Punta Colonet Multimodal Project in

August, 2008 Punta Colonet Multimodal Project in Baja California

Punta Colonet Multimodal Project in Baja California

Y= 3 427 000 N O R T E

M-1031 LOCALIZACION GENERAL Z=2.459 N O R T E V-1134 M-1034 E. U. A Z=3.697 Z=2.915 M-1033 Z=4.042 M-1030 Z=4.682

BAHÍA COLONET -1 -5 GOLFO Autoridades DE Portuarias SAN ANTONIO DEL MAR

VEINTISIETE DE ENERO EJIDO BENITO JUÁREZ O PUNTA CEAN COLONET O M-1056 PA

Y= 3 426 000 CI Z=64.232 FICO -5 BELICE

LIC. GUSTAVO V-1039 DÍAZ ORDAZ GUATEMALA CABO COLONET M-1041 Z=59.087 V-1222 BAHÍA COLONET Z=12.609 Z=72.716 PUNTA SAN TELMO RUBÉN JARAMILLO

AZO M-1055 M-1022 RG SA Z=12.163 Z=72.190 -5 M-1023 BN-933 Z=11.753 INEGI 2001407 Z=83.195 PUNTO DE HABILITACION Z=64.704 LOCALIZACION PARTICULAR ESTADOS UNIDOS MEXICANOS M-1042 DE PUERTO Z=82.677

5 Contened M-1046 630 Z=90.956 edores nten ores Co -5 -10

-10 Contenedores

Y= 3 425 000 347 Rompeolas con cubos 215 Dársena M-1018 CABO COLONET secundaria Contenedores Z=8.803 prof. -16 Rompeolas a base de cajón A A Contenedores -15 5

Co 15 Actividades Logísticas ntenedores Area = 117 Ha aprox. - 16

2 Contenedores s re do Conte

-20 ontene n C ed Contenedores o res

Y= 3 424 000 Contenedore Dársena 2600 secundaria Contenedores Canal secundario M-1016 Prof. -16 prof. -16 Z=7.497 s

Contenedore

Contenedores Contenedores 5

Contenedores s

edores -5 Conte -9

Conten 350.00 M-1012 Contenedores n ed Z=4.299 o res Y= 3 423 000

5 R500.00 -3 -5 27.54

-17 (15 BRAZAS) Dársena principal Con

2 prof. -18 tened 2

2 Area de agua CUATRO CASAS ores -4 2 M-1010

2 2

-18

2 Z=12.515 -14 701.3 Ha aprox.

-16 V-1111 5 -10 Z=8.061 -5 345 M-1011 450 Z=7.886 M-1008 -15 Z=11.386 PUNTA SAN TELMO

1750 750

-19 Y= 3 422 000

OCEANO PACIFICO 3000

Canal de acceso prof. -18

M-1005 Z=15.138

1450

-20

500.00 Y= 3 421 000 1000.00

Y= 3 420 000 27.54 15 BRAZAS E S C A L A 1 : 15,000

0 100 200 300 500 1000 Desarrollo de Puerto METROS en Bahía Colonet, B. C. Y= 3 419 000

X= 564 000 X= 565 000 X= 566 000 X= 567 000 X= 568 000 X= 569 000 X= 570 000 X= 571 000 X= 572 000 X= 573 000 X= 574 000

Market conditions and background.

Legal background and Tender overview.

Tender timeline.

Market setting and timing of the project

Growth of containerized cargo World trade dynamics will continue to enable the growth of Growth of containerizedcontainerized cargo. cargo. World trade  dynamics will continue  to promote the growth of containerized cargo in the Worldworld. trade dynamics will continue to enable the growth of containerized cargo.

World volume of container traffic Estimated contribution of volume per region, (OnlyWorld containers volume with ofcontainer cargo – Millions traffic of TEUs)1 Estimated2007 contribution of volume per region, (Only containers with cargo – Millions of TEUs)1 2007(Only containers with cargo – Millions of TEUs)1 (Only containers with cargo – Millions of TEUs)1 CAGR (1997 – 2007) : 9.0% CAGR (1997 – 2007) : 9.0%

257 240 220 207 133 133 181 159 137 142 123 113 108 55 55 35 3 15 16 35 18 Asia Europa USA and Mexico Latin Rest of the 16 Canada America world Asia Europe North Latin Americ Rest of the America world  Estimated trade volume of TEUs loaded ~ 29M in USA (2007) „ Estimated marketed volume of TEUs loaded ~ 29M in USA (2007)

Source: DrewrySource: Annual Drewry Container Annual Market Container Review, Market PIERS Review, Ten PIERS Year TeHorizon,n Year 2006, Horizon, 2005, 2006, Mercer 2005, AnMerceralysis. Analysis. Preliminary Prelimin 2007ary data. 29007 The data. contribution The contribution of volume of volume per region per regionwas calculated was calculated on the on basis the 3 of 2005 parametersbases of 2005 parameters. (1) Total USA volume includes traffic and handling (arrivals/departures) excluding cargo en route and empty containers. 3 (1) Total USANote: volume The includes volume contributiontraffic and handling was calculated (arrivals/departu on the basisres), of 20 without05 parameters including cargo en route. Empty containers are also excluded. Note: The volume contribution was calculated on the basis of 2005 parameters

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Source: Drewry Annual Container Market Review, PIERS Ten Year Horizon, 2006, 2005, Mercer Analysis. Preliminary 29007 data. The contribution of volume per region was calculated on the bases of 2005 param- eters. (1) Total USA volume includes traffic and handling (arrivals/departures) excluding cargo en route and empty containers. Note: The volume contribution was calculated on the basis of 2005 parameters Punta Colonet Multimodal Project

Key Asian markets Trade flows between Asia and North America originate predominantly in the north of the continent, especially in China.

