20100701 NBT Company Presentation Draft

NBT AS – Wind farm development in China

Company presentation July 2010

NBT AS – Wind farm development in China

Company presentation July 2010

IMPORTANT INFORMATION

3

• Arctic Securities ASA and RS Platou Markets AS (the “Managers”) have been authorized by NBT AS (the “Company”) as its representative to issue this presentation and its appendixes (the “Presentation”) for the sole purpose of assisting the recipient(s) in deciding whether they wish to further pursue their interest in a transaction involving the Company (the “Transaction”). This Presentation has been prepared for information purposes relating to the Transaction only and may not be used by recipients for any other purpose. This Presentation and the information contained herein is strictly confidential and recipients of this Presentation may not reproduce, redistribute or pass on, in whole or in part, in writing or orally or in any other way or form, this Presentation or any of the information set out herein or information regarding the existence, nature or progress of the Transaction. This Presentation has not been reviewed or registered with any public authority or stock exchange.

• The distribution of this Presentation and the offering, subscription, purchase or sale of securities issued by the Company in certain jurisdictions is restricted by law, including, but without limitation, the United States. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. Persons into whose possession this presentation may come are required by the Company to inform themselves about and to comply with all applicable laws and regulations in force in any jurisdiction in or from which it invests or receives or possesses this Presentation, and must obtain any consent, approval or permission required under the laws and regulations in force in such jurisdiction, and the Company shall not have any responsibility or liability for these obligations.

• In relation to the United States and U.S. Persons, this Presentation is strictly confidential and is being furnished solely in reliance on applicable exemptions from the registration requirements under the U.S. Securities Act of 1933, as amended. The shares of the Company have not and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States unless an exemption from the registration requirements of the U.S. Securities Act is available. Accordingly, any offer or sale of shares in the Company will only be offered or sold (i) within the United States, or to or for the account or benefit of U.S. Persons, only to Qualified Institutional Buyers (”QIBs”) in private placement transactions not involving a public offering and (ii) outside the United States in offshore transactions in accordance with Regulation S. Neither the U.S. Securities and Exchange Commission nor any other U.S. authority has approved the Company’s shares or this Presentation, including determined whether this Presentation is accurate or complete.

• This Presentation has been prepared on the basis that any offer of shares in the Company will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the European Economic Area (“EEA”), from the requirement to produce a prospectus for offers of shares. Accordingly, any person making or intending to make any offer within the EEA of shares in the Company which are the subject of the placement contemplated in this Presentation should only do so in circumstances in which no obligation arises for the Company or the Managers to produce a prospectus for such offer. Neither the Company nor the Managers have authorized, nor do they authorize, the making of any offer of shares in the Company through any financial intermediary, other than any offers made by the Managers which constitute the final placement of shares contemplated in a possible Transaction.

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• This Presentation does not purport to be all-inclusive or to contain all the information that a prospective investor may desire in deciding whether or not to pursue the Transaction. In furnishing this Presentation, neither the Company nor the Managers assume any obligation to provide the recipient with access to any additional information.

• This Presentation has been produced by the Company with assistance from the Managers. Unless otherwise explicitly indicated, the Company has furnished the information in this Presentation and the Company confirms, to the best of its knowledge and belief that the information contained in this Presentation is in accordance with the facts. The Managers have not independently verified any of the information contained in this Presentation. Neither the Managers nor its advisors or the advisors of the Company, nor their respective affiliates make any representation or warranty (expressed or implied) as to the accuracy or completeness of this Presentation or any statements, estimates or projections contained herein, and none of them will have any liability for the recipient’s use of this Presentation or any other oral, written or other communications transmitted to the recipient in the course of its evaluation of the Company.

• By attending or receiving this Presentation recipients acknowledge that they will be solely responsible for their own assessment of the market and the market position of the Company and that they will conduct their own analysis and are solely responsible for forming their own view of the potential future performance of the Company’s business. The contents of this Presentation are not to be construed as legal, business, investment or tax advice. Each recipient of this Presentation should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice.

• The information contained herein is as of the date of this Presentation and subject to change, completion or amendment without notice. There may have been changes affecting the Company or its subsidiaries subsequent to the date of this Presentation. Neither the delivery of this Presentation at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the Company’s affairs since the date hereof or that the information set forth in this Presentation is correct as of any time since its date. The Company does not intend, and does not assume any obligation, to update or correct the information included in this Presentation.

• AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION.

• The Managers are acting as financial advisor to the Company. However, the Managers makes no undertaking, representation or warranty, expressed or implied, regarding the accuracy or completeness of the information (whether written or oral and whether included in this presentation or elsewhere), concerning the Company or the other matters described herein. The Managers expressly disclaims any liability whatsoever towards any party in connection with the matters described herein. In the ordinary course of its businesses, the Managers and certain of its parent or subsidiary undertakings may have engaged, and may continue to engage, in investment and other transactions with the Company and its subsidiaries.

• This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or the Managers or any of their parent or subsidiary undertakings or any such person’s officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation to update any forward-looking statements or to conform these forward-looking statements to actual results.

Agenda

Investment case

3

Market drivers

8

Overview of wind farms

12

Summary

19

Appendix

224

NBT overview

5

Founded in 2004 with focus on renewable energy in China

Between 2005 – 2008, a significant portfolio of development agreements were signed (>1,500 MW) and building permit and agreements for first wind farm project obtained

The company has raised approximately NOK 270 million in equity to date

Most recently, NBT raised NOK 50m in a private placement in June 2010

In 2009, the company signed an agreement with AEI, an energy infrastructure company, to co-invest with NBT in 4 wind farms

NBT signed an agreement with HSBC for non-recourse senior term loan facility for the first wind farm

NBT currently has 6 wind farms lined up for construction / development

Joar Viken (CEO)

Entrepreneur with more than 25 years experience in real estate development/project development

Walter Chang (CFO)

MBA in entrepreneurial management and marketing from the Wharton School at the University of Pennsylvania

Previously CFO of Nordic Wind power and SVP in charge of mergers and acquisitions and corporate finance at Millicom International Cellular

Company overviewCompany overview Wind farm locationsWind farm locations

Key managementKey management

Baicheng

Datang(Inner Mongolia

Chifeng)

Under development: WudalianchiHeilongjiang

= possible NBT resources

= near-term projects

Overview of NBT’s initial wind farms

6

Baicheng wind farmsBaicheng wind farms

General Manager(Nominated by AEI)

General Manager(Nominated by AEI)

Deputy General Manager

(Nominated by NBT)

Financial controller(Nominated by AEI)

• AEI is responsible for the construction phase

• Operational organisation chart:

General Manager(Nominated by Datang)

General Manager(Nominated by Datang)


(Nominated by NBT)


(Nominated by Datang)

Financial controller(Nominated by NBT)

• Datang is responsible for the construction phase

• Operational organisation chart:

Datang wind farmsDatang wind farms

• NBT and AEI have co-development agreement to develop a total of 200MW (4 farms x 49.5m)

• Initial project under construction – the second is ready for construction

• Key figures for each 49.5 MW project*:

• A 1,000 MW framework agreement has been entered into between NBT and Datang

• Construction initiated by Datang for the first project

• Key figures for each 49.5 MW project**:

