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Oasis Power CompanyAn EM-Focused Clean Power Generation Platform

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Table of Contents

2

Executive Summary 3-5

The Macro Opportunity 6

The Market Opportunity 7

Value Proposition 8

Investment Strategy & Value Creation 9-12

Seed Capital/Equity Injections 13

Basic Investment Process 14

Investment Screening Focus 15

Company Overview 16

Proposed Company Structure 17

Footprint & Deal Pipeline Summary 18-25

Proposed Organization Structure 26

The Team 27-31

Exit Strategies 32

Appendices 33

• Why Nigeria? Why Pakistan? Why Kazakhstan? 34-36

• Deal Pipeline – One Page Summary To be Provided Later

• Case Study: K-Electric “Turn Around” 37-39

Executive Summary (1/3)

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§ A 3 GW gross (1 GW net) Clean Power Generation Platform Companyacross Non-BRIC Emerging & Frontier Markets with core geographicalfocus on Sub Saharan Africa, South Asia, and Non-GCC MENA regions

§ Led by a Team of seasoned Power & Energy Infrastructure executiveswith nearly 100 years of Business Development, M&A and Operationalexperience in leading energy focused companies and private equityinfrastructure funds (AES, GE, Enron, K-Electric, The Abraaj Group, etc.)across the emerging markets§ A lean hold-co structure comprising 10 full time employees only

and all non-core functions to be out-sourced§ A well diversified Target Portfolio along the three axes of EM Countries,

Stage of Investment Cycle (Greenfield, Brownfield, etc.) and ProvenClean Technology (Wind, Solar, Hydro, Gas-Fired)

§ A disciplined investment approach through a structured ScreeningCriteria (“16 Filters”) and an actionable & robust “Category 1” Deal

Pipeline of 7 projects§ Full deployment of the total paid-up Equity Capital of $300m within 2-3

years of company incorporation (target date: 1 July 2017)

Building a 3 GW Clean Power Platform with $100m of Seed Equity from Anchor Investor (AI)

3

22%

45%

33%

By#Geography$MM

South+Asia Sub+Saharan+Africa Cent+Asia+&+East+Europe

52%48%

By#Investment#Mode$MM

Brownfield/Operational Greenfield


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§ All underlying project Dividends may be Re-invested prior to Platform Exit i.e. OPC primarily designedas a Growth (Capital Appreciation) product not a yield-play

§ Target Exit in Year 6 (2023) either through a Trade Sale to a Strategic / Yield Seeking Investor or IPO ona regional or international stock exchange with a Platform Exit IRR of 22.3% (conservative base case) &MOIC of 2.3x based on current deal pipeline/target portfolio and recent trading & transaction comps

§ Majority or Strategic Minority Stake in, and active oversight (Board Membership, Contractual ReservedMatters, etc.) of the underlying investee companies all of which financed on non-recourse debt basisagainst secured cash flows through long-term PPAs and hedging of currency risk, etc.


4

44%

56%

By#Technology$MM

Gas(Based,Thermal Renewable, Energy

100 65 70

527

July' 17 July' 18 July' 19 July' 20 July' 21 July' 22 July' 23

OTHER OPC INVESTORSANCHOR FUNDS

TARGETED EXIT YEAR

JULY%DEC)2023$(6th Year)

DEPLOYMENT OF CAPITAL

TARGETED PAID-UP CAPITAL

$)100mnAnchor)Investor 07/2017$)100mnOther)Investors 07/2018$)100mnOther)Investors 07/2019

$100mn$65mn$70mn

2017*182018*192019*20

TARGETED EXIT YEAR

Gross)MWs)Installed

EV/EBITDA)OPC)Platform)IRR

MOIC2,811)MW2.3$x8%9x22.3%

2.3x

§ Access to world class technical support, pipeline andfinancing through Strategic Partnerships andrelationships - Meralco, PowerChina, Engro, IFC,AfDB, FMO, etc. and an Advisory Council comprisedof energy/infrastructure sector experts

§ Investment landscape in the target region expectedto maintain positive trajectory:

§ Improving governance standards, peacefultransition of governments, economic growth &diversification, urbanization and increase inprivate consumption, regulatory frameworkand a bankable security package in place withattractive US$ indexed tariffs, etc. However…

§ Sovereign (Political & Macroeconomic) Riskmitigation to be a top investment criteria withMIGA-type cover taken where feasible from acost-benefit standpoint

§ Best-in-class Corporate Governance, RiskManagement, ESG/Sustainability, etc. policies to beimplemented at the Holdco as well as Asset Co level

5



Asset CompanyDevelopment Company

Dev Co to ‘seed’ fully developed projects to Asset Co at financial close

Development Company

Asset Company

Project Lenders

Various Asset & Portfolio Companies

Oasis Power Company

Other Shareholders

$100m$200m

Co-Investors($730m)

2017%2023

$37m

$263m

AnchorInvestor

The Macro Opportunity

Increasing Urbanization & Mobility1

The following key attributes are converging to create an increased need for energy infrastructure

Growing Middle Class

Historic underinvestment in Infrastructure

Increasing Urbanization & Mobility

Africa, with only 37.3 % of the population living in urban areas in 1999, and a growth rate of 4.87%, is the continent with the fastest rate of urbanization. In last ten years, urbanization has been growing at an average 4% in Africa and 2.9% in South Asia as compared to World Average of 2.1%

Source: United Nations

Investment is needed in both new and existing infrastructure in almost all growth markets, especially in Sub-Sahara region. Over 65% of the people living in Sub-Sahara Africa do not have access to electricity (World Bank: 2012 figures)

2.8 billion people from growth markets will enter the middle class by 2030. Rising income has a direct correlation with energy consumption resulting in increased need for related energy infrastructure to support the growth

These factors are driving the demand for additional investments in the power generation sector

6

The Market OpportunityPower is a priority investment sector in the Sub-Saharan Africa and South Asia “Target Region” in thecoming decade to support economic growth.

