Water Project DeveloPment FunDManaged by Crede Power and Infrastructure Investments (Pty) LtdIn Partnership withAlula Water (Pty) Ltd and Aurecon South Africa (Pty) Ltd

ConfidentialPg.01

contents

Pg.02

Pg.01

Pg.03

Pg.04

Pg.05

Pg.09

Pg.10

Pg.11Pg.12

Pg.06

Pg.07

purpose of fund

opportunites

disclaimer

disclaimer

managing partners

managing partners• •

• • • •

• •

• •

•

• •

•

•

• •

This document is confidential and is issued for information of the addressee(s) and of clients of the factsheet. It is subject to copyright and may not be reproduced in whole or in part without the written permission of its author. The information, opinions and recommendations contained herein are and must be construed solely as statements of opinion and not statements of fact.

No warranty, expressed or implied, as to the accuracy, timeliness, completeness, merchant ability or fitness for any particular purpose of any such recommendation or information is given or made by the authors in any form or manner whatsoever. Each recommendation or opinion must be weighed solely as one factor in any investment or other decision made by or on behalf of any user of the information contained herein and such user must accordingly make its own evaluation and should appoint its own professional advisor(s) to assist the user in reaching any decision.

The author will accept no responsibility of whatsoever nature in respect of any statement, opinion, recommendation or information contained in this document.

This document is based on historical information and provides no guarantee of future performance.

objectives

fund overview

team experiencewater fund overview

overview of waterproject pipeline

fund structure

roles and responsibilites

deal execution process

investment team

technical team

contact informaton

manco

Confidential Pg.02

fund overview

purpose of the fund

objectives

opportunitiesCrede Power and Infrastructure Investments (Pty) Ltd (“Crede Power and Infrastructure”) in partnership with Alula Water (Pty) Ltd (“Alula Water”) and Aurecon South Africa (Pty) Ltd (“Aurecon”) are establishing a Water Project Development Fund (the “Fund”) to address water infrastructure challenges in Southern Africa.

Reducing Water Waste:

Improving Water Efficiency:

Addressing Water Demand Deficit:

The water scarcity problem in Southern Africa presents both a major challenge for Southern Africa and a significant opportunity for investors and businesses, including private-public partnerships (“PPP”).

The Fund aims to invest in the development phase of infrastructure projects related to the distribution, processing and management of water and wastewater in Southern Africa, investing in both developing and existingprojects. The main focus of the Fund will be investment in the developmentphase infrastructure projects, specifically post the pre-feasibility phase to financial close, providing both financial and technical support during the development process. The Fund will also consider acquiring equity stakes in existing businesses within the water and wastewater value chain that will enhance the development activities of the Fund. In addition, the Fund will also consider investment in energy projects that promote the efficient use of water on a selective basis.

Fund Objectives• Develop sustainable water projects to address water scarcity

challenges in Southern Africa;• Support water infrastructure projects during development to financial close to allow successful origination and development of infrastructure projects;• Create a platform to support both private and public developers

focusing on water and wastewater projects;• Generate good risk adjusted returns for investors of 20 – 25% (IRR),

while investing in projects with a sustainable development impact;• Balance the delivery of both economic and social returns to investors; • Address water scarcity in Southern Africa, by investing in diverse water

infrastructure projects, contributing to Southern Africa’s water mix and utilisation of different water sources;

• Enhance the reliability and resilience of water and energy systems in the region; and

• Promote high environmental, social and governance standards in investee companies and projects.

Developmental Impact:• Promote social and environmental sustainability of investments

with the water and waste water industry;• Provide access to safe and affordable drinking water in Southern

Africa;• Encourage technologies that promote water efficiency;• Job creation and sustainable economic growth within Southern

Africa; &• Improve standards of living for people in the Southern Africa

region.

