AGM 14 May 2020

• Safety; COVID 19

• Our strategy in a historical perspective

• Market developments short and longer term

• Demand; clients and geographical areas

• Supply; competition and alternatives

• Our performance in 2019• Organisational development

• Operational highlights

• Our HSE approach

• Our assets, our capital

• Financial performance

• Progress Q1 2020

Highlights, performance 2019 and progress Q12020

2

• RIVM advice is the base line.

• If possible, work at home

• When at Sif, use personal protection gear and measures when working within 1,5 meter distance

• When at Sif, maintain social distancing from “parking to parking”

• Additional measures

• No travelling allowed. Only board approved travelling between RM and MV2 is allowed

• New employees at Sif: health assessment

• Structural measures for longer term 1.5 meter distancing at Sif implemented from early May onwards

• Options for emergency-leave, care-leave, parental-leave to facilitate specific employee needs

• “Better safe than sorry policy”

Safety; COVID 19

3

2019

Start of LogisticServices at MV2

• Monopiles remain foundation of preference with >80% market share

Our strategy in a historical perspective

5

Increase size since 2002:

• diameter 4 to 8.3 meter

• length 32 to 89 meter

• Turbine 2 to 12 MW

6

Our strategy in a historical perspective

Exploring the boundaries of engineering versus project-economics;

For the near future Sif has set the maximum diameter (D) at 9 meter and a minimum wall-

thickness (t) of 7 cm resulting in a maximum d/t of 130. A thinner wall thickness (higher D/t)

does impact can-stability too much (cost and safety impact)

7

Offshore Wind

Our strategy in a historical perspective

46

10

63

AsiaPacific USA Europe

Estimated Grid-connected capacity offshore wind by 2027

1 Source WINDEUROPE 2019

2.Source: WOOD MACKENZIE November 2019

118 GW IN TOTAL

• Auction results in 2019 ranged between € 40 and € 50 per MW¹• Average capacity of 502 added turbines was 7.8 MW (compared to 6.8 MW in 2018)¹• Average distance to shore was 59 km and average water depth 33 meters¹• zero-subsidy projects standard in Germany, The Netherlands, Denmark• Average expected annual addition to grid- connected capacity 4.9 GW in Europe, 8.7 GW global

(China excluded)²

Sif has a strong position with approx. 40% marketshare

1)

- Bilbao based

- Tower builder by

origin

- First small MP

order

- Capacity25% of Sif

- Nordenham based

- Dedicated MP

factory

- Capacity 50% of Sif

- Rostock based

- Comparable

orderbook Sif

- Comparable market

approach Sif

- Capacity

comparable to Sif

- Aalborg based

- Multi Foundation

solution supplier

- Capacity 25% of

Sif

8

Our strategy in a historical perspective

9

2019 highlights:

1. prepared for new

coating requirements

2. extended lease 45 to 65

hectares

3. Installed next generation

wind turbine 12 MW GE

Haliade-X

Our strategy in a historical perspective

2

13

Organisational development continues into 2020

10

• COO Frank Kevenaar started 1st April 2019

• HR director Jolanda Griffioen started 1st January 2020

• CCO Joost Heemskerk will start 1st June 2020; Michel Kurstjens will continue as Product Development director

• Operations organisation redesign to better address dual plant setup and prepare for growth; new plant managers for Roermond and Maasvlakte 2

• New Works Council chaired by Wouter Nadorp with healthy balance Roermond and Maasvlakte 2

• Dedicated HSE Manager Agata Hogers started 1st October 2019

• New Quality Manager Roel Corstjens started 1st August 2019

Our performance in 2019; executed contracts

Monopiles and transition pieces for key offshore

wind projects Borssele 3+4 , Triton Knoll, Seamade and Borssele 1+2

Our performance in 2019; Contract Wins

Monopiles for Hollandse Kust Zuid (Netherlands) Saint Nazaire (France) and

Akita-Noshiro (Japan).

