Liquidation balance sheet per for. REC Solar ASA in liquidation

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1 Liquidation balance sheet per for REC Solar ASA in liquidation Reg. org. number

2 Report on the Liquidation balance sheet 31 May 2015 The liquidation Board of Directors of REC Solar ASA has drawn up a summary of the company's assets, rights and liabilities in conjunction with the liquidation of the company. The liquidation Board of Directors has prepared a liquidation balance per 31 May 2015 according to Norwegian Public Limited Liability Companies Act The liquidation Board of Directors is not aware of any other assets/immaterial rights with a material value, other than presented in the liquidation balance. Further, the liquidation Board of Directors is not aware of any other debt, warranties nor duties, other than presented in the liquidation balance. The liquidation Board of Directors of REC Solar ASA is of the opinion that the presented liquidation balance represents a complete survey of the company's assets, rights and liabilities, in conjunction with the liquidation of the company, and the disposal of net assets to the shareholders. Oslo, / 2015 Ole Enger Chairman of Liquidation Board _ Jan Christian Opsahl Anne Lise Meyer _ Mimi Kristine Berdal

3 Liquidation balance sheet pr Note ASSETS FIXED ASSETS Financial fixed assets Investments in subsidiaries 2 1 Total financial fixed assets 1 TOTAL FIXED ASSETS 1 CURRENT ASSETS Receivables Receivables on group companies 0 Other short-term receivables Estimated interest income Total receivables Bank deposits, cash in hand, etc TOTAL CURRENT ASSETS TOTAL ASSETS EQUITY AND LIABILITIES EQUITY Paid-in equity Share capital 5, Share premium reserve 5, Total paid-in equity Retained earnings Other equity Total retained earnings TOTAL EQUITY LIABILITIES CURRENT LIABILITIES Accounts payable 480 Public duties payable Liabilities to group companies 0 Other current liabilities Estimated liquidation costs TOTAL CURRENT LIABILITIES TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES Oslo, / 2015 Ole Enger Chairman of Liquidation Board Jan Christian Opsahl Anne Lise Meyer Mimi Kristine Berdal Liquidation balance sheet for REC Solar ASA in liquidation Organization no

4 Notes to Liquidation balance sheet Note 1 - Principles to liquidation balance sheet The liquidation balance sheet is prepared in accordance with the Norwegian Public Limited Liability Companies Act As a general principle, the Company's assets are valued based on expected net proceeds from realization, while liabilities are recognized based on settlement value. Expected income and expenses in the period until final dissolution, have been recognized. Per 31 May 2015 the primary assets for the Company are cash deposits, including estimated interest on the cash deposits, from 1 June 2015 until expected date of final dissolution. See note 3. The primary liabilities for the Company are related to incurred and expected liquidation costs, and public duties. Note 2 - Subsidiaries The subsidiaries are accounted for in the financial statements based on net realizable value. Subsidiary: Acq. cost: Book value: Fourteen Creeper S.à r.l., Luxembourg Total Profit Equity Subsidiary: No. of shares Ownership Fourteen Creeper S.à r.l % 0 0 Total 0 0 Fourteen Creeper S.à r.l. is expected to be liquidated in June/July Note 3 - Estimated interest income The estimated interest income is based on the premise that the liquidation proceeds to shareholders are paid out in August 2015 and that the NIBOR 1m interest rate stays at approximately 1,4% in the period from 1. June 2015 until payment of the liquidation proceeds. The estimate is subject to changes in market and operating conditions. Note 4 - Restricted bank deposits Restr. bank acct. for employee's withh. taxes: Note 5 - Equity Share Other Total Share capital premium equity equity As pr Profit for the period As pr Notes for REC Solar ASA in liquidation Organization no

5 Notes to Liquidation balance sheet Note 6 - Share holders The company has one class of shares, shares with face value NOK 1,- pr. share, total share capital is NOK The company has at 31 May shareholders, owning more than 5 % of share capital: Share holder No of shares Ownership The Bank of New York Mellon SA/NV ,26 % QVT Fund V LP ,63 % Morgan Stanley & Co. International ,93 % Folketrygdfondet ,21 % JPMorgan Chase Bank N.A ,26 % UBS AG, London Branch ,20 % Other share holders ,51% Total % Note 7 - Estimated liquidation costs The estimated liquidation cost is based on the premise that the liquidation proceeds are paid to shareholders in August 2015 and that the company is liquidated by August/September Note 8 - Tax Tax calculation is based on and is in accordance with the Company's presented tax return for fiscal years 2014 and Tax base 2015 Profit before taxes Permanent and other differences Fiscal year's tax base / loss Fiscal year's tax cost 2015 Tax payable 0 Change in deferred tax (asset) 0 Total ordinay tax costs 0 Temporary differences and deferred tax (asset) Tax losses carried forward Total negative tax reducing differences Differences not included in calcuation of deferred tax Deferred tax in balance sheet 0 Deferred tax asset is not booked, due to the liquidation of the company. Notes for REC Solar ASA in liquidation Organization no

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