ConfidentialPg.03

Target Fund Size ZAR 500 million

Investment Vehicle Company (Fund): Tiered Capital Structure

Target Returns 20% - 25%

Performance Hurdle 10%

Management Fee 2% of funds committed

Funa Allocation • Min 80% of the Fund invested in projects post prefeasibility to financial close• Max 20% of the Fund invested in by acquiring equity stake in existing businesses within the water and wastewater value chain

Deployment Period 5 years

Fund Life 7 Years with an option to extend for 2 years

Type of Investment Equity

Cheque Size • Minimum: R5 million• Maximum: R50 million

Types of Investment • Water metering and monitoring solutions• Non-revenue water• Water reuse solutions• Alternative water supply infrastructure• Energy projects resulting efficient water uses

Geographic Focus • Min South Africa: 70% • Max: Southern Africa (ex SA)

Investment Stage Post pre-feasibility

Exit • The Fund will exit at financial close• Trade sales and management buyout

water fund overview

team experienceThe team comprises of individuals with extensive experience in developing infrastructure projects in the water, wastewater treatment and power sectors. This is supported by the investment team’s project finance experience,including identifying and financing projects across Africa.

The project development team is complemented by a strong network of specialist advisors from Aurecon South Africa, with a broad range of water and wastewater experience in both local and international markets.

Confidential Pg.04

project pipelineThe Fund Manager has access to projects at various stages of discussion with clients and developers. See summary pipeline outlined below.

Opportunity Project Description Location Total Project

Cost

Status

Sedibeng West Rand Waste Water Treatment Works/Energy

Aims to generate alternative energy from 4 waste water treatment works

Gauteng, South Africa ZAR 300 mn

Feasibility Study Com-pleted

Lindley Waste Water Treatment Works

New 100 mega litre waste water treatment plant

Gauteng, South Africa ZAR 1 500 mn

Feasibility Study Com-pleted

Polihali Diversion tunnel

Detailed design, contract procurement and construction supervision of the Polihali Dam diversion tunnels (9 m and 7 m dia.)

Lesotho USD 640 000

Detail design commenced

Polihali – Katse Transfer tunnel

Detailed design, contract procurement and construction supervision of the Polihali -Katse Transfer Tunnel (4.6 m dia.)

Lesotho USD 2 680 000

Detail design commenced

Lesotho Highlands Water Project Phase II Feasibility Study

Feasibility study for the new 153 m high rollcrete dam at Polihali, a 35 km gravity tunnel to Katse Dam and the required infrastructure including roads, power supply, and ITC and construction camps.

Lesotho Highlands Water Commission (LHWC), Lesotho

USD 2 698 446

Feasibility study completed

St Philips and Mconcwane Agriculture

Irrigation areas at St Philips and Mconcwane in Swaziland not supplied with water from the Lower Usuthu Smallgrower Irrigation Project (LUSIP). Approximately 9 629 ha of land was investigated with three possible supply water options

Swaziland Water and Agricultural Development Enterprise Ltd (SWADE), Swaziland

USD 503 851

Feasibility study completed

Water is an essential life sustaining substance on earth and the most important industrial input to the world’s economy. Southern Africa is more vulnerable to water stress than other regions due to insufficient infrastructure. There is significant regional disparity in sanitation infrastructure between Southern Africa and other regions, with many people in both urban and rural areas not having access to safe drinking water and sanitation services. The water crisis in Southern Africa is driven by a massive backlog in water infrastructure maintenance and investment, recurrent droughts driven by climatic variation, glaring inequities in access to water, and deteriorating water quality.

Most of the water supply infrastructure in Southern Africa was installed decades ago and maintenance has been neglected over the years. This crisis is already having significant impacts on economic growth and on the well-being of everyone in Southern Africa which will be exacerbated if it is not addressed. In South Africa alone, aninvestment of approximately R70,4 billion over the next 10 years is required for national water infrastructure.

While many of the challenges of water security have to do with management weaknesses that result in the ineffective use of existing infrastructure, there are also a range of investments required to optimise the use of, rehabilitate and expand existing water supply infrastructure in Southern Africa.

“In South Africa alone, an investment

of approximately R70,4 billion over the next 10 years is

required for national water infrastructure”

ConfidentialPg.05

fund structureThe Fund DevCo will be established in South Africa with Class A Shares issued in series pursuant to the Constitution of the Fund; (ii) Class B Shares issued in series; and (iii) Class C Shares. The diagram below provides an outline of the Fund structure.

