SMART

INFRASTRUCTURE
MANAGERS
Project Electron
Q1 2020

STRICTLY CONFIDENTIAL
NOT FOR DISTRIBUTION
Disclaimer
This document is for discussion purposes only and has been prepared solely as a preliminary document to provide certain
information about Smart Infrastructure Managers ("SIM"). Certain information contained in this presentation constitutes "forward-
looking statements", which can be identified using forward-looking terminology such as "may", "will", "should", "expect",
"anticipate", "target", "project", "estimate", "intend", "continue" or "believe", or the negatives thereof or other variations thereon or
comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to financial
condition, results of operations, and success or lack of success of SIM's investment strategy. Due to various risks and uncertainties,
actual events or results of the actual performance of any investment made by SIM may differ materially from those reflected or
contemplated in such forward-looking statements. There can be no guarantee that SIM will achieve its investment objectives or
otherwise achieve the same or similar performance described in this document. Past performance is not necessarily a guide to future
performance.

This presentation is not an offer to sell interests in any fund or other investment vehicle managed, or proposed to be managed, by
SIM (the “Fund(s)”) to any person or a solicitation to any person to invest in the Fund(s). Any such offer would be made only by
means of a confidential private placement memorandum (the “Memorandum”) and would be subject to the terms and conditions
contained therein. The information set forth herein does not purport to be complete. The Memorandum will contain additional
information about the terms and conditions of an investment in the Fund(s) and risk disclosures that are important to any
investment decision regarding the Fund(s). This document is qualified in its entirety by the Memorandum which should be read
completely before a prospective investor considers making an investment in the Fund(s). This presentation is strictly confidential and
is not to be copied, reproduced, provided or distributed in any manner, entirely or partly, without the approval of Robert Mah on
behalf of SIM. This presentation is accurate as of its date, and no representation or warranty is made as to its continued accuracy
after such date. Investments in the Fund(s) will be subject to limited liquidity and significant restrictions on transferability and resale.
Investors will be required to bear the financial risks of an investment in the Fund(s) for an indefinite period. Nothing contained
herein should be construed as legal, business, investment, tax or other advice. Each prospective investor should consult its own
attorney, business adviser and tax adviser as to legal, business, tax and related matters concerning the information contained herein.

None of SIM or the Fund(s), their affiliates or their respective directors, officers, employees or shareholders makes any
representation or warranty, expressed or implied, as to the accuracy, completeness or thoroughness of any of the information
contained in this document and none of such parties shall have any responsibility whatsoever with respect to the accuracy or
completeness of, or omissions from, any information in this document. Notwithstanding the foregoing and for the avoidance of
doubt, no representation or warranty, express or implied, as to accuracy, completeness or thoroughness is made by any other entity
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responsibility whatsoever with respect to the accuracy or completeness of, or omissions from, any information in this document. No
such parties are under any obligation to update any information in this document or correct any inaccuracies or omissions
therefrom that may exist or become apparent.

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 2

PROJECT ELECTRON
OVERVIEW

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 3

Investment
Proposition
Summary
Smart Infrastructure Managers (‘SIM’) focuses on ‘smart infrastructure’
• Investing where proven technologies can be used to improve the performance and generate new revenue
streams for existing infrastructure assets.
• Leveraging off strategic relationships with a global EPC firm (codenamed EPCCo) and a major global
Control acquisition of technology provider (codenamed TechCo) for value creation.
a leading alternative SIM has exclusivity to acquire Project Electron¹, one of the world’s largest utility-scale energy storage
energy storage integration business. Electron has two principal business lines:
integrator.
• Systems: The project-based design, procurement and installation of integrated battery storage systems.
A leadership • Enterprise: The provision of power systems management on a software-as-a-service (SaaS) basis.
opportunity in a high
SIM’s value creation strategy focuses on:
growth ESG oriented
1. Scaling Systems:
market.
• Exclusive partnership with EPCCo on projects having a value in the range of US$50MM to US$100MM
SIM/EPCCo provide or more provides a significant competitive advantage as the industry moves towards larger projects.
differentiation and • Building on Electron’s global experience and expertise in quality engineering and design safety.
competitive
2. Scaling Enterprise: Recurring revenues grow as Electron’s installed base grows.
advantage.
3. Aligning Sponsor’s Interests
• The vendor, a Global IT services corporation (codenamed ITCo) will retain a 20% equity stake and
continue to provide global relationships and legacy knowledge.
• EPCCo will obtain a 10% equity stake and through an affiliate anticipates creatingcreate a multi-tiered
partnership with Electron, including, large project delivery and bonding, technical services, joint
implementation strategy and seconded expertise in civil engineering.

