. Capitalizing on its success in France, the Company began a targeted international expansion strategy early in its history aimed at establishing operations in additional markets it believes present attractive conditions for the development of solar power as a competitive source of energy.

The creation of Solairedirect was led by a strong conviction that solar would become competitive and a major source of energy. Today, solar is already competitive in many markets versus other sources of energy, even without subsidies, and Solairedirect has positioned itself to seize this disruptive opportunity. All 7 founders are still working at the company, fully engaged to continue capturing additional value and growth.

Solairedirect is a pureplay competitive solar company focused on the fast-growing solar energy market, which is not only a growing sector but also a shifting sector – from a subsidy-driven market to competitive-driven market. Solar as a competitive source of energy represents exciting new opportunities and tenders around the world are proving this with selected bids within the $50 / $90 per MWh range, on par or below cost of other traditional energy sources.

Solairedirect benefits from a high growth engine. Its development team has long standing relationships with a close network of partners and a track record at developing projects to completion. Its ability to source projects around the world is the engine for its growth. Solairedirect has a strong project portfolio under development of more than 4GW of opportunities, with a backlog and an execution plan in France, India and Latin America and new upcoming areas in the US and South Asia. Solairedirect built 106,5MW capacity in FY 2014, and is projecting 185MW of new-built capacity in FY 2015.

Solairedirect is focused on cost optimization through an industrial approach. Unlike some of its peers, Solairedirect is not a manufacturer and is technology agnostic allowing it to source solar panels and other systems through global procurement strategies. Solairedirect considers that the key driver for achieving competitiveness of solar is to master costs and industrialise the processes, which has been its cost strategy since inception.

Solairedirect’s business model is designed to capture value through 3 levers: • Development & Construction: proprietary deal flows - low cost, operating leverage • Asset services: very stable and growing activity with long-term high margins • Investment business with considerable opportunities: investing in attractive solar assets with a strategy of generating high returns thanks to a disciplined investment approach and an active management of its portfolio to continue growing its net asset base thanks to a multiplier effect at sell-down.

Not for release, publication or distribution directly or indirectly in the United States of America, Canada, Australia or Japan

A global platform with a proven development, and operational track record across four continents

With 57 solar parks under construction or in commercial operation at 31 March 2015, representing an aggregate of 487 MW on four continents (including 392.4 MW in France, 71.6 MW in India, 21.0 MW in the Middle East and Africa and 1.3 MW in Latin America), the Company benefits from a deep reservoir of expertise through a history of solar park development and repeat deals with a club of selected blue- chip investors. The Company has increased its MW built each fiscal year since 2009, growing from 16 MW built in 2009 to 106 MW built in the fiscal year ended 31 March 2014, representing a compound average growth rate of 56%. The Company is targeting 185 MW built in the fiscal year ending March 31st 2015, representing growth of over 74% compared to the previous year.

The Company already has a total pre-construction development project portfolio of over 4 GW under development in its target regions, and the size of the potential market provides ample opportunity for continued expansion. As of 31 March 2015, the Company had a total portfolio of 4,452.3 MW under pre-construction development, with 3,082.0 MW of qualified leads*, 935.9 MW at the pipeline** stage and 434.4 MW at the backlog*** stage (including 199.1 MW in France, 114.0 MW in India, 84.8 MW in Latin America, 26.5 MW in the United States and 10.0 MW in the Middle East and Africa region). The Company generally seeks to progress its backlog projects to the construction stage within 6-18 months, and to complete construction of most solar parks within 6-9 months after construction begins.

Compelling market fundamentals, with solar energy becoming a competitive energy source in Solairedirect’s target markets

The solar energy market has been growing and is poised for further growth in the coming years. o Between the end of 2008 and the end of 2014, total solar capacity installed worldwide grew at a compound average growth rate of 41%, with total capacity installed over the period growing more than seven-fold (source: IHS). o Over the 2014-2018 period, IHS projects that yearly net additions to global solar capacity will continue to grow, increasing from 45.1 GWp in 2014 to 69.6GWp in 2018, an increase of more than 54%.

Initially driven by government subsidies designed to support and promote market growth, today’s solar energy market is increasingly shifting to market-driven growth, supported by the increasingly competitive cost structure of solar energy compared to other forms of power generation.

Based on a comparison between the lowest quoted prices in recent competitive tender offers in the solar energy market and average costs for other forms of generation reported by the International Energy Agency, solar energy is already cost-competitive in some markets today compared to both traditional generation methods, such as new coal or new gas-fired power plants, and renewable energy sources such as bioenergy, geothermal, large hydroelectric plants and wind. Favourable trends in production costs are expected to drive further improvement in the competitiveness of solar energy in the coming years.

Note on the Indicative price range

The offering price may be set outside of this indicative price range. The indicative price range may be modified at any time up to and including the pricing date of the Global Offering. If the upper limit of the indicative price range is increased or the offering price is set above the indicative price range, the subscription period for the French Public Offering will be extended or a new subscription period will be opened, such that there will be at least two trading days between the date of the announcement of the change and the new closing date for the subscription period (inclusive). Orders placed in the French Public Offering prior to the publication of that announcement will be maintained unless they are expressly revoked on or prior to the new closing date of the subscription period.