Exports and imports of containerized cargo from the main   Asian  countries, 2005 TradeTrade flows flowsbetween between Asia and Asia North and AmericaNorth America originat originate predominantlye predominantly in the north in the of norththe of the continent,continent, especially(Only especially containers in China. in with China. cargo – Millions of TEUs)

ExportsExports and imports and imports of containerized of containerized cargo from cargo the from main the mainTotal volume Total of Asia- volume USA of Asia- USA Asian countries, 2005 trade: trade: Asian countries, 2005 17.8M TEUs (Only containers(Only containers with cargo with – Millionscargo – of Millions TEUs) of TEUs) 17.8M TEUs 10.3 10.3 10 10 North Asia South Asia Rest of North Asia South AsiaAsia Rest of Asia 8 8

6 Exports 6 Exports Imports Imports 4 4

2 1.7 2 1.7 1.1 1.1 1.0 1.1 1.1 1.0 0.6 0.5 0.5 0 0.6 0China Japón Hong Kong Taiwan South Korea Tailandia India Total share1 China Japón Hong Kong Taiwan South Korea Tailandia India Total share1 91% 91% % Asian Trade 58% 9% 6% 6% 6% 3% 2%

CAGR (2000-2006)% Asian Trade 21.3%58% -2.7%9% -0.11% 6% 0.9%6% 3.0% 6% 3.3% 3% 14.7% 2% CAGR (2000-2006) 21.3% -2.7% -0.11% 0.9% 3.0% 3.3% 14.7% Main imports  Furnitore  Apparel  Auto parts  Machinery  Apparel  Apparel  Apparel  Toys  Electronics  Electronics  Electronics  Electronics  Equipment  Furniture Main imports  Furnitore  Apparel  Auto parts  Machinery  Apparel  Apparel  Apparel  Toys  Electronics  Electronics  Electronics  Electronics  Equipment  Furniture

Sources: PIERs Global Container Report 2005, Mercer analysis. 4 (1) The main Asian partners create approximately 97% of the volume traded between Asia and USA, corresponding to 15.4M of TEUs of total activity. Sources: PIERs Global Container Report 2005, Mercer analysis. 4 (1) The main Asian partners create approximately 97% of the volume traded between Asia and USA, corresponding to 15.4M of TEUs of total activity.

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Sources: PIERs Global Container Report 2005, Mercer analysis. (1) The main Asian partners create approximately 97% of the volume traded between Asia and USA, corresponding to 15.4M of TEUs of total activity. Market setting and timing of the project

Asia-USA trade route Carriers overwhelmingly favor the trans-Pacific trade route between Asia and North America due to its shorter travel times and lower costs.

 Carriers overwhelminglyContainers favor flows the by route, trans-Pacific 2005 trade route between Asia and North (Only containers with cargo - in TEUs) America due to its shorter travel times and lower c.osts.

. Volumen total Asia – EEUU: 15.8M TEUs Importaciones: 11.5M TEUs Exportaciones: 4.3M TEUs  TotalVolu volumemen total AsiaAsia – – EEUU: USA: 15.8M 17.8M TE TEUsUs  Imports:Importac 13.1Miones: 11.5M TEUs TEUs Containers flows by route, 2005 Exports:Exportaciones: 4.7M TEUs4.3M TEUs (Only containersCarriers withCarriers cargo overwhelmingly Carriers- in TEUs) overwhelmingly overwhelmingly favor favor the favor trans-Pacificthe trans-Pacificthe trans-Pacific trad e trad route e trad route e between route between between Asia Asia and Asia and North andNorth North AmericaAmerica dueAmerica to due its todueshorter its to shorter its travel shorter travel times travel times and times andlower lowerand costs. lower costs. costs. Asia-USA trade route. Asia-USA trade route. Asia-USAOf the three trade main traderoute. routes between Asia and North America, carriers will continue to OfOfprefer the the three threethe trans-Pacific main main tradetrade ro rorouteutesutes betweensincebetween it presents Asia and competitive North America advantages,,, carrierscarriers will willespecially continuecontinue in to totravel prefer the trans-Pacific route since it presents competitive advantages,Total especiallyvolumeTotal volumeTotal Asia volume– Asiain USA: travel – USA: Asia17.8M –17.8M USA:TEUs TEUs 17.8M TEUs prefertimes andthe trans-Pacific costs. route since it presents competitive advantages,Imports: especially 13.1M TEUs in travel Containerstimes and Containersflowscosts. by route, flows 2005 by route, 2005 Imports:Imports: 13.1M TEUs 13.1M TEUs timesContainers and costs. flows by route, 2005 Exports:Exports: 4.7M Exports: TEUs4.7M TEUs 4.7M TEUs (Only containers(Only containers(Only with containers cargo with - cargo in with TEUs) -cargo in TEUs) - in TEUs) Total volume Asia - USA: 15.8M TEUs TotalImports: volume 11.5M Asia TEUs- USA: 15.8M TEUs Exchange of containers by route, 2005 TotalImports:Exports: volume 11.5M 4.3M Asia TEUs TEUs- USA: 15.8M TEUs Exchange(Only containers of containers with cargo - by in TEUs) route, 2005 Imports:Exports: 11.5M 4.3M TEUsTEUs (OnlyExchange containers of with containers cargo - in TEUs)by route, 2005 Exports: 4.3M TEUs (Only containers with cargo - in TEUs)