Capex

Equity financing

Annual PPA revenues

IRR ( / )

RMB 500m (100%)

RMB 100m (20%)

RMB 79m

11% / 21%

RMB 513m (100%)

RMB 120m (23%)

RMB 93m

13% / 25%

Capex

Equity financing

Annual PPA revenues

IRR ( / )

Note: ( / ) = (total capital IRR / equity IRR for NBT)* For wind farms 2-4** For initial four wind farms

Investment highlights

7

Wind power in China is a very attractive (>20% Equity Return) investment opportunity with potential for significant growth

China installed over 13,000 MW wind power in 2009, more than 1/3 of all new installed capacity worldwide in 2009

Growth is fuelled by a governmental mandate of reaching 15% renewable energy production by 2020

5% by 2012

Wind power in China is expected to grow

significantly


significantly

Chinese Renewable Energy Law passed in 2006 provides secure, stable and attractive framework and subsidies

Good access to debt financing and cost effective turbines secure strong and predictable cash flows

>20% Equity Project IRR

Electricity price is fixed for approximately the first 12 years of the project and is sold to State Grid Company of China (30,000 operating hours)

Regulatory framework supports growth


NBT has secured attractive land permits for more than 1,500 MW allowing for significant growth, limited only by available funding

NBT has signed agreement with AEI to co-invest in the wind farms and has obtained non-recourse project financing from HSBC for its initial project

NBT’s wind farms will generate significant cash flows, and the company will have significant dividend capacity from 2012 and onwards

Cash flows > NOK 90m p.a. assuming six wind farms in operation

NBT in excellent positionNBT in excellent position

Portfolio of wind farms with highly attractive returns and vast potential for scalability

Short period from time of investment to cash flows, allowing for high dividends combined with further growth



Agenda

Investment case

3

Market drivers

8


12

Summary

19

Appendix

228

Strong growth in renewable energy and wind in particular

9

Strong growth in low carbon electricity generationStrong growth in low carbon electricity generation Total global annual investment in clean energy 2004 to 2009 (USDbn)1)

Total global annual investment in clean energy 2004 to 2009 (USDbn)1)

Global cumulative installed wind energy capacityGlobal cumulative installed wind energy capacity Global wind power market forecastGlobal wind power market forecast

55 6348444138

20%22%

26%

0%

10%

20%

30%

7%

199159

18%

200920082007

15%

346

13%408

9%

19%

8%243

GW

450

50

0

200

250

300

350

400

%

+21%

291

20122010 2011

145155

148

98

62

36

0

50

100

150

200

200620052004

USDbn

+32%

2007 2008 2009

Note: 1) Including financial investments, small/residential projects and R&D (private and government) Source: IEA World Energy Outlook, GWEC Global Wind Report 2009, Emerging Energy Research “Asia Pacific in the Global Wind Market 2009

159

120

94

7459

4839

312417141086

0

50

100

150

200

2008 2009200720062005200419971996 2001 20022000 20031998 1999

GW

+28%

Annual installed capacity

Cumulative capacity

Annual installed capacity growth rate

Cumulative capacity growth rate

China – strong growth backed by excellent wind conditions and a favourable Chinese renewable energy framework

10

Wind power installed capacity and new capacity in 2009Wind power installed capacity and new capacity in 2009 Annual installed capacity (MW)Annual installed capacity (MW)

China is on track to capture the highest level of growth, with India leading the second tier of Asian players

China is on track to capture the highest level of growth, with India leading the second tier of Asian players

China’s wind equipment production networks are expanding, with regional manufacturing bases taking shape

China’s wind equipment production networks are expanding, with regional manufacturing bases taking shape

Note: 1) Including financial investments, small/residential projects and R&D (private and government)Source: GWEC Global Wind Report 2009, Emerging Energy Research “Asia Pacific in the Global Wind Market 2009, Arise Windpower IPO prospectus

FranceUK

Portugal

Italy

Spain

India

Other

Denmark

China

Germany

USA

3.5

4.5

25.1

21.4

10.9

19.1

4.14.9

25.8

3.5

35.2

Italy

China

India

USA

Germany

Spain

1.0France 0.7

UK

4.0Canada

1.1

Portugal

1.1

Other

1.1

13.0

1.3

9.9

1.9

2.5

Top 10 in installed capacity (GW) Top 10 in new capacity (2009, GW)

China – strong growth backed by excellent wind conditions and a favourable Chinese renewable energy framework (cont’d)

11

China has excellent wind conditionsChina has excellent wind conditions Favourable Chinese renewable energy frameworkFavourable Chinese renewable energy framework

Wind conditions are favourable due to the high amount of wind and stable conditions reducing equipment damage

China wind resources ranked #1 in Asia, among the best in the world

China is leading Emerging Energy Research’s classification of eastern wind markets (max score 100 and max 20 in each category):

Renewable Energy Law is in effect since January 2006

Chinese government has ambitious goals for renewable energy

Mandate that 15% of electricity produced from renewable energy by 2020, 5% by 2012

Predictable framework

Government guarantees electricity prices for 30,000 operating hours and has set 4 price levels for wind power based on wind resources with NBT’s wind farms at RMB 0.61 or RMB 0.58 or RMB 0.54 per KWhr

Grid companies are required to purchase all electricity produced from renewable energy

18

18

14

16

12

16

12

20

20

18

8

16

12

14

15

18

5

8

11

16

18

17

8

6

210 14

14 8

10 17

20

12

1818

12

1116

1

14

61

59

69

1

56

53

46

81

78

Japan

Australia

India

China

Philippines

Pakistan

Taiwan

New Zealand

South Korea

10

14 3

14

72

Wind resources

Regulatory incentives

Site approval

Grid issues

Competition

Source: Emerging Energy Research

Agenda

Investment case

3

Market drivers

8


12

Summary

19

Appendix

2212

Datang Power is one of the largest state-owned power producers in Mainland China, especially its position in Northern China

The company is engaged in the development and operation of power plants, the sale of electricity and thermal power, and the repair and maintenance of power equipment and power-related technical services

NBT and Datang have a 1,000 MW framework agreement

Gross capacity plan substantiated by significant project pipeline

Owns and operates energy infrastructure businesses in emerging markets diversified across four core businesses

AEI controls approximately 26,500 miles of gas and liquids pipelines, 121,000 miles of power distribution and transmission lines, and 2,277 MW of installed power generation capacity in Andean, Southern Cone, Central America/Caribbean, China, and Europe/Middle East/North Africa

AEI owns 67% and NBT owns 33% of the first 49.5 MW Baicheng project

NBT and AEI have co-development agreement to develop a total of 200 MW

Strategic partners

Strategic partners

HSBC is joined in the Facility by the Bank of Communications which provided its strong RMB balance sheet capability and ability to make long term RMB loans

Bank of Communications is 19.9% owned by HSBC The fourth largest bank in China

HSBC acted as arranger for RMB 397 million non-recourse senior term loan facility to the first Baicheng project

First non-recourse long term financing in the wind energy sector in China, first to be denominated in RMB and first non-recourse long term financing under the frame work of Chinese Renewable Energy Law

The success of this transaction gives confidence to other renewable energy projects in China

