Green Bonds Turning Red Hot

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1 Q 2014 Green Bonds Turning Red Hot 2014 is shaping up to be a market defining year for green bonds. The value of green bond issuances year-to-date through September 30, 2014, at $28.6 billion, surpasses all of what was issued in was itself a record year with more issuances than 2011 and 2012 combined. Value of Green Bond Issuances by Issuer 1 $1.5 $3.7 Source: Bloomberg New Finance $11.2 $ YTD Asset Backed Corporate Development Banks Government Green bond borrowers in 2014 have an increasingly diverse range of mandates and motivations. In March, the UK consumer products company Unilever raised GBP 250 million, in May, the French utility GDF Suez raised EUR 2.5 billion, in March, the Japanese automotive manufacturer Toyota raised $1.75 billion, and in June, the US real estate managers Regency Centers and Vornado Realty issued $250 million and $450 million, respectively. In a change from years past, issuers are equally likely to be corporate companies as they are to be development banks. The rapid growth witnessed in the green bond market during 2014 may seem to have come from nowhere but in the broader context of institutional investing, it should not come as a surprise. As with most stories about hot financial markets, a rise in supply can be traced to a rise in demand. A growing number of institutional money managers are allocating a portion of their portfolios to strategies which favor environmentally conscious investment strategies. There is growing recognition that climate change can present a material risk to future investment returns if exposures are not properly understood. Companies, for which high carbon producing technologies, processes or projects represent an inflexible component of operations, face existential risks from dwindling fossil fuel reserves and anti-carbon regulation. Leading up to the September 23, 2014 UN Climate Summit, 347 institutional investors representing over $24 trillion in assets issued a joint statement calling for government leaders to provide stable, reliable and economically meaningful carbon pricing that helps redirect investment commensurate with the scale of the climate change challenge. This is just one example of a growing chorus of stakeholders committing themselves to greater carbon transparency, a movement away from carbon intensive investments and asking for clearer guidance on how to decarbonize investment portfolios. From September 2014 more than 1,000 UK listed companies will have to report annual carbon emissions; the EU has developed an accounting directive that will require more than 6,000 companies to report on environmental factors from 2016; and 70% of companies in the S&P 500 voluntarily provide climate risk data to the non-profit, Carbon Disclosure Project (CDP). CDP shares this information with 767 institutional investors representing more than $92 trillion in assets. Growth of Carbon Disclosure Project Investor Signatories Signatories AUM ($ in Trillions) $100 $90 $80 $70 $60 $50 $40 $30 $20 $10 $0 35 $ Source: Carbon Disclosure Project $10 $21 $31 $41 $57 $55 $64 $71 $78 $87 $92 Even with increasing disclosure of environmental risks among corporations, green bonds stand out for their ability to draw a clear line around use of proceeds for environmentally friendly investments. This unique feature, combined with a high demand for yield in a low interest rate environment has resulted in many 2014 green bond issuances being two to three times oversubscribed. Investor demand for green bonds will incentivize corporations to prioritize climate friendly investments CDP Investor Signatories Assets Under Management CDP Investor Signatories 1 Excludes bonds tied to specific projects. 1

