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ENERGY DYNAMISM. ADVICE. SOLUTIONS.

Auditing Tax consulting Legal consulting Corporate Finance & Consulting


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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


ENERGY DYNAMISM. ADVICE. SOLUTIONS.

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


Contents

A strong partnership

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Challenges in the energy industry and renewable energy sector

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Expertise in the energy industry at RBS

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Tax consulting for power companies and sources of renewable energy

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Bookkeeping and controlling

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Advising on closed-end funds and on asset investments in compliance with the Capital Investment Code

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Legal consulting

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Auditing and audit-related consulting

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Corporate finance und financing models

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International network

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Contacts

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Locations

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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A strong partnership

RBS RoeverBroennerSusat is one of Germany’s leading independent, medium-sized audit and tax consultancy firms. RBS RoeverBroennerSusat Rechtsanwaltsgesellschaft mbH, a leading medium-sized law firm, is also a member of the RBS Group. At ten locations and with 50 partners and around 650 employees (thereof more than 200 are certified professionals), we serve our clients in the areas of auditing, tax consulting and legal advice, as well as corporate finance and consulting services. Along with a strong regional presence, we also offer our clients audit and consultancy services globally through our international Moore Stephens network. In over nine decades we have consistently grown together with many of our clients. These long-term client relationships are, above all, based on the reliable quality of our work and the high level of our consulting performance. We are a medium-sized audit and consultancy firm with a partnership structure. We know small and medium-sized enterprises, their special concerns and how they see things. Our closeness to the client is an important cornerstone of our daily business. We place experienced experts at your disposal who are able to respond quickly to your questions, to guide you through problems and to develop fast as well as reliable solutions. This ensures individual attention, quick response times and recommendations tailored to the client’s needs. Our employees are highly qualified specialists. They are the foundation of our success. We help them to develop their existing skills and knowledge and support each individual along his or her career path. Our corporate culture is characterised by an atmosphere of closeness and consideration as well as a trusting and transparent cooperation. We are positioned for healthy growth. Our goal is to maintain our existing high standards of quality through our expertise, our experience, our unconditional personal motivation and uncompromising professionalism and to consistently exceed the expectations of our clients time and time again.

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


Challenges in the energy industry and renewable energy sector

The goal of energy and environmental policies is to achieve a rapid transition in energy policy and to ensure secure supplies of energy through sources of renewable energy. This dynamic development on the market means new challenges for energy suppliers and producers. The companies operating in the renewable energy sector are presently facing challenging legal and tax issues. On the one hand, they are affected by the unknown future of the German Renewable Energy Sources Act [Erneuerbare-EnergienGesetz (EEG)] after the upcoming parliamentary elections. On the other hand, the legal guidelines for building and operating power generating systems – such as the requirement to contribute to grid stabilisation when generating electricity – constrain the implementation of such projects.

„Companies will have to adjust to lower statutory feed-in remuneration, more problematic financing and – as regards partnerships – higher tax burdens. Timely and swift action is therefore required. Customised corporate structuring and financing can help avoid, or at least mitigate, the burden looming.“

Gerhard Schmitt, Partner Attorney, Tax Advisor Frankfurt am Main

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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Expertise in the energy industry at RBS

RBS RoeverBroennerSusat has had many years of experience in offering legal and tax advice to companies in the energy industry and renewable energy sector. We also support our clients with our expertise on financial issues. Our advisory team for energy and sources of renewable energy includes highlyqualified specialists. We mostly advise medium-sized entities. These include engineering firms, project developers, issuing houses and large individual investors. Owing to the great variety of tasks we undertake, we have, over the years, developed a profound and practical understanding and have gained experience that we routinely apply. In addition, the RBS team is represented in the relevant associations dealing with the typical issues arising in this industry. This ensures that recent technical and economic developments as well as market trends shape our advisory and auditing activities. For larger projects many solutions are closely intertwined and thus must be expertly coordinated. This is why intensive, close interdisciplinary collaboration between the respective specialists is practiced at RBS when required. A case in point is optimal tax planning, for which not only tax expertise and the drafting of legal documents are required but also advising on the appropriate financing. We can provide a wide range of consulting services. Along with the interdisciplinary cooperation of our qualified professionals, we always view the project holistically – thus we can offer effective advice from a single source.

