1. Business model 2 | At a glance 600 M MINORITY 50% STAKE - PowerPoint PPT Presentation

C DC & AFD I NFRASTRUCTURE I NVESTMENT V EHICLE 2018/03/22

1. Business model 2 |

At a glance 600 M€ MINORITY 50% STAKE (<49%) AFRICA 50% 15 – 25 AMERICAS year investment horizon ASIA 3 |

At a glance LONG TERM HORIZON  Investment horizon of 15-25 years  Providing essential services to the economy  Mainly in the transport and energy sectors, but also in water and sanitation, waste treatment, telecommunications and digital infrastructures, health and education, land-use planning. 600 M€* TARGETED  The objective is to invest in Africa (50%), South-East Asia, Latin America and the Caribbean  Mainly in greenfield and expansion projects  Minority stake (<49% with governance rights and shareholder’s involvement)  Support to projects led by national champions TRACK RECORD  10 investment professionals by 2018 with substantial experience in infrastructure investment (7 already on board) and management seconded by in-house support functions (financial, legal, E&S, internal control)  Management team totalling 65 years in project financing, M&A and board positions worldwide  Key transactions : two investments dedicated to the power and water sectors already approved by the board. *Groupe Caisse des Dépôts (CDC) and the French Development Agency (AFD) have respectively approved contributions of 500M€ and 100M€ 4 |

Why invest in infrastructure in developing countries ? HUGE NEEDS IN INFRASTRUCTURE INVESTMENTS  According to a recent study conducted by the McKinsey Global Institute, developing countries will need between 23,000 billion USD and 33,000 billion USD of infrastructure investment during the 2013-2030 period. This represents 40%-50% of the world needs, 70% of which are in greenfield projects.  The transport, energy and water sectors represent 90% of identified needs.  The sense of urgency is strongest in Sub-Saharan Africa : > General electrification rate culminates at 31%, 14% in rural areas, > Transport infrastructure also need to be developed as 6 billion USD per year is required for roads and 2,7 billion USD is required for railways, ports and airports. CHALLENGES  One of the main obstacles to global investment is project preparation and structuring by governments. As such, governments are dependent on DFIs, industrials or infrastructure funds to fully develop the necessary projects (this is particularly true in Africa).  Infrastructure projects are vulnerable to sovereign and commercial risks, lengthy development stages and a lack of equity. This is particularly true for greenfield projects which are usually confronted with a scarcity of capital, especially in the early development stages.  In addition to these obstacles, international operators have been facing challenges due to a lack of country and risk knowledge, strong Chinese competition in the majority of infrastructure sectors, notably solar, and insufficient competition in the Sub-Saharan debt market. 5 |

Targeted sectors ENERGY  Renewable energy TRANSPORT  Electricity networks  Highways, toll roads,  Gas to power TELECOMMUNICATION bridges, tunnels  Transportation and   Optic fiber and cable Urban/public transport distribution networks  networks Railways  Energy storage ENVIRONMENT   Local loop infrastructure Ports and airports  Water and sanitation   Submarine cables SOCIAL Canals and  Waste management  Satellites INFRASTRUCTURE waterways facilities  Public buildings  Hospitals, clinics  Universities, middle school 6 |

Investment features NATURE OF INVESTMENT  Equity investments in minority stakes (up to 49%) : > Mostly in mature projects, sometimes in the development stage of projects > In a platform structured with an operator, an industrial or a local fund handling a group of projects > In corporates to support the funding of a new infrastructure  Ticket size for STOA : 15 M€ to 50 M€  Mainly in greenfield and yellowfield projects CLIMATE & ESG STANDARDS  The intervention framework shall follow the AFD climate strategy  A minimum of 30% of the total amount will be invested in projects with inherent climate benefits  Carbon footprint measured for each project  No investment in coal-based energy production projects  Application of IFC performance standards 7 |