SIM seeks a partner by 30 March to commit US$300MM (structured as Series A preferred equity with
warrants), co-lead the investor consortium and assist with execution of the value-add strategy.

1. Spin out of the Systems and Enterprise

business lines from ITCo Energy Services

| 4
Inc, a wholly owned subsidiary based in
Westborough MA of ITCo Corporation. STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
The Battery
Storage
Opportunity
The energy storage market is at an inflection point:

• Battery storage has become increasingly competitive on a levelized cost of energy (LCOE) basis, displacing
traditional peaking capacity.
• Merchant pricing is increasingly replacing renewable fixed price tariffs. This creates greater intraday
Battery storage costs
variability of energy prices. To achieve target returns, owners of solar and wind assets will increasingly need
fell 76% from 2012
to optimise energy provision via ‘smart’ energy storage and management systems.
and 2019; are now
cheaper than coal and • The large fleet of wind and solar generators built 20+ years ago are approaching the end of their initial lives.
gas generation in Re-powering opportunities naturally include investments in battery storage alongside upgrades to larger
some markets; and wind turbines and more efficient solar technologies.
are expected to be
cheaper than gas fired
peaking generation in Battery Cost Reductions (in LCOE) Projected Cost Curve vs. Peaking Technologies(1)
all major economies
by 2025.¹

The battery storage market is rapidly evolving form small scale to large scale (100 MW+) projects.

| 5
1. Bloomberg New Energy Finance H1 2019
report STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
The Battery
Storage
Opportunity
Energy storage market growth is underscored by the ability to present targeted energy solutions.

The global energy

storage market will
grow to a cumulative
942GW by 2040,
attracting US$620BN
in investment over
this period¹.

GWh Global Cumulative Energy Storage Capacity Forecast²

Other 3000
EV charging
2500
Commercial

Residential 2000
Distribution
1500
Transmission

Energy shifting 1000

Peaking capacity
500
Ancillary services
0
2018 2020 2022 2024 2026 2028 2030 2032 2034 2036 2038 2040

1. Bloomberg New Energy Finance

| 6
2. Bloomberg New Energy Finance 2018
Energy Storage Outlook STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
Profiling
Electron
Electron was acquired by ITCo in 2014 as a complement to ITCo’s battery manufacturing business. ITCo
has now exited the battery manufacturing business leaving Electron without a natural fit within ITCo’s global
corporate structure.

Electron senior management brings over 100 years of battery storage experience and 165 years of general
Control acquisition of Power industry experience including over 100 projects completed to date.
a top three global
Electron has two core but interlinked business lines with different fees structures: 1) Systems and 2)
battery integrator by
Enterprise.
MW.¹
Electron’s key competitive advantages include:
• Management with deep sector experience.
• Current pipeline of 1,500MW across 20 projects
• Geographic reach ‒ Presence and track record in all key markets. Recent significant geographic expansion
outside the US with new projects in Germany, Belgium, Brazil, Thailand, and China.
• Leading installed customer base from which to cross sell systems management.
• Successful operational track record with best-in-class safety statistics.
• Leading proprietary digital asset management platform.

Global Installed Base (MW Installed / Under Construction)²

Electron

Competitor 1

Competitor 2

Competitor 3

Competitor 4

1. ITCo Energy Solutions (ITCoES) 2019

2. BNEF , New Energy Outlook, June 2018 STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 7
Profiling
Electron Systems Business: A hardware business with one off fees
• The design, procurement and installation of integrated battery systems to:
Electron currently has ‒ store energy at low demand periods and deliver energy at high demand periods; and
over 700MW of assets ‒ load balance grid networks
installed or under
• Electron is technology agnostic. All deployments to date have been in Li-ion batteries given the
construction. technology’s dominance in new energy storage capacity.
• Electron requires capital for:
Electron’s pipeline
‒ Project Working Capital: Inventory and supplies (including battery purchases) and customer receivables
includes 20 new management (milestone based progress payments) .
opportunities ‒ Performance Warranty Credit Enhancement: Projects and post completion performance warranties.
aggregating
• Electron’s success rests upon:
1,500MW. Six are ‒ engineering expertise;
greater than 100MW, ‒ high standards of safety and reliability;
demonstrating the ‒ ability to negotiate most favoured nation (MFN) pricing from vendors; and
clear industry trend ‒ disciplined project delivery cost and time controls
towards greater size¹.

Also included in the

pipeline is a recently
awarded 250MW
project in Southern
California replacing a
planned traditional
peaker plant.

1. SIM Data Room and ITCoES 2019 STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 8
Profiling
Electron
The GSS Grid Energy Storage Platform lies at the heart of the Electron project integration offering .

