Investing in Nigerian Infrastructure Networking Function

14 November 2011

Strictly Private and Confidential .

Important Informationp

This document is being provided to targeted institutional investors as a source of preliminary information about NIIF1. It is confidential to the person to whom it is provided andshould not be copied or distributed in whole or in part or disclosed without our prior written consent.This document does not constitute an offer to sell or a solicitation of an offer to buy any securities This document does not contain all the information necessary to fully evaluate anyThis document does not constitute an offer to sell or a solicitation of an offer to buy any securities. This document does not contain all the information necessary to fully evaluate anytransaction or investment, and you should not rely on the contents of this document. The matters described in this document are subject to discussion and amendment. Anyinvestment decision should be made based solely upon appropriate due diligence and upon receipt and careful review of relevant offering documents. Recipients of this documentshould neither treat nor rely on the contents of this document as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers.This document includes forward-looking statements that represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not berealized. Actual and future results and trends could differ materially from those described by such statements due to various factors, including those beyond our ability to control orpredict. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Pastperformance is not a guarantee of future results or returns.Any discussion of past or proposed investment opportunities should not be relied upon as an indication of future deal flow. Targeted returns are not guaranteed.This document includes information obtained from publicly available information and from third party sources considered to be reliable. Whilst this information is provided in goodfaith, its not, and does not purport to be comprehensive and has not been independently verified.This document is being distributed by African Infrastructure Investment Managers (Pty) Ltd (FSP Licence Number 4307) (AIIM). The Fund is not a registered “collective investmentscheme” under the Collective Investment Scheme Control Act, 2002, and nothing in this Document should be construed as constituting offering to “members of the public” anopportunity to invest in a collective investment scheme in South Africa. AIIM is authorised to render financial services to the South African Fund under the Financial Advisory andIntermediary Services Act, 2003.

NigeriaThis Document and the securities which it offers are directed solely to the persons to whom it has been addressed (being the Potential Investors). This Document is not aProspectus and does not constitute an offer or an invitation to the general public to subscribe to the securities offered herein. Applications for the Shares being offered may only bemade by the Potential Investors in accordance with its terms and conditions. Each Potential Investor is expected to scrutinise the information contained in this Documentindependently and evaluate the securities which it offers. No application has been made or is required to be made to the Securities & Exchange Commission for the clearance of thisDocument or the registration of the securities offered herein No application has been made or is required to be made to the Council of the Nigerian Stock Exchange for theDocument or the registration of the securities offered herein. No application has been made or is required to be made to the Council of the Nigerian Stock Exchange for theadmission of the Shares being offered by way of Private Placement. The receipt of this Document or any information contained in it or supplied with it does not constitute investmentadvice from the issuer. Each Potential Investor should make its own independent assessment of the merits or otherwise of applying for the securities herein and should obtain itsown professional advice. If the Potential Investors are in any doubt about the contents of this Document or the action to take, they are advised to consult their Stockbroker,Accountant, Banker, Solicitor or any other professional adviser(s) for guidance.

STRICTLY CONFIDENTIAL | 1

W l ddWelcome address Andrew JohnstoneAndrew Johnstone

CEO – African Infrastructure Investment Managers (“AIIM”)

STRICTLY CONFIDENTIAL | 2

Strictly Private and Confidential STRICTLY CONFIDENTIAL | 3

Ni i I f t t I t tNigerian Infrastructure Investment Fund 1Fund 1

Strictly Private and Confidential .STRICTLY CONFIDENTIAL | 4

Infrastructure: a 20 year story

20081998199719961995 1999 20092007200620052004200320022001200019941990

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BAA refinancing – largest ever airport refinancing

Acquisition of South East Water -second largest water only company in the UK

Acquisition of a stake in Brussels International Airport

Chicago Skyway Takeover of BAA - the largest

I-595 Project -first PPP of US road involving availability payment

Advising third-party clients on privatisations and acquisitions

Acquisition of Thames Water

Tubelines’ London

Western Sydney Orbital - at the time Australia’s largest privately financed project and largest urban toll road

Mitcham-Frankston Project - the largest

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Skyway concession -first PPP of a US interstate highway

Acquisition of

Takeover of BAA the largest acquisition in the airports sector globally

Indiana Toll Road concession - the largest privatisation of a toll road in the US Puget

Energy -largest North American d i

p ystructure

Mexico

Middle East

Long term leases for Adelaide, Coolangatta &

Sydney Airports Corporation acquisition from Commonwealth of Australia –at the time, world’s largest trade sale of an airport

Underground contracts

Dampier to Banbury Natural Gas Pipeline –the largest gas transmission line in Australia

urban toll road project ever undertaken in Australia

Acquisition of APRR motorway in

France

advisory mandate by Macquarie Capital to date

Advisor on Midl d

Japan

United States

Korea

Continental EuropeIPO of Envestra -Australian gas

Coolangatta & Parafield Airports

Acquisition of 40% of NZ government-

MIG’s 40% investment in Cintra

pMidland Expressway -UK’s first private toll road

Malaysia / Other Asia

United Kingdom

Canada

South AfricaIPO of Hills Motorway Group – Australia’s first publicly listed toll road