487

285 276

152

52

Latin America North Africa SouthEast Asia South Asia Sub-Sahara Region

10xOPPORTUNITY GAP

• Investment in excess of US$ 40 Billion is required in

Africa alone to meet current and projected demand.

• Opportunity for private investors to participate in

well structured IPP projects with bankable security

packages.

• OPC provides a ready and executable pipeline of

projects in the Target Market to capitalize on the

opportunity

7

Value Proposition

Favorable Markets & Regulatory Framework

Secured Cash Flows with Attractive Returns

• A robust, actionable and visible deal pipeline across the Target Region• Ability to quickly deploy the paid up capital to enhance the net Investor IRR

Robust & ActionableDeal Pipeline

Availability of Long-Term Funding

Experienced Team

• A strong team with extensive experience in the Target Region• Rich experience across the development, financing, construction, and operational phases of

power and related infrastructure projects• Deep industry-wide relationships with governments, regulators, developers, and capital

providers

• Secured cash flows through long term PPAs and other arrangements• Hedging of currency and inflation risks through contracts & other down-side protection

structures• Attractive cash-on-cash dividend yield on project commissioning• A well thought-out target portfolio blended across geography (zip code), sub-sector

(conventional and renewable), and stage of investment cycle (green-field, operating, etc)

• High economic growth in the Target Market underpinned by rising middle class andurbanization but constrained by significant power/energy gap

• Significant regulatory and structural reforms to facilitate private “growth capital” investment inthe power sector

• Power sector is a priority area for DFIs with significant pool of debt available on non-recourse long term basis

• Local Banks participate actively in DFI supported projects in view of credible security structure

8

Investment Strategy & Value Creation (1/4)

How value will be created

How business will be run

Sustainable Business Returns

Outsourcing of non-‐core functions to keep

Risk Management

Secured Cash flows & Indexed

Returns

Experienced Team

Favorable Markets & Regulations

Strong Value & Corporate Governance

Existing pipeline of quality ‘Strategic Assets’

Detailed Project DD & non-recourse LT Debt

Improved Regulatory Framework & Bankable Projects

5/8 Projects

Track record of successful execution

In-depth hands-on-experience in managing assets in the Target Market

Successful Construction, Operations & Exits

Small dedicated team of experienced professionals and outsourcing of non-core functions to ensure efficiencies

World-‐class Asset Management Team

Adherence to application of highest global investment standards

9

Investment Strategy & Value Creation (2/4)OPC’s strategy is built on the capitalization of partnerships and expertise of long-term, capital-intensive investments thatdeliver strong financial returns, and contribute to the growth and diversification of investments for its shareholders

OPC team brings together regional and international power generation, operations and investment experience along withestablished partnerships with leading players in the power sector.

Late-Stage Development & Construction Stage Projects (60%)

• Typically 6-12 months from Financial Close and 18-36 months from Commercial Operation Date (COD)

• Relatively higher target $ IRR of 20-25% to account for the inherent time lag to return on invested capital

• Project risks associated with delay in Financial Close, and completing projects on time/on budget/to specifications will be mitigated through careful project selection, turn-key EPC contracts, and active oversight, etc.

Operational/Brownfield Projects (40%)

• Mitigates development risk

• Immediate (cash) return on capital

• Relatively lower target IRR of 15-18%

• Project risks associated with operations will be mitigated through arms-length O&M contracts and active oversight

• Potential upside through follow-on capacity augmentation and national/regional platform growth opportunities on an opportunistic basis

Strategic business relationships driven Partnerships

Collaborating with top-‐tier local and

international partners for mutual

benefit

Philippines

PakistanNigeria

Income Electric - Nigeria10

Target Platform Size: 3000 MW (Gross) 1000 MW (Net)Investment Criteria

• Majority (51%+), or significant strategic minority (20-49%)equity stake with standard Reserved Matter protectionrights and contractual ability to jointly formulate andoversee the value creation plan

• Min-Max Equity Ticket Size: $10m-$50m• Min-Max Project Size: 100MW-1000 MW (Gross)• Max Number of Investments: 10• Investment Period: 3 Years• Focus on capital growth as opposed to dividend yield. Any

project dividend re-invested prior to exit• Target Greenfield to Brownfield/Operational Ratio = 50:50

Investment Criteria

• Equity Injection at Financial Close of eachProject/Transaction to minimize development risk;however, equity can be “committed” to certain late stagedevelopment projects against a prescriptive and welldefined set of milestones

• All underlying assets to be non-recourse debt financedagainst a bankable security package of project documents

• Long-term “economic sustainability” of projects would bea must in the local socio-economic eco-system

• Secured cash flows through long-term PPAs with creditworthy (or enhanced) counter parties and hedging ofcurrency risk, etc.

• Payment delay risk modeled into the base case scenario• Active Investor approach to the underlying project

companies

Type of Transactions1. Lead Developer: OP is the “anchor investor” leveraging our

brand to attract “other investors” at a premium at or prior to financial close

2. Privileged/Proprietary Access: Leverage existing relationship with Governments, EPC, OEM, Sponsors, etc. to provide tailor made solutions (e.g. waste gas to power inKazakhstan; buy out of minority shareholders in Nigeria; LNG to Power in Pakistan, etc.)