Grid Scale
A flexible and •Energy from 1 MWh, Power from 800kW to
versatile grid-scale hundreds of MWh and MW
energy storage
Smart
platform.
•Proven Alice® controls platform, multiple
applications

Configurable
•Highly configurable design to match
application; high power 20 min duration to
high energy 4 hour+ duration

Experienced
•Over ~1GW installed, under construction, or
awarded

Safe
•Tested and certified multi-layer system safety

Cost effective
•In initial capex and long-term OPEX

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 9

Profiling
Electron
Systems Management (Digital Platform): A software business with ongoing fees
• Provides ongoing energy systems management through Alice, the industry’s most advanced digital asset
management platform¹.
• Data science tools (algorithms, digital twin, and increasingly AI/machine learning) enable continuous
Integrators are learning to optimize the system’s operation, particularly its charging/discharging and monetization strategy.
responsible for • The market requires long term performance warranties (typically backstopped by battery vendors).
maximizing the value • A high margin business that requires a scalable base of completed systems to become a significant EBITDA
of an energy system contributor.
by enabling all
available revenue
streams to be
captured, ensuring
constant availability,
and maximizing
system life. This
balancing act requires
substantial expertise,
as the overall ROI of a
project relies heavily
on the systems
integrator.
Electron has traditionally combined its software services with its hardware procurement, installation
and integration business.

• Going forward, Electron can develop a high margin, recurring SaaS business exploiting a rapidly growing
installed base of Electron systems.

• This will transition the Company from principally a provider of ‘one off’ installation/integrations to a multi-
line service provider in the renewable energy space.

1. ITCoES 2019 STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 10

Profiling
Electron1
The Alice Energy Storage Operating Suite is the heart of Electron’s proprietary digital systems
management platform1

The Alice® Suite

provides full
Alice®
GSS® Energy Storage Power Plant Integration and Management Platform
command, control,
monitoring and Alice® Core Alice® Controls Alice® Command Services
management Basic controls and functional Integrated, site level, Intelligent monitoring features with asset and fleet management services
autonomous operating modes
functionality to
safety

energy storage assets Frequency Control

Alice® BMS, Firmware, Basic OS
located anywhere in (Energy Management System)

the world. Reactive Power Control

Active Management and

Monitoring of Rack, Module, PCS,
SwG, Meter Power Limiting

DC Coupled PV + Storage
P/Q Command

Renewable Integration Expanded Data Services

User Interface, Safety Controls, Software & Configuration

Remote Monitoring 24 x 7 Monitor Assets
Alarms / System State Conditions Mgmt. & Upgrades
and more…
Workflow Process
Digital Twin Store and Visualize Data
Management
Alarms Monitoring/
Site Equipment Emulator Warranty Reporting
Notification/Escalation
Preventative
Alliance Partner Apps Manage Warranty
Maintenance

1.ITCoES 2019 STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 11

Commercial
Due
Diligence
TechCo and Electron conclusions on scalability are clear.

Conclusions
Key Business Requirements1 Fit

Scalability (ability to scale across multiple operating entities)

System Architecture (IT infrastructure, storage, network, operating system, database)

Security (Firewall, DNS, malware protection, network security, intrusion protection,

encryption)

Functionality (Real-time SCADA, NERC compliance, scheduling and accounting, cost

management, battery optimization, AI based data analysis)

Multi-tenant (ability to support multiple tenants on platform)

Interoperability (ability to interoperate with other battery management systems)

EMSaaS (delivery of energy management service as a service to customers)

Price Forecasting (ability to track and forecast energy market pricing)

Key

Low Degree of Fit with Medium Degree of Fit with High Degree of Fit with
Requirement Requirement Requirement

1.SIM and TechCo STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 12

SIM’s Value
Creation
Strategy SIM:
ITCo:
• Co-chair the investor consortium
• Client relationship access
• Design and implement Electron’s specific
value creation strategy • Global reach
Provide capital to • Industry and legacy expertise
• Deal structuring and access to equity capital
exploit the current
• Structured working capital to support new • Initial fee income
and prospective
client warranties
business pipeline.
Leverage off EPCCo’s
relationships to scale
both Electron TechCo1: Electron:
business lines. • Perspective on the energy • Experienced management
Leverage off TechCo’s systems digital platform BUILD THE NO. 1 team
technology expertise. • Assist in further development GLOBAL ENERGY • Track record
of energy systems digital STORAGE • International presence
platform technology INTEGRATION
• Existing customers
BUSINESS
• Backlog buildout visibility

EPCCo: Financial Partner:

• EPC project management expertise • Capital
• EPC project performance guarantees & • Co-chair the investor
bonding consortium
• Competitive global procurement • Value creation strategy
• Incremental global power client relationships implementation
1. Through TechCo’s s participation on the
SIM Advisory Board TechCo is providing

| 13
DD support and advice on the transaction,
and will not be a shareholder in Electron. STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
Financials
SIM will acquire the Systems and Enterprise business lines of ITCo through a HoldCo/NewCo
structure controlled by SIM. Consideration to ITCo is a 20% shareholding and US$75MM in Series B
preferred equity (8% preferred dividend).

