ATPHA@mnns

Alpha Group S.à r.l.

(as Security Group Agent) Investor Report

Full Year 2016 Table of Gontents

1. General overview... ..3 2. Business update ..5 3. Significant announcements/publications ..9 4. Significant changes to the board of directors or senior management 11 5. Capital expenditure 12 6. Financing.. 13 7. Acquisitions or disposals ...... 17 8. Current hedging position..... 18 9. Ratios 19 1 . r.]rjrfl *l¡rì çy çi"'¡trç;;ttt1

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Revenue for the year 2016 was €175.4m, representing a marginal outperformance vs budget.

EBITDA for the same period was €165.9m, representing an EBITDA margin of 95%.

Net operating cash flow after investing was negative €134.4m for the period due to the acquisition of the Red Motion fleet. Net operating cash flow (before investing) was €146.9m for 2016. Total Cash balance at end of the period was €97.9m (including Maintenance Reserve balance of €45.9m).

Asset utilisationl was consistently high at an average of g7% throughout the year 2016. On a vehicle basis, utilisation was on average 98% in this reporting period.

This asset utilisation average results of a Group Passenger utilisation rate of 100% and a Group Cargo utilisation rate of 94%. (asset basis)

Alpha Trains 6roup Asset Ut¡lisation

Year Ênd 1offi

969;

93%

90%

80%

70% 9J .J -"t' -".* J ,.."" .,."" oon" -r'- {gn'o "-- "/ Cãfgo Pa5renger Cargo & Pax -Group -Grgup -Grrup

I Assets are defined as locomot¡ves ànd passenger trainsets where each passenger trainset represents one asset. Vehicles are defined as locomotives and passenger units with each passênger trainset being counted as the number of carriages.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 3 of 20 The following chart shows the Security Group's lease maturity profile as of 31 December 2016.

Alpha Trains Lease Maturity Prof¡!e

30o/o

25/o

20%

L5%

t0%

5%

V/o < 1\iear 1-2 yearc 2-3 years 3-5 years 5- 10 years > 10 years

The diversified maturity profile of Alpha Trains' lease contracts across its fleet portfolio (passenger and locomotives business) underpins the future utilisation. The increase of lease maturities in the 10+ bucket in comparison to the previous lnvestor Report is a result of the acquisition of the new EMIL and STS fleets (hereafter also referred to as the Limestone project).

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 4 of 20 At the beginning of 2016 Alpha Trains signed lease contracts for two large Electric (EMU) fleets from its portfolio with existing customer Keolis. The first contract, TWN2 (Teutoburger-Wald-Netz), is for a passenger concession from December 2017 to December 2032 including a fleet of 19 existing Alpha Trains Fl¡rt1 EMU sets (5 S-car and 14 3-car) currently operated by Alpha Trains customer Westfalenbahn on the TWN concession (from December 2007 to December 2017) and an additional 8 new build Flirt3 (financed outside the Security Group). The second contract, HWN2 (Hellweg-Netz), is for a passenger concession from December 2018 to December 2030 which Keolis will operate with a fleet of 23 existing Alpha Trains 4-car Flirtl assets and an additional 5 new build Flirt3 EMUs (financed outside the Security Group). The remaining 2 existing 4-car Flirtl EMUs from the original HWNl fleet have also been contracted with Keolis and a lease contract for a 12year period (from December 2018 to December 2030) was signed in July 2016. All 44 assets will undergo a moderate refurbishment and modernisation program in 201812019, the costs of which will be rentalised and will be amortised over the contracted lease periods. With this remarketing success, Alpha Trains has already secured a contracted 100% utilisation of the electric passenger fleet for the next 5 years.

A big and important project in 2016 was the project "Red Motion", the acquisition of a fleet of 89 used DMUs and EMUs train sets together with the attached lease contracts. The "Red Motion" trains are being used in three large concessions in Germany, 26 Lint 41 DMUs in the DieselnetzAugsburg concession, 28 Alstom Lint4l DMUs in the Niers-Rhein-Emscher concession and 35 Alstom Coradia Continental EMUs in the Regio S-Bahn Bremen/Niedersachsen concession. All concessions are currently being operated by Transdev subsidiaries.

