1

Prothea

Company profile

2

Agenda

2

Prothea

Prothea at a glance Slide 4

Key competencies – Case studies

Team Members Slide 5

Renewables Slide 8

Social Infrastructure Slide 9

Core Infrastructure Slide 10

Port Infrastructure Slide 11

Contacts

Contacts Slide 14

Principal Investments – LT Group Slide 12

3

Prothea

Section 1

3

4

Prothea at a glance

Prothea was established in 2007 as an independent advisory boutique based in Milan providing advisory and asset management services in the renewable

energy and infrastructure sectors.

Over the last five years Prothea executed transactions with a total value of approximately Euro 1.5 billion, advising primarily institutional investors both Italian

and International.

Today Prothea is a market leader in the renewable energy advisory and it is also able to offer established technical knowledge in the sector being active in the

O&M for more than 160 MW renewables energy plants through the operating subsidiary LT.

Prothea is building a strong positioning in the social and core infrastructure sector where it has recently completed advisory mandates in toll roads concession,

Hospital PPP and ports.

Prothea provides its services to a range of institutional investors and corporate clients:

Project development;

Corporate Finance and M&A Advisory services;

Debt and equity capital raising;

Financial restructurings;

Asset management.

Leveraging on its market positioning, Prothea has recently launched a Principal investments division.

Prothea management team includes professionals with highly complementary skills coming from advisory firms, companies involved in the specific sectors,

international public institutions in the natural resources sector, investment banks and private equity firms.

4

5

Team Members (I/II)

5

Dario Levi

Dario is a Partner of Prothea. He spent the last 30 years working in the Investment Banking and Private Equity sectors.

Between 1985 and 2005 he worked for International Investment Banks (Merrill Lynch, UBS Warburg and ABN AMRO) active in Italy as a Corporate Finance and

M&A specialist.

Between 2006 and 2013 he was CEO of Mid Industry Capital, a listed investment company active as a private equity sponsor in mid size transactions.

During his professional carrier he successfully advised and executed transactions in the infrastructure sector and in particular he was:

Advisor to SNAM in the preparation and implementation of their privatisation;

Advisor to Italgas in bidding for some foreign concession networks;

Advisor to SNAM for the JV with Gazprom on South Stream;

Advisor for the merger that created Hera and subsequent IPO;

Advisor to Ferrovie dello Stato for the development and partial implementation of a strategic plan for the freight division;

Advisor to Schiphol on the attempted acquisition of Aeroporti di Roma and SEA;

Acquisition of Mar-Ter and Neri and merger between the two to create the Italian market leader of pulp logistic port operation.

David Armanini

David is the founder and partner of Prothea and he is a well recognized professional advisor in the renewable energy sector.

David was awarded a Ph.D in Environmental Sciences at University of Milan (Italy) and he spent the first years of his career working as a consultant for public

institutions in Europe and Canada, working on natural resources projects for the Italian, Cypriot, British and Canadian Government.

David has extensive experience in Merger & Acquisition and project development. Since its establishment in 2007, David managed and coordinated the

origination and execution of renewable energy projects advising some of the largest Italian and International Institutional and Infrastructure funds, such as VEI

Capital, Equitix and NOY Infrastructure, on transactions both on the primary and the secondary renewable energy market.

David has been also appointed in the last two years as board member of several energy oriented companies.

6

Team Members (II/II)

6

Tommaso Angela

Tommaso holds a M.Sc. degree in Economics and Social Sciences from Bocconi University in Milan and a specialization master at Sole24Ore business school on

financial modelling for renewable energy projects.

Prior to join Prothea in 2012, he worked as consultant in Brussels following the key EU policy developments on energy and climate topics on behalf of Italian and

International energy utilities.

Tommaso is in charge of coordinating the financial analysis activity of the company by giving financial modelling and marketing support on the projects.

Marco Cecconi

Marco holds a M.Sc. degree in Finance, Accounting and Control from Bocconi University in Milan with major in Financial Management.

Prior to join Prothea in 2016, he worked for two global leading investment banks, Rothschild and HSCB, focusing on the Italian M&A market for both industrial

corporations and financial institutions. Moreover, he was a freelance equity researcher for a trading platform based in New York.

Marco supports the financial analysis, modelling and marketing for infrastructure and energy projects.

Marco Sartor

Marco holds a BA degree in Telecommunications Engineering from the University of Padua and a Sales Management course from Bocconi University.

Prior to join Prothea, Marco has been the sales responsible of PV plants for BP Solar. In BP Solar, he managed the disposal of several assets on a large scale to

institutional and private investors for an aggregate value of more than EUR 50m, he was also engaged on the negotiation and coordination of the due diligence

activities during the transaction processes. As Key Account Manager in Enerqos, Marco has been responsible to manage and coordinate all the EPC contracts

commercial activities.

Marco is in charge of the origination activity in the renewables energy industry for Prothea.

7

Key competencies – Case studies

Section 2

7

8 8

Project Econergy – Solar Photovoltaic Portfolio Acquisition and Refinancing

Structuring and execution of the acquisition and refinancing under a single umbrella

facility of 11 SPVs, owning and operating 30 solar PV plants for an aggregate capacity of

34MWp.