Australian gas distribution business

IPO of Infrastructure Trust of Australia -Australia’s first listed infrastructure investment fund

governmentowned Contact Energy

Note: Represents an illustrative sample of Macquarie Capital transactions

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Across sectors and geographies~100 portfolio businesses and ~110 properties1

USA Chicago Skyway Dulles Greenway

Global Tower Partners Aquarion Company Puget Energy

Canada AltaLink A-25

UK Bristol Airport Airwave A i

Spain Asset Energia Solar Solpex Energia Solar

Czech Republic Ceske RadiokomunikacePoland

Japan Hanjin Pacific Corporation (Tokyo,

Osaka)

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Indiana Toll Road AIR-serv (tyre inflation) Harley Marine Services Icon Parking Penn Terminals Petermann (school buses) Sentient (private aviation) Smarte Carte Airport Services (fixed base operations) Total Terminals International (Hanjin Pacific Corporation)

Puget Energy District Energy Duquesne Light The Gas Company Broadrock Renewables Bulk Liquid Storage Terminal Business Waste Industries

Fraser Surrey Docks Halterm Limited (port)Mexico Decarred (highways) Mareña Renovables (wind farms)

Arqiva CLP Envirogas Energy Power Resources Thames Water Wales & West Utilities M6 Toll Condor Group (ferry services) Moto (motorway services) National Car Parks Wightlink (ferry services)

Itevelesa (vehicle inspections)

DCT Gdansk (container terminal)

TanQuid (tank storage business)

Sweden EPR Sweden (wind farm) Varmevarden Arlanda ExpressRussia

Osaka)

South Korea West Sea Power / West Sea Water Baekyang Tunnel Cheonan-Nonsan Expressway Daegu 4th Beltway East Gwangju 2nd Beltway Section 1 Gwangju 2nd Beltway Section 3-1 Total Terminals International (Hanjin Pacific Corporation) Wightlink (ferry services)

Red Bee Media

Belgium Brussels AirportDenmark Copenhagen Airports

Brunswick Railgj y

Incheon Grand Bridge Incheon International Airport Expressway Machang Bridge Seoul Chuncheon Expressway Soojungsan Tunnel Woomyunsan Tunnel Yongin-Seoul Expressway Busan New Port Phase 2-3 Hanjin Pacific Corporation (ports) S l S b Li 9 S ti 1Copenhagen Airports

France Compteurs Farnier

(water metering) EPR France (wind farm) RES (wind farm)

Seoul Subway Line 9, Section 1 C&M (cable tv) North East Chemical

( ) Trois Sources & Lomont

Windfarms Autoroutes Paris-Rhin-

Rhône Pisto SAS (oil storage and

distribution)

Germany GWE (heat & power) Techem (submetering)

Australia Hobart International Airport Dampier to Bunbury Natural Gas Pipeline Multinet Gas Holdings United Energy Distribution WA Gas Networks2

3P Learning Regis Group (aged care) Retirement Villages Group

South Africa Neotel Kelvin Power Station Bakwena Platinum Corridor N3 Toll Concessions Trans African ConcessionsNigeria

China MWREF Hua Nan Expressway Changshu Xinghua Port Star King (China) Food GroupTaiwan Miaoli Windpower Hanjin Pacific Corporation (Kaohsiung) Taiwan Broadband Communications

Techem (submetering) Thyssengas Warnow Tunnel TanQuid (tank storage

business)

New Zealand Metlifecare Private Lifecare Retirement Care New Zealand

United Arab Emirates Al Ain Industrial City Industrial City of Abu Dhabi ICAD Effluent Treatment Plant

Puerto Rico (USA) Global Tower Partners

Retirement Villages Group MREEFs

India Viom Networks Adhunik Power and Natural

Resources MB Power (Madhya

Pradesh) GMR Airports (Delhi and g

Lekki Concession Company Taiwan Broadband Communications

RoadsUtilities Transport & Related Services

Real Estate CommunicationsAirports Other

Hyderabad airports)

1. As at 30 June 2011. Represents portfolio businesses which Macquarie Infrastructure and Real Assets manages on behalf of investors with various direct percentage stakes held in each. Above list of portfolio businesses is not exhaustive

2. DUET reached financial close on the divestment of its interest in WA Gas Networks to ATCO Ltd on 29 July 2011 STRICTLY CONFIDENTIAL | 6

Investor support growing

Over $71 billion committed to Macquarie managed infrastructure and real asset funds over 15 years