Opportunity Project Description Region Size Status

Kashimbila Multipurpose Dam and Hydropower Station and Irrigation Development

Design and construction of the Kashimbila Multipurpose Dam (flood buffer, domestic and irrigation) and 40 MW Hydropower Station (4 x 10 MW turbines), 240 km of transmission lines and 6 new substations, 2300 Ha of irrigation on the Katsina-Ala River in Nigeria.

S.C.C. Nigeria Ltd, Nigeria

USD 6 958 965

Operational

Thune Multipurpose Dam: Design and Supervision

Design, procurement, supervision of construction and contract administration for the construction of the Thune Dam and associated works

Department of Water Affairs, Botswana

USD 3 900 000

Operational

Mokolo – Crocodile River (West)Water Augmentation Project (MCWAP) Feasibility Study

Feasibility, detail design, procurement, supervision and contract administration of large diameter regional bulk water scheme, abstraction works and pump stations.

Department of Water and Sanitation (DWS), South Africa

USD 1 790 321

Operational

Vaalharts/Taung Feasibility Study and Business Plan

Options for rehabilitation and upgrading of 812km canal infrastructure and agri-business development in the Vaalharts/Taung irrigation region.

Department of Agricul-ture, Land Reform and Rural Development, Northern Cape, South Africa

USD 616 629

Feasibility study completed

Stortemelk Hydropower Project

Options for rehabilitation and upgrading of 812km canal infrastructure and agri-business development in the Vaalharts/Taung irrigation region.

Stortemelk Hydro (Pty) Ltd, South Africa

USD 1 247 242

Operational

Confidential Pg.06

Class A Shares: Investors will subscribe to Class A shares. The Class A shares will have preferred rights to dis-tributions. The Class A Shares shall confer upon the holders thereof the right to vote on matters affecting their rights. Save as aforesaid the Class A Shareholders shall not vote on matters generally submitted to the shareholders.

Class B Shares: The Fund Manager will subscribe for Class B Shares (Management Shares). The Class B Shares will have deferred rights to participate in Distributions. The Class B Shares shall confer upon the holders thereof the right to vote on all matters submitted to the shareholders, except those requiring the vote of a class of shareholder other than the Class B Shareholder.

Class C Shares: Only one Class C share shall be issued, which share shall be issued to the Fund Manager. The Class C Share shall have no voting rights and shall confer no right to dividends or distributions of any sort, save for its subscription price on Winding-up, and shall not be redeemable.

roles and responsibilites

Investors/ Limited Partners ManCo Project SPV Investment

CommitteeAdvisory

Board

• The Limited Partners (investors) will contribute a fixed sum of money on condition that they receive a certain share of the profit;

• ManCo will be responsible for themanagement of the Fund.

• Deal Origination;• Day to day operations:

- Identify potential investments;

- Prepare investment screening and project information memorandums for the Investment Committee;

- Present transaction to the Investment Committee;

- Structuring, and sourcing capital; and

- Monitor Investments.

• The Manco, supported by Aurecon, willexecute the following at each project SPV:

- Technical studies;

- Sourcing of equipment;

- Feasibility studies;

- Initial design ;

- Land assembly;

- Contracting with third party suppliers;

- Environmental and social impact;

- Bidding ;

- Permitting;

- Securing necessary insurance policies;

- Legal and regulatory framework; and

-Technical due diligence.

• Investment decisions;

• Periodically review investment portfolio;

• Set the investment strategy; and

• Monitor drawdowns.

• The Advisory Board is formed to provide industry expertise and to assist with the sourcing of transactions.

ConfidentialPg.07

deal execution process

Identification

The Fund has various project origination sources, including:• Project Development Company• Aurecon South Africa• Investment team• Third party developers

The Fund will focus on projects that have been developed up to feasibility phase. The Fund will require that the following has been completed prior to the Fund considering the investment:

• Completed prefeasibility study• Initial technical study• Preliminary analysis of environmental and social impacts• Enabling environment • Assess regulatory compliance • Develop sponsor base case financial model

Screening

Projects will be screened by the investment team prior to dedicating resources to the transaction. The selection criteria is as follows:

• Mandate fit• Project readiness

- Technical readiness- Permitting- Land secured

• Sponsor track record• Financial returns• Social and environmental impact

Once the projects have been screened, the Principal will allocate the projects to the investment team to prepare preliminary project information memorandum to present to the Investment Committee.