Debt financing partners

Debt financing partners

Solid strategic partners and established relationships with banks

13

Datang #5 Datang #6

14

NBT*NBT*

BaichengBaicheng

Baicheng #1 Baicheng #2

Baicheng #3 Baicheng #4

Datang JVDatang JV

Datang #1 Datang #2

Ownership and financing structureOwnership and financing structure Wind farm locationsWind farm locations

Wind farms

Baicheng I (AEI) – fully financed and under construction

Datang I – NBT investment decision made and construction initiated

Datang II – IV and Baicheng II (AEI) – Final NBT investment decision not yet made

Single purpose project entities for each wind farm held through Hong Kong holdco structure (Can be funded both in NBT and subsidiaries)

Flexible exit structure including sale of single assets / portfolio of assets vs. keeping assets for the long term

Potential listing of Hong Kong holdco(s)

Flexible strategy and corporate structure

Datang #3 Datang #4

Ongoing construction (Power production from December 2010)

Ready for construction Potential following wind farms

Baicheng

Datang(Inner Mongolia

Chifeng)

Under development: WudalianchiHeilongjiang

= possible NBT resources

= near-term wind farms

*Note: Other wind projects / resources not shown

Near-term wind farms – strong project cash flows and returns with additional upside from CERs

Datang value sensitivity for NBT (NPV)*Datang value sensitivity for NBT (NPV)*

0

30

60

90

120

150

180

NOKm

Required equity return

10%11%12%13%14%15%16%

Baicheng value sensitivity for NBT (NPV)*Baicheng value sensitivity for NBT (NPV)*

15

0

30

60

90

120

150

180

NOKm

Required equity return

10%11%12%13%14%15%16%

PPA and CER

PPA

Illustrative project cash flow profileIllustrative project cash flow profile

Low up-front CAPEX and equity - at construction

start

Remaining CAPEX and equity at construction completion

Annual stable NBT cash flows over 20 years

Note: NBTs net equity contribution can at some locations be reduced by a 2% developer fee. The above illustration is based on future Baicheng and Datang wind farms*NPV shown is for each of the Baicheng #2-4 wind farms (c. 50 MW each) and for the initial four Datang wind farms (4 x c. 50 MW)

NOKm/MW

14.0

15.3

12.3

13.4

15.6

17.3

13.7

15.1

NOKm/MW

PPA

PPA and CER

Summary financials for Datang wind farms

16

Key financial figures (RMB)Key financial figures (RMB)

0

20

40

60

80

100

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

RMBm

Note: Ownership assumption NBT 49% and Datang 51%

Wind farm size: 49.5 MW

Load factor of 42% = production of ~173 GWh p.a.

Electricity tariff from state power company

~ 0.54 RMB/kWh

Non-recourse project financing

~RMB 392m

~77% of total investment of RMB 513m

~6% interest rate

Tax rate: 25%

Annual wind farm O&M cost of approx. RMB 11m

No O&M cost initial 3 years

20 years life expectancy of wind farm

Possibility to re-power after 20 years

CER approved project

Assumed CER price EUR 10

CER per MW ~1.14

Free cash flow to firm

NBT cash flow

Free cash flow to equity

P&L (RMB Mill) 2011 2012 2013 2014 2015

Capacity 49.5 49.5 49.5 49.5 49.5

Production (MWh) 173,014 173,014 173,014 173,014 173,014

CER quotas 197,236 197,236 197,236 197,236 197,236

CER Price 10.0 10.0 - - -

El price 0.54 0.54 0.54 0.54 0.54

O&M Cost per MW (0.18) (0.19) (0.20) (0.21) (0.23)

Electricity revenues 93 93 93 93 93

CER Income 16 16 - - -

Total Revenue 109 109 93 93 93

O&M cost (11) (11)

EBITDA 109 109 93 83 82

Depreciation (26) (26) (26) (26) (26)

EBIT 84 84 68 57 57

Interest cost (24) (22) (20) (18) (16)

Pre tax earnings 60 62 48 40 41

Tax (15) (16) (12) (10) (10)

Tax break - - - - -

Net Income 45 47 36 30 31

Significant cash flows allowing for dividends / further investments

17

NBT Project Cash FlowsNBT Project Cash Flows

NBT’s equity portion for one ~50 MW wind farm project represents NOK 50-60 million for a 50% stake

Assuming no up-front premium paid to NBT or carry on equity provided by project partner

Each project is highly profitable – equity investment is paid back in less than 3 years

Each project will pay dividends to NBT’s Hong Kong company (dividends taxed at 5% exiting China)

NBT AS will be in a position to pay dividends to its shareholders already in 2012

Available cash flows from six wind farms would exceed NOK 90m per year

Flexible business model allowing for significant growth

Note: Net income = project cash flow (assuming depreciation equal to debt amortization)

Equity Project Dividend to NBT AS 2010 2011 2012 2013Baicheng I - 11 11 9 Baicheng II (50) 10 20 15 Datang I (59) 21 22 17 Datang II (59) 21 22 17 Datang III (59) 21 22 17 Datang IV (59) 22 17 Project total (286) 84 118 91

Illustrative key financials for NBT AS (assuming 6 wind farms)

18

NBT AS Profit and LossNBT AS Profit and Loss NBT AS Cash FlowNBT AS Cash Flow

Note: Key financials presented prepared assuming no new wind farms implying limited need for group overhead expenses

Project cash flows reduced by 5% tax on dividends paid by Chinese project companies to NBT’s Hong Kong holdco

Cash flow from exercise of outstanding warrants assumed to occur in 2011

Cash flows from 6 wind farms support a significant dividend capacity from 2012Cash flows from 6 wind farms support a significant dividend capacity from 2012

Profit and Loss Statement 2010E 2011E 2012ERevenuesSG&A (3) (3) EBIT (3) (3) Financial ExpensesFinancial Income 84 118 EBT 81 115 Tax - - Net Income 81 115 Dividends to equity holders - - Reatined Earnings 81 115

Cash Flow Statement 2010E 2011E 2012ENet Income - 81 115 Plus D&A - - - Cash from Operations - 81 115

Cash from InvestmentsWind Park Funding (46) (240) Other (67) (10) MaintenanceCash from Investments (113) (250) -

Cash from financingEquity financing 363 36 Debt financingDividends paid - - - Cash from financing 363 36 -

Net Cash Flow 250 (133) 115 Cash balance 250 117 232

Agenda

Investment case

3

Market drivers

8


12

Summary

19

Appendix

22

Illustration of targeted financing

20

NBT ‘s financing requirements are dependent on number of wind farms taken on and NBT’s retained ownershipNBT ‘s financing requirements are dependent on number of wind farms taken on and NBT’s retained ownership

363

11

0

50

100

150

200

250

300

350

400

NOKm

Funding need assuming

~50% stake in 5 additional

project**

Corporate development

10

Remaining equity Baicheng II, Datang I-III +

Datang IV

240

Initial instalments Baicheng II + Datang I-III

46

Corporate development*

31

Near-term liabilities

25

SG&A second half of 2010

Q2 - Q3 2010 Q4 2010 - Q1 2011

Note: Assuming NOK/RMB of 1.00

*Including transaction costs

**Total project equity amounts will be lowered if all financing becomes available in Q2-Q3 2010

Assuming NBT retaining approx. 50% stake with no carry for equity provided by partners**

