Macquarie Korea Infrastructure Fund General Presentation November 2014 STRICTLY CONFIDENTIAL Important notice DISCLAIMER This presentation is not an offer or invitation for subscription or purchase of or a recommendation of securities. It does not take into account the investment objectives, financial situation and particular needs of the investor. Before making an investment in Macquarie Korea Infrastructure Fund (“MKIF”), the investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser after reading investment prospectus, if necessary. MKIF and Macquarie Korea Asset Management Co., Ltd.(“MKAM”) are not authorised deposit-taking institutions for the purposes of the Banking Act 1959 (Commonwealth of Australia) and their obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of MKIF/ MKAM. Information, including forecast financial information, in this presentation should not be considered as a recommendation in relation to holding, purchasing or selling shares, securities or other instruments in MKIF. Due care and attention has been used in the preparation of forecast information. However, actual results may vary from forecasts and any variation may be materially positive or negative. Forecasts by their very nature, are subject to uncertainty and contingencies many of which are outside the control of MKIF. Past performance and results are not a reliable indication of future performance. Based on the performance of the fund, loss of principal may incur and such losses will be vested to investors. This presentation is not an offer for sale of the securities of MKIF in the United States or in any jurisdiction where any offer, sale or solicitation in respect of such securities is not permitted. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, or in any jurisdiction where such offer or sale is not permitted. MKIF does not intend to register any portion of any contemplated offering in the United States or to conduct a public offering of securities in the United States Not for distribution in the United States or in any jurisdiction where any offer, sale or solicitation in respect of the contemplated securities is not permitted. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire any securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. FORWARD LOOKING STATEMENT This presentation contains forward-looking statements, in particular, under the heading “Business Overview”. All forward-looking statements are our management’s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. STRICTLY CONFIDENTIAL MACQUARIE PAGE 1 Contents 1 2 3 Business Overview Leading infrastructure fund in Korea 4 Minimum Revenue Guarantee Corporate structure 5 Healthy financial position 10 Landmark assets in Korea 6 Track record of stable distributions 11 Portfolio summary 7 Key investment highlights 12 Stable and long-term businesses 8 9 Key Results – 3Q 2014 3Q highlights 14 Newer toll road assets 17 Financial results 15 Busan New Port Phase 2-3 (BNP) 18 Underlying asset performance 16 Litigation management 19 Financial position statements 21 Management fees 27 Profit and loss statements 22 Macquarie Funds Group 28 Cashflow statements 23 Macquarie worldwide investments Portfolio 24 Operating performance by asset 25 Competitive advantage of Macquarie Infrastructure & Real Assets (MIRA) Minimum revenue guarantee summary 26 Appendices STRICTLY CONFIDENTIAL MACQUARIE MIRA infrastructure overview 29 30 31 PAGE 2 01 Business Overview STRICTLY CONFIDENTIAL A leading infrastructure fund in Korea (As of 30 September 2014) MKIF is a listed infrastructure fund with a market cap over KRW 2.3trn (USD 2.3bn) Established in 2002 / Listed in 2006 on KRX and LSE Invests only in Korea as defined under the Korean PPI Act1 Largest portfolio of toll roads in Asia >12 years of stable performance Currently trading on approx. 5~6% yield Korean credit rating of AA0 (Stable)2 Key Shareholders3 Top shareholders4 International investors 23.6% Domestic institutions 20.8% 55.6% 1. Newton Investment Management 8.3% 2. Shinyoung Asset Management 5.9% 3. Hanwha Life Insurance 6.8% 4. Kyobo Life Insurance 5.9% * Macquarie Group 3.8% Domestic Retail 1. 2. 3. 