Q1 16 / 17 R E P O R T O N T H E F I R S T Q U A R T E R 2 016  ⁄   2 017

  CO NTENT



CONTENT

Key f igures

02

Prof il e

03

Le t te r to share h o l d e r s

04

N otes o n th e s tr u c ture of th e re p o r t

05

T h e C L E R E AG share

06

Inte r im mana g e m e nt re p o r t as of 30 S e pte mb e r 2016

07

S e l e c te d n otes to th e f inan cial s t ate m e nt s

12

Co ns o li date d s t ate m e nt of f inan cial p ositi o n

16

Co ns o li date d in co m e s t ate m e nt

18

Co ns o li date d s t ate m e nt of co mp re h e nsi ve in co m e

19

Co ns o li date d s t ate m e nt of c ash f l ows

20

Co ns o li date d s t ate m e nt of chan g es in e quit y

22

D ire c to r´s h o l din gs

23

Inves to r re lati o ns co nt ac t

24

Imp r int

24

Finan cial c al e n dar

25

CLERE AG Report on the first quarter of 2016 ⁄ 2017

01

  KEY FIGURES

Earnings before interest and tax (EBIT) of EUR –1.6 million affected by extraordinary items

INITIAL INVESTMENTS MADE IN NEW BUSINESS MODEL

16.5 IN THE AMOUNT OF 16.5 EUR MILLION

KEY FIGURES FOR THE GROUP AT A GL ANCE (ACCORDING TO IFRS)

SHAREHOLDER STRUC TURE

PRE VIOUS YEAR ONLY CONTINUING OPER ATIONS

IN %

IN EUR MILLION

Sales revenues

01.07.2016 – 30.09.2016

01.07.2015 – 30.09.2015

0,2

0

EBITDA after extraordinary items

–1.6

–0.7

EBIT before extraordinary items

–0.6

–0.7

EBIT after extraordinary items

–1.6

–0.7

0.1

–0.8

–1.5

–1.4

Net fixed income Earnings before taxes (EBT) Consolidated profit or loss Earnings per share in EUR

02

–1.6

–0.6

–0.27

–0.10

30.09. 2016

 lector GmbH, E Berlin, Germany 32.47

Free Float 67.53

C ASH AND C ASH EQUIVALENTS IN THE GROUP

192.7 IN EUR MILLION

KEY FIGURES —STATEMENT OF FINANCIAL POSITION 2016 / 2017

New business model: investments in renewable energy and financing of mid-sized companies

IN EUR MILLION

30.09.2016

30.06.2016

141.9

143.8

Total assets Equity ratio in % Cash T O TA L A S S E T S

28

27

26

25

24 24.07.16

07.08.16

21.08.16

66.4

157.7

172.5

214.1

216.7

CLERE Share   DAX   SDAX

SHARE PRICE PERFORMANCE INDEXED SHARE PRICE PERFORMANCE FROM 1 JULY 2016 TO 30 SEPTEMBER 2016

10.07.16

66.3

04.09.16

18.09.16

30.09.16

  CLERE GROUP PROFILE



CLERE GROUP PROFILE The Group is focusing on investments for its assets. We will seek high-return and long-term investments. Environmental and energy solutions will be considered, as well as the creation of a profitable portfolio of equity interests in medium-sized companies, where the focus can also lie on the energy and environmental technology area. This investment strategy is supplemented to include the short- to medium-term investment of funds in assetbacked bearer bonds.

The focus of business activities will lie in Europe; countries such as the USA and Japan will also be considered.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

03

  LE T TER FROM THE E XECUTIVE BOARD



LETTER FROM THE EXECUTIVE BOARD

DEAR SHAREHOLDERS,

Before the end of October 2016, we paid out the EUR 53.0 million of funds from the approved capital reduction to our shareholders. The first quarter of the 2016 / 2017 financial year represents a new start for CLERE AG following the disposal of the previous operative plastic injection molding business and the realignment towards renewable energies, as well as to the equity and debt financing of medium-sized companies. Our team stands ready to establish the new business. The relocation of management operations to Berlin has largely been concluded. During this quarter, CLERE realized its first project as part of its realignment; further projects were evaluated and are in negotiations. With the new team, we are able to invest our funds profitably and securely. Yours sincerely,

THOMAS KRUPKE EXECUTIVE BOARD MEMBER

OLIVER OECHSLE EXECUTIVE BOARD MEMBER

CLERE AG Report on the first quarter of 2016 ⁄ 2017

04

  NOTES ON THE STRUCTURE OF THE REPORT



NOTES ON THE STRUCTURE OF THE REPORT

The previous year's income statement shows only the revenues, expenses, and profits and losses of the continuing operations individually. The post-tax result for the discontinued operations is reported in a single figure in a separate line. The discontinued operations' results are still included in the figures for the cash flow statement, statement of comprehensive income, and statement of changes in equity for the comparable period, which restricts a direct comparison. The previous year's cash flow statement nevertheless shows the discontinued operations' cash flows summed according to operating, investing and financing activities.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