3. Equity + Fee-Based Portfolio Management: e.g. O&M and EPC Supervision, Debt & Equity Fund Raising, Financial (Re) Structuring Support, Strategic Advisory Support etc.

Partners & Sponsors• Credible, experienced and reputable local partners to

provide robust support system in host country• For minority positions, “path to liquidity/exit” to be

contractually agreed upfront in the shareholders agreement (including Put Option, where feasible)

• Preference for the other key stakeholders (EPC, OEM, off taker, etc.) to also have some equity “skin in the game”

• Active Investor approach to the underlying project companies e.g. key board committee membership, sign off on the long term business/value creation plan & annual budgets, regular site visits (especially for greenfield assets), etc.


Target Platform Size: 3000 MW (Gross) 1000 MW (Net)

Target Project IRR Returns

SSA: 20%+South Asia: 15-18%+Central Asia & Eastern Europe: c.18%

Sector / Technology

Clean Power Generation. Technology agnostic (provided commercially viable and bankable). Likely Portfolio:• Gas-based Thermal (c. 50%) - significant demand for base load in target geography• Wind/Solar/Hydro/Biomass/Geothermal Renewables (c. 50%) – predominantly Hydro, Wind and Solar

due to minimum equity ticket size threshold

Target Geography

Non-BRIC, Non-GCC, Non-LatAm Emerging & Frontier Markets.

Current Category 1 Deal Pipeline:

• Sub-Saharan Africa (45%)

• South Asia (22%)

• Central Asia & Eastern Europe (33%)

Exit Timeframe & Strategy

6 years (Mid-End 2023)

Required Dividend Yield for Exit Investor = 15%

Target (Min) Investor MOIC = 2x (Preferred Equity Hurdle Rate)

Possible Exit Modes: (i) IPO on a regional stock exchange; (ii) trade sale to a strategic looking to consolidateor enter our markets; (iii) sale to a yield-seeking financial investor; (iv) sale to PE infra fund looking forplatform growth; (v) dividend recap (partial exit); (vi) sale of individual assets from time to time

Investment VehicleAssetCo: Oasis Power Company Limited, [Mauritius]

ManCo/DevCo: Oasis Energy Consultants Limited, Dubai


OPC will continue to make investments for three years (July’ 2017 – July 2020). Anchor Investor isexpected to commit $ 100 million in the first round (July 2017), and an additional $200 million will beraised from others investors.

100 65 70

527

July' 17 July' 18 July' 19 July' 20 July' 21 July' 22 July' 23

July' 17 July' 18 July' 19 July' 20

OTHER OPC INVESTORSANCHOR FUNDS

• Other Co-Investors in the underlying project companies of c. US$ 730m

Seed Capital/Equity Injections

TARGETED EXIT YEAR

JULY-‐DEC 2023 (6th Year)

DEPLOYMENT OF CAPITAL

TARGETED PAID-UP CAPITAL

$ 100mnAnchor Investor 07/2017$ 100mnOther Investors 07/2018$ 100mnOther Investors 07/2019

$100mn$65mn$70mn

2017-‐182018-‐192019-‐20

TARGETED EXIT YEAR

Gross MWs Installed

EV/EBITDA OPC Platform IRR

MOIC2,811 MW2.3 x8-‐9x22.3%

2.3x

13

Basic Investment Process

• A proprietary deal pipelineacross the Target Region

• Professional relationship withkey policy makers, regulatorybodies, and local businessgroups

• Extensive relationship withlocal developers, EPCcontractors, OEMs andtechnical service providerslead to a robust andactionable deal flow

• All investment opportunitiesare passed through a“Dashboard” to filter outthose projects meeting thebasic Investment criteria

• This primarily is an internaldesktop analytical exercise,employing both qualitative aswell as quantitative tools andskill set, based on experienceand against a definedframework

• The BD Team commences acomprehensive Due Diligenceon all screened out projects

• Such DD would include allcomponents of a bankablesecurity package (such asPPA/Tariff, FSA, EPC, O&M,Capital Structure, FinancialModel, etc) to gauge theeconomic viability of eachproject

• A Preliminary StandardInvestment Proposal (PSIP) foreach feasible project issubmitted to the InvestmentCommittee (IC) for approval

• The IC evaluates each projectagainst a defined investmentcriteria and target portfolio ofthe Company

• The IC comprises four membersincluding three non-executiveshareholders and the CompanyCEO

Origination Screening Due Diligence Investment Committee

• For all IC approved projects,external legal counsels areengaged to negotiate anddraft the relevant Shareholderand Subscription Agreements

• A final Appraisal Report issubmitted to the InvestmentCommittee for fundingapproval

• All conditions precedent(CPs) to Financial Close haveto be satisfied before theequity funds are deployed inthe project

• A detailed Business / ValueCreation Plan is an integralpart of the Closingformalities

• Quarterly reporting of all KPIsidentified in the Business /Value Creation Plan

• Involvement in all strategicmatters of the investeecompanies through the Board,Reserved Matters, etc

• Site visits, at least twice a yearfor green-field projects

• Upon realization of the Business/ Value Creation Plan for eachproject, all exit options (TradeSale, IPO, Dividend Recap, etc)are proactively andopportunistically explored (vis-à-vis the Platform) to achieve theTarget Investor IRR

Contracts & Agreements

Closing Portfolio Management Exit

14

Investment Screening Focus

Predictable cashflows

Unlinked from commodity risk

Regulatory frameworks and government buy- in in place

Potential for proprietary opportunities

Consistency of government policy

Ability to leverage OPC core in-house team’s expertise

Ticket sizes within sweet spot

Quicker timelines

Risk / return profile matching our targets

Appropriate risk allocation structures

Developer risk OK, but VC risk not OK

Ability to get sufficient and timely debt financing

Acutedemand

Ability of ultimate customer to pay

Potential ability of OPC to add value vs. Strategics

Willingness of the Customer to pay

OPC shall adopt a disciplined investment approach through the following structured screening criteria/filters:

15

Company Overview

WE ARE

OUR CURRENT BUSINESS

OUR PROPSED BUSINESS PROPOSITION

OUR TRACK RECORD

• Oasis Energy Consultants Limited is a DIFC-registeredmanagement consultancy firm established in May 2016.

