Carnegie Wave Energy : Shareholders Vote Overwhelmingly for EMC Acquisition

ASX Announcement‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌

2 December 2016

Carnegie Shareholders Vote Overwhelmingly for EMC Acquisition

Carnegie Wave Energy Limited (ASX: CWE) is pleased to announce that its shareholders today voted overwhelmingly in favour of acquiring the remaining 65% of leading solar and battery microgrid developer, Energy Made Clean (EMC). This successfully completes the final condition precedent to Carnegie's 100% acquisition of EMC. The transaction will be executed next week on Tuesday the 6th December 2016.

Carnegie shareholders also voted overwhelmingly in favour of changing the Company name to Carnegie Clean Energy Limited (ASX: CCE) in recognition of Carnegie's broadening focus on clean energy.

Please find attached the presentation delivered today by Carnegie's Chief Executive Officer, Dr Michael Ottaviano at the Company's EGM where the resolutions were passed.

For more information: Dr Michael Ottaviano Managing Director

Carnegie Wave Energy Limited (08) 9335 3993

enquiries@carnegiewave.com Website: www.carnegiewave.com

Commercial

Carnegie

Extraordinary General Meeting Presentation

Dr Michael Ottaviano

Managing Director

& Chief Executive Officer

in Confidence & © Copyright Carnegie Clean Energy Limited 2016 2

2nd December 2016

The information contained herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of any offer to buy or sell any security or to participate in any trading strategy or to enter into any transaction. If any offer of securities is made, it shall be made pursuant to a definitive offering memorandum prepared by or on behalf of any fund or other issuer which would contain material information not contained herein and which would supersede this information in its entirety.

Leverage our unique microgrid IP to accelerate revenue growth and convert to

• the delivery of profitable projects delivered through a mix of develop, BOO, EPC and O&M.

• establishing relationships with credible partners to extend our capability (e.g. larger projects), our market reach (e.g. national and international markets) and our project scale (third party infrastructure investment).

  Continue to grow the value of our unique wave energy IP via:

• further innovation to ensure we remain world's best wave technology with development funding >2/3rds off balance sheet

• realise the value of our wave energy IP through mix of licensing, equipment supply, development and wave energy microgrid BOO.

  Carnegie Competitive Advantage

  Wave power

  • Undisputed leader in wave energy technology - only company to have operated a grid-connected wave energy project over four seasons, with thousands of in-ocean operating hours.

  • >$130 million invested to date over six prototype cycles with est. $30 million left of which ~2/3rds funded off balance sheet

  • 15MW CETO wave project at Wave Hub in Cornwall, UK with £9.6m EU grant for stage 1

  • The CETO IP independently valued in 2016 by a Big 4 accounting firm at AU$85 million

    Microgrid power

  • Diversified into microgrids through the 100% acquisition of Energy Made Clean, a leading Australian engineering company focused on clean energy microgrid EPC and O&M.

  • Only ASX-listed company with in-house design, construction, operation and maintenance of solar hybrid (solar/battery and/or diesel) systems for off grid and fringe of grid applications

  • Identified EPC pipeline in Western Australia alone ca. AU$500m through to 2020.

    Corporate power

    Commercial in Confidence & © Copyright Carnegie Clean Energy Limited 2016 6

  • ASX-listed, well capitalised: $10 million cash, $31 million in undrawn Govt grants, $3.69 million debt and

    $21m standby debt.

  • Combined team of 90 focused on profitable project development, financing, delivery and O&M.

  • Estimated CCE revenues of ~AU$22m in FY17 (FY16 revenues of AU$2m) => inflection point in Carnegie's evolution.

    Commercial in Confidence & © Copyright Carnegie Clean Energy Limited 2016 7

    Starting to Gain Global Awareness

    CWE Wave Hub Berth

    CWE Ireland 100% owned subsidiary

    CWE UK

    …

    100% owned subsidiary

    …

    …

    CWE Mauritius Wave & Microgrid Design Project

    ……

    ……

    CETO 6 - Garden Island

    Microgrid Project

    CWE Chile

    100% owned subsidiary

    Carnegie HQ & Wave Energy Research Facility

• Game-changing move by acquiring 100% of leading Australian solar/battery microgrid developer Energy Made Clean (EMC).

• AU$10.4m scrip and AU$1.6m cash upfront. AU$1m cash to be paid in 2 tranches tied to FY17 and FY18 revenue targets of AU$20m and AU$30m respectively.

• Benefits:

  • delivers Carnegie an immediate revenue stream (FY16 revenue AU$16m)

  • supports the commercialisation of Carnegie's CETO technology

  • creates only ASX-listed company with dedicated renewable microgrid capability.

  • in-house ability to design, develop, finance, construct, operate and maintain microgrids.

• Acquisition includes:

  • 50 staff and offices, workshop, warehouse, test facility and equipment fleet based in Perth.

  • Licensed Electricity Retailer (SWIS)

  • 50MW solar project development pipeline in Western Australia

• Partnerships with:

• NZ utility Infratec to expand state-of-the-art Solar/Battery/Diesel Solutions to NZ and the Pacific Islands

• North Western Australian Indigenous Engineering Services provider Eastern Guruma

Remote monitored and controlled 100 kW PV /110 kVA Diesel/ 64 kWh battery project in outback Australia

1.1MWh Battery Energy Storage System for Synergy Alkimos Project

"Of the eight leading wave companies four have gone bankrupt, one was folded by its owner, one has scaled back its activities drastically, one has had serious setbacks and one (Carnegie Wave Energy) has made considerable progress with its technology."

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Bloomberg New Energy Finance, 2016