Raised in June 2010: NOK 50m

Investment highlights

21

Wind power in China is a very attractive (>20% Equity Return) investment opportunity with potential for significant growth

China installed over 13,000 MW wind power in 2009, more than 1/3 of all new installed capacity worldwide in 2009

Growth is fuelled by a governmental mandate of reaching 15% renewable energy production by 2020

5% by 2012


significantly


significantly

Chinese Renewable Energy Law passed in 2006 provides secure, stable and attractive framework and subsidies

Good access to debt financing and cost effective turbines secure strong and predictable cash flows

>20% Equity Project IRR

Electricity price is fixed for approximately the first 12 years of the project and is sold to State Grid Company of China (30,000 operating hours)



NBT has secured attractive land permits for more than 1,500 MW allowing for significant growth, limited only by available funding

NBT has signed agreement with AEI to co-invest in the wind farms and has obtained non-recourse project financing from HSBC for its initial project

NBT’s wind farms will generate significant cash flows, and the company will have significant dividend capacity from 2012 and onwards

Cash flows > NOK 90m p.a. assuming six wind farms in operation

NBT in excellent positionNBT in excellent position





Agenda

Investment case

3

Market drivers

8


12

Summary

19

Appendix

2222

NBT – Equity financing

23

NBT targeted fundingNBT targeted funding

Note: Assuming NOK/RMB of 1.00.

NBT AS targeted funding Q2-Q3 2010 Q4 10 - Q1 11 NBT total

SG&A second half of 2010 11 11Near-term liabilities 25 25Corporate development* 31 31Total NBT AS targeted funding 67 0 67

Project funding Total Capex Total equity NBT stake Q2-Q3 2010 Q4 10 - Q1 11 NBT total

Baicheng II 500 100 50 % 10 40 50Datang I 513 120 49 % 12 47 59Datang II 513 120 49 % 12 47 59Datang III 513 120 49 % 12 47 59Datang IV 513 120 49 % 0 59 59Total project funding** 46 240 286

Other activitiesOther (Lishu biomass, Pakistan wind) 10 10Total other activities 10 10

Total targeted funding (assuming NBT retains 49-50% stake in projects) 113 250 363

Note: *incl. transaction costs for private placement**Total project equity amounts will be lowered if all financing becomes available in Q2-Q3 2010

Wind farm investment cost break down

24

Note: NBT AS estimate

Cost estimate for a 49.5MW wind farm (RMBm)Cost estimate for a 49.5MW wind farm (RMBm)

500

50

315Installation

10

EPC Development fee Land

450 205

Building permit fees

Contingencies Total

Electrical &substations

120

Foundations

20Roads

Other

233

Towers

1510

Wind turbines

Highly profitable near-term wind farms under construction and development

25

Note: ( / ) = (total capital / equity for NBT). 1) For year one. 2) CER incl. = CERs at EUR 10 included beyond 2012. Future Baicheng wind farms does not take into account development fee to NBT nor profit sharing element to NBT for returns in excess of certain thresholds which is part of the initial Baicheng project. 3) The first Datang 200MW project is expected to have approx. RMB 50m higher costs and a debt ratio of only approx. 77%. Future Datang wind farms have expected capex of RMB 500m per 49.5MW and 80% debt financing

Baicheng #1Baicheng #1

49.5 MW

Under constructionIn operation from Q4

RMB 602m (100%)

RMB 397m (66%)

RMB 205m (34%)

RMB 83m

RMB 13m

RMB 11m (from year 4)

RMB 95m

16% / 27%

10% / 20%

12% / 26%

Project size

Status

Capex

Debt financing

Equity financing

Annual PPA revenues

Annual CER revenues

OPEX

Free cash flow 1

Free cash flow yield ( / ) 1

IRR ( / )

IRR incl. CERs ( / )2

Baicheng – future wind farmsBaicheng – future wind farms

49.5 MW (per project)

Under development1st completion targeted in 2011

RMB 500m (100%)

RMB 400m (80%)

RMB 100m (20%)

RMB 79m

RMB 13m


RMB 91m

18% / 34%

11% / 21%

13% / 27%

Datang wind farms3Datang wind farms3

49.5 MW (per project)

Under construction1st completion targeted in Q4

RMB 513m (100%)

RMB 392m (77%)

RMB 120m (23%)

RMB 93m

RMB 16m


RMB 109m

18% / 32%

13% / 25%

16% / 33%

Baicheng #I project provides predictable cash flows and solid return on investment

26


2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

80

70

30

20

100

10

0

RMBm

90

Note: Ownership assumption NBT 33% and AEI 67%. Profit sharing of AIE return above 15% of the investment, in such a situation NBT will receive 55% of AEI’s return above 15%




~ 0.61 RMB/kWh (incl. 8% VAT) minimum


~RMB 397m


~7.5% interest rate (year 1-3)

Tax rate: 25%

No tax during first two years

Reduced tax years 3 to 5 at 12.5%







CER per MW ~1.14

NBT cash flow



P&L (RMB Mill) 2011 2012 2013 2014 2015

Capacity 49.5 49.5 49.5 49.5 49.5

Production (MWh) 135,940 135,940 135,940 135,940 135,940

CER quotas 154,971 154,971 154,971 154,971 154,971

CER Price 10.0 10.0 - - -

El price 0.61 0.61 0.61 0.61 0.61

O&M Cost per MW (0.18) (0.19) (0.20) (0.21) (0.23)




O&M cost - - - (11) (11)

EBITDA 95 95 83 72 72

Depreciation (30) (30) (30) (30) (30)

EBIT 65 65 53 42 42

Interest cost (30) (27) (22) (19) (17)


Tax (9) (10) (8) (6) (6)

Tax break (first 3 years 100% tax break, year 3 to 6 50% tax break)9 10 8 3 3

Net Income 36 38 31 20 21

Baicheng new wind farms

27


0

20

40

60

80

100

2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

RMBm

Note: Ownership assumption NBT 50% and AEI 50%. Model assumes 50% operations in 2011




~ 0.58 RMB/kWh


~RMB 400m


~6.5% interest rate

Tax rate: 25%

No tax during first two years

Reduced tax years 3 to 5 at 12.5%







CER per MW ~1.14


NBT cash flow


P&L (RMB Mill) 2011 2012 2013 2014 2015

Capacity 24.75 49.5 49.5 49.5 49.5

Production (MWh) 67,970 135,940 135,940 135,940 135,940

CER quotas 77,486 154,971 154,971 154,971 154,971

CER Price 10.0 10.0 - - -

El price 0.58 0.58 0.58 0.58 0.58

O&M Cost per MW (0.18) (0.19) (0.20) (0.21) (0.23)




O&M cost (11) (11)

EBITDA 46 91 79 68 68

Depreciation (13) (25) (25) (25) (25)

EBIT 33 66 54 43 43

Interest cost (13) (24) (22) (20) (17)


Tax (5) (11) (8) (6) (6)