Our performance in 2019: HSE indicators

CO2 footprint from use of utilities in production process compensated by wind energy and (in the future) solar panels

Key Performance

IndicatorScore Target score

2018* 2019 2020 2021

CO2 (ton) emissions

from production of

monopoles,

transition pieces and

components for

jackets

5,866 4,391 2,500 0

Natural Gas m3/Kton

produced100% 82.5% 50% 30%

TRIF Total Reported

Injury Frequency15.59 19.1 10.00 8.00

Sick Leave (%) 7.24 6.59 4.25 4.00

132018* is initial score

Our performance in 2019: impact workload on workforce

51%

49%

Cushion volatility in workload by flexibility of workforce

Flexible Permanent

75%

25%

2018

14

41%59%

2018

23%

77%

Factory floor and support staff

support staff Factory floor

658 employees end of 2019 versus 429 end of 2018

• Total production at 185 Kton compared to 138 Kton in 2018 ;

• Contribution of € 101.5 million compared to € 74.3 million in 2018;

• EBITDA result of € 26.4 million compared to € 13.3 million in 2018:

• Result under pressure of low margin business in mainly first quarter 2019 (Borssele 3-4 project) and

interference of delayed Borssele 3-4 with other projects;

• Impact of reaching final phases of Seamade ,Borssele 1-2 in Q4 2019 resulting in high contribution

per ton

• Renewal financing arrangements in 2019; covenants are pre IFRS 16

• Leverage at 0.96 (covenant at 2.5)

• Solvency at 47% (covenant > 30%)

• Solvency at 47% (covenant at 30%)

15

Key Figures for 2019

▪ Contribution per ton at € 548 in 2019 compared to € 538 in 2018▪ Working capital at end of 2019 at € 4.3 million (€ 14.2 million at the end of 2018);▪ Net debt pre IFRS 16 at YE 2019 € 21.3 million (€ 30.4 million at YE 2018);▪ Net earnings of € 5.5 million compared to a € 2.1 million loss in 2018▪ Net earnings will be added to the reserves of the Company

▪ Lower than expected result in 2019▪ Expected investments ▪ COVID uncertainty

Movements in Contribution and (normalized)

EBITDAContribution 2015-2019 (€m) (Normalized) EBITDA 2015-2019 (€m)

16

100,5

129,5135,6

74,3

101,5

0

20

40

60

80

100

120

140

160

2015 2016 2017 2018 2019

57,8

65,4

57,1

13,3

26,4

0

10

20

30

40

50

60

70

2015 2016 2017 2018 2019

0

200

400

600

800

HY12016

HY22016

HY12017

HY22017

HY12018

HY22018

HY12019

HY22019

contribution in euro per ton

Our performance in 2019 Comfortably within banking covenants

0

0,5

1

1,5

2

2,5

3

Q12017

Q22017

Q32017

Q42017

Q12018

Q22018

Q32018

Q42018

Q12019

Q22019

Q32019

Q42019

Q12020

Actual leverage Leverage covenant

- Revolving credit facility increased

from € 90 million to € 100 million

- Committed guarantee facility

increased from € 160 million to €

250 million

- Leverage covenant increased

from 1.5 to 2.5

- Solvency covenants to replace

cash flow covenant: > 30% in

2019, > 35% from 2020

- Covenants all pre-IFRS16

- Expiry 31 March 2022

- Incentive on CO2 footprint targets

17

Operating Working Capital (€m)

(€m)

Our performance in 2019; Operating Working Capital and Net Debt in Line with Developments

Net Debt (€m)

2019 net debt is pre IFRS 16. IFRS 16 impact on Sif-numbers:- Net debt reported € 80,3 million (pre IFRS 16 € 21,3 million)

• Total production at 35 Kton compared to 42 Kton in Q1 2019 ;

• Contribution of € 20.8 million compared to € 18.8 million in Q1 2019;

• EBITDA result of € 2.7 million compared to € 4.1 million in Q1 2019:

