STANLIB Infrastructure Franchise

Brochure

01Our belief Our franchise model

02Overview The team Investment philosophy

03Investment process and portfolio construction Investment risk management

04Broader risk management Environmental, social and governance factors

05Capabilities Products for institutions Contact details

06Appendices

Team profiles

STANLIBFocused Investing

1

Our beliefThere is no ‘one size fits all’ investment solution for clients. Diverse clients need diverse investment outcomes. We therefore look at investments through many lenses and from many angles to give us an in-depth understanding of an ever changing investment landscape. Our investment model thus houses multiple focused units with unique philosophies, which cater for diverse client needs.

Our franchise modelThe STANLIB investment team consists of franchises made up of specialist teams of investment professionals. They manage clients’ assets in their area of expertise, namely: fixed interest, property, equities, multi-asset allocation, multi-management and alternatives.

These specialist investment teams handle market changes with agility and speed, as they are supported by dedicated research, trade, implementation, risk management and compliance teams.

Our multi-specialist franchise model truly reflects the complex investment world we operate in and echoes our desire to deliver tailored solutions for diverse clients. The result is a broad investment offering designed to deliver our investment promise to clients.

STANLIB is a leading asset management company in Africa, with assets under management and administration of R560 billion* (USD46 billion) for over 437 000 retail and institutional clients across the African continent. We have a physical presence in ten African countries and are able to leverage from a wider Standard Bank Group Africa footprint.

STANLIB – Focused Investing

The power of focus and the strength of diversity

STANLIB - built to meet the ever-evolving needs of our clients

*As at 30 June 2015

2

OverviewThe STANLIB Infrastructure Team is focused on creating a platform that will enable a wide range of investors to gain access to investment opportunities in African infrastructure, a market traditionally limited to a group of specialist investors and financial institutions. This initiative has evolved through collaboration between STANLIB and Standard Bank. Standard Bank has long recognised the infrastructure investment opportunity as one of its core African strategies. It established and incubated a highly successful infrastructure equity offering and team. The natural progression of this business opportunity, given the limitations of banking regulations and capital constraints, was to evolve into a standalone asset management offering. STANLIB acquired the Standard Bank Infrastructure Equity Team, its assets and deal pipeline and is now in a position to offer institutional clients investment opportunities in this exciting asset class.

The team

Greg BabayaHead of InfrastructureBCom, BCompt(Hons), MBA

Andy LouwInfrastructure Investments PrincipleBCom, Diploma of Accountancy, CA(SA), CGA

Marisa BesterInvestment AnalystBAcc, BCom(Hons)

Moyahabo MpanzaInvestment AnalystBAcc, CA(SA)

Rentse TemboInvestment AnalystBCom(Hons)

3

Investment philosophyWhile most infrastructure funds invest in both early- and late-stage assets, we do not mingle assets in different phases of the life-cycle.That is, we manage private equity-like projects and yield assets in separate funds. Our first infrastructure fund targets assets in the private equity stage of the lifecycle, in order to provide investors with the maximum return profile possible.

As assets mature, they are sold to the market or the second fund that will manage yield assets (on an arms-length basis). In this way we are able to offer investors both the risk and return profiles that infrastructure as an asset class provides.

Investment process and portfolio constructionAs STANLIB’s first infrastructure offering, the Fund specialises in taking stakes in early stages of the project life-cycle. The Fund seeks projects that offer the risks associated with construction, development and the initiation of operations, with the accompanying return profile. The Fund also plans for the appropriate exit strategy once the project matures and an equity-like pay-off profile has been exhausted.