Tax break (first 3 years 100% tax break, year 3 to 6 50% tax break)5 11 8 3 3

Net Income 20 43 32 21 22

Retained earnings - - - - -

Ordinary dividends 20 43 32 21 22

Extraordinary dividends - - - - -

Total dividends 20.2 42.6 32.2 20.8 22.1

Illustration of NBT’s near-term scalability

28

NBT project potential illustration overview (NOKm)NBT project potential illustration overview (NOKm)

Note: Assuming NOK/RMB of 1.00

Total NPV NBT NPV NBT NPV ex CER Year 2010 2011 2012 2013 NBT %NPV

adjustment CapexCapex+NP

VValue per

MW Equity % EquityNBT

equity

Baicheng

Baicheng I 90 30 30 2010 30 33 % 602 692 14.0 33 % 199 66

Baicheng II 135 67 67 2010 61 50 % 10 % 500 621 12.5 20 % 100 50

Baicheng III 135 67 67 2011 57 50 % 15 % 500 614 12.4 20 % 100 50

Baicheng IV 135 67 67 2011 57 50 % 15 % 500 614 12.4 20 % 100 50

Total - Baicheng 494 232 232 90 114 0 0 2,102 2,542 12.8 24 % 499 216

Datang JV / other future projects

Wind farm #1 223 109 109 2010 98 49 % 10 % 513 713 14.4 23 % 120 59

Wind farm #2 223 109 109 2010 98 49 % 10 % 513 713 14.4 23 % 120 59

Wind farm #3 223 109 109 2010 98 49 % 10 % 513 713 14.4 23 % 120 59

Wind farm #4 223 109 109 2011 93 49 % 15 % 513 702 14.2 23 % 120 59

Wind farm #5 223 109 109 2011 93 49 % 15 % 500 690 13.9 20 % 100 49

Wind farm #6 223 109 109 2011 93 49 % 15 % 500 690 13.9 20 % 100 49

Wind farm #7 223 109 109 2012 88 49 % 20 % 500 679 13.7 20 % 100 49

Wind farm #8 223 109 109 2012 88 49 % 20 % 500 679 13.7 20 % 100 49

Wind farm #9 223 109 109 2012 88 49 % 20 % 500 679 13.7 20 % 100 49

Wind farm #10 223 109 109 2012 88 49 % 20 % 500 679 13.7 20 % 100 49

Wind farm #11 223 109 109 2012 88 49 % 20 % 500 679 13.7 20 % 100 49

Wind farm #12 223 109 109 2012 88 49 % 20 % 500 679 13.7 20 % 100 49

Wind farm #13 223 109 109 2012 88 49 % 20 % 500 679 13.7 20 % 100 49

Wind farm #14 223 109 109 2012 88 49 % 20 % 500 679 13.7 20 % 100 49

Wind farm #15 223 109 109 2013 82 49 % 25 % 500 667 13.5 20 % 100 49

Wind farm #16 223 109 109 2013 82 49 % 25 % 500 667 13.5 20 % 100 49

Wind farm #17 223 109 109 2013 82 49 % 25 % 500 667 13.5 20 % 100 49

Wind farm #18 223 109 109 2013 82 49 % 25 % 500 667 13.5 20 % 100 49

Wind farm #19 223 109 109 2013 82 49 % 25 % 500 667 13.5 20 % 100 49

Wind farm #20 223 109 109 2013 82 49 % 25 % 500 667 13.5 20 % 100 49

Wind farm #21 223 109 109 2013 82 49 % 25 % 500 667 13.5 20 % 100 49

Wind farm #22 223 109 109 2013 82 49 % 25 % 500 667 13.5 20 % 100 49

Total - Datang JV / other future projects 4,912 2,407 2,407 295 279 700 656 11,050 14,990 13.8 21 % 2,282 1,118

Total 5,405 2,638 2,638 386 393 700 656 13,152 17,532 13.6 21 % 2,780 1,333

NPV of Total Cost of equity 13 % 386 348 548 455

Accumulated NPV 1,737 386 734 1,282 1,737

Illustrative pricing based on six farms only

29

Scenario assumptions

• Construction of 6 farms with no additional growth

• 5% dividend tax assumed on dividends paid by Chinese project companies to NBT’s Hong Kong holdco

Illustrative financing and pricingIllustrative financing and pricing

P/E (y+1)P/E (y+1) Valuation for various P/E assumptions*Valuation for various P/E assumptions*

2010 2011 2012 2013

17.3x

11.2x

2014

12.3x14.7x 14.8

Share issue at NOK 37.5

Note: Assuming share issue at NOK 37.5 per share

Value per share (NOK) 2011 2012 2013 2014

P/E (y+1) 7.5x 23 19 14 14

P/E (y+1) 10.0x 31 25 19 19

P/E (y+1) 12.5x 38 32 24 24

NOKm 2010 2011 2012 2013 2014 2015

NBT AS financing* (77)

Project equity (286)

NBT project cash f low s to equity 88 125 102 78 78

Exercise of NBT AS w arrants 36

Total (363) 124 125 102 78 78

Scenario for 6 w ind farms in NBT AS

Share price (applied in new issues) 37,5 NOK

New shares issued (m) 10

Shares outstanding (m) 29 39 39 39 39 39 39

Market cap 1 084 1 447 1 323 1 198 1 096 1 096

Net income 84 118 97 74 74

Illustrative pricing based on investments in near term portfolio

30

Illustrative financing and pricingIllustrative financing and pricing

P/E (y+1)P/E (y+1) Valuation for various P/E assumptions*Valuation for various P/E assumptions*

Scenario assumptions

• Post 2010 SG&A assumed financed by developers fee

• All project equity post 2010 less cash flow from farms in operation and exercise of warrants in 2011 financed by additional debt (@6% interest) backed by cash flow from farms in operation

• No Hong Kong dividend assumed in capex period

• No CER income post 2012

2010 2014

3.9x

2013

3.1x

2012

4.1x

2011

8.4x

17.3x

Share issue at NOK 37.5

Note: Assuming share issue at NOK 37.5 per share

NOKm 2010 2011 2012 2013 2014 2015

NBT AS financing* (77)

Project equity (286)

NBT project cash flow s to equity 88 125 102 78 78

Exercise of NBT AS w arrants 36

Total (363) 124 125 102 78 78

Scenario for 6 wind farms in NBT AS

Share price (applied in new issues) 37,5 NOK

New shares issued (m) 10

Shares outstanding (m) 29 39 39 39 39 39 39

Market cap 1 084 1 447 1 323 1 198 1 096 1 096

Net income 84 118 97 74 74

Value per share (NOK) 2011 2012 2013 2014

P/E (y+1) 7.5x 34 68 91 72

P/E (y+1) 10.0x 45 91 121 96

P/E (y+1) 12.5x 56 113 152 121

Balance sheet

31

Note: NBT AS preliminary figures. Including NOK 50m private placement proceeds

NBT 2009YE and H1 2010 pro forma balance sheetNBT 2009YE and H1 2010 pro forma balance sheet

Proforma Proforma afterNBT AS (parent company) balance conversionNOKm 31.12.2009 30.06.2010 30.06.2010Fixed assets 0,6 0,5 0,5 Capitalized costs 17,0 17,0 17,0 Investment in subsidiaries 17,0 17,0 17,0 Investment in other companies 1,8 1,8 1,8 Long-term receivables from Group Companies 121,3 126,3 126,3 Long-term Receicables and assets 18,1 19,0 19,0 Total fixed assets 175,8 181,6 181,6

