Welcome...... to the world of Repower 112th Annual General Meeting Landquart, 12 May 2016
Agenda Welcome Summary of 2015 General remarks and formalities Items on the AGM agenda Drinks and lunch 2
Agenda Welcome Summary of 2015 General remarks and formalities Items on the AGM agenda Drinks and lunch 3
Tough market environment for energy producers Market prices, EUR/MWh* EUR/CHF exchange rate Another serious decline in electricity prices EUR/CHF exchange rate still unfavourable Result: further decline in margins and pressure on value of assets * Prices in Germany 4
Our strategic intentions up to 2025 Service Concentration Partnership Sustainability We will develop and sell a service-rich offering for our customers on the basis of our core competencies. We will continue to develop our business model within the framework of strategic partnerships, and will serve as an energy partner for our customers. We will concentrate on our core Swiss and Italian markets. We will generate 100% renewable energy. 5
Gross margin still under pressure CHF m 2015 before adjustments 2015 2014 before adjustments 2014 restated Total operating revenue 1,896 1,896 2,273 2,273 Gross margin 185 178 247 240 EBIT 12-69 39 26 Group result -46-136 -22-33 Cash flow 17 98 Equity ratio 33% 36% 6
Cost-cutting pursued systematically CHF m Organisation streamlined 8 6 2-6 -11-12 -17 Operating expense substantially reduced -23 Prudent personnel policy 2012 vs 2011 2013 vs 2012 2014 vs 2012 2015 vs 2012 Delta personnel expense Delta OPEX 8
Substantial increase in revenues from non-energy business CHF m 22.4 Stable revenues 17.2 11.8 12.6 8.6 13.0 Increase in revenues thanks to expansion of business 6.4 6.8 0.7 4.3 4.9 1.9 4.7 3.9 4.3 4.5 2012 2013 2014 2015 Significant increase in volume of services Grid access Swibi services 3rd party services 9
Exceptional items impact operating results CHF m -7-12 -62 Long-term agreements, energy-related liabilities Impairment charges for receivables Impairments 10
Production costs not covered by market 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0-2015 production 2016 market price Operation and maintenance Depreciation Charges Loss of substance Controllable costs 1/3 Increase in concession charges Costs without extraordinary depreciation 11
Successful implementation of strategy continues Concentration Sustainability Services Partnerships Exit from Germany concluded Exit from Prague concluded Looking into divesting Romania Looking into divesting Teverola Looking into divesting nuclear interests Service business in Switzerland expanded Service and product development efforts driven forward Products successfully launched on Swiss and Italian markets Sales partnerships prepared in Swiss market Service partnerships established in Italy Innovative financing model implemented for power plant project New shareholder acquired for Repartner 13
Extremely challenging conditions medium term Operating environment Market Results Clarity on next steps in energy strategy expected this year (referendum?) Still no clarity on international relations Despite reduction in WACC, stable contributions to earnings still expected from distribution grid business in Switzerland No turbulence expected in Italian market Primary energy prices unpredictable Electricity prices will remain low No significant improvement in EUR/CHF rate Realignment will gradually yield improvements Long position progressively reduced over strategy horizon 2016 operating results expected to be around 2015 levels Results will continue to depend on market prices in medium term 14
Agenda Welcome Summary of 2015 General remarks and formalities Items on the AGM agenda Drinks and lunch 16
Agenda Welcome Summary of 2015 General remarks and formalities Items on the AGM agenda Drinks and lunch 17
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 18
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 19
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 20
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 21
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 22