Another important project in 2016 was the Dieselnetz Nordwestsachsen (DNWS) concession, which started in June 2016 and will run until December 2025.|n June 2015 the PTA ZVNL awarded a contractto Alpha Trains forthe provision of 10 used DMUs forthis concession. Subsequently ZVN L put the operation of the concession out to tender and Transdev Regio Ost was the successful winner. Alpha Trains had to organise a refurbishment of the offered DMUs (5 single-car Regio Shuttles RS1 + 5 3-car ) and needed to ensure a handover of the refurbished trains between March and June 2016 in accordance with the contracted schedule. All units were duly delivered to Transdev and the DNWS concession started successfully on 11 June 2016.

At the same time Alpha Trains was able to support existing customer NEB (Niederbarnimer Betriebsgesellschaft mbH) with an urgent demand for vehicles, caused by the unavailability of NEB's newly ordered DMUs from the Polish manufacturer Pesa at concession start date in December 2015. Alpha Trains used every available DNWS DMU (i.e.units waiting for refurbishment or following refurbishment) for short term leases to NEB until we were obliged to hand over the assets to Transdev for the DNWS concession. ln doing so Alpha Trains fully optimised fleet utilisation and income generation and was able to further strengthen the customer relationship with NEB.

ln December 2016 the decision about the future operator of the Emscher-Münsterland-Netz concession was taken by the responsible PTAs. For the period between December 2018 to December 2021 NordWestBahn ("NWB") will continue to operate this concession. Alpha Trains is leasing a total of eight Bombardier Talent 3-car DMUs to NWB. With this new lease contract Alpha Trains has already secured a contracted 100% utilisation of the dieseldriven passengerfleetfor the next 3 years.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 5 of 20 The remarketing of the Dieselnetz Augsburg fleet - currently contracted until December 2019 - also started in 2016. Due to delays in the tender process of the concession the decision about the future operator for a period of 2 to 3 years only will be taken by mid-2017.

ln December 2016 Project Limestone - the integration of the 63 Alpha Trains EMIL S.à r.l. (EMIL) and Alpha Trains STS S.à r.l. (STS) Electric Multiple Units (EMUs) into the Security Group - has been concluded successfully. All EMIL and STS EMUs were delivered in 2015 and are in daily operation since December 2015 without any major issues.

ln 2016 three incidents with Alpha Trains'vehicles occurred which need to be reported. Firstly, one 3-car Talent DMU caught fire and burnt out completely. All passengers and the train driver were able to leave the train early enough to avoid injury. An independent expert determined the asset to be a total loss and Alpha Trains received the insurance proceeds in May 2016.

Secondly, a tragic accident involving two EMUs occurred. Reportedly caused by a series of spurious actions on the part of the DB Netz traffic controller, two Flirt EMUs (one 3-car and one 6-car) simultaneously entered a single line track on the E-Netz Rosenheim network. ln a curve close to Bad Aibling station the two EMUs suffered a head-on collision resulting in 12 fatalities and 89 injuries. The two trains are heavily damaged and it is planned that these two trains will be replaced by the lessee Transdev with newly built Stadler Flirt EMUs by the end of 2017. This event does not alter the lease rate payments to us.

Thirdly, one DMU - operated by RegioJet in the Slovak Republic - was involved in a level crossing accident with a lorry. Due to the impact the DMU derailed and was heavily damaged. Four peòple were seriously injured, 36 people were slightly injured. lt is doubtful that the train can be repaired at reasonable cost, hence a total loss with insurance proceeds is the most probable outcome.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 6 of 20 2016 was a very good year for the Alpha Trains locomotives business. The average utilization for the fleet was 94% (same as in 2015) thanks to the high utilization levels achieved for both the diesel fleet, which achieved 92% (90% in 2015) and the electric fleet, which achieved 97% (98% in 2015). These utilization rates are remarkable given the large number of heavy maintenance events thatthe fleet undenryent during 2016 and the remarketing events (please see the section on Asset deliveries and re-deliveries for more details).