Our key criteria when assessing investment opportunities include:

Љ The project should have a strategic competitive advantage in an industry that has high barriers to entry. This should allow the project to hold a dominant position in its particular market

Љ The project should have stable and predictable cash-flows to minimise risk and allow for transparent valuations Љ The project should have an experienced management team. We also consider our partners in each transaction very

carefully Љ The project should also have long-term off-take agreements to minimise risk and optimise capital Љ Any expansion or consolidation opportunities must be identified and evaluated

2 Investment analysis and due diligence

3 Financial structuring, corporate governance and commercial negotiation

4 Investment recommendation and approval

5 Deal documentation preparation and execution, conditions precendent management

6 Performance monitoring, commercial management and corporate governance

7 Ongoing financial management and optimisation

8 Continual assessment of upside potential

9 Exit strategy execution

1 Sourcing of new investment opportunities

INVESTMENT CYCLE

4

Investment risk managementThe approach to investment risk at STANLIB is proactive, which means being prepared for unlikely events and learning from market crises. This applies to both market and non-market risks such as counterparty, operational, leverage and liquidity. Risk is the responsibility of the portfolio manager and is integrated into the investment team’s decision-making process. Each franchise is responsible for the monitoring and measuring of investment risks and the implementation of internal risk controls consistent with their risk appetite, investment philosophy and process. The oversight for investment risk is the responsibility of the Portfolio Analytics, Risk and Implementation Team and for operational risk, the responsibility of the STANLIB Compliance Team. These oversight functions ensure independence, clear accountability and enable portfolio managers to improve their investment process. The risk management framework is aligned with the investment objectives and investment horizon, and tackles multiple aspects of risk, as opposed to being limited to a single measure such as tracking error. Furthermore, an effective, integrated risk framework measures, monitors and manages exposures to economic and fundamental drivers of risk and return across asset classes in order to avoid the overexposure to any one risk factor.

Portfolio Analytics, Risk and Implementation

The Portfolio Analytics, Risk and Implementation Team (PARI) at STANLIB provides an oversight function via a consistent and unbiased process for evaluating investment risks for each franchise. The objective of the PARI Team is to verify that the portfolio managers are investing in line with their investment philosophy and within risk limits. The Team monitors and manages the following investments risks:

Љ Credit; Љ Liquidity; Љ Derivatives; Љ Market concentration; and Љ Investment risk.

The objective is to quantify, decompose, evaluate and communicate both benchmark and peer-relative risk and return. In order to achieve these objectives, the PARI Team:

Љ Makes all investment risks transparent to the franchises; Љ Identifies and communicate to senior management all

risks that may lead to extreme performance; and Љ Identifies each franchise’s strengths and weaknesses via

detailed performance and attribution analysis.

This function complements the STANLIB’s Compliance function, which is responsible for ensuring that the Franchises are operating within client-specified guidelines and regulatory limits.

There are three components to STANLIB’s risk management framework:

Љ Risk measurement: the team does not only consider aggregate portfolio risk such as volatility or tracking error, which rely on individual volatilities and correlations of asset classes and managers. Volatility, tracking error and correlations capture the overall risk of the portfolio but do not distinguish between the sources of risk, which may include market risk, sector risk, credit risk and interest rate risk etc.

Љ Risk monitoring: enables the team to monitor changes in the sources of risk on a regular and timely basis. Portfolio decomposition plays an important role in stress testing. The sources of risk are stressed by the team to assess the impact on the portfolio. Risk is managed for normal times but the team are cognisant of and aim to be prepared for extreme events

Љ Risk-adjusted investment management: this function aligns the investment decision-making process with the risk management. It suggests ways in which portfolio managers can adjust their portfolios in response to expected changes in risk

These three components of the robust risk management framework are essential. Risk measurement means having the right tools to measure risk accurately. Risk monitoring means observing the risk measures on a regular and timely basis. Risk-adjusted investment management means using the information from the measurement and monitoring of risks in order to ensure that the portfolio management process is aligned with expectations of risk and risk tolerance. Moreover, each component is interdependent and should be aligned with our clients’ investment objectives. This interconnectedness is essential for a robust risk management framework at STANLIB and for the investment process to be fully aligned and integrated.

Broader risk managementCompliance and investment risk management are the cornerstones of our business. To this end, we have robust risk management, compliance and governance structures. Our highly experienced Middle Office consists of Compliance, Legal, and Risk Management, which provide systems and processes to ensure that mandate compliance is monitored.