05

  THE CLERE AG SHARE

 THE CLERE AG SHARE PERFORMANCE OF EQUIT Y MARKETS AND THE CLERE SHARE During the 1 July to 30 September 2016 reporting period, the DAX German share index recovered from its significantly lower levels during the summer, before the start of our reporting period. The DAX consequently appreciated by 7.9 % during the first three months of the financial year of CLERE AG. The high for the period of 10,802.3 points was reached during intraday trading on 15 August 2016, with the low standing at 9,304.0 points during intraday trading on 6 July 2016. The SDAX also performed well, but underperformed the DAX, rising by a total of 5.3 % in the reporting period. The SDAX registered its low for the period of 8,456.2 points during intraday trading on 6 July 2016. Its high of 9,539.7 points was registered during intraday trading on 10 August 2016. The share of CLERE AG outperformed the DAX and SDAX reference indices, appreciating by 10.0 % in the one July to 30 September 2016 reporting period. This positive trend is nevertheless partly attributable to the EUR 9.00 per share distribution from the capital reduction that occurred in mid-October—and consequently after the end of the reporting period. The CLERE share thereby reached its highest level in the reporting period of EUR 28.10 during intraday trading on 29 September 2016, and its low of EUR 24.70 during intraday trading on 18 July 2016. The closing price for the CLERE share after the first three months of the 2016 / 2017 financial year amounted to EUR 27.70, corresponding to a market capitalization of EUR 163.4 million.

C L E R E AG S H A R E C O M PA R E D T O DA X A N D S DA X SHARE PRICE PERFORMANCE INDEXED SHARE PRICE PERFORMANCE FROM 1 JULY 2016 TO 30 SEPTEMBER 2016 28

27

26

25

24 10.07.16

24.07.16

07.08.16

21.08.16

04.09.16

18.09.16

30.09.16

CLERE Share   DAX   SDAX

CLERE AG Report on the first quarter of 2016 ⁄ 2017

06

  INTERIM MANAGEMENT REPORT



INTERIM MANAGEMENT REPORT A S O F 30 S E P T E M B E R 2016

1.

M AC R O E C O N O M I C T R E N D S ECONOMIC CONDITIONS

During the first six months of 2016, the world economy expanded by 2.5 % year-on-year. Industrial production was up by around 2.0 %, while private consumption reached an increase of approximately 2.5 %. The North American economy expanded by around 2.0 % during the first six months of 2016, while the European and German economies reported lower growth of approximately 1.5 %. Asian markets were the growth-driver. The euro remained relatively constant to the US dollar during the third quarter at EUR 1.12, while the British pound depreciated significantly year-on-year from EUR 1.35 to EUR 1.15 due to “Brexit”. In its World Economic Outlook published 19 July 2016, the International Monetary Fund (IMF) downgraded its 2016 global economic growth forecast. The IMF now anticipates that the world economy will increase by approximately 3.1 % in 2016, thereby at the previous year's growth level. For the German economy, the IMF expects this year's growth rate to amount to 1.6 % (previous year: 1.5 %).

2.

SECTOR TRENDS

Renewable energies remain a focus for policymakers and investors. Worldwide added construction in 2016 remains stable, except for the Chinese market. The Chinese government has frozen its additional construction targets for 2016, after these were already reached in the summer. The market consequently has an oversupply of solar modules to digest by the year-end. Conditions in the European markets of Germany, Spain, Italy, France and the United Kingdom have not changed compared with previous months. In the first three of these markets, few new plants were constructed; instead, a healthy supply exists of three- to five-year-old operative plants offered for sale. In France and the UK, new photovoltaic plants are still being constructed, albeit with a lower total volume than in previous months.

3. S I G N I F I C A N T E V E N T S D U R I N G T H E F I R S T T H R E E M O N T H S O F T H E 2016 / 2017 F I N A N C I A L Y E A R INITIAL FINANCINGS During the first three months of the current financial year, CLERE AG subscribed for asset-backed bearer bonds with a total volume of EUR 16.5 million. The bonds mature at the end of February 2017. Operative solar parks serve as collateral for both securities.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  INTERIM MANAGEMENT REPORT

4.