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


The services we render have been allocated to the following four areas:

Tax consulting ƒƒ Consulting on the conceptual design of tax models ƒƒ Ongoing tax consulting ƒƒ Cross-border tax planning ƒƒ Preparing financial statements in accordance with the German Commercial Code and with IFRS ƒƒ Tax considerations in designing funds and investing in assets in compliance with the Capital Investment Code [Kapitalanlagegesetzsbuch (KAGB)] ƒƒ Support for government tax audits

Auditing ƒƒ Financial statement audits ƒƒ Consolidated financial statement audits ƒƒ Assistance in converting to IFRS ƒƒ Yield certification according to EEG ƒƒ Reviewing prospectuses for compliance with IDW S 4

Legal consulting ƒƒ Due diligence audits (buyer/vendor) ƒƒ Drafting and reviewing contracts ƒƒ Civil and corporate law consulting ƒƒ Consideration of legal aspects in designing funds and in investing in assets in compliance with the KAGB ƒƒ Litigation

Corporate finance & consulting ƒƒ Giving assurance on calculation tools ƒƒ Structuring financing ƒƒ Financing models ƒƒ Preparing and reviewing profitability calculations ƒƒ Insolvency audits

For each of our service areas, we have a competent contact partner at your disposal, who will bring in other experts from other technical fields if required.

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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Tax consulting for power companies and sources of renewable energy

The tax advisors specialising in power companies and sources of renewable energy at RBS RoeverBroennerSusat can develop tailor-made conceptually designed tax models together with you, which optimally correspond to the specific tax compliance requirements pertaining to your particular situation. We can therefore assist you in your tax planning for founding a new company as well as in optimising the structure of your group by taking taxes into consideration. We are happy to offer advice on any plans you may have for purchasing and selling shares in municipal utilities and – as is often the case for renewable energy – in partnerships. In such cases we can support you in avoiding unnecessary tax consequences. Just as importantly, we can offer customised investment and financial planning based on financial analyses. When our specialists present their solutions to your particular tax requirements, complex VAT issues, which power companies face, may arise, for which you will find competent contact partners at RBS RoeverBroennerSusat. RBS RoeverBroennerSusat has gained comprehensive experience in advising on the ongoing tax issues for large power companies operating internationally as well as for energy traders. Our advisory team has gained years of experience in advising on ongoing tax matters in the renewable energy sector for solar panel park and wind farm developers.

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


Bookkeeping and controlling

We see our advisory services as a holistic support for your company. We therefore gladly manage not only tax planning and designing tax models but also handling your bookkeeping and annual financial reporting activities. Of course, we also provide these services in English for foreign investors. Through doing the financial accounting, which includes assigning and maintaining accounts, and recording and evaluating data, we are in a position to handle control functions as well. This means we can promptly alert you to any potential risks so that we can collaborate in developing appropriate solutions. Of course, we also prepare the required tax returns and can support you as a partner at your side in managing any government tax audits.

Dr. Peter H. Eggers, Partner Auditor, Attorney, Tax Advisor Berlin

„Power companies are especially affected by taxes in a number of ways. In addition to corporate income tax and value added tax, electricity tax and the surcharges for promoting sources of renewable energy are especially significant. Moreover, companies are also confronted with other taxes not based on profit, such as trade tax, real estate tax, vehicle license tax, etc. Consulting that anticipates what is coming and thinks along with you can be of great benefit in considering the consequences of decisions affecting taxes. Since RBS has been comprehensively and professionally advising energy and power companies for a number of years, we have gained a wide range of experience in this area.“

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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Advising on closed-end funds and on asset investments in compliance with the Capital Investment Code

The issue of environmental protection and sustainability is gaining ever greater importance. In the area of closed-end funds and asset investments in compliance with the KAGB, the demand for assets in the renewable energy sector is also high – regardless of whether this involves solar panel parks, biomass power plants or wind farms.