Buy side advisory mandate in respect of all the aspects of the refinancing and purchase

process:

Development of the financial model and preliminary valuation;

Structuring of the transaction, debt sizing and marketing;

Fine tuning of the refinancing financial model based on lenders feedback,

running of key sensitivities and audit process;

Data room population and management;

Coordination of the Due Diligence streams (legal, technical and administrative)

and supervision of the advisors appointed by the client and by the lenders;

Advised the client in the negotiation and drafting of the commercial terms of

the Facility Agreement and the Share Purchase Agreement;

The refinancing delivered a single long tenor facility with bond-like pricing

financing both the repayment of the existing loans at SPVs level and partially

the equity of the acquisition.

Role: Structuring and execution;

Transaction Value: c. EUR 150 million.

Renewables

9

Social Infrastructure

9

Project Garbagnate: Refinancing and PPP hospital Sale

Refinancing and sale of Garbagnate hospital in Lombardy, a long term concessionaire

owned by Pessina Costruzioni S.p.A., to a UK infrastructure fund.

First refinancing in Italy in the PPP hospital sector through a EUR 30 million project

bond (15-year maturity) and a EUR 15 million bank debt.

Sell side advisory mandate in respect of:

Advising the client on the best financial structure to maximize the exit value;

Preliminary valuation and fine tuning of the vendor model;

Information package set up, road show and beauty contest management;

Advising the client in the non binding and binding offers and structuring of

the transaction;

Q&A with the buyer and active management of the data room;

Coordination of the Due Diligence streams (legal, technical and

administrative) and supervision of the advisors appointed by the client;

Advised the client in the negotiation and drafting of the commercial terms of

the Share Purchase Agreement;

Coordination of the process with existing lenders to obtain the waivers

requested as part as the transaction.

Role: Structuring and execution;

Transaction Value: c. EUR 150 million.

10

Core Infrastructure

10

Project Serravalle: Corporate Finance Advisor

Advised the public owned Italian motorway concessionaire Milano Serravalle on the

fair value of its shares and on its equity and debt raising options.

Financial advisory assignment in respect of the assessment of the fair value of the

shares and funding options for the acquisition of 30% of the shares owned by local

public sector bodies:

Analysis of the Milano Serravalle group business, financial models review

and fairness opinion on the share value;

Assessment of the financial impact of the shares purchase by the company;

Analysis of the additional equity/debt resources required to liquidate

shareholders;

Analysis of loan agreements in place and assessment of the impact of the

shares purchase on the financial covenants in place;

Financial institutions and debt providers market testing to fund the shares

purchase;

Market testing of equity investors to acquire the shares.

Role: Corporate Finance advisory;

Transaction Value: over EUR 600 million.

11

Port Infrastructure

11

Project Mar-Ter and Neri: Acquisition advisory

Prothea acted as advisor to Palladio Finanziaria for the acquisition of Mar-Ter Neri.

Mar-Ter Neri is the Italian market leader for pulp port logistics based on two port

terminals in Leghorn and Monfalcone.

Mar-Ter-Neri was created as a group by Mid Industry Capital, an Italian based private

equity sponsor through the acquisition and subsequent merger of the two entities.

Founded in 1969 by the Bortolussi family, Mar-Ter is a port logistics operator based

in Monfalcone, active in the handling, storage and distribution of raw materials for

the paper and other industries.

Neri is a port logistics operator based in Leghorn active in the handling, storage and

distribution of paper, pulp, timber and forest products and non-ferrous metals such

as copper, zinc and lead.

Role: Buy side advisor

Transaction Value: c. EUR 60 million.

12

Principal Investments – LT Group

12

Overview Ownership Structure

LT Group is a joint venture between La Termica, L&A Capital and Prothea

Group and it is an established and growing entity in the renewable energy

service market in Italy.

LT Group brings together respected technical profiles, financial

backgrounds and commercial relations that have been growing already for

many years in the energy sector.

The group’s strategy foresees a strong growth for the venture through the

acquisition of companies specialized in the provision of maintenance

services of renewable energy plants.

LT is the operative vehicle of the group in the maintenance of PV plants

and it manages the maintenance of 120 MW of medium and utility scale

PV plants financed by major banking institutes.

Recently the group acquired a leading company in the Asset and

Operation Management of Biogas Plants with a portfolio of 40MW plants

under management.

Massimo La Gioia Dario Levi David Armanini

45% 45% 10%

LT Holding

Photovoltaic Biogas

Samso

Operation and Maintenance of PV

plants

120MW

Operation and

Maintenance of

Biogas plants

40MW

LT increased its assets under

management from 50MW to 120

MW through the acquisition of a

specialized company in O&M

services

Company created

by the acquisition

of Samso Bio

leader in Biogas

sector

80 MW

25 MW

160 MW

18 MW

€ 1 bn

Development Construction O&M Asset Mgmt Fin. Advisory

CS Capital

13

Contacts

Appendix

13

14

Contacts

David Armanini

Partner

d.armanini@protheagroup.com

M: +39 339 648 5874

www.protheagroup.com

T:+39 02 47956755

Skype: protheagroup

Dario Levi

Partner

d.levi@protheagroup.com

M: +39 335 615 1410

Marco Cecconi

Analyst

m.cecconi@protheagroup.com

M: +39 349 5154119

Tommaso Angela

Senior Analyst

t.angela@protheagroup.com

M: +39 340 2681410