Corporate Profile

Oasis Energy Consultants Limited | 44, Level 15, Gate Building - East, DIFC, PO Box 121208, Dubai, United Arab Emirates Registered in the Dubai International Financial Centre Table of Contents Who are We? 3

Our Strategic Business Relationships & Partnerships 4

Our Ongoing/Recent Assignments 5 ` Our Integrated Approach to Business Development & Turnaround 6-10

What Services Do We Offer? 11-16

Our Team 17-28

The Macro / Market Opportunity in Emerging Markets 29-30

Value Proposition 31

Investment Strategy & Value Creation 32

Basic Investment Process 33

Investment Screening Process 34

Potential Exit Strategies 35

Case Study: K-Electric “Turn Around” 36-38

Oasis Energy Consultants Limited | 44, Level 15, Gate Building - East, DIFC, PO Box 121208, Dubai, United Arab Emirates Registered in the Dubai International Financial Centre Who Are We? ✓ Oasis Energy Consultants Limited (OE) is a holistic solution provider across the power generation, transmission and distribution segments of the energy infrastructure value chain in emerging and frontier markets.

✓ We are a DIFC-registered management consultancy firm, providing on-the-ground long-term value-add services to various power/energy sector companies, sponsors and other stakeholders in Nigeria, Ghana,` Iraq, Pakistan, Kazakhstan, etc.

✓ We have a team of seasoned Power & Energy Infrastructure executives with over 30 years of Business Development, M&A and Operational experience in leading energy focused companies and private equity infrastructure funds (AES, K-Electric, GE, Enron, The Abraaj Group, etc.) across the emerging markets.

✓ We have access to world class technical support and financing through Strategic Partnerships and relationships - PowerChina, Meralco, Engro, IFC, AfDB, FMO, etc.

✓ We are also in the process of launching Oasis Power Company, our 3000 MW Clean Power Platform, with $300m of seed equity capital from institutional investors.

✓ The basic mandate of OPC is to invest in clean power generation projects (wind, solar, hydro, and gas-fired) in various emerging & frontier markets in late-stage development, greenfield, and brownfield/operating assets. We have an actionable and diversified deal pipeline of power projects in our Target Region with OPC capital deployment of c. US$ 260 Million over the next 3 years.

✓ Manila Electric Company (Meralco)* – Philippines (www.meralco.com.ph) ✓ Engro Powergen – Pakistan (www.engropowergen.com) ✓ Income Electrix Limited – Nigeria (www.incomeelectrix.com) ` ✓ Port Harcourt Electricity Distribution Company – Nigeria (www.phed.com.ng) ✓ Orient Energy Systems – Pakistan & GCC (www.orient-power.com) ✓ New Generation Power International – USA (www.newgenpower.com) ✓ Tricap Investments / Al Jomaih Group – Dubai (www.tricapinvestments.com) ✓ G2 Energy Limited – UK (www.g2energy.co.uk) ✓ Sage Petroleum/The Quantum Group – Ghana (www.sagepetroleumgh.com) ✓ Lumen Energia Private Limited – Kazakhstan & Pakistan (www.lumenenergia.com) * under finalization

Strategic business relationships driven Partnerships

Collaborating with top-tier local and international partners for Philippines mutual benefit

Pakistan Nigeria Income Electric - Nigeria Oasis Energy Consultants Limited | 44, Level 15, Gate Building - East, DIFC, PO Box 121208, Dubai, United Arab Emirates Registered in the Financial Centre Our Ongoing/Recent Assignments ✓ Nigeria: Technical Partnership Agreement with Income Electrix Limited (and Meralco*) for the turnaround of Port Harcourt Electricity Distribution Company (PHED) including the provision of 11 on-the-ground domain specialists and functional heads ✓ Pan-Emerging Markets: Strategic Cooperation Agreement with Engro PowerGen to jointly develop various power projects in Indonesia, Nigeria, Ghana, Pakistan, Iraq, and Egypt. ✓ Bosnia, Ghana & Pakistan: Business Development Agreement with New Generation Power (NGP) Company` for their c. 800MW (aggregate) wind & hydro project development pipeline ✓ Kazakhstan & Pakistan: exclusive partnership agreement with Lumen Energia to develop and financially close an existing pipeline of 6 clean power generation and distribution assets ✓ Nigeria: Multi-year arrangement with IEL (the majority strategic owner of PHED) to help develop various Embedded Generation / IPP Projects in Nigeria, and other related value-add initiatives such as Meter Assembly/Manufacturing Factory, Transformer Repair Workshop, AT&C Loss Reduction Company, etc. ✓ Iraq: comprehensive on-the-ground due diligence to advise MOE on the upcoming privatization of Basra’s electricity distribution network, in association with Al Jomaih Group ✓ Ghana: part of the Meralco-led Consortium pre-qualified to bid for the ECG-Distribution Concession tender in 2017 ✓ Ghana: strategic understanding with The Quantum Group / Sage Petroleum for the development of an “Early Power” IPP Project ✓ Pakistan: advisory support to the main sponsor of a 6.5 MTPA coal mine and associated 2 x 600 MW greenfield power plant ✓ Pan Emerging Markets: Advisory Mandate from New Generation Power (NGP) to help raise US$ 50-150 Million Pre-IPO capital for this US-based pan-emerging market clean energy company

* Under Contract

Across the emerging markets, there’s a dire need to invest in energy infrastructure assets. Simply put, energy infrastructure is the physical stock of assets that connect supply (well-head) with demand (consumer), and is part of the upstream-to-downstream energy value chain. Given the historic under-investment, rapid urbanization, rise of a relatively young middle class (with an ability and willingness to spend), consistent governmental budgetary constraints, amongst a host of other factors, there’s a fierce sense of urgency to deploy available private capital` in what has historically been a public sector domain. In assessing the opportunity and an actionable deal pipeline, it is useful to do so along three axes:

• Geography i.e. select countries (and cities within) in the emerging markets that have, among other things, the requisite regulatory framework to attract private capital in the energy infrastructure space • Sector i.e. power (both conventional and renewable) and mid-stream oil & gas (pipelines, terminals, etc.) that provide relatively stable earnings and cash flows over a long period; and • Stage of the investment life cycle i.e. development, construction (green field) and operational, with a predominant focus on green field

The risk-return trade-off is an all important criteria for any investment - development projects, for instance, have the highest abort risk but also the highest reward if a project achieves an optimal financial close; green field projects require close supervision and structuring to ensure that projects get built on time, on budget, and to specification; and operational projects by definition provide stable earnings and cash flows and therefore little upside (unless there’s an expansion potential). Whilst figures vary across countries, it is typical to expect a 25% IRR on development projects, 18% IRR on green field projects, and 11-12% IRR on operational projects, in the emerging markets – requiring different pockets of funding capital for each.