2.

1.

Confidential Pg.08

Investment Committee 1

Investment Committee 1 will decide on whether the investment team can deploy funds in order to conduct the feasibility study. The feasibility study will determine that the project is

• Commercially viable;• Financially viable;• Technically viable;• Legally viable, and• Environmentally viable.

Where the work can be carried out by Aurecon, Project DevCo or investment team then the work will be carried out by the team. The Fund will appoint third party advisors should it be deemed necessary.

Bankable Feasibility Study

The feasibility study includes the following:• Detailed technical report, which includes risk and mitigation analysis• Project design• Full environmental and social impact report, the Environmental Social Impact Assessment will be done in line with equator principles.• Dynamic financial model, with base case, best case and worst case.• Structure of the project• Legal framework for the transaction

After conducting the feasibility study, the investment team will prepare a project information memorandum for the second Investment Committee.

Investment Committee 2

Investment Committee 2 will assess if the Fund should proceed with the projects to financial close and highlight the key risks that the Fund should monitor. The Investment Committee will approve whether the Fund should incur further costs on the projects. The following costs must still be incurred:

• Detailed design;• Drafting of project documents and• Lenders’ advisors.

Contracting and Financial Close

Finalise the commercial and legal structure of projects. Draft project documents such as:

• Offtake Agreements• Engineering, Procurement and Construction Agreement• Operation and Maintenance Contract• Implementation Agreement• Finance Agreements

Lenders due diligence will be conducted by third parties appointed by the Lender group.

Portfolio Management

The investment team will be active in monitoring the portfolio and adding value to the projects. The team will monitor the risks that were identified in the feasibility study and the implementation schedule to ensure that the development is on track. The team will also oversee the drawdowns in the Fund to ensure that the funds are drawn down in line with the Investment Committee approval.

Exit The Fund will exit the investments at financial close or during construction. Company transactions may be exited via trade sales or management buyouts8.

7.

6.

5.

4.

3.

ConfidentialPg.09

management company (“manco”)

technical development partner

Crede Power and Infrastructure: An authorised financial services provider with a focus on water as a priority sector, power, infrastructure, real estate and agriculture. Crede Power and Infrastructure is a subsidiary of Harith General Partners, a leading Pan-African fund manager for infrastructure development across the continent.

Harith manages Africa’s first and only 15-year US$630mn infrastructure fund, the Pan African Infrastructure Development Fund (“PAIDF”) 1. Harith General Partners provides balance sheet and capacity building support. Crede Power and Infrastructure has 4 project finance professionals supported by a team of 12 at Harith General Partners. Harith has also recently announced the first closure of the second PAIDF fund (“PAIDF2”) in the amount of USD435m.

Their core business is to deliver quality water solutions to clients, through engineered solutions for processed water,potable water, and wastewater. Alula Water offers a wide range of processes, production and services utilised within the water industry, by creating solutions in a cost effective and environmentally responsible manner. Alula Water’s project experience extends from small to medium water and waste water projects with a costing less than ZAR10 mn to large multi-disciplined power station water treatment facility with a project value ZAR1 bn. Project highlights include:

• Medupi Power Station Water Treatment Facility;• Rand Water Station 5A Carbonation System; and• Manguang Metro Municipality Bloemspruit waste water treatment works Digester Upgrade.

Aurecon South Africa has a deep historical footprint in providing water planning and management support services to both public and private institutions. Aurecon’s experience spans the spectrum from large scale regional infrastructure projects to on-farm small-scale farmer development initiatives. This experience sits broad across the different industries utilising water and related process for their economic activity. The group’s extensive multi-disciplinary capabilities of specialisation, combined with decades of involvement in water engineering, provide clients with professional input for all project phases.