             Imports 9.8 M / Import: 2.5 M / Imports: 0.8 M Exports:3.4 M Exports: 1.3 M 9  The Suez Suez handles 6% of  The West coast handles  The Panama Canal handles imports from Asia 75% of imports from Asia 19% of imports from Asia  Average transit time:  Average transit time:  Average transit time: 21.1 days from China 12.3 days from China 21.6 days from China Asia to East Coast of AsiaAsia to Eastto East Coast  Coast of  of AsiaAsiaAsia to toa West Cost West   aCoast Coast  of of AsiaAsiaAsia  to a CostEast a Coast  of AsiaUSA toa Cost Eastvia  aSuez Coast Canal of  AsiaUSA  to West Coast of USA via Panama Canal USAUSA viavia SuezSuez CanalCanal  USAUSAOeste de EEUU USAUSAEste via de PanamaEEUU  ví aCanal Cana l  EsteImports: EEUU 0.7  ví aM Canal  de  Imports 8.6 M / Imports:Imports:  2.2 2.2 M / MExports: / Exports: 1.2 1.2M M Imports:Imports: 0.70.7 M M Imports: 0.8 M ImportsImportsImportsImportsImportaciones 9.8 M8.6 8.6 / 9.8M M / / M 8.6 / M / Import:Imports:de PanaImport: 2.52.2m MMá / /Exports: 2.5 M / 1.2 M SueImports:z Imports: 0.8 M 0.8 M Imports 9.8 M / Import: 2.5„ TheM / Panama Canal represents „ The Suez Canal represents AsiaExports:3.4 a CostExports:Exports:3.4Exaportac M ion 3.1es M M: 3.1 M Asia a Cost„Exports:„ TheThea PanamaPanamaExports: 1.3 MCanal 1.3 represents M Asia a Cost„„ TheaThe SuezSuez Canal Canal represents represents Exports:3.4 MExports:Exports: 3.1 3.1 M M Exports:Importaciones: 1.319% M of imports 2.2 Mfrom / Asia Importaciones:6% ofThe imports Suez0.7 TheM from Suez Suez Asia handles Suez handles 6% of 6% of Oeste de EEUU Este de EEUUExportaciones:19%19% ofvofí importsaimports Cana 1.2froml M Asia Este EEUU 6%6%vTheía ofof Canal importsSuezimports Suez dfrom frome AsiahandlesAsia 6% of „ TheLa Co Weststa O Coasteste r eprepresentsresenta   The Panama Canal handles El Canal importsde Suez imports fromrepresenta Asia from el Asia Importaciones The„ „ WestTheThe The8.6 West West coastM West / Coast Coast handles coast represents represents handles The„ Panama Canal handles imports„ Average from shipping Asia time:  The West coastel handles 75% de las de PanaThem Panama„„á Average Canal shipping handles time: Suez „„ AverageAverage shipping shipping time: time: Exportac75%ion 75%esof75%75%:75% imports3.1 of of ofMimports ofimports imports imports from from from from Asia fromAsia Asia Asia Asia AverageAverage19%El Canal of shipping19% importsde Panam of time: imports fromá Asia from Asia 6% de21.1 las days importaciones from China de 75% of importsimportaciones from Asia de Asia Importaciones:19% of21.621.6 importsrepresenta 2.221.6 daysdays M days/ fromfrom el from 19% China Asia China de las Importaciones:21.1Asi21.1 0.7a daysMdays Average from from China ChinaAverage transit time: transit time: „ Average shipping time: Exportaciones: 1.2 M  Average transit time: 5 „ „AverageAverage shipping shipping time: time:  importaciones de Asia 21.1 days21.1 from days China from China La CoAveragesta OestTiempoAveragee transit repre promediosen time:transitta d time:e AverageAverage transit time:transit time: El Canal de SuezTiempo21.1 representa days promedio from e lde China  Averageel 75% transit de 12.3la12.3s12.312.3 time: days days days days from from from fromChina China China China El CanalAverage de Panam21.6 transit daysá 21.6 time: from days China from China 6% de las importaciones de 12.3 daysembarque from: China 21.6 daysTiempo from promedio China de embarque: 12.3 importacionesdays from12 China de.3 Asidíasa de China representa elembarque 19% de la:s Asia 21.1 días desde China importaciones de Asia Tiempo promedio de 21.6 días desde China Tiempo promedio de embarque: Tiempo promedio de embarque: 12.3 días de China embarque: 21.1 días desde China 21.6 días desde China

5 5 5 5 5 5 Punta Colonet Multimodal Project

Estimated capacity of on the West Coast of the Punta Colonet will leverage the inability of the West Coast ports of the United States to deal with the growing traffic bet- ween Asia and the United States.