The reality is that there’s a pool of (1) available capital, (2) investible opportunities, and (3) qualified entities / players that are able to connect (1) and (2) under a mutually beneficial arrangement. Whilst this has arguably been somewhat “commoditized”, our unique proposition and angle is to differentiate ourselves in category (3) above on the following basis: ` 1. Understanding of the emerging markets landscape having grown up and worked in the region 2. Understanding of the energy infrastructure asset class (buy side / sell side / operational) for over 20 years 3. Deep relationships with various stakeholders such as project developers, debt & equity financiers, equipment providers, construction and O&M contractors, governments/regulators, etc. 4. Alignment of long-term interest with a view to having a skin in the game through sweat equity or a 2/20 PE model, along with a passionate desire to build an “institution” around our efforts that outlives its founders 5. An actionable deal pipeline in various stages of development;

We provide hands on advisory services to sponsors of power utility companies to help them finance and augment their generation & transmission infrastructure capacity; and reduce their aggregate technical and commercial losses; organizational inertia and resistance to change; structural and process barriers; system obsolescence; etc. At OE, we have also devised a high-impact collaborative approach to ‘change management’ and ‘transformation’. It is our philosophy that transformation is essentially a change in mind-set of all stakeholders including employees, customers, shareholders, regulators and the policy makers.

Capturing the critical commercial processes that lead to revenue and collection improvement is our first step towards achieving the required change, including revamping of existing processes and organizational restructuring. This is followed by optimization of infrastructure to achieve capacity building to derive maximum output to ensure strategic expansion. Finally, we work towards a sustainable business environment with clearly identifiable goals and `targets to ensure that the organization is self-sufficient and is able to serve its consumers fully while achieving operational and commercial excellence.

We deploy subject-area specialists to review all core business areas and come up with a renewed approach to productivity and efficiency enhancement. These specialists redefine the business processes to empower employees, improve decision-making, and achieve higher level of customer service, among other such objectives and quantitative-cum-qualitative key performance indicators. All business activities are monitored through robust supervisory techniques to ensure that the overall business strategy is implemented and yielding the desired `results. Each employee has his/her KPIs monitored on a daily/weekly/monthly basis; with special emphasis on instilling commercial orientation, customer care, and a sharper skill set necessary to perform his or her job.

Our turnaround and growth strategy is derived from our recent management experience at an ailing utility business (i.e. K Electric), tailored to the peculiar requirements and environment of different companies. The overall strategy focuses on quick fixes initially; while implementing the medium and long-term plan over the next 3-5 years. A snapshot of our turnaround and growth strategy is given on the next slide:

Business Plan for turnaround

Value Creation Business Process Comprehensive Diagnostic Study Re-engineering / Re-structuring `

Customer Service / Customer Mapping Standardized Processes& SOP formulation / Revenue Mix Optimization/ Recovery TATs for Billing & Technical Complaints ISO Certification Initiatives /Commercial Orientation/ Business Expansion (New Connections)

Cross functional teams for Loss Network Rehabilitation/ Upgradation Technological Solutions – / Optimization/Load Flow Studies Reduction/Bulk Business Smart metering & Smart Grid Development / Champions

In addition, we can also provide a wide array of assistance in regulatory matters, energy-management/climate change policy, stakeholder alignment approach, technology selection, power purchase negotiations, marketing campaign on social media, customer litigation, performance management & monitoring tools, fleet optimization, out sourcing models, etc. With our on-the-ground professional team (domain specialists) overseen by our senior leadership team, we can create a far-reaching impact for our client in terms of loss reduction, recovery enhancement, network expansion and optimization, capacity building of employees, and customer satisfaction.

Illustrative Example of a Consultancy Mandate: High-Level “Scope of Development Work” for a Power Generation Project until Financial Close:

✓ Prepare relevant feasibility studies based on existing data and precedents ✓ Provide consultancy services to the client in relation to negotiating project agreements in the “bankable security package” such as Power Purchase Agreement (including regulator-approved tariff), Fuel Supply Agreement,` EPC Contract, O&M Contract, Generation License, EIA Study, Lenders’ & Owner’s Engineer Contract, Land Lease Agreement, Implementation Agreement/Sovereign Guarantee, etc. ✓ Provide consultancy services to the client in relation to negotiating terms & conditions of third-party debt on a non-recourse basis from local and foreign financial institutions/guarantors ✓ Provide consultancy services to the client in relation to negotiating terms & conditions of third-party equity to the extent required to fill any equity funding gap and the relevant shareholder & subscription agreements ✓ Develop a robust Financial Model including financial statements contained therein (P&L, Cash Flow, Balance Sheet) and downside/upside analysis of the shareholder economics; ✓ Coordinate with all relevant local/provincial/federal governmental agencies for consents and approvals ✓ Provide consultancy services to the client in relation to setting up and staffing the project company; ✓ All other incidental and miscellaneous activities and steps required for a successful Financial Close (defined as the date on which the first drawdown of debt takes place to start construction work)

Illustrative Example of a Consultancy Mandate: Consultancy Services to a Strategic Bidder/Financial Investor participating in the Privatization of a Power Utility Company

Pre-takeover:

✓ Business Plan – assist the client in developing a holistic 5-year Business Value Creation Plan to set the strategic` direction for the utility company ✓ Valuation / Bid Price - help determine the utility company’s fundamental valuation and associated bid price range (as part of and beyond a financial modelling exercise) against established benchmarking methodologies (DCF, EV/EBITDA Trading Comps & Precedent Transactions, Sum-of-the-Parts, etc.) and competitive landscape, using best-in-class Private Equity (PE) evaluation tools including the likely route and timing of an (optional) Exit strategy ✓ Transaction Structuring – work with the client to implement the most optimal buyout structure including, but not limited to, a staggered payout formula, strategic technical and/or other partners (as needed), etc. ✓ HR / Organization Structure - assist the client on an optimal and redesigned Organization Structure (and associated key senior level staffing) to help achieve the objectives of the 5-year Business Value Creation Plan, with particular emphasis on change management, productivity enhancement, and the relevant industrial relation (blue collar) labor matters from a legal-cum-political standpoint; ✓ Multi-Year Tariff (MYT) Regime - help “peel the onion” on the existing MYT regulated tariff formula/regime, and also assist in any pre-takeover negotiations with the regulator to sustain its long-term viability

Illustrative Example of a Consultancy Mandate: Consultancy Services to a Strategic Bidder/Financial Investor participating in the Privatization of a Power Utility Company

Pre-takeover:

✓ Generation Plan – prepare a fully-baked and bankable feasibility study and 5-year (generation) business` plan to develop, finance, and build the requisite “embedded generation” and third-party IPP generation capacity ✓ Climate Change Policy – in conjunction with the above, prepare a holistic Climate Change Policy for the utility company on the four-pillars of (i) energy conservation, (ii) energy efficiency, (iii) renewable energy, and (iv) environment; Sustainability Program – help prepare a comprehensive Sustainability Program (including the ESG framework) for the utility company in line with the Global Reporting Initiative (GRI) international guidelines

Post-takeover:

