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1 INTERIM REPORT JANUARY TO JUNE 2014

2 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 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 half of the year Background information on the group General conditions Net assets, financial position and result of operations Guidance, 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, valuation 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... 45

3 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 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/ /01/ /01/2012 Change Revenues and results 30/06/ /06/ /06/2012 Sales MWp % Revenues k 12,069 68,413 84, % Domestic k 1,685 14,352 24, % International k 10,384 54,061 59, % Overall performance k 12,069 68,413 86, % EBIT k 3,335 3,842 14, % in % of revenues (EBIT margin) % < %-Pts. % Consolidated net income for the period k 6,277 16,501 6, % Orders on hand 1 k 9,106 66, , % Balance sheet 30/06/ /12/ /12/2012 Total assets k 53,037 67,758 92, % Equity k 1,403 7,464 17, % Equity ratio % PP % Return on equity % < < 100 %-Pts. PP Phoenix SonnenAktie 1 30/06/ /06/ /06/2012 No-par bearer shares units 7,372,700 7,372, % Closing price % Market capitalisation k 22,782 10,838 11, % Earnings per share Basic % Diluted % Employees Employees 2 Heads % Employees 3 FTE % Revenues per FTE 3 k % 1 At the end of the period (balance sheet data as of 30/06/2014 and 31/12/2013, respectively) 2 Number of employees as of 30/06/ including part-time and temporary staff 3 Full-time equivalent, average of the period 01/01/ 30/06/ Eventual rounding differences in the tables are due to arithmetic reasons.

4 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 Group structure 04 GROUP STRUCTURE Locations and direct and indirect holdings as per 30/06/2014 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 % 12 special purpose entities (see Notes A.) 31,2 % Phoenix SonnenFonds GmbH & Co. KG B1 Sulzemoos, Germany

5 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 LETTER TO OUR SHAREHOLDERS 05 LETTER TO OUR SHAREHOLDERS Dear Shareholders, We are anything but happy with the way our operations have been developing. Contrary to as recently as the first quarter, the news about our business is no longer in line with our expectations and plans. Even though basic business continues to run, large projects, such as the ones we had last year, have so far failed to materialise and this is what we need in order to achieve our ambitious goals. We have therefore been prompted to revise our baseline forecast downwards for the year as a whole, as communicated in our ad-hoc announcement dated 6 August Having carefully evaluated all the activities of our subsidiaries, we now anticipate that the Group s revenues may decline by around 35 to 50 percent in the financial year 2014 compared with This would correspond to a revenue corridor of between EUR 70 million and EUR 100 million (2013: EUR million). Based on these revenues and the proceeds from the sale of the O&M business, we will be able to generate EBIT of between EUR 0 million and EUR 3 million (2013: EUR million), which will nonetheless allow us to achieve breakeven in our operating result again. The second quarter brought the recognition that we were unfortunately exposed to a series of external factors on which we have little influence. All told, this resulted in the orders anticipated not being placed. On multiple occasions, our customers postponed projects they had committed to for various reasons, with a few projects being completely cancelled. Investors felt the effects of punitive tariffs imposed on Chinese modules on the profitability of their projects, particularly in the USA, and are on the lookout, like ourselves, for alternative procurement options. Our new business solution in Germany of offering standard packages for the owner-occupied segment was and will continue to be considerably hampered by the discussion about levies on electricity consumed by private households. We hear many customers and interested parties say that postponed does not mean cancelled. Our sales force has many more irons in the fire, and naturally the situation, above all in the USA, has prompted us to review our sales quality and initiate measures for further improvement. Once the reticence of investors has been allayed and contracts have actually been signed, we can expect significant business volume beyond the turn of the year. The following nonetheless holds true for our business as well: We cannot put the cart before the horse. What are the consequences of these developments for Phoenix Solar AG? First and foremost, we do not have any liquidity problems or any serious problems with our financing banks either. After all, the new forecast shows that we are operating very efficiently despite declining revenues. Our strategic alignment towards the international growth markets in Asia, the USA and increasingly in the Middle East also continues to prove correct the backdrop of our long-standing presence and reputation and our strong network of contacts in these regions. Do you have to worry about our equity? At this point, remembering that in legal terms the Group s equity is not relevant is important. The determinant here is Phoenix Solar AG as the parent company and, as you know, we carried out measures under corporate law to significantly strengthen its equity in the first half of the year. However, not even the strongest company can hold out indefinitely.