• Led by a world class management team with extensiveexperience in developing, operating and divestingenergy infrastructure and power generation projects

WE WERE• Senior Management Team members in leading Energy

Utilities, Power Project Developers and GlobalInfrastructure Funds in reputable Private Equity Firms

• The team is providing on-the-ground long-term value-add services to various power/energy sector companies,sponsors and other stakeholders in Nigeria, Ghana, Iraq,Pakistan, Kazakhstan, etc.

• Senior team at Oasis has over 70 years of aggregateprofessional experience in Energy/Power InfrastructureSector across the Middle East, Europe, North America,South Asia, and African markets

• Creation of an Investment Vehicle, Oasis PowerCompany Limited, that will primarily invest in CleanPower Projects in Sub-Saharan Africa, South Asian andother non-core Emerging Markets

TOTAL TARGETED SEED CAPITAL

TARGET PLATFORM SIZE

TARGET POWER SECTORS

TARGET GEOGRAPHY

USD 300mn

1 GW (net)

Renewables & Gas-‐Based

Select Emerging/Frontier Market Countries

16

Proposed Company Structure

* Anchor Investor entitled to charge a fair value premium to “Other Shareholders” that’ll invest in subsequent rounds of fund raising from time to time

Other Shareholders

Asset Company

Co-Investors

Development Company Dev Co to ‘seed’ fully

developed projects to Asset Co at financial close

Development Company

Asset Company

Project Lenders


Oasis Power Company

Other Shareholders

$100m$200m*

Co-Investors($730m)

At Inception (July 2017) 2017-‐2023

17

$37m

$263m

AnchorInvestor

Asset CompanyDevelopment Company

Dev Co to ‘seed’ fully developed projects to Asset Co at financial close

Development Company

Asset Company

Project Lenders


Oasis Power Company

$100m

Co-Investors($730m)

$4.2m

$95.8m

AnchorInvestor

South Asia Sub Saharan Africa

Middle East & North Africa

Central Asia & Eastern Europe South East Asia

Geographical Spread

Global (Category 1 & 2) Deal Pipeline

Category 1

Category 2

Near-‐Term Actionable / Proprietary

Medium-‐Term / Bid / Work in Progress

19

Actionable and diversified “Category 1” deal pipeline of power projects in the Target Region with OPC equity deployment of c. US$ 223m in 2.8 GW

(Gross) clean generation capacity over the next 2-3 years

Category 1 Deal Pipeline

Category 1 Near-‐Term Actionable / Proprietary

50

100

73

By Geography$MM

South Asia Sub Saharan Africa Cent Asia & East Europe

115108

By Investment Mode$MM


98

125

By Technology$MM

Gas-‐Based Thermal Renewable Energy

14751336

Gross MW

711

1400

700

Gross MW

1625

1186

Gross MW

1400 MW Gross$100m

Brownfield/Operational

1x Hydro Project700 MW Gross

$75m

1x Gas-‐Fired Project700 MW$25m


Sub Saharan Africa & South Asia

711 MW Gross$50m

Greenfield

1x Gas-‐Fired Project450 MW Gross ($25m)

3 x Biomass Projects36 MW Gross ($10m)

Operational/Brownfield



100 MW Gross$33m

Greenfield

1x Gas-‐Fired Project100 MW Gross

$33m

600 MW Gross$40m

Greenfield


$40m

Central Asia & Eastern Europe



22

131

3081

83

44

By Geography$MM

South Asia Sub Saharan Africa

MENA South East Asia

Cent Asia & East Europe

0

369

By Investment Mode$MM


91

278

By Technology$MM

Gas-‐Based Thermal Renewable Energy

393

100

1030

654

80

Gross MW0

2257

Gross MW

827

1430

Gross MW

“Category 2” deal pipeline of power projects in the Target Region with OPC equity deployment of c. US$ 369m in 2.2 GW (Gross) clean generation power

Category 2 Medium-‐Term / Bid / Work in Progress

100 MW Gross$30m

Greenfield


$30m

120 MW Gross$TBD

Greenfield


$TBD

1000 MW Gross$TBD

Greenfield


$TBD


Sub Saharan AfricaCategory 2 Deal Pipeline

393 MW Gross$131m

Greenfield

5x Hydro Projects243 MW Gross ($100m)

2x Wind Projects100 MW Gross ($11m)

1x Solar Project50 MW Gross ($20m)

Medium-‐Term / Bid / Work in Progress

South Asia & South East AsiaCategory 2 Deal Pipeline

Category 2

654 MW Gross$83m

Greenfield


1 x Gas-‐Fired Project110 MW Gross ($19m)



1 x Hydro Project7.2 MW Gross ($2m)

100 MW Gross$10m

Greenfield

2 x Wind Projects100 MW Gross ($10m)

931 MW Gross$71m

Brownfield/Operational


Greenfield


Middle East & North Africa



Proposed Organization Structure

Board of Directors

Chief Executive Officer [01]

Chief Financial Officer [01]

Company Secretary/Audit & Compliance* [01]

Chief Technical Officer [01]

Asset/General [01]O&M [01]

Chief Business Development

Officer [01]

Technical/Engineering [01]Pipeline

Development [01]

Project & Corporate [01]

Advisory Council

* Most Functions to be Outsourced

A lean hold-co structure comprising 10 full time employees only.