SIM seeks a partner to commit US$300MM Series A preferred equity with warrants (12% preferred
coupon) by 30 March.

Use of proceeds is as follows:

• US$200MM to cover working capital and transaction expenses.
• US$100MM to backstop standby letters of credit issues to support Electron’s performance warranties
over time.

An additional US$200MM in co-investment opportunities may be available to fund Electron

customer projects.

RISK/RETURN PROFILE

• Core plus risk profile

• Strong secular sectoral tailwinds
Project Electron • EPCCo and TechCo relationships add
Target Base Case value
Gross IRR
• EPCCo’s role creates a differentiator in a
19% - 21%¹
high growth industry
• Technology and project domain expertise
is a source of differentiation and
competitive advantage

1.Assumptions can be found in the data

room. The Target Base Case return
referenced is neither a guarantee nor a
prediction of future performance and
there can be no assurance that the
investment objectives or investment

| 14
strategy will be achieved or that investors
will receive a return of their investment. STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
 APPENDIX 1

Electron Management Biographies

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 15

Key ITCo
Energy
Solutions
Team
Members CEO
Holds over 30 years of
leadership experience
including as former Senior
A senior team Executive of the Samsung
with close to 200 Group & Chief Marketing &
Sales Officer of Samsung
years of combined
Engineering.
experience.
Former Vice President and
Corporate Officer of General
Electric growing their
ecomagination environmental
initiative to US$18BN.
VP ENGINEERING
Holds over 30 years of
experience in new product
development, design and
engineering after holding the
position of VP of Engineering
for A123 Energy Solutions.
Former senior positions at
MTI MicroFuel Cells and VP of
Engineering for Polaroid Corp.
CFO
Brings 27 years of financial
leadership experience, with
the last 18 years in the
alternative energy industry.
Former CFO of leading US
biomass-to-energy facilities
firm ReEnergy Holdings after
successful tenures at
Evergreen Solar, notably as
VP of Finance and at Boston
Consulting Group where he
held senor finance positions.
VP OPERATIONS
Brings 25 years of broad
leadership experience in
industrial operations
Previously Executive VP of
Manufacturing & Operations
with capital equipment life
sciences firm Eppendorf
leading major manufacturing
and supply chain
modernizations across the
300+ employee firm.
VP RESEARCH & TECHNOLOGY
Holds over 30 years of
experience in electric utilities,
uninterruptible power
supplies, advanced energy
storage, battery systems,
communications,
manufacturing & construction.
Prior lead of building the core
systems engineering capability
for A123 Energy Solutions
Group prior to ITCo ES’s
acquisition.
VP & GENERAL COUNSEL
Holds 18 years of domestic
and international legal
experience in project finance
and energy performance,
renewable energy
deployment and energy
financing/contractual
negotiations and M&A.
Prior counsel at Ameresco
and senior counsel at MFS
Investment management.
STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
VP SERVICES
Brings 20 years of experience
in engineering and operations
management, with prior roles
including director of product
quality at Schneider Electric’s
power business.
Former director of
manufacturing at DMC
Manufacturing and senior
positions at General Electric
and Lockhead Martin.
VP MARKETING
Brings over 13 years of
experience in energy storage
technologies and applications
Prior to ITCo, he held roles at
A123 Systems, a lithium ion
battery start-up, YankeeTek
Ventures, an early-stage
venture capital fund, and
business development and
materials science R&D at
Saint-Gobain.
| 16
 APPENDIX 2

Smart Infrastructure Managers

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 17

Key Team
Members
SIM leverages off its Senior Advisors, EPC & technology partners for sector expertise, deal flow and
value creation

A senior team
with 150+ years
experience (30+ years
ROBERT MAH
collectively together)
Managing Partner
Former Executive Vice President
Private Investments, AIMCo
(managing C$8BN infrastructure
assets/$26BN AUM overall)
Senior Advisor with The Boston
Consulting Group
KEVIN ROSEKE
Partner
Former Director of
Infrastructure Investments for
AIMCo managing C$2.5BN
infrastructure portfolio
Former Head of AIMCo’s
London Office
CHRISTOPHER LEE
Transaction Partner
Founder of Highstar Capital
Transactional and operational
expertise: EPC experience/P3
and Smart City/Transportation/
Telecommunications & Energy
CARLOS CORDERO
Cisco Systems/Telecom
Director Global Infrastructure
Funding Cisco and Global
Infrastructure Funds (private
equity Digital Infrastructure)
23 years experience and domain
expert in Telecommunications
& Transportation

