March 2009 Clean Equity Conference Monte Carlo Strictly Private a bright future for tomorrow (PowerPoint)

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					March 2009, Clean Equity Conference, Monte Carlo

Strictly Private and Confidential

Table of Contents
1. 2. 3. 4. Investment Highlights Executive Summary Industry Overview Carbon Markets

1. Investment Highlights

Transaction Overview
 ZEBASOLAR is seeking an equity investment of up to US$ 60 mm via a private placement of convertible securities from strategic and/or financial investors (the ―Transaction‖), at a pre money valuation of $450 million based on its pipeline of projects in India, EU and the USA. – The investment will fund the first 3 phases of Solar farm development through 2009 and 2011, financing equity in 40MW of thin film and CIGS manufacturing plants in India, as well as finance the redemption of all of the outstanding convertible securities

 The Company seeks to become one of the largest Solar farm developers in India, offering world class technology and quality operations
 The Company also seeks to Develop and sell projects in the EU and US on an opportunistic basis through its current pipeline  The Company is entering a pre launch phase. – The first 50 MW will be completed and operating by 2Q 2010 – Total installed capacity of 100 MW is expected by the end of 2011 and up to 450 MW by the end of 2015 and 1000 MW by 2019

 ZEBASOLAR is contemplating an IPO in 2012 to build out its backlog capacity


* Bowark Energy, Jing Long Yeh

Summary Investment Highlights
 I. Rapidly expanding Solar energy demand   II. Favorable legislative and regulatory framework  India’s exponential economic growth has been naturally met with rising energy demand, which in turn has also resulted in increased pollution. In order to address both rising energy needs and rising pollution, the Indian government has committed to a clean energy target of 20 GW by 2020. Renewed commitments to Solar in the EU and anticipated new policy in the USA As part of this commitment, the Indian government has passed several laws and measures to promote the development of alternative clean energy, such as the Renewable Energy Law In particular, several states in addition to the areas targeted by the central government have set as a priority Solar generation area under the Renewable Energy Mid-to-Long Term Strategy to provide clean energy to their grids. ZEBASOLAR's sites have favorable Solar characteristics with above average Solar irridiaiton and capacity factors All of the Company’s sites are within coverage of power grids, ensuring connection without significant additional investment

III. Strategically located Solar farm sites

 

IV. Advanced stage of obtained approvals

 

The Company has demonstrated its ability to expedite the key project approvals required for operation to commence. The sites are at very advanced stages in the regulatory process relative to most of its competitors The Company expects to have 150 MW MW of installed capacity by the end of 2010

 V. Security of supply and additional revenue opportunities    

STF/Amelio JV will provide a stable supply of Module equipment at cost plus a small margin ZEBASOLAR’s captive production plant, should further enhance the value of JV due to the synergies created bringing the cost of modules to under $.90 (USD). Potential revenue upside from the sale of CERs earned on output generated Project level returns to be enhanced by holding company debt and IPO Attractive convertible bond structure contemplated

VI. Return Potential


Summary Investment Highlights
 VII. Highly valued pipeline The Company’s pipeline should be viewed attractively when compared to that of other Indian, US and European Companies: – – Shorter development time on average (1 year compared up to 5 years) Growth is almost 100% organic – expanding on existing site

VIII. Broader Economic Upside


Appreciation of appreciation of Rupees, higher tarriffs in the EU, new legislation in the USA.


The Potential of ZEBASOLAR

 Industry with huge growth potential  Strong governmental support and favorable regulatory framework  Best in class Solar sites and construction quality  Uniquely positioned to supply modules to ensure pipeline rollout  Demonstrated development success

Attractive and Risk Hedged Investment Opportunity

 Committed and passionate management team focused on company’s success
 Attractive returns


2. Executive Summary

A Dynamic Company
  Board members adopt and adhere to strict corporate governance practices consistent with western standards Management team in local markets are comprised of native teams and powerful local partners, which facilitates the development of relationships with relevant government officials – crucial to companies in highly regulated sectors like the Solar energy industry

