www.pwc.com/sustainability

Achieving your solar potential Solar Power Generation and TiiTransmission, PCPwC SSiervices and Citations ‘What if you could provide the world with an endless supply of virtually carbon-free electricity; ensure a cons tan t source o f dr in ka ble wa ter to the wor ld’s mos t vu lnera ble areas; aver t some o f the world’s future humanitarian crises; and save billions of dollars in the process? Concentrating Solar Thermal Power (CSP) proponents say there is no “could” about it – it’s more a case of “can”.’

CNN, 12 November 2007 -

Contents

Introduction 3 How we can help 4 Projects in Focus 14 Thought leadership 18 Key contacts 20 Citations directory 24

Solar Power: Services and Citations PwC 2 November 2010 Introduction

The challenge posed by climate change has put the renewables sector in the spotlight as governments, companies and consumers grapple with issues such as security of energy supply, environmental impact and affordability. Governments remain under pressure to meet agreed international and domestic commitments and show support for furt her car bon em iiissions re duct ion t hroug h effective policy and regulation. Companies are also concerned, and many are now looking to extend their value chain both upward and downward to secure their energy supply. Financiers continue to search for secure investments that have acceptable levels of risk and will deliver in the long term. All of these have driven rapid growth in the sector over the past few years with the result that renewable energy companies and project developers are now increasingly operating in new markets and geographical locations, and in changing and complex PwC has the experience and skills to support you. policy and regu latory env ironments. PwC works with governments, companies and industry There are a range of renewable energy options that will be stakeholders in every region of the world and has been taken forward in years to come. PwC’s view is that the instrumental over the past 100 years in many of the major world needs to quickly identify and promote those developments that are shaping the energy and renewable renewable energy solutions that can immediately cut energy industry today. glbllobal greenhouse gas emiiissions, and, where possible, begin to address other areas of risk such as energy This booklet sets out how PwC plays a key role in helping security and supply. governments, business and society make the transition to renewable solar energy options. It outlines the services In this publication we look specifically at Solar energy. that we offer to support programmes, provides examples Our view is that this source of energy, whether in the form of completed work, and introduces some of our renewable of Photovol tai c (PV) or Concentrat ing So lar Therma l energy thought leadership and research to help shape and Power (CSP), is a viable alternative to support electricity support the debate going forward. generation around the world, and shows increasing potential, when combined with appropriate transmission Should you need support or be interested in learning networks, to help address the climate change challenge. more, please get in touch with us via the key contact names provided at the end of this booklet. We look forward to the opportunity to engage and support you with this important challenge. Solar Power: Services and Citations PwC 3 November 2010 How we can hhlelp Introducing PwC

Solar Power: Services and Citations PwC 4 November 2010 Audit and Assurance

PwC audits and provides non-financial assurance services PwC assurance teams around the world use a single, to major energy and utility companies in all key energy global assurance methodology, fully compliant with markets and territories. Recognising that all companies International Auditing Standards, international standards want assurance teams that know their issues and for non-financial assurance engagements, and applicable understand their business challenges, PwC’s energy national standards. Our globally consistent approach to professionals bring a high level of knowledge to their assurance means that, regardless of location, PwC people work. Our industry dedicated professionals receive can understand and evaluate your business using a single specialised training, including regular updates on language and common methods. In turn, that gives you a renewable specific issues. uniform leve l o f excepti onal qua lity in a ll o f our assurance services. This methodology also enables us to quickly Our financial assurance practice has the deep, practical organise and deploy the multinational and cross knowledge and experience necessary to help your functional assurance teams our larger multinational organisation with complex financial accounting issues clients require. related to matters such as valuations, pensions and share plans, listings, International Financial Reporting Standards (IFRS) conversions, and corporate treasury and company secretarial functions. “Strategically important Strategically important non-financial data is increasingly non-financial data is relevant for senior ilinternal diidecision ma kers and increasingly demanded by investors, analysts and increasingly relevant for regulators. There is also an increase in the importance of related governance, conduct and risk management senior internal decision practices. We help clients integrate the reporting and assurance of non-financial data with financial data, to join makers and increasingly up the reporting and assurance of the organisation's key, demanded by investors, strategic performance information. PwC also provides assurance and improvement recommendations on the analysts and effective operation of governance, conduct and risk management systems and procedures. regulators.”

Solar Power: Services and Citations PwC 5 November 2010 Advisory

Players in the renewable energy sector are faced with We are able to deploy trusted industry specialists with a wide variety of challenges during the planning and unparalleled knowledge of business processes and realisation of their projects. These range from how to technology and customer relationship skills, as well as finance project development and realisation, financial and accounting expertise. Our advisory practice includes skilled professionals in corporate finance, handling transactions for the purchase or sale of modelling, strategy, management consultancy and individual projects, completing project pipelines, to sustainability and climate change. strategic issues such as the entry into new markets or countries.

Our advisory practice puts energy sector companies and other industry stakeholders at the leading edge. Whether you are pursuing new opportunities, responding to events or coppging with the dail ypy pressures of com pliance ,g, growth , competition and shareholder value, we are there to help.

“Players in the renewable energy sector are faced with a wide variety of challenges diduring th e pl ann ing and realisation of their projects.”

Solar Power: Services and Citations PwC 6 November 2010 Tax

Many companies are expanding into solar power as Other areas to consider include: carrying out pre- they are looking to either decarbonise their own acquisition due diligence; the financing options available operations or are looking to increase the low carbon to you; and the value of carrying out quantitative analysis. contribution they make to the electricity supply It is also important to review the implementation and structuring options for the deal, to plan for an integrated chain. approach post-deal and put in place robust legal contracts especially where joint ventures may be involved. Utility scale solar projects are complex and challenging projects, and not just from a supply chain point of view. A Our Renewa ble Energy Tax team is ma de up o f an number of management, financing and legal issues need international network of professionals with an in-depth to be thought through in detail. How will the project be knowledge of both local and international markets and the managed? What might the accounting, tax and legal tax regulations that may affect your business. Coupled implications be? How should ownership of the project be with deep knowledge of project financing and structuring, structured? What contractual arrangements need to be in mergers and acquisitions it ensures that we can provide place? What type of incentives might be available for the the right answer for every type of solar power project and project and what affect could that have on the post-tax for your business. return? What special considerations will apply to joint venture arrangements? What transfer pricing issues need to be addressed?

Some companies choosing to expand into solar power are considering a merger or the acquisitions route as a way of “Early tax planning for a doing this rather than developing the project on their own. Early tax planning for a merger or acquisitions can merger or acquisitions reduce the tax costs of the transaction and the long-term sustainable tax rate following the transaction. can reduce the tax costs of the transaction and the long-term sustainable tax rate following the transaction.”

Solar Power: Services and Citations PwC 7 November 2010 Legal

With the rapid growth of the renewables sector has also come increasing international complexity. The correct handling of legal requirements and risks now need to be considered as closely as the technical, economic and tax based aspects to ensure the financial and technical success of these projects.

Key considerations include the various legal relationships of the parties involved, all of which have to be structured appropriately. Responsibilities need to be allocated clearly among those involved in the project; this will increase the success of the project and reduce the risk of conflict between the parties. Reliability and resilience are required not just with regard to the technology being used, but also on the part of the advisers who are helping to develop the financial, tax and legal framework.

A further challenge is often coordinating the various experts employed on a project to secure the appropriate framework and putting their recommendations into “The correct hdlihandling of practice. legal requirements and PricewaterhouseCoopers Legal LLP* (PwC Legal) and risks now need to be other legal firms within the PwC global network assist project developers, investors, banks, plant constructors considered as closel y as and service providers from feasibility and business case studies through to completion and disposal. the technical, economic and tax based aspects to ensure the financial and technical success of projects.”

* Please no te thtthat PCPwC Lega l is a separa te lega l en tity to Pw C LLP.

Solar Power: Services and Citations PwC 8 November 2010 ‘Within 45 seconds, the surface of the earth receives enough solar energy to fully meet the world’s entire energy needs for that day.’

Source: www.dii-eumena.com

Solar Power: Services and Citations PwC 9 November 2010 How we can help – Example PwC services

We have outlined below some of the services and support that we provide to clients in the solar renewables sector.

1. Feasibility Study & Business 2. Financing 3. Tender & Case Planning procurement

Financial • Feasibility analysis • Structuring • Bid preparation • Cost-benefit analysis • Financial modelling • Negotiation advice institutions, • Valuation of externalities • Tax modelling • Deal execution banks and • Due diligence • Debt and equity raising • Capital project advice • Market review • Hedging strategies investors • Deal strategy validation • Structure of clean tech funds and • Project development grants • Carbon finance and transactions • Tax-efficient structuring of • Funding options appraisal investments • Creation of joint ventures • Tax incentive analysis

PCPwC LLlegal serv ices for inves tors PCPwC LLlegal serv ices for Invest ors • Legal due diligence and contract • Collateral planning structuring • Risk screening and ‘risk healing’ • Banking & finance, capital market • Legal project support and appraisal legislation • Company law

ThTechnol ogy • Stra teg ic plann ing an d iden tifica tion • Cross-bdborder tax p lann ing • MktMarket and prodtduct analilysis of growth opportunities • Transfer pricing • Competitor analysis companies, • Assessment of market exposure risks • Optimising research and • Supply chain modelling and security component • Market entry strategy and studies development concessions reviews • Commercial and regulatory strategy • Advice on import taxes • Sustainable supply chain assessment manufacturers • Investment banking advice • IFRS advice • Sourcing strategy • Synergy assessment • Transaction finance • Logistics planning • Contact initiation • Debt advisory • Cost analysis and reduction • Custom duty adidvice

Governments • Market governance • Financial incentive structures e.g. • Stakeholder management and • Regulation and policy FITs engagement • Change strategy • Tax advisory • Design of procurement process • Stakeholder management • Grants and funding availability • Management and evaluation of • Public Private Partnerships (PPPs) tenders • Total tax contribution (TTC) • Negotiation support • Management of financial close

We understand that these services are rarely required in isolation. We are experienced in delivering a range of services acrosslarge, int egra te d pro jec ts tha t a ddress a num ber o f re la te d issues. We o ften do so as par t o f a larger consor tium or par tners hip across all or part of the project lifecycle.

Solar Power: Services and Citations PwC 10 November 2010 Examples and further details of these services are provided in the subsequent sections of this publication.

