2017 ANNUAL REPORT

aventron 2017 ANNUAL REPORT

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2017 FIGURES

Wind turbines Number of

2017

96 2016

Solar plants Number of

2017

104 2016

Hydro plants Number of

2017

35 2016

96 91 31

Revenue in CHF million

2017

77.1 2016

EBIT in CHF million

2017

23.9 2016

Profit in CHF million

2017

8.3 2016

48.5 13.8 3.0

Balance sheet total in CHF million

2017

Equity share in % of total capital

2017

Electricity production in kWh million

2017

687 2016

577 27

2016

33 657.0

2016

452.5

Cash flow from investment activities in CHF million

2017

- 67.7 2016

Number of employees

2017

11 2016

Number of fully consolidated companies

2017

78 2016

- 53.6 10 71

FROM THE ARCTIC CIRCLE TO SICILY

INSTALLED CAPACITY (As at 31 December 2017, 100% basis consolidated without financial investments)

SWITZERLAND 2.2 MW

27.6 MW

GERMANY 52.4 MW

ITALY 1.7 MW

35.3 MW

18.0 MW

NORWAY 39.7 MW

FRANCE 44.7 MW

27.1 MW

60.3 MW

SPAIN 7.1 MW

70.0 MW

Total 386.1 MW

Hydropower plants Solar plants Wind farms 3


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ABOUT AVENTRON

aventron is a producer of electricity from renewable energy sources based in Basel-Münchenstein, Switzerland. It owns wind farms, hydropower and solar energy plants in six European countries. The company acquires majority interests in power plants that are ready for construction or already in operations, and operates these. Extensive industry experience and a network of strategic partners guarantee the project pipeline. Typical acquisition projects involve power plants with a capacity of 200 kW to 20 MW. The company is planning to develop a diversified and balanced portfolio of renewable energies with

a total installed capacity of 1000 MW (as at 31 December 2017: 386 MW; milestone of 500 MW by 2020). aventron is offering an attractive opportunity for investment in the European energy infrastructure for investors with a long-term orientation. aventron shareholders participate in the growth in enterprise value through annual dividend payments (2011: CHF 0.05 to 2017: CHF 0.23). This is largely secured by the cash flows from feed-in tariffs.

Investor relations contact Antoine Millioud, CEO Email: [email protected] Tel.: +41 61 415 40 10 www.aventron.com; www.sherpany.com/aventron

Headquarter address aventron AG, Weidenstrasse 27, CH-4142 Münchenstein, Switzerland Tel.: +41 61 415 40 10, Fax: +41 61 415 46 46 Email: [email protected]

Basic share information Type of share: Registered share with a nominal value of CHF 1 ISIN CH0023777235 Share capital (CHF): 34,105,382.00 Number of shares 34,105,382

Financial calendar 27 Mar. 2018 Publication of the 2017 annual results 17 Apr. 2018 General meeting for the 2017 financial year 30 Sep. 2018 Publication of the 1st half year results

German version prevails English translation provided for convenience

mailto:[email protected]

www.aventron.com

www.sherpany.com/aventron

mailto:[email protected]

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CONTENTS

2017 Figures 2

From the arctic circle to Sicily 3

About aventron 4

Management report

Foreword by the Chairman of the Board 6

Vision, mission, strategy 7

Review and outlook by the CEO 8

Key events in 2017 9

Business trends / production 2017 10

Financial 11

Asset management 2017 12

Sustainability 14

Shareholder base 15

Corporate governance and compensation reports

Corporate governance report 16 – 19

Compensation report 20 – 21

Auditor’s report on the compensation report 22

Financial report

Financial review 23

Consolidated annual financial statements of aventron

Consolidated income statement 24

Consolidated balance sheet 25

Cash flow statement 26

Statement of changes in equity 27

Notes to the consolidated annual financial statements – Consolidation and measurement principles 28 – 30 – To the consolidated income statement 31 – 34 – To the consolidated balance sheet 35 – 40 – Additional information 41 – 42 – Investments 43 – 45

Auditor’s report on the consolidated financial statements 46 – 51

Annual financial statements of aventron

Income statement 52

Balance sheet 53

Notes and additional information 54 – 55

Appropriation of profits 56

Auditor’s report on the annual financial statements 57 – 61


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Management report

FOREWORD BY THE CHAIRMAN OF THE BOARD

Dear shareholders,

In 2017, aventron focused on further qualitative growth. In addition to the continuous development of the operational business, the acquisition and operation of wind farms, solar energy and small hydropower plants, a new milestone was achieved – in particular, with the development of the hydropower plant portfolio in Norway and the solar energy plant portfolio in Switzerland. With a total generation capacity of more than 380 MW, aventron is now one of the leading companies in the field of renewable energies in Switzerland. Boasting a market capitalisation of around CHF 300 million (31 December 2017), aventron is the largest listed company engaged in windfarms, solar energy and small hydropower plants in our country. This dynamic development is reflected in the progressive reorganisation of the power generation mix in Europe. In 2015, the share of energy from renewable sources in the gross final consumption of energy in the European Union (EU) had grown to 16.7 percent, almost double the figure achieved in 2004 (8.5 percent), the first year for which data is available. aventron contributes to this trend and aims to develop further in this dynamic environment.

The past two years were characterised by a number of mergers: the German company Capital Stage took over Chorus, Direct Energie acquired Quadran and EDF EN Futuren, while Total invested in eren Groupe. The market is consolidating, which is no surprise. This trend will intensify in the coming years. Structures have changed and there has been some redistribution of power; for instance through a reduction in feed-in tariffs, auctions for new projects across Europe, and a drastic fall in power generation costs for solar and wind energy.

In the coming years, it will become possible to produce solar power at market prices including a return on investment, i.e. grid parity, in South Europe – provided that the electricity produced can be sold through long-term supply agreements at pre-defined prices. Electricity sales in the form of multi-year supply agreements and the sale of energy qualities will become increasingly important. aventron is already optimally positioned in this environment. Thanks to its hybrid shareholder base comprising financial investors and electricity utility companies, aventron can benefit from the competences available in the network. In the course of last year, the Board of Directors has reviewed the strategy and confirmed the existing strategic alignment (three technologies in six countries). By 2030, energy prices for the three core renewables technologies will converge. Subsidies will be dropped, and most of the European electricity market will be interconnected. This means that wind, hydro and solar power will be fed into the liberated market at the same market prices as electricity produced by other means. aventron has defined a 1000 MW target portfolio for renewable energies, which equates to a production volume of around 2200 GWh.

I am delighted to be in the position to continue writing aventron’s success story in close cooperation with the Executive Board, Board of Directors and our shareholders. I would like to thank you for your confidence and the capital you have provided.

Cédric Christmann, Chairman of the Board of Directors

Management report

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VISION, MISSION, STRATEGY

aventron AG is a European green power producer with wind farms, hydropower and solar energy plants in six European countries. A targeted and balanced growth strategy is the foundation for the company’s solid financial figures. The specified milestone of developing a power plant portfolio with an installed capacity of at least 500 MW and a production capacity of more than 1,000 GWh must be achieved before 2020. Economies of scale enable aventron to take advantage of synergy potentials in asset management and plant operation.

aventron engages in focused geographical and technological diversification of its plant portfolio under a risk-limiting investment approach. This involves diversifying and stabilising both revenue and profitability. In accordance with our corporate strategy, electricity production from wind power should account for a maximum of 50 percent of revenue, while solar power and hydropower should contribute around 25 percent each. At the end of the reporting period, our portfolio comprised 201 MW wind power, 97 MW solar power and 88 MW hydropower. With its portfolio development activities, aventron will continue to focus on the Swiss, French, German, Italian, Spanish and Norwegian markets in the coming years. It is our express objective to generate no more than 40 percent of the revenue in any individual country, while still achieving the necessary critical size overall. We aim to generate around 10 percent of the revenue in Switzerland.

In the long term, aventron seeks to maintain its strong position as the third-largest green power producer (solar, wind and small hydropower) in Switzerland, while also joining the ranks of the leading independent green power producers on a European level. Here, aventron is aiming for a portfolio of around 1000 MW with a production potential of around 2200 GWh p.a.

In principle, aventron is pursuing leverage of around two thirds on project level, raised in the local currency for each project. Financing is typically structured such that it is fully amortised over two-thirds of the operating life.

INSTALLED CAPACITY (fully consolidated, without financial assets) MW (in the scope of consolidation)

500

Wind Solar

Hydro

386

351

181

122

73

34 38


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Management report

REVIEW AND OUTLOOK BY THE CEO

Dear shareholders,

In the year under review, our installed capacity grew by a further 10 percent. At the same time, 2017 was a year for stabilisation and consolidation. We have adapted the organisation, corporate structure and processes to the new circumstances.

The aventron team has now grown to 14 members, three of whom joined in 2018. Five aventron employees work in France under our subsidiary Birseck Hydro SAS, where they are responsible for the technical operational management and project management for the small hydropower segment in France.

Where possible, the group structure with more than 80 individual companies was simplified by means of mergers and the acquisition of minority interests. This allowed us to eliminate five companies, resulting in cost savings.

We paid special attention to health, safety and environmental matters (HSE). We have introduced the necessary measures and procedures to implement the respective requirements in each country and jurisdiction we operate in.

Finally, we are intently working on the introduction of digital asset management tools. For instance, most of our photovoltaic plants and small hydropower plants have been equipped with a cloud-based and extremely secure communication infrastructure that allows us direct access to the operational data in real time. We continue to deepen our understanding and refine our strategy in the area of digital asset management.

In parallel to these consolidation activities, aventron expanded its portfolio by another 35 MW, increasing the installed capacity to 386 MW. Construction projects in the small hydropower segment in Norway deserve special mention – above all, the 7.5 MW Steindal project where construction commenced in the autumn.

Thanks to the intensive development work in Norway, our portfolio will boast 46 MW in operation as early as the end of 2018.

The acquisition of the photovoltaic plant Soleol Green Energy AG in Onnens – the largest solar energy plant in Switzerland with 8.3 MW – in December rounds off a successful year of acquisitions.

Operational optimisations, acquisitions and good earnings from our solar plants boosted profits to CHF 8.3 million, the best result in the history of aventron, despite a record dry year and below average wind. Earnings per share (EPS) stand at centimes 24.5, 106 percent higher than in the previous year.

We are on track to achieving the 500 MW goal early while ensuring stronger and stable profitability. We would like the aventron shareholders to participate in this success by proposing a higher dividend to the General Meeting.

Antoine Millioud, CEO

Management report

KEY EVENTS IN 2017

The 2017 acquisition activities were intensive and successful: With the acquisition of the operational solar plants Sulmona Energy S.r.l., Solar One S.r.l. and Energia S.r.l. (13.4 MW), the portfolio in Italy achieved optimal expansion already in the first half of the year. In June, we purchased the hydropower plant Syversaetre Foss Kraftverk AS (2.5 MW) in Norway. In the second half of the year, aventron AG also acquired the largest solar plant in Switzerland, in Onnens, with a capacity of 8.3 MW at Lake Neuchâtel: 35,000 solar panels are mounted on a roof area equivalent to seven football pitches. This now makes aventron one of the largest solar power producers in Switzerland with a portfolio of around 28 MW.

Moreover, the Kupe and Boge construction projects (5.8 MW in total) in the hydro segment in Norway, as well as the wind farm near Fontenai-sur-Orne in France (10 MW) were commissioned as planned and without any surprises. Further construction project involving 11.6 MW in Norway were started, parts of which will be put into operation in March 2018 and the remainder in the autumn of 2018.

aventron also seizes digital opportunities: Throughout the year, the roll-out of an asset management system was conducted across all aventron plants. This system will facilitate central monitoring of all plants from Münchenstein while driving the optimisation of operations in all plants. In the French hydro segment, human resources were increased accordingly. From 2018, the aventron team counts 14 members. For the first time, all local partners from the six countries were brought together in Münchenstein for a workshop.

aventron took advantage of the ideal environment for debt financing: The volume of credit facilities was increased and made more flexible in terms of both draw-down and terms. The increase in size in Norway also allowed aventron to pool the different financing activities at country level with one financing institution, and to realise portfolio financing for the first time. This resulted in noticeable efficiency and effectiveness gains.

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Management report

BUSINESS TRENDS / PRODUCTION 2017

While 2016 saw above-average rainfall, the 2017 financial year was very much characterised by great drought and a record-low precipitation across continental Europe. On the flip side, the production conditions for solar energy were far above the statistical projections. Together with average wind levels and the investments made, these factors were decisive for aventron’s overall results.

