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1 INTERIM REPORT JANUARY TO MARCH 2015

2 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 CONTENTS 02 CONTENTS TO OUR SHAREHOLDERS Phoenix Solar at a glance Group structure Letter to our shareholders Phoenix SonnenAktie INTERIM MANAGEMENT REPORT 1 Events and results in the first quarter Basis of the group General conditions Net assets, financial position and result of operations Forecast, opportunity and risk report CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED BALANCE SHEET CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED CASH FLOW STATEMENT SELECTED EXPLANATORY NOTES A. General information B. Accounting policies and consolidation methods C. Selected notes to the consolidated income statement D. Selected notes to the consolidated balance sheet E. Seasonal factors F. Segment report Affirmation by the legally authorised representatives FURTHER INFORMATION Financial calendar Editorials and contact Eventual rounding differences in the tables are due to arithmetic reasons.

3 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 PHOENIX SOLAR AT A GLANCE 03 PHOENIX SOLAR AT A GLANCE Company profile Phoenix Solar AG, which has its headquarters in Sulzemoos near Munich, is an international photovoltaic system integrator. The Group develops, plans, builds and operates largescale photovoltaic plants and is a specialist wholesaler for turnkey power plants, solar modules and accessories. With subsidiaries on three continents, the company has sold solar modules with an output of significantly more than one gigawatt since its founding. The shares of Phoenix Solar AG (ISIN DE000A0BVU93) are listed on the official market (Prime Standard) of the Frankfurt Stock Exchange. Financial Figures 01/01/ /03/ /01/ /01/2014 Change 31/03/ /03/2014 Revenues and results Sales MWp % Revenues k 4,947 37,908 6, % Domestic k , % International k 4,834 25,839 5, % Overall performance k 4,947 39,879 6, % EBIT k 2,595 1,063 2, % in % of revenues (EBIT margin) % %-Pts. Consolidated net income for the period k 3,526 1,225 3, % Orders on hand 1 k 131, ,674 2,944 4, % Balance sheet 1 Total assets k 31/03/ ,309 31/03/ ,104 45, % Equity k 4,468 53,465 1, % Equity ratio % % Return on equity % %-Pts. Phoenix SonnenAktie 1 No-par bearer shares units 31/03/2015 7,372,700 31/03/2014 7,372, % Closing price % Market capitalisation 1 k 15,763 10,248 31, % Earnings per share Basic Diluted Employees 1 Employees 2 heads % Employees 3 heads % Revenues per capita 3 k % 1 At end of the period 2 Number of employees (as of 31/03, including part-time and temporary staff) 3 Full-time equivalent, average of the period 01/01 31/03

4 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 GROUP STRUCTURE 04 GROUP STRUCTURE Locations and holdings as at 31/03/2015 SUBSIDIARIES 100 % Phoenix Solar S.L. Madrid, Spain 100 % Phoenix Solar E.P.E. Athens, Greece 100 % Phoenix Solar SAS Lyon, France 100 % Phoenix Solar America GmbH Sulzemoos, Germany 100 % Phoenix Solar Incorporated San Ramon, USA Phoenix Solar AG Sulzemoos, Germany 75 % 75 % Phoenix Solar Pte Ltd Singapore, Singapore Phoenix Solar Sdn Bhd Kuala Lumpur, Malaysia 70 % Phoenix Solar L.L.C. Muscat, Oman 100 % Phoenix Solar Fonds Verwaltung GmbH Sulzemoos, Germany OTHER HOLDINGS 100 % 11 special purpose entities (see Notes A.) 31.2 % Phoenix SonnenFonds GmbH & Co. KG B1 Sulzemoos, Germany