The team consists of highly experienced water scientists and engineers with a deep understanding of the water sector,including industry standards, systems and practices, relevant scientific and technological tools and exceptional business operations. They offer a complete range of engineering and scientific services to help clients optimise the sustainable management of their water resources in an integrated manner. Project highlights include the following:

• Kashimbila Multipurpose Dam and Hydropower Station, Nigeria• Ntaruka ‘A’ hydropower project, Rwanda• Kanye and Kasane-Kazungula villages’ sanitation project, Botswana• Olifants River Water Resources Development Project, South Africa• Mokolo Crocodile Water Augmentation Project, South Africa• Lower Thukela Bulk Water Supply Scheme, South Africa

Confidential Pg.10

investment team

Experience (years) Previous Firms

Sandile Sokhela, CFAPrincipal

16+ • Inspired Evolution Investment Management• Afena Capital• Investec Asset Management• CFA Charterholder

• Masters in Development Finance • Bcom Hons (Finance)Elsje Niemann, CFAPrincipal

12+ • Nodus Capital• Investec Bank• Industrial Development Corporation• Deloitte Consulting• Bravura Equity

• MBA (Cum Laude)• CFA Charterholder• B.Eng (Hons) (Cum Laude)• B.Eng (Cum Laude)Dinao Lerutla, CFAPrincipal

16+ • Maya Group Advisory and Investments• Alula Water• Quartile Capital• Royal Bafokeng Holdings

• CFA Charterholder• Masters in Development Finance• Bus Sci HonsAlex MokgoatsaneTechnical Specialist

15+ • Alula Water• Kgobisa Project• DRA Project SA• PetroSA• Veolia Water Solution & Technologies SA• Ertec

• B.Sc (Hons) Engineering & Technology Management• B.Tech Engineering Mechanical• N. Dip Engineering MechanicalKhuselwa KlaasProject Finance Specialist

8+ • Southern African Power Pool• Public Investment Corporation• Absa Capital• BCom (Hons) (Accounting)

Greg Hoffman, CA (SA)Project Finance Specialist

5+ • KPMG Services• KPMG LLP – USA• KPMG Inc. – Johannesburg Audit• CA (SA)

• PGDA (Accounting)• BBusSc (Finance & Accounting)

Confidential

Brendon TheunissenInvestment Experience:16 yearsQualification:

• M.Sc Engineering (Water and Wastewater Treatment)

• B.Sc (Hons) Civil Engineering

Pg.11

Francois Lategan Ditholo Phologe Louis KoenInvestment Experience:16 years

Investment Experience:16 years

Investment Experience:16 years

Qualification:

• B.Eng (Hons) Water Resources Design

• B.Eng Agriculture

Qualification:

• B.Sc Civil Engineering• N.Dip Engineering (GDE)• MSc Engineering

Qualification:

• M.Sc Chemical Engineering• B.Eng Chemical

Stephan Jooste Johan Pienaar Viren GajatharInvestment Experience:17 years

Investment Experience:17 years

Investment Experience:19 years

Qualification:

• PhD Civil Engineering• B.Eng (Hons) Management of

Technology• B.Eng Civil• M.Eng Management of Technology

Qualification:

• B.Eng (Hons) Technology Management

• B.Eng Agricultural• M.Eng Engineering and

Technology Management

Qualification:

• B.Eng Technology Engineering (Civil)

• N.Dip Civil Engineering

Neeren Govender Victor Wentzel Mpho RamphaoInvestment Experience:16 years

Investment Experience:16 years

Investment Experience:16 years

Qualification:

• B.Sc Civil Engineering• M.Eng Water Quality (in

progress)

Qualification:

• M.Eng Water Resources Engineering• B.Eng (Hons) Water Resources

Engineering• B.Eng Civil

Qualification:

• M.Sc Civil Engineering• B.Sc (Hons) Civil Engineering

technical team

Confidential Pg.12

visit us on:www.credepower.co.za

contact us on:(+27) 11 268 6900

info@credepower.co.za

find us at:

Suite 2Ground Floor, Vdara Two

Vdara Office Park41 Rivonia Rd

SandhurstJohannesburg

2196