✓ Business Plan Implementation - provide overall advisory support to the utility company’s management/shareholder team to implement the 5-year Business Value Creation Plan ✓ Generation Capacity - bring forth incremental, advanced-stage, and fully-funded IPP proposals to the utility company in line with its 5-year (Generation) Business Plan ✓ New Connections - introduce and help implement large-scale industrial and commercial “new connection” customers (who would otherwise go captive) to improve the utility company’s sales mix; ✓ Governmental / Regulatory Affairs - assist in negotiations with the various government ministries and regulatory authorities on material issues concerning the utility company

Illustrative Example of a Consultancy Mandate: Consultancy Services to a Strategic Bidder/Financial Investor participating in the Privatization of a Power Utility Company

Post-takeover:

✓ Media Management - advise and assist on handling the key local and national media groups (opinion `makers and shapers) to protect and enhance the utility company’s brand image ✓ HR Management - advise on and implement an optimal Organization Structure (and associated key staffing) to help achieve the objectives of the 5-year Business Value Creation Plan, with particular emphasis on change management approach and productivity enhancement, various industrial relation (blue collar) labour matters, etc. The HR strategy may include, but not be limited to, the following initiatives: • Roll out of Change Management Program – multiple interactive sessions to bridge the communication gap between junior employees and senior management, and between the employees and new private owners • Fresh Blood Infusion - through Graduate Trainee, Management Trainee, and Technical Apprentice programs • Training - standardized and structured learning interventions through setting up of a “Learning Institute”. Targeted training interventions catering to unique organizational needs such as ‘Handling Difficult Situations Program’ designed for field employees who face mobs and violence, and exclusively designed Management Development Program for mid-level employees • Performance Appraisal System – implementing an annual “Bell Curve” evaluation system for management and staff, along with a “Variable Yearly Performance Reward Matrix”

Illustrative Example of a Consultancy Mandate: Consultancy Services to a Strategic Bidder/Financial Investor participating in the Privatization of a Power Utility Company

Post-takeover:

✓ Distribution Support – provide advisory support to the utility company’s Distribution team against` a comprehensive 5-year (Distribution) Business Plan to progressively reduce the Aggregate Technical & Commercial (ATC) losses and improve customer service. This may include, but not been limited to, the following activities: • Implementation of New and Reengineered Processes • State-of-the-art Billing & CRM system rollout (SAP-ISU) • Energy Measurement System (EMS) for better network visibility • Organizational restructuring to create several ring-fenced P&L business units to deliver the overall 5-year Business Plan • Build modern customer service centers • Implementation of a performance-based incentive program for front-line employees • Formulate a load shedding policy based on losses and recovery rates, with preferential treatment given to industrial customers ✓ Process improvement to reduce red tape and bureaucracy ✓ Convert large-scale industrial and commercial “new connection” customers for ECG (who would otherwise go captive) to improve its sales mix

Illustrative Example of a Consultancy Mandate: Consultancy Services to a Strategic Bidder/Financial Investor participating in the Privatization of a Power Utility Company

Post-takeover:

✓ Capex Solutions: ` • Replacing electro-mechanical meters with electrostatic meters for reduction in tampering ability and increased accuracy • Use of Aerial Bundle Cables on High Loss Transformers to control theft • Smart Grid initiative (remotely managed smart meters at customer premises and transformers) • Technical Loss Reduction Project (improving HT/LT ratio, for instance) • Handheld mobile meter reading solution; and • Upgraded IT systems to enhance data mining and customer analysis capability

Oasis Energy Consultants Limited | 44, Level 15, Gate Building - East, DIFC, PO Box 121208, Dubai, United Arab Emirates Registered in the Dubai International Financial Centre Our Team 1. Tabish Gauhar Chairman (based in Dubai) • Mr. Tabish Gauhar has over 23 years of professional experience in general management, business development, and working in private equity in the energy infrastructure sector across emerging markets. • He is the Founder & Chairman of Oasis Energy Consultants Limited, a recently launched DIFC- registered management consultancy firm, currently providing on-the-ground long-term value-add services to various power/energy sector companies, sponsors and other stakeholders in Nigeria, Ghana, Iraq, Pakistan, Kazakhstan, etc. • Prior to launching Oasis Energy in October 2015, Mr. Gauhar was a Partner & Global Head of Energy Infrastructure at The Abraaj Group (www.abraaj.com) where he served in various senior managerial roles for almost 9 years. He was a key member of the team that closed the $2b Infrastructure & Growth Capital Fund (IGCF) in 2007 and subsequently deployed and managed a diverse set of soft & Energy Infrastructure Projects hard infrastructure assets across the MENASA region. He launched the $500m Abraaj Energy Experience Infrastructure Fund (AEIF) in early 2015 across the global growth markets; and served as Country • US$ 2.5 billion capital investment in and Manager for Pakistan with $1b under management (3 companies, 2 funds). He also served as CEO oversight of K-Electric (generation, and Chairman of K-Electric Limited (www.ke.com.pk) for 6+ years to lead the HBS Case Study- transmission and distribution), Byco recognized “turnaround” of this ailing integrated utility company serving 2.5m customers; recently (150,000 barrels per day refinery exited to Shanghai Power in a landmark $1.8 billion M&A transaction. complex), 1000 MW solar-power • Before joining Abraaj, Mr. Gauhar was the Regional CFO at AES Corporation (www.aes.com) Development JV with Aditya Birla Group responsible for a $5 billion power & water infrastructure portfolio in Europe, Middle East & Africa in India, etc. during the last 5 years across 16 businesses in 12 countries. • Closed two IWPP infrastructure deals in • Earlier, Mr. Gauhar worked on International Power’s $1.5 billion Hub Power Project Qatar and Oman (1200 MW power & 60 (www.hubpower.com.pk) in Pakistan between 1994 and 1999 in various capacities across the MIGD water) worth US$ 1.2 billion development, financing, construction, and operational phases of the project, including as its Deputy • Closed six project finance deals (US$ 1.3 Treasurer. He started his career at Exxon/Engro Chemical (www.engro.com.pk) in early 1993 as a billion) in the international debt Systems Analyst. markets, and the first public listing of a • Mr. Gauhar has a First Class Honours degree in Electrical Engineering from King’s College London private power company in Oman as its Chairman (Chevening/ICI Scholar), and also holds an MBA (Finance) degree from the Institute of Business Administration in Pakistan (the oldest business school outside North America, established in collaboration with Wharton and USC). Our Team