IDENTIFIED HIRE IDENTIFIED HIRE IDENTIFIED HIRE

CFO/COO
16 years of experience including
eight for one of Canada’s largest
institutional pension funds
Worked closely with SIM Co-
Founders for over eight years
Managing Director
20 years of experience across the
telecommunications and
investment industries
Worked closely with SIM Partner
for seven years
Vice President
Seven years of experience
including more than five years of
principal investing experience
Worked closely with SIM Partner
for approximately two years

IDENTIFIED HIRE
Associate
Four years of experience
including investment banking
and principal investing
Worked closely with SIM Partner
for more than a year

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 18

Team
History
1997-
Present 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Rob Mah

Christopher Lee
An experienced
team with continuity Kevin Roseke

and extensive Pending CFO/COO

domain expertise.
Senior Advisor

Carlos Cordero

SIM Relationship AIMCo & Highstar Relationship TechCo Relationship EPCCo Relationship Morgan Stanley Relationship

Infra Pension Digital Digital PE P3

Capability SIM GPs Plans SWFs Alpha Bridge Funds Funds
Deep relationships with Private Infra Owners
(SWFs, Global Infra GPs, Direct Pensions)

Deep relationships with Public Infra Owners

(Municipalities, Local Planning Authorities)

Brownfield Infra Investment Experience

Digital Infra; Smart City P3 experience;

P3/Development Greenfield Experience

Exclusive EPC relationship

Buyout Experience

Domain Expertise with Municipalities,

Local Planning Authorities

Lower Table is based on the Founders

| 19
assessment of the competitive landscape
and skills attribution STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
SIM
Founders
Investment
Experience
This chart is compiled by the SIM Founders
and represents investments which all three
collectively worked on (InterGen, Alicetar
and Highstar Linden) and investments
which Messrs. Mah and Roseke worked on
(all others).
NORTH AMERICA
Kemont
Late-stage, greenfield development
windfarm with capacity of 101 MW
First Wind Renewables
Two wind energy projects with total
of 145 MW greenfield development
Highstar Linden
Two natural gas-fired cogeneration
facilities with 978 MW capacity
Howard Energy Partners
Integrated midstream services
provider involved from wellhead to
market
sPower
Uutility-scale renewable energy
projects, whether solar, wind
Portfolio of 150+ operating projects
in the US
Puget Sound Energy
Oldest and largest energy utility in
Washington state
Alicetar Holdings
PPP of Luis Munoz Marin
International Airport in Puerto Rico
SOUTH AMERICA
Grupo Saesa
Chile’s second largest electricity
distribution and transmission
network
Autopista Central
Chilean toll road with 61km
concession that runs to 2031
GLOBAL
InterGen
Power generation/developer
owns over 3,350MW of
generating capacity
Broadcast Australia
Owns and operates Australia’s
extensive broadcast
transmission network
Transit Wireless subsidiary is a
leader in rapid transit cellular
STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
EUROPE
Arqiva
Broadcast transmission facilities in
UK (incl. commercial Wi-Fi/smart
meters)
Sutton & East Surrey
UK water supply company that
serves over 282,000 homes and
businesses
Thames Water
Regulated utility - UK’s largest
water/ wastewater provider
London City Airport
Only international airport in London
serving over 4.5 million passengers
a year
Porterbrook
One of three major ROSCOs (rolling
stock operating company) in the UK
CLH Group
Owner/operator of refined oil
storage in Spain: over 4,000km of
pipeline and 38 oil storage facilities
Eolia Renewables
Development, construction and
operation of wind and solar parks,
with 669 MW portfolio
AUSTRALIA/NZ
Great Southern Plantations
Rural land portfolio of over 2,500
km2 in prime forestry and
agricultural regions across six
Australian states
| 20
SIM
Founders
Smart Design, build, finance, and operate a high-speed cellular system for all
underground stations in the New York City subway system
Infrastructure • A path breaker providing advanced cellular, Wi-Fi, & fiber technology
Investing1
BROADCAST
AUSTRALIA • Won an exclusive long-term contract with Metropolitan Transportation
Authority and New York Transit Authority
• 283 underground stations and 160 miles of fiber and serves 5.7m
daily riders
A history of
thinking SMART.