R E S U LT S O F O P E R AT I O N S

The following comments concerning the results of operations relate specifically to the income and expenses of the continuing operations. Previous-year trends in the discontinued operations are commented upon separately below. 4 .1 C O N T I N U I N G O P E R AT I O N S With the assumption of the new operating activities, initial revenues from medium-sized company financing (purchase of asset-backed bonds) were reported. For the first three months of the financial year, revenue from deferred interest amounted to EUR 0.2 million. The result before interest and tax (EBIT) for the reporting period of EUR –1.6 million was around EUR 1.0 million below the previous year's EBIT. Other operating expenses were the main reason for this. These include extraordinary items (EUR 1.0 million) from ongoing litigation and expenses from releasing currency reserves. In addition, higher staff costs due to the Group's realignment incurred. The previous year's other net financial result includes currency losses mainly from the measurement as of the balance sheet date of intragroup loans and bank deposits denominated in foreign currencies. In the current financial year, by contrast, a slight gain was generated due to a countervailing trend in the US dollar to euro exchange rate. The slightly positive net financial result fed through to a result before tax (EBT) of EUR –1.5 million, while in the comparable period the high level of currency losses resulted in only slightly lower EBT of EUR –1.4 million. After taking taxes on income into account, the loss for the quarter amounted to EUR –1.6 million, compared with EUR –0.6 million in the previous year's equivalent period. The previous year's result includes a positive result of EUR 1.7 million from the discontinued operations. 4 . 2 D I S C O N T I N U E D O P E R AT I O N S The income and expenses of the discontinued operations for the prior-year period are as follows:

IN EUR MILLION

Sales revenues

2015 / 2016 01.07. – 30.09.

21.3

Cost of materials

8.2

Staff costs

7.8

Other operating expenses

3.9

EBITDA

5.2

EBIT

1.0

EBT

1.0

Q U A R T E R LY S U R P L U S

1.7

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  INTERIM MANAGEMENT REPORT

5.

NET ASSETS

The CLERE Group's total assets of EUR 214.1 million as of the 30 September 2016 balance sheet date were only slightly below their level at the end of the 2015 / 2016 financial year (EUR 216.7 million). The loss incurred in the quarter is the main reason for this. No notable changes occurred to non-current assets. Among current assets, a receivable of EUR 16.5 million arising from medium-sized company financing is reported for the first time. This derives from the new business of the CLERE Group that started in the quarter under review. Receivables from finance income (EUR 0.2 million) show the deferred interest income from these financing facilities. Such income was not yet generated in the previous year. The EUR 4.4 million reduction in other current assets to EUR 38.8 million is due mainly to the recovery of a cash receipt for a litigation guarantee in the USA. Cash in decreased as the net balance from the aforementioned effects from EUR 172.5 million as of 30 June 2016 to EUR 157.7 million as of the reporting date. The EUR 1.9 million reduction in consolidated equity to EUR 141.9 million is mainly attributable to the loss incurred for the quarter. The equity ratio as of the 30 September 2016 reporting date amounted to 66.3 %, compared with 66.4 % at the end of the last financial year.

6 .

FINANCIAL POSITION

At the end of the first quarter of 2016 / 2017, the cash position of the CLERE Group stood at EUR 157.7 million, compared with EUR 172.5 million at the end of the 2015 / 2016 financial year. Cash flow from operating activities totaled EUR –3.0 million in the period under review (previous year: EUR –0.4 million). The negative cash flow arises mainly from high costs for ongoing legal and other advice connected with legal cases and working capital buildup. Cash outflows from investing activities amounted to EUR 11.7 million during the first nine months of the year (previous year: cash inflow of EUR 9.1 million). The Group incurred a EUR 16.5 million cash outflow from investments in bearer bonds in the new financing business area. CLERE recovered its entire EUR 4.8 million cash deposit from the release of security for a litigation guarantee and rose the means of payment. In the previous year, EUR 10.0 million accrued to the Group as part of short-term financial management. No cash inflows or cash outflows from financing activities occurred in the reporting period. In the prior-year period, the Group repaid EUR 0.1 million of bank borrowings. The funding resources that have not yet been invested in the new business (cash including short-term deposits) amounted to a total of EUR 192.7 million as of 30 September 2016. After deducting the capital reduction (EUR 53.0 million) that was paid out in October 2016, sufficient funds remain for investments in further new business areas.

7.

SEGMENT PERFORMANCE

The CLERE Group made a successful start to its first medium-sized company financings during the first quarter. Due to the lacking of business size steering and reporting will take place at Group level. In this segment, the Group generated revenue of EUR 0.2 million in the form of deferred interest. This revenue failed to generate a breakeven result for the Group. EBIT was negative to the tune of EUR 1.6 million.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

09

  INTERIM MANAGEMENT REPORT

8 . E M P L OY E E S Along with its two Executive Board members, the Group employed a total of nine staff as of the 30 September 2016 reporting date. As of 30 September 2015, the comparable number of employees amounted to seven individuals.

