Clifford Chance - Air Energy

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2.1.4 Management of the Offeror As of the Date of this Prospectus, the board of directors of the Offeror is composed of Mssrs. Geert Glimmerveen, Hugo Buis and Michael Corten. As directors of an entity affiliated with Eneco Group, the Company's directors will be required to adhere to the corporate governance policy of Eneco Group, which is further described under section 2.2.4(c) below. Brief curricula vitae of the Offeror's current directors are set out below: - Geert Glimmerveen (49) has a Masters degree in Business Economics from the University of Amsterdam. He worked 6 years for the management consulting firm McKinsey&Company. After that he worked for the truck manufacturer DAF Trucks in several financial positions and worked 2 years as a director of finance. He became director of finance and IT of the Academic Hospital Utrecht. Geert has now been working for 5 years with Eneco, at first as Director of Operations and IT and currently as Director of Strategy. - Michael Corten (37) holds a Master degree in Business Management from the University Hasselt and University Leipzig. He started his carreer at EOC Group (Chemicals), then joined BASF AG as Sales Manager Europe. Michael Corten joined Eneco in 2003, where he heads Eneco's Belgian subsidiary. - Hugo Buis (41) holds a Masters degree in Mechanical Engineering from the University of Delft. He worked 5 years for ABB Lumnus Global in several functions, including a 1 year posting in Houston, Texas, United States. He also worked 10 years for Twynstra Gudde Consultants & Interim Managers as interim manager in the energy business. Hugo Buis joined Eneco 2 years ago and is now Director for Renewable <strong>Energy</strong> Production. Brief curricula vitae of the anticipated Offeror's directors's permanent representative representing the Minority Shareholders are set out below: - Frédéric Dawans (42) holds a Master's degree in business management and fiscal studies from the Solvay Business School (ULB). He is the co-founder, Managing Director and Chairman of the Board of Directors of the Company. He is also director of various private asset holding companies and chairman of the federation of producers of electricity from renewable sources (EDORA). He was the co-founder and CEO of the consultancy firm AOS Belgium (Sales: EUR 30 million, formerly DBAssociates SA) (1990-200l) and the co-founder, director and member of the executive committee, of the venture capital fund E Capital; - Luc Regout (41) holds a Master's degree in applied economics from the UCL (Université Catholique de Louvain). He is the co-founder and Managing Director of the Company. He was also a Business Development Manager for Technirail SA, a subsidiary of SNCB (1995), a Commercial Export Manager for Transurb Consult SA, a subsidiary of Tractebel Engineering and SNCB (1990-1995). - 18 -
2.2 Eneco Group 2.2.1 Identification of the Eneco Group The Offeror is majority owned (@ 84.70%) by Eneco Milieu B.V., a limited liability company (besloten vennootschap) incorporated under Dutch Law, having its registered office at Rochussenstraat 200, 3015 EK Rotterdam, the Netherlands, and registered with the register of commerce of Rotterdam (Kamer van Koophandel van Rotterdam) under number 24257373 ("Eneco"). Eneco itself is an indirect wholly owned subsidiary of ENECO Holding N.V., a company incorporated under Dutch Law, having its registered office at Wilhelminakade 955, 3072 AP Rotterdam, the Netherlands, and registered with the register of commerce of Rotterdam (Kamer van Koophandel van Rotterdam) under number 24306393 ("ENECO Holding"; together with its subsidiaries, within the meaning of the Belgian Company Code, the "Eneco Group"). Pictured below is a simplified organigram of the current structure of the Eneco Group. - 19 -
Page 1 and 2: Air Energy Holding NV Limited liabi
Page 3 and 4: Table of contents Important Notices
Page 5 and 6: 3.8.3 Comments on the financial for
Page 7 and 8: IMPORTANT NOTICES HOLDERS OF THIS D
Page 9 and 10: SUMMARY This summary (the "Summary"
Page 11 and 12: The non-regulated business consists
Page 13 and 14: In addition, the Company shall have
Page 15 and 16: 2. THE OFFEROR AND THE ENECO GROUP
Page 17: has a put option (the "Put Option")
Page 21 and 22: distribution and supply) has droppe
Page 23 and 24: warmth is supplied in the form of h
Page 25 and 26: The current members of the supervis
Page 27 and 28: It is the Offeror's intent to appoi
Page 29 and 30: The Company's operating offices are
Page 31 and 32: (b) Investments (i) Main Investment
Page 33 and 34: The main geographical market for th
Page 35 and 36: Windfarms owned entirely or in part
Page 37 and 38: Subsidiaries are required to disman
Page 39 and 40: (g) Trend Information Wind levels r
Page 41 and 42: 3.1.4 Administrative, management, a
Page 43 and 44: the shareholders meeting at the 200
Page 45 and 46: or several times over that period o
Page 47 and 48: (a) Assumptions relating to the bal
Page 49 and 50: guaranteed and covered by suppliers
Page 51 and 52: 4. THE OFFER 4.1 Features of the Of
Page 53 and 54: (i) Premiums based on the Company H
Page 55 and 56: Capacity (MW) (1) Under Company Cou
Page 57 and 58: (vi) Discounted Cash Flow Analysis
Page 59 and 60: (d) Independent squeeze-out If no f
Page 61 and 62: development, realisation and produc
Page 63 and 64: As the time period granted to Elect
Page 65 and 66: (iii) Higher Price paid after the O
Page 67 and 68: In the event of a counter-offer (wh
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Belgium has concluded a tax treaty
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6. MEMORANDUM IN REPLY You will fin
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Air Energy Holding NV Values EUR I.
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Air Energy Holding NV Values EUR Tu
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Schedule 2 - 2007 ENECO HOLDING'S C
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Financial Statements 2007 Consolida
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Consolidated balance sheet At 31 De
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Consolidated statement of changes i
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2.03 Principles of consolidation
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2.06 Segmented information Detailed
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2.10 Income taxes Income taxes comp
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ecognised as goodwill within twelve
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A tax receivable is recognised for
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2.22 Equity Share capital � e sha
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4. Financial risk management Eneco
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Risk managers and energy traders ar
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Notes to the consolidated profi t a
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� e total regular remuneration ca
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Specifi cation of the eff ective ta
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14. Intangible fi xed assets Goodwi
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� e following table summarises th
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� e following table features the
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� e following table features an a
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Energy commodities Interest rate sw
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27. Other provisions Dismantling/ r
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As of the balance sheet date the sh
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� e following table features the
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Notes to the consolidated cash fl o
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Segment reporting All amounts are i
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Events after the balance sheet date
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� e subsidiaries marked with an *
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Company profi t and loss account Fo
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Notes to the company annual account
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Other information Profi t appropria
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Schedule 3 - 2007 COMPANY'S CONSOLI
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Compte de résultat consolidé Éca
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Règles d’évaluation Air Energy
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Annexe I Données signalétiques 1.
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Annexe III Immobilisations corporel
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Annexe V Immobilisations fi nanciè
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Annexe VIII Résultat par action (e
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Annexe X Charges et produits d’im
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Annexe XII Annexe complémentaire (
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Annexe XIV Droits et engagements ho
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Comptes statutaires Conformément a
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Schedule 4 - ACCEPTANCE FORM Accept
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MANDATORY TAKE-OVER BID FOR CASH BY
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(ii) the Offer Price represents a p
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4.2 Transfer of shares by members o
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Table of Contents: 1. GENERAL PROVI
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Clifford Chance - Air Energy

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