6 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 LETTER TO OUR SHAREHOLDERS 06 So, is the sale of our European O&M business an emergency measure? Absolutely not! Eighteen months ago, at the time when the project business in Germany was being discontinued, the question already arose as to whether the operation and maintenance services were now somehow suspended in a state of limbo. The likelihood of organic growth in Germany for our O&M business in Ulm had become extremely remote. The markets in southern Europe were visibly drying up, and our overseas subsidiaries have been required to build up this business line themselves anyway. With these considerations in mind, we decided last autumn to keep an eye out for companies which might be interested in taking over this profitable, sustainable and sound business, with its motivated and experienced employees. We have found a buyer in SMA Solar which, despite all the uncertainty prevailing in solar industry, has established a firm foothold and is able to offer our former employees and their customers strategically secure prospects. We will use the proceeds to repay debts and invest in our core business. The weeks and months ahead will remain exciting. Our statement in the Annual General Meeting of Shareholders that we have extensive pipelines with several 100 MW s worth of specific projects, that our sales force is working extremely hard on order intake as a central key performance indicator, and that we have very good prospects of delivering good news in the near future still applies, even though we find these delays very taxing. We are working hard on achieving our revised forecast over the remainder of the year. Sulzemoos, 14 August 2014 Kind regards, Dr. Bernd Köhler (Chief Executive Officer)

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8 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 PHOENIX SONNENAKTIE 08 PHOENIX SONNENAKTIE STOCK MARKET ENVIRONMET The start of the year saw the uptrend on most international stock markets initially falter. The US Central Bank s announcement that it intends to gradually tighten its expansive monetary policy in the future was one reason for the somewhat subdued sentiment of capital market participants, the other being the crisis in the Ukraine and its potential impact on the global political situation. By contrast, the second quarter heralded another strong uptrend, despite tension in the Middle East, with Germany s leading indices the DAX breaching 10,000 points, thereby setting a new record high. Given the low interest rate level, investor money is flowing into the stock market again although the record levels reached are a source of growing jitteriness. Investors are keeping a sharp eye on their shares and responding more sensitively again to corporate news. This also applies to German issuers. Since the start of the year, the DAX, MDAX, SDAX and TecDAX have displayed quite similar trends, moving sideways and upwards with increasing volatility. The TecDAX began the year at 1,170 points, peaked in March at 1,295 points and, by mid-april, had declined to its lowest point of 1,155 for the year so far. At the start of June, it broke through the 1,300 point mark for the first time and reached 1,337 points on 19 June. The sector s Photovoltaik Global 30 index failed to match this performance. Having opened the year at EUR in January, it stood at EUR at the beginning of March, which marked its highest level for thirty months. Following this peak, the index was nonetheless swift to shed its price gains again. It closed at around EUR 30 on 31 March 2014, declined to EUR during the second quarter (19 May), and subsequently recovered again, closing at EUR on 30 June SHARE PRICE PERFORMANCE In the first three months of the current year, the Phoenix SonnenAktie already lost some of the ground it had made up in the second half of Profit taking, on the one hand, and disappointment at the lack of fresh major orders, on the other, as had been reported in the third quarter of 2013, prompted investors to sell their shares again. The plans of the German government to define tight caps on photovoltaic capacity installation under the reform of the German Renewable Energies Act (EEG) also caused many investors to doubt the prospects of German solar companies in general. Starting from a year-end price of EUR 4.70 in 2013, the Phoenix SonnenAktie quickly reached its highest level for the year so far of EUR 5.77 at the start of 2014, but came under considerable pressure at the end of the first quarter when shareholders rapidly liquidated larger holdings. The share shed 22.2 percent of its value on 24 March, emerging from trading at EUR 3.39 at the end of the quarter. On 23 May 2014, it dropped to its then lowest point for the year of EUR 2.76 and since then trended sideways within a range of EUR 2.80 and EUR 3.20 until the end of the quarter. When this report went to print on 8 August 2014, the Phoenix SonnenAktie stood at around EUR Apart from the stock market trend in general and that of the solar sector in particular, the share s price performance will depend on news of Phoenix Solar AG s development.

9 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 PHOENIX SONNENAKTIE 09 Price performance of the Phoenix SonnenAktie versus TecDAX (01/01/ 30/06/2014) % /01/ /01/ /02/ /02/ /03/ /03/ /04/ /04/ /05/ /05/ /06/ /06/2014 Highest price (07/01/2014): 5.77 Lowest price (23/03/2014): 2.76 Phoenix SonnenAktie TecDAX Phoenix Solar AG s market capitalisation stood at EUR 22.8 million on 30 June 2014 (31 December 2013: EUR 34.7 million). In terms of its trading volume (XETRA), the share s daily turnover averaged just under 45,000 units in the first six months of the financial year 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 sixteenth regular Annual General Meeting of the shareholders of Phoenix Solar AG took place on 28 May 2014 in Fuerstenfeldbruck. All motions were passed by a large majority. The Chief Executive Officer discussed the status and prospects of the company with investors at road shows in Frankfurt in January and March. The results of the first quarter of 2014 were presented and discussed on the occasion of a telephone conference held in May.