 Punta Colonet will leverage the inability of the West Coast ports of the United States to deal with the growing traffic betweenForecast Asia of andAsia the – WestUnited Coast States. trade vs. Projection of con- tainer handling capacity in West Coast ports, 2006-2010 Forecast of Asia – WestAverage Coast annual trade growth vs. Projection rate of container handling capacity in West Coast ports, 2006-2010 Average annual growth rate

Growth scenarios 7.1% Capacity Market 6.3% Portland, Oakland, Long Beach, Seattle, SF, L.A., San Tacoma, Richmond Diego Vancouver, Prince 3.9% Rupert 3.2%

1.7% 1.8%

0.4%

Pacific Northern Southern Average Pessimistic Base Optimistic Coast of California California Canada and USA

Challenges to solve problems of saturation in ports and railroads

 During 2006-2010, capacity on the West coast will grow at one fourth of the growth rate for trade in transpacific containers.

 The urban location of the main West coast ports limits most expansion projects.  Strict environmental regulations in theChallenges United States to limit solve the developmentproblems of of saturationnew ports and in railroad ports lines. and railroads  Growth is limited to greater efficiency / productivity in ship operation, yard / terminal administration and transfer of intermodal traffic. • During 2006-2010, port capacity on the West coast will grow at one fourth of the growth rate for trade in transpacific containers.

Source: Drewry Asia-ECNA vía Suez, 2006, Mercer analysis. 8 West Coast ports anticipate greater traffic demand and• The an increase urban locationin capacity beforeof the 2020, main but West not for coastthe period ports 2004 limits - 2010. most Note: Capacityexpansion based projects. on transfers of excess intra-regional traffic from Southern California to other West Coast ports and a maximum utilization of 90%. 10 • Strict environmental regulations in the United States limit the development of new ports and railroad lines.

• Growth is limited to greater efficiency / productivity in ship operation, yard / terminal administration and transfer of intermodal traffic.

Source: Drewry Asia-ECNA vía Suez, 2006, Mercer analysis. West Coast ports anticipate greater traffic demand and an increase in capacity before 2020, but not for the period 2004 - 2010. Note: Capacity based on transfers of excess intra-regional traffic from Southern California to other West Coast ports and a maximum utilization of 90%. Market setting and timing of the project

Punta Colonet: Capacity for Handling Containers The port of Punta Colonet may handle a capacity almost do- uble to the containerized cargo currently handled in Mexico. The port of Punta Colonet may handle a capacity almost double to the containerized cargo currently handled in Mexico.

Capacity for Containerized Cargo in Mexico 1Capacity for Containerized Cargo in Mexico (Millions of TEUs) (Millions of TEUs)1

14 6.0 13.0

12

10

8 2.6 11 6 Installed 4.4 4 Handled 2.8

2

0 Capacity of Manzanillo, Additional Capacity to be Estimated Capacity of Total Capacity Lazaro Cardenas, built in such ports 2007- Punta Colonet by 2022 Altamira y Veracruz in 2012 2007

9 Port Comparison The surface employed in both national and international ports at the worldwide scale covers only a fourth of that which the Punta Colonet Port would cover. Water – Land Surface of Ports Punta Colonet Multimodal Project (in Has)

Port of Los Ángeles Terminal Surface Terminal Surface Pier 100 30.3 Pier C 28.3 Pier 121-131 75.2 Pier A 68.8 Pier 135-139 69.9 Pier J 103.6 Port Comparison Pier 206-209 34.8 Pier F 41.3 Pier 212-225 74.8 Pier G 99.6 Punta Colonet will have a much greater surface area than the ones of the main Port Comparison Pier 226-236 82.9 Pier T 155.8 ports of Mexico and USA. The surface employed inPort both national Comparison and international ports at the worldwide scale covers only Pier 302-305 118.1 Pier E 38.4 The surface employaed fourth in bo ofth thatnational which and the in Puternantat ionalColone port Ptsort at wouldthe worldwide cover. scale covers only Pier 401-406 195.7 Total 535.8 a fourth of that which the Punta Colonet Port would cover. Total 681.6 Water – Land Surface of Ports Wat(in Hears )– Land Surface of Ports (in Has) Los Ángeles Port Long Beach Port Terminal Surface Port of Manzanillo Los Ángeles Port TLongermin alBeach PortSurface Maritime-Terrestrial Surface of Port Enclosures: TePirmier n10al0 Su30.rfac3e PierTermi C nal Su28.rfac3 e Punta Colonet PiPieerr 10121-130 1 75.30.23 Pier A 68.8 Surfaces (in Hectares) Pier C 28.3 PiPieerr 121-13135-1319 69.75.92 PierPier JA 10368..68 Zones Decreed Developed Zones Decreed PiPieerr 135-13206-209 34.69.89 PierPier FJ 41.1033.6 Land 234.0 117.8 PiPieerr 206-20212-2295 74.34.8 PierPier GF 99.41.63 Land 83.2 PiPieerr 212-22226-2356 82.74.98 PierPier TG 155.8 Water 203.4 148.3 99.6 PiPieerr 226-23302-3065 118.82.91 PierPier ET 38.1554.8 Total 437.4 266.1 Water 2,686.6 PiPieerr 302-30401-4056 195.118.71 TotalPier E 53538..84 TotalPier 401-406 681.195.67 Total 535.8 Total 2,769.7 Total 681.6 Port of Veracruz Manzanillo Port Manzanillo Port Punta Colonet Surfaces Punta Colonet Surfaces Zones Decreed SurfacesDevelo ped Zones Decreed ZonLaneds Decreed 234.0Developed117.8 Zones Decreed Zones Decreed Developed Land 83.2 LanWadter 234.203.04 117148..83 Land 83.2 Land 367.8 367.8 WaTotalter 203437..44 148266..31 Water 2,686.6 Total 437.4 266.1 Water 201.7 201.5 TotalWater 22,769,686.7.6 Total 569.5 569.3 Veracruz Port Total 2,769.7 Veracruz Port Surfaces Zones Decreed SurfaceDevseloped ZonLaneds Decreed367.8 Developed367.8 Port PortComparison Comparison LanWadter 367201..87 367201..85 The surface emploThe suryedfa ince bo emploth naytedional in boandth innaternationaltional and inporternats attionalthe worldwideports at the scale worldwide coversWaTotalter scale only 201 covers569..75 only 201569..53 a fourth of thata whichfourth ofthe that Pu ntawhich Colone the Put Pntaort Colone would tcover.Port would cover.Total 569.5 569.3 Water – Land SurfaWatecre –ofL aPortsnd Surface of Ports (in Has) (in Has)

