This document summarizes NortonRose's experience advising on various renewable energy and energy infrastructure projects in the Netherlands. It discusses solar, wind and other energy projects the firm has advised on, as well as M&A transactions, trading activities, and regulatory advice provided. It also summarizes the general corporate structures, land rights, grid connection issues, permitting procedures, subsidies available, turbine contracting considerations, and the investment deduction scheme for renewable energy projects in the Netherlands.

1. Energyprojectfinance
Energyprojectfinance
Weero KosterWeero Koster
29 June 201129 June 2011

2. NortonRose
NortonRose
EnergyAmsterdam
EnergyAmsterdam
 Solar projects: Puglia, Devnia, Project
Solar projects: Puglia, Devnia, Project
VoltaVolta
 Wind energy projects: Noordoostpolder,
Wind energy projects: Noordoostpolder,
Amalia, NoordzeeWind, Tromp Binnen
Amalia, NoordzeeWind, Tromp Binnen
 Energy projects: Elsta, Eemshaven,
Energy projects: Elsta, Eemshaven,
BritNed Interconnector, Gate LNG, Sloe,
BritNed Interconnector, Gate LNG, Sloe,
Bergermeer
Bergermeer M&A: Essent, Dong, Kema, Korean wind
M&A: Essent, Dong, Kema, Korean wind
farm development
farm development
 Trading: CDM/JI credits and funds,
Trading: CDM/JI credits and funds,
commodity trading
commodity trading
 Regulatory: advise on re-powering,
Regulatory: advise on re-powering,
CCS, nuclear, re-powering, unbundling
CCS, nuclear, re-powering, unbundling
 Dispute resolution
Dispute resolution

3. NRWind
NRWind
experience
experience

4. Recent developments/Recent developments/
IssueIssue
 Utility unbundling/ independent grid managementUtility unbundling/ independent grid management
 Utility sales (at high prices)Utility sales (at high prices)
 ““Het Lokale energiebedrijf”Het Lokale energiebedrijf”
 Renewable targets & incentivesRenewable targets & incentives
 Priority access for renewablesPriority access for renewables
 Grid congestion area’sGrid congestion area’s
 Smart metering/ gridsSmart metering/ grids

5. General ProjectGeneral Project
StructureStructure

6. CorporateCorporate
Corporate entity Establishment General features
V.o.f.
Partnership
• no formal requirements
• partnership agreement is advisable
• all partners can in principle represent
the partnership
• joint and several liability
• separate capital
CV
Partnership
• no formal requirements
• Partnership agreement is advisable
• special form of V.o.f.
• joint and several liability
• but limited partners: only limited
liability
BV
Private limited company
• Notarial deed
• Declaration of no objections (to be
abolished)
• Minimum capital requirements: EUR
18.000
• Registration trade register
• separate legal entity and own capital
• tradable shares
• board members can in principle
represent the company individually
• limited liability
• possibility or obligation to set up
Supervisory board
NV
Public limited company
• Notarial deed
• Declaration of no objections (to be
abolished)
• Minimum capital requirements: EUR
45.000
• Registration trade register
• separate legal entity and own capital
• tradable shares
• board members can in principle
represent the company individually
• limited liability
• possibility or obligation to set up
Supervisory board

7. Location – land rightsLocation – land rights
Title to land Title to
panels or
turbines
Agreements Issues
Ownership SPV • Land purchase agreement
• Notarial deed
Strongest title to land and
installations.
Superficies
(Opstal)
SPV • Agreement of superficies
• Notarial deed
• Agreements other users
Ownership of the land is not
transferred. SPV is only granted title
to the constructions build on the land
Land lease
(Erfpacht)
Land owner • Agreement of Land Lease
• Notarial deed
• Agreements other users
Title to both the land and the turbines
shall belong to the owner of the land.
SPV is only granted an exclusive right
to use the property
Servitude
(erfdienstbaarheid)
• Agreement servitude
• Notarial deed
• Agreements other users
Servitudes can be vested to the
benefit of another plot of land. For
example right of access (overpad).

8. CongestiemanagementCongestiemanagement
 Congestion on national grid
Congestion on national grid
 New projects planned but it
New projects planned but it
shall take a few years to
shall take a few years to
increase capacity
increase capacity
adequately
adequately
 Market mechanism for
Market mechanism for
distribution of scarce grid
distribution of scarce grid
capacity
capacity
 Current scheme:
Current scheme:

Producer in congested area
Producer in congested area
must produce less energy
must produce less energy
and pays to grid operator a
and pays to grid operator a
fee for unused fuel.
fee for unused fuel.