4. Construction 5. Operation & Maintenance 6. Disposal & Acquisition

• Programme management • Tax efficient project extraction • Corporate finance advisory • Independent progress review • Refinancing • Valuations • Business evaluation for investments/divestments by shareholders • Buy and sell-side deal due diligence, including: – Strategy and commercial issues – Financial review –Operations analysis – Commercial contracts – Regulation and tariffs – Tax and legal review – Social and pension review – Information systems review – Analysis of potential risks and upsides –Market review

• Supply chain improvement • Assurance and audit • Corporate finance advisory • Sustainable supply chain • Tax compliance • Transaction services • Stakeholder management and communication • Tax efficiency and implementation review • Post merger integration including: • Tax incentive advisory • Synergy reviews • Income tax and tax return advice • Operational improvements • Performance management and measurement • Restructuring and harmonising legal structures • Portfolio review • 100 day planning

• Programme management • Stakeholder management and communication • Privatisation assistance • Policy impact assessment • Workforce issues • Non-financial reporting (sustainability • Stakeholder management and communication reporting)

Solar Power: Services and Citations PwC 11 November 2010 How we can help – Example PwC services

We have outlined below some of the services and support that we provide to clients in the solar renewables sector.

1. Feasibility Study & Business 2. Financing 3. Tender & Case Planning procurement

Developers • Cost-benefit analysis • Financial modelling • Tender and procurement advisory, • Valuation of externalities • Finance and capital raising including pricing, capital vendor • Feasibility analysis • Finance structure: management and contract/tender • Market review • PPPs management • Due diligence • BOO/BOT/BTO • Negotiation support • Carbon market feasibility study • Opex/Capex • Supply chain modelling • Carbon finance and transactions • Tax structuring and M&A advice • Sustainable supply chain • Business case development • Risk management • Risk management, including: • Competitor analysis • Project development – Financial risk management • Anti-competition issues • Develop/Review – Internal controls • Political risk assessment operator/consortium model – Risk valuation and measurement • Fuel mix optimisation • Renewable energy grant application methodologies • Advice on certificate trading assessment and advice – Operational and risk • Commercial international and regulatory • Economic regulation, energy and management processes and strategy infrastructure reform controls • Analysis of the different national • Competition policy – Tools for price forecasting and economic and regulatory frameworks, • Financial economics asset modelling and push/pull schemes (including grid • Natural and renewable resource – Enterprise wide risk regg,ulation, financing instruments such as economics management feed-in tariffs and emissions trading) – Project delivery and operational risk management processes, PwC Legal services for developers and • Public law, environment and anti- controls and reporting manufacturers pollution law • Sourcing strategy • Legal rights of access to easements and • Public procurement law • Tax efficient supply chain connection agreements • Legal organisation consulting • Training and development • Contract land commercial aw • Structuring and legal assistance • Procedural law

Operators • Organisation design • Offtake Agreement/PPA advice • Risk management • Governance • Renewable energy policy • Supply chain modelling • Risk and compliance • Developing appropriate tax structures • Sustainable supply chain • IFRS advice to optimise tax efficiencies of • Negotiation assistance • Carbon finance and transactions investment transactions • Cross-border taxation, including tftransfer priiicing

NGOs/environ • Life-cycle assessment • Stakeholder management and • Stakeholder management and mental groups • Carbon footprinting communication communication • Training and development • Political risk assessment • Environmental due diligence

We understand that these services are rarely required in isolation. We are experienced in delivering a range of services across large, integrated projects that address a number of related issues. We often do so as part of a larger consortium or partnership across all or part of the project lifecycle.

Solar Power: Services and Citations PwC 12 November 2010 Examples and further details of these services are provided in the subsequent sections of this publication.

4. Construction 5. Operation & Maintenance 6. Disposal & Acquisition

• Operator/consortium models • Carbon markets and carbon management • Disposal strategy • Stakeholder management and communication • Carbon sequestration advice • Valuation • Supply chain improvement • Assurance and audit • Deal structure • Programme management • Earnings and balance sheet optimisation, • Buy-side due diligence • Corporate and non-financial reporting and determining optimal accounting treatments • Sell-side due diligence measurement including renewable energy certificates, off • Programme management • Tax depreciation take agreements, asset capitalisation, • Stakeholder management and communication • Carbon market project design valuations, derivatives, debt vs. equity • Tax advice • Project assurance • Accounting structuring, including avoidance of • Post merger integration support • Environmental and social impact assessment dividend traps • Asset management • Process design • Accounts preparation/bookkeeping • Restructuring and regulatory advice • Health and safety audits • External audit, enhancing investor confidence • Workforce issues • Human resource tax and work permit • Tax compliance compliance • Competitor analysis • Operational and IT effectiveness • Organisation design • Political risk assessment • Performance management • Project risk assessment • Corporate performance management • Project cost and delay analysis • Talent acquisition • Contract reviews • Supply chain improvement • Dispu te resolu tion • CtCost analilysis and redtiduction • TTC analysis • Tax function effectiveness • Corporate reporting and investor reporting advice • Life-cycle assessment • Regulatory requirements • Assistance with trading strategy

• Stakeholder management and communication • Lifecycle assessment • Environmental due diligence • Programme management • Carbon footprinting • Environmental and social impact assessment • Stakeholder management and communication • Reppgorting • Non-financial reporting (sustainability reporting)

Box indicates services which apply to both developers and operators.

Solar Power: Services and Citations PwC 13 November 2010 Projects in Focus

The client’s challenge: The client, one of the biggest utilities in Germany, was considering an investment opportunity in a producer of “thin-film” solar PV modules. In order to decide on whether or not to invest in the target company, the client needed an up-to-date report on the current global market status and market prospects in the area of solar PV.

PwC approach: In responding to the client’s request, PwC drew upon its network of experts and set up a team of individuals from the federal investment guarantee scheme and the project finance advisory team. These experts compiled an exttiensive report on the PV technologies currently available, their existing market shares and a detailed market outlook. A range of technical questions were also covered, such as the availability of scarce resources and the competitiveness of different technologies. The report was completed through a detailed literature review (desk-research) which was then complemented by a number of in-depth expert interviews.

Impact: The client received a comprehensive report on the prospects of various PV technologies, including thin-film, and their relative advantages and disadvantages. The report provided the client with the necessary in forma tion to suppor t a dec is ion on the poss ible acquisition of shares in the target company. EWE Aktiengesellschaft, Global market analysis for thin film PV, Germany

Solar Power: Services and Citations PwC 14 November 2010 Projects in Focus

The client’s challenge: Inveravante Corporation, through its division Avante Genera, wanted to consolidate its position within the Spanish renewable energy market by developing four thermo solar plan ts (para bo lic cy lin dr ica l tec hno logy ).

To complete the financial process for the new investments, the investor required the services of external assessors to understand how the project finance could be structured.

PwC approach: PwC Corporate Finance carried out financial and economic planning which took into consideration the economic, technological and regulation factors of each new development. The plan included the acquisition of four thermo solar power plants of a nominal 49,90 MW installed capacity.

Impact: The client saw that the results of the work carried out by PwC was crucial not only to obtain a deeper understanding of the financial feasibility of the project but also to secure financing. Inveravante Corporation has now started the commissioning of the firssot of it sous four th erm osoapoepaso solar power plants. Inveravante Corporation and Ibereolica Solar Assessment of a joint venture investment opportunity, Spain

Solar Power: Services and Citations PwC 15 November 2010 Projects in Focus

The client challenge: North America’s largest smart metering roll- out. Pacific Gas and Electric (PG&E) had already deployed 3.5 million gas and electric smart meters throughout northern California and was no tasked with delivering 10.2 million smart meters in a $2.2bn, five- year programme to 2012.

PwC approach: PwC provided extensive consulting services to the projec t, inc lu ding par tic ipa tion in a ll execu tive s teer ing comm ittee discussions and contribution to eight distinct work streams, including key areas such as programme management office (PMO) process and controls design, business process design, and deployment of real time cost and customer impact metrics. PwC also provided an integrated quality assurance and process design team, which reviewed PMO processes and procedures across nine functions.

Impact: The PwC team leveraged its understanding of the utility and smart meter project culture to design and implement PMO processes and control improvements that fitted with the needs of the project and the pro jec t team. As a resu lt, the pro jec t has demons tra te d s trong PMO capability to the utility regulator, and has successfully been able to operate and manage scope, schedule and budget to meet project goals. A collaborative project environment was key as real time process changes were often needed, necessary given the types of project issues and im pli cati on s f or custom er s, utili ti es an d th e state of Calif orni a. Pacific Gas and Electric Smart metering implementation, USA

Solar Power: Services and Citations PwC 16 November 2010 Projects in Focus

The client challenge: Within the context of a restructuring the client needed to understand the value of several companies relating to different solar projects across Europe.

PwC approach: Within the context of a contribution in kind, PwC reviewed the valuation of different companies all relating to different solar projects across Europe (two in Belgium, one in Italy and one in Spain). The review was performed alongside three axes: • Valuation and financial parameters – discount rate used, treatment of e.g. working capital, taxes, etc. in the financial model • Business parameters – analysis of the regulatory framework and the different operating parameters (e.g. performance ratio, gross radiation, operating and maintenance costs) • Modelling as such (links and formulas)

Impact: PwC provided a thorough valuation service and comfort to the client in relation to the above mentioned valuations.

Enfinity Valuation services, BliBelgium

Solar Power: Services and Citations PwC 17 November 2010 Thouggpht leadership

The state of the Green Electricity Making a photovoltaic industry in Difference – An analysis of France – An overview of the green electricity markets in current status of the PV relevant national and industry in France including an international markets and an analysis of the market, overview of the country specific technology and regulation. situation regarding renewable electricity

On the brink of a bright future – Research and analysis on the UK PV market

100% Renewa bles – Stu dy exploring the potential to transform the power sector in Europe and North Africa and a roadmap to achieving 100% renewable power in the region Renewable Deals 2009 Annual by 2050. Review – Mergers and acquisitions activity within the global renewable Reaching your solar power market potential – An overview of how PwC can assist solar power clients –German PV report – A study on the German PV market.

Spanish Electricity Mix in 2030. Scenarios and alternatives – Analysis of the short to mid-term scenarios for the Spanish electricity sy stem. The document quantifies the economic and environmental impact, and diversification and security of supply of four A world beyond recession: scenarios defined by the Utilities Global Survey penetration of renewable 2009 – Leading in dustry energies. perspectives on the implications for the utilities Solar Power: Services and Citations industry post recession. PwC 18 November 2010 Smart from the Start. Smart Grid Growing Pains – An Managing smart grid exploration of the early growing pains programmes – A discussion of managing revolutionary industry paper reflecti ng an idindus try dbdeba te shifts now underway--iliinvolving on the smart grid issue. technological, operational and behavioural elements. Carbon Disclosure Project – PwC continues to act as the global advisor to the CDO which provides investors with a unique analysis of how the world’s largest companies are responding to climate change.