10 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 PHOENIX SONNENAKTIE 10 Key data Jan-Dec Jan-March 2014 Jan-June 2014 Jan-June Number of shares outstanding 1 No. 7,372,700 7,372,700 7,372,700 7,372,700 Market capitalisation 1 7,741,335 34,651,690 10,100,599 31,702,610 22,781,643 11,796,320 10,837,869 Closing price (XETRA) Highest price (since 01/01/2012) Lowest price (since 01/01/2012) Trading volume (XETRA) 4 No. 15,191,048 7,296,914 2,388,259 4,122,549 5,752,174 11,852,215 3,306,422 23,744,573 37,047,264 3,180,894 18,114,167 23,478,861 19,962,618 4,462,401 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) A0BVU9 Symbol PS4 Class of shares No-bar bearer shares No. of shares outstanding as of 30/06/2014 7,372,700 Share capital as of 30/06/2014 EUR 7,372,700 Transparency level Prime Standard Market segment Regulated Market Stock exchanges XETRA, Frankfurt am Main (Prime Standard), Munich (M:access), Stuttgart, Berlin, Düsseldorf, Hamburg, Hanover Sector/sub sector Industrial Products & Services/Renewable Energies Indexes CDAX, Prime All Share, Technology All Share, various sector and sub sector indices of Deutsche Börse AG Financial year closing date 31 December Accounting standards IFRS Initial date of stock exchange listing 18/11/2004 Designated Sponsor Close Brothers Seydler AG

11 Interim MANAGEMENT Report ON THE IFRS FINANCIAL STATEMENTS FOR THE REPORTING PERIOD FROM 1 JANUARY TO 30 JUNE 2014 OF PHOENIX SOLAR AKTIENGESELLSCHAFT, SULZEMOOS 1 Events and results in the first half of the year Background information on the group General conditions Net assets, financial position and result of operations Guidance, opportunity and risk report... 21

12 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 INTERIM MANAGEMENT REPORT 12 1 EVENTS AND RESULTS IN THE FIRST HALF OF THE YEAR In the first half year of 2014, Phoenix Solar AG generated consolidated revenues of EUR 12.1 million, 82.4 percent lower than during the first six months of the 2013 financial year (H1/2013: EUR 68.4 million). The first half of 2013 still included revenue from the now relinquished project and trading business in Germany, as well as to a considerable extent from a large-scale project in Thailand. Earnings before interest and taxes (EBIT), which came in EUR million, nonetheless increased compared with the previous year period (EBIT in H1/2013: EUR million). However, the result for the first six months of 2013 also included EUR 1.9 million of provisions for settlements connected with the strategic reorientation. The consolidated net result for the period attributable to the shareholders stood at EUR million (H1/2013: EUR million), reflecting a 15.3 percent improvement. The loss per share reduced from EUR (H1/2013) to currently EUR In the second quarter of the 2014 financial year, Phoenix Solar AG generated consolidated revenues of EUR 5.5 million (Q2/2013: EUR 37.9 million), reflecting a EUR 32.4 million decline, or 85.5 percent. During the April to June 2013 months, however, more than 60 percent of revenue derived from a large project in the Asian region. It has not proved possible during the course of the financial year to date to generate order volumes from large-scale projects to a comparable extent. Earnings before interest and taxes (EBIT) also reduced by EUR 1.5 million to EUR million (Q2/2013: EUR 0.4 million). The consolidated net result for the period attributable to the parent company shareholders stood at EUR million (Q2/2013: EUR million). The loss per share was EUR 0.38 (Q2/2013: EUR 0.20). Since taking up office as a new Executive Board member on 1 January 2014, Olaf Laber has been responsible for New Business Models and IT as well as business in the regions of Germany, Europe and the Middle East. In January 2014, the subsidiary in the USA was transferred to Phoenix Solar America GmbH, a newly founded intermediate holding company. Alongside structural aspects, this measure was aimed at leveraging valuation reserves, thereby strengthening the equity base of Phoenix Solar AG. Given the background of unfavourable business and political conditions locally, and given the negative outlook for our subsidiary in Italy in the foreseeable future, an application was submitted on 12 March 2014 to launch insolvency proceedings. As a result, operating activities in Italy have ceased completely. This measure did not have any material impact on the Group s earnings, financial and assets position. While first-quarter consolidated revenue was still within the scope of expectations, it became apparent in the second quarter that the planned and announced larger orders in the USA and Asia were being postponed, or that some of them were even cancelled. For this reason, the risk categorised in our risk management system as significant from the international sales and project business is to be viewed as of the end of the second quarter as both having partially materialised, and continuing to exist. Although the Phoenix Solar Group does not face any going concern risk as of the reporting date, the Executive Board cannot exclude that further delays to sales successes might result in significant impacts on the overall Group.

