# CEO Letter to the Board — Q1 2026

**From:** Tomás Berger, Chief Executive Officer
**To:** Board of Directors, Helios Renewables AG
**Date:** 14 March 2026
**Classification:** Board-confidential

Dear Directors,

The first quarter of 2026 closed in line with the operating plan on revenue and ahead of plan on adjusted EBITDA, but the headline figures hide three structural shifts that are now ready for board attention. This letter previews the papers in your pack and flags the decisions I am asking you to take on 18 March.

## 1. Operating momentum

Q1 delivered **€312.4 m of revenue (+11.2 % YoY)** and **€41.9 m of adjusted EBITDA (margin 13.4 %)**, ahead of the €37 m we guided in November. The PV-module business continues to grow but at a decelerating rate (+6 % YoY) — exactly the pattern we anticipated when the strategic plan was last refreshed in 2024. The grid-scale battery-storage line, by contrast, grew **+58 % YoY** to €71 m, and our order book stands at €214 m, of which 71 % is locked in for delivery before end-2026.

## 2. Strategic pivot: from modules to storage

The CSO paper (`04-strategic-plan-update.md`) lays out the case for treating grid-scale storage as the primary growth platform from 2027 onwards. Two consequences for the board to internalise:

- We propose to **reallocate ~€90 m of FY 2026 capex** (originally earmarked for PV-module capacity expansion in Antwerp) into the new 2 GWh battery-cell partnership with Kintron Energy in Bratislava.
- We will keep the existing PV-module capacity but **freeze the Antwerp Phase-II expansion** indefinitely. This is a clean break, not a wind-down — the existing plant continues to operate at full utilisation.

The CSO will speak to the operational sequencing. I want directors to be comfortable with the strategic rationale before approving the related capex reallocation.

## 3. Inorganic move: Solarcraft GmbH

We are recommending an **all-cash acquisition of Solarcraft GmbH at an enterprise value of €185 m** (~9.4× LTM EBITDA, ~1.4× revenue), structured as a German share-deal. Solarcraft is the missing piece on the EPC (engineering, procurement, construction) side of grid-scale projects — they bring 140 engineers, eleven live grid-connection permits across DE/AT/IT, and a tight existing relationship with two of our largest battery-storage clients (E.ON and Iberdrola).

The deal paper (`05-acquisition-proposal.md`) covers the price-build, due-diligence findings, integration cost (€18 m over two years), and dilution model. **Resolution R-2026-Q1-03** asks the board to authorise execution within a price band of €175–€195 m EV; signing target is 5 May 2026, closing subject to BKartA clearance (no concerns flagged in pre-notification).

## 4. Risk landscape

The CRO paper (`06-risk-register-update.md`) elevates **supply-chain concentration** from amber to red. Two of three battery-cell suppliers source >70 % of cathode material through a single Chinese precursor producer; tariff exposure has materially worsened since the December 2025 EU CBAM widening. Mitigation plan: bring forward our Kintron framework agreement by one quarter and pre-buy four months of cathode inventory at a working-capital cost of ~€22 m. CRO recommends approval; CFO has signed off on the working-capital impact.

## 5. Compliance posture

This is the annual review point for our GDPR records of processing (Art. 30) and our ISO 14001:2015 environmental management certification. Both are in good standing per the compliance paper (`07-compliance-audit-report.md`); auditor (TÜV SÜD) on-site visit completed 28 February 2026 with **two minor non-conformities (closed) and zero major non-conformities**.

## What I am asking for

In order of importance:

1. **Approve** Resolution R-2026-Q1-03 (Solarcraft acquisition mandate).
2. **Endorse** the reallocation of €90 m FY 2026 capex from Antwerp PV-Phase-II to the Kintron battery-cell partnership.
3. **Acknowledge** the supply-chain risk escalation and the €22 m working-capital release.
4. **Approve** Resolution R-2026-Q1-01 (final dividend) and R-2026-Q1-02 (auditor reappointment, PWC).

If the board prefers to break the strategic and inorganic items into a separate extraordinary session before signing on Solarcraft, I will support that — but the timing on Solarcraft is tight, with two competing bidders rumoured, and a delay beyond end-April materially weakens our position.

I am happy to walk through any of the underlying analyses individually before the 18th.

With regards,

**Tomás Berger**
Chief Executive Officer
Helios Renewables AG