5

In addition to the portfolio monitoring tools mentioned above, we use the STATPRO system to measure our performance relative to benchmarks and indices, where appropriate. STATPRO is also used for performance attribution. Risk management is effected through appropriate diversification across sectors and counters and ensuring that investment sizes are within limits.

We have made provision for IT and business recovery facilities including office space. Our robust systems are designed to ensure that our organisation operates efficiently at all times. Insurance policies for professional indemnity as well as directors’ and officers’ liability are in place, through Standard Bank Insurance Brokers (Pty) Ltd.

Environmental, social and governance factorsSTANLIB is committed to and is a signatory of the United Nations Principles for Responsible Investing (UNPRI). In addition, we manage assets in accordance with the Code for Responsible Investing in South Africa (CRISA).

The work done with respect to the full implementation of these principles includes, but is not limited to, continuous monitoring of corporate governance and reputation risk, assessment of health and safety as well as environmental practices and shareholder activism.

CapabilitiesThe Infrastructure Franchise houses the STANLIB Infrastructure Private Equity Proposition which is mandated to invest in Sub-Saharan Africa infrastructure and renewable energy projects with a bias towards South Africa.

Products for institutions STANLIB Infrastructure Private Equity Fund 1

Contact detailsShould you have any questions about the content of this document, or if you would like to meet the portfolio manager to discuss his management style in greater depth please contact us:

Jerry MnisiHead of Institutional Distribution

+27 (0)11 448 5197 jerry.mnisi@stanlib.com

Brendan HowieSenior Client Fund Manager

+27 (0)11 448 6585 brendan.howie@stanlib.com

Gareth ConnellanSenior Client Fund Manager

+27 (0)11 448 6294 gareth.connellan@stanlib.com

Letshego RankinSenior Client Fund Manager

+27 (0)11 448 6902 letshego.rankin@stanlib.com

Len JordaanClient Fund Manager

+27 (0)11 448 5143 len.jordaan@stanlib.com

Bongiwe KhumaloClient Fund Manager

+27 (0)11 448 6590 bongiwe.khumalo@stanlib.com

Cindy InacioClient Fund Manager

+27 (0)11 448 6035 cindy.inacio@stanlib.com

Erdmuth MoremiClient Fund Manager

+27 (0)11 448 6158 erdmuth.moremi@stanlib.com

6

AppendixTeam profiles

Greg Babaya - BCom, BCompt(Hons), MBA

Head of Infrastructure Investments

Industry experience – 18 years

Greg has more than 18 years’ experience in energy financing, project finance and infrastructure investing in Africa, North America and Latin America He spent 12 years at Standard Bank, nine years in the Project Finance business as head of Power and Infrastructure, and spent the last three years as Head of Infrastructure Equity. Prior to joining Standard Bank, he spent five years with ABN Amro’s Integrated Energy and Project Finance group based in Chicago.

Greg has 10 years of experience on the governing board and investment committee of the South African Infrastructure Fund (SAIF) and has been chairman of the African Infrastructure Investment Fund (AIIF) since inception.

He holds a BCom from UCT, a BCom(Hons) from UNISA and a MBA from the Kellogg Graduate School of Business at North-Western University (USA).

Andy Louw - BCom, CA (SA), CFA

Principle

Industry experience – 13 years

Andy joined STANLIB in June 2013, having previously served as Senior Executive Vice President at Standard Bank Infrastructure Equity, prior to this serving as Head of African Infrastructure Advisory at Macquarie First South. Before this, Andy had joint responsibility for Project Finance and Mergers and Acquisitions at Ernst & Young Advisory Services Limited. Andy’s first introduction to Project and Corporate Finance was at SCMB.

Andy has more than 13 years’ experience in project and corporate finance, with experience spanning across a wide range of debt and equity transactions in the resources and infrastructure sectors.

Andy qualified as a Chartered Accountant and is a CFA charter holder.