13 PHOENIX SOLAR AG Interim Report JANUARY to JUNE 2014 INTERIM MANAGEMENT REPORT 13 EVENTS after the end of the first half of the year Following the end of the first half of the year, the unsatisfactory new order intake during the second quarter prompted us to downgrade our basis forecast for the full year by way of publishing an ad hoc announcement on 6 August Following careful evaluation of all activities of the subsidiaries, we are assuming that the Group in the 2014 financial year will report a revenue decline of approximately 35 to 50 percent compared to This would correspond to revenue in a range between EUR 70 million and EUR 100 million (2013: EUR million). In terms of EBIT, we are assuming a range of between EUR 0 million and EUR 3 million (2013: EUR million). This forecast nevertheless includes a positive extraordinary item from the planned disposal of the European O&M business. For this sale to be effective, it still depends on a few conditions that should be satisfied within the coming weeks. With an agreement dated 6 August 2014, Phoenix Solar AG sold its O&M activities in Europe to SMA Solar Technology AG. Confidentiality was agreed concerning the contents of the agreement. The proceeds from the sale are to be used to repay debt and to strengthen the company s core operations. The option to sell the business unit had been contemplated since late in Part of the process was to assess the importance of this business against the backdrop of the way Phoenix Solar AG s strategy was developing. Three aspects prompted the consideration of a sale: the discontinuation of the project business operated from Germany in the first quarter of 2013 and the resulting lack of new business generated for O&M, the downtrend in the construction of large photovoltaic power plants by the European subsidiaries and the lack of synergies with the O&M activities of the subsidiaries in Asia and the USA. The good earnings position of the business, which enjoys a great deal of stability owing to the contract portfolio existing with partly long contractual terms, combined with a motivated team which guarantees that the business will continue to run smoothly, were indications that a transfer to another market participant would be successful. The disposal does not affect the O&M activities of the company s subsidiaries, particularly in the USA and Asia, which are run independently. Instead, their O&M business is to be expanded in the context of EPC projects realised in the future. 2 BACKGROUND INFORMATION ON THE GROUP As a photovoltaic system integrator with global operations, Phoenix Solar plans, builds and operates large-scale photovoltaic power plants. The company is also a specialised wholesaler of complete solar power systems, solar modules and accessories. This strategy is reflected in the operations of the Power Plants and Components & Systems segments. As a general rule, this division of business is also replicated in the subsidiaries, subject to local adjustments. The US subsidiary, for instance, has been active only in the project business to date. 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. The customers of this segment include resellers and installation companies.

14 PHOENIX SOLAR AG Interim Report JANUARy to JUNE 2014 INTERIM MANAGEMENT REPORT 14 The range of products and services on offer in the Power Plants segment comprises the necessary planning services and the turnkey construction of photovoltaic systems, including their subsequent operation and maintenance. We supplement this range of products and services through other services, particularly in the USA. We also support our customers in coordinating, securing and realising the necessary financing, as well as in dealing with complex formal approval procedures. The Power Plants segment s customers include small and large companies from trade, industry and commerce, alongside private individuals. Other target customers are institutional investors either seeking to set up investment fund models or to hold large-scale photovoltaic plants in their own portfolios. Our customer base also includes project developers and financing companies in the USA in particular. 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 systems integrator, research and development are not core functions of the company; no research and development expenses are incurred at all, or to a very limited extent. Until its acquisition by SMA Solar Technology AG, a further service of the Phoenix Solar Group used to be the operation and maintenance of PV power plants located in Ulm (Operation & Maintenance, O&M). Throughout the first six months of our 2014 financial year O&M continued to ensure seamless operation geared to maximising the return of power plants with an output of more than 200 MWp all over the world. Business is based primarily on long-term contracts with fixed conditions. In 2013, a team of employees was entrusted with developing new business models and offerings to enable customers to realise substantial benefits from investing in photovoltaics independent of feed-in remuneration or other government-backed measures. Since the end of 2013, a launch phase of this offering has been running in a defined region. Under this line of business, which is allocated to the Components & Systems segment, we also address end customers directly for the first time in the Rooftop/Home segment. 3 GENERAL CONDITIONS In each of our individual markets, demand for our services depends to a great extent on whether private individuals or entities, the public sector and private companies are prepared to invest in photovoltaic systems. Securing a safe, affordable and sustainable supply of electricity for the world s growing population or even establishing such a supply can generally be seen as one of the world s greatest challenges. Global demand for energy doubled over the period from 1990 to 2011, and continues to grow. Photovoltaics brings its own special benefits to bear in satisfying this growing demand: Solar electricity does not impact the climate and can be generated locally, also in small units, with minimal input. Its capacity will have increased ninefold by 2035 and, in the most likely scenario of the World Energy Outlook 2013, will be delivering around 3 percent equating to approximately 950 TWh of the output required for global energy consumption.