Responding to Climate Change: Challenges and solutions on the road ahead – This publication shows how PwC can assist in the areas of strategy, risk, regulation and reporting to optimise operations and deliver The sustainability agenda – An leading practice to help examination of the unique challenges companies deliver on their and dynamics of complex global climate change ambitions. supply chains across five key sectors; energy, transportation and logistics, retail and consumer, technology and banking and capital markets.

The U.S.- China Cleantech Connection: Shaping a new Appetite for change – commercial diplomacy – A Global business discussion of how the US and ppperspectives on tax and China are initiating ambitious regulation for a low carbon cleantech build-outs by taking a economy – The results of deeper dive into key cleantech almost 700 interviews in 15 sector "sweet spots" that countries where executives present strong opportunities for from international businesses growth, including mega- share their perspectives on renewables, clean water and air, issues such as the impact of transportation and smart grid. climate change. To download copies of these reports please go to www.pwc.com Solar Power: Services and Citations PwC 19 November 2010 Key Contacts

Our people North America Canada Penny Rae +1 403 509 6371 [email protected] With a network of over 4,500 dedicated BiBrian Pawl uck +1 604 86806 7581 bibrian.k .pawl uck@ ca.pwc.com energy specialists, we are, literally, wherever you are. Supported by Janet Rieksts- +1 506 653 9459 [email protected] 10 centres of excellence covering major Alderman regions worldwide, we are able to provide Leanne Sereda +1 403 509 7586 [email protected] you with fresh perspectives and solutions USA Tim Carey +1 408 817 5000 [email protected] to yygour business challenges. Wayne Hedden +1 408 817 7897 wayne. hedden@us. pwc. com Stephen Lechner +1 415 498 6596 [email protected] Daryl Walcroft +1 415 498 6512 [email protected] Matthew Labovich +1 703 918 3649 [email protected]

Gus Schellekens

Solar Network Coordinator South America +44 20 7804 1770 Argentina Jorge Bacher +54 11 5811 6952 [email protected] [email protected] Marcelo Iezzi +54 11 4850 6816 [email protected] Ezequiel Luis Mirazon +54 11 4317 1829 [email protected] Brazil Mauricio Girardello +55 11 3674 2469 [email protected] Rogerio Gollo +55 11 3674 3851 [email protected] Chile Rafael Ruano +56 2 940 0181 [email protected]

Solar Power: Services and Citations PwC 20 November 2010 About PwC Middle East and North Africa PricewaterhouseCoopers provides Abu Dhabi Don Painter +973 3838 2872 [email protected] industry-focused assurance, tax and Alis ta ir Ke tt +971 2694 6831 a.ktt@[email protected] advisory services to build public trust and Linda Costello +971 2694 6800 [email protected] enhance value for its clients and their stakeholders. More than 155,000 people Algeria Yacin Mahieddine +331 5657 5859 [email protected] in 153 countries across our network share Samir Hamouda +331 5657 5859 [email protected] their thinking, experience and solutions Said Benikene +331 5657 5859 [email protected] to develop fresh perspectives and practical advice. Dubai Neil Broadhead +971 4304 3199 [email protected] Egypt Tarek Mansour +202 2516 8027 [email protected] PwC is the professional services leader in the international energy, utilities and Alaa El Soueni +202 2516 8027 [email protected] mining community, advising clients on Rehab Abdelhafez +202 2759 7700 [email protected] both conventional and renewable energy Israel Eitan Glazer +972 3 795 4 66 4 eitan.gg@[email protected] through a global network of fully Itamar Riftin +972 3795 5005 [email protected] dedicated specialists. Please visit us at: www.pwc.com/energy. Jordan Ismail Maraqa +962 6 585217 [email protected] Morocco Fouad Arfaoui +212 22 99 98 00 [email protected] Leila Sijelmassi +212 22 99 98 00 [email protected] Mouncef Ighiouer +212 22 99 98 00 mouncef. [email protected] .com Oman Mohammed Salem +968 2455 9164 [email protected] Qatar James Hewitt +974 4675581 [email protected] Steve Anderson +974 5589 0828 [email protected] Ian Clay +974 4467 5581 [email protected] Christopher Box +974 4419 2852 [email protected] Sajid Khan +974 4419 2777 [email protected] John Molloy +974 4419 2777 [email protected] Peter Gordon +974 4419 2777 [email protected] Declan Mordaunt 974 4419 2777 [email protected] Paul Wilhelmi +974 4419 2882 [email protected] Tauqeer Malik +974 4419 2777 [email protected] Ivo Goedman +974 4419 2881 [email protected] Saudi Arabia Hani Al Tamimi +966 1211 0400 [email protected] Tunisia Abderrahmen Fendri +216 7186 2156 [email protected] Abir Matmti +216 7186 2156 [email protected] ext 107 Solar Power: Services and Citations PwC 21 November 2010 Key Contacts

Europe Austria Gerhard Prachner +43 1 501 88 1800 [email protected] Erwin Smole +43 1 501 88 2 928 erwin.smole@@pat.pwc.com Bernhard Haider +43 1 501 88 2900 [email protected] Belgium Bernard Gabriels +32 3 259 3304 [email protected] Filip Drieghe +32 9 268 8252 [email protected] France Philippe Girault +33 1 5657 8897 [email protected] Thierry Raes +33 1 56 57 82 37 [email protected] Sumana Bose +33 1 56 57 56 47 sumana.b@[email protected] Nicolas Granier +33 1 56 57 86 69 [email protected] Germany Manfred Wiegand +49 20 1438 1509 [email protected] Henning Hönsch +49 69 9585 1269 [email protected] Greece Socrates Leptos-Bourgi +30 210 687 4693 [email protected] Evangelos Markopoulos +30 210 687 4035 [email protected] Italy Riccardo Maria Togni +39 06 5708 33409 [email protected] Valentino Guarini +39 02 9160 5807 [email protected] John McQuiston +39 06 57025 2439 [email protected] Netherlands Pim Roest +31 20 568 4273 [email protected] Paul Nillesen +31 20 568 6993 [email protected] Portugal António Brochado Correia +351 225 433 000 antonio. [email protected] .com Luis Ferreira +351 213 599 296 [email protected] Spain Carlos Fernández Landa +34 91 568 4839 [email protected] Julian Brown +34 915 684 723 [email protected] Gonzalo Sanchez Martinez +34 946 022 534 [email protected] Switzerland Ralf Schlaepfer +41 58 792 1620 [email protected] Turkey Faruk Sabuncu +90 212 326 6406 [email protected] UK Gus Schellekens +4420 7804 1770 [email protected] Daniel Guttmann +4420 7804 9714 [email protected] Mark Schofield +4420 212 2527 [email protected] Ronan O’Regan +4420 7804 4259 [email protected] Steve Randle +4420 7213 3652 [email protected] Vimal Vallabh +4420 7583 5000 [email protected] Stephen Knight +4420 7212 3427 [email protected] Africa South Africa Mark Ally +27 11 797 5049 [email protected] Jan Gey van Pittius +27 11 797 5331 [email protected] SlStanley SbSubramoney +27 51 503 4100 stanlbley.subramoney @za.pwc.com Simon Venables +27 11 797 5660 [email protected]

Solar Power: Services and Citations PwC 22 November 2010 Russia & Central and Eastern Europe Russia Dave Gray +7 495 967 6311 [email protected] John Wilkinson +7 495 967 61 87 [email protected]@ru.pwc.com Bulgaria Albena Markova +35 9 293 55294 [email protected] Hungary Tibor Almássy +36 1461 9644 tibor.almá[email protected] Eszter Sager +36 1 461 9380 [email protected]

Far East China Annabelle Chartres +8610 6533 5261 [email protected] Ruth Dobson +86 10 6533 2011 [email protected] Tao Xie +86 10 6533 2002 [email protected] Gavin Chui +86 10 6533 2188 [email protected] Hongbin Cong +86 10 6533 2667 [email protected] India Kameswara Rao +9941 40 233 0 075 0 kameswara.rao@@pin.pwc.com Amit Kumar +91 124 330 6256 [email protected] Omkar Pandey +91 40 66246297 [email protected] Chandrasekhar Iyer +91 755 241 0006 [email protected] Japan Scott Williams +81 80 3158 6815 [email protected] Benjamin Cros +81 90 8492 7007 [email protected] Kazuhiko Abe +81 90 6486 0786 [email protected] Singapore Paul Cornelius +65 6236 3718 [email protected] Fernando Valda +65 6236 4187 [email protected]

Australasia Australia Michael Shewan +61 3 8603 6446 [email protected] Mihichael Happe ll +61 3 8603 6016 mihichael lh.happe [email protected] Justin Portelli +61 3 8603 3275 [email protected] Brian Gillespie +61 7 3257 5656 [email protected] Darren Smith +61 8 9238 3240 [email protected] Harry Koller +61 2 8266 8761 [email protected] New Zealand Craig Rice +64 9 355 8641 [email protected]

Solar Power: Services and Citations PwC 23 November 2010 Who we’ve assi sted and how Citations directory

Solar Power: Services and Citations PwC 24 November 2010 Who we’ve assisted and how

1. Feasibility Studies and Business Case Planning

Feasibility Studies Solar PV and solar thermal feasibility studies, including electricity market and economic analysis. Recent examples include:

Australia • Development of an expression of interest France • Evaluation of the photovoltaic potential of the document, project plan and evaluation real estate park of a large French corporate (5- methodology for a solar power plant in 10m²) and development through two strategic Australia Capital Territory: approaches (value maximisation vs. surface – Advice on new renewable generation coverage maximisation). Screening and selection projects in New South Wales of best potential partners for project development. – Advice on the commercial viabilityyg and grid Client: Corporate connection issues of renewable energy options for large users of electricity Germany • Analysis of the current global market status and Client: Corporate market prospects of thin-film solar PV modules. • Partnering with a renewable energy company Informed an investment decision. on its journey to become a leading retailer of Client: Confidential grid-connected solar systems, PwC initially • Market analysis and investment advice to build workdked wihith the company on ear ly stage renewable energy portffliolio (investment volume by business planning and strategy discussions. As 2020: E1bn). the company expanded, PwC provided coaching Client: Municipal utility consortium on business practices and processes, helped to • Market study for thin-film solar PV modules. build and model financial forecasts, and Client: EWE advised on access to government grants. PwC also acted as lead advisor to a successful equity • Model review for a 53 MW PV plant. raising and continues to support this company Client: Confidential through the delivery of the annual external • Market survey on the world market for thin-film audit process, review of critical accounting PV modules. issues as well as the provision of ongoing tax Client: Confidential advice • Market survey and transaction advice for an Client: Corporate international investor for takeover of a German PV manufacturing company (modules and cells). Client: Corporate

