Assessing the Market for California Carbon Offsets A discussion of products, market activity and deal structures for offset sales

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Assessing the Market for California Carbon Offsets A discussion of products, market activity and deal structures for offset sales Prepared by: John Battaglia Director, Carbon Americas Group Prepared for: 2014 U.S. Coal Mine Methane Conference Pittsburgh, PA November 2014 1

Table of Contents Part I. i. Brief Background: Evolution Markets Who we are, What we do. ii. iii. Market Overview a. Products b. Pricing, liquidity and volumes Deal Structures a. Standard commercial terms, conditions and risks Part II. i. Carbon Price Drivers: Fundamentals and Factors Impacting Price 2

Business Overview Company Overview NFA-registered Introducing Broker (IB) providing professional voice brokerage for wholesale energy and environmental markets Founded in 2000 by current management team Leader in the global energy and environmental commodities sector Privately held ~80 employees in New York, San Francisco, Houston, London, Cape Town, and Singapore Award-winning, client-focused services Extensive Counterparty Network Fortune Global 500 Firms Banks Hedge Funds Utilities & Power Generators Industrials Project Developers Private Investors Market Pioneer Largest dedicated environment and energy markets brokerage Advised market design of carbon programs in EU, California, and Northeast US Facilitated first trades in EU-ETS, California, RGGI, and RECs in NEPOOL, Texas, & PJM Evolution principals launched weather derivatives market Forefront of US coal and nuclear fuels markets Services Market execution for energy and environmental commodity markets Structured environmental products GHG compliance strategy services Environmental asset origination, including carbon, emission credits, renewable energy & fuels Advisory on renewable power purchase agreements Market analytics and data 3

Our Markets Energy Financial and physical coal Financial and physical natural gas Financial crude oil Financial and physical power Emissions GHG emission markets (EU-ETS, Alberta, California-Quebec, RGGI and other evolving global markets) US federal and state NOx and SOx allowance markets, including ERCs and RECLAIM in California Clean Energy Renewable power, including RECs & Green Power PPAs Physical biomass and biofuel markets, including RINs and LCFS credits Nuclear fuel Water US water rights & wetlands banking markets; ecosystem services Weather Weather derivatives and natural catastrophe securities EMISSIONS RENEWABLES COAL NATURAL GAS POWER ENVIRONMENT ENERGY FINANCE STRUCTURED PRODUCTS CARBON FINANCE WATER WEATHER NUCLEAR FUELS BIOFUELS/BIOMASS CRUDE OIL 4

Traded Carbon Products Carbon Allowances (CCAs, QCAs*) Primary Market: quarterly auctions/direct allocation. Secondary Market: exchangecleared (ICE) futures/options & OTC bilateral spot and forward. Pricing is fixed or indexed. Vintages: 2013-2017 Carbon Offsets (CCOs, QCOs) Primary Market: project-specific, i.e. MMC CCO(3). Secondary Market: non-project specific CCO. Spot/issued, Dec 2014 or later forwards. CCOs trade w/ 3 yr, 8 yr or no invalidation risk. Pricing is fixed or indexed. Bundled Carbon Compliance Instrument Bundled allowance and offsets product typically 92% / 8% split. Trades OTC under bilateral contracts. Pricing is fixed or indexed. * QCAs are deliverable under the ICE contract 5

Current Price Spreads Note: prices are indicative based on current market conditions and are subject to change. Date: 11/16/2014 Dec 14 V14 California Carbon Allowance (CCA) $12.16 $10.75 Dec 14 Golden CCO, Seller wears invalidation risk Dec 14 CCO (3), Buyer wears three years invalidation risk $9.35 $9.00 Prompt delivery (Spot) CCO(8) Evolution Markets Inc. Proprietary & Confidential 6