4. Private Participation in Infrastructure Act (“PPI Act”) defines infrastructure sectors including roads, railways, ports, energy, airport, communication, water resources, etc. Rated by Korea Ratings on 4 April 2014 As at 30 June 2014 Source: Financial Supervisory Service (over 5% holders and MKAM’s affiliates as of 31 October 2014) STRICTLY CONFIDENTIAL MACQUARIE PAGE 4 Corporate structure MKIF is a holding company of 12 infrastructure project companies Externally managed by Macquarie Korea Asset Management Co., Ltd (“MKAM”) Concessionaire Active manager of the underlying project companies Corporate tax-exempted when more than 90% of distributable earnings distributed Baekyang Tunnel Ltd Cheonan Nonsan Expressway Co., Ltd Shareholders Invest Distribute Corporate Debt • Credit Facility (KRW 250bn) • Corporate bonds (KRW 250bn) Invests in: MKIF 100% 60% New Airport Hiway Co., Ltd 24.1% Kwangju Beltway Investment Co., Ltd 100% Kwangju Ring Road Company Ltd 75% Soojungsan Investment Co., Ltd 100% Woomyusan Infraway Co,. Ltd 36% MCB Co. Ltd 70% Seoul Chuncheon Expressway Co., Ltd 15% Incheon Bridge Co. Ltd 41% Gyeogsu Highway Co., Ltd 35% BNCT Co., Ltd 30% Receives: Management Agreement MKAM (Manager) STRICTLY CONFIDENTIAL MACQUARIE Equity Subordinated debt Senior debt MKIF shareholding Interest income Dividend PAGE 5 Landmark assets in Korea (As of 30 September 2014) MKIF’s investments are well recognised landmark assets located in/around major cities Seoul-Chuncheon Expressway (SCE) Seoul Chuncheon Expressway Co., Ltd Incheon International Airport Expressway (NAHC) New Airport Hiway Co., Ltd Incheon Grand Bridge (IGB) Incheon Bridge Co. Ltd Incheon Metropolitan City Third largest city in Korea Population ~2.9 million Woomyusan Tunnel (WIC) Woomyusan Infraway Co,. Ltd Yongin-Seoul Expressway (YSE) Gyeogsu Highway Co,. Ltd Seoul Metropolitan City Largest city in Korea Population ~10.1 million Cheonan-Nonsan Expressway (CNEC) Cheonan Nonsan Expressway Co,. Ltd Gwangju 2nd Beltway Section 1 (KBICL) Kwangju Beltway Investment Co., Ltd Gwangju 2nd Beltway Section 3-1 (KRRC) Kwangju Ring Road Co., Ltd Gwangju Metropolitan City Sixth largest city in Korea Population ~1.5 million Baekyang Tunnel (BYTL) Baekyang Tunnel Ltd Machang Bridge (MCB) MCB Co., Ltd Busan Metropolitan City Second largest city in Korea Population ~3.5 million Busan New Port Phase 2-3 (BNP) BNCT Co., Ltd Soojungsan Tunnel (SICL) Soojungsan Investment Co., Ltd STRICTLY CONFIDENTIAL MACQUARIE PAGE 6 Portfolio summary1 As of 30 September 2014 Well balanced and diversified portfolio of essential infrastructure assets Predominantly toll roads Relatively young portfolio with average age of 8 years Ratio of central and local government involvement is 68:32 in terms of investments Portfolio composition by asset Portfolio composition by phase and type BYTL 0.1 % KBICL 12.8% BNP 18.8% Senior debt 13.7% NAHC 6.7% Port 18.8% STAGE OF OPERATION Mature 12.9% Equity 33.3% SICL 6.0% IGB 9.9% Ramp up 45.2% Toll-road 81.2% SCE 8.3% YSE 8.2% MCB 6.8% CNEC 16.4% 4.8% KRRC Growth 41.9% – Ramp-up (initial stage of operation featured by rapid build-up in revenue as the users lean about the asset and make an assessment of the facility) – Growth (stable increment of traffic and fulfils investment expectations) – Mature (stable traffic volume until concession termination and hand back) Sub debt WIC 1.2% 53.0% 1. Based on commitment amount STRICTLY CONFIDENTIAL MACQUARIE PAGE 7 Stable and long-term businesses Underlying investments operate on long-term, predictable cash flow with downside protection (As of 30 September 2014) Long-term concessions with weighted average1 remaining life of 21 years All concessions protected under the Early Termination Support provision 11 toll roads are subject to minimum revenue guarantee (MRG) by the Korean government for next 9 years on average Present Weighted Average Revenue Support 9 years Weighted Average Concession Term 21 years Early Termination Support2,3 BYTL(L) Relevant Authority (C) Central government (L) Local government KBICL(L) NAHC(C) SICL(L) CNEC(C) Revenue Support2 Concession Term2 WIC(L) KRRC(L) MCB(L) YSE(C) SCE(C) IGB(C) BNP(C) 2000 2005 2010 2015 2020 2025 2030 2035 2040 2045 1. On a weighted average basis based on total commitment amount 2. Revenue support and termination payment provisions vary for each concession 3. Concession companies have the right to receive payments if the relevant concession agreement is terminated prior to expiration of the concession term, including termination due to events attributable to the concession company or the government body or for events of force majeure STRICTLY CONFIDENTIAL MACQUARIE PAGE 8 Minimum Revenue Guarantee Minimum Revenue Guarantee (MRG) mechanism Conceptual Diagram Actual Revenue Revenue Revenue Cap1 Relevant government authorities extract the excess portion Forecast Revenues2 MRG1 MRG and Revenue support for 11 of MKIF’s 12 assets3 Inflation-linked revenue support MRG line tracking the forecast revenue line (typically 80~90% below forecast