Austria • Analysis of the strategic implementation of the India • Market analysis of Indian solar market, including EU Renewables Directive across six countries. a review of the legislative and regulatory Assessed the success of mandatory and framework, the solar PV and solar thermal value voluntary programmes in order to inform the chains and the identification of key financiers of implementation of the Directive in Austria. Indian solar developments. Client: Austrian government

Solar Power: Services and Citations PwC 25 November 2010 Who we’ve assisted and how

1. Feasibility Studies and Business Case Planning

India • Market analysis of Indian solar market, • Identification of industrial sectors that are most including a review of the legislative and promising for the piloting commercialization of solar regulatory framework, the solar PV and solar energy and the technology that can be applied. thermal value chains and the identification of Client: GTZ keyyp financiers of Indian solar developments. • RiReview of the curren t po licy framewor k for Client: Confidential, US-based renewables generation and the cost of solar multinational generation under present tariffs with the aim of • Study of current manufacturing cost per kW h assessing the need to support the sector with a of three domestic and two international viability gap fund. vendors of various solar PV technologies. Client: Asian Development Bank Client: Confidential • Feasibility report regarding the technology, Ita lly • Pre-feasibility studies for API Nova Energia, level of investments and infrastructure providing financial modelling services related to requirements of installing both crystalline PV many projects in the photovoltaic sector. and thin-film PV in the Indian market. Client: API Nova Energia Client: Indian power developer • Pre-feasibility studies for Sumitomo Mitsui Bank • Review of global and Indian market for solar Corporation, providing financial modelling services PV. related to many projects in the photovoltaic sector. Client: Corporate Client: Mitsui Bank Corporation • Preparation of a detailed financial feasibility • Pre-feasibility studies for AES Solar, providing report for manufacturing facility to produce financial modelling services and performing the 2500 metric tonnes per annum polysilicon and financial model related to the financing of many 80 MW of wafer PV. photovoltaic plants. Client: Indian power developer Client: AES Solar • Development of a comprehensive market • Study for a private company developing a project in assessment study for solar lighting applications Tunisia to give a view on the Italian energy market in India covering Industry, Technology and and institutional framework to obtain information Products, Supply Chain, Government Role and which will allow a thorough evaluation of the an analysis of existing industry players. project feasibility under EC RES Directive Article 9. Client: Philips India Electronics Ltd. Client: Confidential, Solar developer • En d to en d consu ltancy serv ices an d adv ice for setting up a solar power plant in Rajasthan under the National Solar Mission Scheme. Support includes technology selection, tariff and financial modelling, economic and viability assessment. Client: Confidential

Solar Power: Services and Citations PwC 26 November 2010 1. Feasibility Studies and Business Case Planning

Netherlands • Coordinated European setting up of solar UK • Feasibility study investigating the option of energy companies in Italy, Spain, etc, together developing a large-scale solar thermal plant in with optimal tax structuring. India. Client: Solar Totsl Client: Indian solar thermal power developer Norway • Coordinated European setting up of solar • Economic analysis of different solar capture energy companies in Italy, Spain, etc, together applications and valuation of different with optimal tax structuring. technology. Provision of a marketing and Client: Solar Totsl market-penetration strategy. Client: Solar capture technology developer Switzerland • Strategic review for the restructuring of a • Market entry review for solar thermal micro- leading manufacturer for thin film production generation. lines. Client: EDF Client: Confidential, High-tech Industrial • Renewable market research on the barriers to Group growth for stakeholders in the UK renewable energy market. Client: UK government, Department for Business, Enterprise and Regulatory Reform • Review of the global thin-film production machinery market. Client: Financial stakeholders • Analysis of electricity markets and regulation in the European Union and Latin America. Client: Confidential • Market analysis of the European electricity sector, including analysis of generation and retail markets, ownership and operation of network grids, tariff structures relating to network access, composition of the regulator, and future market developments. Client: BP • Assessment of the outlook for the UK market for ground mounted solar systems and detailed due diligence the business plan of a solar farm developer our client wanted to acquire Client: Confidential, Entrepreneurial company

Solar Power: Services and Citations PwC 27 November 2010 Who we’ve assisted and how

1. Feasibility Studies and Business Case Planning

Regional • Market review of clean tech in the heating sector Business Case Planning at a European and eastern Europe level and Preparation of business plans and company strategies for solar power target screening of potential acquisitions, with a plants and transmission companies. Recent examples include: particular focus on geothermal heat pumps, solar thermal and photovoltaic segments. Client: Confidential France • Business plan development for a large French corporate wishing to develop photovoltaic • Study on fostering EU internal market for projects in large roof-mounted and ground competitive technologies for a low carbon based installations. economy Client: Confidential Client: DG Enterprise • Review of the business plan of a photovoltaic • Identification of enablinggq requirements for solar venture in a view to raise capital from energy development with a view to promoting investors, the venture being focused on the private sector participation, facilitating installation and exploitation of large roof- technology transfer, enhancing knowledge mounted photovoltaic segment (car parks, sharing, and strengthening in South Asian warehouses). countries including Bangladesh, Sri Lanka, Client: Confidential Nepal, Maldives and Bhutan. Client: Asian Development Bank • Business review for two ground-based photovoltaic projects and development of a business plan to ensure financial IRR and fiscal optimisation. Client: Photowatt Technologies • Development of business plans for two types of photovoltaic installations: roof-integrated and ground-mounted systems, with two roof patterns (flat/low charge and inclined). Commercial strategy development based on scenario sensitivity analysis. Client: Photowatt Technologies

Solar Power: Services and Citations PwC 28 November 2010 1. Feasibility Studies and Business Case Planning

India • Solar PV manufacturing facility: business plan Norway • Strategy development for electricity and filing. Support for a large power developer • transmission. in south India: 400 MW based on crystalline PV • Client: Statnett, Nordic TSO technology and 40 MW thin-film technology. Client: Corporate • A business and commercial review of plans to establish a 52 MW amorphous silicon thin film Spain • Business plans to support the plant. development of PV plants, including the Client: Indian power Developer phasing of investments, cash flow • Advice on technology selection, financial model projections and computation of financial review, business plan review, and performance indicators such as NPV, representation of the client at government financial return on investments and selection committee for project approval for a financial return on capital. Examples solar PV manufacturing facility. include: Client: GenXX En Power Client: Sumitomo Client: Voltwerk • Advisory and proposal development support for Client: Prestige Hotels a new entrant into the renewable energy sector Client: Sunflower (Gliatz) in the request for services and request for proposals stage of the National Solar Mission Scheme. Client: Trading Company

Israel • Review of business plan of solar photovoltaic manufacturing facilities on roof or ground and applicat ions for licenses from t he e lectr ic ity authorities (Public Utility Authority - Electricity). Client: Ormat Industries Ltd.

Solar Power: Services and Citations PwC 29 November 2010 Who we’ve assisted and how

1. Feasibility Studies and Business Case Planning

Regulatory Advice Strategic advice on and market analysis of the regulation of the electricity industry. Recent example projects include: UK Germany • Legal advice on corporate law and capital • Analysis of possible regulatory structures in market regulation for a leading German group the UK electricity transmission sector. of companies acting in the field of developing, Client: National Grid financing and operating renewable energy projects, regarding IPO activities and the entry of a strategic investor. Client: Confidential • Provide d lega l a dv ice to a German pro ject developer in connection with the planning of a rooftop solar project.

India • Regulatory and policy review and viable business models for SPV power generation business for a US major. Client: Corporate • Market study and regulatory review for US based multinational. Client: Corporate

Netherlands • International analysis of regulatory structures for TSOs. Client: TenneT, Dutch HVDC TSO • Analysis of the regulatory and market design of electricity markets. Client: Delft University of Technology • Advice and support in the implementation of the operational processes needed to ensure regulatory compliance. Identification of opportunities to improve compliance success. Client: Dutch utilities company

Solar Power: Services and Citations PwC 30 November 2010 1. Feasibility Studies and Business Case Planning

Carbon Markets Renewables Subsidy Innovation and Policy Preparation of Clean Development Mechanism (CDM) projects either Creation of optimal financial leverage by securing maximal utilisation of on a full transaction mandate or with the supporting feasibility government grants and incentives.. Management of renewables subsidies studies, PDD preparation and project approval process. We regularly for a number of renewable energy generators,. Examples of recent work struc ture, marke t and sell carbon credits genera te d from CDM ildinclude: projects. Recent examples include:

Brazil • Feasibility studies and assessment of the Netherlands Client: Eneco qualification of projects for CDM status. Client: Dutch Biodiesel Client: Various heavy industries Client: C.GEN

India • Advice on a full transaction mandate for India Client: Confidential, US-based solar the sale of carbon credits. developer Client: Various heavy industries

UK • Building financial models based around the saleof carbon credits. Client: Confidential • Structuring the sale of carbon credits on the mandatory and voluntary carbon markets generated from afforestation projects. Client: Forestryypy company

Solar Power: Services and Citations PwC 31 November 2010 Who we’ve assisted and how

2. Financing

Financial Advice Germany • Financial advice for a 400 MW solar module Diverse financial advice to support the development of PV plants and factory. PV component production facilities. Includes financial structuring, Client: European investor scenario analysis, funding option evaluation, risk management and • Financial advice on different financing negotiation support. Recent examples include: options for a 4 MW PV project in Greece. Client: United Green • Financial advice for a solar start-up Austria • A PV component production facility. company. Client: Confidential Client: International financial investor

Australia • PwC have been appointed to the Solar Flagships India • Financial viability of rooftop PV systems. Expert Assessment Panel. This is to provide Client: Confidential, US-based PV financial and due diligence advice to the developer government on applications for funding for utility • Joint venture partner selection, business plan scale solar projects. review and financial advisory service for a Client: Australian Government, Dept of 100 MW Solar thermal project in India Resources, Energy and Transport Client: Confidential Business Group Belgium • Advisor on the appropriate required funding • Financ ia l adv isory serv ice for the structure for the acquisition on a new system for a development of a solar crystalline solar panel recycling firm, the work also involves manufacturing facility in India. analysing the impact of tax, accounting and the Client: Confidential Business Group financial implications. Client: Confidential Spain • A 18 MW PV plant. Client: Sedwick Corporate China • Provision of 404 readiness assistance to the • 2 PV plants in Sol de Alconchel and Ar-gasol. company; developing, documenting and testing Client: NMAS1 EOLIA its internal controls over financial reporting and • A 20 MW solar PV plant. provide related US GAAP training. Client: Luzentia Client: Confidential, Solar developer • A 20 MW solar PV plant. • Accounting advice to support the company on Client: Voltwerk complex accounting and reporting issues and other SEC related matters through its IPO • 2 49.9 MWsolar thermal plans in Andalucía process. The company continues to consult PwC Client: Inveravante and Ibereolica on complex accounting issues as they arise Solar Client: Confidential • Professional services with respect to the • Accounting advice to assisting the company with Spanish legal, financial and tax challenges complex US GAAP accounting and reporting arising from a proposed setup of a new solar issues business concept in Spain Client: Suntech Power Holdings Ltd. Client: SolarTotal Holding BV / Solar Total SL

