Corporate Trust Services for Multilateral Agencies in Latin America

Citibank Agency and Trust

Agenda

Opening Remarks

Rafael Cardenas

Citi’s partnerships with Multilateral Agencies

Alan Smith

Panel Discussion: Corporate Trust Services for Multilateral Agencies in Latin America

Ernesto Sarria Profile of the Trustee in Panama Use of ‘CKDES’ for Infrastructure Projects in Mexico Business Sectors Driving Growth in Argentina Mandatory Legal Reserve for Local Currency Deposits of Foreign Financial Institutions in Peru Tax on FX for Non-Residents - IOF in Brazil Foreign Exchange Regulations that apply to Offshore Accounts Opened by Fideicomisos (Trusts) in Colombia Cross Border Capabilities

Rafael Cardenas Issuer Services Business Head for Latam

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Citi’s partnerships with Multilateral Agencies

Alan Smith

Global Head of Issuer Services

Executive Summary

  Citi is a partner of choice for Agencies and clients –  Citi has a strong global presence across Asia, Latin America, Europe, North America,

Africa and the Middle East –  Our integrated corporate banking, capital markets, and transaction services capabilities

provide our clients and Agency partners with consistent solutions globally

  Continued need for Agency support in Latin American market –  Even as financial markets improve, Latin American companies are still looking to

Agencies to support their large scale capex and working capital needs –  There are numerous opportunities for investment in oil & gas, power,

telecommunications, financial institutions, mining and infrastructure sectors

  Collaboration opportunities between Official agencies and Citi –  Citi continues to work with Official Agencies to financings across Latin America for both

corporates, public sector clients and financial institutions –  Citi maintains a rich pipeline of infrastructure, energy and mining projects across the

region that could benefit from Agency support

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Agency Partnerships

  Global presence across over 100 countries

  Unparalleled agency financing expertise developed through long relationships with over 60 agencies globally

  Leadership in the arrangement of multisource financing with ECAs, MLAs and DFIs

  Broad industry experience:

Citi’s global franchise and agency finance expertise enables Official Agencies to reach an unmatched client base worldwide, with a consistent working partnership approach

Collaboration with Citi:

  Its long and deep presence in Latin America makes Citi an ideal partner for Official Agencies

  Official Agencies can leverage Citi’s relationships with corporates, public sector clients and financial institutions in Latin America to facilitate business with key players in the region

  The need for large investment in infrastructure continues to be a major focus for Latam governments

  Official Agencies may provide support through partial credit guarantees or buyer credit guarantees to increase the credit quality of these transactions in order to attract a broader set of investors

*Industry chart represents 2008 transaction for EAF Latin America.

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Recent Experience with Multilateral Agencies

Peru LNG

Onshore and Offshore Collateral Agent

Itumbiara, Ituiutaba and Campina Verde Projects

Collateral and Depositary Agent

Asian Development Bank

Issuing and Paying Agent

The International Bank for Reconstruction and

Development

Issuing and Paying Agent

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Corporate Trust Services for Multilateral Agencies in Latin America

Citibank Agency and Trust

Agenda

Profile of the Trustee in Panama Sheyla Soto

Use of ‘CKDES’ for Infrastructure Projects in Mexico Manuel Paullada

Business Sectors Driving Growth in Argentina Manuel Tristany

Mandatory Legal Reserve for Local Currency Deposits of Foreign Financial Institutions in Peru Alejandro Espinel

Tax on FX for Non-Residents - IOF in Brazil Andre Pina

Foreign Exchange Regulations that apply to Offshore Accounts Opened by Fideicomisos (Trusts) in Colombia John Rojano

Cross Border Capabilities Paul Burke

Ernesto Sarria Moderator

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Profile of the Trustee in Panama

  Panamanian trusts are regulated by Law #1 and Executive Decree #16 of 1984: –  Independent trust companies, insurance companies, banks, lawyers and other natural or

juridical persons may act as trustees.

  Only those trustees that conduct the trust business professionally and customarily (3 or more p.a.) shall obtain a fiduciary license from the regulator, the Superintendence of Banks of Panama (SBP). –  Licensed trustees shall maintain a guarantee in the amount of US$250,000 to assure the

compliance of obligations. Not less than 10% of the guarantee shall consist in restricted deposits at any of the two Panamanian Public Banks.

–  Corporate trustees shall have their stock shares issued nominally, and every transfer of shares requires the prior approval of the SBP.

  There are more than 60 licensed trust companies, and the number is growing every year, with a total of US$8.4 billion of assets under trust.

  Citi is present in Panama since 1904 and has been offering fiduciary services in this country for more than 16 years.