During 2016, Alpha Trains sold 3 G2000 locomotives on an opportunistic basis in the French market and purchased 16 new build locomotives with long quality leases already signed and active as soon as the assets will be delivered.

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During 2016, the "Western-Southern" sales region of Alpha Trains continued the high performance which was experienced during 2015. This resulted in very high utilization rates in almost all countries of the region (France, Belgium, Luxembourg, ltaly, Spain and Portugal) and subsequent high financial performance. Of all these countries, the greatest development was achieved in Spain followed by a notable improvement of the diesel segment in ltaly.

The utilization and income levels in the "Central-Northern" region, which includes Germany, Austria, Switzerland, Poland, Hungary, Norway, Sweden and The Netherlands were good but fell short of the ones achieved in the Western-Southern region. The reason for this was the high competition in the electric locomotive segment in most of these countries but especially in Germany and Poland with the introduction of a large number of new-build electric locomotives into the market by competitors in the last years and especially during 2016. On the other side, the diesel market performed better than expected. The lack of orders of new-build diesel locomotives in previous years, the ageing of the diesel fleet in Europe and the moderate fuel prices resulted in an increase in demand for diesel locomotives. This is currently beneficial for the Group's diesel segment given its relatively young fleet which can offer nearly the same performance as new-build diesel locomotives.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 7 of 20 \ .r,:.;. ti'i;j,.j.t)t i:.) ; .iijil i,,t.¡i¿j¡t,.,;i t ;

The locomotive re-marketing activity during 2016 was slightly below previous years with an average of 10.6 locomotives remarketed every month (128 locomotives in the full year).76 locomotives were remarketed into new leases and 52 locomotives were extended. This gives a ratio of new leases / extensions during 2016 of 59% 141%, which it is very similar to values we had during the first half of 2016 (61% I 39o/o). ln 2015 this ratio was 48% I 52%.

The "Hit Rate", the ratio of opportunities won to opportunities lost to competition, was 79%0, comparable to the Hit Rate achieved in the first half of 2016 (81%) and higher than in 2015, which was al71o/o.

The charts below show the distribution of locomotives remarketed during 2016 for all the opportunities identified, won, lost to competition or for deals not materialized.

High reþntion rate t convers¡on räte in locomotives $rith average utilisation rate of 94% for Year 2016

Opportunities won * 1?,8 locomotives {Yr 2016}

Opportrx,ri:ies k5t 10 competitian 14'l

Opportun¡tie5 7E% "Hir nût Rate" mãteriðliãÊd Opportunities 3:t* won 5it9ú

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 8 of 20 ln 2016, in the context of the planned company reorganisation process of the Alpha Trains Group as envisaged at the time of the OAK refinancing, the following corporate reorganisation events happened as further described below.

On 7 October 2016, the liquidation of Alpha Trains Switzerland AG was completed following the deregistration of the company.

On 24 November 2016, the final liquidation meetings of Alpha Trains (Locomotives) Limited and Locomotion Capital (UK) Limited were held. The liquidation was completed on g March 2017.

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Alpha Trains Luxembourg S.à r.l. ("AT Luxembourg") acquired 89 regional passenger train sets together with the attached lease agreements from Société Anonyme de Crédit à I'lndustrie Française - CALIF and SNC Vindelica on 31 March 2016.

The acquisition relates to the following fleets and concessions

. 35 Alstom Coradia Continental (18x3 car, 17x5 car) EMUs - S-Bahn Bremen concession . 28 Alstom Coradia Lint 41 DMUs - Niers-Rhein-Emscher concession . 26 Alstom Goradia Lint 41 DMUs - Dieselnetz Augsburg ll concession.

The train sets were manufactured between 2008 and 2011 by Alstom with full German homologation. The concessions are based in semi-urban areas of Germany with an average remaining concession life of roughly 6.6 years from 1 January 2016 across the three fleets. They are operated by subsidiaries of Transdev (owned by CDCA/éolia).

