Working with the European Bank

for Reconstruction and Development (EBRD)

Infrastructure Sector: Investments

September 2016

Porto, Portugal

1. EBRD OVERVIEW – EBRD’S MANDATE, CONTEXT AND COUNTRIES OF OPERATIONS;

2. EBRD’S INFRASTRUCTURE INVESTMENTS

3. COLLABORATING WITH PORTUGUESE SPONSORS: OPPORTUNITIES AND TRACK RECORD

4. SEMED AND TURKEY– OPPORTUNITIES AND CHALLENGES

5. PPP MARKET IN EBRD COUNTRIES

6. CASE STUDIES

7. CONTACTS

2

Contents

The EBRD is an international, AAA-rated financial

institution, which promotes transition to market economies

3

EBRD is an international financial

institution that promotes transition to

market economies.

Owned by 65 countries and 2

inter-governmental institutions (EU, EIB).

Recent “new” countries: 2014 Cyprus,

2015 Greece, 2016 Lebanon.

People’s Republic of China most recent

shareholder (Jan 2016).

Capital base of around EUR 38 billion.

Strong office network (> 45 locations) in

the region coupled with solid sector

expertise.

SHAREHOLDING STRUCTURE WHO WE ARE

The EBRD has a triple-A rating from all three main

rating agencies (S&P, Moody’s and Fitch)

(1) Includes European Community and European Investment Bank (EIB) each

at 3%. Among other EU countries: France, Germany, Italy, and the UK each

holds 8.6%

(2) Russia at 4%

EU 27 Countries (1); 59%

EBRD region excluding EU;

14%

USA; 10%

Japan; 9%

Others; 9%

Business approach of EBRD

4

2015 INVESTMENTS:

Debt 82%, Equity 14% and

Guarantee 4%.

Capital market transactions ~20%.

Net profit expected at

EUR 0.8 billion.

Local currency: Tenge, Lira, Rouble,

etc.

Both, direct investments and through

holding companies.

Public sector, private sector, PPP focus

Support to local clients through

technical assistance

Amid economic and political turbulence,

EBRD remains a strong, resilient and

trusted partner.

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Net c

um

ula

tive b

usin

ess in

vestm

ent

Annual busin

ess investm

ent

(AB

I) in E

UR

bn

1)

Debt ABI Equity ABI Net Cumulative ABI

(1) Annual Bank investment (ABI) is the volume of commitments made by

the Bank during the year

ANNUAL BANK INVESTMENT1) 2011-2015

Kyrgyz Republic

EBRD financing instruments

28 September, 2016 5

Loans

Senior, subordinated, convertible

Long term (up to 10y or more) or short term

revolving

Floating/Fixed rates

Choice of currencies (€, US$, RUB etc.)

Equity

Common stock or preferred

Minority position only (up to 35%)

Mezzanine debt

Technical Cooperation

As a Multilateral Development Bank, EBRD brings in additional financial capital

and technical assistance to economically viable projects

Other: guarantees, currency swaps, etc.

Russia

Kazakhstan Mongolia

—Kyrgyz Republic

—Tajikistan

—Moldova

—Jordan

Azerbaijan

—Morocco

Belarus

Ukraine

—Romania —Serbia

—Kosovo Georgia—

Armenia—

Tunisia—

Croatia— Bosnia and Herzegovina—

Montenegro—

Albania—

FYR Macedonia

—Turkmenistan

—Bulgaria

Estonia—

Latvia—

Lithuania—

Poland

Slovenia—

Czech Republic—

—Slovakia

—Hungary

Uzbekistan—

Central

Eastern Europe SEMED Western Balkans Turkey

Armenia,

Azerbaijan,

Belarus,

Georgia,

Moldova,

Ukraine

Central Asia

(incl. Mongolia)

Egypt—

EBRD country coverage

Greece

Cyprus

Russia

EBRD’s approach is flexible and investment driven

7

Projects in 37 countries across various

sectors.

Aim to promote transition to market

economies by investing mainly in the

private sector.

Mobilise significant foreign direct

investment.

Support privatisation, restructuring and

better municipal services to improve

people’s lives.