5 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 LETTER TO OUR SHAREHOLDERS 05 LETTER TO OUR SHAREHOLDERS Dear Shareholders, In recent weeks, we have dedicated ourselves to executing the program we laid out in my letter from the end of March. In the meantime, I have visited all of our subsidiaries around the world, some several times. I have had an intensive dialogue with our customers and cooperation partners, and in particular have done an in-depth review of our overall pipeline as well as many individual projects. My impression has been confirmed: Phoenix Solar is active in many of the world s most important solar markets, where demand for our systems and related services continues to grow. We are well positioned to take advantage of this growth. Newly acquired projects in the US will soon start construction, with the related volumes and margins to follow in this and the coming quarters. I can therefore confirm: we are very confident that we can achieve our 2015 goals. Our forecast remains at a net sales revenue of million with positive EBIT. The free order backlog (orders booked but revenue not yet recognized) at 90 MWp (megawatts peak). Of course, this does not mean that we can relax. On the contrary, there remains much work to be done! Please allow me to mention three important areas of focus: We continue to optimize our processes, above all in sales, where our principal goal is to develop the global pipeline and close projects profitably. We have made good progress in this area already, yet much remains to be done. We strive for a very systematic approach in design and execution to deliver reliable, high output solar power plants for our customers, on time and on budget. This reflects our ingrained engineering culture. There is no question that there is price and margin pressure in the markets. This means we continue to find efficiencies to remain competitive, for example in our global purchasing efforts and in developing relations further to key suppliers As one of the only remaining, truly global EPC companies (engineering, procurement and construction) we continue to reflect on ways to enhance our business model to ensure we can add value sustainably in changing markets all based around our core offering of systems up to 80 MWp We will leverage the momentum we currently have in our pipeline to generate reliable, sustainable growth. A strong team, good leadership, regular communications and a high-performance company culture are all important elements in our approach to the business. We remain confident in our turnaround and look forward to keeping you informed on our progress. Warm regards, Tim P. Ryan (Chief Executive Officer)

6 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 PHOENIX SONNENAKTIE 6 PHOENIX SONNENAKTIE STOCK MARKET ENVIRONMET Irrespective of the world s political hotspots, and despite the European sovereign debt crisis centred on Greece, demand for equities as the investment instrument currently delivering the greatest returns persisted on a broad basis. The indices parallel performance shows that the development of the market continues to be driven by injections from the central banks and not by corporate data. All Germany s major indices replicated the same price trend, reaching a low for the quarter on January 6 and peaking on March 16, Over the course of the first three months, the DAX and MDAX gained 24 and 22 percent respectively, while the SDAX and the TecDAX increased by around 17 percent. Having opened the year at 1,371 points, the TecDAX fell briefly to 1,361 points on January 6, and subsequently rallied to its high for the quarter at 1,674 points on March 16. The index closed at 1,615 points again on March 31. The Photovoltaik Global 30 as the sector s index also mirrored the general uptrend of the capital markets. Having started the year at points, the index initially fell to a temporary low for the quarter of points, a move followed by an uptrend which brought it to its peak for the quarter of points on March 24. It closed at around EUR on March 31, 2015 and subsequently fell to the course of April to points. SHARE PRICE PERFORMANCE Starting from a year-end price of EUR 1.55 in 2014, the Phoenix SonnenAktie (share of Phoenix Solar) gained around 38 percent in the first three months of the current year, thereby outperforming the TecDAX as the comparable index, as well as the other German indices. With the new Executive Board members taking up their office and members of the Supervisory Board purchasing shares, the share price reached its first high for the year at EUR 2.20 on January 10, The weeks that followed saw another dip in the share price, but it nonetheless remained above the threshold of EUR The ad-hoc announcement of March 26, 2015 affirmed the company s gradual success in translating its good market position into significant new business. The share price responded to the positive outlook, climbing to its highest level for the quarter of EUR 2.23 on March 27, The Phoenix SonnenAktie continued to gain ground after the end of the reporting quarter. Prompted, among other things, by the take-up of shares by a new major shareholder, the share price doubled briefly compared with the end of the quarter, and then declined slightly again thereafter. On April 30, 2015 the share price stood at EUR Aside from the stock market development in general and the solar sector in particular, the future share price performance will largely depend on the news released by Phoenix Solar AG. The market capitalisation of Phoenix Solar AG stood at EUR 15.8 million on March 31, 2015 (December 31, 2014: EUR 11.4 million). In terms of its trading volume (XETRA), the share s daily turnover averaged 15,577 units in the first three months of the financial year 2015.