The acquisition of the fleets contributes an additional annual revenue of c. €25m to the revenues of the Security Group.

AT Luxembourg ordered a total of 16 new build locomotives from Siemens (10 of the '16 locomotives) and Stadler Rail Valencia (6 of the 16 locomotives). Once operational the assets will contribute c. €5.2m to the revenues.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 9 of 20 !^. i i t t it "'-; i t) t t {} l') ir' L1.i r,} L; ì The Limestone project consisted of the integration of 63 newly built passenger train sets into the Security Group via a share deal along with the refinancing of existing bank facilities and the addition of a further revolving Capex facility.

These train sets are energy efficient Electric Multiple Units and were manufactured by Stadler and Bombardier. They entered into service for two different German operators at the end of 2015 on long-term concessions (remaining lease term of 14 years each from 31 December 2016). During construction and thereafter until closing of this transaction, these train sets were financed outside the Security Group through the stand-alone special purpose vehicles Alpha Trains EMIL S.à r.l. and Alpha Trains STS S.à r.1., which had been exclusively constituted to purchase these assets from their manufacturers.

Alpha Trains Luxembourg S.à r.l. acquired the shares of Alpha Trains EMIL S.à r.l. and Alpha Trains STS S.à r.l. from their parent company Alpha Trains Development No. 1 S.à r.l. (a subsidiary of Alpha Trains (Luxembourg) Holdings S.à r.l.) on 14 December 2016.

The acquisition of the fleets will add an additional annual revenue of c. €38m to the revenue level of the Security Group.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page l0 of 20 I i I ¡, rjiìÌlli'j'. 'i) i t::)t , r , ì1ì , i I iiir:iil rti tii;;.:,it¿t t). ,',ì,i,, iii'1, ,;.rirl"i]l

There were changes to the board of managers/directors or senior management in this reporting period which are noteworthy:

The following changes are related to external managers/directors from Vistra

Mr. Jan Vanhoutte resigned as Manager of Alpha Trains Group S.à r.1., Alpha Trains Holdco ll S.à r.l. and as type A Manager of Alpha Trains Luxembourg S.à r.l. with effective date as of 26 January 2016, replaced by Ms. Barbara Neuerburg on the same date.

Mr. Jan Vanhoutte (class A) and Ms. Barbara Neuerburg (class C) resigned as Directors of Alpha Trains Finance S.A. ('AT Finance") with effective date as of 26 January 2016.

Ms. Barbara Neuerburg (class A) and Ms. Zuzanna Zielinska - Rousseau (class C) were appointed as Directors of AT Finance with effective date as of 26 January 2016.

Ms. Barbara Neuerburg resigned as Manager of Alpha Trains Group S.à r.1., Alpha Trains Holdco ll S.à r.l. and type A Manager of Alpha Trains Luxembourg S.à r.l. with effective date as of 20 July 2016, and was replaced by Mr. Wim Ritz on the same date.

Ms. Barbara Neuerburg resigned as class C Director of AT Finance with effective date as of 20 July 2016 and was replaced by Mr. Wim Ritz on the same date.

Mr. Wim Ritz resigned as Manager of Alpha Trains Group S.à r.1., Alpha Trains Holdco ll S.à r.l. and type A Manager of Alpha Trains Luxembourg S.à r.l. with effective date as of 20 December 2016, and was replaced by Mr. Olaf Lahaije on the same date.

Mr. Wim Ritz resigned as class C Director of AT Finance with effective date as of 20 December 2016 and was replaced by Mr. Olaf Lahaije on the same date.