Perfect Blend of US, European and Indian Expertise

Accelerated Development

Majority Owned Foreign Enterprise


Received approvals for projects in six to nine months, while it takes most other Indian Solar farm operators several years on average, growth through JV’s and M&A in the EU and USA with strategic partners Once initial approvals for development are obtained, this significantly increases the likelihood of being granted operational licenses


US holding company structure greatly improves capitalization efforts, with access to an IPO on any exchange Management team has full control of operations and profits of company




Overview of Corporate Strategy
Leading Regional Solar power developer in India, Europe and the US

 To develop and operate a portfolio of Solar energy assets producing in excess of 1000 MW by 2019 by capitalizing on an early mover advantage

Positioning as a Global company

 Establishing a local working presence in India to address the culture and bureaucracies of the Iocal economy and government, which typically present high barriers of entry to new foreign entrants. Utilizing the asset base we have acquired in India, Europe and the USA to further invest in the development and Acquisition of higher margin Solar Energy Power Projects.

Superior management

 Combining substantial experience at board and management levels with detailed understanding and respect for regional politics and financial relationships

High quality Solar farms

 Acquiring the best Solar sites in India, EU and USA through thorough due diligence, governmental assistance and strong local partners.  Maintaining a strong position within each region for ethics, speed of delivery and sustainability  Investing in infrastructure of the best technological standards for the highest returns for investors


Strong Track Record and Poised for Continued Growth
 During the short period of time since its establishment, ZEBASOLAR has made significant advancement in becoming a leading Solar farm operator in India, Europe and the USA. – The Company will commence the operation of its first Solar farms with 150 MW capacity in the 3 rd Q of 2009 – This is to be followed by an additional 300 MW of capacity by the end of 2010, which will position the Company favorably for its future growth beyond

2008 – 2009  Established by Shahal Khan and Majid Khan  William Stroem, Marden Fernandes invited to join ZEBASOLAR’s board bringing in valuable insight and industry contacts

2009  Brought on Management team with 300 years of experince in the Solar field  Secured MOU’s/PPA’s in India, Italy, Spain, Greece and the USA.  Sign MOU with Indian JV partner for Thin Film Module plant

2009 -Continued  Secured first round of financing for build out of power projects and module plant

2010 & Beyond  Additional 200 MW of capacity to be installed in India  Contemplated IPO in 2011  Full build-out of 1+ GW capacity in 10 years

 Build out of first 50MW of power projects.
 Commence building of first thin film module plant in Gujarat of 40 MW with a production cost target of under $1.

 Established ZEBASOLAR, India, EU, USA


Profiles of Board of Directors & Management
Name & Title Shahal Khan Founder & President
Dr. Anand Rangarajan Director CEO Power Projects  

Curriculum Vitae  Extensive experience working with Indian Government and EU institutions for project approvals. Raised over $5 billion in project finance for projects in the Telecommunications and Energy space.
30+ years in Solar and Renewable Energy Sector; – formulated numerous government contacts and knowledge base in the industry globally. Founded World Water and Exterra Aligned projects and financing for these companies in the US, Europe and Asia. Current project pipeline in excess of 100 MW valued in excess $500 million. Developed technologies (leading to six patents) related to running very large (up to 1000 HP) standard AC motors using PV power directly for applications related to water pumping and running compressors. This technology is now in commercial use running the largest PV driven water pumps (275 HP) and compressors (350 HP) in the world. Developed and signed agreements with the government of Sri Lanka to deliver water and power to 20,000 homes in remote fishing villages using solar power. Arranged for financing through GE capital  Founding partner of Trisolar, Bedford, Ma after leaving MIT Lincoln Laboratory. Developed, sold, engineered and installed several first of a kind stand alone systems for practically every Department of the US Government and several multi lateral organizations and NGO’s in the US and in over 20 countries. Diverse technology, business, market and cultural experience. From developing micron scale semiconductor lasers for communications to mass producing millions of square feet of thin film silicon solar cells for remote power generation, has consistently combined a detailed understanding of the technology, a keen awareness of the distinct difference between technical novelty and marketable value with a thorough business grounding to create, build and expand profitable technology businesses in the UK, Europe and the US. Has served on the boards of both the European and US Solar Energy Industries Associations and managed photovoltaic businesses on both continents he is recognized expert in photovoltaic technologies and markets. Through his consulting business he has been contracted to advise a number of the largest International photovoltaic companies in the world and has provided expert reviews oell photovoltaic technologies and markets for the US Department Of Energy and various International Agencies.