Encourage environmentally sound and

sustainable development

EBRD TOP 10 COUNTRIES (IN EUR MILLION) OUR OBJECTIVES

2013 2015

1 RUSSIAN

FEDERATION 1,816 1 TURKEY 1,904

2 TURKEY 920 2 UKRAINE 997

3 UKRAINE 798 3 EGYPT 780

4 POLAND 756 4 KAZAKHSTAN 709

5 ROMANIA 508 5 POLAND 647

6 SERBIA 424 6 SERBIA 478

7 KAZAKHSTAN 328 7 MONGOLIA 467

8 CROATIA 288 8 MOROCCO 431

9 BELARUS 255 9 GREECE 320

10 SLOVAK

REPUBLIC 237 10 AZERBAIJAN 269

8

GDP: ~EUR 190 billion

GDP: ~EUR 90 billion

GDP: ~EUR 1.5 trillion

GDP: ~EUR 3 trillion

Market potential of the EBRD region for Portuguese companies

Fundamentals of EBRD region

9

Total Population: 76m

Average 2015/ 2016F

GDP change: 2.7% / 3%

EBRD portfolio: EUR 6.2 bn

EBRD Infra portfolio growth

2013-2015: -5%

Total Population: 146m

Average 2015 / 2016F

GDP change: 3% / 2.9%

EBRD portfolio: EUR 3.1 bn

EBRD Infra portfolio growth

2013-2015: 418%

Total Population: 71m

Average 2015 / 2016F

GDP change: 2.8% / 3.1%

EBRD portfolio: EUR 4.0 bn

EBRD Infra portfolio growth

2013-2015: 43%

Total Population: 79m

2015 / 2016F GDP

change: 4% / 3.1%

EBRD portfolio: EUR 6.3bn

EBRD Infra portfolio growth

2013-2015: 86%

EBRD covers a region of 500 million people(*) with a combined GDP of €3 trillion(*)

(*) Excluding Russia

Fundamentals of EBRD region

10

Total Population: 44m

Average 2015/ 2016F

GDP change: 2.9% / 3.3%

EBRD portfolio: €8.2 bn

EBRD Infra portfolio growth

2013-2015: -10%

Total Population: 75m

Average 2015 / 2016F

GDP change: -1.2% / -0.3%

EBRD portfolio: €7.4 bn

EBRD Infra portfolio growth

2013-2015: 21%

Total Population: 12m

Average 2015 / 2016 F GDP

change: -0.1% / 0%

EBRD portfolio: €0.5 bn

EBRD Infra portfolio growth

2013-2015: 326%

EBRD total portfolio and Infra portfolio amounts to €40 billion and €10 billion

Total Population: 146m

Average 2015 / 2016 F GDP

change: -3.7% / -1.2%

EBRD portfolio: NA

EBRD Infra portfolio growth

2013-2015: NA

Sector coverage of EBRD

11

EBRD invested over EUR 105 billion

in around 4,500 projects since 1991.

Loan, equity and guarantees for well-

structured, financially robust projects

of all sizes (incl. many small

businesses).

Close policy dialogue with

governments, civil society and other

stakeholders.

Targeted technical assistance.

Focus on working with the private

sector to foster innovation and open-

market economies.

EBRD SECTORS WHAT WE DO AND WHERE WE ARE

Transport Municipal & Environmental

Infrastructure

Property & Tourism

Financial Institutions Natural Resources Telecommunications,

Informatics & Media

Industry, Commerce

& Agribusiness

Manufacturing

& Services

Power & Energy

Infrastructure sector organisation in EBRD

12

ENERGY AND NATURAL RESOURCES

LED BY

RICCARDO PULITI (MANAGING DIRECTOR)

INFRASTRUCTURE

LED BY

THOMAS MAIER (MANAGING DIRECTOR)

MUNICIPAL AND

ENVIRONMENTAL

INFRASTRUCTURE

Susan

Goeransson

TRANSPORT

Susan Barrett

INFRASTRUCTURE

RUSSIA AND

CENTRAL ASIA

(RCA)