Appropriation of retained earnings in 2015 Motion not to distribute a dividend TCHF Result for 2015 Retained earnings carried forward Balance sheet loss Brought forward from other reserves Dividend on bearer share Dividend on participation certificate Balance carried forward -98,978 35,602-63,376 100,000 0 0 36,624 23
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 24
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 25
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 26
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 27
Election to the Board of Directors Dr Eduard Rikli Eduard Rikli Dr. sc. techn., dipl. Masch.-Ing. ETH Born 1951 Since 1 January 2010 Chairman of the Board of Directors and Board Committee of Repower AG Self-employed; exercises various mandates 28
Election to the Board of Directors Dr Manfred Thumann Manfred Thumann Dr. Ing. Born 1954 Since the 2013 AGM member of the Board of Directors, since the 2014 AGM Vice Chairman of the Board of Directors and the Board Committee of Repower AG CEO of Venga GmbH, Lengnau 29
Election to the Board of Directors Dr Martin Schmid Martin Schmid Dr. iur. HSG, lawyer Born 1969 Since the 2008 AGM member of the Board of Directors, and since the 2011 AGM member of the Board Committee of Repower AG Lawyer at the law firm Kunz Schmid Rechtsanwälte und Notare AG in Chur; exercises a number of mandates Member of the Swiss Council of States for Canton Graubünden 30
Election to the Board of Directors Dr Rudolf Huber Rudolf Huber Dr. oec. publ. Born 1955 Since the 2013 AGM member of the Board of Directors and Board Committee of Repower AG Chairman of the board of directors and presently Acting CEO of Looser Holding AG; also serves on the boards of directors or advisory boards of various other companies Owner of consulting firm Axega GmbH in Zurich 31
Election to the Board of Directors Placi Berther Placi Berther Lic. iur., lawyer Born 1959 Since the 2011 AGM member of the Board of Directors of Repower AG Independent lawyer 32
Election to the Board of Directors Claudio Lardi Claudio Lardi Lic. iur., lawyer Born 1955 Since the 2011 AGM member of the Board of Directors of Repower AG Lawyer; exercises various mandates 33
Election to the Board of Directors Rolf W. Mathis Rolf W. Mathis Dipl. Masch. Ing. ETH, Wirtsch.-Ing. STV Born 1956 Since the 2003 AGM member of the Board of Directors of Repower AG Senior manager at Axpo Power AG; holds various directorships 34
Election to the Board of Directors Gerhard Jochum Gerhard Jochum Degree in economics Born 1953 Since the 2013 AGM member of the Board of Directors of Repower AG Works for Büro Jochum in Berlin (strategic consulting to the energy industry) and holds various mandates 35
Election to the Board of Directors Vote on Item 5.1 a) Re-election of Dr Eduard Rikli b) Re-election of Dr Manfred Thumann c) Re-election of Dr Martin Schmid d) Re-election of Dr Rudolf Huber e) Re-election of Placi Berther f) Re-election of Claudio Lardi g) Re-election of Rolf W. Mathis h) Re-election of Gerhard Jochum 36
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 37
Election of auditor Ernst & Young AG Ernst & Young AG, Zurich Auditor since 2015 Alessandro Miolo, auditor-in-charge Ralf Noffke, auditing expert Re-election for a term of one year 38
Items on the AGM agenda 1. Amendment to the articles of association 1.1 Partial amendment of the articles of association 1.2 Provisions to create the standard registered share 2. 2015 annual report, financial statements and consolidated financial statements 3. Appropriation of retained earnings 4. Discharge of the members of the Board of Directors 5. Elections 5.1 Board of Directors (resignations, re-elections) 5.2 Auditor 6. Advisory vote on the compensation report for the 2015 financial year 39
Overview of 2015 compensation Members of the Board of Directors and Executive Board Board of Directors CHF Executive Board CHF 700'000 600'000 500'000 400'000 300'000 200'000 100'000 0 2014 2015 3'500'000 3'000'000 2'500'000 2'000'000 1'500'000 1'000'000 500'000 0 2014 2015 40
Agenda Welcome Summary of 2015 General remarks and formalities Items on the AGM agenda Drinks and lunch 41
Goodbye! See you at the 113th AGM in Pontresina on 17 May 2017. 42