Naveed Ismail Technical Advisor (based in Kazakhstan & Pakistan) • Naveed Ismail has over 25 years of global power sector background, including hands-on experience in managing electric utility businesses in seven countries. Currently, he is the Founder & CEO of Lumen Energia, an emerging markets independent power company. • His Kazakhstan experience includes (I) AES - President & General Director of Ekibastuz (4000 MW power plant) & Maikuben (4m tons/year coal mine) – successfully restructured and turned around the businesses that AES subsequently sold for $1.3b; and Lead Developer for the acquisition of EK-REC and Semipalatinsk-REC distribution businesses serving 1.8 million people; and (II) Lumen Energia – management control of KarGres-1, a 135 MW combined heat and power plant; developing a 50-100 MW waste gas to power project for ArcelorMittal Steel, and a 300 MW power business for the Bassel Group. Power Infrastructure Projects Experience: • Mr. Ismail’s Pakistan experience includes (I) CEO of Gencos Holding Company (GHC), owner & • Has managed over 30,000 MW in 7 major operator of 6,300 MW of public-sector thermal power plants with $3b annual revenue & utilities and 4+ million customers in four 7,000+ employees; (II) MD of National Transmission and Dispatch Company (NTDC), owner & continents; developed or acquired over manager of the national high voltage network and 8500 MW IPPs with $6b annual revenue; (III) 8,500 MW . CEO of K-Electric, a vertically integrated utility serving 20+ million people in Karachi with $2b • Diverse and multi-country experience in all annual revenue and 2000 MW installed capacity. segments (Generation, Transmission & • His power sector experience in other countries include: (I) President of AES businesses in South Distribution) of power sector. America – portfolio of $5b assets, $1b annual revenue, 10000 MW generation capacity, 1+ • Has held directorships and board positions million retail distribution customers. Led the successful unsolicited takeover of Gener, the $2.8b in various private and publicly listed Chilean multinational power company; (II) President of AES businesses in UK – portfolio of 5,200 companies on NYSE, Buenos Aires Stock MW power plants; (III) Georgia (Tbilisi) – Telasi distribution company. Exchange, Santiago de Chile Stock Exchange and Karachi Stock Exchange. • Mr. Ismail has a Masters in Mechanical Engineering from MIT - Cambridge, USA, and an MBA in • Advised and developed structured steps for Finance from Boston College - Boston, USA. Govt. of Pakistan on power sector reforms & restructuring. Key person in drafting of the new Electricity Act. Our Team Kamel N. Mukharesh Advisor on Middle East & North Africa (based in Lebanon & Saudi Arabia)

• Mr. Mukharesh is the founder of MOKA (www.mukharesh.com), an investment, joint ventures, private wealth management and business strategy consultancy company operating in the Arab world. • He currently sits on the Boards of Helios Petroleum (Russia & Switzerland), Lemley International (leading US construction & engineering management compnay), Woodlake Capital (New York) and others. He is on the Advisory Board of Bright Capital - a leading venture capital and private equity firm associated with Kleiner Perkins (KPCB), Sequoia and other leaders. • Mr. Mukharesh has successfully advised major U.S. and international corporations including Raytheon Corp., KeyBank, Aurado Energy (Canada & Kazakhstan) as board member, and others on business strategy and expansion in the Middle East and Arab/Islamic countries. He concluded a deal to set up a Saudi JV with one of the top-5 US investment banks. • In 2004 he was Founder, Chairman & GM of Clariden Middle East (Clariden-Leu is a private bank Personal Background & Education subsidiary of Credit Suisse Group). In 2000 he began advising Deutsche Bank (Suisse) and later became Managing Director of its Private Wealth Management business. • Mr. Mukharesh earned his BS in • Since 1984 he has worked at major financial institutions including Citicorp, Saudi American Bank Engineering from the Massachusetts (SAMBA), Gulf Investment Corporation (Kuwait) and State Street Global Advisors (founded and Institute of Technology (MIT), and MS in headed State Street Bank’s Middle East & Islamic countries regional office and raised several Construction Engineering & hundred million US$ of assets under management and maintained several billions of custody assets). Management from Stanford University. • He started his career as a student-trainee in 1977 at Bechtel Corporation in San Francisco, and spent • He is due to get his Doctor of Business four years as an engineer at the Arabian American Oil Company (Aramco) from 1980. Administration (DBA) degree in 2017 • Mr. Mukharesh has lived and worked in Saudi Arabia, Bahrain, Kuwait, UAE and Lebanon as well as from the International School of in EU and USA. He has strong and unique personal and business contacts in these countries Management (NY & Paris). expanding to Latin America, Russia, Kazakhstan and ex-CIS region and select African countries. • A Saudi citizen, he is fluent in Arabic, French and English with a working knowledge of Danish, Spanish, Italian and German.

19 Our Team Cees-Jan de Maaker Business Development Advisor (based in Dubai)

• Entrepreneurial and tenacious leader with a 25+ year track record of achievement in the power generation, energy and industrial sectors. Able to combine extensive commercial and contractual experience and drive efficient businesses and projects. A proven manager of people in a global organization with an ability to manage change to aid business objectives. A senior executive with an extensive international business track record, and commercial (business) background, both in mature and emerging markets.

• 15+ years at General Electric (GE) with regional responsibilities in Europe, Middle East & Africa for business development and growth in new markets.

• Currently advising Engro Corporation, one • 9+ years at Thomassen International, a BA and MA licenced company for GE. Part of the team of the largest conglomerates in Pakistan, that developed new markets in Europe & Asia with special focus on Power Generation. on their global business development initiatives.

20 Our Team

Dr. Naveed Ahmed Structuring Lead (based in Houston, USA)

• Dr. Naveed Ahmed has over 23 years of experience in the energy sector in North America and Asia.

• In his most recent role as Chief Business Development Officer (and member of the Senior Leadership Team) at K-Electric, he led the initiative to expand and diversify/optimise the company’s power generation pool, including the 2013 Climate Change Policy document that he authored. Dr. Naveed has also held various other portfolios at KE since joining the organisation in 2008/2009, including as Chief Strategy Officer, Head of Legal, and member of the CEO Secretariat.

• He started his energy career in the early nineties as member of the core team that developed Power Infrastructure Projects International Power’s $1.5 billion 1300 MW Hub Power Project in Pakistan, still the country’s largest Experience and landmark “Deal of the Year” IPP project.

• K-Electric: Projects totalling 1200 • Dr. Naveed was also the key member of the turnaround team (nominated by shareholders and MW (including Coal, LNG, and Solar) creditors) responsible for the restructuring and reorganization of Enron post its bankruptcy (the initiated; largest and most complicated bankruptcy in the history of US at the time). This successful • Enron: Oversaw the divestiture of restructuring resulted in a payout of $50 billion to Enron’s creditors and shareholders, whilst Dr. $2+ billion energy assets during the Naveed and his team were directly responsible for the divestiture of a $9 billion power and gas restructuring phase; portfolio. Prior to Enron's bankruptcy, Dr. Naveed was a senior member of the power generation • Enron: Originated 1800 MW of coal group - the investment banking arm of Enron responsible for power deals in North America. projects in North America as member of the Generation • He has a PhD degree in Chemical Engineering & Petroleum Refining from the Colorado School of Investment Group; Mines, and an MBA from Cornell University. • HUBCO: Member of the team that developed the largest IPP in South Asia (1300 MW; National Power).

