Engineers Australia. Delivering the North West Rail Link. Stuart Suthern-Brunt, Deputy Project Director, Operations Trains and Systems

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1 Engineers Australia Delivering the North West Rail Link Stuart Suthern-Brunt, Deputy Project Director, Operations Trains and Systems

2

3 The $8.3 billion Sydney Metro Northwest is Australia s largest public transport infrastructure project currently under construction and a priority rail project for the NSW Government, expected to open to customers by the end of 2019 It will be the first fully-automated metro rail system in Australia

4 Three major contracts Tunnels & Station Civil Works D&C [TJHD] Surface & Viaduct Civil Works D&C [ISJV] Operations, Trains & Systems (OTS): PPP, Delivery and Operate for 15 years

5 Potential western extension Sydney Metro Northwest delivery Cudgegong Bella Vista Epping Integration Activities by TfNSW Chatswood Operations, Trains & Systems (OTS) PPP Partially privately financed (with substantial State contribution) Deliver railway systems (new and upgraded), trains, stations & precincts Operate services & stations, maintain all assets Surface/Viaduct Civil (SVC) Design & construct Surface civil infrastructure (including viaduct), Bella Vista to Cudgegong Tunnels & Station Civil (TSC) Design & construct Driven tunnels, station excavation, ground support Epping to Chatswood Rail Link (ECRL) enabling works by TfNSW Epping to Chatswood Rail Link (ECRL) existing infrastructure interface Sydney s Rail Future Early Civil Works by TfNSW Cudgegong Bella Vista Epping Chatswood

6 Delivery Program Definition Procurement Civil Works ECRL Enabling Works OTS Development OTS Construction OTS Integrated Testing & Commissing OTS Operations Precinct Development & Activation TfNSW Network Enabling Activities

7 Tunnel and Station Civils

8 Underground Railway Cavern- Castle Hill Station

9 Completed section of tunnel about 55m under the intersection of Windsor Road and Norwest Boulevard at Baulkham Hills (towards Bella Vista).

10 Above: Norwest Station Box Below: Epping Down tunnel Above: Castle Hill Cavern Below: Cheltenham Shaft

11 Epping TBM3 Breakthrough

12 Epping TBM3 Dismantle and Extraction

13 Epping TMB3 dismantle and extraction

14 Epping TMB3 dismantle and extraction

15 Surface and Viaduct Civils

16 Gantry 1 - Kellyville

17 Kellyville

18 Launching Gantry 2 Second Ponds Creek

19 Launching Gantry 2 Second Ponds Creek

20 Gantry Second Ponds Creek

21 Second Ponds Creek

22 Segments - Burns T-Way & Balmoral T-Way

23 PPP Contractual Structure

24 Sydney Metro Northwest Contractual Structure

25 TSC Independent Contractor Deed TSC Contract TSC Contractor TSC Independent Certifier Deed

26 SVC Independent Certifier Deed SVC Contractor S&C Contract SVC Independent Certifier Deed

27 OTS Project Deed Deed of Charge OpCo Northwest Rapid Transit OpCo

28 OTS Independent Certifier Deed OTS Independent Certifier OTS Independent Certifier OTS Independent Certifier Deed OpCo

29 Northwest Rapid Transit Structure OpCo D&C Guarantees D&C Contract Core Contractor Interface Deed O&M Contract O&M Guarantors D&C Guarantors IJV SJV D&C Contractor Metro Trains Sydney P/L O&M Contractor O&M Guarantors Alstom D&C Guarantee Alstom D&C Significant Contract Alstom Transport Australia Pty Ltd Alstom Significant Contractor Alstom TLS Significant Contract Alstom TLS Guarantee Alstom Holdings Alstom D&C Guarantor Alstom Transport Holdings BV Alstom TLS Guarantor

30 D&C Guarantees OpCo D&C Guarantors D&C Guarantors

31 D&C Contract OpCo IJV SJV D&C Contractor D&C Contract Alstom D&C Guarantee Alstom D&C Significant Contract Alstom Transport Australia Pty Ltd Alstom Significant Contractor Alstom Holdings Alstom D&C Guarantor

32 OpCo O&M Contract O&M Contract Metro Trains Sydney Pty Ltd O&M Contractor Alstom Transport Australia Pty Ltd Alstom Significant Contractor Alstom TLS Significant Contract Alstom TLS Guarantee Alstom Transport Holdings BV Alstom TLS Guarantor

33 OpCo O&M Guarantors O&M Guarantors O&M Guarantors

34 Financiers Tripartite Deed Financiers Securitisation Agreement Deed of Charge Syndicated Facility Agreement Finance Co OpCo Financiers Tripartite Deed

35 Northwest Rapid Transit Contractual Structure Debt Financiers Equity Investors ANZ BTMU HSBC ING Mizuho NAB OCBC Standard Chartered Westpac Project Deed OpCo MTR Corporation Leighton Plenary Group Marubeni Palisade Partners Group Ordinary 20% 10% 10% 20% 20% 20% Preferred 25% 25% 25% 25% Parent Company Guarantees Leighton Holdings Ltd MTR Corporation Ltd UGL Limited Infrastructure IJV (unincorporated, joint and several) John Holland Pty Ltd Leighton Contractors Pty Ltd Delivery D&C Contract D&D JV (unincorporated, joint and several) Trains & Systems SJV (unincorporated, joint and several) MTR Corporation (Sydney) NRT Pty Ltd UGL Rail Services Pty Ltd Interface Deed O&M Contract Metro Trains Sydney Pty Ltd MTR Corporation (UK) NRT Ltd 60% John Holland Sydney NRT Pty Ltd 20% UGL Rail Services Pty Ltd 20% Subcontracts Trains, Signalling Train Control Systems Alstom Transport Australia Pty Limited Through Life Support Deed Alstom Transport Australia Pty Limited Other Significant Contracts

36 KPIs / Performance Drivers or Incentives in the Project Deed Key Contract KPIs and relevant measurements are outlined broadly below

37 OTS PPP Risk Allocation Description State OpCo Land acquisition Acquisition of land that the State determines is required for the PPP All other land acquisition Planning approvals Risk of delay in reaching completion from legal challenges to the planning approvals obtained by the State Site Risks contamination All other planning approvals Management and removal of existing contamination in the site not caused or disturbed by NRT Management and removal of contamination caused or disturbed by NRT Tunnel and viaduct Tunnel and viaduct technical and performance requirements are not suitable for the purpose. Design, construction and commissioning Epping to Chatswood Rail Line: Brownfield handover Operational risk Asset management risks Delay in handover of tunnel and viaduct civil works Tunnel and viaduct civil works defects Risk that construction activities cannot be completed on time and are not fit for purpose. Design and construction interface risk. Risk that the brownfield railway infrastructure, other than specified risk for which the State has taken responsibility, is not fit for purpose. State specified risks including water ingress, fixation fasteners, and dampers. Risk that the design and technology is not able to deliver the services and/or is not fit for purpose at the required service levels (KPIs). Specified performance requirements (KPIs) and service levels are not appropriate or sufficient to meet demand requirements. Lifecycle, operational and maintenance costs. Patronage risk, revenue protection and fare enforcement. Passed on to relevant D&C Contractor Including residual life and handover risk to satisfy State s requirement for asset condition and residual design life. Finance risks Risk of providing funds to meet design and construction costs. Risk of movements in foreign exchange rates (excl. election of pre-agreed options or augmentation)

38 SMTF & Cudgegong Road Station June 2014 July 2015 October

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