INFRASTRUCTURE FRANCE

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1 INFRASTRUCTURE FRANCE

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3 INFRASTRUCTURE 1 WATSON FARLEY & WILLIAMS KEY FACTS 550+ LAWYERS INCLUDING 140+ PARTNERS 14 OFFICES ACROSS 11 COUNTRIES ESTABLISHED IN 1982 GLOBAL ENERGY & INFRASTRUCTURE DEDICATED TEAM COMPOSED OF 100+ LAWYERS INCLUDING 40+ IN THE PARIS OFFICE EXPERIENCE ADVISING ACROSS ALL PHASES OF INFRASTRCUTURE PROJECTS ON ALL CONTINENTS OVER 20 LANGUAGES SPOKEN

4 2 Watson Farley & Williams OUR INFRASTRUCTURE PRACTICE Acting for a broad range of participants across the spectrum of infrastructure projects, we understand the complex inter-party issues that can arise. We work closely with our clients to ensure their projects are completed successfully, acting as a strategic partner by going beyond contractual aspects and adopting a global approach to meet their financial objectives. WFW PARIS RANKED N 1 IN BROWNFIELD INFRASTRUCTURE (VOLUME RANKING) MAGAZINE DES AFFAIRES, 2014 High quality services Our infrastructure practice provides practical, high quality legal services to clients developing and operating infrastructure across a wide range of sectors from ports, airports, rail and roads to energy, water, waste, IT, telecoms, social and other infrastructure. Sector knowledge Our experience in the infrastructure sector originates from our experience advising clients in financing or investing in large capital assets. For example, our extensive experience in ship and aircraft financing has naturally led us to provide effective legal services to clients in related sectors such as ports and airports. In addition, our historical finance expertise, combined with our infrastructure experience, enables us to deliver astute legal services to match our clients overall strategic and economic goals. Tailored teams Members of our infrastructure team work effectively across our international offices and practice areas. When commencing a project, we work closely with our clients to understand their exact requirements. This allows us to offer a team with the most appropriate mix of skills and experience to meet their business objectives in a practice, efficient and timely manner.

5 INFRASTRUCTURE 3 Our clients Our broad experience in various sectors means that we have worked with a variety of participants to ensure the successful completion of their infrastructure projects, including: Banks and other financiers Project sponsors including financial and strategic investors National and local governments as well as sovereign wealth funds and quasi-public entities Project managers Operators Developers A one-stop-shop Our experienced team delivers a full service offering with an integrated approach to assist our clients at all stages of greenfield and brownfield infrastructure projects: Debt finance including project, asset and acquisition finance and securitisations Equity finance M&A and private equity Joint ventures Commercial contracts including concessions, PPPs and project agreements Capital Markets Privatisations Tax advice across a range of jurisdictions including tax structuring of transactions Project development work (including consents and property) Competition and regulatory including public procurement, outsourcing of public services and State aids Employment advice Administrative and publications Environmental, health and safety Dispute resolution including litigation, arbitration and alternative dispute resolution.