Other receivables 0,1 0,1 0,1 Cash and equivalents 1,1 0,2 47,2 Total current assets 1,2 0,3 47,3 Total assets 177,0 181,9 228,9

Share capital 1,6 1,6 2,5 Share premium 57,3 8,2 215,0 Retained earnings and reserves -49,1 -14,0 -17,0 Total equity 9,8 -4,2 200,6

Convertible loan 152,8 157,8 - Other loan 12,7 12,7 Accounts payable 6,0 7,0 7,0 Accrued interest 2,4 2,4 Other short term debt 8,4 6,2 6,2 Total liabilities 167,2 186,1 28,3 Total equity and liabilities 177,0 181,9 228,9

Strong background in real estate development, project development and management of industrial companies

Experienced investor in real estate development and high tech / IT companies

Chairman / director on the board of several real estate and high tech/IT companies

International experience

Entrepreneur with more than 25 years experience in real estate development/project development

Director on the board of several real estate companies

Investor in several real estate projects and high tech companies

Extensive experience from China

Substantial international financial, operating and public markets experience

MBA in entrepreneurial management and marketing and BS degree in finance, summa cum laude, from The Wharton School at the University of Pennsylvania

Previously CFO of Nordic Windpower and other high tech companies

SVP in charge of mergers and acquisitions and corporate finance at Millicom International Cellular, a NASDAQ listed, global wireless company with operations in 21 countries

NBT management

32

Mr. Arne J. MyreExecutive Chairman


Mr. Joar VikenCEO & Board

Member

Mr. Joar VikenCEO & Board

Member

Mr. Walter ChangCFO

Mr. Walter ChangCFO

NBT AS – Board of Directors

33



Sverre StavsethBoard Member

Sverre StavsethBoard Member

Ulf JuvelBoard Member

Ulf JuvelBoard Member

• Strong background in real estate development, project development and management of industrial companies

• Experienced investor in real estate development and high tech / IT companies• Chairman / director on the board of several real estate and high tech/IT companies• International experience

• Board Member and employed by Borgestad since 1978 (CEO from 1990 until 2003)• Controls through Sverre Invest 14.2% of the shares in Borgestad• Prior experience as Director at Shipping Consultants and partner of Gunnar Knudsen• Holds a degree in business administration

• Executive Chairman of the SMA Mineral Group • Prior experience from Uddeholm AB and as CEO of SMA Mineral Group• Significant board experience from several companies ranging from suppliers of high

technology products to the truck industry and wind power industry

Mr. Joar VikenBoard Member &

CEO

Mr. Joar VikenBoard Member &

CEO

• Entrepreneur with more than 25 years experience in real estate development/project development

• Director on the board of several real estate companies • Investor in several real estate projects and high tech companies• Extensive experience from China

NBT Group – structure

34

(1) NBT AS has a total ownership in Nordic Wind Power Ltd of 1,9%, 0,4% directly and 1,5% through Deltawind AB.(2) Option agreement to increase ownership to 67%(3) Through a preferred share agreement, NBT has the right to certain dividends and profit split (4) Owned by Arne Myre and Joar Viken, but will be transferred to NBT in 2010

Norway

Hong Kong

China

UK

Pakistan

Cyprus

WCCI World Carbon Credit Invest Ltd

NBT (Baicheng) New Energy Development Co., Ltd.

Sanhe Green Energy Hong Kong Ltd

Sanhe Green (Lishu) New Energy Co., td.

NBT Development Ltd

NBT Enterprises LtdNBT International Ltd

Green Renewable Energy Holdings Ltd

NBT Renewable Development Ltd

Zeni Wind Power (Ptv.) Ltd.

NBT Energy Ltd

33.4% (2)

100%

100%

100%

80% ( 4)

100%

100%

100%

100 %

1.9% (1)

33% (3)

NBT (Linxi) New Energy Development Co., Ltd.

49 %

NBT AS

NBT Renewable Energy Ltd

Nordic Windpower Ltd

CER market description

35

• NBT’s renewable energy wind farms fall under CDM regulations

• First Baicheng project is already approved and registered by the UN

• Credit level is decided by the UN and validation company given the pollution level of alternative conventional energy in the area

• The 50 MW wind farm in Baicheng gets approximately 150,000 CERs per year

• NBT will get 100% of CERs from cooperation with Datang*

• Framework agreement is for 1,000 MW = 3 million tons of CERs per year

• The 60 MW (50MW + 10 MW heat) biomass power plant in Lishu gets approximately 400,000 CERs per year

• A large increase in demand for emissions reduction rights is predicted

• CER prices increasing from 10 to 30 Euros per ton will significantly improve NBT’s return

*) Datang is one of the top three largest state owned power companies in China.

NBT AS – top 15 shareholders

36

Source: NBT AS

• Excluding 1.54 million options available for management, but not granted.

Shareholder overview fully diluted *Shareholder overview fully diluted *

Investor No of shares % of totalLANI DEVELOPMENT AS 3 640 967 12,6 %EDDA INVEST AS 2 937 485 10,2 %DUKAT AS 2 787 786 9,6 %AKER INVEST II KS 2 626 164 9,1 %VIKEN, JOAR 2 447 965 8,5 %SMA MINERAL B.V 1 431 667 5,0 %GREEN TECH INTERNATIONAL ANS 1 400 000 4,8 %ARCTIC SECURITIES ASA 1 387 148 4,8 %VEDA A/S 1 285 500 4,4 %LUK, WING SANG 1 100 000 3,8 %BENT BUGGE AS 1 030 000 3,6 %BORGESTAD ASA 1 010 335 3,5 %NISTAD, EINAR SVERRE 699 375 2,4 %BURUM, JON 408 350 1,4 %

Total 28 904 965 100 %

Risk factors

37

• An investment in the Company involves a high degree of risk, should be regarded as highly speculative, and should only be made by persons who can afford the loss of their entire investment. Accordingly, prospective investors should consider carefully the following factors in addition to the other information concerning the Company and its business contained herein. The following factors are not to be considered to be a definitive or exhaustive list of all risks associated with an investment in securities of the Company and its business. All statements other than statements of historical fact, included in this Presentation, including without limitation, future plans and objectives of the Company, are forward-looking statements that involve various risks and uncertainties.

• No operating history - The Company has not yet completed the construction phase of the first wind farm, therefore not yet started operations and has only financial information for a limited period of time upon which prospective investors can evaluate the Company’s likely performance.

• Operational Risk - The activities that will be conducted by the Company will be subject to operational risks that include competition from other businesses, performance of various suppliers and equipment vendors, product performance warranties, regulatory risks and dependence on key personnel, all of which could affect the Company’s ability to meet its obligations and targets.

• Political risks - Changes in the legislative and fiscal framework governing the activities of the company engaged within the renewable energy sector may have a material impact on the Company’s operations. In particular, changes in political regimes at local, regional and/or national level in China will constitute a material risk factor for the Company’s operations. Furthermore, changes in international obligations regarding renewable energy production and trading of renewable energy certificates may have a material affect on the Chinese regulations and thereby material affect on the Company’s operations.