2 Purpose and Approach to Verification of Select Corporate Issuances Source: Green Bonds update more bonds, more support for standards Societe Generale Issuer Sector Country Amount Purpose Verification Unilever Consumer UK / Netherlands 250mm "Unilever has worked with DNV GL, an independent leading environmental leading environmental consultancy, consultancy, to develop to a develop Green Sustainability a Green Bond Sustainability framework, Bond based framework, on the Green based Bond the Principles. Green Bond This framework, Principles. This which framework, is based on which the Unilever is based Sustainable on the Unilever Living Plan, Sustainable provides Living clarity Plan, and provides transparency clarity around and transparency the use of around the use of proceeds. It inlcudes a set of clearly proceeds. defined criteria It includes on GHG a set emissions, of clearly water defined use criteria and waste on GHG emissions, disposal for water the projects use and selected; waste disposal and outlines for the projects a yearly selected; reporting and structure outlines to a provide yearly reporting full traceability structure of to the provide funds. full traceability of the funds." selection: DNV GL Annual funding certification: DNV GL Toyota Financial Services Auto Finance US US$1.75bn "Proceeds of the TFS Green Bond will be used to fund new retail finance contracts and and lease lease contracts for for Toyota Toyota and and Lexus vehicles that meet meet specific criteria, including including powertrain, fuel efficiency powertrain, fuel efficiency and emissions. and emissions. There There are currently are currently nine vehicles in the Toyota and Lexus porfolio of green vehicles nine vehicles in the Toyota and Lexus that qualify. portfolio of green vehicles that qualify." No external verification GDF Suez Utility France 2.5bn "The funds of of this bond issue will be used to finance the Group s growth not only in in renewable energy projects such as wind as wind farms farms and and hydroelectric hydroelectric plants, plants, but also but also in in energy energy efficency efficiency projects projects such as such remote as remote (smart) (smart) metering metering and and the construction the construction of integrated of integrated district district heating heating networks networks powered by low-emission biomass plants. powered by low-emission biomass plants." selection: Vigeo Annual funding certification: GDF Auditors Regency Centers REIT US US$250m $250mm "Net proceeds will be used to fund...eligible Green Projects, including the acquisition, construction, development or or redevelopment of these projects" to LEED standards. selection: internal (LEED standard targets) Annual funding certification: PWC Vornado Realty Real Estate US US$450m $450mm "The net proceeds of the offering of the notes will be used to fund, in whole or in part, Eligible Green Projects, including the development the developement and and redevelopment of such of projects..." such projects to any to any level of LEED standards selection: internal (LEED standard targets) Annual funding certification: "an independent accountant..." As the green bond market heats up, many are asking with growing uncertainty; what qualifies as a green bond? Today, the answer depends on who you ask. Can green bonds be used for carbon capture alongside a coal power plant; for unconventional natural gas extraction; for the development of nuclear power? Third party organizations have emerged to offer independent certifications. Two of these, the Center for International Climate and Environmental Research in Oslo (CICERO) and the Paris-based Vigeo reviewed 59% of green bonds by value in 2013 and Over the same period, 39% of issuances by value were issued with no independent review at all. Of those issuances listed at the beginning of this article, a number of approaches to certification have been taken. Standard products are needed for a functioning market. On September 18, 2014 a coalition of 118 civil society groups published an open letter to the Secretary-General of the United Nations, urging that body to ensure that the green bond market remains truly green. The coalition recommended four points to avoid greenwashing: 1) The exclusion of dirty energy: green bonds should not finance dirty energy such as fossil fuels, nuclear energy, destructive dams, waste incineration or harmful biomass or forestry projects 2) Safeguard the environment and affected communities: green bond-funded projects must adhere to high social and environmental standards 3) Transparency and reporting: Green use of bond proceeds must be reported transparently and publicly through the lifetime of the bond 4) Guaranteed use of proceeds: the proceeds of green bonds must be used for their intended purposes 2

3 While we agree that greenwashing is a serious concern, we also believe the green bond market must strike a balance between certification requirements so strict that acceptable uses of proceeds can t be found and so relaxed that bonds no longer serve the purpose of diversifying climate risk for investors. A unifying criterion that provides for shades of green comparable to what credit rating agencies provide for risk of default would allow investors to build a portfolio that fits their needs. The green bond market remains just a fraction of the $80 trillion global bond market. With the right nurturing it offers tremendous potential for transferring the cost of sustainable investing from public to private capital providers. Equity Market Context Sustainable Infrastructure vs Broad Equity Market In 2Q 2014, Sustainable Infrastructure equities continue to outperform the broader market, although the performance gap has narrowed slightly in the middle of the quarter. 120% 120% 115% 115% 110% 110% 105% 105% 118% 14 percentage points outperformance 104% 100% 100% 95% 95% 90% 90% Jan-14 Apr-14 May-14 Apr-14 Feb-14 Mar-14 May-14 Jun-14 Jun-14 GCA Sustainable Infrastructure Index MSCI The World Index LTM Performance by Subsector Fuel Cells / Clean Technologies 281% 154% Transportation Solar - Downstream Solar - Upstream Solar - Midstream 96% 90% 85% 81% Solar Equipment / Systems Storage Environmental Services Renewable Power Generation Pollution Control Lighting Water Biofuels / Bioproducts Materials Demand Side Management S&P % 46% 33% 33% 31% 30% 26% 21% 14% 12% 22%