15 PHOENIX SOLAR AG Interim Report JANUARy to JUNE 2014 INTERIM MANAGEMENT REPORT 15 The commercial dimension of willingness to invest in photovoltaics is initially part and parcel of the question of how far the investor can trust in framework conditions on the local energy market to offer the necessary legal and planning certainty. Assuming that this is the case, the return generated by a photovoltaic system which depends on various factors, then becomes decisive. The amount of investment, meaning the level of capital required, is directly associated with how much the modules and other components cost. If funds are borrowed, the financing conditions also affect the return. Depending on the market conditions, earnings generated may depend on the feed-in remuneration granted or the selling conditions; in some places, tax relief is granted. As, in the meantime, the consumption of solar electricity generated by individual households is much cheaper in many places than buying from the local energy supply companies, the savings made, i.e. the difference between the cost of producing and of buying energy, is becoming increasingly important. 3.1 PROCUREMENT markets and price trends Following steep descents in 2011 and 2012, the prices of solar modules have stabilised. In Germany, as of the quarter-end (spot market prices) they continued to trade at an average of around EUR 0.60/Wp for Chinese polycrystalline modules. European modules, by contrast, tended to show a little recovery, and had already moved back up to an average of around EUR 0.61/Wp. Market observers do not anticipate significant price declines for the time being, with prices remaining within a certain range. Given the constant decrease in feed-in remuneration levels and the debate about the levies to be charged on self-consumed electricity, stable prices are also already tending to feed through to falling returns on photovoltaic systems. 3.2 SALES markets In the annual report on the financial year 2013, a detailed description was given of the framework conditions in our sales markets. In comparison with these explanations, essentially only the following changes have taken place. USA: In July the International Trade Administration (ITA) of the United States Department of Commerce (DoC) announced a provisional decision on levying further customs duties and charges on Chinese modules with Taiwanese components imported into the US. The enacting of this decision means that the cheapest products on offer to date in the US will no longer be available, which will increase procurement levels, thereby possibly impacting the profitability of power plants or that of EPC providers. In order to counteract any detrimental effect on our business arising from this situation, we are conducting in-depth discussions with a number of leading module suppliers and continue to consistently practice our triedand-tested internal cost management. Greece: The legislation announced to facilitate domestic consumption solutions in the net metering model has meanwhile been adopted, although it has not yet come into force. In addition, with Act 4254, which was published in the Journal of Laws on 7 April 2014, the Greek Parliament has set up an expansion plan for the years 2014 to 2020 according to which open-site systems with peak output of a total of 200 MW peak are to be supported annually from the third quarter of this year. We anticipate that this improved legal situation will revive the photovoltaic market in Greece, and we have taken appropriate marketing and sales measures. Germany: The recently approved amendment of the German Renewable Energies Act (EEG) provides for a proportionate levy on self-consumed solar electricity under the Renewable Energies Act. Operating photovoltaic systems whose peak power exceeds the de minimus threshold of 10 kwp at a profitable level will be considerably impaired.