26

Chief Executive Officer

Tabish Gauhar

• Mr. Tabish Gauhar has over 23 years of professional experience in general management,business development, and working in private equity in the energy infrastructure sectoracross emerging markets.

• He is the Founder & Chairman of Oasis Energy Consultants Limited, a recently launchedDIFC-registered management consultancy firm, currently providing on-the-ground long-termvalue-add services to various power/energy sector companies, sponsors and otherstakeholders in Nigeria, Ghana, Iraq, Pakistan, Kazakhstan, etc.

• Prior to launching Oasis Energy in October 2015, Mr. Gauhar was a Partner & Global Head ofEnergy Infrastructure at The Abraaj Group (www.abraaj.com) where he served in varioussenior managerial roles for almost 9 years. He was a key member of the team that closed the$2b Infrastructure & Growth Capital Fund (IGCF) in 2007 and subsequently deployed andmanaged a diverse set of soft & hard infrastructure assets across the MENASA region. Helaunched the $500m Abraaj Energy Infrastructure Fund (AEIF) in early 2015 across the globalgrowth markets; and served as Country Manager for Pakistan with $1b under management (3companies, 2 funds). He also served as CEO and Chairman of K-Electric Limited(www.ke.com.pk) for 6+ years to lead the HBS Case Study-recognized “turnaround” of thisailing integrated utility company serving 2.5m customers; recently exited to Shanghai Powerin a landmark $1.8 billion M&A transaction.

• Before joining Abraaj, Mr. Gauhar was the Regional CFO at AES Corporation (www.aes.com)responsible for a $5 billion power & water infrastructure portfolio in Europe, Middle East &Africa across 16 businesses in 12 countries.

• Earlier, Mr. Gauhar worked on International Power’s $1.5 billion Hub Power Project(www.hubpower.com.pk) in Pakistan between 1994 and 1999 in various capacities across thedevelopment, financing, construction, and operational phases of the project, including as itsDeputy Treasurer. He started his career at Exxon/Engro Chemical (www.engro.com.pk) inearly 1993 as a Systems Analyst.

• Mr. Gauhar has a First Class Honours degree in Electrical Engineering from King’s CollegeLondon (Chevening/ICI Scholar), and also holds an MBA (Finance) degree from the Instituteof Business Administration in Pakistan (the oldest business school outside North America,established in collaboration with Wharton and USC).

Energy Infrastructure Projects Experience

• US$ 2.5 billion capital investment inand oversight of K-Electric(generation, transmission anddistribution), Byco (150,000 barrels perday refinery complex), 1000 MW solar-powee Development JV with AdityaBirla Group in India, etc. during thelast 5 years

• Closed two IWPP infrastructure dealsin Qatar and Oman (1200 MW power& 60 MIGD water) worth US$ 1.2billion

• Closed six project finance deals (US$1.3 billion) in the international debtmarkets, and the first public listing of aprivate power company in Oman as itsChairman

27

Chief Financial Officer

Naveed Manazir

• Naveed Manazir is a senior executive with over 20 years of experience in developing,operating and managing large power and infrastructure projects across emerging markets.

• He previously worked with General Electric (‘GE’) as Project Development Leader and partof the senior leadership team in Nigeria. Led the new initiative for GE to be a “solutionsprovider” as opposed to an equipment supplier only. Developed a pipeline in excess of5,000 MW with excellent relationships with various sponsors.

• Earlier, Naveed served as CFO and Executive Director for Creative Energy Resources, aDubai-based Power Development Company funded by IFC and Swicorp.

• He was Managing Director – Business Development with The AES Corporation based inLondon and Arlington (USA) covering business development in Africa. During his time withAES, Naveed developed and financed projects in the Middle East, Africa and DominicanRepublic of approximately 1,000 MW with US$ 1 billion in related financing. Naveed was adirect report to AES Corp’s CFO leading efforts for non–recourse Project financing acrossthe portfolio.

• Naveed has previously worked with KPMG in London and Dubai in senior positionscovering banking and energy sector clients.

• He is a Chartered Accountant from England & Wales.

Power Infrastructure Projects Experience

• Dominican Republic: 450 Gas firedCombined Cycle Gas Turbine

• Nigeria: 400 MW Barge mountedGas Turbines

• Cameron: Non-recourse capexfinancing of US$ 350 million

• Oman: AES Barka 470 MW - gas

• Pakistan: AES Lal Pir & AES Pak Genwith a capacity of 360 MW each -Residual Fuel Oil

• Qatar: Ras Laffan Power 750 MW -Gas

28

Advisor on Middle East & North Africa

Kamel N. Mukharesh

• Mr. Mukharesh is the founder of MOKA (www.mukharesh.com), an investment, jointventures, private wealth management and business strategy consultancy companyoperating in the Arab world.

• He currently sits on the Boards of Helios Petroleum (Russia & Switzerland), LemleyInternational (leading US construction & engineering management compnay), WoodlakeCapital (New York) and others. He is on the Advisory Board of Bright Capital - a leadingventure capital and private equity firm associated with Kleiner Perkins (KPCB), Sequoiaand other leaders.

