YieldCo Overview

1. YieldCo Overview Corporate & Investment Banking Utilities, Power & Renewable Energy Group Andrew Redinger August 1, 2013

2. Introduction to YieldCo Overview • Simple structure: Holding company for long-term contracted energy assets • Stable, predictable and sustainable cash flow stream • Operating assets Attractive Characteristics for Investors • Contracted revenue stream • Investment-grade counterparties • Non-cyclical • Long-lived • Growth Major Benefits for Company • New source of low-cost capital for project development • Ability to recycle development capital through “drop-down” transactions • Highly-competitive acquisition vehicle with low cost of capital • Opportunity to monetize equity stakes in existing projects at attractive prices • Potential to enhance project returns through incentive distributions

3. YieldCo Structure Transaction & Structuring Transaction Structure • Transaction Overview • EnergyCo will contribute contracted operating assets on a tax-free basis to YieldCo in exchange for cash and stock • YieldCo will be managed by EnergyCoemployees through a management agreement and will be overseen by an independent Board of Directors • EnergyCowill have the ability to “drop down” projects in the future at attractive valuations for cash and/or stock, effectively recycling capital for new project development • EnergyCowill receive a quarterly dividend and management fee from YieldCo • EnergyCowill have the opportunity to receive incentive distributions for growing the YieldCo dividend • Structuring Considerations • Ownership Structure • C-Corp or Partnership • High Vote / Low Vote • Corporate Governance • Board of Directors • Management Agreement • Management Fee • Right of First Offer • Project Partnerships • Avoid technical terminations New Public Investors EnergyCo Assets Development Pipeline Cash Stock Stock/ Cash DevCo YieldCo ROFO / ROFR

4. Publicly-Listed YieldCo Universe Europe 2% U.S. 2% Brazil 11% Canada 17% U.S. 20% U.S. 24% Canada 42% U.S. 57% Canada 32% US 83% U.S. 58% U.S. 100% Canada 76% Canada 98% Canada 100% Canada 78% Other 6% Coal 6% Other 4% Other 8% Hydro 12% Wind 12% Wind 8% Hydro 5% Hydro 12% Other 23% Other 23% Wind 32% Wind 21% Solar 22% Natural Gas 5% Wind 35% Natural Gas 55% Natural Gas 57% Hydro 60% Natural Gas 63% Coal 37% Wind 20% Natural Gas 50% Natural Gas 62% Wind 7% Hydro 84% Wind 60% Solar 5% Solar 6% Source: SNL, Company Investor Presentations Data as of 7/19/2013 [1] Excludes steam and chilled water infrastructure assets

5. Case Study: NRG Yield, Inc. IPO Transaction Highlights Transaction Highlights • NRG Yield represents the first alternative energy YieldCo to go public in the U.S. • Initial Dividend of $1.20 (5.45% yield at offer price) • Priced at $22.00; above initial range of $19.00 - $21.00 (5.7% – 6.3% yield range) • More than 10.0x over-subscribed • Distribution Split: 85.0% institutional, 15.0% retail • Long-term, stable cash flows through diverse portfolio of young contracted assets • 16 year weighted average contract duration and average counterparty credit rating of A3 • Strong growth objective through accretive acquisitions and ROFO • NYLD expects to grow the dividend by 20% by the end of 2014 • Right Of First Offer (ROFO) agreement with NRG for specific assets • With 70% ownership, NRG is motivated to protect NYLD dividend growth through responsible management and serving as a financial backstop • NRG has experience in operations, asset development, M&A and financing • Minimal commodity risk with fuel costs being a pass-through • Tax credits / NOL’s are expected to shield NYLD from cash taxes for ~10 years • NYLD closed at $27.25 on the first day of trading, up 23.9% (4.40% yield) • Sold 19.6 million primary shares for total proceeds of $430.7 million (excluding overallotment) • Approximately 150 institutional investors participated in the road show • Bookrunners: BofA Merrill Lynch, Goldman Sachs, and Citi • Co-Managers: Barclays, KeyBanc Capital Markets, Mitsubishi UFJ, RBC Capital Markets, Credit Suisse, and Deutsche Bank Right of First Offer Assets Sources: Company Filings; Bloomberg; KBCM

6. Disclosure KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and by its licensed securities representatives. Banking products and services are offered by KeyBank N.A. A number of our corporate and institutional team members are employed by both KeyBanc Capital Markets Inc. and KeyBank N.A. These “dual employees” are licensed securities representatives of KeyBanc Capital Markets Inc., and they are there to better serve your needs, by making available both securities and banking products and services. Further, in connection with our effort to deliver a comprehensive array of banking and securities products and services to you in a seamless manner, from time to time KeyBank N.A. and KeyBanc Capital Markets Inc. will share with each other certain non-public information that you provide to us. Of course, as always, this information will not be shared or otherwise disclosed outside of the KeyCorp organization without your express permission. Please also be assured that, as with other banks and broker-dealers, KeyBank N.A. and KeyBanc Capital Markets Inc. adhere to established internal procedures to safeguard your corporate information from areas within our organization that trade in or advise clients with respect to the purchase and sale of securities. KEYBANC CAPITAL MARKETS INC. IS NOT A BANK OR TRUST COMPANY AND IT DOES NOT ACCEPT DEPOSITS. THE OBLIGATIONS OF KEYBANC CAPITAL MARKETS INC. ARE NOT OBLIGATIONS OF KEYBANK N.A. OR ANY OF ITS AFFILIATE BANKS, AND NONE OF KEYCORP’S BANKS ARE RESPONSIBLE FOR, OR GUARANTEE, THE SECURITIES OR SECURITIES-RELATED PRODUCTS OR SERVICES SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC. OR ITS EMPLOYEES. SECURITIES AND OTHER INVESTMENT PRODUCTS SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC., IF ANY, ARE NOT BANK DEPOSITS OR OBLIGATIONS AND ARE NOT INSURED BY THE FDIC.