Consulting services Closed-end funds and asset investments in compliance with the KAGB ‚‚ Consulting on the tax and legal conceptual design ‚‚ Preparing the prospectus ‚‚ BaFin approval procedures ‚‚ Reviewing prospectuses for compliance with IDW S 4 ‚‚ Ongoing tax and legal consulting

Klaus-Lorenz Gebhardt, Partner Attorney, Tax Advisor Berlin

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„The renewable energy sector has long since proved to be an important source for asset investments made by private and institutional investors. More and more investors are looking for optimal investment conditions abroad. When choosing the right investment structures, not only tax aspects must be considered, but also regulations, e.g., those in accordance with the Capital Investment Code, are at issue. RBS guides you throughout such projects, from the initial planning, obtaining the required permits from the Federal Financial Supervisory Authority [Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)], dealing with the day-to-day administration up to exiting from the project. Our multidisciplinary advisory team with its knowledge based on decades of experience is ready to serve you.“

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


Large projects involving renewable energies are frequently financed by funds because of the considerable need for investment. To successfully implement a fund-based project, highly-qualified advisory services are required that take the difficult market environment, the particularities of the renewable energy business and the various market players involved into account. RBS RoeverBroennerSusat possesses this expertise, has the right contacts and is the right partner for funds. For more than 45 years we have been advising fund initiators with fund design. In the process over 400 funds with an investment volume of over EUR 7 billion in mutual funds have been structured for institutional investors. Our specialists with experience in this sector have profound knowledge of funds, especially in sources of renewable energy. Owing to the increasing number of regulations, this industry is also frequently required to certify completeness, correctness and comprehensibility of the fund in accordance with the standard IDW S4 issued by the Institute of Public Auditors [Institut der WirschaftsprĂźfer (IDW)] in Germany. And even if we have not been involved in the planning phase, we can gladly review the prospectus. For more than 15 years we have been certifying a variety of asset classes in accordance with IDW S 4, not only for reputable fund brokers, but also for ambitious new brokers. Our expertise and independence are valued not only by banks but also by independent initiators.

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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Legal consulting

RBS RoeverBroennerSusat Rechtsanwaltsgesellschaft mbH has been advising and representing investors in, operators of and planners of wind farms and photovoltaic power plants in the renewable energy sector for a number of years. Especially for any acquisition or sale of shares, you can benefit from our comprehensive know-how. We thereby work closely with our colleagues specialising in tax consulting on the legal design of funds. For larger scale projects a number of legal, tax and accounting issues are closely intertwined and need to be coordinated. Our greatest advantage in these cases is our ability to offer interdisciplinary consultancy from a single source.

Consulting services Transaction consultancy (Mergers & Acquisitions) We can guide you in transactions involving various sources of renewable energy from the planning phase to the signing of the contract. During the whole process of buying or selling a wind farm, etc., we offer comprehensive advisory services for initiating the transaction and managing it, including analysing risks and designing the transaction structure. In addition, we offer advisory support during a legal due diligence for the buyers as well as for the sellers (buyer/vendor due diligence). Our key competencies also include drafting and negotiating contracts. A legal due diligence generally includes: ‚‚ Securing property ‚‚ Obtaining the permission required under the Federal Emission Protection Act [Bundes-Immissionsschutzgesetz (BImSchG)] ‚‚ Financing ‚‚ Corporate law ‚‚ Contracts ‚‚ Insurance law

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


Corporate law structuring During the founding of an operating company we offer comprehensive founding consultancy services including advice on selecting the appropriate legal form and its implementation. In most cases a partnership is the preferred legal form selected for operating firms and investment firms in the renewable energy sector. During the design phase the allocation of liability risks is regularly considered. We also advise on the restructuring and reorganising of companies as well as the design of corporate agreements and group structures. Contract law Clients face a fundamental challenge in legally drafting and reviewing the numerous contracts required. We support you during the review, negotiation and drafting of the required contracts in order to mitigate corporate risks. Project development and capital investment law [Kapitalanlagerecht] We respond to your legal queries in connection with developing projects and making the appropriate investments. We furthermore advise you during the planning phase of your project as well as assisting you in organising an optimal number of investors. We thereby consider the regulations of the Capital Investment Code, also the anticipated or existent public participation. Litigation Should any legal disputes arise, we shall represent your interests in any legal proceedings. Our legal practice is a member of the international network of lawyers, Warwick Legal Network, to which more than 40 reputable law firms in over 25 countries, especially in Europe, belong. With this valuable resource, the lawyers of RBS RoeverBroennerSusat can also offer their clients legal consulting expertise at the international level.

