Structured Financing For Renewable Energy Assets November 2004

2. Deloitte, Ecofys and Norton Rose Combining, Deloitte�s award winning and multi-disciplinary structured finance team focused on risk management, advising and arranging complex capital markets structures; Ecofys, a market leader specializing in technical and environmental aspects of wind energy in Europe; and Norton Rose as legal counsel with extensive international experience in legal, regulatory, and transaction expertise in energy markets and securitization; have developed an optimized financing structure for renewable energy investments. This presentation highlights the concept and proposes concrete strategies: a return increase from renewable energy assets of up to 9% IRR; balance sheet improvement by a decrease of debt; Major risk diversification from renewable energy projects.

3. Agenda

4. Life-Cycle of the Windmill

5. Risk Profile dictates Financing Terms

6. Alternatives to Project Finance Structural alternatives are heavily dependent on: corporate strategy with respect to renewable energy size of the asset base in quantified terms regional regulations operational risk profile government subsidies in the region(s) Project finance structure: Debt financing received from a bank on the basis of future cash flows. Appropriate for small projects and �non strategic� minority partnership. Private equity structure: Transaction is totally financed by private equity funds with minority ownership by the operating company. Appropriate when there is a need for a risk mitigated structure in a region with high operational risks. Securitization structure: Transaction financed by bond issuance. This structure is appropriate when there is long term renewable energy focus with asset base in regions with strong regulations (& subsidies). �A hybrid structure can be created to address unique needs.�

7. Traditionally, better terms are for older assets�

8. The �Sweet� Spot Securitization: high leverage operational control on the business highest possible returns for equity lowest possible risks off-balance sheet transaction Highest debt and lowest risk profile: higher debt at low interest rates; requires high rating; bond issuance in the market; and reliable asset class (consistent cash flows). Asset treatment: minimal sharing of equity to maximize returns; off-balance sheet transaction with immediate payout; operational control of the assets; and access to a dedicated financing facility for wind energy facilities.

9. What is securitization ?

10. Lower funding costs: access cheap funding available in the highly liquid commercial paper market or long term capital markets; not limited by sovereign or corporate rating; linked to credit rating. Off balance sheet financing: off-balance sheet financing results in more efficient use of capital; frees up additional capacity for debt, working capital and equity. Better access to funding: comprehensive risk based structuring increases the probability of larger fund raising by accessing multiple capital markets (investment grade loans, mezzanine loans, private equity). Principle Objectives

11. Cost / Benefits

12. Cost / Benefits

13. We have developed a hybrid financing structure�

14. Agenda

15. Air Energy Fund: A Hybrid Financing Strategy Goal: a consolidated financial vehicle for wind energy facilities, structured to improve returns from the existing wind energy projects in the Netherlands. conduit structure for continuous lending arrangements. The Fund will acquire new assets and issue securitized notes over time. Method: AAA rated bond issuance target from a portfolio of wind energy facilities. a balanced approach to mitigate risk profile of the project. non- profit status of the fund to pass on its higher return over to equity contributors in the structure.

16. Financing & Structural Considerations

17. Key Terms � Air Energy Fund (�Fund�)

18. Relevant Implementation Issues

19. Market Response

20. Agenda

21. Key Priorities for Companies Coherent investor relations / consumer perception: The strong ties with the Dutch government and the ownership structure within the Netherlands encourages conformance to the government�s position on wind energy. Through the Deloitte network these ties are the same in most countries. Improvement in financial profile of wind energy investments: Financial benefits from investments in wind energy facilities should be comparable to that of non-renewable projects. Consequently, the structure is most useful when: there is a material, real cash IRR improvement; and the bond rating is equivalent or better than the contributors rating.

22. Current Situation Example Current Assumptions Investment: � 1 M per MW assumed Debt / Equity Ratio: Assuming � 10 M per year is invested in wind energy facilities with 60% debt and 40% equity Interest: 5.5% assuming a AA+ rating Energy Subsidy and EIA remain available and constant over analysis period Energy Prices: �28 / MW Depreciation: 15 year straight-line

23. Comparative Analysis on Existing Facilities

24. Financial Dynamics

25. Agenda

26. Our Proposal Why we think this is worth:  better performance from wind energy assets through greater leveraging better risk management  future oriented vehicle � conduit will serve for low cost financing of all new and existing assets in future

27. Our Proposal Initial Feasibility towards a formal proposal: We would like to review Company�s Renewable Energy assets with a goal to present you with recommendations for return enhancement including: AEF Financing Structure; or other alternatives.