Significant differences in wind volumes in the four wind countries also confirm the diversification strategy within one energy source. In total, wind levels in Europe resulted in a total wind power production of 390.2 GWh, which is slightly below expectations. Slightly higher market prices, especially in Spain, partially offset this effect.

In terms of hydrological conditions, especially the first half of the year saw unusually low precipitation. Consequently, the hydropower plants produced 159.7 GWh, significantly less than the previous year's figure of 172.3 GWh.

Meanwhile, the solar energy plants contributed a total of 107.1 GWh to the production statistics, recording a significant increase to the 70.1 GWh of the previous year. This is also due to exceptional sun irradiation. Finally the successful acquisition in the solar segment contributed to the overall result.

The diversification across six countries with the three energy sources of wind, water and sun is having a positive impact and stabilises the results.

TOTAL PRODUCTION (fully consolidated, without financial assets)

GWh 70 700 GWh monthly cumulative

60 600

50 500

40 400

30 300

20 200

10 100

0 0

Wind Solar

Hydro

cumulative aventron

Switzerland France Germany Italy Norway Spain aventron Hydro 3.3 GWh 94.9 GWh 0.9 GWh 60.6 GWh 159.7 GWh Wind 115.0 GWh 109.0 GWh 39.1 GWh 127.1 GWh 390.2 GWh Solar 22.6 GWh 32.2 GWh 42.0 GWh 10.3 GWh 107.1 GWh Total 25.9 GWh 242.1 GWh 109.0 GWh 82.0 GWh 60.6 GWh 137.5 GWh 657.0 GWh

Jan Feb Mar Apr Mai Jun Jul Aug Sep Oct Nov Dec

Management report

FINANCIAL

For the first time in six years, the financial results of the aventron Group are not diluted by new shares issued, as there was no capital increase in 2017. This makes the key operating figures and the balance sheet particularly conclusive.

As at the year-end, the balance sheet total increased to CHF 687 million (from CHF 577 million in the previous year), since additional projects from acquisitions were realised. The equity ratio stands at 27 percent (previous year: 33 percent), as some of the growth was also financed by raising debt capital. Thanks to the low interest rate levels, the conditions were attractive: As a result, the average interest rates on the total debt fell to 2.61 percent (previous year: 2.84 percent).

Revenue increased to CHF 77.1 million, representing a 59 percent improvement as compared to the previous year. This is primarily attributable to the development of our portfolio. The 71 percent EBITDA increase to CHF 55 million was above average, and EBIT grew by 74 percent to CHF 24 million as compared to the previous year. Thus, operational profitability was significantly enhanced. Birseck Solar AG, a 51 percent subsidiary of aventron AG, recognised an impairment of CHF 1.8 million, because the

scheme feed-in tariff is discontinued or reduced in part with the latest Swiss Federal Ordinance.

As is typical in the business, results were primarily determined by general meteorological conditions. The 2017 production year was characterised by low precipitation on the one hand and above-average sun irradiation on the other hand. These two opposing production conditions offset each other, and aventron was even able to benefit from this situation thanks to the market conditions.

The net profit increased to CHF 8.3 million, which represents an increase of 181 percent (previous year: CHF 3.0 million after minority interests). Earnings per share of 24.5 centimes per share increased significantly as a result.

These results confirm our diversified investment approach across three technologies in six countries, which is focused on carefully selected projects and minimises time differences between the time of investment and incoming returns on investment, thereby enhancing the stability of the results in technical as well as financial terms.

DEVELOPMENT OF KEY FIGURES

Revenue/ EBITDA kCHF

80 000 70 000 60 000 50 000 40 000 30 000 20 000 10 000

0

800

700

600

500

400

300

200

100

0

Balance sheet total CHF million

Net revenue

EBITDA

Balance sheet total

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Management report

ASSET MANAGEMENT 2017

aventron maintains its approx. 160 plants with a team of asset managers who are in close contact with more than 30 external technical and commercial operation managers in the six countries. In each country, aventron is supported by selected commercial, legal and tax advisors. This network of trusted partners ensures the daily operation of the plants, as well as the financial performance of the portfolio.

In the small hydropower segment in France, aventron goes a step further: With its local in-house team of operations managers and engineers, it is responsible for ongoing major maintenance projects and operations.

aventron implements a digital asset management system. Each plant is equipped with an extremely secure communication system which transmits all operational data to aventron’s own cloud. This data can be analysed and visualised with specialised analysis software.

NATIONAL ORGANISATIONS AND KEY SUBSIDIARIES

AS AT 31/12/2017

SWITZERLAND FRANCE GERMANY ITALY NORWAY SPAIN

Birseck

Hydro AG

Birseck

Hydro SAS

aventron Deutschland

GmbH

aventron Italia Srl

aventron

Norway AS

Parque Eólico Bandelera S.L.

Birseck Solar AG

Birseck

Solaire SAS

Parque Eólico

Rodera Alta S.L.

leading swiss

renewables AG

Birseck Eole SAS

aventron AG

The triathlete Andrej Vistica

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Management report

SUSTAINABILITY

aventron is committed to environmental and social sustainability. Environmental sustainability is anchored in the business purpose itself: aventron is a green power producer, and therefore part of the solution for a decarbonised and sustainable energy future. By financing and realising project ready for construction, aventron directly contributes to the development of renewable energy generation in Europe.

Moreover, aventron is actively involved on various fronts of the energy revolution:

- aventron adopted a clear position in the discussion

surrounding the vote on Switzerlands 2050 energy strategy, and represented its stance primarily through AEE SUISSE.

- Senior aventron employees attended conferences and participated in forums, providing important support for renewable energy policy.

aventron’s small hydropower plants in Switzerland and Norway are certified by naturemade. The fund of naturemade star certified power plants has financed various projects for ecological upgrading in recent years:

- Renaturation of the Vögelhölzli bird sanctuary in

Münchenstein - Chastelmatte pond in Grellingen - Dredging of the Ziegelschürebächli stream in Laufen

Social and societal sustainability begins in our own working environment, radiating through business relationships and the wider circle of stakeholders surrounding the numerous aventron plants. aventron engages with the local stakeholders of its decentralised power plants, and takes their concerns seriously. These examples illustrate this:

- In consultation with the local community, aventron

financed a TV signal amplifier near a wind farm in France to improve the resident’s signal quality.

- With its construction projects in the small hydropower segment in Norway, aventron maintains close contact with the local landowners and residents, and actively incorporates their concerns in its planning.

aventron places great importance on monitoring health, safety and environmental issues. aventron respects the applicable requirements in each country, and actively implements measures to optimise health and safety at work.

aventron is strongly committed to being a fair and reliable employer and business partner.

Investment Advisor Quadia assesses aventron’s performance and position in the area of sustainability, and describes them in its Impact Assessment Report, available at www.quadia.ch.

www.quadia.ch

Management report

SHAREHOLDER BASE

aventron was founded in November 2005 by EBM (Elektra Birseck cooperative) under the company name Kleinkraftwerk Birseck AG.

With Energie Wasser Bern (ewb) and the City of Winterthur (represented by Stadtwerk Winterthur), two further renowned Swiss energy suppliers invested in aventron in 2010 and 2013. The objective of the strategic investors is to complement their portfolio with decentralised electricity production from renewable energy sources, while benefitting from the lowest generation costs possible. Between them, the three energy suppliers hold a stake of around 70 percent in aventron.

Reliable financial and private investors looking for active participation in this part of the energy infrastructure boasting continuous growth, increasing enterprise value and stable dividends, support the energy supplying shareholders.

In 2016, renowned institutional investors (pension funds and infrastructure funds) have invested in aventron, which significantly increased the stake of financial investors. This is a vote of confidence for the existing shareholders, as well as the aventron business model. It is also an incentive to continue operating successfully.

We would like to thank our shareholders for their confidence – especially our new investors, but also the initial partners who have remained loyal to aventron since its formation in 2005.

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CORPORATE GOVERNANCE REPORT

aventron is committed to professional and transparent company management, and strives for a balance between leadership and control. It places great importance on the accepted recommendations for corporate supervision, and therefore corporate governance. It follows the stipulations of the Swiss Code of Best Practice for Corporate Governance. The following explanations follow the corporate governance recommendations of the Berne Stock Exchange Association, which operates the BX Berne eXchange.

GENERAL PRINCIPLES As decision makers, the Board of Directors and the Executive Board strive to meet the expectations of all interest groups (shareholders, employees, customers and business partners), and to find the right balance between them. To this end, aventron’s corporate governance system and business activities are geared towards an accepted form of corporate management, sustainable value creation, innovation and a transparent information policy.

ARTICLES OF ASSOCIATION AND CAPITAL STRUCTURE At the Ordinary Annual General Meeting on 25 April 2017, the articles of association were specified in further details with regards to the resolutions adopted by the Board of Directors by circular vote, as well as the compensation of the Board of Directors and the Executive Board.

The share capital is CHF 34,105,382, fully paid-up and divided into 34,105,382 registered shares at a nominal value of CHF 1. There are no voting right restrictions for these shares. There is no conditional or authorised share capital. The shares of aventron are listed at the BX Berne eXchange under ISIN CH0023777235 (AVEN AVENTRON AG; formerly KKBN Kleinkraftwerk Birseck AG). As at 31 December 2017, market capitalisation stood at CHF 303.538 million (34.105 million shares at a closing rate of CHF 8.90).

GROUP STRUCTURE AND SHAREHOLDER BASE The group structure as at 31 December 2017 is illustrated on page 12 of the annual report. aventron hold the following major equity interests in the following countries: In Switzerland, 100 percent in Birseck Hydro AG, 51 percent in Birseck Solar AG (both in Münchenstein) and 65 percent in leading swiss renewables AG. The latter two hold numerous equity interests. In Germany, 100 percent in aventron Germany GmbH, which, in turn, holds equity interests in various wind farm companies. In France, 100 percent in Birseck Solaire SAS, Birseck Eole SAS and Birseck Hydro SAS (all in Saint-Louis), where all three companies also hold equity interests in several companies. In Italy, 100 percent in aventron Italia Srl, which holds several equity interests. In Norway, 100 percent in aventron Norway AS, which also holds various equity interests. All equity interests are shown in detail in the Schedule of Interests from page 43.

As at 31 December 2017, major shareholders in aventron AG with a share of more than 3 percent were: EBM Greenpower AG (46.22 percent; previous year: 46.22 percent), ewb Natur Energie AG (15.14 percent; previous year: 15.14 percent), Stadtwerk Winterthur (9.96 percent; previous year: 9.96 percent), UBS Clean Energy Infrastructure (8.14 percent; previous year: 0 percent), Reichmuth Infrastruktur Schweiz (4.9 percent; previous year: 4.9 percent). All relevant equity interests have been disclosed in accordance with the statutory provisions.

EBM Greenpower AG, ewb Natur Energie AG and Stadtwerk Winterthur are bound by a shareholders agreement. aventron has a cross-shareholding with UNITe SA (21.77 percent share held by Birseck Hydro SAS) which holds less than 3 percent share in aventron. The company may refuse to recognise an investor as a shareholder with voting rights if the formal buyer of the shares fails to confirm that it is the beneficial owner of the shares by expressly declaring that it has acquired the shares in its own names and for its own account. Pursuant to Art. 135 and 163 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA) of 19 June 2015 (previously pursuant to Art. 32 and 52 of the Federal Act on Stock Exchanges and Security Trading, BEHG, from 24 March 1995), buyers of shares in the company are exempt from the duty to make a public offer. General Meetings are convened by the Board of Directors (if necessary, by the auditors) with a minimum notice period of 20 days. Shareholders are invited through publication in the Swiss Official Gazette of Commerce. Representation by another shareholder is permissible with a written proxy. Legal representatives require no proxy.

BOARD OF DIRECTORS The Board of Directors is responsible for the ultimate direction and strategic orientation of the aventron Group, and the supervision of the Executive Board. The Board of Directors can pass resolutions on all matters not allocated to another body. In accordance with the articles of association, it comprises a minimum of three members. The Board of Directors is typically elected at the Ordinary Annual General Meeting for a term of one year (until the conclusion of the next Ordinary Annual General Meeting). Re-election is permissible; there is no restriction of office terms.