9.

OV E R A L L S TAT E M E N T A B O U T T H E F I R S T T H R E E M O N T H S

In terms of cost structure, the quarter under review was characterized mainly by existing litigation and preparations for the 2016 AGM. This resulted in a higher level of ongoing legal and advisory costs. EBIT of EUR –1.6 million reflected a corresponding year-on-year deterioration. The net interest and other financial result was positive, and covered tax expenses due to the release of deferred tax assets. The result after tax amounted to EUR –1.6 million accordingly. Cash reduced by EUR 16.5 million mainly due to the disbursement of medium-sized company financing facilities (acquisition of bearer bonds). Cash and cash equivalents of approximately EUR 192.0 million existed within the Group as of the balance sheet date. As of 30 September 2016 the Group thereby has sufficient resources to finance a planned capital reduction and develop its business in the future.

10. E V E N T S A F T E R T H E R E P O R T I N G P E R I O D PAYO U T O F C A P I TA L R E D U C T I O N With a value date of 14 October 2016, the 10 : 1 capital reduction that the EGM approved—in other words, the EUR 9.00 per converted share that was set for repayment to the shareholders—was credited to the shareholders. The share price reduced by this amount between 13 and 14 October 2016. NEW FINANCING In October 2016, CLERE AG subscribed for further asset-backed bearer bonds in a volume of EUR 4.2 million; the bonds mature in April 2017. An operative solar park, with approximately the same value, serves as collateral. After the 30 September 2016 reporting date, no other events occurred of major significance to the Group's financial position and performance.

11. R E P O R T O N O P P O R T U N I T I E S A N D R I S K S The consolidated financial statements as of 30 June 2016 include a detailed presentation of risk management within the CLERE Group, and a description and appraisal of all significant opportunities and risks as of that date. The risk report changes fundamentally with the disposal of the operating business units, as the plastic injection molding business was sold. To date, CLERE AG has subscribed for EUR 16.5 million of asset-backed bearer bonds. The risk exists that the issuer is unable to service the bearer bonds on the maturity date. Collateral has been selected so that in the instance of default on repayment the company receives the ownership rights of case operative solar parks as collateral. The company regards the risk of default on the repayment of the bearer bonds as very low. Even if default were to occur, the company would receive assets of equal value.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  INTERIM MANAGEMENT REPORT

12 . O U T L O O K The following statements comprise forecasts and assumptions made according to the best of our knowledge. Such forecasts and assumptions stand an equally good chance of not occurring. As a consequence, developments and results can also differ significantly from those presented here. ECONOMIC CONDITIONS Political and economic conditions have not improved in recent months: the Syria conflict, the situation in Turkey, the discussion within the European Union, the path towards ”Brexit“—all of these issues are contributing to an expected weakening of economic growth in Europe, while the IMF anticipate a slight improvement in economic growth for the coming year 2017. In the United States, too, all the speculation to date about potential rate increases, and Fed indications of such rate increases, have not materialized as rate hikes. Following the ”Brexit“ discussion, both the euro and the British pound have depreciated significantly in relation to the US dollar. We believe the phase of low interest rates might continue as a consequence, along with a further absence of inflation. This is also suggested by the continued proliferation of negative interest rates for bank deposits in Europe. R E N E WA B L E E N E R G I E S Renewable energies remain on a growth path worldwide. On a current base of around 230 GWp for 2020, the European association of solar companies, Solar Power Europe (SPE), calculates around 600 GWp of installed photovoltaic output in its average scenario. The same is true of the wind energy area: on a currently installed base of 430 GWp the Global Wind Energy Council expects an increase to more than 700 GWp by 2020. S TAT E M E N T A B O U T E X P E C T E D T R E N D S CLERE AG expects its result to remain negative in the 2016 / 2017 financial year, affected by expenses of restructuring towards renewable energies and the costs of litigation that is still running. These are offset by initial profit contributions from the new business model, although they will not yet be sufficient to conclude the financial year positively. The Executive Board confirms its medium-term objective of generating stable income and thereby ensuring a sustainable dividend policy to benefit all shareholders.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  S E L E C T E D N O T E S T O T H E F I N A N C I A L S TAT E M E N T S

 SELECTED NOTES TO THE FINANCIAL STATEMENTS G E N E R A L I N F O R M AT I O N CLERE AG has its registered office in Bad Oeynhausen, Germany. These interim financial statements as of 30 September 2016 were prepared in accordance with International Financial Reporting Standards (IFRS) as applicable in the European Union (EU). The accounting methods applied are in accordance with EU guidelines for the preparation of consolidated financial statements. Unless indicated otherwise, all figures are stated in millions of euros (EUR millions). The financial statements of the companies included in the consolidated financial statements are based on uniform accounting policies that comply with IFRS as adopted by the European Union (EU).