Solar Power: Services and Citations PwC 32 November 2010 2. Financing

UK • Lead financial advisor to a major building Tax advice materials supplier that is also one of the UK’s Tax advice, regarding both corporate tax structure and specific issues largest landowners. The client has identified a relating to the renewable energy industry. Recent examples include: number of sites from its land bank in England that are potentially suitable for development of renewable and/or thermal power generation. Client: UK Land Owner Israel • Consultation regarding the most efficient tax structure for Solar PV SPE's Client: Confidential

Investment assessment including due diligence, tax structuring and Netherlands • Participation in a joint venture and business plan assessment to inform investment decision making. Recent partnership with solar developers. examples include: Client: Dutch utilities company • Structuring the tax and trading strategy for India • Business and commercial due diligence to renewable and solar investment funds. inform an investment decision in solar thermal Client: Dutch utilities company generation technology. • Advised several Dutch utilities companies with Client: Indi an power devel oper respect to participation in joint ventures and partnerships as well as on the structuring of funds on (international) renewable energy Netherlands • Financial Investment Guide to Renewable projects such as solar, wind, bio fuel and bio Energy: The financial investment guide is a energy projects. (software) tool to calculate the feasibility of Client: Corporate renewable energy projects. Clien t: Du tc h Min is try o f Econom ic • PwC is coordinating the set up of solar energy Affairs companies in Italy, Spain, etc. together with optimal tax structuring. Client: Confidential

Spain • Assessment of a e600m joint venture investment opportunity comprising two 50 MW solar thlhermal plants. Client: Inveravante (partnered with Ibereólica Solar)

Solar Power: Services and Citations PwC 33 November 2010 Who we’ve assisted and how

2. Financing

Financial modelling Italy • Assisted Fortis Bank with the financial Financial model development for PV and CSP plants and grid (continued) model related to the financing of a infrastructure, including the establishment of the tax, accounting and photovoltaic plant in Lazio. regulatory hypotheses of the models. Recent examples include: Client: Fortis Bank • AitdAssisted SitSumitomo Ban k with the financial model related to the pre- Germany • Assisted Deutsche Bank and the Mandated feasibility studies for the construction of Lead Arranger (MLA), Sociètè Gènèrale, with photovoltaic plants. the review of the financial model related to the Client: Sumitomo Bank financing of a photovoltaic plant of 8 MW in • Assisted Mitsubishi with the financial the south of Italy. model related to the pre-feasibility studies Client: Deutsche Bank/MLA/SG for the construction of photovoltaic plants. Client: Mitsubishi

Italy • Assisted Fortis Bank with the developing of Netherlands • A Dutch utilities company is considering the financial model related to the financing the options to provide its private clients of a photovoltaic power plant of 3. 3 MW. with operational leases on renewable • Client: Fortis Bank energy products (such as solar panels, high efficiency boilers, solar boilers). PwC • Assisted AES Sole Italia, providing financial assisted Nuon on the modelling of this modelling services up to financial close for ‘operational lease product’ with respect to the 42 MW Cellino San Marco photovoltaic the corporate tax issues. project. Client: Nuon Client AES Sole Italia

• PricewaterhouseCoopers has assisted AES Spain • A 7 MW PV plant in Albacete. Sole Italia in with financial models related to Client: Itochu Corporation the financing of many photovoltaic plants. Client: AES Sole Italia • Developed the financial model of a PV plant in the Canary Islands. The objective • Assisted Sorgenia Solar with the review of of our work has consisted of the the financial model related to the financing establishment of the tax,,g accounting and of aphlilhotovoltaic plants port flifolio. regulatory hypotheses of the model, as Client: Sorgenia Solar well as the finance raising for this • Assisted Santander with financial models 9 MW PV project. related to the financing of many photovoltaic Client: Sumitomo Corporation plants. Client: Santander

Solar Power: Services and Citations PwC 34 November 2010 2. Financing

Spain • Developed the financial model of a PV plant in Financial model review continued La Rioja. The objective of our work has Financial modelling review and validation of the tax, accounting and consisted of the establishment of the tax, regulatory hypotheses of a number of financial models for solar plants. accounting and regulatory hypotheses of the model, as well as the finance raising for this 1 Recent examples include: MW PV project. Client: Mitsubishi Corporation Germany • A 50 MW solar PV project. • Developed the financial model of four PV Client: KfW IPEX and juwi solar plants in Castilla la Mancha and Murcia. The objective of our work has consisted of the establishment of the tax, accounting and Spain • PwC has carried out a large number of regulatory hypotheses of the model, as well as financial model reviews for solar power the finance raising for these 2.8 MW PV plants. The following are a selection. A projects. solar thermal plant in Lebrija. Client: Solarstrom Client: Sacyr Vallehermoso • Development of a Financial Model for several • Six solar thermal plants including the Solar Photovoltaic projects Solar Millenium Project. Client: AES Solar España Client: Grupo Cobra • Three PV power plants. Client: Naturener S.A. UK • Financial model development for an HVDC • A 20MW PV plant in Abertura interconnector. Client: Abraxa Integrated Financial Client: Confidential Solutions, S.G.E.C.R., S.A. • Financial model re-design for electricity • Two solar thermal plants in Cadiz distribution. Included the addition of extended Client: Grupo Sener functionality and incorporation of new regulatory issues. • Six solar PV plants in Spain totalling 50.9 Client: Major UK utilities company MW Client: Gestamp Solar

Solar Power: Services and Citations PwC 35 November 2010 Who we’ve assisted and how

2. Financing

Finance Raising UK • Re-financing of a global leader in thin-film Raising finance for solar plants through equity and debt instruments. production equipment. Evaluated the Recent examples include: business and its markets in depth to come to a view on the outlook for micromorph thin- film technologies, its competitive Austria • Leaddid advice for an Austr ian Group in ra iiising positioning and future demand for funds to make the project operational (up to production equipment. Using these insights, 100MW). A wealthy Italian family has already we critically reviewed and came to our own been involved in the project. They will provide view on the achievability of management’s the piece of land for the PV Project. revenue projections. Client: Confidential, Energy Company Client: Confidential

India • Advisory services for preparing business plan preparation and equity and finance raising (equity and debt) for setting up first phase capacity of 2MW solar PV in Andhra Pradesh and 50MW in Maharashtra or Karnataka state. Client: Confidential, Developer

Spain • A 9 MW PV plant in the Canary Islands. Client: Sumitomo Corporation • A 1 MW PV plant in La Rioja. Client: Mitsubishi Corporation • Four 2.8 MW PV plants in Castilla la Mancha and MiMurcia. Client: Solarstrom • Fund raising advice and development of financial models for clients in the development of a number of solar (PV) farms. Client: Corporate

Solar Power: Services and Citations PwC 36 November 2010 Advisoryypp support: Reacting to climate change

Sustainability and climate change have moved to the top of the corporate and governmental agenda, gaining traction among employees, shareholders, regulators and consumers alike. Most organisations know it’s an area that can no longer be ignored, but many are at different stages of understanding. Whether driven by corporate conscience, stakeholder pressure or regulation and taxation, all recognise that action has to be ta ken now.

Finding the right balance among competing economic, social and environmental goals is the essence of a sustainable strategy. Sustainability considerations have moved way beyond philanthropy and ethics. They go to the heart of corporate strategy and competitive advantage, whether it’ s through understandingunderstanding changing regulation, changing consumer preferences, security of supply chain, access to scarce resources or cost optimisation, to name but a few. Any miscalculation or misjudgement in these areas can have serious repercussions on the long term viability of an organisation and how it is judged and valued by its multiple stakeholders. Sustainability and climate change are also critical for the public sector, with the government, other public bbdiodies and itinterna tiona l dldevelopmen t stakeholders all facing increasing pressure to respond with an appropriate, cost-effective and integrated approach. PwC’s Sustainability & Climate Change group helps both public and private sector clients address the specific and immediate issues relating to sustainability, as well as helping with longer term strategic thinking. We have a unique blend of skills, experience and tools, as well as scale and reach in all service areas. Our global team comprises some 700 sustainability and climate change professionals, with over 100 based in the UK.

Visit www.pp/wc.co.uk/sustainabilit y to learn more.

Solar Power: Services and Citations PwC 37 November 2010 Advisoryyppff support: Effective g overnance of project delivery

Effective project governance and control can be a significant Doing the right projects requires the project goals to be aligned cha llenge for so lar as we ll as o ther power pro jec ts. Ge tting withith the st rat egi c obj ecti ves of the bus iness by means o f an governance wrong impacts successful project delivery, whether effective benefits-management system). Doing the projects right due to delays or cost overruns which could have been avoided, or ensures that project control processes are managed effectively to due to misaligned stakeholder interests. Project owners and deliver the expected benefits to the business and its stakeholders. investors need to address a number of fundamental questions: The tension between the risk transfer evident in some • Do you know where and how value is lost and what drives contracting strategies and the willingness of the supplier to risk? be transparent about its performance when it has significant • How can you intervene in a managed way if your project is amount of risk to manage increases the importance of project going wrong? assurance to the owner. In these cases, comfort is needed that the information management and reporting systems used by the • Do you know who is managing your key risks and if contractor and reported to the owner are robust and supported mitigation is effective? by appropriate technology. This importance escalates in larger • How could you get a better view on project performance projects and programmes where supp ly chihains are often mu lilti- and outcomes? layered and geographically diverse. • How should governance of your capital projects and PwC’s view is that when risk allocation is negotiated in complex programmes connect with your corporate governance? contracts for the delivery of capital projects such as renewable Independent Power Producers, consideration Poor project governance can often affect the timeline for delivery should be ggpiven to the operation of an effective governance of large capital projects generally, leading to increased costs and regime and the requirements of project management processes ultimately failure to deliver the project’s business case. for disclosure, information management and reporting across the But what is governance? Project governance has developed from breadth of the supply chain. The benefits of using PwC to help the broader concepts of corporate governance, which is you with this are that we: concerned with a set of relationships between an organisation’s management, its board, its owners and other stakeholders. • Have in-depth experience and expertise in construction It provides the structure through which the objectives of the disputes, international arbitration and litigation company are set, the means by which achievement of those • Can supply resources drawn from global specialist teams objectives is agreed and how company performance against those and local offices objectives is monitored. Success in projects with complex procurement structures has been shown to rest more on effective • Have an array of tried-and-tested tools and techniques that governance, strategic alignment and stakeholder management can be used to assist in investigating unique problems on than on the ability to plan and deliver the project plan. capital projects Project governance extends the principles of corporate • Are business focused to achieve dispute resolution governance into the management of individual capital projects • Can supply a range of industry specialists (insurance, through governance structures and the management of projects telecoms, energy) and economics, valuation and finance at a business level. In a portfolio environment, effective project specialists. governance is concerned both with doing the right projects and getting them right first time, every time.