7 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 PHOENIX SONNENAKTIE 07 Price performance of the Phoenix SonnenAktie versus TecDAX (01/01/ 31/03/2015) % /12/ /01/ /01/ /01/ /01/ /02/ /02/ /02/ /03/ /03/ /03/ /03/ /03/2015 Highest Price (27/03/2015): Lowest Price (02/01/2015): 1.63 Phoenix SonnenAktie TecDAX SHAREHOLDER STRUCTURE According to the definition of Deutsche Börse AG, 100 percent of the shares of Phoenix Solar AG are in free float. INVESTOR RELATIONS The Executive Board presented the results of the financial year 2014 to analysts and investors on March 31, 2015 on the occasion of a telephone conference.

8 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 PHOENIX SONNENAKTIE 08 Key data 2014 Q Q Number of shares outstanding 1 No. 7,372,700 7,372,700 7,372,700 Market capitalisation 1 11,435,058 15,762,833 10,248,053 31,702,610 Closing price (Xetra) Highest price (since 01/01/2012) Lowest price (since 01/01/2012) Trading volume (Xetra) 4 No. 8,260, ,942 4,122,549 4,333,023 28,550,607 2,003,093 10,840,110 18,114,167 Earnings per share At the end of the period 2 Basic earnings per share 3 Diluted earnings per share 4 Accumulated through to the reporting date of the reporting quarter Share fact sheet International Securities Identification Number (ISIN) DE000A0BVU93 Securities ID No. (WKN) Symbol Class of shares A0BVU9 PS4 No. of shares outstanding as of 31/03/2015 7,372,700 No-bar bearer shares Share capital as of 31/03/2015 EUR 7,372,700 Transparency level Market segment Stock exchanges Sector/sub sector Indexes Financial year closing date Accounting standards Prime Standard Regulated Market Xetra, Frankfurt am Main (Prime Standard), Munich (M:access), Stuttgart, Berlin, Düsseldorf, Hamburg, Hanover Industrial Products & Services/Renewable Energies CDAX, Prime All Share, Technology All Share, various sector and sub sector indices of Deutsche Börse AG 31 December IFRS Initial date of stock exchange listing 18/11/2004 Designated Sponsor Oddo Seydler AG

9 INTERIM MANAGEMENT REPORT ON THE IFRS FINANCIAL STATEMENTS FOR THE REPORTING PERIOD FROM 1 JANUARY TO 31 MARCH 2015 OF PHOENIX SOLAR AKTIENGESELLSCHAFT, SULZEMOOS 1 Events and results in the first quarter Basis of the group General conditions Net assets, financial position and result of operations Forecast, opportunity and risk report... 18

10 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT 10 1 EVENTS AND RESULTS IN THE FIRST QUARTER Phoenix Solar AG generated EUR 4.9 million of consolidated revenues in the first quarter of its 2015 financial year, reflecting a fall of 24.8 percent compared with the first quarter of The decline had been anticipated as the current year does no longer contain revenues from the relinquished O&M business in Germany and because the newly acquired projects in the USA are currently in their initial phases. The loss before interest and taxes (EBIT) stood at EUR million (EBIT Q1/2014: EUR million). We recorded a consolidated net result for the period attributable to shareholders of EUR million (2014: EUR million). The loss per share decreased to EUR 0.46 (loss in Q1/2014: EUR 0.49). Sales activities, which were intensified further, especially in the USA, fed through to notable successes in the course of the first three months of Overall, project orders with a total scope of more than 50 MWp were acquired in quick succession. Significant portions of the planned Group sales revenue for the full 2015 year have thereby already been contractually secured through orders during the course of the first quarter. Significant revenues resulting from the large order book position are being expected beginning in the second quarter and increasingly in the second half of the 2015 financial year. Olaf Laber stepped down from the Executive Board of Phoenix Solar AG on 31 January The Supervisory Board thanked him for his performance in managing the subsidiaries in Europe and the Middle East region, for establishing the sales operations in the USA, as well as for his contribution to establishing new business models in Germany. This latter, central area of activities could not be continued as planned due to business trends and the Group s results, and was discontinued during the fourth quarter of After the end of the quarter no events occurred which are likely to have a significant impact on the Group and its consolidated assets, financial position or results of operations.

