Leader in investment management and engineering in the Renewable Energy Industry

Leader in investment management and engineering in the Renewable Energy Industry

Index of contents 1. About us 2. Why Vector Cuatro? 3. Services lines 4. Business track record 2

1 About us Introduction and expertise Introduction to the Group Team Offices 3

1. About us Introduction and expertise Introduction More than 1,700 MW under management (*) Vector Cuatro is the only company with experience in and dedicated to the complete value chain of projects: from advisory and structuring services or engineering to management and administration of green power facilities; which constitutes a significant competitive advantage valued by the market. Italy UK Bulgaria 754 MW 317 MW 60 MW Spain France USA 389 MW 132 MW 35 MW The multi-skilled professional services combined with extensive knowledge of technical issues, accounting, mercantile, finance and taxes, allows the Firm to achieve the maximum efficiency and effectiveness. Portugal 18 MW (*) includes 762 MW of Falck Renewables portfolio The acknowledgement of Vector Cuatro s clients has helped the Firm position itself as a reference entity in the European market, as well as to face its international expansion, rendering strategic advisory services in different countries. Overview of our experience Engineering & Facility design 1,278 MW On-site audits 870 MW Consulting & Auditing 6,520 MW Asset management (Tech and admin) 1,705 MW Construction support 825 MW Support to investment / financing 4,486 MW (**) (**) pending review 4

1. About us Introduction to the Group About us Vector Cuatro, founded in 2007, started its business activity by managing investments for clients in Spain, providing those advisory services in the long run to domestic and international investors on a global level. Henceforth, the Firm continuously amplified it service range, integrating in 2011 Langley Rinnovabili what constituted the beginning of its technical services and consolidated the company s further national and international growth. At present, Vector Cuatro has 8 offices in different countries worldwide. Since September 2014, Vector Cuatro is part of the Falck Renewables Group, a leading player in the European renewable energy industry and listed at the Milan Stock Exchange. Falck Renewables owns an asset portfolio of approximately 762 MW. Within the Falck Group, Vector Cuatro leads the development and growth in offering professional services to third party clients, leveraging both on its positioning within the industry and the the complete set of services provided as well as on the broader and deeper technical capabilities and competencies available within the Falck Renewables Group. 5

1. About us Team Team Vector Cuatro s team is composed of more than 100 highly qualified professionals from different backgrounds (Engineers, Economists, Lawyers, Tax specialists), all of them specialized in the renewable energy industry. Vector Cuatro s team is spread across several geographies such as Spain, Italy, France, Bulgaria, Canada, UK, Japan and Mexico. Vector Cuatro s organizational structure allows for covering all critical aspects in the investment process, as well as in the design, management and administration of renewable energy projects. The guarantee of success in client service is based on the participation of specialized professionals, together with the permanent involvement of the Firm s management. Their sense of professional responsibility and their enthusiasm makes every client s success as their best recognition. 6

1. About us Offices CANADA UK SPAIN FRANCE First Canadian Place 100 King St. West M5X 1B8 Toronto- Ontario 7 Beaumont Mews, London W1G 6EB, United Kingdom Serrano 27 28001 Madrid Lyon Part Dieu Immeuble Plaza 93 Rue de la Villette 69003, Lyon JAPAN Nishishinjyuku 1-26-2 Shinjyuku Nomura Buildings 32F, Shinjyuku-ku Tokyo 163-0532 MEXICO Paseo de la Reforma 412, Floor 21 Col. Juárez, México, D.F. 06600 ITALY Via Broletto 43 20121 Milano Via Cernaia 15 10121 Turín Via Lima, 48 00198 Roma SOUTH AFRICA (Local Partner) BULGARIA Kapitan Andreev 25 1421 Sofia Bulgaria 7

2 Why Vector Cuatro? Differential value Comprehensive vision Leader in professional services 8

2. Why Vector Cuatro? Differential value Understanding of business Experience and commitment Multi-skilled Competitive cost Vector Cuatro s competitive advantage is summarized in these ten aspects, which distinguish the Firm from its competitors. Creative and constructive approach Ethics and independence Proactivity: anticipation vs. reaction Proven quality Advanced technology Continuous service 9

2. Why Vector Cuatro? Comprehensive vision Engineering & Facility design 1,280 MW Consulting & Auditing Construction support (site management, construction supervision, project management) On-site audits of operating solar PV facilities Asset management (technical and administrative/ commercial) 6,500 MW 825 MW 870 MW 1,705 MW The Firm has participated in more than 560 projects, which represent more than 15 GW Invest management and financial closing support 4,486 MW (*) (*) pending review 10