2. Legal structure & governance 8 |

Legal structure and governance GOVERNANCE LEGAL STRUCTURE  Limited company with a Board of Directors  Investment Advisory Committee : > (2 CDC, 2 AFD, CEO)  First capital increase: 120M€, 50% already injected  Board of Directors with 8 members (6 CDC directors, 2  Further capital increases will take place in the same AFD directors) proportion (83% CDC / 17% AFD) for a maximum of 600 M€ (500M€ CDC, 100 M€ AFD) > Simple majority decision making  Presence of 2 observers representing the State (Treasury and Foreign Affairs Ministry) with no voting rights 9 |

Legal structure and governance INVESTMENT ADVISORY COMMITTEE BOARD OF DIRECTORS  The IAC gives prior notice on the following decisions  The Chief Executive Officer (CEO) and the Deputy CEO are submitted by the Chief Executive Officer (CEO), the Deputy nominated and can be revoked at all times by the BoD. CEO or the Board of Directors (BoD) :  Approves the annual budget and the development business > GO/NO GO in order to ensure the alignment of a project with plan. Stoa’s doctrine (notably on E&S and Climate topics).  Regularly examines : - The IAC can give a “ GO with reserves ” if lack of information > The strategic orientations of the company prevents it from giving a definitive GO/NO GO > The financing and restructuring of projects > Presentation of an indicative offer > The general policy regarding human resources > Presentation of a firm and binding offer  Following consultation of the IAC, the BoD has sole > Divestment plan / asset sale competence in authorizing the CEO to decide on STOA’s  The IAC must receive all relevant documents in a timely acquisition or divestment of interests. manner.  The BoD can authorize the CEO to pursue due diligence of  Every member of the IAC is bound to the utmost an investment opportunity with an IAC simple majority confidentiality regarding any investment offer. regarding the alignment of a project with STOA’s investment policy and notably E&S issues. 10 |

3. Team 11 |

Charles-Henri Malécot POSITION : CEO PROFESSIONNAL EXPERIENCE > Charles-Henri Malecot has a vast experience in the financing and management of energy projects, notably as former Deputy CEO of the Compagnie Nationale du Rhône (CNR). His understanding of the financing of infrastructure projects coupled with institutional strengthening and capacity building stems from his experiences as Regional Director for the CDC in Picardie and the Midi-Pyrénées and at the World Bank > More than 30 years of experience in developing country economics, particularly in the financing of infrastructure projects ACADEMIC BACKGROUND AND AWARDS > Holds a PHD in Developing country economics from Panthéon-Sorbonne, University (Paris 1) and a Masters in Statistics and Micro and Macro Economics from the National School of Statistics and Economic Administration (ENSAE), Paris, France > Chevalier de la Légion d’honneur EXPERIENCE IN INFRASTRUCTURE BOARD SEATS > Former member of the board of directors of regional urbanization companies (COGEMIP, SETOMIP) and of the Toulouse Metro Company CONTACT DETAILS charles-henri.malecot@stoainfraenergy.com +33 (0)1 58 50 12 70/ +33 (0)6 32 07 58 72 12 |

Marie-Laure Mazaud POSITION : Deputy CEO PROFESSIONAL EXPERIENCE > Marie-Laure Mazaud benefits from a huge experience in corporate finance, M&A and project finance. > Prior to joining STOA, she was Senior Executive Director at Caisse des Dépôts et des Consignations (CDC), in charge of transportation, sustainable mobility and environment sectors. She also served as Managing Director at Alcatel-Lucent covering international financing, credit and collection and as Head of Structured and Project Finance at Coface, intervening in multiple sectors (energy, transport, telecoms, metals, oil & gas) and in multi- source financing. > She has occupied non executive board positions since 2008 at Electro Banque, NextiraOne, S anef group , Lisea (HSR between Tours and Bordeaux), SRL2 bypass in Marseille, Viaduc de Millau, Sociétés (d’Exploitation) des Ports du Détroit (Calais port activities) and Cityscoot. ACADEMIC BACKGROUND & AWARDS > Graduated from EDHEC Business School (Lille) in Finance and holds an MBA in Corporate Finance from EM Lyon Business School CURRENT BOARD SEATS > Currently sits on the supervisory boards of FM Holding and Mecachrome Group and also President of their respective Audit and Risk Committees CONTACT DETAILS marie-laure.mazaud@stoainfraenergy.com +33 (0)1 58 50 53 08/ + 33 6 17 43 75 18 13 |