Los Ángeles PortLos Ángeles Port Long Beach PortLong Beach Port Terminal 12 TerminalSurface Surface Terminal TSuermirfacnale Surface Pier 100 Pier 100 30.3 30.3 Pier C Pier28. C3 28.3 Pier 121-131 Pier 121-1375.1 2 75.2 Pier A Pier68. A8 68.8 Pier 135-139 Pier 135-1369.9 9 69.9 Pier J Pier103 J.6 103.6 Pier 206-209 Pier 206-2034.9 8 34.8 Pier F Pier41. F3 41.3 Pier 212-225 Pier 212-2274.5 8 74.8 Pier G Pier99. G6 99.6 Pier 226-236 Pier 226-2382.6 9 82.9 Pier T Pier155 T.8 155.8 Pier 302-305 Pier 302-30118.5 1 118.1 Pier E Pier38. E4 38.4 Pier 401-406 Pier 401-40195.6 7 195.7 Total Total535.8 535.8 Total Total 681.6 681.6

Manzanillo PortManzanillo Port Punta ColonePuntat Colonet Surfaces Surfaces Zones Decreed ZonDeesveloDecreepedd Developed Zones DecreeZondes Decreed Land 234.Lan0 d 117234..8 0 117.8 Land Land 83.2 83.2 Water 203Wa.4 ter 148203.3.4 148.3 Total 437.4 266.1 Total 437.4 266.1 Water Water2,686.6 2,686.6

Total Total2,769.7 2,769.7 Veracruz Port Veracruz Port

Surfaces Surfaces Zones Decreed Developed Zones Decreed Developed Land 367.8 367.8 Land 367.8 367.8 Water 201.7 201.5 Water 201.7 201.5 Total 569.5 569.3 Total 569.5 569.3 Market setting and timing of the project

Preliminary estimated investment and profitability At year 20 of operations, the traffic generated could reach 6 million TEUs which would imply a total investment of aproximatedly 5 billion dollars.

Preliminary Estimates

Estimated investment for a 6 million TEUs capacity (Million dollars)

6,000

5,000 185 229 428 4,000 334 Rail road 869 (Total investment 3,000 1,827 million dollars)

1,079 4,967 2,000 Container Terminal (Total Investmente 3,140 million dollars) 1,000 1,843

0

Infrastucture Equipment Other 1 Land Total

13

Note: (1) Includes studies and contingency studies. Does not include the cost of land required for theportu- ary development nor the costs associated with the urban development.. Source: CANAC Estimates, Seaport and Olyver Wyman Analysis based on the best international practices in portuary and railroad aspects. Punta Colonet Multimodal Project

Benefits of Punta Colonet Project The construction and operation of the project will generate a series of additional benefits to physical investment, mainly for employment and economic assessment. Benefits of Punta Colonet Project The construction and operation of the project will generate a series of additional benefits to physical investment, mainly for employment and economic assessment.