COMPOSITION OF THE BOARD OF DIRECTORS

Cédric Christmann, born in 1967, from France, is Managing Director for Energy & Renewables at EBM (Elektra Birseck cooperative) and manages the Group’s

holdings in this segment. He is Chairman of the Board of aventron AG, and a board member at Direct Energy, the third largest electricity supplier in France. Cédric Christmann served as EBM’s Chief Financial Officer from 2005. Prior to that, he served as country manager for a leading provider of process accessories, technical systems and process solutions for the chemical and pharmaceutical industry in multiple countries, including in Japan for 13 years. He has a Master’s degree from IECS and an MBA from IMD.

Martin Schaub, born in 1966, from Switzerland, acts as Vice Chairman of the Board of Directors of aventron AG since 2017. He manages energy trading and energy management

for Energie Wasser Bern (ewb). Energy man-agement includes the strategic positioning of all domestic and foreign production plants owned by ewb, as well as its holdings. Before taking up this position, Martin Schaub had been responsible for key account management at ewb since 2004. Prior to that, he held various management positions in marketing and sales in the telecommunications sector. He is a qualified telecommunications engineer, and holds a Swiss Federal Certificate in Marketing Planning.

Michael Stalder, born in 1977, from Switzerland, was appointed Chairman of the Board of Directors of aventron at the 2017 General Meeting, and is also a Member of the

Audit Committee. He is the Deputy Director of the public utility Stadtwerk Winterthur, where he is responsible for corporate development. He previously held a business development position with Axpo Holding AG. As a long-term employee of the Swiss Federal Finance Administration, he also contributes extensive experience in administration and politics. He studied Economics at the University of Basel, and holds advanced postgraduate certificates (CAS) in Public Affairs Management and as Certified Strategic Professional.

George Coelho, born in 1952, from the UK, has been a Member of the aventron Board of Directors since 2012. He is a Member of the Audit Committee and the Administrative

Committee. He currently manages the clean energy venture capital portfolio of Good Energies. Before joining Good Energies in 2008, he co-founded the European venture fund Balderton Capital and held various positions at Intel, most recently as Vice-President of Intel International. He holds a B.Sc. from an American University, as well as an MBA from George Washington Uni-versity. He is a Lifetime Fellow of the Royal Society for the Encouragement of Arts, Manufactures and Commerce (RSA).

Werner Ulmer, born in 1967, from Switzerland, is a Member of the Board of Directors of aventron AG and Chairman of the Audit Committee and the Compensation

Committee. For the past 20 years, he has successfully managed Raiffeisenbank Allschwil-Schönenbuch, an independent cooperative bank with 25 employees, as Chairman of its Executive Board. Prior to this, he conducted audits for the Raiffeisen Group in accordance with Swiss banking law on behalf of EBK (now FINMA). He holds a Swiss Federal Diploma as banking expert, and completed management training as an Executive Master of Banking.

Beat Huber, born in 1973, from Switzerland, has served as Member of the Board of aventron since the 2016 General Meeting. He is founder and partner of the

consultancy firm EVU Partners, and a partner in the asset management company Fontavis. At Fontavis, he is responsible for the asset management of all holding companies. In addition to his directorship at aventron, Beat Huber is a member of various other boards of directors of Swiss electricity production and supply companies. Prior to this, he served in line management roles in the energy sector for several years, including five years as CFO of Industrielle Werke Basel. He studied Economics at the University of Basel.

Dominik Baier, born in 1971, from Switzerland, has served as Secretary to the aventron AG Board of Directors since its establishment in 2005, and was also a Member of the Board until 2013.

He joined the Executive Board of EBM (Elektra Birseck cooperative) in 2000, where he heads the Corporate Services Division (Corporate Communications, Human Resources, Legal, IT, Corporate Development). He is an attorney, holds a CAS in Finance and Accounting, and is also Secretary to the Board of Directors of EBM and other holding companies in the EBM Group. He holds several other directorships, and is Managing Director of the EBM Pension Fund.

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Until the General Meeting of 25 April 2017, the Board of Directors also included the following members: - Fabian Baerlocher, from Switzerland, on the aventron Board of Directors from 2016 to 2017. Head of Total Energy Services at Energie Wasser Bern (ewb); ETHZ graduate in Environmental Engineering; MBA from Edinburgh Business School.

The Board of Directors can create ad-hoc or standing committees. It has set up the Audit Committee and a Compensation Committee as standing committees. The Audit Committee is tasked with supporting the Board of Directors in the performance of its supervisory duties; in particular with regards to monitoring and assessing the activities and independence of the external auditors, the internal control system, accounting and risk management. The Compensation Committee supports the Board of Directors in its tasks related to compensation; in particular, defining and reviewing the compensation policy and compensation guidelines, as well as preparing agenda items relating to compensation issues to be discussed at the General Meeting. Details of the rights and obligations of the Members of the Board of Directors and the committees are defined in law, the articles of association and the organisational and business regulations. Resolutions are passed unanimously by the Board of Directors based on written applications, stating reasons. All Members of the Board of Directors represent the company as joint signatories and are non-executive. Members of the Board of Directors may carry out no more than three additional activities as part of the senior management and administration bodies of companies listed on the stock exchange. In the year under review, the Board of Directors convened seven meetings and one strategy workshop. By special invitation, the CEO, COO and CFO participate in Board of Directors meetings in an advisory capacity and with a right to make motions, and execute Board mandates. They provide the Board with a written quarterly report on current business trends, and inform it periodically and in a timely manner of any significant business events. Extraordinary events are reported immediately.

AUDITOR The General Meeting confirmed PricewaterhouseCoopers (PwC) AG, Basel, as auditors of aventron for another year. In 2017, aventron paid PwC CHF 165,192 for the audit of the annual financial statements of the major group companies (2016 financial year).

INTERNAL CONTROL SYSTEM (ICS) aventron is required to maintain an internal control system (ICS). The independent auditors verify compliance with this legal requirement. While the ICS is primarily geared towards financial risks, a risk management system for strategic, operational and compliance risks was set up some time ago.

INDEPENDENT PROXY At the 2017 Ordinary Annual General Meeting, burckhardt AG, Basel, was elected independent proxy until the close of the 2018 Ordinary Annual General Meeting. Proxies and instruction to the independent proxy can also be issued in electronic form. aventron can be contacted online via the shareholder platform “Sherpany”. (www.sherpany.com/aventron) for this purpose.

INFORMATION ABOUT RISK ASSESSMENTS aventron has implemented a risk management programme. Based on a periodic risk identification process, aventron’s key risks are assessed for the probability of occurrence and impact. Relevant measures are employed to avoid, minimise or transfer these risks. Risks borne by the company are monitored. The last risk assessment in accordance with the explanations above was carried out by the Board of Directors of aventron in December 2017. Based on this risk assessment, no special provisions and value adjustments are required in these annual financial statements.

INFORMATION POLICY aventron communicates in due time, truthfully and objectively, ensuring awareness and acknowledgement. All shareholders are sent the annual report together with the invitation for the General Meeting. In addition, half-year reports are available for download from the website. Key information is disclosed to the public with press releases. The latest publications and in-formation are available online at www.aventron.com. aventron can also be contacted on Facebook www.facebook.com/aventronpower, Twitter https://twitter.com/aventronPower; @aventronPower and Sherpany www.sherpany.com/aventron. aventron is subject to ad-hoc disclosures by BX Berne eXchange, and informs the market about price-sensitive facts unknown to the public that occur in connection with its business activities in accordance with the applicable regulations.


www.aventron.com

www.facebook.com/aventronpower

https://twitter.com/aventronPower; @aventronPower


EXECUTIVE BOARD

The executive management of aventron was delegated to the CEO under the organisational and business regulations. The CEO manages the ongoing business and represents aventron internally and externally in accordance with the law, articles of association, regulations, mission statement and instructions of the Board of Directors. He further prepares all transactions to be examined by the Board of Directors. For expenditures and investments, this takes the form of credit requests. The CEO defines the mandates to the companies of the aventron Group aligned with the strategy and objectives of aventron. The CEO manages the company’s internal organisation and defines the tasks, competences and responsibilities of all employees.

The CEO, COO and CFO together form the Executive Board of aventron:

Antoine Millioud, born in 1969, from Switzerland, has 15 years of transaction experience with infrastructure investments. Prior to becoming CEO of aventron in 2013,

he served as Head of Corporate Investment Management at IWB. In this role, he was responsible for the acquisition of more than 200 MW in solar and wind projects, and for monitoring IWB holdings in the Swiss large-scale hydropower sector. He worked in international private equity transactions in the energy and real estate sector at Family Office Transfield Holdings in Australia for several years. Positions as a management consultant at AT Kearney in Sydney and as a project manager at Alstom Power (now GE) in Baden, Switzerland, round off his experience. Antoine Millioud holds a degree in mechanical engineering (Dipl. Masch.-Ing. ETH) and an MBA from INSEAD.

Eric Wagner, born in 1966, from France, COO. Eric Wagner started his career as an engineer at EDF and GDF (now ENGIE) in France and Germany in 1990. In order to explore other business areas, he

then worked as a project manager for a consulting firm in Paris. He returned to the energy sector in 2006 to assist with EBM’s development in France. There, he was responsible for developing the electricity supply partnership between EBM and Direct Energie, including the management of EBM’s network activities in Alsace. In 2010, Eric laid the first cornerstone outside of Switzerland for what would later become aventron, and developed a portfolio of wind, solar and hydropower plants in France. In 2014, Eric Wagner was appointed COO of aventron. Eric holds a degree from the School of Physics from Grenoble Institute of Technology.

Bernhard Furrer, born in 1971, from Switzerland, CFO, in office since 2016. After completing his degree in economics (lic. rer. pol.) at the University of Basel, Bernhard Furrer served as analyst in asset

allocation and bonds research at Bank Sarasin from 1997 to 2000. He worked at F. Hoffmann-La Roche from 2001, first as a controller and later as Head Group Treasury Middle and Back Office. In late 2006, he switched to EBM as Group Treasurer (until September 2013). From 2010, he simultaneously held the position of Managing Director at EBM Greenpower AG, which successfully expanded the EBM portfolio in the wind segment to 160 MW. Bernhard Furrer is also a certified accounting and controlling expert, and a graduate of AZEK/CEFA.

19


20


COMPENSATION REPORT

This compensation report contains the information required in accordance with Paragraph 7 of the Ordinance Against Excessive Compensation at Listed Companies (VegüV), which replaces the information in the notes to the consolidated annual financial statements pursuant to Article 663bbis of the Swiss Code of Obligations (OR).

COMPENSATION PRINCIPLES Compensation for the members of the Board of Directors and the Executive Board is reviewed annually by the Compensation Committee. In its review of compensation for the Board of Directors, the Committee also considers compensation models from other companies that are comparable in terms of size and/or business model. In its review of compensation for the Executive Board, the Committee takes the relevant board member’s professional experience and scope of responsibilities into account. In 2016 the system of compensation for the Board of Directors and the Executive Board was analysed by Klingler Consultants AG, and adjusted on the basis of the findings with effect from 2017. At the same time, the system was simplified. According to the Klinger Consultants study, compensation is now in line with the relevant part of the reference market. The members of the Board of Directors receive fixed compensation for their activities, which is independent from the company’s financial performance (if applicable, plus social insurance costs), and they are also entitled to reimbursement of their expenditures. There is no participation plan for the members of the Board of Directors. Members of the Executive Board receive fixed remuneration (including any

benefits in kind), fixed expense allowance, and additional performance-related compensation, which is capped at 50 percent of the fixed remuneration. The performance-based remuneration can be granted as share options in full or in part. These options can only be exercised after a vesting period of at least two years from their time of issue.

The targets required to qualify for performance-based compensation are set annually for each member of the Executive Board depending on their position, responsibilities, and tasks, and the market conditions during the performance period defined by the Compensation Committee. If objective grounds such as unforeseeable events exist, targets can be amended or adjusted throughout the year. Expenses not covered by the fixed expense allowance in accordance with the company’s expenses regulations are reimbursed against submission of the relevant supporting documents. Such additional payments for actual expenses incurred need not be approved by the General Meeting. No additional compensation is paid for activities in other companies directly or indirectly controlled by the company. The company must not grant the members of the Board of Directors or the Executive Board any loans, credits or pension benefits outside of an occupational pension or benefits specified in Clause 44 of the articles of association, nor provide any collateral. No compensation, loans or credits were paid or granted to related parties.

COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS In the 2017 financial year, the members of the Board of Directors were compensated in accordance with the following audited table:

Fixed

compensation CHF

Social

insurance CHF

Total CHF

Cédric Christmann Chairman 33,000 1,868 34,868

Martin Schaub Vice Chairman (from 2017 AGM) 8,800 498 9,298

Fabian Baerlocher Vice Chairman (until 2017 AGM) 4,400 249 4,649

George Coelho Audit Committee and Compensation Committee Member 17,600 498 18,098

Beat Huber Member 13,200 0 13,200

Michael Stalder Audit Committee and Compensation Committee Member (from 2017 AGM) 17,600 996 18,596

Werner Ulmer Chairman of the Audit Committee and Compensation Committee 22,000 1,245 23,245

Total 116,600 5,354 121,954

21

In the 2016 financial year, the members of the Board of Directors were compensated as follows:

Fixed compensation

CHF

Attendance fee CHF

Social insurance CHF

Total CHF

Cédric Christmann Chairman 6,000 6,500 766

13,266

Fabian Baerlocher Vice Chairman (since 2016 AGM) 6,000 5,000 685

11,685

George Coelho Member of the Audit Committee and Compensation Committee

6,000 7,000 809

13,809

Dr. Patrik Frei Member (until 2016 AGM) 3,000 2,500 342

5,842

Willy Gehrer Member of the Audit Committee and Compensation Committee (until 2016 AGM)

3,000 3,500 0

6,500

Beat Huber Member (since 2016 AGM) 3,000 1,500 0

4,500

Erich Peter Member (until 27/09/16) 4,500 3,000 467

7,967

Werner Ulmer Chairman of the Audit Committee and Compensation Committee

6,000 8,500 903

15,403

Total 37,500 37,500 3,972

78,972

With the exception of contributions to state social insurance schemes, no contributions are generally paid to pension funds or other provident institutions for the Members of the Board of Directors.

COMPENSATION OF MEMBERS OF THE EXECUTIVE BOARD In the 2017 financial year, the members of the Executive Board were compensated in accordance with the following audited table:

Performance-

related Employer contribution

to social

Fixed expense CHF

Total compensation

Gross remunerationCHF

comp. / cash CHF*

insurance CHF

CHF

Total compensation 625,079 122,583 100,890 18,000

866,552

Highest individual compensation to CEO Antoine Millioud

255,008 50,009 41,590 6,000

352,607

* Performance-related compensation accrued in 2017 to be paid out in 2018.

Based on the options plan introduced in 2015, the members of the Executive Board were allocated 62,064 options with a value of CHF 51,575 in 2017. CEO Antoine Millioud received the highest quantity thereof with 29,445 options. The reported value of the options corresponds to their fair value on the day of issue. The vesting period for these options is five years from the date of issue. The members of the Executive Board are provided with a company car which may be used privately.

In the 2016 financial year, the members of the Executive Board were compensated as follows:

Gross remuneration

Performance-related comp.

Performance-related comp.

Employer contributionsto social Fixed expense

Totalcompensation

Cash Options insuranceCHF CHF* CHF* CHF CHF CHF

Total compensation 610,571 57,304 51,575 95,980 18,000

833,430

Highest individual compensation to CEO Antoine Millioud

240,500 27,187 24,469 38,285 6,000

336,441

* Performance-related compensation actually paid out for 2016 and reported in 2017.


Management report

AUDITOR’S REPORT ON THE COMPENSATION REPORT

22

23

Financial report

FINANCIAL REVIEW

INCOME STATEMENT In 2017, aventron generated net revenue of CHF 77.1 million in 2017 (previous year: CHF 48.5 million). This revenue growth of 59 percent is primarily attributable to acquisitions in the solar segment, as well as the commissioning of wind and hydropower plants from construction projects. The above-average sun irradiation partly offset the record low precipitation in the first half of the year. The segment report on page 31 shows the distribution of revenue across the three segments of the aventron Group: CHF 7.8 million, or 10 percent, were generated in the hydropower segment, CHF 43.1 million or 56 percent in the wind segment, and CHF 25.8 million, or 33 percent, in the solar segment. The diversification effects across the three technologies have proven successful.

With CHF 24.2 million, the operating expenses are CHF 6.8 million, or 39 percent, higher in 2017 than in the previous year. The higher expenditure is attributable to newly commissioned or acquired power plants on the one hand, and an increase in human resources in line with the organisational development of aventron on the other hand. This is reflected in the CHF 0.4 million increase of personnel expenses; at the end of 2017, aventron had 11 employees. The CHF 12.6 million increase in depreciation and amortisation to CHF 30.9 million is attributable to the investments made in the reporting year and the previous year. In addition, Birseck Solar AG recognised an impairment of CHF 1.8 million because cost covering feed-in tariffs are discontinued or reduced in part.

The operating profit (EBIT) stands at CHF 23.9 million (previous year: CHF 13.8 million) with an EBIT margin of 31 percent (previous year: 28 percent). This increase in the EBIT margin as compared to the previous year is primarily due to an increase in the wind segment to 36 percent. The EBIT margin for hydropower fell to 18 percent due to the low precipitation in the year under review. Margins in the solar segment were maintained in line with the previous year at 33 percent.

With net expenses of CHF 13.1 million, the financial result is higher than the CHF 9.1 million achieved in the previous year. aventron closed the year 2017 with a profit after taxes and before minority interests of CHF 8.7 million (previous year: CHF 3.9 million). Thus, aventron raised its annual results by CHF 5.4 million to CHF 8.3 million, which represents earnings per share of centimes 24.5.

BALANCE SHEET In the reporting period, the balance sheet total grew from CHF 577.4 million to CHF 686.9 million. Key additions include acquisitions of solar plants in Italy and Switzerland as well as additions from construction projects (wind farm in France, hydropower plants in Norway). In 2017, aventron increased property, plant and equipment by a total of CHF 74.4 million through changes in the scope of consolidation and ongoing investments. Additional liabilities from debt financing amounted to CHF 105.8 million. The balance sheets of the foreign subsidiaries and intragroup loans were included at an exchange rate of 1.1702 EUR/CHF (previous year: 1.0720 EUR/CHF). This resulted in a measurement difference of CHF 13.3 million, which is recognised equity.

Equity amounted to CHF 186.0 million (previous year: CHF 189.1 million), which represents an equity ratio of around 27 percent. As at the reporting date, cash and cash equivalents were CHF 39.4 million.

OUTLOOK The results of the existing plants are dependent on the meteorological conditions and will also partially be determined by the wholesale price trends. The diversification characteristics across six countries and three technologies will have a positive impact on the results. The growth from recent years facilitates economies of scale, especially in the cost structure. Future acquisitions made to achieve the 2020 milestone of 500 MW and the final goal of 1000 MW by 2030 will continue to have a material impact on the results.

24


Financial report | Consolidated annual financial statements of the aventron Group

CONSOLIDATED INCOME STATEMENT

Notes No.

2017 kCHF

2016 kCHF

Net revenue from goods and services 1 77,144

48,457

Own work capitalised 227

0

Other operating income 2 1,653

1,000

Total operating revenue 79,024

49,457

Expenditure for energy, material and services

3

–11,759

–9,184

Personnel expenses 4 –2,161

–1,750

Other operating expenses 5 –10,317

–6,469

Operating expenses –24,237

–17,403

Depreciation on property, plant and equipment

12

–30,468

–18,089

Amortisation on intangible assets 14 –401

–200

Earnings before interest and taxes (EBIT)

23,918

13,765

Results of associated organisations

137

33

Financial result 6 –13,074

–9,069

Ordinary result

10,981

4,729

Other extraordinary profit or loss

7

–361

–25

Earnings before taxes (EBT)

10,620

4,704

Income taxes

8

–1,937

–759

Profit/loss after taxes (incl. minority interests)

8,683

3,945

Minority share in profit/loss

–342

–976

Annual profit/loss (excl. minority interests)

8,341

2,969

EARNINGS PER SHARE – IN CENTIME PER SHARE

2017 2016

Non-diluted earnings per share 24.5

11.9

Diluted earnings per share 24.5

11.9

Average number of shares outstanding 34,029,153

24,892,767

25


CONSOLIDATED BALANCE SHEET

Note no.

31/12/2017 kCHF

31/12/2016 kCHF

Assets

Cash and cash equivalents 39,433

33,538

Securities 463

663

Trade accounts receivable 9 10,998

9,096

Other receivables 10 16,064

11,254

Inventories 109

83

Accrued income and prepaid expenses 11 12,287

8,359

Current assets 79,354

62,993

Property, plant and equipment 12 544,538

461,399

Financial assets 13 53,000

46,942

Intangible fixed assets 14 10,024

6,052

Non-current assets 607,562

514,393

Total assets

686,916

577,386

Equity and liabilities

Current financial liabilities 15 41,972

20,211

Trade accounts payable to third parties and related parties 17 7,766

6,603

Other current liabilities to third parties and related parties 18 10,926

9,142

Accrued expenses and deferred income 19 6,376

4,720

Current liabilities 67,040

40,676

Non-current financial liabilities 16 420,479

336,408

Other non-current liabilities 5,293

2,241

Non-current provisions 20 8,136

8,946 Non-current liabilities 433,908

347,595

Share capital 34,105

34,105

Capital reserves 216,912

229,732

Retained earnings –102,439

–103,495

Own shares 21 –622

–204

Annual profit/loss (excl. minority interests) 8,341

2,969

Equity before minority interests 156,297

163,107

Minority interests 29,671

26,008

Total equity 185,968

189,115

Total equity and liabilities

686,916

577,386

26



CASH FLOW STATEMENT

2017 kCHF

2016 kCHF

Annual profit/loss (incl. minority interests) 8,683

3,945

Depreciation of fixed assets 29,065

18,289

Impairments of fixed assets 1,804

0

Results of associated organisations –137

–33

Changes in provisions and deferred taxes 67

285

Interest expense 14,546

9,346

Gains on disposal of fixed assets –9

–154

Loss on disposal of group companies 0

26

Other non-cash adjustments –458

–132

Cash flow from business activities before changes in net current assets 53,561

31,572

Increase (–) / decrease (+) in receivables and inventories –2,588

2,706

Increase (–) / decrease (+) in accrued income and prepaid expenses –283

244

Increase (+) / decrease (-) in liabilities 160

–3,822

Increase (+) / decrease (-) in accrued expenses and deferred income –266

–924

Cash flow from operating activities 50,584

29,776

Investments in property, plant and equipment

–25,216

–20,854

Investments in financial assets –1,999

–1,242

Investments in intangible assets –19

–1,542

Divestments of property, plant and equipment 367

1,336

Divestments of financial assets 631

985

Acquisition of group companies (net of cash and cash equivalents) –35,494

–32,421

Acquisition of minority interests –6,015

–969

Disposal of consolidated equity interests (net of cash and cash equivalents) 0

1,073

Cash flow from investing activities –67,745

–53,634

Distribution of profits to shareholders

–7,144

–4,082

Dividend payments to minority shareholders –41

–708

Issuance/repayment of current financial liabilities 18,951

–3,799

Issuance/repayment of non-current financial liabilities 18,477

1,057

Acquisition/disposal of own shares –418

–104

Capital increase less transaction costs* 2,881

55,108

Interest paid –12,010

–9,052

Cash flow from financing activities 20,696

38,420

Cash flow balance

3,535

14,562

Cash and cash equivalents as at 01 Jan.

33,538

19,293

Currency impact 2,360

–317

Cash flow balance 3,535

14,562

Cash and cash equivalents as at 31 Dec. 39,433

33,538

* The capital increase in the previous year was achieved through cash funds of CHF 57.6 million and contribution in kind of CHF 74.3 million.

