CHORUS CLEAN ENERGY AG ANNUAL REPORT 2015 Annual Report 2015 SUCCESSFUL SUSTAINABLY PROFILE CHORUS Clean Energy AG is an independent operator of solar and wind parks and a comprehensive service provider for investments in the field of renewable energies. We operate more than 70 plants in five European countries and currently manage a portfolio with a total output in excess of 300 megawatts. We offer institutional investors attractive investment opportunities in renewable energy plants. At the same time, we cover the entire investment cycle: from asset sourcing to economic, technical, and legal due diligence, commercial plant manage- ment, and the controlling and monitoring of technical operations to the divestiture of the plants. KEY FIGURES 2015 1) 2014 2) Change in % in EUR millions Revenues 58.6 55.0 +6.5% EBITDA 45.7 43.4 +5.2% EBIT 23.7 23.1 +2.7% EBT 15.7 7.9 +99.3% Profit for the year 11.0 4.9 +123.0% Equity 230.3 123.8 +86.0% Total assets 609.2 509.3 +19.6% 1) Results of operations adjusted for non-recurring expenses resulting from the IPO. 2) Results of operations calculated on the basis of pro forma financial information. Assets on the basis of the consolidated financial statements. SUSTAINABLY SUCCESSFUL It is the key question of the 21st century – how can energy demand be met in a way that saves resources and CO2? The answer: with sus- tainable energy from renewable sources. Our business model involves harnessing the power generated from solar and wind parks while allowing for attractive and stable returns. In this way, we generate commercial success while making a key contribution to the energy transition. In order to attract institutional customers for these in- vestment opportunities, we offer diversified portfolios with attrac- tive returns. The combination of our service portfolio coupled with our expertise is what makes us successful – sustainably successful. CONTENTS 2 Letter from the Management Board 18 Report of the Supervisory Board 20 The CHORUS Share 22 Corporate Governance 26 Our Business Model 27 Our Portfolio 28 Combined Management Report 53 Consolidated Financial Statement 61 Notes to the Consolidated Financial Statements 128 Further Information 131 Imprint CHORUS Clean Energy AG_Annual Report 2015 1 To our shareholders Letter from the Management Board DEAR LADIES AND GENTLEMEN, The 2015 financial year was an eventful, but – first and foremost – successful one for the Company: with the Initial Public Offering IPO( ) on October 7, we reached a sig- nificant milestone in the history of CHORUS Clean Energy AG. As part of the flota- tion, we managed to place a capital increase of some EUR 100 million in a challeng- ing market environment and thus pave the way for strong growth in the future. We also achieved several successes in terms of strategic implementation: in our Energy Production business line, we expanded our portfolio by acquiring the Ap- peln wind park in the German state of Lower Saxony. The wind park, which we ac- quired in November, boasts an output of 11.4 megawatts (MW). This was the first ac- quisition that saw us deploy funds from the IPO. A further addition was made to the portfolio in December, when we acquired two wind parks in Austria, with the total output of about 21 MW divided between one park in Burgenland and one park in Styria. In our dynamically developing Asset Management segment, we used funds from our Luxembourg-based special fund CHORUS Infrastructure Fund S. A. SICAV-SIF to acquire the largest-ever wind park in the history of the Company – a step we took at the beginning of the year. Midway through the year, our first-ever wind park in Fin- land was added to the managed portfolio. Shortly after the IPO in October, we suc- ceeded in acquiring two renowned pension funds as customers. Working on their behalf, we acquired a wind park in Lower Saxony with an output of 18.3 MW and a photovoltaic plant in Thuringia with 3.2 MW before the end of the financial year under review. The portfolio is rounded off by two Italian photovoltaic plants, with a total output of 1.6 MW, from the CHORUS portfolio, as well as another German pho- tovoltaic plant with 3.3 MW, which is expected to be acquired shortly. As a result, the funds entrusted to us by the investors were reinvested within just four months of the commitment. Apart from portfolio expansion, our range of services includes the long-term operation of the plants. Furthermore, we managed to considerably increase the number of capital commitments from the initial investors in our spe- cial fund CHORUS Infrastructure Fund S. A. SICAV-SIF. In total, we operated 72 renewable energy plants as at the end of 2015, with a total capacity in excess of 300 MW. Fourteen of these were wind parks and 58 were solar parks. Therefore, the total annual production volume of some 400,000,000 kilo- watt hours equates to the power required to supply just under 150,000 average households, thus enabling a reduction of more than 240,000 metric tonnes of harmful CO2. Alongside the record results in terms of power generated from our solar and wind parks, our financial KPIs went from strength to strength, as well. We expect a signif- icant increase in revenue for the 2016 financial year. This is based on the complet- ed and planned acquisitions of solar and wind parks as well as the continued expan- sion of the Asset Management business line. We also expect to see a corresponding rise in terms of EBIT and EBITDA. 