Dr. Chris Sherring





Key Commercial Agreements
module Supply Power Purchase Agreement



Regional partnerships


Summary of Capacity Roll Out
Annual Installed Capacity (MW)

1,200 1,000 800 600 400 200 0 2009 2010 2010 2011 2011 2012 Total Cumulative Booked Capacity (MW) - MOU Agreements Cumulative Installed Capacity (MW)

Source: Company 10

Corporate Structure
 ZEBASOLAR Holdings is the offshore parent company – HQ is ZEBASOLAR USA – There are two project offices in the EU and India – JV with SUKON India for the Plant real estate and the local production of Silicon and Gas – JV with STF/AMELIO for IPR for Thin Film Modules


Braveheart Investments

Shahal Khan














Module Joint Venture Project Offices
51 *The Company is currently evaluating the option of moving its head office to a more tax efficient domicile

Joint Venture—Module Manufacturing Gujarat (India)
 In March, ZEBASOLAR, through a wholly owned subsidiary, entered into a MOU to form a Solar (―Module‖) manufacturing company with Sunkon group.  Contributed (i) cash and (ii) production infrastructure

 Production of 40MW modules planned to commence June 2010
2009 2011 2015

Expected Output
40MW 80MW 160MW

3rd Party Sales
Pre Sold to ZS Pre sold to ZS Pre sold to ZS

Available Supply for JVCO
30% 30% 30%

 The Company will be in a position to benefit from this acquisition as there are significant synergies expected in the form of combined technologies and lower costs


 The JV brings significant advantages to the Company – Allows compliance with the rule that 50% of the module components must be locally produced – Guarantees supply of equipment (50% of the JV output) in an environment of Module supply shortage – Cost savings due to competitive prices negotiated (cost plus a fixed percentage)






Advanced Stage of Approvals
Obtaining Key Operating Licenses and Consents Bidding Approval leading to PPA and Concession Agreement Construction and Commissioning

 Conditional approval for grid connection via a MOU  Allocation of land Resource  Approval of a feasibility / pre feasibility study

 The price of the PPA is usually subject to a negotiation process  The tender is submitted with a draft concession agreement and PPA  Following approval of the bid the PPA and concession agreement are awarded and signed  (India, Italy, Greece, USA)

 Specification, costing and negotiation of the site development contract and the sourcing of modules

 (India, Italy, Greece, USA)

 India, Italy, Greece, USA

 (Conditional Grid Connection Approval)\ (Allocation of Solar Resource) (Pre feasibility study)

(PPA expected by 3Q 2008)


Advanced Stage of Approvals in India and the EU, USA
Selection of Acreage Award of Conditional Development Agreement

 Solar farm developers choose and acquire sites which are pre-selected by the local provincial government  This minimizes the risk of subsequent problems in obtaining permits and approvals due to factors inherent in a selected site

 Local government agrees to support development of the Solar farm  Right to develop the plans for a Solar farm on the relevant site conditional on the developer applying for the necessary permits and approvals as well as progressing its plans for the site

 Uttar pradesh (India, 7MW)  Punjab (India, 7 MW)  Gujarat (India 150 MW)  Rajasthan (India 50MW)  Italy (130 MW)  Greece (20 MW)  USA (10MW)

 Uttar pradesh  Punjab  Gujarat  Rajasthan  Italy  Greece  USA


Additional Upside
Cost Savings: Preferred Customer Agreement with JV  ZEBASOLAR has a preferred customer agreement for the supply of Modules and equipment with its own module manufacturing plant as well as with customers of STF at preferred rates under the market at $1.75 per watt.  Guarantees the supply of at least 90% of the JVs output  The modules will be supplied at a favorable pricing of a fixed percentage above the cost of production  This presents both (i) supply stability and (ii) significant CAPEX savings as modules account for over 70% of the total construction costs of a Solar farm  The supply agreement is renewable for successive twoyearly terms after 2030  Exclusive access to the JV’s Tandem Duo a-SI and CIGS product giving the company an technical advantage in the market Additional Revenue: Trading of CERs  ZEBASOLAR is exploring measures to sell carbon emission reduction certificates its earns on the energy it generates – Has engaged a carbon credit financing company for this purpose