S C O P E O F C O N S O L I DAT I O N Along with CLERE AG, the consolidated financial statements for the first three months of the 2016 / 2017 financial year include two German and four foreign subsidiaries on the basis of full consolidation. In the previous year this included two domestic and three foreign subsidiaries that were deconsolidated in March 2016.

AC C O U N T I N G P O L I C I E S In accordance with the provisions of IAS 34, a report format was selected that is shorter than the consolidated financial statements as of 30 June 2016. In preparing the interim consolidated financial statements, the same accounting, measurement and consolidation methods were applied as in the consolidated financial statements for the 2015 / 2016 financial year. These comply with the rules outlined in IAS 34 (Interim Financial Reporting). The basic principles and methods underlying the estimates for the interim financial statements have not changed compared with prior periods (IAS 34.16 (d)). The accounting, consolidation and measurement methods are explained in detail in the notes to the financial statements for the period ended 30 June 2016. The utilization of the options included in IFRS is also explained there. The exchange rates taken as basis for the currency translation related to EUR 1.00 report the following changes:

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  S E L E C T E D N O T E S T O T H E F I N A N C I A L S TAT E M E N T S

EXCHANGE RATE

BID SPOT RATE ON THE BALANCE SHEET DATE 30.09. CURRENCIES

30.06

AVERAGE RATE 01.07. – 30.09.

ISO-CODE

2016

2016

2016 / 2017

US dollar

USD

1.1212

1.1105

1.1160

2015 / 2016

1.1098

Malaysian ringgit

MYR

4.6395

4.4522

4.5248

4.5874

SEGMENT REPORTING In July 2016, the CLERE Group made its first medium-sized company financing facility. A further followed in September 2016. The company has thereby taken its first step in its new business area. In this business area, CLERE is investing in asset-backed bearer bonds, which are issued frequently and particularly in constructing infrastructure projects. The financing facilities have short-run maturities. The Group plans, manages and reports according to business areas, due to the lacking of business size at Group level (one segment). The responsibilities lie directly with the Executive Board, which also decides the allocation of financial resources. Management and reporting is currently based on Group figures. Revenues are generated entirely in Germany and correspond—as is also the case with EBITDA, EBIT and EBT for the segment—to the value of the overall Group. Segment assets (excluding tax receivables) amounted to EUR 213.3 million as of 30 September 2016. A total of nine staff members are attributable to the segment. In the previous year, no separate operating activities existed yet for the holding companies in Europe, America and Asia. As continuing operations, they also generated no revenue of their own. In the meaning of IFRS, they consequently do not represent operating segments, and also do not have to be reported upon as operating segments. IFRS provide no explicit rules on segment reporting for discontinued operations. Related literature consequently denies the mandatory need for this type of disclosure in the notes to financial statements.

S TAT E M E N T O F C A S H F L O W S Concerning the notes to the statement of cash flows, please refer to the remarks about cash flow in section 6 "Financial position" in this interim management report.

I N C O M E S TAT E M E N T With the AGM decision on 1 December 2015 to sell the operating business, a separation was to be made between continuing and discontinued operations for the reference period. The following section presents remarks concerning only the Group's continuing operations. For more information, please refer to the comments on the results of operations in the interim management report

page 8.

The revenue relates to initial revenues from the new ”Medium-Sized Company Financing“ business area, and includes the deferred interest income from the acquired bearer bonds. Staff costs include higher expenses due to the realignment of the Group.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  S E L E C T E D N O T E S T O T H E F I N A N C I A L S TAT E M E N T S

Other operating expenses chiefly comprise legal and advisory services, and expenses for investor relations. The EUR 0.9 million year-on-year higher level of expenses arises mainly from ongoing litigation and the release of the currency reserve for the Malaysian subsidiary Widesphere, which has been in liquidation since 1 July 2016. The previous year's other net financial result includes currency losses from the measurement as of the balance sheet date of intragroup loans and cash denominated in foreign currencies. In the current financial year, slight gains were generated due to fluctuations in the US dollar to euro exchange rate. The result after tax for the continuing operations amounted to EUR –1.6 million (prior-year period: EUR –2.3 million). Following the first three months of the 2016 / 2017 financial year, the quarter ended for the overall Group with a negative amount also of EUR –1.6 million. The previous year's period reported a positive result of EUR 1.7 million for the discontinued operations. The consolidated loss for the previous year quarter stood at EUR –0.6 million as a consequence.