Marisa Bester – BAcc, BCom(Hons)

Investment Analyst

Industry experience - 9 years

Marisa joined the Infrastructure team in 2013 as an Analyst.

Marisa had previously been with Standard Bank’s investment banking division since 2004 where she initially spent six years in Infrastructure and Project Finance, and thereafter was with the Leveraged Finance Team. Most recently she has been

part of the Infrastructure Equity team working on private equity investments.

Marisa holds a BAcc and an Honours degree in Management Accounting, both from the University of Stellenbosch.

Moyahabo Mpanza – BAcc (CTA), CA (SA)

Investment Analyst

Industry experience - 5 years

Moyahabo is instrumental in the team, playing an investment opportunity analysis and due diligence role. She forms part of the team that is responsible for the fund’s administration as aligned to the Infrastructure Investments team’s continued rollout of its fund strategy.

Prior to joining STANLIB, Moyahabo worked as an Investment Associate at the National Empowerment Fund. Her core responsibilities involved performing due diligences, financial modeling and preparation of investment papers and interactions with various investment committees. She also worked for Ernst & Young’s Transaction Advisory Services Division where she was mainly exposed to buy-side financial due diligences and IPOs.

A qualified CA (SA), Moyahabo completed her articles in the Industrial Products Sector at Ernst & Young. She holds a BAcc (CTA) from the University of the Witwatersrand.

Rentse Tembo – BCom(Hons)

Investment Analyst

Industry experience - 8 years

Rentse joined STANLIB in 2015 to assist in analysing investment opportunities and conducting due diligence reviews. Prior to this, she was a Senior Manager in the Debt and Capital Advisory team at Deloitte, offering funding advice to local and international clients.

Rentse started her career as a trainee at Old Mutual Asset Managers before moving to Standard Bank Leverage Finance. Prior to working for Deloitte, Rentse worked in corporate finance advisory and then worked as a Project Finance Transactor in the international division of the Development Bank of Southern Africa, in the International Division focused on infrastructure projects that fall within SADC (excluding South Africa). Here she acted on behalf of and represented the DBSA in all dealings relating to transactions.

Rentse graduated with a BCom (Economic and Finance) and a BCom(Hons) (Financial Analysis and Portfolio Management).

Legal Notices

Information and ContentThe information and content (collectively ‘information’) provided herein are provided by STANLIB Asset Management (“STANLIBAM”) as general information for information purposes only. STANLIB does not guarantee the suitability or potential value of any information or particular investment source. Any information herein is not intended nor does it constitute financial, tax, legal, investment, or other advice. Before making any decision or taking any action regarding your finances, you should consult a qualified Financial Adviser. Nothing contained herein constitutes a solicitation, recommendation, endorsement or offer by STANLIBAM.

CopyrightThe information provided herein is the possession of STANLIBAM and are protected by copyright and intellectual property laws. The information may not be reproduced or distributed without the explicit consent of STANLIBAM.

DisclaimerSTANLIB has taken care to ensure that all information provided herein is true and accurate. STANLIB will therefore not be held responsible for any inaccuracies in the information herein. STANLIBAM shall not be responsible and disclaims all loss, liability or expense of any nature whatsoever which may be attributable (directly, indirectly or consequentially) to the use of the information provided.

STANLIB Asset Management LimitedRegistration No: 1969/002753/06. A Financial Services Provider licensed under the Financial Advisory and Intermediary Services Act, 37 of 2002. FSP license No: 719.

Document relevant as of 22 April 2015

Compliance number H9X414:

17 Melrose Boulevard Melrose Arch 2196 PO Box 203 Melrose Arch 2076T 0860 123 003 (SA only) T +27 (0)11 448 6000 E contact@stanlib.com W stanlib.comGPS coordinates S 26.13433°, E 028.06800° W

STA

NLI

B A

sset

Man

agem

ent L

imite

d | R

eg. N

o. 19

69/0

027

53/0

6 | A

utho

rised

FSP

in te

rms o

f the

FA

IS A

ct, 2

00

2 (L

icen

ce N

o. 2

6/10

/719

)