Solar Power: Services and Citations PwC 38 November 2010 Who we’ve assisted and how

3. Tender and procurement

Competitive Tender Process Contracting Strategy Advice on the design of the competitive tendering process and the Advice or review of contracting strategy for power plant development. analysis of corporate and contractual structures in the procurement of Recent examples include: large HVDC and energy infrastructure projects. Includes advising on the esta blis hmen t or procur ing of jijoin t ven ture agreemen ts. Recen t examples include the design of the tender process for:

Spain • The construction of a 10 MW solar thermal Netherlands • Review and analysis of the contracting plant by joint venture. strategy used by a number of European Client: Boeing power plants. Drew recommendations for optimal strategies and informed decision making regarding the management of a new asset development initiative. Client: European power generation company

UK • The construction of a 500 MW HVDC UK • Allocation of EU support for carbon capture interconnector link between Ireland and and storage and innovative renewable Great Britain. energy projects. Client: EirGrid Client: European Commission • The procurement of the UK’s first • Advise on the NER300 competition. The commercial scale carbon capture and storage objective of this competition is to use on a power pltlant. approximat e ly 5 billion Euros to co-fdfund the Client: UK government, Department of construction and operation of eight Energy and Climate Change commercial Carbon Capture Storage (CCS) plants and 34 innovative renewables projects. It is the world's largest public investment programme in low carbon technology and a key part of Europe's strategy to tackle climate change. Client: European Commission

Solar Power: Services and Citations PwC 39 November 2010 Who we’ve assisted and how

3. Tender and procurement

Supplier Review Italy Client: Enertad/ERG The review or commercial due diligence of suppliers to the solar Client: CAMGAS energy and electricity transmission industries. Recent examples include the review of:

UK • A supplier of high-quality aluminium sheet Supply Chain to the solar thermal industry. Supply chain analysis, including the mapping of the supply chain Client: Confidential required to construct a solar plant, and the subsequent management and improvement of the supply chain. Often includes specific supplier reviews or contract and procurement advice. Recent examples include:

Power Purchase Agreements India Mapping the supply chain of a solar PV plant Assistance in the valuation and purchase price allocation activities for and undertaking a review of key suppliers and Power Purchase Agreements (PPA) for solar electricity. Services also their drivers. include market-testing exercises to negotiate PPA contracts, and Client: Confidential assistance with the impairment test of the goodwill. Recent examples include:

Germany • Legal advice to a Danish investor regarding the acquisition of MW-class solar farm projects in Germany. • Provided legal advice to a Danish investor in connection wihith: ― the acquisition of MW-class rooftop and solar farm projects in Germany and Spain from German project developers, ― the acquisition of a 24+2 MW wind solar park project in Greece from a German project developer.

Solar Power: Services and Citations PwC 40 November 2010 4. Construction

`

Health & Health & Safety (H&S) audit of a construction Safety company’s internal H&S governance and systems. Recent examples include:

UK • PwC's internal Health & Safety specialist team have advised on management of Health & Safety legal compliance and risk management on over 30 construction industry and real estate insolvencies. Many cases involved the supervision of partially-completed constructions to practical completion whilst the business was under Administrator control. Client: e.g. British Land • During company administration, the H&S team monitored the site safety performance at one of the company's flagship developments, and the Biihirmingham Devel opment Corporat ion administration, which included supervising the practical completion of The Cube, a major city centre development project. Client: Castle more Securities

Supply SlSupply chihain analilysis, ildiincluding the mapp ing of the Chain supply chain required to construct a solar plant, and the subsequent management an improvement of the supply chain. Often includes specific supplier reviews or contract and procurement advice. Recent examples include:

India • Mapping the supply chain of a solar PV plant and undertaking a review of key suppliers and their drivers. Client: Confidential

Solar Power: Services and Citations PwC 41 November 2010 Who we’ve assisted and how

5. Operation and maintenance

Audit

Our industry specialists provide cost-effective and risk-considered and to both the solar and electricity transmission industries. Recent examples include:

Europe – Solar energy companies

• Abengoa • HUBER + SUHNER • Solaria Energía y Medio Ambiente • Bosch Solar Energy (fka ErSol Energy) • Kostal Solar Electric • Novera Energy • SlSol Puer to Rico • CENTROTEC Sustainable • Npower • Colexon Energy • Robert Bosch • Compagnie de Saint-Gobain • Rothe Erde • Fersa Energias Renovables • RWE Innogy (fka Innogy) • First Solar • S.A.G. Solarstrom (tax client only) • Goldbeck Solar • Shell Gas & Power International

Electricity transmission companies • A2A • Edison • RWE • British Energy Generation • E.ON • TenneT TSO • Business Group Benelux (fka Nuon) • National Grid

Solar Power: Services and Citations PwC 42 November 2010 5. Operation and maintenance

Audit continued North America – Solar energy companies

• AGY Holding • Energy Northwest • Quanta Services • Bonneville Power Administration • Evergreen Solar • STR Holdings • Chevron • First Solar • SunPower • Consolidated Edison • GrafTech International • Tampa Electric Company • Day4 Energy • FirstEnergy (fka Jersey Central • UniSource Energy • Dow Corning Power & Light Company) • Edison International • NSTAR

North America – Electricity transmission companies • ATCO • Exelon • Public Utility District No. 1 of Chelan • Canadian Utilities • FirstEnergy County, Washington • Allegheny Energy • Illinois Power Company • Public Utility District No. 2 of Grant • Ameren • Kentucky Utilities Company County, Washington • Atlantic City Electric Company • Metropolitan Edison Company • Puget Energy • Baltimore Gas and Electric Company • MGE Energy • Salt River Project • Bonneville Power Administration • Monongahela Power Company • Seminole Electric Cooperative • Brazos Electric Power Cooperative • Municipal Electric Authority of • Southern California Edison Company • California ISO Georgia • Southwest Power Pool • Central Illinois Light Company • National Grid USA • Tampa Electric Company • Central Illinois Public Service • Nebraska Public Power District • TECO Energy Company • New England Power Company • The Cleveland Electric Illuminating • Cleco • Niagara Mohawk Power Company • Commonwealth Edison Company • NSTAR • The Empire District Electric • Consolidated Edison Company of • Oglethorpe Power Company New YkYork • Ohio Edison Company • The To le do Edison Company • Consolidated Edison • Orange and Rockland Utilities • Tucson Electric Power Company • Constellation Energy Group • PECO Energy Company • Turlock Irrigation District • Delmarva Power & Light Company • PJM Interconnection • UIL Holdings • E.ON US • Pennsylvania Electric Company • Union Electric Company • Edison International • Pennsylvania Power Company • UniSource Energy • ERCOT (Texas ISO) • Pepco HHldioldings

Solar Power: Services and Citations PwC 43 November 2010 Who we’ve assisted and how

5. Operation and maintenance

Audit continued

Asia – Solar energy companies Asia – Electricity transmission companies • Ablerex Electronics • CLP Holdings • Delta Electronics • CLP Power Hong Kong • Kyocera • Tanjong • Shell Eastern Trading • Tenaga Nasional Berhad • Viridis Clean Energy Group

Solar Power: Services and Citations PwC 44 November 2010 5. Operation and maintenance

Tax UK continued • Undertook a multi-jurisdictional review of A wide range of tax services including compliance, planning and tax the direct tax treatment of emissions strategy, insights into the availability of tax incentives, the relative trading and provided tax structuring value of various tax incentive options, and the ongoing changes and advice in relation to EUA sale and developments in legislation and energy tax. Recent examples repurchase transactions in several include: European jurisdictions. Client: UK financial institution

Canada • Tax structuring of significant investments in China • Jinko Solar Holdings Co. Ltd. solar, wind and hydro. Client: Investment company • Advising on tax incentives of investing in existing and planned solar and wind developments. Client : Con fidenti a l • Reviewing contracts and advising on the impact of the carbon tax. Client: Energy generation company

UK • Advised on the VAT, transfer pricing and USA • Solyndra accountinggp treatment of a contract to provide • First Solar tolling services that would transfer risk around carbon emissions. • SunPower Client: European power company • Evergreen • Advised on the VAT implications of a number of carbon deals including a cross-border EUA/CER arbitrage deal. Client: Investment banks (various) • Provided tax structuring advice in relation to the business mode and financing for a clean energy project. Client: Confidential

Solar Power: Services and Citations PwC 45 November 2010 Who we’ve assisted and how

5. Operation and maintenance

We also provide ongoing tax services to a number of companies in the solar and electricity transmission industries. Select examples include:

Tax

Europe – Solar energy companies

• Europe – Solar energy companies • Eternit • Siemens • Abengoa • IBERDROLA RENOVABLES • SolarWorld • ALSTOM • OC Oerlikon Corporation • Von Roll Holding • AMG Advanced Metallurgical Group • Robert Bosch • BP • Sacyr Vallehermoso • Eneco Holding • Schneider Electric

Europe – Electricity transmission companies

• EDP - Energias de Portugal • GDF SUEZ • TenneT TSO • Eneco Holding • IBERDROLA • Enel • National Grid • Energie Baden-Württemberg • RWE • EONE.ON • SUEZ-TRACTEBEL

Solar Power: Services and Citations PwC 46 November 2010 5. Operation and maintenance

Tax continued

North America – Solar energy companies

• AGY Holding • FPL Group • RF Micro Devices • Arizona Public Service Company • GE Energy (Hong Kong) • STR Holdings • Black & Veatch Holding Company • GrafTech International • UniSource Energy • CH2M HILL Companies • ITOCHU International • Clayton Homes • First Energy (fka Jersey Central • Dow Corning Power & Light Company) • Edison International • National Semiconductor • El Paso Electric Company • Newport • First Solar • Pinnacle West Capital • Florida Power & Light Company • Public Service Enterprise Group