2. Why Vector Cuatro? Leader in professional services 1 Leader in Structuring Vector Cuatro has structured transactions of renewable projects installations that total more than 2.1 billion euro. 2 Leader in Financing Vector Cuatro has been the lead advisor in the financing of renewable transactions which total more than 1.75 billion euro, more than many other advisor in the industry, due to its knowledge of the full value chain and its experience in the management of PV installations. 3 Leader in Management Vector Cuatro currently has long-term contracts for the management and administration of third party PV installations totalling more than 950 MW, which constitutes the largest portfolio managed by a single Firm in the industry. 4 Leader in Quality Resources Vector Cuatro currently has a dynamic, multi-skilled team of more than 100 professionals in Spain, Italy, Canada, Bulgaria, France, Japan and Mexico, who cover key aspects of all projects. This team is supported by a stateof-the-art IT platform, which includes both in-house tools (COPERNICO) and customized developments based on leading external solutions (SAP). 5 Leader in Growth In a changing business and regulatory environment, Vector Cuatro has proven a solid ability to grow, to adapt to adverse circumstances and to identify new opportunities. The Firm can continue the significant growth path achieved in the past years, due to its extraordinary ability to rapidly replicate its business model internationally as well as to keep developing its services to anticipate clients needs. 11

2. Why Vector Cuatro? IT resources In order to achieve maximum efficiency and effectiveness in engineering services and in the management of PV installations, Vector Cuatro has made significant investments to deploy state-of-the-art technological platform and to acquire high technology resources. Vector Cuatro has developed an ad-hoc technological platform: COPERNICO. This tool has a powerful database which allows to store and process all the technical data of each installation, from the trackers, inverters or counters to the photovoltaic modules installed in each string, or the meteorological stations in each plant. 1 2 3 Technical Management (COPERNICO) In-house tool, developed by Vector Administrative Management Multi-company, multi-country system Reporting Services Automatic generation of customized Cuatro s Technical team and fully (automatic conversion to different reports. tailored. GAAP and consolidation of different Integrates both technical and financial Daily monitoring of production and GAAP). data. calculation of Performance Ratios and Full automation of accounting Covers all client and external entities Availability. processes. (banks) information requirements. Supervision of incidence-solving. Workflow management (financial, Reports accessible by clients through Invoice reconciliation and claim followup mercantile and tax obligations). integrated website. Treasury management support (cash transactions and reconciliations). 12

3 Service lines Management & Administration Solar Wind Engineering Solar Wind Transaction services Legal services 13

3. Service lines Value chain Vector Cuatro s range of services, based on the straight to cash flow concept, allows the Firm to effectively cover all phases of the investment process in renewable energy installations. Management & Administration Engineering Transaction services Value Chain Legal services Service Lines 14

3. Service lines Management & Administration solar PV 1 Technical & Operational Managment Monitoring production and supervising the O&M provider. Participation in elaborating and monitoring the annual preventive maintenance plan, checking the monthly invoicing and processing the correspondent claims. Communication and supervision of task related to key local stakeholders such as landowners, local and regional administrations, utility, insurance providers and local suppliers and service providers are also covered. 2 Finance & Accounting Vector Cuatro performs all financial and treasury management tasks in the projects, including execution and follow up of collections and payments, supervision of debt covenants, checking of loans interest and principal repayments, etc. Bookkeeping and accounting advisory services, elaboration of monthly financial statements, elaboration of annual accounts, relationship with external auditors, etc. 3 Tax Management of the project companies' tax filing, as well as ensuring that all tax obligations of the companies are properly fulfilled. The Firm also provides tax advisory and representation before the tax authorities. 4 Reporting Sophisticated reporting system designed and developed by Vector Cuatro. Elaboration of reports for clients (including production monitoring, financial statements, debt service follow up, etc.) Reports which fulfil the information requirements established by the financing entities. 15