Auction Highlights Auction Current Vintage Volume Future Vintage Volume Reserve Price (USD) Current Vintage Price Current Vintage Ratio Qualified Bidders :Supply CA Nov 2012 23,126,110 (100% sold) 39,450,000 (14% sold) $10.00 $10.09 1.06* $10.00 CA Feb 2013 12,924,822 (100% sold) 9,560,000 (46% sold) $10.71 $13.62 2.47 $10.71 CA May 2013 14,522,048 (100% sold) 9,560,000 (79% sold) $10.71 $14.00 1.78 $10.71 CA Aug 2013 14,522,048 (100% sold) 9,560,000 (100% sold) $10.71 $12.22 1.62 $11.10 Future Vintage Price CA Nov 2013 16,614,526 (100% sold) 9,560,000 (100% sold) $10.71 $11.48 1.82 $11.10 QC Dec 2013 2,971,676 (34% sold) 6,319,000 (27% sold) $10.75 CAD $10.75 CAD 0.34 $10.75 CAD CA Feb 2014 19,538,695 (100% 9,260,000 (100% sold) $11.34 $11.48 1.27 $11.38 sold) QC Mar 2014 1,049,111 (99% sold) 1,527,000 (84% sold) $11.39 CAD $11.39 CAD 0.98 $11.39 CAD CA May 2014 16,947,080 (100% 9,260,000 (44% sold) $11.34 $11.50 1.46 $11.34 sold) QC May 2014 1,049,111 (100% sold) 1,527,000 (85% sold) $11.39 CAD $11.39 CAD 1.02 $11.39 CAD CA Aug 2014 22,473,043 (100% 9,260,000 (70% sold) $11.34 $11.50 1.14 $11.34 sold) QC Aug 2014 1,049,111 (66% sold) 1,527,000 (95% sold) $11.39 CAD $11.39 CAD 0.66 $11.39 CAD JOINT Nov 2014 23,070,987 (n/a) 10,787,000 (n/a) $11.34 USD N/A N/A N/A Market Commentary: $11.39 CAD Total Current Vintage CA-QC allowances sold at auction: 144,458,886 vs. 2013 Capped Emissions of 144,999,976 tons. Prices have rallied since the last auction. Estimated 2015 price floor: $12.11/ton USD. V14 Dec 14 range bound between $11.66-$12.55 in 2014. Analysts report the market is long compliance instruments. Forecasts predict a shortage 2018 or later. Prospective bullish signals for the market include a post-2020 mandate, nuclear shutdown (Mt. Diablo), sustained low hydro electric conditions in CA. 7

ICE V13-14 CCA, Dec Delivery $22.00 $21.00 $20.00 $19.00 $18.00 $17.00 $16.00 $15.00 $14.00 $13.00 $12.00 $11.00 Z13 V13 & Z14 V14 CCA Futures 2,000,000 1,750,000 1,500,000 1,250,000 1,000,000 750,000 500,000 250,000 $10.00-1/3/2012 2/7/2012 3/13/2012 4/18/2012 5/23/2012 6/27/2012 8/1/2012 9/5/2012 10/10/2012 11/14/2012 12/19/2012 1/24/2013 2/28/2013 4/4/2013 5/9/2013 6/14/2013 7/22/2013 8/26/2013 10/1/2013 11/5/2013 12/11/2013 1/24/2014 2/28/2014 4/4/2014 5/12/2014 6/16/2014 7/22/2014 8/26/2014 9/30/2014 11/4/2014 Source: Intercontinental Exchange Volume Daily Price Settlement 8

OTC CCA vs. CCO Settles CCA CCO Source: Evolution Markets, Inc. 9

Historical Offset-Allowance Spread in EU EUA & CER: Price Action 32.25 30.25 28.25 26.25 24.25 22.25 20.25 18.25 16.25 14.25 12.25 10.25 8.25 6.25 4.25 2.25 0.25 Mar08 Sep08 Mar09 Sep09 Mar10 Sep10 Mar11 Sep11 Mar12 Sep12 Pre -2012 Strip EUA Pre-2012 Strip CER 11-'14 EUA Strip 11-'13 CER Strip Historical Average EUA/CER Spread: 29%* (2008-2012) * past 6 months of the EU-ETS the spread between the EUA-CER has widened considerably due to the Euro zone economic crisis. Not accounting for the last 6 months of 2012, the spread is 24% Evolution Markets Inc. Proprietary & Confidential 10

Deal Structures Standard Commercial Terms by Deal Plain Vanilla Spot or Forward Contract Terms include Quantity, Purchase Price, Product Definition, Settlement, i.e. Delivery & Payment Product Type & Definition: Mine Methane Capture CCO w/ three(3) or eight (8) year invalidation risk Invalidation risk: typically buyer s require seller s to pay for and perform the conversion from a CCO(8) to a CCO(3) MMC project owners can perform a verification of a subsequent reporting period with a different verifier within three (3) years of the last project s issuance in order to reduce the invalidation risk from eight (8) to three (3) years [for prior-issued CCOs] Purchase Price: negotiated deal-to-deal; some buyer s pay X% of the Purchase Price at CCO(8) delivery and Y% of the Purchase Price upon conversion to CCO(3); other s 100% of the Purchase Price at delivery Pricing could be fixed or indexed, i.e. indexes might be Seller-Guaranteed Offset a.k.a Golden CCO or the CCA, i.e. Auction Clearing Price or ICE-cleared futures 11