Ekateryna

Miroshnik

NATURAL

RESOURCES

Eric Rasmussen

POWER & ENERGY

UTILITIES

Nandita Parshad

ENERGY & NATURAL

RESOURCES RUSSIA

AND CENTRAL ASIA

Aida Sitdikova

1. EBRD OVERVIEW – EBRD’S MANDATE, CONTEXT AND COUNTRIES OF OPERATIONS;

2. EBRD’S INFRASTRUCTURE INVESTMENTS

3. COLLABORATING WITH PORTUGUESE SPONSORS: OPPORTUNITIES AND TRACK RECORD

4. SEMED AND TURKEY– OPPORTUNITIES AND CHALLENGES

5. PPP MARKET IN EBRD COUNTRIES

6. CASE STUDIES

7. CONTACTS

13

Contents

EBRD Infrastructure Business Group

14

EBRD INFRASTRUCTURE YE2015

Number of projects to date 640

Net cumulative Bank investment EUR 19.7bn

Non-sovereign Share 50 per cent

EBRD’s infrastructure business group as engaged partner

to facilitate investments across sectors

15

TRANSPORT MUNICIPAL /ENVIRONMENTAL INFRASTRUCTURE

In 2015: Investments of over EUR 0.7

billion in 45 transactions.

Since 1994: Over 360 transactions and

commitment of EUR 5.8 billion.

Sector focus: Water and sewage, solid

waste, district heating, urban transport an

roads.

Since 2006: total of 15 PPP transactions

with over EUR 680 million in finance

In 2015: Investments of over EUR 1.0

billion in over 25 transactions.

Since 1994: Over 275 transactions and

commitment of EUR 13.9 billion.

Sector focus: Roads, aviation, ports,

shipping, rail and intermodal / logistic

service.

Since 2006: total of 12 PPP

transactions with over EUR 1.2 billion in

finance

EBRD infrastructure investments 2015: over EUR 1.7 billion in 70 operations.

Supported privatisation, restructuring and better infrastructure service delivery.

Promoted policy dialogue with regards to investment climate business environment and policies.

EBRD as catalyst to access additional equity, debt and trade finance.

Creating the Environment for Private Sector Participation

16

EBRD VALUE ADDED FOR

PRIVATE SECTOR PARTICIPATION

Broad product range to engage with the

public sector with the aim to create

commercial principles for future private

sector participation.

Regulatory and legal reforms to support

the private sector and a clear

understanding and allocation of risks

between the public and private sectors.

Commercialisation of public entities:

Cost recovery tariffs / user fees

Improved cash flow and cost monitoring

Outsourcing of (non-) core activities

Public service/ management contracts

Key technical cooperation:

Financial/ operational improvement

programmes (FOPIPs)

Assistance with PPP tendering

Key tool: IPPF

1. EBRD OVERVIEW – EBRD’S MANDATE, CONTEXT AND COUNTRIES OF OPERATIONS;

2. EBRD’S INFRASTRUCTURE INVESTMENTS

3. COLLABORATING WITH PORTUGUESE SPONSORS: OPPORTUNITIES AND TRACK RECORD

4. SEMED AND TURKEY– OPPORTUNITIES AND CHALLENGES

5. PPP MARKET IN EBRD COUNTRIES

6. CASE STUDIES

7. CONTACTS

17

Contents

EBRD financing with Portuguese Companies

18

VALUE OF JOINT PORTUGAL-EBRD INVESTMENT

€2.1 billion As of 31 December 2015

• €0.72billion from Portugal

• €1.6 billion from EBRD

Dominant investment

sectors:

• Financial Institutions:€830m

• Energy: €700 m

• Infrastructure: €360 m

• Industry, Commerce and

Agribusiness: €230 m

Major countries: Poland,

Romania and Hungary

Selected clients: Mota Engil,

EDP, EDP Renovaveis,

Millennium BCP, Frulact,

Logoplaste

Strategic Fit between EBRD and Portuguese construction

firms

19

Mota Engil

MSF

EBRD has financed some of the Portuguese construction companies – Mota Engil (direct)

and MSF (indirect).