6 4 Watson Farley & Williams SELECTED TRANSACTIONS AMUNDI TRANSITION ÉNERGÉTIQUE (ATE) Advising ATE, a management company owned jointly by Amundi and EDF, in connection with the purchase via the Cogénération France I Fund of a majority stake in a portfolio of cogeneration plants owned by Dalkia. This first investment by ATE which amounts to over 150m involves 132 plants with a combined capacity of more than 330 MW. FRENCH MINISTRY OF DEFENCE Advising the French MoD for the award, the closing and the operational phases (including the refinancing) of the PPP contract relating to the French Pentagon (capex: approx. 1m). DALKIA FRANCE Advising Dalkia France on all the legal aspects relating to the sale of its 24% stake in the Régaz-Bordeaux Group which operates the gas distribution network supplying 46 towns in the Greater Bordeaux area. Regaz-Bordeaux is the largest independent gas distributor in France with a network of 3,315 km and 210,000 delivery points. Dalkia France sold its stake to InfraVia European Fund II. HIGHWAY Advising an investor in connection with the structuring and the operating of a highway concession in Senegal. GRAND LYON Advising the consortium comprising Dalkia France, IDEX Energies, and CDC Infrastructure in relation to the tender for the construction, financing, operation and maintenance of an urban heating and cooling network for Le Grand Lyon local authority. ONEE Assisting the Moroccan public entity in charge of drinkable water and electrivity for the tender process and closing of a PPP contract (gestion déléguée) for a desalination plant in Agadir (capex: approx. 110m). CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK Advising Crédit Agricole Corporate and Investment Bank in relation to a SACEsupported loan facility of 35m for Abencor Suministros, a subsidiary of Abengoa, to finance the supply of equipment for the installation of power lines in Brazil. FIRST STATE INVESTMENTS Advising First State Investments on the acquisition of Coriance, specialising in district heating and cooling networks, electricity generation (including cogeneration) and energy services, from KKR s infrastructure funds and a coinvestor. DEUTSCHE BANK AND CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK Advising Deutsche Bank AG and Crédit Agricole Corporate and Investment Bank in relation to a US$73m Cofacesupported loan facility for Axion Energy Argentina in order to finance an extraction and sulphur processing unit project. CITELUM Advising Citelum in relation to negotiating and drafting PPP contracts related to the construction, operation and maintenance of public street lighting systems in Morocco. AUSTRALIAN INVESTOR Advising an Australian investor in relation to the potential acquisition of a majority stake in a company operating underground hydrocarbon storage facilities in France. TERMINAL INVESTMENT LTD (TIL) Advising Terminal Investment Limited, a port operator, on the sale of part of its participation in a port project in Togo (Lomé) under a PPP regime and in the structuring of its joint venture with a Chinese operator. TERMINAL INVESTMENT LTD (TIL) Advising TIL and LCT operator in to the setting-up of a project financed PPP (concession) port terminal in Togo (Lomé), and in the drafting and negotiation of dredging contract necessary for the operation of the port. TÉLÉ MONTE CARLO (TMC) Advising TMC in its discussions with the government of the Principality of Monaco in relation to the renewal of its concession agreement.

7 INFRASTRUCTURE 5 TROISSEREUX BYPASS Advising SMBC and Société Générale in relation to the financing of a French road PPP entered into by a subsidiary of Bouygues and InfraRed with a French local public entity (capex: approximately 65m). UNIVERSITIES AND SCHOOLS Assisting several consortia (comprising Bouygues Bâtiment Île-de-France, Engie, Atlante Gestion, Exterimmo, Caisse des Dépôts & Consignations) on the tender processes and closing relating to PPPs in France. WASTE MANAGEMENT GROUP Advising a waste management group on the establishment of a joint venture for the operation of an urban heating network under a concession contract. GLOBALSTAR INC. Advising Globalstar Inc. in relation to a US$586.3m COFACE backed facility provided by a syndicate of lenders in order to finance payments for the construction of second generation satellites and launch services. WASTE MANAGEMENT GROUP Advising a waste management group on the negotiation and the carrying out of several public procurements and public concessions in the waste management sector. AUDIOVISUEL EXTÉRIEUR DE LA FRANCE (AEF) Advising a public television channel group regarding the preparation, completion and execution of the necessary procurements for broadcasting of its TV channels by satellite. DSV Advising a logistics firm on the installation of a new warehouse located on the Port of Paris infrastructure in Gennevilliers (drafting and negotiation of the public domain occupancy documentation and of the works contract capex: approximately 13m). BROADBAND NETWORKS Advising several French territorial bodies and consortia on the establishment of broadband telecommunication networks under various PPP schemes. REAL ESTATE/INDUSTRIAL FACILITIES Advising French and foreign investors, banks and operators, with the regulatory aspects relating to real estate programmes and industrial facilities projects (town planning, environment, commercial facilities regulations, etc.). ROYAL BANK OF SCOTLAND Advising Royal Bank of Scotland as arranger and lenders in the sale of control of the company H'Ennez, holding an emphyteutic lease for the Rennes hospital, by Eiffage to Meridiam. AIRLINES Advising airlines on the renegotiation of their land use fees with international airports and advising on the regulatory framework applicable to their activities, which include airplane refits and maintenance.