Regarding the internal organisation, Mr. Bernhard Holzer joined Alpha Trains Europa GmbH as Head of Group lnvestment Funding in February 2016, replacing lngo Wurzer who had been appointed CFO of Alpha Trains Group in September 2015 and Managing Director of Alpha Trains Europa GmbH in October 2015.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 1l of 20 ln 2016 Alpha Trains spent approximately €324m for capital expenditures (see below)

ACTUALS{¡Él PRû'ECTDESCRFIIOT{ !0tf Siemens Vectron nËw bui¡d - Stage Payments* 19,145 E4û00 new buiH - Stage Payrnents* 12,598 ETûS LUX Dresel 8t8 ETTS BR18ËDABNL 737 Git00 and G2ûüû Disposizbre 30 upgrade f38 8R145 SW upg BI G2000 CAT engine Turbocharger upgrade 75 Railncva devices 63 ETCS BRTSËDBF 4ü G1206 Müdiz upgrades 34 LZB 8R1fi5"1 upq 29 G12ü6 R.acorfilt 15 4G intedere¡rce fllters 14

Rai,lncv den¡pro.l 7 Frsst Arde Earthing 5 Loco rnisceÌlaneous 5g rorÁL Loco 318û{ Red Mstiûn Fleet 287,949

EMIL spar,es 1,223 Refurhishmentlmod. 5xRS1 + 5x600mm Talent for Ð/NL* 811 HWNA lu{odlfica 165 TW[-¡Z Madlfica 153 rCITAt FASSEIÚGER 299,20,1

TÐTALCAPEI( TTAlllS 321,0Ë6

Finance Sys'tem Zephyr 169 Neu¡ Furn,iture, Equipment and Telephone system 128 Zedas - lT t/ Equipment - lT 2t Antwerp Green desk 18 HAAS - IT 7 ÎOTAL CAPE'( HOH.TRA¡II t30 GRAND TOTAL 324,495

* funded frorn tøpex Focility and disBosal proceeds smount "*renfsilsed

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 12 of 20 ,1ìi:tt

The Red Motion asset acquisition project was financed by a comb¡nation of funds injected by Alpha Trains Group's shareholders and externaldebt of €238.2m. The externaldebt consists of a 10 year bank loan facility (€60m, fully amortising, floating rate) and a 15 year and two 20 year institutional facilities (totalling €178.2m, fully amortising, fixed rate). The debt was raised by Alpha Trains Finance on 31 March 2016 and was fonruarded to Alpha Trains Luxembourg via intercompany loans. Two new interest rate swaps were closed with effect 29 April 2016 to hedge against interest rate risk on the €60m floating rate bank debt. The maturity of the swaps is December 2025 and the fixed rate will be 0.164% p.a. with EURIBOR 3M as floating rate.

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The Limestone transaction consisted of the following elements: i) the share acquisition to integrate 63 newly built passenger train sets into the Security Group along with the refinancing of the corresponding outstanding balances of the

EM I L/STS bank facilities, ii) the novation of EMIL/STS interest swaps and migration of shareholder loans into the Security Group, iii) an early refinancing of an existing Security Group bullet term loan (original maturity in March 2020) in the amount of €200m, iv) the refinancing of existing drawings in the amount of €23m under the existing revolving Capex facility and v) the addition of a further revolving Capex facility in the amount of €50m.

For this transaction Alpha Trains Finance S.A. raised €250m of senior secured green floating rate notes in the US private placement market (€l 15m bullet with maturity December 2028 and €135m amortiser with maturity June 2036) and € 305m of bank loans with tenors of 5,7 and 10 years. ln addition, Alpha Trains Finance S.A. increased the flexibility of the ring-fenced financing platform by adding a further € 50m Capex facility with a 5 year tenor. The novated interest swaps had a notional amount of €290.1 m and negative mark to market of approximately €60m at the time of the transfer. The maturity of the swaps is end of December 2030 (with a mandatory break at the end of 2026) and the fixed rate is 2.629% p.a. with EURIBOR 3M as floating rate.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 13 of 20 Debt overview as of 31 December 2016

Sú hild (hedfttd Sånñs8ü¡d G 35û.ffm mm6få0ûg 3(1.$6.å030)

