gem general presentation-120207-sent

® All rights reserved Typhoon Offshore

Project Gemini

February 2012


Disclaimer

This presentation was prepared by Typhoon Offshore B.V. (hereafter “Typhoon Offshore”) exclusively for the benefit and internal use of …………………………. (the “Company”) in order to indicate, on a preliminary basis, the feasibility of a possible transaction or transactions. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Typhoon Offshore and the contents of the information contained herein are qualified in their entirety by the contents of any private placement memorandum and any definitive transaction documents in respect of any transaction.

The information contained herein is confidential and proprietary to Typhoon Offshore and, accordingly, by accepting this document, the Company agrees that it (a) will maintain the information and data contained herein in the strictest of confidence and will not disclose any of its contents to any person and (b) will not copy, reproduce, distribute or pass this document to any person at any time without the prior written consent of Typhoon Offshore.

The information in this presentation may be based upon management forecasts and reflects prevailing conditions and our views as of this date, which are accordingly subject to change. No representation or warranty is made or accepted in respect of the information contained herein.

The information contained herein does not constitute an offer to sell or a solicitation of an offer to buy an interest in Project Gemini. The information contained herein is not, and under no circumstances is to be considered a prospectus or advertisement.

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Table of contents

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1. Introduction

2. Project Structure

3. Contracting

4. Project Sponsors

® All rights reserved Typhoon Offshore4

1. Introduction


Project Gemini

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pending

Project characteristics

• Project Gemini consists of 2 X 300 MW permitted offshore wind farms in the Netherlands

• Project Gemini is located at one of the best offshore wind locations in NL with average wind speeds of 10 m/s (confirmed by a.o. Garrad Hassan)Estimated annual production for 600MW: 2,300 GWh

• Buitengaats (300MW) and ZeeEnergie (300MW) have both an approved permit (“Wbr”) and a feed-in tariff (‘SDE”) granted by the Dutch government

• The awarded SDE totals a max. subsidy of €4.4 billion guaranteed income over a period of 15 years

• Project Gemini’s revenues consists of a combination of (1) the Wholesale electricity sales under the PPA, plus (2) the Subsidy income, together resulting in an annual fixed revenue stream

• Electricity for 650,000+ Dutch households per annum which equals a reduction in emissions of 1,250,000 Ton CO₂

• Project Gemini will most likely be the only large Dutch offshore wind project for the foreseeable future

• Geophysical study by Fugro confirmed excellent soil conditions

• On shore grid connection owned by Tennet in Eemshaven close to land fall


Project Location

Project Gemini (Netherlands)

Source: Deutsche Energie Agentur (DENA), 2010


History Project Gemini

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pending

• Project Gemini was originally developed by BARD Energy Emden (BARD). BARD had applied for 3 permits to build offshore wind farms in the North East of The Netherlands, adjacent to the border with Germany.

• The location was specifically chosen for the excellent prevailing wind conditions and the synergies achievable with BARD’s other intended locations in the German Bight. The three wind farms were granted permits late 2009.

• At that stage, a total of 12 offshore wind projects, held by 6 sponsors (Eneco, Nuon, RWE, Airtricity, Bard, E-connection), had been permitted in The Netherlands

• In December 2010, the Dutch government opened the offshore wind subsidy tender (SDE), under which all permitted projects were given the opportunity to submit bids for the EUR 5.3 billion SDE subsidy budget.

• Typhoon Offshore (Typhoon) helped BARD in submitting bids for all three projects (Buitengaats, ZeeEnergie and Clearcamp), in return for an equity stakes in the projects if the bid was successful.

• In May 2010, the Dutch government announced that two projects (Buitengaats and ZeeEnergie, or Project Gemini)) were granted the full SDE (300MW each), in total EUR 4.4 billion. The remainder of the SDE budget (approx EUR 900m) is yet to be allocated.

• In the mean time, the new Dutch government has moved its renewable energy priorities away from offshore wind. As a result, it is unlikely that there will be any other significant offshore wind project in The Netherlands in the years to come. Project Gemini is therefore generally viewed as a landmark project in the Dutch renewable energy arena.


History Project Gemini (Continued)

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• From May 2010 to date, Typhoon and BARD further developed Project Gemini. One of the challenges is to combine the grid connection for the two subsidized wind farms.

• In March 2011, HVC committed itself to participate as equity partner in Project Gemini.

• In August 2011, Typhoon Offshore and HVC obtained full ownership of Project Gemini from BARD. Project Gemini is now owned by Typhoon Offshore (85%) and HVC (15%).

• Typhoon is now solely responsible for the further development, structuring and financing of Project Gemini.