2 CHORUS Clean Energy AG_Annual Report 2015 To our shareholders Letter from the Management Board We want you, our shareholders, to benefit from our success. We will therefore be proposing a dividend of EUR 0.18 per share at the Annual General Meeting for the 2015 financial year. This corresponds to a dividend yield of 2.2 percent, taking the Xetra closing price as at February 29, 2016. We will press ahead with our successful growth strategy in the current financial year, thus continuing to deploy the funds from our capital increase in a profitable manner. In particular, this means continuing to expand our portfolio in the Energy Production business line, where there is a wide spectrum of attractive potential in- vestments. Moreover, we plan to considerably strengthen our Asset Management business. With this in mind, we will examine the opportunities for further co-in- vestment and offer our institutional investors a greater range of tailor-made solu- tions and professional portfolio management. The political and regulatory climate is also giving us momentum. It is our view that the climate change treaty signed in Paris in December 2015 will lend a huge boost to the transformation process in the energy sector and open up the immense poten- tial of the renewable energies market. Experts believe that investments worth some EUR 15 trillion will be required over the next 15 years. The agreement in Paris em- phasizes the fact that a momentous tipping point has been reached, with low-CO2 technologies now leading the way in terms of attractive investment opportunities. We firmly believe that CHORUS boasts an excellent market position. On the one hand, we benefit directly from regulatory developments in terms of our products and services; on the other, we are able to offer institutional investors significant added value with our innovative solutions. Therefore, we are optimistic about the future and expect our course of business to continue its positive trajectory in 2016. Last but not least, on behalf of the entire Management Board, I would like to thank our employees for their exemplary level of dedication and all their hard work. I also wish to thank our business partners and shareholders for the trust shown in us in the 2015 financial year. We would be delighted if you could continue to accompany us on our journey to a sustainable future. Neubiberg/Munich, March 2016 On behalf of the Management Board Holger Götze, Chairman of the Management Board (CEO) CHORUS Clean Energy AG_Annual Report 2015 3 THE MANAGEMENT BOARD HELMUT HORST Member of the Management Board (CFO) Responsible for: Finance, taxes, accounting, treasury, controlling and corporate social responsibility (CSR) 4 HOLGER GÖTZE HEINZ JAROTHE Chairman of the Management Board (CEO) Member of the Management Board (COO) Responsible for: Responsible for: Corporate strategy, investment, distribution Asset management, risk management, and marketing, investor relations, legal affairs administration and human resources and compliance 5 Our Highlights 2015 6 CHORUS Clean Energy AG_Annual Report 2015 Our Highlights 2015 CHORUS Clean Energy AG_Geschäftsbericht_Annual Report 2015 2015 7 7 WE SEE NO CONTRADICTION BETWEEN at high-yield sites in five European countries give us greater SECURE AND CALCULABLE RETURNS AND A independence from underlying national conditions. At the MANAGEABLE LEVEL OF RISK. same time, we are one of the largest independent owners and operators of renewable energy plants in Germany. Measured We boast a highly diversified portfolio of solar and wind en- by nominal output, half of our managed portfolio consists ergy plants, both in Germany and across Europe. When se- of solar parks and the other half of windparks. lecting new parks, we look for stable regulatory conditions in the country of investment, as planning reliability is essential When financing wind and solar parks, we strike a balance be- for us. We further reduce the risk with an intelligent combi- tween equity and debt capital, in order to ensure attractive nation of generation methods and closely observe techno- returns. In addition, all parks benefit from statutory feed-in logical developments within the industry.