revenue) Korea’s sovereign rating as of September 2014: – S&P: A+ (Positive) – Moody’s: Aa3 (Stable) Government bodies compensate the shortfall 1. MRG and revenue caps vary across assets 2. Forecast revenues set out in the Concession Agreement 3. In two of 11 MRG assets, no revenue guarantee applies if actual revenue falls below 50% of the toll revenue forecast STRICTLY CONFIDENTIAL MACQUARIE PAGE 9 Healthy financial position (As of 30 September 2014) Stable revenues with external debt amortisation result in increasing cash income for MKIF MKIF-level debt capped at 30% of its paid in capital (KRW 500bn) with average maturity of 3.8 years Current total MKIF-level debt of KRW 456bn – KRW 206bn drawn down from KRW 250 billion of credit facility limit – KRW 90bn of 5-yr fixed rate bond (maturing in May 2017) & KRW 140bn of 7-yr fixed rate bond (maturing in May 2019) Project company-level debt declining on senior debt amortisation with remaining average maturity of 7.5 years MKIF cash income expected increase as underlying debt declines CASH1 KRW 220.2bn Asset-level outstanding debt balance5 (KRW bn) 1,200 AMORTISING MATURITY2 GEARING3 7.5 years 38% 900 600 300 INTEREST RATE HEDGE4 1. 2. 3. 4. 5. 62% until end of Sep 2015 2015 2020 2025 2030 2035 2040 2045 Proportionately consolidated cash balance (including MKIF cash balance of KRW 34.9bn) Weighted average amortising maturity of the underlying asset level external debt Gearing = Proportionately consolidated MKIF Net Debt / (Proportionately consolidated MKIF Net Debt + MKIF market capital (3-month average)) Hedging (Fixed) = Proportionately consolidated MKIF net debt adjusted for fixed debt / Proportionately consolidated MKIF net debt Outstanding debt balance based on amortisation schedule of asset level external debt on a proportionate equity shareholding basis. Excludes MKIF level corporate loan balance STRICTLY CONFIDENTIAL MACQUARIE PAGE 10 Track record of stable distributions Targets long-term, sustainable and growing distributions Distribution is paid semi-annually (record dates in June and December) Distribution floor is higher of taxable income or 100% of distributable accounting income (to maintain tax exempt status) MKIF distribution history since listing (per share) (KRW / share) One-off 1 Normal distribution Stock distribution 700 600 2014 1H DISTRIBUTION 582 513 122 500 420 480 440 186 251 77 193 254 100 Circa 5.3%3 330 13 403 313 0 153 CASH YIELD 344 53 300 200 117 390 400 KRW 193 per share2 291 317 363 360 209 10 183 17 2006 2007 2008 2009 2010 2011 2012 2013 2014 1H 1. One-off dividend includes one-off gains and higher taxable income than accounting income per share 2. Total of KRW193 per share will be accounted as distribution income in calculating dividend income tax and tax payable under Korean law. Investors are advised to consult their own tax advisor for the appropriate tax treatment of the distribution 3. Based on closing price of 30 September 2014 and 2014 first half distribution (annualised, excluding one-off dividend) STRICTLY CONFIDENTIAL MACQUARIE PAGE 11 Key investment highlights MKIF is structured to deliver underlying growth Stable and predictable underlying revenues which are inflation-linked and substantially MRG-backed Embedded growth on increasing income Additional growth potential through asset re-ratings and new investments Healthy financing position with no external refinancing needs until 2018 Macquarie-managed fund Management fees aligned with shareholders’ interest Project Company’s Cash Flow1 Cash Flow to MKIF1 (Conceptual Diagrams) (Conceptual Diagrams) Revenue Dividend to shareholders Senior debt service (external debt) Net cash receipts (Profit & investment principal) Sub-debt service (Shareholder loan) OPEX & CAPEX Time in Years Time in Years 1. Conceptual diagram. Assuming no portfolio change such as divestment of assets or new investment STRICTLY CONFIDENTIAL MACQUARIE PAGE 12 02 Key Results – 3Q 2014 STRICTLY CONFIDENTIAL 3Q highlights • Solid financial and operational performance – MKIF revenue and net income recorded KRW 45.0bn and KRW 30.4bn, up by 2.2% and 0.1%, respectively, compared to the previous corresponding period (“pcp”) – Underlying traffic volume1 and revenue1 grew by 8.2% and 8.2%, respectively, on pcp – Weighted average daily traffic for the three newer toll road assets2 reached 84.8%3 of the Concession Agreement (“CA”) forecasts compared with 81.5% in the pcp – Total container throughput volume of Busan New Port Phase 2-3 (“BNP”) reached 0.36mn TEUs in 3Q, 22.4% increase compared to pcp and 4.7% growth compared to the previous quarter • Healthy financial position maintained (as at 30 September 2014) – Proportional cash balance of KRW 220.2bn including MKIF cash of KRW 34.9bn – Continued de-gearing of asset level debt with average maturity of 7.5 years – MKIF net debt of KRW 421.5 billion with no significant external financing needs until May 20184 – Proportionately consolidated gearing of 38%5 with 62%6 of interest obligations at fixed rates • Litigation management – Four local concession assets currently under legal dispute against respective government authorities – Baekyang Tunnel (BYTL) / Soojungsan Tunnel (SICL): Busan District Court ruled in favour of BYTL and SICL (10 Oct 2014) – Machang Bridge: International Chamber of Commerce arbitration process initiated to claim overdue support payments (18 Sept 2014) 1. 2. 3. 4. 5. 6. On a weighted average basis based on revenue size of each asset and the MKIF’s equity interest in each concession company. Yongin-Seoul Expressway, Seoul-Chuncheon Expressway and Incheon Grand Bridge On a weighted average basis based on total commitment amount and average daily traffic KRW 60 billion 5-year fixed rate bonds scheduled to mature in May 2016 Gearing = Proportionately consolidated MKIF Net Debt / (Proportionately consolidated MKIF Net Debt + MKIF market capital (3-month average)) Hedging (Fixed) = Proportionately consolidated MKIF net debt adjusted for fixed debt / Proportionately consolidated MKIF net debt STRICTLY CONFIDENTIAL MACQUARIE PAGE 14 Financial results (Unit: KRW mn) Quarter Ended Year-to-Date Year Ended Year Ended 30 Sep 2014 30 Sep 2014 31 Dec 2013 31 Dec 2012 45,011 135,722 212,907 205,749 45,001 132,326 173,642 171,912 Dividend income - 3,386 2 11,246 3 - Gain on sale of investment - - 28,019 4 33,151 5 10 1 10 1 - 686 14,614 41,393 54,217 51,626 Management fee 7,996 22,526 30,810 27,786 Interest expense 5,058 14,348 19,746 19,828 Other fees and expenses 1,560 4,519 3,661 4,012 30,397 94,329 158,690 154,123 91.7 284.6 478.8 465.0 Revenue Interest income Other income Expenses Net income EPS (KRW per share) 6 1. 2. 3. 4. 5. 6. Commitment fee income from Cash Deficiency Support Facility (“CDS”) for BNP One-off liquidation dividend income from CNEC ABS SPC (tranche 3) One-off liquidation dividend income from CNEC ABS SPC (tranche 1 and tranche 2) One-off gain from the divestment of Seoul Subway Line 9 Section1 One-off gain from the sale of equity in Daegu 4th Expressway East Based on 331.5 million shares outstanding STRICTLY CONFIDENTIAL MACQUARIE PAGE 15 Underlying asset performance TRAFFIC VOLUME GROWTH1 TRAFFIC REVENUE GROWTH1 PORTFOLIO AGE2 8.2% 8.2% 8.3 years 3Q 2014 Average daily traffic volume Vehicles/day 2014 (YTD) Average daily traffic revenue % change KRW on YTD thousand/day % change on YTD Average daily traffic volume Vehicles/day Average daily traffic revenue % change KRW on pcp thousand/day % change on pcp Incheon International Airport Expressway 65,165 10.0% 394,370 7.8% 60,030 9.8% 366,843 4.8% Baekyang Tunnel 74,399 2.3% 53,362 2.4% 72,930 1.4% 52,312 1.5% Gwangju Second Beltway, Section 1 43,183 4.6% 45,323 5.1% 41,626 4.6% 43,884 5.1% Gwangju Second Beltway, Section 3-1 34,451 2.1% 36,341 2.2% 33,637 1.7% 35,504 1.7% Woomyunsan Tunnel 27,331 6.7% 59,034 6.7% 26,607 5.9% 57,461 5.9% Cheonan-Nonsan Expressway 49,311 5.0% 410,483 5.6% 46,722 4.9% 389,815 5.4% Soojungsan Tunnel 46,482 6.6% 33,904 6.7% 45,086 4.6% 32,909 4.7% Machang Bridge 27,262 65.5% 60,593 67.1% 25,099 58.8% 55,854 60.6% Yongin-Seoul Expressway 76,983 8.0% 138,061 8.1% 74,272 7.4% 133,165 7.4% Seoul-Chuncheon Expressway 47,662 3.2% 300,444 3.3% 41,273 3.0% 261,623 3.3% Incheon Grand Bridge 38,008 13.6% 194,608 13.0% 34,742 12.9% 179,222 12.2% Weighted average growth rate1 8.2% 8.2% 7.6% 7.2% 1. On a weighted average basis based on revenue size of each asset and the MKIF’s equity interest in each concession company 2. Operation period of each concession company on a weighted average basis based on respective commitment amount STRICTLY CONFIDENTIAL MACQUARIE PAGE 16 Newer toll road assets1 % OF PORTFOLIO % OF CA FORECAST TRAFFIC VOLUME2 TRAFFIC VOLUME GROWTH3 26% 84.8% 8.6% Quarterly trend of traffic volume 3Q 2014 Traffic Performance (Vehicles/day) 80,000 Asset Operation commencement Traffic volume3 growth on pcp Traffic revenue3 growth on pcp % of CA forecast traffic volume 70,000 60,000 Yongin-Seoul Expressway (YSE) 01-Jul-2009 8.0% 8.1% 83% 50,000 40,000 Seoul-Chuncheon Expressway (SCE) 15-Jul-2009 Incheon Grand Bridge (IGB) 19-Oct-2009 3.2% 3.3% 90% 30,000 13.6% 13.0% 82% 20,000 10,000 2011 Q2 Q1 Q3 YSE Q4 2012 Q2 Q1 Q3 Q4 2013 Q2 Q1 SCE