To comply with delivery
To comply with delivery
obligations, producers in non-
obligations, producers in non-
congested areas shall
congested areas shall
increase productions. Grid
increase productions. Grid
operator shall compensate
operator shall compensate
such operators for additional
such operators for additional
costscosts

Cost of congestion
Cost of congestion
management currently for
management currently for
grid operator.
grid operator.

9. Proposedregulations
Proposedregulationsoncongestion
oncongestionmanagement
management
 Two main concerns
Two main concerns::
 who should pay for costs congestion
who should pay for costs congestion
management?
management? Renewable energy should have priority
Renewable energy should have priority
access to grid in congested area
access to grid in congested area
 New legislation adopted by parliament.
New legislation adopted by parliament.
Not yet entered into force.
Not yet entered into force.
 Problem: competition law concerns on
Problem: competition law concerns on
distribution of costs.
distribution of costs.
 European Commission requested to
European Commission requested to
advise
advise
 Verhagen: no longer wait with priority
Verhagen: no longer wait with priority
access for renewable energy
access for renewable energy
 Currently: discussions on early
Currently: discussions on early
implementation of priority access
implementation of priority access
regulations. New regulations applicable in
regulations. New regulations applicable in
October 2011?
October 2011?

10. Proposed regulations onProposed regulations on
congestion management:congestion management:
Ranking production installations:
• non-renewable
• heat cogeneration facilities
• renewables with electric storage capacity
• renewable waste incineration installations
• renewable energy installations

11. Grid connection andGrid connection and
transport agreementtransport agreement
 Installations, private and public gridsInstallations, private and public grids
 Reactive power requirements & curtailmentReactive power requirements & curtailment
 Data processing servicesData processing services
 National or regional TSONational or regional TSO
 Two separate agreementsTwo separate agreements
 NO guaranteesNO guarantees

12. Grid connection andGrid connection and
transport agreementtransport agreement
 Inflexible contracting by ‘non-discrimination’ruleInflexible contracting by ‘non-discrimination’rule
 Intransparent planning processIntransparent planning process
 Investment approval through NmaInvestment approval through Nma
 Congestion area’sCongestion area’s
 Priority RenewablesPriority Renewables
 Unbundling rules limits possibilities regional TSO’sUnbundling rules limits possibilities regional TSO’s

13. Permitting
Permittingprocedures
procedures
MainMain permits
permits:: Environmental licensing and general
Environmental licensing and general
provisions act (Wabo)
provisions act (Wabo)
 Builing permit
Builing permit Environmental permit
Environmental permit
 EIAEIA
 Nature protection act
Nature protection act
 Flaura and Fauna act
Flaura and Fauna act
 Water Act (drainage water)
Water Act (drainage water)

14. Permitting
Permitting
procedure
procedure
Governmental coordination of permits:Governmental coordination of permits:
 Ministry of EL&I responsible for theMinistry of EL&I responsible for the
coordination of important permitcoordination of important permit
procedures.procedures.
 Applicable to wind projects >100 MWApplicable to wind projects >100 MW
 Applicable to solar projects > 50MWApplicable to solar projects > 50MW
 No objections phaseNo objections phase
 Direct appeal to the Council of StateDirect appeal to the Council of State

15. Applicability Crisis andApplicability Crisis and
Recovery actRecovery act
Applicability:
Applicability: Projects that are specifically appointed
Projects that are specifically appointed
by the government
by the government
 Wind energy projects > 100 MW
Wind energy projects > 100 MW
 Solar energy project > 50 MW
Solar energy project > 50 MW
 For projects serving
For projects serving ‘national interests’
‘national interests’
the State or the Province can decide on
the State or the Province can decide on
spatial planning. The Crisis and
spatial planning. The Crisis and
Recovery act is also applicable to those
Recovery act is also applicable to those
projects for which this competence is
projects for which this competence is
used. (Povinciaal / Rijksinpassingsplan)
used. (Povinciaal / Rijksinpassingsplan)

16. Benefits Crisis andBenefits Crisis and
Recovery actRecovery act
Benefits Crisis and Recovery Act:Benefits Crisis and Recovery Act:
 Decision Council of State within 6 monthsDecision Council of State within 6 months
 Beneficial permitting proceduresBeneficial permitting procedures
 NoNo pro formapro forma appealsappeals
 Local governments no longer allowed to appealLocal governments no longer allowed to appeal
 Principle of relativity: decisions are not annulled when appellant does not showPrinciple of relativity: decisions are not annulled when appellant does not show
personal harm.personal harm.
Parts of the Crisis and Recovery act are not applicable:Parts of the Crisis and Recovery act are not applicable:
 Regulations on simplified EIA procedureRegulations on simplified EIA procedure