11 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT 11 2 BASIS OF THE GROUP As a globally operating photovoltaic system integrator, Phoenix Solar plans, builds and operates large photovoltaic power plants. To a lesser extent, it is also a specialized wholesaler of complete solar power systems, solar modules and accessories. This orientation is reflected in the operations of the Power Plants and Components & Systems segments. This division of business is also generally replicated in the subsidiaries, subject to local adjustments. The US subsidiary is active only in the project business, for instance. In addition to supplying individual components for photovoltaic plants, the Components & Systems segment also develops tailored system solutions, provides planning support, and offers logistics and other services. This segment s customers include resellers and installation companies. Our range of products and services in our Power Plants segment includes the requisite planning services and turnkey construction of the complete photovoltaic plant. This area of the value chain in which Phoenix Solar AG specializes is referred to within the sector as EPC (Engineering, Purchasing and Construction). In this context, we prioritise detailed execution planning that is oriented to high plant profitability, and the agreement of defined step payments by the client depending on progress of construction. Once the user has accepted the completed system, and it has been transferred to the user, we are also happy to manage subsequent operation and maintenance (O&M). We supplement this range of products and services through other services, particularly in the USA. We also support our customers in the coordination, securing and realisation of the necessary financing, as well as in dealing with complex formal approval procedures. Besides private individuals, the Power Plants segment s customers include energy utility companies, and small and large companies from trade, industry and commerce. Other target customers include institutional investors that are setting up investment fund models, or that hold large-scale photovoltaic plants in their own portfolios. In the range of our service offerings we can refer to our year long experience and a track record of delivery on-time and on-budget in almost every project we carried out. From perspective of the Group business success largely depends on along with high technical expertise and a thorough understanding of customer benefits strong determination in our global sales efforts. We continue to optimize our processes, above all in sales, where our principal goal is to develop the global sales pipeline and close projects profitably. Thus we expect to generate further improvements of efficiency and quality. This business model enables Phoenix Solar to cover all sizes of grid-connected photovoltaic systems, from rooftop systems with a small peak output of one kilowatt (kwp) mounted on private homes to large power plants of up to 50 MWp. Since Phoenix Solar operates in the market as a manufacturer-independent photovoltaic system integrator, research and development do not comprise core functions of the company. No research and development expenses are incurred at all, or only to a very limited extent.

12 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT 12 3 GENERAL CONDITIONS In each of our individual markets, demand for our services depends to a great extent on whether private individuals and entities, the public sector, and private companies are prepared to invest in photovoltaic systems. Maintaining secure, affordable and sustainable electricity supplies for a growing global population, or even just establishing such supplies in the first instance, can be generally regarded as one of the major challenges confronting the world. Global demand for electrical energy doubled over the period from 1990 to 2012, and continues to rise. Photovoltaics brings its benefits to bear in satisfying this growing demand: solar electricity is climate neutral and can be generated locally, including in small units with minimal input. Photovoltaics capacity will increase almost sevenfold from 136 GWp in 2013 to 930 GWp by 2040, then contributing around 3.2 percent of the output required for global electricity consumption, at around 1,290 TWh in the most probable scenario contained in the World Energy Outlook 2014, and its contribution will then amount to even as much as 15 percent when calculated as peak generation s share of peak demand. The financial and economic aspects of the propensity to invest in photovoltaics first concerns the question of the extent to which investors can rely on general conditions on local energy markets providing sufficient legal and planning security. Assuming that this is the case, the returns generated by photovoltaic systems then become decisive. In turn, such returns depend on various factors. The investment expense, in other words, the level of capital employed, is directly associated with how much the modules and other components cost. If the capital required is borrowed, financing conditions also affect returns. Depending on market conditions, earnings generated may depend on the feed-in tariffs granted or selling conditions. Tax relief is granted in some places. As the consumption of solar electricity generated by individual households is now much cheaper in many places than buying from local energy utilities, the savings made, in other words, the difference between the cost of producing and of buying energy, is becoming increasingly important. 3.1 PURCHASING MARKETS AND PRICE TRENDS Following sharp declines in 2011 and 2012, the prices of solar modules have now largely stabilized. Prices for mono crystalline solar modules averaged unchanged at around EUR 0.64 per Watt at the end of the quarter polycrystalline modules as well as those of Chinese origin cost EUR 0.55 on the German spot market. do not anticipate any significant moves up or down within a certain fluctuation range for the foreseeable future. On the basis of this module price level, it can consequently be assumed that photovoltaic plant construction will remain possible at costs that make their operation viable before taxes and levies.