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$$69

$71

80

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$51

$61

$67$

60

70

$33

$51

40

50

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$14

$26

$33

20

30A$

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$0 $1 $1 $2 $2 $3 $4$7

$11$14

-

10

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011YTD

1. Cumulative commitments to MIRA managed funds grouped by Macquarie Group financial years to March. Includes listed, unlisted and hybrid capital raised for MIRA funds and managed accounts. Excludes co-investments STRICTLY CONFIDENTIAL | 7

Core sector investors: Pension Funds

Globally, the largest Pension Funds have embraced infrastructure equity as an attractive asset classInstitutional Investor Domicile Total Assets Infrastructure

AllocationAllocation

CalPERS US US$179 billion 0-3%

Washington State Investment Board US US$68 billion 5%

Texas Teachers’ Retirement System US US$80 billion 3%

Alaska Permanent Fund US US$27 billion 3%

CalSTRs US US$113 billion 0.5%

Illinois State Board of Investment US US$9 billion 5%

Midwest Operating Engineers US US$9 billion 5%Midwest Operating Engineers US US$9 billion 5%

Ontario Teachers Canada C$87 billion 11%

OMERS Canada C$43 billion 20%

CPPIB Canada C$106 billion 4%

bcIMC Canada C$85 billion ~5%

AIMco Canada C$72 billion 2-3%

The Future Fund Australia A$58 billion 2-3%

AustralianSuper Australia A$29 billion 11%AustralianSuper Australia A$29 billion 11%

MTAA Australia A$5.5 billion 25%

PGGM Europe €72 billion 3%

APG Europe €173 billion 2%

Source: Preqin, Company Websites, Publicly available articles, Macquarie ResearchSTRICTLY CONFIDENTIAL | 8

Hermes Europe £70 billion 1%

Approximate US$ equivalent infrastructure allocation1 US$54.80 billion

1. Converted at the applicable US$ exchange rate as at 30 September 2011

Shift in asset allocation toward alternatives

100%

49% 47%70%

80%

90%

Equities: Down by 2%

50%

60%

70%

Bonds: Down by 7%

40%33%

20%

30%

40% Cash: Down by 5%

6% 1%

5% 19%

0%

10%

20%

1995 2000 2005 2010

Other: Up by 14%

1995 2000 2005 2010

Cash Other Bonds Equity

A shift toward alternativesA shift toward alternativesSource: Towers Watson, Global Pension Assets Study, 2011, Feb 2011, & AIIM

STRICTLY CONFIDENTIAL | 9

Why the shift? Sector delivering real returns

Indices of annual cash flows for European infrastructure subsectors

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Indices of annual cash flows for European infrastructure subsectors compared with weighted average of European CPI, 1986 to 2006 (1986=100)

Source: JPMOrgan, FactSet, Eurostat, OECD, IMF, and company websites

STRICTLY CONFIDENTIAL | 10

Africa is still new

140%

160%

Pensions Assets as % of GDP

80%

100%

120%

20%

40%

60%

0%

20%

erla

nds

zerla

nd

US

Aust

ralia

UK

Can

ada

Japa

n

Irela

nd

g K

ong

Bra

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erm

any

Fran

ce

h A

frica

Nig

eria

Ken

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Gha

na

Net

he

Sw

itz A C

Hon G

e

Sou

th

STRICTLY CONFIDENTIAL | 11

Source: Adapted from World Bank’s Private Participation in Infrastructure (PPI) database

But investment is growing

Infrastructure investment in Africa (USDbn)

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Sources: Worldbank PPI databse; PPIAF: “Building Bridges: China’s Growing Role as Infrastructure Financier for Africa”; ICA (2007) McKinsey Global Institute

Through dedicated fund structures

Africa focused annual equity fund raising 2000 - 2010

g

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22

20

25

1311

18

1215

20

0 5 1 1 0 6

5.2

0 91.8 2.22

4

79 9

8

5

10

0.1 0.5 0.2 0.4 1.1 0.6 0.3 0.9

0

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

Aggregate capital (USDbn) Number of Funds

Sources: African Investors, Jan / Feb 2011, - Preqin Research

STRICTLY CONFIDENTIAL | 13

Ni i ’ fi t i f t t it f dNigeria’s first infrastructure equity fund

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A need to finance Nigeria’s infrastructure gapg g p

Nigerian Infrastructure Requirement (US$bn)

US$18-20 bUS$14bn

US$60bn

bnUS$8-17bnUS$14bn

Power Rail Roads Oil and Gas1. March 2011. address by Governor of the CBN: Infrastructure, Industrialisation and the Nigerian economy’

Source: Financing Public Private Partnerships: Conditions, Opportunities and Constraints in Selected African Countries, January 2011 STRICTLY CONFIDENTIAL | 15

Delivery to the Community

Global experience in managing core infrastructure assets that are essential to the community...

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Airports Communications

Roads Gas

Rail Water

Ferries Electricity

Ports Employees

…driving best practice and improvement in operating performance across businesses

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