Mr. Syed Muhammad Taha has over 20 years of experience in the energy sector with a proven track record of transforming ailing companies with flawless execution and implementation of strategies while creating long-term value for the organization. In his most recent role as Chief Distribution Officer (and a member of the Senior Leadership Team) at K-Electric, he led a team of almost 8000 people directly associated with distributing electricity to 2.4 million customers in Karachi (the world’s seventh largest city) and its adjoining areas. Having joined K-Electric in late 2008, he was instrumental in reducing the overall Transmission & Distribution (T&D) losses from` almost 40% then to less than 24% in 2015, along with enhanced customer service standards – a critical element in the transformation of KE from a loss-making business into a sustainable and profitable enterprise. Prior to K-Electric, Mr. Taha worked for 8 years at Pakistan State Oil (PSO), the country’s largest oil marketing company with an annual turnover of around $9 billion, where he was an active member of the core management turnaround team and also the company’s focal person on the privatisation process, holding several senior positions including Head of Corporate Planning, Retail, Cards Business and Corporate Affairs. He has also worked as Cost Controller at Shell - Pakistan in 1999, started his career with Caltex/Chevron in 1996 as Senior Project Engineer in Marketing Operation, and did a short stint with Pakistan Steel Mills as Design Engineer for its BMR Project. Mr. Taha holds an MBA in Finance from the Institute of Business Administration - Karachi.

3. Yelena Kaplunovskaya (based in Kazakhstan/Nigeria)

Ms. Yelena Kaplunovskaya brings a rich experience of over 25 years in the areas of finance, business management and consulting in the energy and mining industry of Kazakhstan. In her most recent role, Ms. Kaplunovskaya worked as the Managing Partner for SSW, LLP – a consulting company dealing with mining, energy, FMCG and construction. Prior to this she worked as Financial Director for Gefest Group of Companies and as Construction Line Director at Eurasian Holding Company, Astana. Ms. Kaplunovskaya has managed power plants as the Managing Director for the Basel Group, LLP prior to which she was Director of Energy for the Gefest Group. Having worked at various positions in AES Kazakhstan such as Vice President (Strategy Planning & AES Group of Companies) and Executive Director (Shygysenergotrid, LLP) Ms. Kaplunovskaya understand the multi facet dynamics of the Energy sector. Starting her career in 1990 as a Trainee, Accountant and Chief Accountant at Sberbank, Ms. Kaplunovskaya soon rose to the level of Financial Director Karaganda Power, Karaganda distribution LLP. She holds a Bachelors degree in Economics.

Mr Asir Mazur has over 33 years of professional experience in general management and human resource across the FMCG, Utilities, and Financial sectors of the economy. In his most recent role as Chief Human Resource Officer (and a member of the Senior Leadership Team) at K-Electric for over 6 years, he successfully institutionalised a performance-driven appraisal system and culture within the organisation, and was instrumental in right sizing the workforce, introducing fresh blood in the company, creating a Learning & Organisational Development training centre, and recording the recent turnaround history of KE in a business school case study and a book for`general public. Prior to K-Electric, Mr. Manzur served in various C-Suite management positions at PepsiCo, Coca-Cola, SMEDA, Union Bank (Pakistan) and MashreqBank (Dubai). He was the 2008 “PepsiCo President's Ring of Honour” award winner - a recognition accorded to the top 5% of the top 25% best performing employees of PepsiCo world-wide. Mr. Manzur is an active board member of the Pakistan Society for Human Resource Management (PSHRM) and Pakistan Society for Training and Development (PSTD), and has also taught HR and Marketing courses to the MBA classes at the Institute of Business Administration (IBA), Karachi and FAST University, Lahore. He has an MBA in Marketing from the University of Punjab - Pakistan, and a Master of Science in Management from Frostburg State University, Maryland - USA.

5. Arshad Zahidi (based in Canada)

Mr. Arshad Zahidi is a senior executive in the energy and chemical process industry with 25+ year experience in Organizational Leadership, Project Management, Business Development and Operations in Power, Utilities, Fertilizer and Refinery sectors. He served at The Abraaj Group between 2008 and 2015 and participated in various transactions worth $500+ million across the manufacturing, power and petrochemical industries. Mr. Zahidi played a key leadership role in the transformation of K-Electric, an underperforming vertically integrated utility, as its Chief Generation & Transmission Officer and Executive Board Member. During his tenure, he led a team of 1000+ people and successfully closed large capital projects worth $1.3 billion, adding 1060 MW of power generation and 1000 MVA of transmission capacity, in addition to business development initiatives that led to realization of projects in excess of $1.4 billion. Prior to joining Abraaj, Mr. Zahidi worked at Engro Chemical Pakistan Limited on a number of infrastructure projects including gas-fired combined cycle power plant, urea plant de-bottlenecking, environment & product quality improvement projects, etc. He has a bachelor degree in Chemical Engineering from University of Engineering & Technology, Pakistan.

Mr. Imran A. Khokhar has over 20 years of experience in business management, logistics and electricity distribution across diversified markets in Pakistan and the Middle East. In his most recent role as Deputy Chief Distribution Officer at K-Electric, he led a team of almost 2000 people directly associated with distributing electricity to nearly 600,000 customers in Region IV. Having joined KElectric in early 2011, Mr. Khokhar was instrumental in significantly reducing the Transmission & Distribution (T&D) losses, and enhancing customer service standards, in his most challenging zip code. Prior to K-Electric, he was the General Manager and Head of Cargo Business division` at Pakistan International Airlines (www.piac.aero) responsible for 32 international and 27 domestic stations with revenues exceeding $108 million, in addition to spearheading various other significant and high profile logistics ventures at the national flag carrier. Mr. Khokhar joined PIA in early 2003 to design, launch and operate its fourth revenue division, a successful courier product under the name of Speedex (www.speedex.aero), which became the 3rd most preferred service provider in Pakistan within two years of its launch. Starting his career in early 1990 as Customer Services Officer at Pakistan’s leading domestic courier organization, TCS (Private) Limited (www.tcs.com.pk), he took over the Group Operations of the organization within six years, expanded the network from 900 to 1300 cities nationally, and launched a global courier delivery wing (competing against the likes of DHL and FedEx in Pakistan) and a full courier operation in United Arab Emirates. Mr. Khokhar has a Masters degree in Business Administration.