3. Industry Overview

Key Regulatory Approvals for Solar farm development

Agreement to Develop the Solar Farm with Local Government

Conditional Grid Connection Approval by State Owned Power Grid Company

The Allocation of Solar Resource issued by the Relevant Development and Reform Commission

Approval Letter of the Feasibility Study by the Relevant Development and Reform Commission

Letter Regarding the Non – Existence of Important Materials on the Land

Bidding Approval Issued by the Relevant Development and Reform Commission

Power Purchase Agreement and Concession Agreement Awarded


Economics of Operating a Solar Farm

Solar Farm CAPEX Comparison (US$mm/ MW Installed Capacity)

 CAPEX associated with creating a connection to the power grid


ZEBASOLAR is competitive in regards to its CAPEX needs especially given the supply agreement from its STF/Amelio JV As modules account for more than 70% of the total CAPEX needs for a Solar farm, any cost related savings provide a significant advantage Though ZEBASOLAR was supplied with modules from the market (in phase I most future sites going forward will be supplied by the JV The Company estimates the cost savings to be approximately 50% for each module supplied by the JV

 Includes all other related ―hard‖ CAPEX excluding the actual Module itself and certain ―soft‖ costs such as insurance and consultancy


 Cost of Module


Increase in Cost of Energy in India
 Mainstream sources of energy, particularly coal, are increasing in cost – The government is increasingly linking electricity prices with coal costs via a ‖coal-cost-pass-through‖ linkage mechanism which allows the electricity price to float in line with coal price fluctuation. – Since December 2005, 70% of the coal price increase was transferred to end users with the generating companies absorbing the remaining 30% – In March 2007, supply bottlenecks caused India to become a net coal importer even though it has some of the largest coal reserves in Asia!.  Power companies are putting pressure on the government to raise energy prices to cover the increase in costs  Due to load shedding, prices on state grid fluctuate over 200% during peak periods Domestic Coal Price (RP/t)

Average Power Tariff for Coal-Fired Generators (RP/kWh)

YoY growth of 35%




1,202 1,161 1,114 1,088 1,125 1,218

0.26 0.25 0.25


0.24 0.24


0.23 0.23 0.22


1,000 972 921 929 980


Significant pressure from coal companies to increase power tariffs due to increases in coal pricing


Grid power tariffs are on the rise





800 Jul-06 Aug-06 Sep-06 Oct-06 Nov-06 Dec-06 Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07











Source: India Coal Report September 2007

Source: Songlin Group, India Market Series


Increasing Demand for Energy-India
 India’s economic development is driving growth of its demand for power – For the first half of 2008, GDP YoY growth rate was 9.5%, which corresponded to a national power demand YoY growth of 12.6%  Continued growth forecasted for the future, driven by capital inflows and domestic consumption – Analysts expect national power demand growth to be 12% YoY in 2009 and 13% YoY in 2010. – Coal has formed the majority of the demand for power in India India GDP Growth Rate








0.0% 1989 1991 1993 1995 1997 1999 2001 2003 2005 GDP Growth 2007 2009 2011 2013 2015 2017 2019

Source: National Bureau of Statistics of India

Annual Power Supply and Demand Growth in India

National Power Generation by Sector
6 60 6



52 6 532


17.3% 15.3% 15% 15.1% 14.0% 13.6% 11.6% 10% 9.0% 12.6%

52 6
14.5% 14.0% 12.0% 10.5% 9.8% 10.0%

% Change

(M MWh)