Sênfur Fsc*y ¡q, € l|7-7m ¡6ru3f40ü¡0 Amoetistuq hstih¡ùiflrC F¡ctir¡ Foc- B&C € rf?_5m 3tfffiüffif Amñtis¡rqg IFAfifiI Ë lfft-5m 3Um&ms gmod¡¡¡g Àþb Æüt € f4-5m 31nilåm5 *rnodi*ng tlfðlp R[t € 4?.6m 3ilünmo *mo¿i.*ng GrêGn ltfolgsI-S C Í15.0m 3rfl2t?08& e¡&[ Græ¡¡flfufust,S t t35.0m 3nm6mm6 ntnoait¡rqg tucmry Gape¡r, RCF C ffi-¡ßm * a6Æ3f,4m0 tuüGfi Facffiic¡ € tfiil0.tm

t dnÊrrn am{¡unt rr undf,twn.tmounl a scheduled repayments in the amountof €58.1m (€44.3m related to OAK, €10.6m related to Red Motion and €3.2m related to Limestone) were made during the year 2016. a A €200m OAK floating rate term loan with original maturity in March 2020 was refinanced early with new bank loans as part of the Limestone transaction due to the currently favourable interest rate levels. a €10.4m have been drawn from the ancillaryfacilities (€6.2m from the Capex Facility and€42m from the Revolving Credit Facility) to finance the acquisition of new build locomotives.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 14 of 20 t,: ¡.i ¡'i, .li., ',¡ i]"r1:,: ).':i:i))ii;t:;l

Alpha Trains Finance issued Senior Green Secured Notes in the amount of €250m via a private placement as part of the Limestone transaction on 14 December 2016. This was the Group's first green financing transaction and also the world's first Green Private Placement in the rolling stock sector. As this green notes issuance also was the first from Luxembourg, the Climate Bond lnitiative (CBl) honoured the pioneer character of this issuance with the Green Bond Award 2017 for the "First Green Bond from Luxembourg" at the Climate Bonds Annual Conference in London on 6 March 2017.

The external evaluation - with issuance of a Second Opinion - of alignment of the Green Private Placement with the four pillars of the Green Bond Principles 2016 was carried out by Sustainalytics, a leading global Climate Bond lnitiative verifier. The certification of conformance with the Climate Bonds Standard Version 2.0 was issued by CBI on 6 October 2016.

Eligible assets

The eligible assets subject to the financing were two fleets of state-of-the-art electric multiple units (EMUs) leased to two German railway companies, Westfalenbahn ("EMlL" assets) and Abellio Rail Mitteldeutschland ("STS" assets), and delivered new in December 2015 (including their related capital spare parts):

a 35 Bombardier EMUs - providing a total of 6,330 seats (the "EMIL' assets) o Lot A: 20 3-car single deck o Lot B: 15 S-car single deck Bombardier Talent 2 a 28 Stadler EMUs - providing a total of 1 1,363 seats (the "STS' assets) o Lot A: 15 single deck 4-car Stadler Flirt 3 o Lot B: 13 double deck 6-car Stadler KISS

The eligibility of these assets for a green financing was undisputable, as they are linked to the public mass transportation sector, which is a key sector for the European climate change mitigation policy, and are equipped with the most energy efficient technology in order to reduce the energy consumption of passenger transportation.

Use of proceeds/Management of proceeds

Proceeds raised by the Green Private Placement were fully allocated at issuance to finance the acquisition of the eligible assets via a share deal by Alpha Trains Luxembourg S.à r.l. from Alpha Trains Development No. 1 S.à r.1., the parent company of Alpha Trains EMIL S.à r.l. and Alpha Trains STS S.à r.l. Reporting

Given that the proceeds were fully allocated at the moment of green notes issuance to the eligible assets described above, Alpha Trains will limit its future reporting to environmental impact reporting. Alpha Trains is intending to annually report - on a best effort basis - on the following impact metric: prospective carbon emission reduction from eligible EMU trains, in tonnes of carbon dioxide equivalents. This metric will be disclosed on a project-by-project basis. As Alpha Trains itself does not operate the trains, the company has to make assumptions on average annual passenger travel data based on concession data and publicly available information on average load factor of German regional trains. Carbon emission data on the basis of grams of COz generated by the relevant EMUs and cars per passenger kilometre travelled are also gathered from publicly available sources.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 15 of 20 The following table depicts the estimated carbon savings in the full calendaryear 2016 obtained by passengers travelling on these 63 EMUs as opposed to by car, which was 78,104 tonnes of COz saved by the EMIL assets and 55,540 tonnes by the STS assets.