Sheyla Soto Citibank, N.A. Panama Branch

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CKDES are securities recently developed by the Mexican Capital Markets oriented to: •  Enhance the infrastructure development in Mexico •  Capture part of the huge liquidity of domestic public pension funds (Afores) by offering new

asset classes in structured finance products •  Support other sectors such as Real Estate or more diversified via Private Equity investments

Use of ‘CKDES’ for Infrastructure Projects in Mexico

MAIN CHARACTERISTICS   Trade publicly in Mexican Stock Exchange   Returns linked to underlying asset/investment   Does not require principal and interest payments   Corporate Governance transparency   Investments according to a specific calendar and policies   Oriented to QIBs mainly Afores and to lesser extent Insurance

Companies and Private Pension Funds   No ratings required   Daily price valuations provided by price vendors   Assets form part of a Trust Estate and Trustee issues the CKDs

MARKET REQUIREMENTS   Attractive and sustainable Business Plan   Manager/operator with successful track-record   General Partner considerable co-investment   Anchor investor participation   Defined exit strategy   Attractive risk – reward relation

Total Assets Under Management by AFORES (oct 10’)

$111,544 billion

Allowable funds to be invested in CKDES, and other Structured Financial Securities

$13 billion

** Source: Consar Note: USD Figures with an Exchange Rate of MX $12.70

Manuel Paullada Fiduciario Banamex

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Nine Closed Transactions in Last 12 months – $1.9 billion SPECIFIC PROJECTS INFRASTRUCTURE

RCO Macquarie Wamex Atlas Discovery Nexxus Capital Promecap AMB Prudential Artha Capital ASSETS Toll Roads Construction

contracts/ projects

Diversified Middle Market

Service & Consumer

High Growth Financial, Health,

Education & Consumer

Airports, Distressed

Assets & Credit Portfolios

Industrial & Logistics Industrial,

Residential & Retail

Land Developers for Housing, Tourism & Commerce

$516 MKT VALUE (MM) MATURITY 28 10+2+2 10 10+1 10+1+1 10 10 10+2 10 CO-INVESTMENT *ICA & GSIP will

Invest $160 5% 2% of the SPV Investments 2% of the SPV

Investments 2.5% of the SPV Investments 10% Issued amount 20% 20% or up to MX $600 5%

** Source from Purchase or Underwriting Agreements Note: USD Figures with an Exchange Rate of MX $12.70

PRIVATE EQUITY FUNDS REAL ESTATE

$269 $59 $91 $115 $197 $260 $244 $192

INFRASTRUCTURE

Navix Energy project (Pemex-CFE)

MBIA Diversified Marhnos

Residual Water Plants

Infraestructura Institucional Roads, bridges, ports, schools,

hospitals

Protego

Water, transport, environmental,

communications

REAL ESTATE

Vertex Housing

Alsis Housing IGS

Industrial, offices, distribution

Grupo Lar Public social services,

water, communications

PRIVATE EQUITY FUNDS

EMX Capital I Diversified -

Growth Alta Growth Capital Consumer, Financial

Education, Healthcare, Entertainment

Pro Equity Education, Energy,

Healthcare

Strong Pipeline more oriented to Infrastructure

Use of ‘CKDES’ for Infrastructure Projects in Mexico Manuel Paullada

Fiduciario Banamex

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Business Sectors driving of growth in Argentina

  Argentina has the sixth largest reserves of minerals in the world, behind China, Peru, Philippines, Brazil and Chile): –  Today there are twelve mines that are currently operating, three under construction and

around 400 prospects at different stages of development –  In 2011 two projects will commence operations: Pascua-Lama (Barrick Gold) and Potasio

Rio Colorado (Vale), doubling GDP from around 2% in 2010 to around 4% by 2011 –  Main exports are gold, copper, aluminum and silver, which represent around US$4.4

billion or 6.0% of total annual exports –  The key aspect why Argentina is expected to be a key player in mining is because of the

fiscal and other benefits granted to mining activities by the Mining Investments Law of 1994 and supplements

  Recuperation of the international market for Biodiesel due to the price increase –  Production of Biodiesel has grown 4-fold from 660M tons in 2007 to 2.4MM tons in 2010. –  New government regulation increased the use of Biodiesel in mix of gasoline –  Advantages of Argentina as a producer of Biodiesel

  Most advanced soy producer in the world (5.5% of global market)   Record soy crop with 52.7 MM tons

Manuel Tristany Citibank, N.A. Argentina Branch

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Mandatory legal reserve for Soles deposits of foreign financial institutions in Peru

  Peru's Central Bank increased the mandatory legal reserve requirement for foreign banks depositing local currency in the domestic banking system to 120% from 65% effective September 1st: –  Central Bank has been managing the mandatory legal reserve levels as part of its

monetary policy –  Peruvian Nuevos Soles reached a two-year high in August vs. the US Dollar.

  The measure seeks to deter "short-term speculative funds" from entering the Peruvian financial system and destabilizing the currency, affecting all capital inflow even in cases when funds are not speculative in nature.

  With a strong economy based on mining, energy and fishing, and a managed budget, Peru has become a renowned attraction for foreign investors.

