Theme:

1. Creating a win-win Framework for partnerships Between Promoters and Foreign Investors in the Renewable Energy sector in India Theme:

2. The investor’s perspective (Focal) • The Promoter’s perspective • How to create a win-win • A note on the regulatory environment • Conclusion Agenda:

3. Focal Energy’s mission is to invest in, and manage, a portfolio of income generating assets in the renewable energy and clean infrastructure sectors Vision: • Hydro-electric power plants • Biomass • Wind • Others (solar; natural gas; industrial waste etc.) Sectors: Geography: We focus on investment in projects along with strong local promoters in India

4. Focal Energy – Business Model A holding, operating, company, with the flexibility To take a long term view in making investments and managing energy assets To bring significant and diversified sources of funding to lower cost of funding and adopt the investment model to various situations Targeting a balanced portfolio 10MW to 100MW; both new-developments and already-operating assets Diversification in terms of states and power sources Applying a conservative investment model Only cash flow generating, dividend paying assets Long term PPA and fuel supply agreements Aligning with strong partners and building winning teams Looking to partner with leading, proven, local players Brining a network of international technical, project management and financial partners into projects as needed Investing equity in renewable and distributed energy

5. Focal’s Perspective – What We Seek in Partners • Honesty and integrity – A partner we can trust • Willingness to take a leap in terms of managerial standards, if needed (financial controls; reporting etc.) • Understanding of local dynamics and strong local network • Long term vision and total commitment to business • Proven execution and operational capabilities

6. Focal’s Perspective:What We Typically See in Promoters Things We Need to Deal With • Overcoming “family-business” approach • “Old” attitudes towards foreign investors • A very different perception of the risk involved • Tendency to beautify the project • Unrealistic valuation expectations • Execution capabilities Things We Like • Strong entrepreneurial spirit • Hard-work ethic • Patience about the business • Local connections and understanding of local dynamics • Execution capabilities – in most cases

7. The Promoter’s Perspective • Desire to maintain strong long term identification with company • Wants to remain in maximum control (over day-to-day operations & percentage wise) • Overriding emphasis on minimizing dilution (both in order to keep control and for a sense of gain) • Would like to see us putting more faith in him and the project and relying less on written agreements • Building on futuristic upsides that we are not always comfortable taking into account

8. Defining a Win-Win – The Approach

9. Defining a Win-Win – Deal Example We have utilized multiple specific solutions to create win-win partnerships with local partners. The following outlines a specific example: • Focal is paying a significant premium, more than a reasonable valuation would call for today • Our investment is in the form of Preferred Shares (CCCPS) and subject to a cumulative dividend • In the early years, we receive more cash flow than our share of equity and are subject to lower risk. Because of that, we can be more generous on the valuation front • CCD’s are an alternative to CCCPS, and often times preferable to all involved • Conversion happens once we receive our funds plus minimum target return • Promoter is undertaking risk of development cost or time overrun • Focal invests bulk of its equity only when project is ready for construction (all approvals and licenses in place; land purchased; debt arranged)

10. The impact of the Regulatory Framework There are certain aspects in which the regulatory framework for foreign investment in renewable energy is helpful (e.g., automatic FDI approval; tax framework etc.) However, the regulatory framework is placing multiple unnecessary barriers on defining win-win partnerships between promoters and foreign investors, for example: • Minimum standard for valuations which only apply to foreign investors and are disconnected from the overall transaction • Limitations on issuing warrants and granting options • Limitations on loans extended (ECB’s) as part of an overall transaction

11. Conclusion • We are upbeat about the potential of the Renewable Energy sector in India and specifically about the quality of local promoters we can partner with • It is, at the same time, a challenging business, cultural and regulatory environment. Specifically, there are gaps between the needs and approach of a foreign investor and those of most local promoters • We have developed the experience and the mindset to create win-win partnerships with strong local promoters. • We are excited about the opportunity to replicate our approach and bridging between • foreign capital looking for credible income-generating investments and; • the capital needs of projects in India