PPP A WAY TO MODERNIZE CURRENT CONCESSIONS. Barcelona, November 2016

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PPP A WAY TO MODERNIZE CURRENT CONCESSIONS Barcelona, November 2016

Index 01 Introduction 02 Autopista del Aconcagua SCADA Historical 03 Transformation Needs 04 PPP Foundations 05 Framework Agreement 06 Risk Distribution 07 Conclusions

01 Introduction Concessions in Chile Chile is the leading country of Latin America and the Caribbean region in private investment infrastructure. Chile Chile is an OCDE country. Highest PIB per capita (PPP) of Latin America an the Caribbean region. Chile has one of the most successful concession model with more than 20 years of experience and with a total amount of investment of MMUS 9.6. Best Infrastructure Private Investment Attractiveness Index of the region. SCADA Santiago SCADI Sources: World Economic Forum and Copsa, AG Standard & Poor Investment-grade: Foreign currency : A+ Local currency : AA Spread Treasure Bond : 110 bps.

01 Introduction In Chile the interurban road concessions connecting Santiago were granted in the 90s. These accesses were characterized by the typical demand for longdistance traffic. These road axes were granted through PPPs, with a focus on increasing the country s capacity and improving its connectivity. Due The State, to Santiago s throughquick the Ministry expansion, of the Public economic Works (MOP), boom, population granted private and automobile concessions covering park growth, long distances these accesses ( 200 kms). changed from being interurban connectors to the structuring axes of the city in just a few years. The initial road design lagged behind. There were strong congestion, traffic saturation and high accident rates. Second generation Urban Highways More then 40 road concessions have been awarded since 1995 to local and international consortia Rutas del Pacífico 110 kms (West Access) Autopista del Sol 109 km (West Access) SCADA 218 kms (North Access) Autopista Vespucio Norte 29 kms (Urban Highway Costanera Norte XX Km (Urban Highway) Autopista Central 32 km (Urban Highway Radial Nor Oriente XX Km (Urban Highway) This presentation describes the unique case in which the SCADA concession (Aconcagua Highway) through a city focused PPP faces a road lag in the North Access to Santiago. Ruta del Maipo 200 km (South Access)

02 SCADA Historical (1 out of 2) Los Vilos Km. 229 Pichidangui Toll Plaza Km. 193 SCADA Concesión Ruta 60 March 1997, Chile's Ministry of Public Works granted a concession to SCADA for the section of the North Pan American Highway(Route 5)that extends from the North Access to Santiago to the city of Los Vilos. It is almost 220 kms in length. Chile Los Vilos SCADA Santiago de Chile Valparaíso Concesión Ruta 60 Concesión Rutas del Pacífico Las Vegas Toll Plaza Km. 89 Cuesta La Dormida Lampa Toll Plaza Km. 26 Autopista Los Libertadores Km. 11 Santiago Acceso Vespucio Norte The concession started in 2001. Its original works aimed at making long distance traffic more expeditious and safer by incorporating a second road, return links and pedestrian bridges. The concession has been active for 15 years and was originally scheduled to end by 2021. Following changes in the land use of Santiago s Urban Plan, the improvement of its ring road (Vespucio Ave) and the operation of the urban highways in the city, the North Access to Santiago (15 kms of URBAN SECTION) became an industrial park for new companies, cargo distribution centers, shopping centers and new residential neighborhoods, along with new inhabitants moving to their direct surroundings. A few years after it was put into service, the URBAN SECTION is no longer a road embedded in rural areas. It has become an essential roadway within the city of Santiago. Even before the concession ended. The concession contract did not allow new investments. NEGOTIATION

02 SCADA Historical (2 out of 2) 2003 2016 Urban Section Urban Section In the last 30 years, industrial growth around the URBAN SECTION has represented 48% of the accumulated industrial growth in the Metropolitan Region of Santiago. From 1990 to 2015, the automobile park went from 1.314.129 to 7.314.305. Santiago concentrates 56% with 4.121.355 vehicles. The Real estate growth around the URBAN SECTION has been the highest growth in Santiago, 13% in recent years. With an increasing number of real estate projects in Santiago. Today the URBAN SECTION surroundings have 5 times more inhabitants than 20 years ago. From 41 thousand inhabitants in 1990 to 205 thousand in 2010, a 403% increase. Growth potential for 2020 is 290 thousand inhabitants.