27


STATEMENT OF CHANGES IN EQUITY

Share capital

kCHF

Capital reserves

kCHF

Retained earnings

kCHF

Goodwill offset

kCHF

Own shares

kCHF

Total, excl. minority interests

kCHF

Minority interests

kCHF

Total, incl. minority interests

kCHF

Equity as at 01/01/2016 19,451 120,015 6,450 –77,245 –100 68,571 6,983

75,554

Dividend distribution 2016 0 –4,082 0 0 0 –4,082 –708

–4,790

Annual profit 2016 0 0 2,969 0 0 2,969 976

3,945

Offsetting acquired goodwill 0 0 0 –30,816 0 –30,816 0

–30,816

Inclusion of minority interests in the scope of consolidation

0 0 0 0 0 0 19,125

19,125

aventron AG capital increase 14,654 114,744 0 0 0 129,398 0

129,398

Acquisition of minority interests 0 –945 0 0 0 –945 –24

–969

Acquisition of own shares 0 0 0 0 –797 –797 0

–797

Disposal of own shares 0 0 0 0 693 693 0

693

Employee option plans 0 0 52 0 0 52 0

52

Currency impact 0 0 –3,001 1,065 0 –1,936 –344

–2,280

Equity as at 31/12/2016 34,105 229,732 6,470 –106,996 –204 163,107 26,008

189,115

Equity as at 01/01/2017 34,105 229,732 6,470 –106,996 –204 163,107 26,008 189,115

Dividend distribution 2017 0 –7,144 0 0 0 –7,144 –41

–7,185

Annual profit 2017 0 0 8,341 0 0 8,341 342

8,683

Offsetting acquired goodwill 0 0 0 –13,401 0 –13,401 –1,545

–14,946

Inclusion of minority interests in the scope of consolidation

0 0 0 0 0 0 562

562

Capital increase 0 –30 0 0 0 –30 2,911

2,881

Changes in minority interests 0 –5,646 0 0 0 –5,646 –369

–6,015

Acquisition of own shares 0 0 0 0 –610 –610 0

–610

Disposal of own shares 0 0 0 0 192 192 0

192

Employee option plans 0 0 –18 0 0 –18 0

–18

Currency impact 0 0 19,856 –8,350 0 11,506 1,803

13,309

Equity as at 31/12/2017 34,105 216,912 34,649 –128,747 –622 156,297 29,671

185,968

The share capital of aventron AG, Münchenstein, is divided as follows: 34,105,382 (previous year: 34,105,382) registered shares at a nominal value of CHF 1.--

31/12/2017 kCHF

31/12/2016 kCHF

As at the balance sheet date, aventron AG has non-distributable reserves of

6,821 6,821

28



NOTES ON CONSOLIDATION AND MEASUREMENT PRINCIPLES

GENERAL PRINCIPLES The principles governing the consolidation, measurement, structure and presentation of the financial statements of the aventron Group are based on Swiss Accounting and Reporting Recommendations (Swiss GAAP FER). They must be used by all companies within the scope of consolidation.

SCOPE OF CONSOLIDATION These consolidated financial statements include all equity interests of aventron, Münchenstein, in which aventron holds more than 50 percent of the voting rights, either directly or indirectly, or over which it can exercise control under the contractual agreement in place. Equity interests of more than 20 percent are measured and recognised using the equity method. Equity interests of less than 20 percent are measured at acquisition cost. Impairment charges were booked for impairments incurred. The holding in UNITe SA, in which aventron has a 21.77 percent interest, was recognised at cost under other financial assets, rather than as a share in equity, as it did not exert significant influence based on the shareholder structure. An overview of the consolidated companies and their treatment in the consolidated financial statements can be found in the notes to the consolidated annual financial statements.

CHANGES IN THE SCOPE OF CONSOLIDATION IN 2017 As at 1 January 2017, the companies Sunfriends SA and Andis SA were absorbed by Birseck Solar AG. Birseck Solar AG expanded its solar portfolio in Switzerland with the acquisition of Soleol Green Energy SA. The acquired company is fully consolidated since 1 July 2017. In Spain, Saja Renovables S.L. acquired Generacion fotovoltaica lo borrego S.L.U. with effect from 22 March 2017, and Generacion fotovoltaica de bargas S.L.U. with effect from 6 October 2017. aventron Italia S.r.l. acquired Sulmona Energy S.r.l. with effect from 28 February 2017, Energia S.r.l. and Solar One S.r.l. with effect from 6 July 2017, and Hydrovi S.r.l. with effect from 12 July2017. In Norway, the portfolio of aventron Norway AS expanded with the acquisition of a 100 share in Syversætre Foss Kraftverk AS (31 May 2017), Skorga Kraftverk AS (22 August 2017), Todøla Kraftverk AS (22 August 2017), Steindal Kraftverk AS (8 September 2017) and Skolten Kraft AS (13 October 2017). MK Kraft AS merged with aventron Norway AS on 30 November 2017. With effect from 31 December 2017, Centrale Solaire Castries SAS and Centrale Solaire Catherine SAS merged with Solaire Prime SAS.

CHANGES IN THE SCOPE OF CONSOLIDATION IN 2016 As part of the capital increase in August 2016, aventron took over the companies Windpark Eimsheim-Wintersheim GmbH & Co. KG, Eimsheim Management GmbH, Infrastruktur Eimsheim- Wintersheim GmbH & Co. KG, Windpark Hellberge III GmbH & Co. KG, Hellberge Management GmbH, Solar Power Plant Porto Tolle S.r.l., Solar Power Plant Goito S.r.l., C2C Inverpark S.L., Desarrollos Fotovoltaicos Mos Del Bou S.L., Saja Renewable S.L, as well as a 65 percent

share in leading swiss renewables AG. The leading swiss renewables Group comprises the companies Centrale Eolienne Ardin-Deux-Sèvres SARL, Ardin Management GmbH, Parque Eólico Bandelera S.L., Parque Eólico Rodera Alta S.L., St. Gildas Management GmbH and Parc Eolien Kerdrouallan SAS. Birseck Solar AG acquired the companies Sunfriends SA and Andis SA on 20 October 2016. In 2016, aventron Deutschland GmbH acquired a 100 percent interest in the companies IEL Exploitation 25 (25 January /2016), EWE European Wind Energy S.r.l. (20 May 2016) and IEL Exploitation 19 (30 November 2016). aventron Italy S.r.l. acquired a 100 percent stake in Casalmaggiore Solar 1 S.r.l. (8 July 2016), Solar Sulmona 1 S.r.l., Sunenergy 2 S.r.l. and Solar Prezza 3 S.r.l. (both 21 December 2016). In Norway, aventron Norway AS expanded its hydropower portfolio through the acquisition of the following equity interests: Geitåni Kraftverk AS (90 percent since 23 March 2016), Kupe Kraftverk AS (100 percent since 30 March 2016), Boge Kraft AS (100 percent since 14 June 2016) and Stoforshei Naturkraft AS (100 percent since 9 August 2016). On 30 May 2016, the shareholding in Birseck Nouvelles Energies SAS was disposed. Eimsheim Management GmbH and Hellberge Management GmbH merged with aventron Verwaltungs GmbH on 31 October 2016.

CURRENCY TRANSLATION The balance sheets of companies which account in foreign currencies were translated using the year-end rate on 31 December; their income statements and cash flow statements were translated using the average annual rate. Differences from the translation of the opening and closing balance sheets, as well as differences resulting from the application of different translation rates in the balance sheet and income statement, were posted directly in equity. Currency effects associated with long-term intragroup loans with equity character were posted directly to equity. When a group company is sold or a loan with equity character is repaid, the associated currency effects recognised in equity are transferred to the income statement.

EXCHANGE RATES Year-end rate EUR 1 = CHF 1.1702 (previous year: CHF 1.0720) NOK 100 = CHF 11.9138 (previous year: CHF 11.8074)

Annual average rates EUR 1 = CHF 1.1116 (previous year: CHF 1.0901) NOK 100 = CHF 11.9138 (previous year: CHF 11.7311)

CONSOLIDATION OF ASSETS AND LIABILITIES AND INTRAGROUP REVENUES All intragroup assets and liabilities were netted and eliminated as part of the consolidation. All intragroup supplies and services were equally netted and eliminated during the consolidation.

29

CONSOLIDATION OF CAPITAL Capital consolidation is based on the purchase method. This method nets the company’s capital on the acquisition date with the purchase price and thereby adds the acquisition costs to the purchase price. Goodwill or negative goodwill is netted with Group equity. The effects of theoretical capitalisation (acquisition cost, residual value, useful life, amortisation) and any impairments are disclosed in the notes to the consolidated annual financial statements. If acquisitions involve any earn-out payments, these are reported through the holding as a reserve or liability, provided these payments are likely to occur and their value can be reliably determined. Reappraisals or payments of earn-out provisions within the first two years after closing are consequently recognised directly in equity as an adjustment of the associated goodwill. After the expiry of the two-year period, such adjustments must be recognised in the income statement under other extraordinary income. Upon disposal, the acquired goodwill previously netted with equity must be accounted for at the original cost in order to determine the profit or loss to be recognised in the income statement.

REVENUE RECOGNITION Revenues from the hydropower, wind and solar energy segments are deemed to be realised, and are recognised as revenues as soon as the energy has been supplied. Supplies at the end of the financial year are measured based on the quantity fed into the grid according to meter readings.

CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash balances, postal accounts and bank accounts, as well as fixed-term deposits and money market receivables maturing in less than 90 days, which have been measured at their nominal value.

SECURITIES Securities are marketable instruments. They are recognised at their market value as at 31 December.

RECEIVABLES Receivables were recorded at their nominal value. Recognisable and realised losses are charged to the income statement in the year in which they were incurred. Specific valuation allowances are calculated using a maturity analysis. The total valuation allowance is shown in the notes to the consolidated annual financial statements.

INVENTORIES Inventories are measured based on the principle of average cost prices. An impairment loss is charged in the event of any impairment. Any storage risks identified are recognised insofar as identifiable.

CASH DISCOUNTS Supplier discounts are reported as financial income.

FINANCIAL ASSETS Financial assets comprise equity interests in associates as well as equity interests where aventron holds a share of less than 20 percent, deferred tax assets and loans. Loans are measured at their nominal value, equity interests in associates are measured using the equity method, and equity interests of less than 20 percent at cost (see scope of consolidation). Deferred tax assets are recognised on loss carryforwards considered tax-deductible. Any impairments have been taken into account.

DERIVATIVE FINANCIAL INSTRUMENTS Cash flow hedges are used to hedge risks on contractually agreed future cash flows that have no impact on the accounts as yet, and which have a high probability of occurring; they are disclosed in the notes to the consolidated annual financial statements and are not recognised. Payments in connection with interest hedges and third-party financing agreements are capitalised if aventron will benefit from them over a period of several years. These carrying amounts are amortised over the term of the corresponding agreements.

PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is measured at acquisition cost net of any commercially necessary depreciation and permanent impairment. Depreciation is charged on a straight-line basis over the course of the useful life. No scheduled depreciation is charged to land and plants under construction.

USEFUL LIFE OF PROPERTY, PLANT AND EQUIPMENT Buildings 40 – 50 years Hydropower plants – Structures close to water 50 years – Mechanical installation 20 – 40 years – Water catchment installations 15 – 50 years – Electrical installation 10 – 25 years Photovoltaic plants 15 – 25 years Wind turbines 20 – 30 years IT and telecommunication systems 3 – 5 years Other property, plant and equipment 5 – 20 years

aventron 2017 ANNUAL REPORT reportSTATEMENTS

30

LEASING Leasing transactions are divided into finance leases and operating leases. Finance leases are leases where substantially all the risks and rewards of ownership of an asset are transferred. Assets and liabilities from finance leases are recognised. Lease obligations from operating leases that cannot be terminated within a year are recognised as an expense.

INTANGIBLE ASSETS Intangible assets include plant usage rights and other intangible assets. Depreciation is charged on a straight-line basis over the course of the useful life.

USEFUL LIFE OF INTANGIBLE ASSETS Plant usage rights according to contract Other intangible assets 5 years

IMPAIRMENTS Fixed assets are impairment tested on each balance sheet date. If indications of an impairment exist, the recoverable amount is recalculated. If the carrying amount is higher than the recoverable amount, an adjustment is made in the income statement through additional depreciation.

LIABILITIES Liabilities are recognised at their nominal value.

PROVISIONS Provisions are formed in accordance with objective and commercial principles based on obligating events in the past. Their measurement takes a high probability of occurrence into account, as well as a reliable estimation of the future cash outflow. The provisions formed give due account to identifiable risks. They are re-evaluated annually.

OBLIGATIONS TO RESTORE PRIOR STATE Some production plants in the wind and photovoltaic segments are built on land owned by third parties under building laws. Any contractually agreed restoration obligation is discounted as of the balance sheet date, and recognised under provisions.

BENEFIT OBLIGATIONS As at the end of the year, staff employed by the aventron Group in Switzerland were insured with the collective occupational benefit plan (BVG) foundation Swiss Life. The economic impacts of benefit obligations on aventron are presented in accordance with FER 16. Their benefits and economic obligation are derived directly from contractual and statutory bases. An economic benefit arises if aventron realises positive effects on future

cash flows (e.g. excess coverage, employer contribution reserves). Economic obligations arise from negative future effects on cash flows (e.g. insufficient coverage, restructuring obligations). Staff employed by Birseck Hydro SAS are insured by the collective foundation REUNI. The other foreign aventron companies have no employees.