• Other parties have shown strong interest to participate (equity) in Project Gemini or to provide financing (mezzanine + senior debt)


2. Project Structure


Structure Project Gemini

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GridCo

ZeeEnergieBuitengaats

Wind farms

On-shore

Off-shore ~ ~~ ~

Grid

Organisational structure Project Gemini• All assets related to the Project are held in 2 limited partnerships

organised and existing under Dutch law: ZeeEnergie and Buitengaats (the PowerCo SPCs)

• In addition to the PowerCo, a separately owned Dutch legal entity (GridCo) will own, maintain and operate the offshore transformer station(s), export cabling and all other grid related assets, except for the infield cabling. The PowerCo will pay an arm’s length transportation fee under a fixed 25-year contract to GridCo

• GridCo will be owned and financed by different parties from those of the PowerCo, due to the different (specialised) nature of the asset (and its investors)

• The figure illustrates the layout of the total park (Wind farms + Grid)


PowerCo - GridCo

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Wind Farm 1 (300 MW)

Onshore

Offshore ~ ~

Wind Farm 2 (300 MW)

~ ~TenneT

AC (OHVS)

AC DC ConverterHVDC Transformer

AC(OHVS)

HVDC export cable

GridCo

PowerCo

DC AC Inverter

Oudeschip


3. Contracting


Two Contract Strategy

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‘Two party contracting strategy’: (1) one marine contractor and (2) one turbine supplier

Each contractor will have its own responsibilities agreements with an interface on the flange

Prinses Amalia and Belwind wind farms have used a similar contracting strategy which since then is considered ‘market standard’

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•

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EPC Contractor: Van Oord• Van Oord is a leading international contractor specialized in dredging, marine

engineering and offshore projects (oil, gas and wind).

• Van Oord's Offshore Wind Projects business unit offers both EPC main contracting and construction services to the offshore wind industry

• Van Oord is dedicated to the offshore wind sector: they recently ordered a new jack up vessel specifically for this market.

• Turnover 2010: EUR 1,578 million Net profit 2010: EUR 165 million Branch offices: 25 Employees: 4,500

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Offshore reference VOMC

Belwind (Belgium)BOP EPC contractor (foundations, electrical infrastructure, marine operations)

Prinses Amalia Windpark (the Netherlands)

BOP EPC contractor (foundations, electrical infrastructure, marine operations)

DanTysk (Germany)

Infield cabling installation

Arklow Bank (UK)

Foundation and turbine installation

Scroby Sands (UK)

Foundation and in-field cable installation

Horns rev I (DK)

Foundation installation

Burbo Bank (UK)

Foundation and turbine installation


5. Project Sponsors


Typhoon Offshore Typhoon Offshore was founded in 2009 by Dirk Berkhout and Dennis Lange, who started working together in 2004 and

since then established a joint track record in relevant business areas, combining ‘green’ capital and industry leading knowhow to achieve superior returns both financially and in terms of contribution to the environment.

The founders view the renewable energy market as immature, lacking experience and execution power. Typhoon Offshore expects to create value by capitalizing on current market conditions, through its:

• Long term commitment to renewable energy sector• Strong sourcing and execution capacity• Relevant joint track record of 40+ years

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Typhoon Offshore team The team developed, financed and/or commissioned over 20 renewable energy infrastructure projects with a total

capacity in excess of 1GW and a transaction value of around EUR 2 billion The team’s complementary backgrounds and experience provide a strong platform for investment performance, mainly

due to its deep sector experience and understanding of the risks and pricing of the target assets, as well as:• Technical expertise• Project management experience• Financial control experience

• Strong transaction execution skills• M&A and financing expertise• Structuring capabilities

Sponsors: Typhoon Offshore

Main track record team Offshore Wind

Prinses Amaliawindpark (NL) offshore 120 MW

Belwind (Belgium) Offshore-first tranche 165 MW

Scira/Sheringham Shoal (UK) Offshore- full consent 315 MW


Sponsors: HVC

• HVC is owned by 53 participating municipalities in Noord Holland, Flevoland, Zuid Holland and Friesland and five water districts: Delfland, Rijnland, Rivierenland, Schieland and de Krimpenerwaard, and Hollandse Delta. HVC is engaged in sustainable waste management and green energy production on behalf of these shareholders. Those activities are carried out according to the wishes and needs of the shareholders. To that end, HVC constantly strives to achieve an optimal balance between sustainable business operations and costs.

• HVC’s mission is to contribute to a sustainable living environment by providing environmentally responsible waste management services and the production and delivery of sustainable energy on behalf of its shareholders. HVC’s ambition is to grow significantly in the production of renewable energy. Other than power production from waste, HVC is therefore active in biomass, wind, solar and geothermal power production.

HVC GroepTurnover (2010): EUR 256 million EBITDA (2010): EUR 88 million

Branch offices: 2Employees: 1000+

www.hvcenergie.nl

www.hvcgroep.com

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HCV position in offshore wind

Gemini (the Netherlands) 15% stake

Borkum West (Germany) 6.8% stake

http://www.hvcgroep.com/

http://www.hvcgroep.com/


Contact details

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Amsterdam - Head OfficeApollolaan 1501077 BG AmsterdamThe NetherlandsTel: +31 (0)20 840 8600 E-mail: [email protected]

London Office133 HoundsditchLondon EC3A 7BXUnited KingdomTel: +44 (0)203 402 6022

Seoul Office27F. Trade Tower159-1 Samsung Dong, Seoul 135-729South KoreaTel: +82 (0)2 6007 2677

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