Q3 Q4 2014 Q2 Q1 IGB Q3 1. Toll road assets opened since 2009 2. During 3Q 2014, on a weighted average basis based on total commitment amount and average daily traffic 3. Weighted average daily traffic during 3Q 2014 over 3Q 2013 STRICTLY CONFIDENTIAL MACQUARIE PAGE 17 Busan New Port Phase 2-3 (BNP) BNP is one of the five container terminals in operation at Busan New Port (“New Port”) BNP overview MKIF Commitment1 KRW 309.4bn 18.8 % % of MKIF Portfolio1 1.45mn TEU FY2014 Volume Estimate FY2014 Revenue Estimate KRW 70bn Performance highlights FY2014 (Jan – Sep) BNP New Port North Port Container Terminals (“CTs”) in Operation (New Port Terminal) 5 Terminals 4 Terminals Handling Capacity of CTs (TEU p.a.) 1.8mn2 12.9mn2 7.7mn3 First nine months volume in FY2014 1.04mn4 8.88mn5 4.28mn5 Volume Growth over pcp 21.3%4 10.0%5 0.3%5 Capacity Utilisation Rate of CTs (%) 77.2% 91.6% 74.1% Busan Port Market Share5 7.0% 65.0% 35.0% 1. 2. 3. 4. 5. New Port North Port Seoul Busan Based on commitment Source: BNP – BNP: based on existing facilities / 3rd party facilities (excl. BNP): 2,000 TEU per berth meter / ‘Alliance’ facilities: 2,100 TEU per berth meter Source: BNP – estimation Source: BNP – internally compiled total throughput which includes shifting Source: Busan Port Authority – total container volume of each port’s CTs for volume and capacity utilisation / total container volume of each port for market share within Busan Port STRICTLY CONFIDENTIAL MACQUARIE PAGE 18 Litigation management MKIF’s four local concession assets under legal dispute with the respective government authorities Assets % of MKIF portfolio1 Baekyang Tunnel (BYTL) 0.1% Soojungsan Tunnel (SICL) 5.9% Machang Bridge (MCB) 6.9% Gwangju 2nd Beltway, Section 1 (KBICL) 12.8% Case Status Administrative order to reinstate the original capital structure from the time of the concession agreement signing SICL & BYTL received favorable ruling from the Busan District Court (10 Oct 2014) KRW 13.1bn of overdue government support payment MCB initiated International Chamber of Commerce arbitration process Administrative order to reinstate the original capital structure from the time of the concession agreement signing Undergoing the Seoul Supreme Court process Administrative order to suspend MRG payment Undergoing the Central Administration Appeals Commission process and anticipate ruling in November 2014 Busan City appealed to the Busan Appellate Court (24 Oct 14) Government Authority Busan City Geongsangnam-do Gwangju City 1. On commitment basis STRICTLY CONFIDENTIAL MACQUARIE PAGE 19 A APPENDIX Appendix STRICTLY CONFIDENTIAL Financial position statements Non-consolidated – as at 30 September 2014 and 31 December 2013 (Unit: KRW mn) 30 September 2014 31 December 2013 Assets Invested Assets 1,679,551 1,637,919 34,942 14,751 1,091,506 1,090,065 553,103 CAPITAL INJECTION INTO MKIF INVESTMENTS Asset Item Gwangju 2nd Beltway, 3-1 Senior Debt (1,727) 533,103 Soojungsan Tunnel Senior Debt (5,396) 430,919 404,246 Busan New Port 2-3 Sub Debt 422,837 394,913 Gwangju Second Beltway, Section 1 Equity Other receivables 2,358 2,947 Deferred costs, net 5,724 6,386 2,110,470 2,042,165 1 251 7,996 7,400 Long-term debt 206,430 68,581 Bonds 249,466 249,333 1,555 1,503 465,448 327,068 1,670,986 1,670,986 (25,964) 44,111 Total Shareholders’ Equity 1,645,022 1,715,097 Total Liabilities and Shareholders’ Equity 2,110,470 2,042,165 Cash & deposits Loans Equity securities Others Interest receivable Total Assets Total 3Q 2014 8,600 20,000 21,477 * Excludes Baekyang Tunnel loan amortisation of KRW 36mn Liabilities Accounts Payable Management fee payable Other liabilities Total Liabilities Shareholders’ Equity Share Capital Retained Earnings(Losses) STRICTLY CONFIDENTIAL MACQUARIE PAGE 21 Profit and loss statements Non-consolidated – 3 months to 30 September 2014 (Compared to 3Q 2013) (Unit: KRW mn) 3Q 2014 Revenue 3Q 2013 45,011 44,038 45,001 44,038 10 1 - 14,614 13,659 7,996 7,902 Custodian fees 83 84 Administrator fees 52 52 Interest expenses 5,058 5,194 Other expenses 1,425 427 Interest Income Other Income Expenses Management fees Net Profits EPS (KRW)2 30,397 30,379 91.7 91.7 1. Commitment fee income from Cash Deficiency Support Facility (“CDS”) for BNP 2. Based on 331.5 million shares outstanding STRICTLY CONFIDENTIAL MACQUARIE PAGE 22 Cashflow statements Non-consolidated – 12 Months to 31 December 2013 and 31 December 2012 (Unit: KRW mn) 2013 2012 Cashflows from operating activities: Cash inflows from operating activities 254,526 200,405 131,404 91,159 8,470 45,827 114,652 63,419 (68,737) (33,868) Investments (36,000) (4,720) Fees and expenses (32,737) (29,148) 185,789 166,537 (155,000) (180,000) 132,500 74,500 Distributions paid (155,786) (127,612) Interest expense (13,467) (13,403) (100) (100) (191,853) (246,615) Net increase (decrease) in cash and deposits (6,064) (80,078) Cash and deposits at beginning of the period 20,815 100,893 Cash and deposits at end of the period 14,751 20,815 Sale of investment Collection of other loans receivable Interest and other income Cash outflows from operating activities: Net cash provided by (used in) operating activities Cashflows from financing activities: Repayment of long-term debt Drawdown from long-term debt Borrowing related costs Net cash provided by (used in) financing activities STRICTLY CONFIDENTIAL MACQUARIE PAGE 23 Portfolio1 (As of 30 September 2014) MKIF COMMITMENT AND DEBT INTEREST RATE (Units: KRW bn, %) Name Abbrev. Equity Ownership (%) Subordinated Debt Interest Rate (%) Baekyang Tunnel BYTL 1.2 100.0 - Gwangju Second Beltway, Section 1 KBICL 33.1 100.0 35.22 Incheon International Airport Expressway NAHC 58.2 24.1 SICL 47.1 CNEC Senior Debt Interest Rate (%) Total 1.4 15.0 2.6 20.0 142.0 10.0 210.3 51.7 13.9 - 100.0 19.3 20.0 30.6 87.8 60.0 182.2 20.0 - 270.0 WIC 10.7 36.0 9.6 20.0 - 20.3 KRRC 28.9 75.0 - Machang Bridge MCB 33.8 70.0 79.0 11.4 - 112.8 Yongin-Seoul Expressway YSE 57.8 35.0 77.0 15.0 - 134.8 Seoul-Chuncheon Expressway SCE 48.6 15.0 87.4 11.6 - 136.0 Incheon Grand Bridge IGB 74.5 41.0 89.4 9.3 - 163.9 Busan New Port Phase 2-3 BNP 66.4 30.0 243.03 12.0 - 309.4 Soojungsan Tunnel Cheonan-Nonsan Expressway Woomyunsan Tunnel Gwangju Second Beltway, Section 3-1 Total Percentage(%) 49.1 109.9 8.5 7.85 97.0 78.0 548.1 873.8 223.1 1,645.0 33.3% 53.1% 13.6% 100% 1. Based on commitment amount 2. Includes KRW 3.2bn working capital facility (Interest rate of 15% p.a.) 3. Includes KRW 50bn working capital facility (Interest rate of 14% p.a.) STRICTLY CONFIDENTIAL MACQUARIE PAGE 24 Operating performance by asset1 12 Months to 31 December 2013 (Unit: KRW mn) 2013 Assets Operating Revenue2 OPEX EBITDA Net Debt3 2012 EBITDA Net Debt Operating margin to EBITDA Revenue2 OPEX EBITDA Net Debt3 EBITDA Net Debt margin to EBITDA Gwangju Second Beltway, Section 14 33,544 (5,540) 28,004 (1,459) 83.5% (0.1x) 14,552 (4,862) 9,690 (1,606) 67% (0.2x) Gwangju Second Beltway, Section 3-15 12,882 (4,057) 8,825 (1,988) 68.5% (0.2x) 18,331 (3,965) 14,367 (1,775) 78% (0.1x) Soojungsan Tunnel 11,582 (4,013) 7,569 (4,574) 65.4% (0.6x) 11,417 (3,909) 7,509 (13,362) 66% (1.8x) Baekyang Tunnel5 18,945 (5,055) 13,891 131,008 73.3% 9.4x 21,396 (4,229) 17,166 136,005 80% 7.9x Incheon International Airport Expressway 227,174 (25,225) 201,949 117,188 88.9% 0.6x 199,138 (21,008) 178,130 152,424 89% 0.9x Cheonan-Nonsan Expressway 189,968 (27,403) 162,565 6,937 85.6% 0.0x 186,395 (25,721) 160,675 96,612 86% 0.6x Woomyunsan Tunnel 20,235 (3,682) 16,553 76,316 81.8% 4.6x 19,869 (3,966) 15,903 76,640 80% 4.8x Machang Bridge 26,983 (4,942) 22,041 231,328 81.7% 10.5x 23,144 (5,047) 18,098 226,747 78% 12.5x Yongin-Seoul Expressway 47,040 (10,233) 36,807 361,796 78.3% 9.8x 41,502 (10,393) 31,109 357,281 75% 11.5x Seoul-Chuncheon Expressway 111,332 (20,533) 90,799 779,414 81.6% 8.6x 106,717 (20,607) 86,110 810,605 81% 11.8x Incheon Grand Bridge 77,311 (15,997) 61,315 562,525 79.3% 9.2x 68,711 (15,802) 52,909 576,818 77% 10.9x Busan New Port Phase 2-36 54,767 (47,902) 6,864 526,103 12.5% 76.6x 23,429 (41,024) (17,596) 475,628 (75%) NA Proportionate average7 29,160 (6,046) 23,115 81,442 79.3% 3.5x 25,836 (5,579) 20,257 85,555 78.4% 4.2x 1. 2. 3. 4. 5. 6. 7. Management estimated, unaudited figures. Actual results may vary Revenue compensation and other compensations from the relevant government authority are reflected on cash basis Excludes Shareholders loans All or part of MRG portion of operating revenue receivable for 2011 were paid in 2013, resulting in significant increase in operating revenue compared to prior year MRG portion of operating revenue receivable for 2012 were not paid in 2013, resulting in significant decrease in operating revenue compared to prior year Busan New Port Phase 2-3 commenced operation 2 January 2012 . On a proportionate average basis based on MKIF’s equity interest in each concession company STRICTLY CONFIDENTIAL MACQUARIE PAGE 25 Minimum revenue guarantee summary (As of 30 September 2014) Concession Term Concession Term Remaining Revenue Guarantee Duration Revenue Guarantee Duration Remaining Revenue Guarantee Threshold1 Revenue Cap Threshold1,2 25 10 25 10 90% 110% 28 14 28 14 85% 115% MOLIT3 30 16 20 6 80% 