Solar Power: Services and Citations PwC 47 November 2010 Who we’ve assisted and how

5. Operation and maintenance

Performance Management and Improvement USA • Accounting systems advice following the Services in this area include managing costs and technology, launch of a new highly complex growing revenue, managing people and improving performance. accounting standard. Included industry Recent examples include: tailored training sessions, insight into idindus try practices and dldevelopmen t of a best practice roadmap. Client: Large US north eastern utility company • Process improvements for increased Australia • The design of a cultural change efficiency and reliability of financial close programme for an energy company and reppgporting procedures. fllfollowing poor emp loyee engagement Client: US medium-sized public results. Data analysis and workshops utility informed the creation of a three year roadmap to implement behavioural • Performance improvement consulting to change. solve the increasing complexity of the Client: Global resources company client’s “Purchase to Pay” cycle and SAP environment. Client: Global power generation company

China • Consulting services, transfer pricing planning and documentation, customs advisory service and Individual-IIT Compliance. Client : NASDAQ list e d company

Netherlands • Advised on the residual value of assets of special purpose companies, exploiting wind parks, (biomass) cogeneration, solar electricity and heat/ cold storage. Client: Corporate

UK • Development of IT strategy. Included a review of the current service delivery model, identification of IT drivers, benchmarking, KPI comparison and customer satisfaction assessment. Client: UK regional electricity distribution company

Solar Power: Services and Citations PwC 48 November 2010 6. Disposal and acquisition

Transaction services: Buy Side Spain • A manufacturer of thermal power systems and Buy-side transaction services, including financial, commercial and tax photovoltaic cells/modules. Annual due diligence, data room assistance, Sale and Purchase Agreement manufacturing capacity of 90 MW. advice, and legal services in the acquisition of solar plants. Recent Client: Private equity examples inc ldlude: • A solar energy company with two PV plan ts in operation (30 MW), two PV projects under construction (20 MW) and 10 PV development projects (180 MW). Germany • Buy-side advice for the identification of Client: General Electric potential acquisition targets (both solar and wind) in Germany, Italy, Poland, Czech • Buy Side M&A mandate to acquire 10 MW PV Republic and Slovakia. ppjroject located in the south of S pain. Client: RENERGIE GmbH Client: Foresight Group • Ongoing buy-side advice for the possible • Buy Side M&A mandate to acquire 10 MW PV acquisition of project development pipelines project located in the Castilla La Mancha (PV) or project development companies Client: Foresight Group active in solar energy. • Financial, tax, legal and labour due diligence in Client: Samsung Europe the context of the acquisition by Affirma of Isofófotón a p hotovo liltaic an dhd therma l Spain • Three PV plants with a combined capacity of manufacturer leader in Spain 13 MW and a value of E90m. PwC was also Client: Affirma the legal advisor in the transaction. • Financial and Tax Due Diligence in the context Client: Sunflower of the acquisition of a solar photovoltaic plant in • Two PV plants with a combined capacity of 8 Valladolid of 5 MW. MW. Client: Fotowatio Client: Confidential • Financial, tax and regulatory due diligence in • A PV plant with a capacity of 9 MW by EPC the context of the acquisition of a minority stake contract. in a company which owns a CSP plant of 50MW Client: Foresight under construction. Client: Confidential • Solar assets with a capacity of 15 MW installed and 55pg0 MW in planning. • Advisor to a large group on the purchase of a Client: General Electric fixed photovoltaic park of 6,930 MW (in Cuenca) by EPC contract, as well as advisor in • A 7 MW PV plant in Ciudad Real. the negotiation of the SPA. Client: AES Solar Client: Sunflower • A manufacturer of photovoltaic cells/modules. Client: Prestige Hotels

Solar Power: Services and Citations PwC 49 November 2010 Who we’ve assisted and how

6. Disposal and acquisition

UK • A 50% stake in one of the largest renewable Transaction Services: Sell Side companies with assets amounting to more Sell-side transaction services, including financial advice, financial, than 1,000 MW between solar, hydroelectric, commercial and tax due diligence, and legal services in the disposal of wind and biomass. solar plants. Recent examples include: Client: Private equity • Buy-side advice for the acquisition of a 10MWp Solar PV project located in Cordoba (Spain) owned by Magtel Renewables. Client: Foresight Group

USA • Financial due diligence, accounting advisory Austria • Financial and tax due diligence on ZOUK and M&A tax services in the acquisition of ventures, a UK based fund; XOLAR is a approximately 30 operating projects with over company producing total systems in the solar 700 MW of installed renewables capacity. sector (solar thermal). Client: Large public US integrated power Client: XOLAR Renewable Energy and utility client Group • Advice on the purchase of the SunRay Renewable Energy group by Sunpower Corporation which was a US lead transaction. The deal completed in March 2010 and covered operations in Europe and the Middle East. Client: Sunpower Corporation

Spain • A 2 MW PV plant located in Extremadura, withith a dea l va lue of E20m. Client: Prestige Energias Renovables • A two-axis PV plant of 2 MW in Badajoz, by EPC contract. Client: Prestige Innovación • Disposal M&A get framework agreement for a portfolio of PV Projects. Client: BP Solar

UK • Sale of Thermomax, a manufacturer of heat pipe solar collectors and other solar components and provider of consulting engineering, solar energy design and itlltiinstallation services, to Kingspan. Client: Thermomax

Solar Power: Services and Citations PwC 50 November 2010 6. Disposal and acquisition

Valuation Germany • Legal advice to a Danish investor regarding the The valuation of businesses or assets for both buy and sell-side clients acquisition of MW-class free land solar projects to support decision making. Recent examples include: in Germany and in connection with the acquisition of a wind park in the Land of Lower Australia • Venddidor advisor on t hlflhe sale of Solar Systems to • Saxony w ith a to ta l capac ity o f 9. 2 MW. Silex Systems. Client: Corporate Client: Silex Systems • Commercial due diligence of a 1 MW PV project. Client: Solar Power Invest ApS

Belgium • PwC reviewed the valuation of several companies Hungary • Valuation services in relation to PV equipment relating to different solar projects across Europe. and certain intangible assets, i.e. customer Review was performed around financial relationships (with the local transmission parameters, business parameters and modelling. system operator) and licenses (at a mature Client: Enfinity stage), for financial reporting purposes. Client: VioSolar Inc.

France • Market due diligence for the acquisition of a Israel • Valuation services provided to 2 solar French player in the photovoltaic industry with companies in Israel for purpose of a merger. extensive research in terms of photovoltaic market Client: Confidential value chain, end segments dynamics, and screening of build-up opportunities. Client: Platina Partners Italy • The listed business of an HV and EHV • Market due diligence and strategic analysis for the transmission service operator. Association Famille Mulliez for the acquisition of Client: GRTN a share of Voltalia, a player active in photovoltaic, wind power, biomass and small hydroelectricity industries. Client: Voltalia • Strategic, operational, financial and tax and legal due diligence of a potential investment in the French photovoltaic industry (review of projects portfolio, analysis of current margins and forecasts, operational capacity to install the projects pipeline, net working capital and net debt analysis, etc). Client: Eurazeo • Strategic, operational and financial due diligence ofiliihhf a potential investment in the French photovoltaic industry. Client: Confidential Solar Power: Services and Citations PwC 51 November 2010 Who we’ve assisted and how

6. Disposal and acquisition

Netherlands • Assets of special purpose companies in the Spain • Acquisition by AES Solar of a 7 MW area of solar electricity and heat/cold continued photovoltaic power plant owned by Jiménez storage. Belinchón. Client: International bank Client: AES Solar • Advi sor to the consor tium in the £1. 6bn • Due diligence: TAU Ingen iíiería SlSolar public to private acquisition. acquired 100% of the shares of GIF Client: Biffa Ingenieros Asociados, which held the rights • Advisor to Montagu in the disposal of Cory to for building and operating a photovoltaic a consortium led by ABN Amro. power plant of 0.6 MW in Murcia. Client: Cory Client: TAU Ingenieria Solar • Advisor to Verbund on the acquisition of a • TAU Inggqeniería Solar acquired 100% of the photovoltaic park in Spain. shares of Fotones de Castuera, S.L. which Client: Verbund holds the rights for building and operating a photovoltaic power plant of 20 MW in • Lead financial advisor on Impax’s acquisition Badajoz. of 100% of the shares of the two-axis 2MW Client: TAU Ingenieria Solar, S.L. solar farm property from Prestige Group. Client: Impax • Asset acquisition of operating solar plants with a total installed capacity amounting to 15MW and 50MW under promotion. Spain • Investment and operational projects in solar Client: General Electric power plants for the purpose of an IPO. Client: T-Solar (Isolux) • Full due diligence and advisory on the sale • Financial investor interested in a Spanish and purchase agreement to a private equity company with a photovoltaic capacity of 143 fund of an important solar energy company. MWP and a pppipeline of 312 MW in S pain and Client: General Electric 106 MW abroad. • A Spanish-based financial investor showed Client: Corpfin Capital Asesores interest in the acquisition of a majority • Financial investor interested in a company stakeholder in a Spanish group with with a photovoltaic capacity of 58 MWP, photovoltaic operating projects (30MW) and wind power of 234 MW, 2 MW of mini- a large pipeline of both PV (80MW) and CSP hydraulic, and a pipeline of 103 MW of wind projects (1,200MW). PwC's Transaction powepower,r, 87 MMWW ooff susunn powepowerr aandnd 401401 MWMW ofof Services (TS) team and Landwell Tax were in thermal energy. charge of the first stage of the project Client: Corpfin Capital Asesores (financial and tax due diligence) with the Valuations and Strategy (V&S) team responsible in the second stage for reviewing the business plan to achieve external financing and the completion of a group valuation. Client: Confidential

Solar Power: Services and Citations PwC 52 November 2010 6. Disposal and acquisition

Spain • An investment group was interested in the UK • Operational and pipeline renewable power continued acquisition of photovoltaic installations in generation assets. Also included the Spain. PwC's Corporate Finance team was in valuation of intangible assets such as the charge of the first stage of the project development team, know-how and brand. (acquisition of the installations), after which Client: UK venture capital company the TS (Financial and Strategy groups) team • • Lead financial advisor on Foresight was responsible for reviewing the business Group’s acquisition of an 8.8 MWP solar plan in order to achieve external financing. In PV project located in Madridejos (Spain), total 13 MW were successfully acquired. owned by Santander. The project was Client: Confidential developed by BP Solar. • One of the key players in the solar market in Client: Foresight Group Spai n, was trying to expan d its nationa l and • PwC has been engaged by a renewable international business. It asked PwC for energy business to estimate the market financial and tax buy-side due diligence value of its various businesses in support of services (to support several acquisitions), their proposed management incentive financial and tax sell-side due diligence (to schemes. Technologies include wind, support raising funding from financial biomass, solar and GSHP. investors) and IPO services. Client: Renewable Energy Develop er Client: T-Solar