• Result under pressure of COVID outbreak and

• Impact of start-up of new projects for Akita-Noshiro and Saint Nazaire;

• Renewed financing arrangements 2019; covenants are pre IFRS 16

• Leverage at 0 (covenant at 2.5)

• Solvency at 44% (covenant at 35%)

19

Progress Q1 2020

▪ Contribution per ton at € 594 in Q1 2020 compared to € 448 in Q1 2019▪ Working capital at end of 2019 at - € 41.8 million (- € 21.8 million at the end of Q1 2019, € 4.3 million at YE 2019);▪ Net cash pre IFRS 16 at € 21 million (€ 21.3 million net debt at YE 2019);▪ Orderbook 2020-2021 and beyond at 400 Kton, of which 170 Kton for 2020

Outlook: Sound order book and funnel for

2019 and 2020 and years beyond respectively

Comments

▪ Order Book 2020 & 2021 and beyond

▪ 270 Kton contracted;

▪ 130 Kton exclusive negotiations

▪ Contribution per ton expected to be low 600 ‘s

▪ Production expected at 170 Kton

▪ EBITDA expected at the same level as 2019

Order Book (Kton)

135100

0

150

remainder 2020 2021 and beyond

Total production capacity

Order book - exclusive negotiations

Order book - contracted

Funnel (for manufacture in 2020-2021)

▪ Courseuilles in France

▪ Hollandse kust Noord in the Netherlands

20

130

Thank you

for your attention

Sif Holding N.V.

Audit Report 2019

May 14, 2020

Audit approach & focus

Page 23

Scope Strategy Execution

Statutory and consolidated

financial statementsTrue and fair view IFRS and Dutch

law

Reports of the Executive and

Supervisory boardCompliance with legal

requirements / (no) material

misstatements

ApproachTop down / Risk based

TeamingCore team

Experts on IT Audit, income tax

and valuation specialists

MaterialityEarnings based

(contribution margin)

Key Audit Matters

Valuation of contract assets

and liabilities (including

revenue recognition)

Implementation

of IFRS 16

Communication

13 May 2020 Presentation title

3e Remuneration Report

• Based on Remuneration Policy 2016 supplemented with LTIP 2017

• Remuneration Executive Directors in 2019

• Base salary +2%

• 2019 bonus pay-out for CEO and CFO (of Base salary) on performance in 2018 (pay out in 2020 on performance in 2019)

• LTIP award 7425 PSU for CEO (value € 73,433), 5575 PSU for CFO (value € 55,137) on performance in 2018

• Pay ratio 6.8 compared to 8.9 in 2018

• Remuneration Supervisory Directors in 2019

• Fixed remuneration since 2017, not indexed

• No variable remunerations

Remuneration Report (page 38-40 annual report)

25

Fred van

Beers1 Leon Verweij2

compensation In € 2019 2018 2019 2018

Base salary 367.200 120.000 275.706 300.235

Employer’s pension contributions 22.662 4.369 39.615 38.995

Pension compensation 47.315 16.806 48.196 39.420

Annual bonus 79.870 49.863 78.073 135.624

Other benefits (car lease, travel expenses, relocation expenses) 49.225 14.749 44.611 46.294

Social security and other payments 10.995 3.570 10.995 10.710

Total remuneration 577.267 209.357 497.196 571.278

1. Chief Executive Officer as of 1 September 2018.

2. Combined CFO and interim CEO for the period 3 May - 1 September 2018

26

Remuneration Executive Board members

7 Remuneration Policy

• Approved by shareholders in 2016

• Supplemented AGM-approved LTIP in 2017

• Fine-tuned to Shareholder Rights Directive II

• Positive advice Works Council 19 March 2020

• Conditional to:

• Information of Works Council on outcome of future benchmark studies

• Sharing of future KPI’s with Works Council

• Recommendations:

• Keep Payratio within 6.8-8.9 range

• Rebalance STI-LTI in favour of LTI

Remuneration Policy

28