Estimated carbon offset by employint ÊMlL and STS electric passenter trains vs. cars Crr

Average totâl Capac¡ty Totalannual *rCO, fotalaînualCOI Number annuôlkm annualkû (seats) seatkm{atfull ¡Load lotal a¡ouâl forcâr em¡$ioru - car of un¡ts unit fleet unil Fector Pkm EþltL Cøncas¡on Slrdl6r- K¡¡t- 6 cr¡ 13 240,000 3,120,000 626 1,953,120,000 33.7096 658,201,440 . :,¡fl,?st 130 85,566 Stadlêr-Flln-4er 15 235,000 3,525,000 215 757,875,000 33.70% 255,403,875 ü;3Ëti 130 . ,r...:r StS Corcê¡Cot . !' -- ; Bomblrdllr -Trl.nt 2 3qr 20 360,000 7,200,000 141 1,o1s,?00r00o 33;wn 342,122,4@ tiTl¡"'t' ' ' 130 44,476 gombrrdlêr " Tllcnt 2 54r 15 260,000 3,90o,0oo 234 912,600,000 33.7096 307,s46,20o.."..".i|S ....",,

also assumed for Stadler ¡MUs). iå¡ dala sourced from TU Berlin, ¡achgebiet {document 2405 0O1)

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 16 of 20 ,i'\; : i : i i 1 ::)I I ii 1 i I \

During 2016, 16 new locomotives have been purchased. 10 of these 16 assets are Siemens Vectron Multi System electric locomotives, which will be able to operate in Germany, Austria and Italy and will reinforce the Alpha Trains portfolio with a new country configuration. On the date of writing this report, 7 of the 10 Siemens locomotives have already been manufactured and 5 of them have either been delivered or are about to be delivered to TXLOGISTIK (TXL), one of the largest private operators in Europe. The remaining Vectron locomotives will be delivered in the course of 2017 and are also to be leased to TXL.

The 6 additional locomotives that Alpha Trains acquired this year are E4000 locomotives from Stadler Rail Valencia. 4 of the 6 locomotives will be operated by Medway (previously CP Carga, now owned by MSC) and the remaining 2 locomotives by lbercargo Rail, a Joint Venture company between Comsa Rail Transport from Spain and Takargo from Portugal. The 6 E4000 locomotives are interoperable and will be able to operate cross border traffic in Spain and Portugal, hence expanding the fleet of lberian interoperable E4000 locomotives. lr,.: ,,. i

One passenger train, which caught fire and which was extensively damaged, was disposed of in the first half of 2016 for €1, following receipt of €2.1m insurance proceeds.

2 passenger trains and 3 Diesel locomotives (G2000 type) were disposed during the second half of 2016. Received disposal proceeds in 2016 amount to €5.7m.

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page 17 of 20 L Current hedging position

As of 31 December 2016, the hedging ratio was 85% with total hedges of €663.1m (including the interest rate swaps for Red Motion and the migrated swaps from the Limestone transaction).

¡ Swaps maturing 2O2O = €110m

o Swaps maturing 2021 = €60m

o Swaps maturing 2025 = €205.9m

. Swaps maturing 2030 = €287.2m

Alpha Trains Group S.à r.l. lnvestor Report, Year 201 6 Page l8 of 20 iJ i i ,l rll r-r: i

1 We confirm that in respect of this investor report dated 7 June 2017, by reference to the most recent Financial Statements that we are obliged to deliver to you in accordance with paragraphl (Financial Statements) of Part 1 (lnformation Covenants) of Schedule 2 (Security Group Covenants) - of the Common Terms Agreement:

(a) the Senior DebUNPV Ratio as at the Calculation Date is 6'1%;

(b) the Senior FCF DSCR in respect of the Relevant Period is 1.73; and

(c) the Senior FCF DSCR forecast in respect of the forecast Relevant Period is 1.73,

(together the Ratios).