17. SubsidiesSubsidies
SDE+ 2011:SDE+ 2011:
 No feed-in tariff but a subsidizedNo feed-in tariff but a subsidized ‘sliding premium’‘sliding premium’
 Total SDE+ subsidies (all categories) in 2011: EUR 1,5 billionTotal SDE+ subsidies (all categories) in 2011: EUR 1,5 billion
 New government: focus on cost effective technologiesNew government: focus on cost effective technologies
 Phased application for subsidiesPhased application for subsidies
Technology Application Basis electricity
price
(EUR/kWh)
Strike price
(EUR/kWh)
Onshore wind As of 31-08-2011 0,046 0.113 – 0.120
Solar > 15 kWp As of 1-7-2011 0.044 0.090 – 0.150

18. Subsidies: SDE how doesSubsidies: SDE how does
it work?it work?

19. Offtake–PPA/
Offtake–PPA/
Merchantprojects/
Merchantprojects/
APXAPX
Contracting issues PPA:
Contracting issues PPA:
 Counterparty availability and
Counterparty availability and
creditworthiness
creditworthiness Conditions precedent & milestones
Conditions precedent & milestones
 Price of
Price of ‘‘graygray’’ andand ‘‘green
green’’ Green
Green
certificates
certificates Take-if-offered nature/ variability &
Take-if-offered nature/ variability &
curtailments: take-or-pay ?
curtailments: take-or-pay ?
 Duration (15 to 20 yrs from COD;
Duration (15 to 20 yrs from COD;
extension options)
extension options)
 Commissioning process linkage to EPC;
Commissioning process linkage to EPC;
power during construction
power during construction
 Metering
Metering ‘‘graygray’’ andand ‘‘green
green’’ power
power
 Change in law/regulation
Change in law/regulation

20. Offtake-PPA
Offtake-PPASet off (Set off (salderensalderen))
 Tool for small producers of renewable energy (connection 3x80 A)Tool for small producers of renewable energy (connection 3x80 A)
 New arrangements adopted by Parliament; not yet into forceNew arrangements adopted by Parliament; not yet into force
 Right to set off 5000kWh produced renewable electricity against electricity takenRight to set off 5000kWh produced renewable electricity against electricity taken
from the grid.from the grid.
 Benefit: energy tax only due over final differenceBenefit: energy tax only due over final difference
 Above 5000kWh, right to deliver renewable energy to the grid againstAbove 5000kWh, right to deliver renewable energy to the grid against
‘reasonable’ tariffs, to be paid by suppliers.‘reasonable’ tariffs, to be paid by suppliers.
 Tariffs regulated by NMATariffs regulated by NMA
 Large scale consumers/producers not covered. Special arrangements in PPALarge scale consumers/producers not covered. Special arrangements in PPA
required.required.

21. Turbinecontracts/
Turbinecontracts/
Construction-EPC
Construction-EPC
Contracting variables:
Contracting variables:
 TSATSA’’s/ construction contracts/EPC vs
s/ construction contracts/EPC vs
Multi-Contracting
Multi-Contracting The Fidic books: red, yellow and silver
The Fidic books: red, yellow and silver
 Interface agreements contractors
Interface agreements contractors
 Soil risk
Soil risk
 Weather risk
Weather risk Transport risk: marine & roads
Transport risk: marine & roads

22. Turbinecontracts/
Turbinecontracts/
Construction-EPC
Construction-EPC
Contracting variables/ guarantees:
Contracting variables/ guarantees:
 Compensation vs variable LD / Bonus
Compensation vs variable LD / Bonus
structure (Amalia/ C-Power):
structure (Amalia/ C-Power): ‘‘Smart
Smart
warranties
warranties’’ toto ‘‘Construction Guaranteed
Construction Guaranteed
Earnings
Earnings’’ Defects warranties and notification
Defects warranties and notification
periods
periods
 Output guarantee
Output guarantee
 Availability guarantee: time based
Availability guarantee: time based
 Power curve guarantee: degradation ?
Power curve guarantee: degradation ?
 Maximum noise level guarantee (wind)
Maximum noise level guarantee (wind)

23. Maintenance–
Maintenance–
O&MO&M
Contracting variables
Contracting variables
O&MO&M
 Link with EPC
Link with EPC
 Wind risk
Wind risk
 Availability
Availability
guarantee
guarantee
 ‘‘scheduled
scheduled
maintenance’ vs
maintenance’ vs
‘unscheduled
‘unscheduled
maintenance’?
maintenance’?
 Spare part
Spare part
availability
availability
 Response time
Response time
 Cranes
Cranes
 Remuneration:
Remuneration:
output related?
output related?