3. Service lines Management & Administration Wind 1 Daily project monitoring Monitoring and follow-up on incidences (work interruptions, preventive and corrective maintenance, evacuation grid failures, etc.) in collaboration with O&M operators if necessary. Monitoring and control of the power connection system to promptly detect issues. Direct download of energy produced for each Wind Farm and each WTG. General follow-up of the main KPIs of the Wind farm and WTGs (follow-up and general supervision of production, general deviations on production or behaviour between WTGs, analysis of the production, general verification and calculation of the technical availability, etc). Incidents and events log to better manage the relationship with the O&M providers. 2 Invoicing and institutional relationship. Monthly verification Financial and administrative management of the project. Monthly supervision of the facility. Monthly analysis of plants performances. 3 Project management Monitor of compliance by the EPC and other suppliers with regard to warranties provided during construction /supply. Management of the interactions and direct relationship with the different project s stakeholders (power distribution companies, grid operators, offtakers, WTG O&M providers, insurance companies, land lords, financial institutions and lenders, etc.) Yearly validation of the preventative maintenance plan. Monitoring of events related to each WTG (stops, scheduled maintenance, failures and corrective maintenance, grid failures, etc.) and interaction with technicians on-site. Processing and coordination of insurance claims, and follow-up of the claims in collaboration with the involved parties. Supervision of the activity of the surveillance company, and coordination and follow up of the necessary actions (claims to the police, contact with insurers, etc.) in case of any breach of security in the projects. Coordination of activities carried out by external technical advisors. Control compliance with social and environmental obligation of the project. Reading of counter and, in case of incidences, necessary actions to guarantee the accurate invoicing of the energy fed into the grid. On-site, full time presence to monitor and verify activities carried out by each supplier. On-site management of major maintenance activities. 16

3. Service lines Engineering solar PV 1 2 Pre-Construction Engineering and facility design. Including feasibility studies, basic construction projects (mechanical and electrical installations design, delineation of detailed and complete planimetry) and as built projects (after construction), energy assessment studies and management of documentation submission. Project Development and Owner s engineering. Developing projects on behalf of its clients from green field up to the operational status, including full management authorization procedure and tasks such as design of the preliminary engineering project up to the connection point, management of connection point acceptance, communication with involved administrations for release of necessary partial authorizations, selection and overview of development subcontractors and analysis and selection of EPC contractors. Technical consulting and auditing services such as due diligences, legislation consulting, market studies, equipment procurement and BOS consulting. These services could be provided at any phase of the photovoltaic facility lifetime Support during EPC Contract negotiation, tendering for EPC contractors and subcontracting management. Construction Construction supervision. Responsible of executing the necessary procedures to comply with the applicable regulation regarding installations authorizations, compliance of EPC contracts and guarantees, quality control and monitoring schedule and delays. Project and Site management. Providing all the key construction roles of on behalf of the client, such as Project Manager, Site Manager and Health & Security Coordination. Specialized engineers to act as legal representation according with the Administration s regulation. Support during the commissioning phase of the photovoltaic facility including carrying out or witnessing the tests to be conducted and analyzing the results as well as support for the 3 elaboration of the required administrative documentation. Post Construction Support during O&M Contract negotiation and tendering for O&M contractors. Support in assessing grid-connected facilities from a technical and operational perspective. This service is recommended in operating facility acquisition deals, prior to provisional and final acceptance certificates, in cases of operational failures or underperformances to improve the performance of the installation, to manage and advice claiming procedures or in regular operational check-ups. 17

3. Service lines Engineering Wind 1 Pre-Construction Construction Engineering and facility design. Including site assessment and site screening, turbine consulting, feasibility studies and economic analyses, yield assessment and yield assessment second opinion and support in the installation of meteorological masts and data collection and analysis. Project development and Owner s engineering including elaboration or optimization of preliminary project design, grid connection assessment, management of connection point acceptance and authorization procedure and Business Case technical assessment Technical consulting and auditing services such as due diligences, legislation consulting, markets studies, equipment procurement and BOS consulting. These services could be provided at any phase of the wind facility lifetime Support during EPC Contract negotiation, tendering for EPC contractors and subcontracting management. 2 Construction supervision: Vector Cuatro performs a thorough follow up of the construction process and leads the coordination of the tasks required for the construction and setup process of the wind project in order to ensure the required quality levels and guarantee the compliance with the EPC contract clauses and project s deadline as well as with the applicable regulation. complies with all clauses in the EPC. Project and Site management Support during the commissioning phase of the wind facility. Including supervision and witnessing the tests to be conducted and analysis of the results as well as support for the elaboration of the required commissioning documentation. 3 Post Construction Support during O&M Contract negotiation and tendering for O&M contractors. Assessment from a technical and operational perspective in different situations such as prior to provisional and final acceptance certificates facility transaction deals, in the event of failure and underperformances or in periodic inspections. Among these services it is worth mentioning the analysis of PAC/FAC and Acceptance Tests, site visits and quality inspection, technical assessment of the installation, claims management and historical data analysis. 18