52 6 54 10 9 52 395 2,716 2,357 1,807 2,018 417 457



8.3% 7.4%

3,890 3,499 3,096

51 328

6.0% 5% 5.4%

0% 2001 2002 2003 2004 2005 Demand 2006 Supply 2007E 2008E 2009E 2010E


2005 Coal plant


2007E Hydro plant

2008E Nuclear plant

2009E Others


Source: Deutsche Bank Global Markets Research July 2007 15

Source: Citigroup Global Markets Equity Research April 2007

Solar Energy Well Placed for Growth in India
 The Indian government has committed to Solar energy targets of 20 GW by 2015 and 200 GW by 2030 – 2015 target of 20 GW represents a CAGR of 62% from 2008 – 2030 target of 200 GW represents a CAGR of 20% from 2010

 This will be further driven by the fact that cost of Solar energy production is falling to levels comparable to that of non-renewable alternatives such as coal
 New Energy Finance, an industry research resource estimates that the Solar energy sector is expected to exceed the 2020 government set targets by 50%  Today, renewable energy in India is a $600-million market growing at the rate of 15 percent annually. India ranks fifth in the world in renewable energy capacity. Its renewable energy target for 2030 is 200GW, up from its current 8GW. The goal will require an estimated $200 billion capital investment. India Solar Generation Capacity Target (MW)
Energy From Solar in GW 35 30 25 20 15 10 5 0 2009 2015
Source: NDRC,, New Energy Finance 17

Energy From Solar in GW

2016 2020

2011 2030


India Renewable Energy Sector
 The renewable energy sector in India is expected to receive $US180 billion of public and private investment by 2020 and exceed government set targets for capacity

Total Projected Investment in India Renewable Energy by 2020 (US$bn)

Geothermal $3.8

Large Hydro $9.5

Solar $41.1

Mini Hydro $32.8

Biomass $32.1

Wind $60.0

Large Hydro Mini Hydro Wind Biom ass

Source: New Energy Finance Forecast
Solar Geotherm al


 Investment volume of sustainable investments in Europe  Germany: 2000-2007 Increase in sustainable funds from  Austria: 25% increase of sustainable investments to € 105 billion (Source: KBC AM ) € 1,5 to 20 billion
(Source : KBC AM )

€ 1,4 billion (Source : KBC AM )

 Projection of global investments in renewable energy until 2016: € 500 billion (Source: Ernst&Young)




Geothrermal water

India, EU and USA Solar Industry Drivers
 The accelerated pace of industrialization creates a massive demand for energy and corresponding investment into energy generation infrastructure and capacity  In the first 8 months of this year, at least 80% of electric power generation in India came from coal fired power plants(1)  Government policy has been to encourage cost reduction via the localization of Solar module manufacturing as well as awarding concession projects

Demand for Energy


Pollution Concerns
 India is beginning to address its serious pollution problem  One solution has been to reduce the use of coal fired power plants which release tons of harmful carbon into the environment

Government Support
 The central government has supported Solar industry growth aggressively via ambitious targets for installed capacity as well as Solar power related regulations to incentivize growth in infrastructure

(1) Merrill Lynch Asia Pacific Renewable Energy Research September 2007 33

Global Solar Industry Drivers
 Global factors make Solar the obvious alternative to fossil fuels and other forms of energy Environmental concerns  Kyoto Protocol obliges members to reduce carbon emissions in light of the harmful effects of greenhouse gas on the global climate  In newly industrialized countries, the main concern has been mitigating the pollutive effect of burning fossils fuels  Solar power is the obvious alternative due to its minimal impact on the environment Need for a stable, sustainable resource  Demand for energy is predicted to be almost 60% higher in 20 years(1) whereas the supply of fossil fuel is soaring  Major concerns exist over the reliance on imports as well as unstable prices of non renewable energy  Solar, on the other hand is an indigenous and unlimited resource Commodity prices set to keep rising(2)  Average global industrial electricity prices have increased by 46% between 1998 and 2006, while average global household electricity prices have increased 42% over that time  It is estimated that world oil consumption will increase at a YoY rate of 1.8 millions barrels/day during the 4Q2007

(1) Global Solar Energy Outlook 2006, Greenpeace and Global Solar Energy Council (2) Energy Information Administration 28