• Mr. Mukharesh has successfully advised major U.S. and international corporationsincluding Raytheon Corp., KeyBank, Aurado Energy (Canada & Kazakhstan) as boardmember, and others on business strategy and expansion in the Middle East andArab/Islamic countries. He concluded a deal to set up a Saudi JV with one of the top-5 USinvestment banks.

• In 2004 he was Founder, Chairman & GM of Clariden Middle East (Clariden-Leu is aprivate bank subsidiary of Credit Suisse Group). In 2000 he began advising Deutsche Bank(Suisse) and later became Managing Director of its Private Wealth Management business.

• Since 1984 he has worked at major financial institutions including Citicorp, Saudi AmericanBank (SAMBA), Gulf Investment Corporation (Kuwait) and State Street Global Advisors(founded and headed State Street Bank’s Middle East & Islamic countries regional officeand raised several hundred million US$ of assets under management and maintainedseveral billions of custody assets).

• He started his career as a student-trainee in 1977 at Bechtel Corporation in San Francisco,and spent four years as an engineer at the Arabian American Oil Company (Aramco) from1980.

• Mr. Mukharesh has lived and worked in Saudi Arabia, Bahrain, Kuwait, UAE and Lebanonas well as in EU and USA. He has strong and unique personal and business contacts inthese countries expanding to Latin America, Russia, Kazakhstan and ex-CIS region andselect African countries.

29

Personal Background & Education

• Mr. Mukharesh earned his BS inEngineering from theMassachusetts Institute ofTechnology (MIT), and MS inConstruction Engineering &Management from StanfordUniversity.

• He is due to get his Doctor ofBusiness Administration (DBA)degree in 2017 from theInternational School ofManagement (NY & Paris).

• A Saudi citizen, he is fluent inArabic, French and English with aworking knowledge of Danish,Spanish, Italian and German.

Advisor on Sub Saharan Africa

Ian Greenstreet

• Ian Greenstreet is an Investment Banker and is recognized as an expert inFinancial Risk. He is the founder and Chairman of Infinity Capital Partners, aLondon-based Corporate Finance firm which is regulated by the FinancialConduct Authority.

• Previously Ian worked with ABN AMRO as Head of Risk for 10 years and wasresponsible for a trading and loan portfolio of GB £2 billion and GB £39 billionrespectively.

• As CEO of Henderson Fund management in Luxembourg (a group that now has$131 billion in AUM), Ian listed one of the first Indian Property DevelopmentCompanies on AIM in 2006. In addition, he has advised a leading bank on centralclearing platforms and the set up of the Japanese and Singaporean clearinghouses.

• Recently in 2015, Ian concluded and restructured debt & equity aggregating US$500 million for an integrated gas-fired IPP in Nigeria and later sold it to anotherdeveloper.

• Ian is a Fellow of the Institute of Chartered Accountants in England and Wales.He has high level of expertise in Financial Risk and is a sought after speaker atconferences and events. Recently, Ian was involved in the first US-African LeadersSummit, hosted by President Obama. He has also been recognized as one of the100 most influential black people in the UK in the 2014 and 2015 Power List.

Board & Governance Experience

• Ian has a wealth of Board andGovernance experience spanning over10 years and 3 continents.

• Founding member of the AdvisoryBoard of the London Stock Exchange.

• Represented FMO on two boards: (i)the Bank of Africa based in 14 Africancountries; and (ii) Alios Capital basedin 5 African countries.

• Currently a Board member ofDiamond Bank in Nigeria andChairman / member of the Board’sAudit, Risk and Credit Committees.

• Board member and member ofBoard’s Audit and Risk Committees ofan insurance portfolio company inSouth Africa representing IFC.

30

Advisor on Kazakhstan & Pakistan

Naveed Ismail

• Naveed Ismail has over 25 years of global power sector background, including hands-on experience in managing electric utility businesses in seven countries. Currently, heis the Founder & CEO of Lumen Energia, an emerging markets independent powercompany.

• His Kazakhstan experience includes (I) AES - President & General Director of Ekibastuz(4000 MW power plant) & Maikuben (4m tons/year coal mine) – successfullyrestructured and turned around the businesses that AES subsequently sold for $1.3b;and Lead Developer for the acquisition of EK-REC and Semipalatinsk-REC distributionbusinesses serving 1.8 million people; and (II) Lumen Energia – management control ofKarGres-1, a 135 MW combined heat and power plant; developing a 50-100 MWwaste gas to power project for ArcelorMittal Steel, and a 300 MW power business forthe Bassel Group.

• Mr. Ismail’s Pakistan experience includes (I) CEO of Gencos Holding Company (GHC),owner & operator of 6,300 MW of public-sector thermal power plants with $3b annualrevenue & 7,000+ employees; (II) MD of National Transmission and DispatchCompany (NTDC), owner & manager of the national high voltage network and 8500MW IPPs with $6b annual revenue; (III) CEO of K-Electric, a vertically integrated utilityserving 20+ million people in Karachi with $2b annual revenue and 2000 MW installedcapacity.

• His power sector experience in other countries include: (I) President of AES businessesin South America – portfolio of $5b assets, $1b annual revenue, 10000 MW generationcapacity, 1+ million retail distribution customers. Led the successful unsolicitedtakeover of Gener, the $2.8b Chilean multinational power company; (II) President ofAES businesses in UK – portfolio of 5,200 MW power plants; (III) Georgia (Tbilisi) –Telasi distribution company.

• Mr. Ismail has a Masters in Mechanical Engineering from MIT - Cambridge, USA, andan MBA in Finance from Boston College - Boston, USA.