The offering price may, without restriction, be set below the lower limit of the indicative price range or the indicative price range may be reduced (in the absence of a significant impact on the other aspects of the Global Offering).

Not for release, publication or distribution directly or indirectly in the United States of America, Canada, Australia or Japan

Important information for media

Listing Regulated Market Euronext Paris

Ticker symbol SDI

ISIN FR0010560227

Indicative price range €16.00 to €21.50 per Offered Share

Offered Shares Global Offering of: - up to 10,937,500 newly issued shares offered by Solairedirect - 2.65 million shares offered by the selling shareholders based on the lower end of the indicative price range) - Over-allotment option of up to 2,038,125 shares (up to 15% of the initial size of the Global Offering) offered by some of the selling shareholders

Tentative schedule

Bookbuilding period From 16 April to 29 April 2015

Pricing and allocation of Shares 29 April

Announcement of final offer price and final 29 April number of Offered Shares Listing of Shares and commencement of 30 April trading Settlement and Delivery 4 May Last day for exercising the over-allotment 29 May option

Information available to the public

Copies of the prospectus that has been granted visa number 15-154 by AMF on 15 April 2015, consisting of a document de base filed with the AMF on 4 March 2015 under number I.15-010, the actualisation of the document de base filed with the AMF on 25 March 2015 under number D-14-1169- A01 and a note d’opération (including a summary of the prospectus) are available free of charge and upon request to Solairedirect (18, rue du Quatre-Septembre, 75002 Paris, France) and on the company’s (www.solairedirect.com ) and the AMF’s (www.amf-france.org ) websites.

Solairedirect draws the public’s attention to Chapter 4 “Risk Factors” of the document de base and Section 2 of the note d’opération. These risks, should they materialize, could have a material adverse effect on the Company’s business, financial condition, results of operation or prospects, as well as on the market price of Solairedirect’s shares.

* Potential projects for which development expenditures have been approved by the Group and internal resources have been allocated. ** Projects for which the Group has not yet secured all of the necessary elements to be classified as backlog, but for which it has achieved at least one of the following milestones : (i) site control and permits have been secured ; (ii) an interconnection agreement has been signed or its signature is assured ; (iii) the project has been short-listed or prequalified in a process that includes a prequalification stage ; or (iv) a bid has been submitted in a tender process that does not have a prequalification stage. *** Before the construction phase, in the case of projects not based on wholesale market rates, these are projects for which the Group has signed or ensured the signature of an off-take agreement, and has secured or expects within the following 12-18 months to have secured, the remaining elements Not for release, publication or distribution directly or indirectly in the United States of America, Canada, Australia or Japan

necessary to obtain financing in the particular geographic market (e.g., site control, permits, interconnection agreement). In the case of projects based on wholesale market rates, these are projects for which the Group has secured the elements necessary to obtain financing in the particular geographic market.

About Solairedirect

Solairedirect, a pure play solar power company Solairedirect is a pure play solar power company operating across four continents. The Company was founded in 2006 with the mission of making solar power more competitive than other energy sources. Solairedirect has developed a distinctive scalable business model as a pure play solar power company with the aim of creating value all along the value chain from development to construction, services and investment. For the financial year ended 31 March 2014, Solairedirect recorded consolidated revenue of €156.4 million and net income (Group share) of €0.7 million. For the nine- month period ended 31 December 2014, Solairedirect generated a consolidated revenue of €123.7 million and a net loss (Group share) of €3.7 million.

Press contact

Solairedirect Paola de Lestanville Head of Media Relations +33-1-40061897 [email protected]

Maitland David Stürken Nathalie Falco James Devas +44-20-73950450 +44-7990595913 [email protected] [email protected] [email protected]

Important information

No communication or other information related to this transaction or to Solairedirect may be transmitted to the public in a country in which any approval or registration is required. No steps to such end have been taken (or will be taken) by the company in any country (other than France) in which such steps would be required.

This press release does not constitute a prospectus within the meaning of Directive 2003/71/CE of the European Parliament and Council dated November 4, 2003, as amended, in particular by Directive 2010/73/UE to the extent implemented in the member states of the European Economic Area (together, the “Prospectus Directive”).

With respect to the member states of the European Economic Area other than France (the “Member States”) having implemented the Prospectus Directive into law, no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in one of such member states. In any EEA Member State other than France that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

These materials are not an offer for sale of Solairedirect shares in the United States or in any other jurisdiction. Solairedirect shares may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Solairedirect does not intend to register any portion of the offering in the United States or to conduct a public offering of the shares in the United States. Any shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended) pursuant to Rule 144A. Not for release, publication or distribution directly or indirectly in the United States of America, Canada, Australia or Japan

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Circulation of this press release in certain countries may result in a violation of applicable law. This press release should not be published, circulated or distributed, directly or indirectly, within the United States, Canada, Australia or Japan.

Deutsche Bank AG, London Branch, acting as a stabilizing manager (or any institution acting on its behalf) (the “Stabilizing Manager”) may, during a period of 30 days following the date on which the offering price is determined, i.e., according to the indicative calendar, from [29] April 2015 up to and including 29 May 2015, effect transactions with a view to maintaining the market price of Solairedirect’s shares in a manner consistent with applicable laws and regulations and, in particular, EU Commission Regulation No. 2273/03 of December 22, 2003. Any stabilizing action may affect the market price of Solairedirect’s shares.