Rail Sector Smart Solutions - digital & battery technology

• Dedicated digital team in partnership with Elastacloud, a leading data
science consultancy, improved data usage for maintenance, fuel usage,
and customer cost savings & revenue growth
PORTERBROOK
• Converted old trains to lower emission power sources
• Partnered with the University of Birmingham Centre for Railway Research
& Education (created the UK’s first hydrogen powered train)

Renewable & sustainable technologies en route to become carbon neutral

by 2020

LONDON CITY Digital Air Traffic Control tower - global first for airport size (2020)
AIRPORT
1.Broadcast Australia, Porterbrook and
Microgrid driving long-term safety, resilience & efficiency
London City Airport are investments
which Rob Mah and Kevin Roseke worked
on at AIMCo. London City Airport is an
• 28% reduction in its carbon emissions per passenger since 2013, holding
investment which Christopher Lee worked
on during Highstar’s prior 25% ownership.
Level 3 Airport Carbon Accreditation. Intends to become carbon neutral
2.Airport Technology, London City Airport
to deploy smart, sustainable technologies,
by 20202
2019: https://www.airport-

| 21
technology.com/news/london-city-
airport-smart-technologies/ STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
SIM’s
Strategic
Relationships
SIM benefits from exclusive deal flow, execution capabilities and domain expertise via strategic
relationships with:

EPCCO TECHCO

A major global engineering, construction and project One of the world’s largest technology infrastructure
management business companies with approximately a third of the market
on average across its core businesses according to
Synergy Research Group1.

Neither EPCCo nor TechCo hold ownership or governance positions in SIM so as to mitigate conflicts of interest.

SOURCING GLOBAL RESOURCES AND SCALE

Proprietary access to pipeline of Access to network of

existing and prospective smart people and resources
infrastructure projects
Long track records of delivering
Combined potential deal flow turnkey solutions in transportation,
of US$4BN power and telecommunications

Active in all major areas of Close relationships with major

infrastructure and implementation Smart infrastructure players

Expertise in SIM’s core verticals: Longstanding and deep sovereign

transportation, energy & and government relationships to
telecommunications help assess political risk

1.TechTarget Network, TechComarket share

report shows big lead for the vendor,
DOMAIN AND EXECUTION EXPERTISE WIDE NETWORK
2017:
https://searchnetworking.techtarget.com/

| 22
news/450410855/TechCo-market-share-
report-shows-big-lead-for-the-vendor STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
ESG =
Value Creation
in Smart
ESG Considerations are Incorporated throughout the SIM Investment Process.

Infrastructure
1 2 3 4

ESG principles
integrated into
POLICY IMPLEMENTATION DUE DILIGENCE REPORTING AND
investment strategy
AND MONITORING TRANSPARENCY
and process.
Evaluate opportunities Applied to all Identified 23 Key ESG Strive for full
within the ESG investments Metrics to apply for due transparency with
Policies framework in portfolio companies diligence and monitoring investors and will comply
with international
Implement ESG Policies Senior management of Each new investment
standards of disclosure
across portfolio portfolio companies and submitted to final
on environmental, social,
companies SIM will be fully involved “Investment Review Team”
and governance issues
in ESG implementation will be reviewed using
Improve ESG
SIM’s 23 Key ESG Metrics Provide an ESG Annual
performance and
in order to identify Report to our Limited
minimize risks in ESG
strengths, weaknesses, Partners as well as
related areas
and areas for update: (i) our Limited
Adhere to the American improvement Partners on ESG at every
Investment Council and including risks AGM; and (ii) the LPAC
UNPRI responsible on quarterly calls
During the first 100 days
investment guidelines
of each portfolio Provide a completed
company, an ESG UNPRI ESG Due
Scorecard with rankings Diligence Questionnaire
for the applicable metrics during its fundraise
will be produced
for monitoring purposes

Source: SIM Founders STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 23

ESG =
Value Creation
in Smart
23 KEY ESG METRICS
Infrastructure ENVIRONMENTAL
ESG principles
integrated into
investment strategy
and process.
1. Air and water pollution
(e.g., traffic management
systems)
2. Deforestation (e.g., intelligent
materials and transportation)
3. Energy efficiency
(e.g., smart power grids)
4. Hazardous materials
(e.g., leak detection)
5. Land degradation (e.g., smart
storm and flood management)
6. Resource depletion (e.g.,
renewables, EV infrastructure)
7. Waste management
(e.g., leak detection)
8. Water conservation
(e.g., smart water meters)
Source: SIM Founders
SOCIAL GOVERNANCE
1. Customer satisfaction 1. Accounting standards
(e.g., e-government)
2. Anti-competitive behavior
2. Data protection
3. Board composition
(e.g., network security)
4. Anti-bribery and anti-
3. Employee recruitment
corruption
and retention (e.g., remote
social infrastructure) 5. Business ethics
4. Labor standards 6. Compliance
(e.g., information 7. Executive remuneration
management systems)
8. Risk management
5. Privacy (e.g., network security)
6. Safety (e.g., smart lighting,
sensors on new construction)
7. Supply chain management
(e.g., smart distribution)
STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 24
SIM’s
Positioning
in the