13 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT SALES MARKETS In the annual report on the financial year 2014, a detailed description was given of the framework conditions in our sales markets. In comparison with these explanations, only the following changes have essentially taken place. USA: The US administration has announced to extend the tax relief at federal level (Investment Tax Credit, ITC), beyond the previous end-date. In an address at the beginning of the second quarter President Obama has also confirmed that the government appreciates the important contribution of photovoltaic to the US economy and indicated his intention to implement among other measures training programs for more workers to enter the workforce within the solar industry. Greece: The long expected and discussed net metering regulation has now come into force. It is being expected that this improvement will revive the Greek market. We shall attempt to capitalize on new opportunities by implementing the respective measures in marketing and sales. Spain: A recently passed act to make the Spanish islands independent of electricity supplies from the mainland may open up new opportunities for our Spanish subsidiary which is focusing its sales efforts in this direction.

14 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT 14 4 NET ASSETS, FINANCIAL POSITION AND RESULT OF OPERATIONS 4.1. RESULT OF OPERATIONS In the course of the first quarter of 2015, Phoenix Solar was awarded a number of contracts for the engineering and construction of utility-scale photovoltaic power plants in particular in the USA as a core market totaling over 50 MWp. Among these projects are a greenfield installation of approximately 22 MWp for a globally active project developer, another greenfield power plant of around 27 MWp as part of one of the largest programmes for renewable energies in Georgia, as well as a 5.8 MWp power plant for the University of Illinois. The order book position net of invoiced orders now stands at 89.7 MWp. In line with expectations, the revenues of Phoenix Solar AG in the first quarter of 2015 fell short of the level posted in the previous year s quarter due to the discontinuation of the O&M business in Germany. Earnings before Taxes and interests (EBIT) decreased by EUR 0.4 million corresponding to 16.4 percent to EUR million (Q1/2014: EUR million). 4.2 ANALYSIS OF REVENUES The Phoenix Solar Group generated revenues of EUR 4.9 million in the first quarter of 2015 (Q1/2014: EUR 6.6 million), which corresponds to a decline of EUR 1.6 million, the equivalent of 24.8 percent, in a year-on-year comparison. Consequently, the first quarter of 2015 also saw sales drop to 4.8 MWp, down 1.2 MWp, or 20.0 percent, compared with the year-earlier quarter (Q1/2014: 6.0 MWp). This decline was largely attributable to lower sales volumes in Asia/Pacific and the Middle East. Of this revenue, 2.3 percent (Q1/2014: 11.7 percent) was accounted for by domestic business and 97.7 percent (Q1/2014: 88.3 percent) by international business. The international subsidiaries contributed a share of 97.7 percent (Q1/2014: 84.0 percent) to consolidated revenues. The strong growth in international business is due first and foremost to the strategic realignment in Germany. The Components & Systems segment achieved revenues of EUR 2.4 million in the first quarter of 2015 (Q1/2014: EUR 4.9 million), representing a downturn of 50.1 percent compared with the year-earlier figure, which was mainly due to temporarily lower sales by our Singapore subsidiary. The Power Plants segment delivered revenues of EUR 2.5 million (Q1/2014: EUR 1.7 million), reflecting an increase of 48.6 percent. This upturn results primarily from the start of projects in the USA and Singapore. In relation to total revenues in the quarter, the Components & Systems segment therefore accounted for 49.3 percent (Q1/2014: 74.3 percent) and the Power Plants segment for 50.7 percent (Q1/2014: 25.7 percent).