3. Service lines Transaction services 1 Identification of acquisition opportunities worldwide Vector Cuatro carries out an ongoing screening of a number of regional markets, monitoring projects in all development phases (greenfield / brownfield / RTB) as well as projects under operation. 2 Analysis, structuring and closing of acquisition opportunities Leading the complete acquisition process to achieve the Client s reasonable commercial, financial and legal objectives. Completing transactions on the best possible available terms, by contributing Vector Cuatro s extensive experience and knowledge in renewable energy transactions. Assessing opportunities both from a financial (preliminary financial models, financial term-sheets, etc.) and a technical perspective (technical design, permitting documentation, analysis of EPC and O&M contracts, evaluation of components, analysis of production, PR and availability, etc.). Assisting in the definition of tax and legal structures, to optimize the projects operation and tax load. 3 Design and closing of financing and refinancing structures Leading the design, structuring and negotiation of Project Finance and corporate bank financing as well as private financing structures. Leading the design, structuring and negotiation of refinancing processes. Fundraising processes for financial sponsors. 4 Divestment of projects and portfolios Leading the complete divestment process to maximise the value of the Client s assets. Planning, strategy definition and identification of potential investors. Negotiating of final transaction structures and documentation. 5 Advisory Customized ad-hoc advisory services. Advising public institutions in the definition and development of renewable energy markets and regulations. 19

3. Service lines Legal services 1 Commercial contracting Advise in the negotiation, drafting and reviewing of all kinds of business agreements. Analysis and interpretation of contracts as well as the issuing of legal opinions on its validity, scope and content. National and cross-border commercial contracts. Strategic alliances and joint ventures. Business, agency and distribution agreements. Banking contracts and corporate finance. 2 Corporate law Incorporation of companies. Shareholders agreements. Drafting and amendment of bylaws and articles of association. Corporate governance. Secretary of the Board of Directors. 3 Mergers & Acquisitions Restructuring of groups of companies. Financing of acquisitions. Sale and purchase of shares and assets. Capital increases and contributions of assets and business lines. Mergers, spin-offs and structural modifications. 4 Regulated sectors Review, negotiation, drafting, analysis and implementation of EPC contracts. Review, negotiation, drafting, analysis and implementation of O&M contracts. Review and negotiation with the Market Agent. Negotiating and contracting the necessary insurance policies for any renewable energy projects. 5 Real estate law Sale and purchase of real state. Project finance. Lease agreements. 6 Project specific legal advisory Drafting of contracts, claim of guarantees, contract obligations follow-up, etc. All tasks derived from fulfilling the companies mercantile obligations (drafting of minutes of the Board and of the General Shareholders meeting, registration of resolutions at the companies register, etc.) 20

4 Business track record Worldwide projects Credentials 21

1. About us Worldwide projects PANAMÁ 2) 10 3) 60 SPAIN 1) 389 2) 2,481 3) 825 PORTUGAL 1) 30 2) 18 3) 50 UK 1) 317 2) 416 3) 105 FRANCE 1) 132 2) 124 3) 110 ITALY 1) 754 2) 932 3) 430 CANADA 2) 168 3) 350 JAPAN 2) 3,843 3) 780 USA 1) 35 2) 260 3) 170 MEXICO 2) 83 3) 850 ROMANIA 2) 25 3) 60 BULGARIA 1) 60 2) 80 3) 90 1) Asset Management 2) Technical Services 3) Transaction Services DOMINICAN R, 2) 50 3) - GREECE 2) 12 3) - Total MW (*) 1) 1,705 EL SALVADOR 2) 3 3) 30 ISRAEL 2) 50 3) - 2) 9,227 3) 4,486 (**) HONDURAS 2) 258 3) 10 GUATEMALA 2) 12 3) - ECUADOR 2) - 3) 66 PERU 2) 102 3) - SOUTH AFRICA 2) 300 3) 300 AUSTRALIA 2) - 3) 110 (*)Includes MW of Falck Renewables Group. (**) Pending review 22

1. About us Credentials Vector Cuatro provides its clients with the experience gained in the management, advisory and engineering of the main projects and players in the global market. Vector Cuatro has gained a reputation for second-to-none professionalism, responsiveness and customer service, reason why it can boast of having most of the largest green power infrastructure investors globally among its clients. 23