S T R U C T U R E O F T H E S TAT E M E N T O F F I N A N C I A L P O S I T I O N The total assets of the CLERE Group of EUR 214.1 million as of 30 September 2016 were below their level as of the 30 September 2016 comparable reporting date (EUR 216.7 million). The negative quarterly result played a key role in the reduction of EUR 2.6 million. Among current assets, cash reduced mainly due to the EUR 16.5 million of financing facilities granted, which are shown in a separate balance sheet item (”receivables from medium-sized company“), and the repayment of current liabilities. Offsetting this, cash deposits for a litigation guarantee in America were released, leading to a EUR 4.8 million increase in cash. The equity of the CLERE Group reduced as a consequence of the loss incurred for the quarter. Equity stood at EUR 141.9 million as of 30 September 2016 (reference figure: EUR 143.8 million). Apart from this, no notable changes occurred to liabilities.

R E L AT E D PA R T Y D I S C L O S U R E S Along with the companies included in the consolidated financial statements, companies, individuals, and key management personnel exist that are parties related to the CLERE Group in the meaning of IAS 24. Apart from compensation paid to the Management and Supervisory boards, no business relationships existed with such individuals or companies in the period under review. Supervisory Board Chairman Dr. Thomas van Aubel is the sole shareholder of Elector GmbH, Berlin, which exerts significant influence over the business of CLERE AG with a 32,47 % interest (as of 30 September 2016).

O T H E R F I N A N C I A L O B L I G AT I O N S Other financial obligations consisting of rental and lease obligations amounted to EUR 0.6 million as of 30 September of the current financial year (30 September 2015: EUR 0.4 million).

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  S E L E C T E D N O T E S T O T H E F I N A N C I A L S TAT E M E N T S

P R E PA R AT I O N O F T H E I N T E R I M F I N A N C I A L S TAT E M E N T S The consolidated statement of financial position, statement of comprehensive income, statement of cash flows, statement of changes in equity, interim management report and the condensed notes to the financial statements prepared as of 30 September 2016 were neither audited nor reviewed by an auditor. They were prepared for this set of interim financial statements. Forward-looking statements generally contain uncertainties. This interim report contains statements that relate to the future performance of CLERE AG. Such statements are based on assumptions and estimates. Although the Executive Board is confident that the forward-looking statements are realistic, this cannot be guaranteed. The assumptions contain risks and uncertainties that could result in actual events deviating from expected events.

R E S P O N S I B I L I T Y S TAT E M E N T To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim consolidated financial statements give a true and fair view of the financial position and performance of the Group, and the Group interim management report includes a fair review of the development and performance of the business and position of the CLERE Group, together with a description of the material opportunities and risks associated with the expected development of the Group over the remaining months of the financial year. Bad Oeynhausen, 9 November 2016 The Executive Board

THOMAS KRUPKE EXECUTIVE BOARD MEMBER

OLIVER OECHSLE EXECUTIVE BOARD MEMBER

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  C O N S O L I D AT E D S TAT E M E N T O F F I N A N C I A L P O S I T I O N

CONSOLIDATED STATEMENT OF FINANCIAL POSITION O F C L E R E AG A S O F 30 S E P T E M B E R 2016

IN EUR THOUSAND

30.09.2016

30.06.2016

Property, plant and equipment

40

10

ASSETS A

NON- CURRENT ASSETS

I.

1. O  ther property, plant and equipment

40

10

II.

Goodwill

23

28

III.

Intangible assets NON- CURRENT ASSETS

B

217

351

280

389

16,500

0

CURRENT ASSETS

I.

Receivables from investments in medium-size companies

II.

Receivables from financial income

III.

Other current assets

IV.

Current tax assets

V.

Cash and cash equivalents CURRENT ASSETS

T O TA L A S S E T S

225

0

38,800

43,163

638

629

157,663

172,549

213,826

216,341

214,106

216,730

CLERE AG Report on the first quarter of 2016 ⁄ 2017

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  C O N S O L I D AT E D S TAT E M E N T O F F I N A N C I A L P O S I T I O N

IN EUR THOUSAND

30.09.2016

30.06.2016

5,889

5,889

EQUITY AND LIABILITIES A

EQUITY

I.

Subscribed capital

II.

Reserves

III.

Net retained profits 1. Consolidated quarterly loss 2. Retained profits brought forward E Q U I T Y, G R O U P

B

30,489

30,765

105,564

107,157

–1,593

32,752

107,157

74,405

141,942

143,811

1,081

1,081

NON-CURRENT LIABILITIES

I.

Deferred taxes

II.

Non-current provisions NON-CURRENT LIABILITIES

C

2

2

1,083

1,083

889

1,009

CURRENT LIABILITIES

I.

Trade payables

II.