• One of the key players in the PV solar market USA • Financial due diligence for the acquisition by in Spain, asked PwC for financial and tax buy- Areva of the US CSP company Ausra, based side due diligence for Grupo Solarfin, an in Mountain View, California Spanish based company that owned licenses Client: Areva for the construction of PV projects amounting to 5 MW. The client needed an urgent analysis of three companies that were included in the transaction perimeter, in order to expand its business operations. PwC prepared timely reports for the buyer to make the offer, and also provided additional financial and tax analysis to support the discussions. Client: Fotowatio • Lead financial advisor for Sunflower acquisition of 3 PV plants Client: Sunflower

Solar Power: Services and Citations PwC 53 November 2010 Advisoryypp support: Sustainability considerations

Climate and car bon CbCarbon markets as well as shar ing btbest prac tice across the public sector. Our work is informed by Climate change has emerged as one of the PwC provides a full range of carbon market deep knowledge of international policy most important political and business services to carbon buyers and investors, developments and by experience in issues of our time. At PwC, we’ve whether they’re looking to take positions in countries across Europe and further afield. responded by working with companies and carbon assets, acquire pure-play carbon It is underpinned by robust methodologies, policy makers since the mid eighties, businesses or simply address compliance economic analysis and evidence based helping shape the agenda, analyse the needs. We advise on strategy and decisions. issues and develop practical solutions. transactions, conduct carbon due diligence Whether it’s defining policy, and valuations, and advise on risk and Climate risk management understanding the opportunities, helping compliance. We work with developers of PwC helps clients to understand and to develop projects, preparing and carbon assets in the Clean Development manage risks from climate change, protecting a business, setting a good Mechanism and Joint Implementation buildi ng climate change resili ence by example or empowering others, we help markets and in the Voluntary Carbon providing comprehensive strategy our clients understand the issues that will market. We advise on strategy and evaluation, market analysis, risk have the greatest impact on their financing, prepare project design assessments at a local level and options organisation, form a strategy to address documents and manage sale processes, analysis across the value chain and them, and then support them through the helping manage risks and maximise value, investment portfolio. We also advise comppglex organisational chan ges needed to as well as buildinggyp credibility and profile client s on governmen t policy, emerg ing put their strategy in place. for sellers in the carbon markets. regulations and reporting requirements, Climate change strategy and Climate policy, economics and and how these might impact their investment green growth operations and projects. We help clients plan for an uncertain Climate change is at the heart of public Carbon reporting future, anticipating changes in markets policy. It is central to energy and industrial There is overwhelming demand from a and policy, as well as preparing for the policy, to housing and infrastructure plans, multiplicity of stakeholders for physical impacts of climate change. The to transport policy and to climate information about carbon and climate climate team works with our strategy resilience and contingency planning. It change risks and opportunities, and the consultants and industry specialists, drives economic policy, regulation and associated strategies that might impact the helping businesses manage risks and standards, tax and incentives, as well financial wellbeing of a business. Carbon respond to opportunities as climate change as carbon management and adaptation measurement and report ing creates a affects their operations, their markets, planning in the public sector. We help strategic picture of a business that is both their supply chains and their investment public sector clients develop and informative and convincing. It gives decisions. We use scenarios and real implement policies, strategies and enhanced market insight and reveals how options techniques to support planning programmes across central and local emerging risks can be opportunities rather and decision making, underpinned by a government. We support their engagement than threats if they are managed for deep understanding of markets, policy and with the private sector, competitive advant age –all critica l in a climate impacts. carbon-constrained world.

Solar Power: Services and Citations PwC 54 November 2010 FdForward-lkilooking analilysis and stttatemen ts sustitaina bility and other non-financ ia l fa ilure an d even pr ison. Ris ks re la te d to of the risks and opportunities affecting a issues pervade a company and its sustainable development interconnect with business will soon become an established reporting, and add value to business many other risk areas – from climate part of the reporting cycle. PwC can performance. change perform an in-depth review of an to water scarcity, demographic shifts to organisation’s current carbon position – Management information resource availability, land use to labour from measuring the carbon footprint to systems and processes rights. Similarly, regulation around assessing the effectiveness of reporting and Putting management information in the sustainability issues continues to expand how it measures up to leading practice. The spotlight raises issues about how decision and Company Law reform has sought to output from the review will detail the making within business is currently make more explicit the responsibilities of actions, costs and time required to close undertaken. The bar continues to be raised the board towards social, ethical and the gap from the current position to the when it comes to increasing the relevance environmental impacts. identified desired state. and timeliness of the management Understanding the complexity and information that is now put before boards CSR/Sustainability and non- defining the risk appetite of the business is and senior executives, but at the same time financial reporting now a strategic imperative. Coupled with much needs to be done to improve the this is the need to identify the risks, decide In the future, reporting performance will insightfulness and accuracy of the data that how they will be measured and agree who be less dependent on financial numbers are being collected, especially in the case of will be accountable. CEOs widely recognise and more about delivering the strategy of sustainability related data, such as carbon this, but very few have a clear plan to the business. Companies will choose to and water. PwC can help businesses respond and creating a sustainable, risk adopt a multiple time horizon approach to understand the data they need to collect resilient culture remains a challenge. reporting, explained with a data-set of and the management information systems non-financial indicators and metrics. they need in place to be able to do this PwC is the UK’s leading provider of These will create a blueprint of the long effectively. This also ensures that the data integrated governance, risk and regulatory term posiiition of the bibusiness and the thhey collect are suffic ient ly clear and compliance services. Drawing from a drivers of business success, and short term forward-looking to identify opportunities. global network of specialists in risk, context against which current performance PwC can also assist with data integrity and regulation, people, operations and can be assessed. As companies become consistency by looking at the controls in technology we help companies deliver more aware of the implications on the place over the processes that are operating. lasting change through understanding how future success of their business of issues sustainability risks might impact their such as climat e change, popul ati on grow th, Governance, risk and short and long term commerc ilial success. finite resource usage, the employee agenda compliance The management of these risks can then be and the ability to establish and maintain integrated into the overall corporate risk As the recent recession has demonstrated, critical relationships, the challenge will be strategy. The services we offer also help risk can no longer be confined to one to report on the material issues in an clients manage these risks at the business company, country or continent. It pervades integrated way. This does not mean unit and functional level. everyy, decision a business takes and, left bolting-on additional reporting to existing unmanaged, can result in fines, business reporting requirements, but showing how

Solar Power: Services and Citations s PwC 55 November 2010 Advisoryypp support: Deals

The Pw C Power and Utilit ies dldeal team compr ises idindustry focuse d transact ions spec ia lists and mar ket experts that draw on multidisciplinary expertise from across our firm. We assist our solar clients in addressing the value and assurance issues that lie at the heart of their deals. Our advice covers the commercial and regulatory, operational and strategic, and financial and structuring issues and covers the entire deal continuum, from inception through to completion and beyond. Our solar clients tell us that they value our commercial approach, our knowledge of their business and of the wider industry, and our responsiveness.

We can help you to find solutions to your deal issues including:

Strategic and commercial issues: Financial issues

• Why are we didoing this ddl?eal? • What are normali se d earn ings ? • What are our other options? • What is the deal balance sheet? • Do we understand the market/regulatory drivers of • What are the GAAP implications? (IFRS/US GAAP?) value and sources of risk? • What historic tax issues do we inherit? • Do we understand the current and expected carbon • What are the available tax reliefs and how can we use risks and opportunities? them? • How can we capture more of the value and mitigate • Can we improve the tax efficiency? the risks? • What are the pension and other long-term • Do we understand the target’s business? employment liabilities? • What is fair value? • Can we manage risks and still structure the deal? • What are the financial implications of the Share Purchase Agreement? • Is the projections model robustly built?

Solar Power: Services and Citations PwC 56 November 2010 Operational issues Compliance and governance issues

• How do we maximise cost synergies? • How do we ensure we are compliant with the tax and • What risks exist in the day one and hundred day regulatory requirements? plan? • What are the environmental risks and liabilities • How w ill t he IT serv ices lin k up? associated with the deal? • What immediate process improvements can I gain? • What investment is required to ensure (EHS) compliance and improve EHS performance? • What working capital efficiencies can I achieve? • How does the governance structure need to change to • How do we deliver revenue synergy? accommodate the reshaped business? • How do we engage our leaders and workforce to • Can the ex is ting sys tems an d processes pro duce the deliver? required MI and KPIs on a timely basis? • How do we identify and address an organisation’s • How do we ensure compliance with legal and cultural issues? contractual employment requirements?

Solar Power: Services and Citations PwC 57 November 2010

The challenge We now know that The solution substantial climate change is unavoidable and that it As part of a multi-faceted approach to increasing the role of poses an immense risk both renewable technologies, solar energy – in particular to mankind’s everyday lives photovoltaic and concentrating solar thermal power – can and the world around us. play a key role. Enough solar energy reaches our planet every There is an urgen t nee d to day to meet all of our energy needs. Research has concluded take action, but progress to that it is possible to capture this energy at its most intense date has been slow and points of impact, convert it into a storable and transmittable limited in its impact. form, and transmit it efficiently to where it is needed. This bookl et set s out how PwC has pl laye d an d The opportunity continues to play a key role in helping governments, With the impact of climate business and society to make the transition to change and energy shortages on renewable solar energy options. Building on our our doorstep, the world now exppgggyerience of working with the global energy sector needs to promote those for over 100 years, it outlines the services that we can solutions that can immediately bring to bear to support programmes of work, cut global greenhouse gas provides examples of the work that we have completed emissions and address other in previous years, and sets out some of the thought areas of ris k. leadership that we have published in the area of renewable energy to help shape and support the debate going forward.

Solar Power: Services and Citations 59 November 2010 www.pp/wc.com/sustainabilit y

This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and , to the extent permitted by law , PricewaterhouseCoopers LLP, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.

© 2010 PricewaterhouseCoopers LLP. All rights reserved. In this document, "PwC" refers to P ri cewater house Coopers LLP ( a li mi ted li a bility partners hip in t he Un ite d Kingdom), which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

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