Power Infrastructure Projects Experience:

• Has managed over 30,000 MW in 7major utilities and 4+ million customersin four continents; developed oracquired over 8,500 MW .

• Diverse and multi-country experience inall segments (Generation, Transmission& Distribution) of power sector.

• Has held directorships and boardpositions in various private and publiclylisted companies on NYSE, Buenos AiresStock Exchange, Santiago de Chile StockExchange and Karachi Stock Exchange.

• Advised and developed structured stepsfor Govt. of Pakistan on power sectorreforms & restructuring. Key person indrafting of the new Electricity Act.

31

Advisor on Business Development/Fund Raising

Dr. Naveed Ahmed

• Dr. Naveed Ahmed has over 23 years of experience in the energy sector in North Americaand Asia.

• In his most recent role as Chief Business Development Officer (and member of the SeniorLeadership Team) at K-Electric, he led the initiative to expand and diversify/optimise thecompany’s power generation pool, including the 2013 Climate Change Policy documentthat he authored. Dr. Naveed has also held various other portfolios at KE since joining theorganisation in 2008/2009, including as Chief Strategy Officer, Head of Legal, and memberof the CEO Secretariat.

• He started his energy career in the early nineties as member of the core team thatdeveloped International Power’s $1.5 billion 1300 MW Hub Power Project in Pakistan, stillthe country’s largest and landmark “Deal of the Year” IPP project.

• Dr. Naveed was also the key member of the turnaround team (nominated by shareholdersand creditors) responsible for the restructuring and reorganization of Enron post itsbankruptcy (the largest and most complicated bankruptcy in the history of US at the time).This successful restructuring resulted in a payout of $50 billion to Enron’s creditors andshareholders, whilst Dr. Naveed and his team were directly responsible for the divestiture ofa $9 billion power and gas portfolio. Prior to Enron's bankruptcy, Dr. Naveed was a seniormember of the power generation group - the investment banking arm of Enron responsiblefor power deals in North America.

• He has a PhD degree in Chemical Engineering & Petroleum Refining from the ColoradoSchool of Mines, and an MBA from Cornell University.

Power Infrastructure Projects Experience

• K-Electric: Projects totalling 1200MW (including Coal, LNG, andSolar) initiated;

• Enron: Oversaw the divestiture of$2+ billion energy assets duringthe restructuring phase;

• Enron: Originated 1800 MW ofcoal projects in North America asmember of the GenerationInvestment Group;

• HUBCO: Member of the team thatdeveloped the largest IPP in SouthAsia (1300 MW; National Power).

32

Potential Exit Strategies

Portfolio Exit via Sale to a Strategic / Yield Seeking Investor

Placement / Trade Sale of Individual Projects

Distributing Shares in the Subsidiary Project Companies

Dividend Recapitalization of Projects / Portfolio

Potential Exit Option Illustration

• At the option of specific investors, the Company may consider distributing shares in the subsidiary project companies to such investors who can continue to earn long-term stable dividend stream.

• The distribution can be made either pre or post IPO. Post IPO, the investors will also have an option to sell their individual stake directly through the stock exchange.

• A power portfolio with investments in IPPs in diverse countries and offering a stable dividend yield would command a premium valuation and strong interest from large global power developers and yield-seeking financial investors.

• A track record of stable dividend stream would also solicit strong interest from pension funds / insurance companies that have fixed liabilities and are looking for yield.

• Investments in large projects with operational track record of 2-3 years, attractive dividend stream and strong minority rights/board representation will be an attractive proposition for PE funds and local investors in each market.

• We foresee considerable developments in the capital markets in our Target Region in the next 5-7 years which would offer opportunity for domestic listing of large individual projects.

• Once the individual projects have established a reasonably long operational track record, and also started repaying the senior project debt, a dividend recapitalization exercise can be initiated at the local level.

• Alternatively, the Company can leverage the Portfolio through securitization of its dividend stream.• Due to stable and secured dividend stream, the Company should be able to attract banks /

mezzanine PE funds and other financial institutions to provide such debt capital.

33

Appendices

34

Why Nigeria?

• Demand for electricity is well known - the challenge is to deliver it.

• Regulatory framework has been established and projects are bankable

• Established tariff structure with inbuilt US$ indexed returns of up to 22%

• Asset prices have fallen significantly providing an opportunity to acquire late stage development projects

• Debt and equity is available from developmental agencies and frontier market investors

• Credit support for payments in form of PRG or other credit enhancements are available

• Strong support from OEM, EPC and Government to participate with guarantees

• Local investors interest in long term power projects offering US$ indexed returns

2015Million lack access to electricity 82.4

Million use non-solid fuel for cooking 117.8Higher good costs 40%

KW per capita consumption 0.03Power Plant Efficiency 12%

T&D Losses 30%

Out of 128 in Energy Intensity 116th

Poised to be the 21st largest global economy by 2030*, Nigeria is already largest economy in Sub-Saharan Africa, characterized by abundant natural resources and a relatively young and large workforce.

2015Million Barrel per day of Oil production 2.3

Billion barrel of proven oil reserves 37.2Million m3 of gas reserves 500World largest oil producer 10th

Africa’s Natural gas reserve 2ndWorld’s largest crude oil reserve 6th

35

Why Pakistan?

• Pakistan’s economic growth is expected to increase gradually, and the economy is projected to grow by 5 percent in FY2017 and 5.4 percent in FY2018.

• Government of Pakistan has restructured the sector through privatization and unbundling. 9 distribution companies and 4 generation companies are still in the privatization pipeline.