  Citi local expertise provides an efficient solution to foreign investors managing local projects with structures that require to raise capital in foreign markets.

  Citi Agency and Trust can structure solutions that would allow to Foreign Financial Institutions to have Peruvian Soles as collateral for Project Finance or Collateralized Lending transactions without having to worry about the mandatory legal reserve or its associated cost.

Alejandro Espinel Citibank del Perú S.A.

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Brazil IOF – Tax over Financial Transaction

  IOF tax is applied over a range of different financial transactions

  Short Term Investments –  Tax rate decreases as the tenor of the investment increases. –  Tax doesn’t apply for investments over 30 days –  The tax applies over the earned interests

  FX (Regulations & Norms: Decree No 6.306/07) –  4 different type of FX taxes apply depending on the activity:

  Export of goods and services   Import of goods and services   Inflow from financial-related deals   Outflow from financial-related deals

–  Currently, most foreign exchange transactions are taxed at the rate of 0.38%   Companies which have dollars account in Brazil are waived of this fee

Andre Pina Citibank Brasil S.A.

* This material should not be considered as a tax advice, as for the correct definition and calculation of taxes na indivudual analysis of the transaction by customer is necessary. Banco Citibank S.A. is not authorized to perform tax advisory to its clients. Specific cases should be evaluate by customers with their own tax specialists.

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FX Regulations that apply to Offshore Accounts of Fideicomisos in Colombia

  In Colombia the Central Bank is responsible for Exchange Regulations and managing, recording and authorizing changes in foreign investment

  The regulations allows Trusts (Fideicomisos) to open and administer offshore accounts (in foreign currency) and register them as ‘Compensation’ accounts for collection of export receivables and debt service payments

  The opening, managing and closing of ‘Compensation’ accounts are subject to the reporting requirements of the Central Bank of Colombia and the Direction of National Taxes and Customs (DIAN, for its acronym in Spanish)

  Citi has the ability to open DDA accounts in New York and register them as ‘Compensation’ accounts in order to be authorized to make payments to foreign suppliers and make reserves and loan payments for a Project Finance transaction

  Citi has the ability to make the reports for the Colombian Central Bank according the Foreign Exchange regulation. Few fiduciaries companies in Colombia have this capability

John Rojano Cititrust Colombia S.A.

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Paul Burke Citibank, N.A.

Cross Border Capabilities & Services

Activity Key Citi Agency & Trust Services

Eurobonds

Escrow Escrow Agent, Account Administrator, Environmental Escrow

M&A Services Custodian, Tender Agent, Escrow Agent, Registrar, Exchange Agent, Closing Agent

Project Finance Security Trustee, Collateral Agent, Trustee, Escrow Agent, Depository, Accounts Bank

Structured Finance

ALM / Debt Exchange Exchange Agent, Trustee, Depositary, Registrar, Calculation Agent

Global Loans Collateral Agent, Account Bank, Administrative Agent

Issuing and Paying Agent, Trustee, Depository, Registrar, Calculation Agent, Fiscal Agent

Trustee, Paying Agent, Calculation Agent, Bond Analytics, Investor Reporting, Tax Reporting

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Agency & Trust is No. 1 in Service Month after Month

Agency & Trust has consistently been a top performer in DTCC’s Industry Report Card

Legend: 1 = Best 6 = Worst Latest DTCC ranking: May 2010

Rates Open at COB P/D - 1

Late Rates after 3:00 pm Cut-off on P/D

Amended Announcements

Amended Announcements 30

Days + after P/D Bank of America 4 1 6 6

Bank of New York Mellon 6 6 4 4

Citibank 1 1 1 1

Deutsche Bank 2 4 5 5

US Bank 2 1 1 3

Wells Fargo 5 5 3 2

Current DTCC Agent Report Card

  Rankings based on a percentage of an agent’s total rates –  Best three in each category highlighted in blue

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Lima Airport Partners

Trustee and Collateral Agent

Uirapuru

Collateral Agent and Depositary Bank

Peru LNG

Onshore and Offshore Collateral Agent

Select Latin America Transactions

ATE Project Finance

Collateral Agent

Itumbiara, Ituiutaba and Campina Verde Projects

Collateral and Depositary Agent

Transportadora de Gas del Peru

Collateral Agent and Trustee

IIRSA Norte, IIRSA Sur Tranches 2 and 3

Trustee, Indenture Trustee, Issuing and Paying Agent,

Registrar, Comparison Agent

Survial

Trustee and Verification Agent

Petrobras Revap / Refap

Collateral Agent and Depositary Bank

Terminal de Contenedores de Buenaventura

Collateral Agent and Trustee

Panama Canal Railway Co.

Collateral Agent, Trustee, Registrar and Paying Agent

Tenedora Nemak

Collateral Agent

Sociedad Minera Cerro Verde

Onshore and Offshore Collateral Agent

Votorantim purchase of equipment from Sinoma

Escrow Agent

Indiana Toll Road

Trustee

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