7. Usama Qureshi (based in Pakistan)

Mr. Usama Qureshi has over 15 years of experience in general management, finance, operations, strategic & corporate affairs, media & marketing. He joined K-Electric in early 2009 as Chief of Staff to the CEO, and a key member of the turnaround team responsible for stakeholder management (including dealing with senior government officials and politicians) within and outside the organization. In his additional role as Chief Marketing & Communication Officer, Mr. Qureshi successfully led the company’s rebranding (from KESC to KE) initiative, and handled all media affairs in often challenging circumstances. Prior to K-Electric, he worked at Pakistan State Oil (PSO) for nearly 5 years, managing the finance and operation of fuel cards business worth over $700 million. Mr. Qureshi also has a 3-year track record in sales, operations and customer service at two large cellular companies in Pakistan, and has completed an overseas project in Muscat for National Bank of Oman. He is an active member of the Federation of Pakistan Chamber of Commerce & Industry (FPCCI), Chairman of Standing Committee on Energy, Vice Chairman of Pak-UAE Business Council, and Chairman of Pakistan-Bahrain Business Council. Mr. Qureshi has a Masters in Business Administration. Our Team 8. Rafique Ahmed Shaikh (based in Nigeria)

Mr. Rafique Ahmed Shaikh has over 12 years of experience in Energy Distribution and Regulations, Consumer Services policy, Planning and Evaluation of 5+ MW Transmission Grid Schemes. He lead Distribution Commercial, Regulatory as well as Technical teams offering a broad portfolio of skills to the Consumer related issues in the energy sector. During his carrier at K-Electric, he played a leading role in loss reduction at the IBC level with over 300,000 consumer base, successful implementation of Power Factor improvement, established department responsible for resolution of consumer complaints related to tariff-billing, implementation of procedures related to` tariff- billing in liaison associated functions, identifying loss of revenue upon implementation of Time of Use. He is currently an active member of “World Bank publication doing business Journal” in the area of obtaining Energy connection. He was recently invited by the State Department, USA for exchange of ideas and discussions on “Energy Security in the 21st Century” with different Distribution Utility Sectors and State Regulators in the United States of America. Mr. Shaikh has a Masters in Business Administration and Bachelors in Mechanical Engineering.

9. Imran Ali Shabbir (based in Nigeria)

Mr. Imran Ali Shabbir has over 15 years experience in implementing technological products and services in the Energy sector. In his most recent role as Deputy General Manager – Smart Grid at K-Electric Ltd, he was leading the Data Communications including Change Management for Smart Grid Project. He was instrumental in getting cost-effective and secured 2g/3g data connectivity on Private APN for Smart Meters to transfer energy data to Head Ends. He handled Change Management exercise in revising business processes that were to be impacted post Smart Grid implementation. In 2008 Mr. Shabbir joined Chevron Pakistan as Cards Marketing and Operations Manager for Pakistan, Egypt, Mauritius and Reunion. At Chevron he launched chip-based StarCard Program in Pakistan which was Chevron Proprietary Postpaid and Prepaid Fleet Card for customers. Mr. Shabbir started his career in 2001 at Pakistan State Oil (PSO), Pakistan’s Largest Oil Marketing Company. He was a significant part of the team that launched the first ever POS Terminal based Loyalty Card Program for the PSO, a first of its kind in the region. After its success, he played a significant role in the team that launched the first ever PSO Fleet and Corporate Cards providing state of the art Fuel Management Solutions to large and small businesses. Mr. Shabbir played an active role in planning and executing yet another first ever PSO Co-Branded Visa Credit Card in partnership with a bank followed by Utility bill acceptance at Non-Bank entity. The activities led PSO to significantly increase its market share in Retail Stations despite severe competition. Our Team 9. Imran Ali Shabbir (based in Nigeria) (cont’d)

While at PSO, Mr. Shabbir also worked in the Corporate Planning Department handling Company Revex budgeting, long term Business Planning and providing company related information to external entities such as Oil Ministry and Oil Company Associations. Mr. Imran Ali holds a Masters degree in Business Administration with focus in Finance and a Bachelors degree in Computer Sciences. 10. Muhammad Adnan Fazal (based in Nigeria) ` Mr. Muhammad Adnan Fazal has over 13 years of diversified experience in the Energy and Garment manufacturing sector. Mr. Fazal has played a significant field role in the turnaround of utility and manufacturing industries offering tactical management, business operations, devising and developing strategies, electricity distribution operations and project execution in the utility and manufacturing businesses. In his most recent role as General Manager Distribution K-Electric, he led a team of over 400 personnel directly associated with distributing electricity to 110,00 customers. Having joined K-Electric in early 2009, Mr. Fazal was instrumental in reducing the overall Transmission & Distribution (T&D) losses from 45% to less than 19% in 2016, enhancing customer service standards – a critical element in the transformation of K-Electric from a loss-making business into a sustainable and profitable enterprise. Prior to K-Electric, Mr. Fazal worked with Pakistan State Oil (PSO), the country’s largest oil marketing company with an annual turnover of around US$9 billion, where he was an part of the Cards Business Team, responsible for managing and controlling receivables / collection of Cards Division, a Division with monthly Turnover of PKR. 2.3 billion. Mr. Fazal has also worked as Finance Manager in S. Ahmed Garments (Pvt.) Limited in 2004. Mr. Fazal holds a Masters degree in Business Administration with majors in Banking and Finance.

11. Atif Ahmad Qureshi (based in Nigeria)

13+ year operational and design engineering experience in the electric utility sector at K-Electric & Saudi Electric Company (SEC) – joining OE early 2017. MBA (IBA) and BE (Electrical Engineering).

Mr. Waqas Safdar is an IT professional having over 11 years of experience in the Power Utility and Banking sector. Mr. Safdar has a proven track of implementation of IT networks, ERP configurations and security protocols. He was General Manager Data and the Analytical Lead in K-Electric whereby he successfully implemented SAP-ISU and CRM ERP and EHP. Mr. Safdar served as Project Manager for implementation of SAP-PM module at K-Electric covering substation maintenance, underground maintenance, 0.4 LV Maintenance and Preventive maintenance departments. Mr. Safdar led the team implementing GIS system from scratch at K-Electric effectively, changing` the dynamics of the electrical utility. Mr. Safdar pioneered implementation of Smart Grid at K-Electric whereby he led the team for Data & Integration including state of the art ORACLE MDM, SAP AMI infrastructure and ORACLE NMS implementation. The design and implementation of a mobile meter reading using data protocols, GIS protocols through hand held devices was yet again another major achievement of Mr. Safdar, reducing the meter reading time and improving meter reading data capturing. Mr. Safdar holds a Masters degree in Business Administration and a Bachelors degree in Computer Engineering.

13. Syed Riffat Ali Rizvi (based in Nigeria)

Mr. Syed Riffat Ali Rizvi has over 29 years of experience in the power sector with a proven track record in planning, designing, developing and maintaining High Tension (HT) network. His last assignment was at M/S Osmani Company Limited as the Project Lead for LDA City Lahore and DHA City Karachi. He has also worked with M/S Consolidated Power Projects Co Saudi Arabia (KSA) as Project Lead on various projects. Mr. Riffat served K-Electric for over 25 years as General Manager (HT) network and lead a team of over 400 technical employees of Region IV. At K-Electric he was responsible for underground, substation and overhead networks, load forecasting of HT/MV/LV distribution network, preparation of feasibility reports, resource planning for distribution network, study and review of distribution projects, development of technical operational procedures for voltages of 11/0.4 KV, analyses of operational problems, electrical accidents and its prevention for 0.6 million customers. Mr. Rizvi introduced SINCAL & CYMDIST software at K-Electric and conducted network studies such load flow calculations, short circuit currents directions and earth/ground resistance calculations. He was also a technical support for other departments regarding all distribution network design & development issues. Mr. Rizvi has double master degrees in Electrical Engineering and Administrative Sciences along with bachelor’s degree in Electrical engineering.