• Chronic underutilization of capacity leading to energy deficit of more than 6GW (33% in June, 2016)

• Increasing foreign investment; (agreements with Chinese and ME investors, multi-laterals etc.) – China recently committed US$46 billion

• Frequent tariff adjustment preventing build-up of receivables / easing fiscal pressure.

• Regulatory framework has been established and projects are bankable.

2015Population, millions 188.9

GDP, current US $ billions 269.9Ease of doing business (World Bank) 138th

MWh per capita consumption 0.04

T&D Losses 26%

Poised to be the 20th largest global economy by 2030*, Pakistan is a power deficit market which represents an attractive investment opportunity for the power sector.

2015Inflation 2.5%

Total kWhs produced (GWh) 105,305Population with access to electricity (%) 67%

Pakistan’s gas reserve (TCF) 24Out of 125 in Installed Capacity 36th

36* PWC Report: Feb 2017

Why Kazakhstan?

• Most of Kazakhstan's power generation comes from coal-fired power plants, concentrated in the north of the country near the coal-producing regions.

• Kazakhstan's national grid is operated by the Kazakhstan's Electricity Grid Operating Company, a state-owned company.

• There are 15 regional electricity distribution companies, a number of which are privately owned.

• The electricity transmission and distribution sectors are considered to be natural monopolies and are regulated by the government.

• Wholesale generation of power is considered to be a competitive market with most generation assets owned by private enterprises.

• The Kazakhstan Law 'On the Electric Power Industry’ provides incentives to invest in power investments through a new tariff-setting system for electrical power generation.

2015GDP (in Billions) $464.2 GDP/Capita ($) 25,700

Higher good costs 40%kWh per capita consumption 4908

T&D Losses 12%

Energy Intensity of GDP (KOE/ 28th

A huge country the size of Western Europe, Kazakhstan has vast mineral resources and enormous economic potential.

2015Million Barrel per day of Oil production 1.653

Million Barrel per day of Crude oil exports 1.466Million m3 of gas production 20.81

Trillion m3 of gas reserves 2.407Ranking in terms of natural gas reserves 15th

37

Case Study: K-Electric – Value Creation & Growth FY 2009-2015 (1/3)

38

Domestic44%

Industrial 33%

Commercial11%

Other12%

Current Ownership Structure*(* 66.4% majority stake recently sold to Shanghai Power for $1.77b)

KE is one of the world’s few privately owned vertically integrated power utility companies - generating,transmiting, and distributing electricity to almost 23 million people

Company Overview

• Incorporated in 1913, KE is the solesupplier of electricity to the city ofKarachi

• KE is listed on the Pakisgtan StockExchanges with a market capitalizationof c. US$ 2.8b

• The company was privatized in Nov 2005

• KE operates through three different businesses: Generation, Transmissionand Distribution

Minority &Free Float

&

66.4% 24.4% 3.8%

GenerationKE Dependable Capacity:3,262MW

Transmission DistributionElectricity Customer Base: 6,500 Sq. Km Coverage Area

• 63 grid stations

• 128 power transformers

• Network of 220, 132 and66 kV circuits

• 1,249km of overhead andunderground cables

KEInternal68.9%

IPPs and others 11.2%

NTDC(National

Grid) 19.9%

KES Power

5.5%

Capacity 560 MW (3 units)

GDC 517 MW

Year 2012

Fuel Gas

Efficiency 45.5%

Supplier General Electric – Frame 9E GT

39

30.4%33.1% 33.5%

34.4%

36.7% 37.0% 37.2%35.9% 34.9%32.2%

29.7%27.8% 25.3% 23.7%

FY09 FY10 FY11 FY12

Generation Fleet Efficiency

FY13 FY14

T&D Losses

Improving Efficiency• KE’s fleet efficiency improved by 22% to 37.2% in FY15

• KE’s T&D losses reduced by 12.2% to 23.7% in FY15

Transformed Financial Performance

• Net Income turned positive in 2012, this was the first positive netincome in 17years

US$

mn

(87)(46)

41

195

278 293

(197)FY09

(175)FY10

EBITDA

(110)

2970

125

283

3%

11%14% 15%

FY11 FY12 FY13

Net Income

FY14 FY15

EBITDA Margin

IFC/ADB converted $50m of their long term debt into equity –validating success of turnaround story

FY15

34318%

1,685

(475)1,037

2,247

FY 09 De-Comm /De- Rating

Additions

FY 15

Enhanced Capacity

Management and Brand Building/ESG

Cap

acity

(MW

)

• Major organizational restructuring occurred during this period, including institutionalizing a performance management system, reducing headcount by c. 7000 by successfully outsourcing non-core staff, etc.

• Brand Equity Index rose from 45 to 74 as measured by AC Nielsen

• Global Reporting Initiative (GRI) level ‘A’ rating for Integrated Sustainability Report (June 2012)

• 100% of Karachi’s Industrial Zones exempted from scheduled load shedding since 2010

• Use of US$1.2bn in Capex to increase generation by 1000 MW incapacity (4 new power plants) and 12 new grid stations


40

2014: FT / IFC Transformational Business Award for Project Finance - Energy

2012: Level ‘A’ Rating from GlobalReporting InitiativeKE becomes the first organization inPakistan to achieve such a rating for anintegrated report

2009-2013: Multiple Environmental and Fire Safety Awards

2012 & 2013: Harvard Business School CaseStudies Published 2 case studies highlighting KE’sturnaround story

Fire SafetyAward 2011,2012, 2013

2014: CSR CorporateSocial ResponsibilityCertificate of Excellence

Environment ExcellenceAward 2009,2010, 2011,2012, 2013

Certificate of ExcellenceCorporate Social Responsibility Awards2015


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