16 PHOENIX SOLAR AG Interim Report JANUARy to JUNE 2014 INTERIM MANAGEMENT REPORT 16 We have nonetheless begun to offer standard packages below 10 kwp optimised for own consumption in the segment of small photovoltaic systems for households. These systems offer operators the opportunity of lowering their electricity costs, with the investment amortising within eight to ten years. This innovative offering may enable us to build up new positions in Germany, also in a declining market. Despite the uncertainty that the debate about the amended EEG has precipitated among consumers, the first systems have already been installed, which makes us confident concerning the further outlook for this business model. Southeast Asia: Many states in the region are now pursuing ambitious expansion plans for renewable energies and have expanded their activities. In the Philippines, for instance, the Ministry of Energy has suggested to the Energy Regulatory Commission that it should increase the volume limitation for the granting of feed-in tariffs from previously 50 MW to 500 MW. This island state can also utilise solar energy to supply electricity to remote areas. While 94 percent of the population in cities and centres has access to electricity supplies, this only holds true for 73 percent of the rural population. Along with other promotional measures, the expansion is also being supported by a net metering model for grid-linked systems of up to 100 kwp. Thailand plans to expand its photovoltaic capacities to 3 GWp by Around one third will be attributable to smaller systems such as rooftop systems on residential homes and business buildings. Here, too, support and state projects are aimed particularly at delivering decentralised electricity supplies to rural areas. It is nevertheless not yet clear how the political situation under the new military government will impact energy policy. Indications exist, however, that support for renewable energies will be continued. Demand for domestic consumption solutions independent of state support measures is meanwhile also growing in other Southeast Asian countries. As photovoltaic systems have also become economically viable without support over the course of the past year, demand has also increased significantly in Singapore, for example. As far major systems at industrial and wholesale/retail companies are concerned, too, amortisation periods have fallen to below eight years, which corresponds to an attractive return of 9 to 13 percent. This is also feeding through to stronger demand for larger solar installations in Singapore, whether by way of sale and operation, or by way of third-party operation of electricity purchase agreements. France: The market in France is characterised by great pricing pressure as buyers attempt to avoid price increases due to anti-dumping duties. On the other hand, the French Ministry for the Environment and Sustainable Development in its fifth tender round has approved feed-in remuneration for 193 new photovoltaic projects with outputs of between 100 and 250 kilowatts. The guaranteed remuneration lies 2 percent below the first tender round. 4 NET ASSETS, FINANCIAL POSITION AND RESULT OF OPERATIONS 4.1 RESULT of operations Despite intensive efforts to boost our sales performance, we failed to contractually secure new large-scale orders during the second quarter of In consequence, both consolidated revenues and earnings before interest and taxes (EBIT) fall short of our expectations. During the course of the first half year, however, we succeeded in improving the operating result (EBIT) by EUR 0.5 million, or 13.2 percent, to EUR million (H1/2013: EUR million). EBIT in the year-earlier period was, however, burdened by provisions amounting to EUR 1.9 million for severance payments in the context of the strategic realignment.

17 PHOENIX SOLAR AG Interim Report JANUARy to JUNE 2014 INTERIM MANAGEMENT REPORT ANALYSIS of revenues The Phoenix Solar Group generated revenues of EUR 5.5 million in the second quarter of 2014 (Q2/2013: EUR 37.9 million), which corresponds to a decline of EUR 32.4 million, the equivalent of 85.5 percent, in a year-on-year comparison. Consequently, the second quarter of 2014 also saw sales drop to 3.8 MWp, down 31.2 MWp, or 89.1 percent, compared with the year-earlier quarter (Q2/2013: 35.0 MWp). This decline was largely attributable to delays to date in new orders from abroad. The prior-year quarter was also characterised by a large-scale order in the Asian region that alone accounted for more than 60 percent of shipments and sales revenues in the second quarter of Of the second-quarter revenue, 16.7 percent (Q2/2013: 7.4 percent) was accounted for by domestic business and 83.3 percent (Q2/2013: 92.6 percent) by international business. The international subsidiaries contributed a share of 74.5 percent (Q2/2013: 87.0 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 realised EUR 3.2 million of revenues in the second quarter 2014 (Q2/2013: EUR 28.7 million) a fall of 88.7 percent. The Power Plants segment delivered revenues of EUR 2.2 million (Q2/2013: EUR 9.1 million), reflecting a decrease of 75.4 percent. In relation to total revenues in the quarter, the Components & Systems segment therefore accounted for 59.1 percent (Q2/2013: 75.9 percent) and the Power Plants segment for 40.9 percent (Q2/2013: 24.1 percent). In the first half of 2014, revenue was down by EUR 56.3 million, or 82.4 percent, to EUR 12.1 million (H1/2013: EUR 68.4 million). The first half of 2013 still included revenue from the now relinquished project and trading business in Germany as well as, to a considerable extent, from a large-scale project in Thailand. Of the total revenue, 14.0 percent was attributable to Germany (H1/2013: 21.0 percent) and 86.0 percent to international business (H1/2013: 79.0 percent). The foreign subsidiaries generated a 79.7 percent share of consolidated revenue (H1/2013: 73.6 percent). Revenues by region H1/2014 H1/2013 Domestic 1,685 k 14.0 % Domestic 14,352 k 21.0 % 12,069 k Asia 4,781 k 39.6 % USA 384 k 3.2 % 68,413 k Asia 31,303 k 45.8 % USA 2,398 k 3.5 % Europe 5,219 k 43.2 % Europe 20,360 k 29.8 %