X > 1bn
Marketplace

Digital Colony Partners

Smart
Infrastructure
Peppertree Managers
GI Data
Latest Fund Size US$

Capital Fund
Infrastructure Fund
VII

Columbia
IPI Data
Capital Infrastructure
Center
Equity Technology
Partners
Partners VII Fund
Fund I
SDC Digital National Digital Alpha Sidewalk
Infrastructure Digital CMNG Advisors Infrastructure
Opportunity Infrastructure (TechCo) Partners
Fund I Fund (NDIF)

Digital
360 Capital Global
X < 500mn

Infrastructure
Digital Infrastructure Smart City
Investment
Platform Infrastructure Fund
Partners
Source: FIRSTavenue. Size of bubble
provides an illustrative depiction of the
approximate size of the Manager’s assets
Towers/Data Centre Fibre Smart City Smart Infrastructure
under management as related to the asset
class. This analysis represents a
FIRSTavenue work product as of November
2019. While FIRSTavenue believes this data
is a fair estimation of the competitive

| 25
fundraising environment, FIRSTavenue
makes no representation as to its accuracy. STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION.
SIM Value
Added:
Our Team

Leveraging SOURCING DILIGENCE “SMART” SOLUTIONS EXIT

technology and Capitalize on SIM’s Apply domain Optimize existing Multiple paths to exit
sustainability early mover advantage expertise and prior P3 assets with Smart and monetization:
solutions as a key and domain expertise experience to assess technology solutions
• Sale to strategic
to identify technology- and mitigate risk and digital business
value driver. buys
driven opportunities models
Leverage EPCCo and
• Financial buyers with
Leverage EPCCo and TechCo relationships to Appoint management
lower cost of capital
TechCo’s proprietary evaluate project teams with domain
Smart Infrastructure delivery and expertise and • Recapitalization
pipeline technology viability experience capable of
• Public offerings
optimizing assets with
Utilize SIM’s network Assess opportunities
Smart solutions
established from prior within SIM’s ESG
innovative P3 projects Policies including Scale Smart
improving the Infrastructure
Create well-aligned
efficiency and opportunities
opportunities matching
sustainability of leveraging Founders’
strategic partners with
existing assets relationships with
infrastructure capital
counter parties
(e.g. local authorities)

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 26

Important
Notice
NOTICE TO NON-US INVESTORS
This document has been issued by First Avenue Partners LLP, which is authorised and regulated by the Financial Conduct Authority
(“FCA”) for distribution by (i) First Avenue Partners LLP, (ii) First Avenue Partners (London) Limited, which is an Appointed
Representative of First Avenue Partners LLP and (iii) in Hong Kong only, First Avenue Partners (Asia) Limited (CE number: BGY753),
which is licensed by the Hong Kong Securities and Futures Commission (“SFC”) to conduct Type 1 (dealing in securities) regulated
activity in Hong Kong, together hereinafter referred to as (“First Avenue Partners”). This document is confidential and its sole
purpose is to serve as a foundation for discussions regarding SIM (the “Fund”).
The Fund is defined as an Unregulated Collective Investment Scheme (“UCIS”) and the promotion of a UCIS either within the UK or
from the UK is severely restricted by statute. This document and the information in this document does not constitute, or form part
of, any offer to sell or issue, or any solicitation of an offer to buy or subscribe for, any shares or other securities in the Fund. In
deciding whether to invest in the Fund, prospective investors should read the entire confidential Private Placement Memorandum,
including the information about risks associated with an investment in the Fund and the material terms of the Fund’s constituent
documents. By accepting delivery of this document, the recipient pledges to use this document solely for the stated purpose and
not to share it with any other party without the written permission of First Avenue Partners.
First Avenue Partners have not independently verified the information in this document (except to the extent necessary to approve
this document in accordance with the relevant rules in the Conduct of Business Sourcebook of the FCA Handbook (“COBS”)) and no
warranty, express or implied, is made as to the accuracy of the information contained in this document by First Avenue Partners, the
Fund or anybody else. No responsibility or liability, whether direct or indirect, express or implied, contractual, statutory or otherwise
except to the extent required by applicable law, can be accepted by First Avenue Partners or the Fund for the contents or accuracy
of this document or any omission from this document. A future offer, if any, to invest in the Fund, may be made on terms different
from those described herein, and the information contained herein should not be relied upon in conjunction with any investment
decision.
This document is only to be made available to ‘relevant persons’ for whom First Avenue Partners are legally able to distribute to and
must not be acted on or relied on by persons who do not meet the ‘relevant persons’ definition below. ‘Relevant Persons’ are any of
the following: (a) professional and eligible counterparties as defined by the FCA; (b) “professional investors”, as defined regulation
2(1) of the Alternative Investment Fund Managers Regulations 2013, as amended from time to time; in (c) persons who have
professional experience of participating in unregulated schemes, falling within article 14(5) (“investment professionals”) of the
Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (as amended) (the
“PCIS Order”); (d) persons falling within article 22 (“high net worth companies, unincorporated associations etc.”) of the PCIS Order;
(e) persons of a kind to whom the opportunity in this document may otherwise lawfully be promoted by an authorised person by
virtue of the PCIS Order 2001 and relevant COBS rules from time to time; (f) professional investors within the meaning of the
Securities and Futures Ordinance (Cap 571, Laws of Hong Kong) (“SFO”) (including professional investors as defined by the Securities
and Futures (Professional Investors) Rules (“SF Rules”); and (g) persons to whom the communication may otherwise lawfully be made
in the United Kingdom or any other jurisdiction.
First Avenue Partners is exempt from the requirement to hold an Australian financial services licence in respect of the financial
services it provides to wholesale investors in Australia under ASIC Class order 03/1099 and is authorised and regulated by the FCA
under UK laws, which differ from Australian laws.