03 Transformation Needs The URBAN SECTION was designed to meet long distance demand, but quickly faced purely urban demand, characterized by the typical peaks during working days. The URBAN SECTION s infrastructure and customer service lagged behind the industrial and real estate dynamics of its surroundings. A highaccident rate. 50% of accidents and 60% of pedestrian accidents were concentrated in the first 15 kms of the 218 km concession. High lateral friction. Maximum lane capacity was exceeded. Lack of connectivity with local roads. Lack of pedestrian connectivity. Bike Paths Road safety devices outdated according to current road design regulations.

04 PPP Foundations An early investment was required to expand and modernize the infrastructure and service level of the first 15 kms of SCADA to bringit up to the city s road standards. There was concern and pressure from citizens and industrialists towards the Ministry of Public Works and the Concessionaire regarding the high accident rate and the productivity drop caused by the existing infrastructure. Faced a lack of resources due to the 2010 earthquake (Feb 27 th ) of 8.8 Mw, had forced it to reallocate resources for reconstruction. The remaining term of the concession was still too long to re bid and include such a transformation (Negotiation with MOP) Within the framework of the PRIVATE PUBLIC PARTNERSHIP (PPP), a joint effort was required between the MOP and the Concessionaire to transform the SCADA URBAN SECTION Joint basis between the MOP and SCADA Pay for use, the main pillar of the concession system in Chile. Financed by the project itself, avoiding State contributions as much as possible. Productive leverage. Accepted and integrated into the environment. Terms and risk distribution allowing bank financing.

05 Agreement Framework (1 out of 4) SCADA funds, designs, executes investments, manages, controls, maintains and operates the project. The projects were reviewed and approved by the MOP. Awarded Price Contractor Road works construction Contract 163 M FCC Collection system and traffic management Contract 19 M KAPSCH The MOP approves the design, modifications and the executed works by SCADA, supervises the execution of the agreement, inspects the quality of the works, registers the executed investments and the compensations to SCADA.

05 Agreement Framework (2 out of 4) Construction Price Execution Deadlines Boundary Conditions Lump sum price in real amount UF (Chilean inflation indexed unit) It is the result of a private (invitation only) bidding that SCADA prepares. It is governed by preconditions established by the MOP. Maximum price allowed defined by the MOP, otherwise the bidding is not successful. Deadlines for (i) informing invitees of the bidding, opening bids and adjudications, (ii) construction of works and implementing systems, and (iii) signing contracts with contractors. The execution period start date and the completion date. Company return to the investment is included in the amount Guarantying traffic flow through a free flow electronic toll system Service changes and Environmental Mitigation are not part of the price. These are recognized as added values. Expropriations are the responsibility of the MOP, which commits to a deadline. Guarantee of full compliance: 5% of the contract price. Insurance during Construction & Exploitation: under the Concession Contract. Risks: applies the Concessions Law and the Concession Contract due to unforeseeable circumstances / force majeure. Project risks, site conditions and construction risk are transferred to the Builder. The force majeure is treated as established today in the Concession Contract. Excludes risks for acts or omissions of the MOP and other public authorities.

05 Agreement Framework (3 out of 4) New pricing of an urban segment embedded in a long distance road concession. Los Vilos Km. 229 Pichidangui Toll Plaza Km. 193 SCADA Concesión Ruta 60 Interurban Section Current pricing is not altered, with upfront payment in order to go through, with barriers, cash payment and in 3 trunk tolls. Single rate differentiated by type of vehicle, according to number of axles. Long distance traffic with peaks on normal or long weekends. Valparaíso Concesión Ruta 60 Concesión Rutas del Pacífico Las Vegas Toll Plaza Km. 89 Cuesta La Dormida Lampa Toll Plaza Km. 26 Km. 11 Autopista Los Libertadores Santiago Acceso Vespucio Norte Urban Section Payment by kilometer traveled with an OBU device. Free Flow gantries fee 4 per roadwaypostpaid mode to billing address. Differential rates in normal and peak hours, by type of vehicles classified by volume. Typical city traffic with working day peak schedules. Integrated & interoperable with the other urban highways with free flow system New pricing system segmented by demand characteristics. There is no cross subsidy between different sectors of the concession to finance other works in the city. Segment charging by user type (a) Frequent Users (b) Infrequent Users. The use of postpaid OBUs in the project interoperable within the urban highways of the city allows adherence to the existing collection model, which currently has a volume of more than 2 million OBUs (Database).