POLAND

BULGARIA ROMANIA MOROCCO

Other Portuguese construction companies are also present in the some of the EBRD

Countries of Operation

MOLDOVA

Project

Summary

Poland: Wrocław Parking PPP

Client

SPV supervised by Mota-Engil group, one of the leading construction companies in Europe

EBRD / other Finance

A loan of PLN 31.3 million (equivalent to EUR 8 million)

Use of funds:

Design, construction and operation of an underground parking facilities of 331 places in close proximity to the historical centre of Wroclaw.

EBRD added value/impact

This was the first public-private partnership undertaken by the City of Wroclaw and one of very few PPP projects implemented in Poland. The Project will provide a platform for other projects based on the PPP formula, not only in the parking sector but in other sectors with high visibility and transition impact potential.

28 September, 2016 20

2011 Signed in

Project

Summary

Romania: EDPR Solar

Client

EDP Renovaveis (EDPR). EDPR is a global leader in the renewable energy sector

EBRD / other Finance

EBRD – EUR 20 million loan

BTSB – parallel facility of EUR 10 million

Use of funds:

Construction and operation of six solar photovoltaic (PV) parks totalling 50 MW in southern Romania.

EBRD added value/impact

The investment is supporting Romania to increase its renewable energy capacity and to meet the EU’s renewable energy targets.

28 September, 2016 21

2014 Signed in

Project

Summary

Romania: EDPR Wind Farms (Sarichioi

and Vutcani WPPs)

Client

EDP Renovaveis (“EDPR”), the third largest wind energy producer in the world

EBRD Finance

Up to EUR60 million with an A/B loan structure

Use of proceeds:

Commissioning and operation of Vutcani (24MW) and Sarichioi (33 MW) wind firms, located in the Moldova and Dobrogea regions, respectively

EBRD added value/impact

EBRD financing contributed to increase the generation of renewable energy capacity in Romania meeting EU’s green energy quotas

28 September, 2016 22

2012 Signed in

1. EBRD OVERVIEW – EBRD’S MANDATE, CONTEXT AND COUNTRIES OF OPERATIONS;

2. EBRD’S INFRASTRUCTURE INVESTMENTS

3. COLLABORATING WITH PORTUGUESE SPONSORS: OPPORTUNITIES AND TRACK RECORD

4. NORTH AFRICA AND TURKEY– OPPORTUNITIES AND CHALLENGES

5. PPP MARKET IN EBRD COUNTRIES

6. CASE STUDIES

7. CONTACTS

23

Contents

EBRD Snapshot in North Africa/Jordan

• Permanent offices were opened in Tunis and Amman in 2013, in Egypt in 2014 and in

Morocco in 2015.

• To date, over 90 projects have been signed for a total value of EUR 3.5 billion.

• Local currency financings are available in the four countries.

24

49% Egypt

27% Morocco

16% Jordan

8% Tunisia

Egypt (49%) - EUR 1.7 billion (33 projects)

Morocco (27%) - EUR 0.9 billion (26 projects)

Jordan (16%) - EUR 0.6 billion (22 projects)

Tunisia (8%) - EUR 0.3 billion (20 projects)

SHARE OF EBRD’S PORTFOLIO IN SEMED BY REGION

Note: as at 31 March 2016

24% FI

25% Corporate 21%

Infrastructure

30% Energy

SHARE OF EBRD’S PORTFOLIO IN SEMED BY SECTOR

Note: as at 31 March 2016

• Continued strong centralization of the decision-making

processes

• Limited financial resources of the government and

broader economy

• High standards of basic utilities since the end of the

Revolution

• Heavily subsidized and non-

market oriented tariff systems

• Environmental challenges

• S&P credit rating - Morocco

(BBB-), Tunisia (BB-)

Tunisia and Morocco: Reforms have initiated but

challenges persist

Morocco and

Tunisia

Opportunities Challenges

EBRD Added Value

• Decentralization / reforms initiated but still in early

phase

• Investments needed urgently (due to demography and

urbanization)

• New PPP law in Morocco

Private Sector Development (IPPs, PPPs)

Technical assistance, adoption of best practices (i.e. ONEE)

Support for more efficient uses of energy resources (E2C2)