28. The Methodology

30. Team Credentials

31. The Team Cooperation Leverages Our Technical Credentials

32. Norton Rose - Securitization Industry Experience �Norton Rose possesses unrivalled specialist knowledge of asset finance....clients are impressed by the efficient service." (Chambers 2002) Representation for Dutch parties: ABN AMRO - Acting for ABN AMRO as arranger on a �1 billion Portuguese mortgage-backed note issuance by Magellan Mortgages No.2 plc. ING - Acting for ING Barings as arranger of the �18 million private placement of asset-backed fixed rate notes due 2031 issued by Unifinance 1 Limited and secured on two student halls of residence located in central London. KLM - Acting for KLM as originator on what is believed to be the first securitisation of six aircraft leases via an asset-backed commercial paper programme. Rabobank - Acting for Rabobank as arranger in relation to a multi-jurisdiction securitisation funded by the Erasmus asset-backed commercial paper conduit. Rabobank - Advising Rabobank International on the securitisation of a �66 million portfolio of agricultural receivables of Raffeisen Hauptgenossenschaft Nord Group, believed to be the first of its kind. The transaction was funded through the Erasmus conduit.

33. Norton Rose Expertise in Energy Markets Norton Rose is a leading legal firm with internationally recognized multi-disciplinary team with over 20 partners and 30 associates. The firm has major market presence in wind energy transactions in the Netherlands. Off-Shore Wind farms: Near Shore Wind Advice to sponsors to Shell and Nuon on the near shore wind farm off the coast of Egmond aan Zee; Q7 Advice to one of the potential sponsors on this far off-shore wind farm project in the Netherlands; On-Shore Wind farms: Kubbeweg Wind farm Advice to the financial institutions; Hartelbrug Wind farm Advice to NIB Capital Bank; Slufterdam Wind farm Advice to NIB Capital Bank; Wind park Playa Canoa Acting for the wind farm developer in Curacao in relation to a dispute with the turbine manufacturer; Wilhelmina Polder Advice to the developer including but not limited to the permit application procedure and subsidies; Wind farm Hartel III Advice to a company on specific issues.

34. Deloitte�s Structured Finance Credentials Treasury & Capital Markets Group � Netherlands Specialized unit within Deloitte Financial Advisory Services; Offers consulting in areas such as treasury cash & financial risk management, strategic capital & risk management as well as energy transaction & risk management; Securitization and capital financing - straight debt financing, hybrid equity linked funding, leveraged and cross border leasing, specialized lending and securitized structures like collateralized loan obligations and other asset backed structures; Participated in more than 40 complex markets structures. In 2003, the nominal value of the deals combined exceeds � 3 billion. Energy & Utilities Group One of the top service providers to the industry worldwide with more than 1000 dedicated consultants. Deloitte as a Firm Considered the No 1 audit firm on securitization and other capital markets topics.

35. Deloitte TCM focuses on developing securitization on new asset classes and in partnership with asset owners / entrepreneurs Dutch multinational (� 500 million): first of its kind securitization in food & leisure sector Social Housing Association (� 250 million): structuring, setup and implementation for a social housing association Scaldis (� 4 billion): established ABCP conduit structure for trade receivables Genk syndicate (� 1 billion): mandated by Genk Syndicate on a cross border lease finance transaction of sewer systems of 40 Flemish municipalities Renewable Energy securitization: leadership and substantial interest from banks, rating agencies and energy firms. The team includes multiple organizations with substantial track record in renewable energy and securitization transactions

36. Ecofys Renewable Energy Due Diligence Northern Netherlands Due diligence for a 35 MW wind farm in the north of the Netherlands West-Flanders Power performance and value of a 8,4 MW wind farm in the West-Flanders region Near Shore Wind farm Second opinion on the wind speed and energy production of this 100 MW offshore wind farm Wind Resource Slufterdam met mast Planning, building and operating 80 m met mast for PV-curve analysis Wind resource map Netherlands Producing and verifying wind map for Netherlands in close cooperation with Royal Meteorological Institute and KEMA Prediction services For Vattenfall Nl Program responsibility services are supported by providing output predictions for wind farms in the Netherlands