15 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT 15 Consolidated revenues are attributable to the sales regions as follows: Revenues by region Q1/2015 Q1/2014 Domestic 0.1 mn 2.1 % 4.9 mn Europe 2.2 mn 44.9 % USA 1.1 mn 22.4 % Asia 1.5 mn 30.6 % 6.6 mn Domestic 0.8 mn 12.1 % Europe 2.2 mn 33.3 % USA 0.3 mn 4.6 % Asia 3.3 mn 50 % 4.3 ORDER BOOK POSITION In previous reports we primarily discussed orders on hand including already invoiced portions. In order to improve transparency we shall report primarily on the free order backlog (net of invoiced orders), beginning this quarter. This includes orders on hand which are secured by contracts but have not yet been invoiced. Simply speaking the free order backlog is an indication of future revenues. As of March 31, 2015 we recorded a consolidated free order backlog (net of invoiced orders) of EUR million (March 31, 2014: EUR 2.9 million). Significant portions of the planned Group revenue for the full 2015 year have thereby already been contractually secured through orders during the course of the first quarter. In the Power Plants segment the free order backlog grew to EUR million (March 31, 2014: EUR 2.0 million), representing an increase by EUR million. This includes a major order received in 2014 as well three additional large orders which were signed in the course of the first quarter of The Component & Systems segment on the other hand recorded a decrease in its free order backlog by EUR 0.8 million or 85.4 percent to EUR 0.1 million (March 31, 2014: EUR 0.9 million). The previous year amount included a high order book position at our French subsidiary. Total orders on hand (including invoiced orders) as of March 31, 2015 stood at million (March 31, 2014: 62.2).

16 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT TRENDS IN KEY INCOME STATEMENT ITEMS Other operating income: In the first three months of 2015 other operating income was EUR 0.9 million less than in the comparable period of the previous year (Q1/2014: EUR 1.5 million). In the first quarter of 2014 we recorded high gains from the reversal of provisions for doubtful debts as well as gains from the deconsolidation of the subsidiary in Italy. This income comprises mainly around EUR 0.4 million of electricity revenues from the company s own photovoltaic systems, and the proceeds from a favorable appellate decision in an amount of EUR 0.3 million. Cost of materials/gross profit: Cost of materials decreased in the course of the first quarter of 2015 more than revenues by 11.9 percent to EUR 4.1 million (Q1/2014: EUR 4.6 million). This corresponds to a gross profit of EUR 0.9 million or 18.0 percent of revenues (Q1/2014: EUR 2.0 million equaling 30 percent of revenues). The decrease of the gross margin can be traced back to the discontinuation of our Germany based O&M business which used to contribute comparably higher margins. Personnel expenses: As of March 31, 2015 Phoenix Solar employed 87 staff at Group level (March 31, 2014: 119) (excluding Executive Board members, though including temporary staff), of which 85 were permanent employees (31 March 20143: 113). This reduction in personnel arose mainly in connection with the disposal of the O&M business at our location in Ulm, Germany, as well as the discontinuation of our new domestic business models. In the first quarter of 2015, personnel expenses stood at EUR 2.3 million (Q1/2014: EUR 2.6 million). The decline is largely attributable to the disposal of the O&M business and the staff reduction due to the discontinuation of our new business models. However, due to the downturn in revenues, the personnel expenses ratio (proportion of personnel costs measured against sales revenues) climbed to 47.1 percent in the first quarter from 40.1 percent. Depreciation and amortisation: Write-downs of intangible assets and property, plant and equipment remained virtually unchanged at EUR 0.4 million over the period from January to March 2015 (Q1/2014: EUR 0.4 million). Other operating expenses: Other operating expenses declined by EUR 1.0 million, corresponding to 37.7 percent, to EUR 1.7 million in the first three months of 2015 (Q1/2014: EUR 2.7 million). Almost all other expenses positions could be reduced with the largest decreases occurring in legal and consulting expenses as well as provisions for doubtful debts. Earnings before interest and taxes (EBIT): Due to the aforementioned developments, EBIT posted EUR million in the first quarter of 2015 (Q1/2014: EUR million) and, despite the decline in revenues and gross profit was only 16.4 percent lower than in the comparable period of the previous year. Financial result: The financial result for the first three months of 2015 amounted to EUR (Q1/2014: EUR - 1,3 million). Financial income was up by 0.1 million as compared to the first quarter of 2014 due to interest income resulting from the favorable appellate decision. Financial expenses decreased by EUR 0.3 million mainly due to reduced commissions and financing costs.

