AGI RENEWABLES PLATFORM

Platform Overview & Seed Assets Teaser

Summer 2021
ALMA GLOBAL INFRASTRUCTURE (AGI)

OVERVIEW RECENT CLOSINGS

 Employee-owned infrastructure investment management firm Black & Veatch / Diode Suimei 47MW Solar Park
 Headquartered in New York Platform Acquisition
 AGI principals’ US$20+ bn track-record of committed financing over
Firm
the last 10 years
Description
 Exempt reporting advisor with the US Securities & Exchange
Commission OECD Countries Shimane Prefecture, Japan
Distributed Energy and Utility scale solar facility
 US$70M AUM as of December 31st, 2020 Oil & Gas Midstream with 20-year FIT contract
Investment
 Mid-market investment in infrastructure with platform partners Confidential Confidential
Approach
Geographies  OECD Countries August 2019 August 2019

Platform Partners Vector Renewables acting as preferred independent advisor to the AGI Renewables Platform

 Founded in 1915 in Kansas, B&V is a leading employee-

 Vector Renewables has over 200 employees in 10
owned engineering, procurement, consulting and
international offices
construction company with more than 11,000
employees in 25+ countries  It has provided 70GW technical due diligence and
+3.7GW of asset management
 Diode is B&V’s development arm

 15-year of experience in developing, building and  Michaels is a national leader in residential real estate
operating solar photovoltaic plants globally. offering full-service expertise in development,
 Solarig’s current pipeline is made of 3 GW of management, finance, and construction
proprietary projects and 1 GW of projects under  It has developed 55k+ units in 35 states, DC and US
advanced development. Virgin Islands

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AGI MANAGEMENT TEAM & SUPPORT

NAME TITLE EXP. (YRS) EMPLOYERS TYPE OF WORK EXPERIENCE

Senior Axium Infrastructure, Infrastructure M&A, project finance,
Frederic Brassard President >16
Leadership Stikeman Elliott fund/platform structuring & legal/compliance

Lendlease, HSBC, Ksoft, Infrastructure JV / M&A, project finance, technology, civil

Ashutosh Aman Managing Director >15
Infrastructure MWH, HPCL / environmental engineering & financial analytics
Investment Pierre-François Axium Infrastructure, Infrastructure M&A, project finance,
Director >14
Desvignes PwC, Ernst & Young asset management & financial analytics

Corporate Vice President, Fiera, CDPQ, Desjardins,

Samia Ben Tahra >11 Compliance & Risk Management
Support Compliance National Bank

Managing Partner,
Jennifer Skylakos Board Member >20 HR, Executive Search, Legal
DHR International
Board /
Board Observer / CIBC – Head of Infrastructure Project finance; currently member of OMERS’ Audit &
Investment / Cliff Inskip >30
Invest. Committee Advisory Actuarial, Investment and Risk Committees
Advisory
Board Observer / Sunfolding – CEO, Senior leadership in the electric power industry including
Committee Glen Davis >30
Invest. Committee RES America – CEO development, construction and financing
Members
Advisory Committee Suez North America – Senior VP, Senior leadership in the water management industry,
Patrick Cairo >40
Member United Water Services – CEO infrastructure M&A and corporate development
Head of Fund Services TMF Group,
Kwame Lewis >30 Fund Administration Services
North America ACON Investments, PWC

Laurent Liagre EY >30 Ernst & Young Accounting Services - External Audit

Schiff Hardin, Debevoise &

AGI Support Sarah Fitts Partner >30 Governance, Legal
Plimpton, Nishimura & Asahi

Willis Towers Watson,

David Goldstein Senior Vice President >25 Global Insurance Advisor (D&O / Projects)
AIG

Deutsche Bank,
Deirdre Lewis Vice President >30 Trust Bank Services
BNY Mellon, DTCC

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AGI INFRASTRUCTURE INVESTMENT APPROACH

AGI VALUE PROPOSITION

Asset
Pipeline
Mid-Market Platform Optimization
Exclusivity /
Strategy Approach & Value
Commitment
Creation

Investment strategy focused Partnering with developers Certainty of capital Value creation combining
on mid-market segment in with world class track record deployment and deal flow technical and financial
OECD countries and proprietary pipeline visibility expertise

 Higher risk-adjusted return versus widely marketed

Higher Risk-Adjusted IRRs investment opportunities
for Investors  Seed assets & diversified portfolio at inception
 Privileged access to world-class developers

Reliable Access to  Access to deep, flexible and reliable cost of capital

Competitive Capital for  Consistent and predictable transaction framework
Developers with custom-made investment platform

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AGI RENEWABLES PLATFORM PIPELINE

PLATFORM OVERVIEW & CURRENT INVESTMENT OPPORTUNITIES SUMMARY

~11% IRR at Platform Level for

~US$175m Equity Investment* Platform  The Platform investment objective is to generate attractive risk-adjusted returns primarily through equity, quasi equity,
Investment convertible and subordinated debt and equity-related investments in late-stage development, greenfield and
Policy brownfield renewables assets in OECD countries supported primarily by long-term creditworthy offtake contracts.
Portfolio of PV Assets in partnership
with AGI & strategic partners
 Utility-scale solar
Target  OECD Countries with seed assets in Japan,
Well geographically diversified  Utility-scale onshore wind Geographies
Sub-Sectors Denmark and Italy
Portfolio from inception  Solar PVs + Storage

Hep GreenGo KPV

Investment Aggregator Strategy Co-Development Strategy / Milestones Payment RTB Asset secured at late-stage development
Strategy (brownfield & greenfield projects) (12-24 months before RTB) (6-12 months before RTB)

