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Summary of Proposed Investment

SunEdison
SUMMARY OF PROPOSED INVESTMENT
This Summary of Proposed Investment is prepared and distributed to the public in advance of the IFC Board of Directors consideration of the proposed transaction. Its purpose is to enhance the transparency of IFCs activities, and this document should not be construed as presuming the outcome of the Board decision. Board dates are estimates only.

Project num ber Com pany nam e Country Sector Environm ental category Date SPI disclosed Projected board date Departm ent Status Previous Events

28053 SunEdison Sing World Region Solar - Renew able Energy Generation B May 23, 2011 June 23, 2011 Reg Ind, Infra & Nat Res, ASIA Active Invested: June 26, 2012 Signed: March 28, 2012 Approved: November 11, 2011

Overview Project description

The proposed project involves a multi-level, multi-region engagement and partnership w ith Sun Edison LLC (the Sponsor and North Americas largest solar energy services provider) w hich currently has a significant pipeline of grid-tied solar PV projects (many w ith signed Pow er Purchase Agreements) in India and Thailand, and ambitions for further expansion across South & South-East Asia and Sub-Saharan Africa, as declining solar prices and improved regulatory environments create new market opportunities. IFC proposes to provide a portion of the equity financing of the as yet unnamed regional Asian/Sub-Saharan solar development business based in Singapore and w ith operational teams in Chennai, Bangkok and elsew here (the Development Company) as w ell as a portion of the debt financing required for five grid-tied solar photovoltaic plants (1 in India and 4 in Thailand). All of the projects w ill be built by SunEdisons EPC Company under a fully-w rapped EPC contract w hich is price and date certain and provides equipment and full-plant performance w arranties for the first 2 years of operation. Beyond this the Operation and Maintenance (O&M) w ill be provided by SunEdison O&M Services arm w hich w ill provide plant availability w arranties and module supplier w ill provide degradation rate w arranties.

Sponsor/Cost/Location Project sponsor and major shareholders of project company

Sun Edison LLC w as founded in 2003 as a Delaw are limited liability company and became a market leader in commercial scale roof-top PV installation under various state level solar regulatory support systems. It w as bought by MEMC in November 20, 2009 (for approximately $340million) and is now one of the leading solar pow er services companies in North America, w ith global operations outside of North America, and has over 600 employees w orldw ide. As of March 31, 2011, SunEdison has interconnected over 425 solar PV systems representing 287MWs of solar PV capacity and has approximately 1.9GWs of projects in its pipeline. SunEdison currently has more than 450+ plants under O&M contracts, w ith such plants in the aggregate operating at more than the independent engineers expected capacity. SunEdison is a w holly ow ned subsidiary of MEMC Electronic Materials, Inc (MEMC), a pioneer in the design and development of w afer technologies for 50 years. MEMC trades as WFR on the NYSE and is part of the S&P500 Index. As of December 31, 2010, MEMC had total assets of $4.6 billion including $707 million of cash, and total liabilities amounting to $2.3 billion including $683 million of Short-term and Long-term debt. For the year ended December 31, 2010, MEMC generated revenues of $2.2 billion and realized a net income of $48 million. MEMC has Moody's rating of B and an S&P rating of BB, w ith a stable outlook.

Total project cost and amount and nature of IFC's investment

IFC is proposing to make up to 15 % equity contribution to the needs of the Development Company, equivalent to approximately $55 million over the coming 12-18 months. In addition IFC considers providing A Loans in the follow ing amounts: $20 million for the Indian project and $26 million for the four small Thai projects. The expected total project cost w ill be approximately in the range of $300 - 450 million for the five grid tied projects being debt-financed by IFC. In addition, IFC is considering supporting these projects w ith financing from the IFC Earth Fund, a platform of the GEF Earth Fund, and the Clean Technology Fund (a fund under the World Bank administered Climate Investment Funds) for the Thai projects.
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Summary of Proposed Investment

IFC investment as approved by Board

55 million (USD)

Product Line
Risk Managem ent Guarantee Loan Equity * These investment figures are indicative

IFC Investment (million USD)

55

Location of project and description of site

In India, the Alpha project 25MW facility w ill be located in the new ly announced Gujarat Solar Park (being built by Gujarat Pow er Corporation Ltd (GPCL)). The Solar Park is located near Charanka village, in Santalpur Taluka, in the Patan District of Gujarat. As for the Thai projects: SunWat 1, an 9.6 MW facility w ill be in Saraburi; Sunw at 2, a 7.2MW facility in Sri Sa Ket ; SunWat 3, a 9.6 MW facility in Sri Sa Ket; and SunWat 4, a 9.6 MW facility, w ill be located in Roi Et.

Development Impact Anticipated development impact of the project

(i) Demonstration effect of early non-recourse financing of solar PV in India, Thailand and other regional markets; and (ii) support early stages of regulatory reform by helping the regulators, private sector and Government improve and ensure sustainability of regulatory structures supporting solar; (iii) directly increase pow er generation by 0.1 Million GWh per year; and (iv) promote renew able energy in line w ith climate change strategy by displacing approximately 115,000 tons CO2 per year.

IFC's expected development contribution

IFC additionality at the Development Company level has already and w ill continue to involve: i) introductions that led to the pipeline acquisition in Thailand and development opportunities in South Africa; and ii) support on regulatory and PPA issues in multiple territories. IFC Additionality at the project level includes: i) providing long-tenor non-recourse local currency financing under new regulatory schemes; ii) mobilizing local currency financing to complete the Project financial plan; iii) potential access to concessionary finance from the CTF in Thailand and South Africa and from other sources elsew here in SSA as w ell as the other countries in w hich the development company operates, and iv) ensuring the incorporation of best practice environmental and social performance standards, in line w ith IFC's Performance Standard

Environmental and social issues - Category B

The proposed investment in the Development Company and the five project companies is a Category B project because a limited number of specific environmental and social impacts may result, w hich can be avoided or mitigated by adhering to generally recognized performance standards, guidelines or design criteria. While all Performance Standards are applicable to this investment, IFCs environmental and social due diligence focused on the Companys corporate-level ESHS management capacity and practices and issues related to the 2 sub-projects in India and 4 in Thailand to be directly financed under this operation in relation to the follow ing Performance Standards: PS 1: Social and Environmental Assessment and Management System, PS 2: Labor and Working Conditions, and PS3: Pollution Prevention and Abatement. Further details on the potential environmental and social impacts, corresponding mitigation measures, and guidance on how and w here information about the Project can be obtained are provided in the IFC Environmental and Social Review Summary (ESRS) and the Environmental and Social Action Plan (ESAP). To view the environmental documents for this project, click here

Contacts For inquiries about the project, contact:

Bill Michalek Director, Corporate Communications MEMC Electronic Materials, Inc.
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Summary of Proposed Investment

501 Pearl Drive (City of O'Fallon) St. Peters, MO 63376 United States of America Telephone: +1 636-474-5443

For inquiries and comments about IFC, contact:

General IFC Inquiries IFC Corporate Relations 2121 Pennsylvania Avenue, NW Washington DC 20433 Telephone: 202-473-3800 Fax: 202-974-4384 E Mail: Webmaster

Local access of project documentation

SunEdison Energy (India) Private Limited, 10th Floor, Menon Eternity, #165, St. Marys Road, Alw arpet, Chennai 600 018

Attachments There are no attachments for this document

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