• Construction risk / risk related to the project’s contractual structure - The Company has entered into multiple contracts with contractors and vendors directly in relation to construction of the Baicheng 1 wind farm and not contracted the complete project to one (or a few) main contractors on an EPC turn-key basis. While this is not uncommon in the industry, it significantly increases the execution risk and financial risk of the Company compared to the risks of companies contracting on an EPC turnkey basis with main contractors.

• A large share of the costs related to construction of Baicheng 1 consists of equipment, supplies and civil construction ordered by the Company from various suppliers, including inter alia;

• Suzlon Energy (Tianjin) Ltd. (which is supplying the wind turbine generators, towers and civil construction for tower foundations)

• Baicheng Power Zhenlai Transformer Co., Ltd (which is supplying the box transformers for the wind turbine generators)

• Shandong Taikai Transformer Co. Ltd. (which is supplying the main substation transformer)

• There is a risk of interface problems between the various contractors’ responsibilities under the contracts. Any delays and cost-overruns which are not attributable to a contractor, or has financial exposure in excess of the contractors' liability, e.g. liquidated damages provisions on the project would (wholly or partially) be the Company’s risk and could have a material adverse impact on the financial position of the Company.

• Reliance on various Suppliers - The operations of the Company, particularly during the project execution phases, will require significant resources and the business will be heavily dependant on its key suppliers. If the Company was, for any reason to be unable to maintain a business relationship with its key suppliers for deliveries of e.g. wind turbines and other equipment, its business and financial condition may be materially adversely affected. The Company has previously experienced difficulties in obtaining timely deliveries from its suppliers due to late payments from Company, however the Company does not expect any cash flow problems short term going forward due to the AEI Contributions and HSBC Loan now in place and therefore expect timely deliveries from the suppliers going forward.

• Real Estate - An investment in real property in China is today regarded as fairly safe and predictable, although there is always a risk related to both central government and local authorities. Some of these risk factors are best described by giving a short insight into how the property marked in China actually works;

• Real estate sales in China take place in the form of transfer of right to use land. To obtain land-use rights, the land user must sign a land-grant contract with the local land authority and pay a land-grant fee up front. The grantee will enjoy a fixed land-grant term and must use the land for the purpose specified in the land-grant contract. Depending on the type and purposes of land use, the maximum term of a land grant ranges from 40 years for commercial usage, 50 years for industrial purpose, to 70 years for residential use.

• The rules regulating real estate business conducted by foreign investors consist of two levels, central government and local authorities. The central government has provided several guidelines to regulate the land administration. The most notably are the Law of Land Administration of the People's Republic of China (1998), the Interim Rules 1990 on Sale and Transfer of State Land's Use Rights in Cities and Towns (the 1990 Interim Rules), and the Regulations 1990 on Development and Management of Tracts of Land by Foreign Investors (the 1990 Regulations). Local authorities (provinces, cities and/or counties) have also posted some regional regulations and policies that are applied only in particular local jurisdictions. Often local authorities offer some incentives designed to attract foreign investors. The State Council is empowered to, on behalf of the State administer the land owned by the State. All the land in China needs to be registered and recorded.

• Although some efforts have been made, the lack of transparency in administrative procedures and arbitrary application of regulations and laws remain one of the main risk factors when foreign companies invest in China.

• Infrastructure, including local grid and backbone access and capacity - The Company is dependant on local grid connections for each wind farm and sufficient capacity in local and central grids in addition to other infrastructure related to both the construction and operating phase of each project. The Company informs that under the current regime local grid companies are obligated to provide local grid connections and to purchase all electricity from renewable energy production delivered to the point of access to the local grid. However, there seem to be significant risk that either the applicable regulations will be amended and/or that grid companies will not be willing and/or able to pay for power to the extent it is not delivered to customers due to lack of grid capacity. It is expected extensive expansion in power production in China which will cause need for corresponding expansion of the grid capacity. Insufficient infrastructure and especially grid connectivity or capacity may (wholly or partially) become the Company’s risk and could have a material adverse impact on the financial position of the Company.

Risk factors

38

• Power sale and tariffs - The Company has not yet entered into power purchase agreement (“PPA”), grid connection agreement or dispatch agreement in relation to any of the planned wind farms. According to the Company, these will be entered into immediately after receipt of the electricity power generation license which is obtainable at when the wind farm is operational. Terms and conditions of the PPA are set according to governmental regulations and local grid company will be obligated to purchase the entire power production delivered to the local grid at a fixed tariff set by Chinese authorities, upon the Company’s receipt of the electricity power generation license. There is risk that terms of these agreements may be amended and that tariffs may be reduced by authorities and such events may have material adverse affect on the Company’s operations and revenue.

• Competition - The renewable energy industry is highly competitive. Many of the Company’s competitors for the production and development of renewable energy, and for capital to finance such activities, will include companies that have greater financial and personnel resources available to them than the Company.

• Government Regulations - The operations of the Company require licenses and permits from various governmental authorities in China and the Company has been granted necessary licenses required prior to completion of the construction phase in relation to the Baicheng 1 project. There can, however, be other licenses required in the future and there can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out the development and construction of its other projects.

• Key Personnel - The Company’s success depends, to a significant extent, upon management and key employees. The loss of key employees could have a significant negative effect on the Company. The Company will face competition for skilled personnel and there is no assurance that the Company will successfully attract and retain personnel required to successfully execute its business strategy.

• Global Energy Prices - Global energy prices have risen over recent years and together with governmental incentive schemes made the construction and operation of wind farms profitable. However significant decreases in the traditional electricity costs and/or changes in energy prices locally and globally may affect subsidies schemes and materially adversely affect the Company’s business and financial condition.

• Industry Risk - The industry of renewable electricity involves a substantial degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Shareholders must rely on the ability, expertise, judgment, direction and integrity of the management of the Company.

• Technological Advances - The industry of renewable electricity sources is susceptible to significant technological advances and the introduction of new products utilizing new technologies. Further, this industry is also subject to changing industry standards and market trends and to competitive pressures. Due to rapid changes, the success of the Company will depend in part on its ability to gain access to products and services that respond in a timely manner to the technological advances and evolving industry standards.

• Technical lifetime and operational risks - The technical lifetime of a wind farm is assumed by the Company to be more than 30 years, but there is a risk the wind farms will prove not to be technically able to perform that long. The length of its commercial life will ultimately depend on its efficiency relative to future technical solutions. Unforeseen operational and/or technical problems might lead to unexpectedly high operating costs and/or lost earnings, which may have a material adverse effect on the financial position of the Company.

• Elimination of Wind Energy Incentives - The company is dependant of the governmental incentive schemes for renewable energy in China. The company informs that the Chinese government currently guarantees electricity prices for renewable energy producers at a fixed level and imposes local grid companies to purchase all electricity produced from renewable energy at the fixed price. Reduction in or elimination of such incentives may have materially adverse affect to the Company’s operations and financial condition.