DEFERRED TAXES Deferred tax assets are recognised on the basis of loss carryforwards that aventron considers tax-deductible (see financial assets). Deferred tax liabilities are formed by applying the liability method to any differences between FER values and any carrying amounts relevant for tax purposes. A tax rate of 20 percent before taxes was applied for Swiss companies without holding privilege, and a rate of 1 percent for those with holding privilege. A tax rate of 28 percent was applied for companies in France. In Norway, the tax rate is 24 percent, in Germany between 7 and 16 percent, in Spain 25 percent, and in Italy 24 to 29 percent.

EQUITY Changes in capital from currency translations were netted with retained earnings.

OWN SHARES Own shares in the capital of aventron AG are recognised at acquisition cost and reported as a negative item under equity.

DISCOUNTS AND REIMBURSEMENTS These are deducted directly in the relevant asset class, which reduces the cost figures accordingly.

ADVANCE PAYMENTS Advance payments to suppliers are allocated to the relevant asset class.

RELATED PARTIES Related parties are companies consolidated according to the equity method, major shareholders and natural persons, such as members of the Executive Board or the Board of Directors. Payables to or receivables from related organisations are shown in the notes to the consolidated annual financial statements under the relevant item.

CASH FLOW STATEMENT Cash and cash equivalents with securities are used as funds. Funds thus comprise cash balances, post and bank balances payable on demand, as well as fixed-term deposits and money market receivables with a maturity of less than 90 days.

31


NOTES TO THE CONSOLIDATED INCOME STATEMENT

1. SEGMENTATION OF NET REVENUE FROM GOODS AND SERVICES

2017

Hydro

kCHF

Wind

kCHF

Solar

kCHF

Corporate

kCHF

Consolidation effects

kCHF

aventron Group kCHF

Net revenue 7,806 43,096 25,799 2,817 –2,374

77,144

Other operating income 220 1,071 394 195 0

1,880

Total operating revenue 8,026 44,167 26,193 3,012 –2,374

79,024

Operating expenses –4,627 –11,542 –5,862 –4,580 2,374

–24,237

Earnings before interest, taxes, depreciation and amortisation (EBITDA)

3,399 32,625 20,331 –1,568 0

54,787

Depreciation of fixed assets –1,977 –17,001 –11,751 –140 0

–30,869

Earnings before interest and taxes (EBIT) 1,422 15,624 8,580 –1,708 0

23,918

2016

Hydro

kCHF

Wind

kCHF

Solar

kCHF

Corporate

kCHF

Consolidation effects

kCHF

aventron Group kCHF

Net revenue 9,120 23,976 14,870 2,127 –1,636

48,457

Other operating income 209 275 165 351 0

1,000

Total operating revenue 9,329 24,251 15,035 2,478 –1,636

49,457

Operating expenses –4,207 –6,733 –3,675 –4,424 1,636

–17,403

Earnings before interest, taxes, depreciation and amortisation (EBITDA)

5,122 17,518 11,360 –1,946 0

32,054

Depreciation of fixed assets –1,911 –9,927 –6,299 –152 0

–18,289

Earnings before interest and taxes (EBIT) 3,211 7,591 5,061 –2,098 0

13,765

2017 kCHF

2016 kCHF

Revenue from third parties 73,812 45,566

Revenue from related parties 3,332 2,891

Total net revenue 77,144 48,457

Revenue in Switzerland 4,475 4,770

Revenue in France 21,690 18,613

Revenue in Germany 11,858 8,120

Revenue in Italy 18,208 7,931

Revenue in Norway 2,376 1,529

Revenue in Spain 18,537 7,494

Total net revenue 77,144 48,457


32

2. OTHER OPERATING INCOME

2017 kCHF

2016 kCHF

Cost reimbursements* 809 448

Other income 844 552

Total other operating income 1,653 1,000

* In the previous year, this item included accruals from insurance benefits amounting to kCHF 100.

3. EXPENDITURE FOR ENERGY, MATERIAL AND SERVICES 2017 kCHF

2016 kCHF

Third-party services –10,809 –8,190

Material –66 38

Maintenance and repairs –545 577

Electricity consumption –339 379

Total expenditure for energy, material and services* –11,759 –9,184

The aventron Group employs two staff members in France to maintain the hydropower plants. No other own staff is used for plant maintenance. In Switzerland, the EBM Group is under contract for the maintenance and support of plants owned by Birseck Hydro AG.

* Thereof CHF 553k to related parties (previous year: CHF 531).

4. PERSONNEL EXPENSES

2017 kCHF

2016

kCHF

Salaries –1,683 –1,432

Social insurance –397 –303

Other personnel expenses –81 –15

Total personnel expenses –2,161 –1,750

5. OTHER OPERATING EXPENSES 2017 kCHF

2016 kCHF

Administration costs –260 566

Rent and usage fees –2,859 –1,744

Insurance –1,160 – 868

Capital tax and other taxes –3,999 –2,065

Other operating expenses –2,039 –1,226

Total other operating expenses –10,317 –6,469

33

6. FINANCIAL RESULT

2017 kCHF

2016 kCHF

Dividend income 267 261

Interest income from third parties 145 80

Interest income from related parties 2 42

Other financial income 260 359

Foreign currency gains 1,010 0

Total financial income 1,684 742

2017 kCHF

2016 kCHF

Loss on disposal of group companies 0 –26

Interest expense to third parties –14,226 –9,018

Interest expense to related parties –320 –328

Other interest expenses –212 –238

Foreign currency losses 0 –201

Total Financial expenditure –14,758 –9,811

Total financial result –13,074 –9,069

7. OTHER EXTRAORDINARY PROFIT OR LOSS

2017 kCHF

2016 kCHF

Gains from disposals of property, plant and equipment 9 154

Other extraordinary income 5 48

One-off extraordinary costs* –375 –227

Total other extraordinary profit or loss –361 – 25

* In 2017, extraordinary costs included an adjustment of the estimate of an insurance claim, as well as retrospective reparation payments in connection with transactions. In the previous year, this item primarily comprised reparation payments in connection with transactions, as well as interest payments for previous years.

8. INCOME TAXES

2017 kCHF

2016 kCHF

Current income taxes –2,019 –1,207

Deferred income taxes 82 448

Total income taxes –1,937 – 759

aventron 2017 ANNUAL REPORT STATEMENTS

34

Details of changes in tax claims on loss carryforwards 2017 kCHF

2016 kCHF

Capitalised tax claims on loss carryforwards as at 01 Jan. 7,692 2,164

Changes in the scope of consolidation 919 4,543

Accrual 1,836 1,650

Utilisation –1,567 – 503

Remeasurement/expiry 783 – 107

Change in tax rate –653 0

Currency effect 542 – 55

Capitalised tax claims on loss carryforwards as at 31 Dec. 9,552 7,692

The expected tax rate in 2017 is 22.6 percent (previous year: 23.7 percent) and corresponds to the weighted average tax rate based on the earnings before tax of all Group companies. The lower rate is attributable to higher profits in countries with lower tax rates.

In 2017, the effective tax rate of 18.2 percent (previous year: 16.1 percent) is below the expected tax rate. This difference is attributable to new deferred tax assets from differences between the tax result and the result under GAAP FER, reassessment of tax claims on loss carryforwards, retroactive settlement and adjustments to deferred taxes of previous years.

9. TRADE ACCOUNTS RECEIVABLE 31/12/2017

kCHF

31/12/2016 kCHF

From third parties 10,998 9,096

From related parties 0 0

Total trade accounts receivable 10,998 9,096

As at the balance sheet date, there are no impairments.

10. OTHER RECEIVABLES

31/12/2017

kCHF

31/12/2016 kCHF

Other receivables from third parties 16,025 11,199

Other receivables from associates 39 55

Total other receivables 16,064 11,254

11. . ACCRUED INCOME AND PREPAID EXPENSES

31/12/2017

kCHF

31/12/2016 kCHF

Prepaid energy sales (concessions) to third parties 3,692 2,708

Prepaid insurance 428 812

Prepaid operating taxes 341 244

Prepaid expenditures 7,741 3,853

Prepaid credits to related parties 85 742

Total accrued income and prepaid expenses 12,287 8,359

35


NOTES TO THE CONSOLIDATED BALANCE SHEET

12. Property, plant and equipment IN kCHF Plants* and Other Plants Land and

Total facilities property, plant

and equipmentunder

constructionBuildings property,

plant and equipment

Construction value 01/01/2017 479,136 209 1,767 40,224

521,336

Changes in the scope of consolidation 48,655 0 439 93

49,187

Additions 12,063 61 11,487 1,605

25,216

Disposals –364 –53 0 –8

–425

Reclassifications 3,383 22 –1,976 –93

1,336

Currency effect 39,654 17 163 3,767

43,601


640,251

Cumulative depreciation 01/01/2017

–51,206

–115

0

–8,616

–59,937

Systematic depreciation –26,710 –13 0 –1,941

–28,664

Impairments** –1,804 0 0 0

–1,804

Disposals 38 31 0 –1

68

Reclassifications 3 0 0 0

3

Currency effect –4,480 –8 0 –891

–5,379

Cumulative depreciation 31/12/2017 –84,159 –105 0 –11,449

–95,713

Carrying value 01/01/2017

427,930

94

1,767

31,608

461,399

Carrying value 31/12/2017 498,368 151 11,880 34,139

544,538

Construction value 01/01/2016

216,649

141

23,945

34,356

275,091

Changes in the scope of consolidation 229,257 0 2,424 1,501

233,182

Additions 13,973 70 4,620 2,191

20,854

Disposals –1,258 0 –40 –7

–1,305

Reclassifications 26,469 0 –29,253 2,784

0

Currency effect –5,954 –2 71 –601

–6,486


521,336

Cumulative depreciation 01/01/2016

–36,002

–105

0

–6,592

–42,699

Systematic depreciation –16,307 –11 0 –1,771

–18,089

Changes in the scope of consolidation 113 0 0 0

113

Disposals 76 0 0 7

83

Reclassifications 395 0 0 –395

0

Currency effect 519 1 0 135

655

Cumulative depreciation 31/12/2016 –51,206 –115 0 –8,616

–59,937


180,647

36

23,945

27,764

232,392

Carrying value 31/12/2016 427,930 94 1,767 31,608

461,399

* Of which leased plants kCHF 23,118 (previous year: kCHF 22,650). ** Birseck Solar AG booked an impairment of CHF 1.8 million in the year under review. This was the result of systematic impairment tests, since the cost-covering feed-in tariff is

discontinued or reduced in part in accordance with the latest regulation.


36

The net book values of property, plant and equipment are made up as follows:

31/12/2017 kCHF

31/12/2016 kCHF

Hydropower plants 84,099 50,509

Photovoltaic plants 178,729 136,854

Wind farms 281,710 274,036

Total property, plant and equipment 544,538 461,399

13. FINANCIAL ASSETS 31/12/2017

kCHF

31/12/2016 kCHF

Loans to associated organisations 587 546

Loans to third parties 30 29

Investments in associated organisations 2,569 2,217

Other participations* 20,796 19,545

Non-current deferred tax assets** 13,823 13,318

Other non-current financial assets*** 15,195 11,287

Total financial assets 53,000 46,942

* Other equity interests primarily comprise the acquisition cost of the interest in UNITe SA. ** This item includes deferred tax assets from measurement differenced and loss carryforwards. Further information on tax claims on loss carryforwards is shown in Note no. 8. *** Non-current financial assets are deposits into blocked accounts that the companies cannot dispose of at short notice.

14. INTANGIBLE FIXED ASSETS (IN kCHF) Plant Other Total

usage rights

intangible assets

intangibleassets

Acquisition cost 01/01/2017 6,578 5

6,583

Changes in the scope of consolidation 5,260 0

5,260

Additions 0 19

19

Disposals 5 0

5

Reclassifications –2,025 689

–1,336

Currency effect 435 32

467

Acquisition cost 31/12/2017 10,253 745

10,998

Cumulative amortisation 01/01/2017

527

4

531

Systematic Amortisation 358 43

401

Disposals 4 0

4

Reclassifications –65 62

–3

Currency effect 40 1

41

Cumulative amortisation 31/12/2017 864 110

975


6,051

1

6,052

Carrying value 31/12/2017 9,389 635

10,024

37

Plant usage rights

Other intangible

assets

Total intangible

assets

Acquisition cost 01/01/2016 3,938 5 3,943

Changes in the scope of consolidation 1,171 0 1,171

Investments 1,542 0 1,542

Currency effect –73 0 – 73

Acquisition value 31/12/2016 6,578 5 6,583

Cumulative amortisation 01/01/2016 –337 –4 – 341

Systematic amortisation –200 0 – 200

Currency effect 10 0 10

Cumulative amortisation 31/12/2016 –527 –4 – 531

Carrying value 01/01/2016 3,601 1 3,602

Carrying value 31/12/2016 6,051 1 6,052

EFFECTS OF THEORETICAL GOODWILL CAPITALISATION

2017 kCHF

2016 kCHF

Acquisition cost 01 Jan. 106,996 77,245

Changes in the scope of consolidation 14,946 30,816

Currency effect 8,350 –1,065

Acquisition cost 31 Dec. 130,292 106,996

Cumulative amortisation 01 Jan. –58,952 –45,699

Systematic amortisation –17,981 –14,070

Currency effect –5,813 817

Cumulative amortisation 31 Dec. –82,746 –58,952

Carrying value 01 Jan. 48,044 31,546

Carrying value 31 Dec. 47,546 48,044

If goodwill had been capitalised and amortised, the profits including minority interests in the reporting period would have been kCHF 17,981 (previous year: kCHF 14,070) lower. The useful life is estimated at five years in accordance with the provisions of Swiss GAAP FER and the current accounting principles of the aventron Group.