17 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT 17 Tax rate: Accounting tax income of EUR 0.01 million arose during the January to March 2015 period (Q1/2014: tax expense of EUR 0.01 million). Accordingly, the tax rate amounted to 0.3 percent (Q1/2014: percent). Consolidated result: In spite of the lower revenue and gross profit figures, the consolidated net loss that is attributable to the parent company shareholders improved during the first quarter of 2015 to EUR million (Q1/2014: EUR million). Calculated on an average number of 7,372,700 shares, basic earnings per share stood at EUR - 0,46 EUR (Q1/2014: - 0,49 EUR). Since no material dilutive effects existed as of March 31, 2015, only a slight difference occurs between diluted earnings per share and basic earnings per share. 4.5 ASSETS AND FINANCIAL POSITION Structure of assets and capital: The total assets of the Phoenix Solar Group stood at EUR 44.3 million on March 31, 2015 (December 31, 2014: EUR 45.2 million), down 2.1 percent, which corresponds to a decline of EUR 0.9 million. Noncurrent assets decreased only slightly by EUR 0.1 million to EUR 17.8 million (December 2014: EUR 17.9 million). Current assets declined to EUR 26.5 million, down by EUR 0.8 million (31 December 2014: EUR 27.3 million). This predominantly reflected a drop of EUR 2.0 million in customer receivables (receivables deriving from long-term construction contracts and trade receivables) to EUR 9.4 million (December 31, 2014: EUR 11.4 million). By contrast other financial and non-financial assets rose by 0.6 EUR million to EUR 10.6 million (December 31, 2014: EUR 10.0 million) while cash and cash equivalents increased by EUR 0.4 million to EUR 3.5 million (December 31, 2014: EUR 3.1 million). Inventories increased by EUR 0.1 million to EUR 2.1 million (December 31, 2014: EUR 2.0 million). Primarily as a result of the consolidated net loss of EUR 3.4 million, the Group s equity fell to EUR - 4,5 million (December 31, 2014: EUR - 1,6 million). Accordingly, the equity ratio was down from percent to percent. As the Group does not constitute a legally independent company in itself, this negative equity ratio generates no direct going concern risk for the Group. Solely the equity of Phoenix Solar Aktiengesellschaft (which prepares its accounts according to the German Commercial Code [HGB]), as the parent company of the Phoenix Solar Group, is of legal relevance. This amounted to EUR 9.3 million as of March 31, 2015, equivalent to a 16.7 percent equity ratio (December 31, 2014: EUR 11.0 million, equivalent to a 20.0 percent equity ratio). Noncurrent liabilities and provisions increased by EUR 2.7 million to EUR 42.0 million (December 31, 2014: EUR 39.3 million) mainly due to the preparations for the new projects in the USA. Trade liabilities (liabilities from long term construction contracts and trade payables) by contrast were down EUR 0.1 million to EUR 2.7 million (December 31, 2014: EUR 2.8 million). Other liabilities (financial and non-financial decreased by EUR 0.5 million to EUR 2.7 million (December 31, 2014: 3.2 million EUR), while tax liabilities were reduced by EUR 0.1 million and amounted to EUR 0.0 million (December 31, 2014: EUR 0.1 million). Cash flow from operating activities: The cash outflow from operating activities continued to be negative but improved slightly in the course of the first three months of 2015 amounting to EUR million (Q1/2014: EUR - 2,6 million). The negative cash flow results primarily from the net loss for the period.