18 PHOENIX SOLAR AG Interim Report JANUARy to JUNE 2014 INTERIM MANAGEMENT REPORT 18 Revenue of EUR 8.1 million was attributable to the Components & Systems segment in the first half of the year (H1/2013: EUR 44.7 million), while the Power Plants segment contributed EUR 3.9 million to total revenue (H1/2013: EUR 23.7 million). As a consequence, 67.5 percent was attributable to the Components & Systems segment in the first half of the year (H1/2013: 75.9 percent), and the Power Plants segment comprised a 32.5 percent share (H1/2013: 24.1 percent). 4.3 Order book As per the reporting date of 30 June 2014, orders on hand stood at EUR 17.1 million (30 June 2013: EUR 86.4 million) representing a decline of EUR 69.3 million, equivalent to 80.2 percent, compared with the year-earlier period. The Components & Systems segment registered a fall in its order book position to EUR 2.1 million (30 June 2013: EUR 7.5 million). In the Power Plants segment, the order book position fell to EUR 15.0 million (30 June 2013: EUR 78.9 million). The previous year s figure includes a major order in the USA which was almost fully completed back in Orders on hand reduced by revenues realised (net orders) fell from EUR 66.4 million posted in the prior-year quarter to EUR 9.1 million in the current quarter. This represents a decline of EUR 57.3 million, equivalent to 86.2 percent. 4.4 DEVELOPMENT of key items in the income statement Other operating income Other operating income amounted to EUR 2.6 million in the second quarter of 2014 (Q2/2013: EUR 1.7 million), EUR 0.9 million below the previous year s level. In the second quarter of the current financial year it comprises mainly electricity revenue of around EUR 0.5 million from the company s own photovoltaic systems. Having reached a conclusive agreement with the customer, we released EUR 1.4 million of warranty provisions through profit or loss, although this also required us to expense the write-down applied to the related receivable. In relation to the January to June 2014 period, other operating income grew by EUR 2.2 million to EUR 4.1 million (H1/2013: EUR 1.9 million). COSt of materials/gross profit The cost of materials declined by 87.6 percent to EUR 4.0 million in the second quarter of 2014, mainly due to the lower level of revenues (Q2/2013: EUR 32.0 million). In relation to both sales revenue and overall performance (total operating revenue), gross profit calculated on this basis amounted to EUR 1.5 million (Q2/2013: EUR 5.8 million). The gross profit margin in relation to both sales revenue and overall performance (total operating revenue) reported a marked improvement from 15.4 percent of the second quarter 2013 to currently 27.8 percent. Among other factors this is due to the margins in the O&M business the relative weight of which increased temporarily because of the lack of major incoming orders. As far as the half-year is concerned, the cost of materials also saw significant reduction of 85.0 percent to EUR 8.6 million (H1/2013: EUR 57.2 million). As a consequence, gross profit on sales revenue stood at EUR 3.5 million during this period (H1/2013: EUR 11.2 million).