Benefits of Punta ColonetConstruction Project Phase Operation Phase The construction and operation of the project will generate a series of additional benefits to physical investment, mainly for employment and economic assessment. • 24, 000 jobs during the • 59, 000 jobs mil created by the Jobs construction of the railway, port railway and port activity and urban infrastructure

• ApproximatelyConstruction 125 millions Phase of • ApproximatelyOperation Phase 390 millions of Wages annual dollars annual dollars • 24, 000 jobs during the • 59, 000 jobs mil created by the Jobs construction of the railway, port and urban infrastructure railway and port activity Additional Benefits • Approximately 125 millions of • Approximately 390 millions of Wages annual dollars annual dollars • Development of port and railway infrastructure that will allow competitiveness in the growing market of containerized freight traffic. Additional Benefits • An impulse to the urban and industrial development in an area of the state of Baja California

• The• Development promotion of of the port development and railway infrastructure of regions that and will of all nourishiow competitivenessng complementary in the growing economic market activities, derivedof containerized from the port freight and traffic. railway activity, as well as from the population settlement. • Implementation• An impulse to of the technology urban and industrial and infrastructure development for in an the ar mulea oftimodal the state activity of Baja of California the project, and development of world class qualified human resources. • The promotion of the development of regions and of nourishing complementary economic activities, • Lesseningderived offrom the the border port and congestion railway activity, and levelingas well as of from the th regionale population and settlement. interstate economic activity. • Implementation of technology and infrastructure for the multimodal activity of the project, and development of world class qualified human resources. 14 • Lessening of the border congestion and leveling of the regional and interstate economic activity.

Note: Preliminar estimation of employment generated during the phases of construction and the stable condition of operation under conservative suppositions. It does not 11 take into account the effect of expanding a railway route to cross other sates different to Baja California, which could have a greater impact on the job creation.

Note: Preliminar estimation of employment generated during the phases of construction and the stable condition of operation under conservative suppositions. It does not 11 take into account the effect of expanding a railway route to cross other sates different to Baja California, which could have a greater impact on the job creation.

Note: Preliminar estimation of employment generated during the phases of construction and the stable condition of operation under conservative suppositions. It does not take into account the effect of expand- ing a railway route to cross other sates different to Baja California, which could have a greater impact on the job creation. Market conditions and background.

Legal background and Tender Overview.

Tender timeline. Punta Colonet Multimodal Project

Legal Background The Port Compound Declaration specifies the location where the container terminal and port infrastructure will be built.

The government is duly empowered to carry out the tender process for Punta Colonet Project.

Port Compound Declaration. Published by SCT and SEMARNAT in the Official Gazette of the Federation on December 18, 2006.

Objectives:

• To define geographical boundaries for the Bahia Colonet Port Compound in Ensena- da, Baja California, on the Mexican Pacific Coast according to official maps.

• The total area of the port compound is 2,769 Has, comprising 83 Has of Federal lands and 2,686 Has of territorial ocean water.

• To Incorporate the Federal water and land areas allocated for port services into the Port Compound under SCT jurisdiction. 16 • The Port Compound is subject to the provisions of the Mexican Ports Law, and its administration and operation will be the responsibility of SCT, until the port authority concession is granted to a Mexican corporation.

• The uses, purposes and means of operation of the different zones of the Port Com- pound will be subject to the corresponding Port Development Master Program.

• The constructions and installations carried out by private parties, adhering to prop- erties under public domain are allocated to the port compound and will become the property of the Nation when the term of the respective concession title expires. Legal background and design of the Tender

Legal Background The Directives for urban development establish the guidelines to ensure orderly development of the urban center that will su- pport the growth of the Punta Colonet Project.

Directives for Urban Development of Punta Colonet.- Issued by the State Government, published in the Official Gazette of the State in June 2007.

Objectives:

• Urban-regional planning to enable the development of the Punta Colonet Project, taking into account environmental considerations.

• Provide for orderly land use within the Punta Colonet zone.

• Anticipate the impact on the environment by identifying and conserving areas of natural value, aquifer recharge and high agricultural productivity.

• Provide legal certainty for the project.

General Urban Development Directives

Symbols REGIONAL INFRASTRUCTURE ROAD STRUCTURE Path Bypass Commercial port Primary Regional Secondary Airport PROPOSED USES FOR 2ND PHASE

Agricultural / Livestock Canals Railroad Station Commerce Conservation Equipment GNL Storage, Desalinizer, Residential Industry 17 Industry & Storage Electrical Power Infrastructure Port Infrastructure Mixed Railroad Track Ecological Park Reserve Roadway Node at Level

Residential Surface Type per Use Central Sector Equipment Services Industry Mixed Industry/Storage

Mixed Commercial/Storage Infrastructure Port infrastructure Recreational Agriculture & Livestock Conservation Punta Colonet Multimodal Project

Tender overview The project will grant concessions for a private Port Authority, a Container Terminal, a Railway and a Radio-Electric Frequency Band.

Bidders • Companies: Worldwide port and railway operators that submit a bid for the concessions of: Port Authority, Container Terminal, Railway and Radio-Electric Frequency Band. The companies may also include other investors (financial), both national and foreign.

Port and Terminal • The Tender includes two concesions for a private Port Authority and a Con- tainer Terminal. Bidders will be allowed to determine the business model, the investments needing for each concession, the prices, tarifs and port services, as they could opt to renounce the adjudication of the Port Authority Concession. If the bidder decides to maintain the Port Authority concession, the bidder will have to renounce the adjudication of the Container Terminal, and execute a contract of partial rights transfer with the Port Authority for the construction and operation of the container terminal. • The Terminal has no foreign investment restriction. However, the Porth Autho- rity does have a restriction limiting control to 49%. • There will be a period of exclusivity to operate the Container Terminal to allow recovery of the investment. The Port Authority is required to conduct a bidding process for the construction and operation by third parties of other port ter- minals. • The goal of the Port Authority is for the concession holder to develop the port for the benefit of the project and the economy of the region.