38

15. CURRENT FINANCIAL LIABILITIES 31/12/2017

kCHF

31/12/2016 kCHF

To third parties 36,699 19,939

To related parties 5,273 272

Total current financial liabilities 41,972 20,211

16. . NON-CURRENT FINANCIAL LIABILITIES

31/12/2017

kCHF

31/12/2016 kCHF

To third parties* 412,732 330,469

To related parties 7,747 5,939

Total non-current financial liabilities 420,479 336,408

* This includes lease obligations of kCHF 17,672 (previous year: kCHF 17,498).

2017 CHF thousand

1 – 5 years

> 5 years

CHF

EUR

of which NOK

Bank loans, nominal amount 124,382 288,350 26,505 371,611

14,616

Interest rate in % 2.54 2.65 2.47 2.60

3.45

Financial liabilities to shareholders, nominal amount 956 6,791 7,747 0

0

Interest rate in % 3.00 3.80 3.67 0.00

0.00

2016

CHF thousand

1 – 5 years

> 5 years

CHF

EUR

of which

NOK

Bank loans, nominal amount 90,692 239,777 21,960 299,490

9,019

Interest rate in % 2.73 2.88 3.28 2.78

3.70

Financial liabilities to shareholders, nominal amount 1,090 4,849 5,939 0

0

Interest rate in % 3.00 3.80 3.65 0.00

0.00

Total in of which

2017 CHF thousand CHF EUR NOK

Nominal amount 41,972 18,538 23,327 107

Interest rate in % 2.34 2.10 2.52 3.49

Total in of which

2016 CHF thousand CHF EUR NOK

Nominal amount 20,211 1,198 18,644 369

Interest rate in % 2.68 2.84 2.64 3.71

39

17. TRADE ACCOUNTS PAYABLE TO THIRD PARTIES AND RELATED PARTIES 31/12/2017

kCHF

31/12/2016 kCHF


To related parties 0 134

Total trade accounts payable to third parties and related parties 7,766 6,603

18. OTHER CURRENT LIABILITIES TO THIRD PARTIES AND RELATED PARTIES

31/12/2017

kCHF

31/12/2016 kCHF


To related parties 7,236 5,881

Total other current liabilities to third parties and related parties 10,926 9,142

19. ACCRUED EXPENSES AND DEFERRED INCOME 31/12/2017

kCHF

31/12/2016 kCHF

Income and capital tax 1,495 1,000

Third-party services 925 1,220

Interest on loans 1,793 431

Other accruals and deferrals 2,163 2,069

Total accrued expenses and deferred income 6,376 4,720

20. NON-CURRENT PROVISIONS

CHF thousand

As at

01/01/2017

Additions to the scope of consolidation Formation

Utilisation Reversal

Reclassifi-

cation

Currency

effect

As at

31/12/2017

Other provisions* 4,081 0 247 –53 –45 0 381 4,611

Deferred tax provision** 4,865 68 397 0 –265 –1,800 260 3,525

Total provisions 8,946 68 644 –53 –310 –1,800 641 8,136

CHF thousand

As at

01/01/2016

Additions to the scope of consolidation Formation

Utilisation Reversal

Reclassifi-

cation

Currency

effect

As at

31/12/2016

Other provisions* 1,441 1,903 750 –12 –18 81 –64 4,081

Deferred tax provision** 2,919 2,526 812 0 –304 –1,027 –61 4,865

Total provisions 4,360 4,429 1,562 –12 –322 –946 –125 8,946

* Other provisions primarily include obligations to restore prior state. ** Reclassifications relate to netting of deferred tax assets and deferred tax provisions within the same companies.


40

21. DETAILS OF OWN SHARES

Number of registered shares

Average share price CHF 2017

Average share price CHF 2016

Shareholding as at 01 Jan. 8.84 23,065 7.97 12,575

Purchases 8.68 70,280 8.40 87,657

Disposals 8.91 21,559 8.97 77,167

Shareholding as at 31 Dec. 8.66 71,786 8.84 23,065

22. DERIVATIVE FINANCIAL INSTRUMENTS

Nominal value

Nominal value

Value

Value Financial instruments

Purpose

31/12/2017 CHF thous

31/12/2016 CHF thousa

31/12/2017 CHF thousa

31/12/2016 CHF thous

Interest rate swap Interest hedge 114,933 95,334 –12,080

–9,963

Interest cap Interest hedge 2,208 2,159 20

24

Total assets not recognised 117,141 97,493 –12,060

–9,939

23. EMPLOYEE BENEFITS Excess/insufficient

Change from previous Contributions

Economic benefit / coverage Economic year recognised accrued to Pension expense obligation and pension expense as at share of the as income/expense to the under personnel in kCHF 31/12/2017 organisation in current fin. year period expenses

2017 2016 2017 2016

Pension plans without excess/insufficient coverage

0 0 0 0 0

189 160

Total 0 0 0 0 0

189 160

aventron has insured its Swiss employees with the collective occupational benefit plan (BVG) foundation Swiss Life, which takes out a collective life insurance policy with Swiss Life AG on behalf of aventron. 100 percent of all insurance and investment risks of the collective occupational benefit plan (BVG) foundation Swiss Life is currently covered by Swiss Life AG. In accordance with the pension fund regulations, restructuring measures for the collective occupational benefit plan (BVG) foundation Swiss Life are excluded. Staff employed in France are insured by the collective foundation REUNI.


41

NOTES – ADDITIONAL INFORMATION

EVENTS AFTER THE BALANCE SHEET DATE In January 2018, aventron signed agreements relating to the Storøy wind farm in Norway currently under construction. Closing for the acquisition of the company is expected in April 2018.

The Board of Directors of aventron AG, Münchenstein, approved the consolidated financial statements on 12 March 2018.

TRANSACTIONS WITH RELATED PARTIES The Board of Directors delegated the financial management of aventron AG and its Swiss subsidiaries to the EBM Group under management agreements. Companies of the EBM Group support Birseck Hydro AG in the construction, maintenance and development of production plants under third-party contracts.

RECOGNISED ASSET OWNERSHIP RESTRICTIONS AS SECURITY FOR OWN LIABILITIES

31/12/2017 kCHF

31/12/2016 kCHF

Carrying amount of pledged assets 285,830 239,172

Claim 212,539 180,269

UNRECOGNISED LIABILITIES FROM CONTRACTS

31/12/2017 kCHF

31/12/2016 kCHF

Roof utilisation contracts 6,677 6,075

Joint security and open contingent liabilities from acquisitions 12,741 5,534

Rental and lease agreements 31,986 32,354


42

BALANCE SHEET FIGURES AS AT THE ACQUISITION AND DISPOSAL DATES

Balance sheet figures as at the acquisition date in kCHF Date

Non-current assets

Current assets

Total assets

Liabilities

Equity Total equity

and liabilities

Sulmona Energy S.r.l. 28/02/2017 12,092 710 12,802 11,870 932 12,802

Generacion fotovoltaica lo borrego S.L.U. 22/03/2017 54 0 54 1 53 54

Syversætre Foss Kraftverk AS 31/05/2017 5,116 144 5,260 5,103 157 5,260

Soleol Green Energy SA 01/07/2017 14,463 3,487 17,950 15,350 2,600 17,950

Energia S.r.l. 06/07/2017 11,343 1,035 12,378 13,015 –637 12,378

Solar One S.r.l. 06/07/2017 10,159 1,053 11,212 11,843 –631 11,212

Hydrovi S.r.l. 12/07/2017 362 27 389 85 304 389

Skorga Kraftverk AS 22/08/2017 191 0 191 247 –56 191

Todøla Kraftverk AS 22/08/2017 52 1 53 49 4 53

Steindal Kraftverk AS 08/09/2017 130 10 140 136 4 140

Generacion fotovoltaica de bargas S.L.U. 06/10/2017 15 1 16 13 3 16

Skolten Kraft AS 13/10/2017 519 18 537 448 89 537

Total 54,496 6,486 60,982 58,160 2,822 60,982


43 43

NOTES: INVESTMENTS

Switzerland

Share and registered

capital aventron

share in %

Consolidation method

aventron AG, Münchenstein, Switzerland CHF 34,105,382 100 F

aventron services AG, Münchenstein, Switzerland CHF 600,000 100 F

Birseck Hydro AG, Münchenstein, Switzerland CHF 2,100,000 100 F

Birseck Solar AG, Münchenstein, Switzerland CHF 3,000,000 51 F

BLT Sonnenenergie AG, Münchenstein, Switzerland CHF 2,020,000 60 F

leading swiss renewables AG, Münchenstein, Switzerland CHF 12,000,000 65 F

Soleol Green Energy AG, Estavayer-le-Lac, Switzerland CHF 2,500,000 80 F

Germany

Ardin Management GmbH, Waldbronn, Germany EUR 775,000 100

F

aventron Deutschland GmbH, Waldbronn, Germany EUR 100,000 100

F

aventron Verwaltungs GmbH, Waldbronn, Germany EUR 25,000 100

F

Halenbeck II GmbH & Co. Infrastruktur KG, Edemissen, Germany EUR 2,630 23.95

E

Infrastrukturgesellschaft Eimsheim-Wintersheim GmbH & Co. KG, Zossen, Germany EUR 1,000 100