Mr. Muhammad Nasir Saleem brings with him 10 years of experience in the Power Utility Sector. He is a result oriented business professional with proven abilities in strategic planning, project management, Operations efficiency improvement, team building and improving cost efficiencies. He was part of the field turn around team that successfully played a vital role in KE transformation. He served as Head of Integrated Business Centers in various parts of K-Electric leading a team of over 250 employees and servicing over 100,000 customers with annual revenue of US$0.8 million. In his area of responsibility, he managed to reduce losses to the tune of 3% and ` improved collection by 3.5%. Prior to this, he was head of LT distribution network at the regional head office of Region IV at K-Electric, responsible for all system improvement proposals at 0.4 KV distribution network. Mr. Saleem was also responsible for Business Operations identifying key areas of strength and weaknesses, changes in business operations, process re-designing, and optimizing productivity in the system. As Head of Special Project he was responsible to plan, design and implement loss reduction projects with optimum productivity, controlling costs through most effective use of manpower and available resources. The implementation of first Aerial Bundled Cable (ABC) in K-Electric is also to his credit whereby the field execution was planned, designed and executed by him. Mr. Saleem holds a Masters degree in Business Administration and Bachelor’s degree in Electrical Engineering.

15. Yahya Ismail (based in Pakistan)

Mr. Mir Yahya Ismail has over 5 years of experience in the energy sector across South Asia, Middle East and North America. Mir worked as Commercial Manager, Corporate Strategy & Business Development at K-Electric Limited (Pakistan). As a core member of the team responsible to develop power generation projects on coal, solar, wind, gas/LNG and waste-to-energy, he was actively involved in the development of financial and tariff models, legal and financial structuring of power projects, including negotiation of project documents and financing agreements. While studying at Columbia University, he worked on a consultancy project with TransCanada on Ravenswood Power Complex located in Queens, NY. He also assisted FRV, Dubai with their solar projects in Pakistan, Algeria, Iran and Saudi Arabia. He has worked as a consultant with a small boutique firm, Energea Structura (Mexico), on their power sector projects with solar, and wind project developers. He also helped the team develop business cases to capitalize on opportunities in the newly reformed energy market. For his Capstone project at Columbia University, he worked with Meridiam Capital, a PE firm, in identifying opportunities in the North American power market. He is a certified Energy Risk Professional (GARP, USA) and a CFA Level 3 Candidate (CFAI, USA). He also has a Masters degree in Global Energy Policy from Columbia University, specializing in Energy Project Finance.

Oasis Energy Consultants Limited | 44, Level 15, Gate Building - East, DIFC, PO Box 121208, Dubai, United Arab Emirates Registered in the Dubai International Financial Centre The Macro Opportunity in Emerging Markets

The following key attributes are converging to create an increased need for energy infrastructure Africa, with only 37.3 % of the population living in urban areas in 1999, and a growth rate of 4.87%, is Increasing Urbanization & the continent with the fastest rate of urbanization. In last ten years, urbanization has been growing at an Mobility1 average 4% in Africa and 2.9% in South Asia as compared to World Average of 2.1%

2.8 billion people from growth markets will enter the middle class by 2030. Rising income has a direct Growing Middle Class Increasingcorrelation Urbanization with energy &consumption Mobility resulting in increased need for related energy infrastructure to support the growth

Investment is needed in both new and existing infrastructure in almost all growth markets, especially in Historic underinvestment in Infrastructure Sub-Sahara region. Over 65% of the people living in Sub-Sahara Africa do not have access to electricity (World Bank: 2012 figures) These factors are driving the demand for additional investments in the power generation sector

Source: United Nations The Market Opportunity in Emerging Markets Power is a priority investment sector in the Sub-Saharan Africa and South Asia “Target Region” in the coming decade to support economic growth.

• Investment in excess of US$ 40 Billion is required in 10x Africa alone to meet current and projected demand. OPPORTUNITY GAP • Opportunity for private investors to participate in well structured IPP projects with bankable security packages. 487 152 • OPC provides a ready and executable pipeline of projects 285 276 in the Target Market to capitalize on the opportunity 52

Latin America North Africa SouthEast Asia South Asia Sub-Sahara Region Value Proposition

• High economic growth in the Target Market underpinned by rising middle class and urbanization but Favorable Markets & constrained by significant power/energy gap Regulatory Framework • Significant regulatory and structural reforms to facilitate private “growth capital” investment in the power sector

• Power sector is a priority area for DFIs with significant pool of debt available on non-recourse long Availability of Long-Term term basis Funding • Local Banks participate actively in DFI supported projects in view of credible security structure

• A strong team with extensive experience in the Target Region • Rich experience across the development, financing, construction, and operational phases of power Experienced Team and related infrastructure projects • Deep industry-wide relationships with governments, regulators, developers, and capital providers

• Secured cash flows through long term PPAs and other arrangements • Hedging of currency and inflation risks through contracts & other down-side protection structures Secured Cash Flows with • Attractive cash-on-cash dividend yield on project commissioning Attractive Returns • A well thought-out target portfolio blended across geography (zip code), sub-sector (conventional and renewable), and stage of investment cycle (green-field, operating, etc)

• A robust, actionable and visible deal pipeline across the Target Region Robust & Actionable Deal Pipeline • Ability to quickly deploy the paid up capital to enhance the net Investor IRR

Oasis Energy Consultants Limited | 44, Level 15, Gate Building - East, DIFC, PO Box 121208, Dubai, United Arab Emirates Registered in the Dubai International Financial Centre Investment Strategy & Value Creation

Improved Regulatory Framework Detailed Project DD & non- & Bankable Project recourse LT Debt

Favorable Markets Secured Cash & Regulations flows & Indexed Returns Quality ‘Strategic Asset’ Track record of successful execution How value will be Experienced 1 Project Team created Sustainable Business Strong Value & Returns Risk How business will Corporate Management In-depth hands-on- Governance experience in be run managing asset

Adherence to application of highest global investment World-class Asset Outsourcing of standards Management non-core Team functions to keep Small dedicated team of Successful Construction, experienced professionals and Operation & Exit outsourcing of non-core functions to ensure efficiencies Basic Investment Process

Origination Screening Due Diligence Investment Committee

• A proprietary deal pipeline across • All investment opportunities are • The BD Team commences a • A Preliminary Standard Investment the Target Region passed through a “Dashboard” comprehensive Due Diligence on Proposal (PSIP) for each feasible to filter out those projects all screened out projects project is submitted to the • Professional relationship with key meeting the basic Investment Investment Committee (IC) for policy makers, regulatory bodies, criteria • Such DD would include all approval and local business groups components of a bankable • This primarily is an internal security package (such as • The IC evaluates each project • Extensive relationship with local desktop analytical exercise, PPA/Tariff, FSA, EPC, O&M, against a defined investment developers, EPC contractors, employing both qualitative as Capital Structure, Financial criteria and target portfolio of the OEMs and technical service well as quantitative tools and Model, etc) to gauge the Company providers lead to a robust and skill set, based on experience economic viability of each • The IC comprises four members actionable deal flow and against a defined project including three non-executive framework shareholders and the Company CEO