110% Busan Metropolitan City 25 13 25 13 90% 110% MOLIT 30 18 20 8 82% 110% Partial revenue sharing in excess of 82% to 110% level Woomyunsan Tunnel Seoul Metropolitan City 30 19 30 19 79%5 110% All revenue sharing excess of 79% to 85% and excess 110%/ Partial revenue sharing excess of 90% to 110% Gwangju 2nd Beltway, Section 3-1 Gwangju Metropolitan City 30 20 30 20 90% 110% Machang Bridge GSND6 30 24 30 24 75.78% 120% Yongin-Seoul Expressway7 MOLIT3 30 25 10 5 70% 130% Seoul-Chuncheon Expressway7 MOLIT3 30 25 15 10 Incheon Grand Bridge MOLIT3 30 25 15 10 MOF8 29 26 N/A N/A 29 21 17 9 Asset Baekyang Tunnel Gwangju 2nd Beltway, Section 1 Relevant Authority Busan Metropolitan City Gwangju Metropolitan City Incheon International Airport Expressway Soojungsan Tunnel4 Cheonan-Nonsan Expressway Busan New Port Phase 2-3 Weighted average9 1. 2. 3. 4. 5. 6. 7. 8. 9. Remarks Partial revenue sharing in excess of 80% to 110% level 80%/70%/60% 120%/130%/140% Each threshold for five years 80% 120% % of annual concession agreement projected revenue Relevant government authorities are entitled to receive the portion exceeding the threshold MOLIT (Ministry of Land, Infrastructure and Transport) In toll revenue below 90%, Busan City Government is obliged to compensate 91.5% of the shortfall amount 79% up to 2023 and 78% from 2024 to 2034 GSND (Gyeongsang Namdo (Provincial) government) No revenue guarantee applies if actual revenue are below 50 % of the toll revenue forecast MOF (Ministry of Oceans and Fisheries) Weighted by investment commitment STRICTLY CONFIDENTIAL MACQUARIE PAGE 26 Management fees • Manager’s interests aligned with shareholders • No performance – no performance fees • Underperformance carried forward Management fee calculated quarterly basis as: Base Fee − 1.25% pa falling to 1.10%1 of Net Investment Value (NIV) of MKIF; plus (+) − 1.15% pa falling to 1.05%1 per annum of Commitment2 of MKIF Performance Fee − 20% sharing in cumulative total returns3 over 8% pa Net Investment Value for any quarter equals: The average market capitalisation of MKIF over all trading days in each calculation period; plus (+) The amount of any external borrowings by MKIF; less (-) Cash or cash equivalent held by MKIF 1. For NIV +Commitment in excess of KRW 1.5 trillion 2. Commitments means all amounts that MKIF has firmly committed for future investment contributions 3. Total return to shareholders reflects both distributions from MKIF to its shareholders and share price performance over each calculation period STRICTLY CONFIDENTIAL MACQUARIE PAGE 27 Macquarie Funds Group Macquarie Infrastructure and Real Assets (“MIRA”) Alternative asset management including: Infrastructure Real Estate Agriculture Energy Macquarie Investment Management (“MIM”) Macquarie Specialised Investment Solutions (“MSIS”) Securities investment management across: Fund and equity-based solutions including: Fixed interest and currencies Equities, including infrastructure securities Private markets Hedge funds Multi-asset allocation solutions ‘Best of breed’ external managers Fund linked products Capital protected investments Retirement and annuity solutions Agriculture Infrastructure debt Operations Legal and Compliance Distribution A$425bn AUM1 20 Countries worldwide1 ~1,500 Staff1 1. All numbers as at 31 March 2014 STRICTLY CONFIDENTIAL MACQUARIE PAGE 28 Macquarie worldwide investments 125 portfolio businesses, ~300 properties and ~3.6 million hectares of farmland1 Spain UK Bristol Airport Airwave Arqiva CLP Envirogas (MEIF Renewables) Energy Power Resources (MEIF Renewables) Thames Water M6 Toll Condor Group (ferry services) Moto (motorway services) National Car Parks Wightlink (ferry services) Baglan Bay Power Station Sutton Bridge Power Station Severn Power Station Asset Energia Solar (MEIF Renewables) Solpex Energia Solar (MEIF Renewables) Itevelesa (vehicle inspections) Poland DCT Gdansk (container terminal) TanQuid (tank storage business) Canada Czech Republic Sweden Japan USA Autoroute 25 Fraser Surrey Docks Halterm Limited (port) Ceske Radiokomunikace Czech Gas Networks EPR Sweden (MEIF Renewables, Mexico Decarred (highways) wind farm) Mareña Renovables (wind farms) Varmevarden Mexico Tower Partners Arlanda Express Concesionaria Universidad Russia Politécnica Brunswick Rail Macquarie Mexico REIT GSR Energy Investments Santiago HydroGen Russian Towers OGK-5 AMC REIT Chicago Skyway Dulles Greenway Indiana Toll Road Elizabeth River Tunnels Goethals Bridge Harley Marine Services Icon Parking Penn Terminals Airport Services (fixed base operations) Total Terminals International (Hanjin Pacific