4 M&A Market 2Q 2014 M&A activity has been heavily concentrated in North America, although Asia Pacific and Central and South America account for more volume than they did in 1Q There are no extremely large transactions in this quarter, although the 12% general trend 12% skews towards mid-size transactions rather than smaller deals. 2Q M&A Activity By Target Geography By Target Subsector Transaction Volume ($mm) $7,344 North America 70% North APAC America 7% 70% Central and South America 7% EMEA APAC 7% Central and South America 7% EMEA # of Transactions 29 Transactions > $250mm 6 Source: Clean Pipeline 46% Other Hydro 17% 10% 46% Transport 11% Other Hydro 17% 10% Transport 11% 2Q Top M&A Deals Announced Date Announced Target Acquiror Transaction Value ($mm) 6/27/14 Guodian Liaocheng Biomass Power Co. Ltd. China Guodian Corp. $162 Biofuels 6/17/14 DONG Farm (210MW) Marubeni Corp., UK Green Investment Bank $399 5/30/14 Dobreve Energia SA CPFL Energias Renováveis S.A. $297 5/15/14 Government of Armenia Hydro Plants (405MW) Sector ContourGlobal LP $180 Hydro 5/5/14 Safe Harbor Hydro Plant (417MW) Brookfield Renewable Partners LP $613 Hydro 5/2/14 Statkraft Hydro Plants Hydro Plants (132MW) Oulun Energia, Vantaan Energia Oy, Turku Energia Sähköverkot Oy, Pori Energia Oy, Oulun Seudun Sähkö 5/1/14 Hilite International Inc. AVIC Electromechanical Systems Co. Ltd. $644 $326 Hydro Power Infrastructure Transportation 4/30/14 Nest Labs Google Inc. $3,200 4/22/14 Fisker Automotive Inc. Wanxiang Group $149 Transportation 4/7/14 Santa Cruz SA Acucar e Alcool Sao Martinho SA $142 Biofuels Source: Clean Pipeline 4

5 Financing Landscape Compared to 1Q 2014, IPO activity picked up in 2Q 2014 in terms of transaction numbers and volume than in the previous quarter. 2Q IPOs Pricing Date Issuer Sector 6/30/14 NextEra Partners LP 6/16/14 Aspen Aerogels Inc. New York Stock New York Stock Deal Value ($mm) Market Cap ($mm) Offer Price ($/share) Aftermarket (%) June-30 $406 $331 $ % $83 $136 $ % 6/12/14 Abengoa Yield Solar NASDAQ $721 $254 $ % 6/10/14 Wuxi Xuelang Environmental Technology Co. Ltd. Air and Environment Shenzhen Stock $48 $500 $ % 4/16/13 Next Solar Fund Ltd. Solar Main Market $118 $929 $ % 4/15/14 Lumenpulse Inc. 4/10/14 Fermentalg Food and Consumer Products 4/4/14 OPOWER Inc. Toronto Stock $91 $151 $ % Euronext Paris $56 $626 $ % New York Stock $116 $3,167 $ % Average $205 $ % Source: Clean Pipeline 2Q Private Placement Activity Air & Environ. 25% Solar 22% Private capital markets in 2Q 2014 continue to be dominated by small transactions, although there have been more variations in terms of subsectors represented. Transaction Volume ($mm) $2,412 # of Transactions 23 Transactions > $250mm 2 35% Other 10% Biomass 4% Misc. 4% Source: Clean Pipeline 5

6 2Q Top Private Placements Date Announced Target Acquiror Transaction Value ($mm) 6/30/14 Acciona Energia International KKR Kohlberg Kravis Roberts & Co. LP $567 6/25/14 Marius Pedersen AS Entreprenør Marius Pedersens Fond (Marius Pedersen Foundation) GCA Sector $327 Air and Environment 6/25/14 Net Japan Co. Ltd. ORIX Corporation $205 Air and Environment 6/25/14 SunRun Inc. Undisclosed $150 Solar 6/24/14 Sunnova Inc. Undisclosed $145 Solar 6/20/14 American Capital Company Hannon Armstrong Sustainable Infrastructure Capital Inc. (f.k.a. Hannon Armstrong Capital LLC) $107 6/19/14 Greenleaf Power LLC Undisclosed $100 Biomass 6/18/14 farm (24MW) - Maerdy Greencoat UK $90 6/16/14 Solar plant (37MW) - Kencot Hill Foresight Solar Fund Ltd. $84 Solar 6/11/14 farm (18.4MW) - Kildrummy, UK Greencoat UK $74 Source: Clean Pipeline. About GCA Our mission is to empower companies and investors who are creating a more efficient and sustainable global infrastructure. We are purpose-built to ensure that our clients achieve success. We have deeply experienced senior bankers and investment professionals who are sector experts and understand our clients industry and needs. We reach a vast global network of buyers, growth companies, asset owners and investors, and thereby provide clients with more ways to succeed through a deeper relationship network. We have directly relevant transaction experience which enables us to find creative structures and solutions to close transactions. We are an expert team of 35 professionals working seamlessly on our clients behalf in New York, Zurich and San Francisco and through strategic partnerships in Japan and China. Our team of experienced bankers and investment professionals provides conflict-free advice and thoughtful, innovative solutions, and we do so with an intensely focused effort that does not stop until our clients achieve success. Media Contact Caitlin Stevens T San Francisco New York Zürich with CITIC Securities Beijing with Sangyo Sosei Advisory Inc. Tokyo with CITIC Securities Beijing with Sangyo Sosei Advisory Inc. Tokyo 6

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