•The government establishes the option to build the Bahía Colonet – Santa Tere- Railway sa Route, in addition to building another Route to the border. Border crossings will be negotiated by Mexican and USA authorities, along with the winning 18 bidder. • Foreign investment in the railway is limited to 49%, though there is an option to increase said participation through the approval of the National Commission on Foreign Investment. • La licitación incluye la concesión de la Banda de Frecuencia Radioeléctrica para la operación del Ferrocarril. Legal background and design of the Tender

Tender overview The Project is structured to achieve a competitive, sustainable ope- ration in the shortest possible time.

Term of • Term of 45 years for the Port Authority, Container Terminal and Railroad (in- Concessions cluding construction) and 20 years for the Radio concession, with the possibil- ity of their respective extensions, according to the applicable laws.

Bidding • The Request for Proposal and related documents establish the general criteria, Conditions requirements and technical specifications which the concession-holder must meet for the development of the project (including security and customs speci- fications). Decisions regarding the business model, technical design of the port authority, terminal and railroad layout will be up to the bidders. This will en- sure the best technical and economic proposals in terms of the bidders’ ability, knowledge and experience.

Rate • The rates will not be subject to regulation to give concession-holders the flex- Regulation ibility to develop their business model, react to market changes and ensure the project’s international competitiveness. In the case of the port authority and for terminals other than containers, the Concession Title will establish the cor- responding terms and conditions.

Social • Social Witness, assigned by the Ministry of Public Administration, will partici- Witness pate in the entire bidding process until a final decision is rendered.

19 Punta Colonet Multimodal Project

Tender overview The Concession-holder will commit to undertake the necessary infrastructure works and to ensure a minimum initial capacity of container volume.

Obligations of • Build the Container Terminal and undertake the infrastructure works for the port Concession-holders and railroad, in accordance with their Proposal.

• Build the port infrastructure works in accordance with their Proposal (whether it is the concession-holder of the Port Authority or the Terminal).

• Comply with an initial minimum capacity for the port and railroad infrastruc- ture.

Federal • Negotiate with the US government the required Presidential Permit for Border Government Crossings, as well as those pertaining customs inspection. Commitments 20 • Take the necessary steps to obtain the release of right of way for the railway, ac- cording to the route proposed by the concession-holder. The concession-holder will cover all the costs of release of right of way, in accordance with the Regula- tory Law of the Railroad Service.

• Implement a communication strategy in Mexico and abroad to keep those inter- ested in the project and public opinion at large informed. Legal background and design of the Tender

Design of the Tender The Concession-holder would contribute resources to the ur- ban development and would pay a consideration per TEU based on the volume of operations that turns out to be the greater one, either the real volume or the one committed to.

Urban • The concession-holder will contribute a particular amount of resources for the Development urban development of the zone.

• An administration trust fund for the urban development of the Punta Colonet population center will be created with these resources and those contributed by the local governments. The concession-holder will have voting rights within the technical committee of this trust fund.

• Planning and other actions regarding urban development will be the respon- sibility of the federal, state and municipal governments within their realm of competence.

Assessment • Qualification of the consortia that will be allowed to participate will be based on: process experience, technical ability, financial resources, and presentation of guarantees. (UNCLEAR!)

• Proposals will be subject to a detailed technical and economic assessment to determine their viability and coherence.

• Proposals that pass the technical and economic assessment will then be subject to an analysis based on “adjudication variable.”

• The adjudication variable that will determine the winner of the bidding. Its goal 21 is to identify the proposal that ensures the largest container volume of contain- ers in the least time.

• The fixed fee per TEU that the Concession-holder will have to pay will allow Consideration competitive rates vis a vis other international ports.

The total fee that the concession-holder will pay the Government will be based on the highest of the real operating volume and the volume committed in their proposal. Punta Colonet Multimodal Project

Land Tenure – Release of Right of Way The lands that surround Bahía de Colonet are predominantly ejido lands, as well as private lands, government owned lands and ejido colonies.

22

URBAN DEVELOPMENT PROGRAM FOR THE POPULATION CENTER OF PUNTA COLONET, BAJA CALIFORNIA, MEXICO.

EJIDO TENURE – APTITUDE IN AREA STUDY Legal background and design of the Tender

Urban Development The program for urban development to set the boundaries for the urban zones and establish throughways to ensure the orderly development of the urban center.

Program for the Urban Development of the Population Center of Punta Colonet.- Under development by SEDESOL together with the Municipality of Ensenada and the GEBC.

Objectives:

• To determine the basis for the orderly growth of the future population cen- ter and avoid the chaotic develop- ment of the urban center.

• To establish land use for the zone, reserving land surfaces necessary to the Port Development Zone and the railway yards for the Punta Colonet Railway Project.

• To identify the necessary urban ser- vices (water, sewage, pavement, electrical power) and infrastructure (housing, health services, education services).

• To plan growth and socio-economic integration (job offerings).

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URBAN DEVELOPMENT PROGRAM FOR THE POPULATION CENTER OF PUNTA COLONET, BAJA CALIFORNIA, MEXICO. PROPOSAL FOR USE Punta Colonet Multimodal Project

Border Crossings The bidders will have the flexibility to choose up to two border crossings from a range of options.