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 27

Important
Notice
NOTICE TO NON-US INVESTORS (CONT.)
This document is not a prospectus or product disclosure under the Corporations Act 2001 (Cth) of Australia. Accordingly, interests in
the Fund may not be offered, issued, sold or distributed in Australia other than by way of or pursuant to an offer or invitation that
does not need disclosure to investors either under Part 7.9 or Part 6D.2 of the Corporations Act, whether by reason of the investor
being a wholesale client (as defined in section 761G of the Corporations Act and applicable regulations) or otherwise. Nothing in this
document constitutes an offer of interests in the Fund or financial product advice to a 'retail client' (as defined in section 761G of the
Corporations Act and applicable regulations). The issuer of this document is not licensed in Australia to provide financial product
advice including in relation to the Fund. Note that as all investors must be wholesale clients, no cooling off rights are available.
Unless otherwise stated, all data has been provided by SIM and except to the extent necessary to approve this document in
accordance with the relevant COBS rules has not been verified by First Avenue Partners.
Hong Kong residents are advised to exercise caution in relation to this offer. The Fund is not authorised by the SFC in Hong Kong
pursuant to Section 104 of the SFO. This document has not been approved by the SFC in Hong Kong, nor has a copy of the
confidential Private Placement Memorandum been registered with the Registrar of Companies in Hong Kong and, must not,
therefore, be issued, or possessed for the purpose of issue, to persons in Hong Kong other than (1) professional investors within the
meaning of the SFO (including professional investors as defined by the SF Rules); or (2) in circumstances which do not constitute an
offer to the public for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32, Laws of Hong
Kong) or the SFO.
Past performance is not indicative of future results. The value of your investment may go down as well as up, and you may not
receive upon redemption or maturity the full amount of your original investment. Participation in the Fund should only be made by
persons with experience of participating in unregulated schemes and any other person who receives this document should not rely
upon it.
First Avenue Partners have not taken any steps to ensure that investment in the Fund would be suitable for any particular investor.
Each potential investor should carefully review all legal documentation relating to such investment and also consult with its
independent financial advisor, lawyer or accountant as to legal, tax and related matters to which it may be subject under the laws of
the country of residence or domicile concerning the acquisition, holding or disposition of any investment in the Fund.
First Avenue Partners LLP and First Avenue Partners (London) Limited are registered in England and Wales, registered numbers
OC319893 and 10153801 respectively. First Avenue Partners (Asia) Limited is registered with the Companies Registry in Hong Kong,
registered number 2270142. Their respective registered addresses are:

CONTACT: First Avenue Partners (Asia) Limited

Suite 2803
First Avenue Partners
28/F Man Yee Building
Swan House, 3rd Floor
68 Des Voeux Road
17-19 Stratford Place
Central, Hong Kong
London W1C 1BQ
Tel: +852 3897 2500
Tel: +44 20 7016 6600
Email: info@firstavenue.com
Email: info@firstavenue.com
Website: www.firstavenue.com
Website: www.firstavenue.com

STRICTLY CONFIDENTIAL. NOT FOR DISTRIBUTION. | 28