Contracts & Agreements Closing Portfolio Management Exit

• For all IC approved projects, • All conditions precedent (CPs) • Quarterly reporting of all KPIs • Upon realization of the Business / external legal counsels are to Financial Close have to be identified in the Business / Value Value Creation Plan for each engaged to negotiate and draft satisfied before the equity Creation Plan project, all exit options (Trade Sale, the relevant Shareholder and funds are deployed in the IPO, Dividend Recap, etc) are • Involvement in all strategic Subscription Agreements project proactively and opportunistically matters of the investee explored (vis-à-vis the Platform) to • A final Appraisal Report is • A detailed Business / Value companies through the Board, achieve the Target Investor IRR submitted to the Investment Creation Plan is an integral part Reserved Matters, etc Committee for funding approval of the Closing formalities • Site visits, at least twice a year for green-field projects Investment Screening Focus We adopt a disciplined investment approach through the following structured screening criteria/filters:

Willingness of the Ability of ultimate Acute demand Predictable cash flows Customer to pay customer to pay

Regulatory frameworks Consistency of Unlinked from Potential for and government buy- government policy commodity risk proprietary in in place opportunities

Ability to leverage Ticket sizes within Quicker timelines Risk / return profile core in-house team’s sweet spot matching our targets expertise

Appropriate risk Developer risk OK, but Ability to get sufficient Potential ability of allocation structures VC risk not OK and timely debt Sponsor to add value financing vs. Strategics

Oasis Energy Consultants Limited | 44, Level 15, Gate Building - East, DIFC, PO Box 121208, Dubai, United Arab Emirates Registered in the Dubai International Financial Centre Potential Exit Strategies (Platform vs Individual Asset)

Potential Exit Option Illustration

• A power portfolio with investments in IPPs in diverse countries and offering a stable dividend yield would Portfolio Exit via Sale command a premium valuation and strong interest from large global power developers and yield-seeking to a Strategic / Yield financial investors. Seeking Investor • A track record of stable dividend stream would also solicit strong interest from pension funds / insurance companies that have fixed liabilities and are looking for yield. • Investments in large projects with operational track record of 2-3 years, attractive dividend stream and Placement / Trade strong minority rights/board representation will be an attractive proposition for PE funds and local Sale of Individual investors in each market. Projects • We foresee considerable developments in the capital markets in our Target Region in the next 5-7 years which would offer opportunity for domestic listing of large individual projects.

• At the option of specific investors, the Company may consider distributing shares in the subsidiary project Distributing Shares in companies to such investors who can continue to earn long-term stable dividend stream. the Subsidiary Project Companies • The distribution can be made either pre or post IPO. Post IPO, the investors will also have an option to sell their individual stake directly through the stock exchange.

• Once the individual projects have established a reasonably long operational track record, and also started repaying the senior project debt, a dividend recapitalization exercise can be initiated at the local level. Dividend • Alternatively, the Company can leverage the Portfolio through securitization of its dividend stream. Recapitalization of • Due to stable and secured dividend stream, the Company should be able to attract banks / mezzanine PE Projects / Portfolio funds and other financial institutions to provide such debt capital.

Oasis Energy Consultants Limited | 44, Level 15, Gate Building - East, DIFC, PO Box 121208, Dubai, United Arab Emirates Registered in the Dubai International Financial Centre Case Study: K-Electric – Value Creation & Growth FY 2009-2015 (1/3)

KE is one of the world’s few privately owned vertically integrated power utility companies - generating, transmiting, and distributing electricity to almost 23 million people

Company Overview Generation Transmission Distribution KE Dependable Capacity:3,262MW Electricity Customer Base: 6,500 Sq. Km Coverage Area • Incorporated in 1913, KE is the sole supplier of electricity to the city of NTDC Other Domestic Karachi 12% (National • 63 grid stations 44% Grid) 19.9% • KE is listed on the Pakisgtan Stock Commercial Exchanges with a market capitalization of • 128 power transformers 11% c. US$ 2.8b IPPs and • Network of 220, 132 and • The company was privatized in Nov 2005 others 66 kV circuits 11.2% • KE operates through three different • 1,249km of overhead and businesses: Generation, Transmission and underground cables Distribution KE Internal Industrial 68.9% 33%

Current Ownership Structure* (* 66.4% majority stake recently sold to Shanghai Power for $1.77b) Capacity 560 MW (3 units)

GDC 517 MW

Year 2012

Minority & KES Power & Fuel Gas Free Float

66.4% 24.4% 3.8% 5.5% Efficiency 45.5%

Supplier General Electric – Frame 9E GT Case Study: K-Electric – Value Creation & Growth FY 2009-2015 (2/3)

Transformed Financial Performance Enhanced Capacity • • Net Income turned positive in 2012, this was the first positive net income in Use of US$1.2bn in Capex to increase generation by 1000 MW in capacity (4 17years new power plants) and 12 new grid stations 343 18% 278 293 283 IFC/ADB 15% 195 14% converted )

11% 125 $50m of their W 1,037 M

70 long term ( (475) y

41 t

29 i

mn 3% debt into

c $

S equity – 2,247 pa U validating Ca 1,685 (46) success of (87) (110) turnaround story (197) (175) FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY 09 De-Comm / De- Additions FY 15 EBITDA Net Income EBITDA Margin Rating

Improving Efficiency Management and Brand Building/ESG • KE’s fleet efficiency improved by 22% to 37.2% in FY15 • Major organizational restructuring occurred during this period, • KE’s T&D losses reduced by 12.2% to 23.7% in FY15 including institutionalizing a performance management system, reducing headcount by c. 7000 by successfully outsourcing non- core staff, etc. 35.9% 34.9% 37.0% 37.2% 32.2% 36.7% 29.7% • Brand Equity Index rose from 45 to 74 as measured by AC Nielsen 27.8% 25.3% 34.4% 23.7% • Global Reporting Initiative (GRI) level ‘A’ rating for Integrated 33.5% 33.1% Sustainability Report (June 2012) 30.4% • 100% of Karachi’s Industrial Zones exempted from scheduled load shedding since 2010

FY09 FY10 FY11 FY12 FY13 FY14 FY15

Generation Fleet Efficiency T&D Losses Case Study: K-Electric – Value Creation & Growth FY 2009-2015 (3/3)

Certificate of Excellence 2012 & 2013: Harvard Business School Case Studies Corporate Social Responsibility Awards 2015 Published 2 case studies highlighting KE’s turnaround story 2014: FT / IFC Transformational Business Award for Project Finance - Energy

2014: CSR Corporate Social Responsibility Certificate of Excellence

2012: Level ‘A’ Rating from Global Reporting Initiative KE becomes the first organization in Pakistan to achieve such a rating for an integrated report

2009-2013: Multiple Environmental and Fire Safety Awards

Environment Fire Safety Award Excellence Award 2011, 2012, 2013 2009, 2010, 2011, 2012, 2013