24. Energyinvestment
Energyinvestment
deductionscheme
deductionscheme
Energy investment deduction scheme (
Energy investment deduction scheme (EIAEIA):):
 Tax benefit for realisation renewable
Tax benefit for realisation renewable
energy projects
energy projects Projects must comply with detailed
Projects must comply with detailed
energy reduction norms
energy reduction norms
 Benefit: 41,5% of investment costs
Benefit: 41,5% of investment costs
deducted from fiscal profit
deducted from fiscal profit
 Total budget 2011 is EUR 151 million,
Total budget 2011 is EUR 151 million,
after which Ministry of finance can
after which Ministry of finance can
decide to continue or cancel the annual
decide to continue or cancel the annual
programme
programme

25. Onshore wind in theOnshore wind in the
NetherlandsNetherlands
 Onshore wind
Onshore wind
target: 6.000 MW in
target: 6.000 MW in
20202020
 Major realised
Major realised
onshore wind
onshore wind
projects
projects
 Westereems
Westereems
Groningen
Groningen
(156 MW)
(156 MW)
 Wieringermeer (100
Wieringermeer (100
MW)MW)
 Major planned
Major planned
onshore wind
onshore wind
projects
projects
- Noordoostpolder
Noordoostpolder
(450 MW)
(450 MW)
- Zuidlob Flevoland
Zuidlob Flevoland
(120 MW)
(120 MW)

26. Project ZuidlobProject Zuidlob
Initiator
Zuidlob Wind B.V.
(Nuon Duurzame Energie and
Windmolenvereniging De Zuidlob)
Planned
capacity
Approximately 122 MW
Objective
The basis philosophy behind the project is:
"less mills, more energy‘. The project shall
replace existing wind turbines. There will not
only be more MW installed, but due to the line
position the energy yield per MW installed
capacity will also be larger.
Timing
We understand that project initiators have
commenced the permitting and EIA
procedures. We can, however, not assess at
when all permits shall be obtained.
Construction works are expected to
commence in 2012 or 2013.
Financing
A subsidy of up to 229 million euros was
granted to the project under the SDE subsidy
scheme. The subsidy will be disbursed within
15 years.
We are currently unaware of any further
financing arrangements.

27. Project Drentse MondenProject Drentse Monden
Objective
Initiators intend to develop a wind park of
around 70 wind turbines.
Other initiators are also interested to realise a
wind park on the same location. These other
initiators are united in the Stuurgroep
Windenergie Oost Drenthe.
The authorities would like all interested parties
to participate in the ‘Stuurgroep’ to develop the
project.
Timing
The project is still in an early stage. We
understand that the permit applications are
currently prepared by Pondera Consult. The
EIA procedure appears not to have been
initiated.
A number of entities have already expressed
their concerns about the realisation of the wind
project. Such entities could cause delay during
the permitting procedures.
Financing
We are currently unfamiliar with any financing
arrangements that have been made for the
realisation of this project.
Initiator
A joint venture of Stichting Duurzame
Energieproductie Exloërmond, consisting of
several farmers, and developer Raedthuys
Planned
capacity
The exact capacity of the wind park shall
depend upon the outcome of environmental
studies. It is expected that approximately
70 turbines could be realised on this
location.

28. Project WieringermeerProject Wieringermeer
Objective
The Municipality has requested that any new
turbines are constructed in single-line
arrangements. Accordingly, the random
placing of wind turbines is no longer allowed.
The replacement of the old turbines shall add
to this general objective and create additional
generating capacity.
Timing
Currently, the draft spatial plan (Structuurplan)
is published for consultation.
It is expected that more details surrounding
the financial arrangements are made public in
September.
Further timing unknown.
Financing
From the project’s website, we understand
that residents are also to participate in the
financial arrangements. However, we are
currently unfamiliar with any specific financing
arrangements that have been made for the
realisation of this project.
Initiator
Stichting Windkracht Wieringermeer
A joint venture of Nuon, 27 farmers, Energy
Research Centre Netherlands and the
Association of Wind Turbine Owners in
North Holland
Planned
capacity
200 to 400 MW
The existing wind turbines shall be
replaced.