Distance from Puerto Distance from Puerto Colonet to Santa Teresa Colonet To Yuma is is 965 kilometers 250 kilometers

Bahía de Colonet

Existing Possible

1. Assigned to the GEBC. 4. Yuma Area. Used for freight traffic and assigned to passenger transport. 5. Santa Teresa The routes are not in condition for the projected traffic for Colonet. The GEBC contracted a third party for technical and operative support as well as maintenance and conser- vation. Has released right of way.

2. . Route under concession to Fer- romex. Right of way can be used. This route crosses the city of Mexi- cali.

24 3. Nogales. Route under concession to Fer- romex. Right of way can be used. This route crosses the city of Nogales.

Legal background and design of the Tender

Federal and State Highway Program The Under The Under-Secretariat for Infrastructure is analyzing highway infrastructure needs to connect the Multimodal Project to Punta Colonet, in keeping with growth.

Other works included in the NIP (National Infrastructure Program) 25 Federal works underway State works under evaluation State works to be expanded

Works that can utilize the railway right of way

Market conditions and background.

Legal background and Tender Overview.

Tender timeline. Punta Colonet Multimodal Project

Timeline for the Tender Estimates indicate that the project may begin operations 3  years Theafter project the Award could ofstart the operating Tender is 3 announced.year after the ruling announcement.

  

Submission and Before Proposal Pre-Qualification Qualification Proposal Announcement Preparation Evaluation • COFECO Approval • Tender dossier • Consortia qualification • Technical and • Delivery/reception of • Bid documents. acquisition. allowed to present a Economical Proposals. technical and economic  Tender notification. • Individual proposal (Bidders). • Participant consortia proposals.  Tender dossier. participant analysis. • Technical and economic  Technical Appendix qualification • Consultation and evaluation.  Financial Appendix according to bid clarification phases. • Ruling and award. Concession Title  requirements. • Information room • Signature and concession Projects.

Main activities Main opening. title granting. • Site visit.

Dates October and December ‘08 July – August ‘09 November ‘08 Jan ’09 - June’09

Executive Project and Financial Close Construction  Detail Studies  • Border Crossing and Customs • Border crossing and customs • Project Construction a  negotiations authorization grant. •Terminal • Detail Studies. • Financial close of the project • Railroad • Terminal, railroad, basic urban (credit contract and • Port Authority

Main activities Main development project elaboration. contributions). • Urban development • Right of way liberation.

Dates ~ September ‘09 – August ‘10 ~ August ‘12

24

28 Tender timeline

Stages of the Project: Pre-qualification and qualification The tender of the project is open to participants who integrate operative consortia that guarantee a world class development and operation of the multimodal corridor.

Stages of the Project: Pre-qualification and qualification The tender of the project is open to participants who integrate operative consortia that guarantee a world class development and operation of the multimodal corridor.

Supervision of Social Witness

Submittal and  Pre Making of Financial  Project Qualification evaluation of Construction Operation qualification proposals Close  Stages proposals 

Summoning Ruling

Pre-qualification Qualification

 Interested – Any natural or moral person who obtains the record of the  Consortium – Group of interested parties integrated in one SCT that gives him/her credit as an investor, railroad operator or port group. operator, in the terms pointed out by the form for record as an interested party. 29  Investor – Any natural or moral person who fulfils with the requirements Participants established in the form for record as interested party.  Railroad Operator – Any natural or moral person who fulfils with the requirements established in the form for record as interested party.  Port Operator– Any natural or moral person who fulfils with the requirements established in the form for record as interested  Participant – The interested to whom the SCT sends the corresponding notification, once he/she constitutes the Surety of Participation established by the Contest Bases.

 Explanatory meetings Rights  Explanatory meetings  Subsequent packages  Formal visits to site  Formal visits to site of Contest Documents

Documents /  Record as Interested  SCT approval of Consortia Agreement. Witness

Sureties  Of participation by 25 million pesos

25 Punta Colonet Multimodal Project

Stages of the project: Making, submittal and evaluation of proposals The evaluation of the proposals will be carried out under trans- parent and equitable technical, financial, and legal criteria for all contestants.

Supervision of 2 Social Witnesses

Submittal and Pre Making of Financial Executive Project Project Qualification evaluation of and Detailed Construction Operation qualification proposals close stages: proposals Studies

Summoning Ruling

Making of proposals Submittal and evaluation of proposals

Contestant – The Group to which the SCT sends the Winning Contestant – The Contestant whose proposal is corresponding notification, once it constitutes the Contestant’s ruled a winner of the Contest by the SCT, in terms of the Contestants Surety established on the Contest Bases, which will have to be Contest Bases and the Applicable Laws, and that by this replaced by the Seriousness Surety when submitting its proposal. fact acquires the rights and obligations inherent.

Explanatory meetings Formal visits to the site Rights Subsequent and definitive packages of Contest Documents 30 Submit proposal

Documents / Witness of Contestant Witnesses

Sureties Of contestant by 200 million pesos Of seriousness by 2 000 million pesos Tender timeline

Authorities Involved in the Project

31 End of english version