Deal Structures (cont d) Standard Commercial Terms by Deal Plain Vanilla Spot or Forward Contract Terms include Quantity, Purchase Price, Product Definition, Settlement, i.e. Delivery & Payment Delivery: projects with no balance sheet, i.e. non-investment grade, will sell Unit Contingent (UC). UC delivery is non-firm, non-guaranteed meaning seller performs in operating the project and the buyer is obligated to purchase the CCO output In many cases, buyer s will request the seller to cause delivery (issuance by ARB) of the Product directly into their CITSS account Payment: due upon Delivery of the Product into the buyer s CITSS account TALK TO YOUR BROKER ABOUT WHAT COMMERICAL TERMS AND PRICE ARE CONSIDERED IN MARKET 12

Brokered Trades Access: Broker assisted trades enables participant to gain access and insight into the markets, including ideas on effective price risk management, structured financing trades and other strategies maximizing environmental asset value Full Product Coverage: ICE-cleared allowance futures, options, spreads, and bilateral offset and allowance structured products for California, Quebec, RGGI and other emerging carbon programs Price Transparency: increased exposure to market pricing and transaction opportunities. Brokers communicate with all market participants and therefore provide price discovery and liquidity in the market Competitive Trade Execution: When executing via broker seller s increase their exposure to counterparties vs. trading directly with 1-2 enable parties OTC which limits price discovery. Why sell to 1-2 parties when you can get competitive pricing from the broader market? Anonymity (for exchange-cleared deal): Brokers are used to handle larger block trades. For example, 25 contracts (25,000 MT) is typically traded electronically on the ICE. A party may enter the market and want to purchase 1,000 contract (1 million MT). Putting a bid 1,000 contracts on the benchmark Dec 14 V14 CCA contract on ICE in a thin market will discourage sellers to sell competitively. The buyer can use an OTC broker to find a seller that is willing to sell the size. The trade is put together OTC by the broker and then given up to the parties FCMs for clearing. Neutral: Introductory Brokers (IBs) are market neutral. We do not take principal positions in the market and therefore, do not trade a book which could impact the price we re providing to the market. 13

Contact Information John P. Battaglia Director, Carbon Markets Evolution Markets Inc. 3 Embarcadero Center, Suite 1630 San Francisco, CA 94111 mob. +1.917.287.9688 email jbattaglia@evomarkets.com website www.evomarkets.com 14

Carbon Price Drivers: Fundamental NOTE: November 4 th ARB released 2013 emission data from capped sectors. 2008-2013 emissions trends show declining emissions largely due to the recession, but there are other reasons. 2013 capped emissions in CA amounted to 145M tons. The 2013 cap is 163 million market is oversupplied compliance instruments. Macro-economic Electrical load and industrial growth in CA the state s economic recovery is picking up Power Annual hydro power variability California declared a drought emergency which means low hydro power/higher fossil generation, yielding higher CCA demand Record renewable energy generation in 13; escalating RPS (33% by 2020) Transportation Added to cap in 2015 -- GHG policies such as clean car standards and LCFS dampening gasoline demand and emissions Fuels are 100% short; comprise approx. 160 million tons, or 40%, of emissions cap in 2015 15

Carbon Price Drivers: Fundamental Offset Supply Current offset utilization rate is below 8% allowable limit; we expect demand to pick up in 2015 as regulated approach the first compliance period deadline (November 2015) 5 project types approved by ARB to date (MMC,ODS, Livestock, Urban Forestry, Forestry) Currently approx. 12.2 million tons issued vs. forecasted annual demand of 12 million tons ARB issued a Final Determination to Invalidate 89k of 4.3 million ODS credits under investigation Linkage with other Programs Quebec-CA linked January 1, 2014 making compliance instruments between the program fungible Quebec has a more stringent reduction target than CA and less abatement opportunity due to predominantly hydro power Section 111(d) of The Clean Air Act: EPA proposal may lead to additional U.S. States joining CA & Quebec, RGGI 16

Carbon Price Drivers: Technical & Legal Hedging Behavior Power generators buy carbon when selling power; mismatched timing of supply and demand, some argue, could lead to short term price spikes albeit they would be limited given the oversupply Utility procurement restrictions adversely impacting liquidity Fuels have a large short to cover; we re starting to see fuel hedging in the V15 Q1 ICE CCA futures contract Structural/Regulatory Price floor + 5% escalator and CPI provide price support Holding limits adversely impacting liquidity High level of free allocations, flexibility to comply, i.e. use V14 against 13 emission obligation and some industrials are permitted to use V15 against CP1 obligations Resource shuffling safe-harbor provisions driving down importer power emissions Legal All environmental markets are ripe for legal challenge Auction lawsuit challenge -- look out for results in 1H 2015 17