2. The NBV is €1,971 ,246,527 and the PNBV is €1,395,324,262.

3. We confirm that each of the above Ratios has been calculated in respect of the Relevant Period(s) or as at the Calculation Dates for which it is required to be calculated under the Common Terms Agreement.

4 The amount of any Restricted Payment made since the date of the previous lnvestor Report (or, if none, the Closing Date) is €48,300,000 and the amount of Retained Excess Cashflow is €0.

5. We confirm that.

(a) no Default or Trigger Event has occurred and is continuing

(b) the Security Group is in compliance with the Hedging Policy; and

(c) the statements set out in this lnvestor Report are accurate in all material respects

Yours faithfully, a ,r$$

Manager

Signing without personal liability, for and on behalf of

the Security Group Agent

Alpha Trains Group S.à r.l. lnvestor Report, Year 2016 Page l9 of 20 Disclaimer:

This lnvestor Report is being provided to you pursuantto Schedule 2,Part 1, Paragraph 5 of the Common Terms Agreement.

This lnvestor Report contains fonruard looking information and industry data. These forward looking statements include, but are not limited to, all statements other than statements of historical facts contained in this lnvestor Report, including, without limitation, those regarding our future financial position and results of operations, our strategy, plans, objectives, goals and targets and future developments in the markets in which we operate. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that fonruard looking statements are not guarantees of future performance and are based on numerous assumptions and that our actual results of operations, including our financial condition and liquidity and the development of the markets in which we operate, may differ materially from (and be more negative than) those made in, or suggested by, the fonvard looking statements contained in this lnvestor Report. You should not place undue reliance on these fonruard looking statements. See also the section entitled "Forward-Looking Statements" in the Base Prospectus dated 6 March 201 5. ln relation to industry data, whilst we are not aware of any misstatements regarding the industry data presented herein, such presentation involve certain assumptions, risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors", "lndustry Overview" and "Business Description of Alpha Trains" in the Base Prospectus dated 6 March 2015. We cannot assure you that any of this industry data correctly reflects our position in the markets in which we operate, and none of such information has been verified by any independent source, and we cannot guarantee its accuracy.

As required by Schedule 2, Part I , Paragraph 5 and Schedule 6 (Form of the lnvestor Report) of the Common Terms Agreement, we have reported in this lnvestor Report certain financial information of Alpha Trains to you which includes certain non-applicable accounting standard financial measures. Whilst we believe such information will be useful to you in reviewing our performance, you are encouraged to evaluate any adjustments to applicable accounting standard measures yourself. The non applicable accounting standard measures presented should not be considered in isolation or as a substitute for performance measures calculated in accordance with applicable accounting standards. Further, the underlying financial information on which such reported measures are based has not been audited or reviewed in accordance with applicable accounting standards.

The above mentioned risks are not exhaustive. We urge you to read the section entitled "Risk Factors", "lndustry Overview" and "Business Description of Alpha Trains" in the Base Prospectus dated 6 March 2015 for a more complete discussion of the factors that could affect our future performance and the markets in which we operate. Further, new risks can emerge from time to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our business or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from those contained in this lnvestor Report. This lnvestor Report speaks only as of the date on which it is published. We undertake no obligation to update or revise any forward looking statement or risk factors, whether as a result of new information, future events or developments or otherwise. Given these risks and uncertainties, you should not rely on the lnvestor Report as a prediction of actual results. No representation or warranty, express or implied, is or will be made in relation to, and no responsibility or liability is or will be accepted by Alpha Trains as to, or in relation to, the accuracy, reliability, or completeness of any information contained in this lnvestor Report and Alpha Trains hereby expressly disclaims any and all responsibility or liability (other than in respect of a fraudulent misrepresentation) for the accuracy, reliability and completeness of such information.

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