Promoting commercialization by improving regulation and reforming the tariff system (i.e. ONEE Water

project)

Funding of projects in rural areas and securing sustainability of supply

EBRD in Turkey (1) Key EBRD figures

26

The EBRD has been investing in Turkey since 2009 with EUR 7.2 billion investments and

over 180 projects signed

Today, Turkey is the biggest country of EBRD operations

Strong presence through offices in Istanbul, Ankara and Gaziantep

In 2015, EBRD invested EUR 1.9 billion for over 40 projects in Turkey

EBRD Snapshot in Turkey

EBRD INVESTMENT IN TURKEY

SHARE OF EBRD’S PORTFOLIO IN TURKEY BY SECTOR

Note: as of 31 March 2016

• Increases in the length of high speed rail lines,

motorway network and passenger capacity at airports

• Surge in the construction of hospitals with provision of

facility management in the form of PPPs

• Government strategy with a strong focus on raising

education standards – possible school

PPPs in the future

• Significant underinvestment in municipal

wastewater and solid waste facilities,

large areas left underserviced

Technical cooperation to support the PPP programmes, procurement practices

and increased private sector competitiveness through improved corporate governance

Assistance with devising creative financing structures and credit lines which are replicated by other businesses and

banks (intensive policy dialogues with national authorities)

Key advisory role in social infrastructure projects to make the PPP contracts bankable through policy dialogue with Ministry of

Health and sponsors

• Deteriorating macroeconomic and financial conditions

(high inflation, currency depreciation, external

imbalances and growing NPLs)

• Political instability (Military coup attempt, social and

political polarisation, spillovers from the conflict in Syria,

tensions with Russia).

• S&P credit rating (BB+)

Turkey

Opportunities Challenges

EBRD value added

Turkey: Opportunities in the social infrastructure sector,

contrasted with a challenging macroeconomic environment

1. EBRD OVERVIEW – EBRD’S MANDATE, CONTEXT AND COUNTRIES OF OPERATIONS;

2. EBRD’S INFRASTRUCTURE INVESTMENTS

3. COLLABORATING WITH PORTUGUESE SPONSORS: OPPORTUNITIES AND TRACK RECORD

4. SEMED AND TURKEY– OPPORTUNITIES AND CHALLENGES

5. PPP MARKET IN EBRD COUNTRIES

6. CASE STUDIES

7. CONTACTS

28

Contents

EBRD in Turkey (1) Key EBRD figures

29

The EBRD has been investing in the PPP market since 1993 with EUR 2.8 billion investments

and 46 projects signed

Dominant sectors: Road, Water/Wastewater, Airport, Healthcare

PPP success stories: Turkey, Slovakia

Infrastructure PPP market in EBRD region

EBRD INVESTMENT IN INFRASTRUCTURE PPP MARKET

TOP 5 COUNTRIES/REGIONS OF EBRD INVESTMENT IN

PPP PROJECTS

Note: Cross-regional refer to investments in companies or SPVs which sponsor

various PPP projects in EBRD Countries of Operations

1. EBRD OVERVIEW – EBRD’S MANDATE, CONTEXT AND COUNTRIES OF OPERATIONS;

2. EBRD’S INFRASTRUCTURE INVESTMENTS

3. COLLABORATING WITH PORTUGUESE SPONSORS: OPPORTUNITIES AND TRACK RECORD

4. SEMED AND TURKEY– OPPORTUNITIES AND CHALLENGES

5. PPP MARKET IN EBRD COUNTRIES

6. CASE STUDIES

7. CONTACTS

30

Contents

Project

Summary

28 September, 2016 31

Client

ADN PPP Saglik Yatirim, a special purpose vehicle

Objective

Construction of an integrated hospital campus in Adana (population of 1.66 million), under an infrastructure facilities management PPP, including sustainable energy investments

EBRD finance:

• A/B loan of up to EUR 225 million (EBRD loan EUR 125 million and a ‘B loan’ tranche of up to 100 million syndicated)

• Co-financed by the International Finance Corporation (IFC), bilateral agencies (DEG/Proparco) and commercial bank

EBRD value added/impact:

• Demonstration effect for commercial financing for privately financed, procured and operated hospital infrastructure;

• Implementation of value for money assessment and strengthening of the monitoring function for hospital facilities management PPP projects

Turkey: Adana Hospital PPP Project

Signed in

2015

Project

Summary

28 September, 2016 32

Turkey: EBRD as an anchor investor in a

Turkish corporate bond

Signed in

2016

Client:

Rönesans Holding A.S., a joint stock conglomerate with activities in construction, real estate and energy

EBRD financing:

An anchor investor in Rönesans’ TRY 200 million bond issue in the amount of up to TRY 100 million.