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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Auditing and audit-related consulting

Our core competencies also include auditing separate and consolidated financial statements in accordance not only with the German Commercial Code [Handelsgesetzbuch (HGB)], but also with international accounting standards. We also perform reviews of financial statements, respectively interim financial statements, prepared in accordance with these standards. We understand our audit engagement to be one of not only ensuring the accuracy of your accounting system and certifying its compliance, but rather one of acting as your partner to guide you in optimising the potential of your accounting system. By employing our industry know-how in performing efficiency calculations, we can determine how you can best optimise your inventories. In addition, the experienced teams at RBS RoeverBroennerSusat gladly support you by issuing expert opinions for business purposes such as assessing restructuring plans, reviewing company valuations as well as in performing due diligences. Furthermore, we issue various certificates based on independent reviews in accordance with the EEG, particularly in connection with the conditions manufacturing companies with high energy consumption must meet in order to reduce the amount of the EEG surcharge they are to pay pursuant to the EEG. We check whether the energy consumption of your manufacturing company is sufficient for being eligible to have a portion of your electricity costs refunded.

„Owing to the current EEG surcharge for financing the energy transition, manufacturing companies with high energy consumption not only must undergo an annual financial statement audit, but also require numerous certifications by auditors in order to qualify for reducing the EEG surcharge as specified in the EEG and Act on Combined Heat and Power Generation [Kraft-WärmeKopplungsgesetz (KWKG)].“ Rainer Weichhaus, Partner Auditor, Tax Advisor Berlin

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


Our services include verification of your company’s energy consumption data, monitoring the system for collecting and recording relevant electricity volumes, as well as determining the ratio of the electricity costs to the gross value added. We certify our review evaluation as auditors, so that you can use this certificate as evidence of having fulfilled the regulatory and contractual provisions for applying for such refunds as specified in § 41 of the EEG. We can gladly investigate whether you can also submit an application for an independent component of your company or if an exemption as specified in § 41 of the EEG is possible owing to a legal restructuring. We can also provide additional services with regard to feed-in tariffs and concession fees. We analyse and identify possible weaknesses with regard to your company’s regulatory and contractual obligations in connection with the EEG. Based on these, we make recommendations for improvements and courses of action. Furthermore we can issue certificates in accordance with § 50 of the EEG if you, as a grid system operator or as an electricity supplier, are required to prepare invoices in accordance with §§ 47 to 49 of the EEG. On the basis of our activities for energy providers, we can also provide support in evaluating networks, respectively the preparation and maintenance of separate accounts. Upon request, we – together with our international accounting group at RBS RoeverBroennerSusat – are happy to assist you in converting your accounting to IFRS. We audit a number of project developers, who are active in projects that develop and realise wind farms as well as numerous companies serving as wind farm operators. Additionally, we have acquired comprehensive experience in preparing financial statements for energy park suppliers.

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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Corporate finance and financing models

The Corporate Finance and Consulting team of RBS has been advising companies and entrepreneurs in all parts of the value chain of renewable energy sources with regard to business issues for the last 15 years. We invite you to take advantage of our many years of experience in planning, implementing and following up on your projects and prospects for investment.

Consulting services Capital procurement and business plan preparation Our experts assist you in setting up the optimal capital structure for your company. We develop tailor-made capital market strategies with you for your entities and support you in implementing them rapidly. Banks have become ever more restrictive in their lending criteria over the years. This process is at an exceedingly critical juncture at the moment due to the tightening of the EU-wide Basel III regulations. As a result, obtaining credit has become an ever more important issue for many companies. We guide our clients through the whole financing process: from assessing investment prospects for risk, reviewing financing models, formulating the request for financing, negotiating the framework conditions all the way through to successfully concluding the financing arrangements.

Dirk Jessen, Partner Auditor, Tax Advisor Hamburg

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„Good consulting begins with a holistic understanding of the particularities of the industry, its structure and the needs of investors and creditors. We assist in developing appropriate investment structures for the company and for investors from tax and business perspectives as well as in mitigating potential financial risks. We solve measurement issues, e.g. determining the capital requirements for insurance companies to remain solvent with regard to the various forms of investment opportunities in energy generating units.“

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


Transaction consulting We support you in your decision making on an investment prospect during a financial due diligence process. We can point out to you not only synergies but also possible risks for your company. Consulting concerning Solvency II In particular for insurance companies, we verify whether they meet the requirements of Solvency II with regard to having adequate capital for investing in renewable energy systems. Valuation We value companies for planned restructurings, potential acquisitions or sales by using procedures based on capitalised earnings and cash flow methods in accordance with IDW S 1, on multiplier methods based on comparable market prices as well as on the net asset value method. An intensive portfolio analysis, which is particularly required for determining the net asset value, uses a multipletrack valuation method to report points of intersection indispensable for deriving a sustainable result from the earnings based method. In measuring the value of intangible assets, we differentiate between using a method that is either oriented to market value or is based on income or cost. However, the requirements for a realistic, reliable and at the same time efficient valuation of intangible assets go well beyond just correctly using standard tools. Along with our distinct technical skills, an understanding of the company’s business models, knowledge of the industry, and, not to forget, sound judgement are required. These are our strengths. Business consulting And should an investment not develop as planned, we support you in preparing restructuring plans, in considering liquidation through to having forensic expert opinions prepared in the event of the parties involved having differing opinions.