8 WFW ADVISES ON PROJECTS IN FRANCE, EASTERN EUROPE AND AFRICA. CLIENTS APPRECIATE THE CONSCIENCIOUSNESS AND PRAGMATISM OF THE TEAM. LEGAL 500, 2012

9 INFRASTRUCTURE 7 REPUTATION SIGNIFICANT FOCUS ON ENERGY MATTERS AND PUBLIC REAL ESTATE, WELL REGARDED FOR REGULATORY WORK AND STRONG SECTOR EXPERIENCE IN COMMUNICATIONS, TRANSPORT AND WATER. INTERDISCIPLINARY TEAM WORKS WITH FIRM'S CORPORATE AND TAX PRACTICES ON PUBLIC CONTRACTS SUCH AS PROCUREMENT, PPPS AND CONCESSIONS. ADDITIONAL ASSISTANCE TO CLIENTS IN JURISDICTIONS IN FRANCOPHONE AFRICA. CHAMBERS EUROPE, 2017 ONE CLIENT ENDORSES THE FIRM'S EFFECTIVE AND PRECISE WORK, CONTEXTUALISED AND ADAPTED TO OPERATIONAL CONCERNS. CHAMBERS EUROPE, 2017 WATSON FARLEY & WILLIAMS HAS ROBUST REGULATORY EXPERTISE AND ALSO PROVIDES 'A RELIABLE AND GOOD LEVEL OF SERVICE' IN INFRASTRUCTURE PROJECTS. IT ADVISES KEY PLAYERS IN THE SATELLITE, TELECOMS, TRANSPORT, AND ENERGY SECTORS. LEGAL 500 EMEA 2014 ENJOY A NOTABLE PRESENCE IN PPPS, INFRASTRUCTURE PROJECTS AND PUBLIC PROCUREMENT WORK. CHAMBERS EUROPE 2015 WATSON FARLEY & WILLIAMS ASSISTS MAJOR BANKS, SPONSORS AND PUBLIC ENTITIES WITH PPP PROJECTS. LEGAL 500 EMEA 2015 STRONG TEAM REPRESENTING SPONSORS, INVESTORS AND BANKS IN THE FINANCIAL AND ACQUISITION ELEMENTS OF A RANGE OF ENERGY PROJECTS, PARTICULARLY IN THE RENEWABLES SECTOR. THE TEAM IS ALWAYS AVAILABLE FOR US IF WE NEED IT, EVEN IF WE HAVE A SPECIFIC QUESTION NOT LINKED TO A FILE WE ARE WORKING ON TOGETHER. IT'S LIKE A KIND OF LEGAL HOTLINE FOR US. CHAMBERS EUROPE 2016 ADEPT TEAM SKILLED ACROSS A RANGE OF PUBLIC LAW ISSUES INCLUDING SIGNIFICANT INFRASTRUCTURE PROJECTS AND REGULATORY ISSUES. CHAMBERS EUROPE 2014 THE LAWYERS HAVE THE INTERNATIONAL PROFILE AND THE SENIORITY TO CARRY OUT THE NECESSARY DETAILS. CHAMBERS EUROPE 2015 WATSON FARLEY & WILLIAMS HAS A VERY IMPORTANT TEAM IN PUBLIC LAW. CHAMBERS EUROPE 2014 A LENDER-SIDE CLIENT FOR A PROJECT FINANCE TRANSACTION SAYS THE FIRM HAS A 'LARGE SCOPE OF SPECIALITIES, GOOD COMPREHENSION OF THE CONTRACTUAL RISKS AND A DIPLOMATIC APPROACH WITH CLIENTS. IFLR RANKED TIER 1 FOR ITS ENERGY, SHIPPING AND AVIATION FINANCE PRACTICES LEGAL 500 AND CHAMBERS EUROPE ALSO RECOMMENDED FOR ITS PPP CONTRACTS, PUBLIC LAW AND TMT PRACTICES. DÉCIDEURS, LEGAL 500 AND CHAMBERS EUROPE

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11 8 Watson Farley & Williams OUR OFFICES Athens Frankfurt Madrid Paris 6 th Floor, Building B 348 Syngrou Avenue Kallithea , Athens T: Ulmenstraße Frankfurt am Main T: C/ María de Molina, Madrid T: avenue Victor Hugo Paris T: Bangkok Unit 902, 9 th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok Hamburg Neuer Wall Hamburg T: Milan Piazza del Carmine Milan T: Rome Piazza Navona Rome T: T: Hong Kong Munich Singapore Dubai Unit 1, Level 25, Tower 2 Al Fattan Currency House PO Box Dubai Suites , Jardine House 1 Connaught Place, Hong Kong T: Gewürzmühlstraße 11 Courtyard Munich T: Battery Road #28-00 Singapore T: T: London New York 15 Appold Street London EC2A 2HB 250 West 55th Street New York, New York T: T:

12 ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE Publication code number: v2 Watson Farley & Williams 2018 All references to Watson Farley & Williams, WFW and the firm in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a partner means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. wfw.com