EBRD value added/impact:

EBRD’s participation principally utilised for the equity needs in the Elazig Hospital PPP project.

• Facilitating development of the non-financial corporate bond market by increasing bond maturities;

• Encouraging companies to raise financing from the bond markets;

• Promoting a level of transparency sufficient to attract investor participation both internationally or locally.

Project

Summary

Tunisia: Clean-up of Lake Bizerte

Client

Office National de l’Assainissement (ONAS), ONAS, is the national sanitation utility created in 1974 to manage wastewater in Tunisia reporting to the Ministry of Environment and Sustainable Development. It provides sewerage services to 170 municipalities totalling over 6.6 million people.

EBRD Finance

A €20 million direct loan to ONAS and technical assistance, guaranteed by the Republic of Tunisia with a 18 years tenor, inclusive of a 4 years grace period.

Use of proceeds

To support the expansion and rehabilitation of the sewage network of the Bizerte’s region and the rehabilitation of three wastewater treatment plants located near the Lake of Bizerte.

EBRD value added / impact The operation will improve sanitation services to approximately 400,000 inhabitants in the Bizerte Governorate. Improvement in the water quality of the lake will also have a positive impact on the development of tourism and aquaculture.

28 September, 2016 33

2015 Signed in

Project

Summary

Morocco: Nador West Med

Client

Nador West Med is a Moroccan public company under private law, created and charged by the government for implementation, development, planning, promotion and management of the industrial port complex.

EBRD Finance

EBRD financing EUR 200 million. Total cost of the project EUR 943 million.

Use of proceeds

Financing the construction of basic port infrastructure for a greenfield port in Nador, Morocco.

EBRD added value / impact

• Expanding competitive market interactions by attracting FDI investors with subsequent market linkages to creating a local industry.

• Promoting private ownership by awarding all commercial port operations to third parties under concession contracts, including container handling and operation of a hydrocarbon terminal.

• Setting standards for corporate governance and business conduct for infrastructure projects in Morocco through implementation of environmental and climate-related measures.

28 September, 2016 34

2015 Signed in

Project

Summary

28 September, 2016 35

Egypt: Cairo Metro

Client

the Arab Republic of Egypt. The beneficiary is a state owned National Authority for Tunnels (NAT).

EBRD Finance

A sovereign loan of up to EUR 175 million to the Government of Egypt. The loan will consist of a committed tranche (EUR 100 million) and an uncommitted tranche (EUR 75 million, utilised only in the event the EIB financing does not come through).

Use of proceeds:

Procurement of new train sets for Cairo Metro Line II, improvement of metro’s services and lower carbon emissions.

EBRD value added/impact

The project will improve and reform public transport services in Cairo (greater commercialisation of services, enhanced private sector participation, improved regulation and opportunities for on the job training and use of carbon monetisation mechanisms).

Signed in

2015

36

Contents

1. INTRODUCTION TO EBRD

2. EBRD’S INFRASTRUCTURE BUSINESS GROUP (IBG)

3. SEMED, TURKEY AND KAZAKHSTAN – OPPORTUNITIES AND CHALLENGES

4. CASE STUDIES

5. CONTACTS

Contact

37

Thomas Maier

Managing Director, Infrastructure

Tel: +44 20 7338 7924

Email: MaierT@ebrd.com

Goncalo Correia

Associate Banker, Infrastructure

Tel: +44 20 7338 6175

Email: CorreiaG@ebrd.com

EBRD

One Exchange Square

London, EC2A 2JN

UK

www.ebrd.com