Corporation) Hanjin Pacific Corporation (Tokyo, Aquarion Company Puget Energy District Energy Duquesne Light Hawaii Gas Broadrock Renewables MIC Contracted Power and Energy International-Matex Tank Terminals Leaf River Gas Storage Waste Industries WCA Waste Osaka) South Korea Belgium Brussels Airport Denmark Copenhagen Airports France Pisto SAS (oil storage and distribution) EPR France (MEIF Philippines NLREC Wind Farm Philippine Coastal Storage & Pipeline Renewables, wind farm) RES (MEIF Renewables, wind farm) Trois Sources & Lomont Windfarms Compteurs Farnier (Techem, water metering) Autoroutes Paris-RhinRhône Australia Germany TanQuid (tank storage business) GWE (Techem) Techem (submetering) Thyssengas Open Grid Europe Warnow Tunnel South Africa Nigeria Lekki Concession Company IHS Holdings Umoya Energy Cookhouse Kathu Bakwena Platinum Corridor N3 Toll Concessions Trans African Concessions ICAD Effluent Treatment Plant Al Ain Industrial City Industrial City of Abu Dhabi 1. Energy (3 farms) Viom Networks Adhunik Power and GMR Airports (Delhi and Hyderabad airports) Soham Renewable Energy Natural Resources MB Power (Madhya Trichy Tollways GMR Jadcherla Pradesh) Expressways Ashoka Concessions Kinangop Wind Park Communications Cruzeiro do Sul Grãos India Waste Renewable Energy Utilities Roads & Rail Oceania Healthcare Shenyang Zhenxing Environmental Shenyang Water Treatment Co. Dallan Hengji Xinrun Water Hengyang Holdings Hua Nan Expressway Star King (China) Food Group Taiwan Hobart International Airport 3P Learning MREEFs Paraway Pastoral (17 farms) Lawson Grains (8 farms) Melro Dairy (1 farm) New Zealand China Brazil United Arab Emirates Kenya Airports C&M (Cable TV) North East Chemical Tongyang Cement’s Waste Heat Power Youngduk Wind Power Yeongyang Wind Power Kangnam City Gas Daegil Industry / Daegil Environment Baekyang Tunnel Cheonan-Nonsan Expressway Gwangju 2nd Beltway Section 1 Gwangju 2nd Beltway Section 3-1 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) CNE Motorway Service Stations Hanam-Misa Combined Heat and Power Plant Goyang Bus Terminal Hangdarm Island Protection Zhejiang Wanna Environment Protection Longtan Tianyu Terminal Tianjin Port Huisheng Terminal Plaza 353 Qingdao MWREF (Retail Malls) Taiwan Broadband Communications Hanjin Pacific Corporation (Kaohsiung) Other Transport Services Real Estate Agriculture Other Real Assets As at 30 June 2014. Represents portfolio businesses which Macquarie Infrastructure and Real Assets manages on behalf of investors with various direct percentage stakes held in each. Portfolio businesses shown on the map are representative and not exhaustive. In some instances they represent the operations of a single business where it has operations across different countries STRICTLY CONFIDENTIAL MACQUARIE PAGE 29 Competitive advantage of Macquarie Infrastructure & Real Assets (MIRA) A global leader in managing infrastructure and real assets for over 19 years EXTENSIVE EXPERIENCE PROPRIETARY INVESTMENT FLOW STRONG ALIGNMENT EFFECTIVE ASSET MANAGEMENT — MIRA has over 19 years global infrastructure investment experience — A$112 billion1 of assets under management across 27 countries — Access to the proprietary investment sourcing capability of the Macquarie Group — Long term carry sharing arrangements for fund staff for recently established funds — Macquarie and staff investment of ~A$2.3 billion2 in MIRA-managed funds — Local expertise, knowledge and relationships across 28 locations globally 1. Based on proportionate enterprise value, calculated as proportionate net debt and equity value at 30 June 2014 for the majority of assets 2. As at 30 June 2014. Staff investment is ~A$0.2 billion STRICTLY CONFIDENTIAL MACQUARIE PAGE 30 MIRA infrastructure overview 1996 Funds / Vehicles Unlisted No. - 27 Listed No. 2 5 No. 4 110 A$bn 1.6 1051 Unlisted A$bn - 382 Listed A$bn 0.6 92 Portfolio Businesses Assets under Management Equity under Management June 2014 1. Based on proportionate enterprise value, calculated as proportionate net debt and equity value at 30 June 2014 for the majority of assets 2. Listed funds – market capitalisation plus fully underwritten or committed future capital raisings. Unlisted funds – committed capital less any called capital returned to investors. Invested capital for other MIRA businesses. For jointly managed funds, amount is representative of Macquarie’s economic ownership of the JV manager. Adjustments have been made where MIRA managed funds have invested in other MIRA managed funds STRICTLY CONFIDENTIAL MACQUARIE PAGE 31
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