F

St. Gildas Management GmbH, Waldbronn, Germany EUR 925,000 100

F

Windpark Eimsheim-Wintersheim GmbH & Co. KG, Zossen, Germany EUR 1,401,000 100

F

Windpark Frehne I GmbH & Co. KG, Edemissen, Germany EUR 2,059,000 100

F

Windpark Hellberge III GmbH & Co. KG, Zossen, Germany EUR 801,000 100

F

Windpark Selmsdorf III GmbH & Co. KG, Grünwald, Germany EUR 1,500,100 100

F

Windpark Wölkisch GmbH, Dresden, Germany EUR 1,000 100

F

WP SDF Infrastruktur GmbH & Co. KG, Grünwald, Germany EUR 100 75

E

WSB Infrastruktur Pölzig GmbH & Co. KG, Dresden, Germany EUR 1,000 100

F

WSB Windpark Pölzig GmbH, Dresden, Germany EUR 1,000 100

F

Spain

C2C Inverpark S.L., Sevilla, Spain EUR 3,010 100

F

Desarrollos Fotovoltaicos Mos Del Bou S.L., Sevilla, Spain EUR 3,010 100

F

Generacion fotovoltaica bargas, Murcia, Spain EUR 3,000 100

F

Generacion fotovoltaica lo borrego, Murcia, Spain EUR 50,000 100

F

Parque Eólico Bandelera S.L., Madrid, Spain EUR 13,321,067 100

F

Parque Eólico Rodera Alta S.L., Madrid, Spain EUR 12,724,585 100

F

Saja Renovables S.L., E-Sevilla, Spain EUR 215,000 100

F


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capital

Share of capital

in %

Consoli-dation

method

Italy

Casalmaggiore Solar 1 S.r.l., Casalmaggiore, Italy EUR 10,000 100

F

Donnadolce Service S.r.l., Ragusa, Italy EUR 12,000 100

F

Energia S.r.l., Merano, Italy EUR 10,000 100

F

EWE European Wind Energy S.r.l, Melfi, Italy EUR 10,000 100

F

HF2 S.r.l., Bari, Italy EUR 10,000 100

F

Hydrovi S.r.l., Cuneo, Italy EUR 10,000 100

F

aventron Italia S.r.l., Merano, Italy EUR 10,000 100

F

Rovigo Solar S.r.l., Merano, Italy EUR 10,000 100

F

Solar One S.r.l., I-Merano, Italy EUR 10,000 100

F

Solar Power Plant Goito S.r.l., Salò, Italy EUR 10,000 100

F

Solar Power Plant Porto Tolle S.r.l., Salò, Italy EUR 10,000 100

F

Solar Prezza 3 S.r.l., Tolmezzo, Italy EUR 10,000 100

F

Solar Sulmona 1 S.r.l., Tolmezzo, Italy EUR 10,000 100

F

Solare Quattro S.r.l., Merano, Italy EUR 10,000 100

F

Solared S.r.l., Merano, Italy EUR 10,000 100

F

Sulmona Energy S.r.l., Merano, Italy EUR 20,000 100

F

Sunenergy 2 S.r.l., Tolmezzo, Italy EUR 10,000 100

F

Norway

aventron Norway AS, Oslo, Norway NOK 1,003,800 100

F

Boge Kraft AS, Eidfjord, Norway NOK 100,000 100

F

Botnen Kraftverk AS, Røldal, Norway NOK 100,000 38

E

Geitåni Kraftverk AS, Bolstadøyri, Norway NOK 100,000 90

F

Kupe Kraftverk AS, Oslo, Norway NOK 100,000 100

F

Madland Kraft AS, Forsand, Norway NOK 2,250,000 100

F

Sevre Kraftverk AS, Nes, Norway NOK 100,000 100

F

Skolten Kraft AS, Flora, Norway NOK 100,000 53.33

F

Skorga Kraftverk AS, Møre og Romsdal, Norway NOK 30,000 100

F

Snefjellåkraft AS, Mo i Rana, Norway NOK 7,959,000 76

F

Steindal Kraftverk AS, Sogn og Fjordane, Norway NOK 30,000 100

F

Stoforshei Naturkraft AS, Stoforshei, Norway NOK 100,000 100

F

Strandjordselva Minikraftverk AS, Storforshei, Norway NOK 165,000 100

F

Syversætre Foss Kraftverk AS, Flisa, Norway NOK 3,635,000 100

F

Todøla Kraftverk AS, Buskerud, Norway NOK 30,000 100

F

Ytre Oppedal Kraftverk AS, Gulen, Norway NOK 100,000 100

F

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capital

Share of capital

in %

Consoli-dation

method

France

Be Hydro SAS, Saint-Louis, France EUR 500,000 100

F

Birseck Eole SAS, Saint-Louis, France EUR 100,000 100

F

Birseck Hydro SAS, Saint-Louis, France EUR 45,000,000 100

F

Birseck Solaire SAS, Saint-Louis, France EUR 1,000,000 100

F

Centrale Eolienne Ardin-Deux-Sèvres SARL, Vern-sur-Seiche, France EUR 752,000 100

F

Centrale Solaire Batineo 1 SAS, Paris, France EUR 5,000 100

F

Centrale Solaire Constantin 16 SAS, Paris, France EUR 2,500 100

F

Centrale Solaire Constantin 17 SAS, Paris, France EUR 2,500 100

F

Centrale Solaire Duo SAS, Paris, France EUR 7,500 100

F

Centrale Solaire L’Alcazar SAS, Paris, France EUR 5,000 100

F

Cogéco Washington SAS, Saint-Louis, France EUR 188,545 100

F

Eoliennes GER SNC, Nantes, France EUR 1,831,000 100

F

Ferme Eolienne de Tassillé, Saint Louis, France EUR 5,000 100

F

Groupement Solaire Cestas 5 SAS, Paris, France EUR 6,389 80

F

IEL Exploitation 19, Saint-Brieuc, France EUR 1,000 100

F

IEL Exploitation 25, Saint-Brieuc, France EUR 500 100

F

Parc de Beaumont SAS, Saint-Louis, France EUR 3,000 100

F

Parc Eolien Kerdroullan SAS, Vern-sur-Seiche, France EUR 937,000 100

F

Pyrénées Hydro SAS, Lyon, France EUR 37,000 50

E

Société des Chutes de l’Ain SA, Saint-Louis, France EUR 384,000 90

F

Solaire Prime SAS, Saint-Louis, France EUR 184,250 60

F

UNITe SA, Lyon, France EUR 28,245,000 21.77

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Financial report | Annual financial statements of aventron AG, Münchenstein

INCOME STATEMENT

2017 kCHF

2016 kCHF

Net revenue from management services to Group companies 2,139 1,365

Net revenue from services to related parties 130 467

Other operating income from Group companies 590 187

Total operating revenue 2,859 2,019

Expenditure for energy, material and services –1,705 –1,510

Personnel expenses –1,934 –1,684

Other operating expenses –629 – 521

Operating expenses –4,268 –3,715

Depreciation and amortisation – 9 –7

Earnings before interest and taxes (EBIT) –1,418 –1,703

Financial income 12,651 6,751

Financial expenditure –3,202 –2,008

Financial result 9,449 4,743

Earnings before taxes (EBT) 8,031 3,040

Extraordinary income 5 0

Annual profit/loss before income taxes 8,036 3,040

Income taxes –405 0

Annual profit/loss 7,631 3,040

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BALANCE SHEET

31/12/2017 kCHF

31/12/2016 kCHF

Cash and cash equivalents 2,203

5,414

Trade accounts receivable from third parties 5

0

Other current receivables from Group companies 36,456

49,227

Other current receivables from related parties 0

78

Other current receivables from third parties 78

138

Accrued income and prepaid expenses 256

0

Current assets 38,998

54,857

Loans to Group companies

153,270

92,322

Investments in subsidiaries and associates 190,053

173,095

Property, plant and equipment 32

21

Fixed assets 343,355

265,438

ASSETS

382,353

320,295

Trade accounts payable to related parties

0

44

Trade accounts payable to third parties 21

16

Current interest-bearing liabilities to Group companies 10,471

2,431

Current interest-bearing liabilities to related parties 5,000

0

Current interest-bearing liabilities to third parties 10,000

0

Other current liabilities to Group companies 130

17

Other current liabilities to third parties 70

43

Accrued expenses to and deferred income from related parties 13

57

Accrued expenses to and deferred income from third parties 750

552

Current liabilities 26,455

3,160

Non-current interest-bearing liabilities to Group companies

7,670

8,572

Non-current interest-bearing liabilities to third parties 59,678

22,941

Non-current provisions 2,801

0

Non-current liabilities 70,149

31,513

Share capital

34,105

34,105

Statutory capital reserves 243,257

250,401

Statutory retained earnings 300

300

Retained earnings, statutory and by resolution 1,000

1,000

Own capital share –523

–163

– Result carried forward –21

–3,061

– Profit for the period 7,631

3,040

Accumulated gains and losses 7,610

–21

Equity 285,749

285,622

EQUITY AND LIABILITIES

382,353

320,295

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NOTES AND ADDITIONAL INFORMATION

INFORMATION ON THE PRINCIPLES APPLIED IN THESE ANNUAL FINANCIAL STATEMENTS These annual financial statements were prepared in accordance with the provisions of Swiss law; in particular, the articles on commercial bookkeeping and accounting (OR 957 to 962). The principles applied are in compliance with the law.

COMPENSATION Information about compensation for the members of the Board of Directors and the Executive Board as well as information regarding the employee option scheme is provided in the Compensation Report.

OWN CAPITAL SHARES Information on own shares is disclosed on page 40 of the consolidated annual financial statements of the aventron Group. All own shares are held by aventron AG.

Financial result 2017 kCHF

2016 kCHF

Dividend income 1,374 3,225

Interest income 5,479 3,526

Foreign exchange gains 5,798 0

Total financial income 12,651 6,751

Interest expense 919 673

Amortisation of equity interests 2,259 0

Issue costs for debt financing and fees 24 156

Foreign exchange losses 0 1,179

Total financial expenditure 3,202 2,008

Number of employees

2017 2016

Full-time equivalents, annual average 9 8

Joint and several guarantee 2017 kCHF

2016 kCHF

Joint and several guarantee for associates for the benefit of third parties 5,170 23,939

Loans with equity character receivable from Group companies 153,270 89,721

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Direct investments 31/12/2017 31/12/2016

Share of capital in %

Share of voting rights

in %

Share of capital

in %

Share of voting rights

in %

aventron Services AG, Münchenstein, Switzerland 100 100 100

100

Birseck Eole SAS, Saint-Louis, France 100 100 100

100

Birseck Hydro AG, Münchenstein, Switzerland 100 100 100

100

Birseck Hydro SAS, Saint-Louis, France 100 100 100

100

Birseck Solaire SAS, Saint-Louis, France 100 100 100

100

Birseck Solar AG, Münchenstein, Switzerland 51 51 51

51

C2C Inverpark S.L., Sevilla, Spain 100 100 100

100

Desarrollos Fotovoltaicos Mos Del Bou S.L., Sevilla, Spain 100 100 100

100

Donnadolce Service S.r.l., Ragusa, Italy 100 100 100

100

HF2 S.r.l., Bari, Italy 100 100 100

100

leading swiss renewables AG, Münchenstein, Switzerland 65 65 65

65

aventron Deutschland GmbH, Waldbronn, Germany 100 100 100

100

aventron Italia S.r.l., Merano, Italy 100 100 100

100

aventron Norway AS, Oslo, Norway 100 100 100

100

aventron Verwaltungs GmbH, Waldbronn, Germany 100 100 100

100

Saja Renovables S.L., Sevilla, Spain 100 100 100

100

Solar Power Plant Goito S.r.l., Salò, Italy 100 100 100

100

Solar Power Plant Porto Tolle S.r.l., Salò, Italy 100 100 100

100

The indirect investments of aventron AG are shown in the Schedule of Interests on page 43 of the consolidated financial statements.

MAJOR SHAREHOLDERS As at 31 December 2017, major shareholders in aventron AG with a share of more than 3 percent were: EBM Greenpower AG (46.22 percent; previous year: 46.22 percent), ewb Natur Energie AG (15.14 percent; previous year: 15.14 percent), Stadtwerk Winterthur (9.96 percent; previous year: 9.96 percent), UBS Clean Energy Infrastructure (8.14 percent; previous year: 0 percent), Reichmuth Infrastruktur Schweiz (4.9 percent; previous year: 4.9 percent).

SHAREHOLDINGS OF THE BOARD OF DIRECTORS AND MANAGING DIRECTORS The Members of the Board of Directors and the managing directors of the operating subsidiaries of the aventron Group hold the following number of registered shares in aventron AG:

31/12/2017

31/12/2016

Christmann Cédric Chairman of the Board of Directors 0

0

Coelho George Member of the Board of Directors 5,814

5,814

Huber Beat Member of the Board of Directors 0

0

Schaub Martin Member of the Board of Directors (since 2017 AGM) 0

0

Stalder Michael Member of the Board of Directors (since 2017 AGM) 0

0

Ulmer Werner Member of the Board of Directors 7,500

7,500

Millioud Antoine CEO 1,000

1,000

Wagner Eric COO 7,000

7,000

Furrer Bernhard CFO 1,970

1,970

OPTION PLAN FOR MANAGING DIRECTORS In 2017, managing directors of aventron AG were allocated 62,064 options with an issue value of CHF 51,575 as performance-related compensation for the 2016 financial year. As at the end of 2017, 112,775 options with an issue value of CHF 92,192 were being held.


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Financial report | Annual financial statements of aventron AG

APPROPRIATION OF PROFITS

CHF thousand

The 2017 annual financial statements of aventron AG close with an annual profit of 7,631

Carryforwards from the previous year amount to -21

The freely disposable portion of the reserves from capital contributions amounts to 226,505

The General Meeting can dispose of 234,115

The Board of Directors proposes the following distribution from reserves from capital contributions following reclassification to unappropriated reserves to the General Meeting: (CHF 0.23 per share)

7,844

Balance carried forward 226,271

Münchenstein, 12 March 2018 aventron AG The Board of Directors

Financial report | Annual financial statements of aventron AG

AUDITOR’S REPORT

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CONTACT DETAILS AND LEGAL NOTICE

PUBLISHER AVENTRON AG

TEXT EDITOR/REALISATION AVENTRON AG

PICTURE CREDITS AVENTRON AG; ZVG

REALISATION/PRINT DRUCKEREI SCHWABE AG, MUTTENZ

PAPER LESSEBO ROUGH BRIGHT, FISCHER

aventron AG Weidenstrasse 27 4142 Münchenstein 1, Switzerland TEL. +41 61 415 40 10 www.aventron.com

www.aventron.com

2017 ANNUAL REPORT - Aventron

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