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


International network

As a member of the international Moore Stephens network, we offer audit and advisory services worldwide. With 21,000 employees in more than 620 offices and 100 countries, Moore Stephens is represented in all important economic centres worldwide through independent member firms and counts among the leading and most renowned international networks. We thereby have an excellent foundation for our international activities at our disposal. On questions regarding international tax law, audits in accordance with international accounting standards or for cross-border transactions, we can quickly and effectively involve international advisors. For the best possible representation of your interests – at any time and at any place.

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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Contacts

Gerhard Schmitt Tax consulting, legal consulting, closed-end funds Attorney, Tax Advisor Degree in Business Administration T +49 69 500 60-2020 F +49 69 500 60-2050 E g.schmitt@rbs-partner.de

Uwe Ehrsam Auditing Dresden/Leipzig, EEG Certifications Partner Auditor, Tax Advisor T +341 339 70-600 F +341 339 70-611 E u.ehrsam@rbs-partner.de

Dr. Peter H. Eggers Tax consulting, financial statement preparation, Expert opinions on prospectuses Partner Auditor, Attorney, Tax Advisor T +49 30 208 88-2160 F +49 30 208 88-1311 E p.eggers@rbs-partner.de

Dr. Joachim Dannenbaum Auditing Hamburg, Corporate Finance, EEG Certifications Partner Auditor Degree in Economics T +49 40 415 22-841 F +49 40 415 22-931 E j.dannenbaum@rbs-partner.de

Klaus-Lorenz Gebhardt Tax consulting, Funds and asset investments in compliance with the Capital Investment Code Partner Attorney, Tax Advisor T +49 30 208 88-1202 F +49 30 208 88-1182 E k.gebhardt@rbs-partner.de

Dirk Jessen Tax consulting, sources of renewable energy, corporate finance Partner Auditor, Tax Advisor Degree in Business Administration T +49 40 800 08-3100 F +49 40 800 08-3150 E d.jessen@rbs-partner.de

Rainer Weichhaus Auditing Berlin Partner Auditor, Tax Advisor Degree in Business Administration T +49 30 208 88-1900 F +49 30 208 88-1194 E r.weichhaus@rbs-partner.de

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RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.


Locations

Berlin Auguste-Viktoria-Strasse 118 14193 Berlin T +49 30 208 88-0 F +49 30 208 88-1999

Munich Herzog-Heinrich-Strasse 22 80336 München T +49 89 350 00-0 F +49 89 350 00-2350

Rankestrasse 21 10789 Berlin T +49 30 208 88-0 F +49 30 208 88-1999

Nuremberg Längenstrasse 14 90491 Nürnberg T +49 911 60 07-0 F +49 911 60 07-2699

Hamburg Domstrasse 15 20095 Hamburg T +49 40 415 22-0 F +49 40 415 22-111

Dresden Bautzner Strasse 17 01099 Dresden T +49 351 45 15-0 F +49 351 45 15-2250

Frankfurt am Main Gervinusstrasse 15 60322 Frankfurt am Main T +49 69 500 60-0 F +49 69 500 60-2050

Potsdam Hebbelstrasse 27 14469 Potsdam T +49 331 73 04 07-70 F +49 331 73 04 07-79

Cologne Aachener Strasse 75 50931 Köln T +49 221 912 84-50 F +49 221 912 84-56

Greifswald Steinbeckerstrasse 10 17489 Greifswald T +49 3834 885 33-40 F +49 3834 885 33-44

Leipzig Petersstrasse 1–13 04109 Leipzig T +49 341 339 70-600 F +49 341 339 70-611

The RBS Group includes the RBS RoeverBroennerSusat GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft as well as other firms offering highly qualified consulting and auditing services. You will find a comprehensive overview on our website at www.rbs-partner.de.

RBS RoeverBroennerSusat | Energy – Dynamism. Advice. Solutions.

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EN 8/2013

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