Portfolio Initial ~11.6MW Brownfield ~500MW PV Solar Assets under milestones ~100-150MW RTB
Description PV Solar Assets (Japan) development agreement (Denmark) PV Solar Assets (Italy)

Transaction
Under Exclusivity Late-Stage Term Sheet Negotiation Under Exclusivity
Status

 Assets in operation with historical  Development stage portfolio under milestone development  RTB portfolio aggregating several small/mid-
production data available agreement for projects located in Denmark. sized projects across Italy
 Core infrastructure assets with ~16.5-yr  Acquisition price is based on a variable fee taking into account final  Acquisition price is based on a variable fee
remaining FiT contract at ¥28-36/MWh permitting, design/energy yield, PPA commercial terms and debt taking into account final design/energy yield,
 Assets developed by a reputable financing. PPA commercial terms and debt financing
Investment
developer with pipeline in the US and  Payments are spread over various development milestones, RTB  Payments to the developer are spread over
Highlights /
Japan notably and COD dates which fully mitigate development risk with notably RTB and COD dates to ensure proper
Key Mitigations
 Debt market sounding to secure developer top-up obligations alignment of interests
Factors
commitment debt financing at PSA  Low interconnection costs, PV as priority access to grid in case of  Debt market sounding to secure commitment
execution curtailment, presently with a low PV penetration debt financing at PSA execution
 Recontracting O&M strategy with  De-regulated merchant market, part of Nord Pool Spot with access  PPA Strategy for a 10-yr Solar PPA and
additional solar project investments in to long-term PPAs. PPA Strategy for a 10-yr Solar PPA and Merchant merchant revenues partly offset by variable
Japan being lined-up revenues partly offset by variable fee payable to the developer fee payable to the developer

Equity Invest. & ~US$15m immediate ~US$120m over 2-3 yr ~US$40m over 12-mth
~8.5-9.5% ~12.0% ~10.5%
Exp. IRR** deployment (~US$40m pipeline) Investment period investment period
*10-year hold equity IRR in USD (post-tax, post-fees) **10-year hold equity IRR in local currency (post-tax, post-fees)

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PLATFORM INVESTMENT TERMS

SUMMARY OF KEY PLATFORM INVESTMENT TERMS

 The Platform investment objective is to generate attractive risk-adjusted returns primarily through equity, quasi equity, convertible
Investment and subordinated debt and equity-related investments in late-stage development, greenfield and brownfield renewables assets in
Objective OECD countries supported primarily by long term creditworthy offtake contracts.

 10 years from the Initial Closing date, subject to two one-year period extensions.
Term

Offering Size  Targeted Platform size of approximately US$200 million.

Investment Period  Five years from the Initial Closing date.

Long-Term  12 months before the expiry of the initial term of the Platform, the General Partner has the option to propose an extension of the
Extension Option Platform to Limited Partners.

 Limited Partners admitted to the Platform at any subsequent closing will pay as a capital contribution an amount representing the
same percentage of their capital commitment as the percentage that all existing Limited Partners have been required to
contribute (includes management fees, Platform expenses, etc.). The amount is net of distributions paid to existing Limited
Partners prior to the subsequent closing and refunds that have increased the unpaid capital commitment of existing Limited
Subsequent Partners.
Closing  Newly admitted Limited Partners will pay an amount equal to the interest that would have been earned if the amount of their
Mechanism capital contribution paid at such subsequent closing had earned interest from the Initial Closing date at an annual rate of 8%
(Additional Amount).
 Upon making the capital contribution and paying the Additional Amount, Limited Partners admitted in subsequent closings shall
be treated as having been a Limited Partner since the Initial Closing date.

Cash Call Priority  AGI Discretionary Fund to have a priority on all cash calls from the Platform.

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PLATFORM INVESTMENT TERMS

SUMMARY OF KEY PLATFORM INVESTMENT TERMS

 1.50% per annum on all capital invested
Fee Structure
 Closing fee: 1.00%
 Carried Interest: 15% of distributions once Limited Partners have achieved full return of capital and an IRR of 8% on total
investment, subject to reductions depending on the economics of the contemplated transactions.
Incentive Fee
 GP Catch-up: 50% of distributions until cumulative amount distributed to the General Partner equals 15% of all amounts distributed
to Limited Partners in excess of return of capital.
 Limited Partners will bear their respective proportionate share of all costs incurred in connection with the formation of the
Fund / Manager Platform.
Expenses  The General Partner will be responsible for its expenses in providing its services to the Platform (such as compensation for
employees, rent, utilities and office expenses).

Minimum Capital  US$5 million per Limited Partner. The Manager reserves the right to accept a lesser investment commitment.
Commitment

 Proceeds from distributions and realized investments will be distributed as follows:

 First, 100% to the Limited Partners until they receive their contributed capital;
 Second, 100% to the Limited Partners until the cumulative amount distributed provides an IRR of 8% on their capital contributions;
Distributions  Third, 50% to the General Partner and 50% to the Limited Partners until the cumulative amount distributed to the General Partner
is equal to 15% of the aggregate of all amounts distributed to Limited Partners under paragraph (2) above and this paragraph (3),
such 15% being subject to reductions depending on the economics of the contemplated transactions; and
 Thereafter, 85% to the Limited Partners and 15% to the General Partner, subject to reductions depending on the economics of the
contemplated transactions

 Transfer of Units between Limited Partners or affiliate of Limited Partners will be accepted. Transfer to third parties is subject to
Manager approval, which cannot be unreasonably denied.
Transferability
 The Manager will cooperate with any Limited Partner seeking liquidity, provided that such Limited Partner will be required to
continue to fund its commitment until its Units have been transferred.

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