29. Project Windpark NeeltjeProject Windpark Neeltje
JansJans
We are currently unfamiliar with any
financing arrangements that have been
made for the realisation of this project.Financing
The project is still in an early phase of
development. The project initiators are in
the process of initiating the EIA
procedure, after which the permitting
procedures can be commenced.
Draft decisions on special planning have
been taken by the authorities.
Construction works are expected to begin
in 2013.
Timing
The project opts to construct 9 wind
turbines on the famous island of Neeltje
Jans.
Objective
50 MW
Planned
capacity
The project is being developed by E-connection
project for the benefit of Windpark OSK BV.
Initiator

30. Project Windpark N33Project Windpark N33
Initiator
The project is being developed by Blaaswind
BV, which unites a number of farmers, and
project developer KDE-energy.
Planned
capacity
100-120 MW
Objective
The Province of Groningen has decided to
concentrate wind energy project on three
locations: Eemshaven, Delfzijl and Veendam.
The objective is to realise a large wind farm
on both sides of the N33 provincial road
nearby Veendam.
Timing
The Ministry of Economic Affairs considers
the project to be of national interest, by virtue
of which the ‘Rijkscoordinatieregeling’ can be
applied to the permitting procedures.
The project is still in an early phase of
development. The project initiators are in the
process of initiating the EIA procedure, after
which the permitting procedures can be
commenced.
Financing
We are currently unfamiliar with any financing
arrangements that have been made for the
realisation of this project.

31. Offshore windOffshore wind
Realised offshore wind projects (318 MW):Realised offshore wind projects (318 MW):
- Egmond aan Zee (36 turbines; 108 MW)Egmond aan Zee (36 turbines; 108 MW)
- Prinses Amalia (60 turbines; 210 MW)Prinses Amalia (60 turbines; 210 MW)
Permitted offshore wind projects (2600 MW):Permitted offshore wind projects (2600 MW):
- Breeveertien
- West Rijn
- Tromp Binnen
- Den Helder I
- Brown Ridge Oost
- Beaufort
- GWS Offshore
- EP Offshore
- BARD Offshore NL1
- Scheveningen Buiten
- Q10
- Q4
Original offshore wind target: 6.000 MW
in 2020. New government: no target.

32. Offshore windOffshore wind
Completed projects NL:Completed projects NL:
 Windpark Egmond aan ZeeWindpark Egmond aan Zee
 Windpark Princes AmaliaWindpark Princes Amalia
Second phase:Second phase:
 In total 12 Wbr permits granted to new initiativesIn total 12 Wbr permits granted to new initiatives
 Legal proceedings; currently 9 irrevocableLegal proceedings; currently 9 irrevocable
permitspermits
 Two BARD projects received a total subsidy ofTwo BARD projects received a total subsidy of
EUR 4.3 billionEUR 4.3 billion
 Still EUR 900 million left for other projects:Still EUR 900 million left for other projects:
Nuon/Eneco?Nuon/Eneco?

33. Project Offshore BARDProject Offshore BARD
Objective
Realisation of a large scale offshore wind
park.
Timing
Permit pursuant to the State Waterworks Act
has been obtained.
Cooperation agreement with dredging and
construction company Van Oord has been
signed.
Construction is scheduled to commence at the
beginning of 2012.
Financing
Based upon the SDE tender scheme, a total
subsidy of EUR 4.3 billion was awarded to
BARD.
Eneco and NUON have objected to the
subsidy decision and the case is currently
pending in appeal before the administrative
courts.
Initiator BARD
Planned
capacity
Both permitted offshore projects have a
combined capacity of 600 MW. The individual
wind turbines shall have a capacity of 5 MW.

34. Project Offshore Q10 -Project Offshore Q10 -
EninoEnino
Initiator Eneco en Nuon
Planned
capacity
100-140 MW
Objective
Realisation of a large-scale 100 MW offshore wind
park.
If funding can be obtained, the initiators suggest to
expand the project and add an innovative offshore
wind park consisting of the newest turbines that are
build on innovative foundations.
Timing
Permit pursuant to the State Waterworks Act has
been obtained.
Decision on the application for subsidy for the first
part of the project is expected in 2011. The European
Commission’s decision on the request for subsidy
from the NER300 scheme is expected at the end of
2011.
Financing
Initiators intend to finance the 100 MW wind project
on the basis of the SDE 2010 subsidy scheme.
Under the scheme, a total of EUR 900 million is still
available for distribution.
The innovative 40 MW extension shall only be
realised if the European Commission awards a
subsidy under the NER300 scheme. Project initiators
applied for a total subsidy of EUR 84 million.