18 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT 18 Cash flow from investing activities: The cash outflow from investing activities for the first three months of 2015 was almost EUR 0 million (Q1/2014: EUR - 0,5 million). Cash flow from financing activities: Cash flow from financing activities amounted to EUR 2,8 million in the first quarter (Q1/2014: EUR - 2,6 million), mainly due to a higher utilization of credit lines. 5 FORECAST, OPPORTUNITY AND RISK REPORT Risk policy: As an internationally operating company, the Phoenix Solar Group is exposed to a wide variety of risks. Our risk policy is therefore geared to ensuring the continued operation of Phoenix Solar as a going concern and to sustainably increasing the company s value. In line with these principles, all business decisions are only taken after in-depth risk analysis and evaluation. As achieving business and financial success and profitability necessarily entails both opportunities and risks, our risk strategy takes both elements into account. This means that we enter quite intentionally into manageable and calculable risks in the area of our core competencies, if they lead to the expectation of appropriate returns. Risks in other areas are to be avoided, as a matter of principle, with no decision or action being allowed to enter a going concern risk. A detailed explanation of the risk management system and the opportunities and risks can be found in the Group Management Report on the financial year 2014, to which explicit reference is made here. Opportunity and risk management system: The Group s risk and opportunity management system is designed to identify individual risks, to present them in a transparent manner, and to determine ways of managing them appropriately. Aside from going concern risks, we also monitor the activities, events and developments that could have a significant influence on future business success and profitability. The corresponding goals and procedures, and the division of responsibilities within the risk management system, are documented in the risk management handbook of Phoenix Solar AG. A group of risk officers appointed to key functions utilize a standardized risk inventory list in order to report existing, newly identified and potential risks to the risk manager on a regular basis. Each individual risk is classified according to the criteria of event risk and potential loss amount. In addition, the risk officers define countermeasures to exert a positive influence on the aforementioned parameters. The risk manager analyses, assesses and documents all such risks at regular intervals (generally on a monthly basis), and informs risk officers at regular risk committee meetings. The Chief Financial Officer of Phoenix Solar AG currently carries out the role of risk manager. At the risk committee meetings, the risk manager reviews both the risk assessment and related countermeasures. If the expected potential loss from aggregated risk reaches a certain a critical threshold, the risk manager also informs the Supervisory Board about the Group s current risk position. To the extent that it is available and financially viable, insurance cover has also been taken out to keep the financial effects of a potential loss as low as possible. The extent and amount of such insurance policies are reviewed continuously.

19 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT SUMMARY OF THE RISK POSITION In the estimation of the Executive Board and to the best of our current knowledge, the risks to which we are currently exposed are manageable. The Phoenix Solar Group was not jeopardized by any going concern risk as of the date when this report was prepared. This assessment applies to both the individual companies and the Group. In the context of our risk management system, only two specific risks continue to be classified as significant, namely the risk pertaining to the financing of the Group, and the risk arising from sales and project business in other countries. Further consideration of the two risks has resulted in each of them being classified as moderate. 5.2 ASSESSMENT OF THE INDIVIDUAL RISKS For the description of the individual risks listed below, we make reference to the Group Management Report on the financial year Overview and assessment of the individual risks Risk category Classification Impact on occurrence Probability of occurrence Potential loss amount Monitored by way of Group financing significant high low moderate Risk management system Liquidity low high low low Daily Monitoring International sales and project business significant moderate moderate moderate Management reviews Political and regulatory factors of influence moderate low moderate low Management reviews Market, competition and external factors of influence low moderate low low Management reviews Procurement and inventories low low low low Risk management system Currency risks moderate moderate moderate low Risk management system Other risks low moderate moderate low Risk management system

20 PHOENIX SOLAR AG INTERIM REPORT JANUARY TO MARCH 2015 INTERIM MANAGEMENT REPORT FORECAST Following the plunge in revenues in the 2014 financial year, the Executive Board and the management assumes that it will be possible to return to achieving significant revenue growth again in the 2015 financial year based on the company s current structure and positioning, as well as given the process of implementing strategic approaches in the coming years. Our free order book position already amounts to a multiple of our consolidated revenues in the 2014 reporting year. We expect therefore that a return to significant revenue growth within the Group can be realized in the 2015 financial year. This would correspond to a range between EUR 140 million and EUR 160 million. This will prospectively necessitate sales of between 160 MWp and 180 MWp. These assumptions are based on the current planning data as provided by our subsidiaries which are being reviewed by the Executive Board on a tight regular basis in the Management Reviews. On the cost side, we will prospectively see an improvement compared with the levels of the 2014 financial year due to the further reduction in the workforce as well as reduced other operating expenses, especially as we currently expect no extraordinary charges. Given this, we assume that we can generate earnings before interest and taxes (EBIT) of between EUR 1 million and EUR 3 million (2014: EUR million). Sulzemoos, May 7, 2015 Tim P. Ryan Manfred Hochleitner Dr. Murray Cameron (Chief Executive Officer) (Chief Financial Officer) (Member of the Executive Board) The quarterly financial statements and the interim report have not been reviewed or audited in accordance with Section 317 of the German Commercial Code.

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