• Uncertainty regarding the future of the Clean Development Mechanism (CDM) - The Kyoto Protocol expires 31 December 2012, and there is significant uncertainty as to whether to CDM will be continued under a new international agreement, and if so in what form. The absence of a new international agreement under which CDM is continued, or changes to the mechanism under a new international agreement, may have an adverse affect on the CER price, and may thus adversely affect contemplated revenues received from the sale of emission reductions from current or future CDM projects.

• Risks related to registered CDM projects - NBT (Baicheng) New Energy Development Co., Ltd has achieved CDM registration for the Jilin Taobei Boashan Wind Farm Project, and the Company’s wholly owned subsidiary WCCI World Carbon Credit Investment Limited has entered into a Certified Emissions Reductions Agreement under which it will purchase up to 443,174 CERs (or equivalent post-2012 emission reductions) from the project. There is a risk that this project, will not achieve the expected amount of emissions reductions, and thus, that the project will not receive the expected amount of CERs. This can be caused by a number of circumstances, for instance a delay in the completion of the project, which means that the total amount of emissions reductions achieved under a crediting period may be reduced. Furthermore there is a risk that achieved emission reductions are not certified, and consequently that the expected amount of CERs are not issued. The risk will also apply to any other projects which achieve CDM registration.

• Risk related to planned CDM projects - CDM projects planned by the Company or its subsidiaries may be ineligible for registration as CDM projects (or as projects under any equivalent mechanism under a future international agreement). To achieve registration the projects must complete a comprehensive registration process, including being validated by a designated operational entity and being accepted by the CDM Executive Board. There is a risk that planned projects will not meet the current registration requirements or that they will not meet future requirements, and that the project consequently will not receive CERs.

• CER market risks - Due to the volatility of the international CER market the future sale of CERs or equivalent carbon credits are uncertain, and the Company and its subsidiaries will be exposed to risks due to fluctuations in CER Market. Due to the uncertainty regarding the existence of CDM post 2012, fluctuations are likely to occur in the future. The Company’s wholly owned subsidiary WCCI World Carbon Credit Investment Limited has entered into a Certified Emissions Reduction agreement, under which 900,000 CERs (or equivalent post-2012 emission reductions) are sold to SMA Mineral B.V., for a price of EUR 15, which gives the shareholders of NBT AS increased exposure to the CER market risks.

• Environmental Risks - Environmental damage may result from the Company’s projects and services. The construction of wind farms includes, among other things, land excavation and the installation of concrete foundations. Wind farms can be a source of environmental concerns, including noise pollution, damage to the soil as a result of oil spillage, and peril to certain migratory birds and animals that live, feed on, fly over or cross the property. The Company may also be assessed financial penalties for any environmental damage caused by its operations. Financial losses and liabilities that may result from environmental damage could affect the Company’s business and financial condition.

Risk factors

39

• Taxation risk - The Company’s and/or its subsidiary’s own activities will to a large extent be governed by the fiscal legislation of the jurisdictions where it is operating, as its activities in most cases will be deemed to form a permanent establishment according to the tax laws of those countries. Thus, the Company is exposed to a material risk regarding the correct application of the tax regulations as well as possible future changes in the tax legislation of those relevant countries. In addition, the Company is to a certain extent being exposed to different rules of customs duty.

• Foreign Currency Fluctuations - The Company will be exposed to risks due to fluctuations in interest and exchange rates. Currency exchange rates are determined by forces of supply and demand on the currency exchange markets. These forces are affected by the international balance of payments, economic and financial conditions, government intervention, speculation and other factors. Most of the Company’s costs and income will be in RMB and the Offer is based on valuation of the Company in NOK. Changes in currency exchange rates relative to the NOK will affect the NOK value of the Company’s assets and thereby impact upon the Company’s total return on such assets. Currency fluctuations relative to NOK of an investor’s currency of reference may adversely affect the value of an investor’s investments.

• Financial Risks - Management believes that the financial resources of the Company will be at a sufficient level to cover all of its operating and financial costs in connection with the implementation of the short-term business plans of the Company. However, there can be no assurance that growth will be achieved at such levels or that additional financial resources may not be required due to unforeseen circumstances or a change in the business plans of the Company.

• Risks related to Loan Agreement - The Company has entered into a loan facility of RMB 397,000,000 (the “HSBC Loan”) with HSBC Bank (China) Company Limited, Beijing Branch Bank of Communications Co., Ltd. (“HSBC”) and various convertible loans. The terms and conditions of the loan agreements include inter alia restrictions on the operations and financial covenants affecting the Company.

• With the shareholder loan and equity subscription from AEI which comes on top of the HSBC Loan and the Convertible Loans, the construction costs for the first windfarm, Baicheng 1, will (based on the Company’s budget) be fully funded. However, if the project suffers delays or cost overruns, additional funding will be required. Further, the HSBC Loan is divided into two facilities. HSBC has confirmed receipt of all conditions precedent documents to the first drawdown under the first facility, Facility A of the amount of RMB 377,000,000. Drawing of the second facility, Facility B of the amount of RMB 20,000,000, are subject to further conditions being met by the borrower at the time the facility are to be drawn,

• Confirmation from HSBC Bank (China) Company Limited, Shanghai Branch that the total amount of Facility A has been fully drawn by the Borrower

• Evidence that the amount standing on the credit balance of the Offshore Reserve Account, as defined in the HSBC Loan agreement, is not less that an amount equivalent to RMB 15,000,000 as determined by PBOC Exchange Rate, as defined in the HSBC Loan agreement, prevailing on the date on which the registration of the Baicheng 1 Project as a CDM project at CDM Executive Board of United Nations has been completed.

• If the relevant conditions are not met, HSBC will be entitled to refuse to pay the loan to Company upon receipt of a drawdown notice, in which case the Company will need additional funds to fully finance the construction of the Baicheng 1 project. There is a risk such funding will not be available (or, if available, only on unfavourable terms) which could have a material adverse impact on the financial position of the Company.

• Additional Financing - The Company may acquire additional financing in order to make further investments or take advantage of future opportunities. It is expected that additional financial resources will be needed for development and construction in relation to the Baicheng 2-4 projects and the Datang projects. The ability of the Company to arrange such financing in the future will depend in part upon prevailing capital market conditions, as well as upon the business success of the Company. There can be no assurance that the Company will be successful in its efforts to arrange additional financing on terms satisfactory to the Company. If additional financing is raised by the issuance of shares or other forms of convertible securities from the treasury, control over the Company may change and the Shareholders may suffer additional dilution. If adequate funds will not be available, or will not be available on the accepted terms, the Company may not be able to take advantage of opportunities, or otherwise respond to competitive pressures and remain in business.

• Payment of Dividends - The future payment of dividends will be dependant upon the financial requirements of the Company to finance future growth, the financial condition of the Company and other factors which the Board of Directors of the Company may consider appropriate in the circumstances. The payment of dividends in the future is uncertain.

• Dilution - Current shareholders will experience significant dilution to their shareholdings as a result of the Offering. The Company currently has convertible loans which may result in a substantial further dilution of the equity interests of the shareholders. Moreover, should the Company require additional funds, it is likely that to obtain the necessary funds the Company will have to sell additional securities, including but not limited to, shares or some form of convertible security, the effect of which would result in a substantial further dilution of the present equity interests of the shareholders.

Documents

20100701 NBT Company Presentation Draft