19 PHOENIX SOLAR AG Interim Report JANUARy to JUNE 2014 INTERIM MANAGEMENT REPORT 19 Also during the January to June 2014 period, the gross profit in relation to revenue also registered a considerable improvement from 16.4 percent to 28.9 percent. Personnel expenses As of 30 June 2014, Phoenix Solar employed 123 staff at Group level (30 June 2013: 139; excluding Executive Board members, though including temporary staff), 117 of whom were permanent employees (30 June 2013: 137). In the second quarter of 2014, personnel expenses stood at EUR 2.2 million (Q2/2013: EUR 2.9 million). The decline is largely attributable to the strategic realignment in Germany in However, the personnel expenses ratio (proportion of personnel costs measured against sales revenues) climbed to 40.5 percent in the reporting quarter measured against the second quarter of 2013 which saw a downturn in revenues of 7.8 percent. Between January and June 2014, personnel expenses amounted to EUR 4.9 million, down 47.5 percent compared with the first half of 2013 (H1/2013: EUR 9.3 million). In the prior-year period, this figure included provisions EUR 1.9 million for severance payments in connection with cutting the workforce. 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 April to June 2014 (Q2/2013: EUR 0.4 million). On a six-month view, depreciation and amortisation of EUR 0.8 million was also almost unchanged compared with the previous-year period (H1/2013: EUR 0.9 million). OtHER operating expenses Other operating expenses saw a marked decline of EUR 1.2 million, or 31.2 percent, to EUR 2.6 million in the second quarter of 2014 (Q2/2013: EUR 3.8 million). The greatest cost-savings were achieved among legal and consulting costs, value allowances applied to receivables, and relating to freight, among other areas. As far as the January to June 2014 period is concerned, other operating expenses were down by EUR 1.5 million, from EUR 6.8 million in the first half of 2013 to currently EUR 5.3 million. This corresponds to a 21.9 percent saving. INCOME from associated companies In the second quarter of 2014, Phoenix SonnenFonds GmbH & Co. KG B1, the 31.2 percent equityaccounted interest of Phoenix Solar AG, distributed keur 8 of income from the 2013 year. No distributions occurred in the comparable period of the previous year. EARNINGS before interest and taxes (EBIT) In consequence, the Group generated EBIT of EUR million in the second quarter of 2014 (Q2/2013: EUR million), down considerably year-on-year, mainly as a result of the fall in revenue. In the first half of 2014, EBIT amounted to EUR million, EUR 0.5 million, or 13.2 percent, above the 2013 comparable result (H1/2013: EUR million). In the first half of 2013, however, EBIT was burdened by the provisions of EUR 1.9 million formed for severance payments.

20 PHOENIX SOLAR AG Interim Report JANUARy to JUNE 2014 INTERIM MANAGEMENT REPORT 20 FINANCIAL result The financial result came in at EUR million in the April to June months of 2014 (Q2/2013: EUR million). Both the financial income and the financial costs were approximately at the level of the prior-year period. At EUR million, the financial result in the first half of 2014 was slightly below the level of the January to June 2013 period (H1/2013: EUR million). Tax rate In the second quarter of 2014, tax expenses of EUR 0.4 million accrued (Q2/2013: tax revenue of EUR 0.1 million). This mainly comprises the full write-down applied to a tax receivable that had already been largely written down as part of impairment testing at the end of Accordingly, the tax rate (ratio of tax expenses to consolidated net result before income taxes) amounts to percent (Q2/2013: 12.3 percent). In the first half of 2014, the tax expense stood at EUR 0.4 million (H1/2013: EUR 0.2 million), with the tax rate consequently amounting to percent (H1/2013: percent). CONSOLIDAtED result Owing to the developments described above, the consolidated result due to parent company shareholders stood at EUR million in the second quarter of 2014 (Q2/2013: EUR million). Calculated on an average number of 7,372,700 shares, basic earnings per share stood at EUR (Q2/2013: EUR ). Since there were no material diluting effects as of 30 June 2014, there was only a slight difference between diluted earnings per share and basic earnings per share. The result attributable to the parent company shareholders in the January to June 2014 period amounted to EUR million, consequently EUR 1.1 million, or 15.5 percent, above the level in the first half of 2013 (H1/2013: EUR million). Accordingly, the basic loss per share of EUR was above that of the prior-year period (H1/2013: EUR ). There continued to be no significant dilutive effects during the first half of ASSETS and financial position StRUCtURE of assets and capital The total assets of the Phoenix Solar Group stood at EUR 53.0 million on 30 June 2014 (31 December 2013: EUR 67.8 million), down 21.7 percent, which corresponds to a decline of EUR 14.7 million. Non-current assets fell slightly to EUR 18.3 million, down EUR 0.1 million (31 December 2013: EUR 18.4 million). Current assets declined to EUR 34.8 million, down EUR 14.6 million (31 December 2013: EUR 49.4 million). This development was due in the main to the lower level of cash and cash equivalents which dropped by EUR 6.6 million to EUR 3.4 million (31 December 2013: EUR 10.0 million), a decline of EUR 5.3 million to EUR 13.5 million (31 December 2013: EUR 18.8 million) in receivables due from customers (receivables under long-term construction contracts and trade receivables), as well as a reduction in other financial assets of EUR 2.9 million to EUR 6.0 million (31 December 2013: EUR 8.9 million). By contrast, other non-financial assets were up by EUR 0.3 million to EUR 7.7 million (31 December 2013: EUR 7.4 million). Inventories amounted to EUR 3.2 million (31 December 2013: EUR 3.1 million), slightly ahead of the level posted at the last year-end.

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