Other current financial / nonfinancial liabilities

III.

Liabilities against shareholders of Clere AG

IV.

Income tax liabilities

V.

Current provisions

8,190

8,814

53,002

53,002

7,988

7,998

1,012

1,013

CURRENT LIABILITIES

71,081

71,836

T O TA L E Q U I T Y A N D L I A B I L I T I E S

214,106

216,730

CLERE AG Report on the first quarter of 2016 ⁄ 2017

17

  C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

CONSOLIDATED INCOME STATEMENT O F C L E R E A G F O R T H E P E R I O D F R O M 1 J U LY 2 016 – 3 0 S E P T E M B E R 2 016

IN EUR THOUSAND

Sales revenues Other operating income Staff costs Depreciation Other operating expenses P R O F I T  / L O S S F R O M O P E R AT I O N S ( E B I T )

Net interest income Other finance income (net) E A R N I N G S B E F O R E TA X E S ( E B T )

Taxes on income E A R N I N G S F R O M C O N T I N U I N G O P E R AT I O N S

Earnings from discontinued operations C O N S O L I D AT E D Q U A R T E R LY L O S S

2016 / 2017

2015 / 2016

190

0

12

37

488

271

11

16

1.324

415

–1,621

–665

48

64

106

–828

–1,467

–1,429

126

859

–1,593

–2,288

0

1,698

–1,593

–590

EARNINGS PER SHARE:

Number of shares, undiluted and diluted (in thousands) 1) Earnings per share (EUR)—undiluted and diluted 1)

5,889

5,889

–0.271

–0.100

Calculation based on number of shares after capital reducion in the ratio 10 : 1.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

18

  CO N S O L I DAT E D I N CO M E S TAT E M E N T / CO N S O L I DAT E D S TA M E N T S O F CO M P R E H E N S I V E I N CO M E

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME O F C L E R E A G F O R T H E P E R I O D F R O M 1 J U LY 2 016 – 3 0 S E P T E M B E R 2 016

IN EUR THOUSAND 1

C O N S O L I D AT E D Q U A R T E R LY L O S S

2

OTHER COMPREHENSIVE INCOME

2016 / 2017

2015 / 2016

–1,593

–590

–276

–168

2.1 Currency translation differences occured during the reporting period:

3

2.1.1 Items that were reclassified to profit or loss

154

0

2.1.2 Items that will be reclassified to profit or loss

–430

–168

–1,869

-758

COMPREHENSIVE INCOME FOR THE PERIOD

CLERE AG Report on the first quarter of 2016 ⁄ 2017

19

  C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

CONSOLIDATED STATEMENT OF CASH FLOWS O F C L E R E A G F O R T H E P E R I O D F R O M 1 J U LY 2 016 – 3 0 S E P T E M B E R 2 016

IN EUR THOUSAND

2016 / 2017

2015 / 2016

Net loss / income before income tax, net finance income and depreciation (EBITDA)— continuing operations

–1,610

–649

Net loss / income before income tax, net finance income and depreciation (EBITDA)— discontinued operations

0

2,311

0

–26

C A S H F L O W F R O M O P E R AT I N G A C T I V I T I E S

+ –

Interest payed

+

Interest received

48

80

–

Income tax payed

–2

–216

+ / –

Non-cash expenses / income

154

–8

+ / –

In- / decrease in tax assets and tax liabilities

–10

–808

+ / –

In- / decrease in provisions

0

–145

–

Decrease in inventories, trade receivables and other assets not attributable to investing or financing activities

–647

–1,019

In- / decrease in liabilities and other liabilities not attributable to investing or financing activities

–898

47

+ / – =

C A S H F L O W F R O M O P E R AT I N G A C T I V I T I E S

of which discontinued operations

–2,965

–433

0

1,904

–31

–910

–16,500

0

C ASH FLOW FROM INVESTING AC TIVITIES

–

Cash payments for property, plant and equipment and intangible assets

–

Cash payments for investments in medium-size companies

+

Cash receipts from repayments to secure bank guarantees

+

Cash receipts in connection with current and non-current financial planning

=

C ASH FLOW FROM INVESTING AC TIVITIES

of which discontinued operations

4,785

0

0

9,988

–11,746

9,078

0

–900

CLERE AG Report on the first quarter of 2016 ⁄ 2017

20

  C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

IN EUR THOUSAND

2016 / 2017

2015 / 2016

C ASH FLOW FROM FINANCING AC TIVITIES

–

Cash payments from bank borrowings

0

–96

=

C ASH FLOW ROM FINANCING AC TIVITIES

0

–96

of which discontinued operations Net change in cash and cash equivalents +

C A S H A N D C A S H E Q U I VA L E N T S AT T H E B E G I N N I N G O F T H E F I R S T Q U A R T E R

+ / –

Effects of changes in foreign exchange rates on cash held in foreign currencies

=

C A S H A N D C A S H E Q U I VA L E N T S AT T H E E N D O F T H E F I R S T Q U A R T E R

( I N C L U D I N G D I S C O N T I N U E D O P E R AT I O N S )