05 Agreement Framework (4 out of 4) A State insurance was agreed on for uncollectible debt those who do not pay which is 5% of the potential annual income. When smaller percentages are reached, the profit is shared between the MOP and SCADA. 2.500 2.000 1.500 1.000 500 0-500 -1.000 MUF 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 AÑO The MOP compensates the Concessionaire with: Revenues from new pricing for the Urban Section collections. A 2 year and 2 month concession extension, from February 2021 to March 2023 Investments that SCADA finances and executes and the revenues it collects are recorded month by month in the Investment and Compensation Account. Investments are recorded in the account with a negative sign. Revenues are recorded with a positive sign. The registered values are updated monthly with the agreed discount rate (NPV). MOP compensation ends when NPV = 0. The MOP pays SCADA the difference only if at the end of the concession that balance has not occurred. On the contrary, if the NPV > 0 before the end of the concession, SCADA pays the positive difference to the MOP monthly. -1.500-2.000-2.500-3.000-3.500-4.000-4.500 Inversión Ingresos FF Ingresos Interurbanos Opex Compensación

05 Risk Distribution SCADA STATE (MOP) Demand, mitigated by the "Investment and Compensation Account compensation system. Financing the project. Deadline compliance. Quality and execution of the works. Execution of financing contracts and contractors. Uncollectibility above 5%. Integration or compatibility of the execution of road works contracts and systems. If "Investment and Compensation Account" NPV < 0 at the end of the concession, the MOP will have to pay SCADA the balance. However, the MOP receives SCADA payments if there is early compensation. Changes in utility services and environmental mitigation measures. Expropriation process, legal and financial Payment of O & M costs during the extension period Payment of unpaid transits at the end of the concession period

06 Final Remarks How to Built Accesses to a Smart City This PPP allows works representing the 2 nd most important road investment in Stgo today. Conversion of the Urban Section of the motorway (first 15 km.): improvement and extension to additional lanes and new interchanges New Free Flow System implementation in the Urban Section (Traffic & Toll System) Incorporation of a free flow multi laneetc system at the toll plaza Others: renewal of pre existing bridges, new safety works, new works for the improvement of the serviceability, anti vandalismclosuresandchangesinaffected utilities / enclosures / environmental investments ( 58mm) 25 pedestrian bridges solutions 30 km of pedestrian roads 30 km of Bike paths 42 bus stops The i. project Certified will the achieve social relevant return by productive the Ministry leverage of Social in its Development. environment and in the city: ii. Significant increase in average speed and reduction of travel times. iii. Increases productivity and lowers operating costs to industries and citizens. Improves scheduling of trips and cargo shipments. iv. Reduces traffic accidents and pedestrian fatalities. v. Accepted by the citizens.

06 Final Remarks How to Built Accesses to a Smart City Infrastructure that integrates properly with its environment. 1st concession in Chile that contemplates cycle paths on both sides and throughout its length. Sidewalks and pedestrian trails throughout its length. LED panels that display hourly tariff (final rates) on each free flow gantries. Emergency center with cranes, ambulances, mobile road surveillance and user assistance. Modern control system and traffic management: 22 surveillance cameras, variable messaging. Project shared, promote & accepted by communities. Rates consider criticism of the urban highways current pricing. No saturation fee. Rates grow only by CPI, without additional real growth Service roads or local roads are competent alternative routes, developed in parallel to the layout. The concessionaire invest MMUS$1,6 informing communities the advances of civil works, contingence, detours & CSR The Project generates its own financing resources, without the need of fiscal resources. The MOP acquires the obligation of only one payment, which is eventual and would only occur in 2023, at the end of the concession. First Chilean experience of conversion from an access road concession to an urban highway. SCADA is the first concession where two tariff systems coexist for transits with different demand characterization.

06 Final Remarks Video

USA 1230 Avenue of the Americas 7 th Floor Offices 706 & 707 New York New York 10020 Phone: + 1 212 618 6310 CHILE Rosario Norte 100 Of. 902 904 Edificio Rosario Norte 100 9 th floor Las Condes Santiago Chile Tel. +5622 565 9000 IRELAND Luttrellstown Road Diswellstown Castleknock Dublin 15 Ireland Phone: +353 (0) 1 823 588 SPAIN (Headquarters) Paseo de la Castellana 280 3 rd Floor, 28046 Madrid Tel. +34 91 456 58 50 MEXICO Monte Pelvoux, 220 Int 404 Edificio Virreyes Col. Lomas de Chapultepec Del. Miguel Hidalgo 11000 Mexico D.F. Tel. +52 55 52763430