Global Installed Capacity
 The Solar industry in Asia has seen steady annual installation growth rates  India has eclipsed India in possessing the fastest growing Solar industry in Asia Growth in Annual Installed Capacity by Region Growth in Cumulative Capacity in Top(1) Markets

8000 7000 6000 5000 4000 3000 2000 1000 0 Europe Asia North Latin Am erica Am erica Africa and Middle East Pacific 2003 2004 2005 2006

2002 Germany Spain US India Denmark Italy UK China NL Japan Total Top 10 37.0% 44.6% 9.6% 13.3% 16.1% 15.5% 16.5% 17.0% 42.6% 51.1% 27.9%

2003 21.8% 28.6% 36.1% 24.9% 7.9% 14.8% 20.8% 21.2% 31.3% 65.9% 24.7%

2004 13.8% 33.2% 5.5% 41.2% 0.1% 39.8% 36.0% 34.7% 18.6% 36.2% 18.0%

2005 10.8% 21.3% 36.0% 47.7% 0.1% 35.7% 49.2%

2006 11.9% 15.8% 26.8% 41.5% 0.4% 23.6% 45.1%

01 - '06 CAGR 18.7% 28.3% 22.1% 33.1% 4.7% 25.5% 32.9% 45.5% 26.3% 38.5% 22.6%

64.9% 106.7% 13.0% 15.2% 21.3% 28.0% 29.3% 21.4%

(1) Top 10 markets determined by 2005 total installed capacity numbers Source: Global Solar 2005,2006 Report, Global Solar Energy Council 31

Global Solar Industry Drivers

Dramatic fall in cost of Solar energy production  The cost of Solar energy has more than halved over the last 20 years(1) – In the early 1980s, when the first utility-scale PV modules were installed, Solar-generated electricity cost as much as 60 cents per kilowatt-hour. Today, state-of-the-art Solar power plants can generate electricity for less than 15 cents/kWh(2)  This cost is comparable to that of non renewable resources, especially after factoring the external costs of fossil fuel energy – e.g. new coal energy production costs approximately 5 – 9 cents per kwH(3))

Significant improvement in technology  Capacity, efficiency and visual design of Solar PV modules have improved dramatically  A modern Solar Module is not only space efficient, but produces 20 more times electricity than what was available 20 years ago(1)


4. Carbon Markets

Legislative Framework under Kyoto Protocol
 The United Nations Framework Convention on Climate Change (1992)
Key Annex I parties Austria Belgium Cyprus Czech Republic Denmark Estonia Finland France Germany Greece Hungary Ireland Italy Latvia Lithuania Luxemburg Malta Netherlands Poland Portugal Slovakia Spain Sweden UK Canada Japan New Zealand Key Non Annex I Parties India India Brazil South Africa Pakistan Argentina South Korea Mexico Indonesia Saudi Arabia


Objective was to stabilize greenhouse gas (―GHG‖) concentrations in the atmosphere Governments agreed to  gather and share information on GHG emissions, national policies and best practices  launch national strategies to address GHG emissions and adapt to their expected impacts, including provisions for financial and technological support to developing countries  submit data on emissions to the UNFCCC secretariat annually to enable tracking of global emission trends and facilitate public accountability for individual government efforts.



The Kyoto Protocol (1997) – United Nations mechanism to implement the UNFCCC – Committing industrialized nations ( ―Annex I Parties‖) to legally binding targets to reduce emissions of greenhouse gases

Position of Industrialized Nations Relative to Kyoto Targets (2004)
250 200

By October 2006, the Kyoto Protocol had been ratified by 165 countries

(Million tonnes of CO2e per annum)


150 100 50 0 (50) (100) (150)







Companies in the Annex I countries receive an allocation of emission allowances each year, and those who exceed these allowances face penalties – It is unlikely that industrialized nations will be able to meet their Kyoto targets through their own emissions reductions


Most Annex I parties have negotiated individual emission level targets relative to a baseline set on the basis 1990 emission levels









43 Source: Carbon Capital Markets research, MM Capital research

Czech Republic

New Zealand














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