0

–96

–14,711

8,549

172,549

139,477

–175

–105

157,663

147,921

0

5,586

157,663

142,335

157,663

142,335

C A S H A N D C A S H E Q U I VA L E N T S AT T H E E N D O F T H E F I R S T Q U A R T E R — D I S C O N T I N U E D O P E R AT I O N S C A S H A N D C A S H E Q U I VA L E N T S AT T H E E N D O F T H E F I R S T Q U A R T E R — C O N T I N U I N G O P E R AT I O N S

C O M P O S I T I O N O F C A S H A N D C A S H E Q U I VA L E N T S AT T H E E N D O F T H E F I R S T Q U A R T E R — C O N T I N U I N G O P E R AT I O N S

Cash and cash equivalents

CLERE AG Report on the first quarter of 2016 ⁄ 2017

21

  C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY O F C L E R E A G F O R T H E P E R I O D F R O M 1 J U LY 2 016 – 3 0 S E P T E M B E R 2 016

RESERVES

IN EUR THOUSAND B A L A N C E O N 01. 0 7. 2 015

SUBSCRIBED CAPITAL

CAPITAL RESERVES

RETAINED EARNINGS

CURRENCY TRANSLATION RESERVE

58,891

34,555

1,881

–399

139,185

234,113

NET RETAINED PROFITS

EQUITY OF SHAREHOLDERS OF GROUP

Consolidated quarterly loss

—

—

—

—

–590

–590

Other comprehensive income

—

—

—

–168

—

–168

Total comprehensive income

0

0

0

–168

–590

-758

B A L A N C E O N 3 0 . 0 9. 2 015

58,891

34,555

1,881

–567

138,595

233,355

B A L A N C E O N 01. 0 7. 2 016

5,889

34,555

1,881

–5,671

107,157

143,811

Consolidated quarterly loss

—

—

—

—

–1,593

–1,593

Other comprehensive income

—

—

—

–276

—

–276

Total comprehensive income

0

0

0

–276

–1,593

–1,869

5,889

34,555

1,881

–5,947

105,564

141,942

B A L A N C E O N 3 0 . 0 9. 2 016

CLERE AG Report on the first quarter of 2016 ⁄ 2017

22

  D I R E C T O R´S H O L D I N G S

DIRECTOR´S HOLDINGS O F C L E R E AG A S O F 30 S E P T E M B E R 2016

30.09.2016

30.06.2016

CHANGES

5,889,063

5,889,063

0

Oliver Oechsle

800

800

0

Thomas Krupke

401

401

0

1,201

1,201

0

0

0

0

1,912,395

1,912,395

0

10

10

0

S U P E R V I S O R Y B O A R D , T O TA L

1,912,405

1,912,405

0

C O R P O R AT E B O D I E S , T O TA L

1,913,606

1,913,606

0

32.49

32.49

—

S H A R E C A P I TA L

E X E C U T I V E B O A R D , T O TA L

Klaus Rueth Dr. Thomas van Aubel 1) Frauke Vogler

IN % OF EQUITY 1)

Shareholding via Elector GmbH, Berlin.

CLERE AG Report on the first quarter of 2016 ⁄ 2017

23

  I N V E S T O R R E L AT I O N S C O N TA C T / I M P R I N T

 INVESTOR RELATIONS CONTACT CLE R E AG Christin Preß Tel (+49) 30 - 213 0043 - 0 [email protected] D E E K E L I N G A R N D T A D V I S O R S I N C O M M U N I C AT I O N S G M B H Daniela Münster Tel (+49) 30 - 213 0043 - 0 [email protected]

 IMPRINT PUBLISHER CLERE AG Bergkirchener Straße 228 32549 Bad Oeynhausen Germany Tel (+49) 57 34 - 922 - 0 Fax (+49) 57 34 - 922 - 2604 info@​clere.de www.clere.de C O N S U LT I N G , C O N C E P T A N D D E S I G N Deekeling Arndt Advisors in Communications GmbH www.deekeling-arndt.de

CLERE AG Report on the first quarter of 2016 ⁄ 2017

24

  FINANCIAL C ALENDAR

FINANCIAL CALENDAR

13.02. 2017 11.05. 2017

HALF -YEAR REPORT 2016 / 2017

REPORT ON THE FIRST NINE MONTHS 2016 / 2017

25

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