BACKGROUNDER 30 November 2011 FINANCING THE A2 MOTORWAY CONSTRUCTION, SECTION ŚWIECKO – NOWY TOMYŚL Fig. 1. Project financing by Investors’ input EIB – The European Investment Bank The European Investment Bank (EIB) was established in 1958 under the Treaty of Rome, as the European Union's lending institution providing long-term loans to the public and private sectors for European projects in such fields as: the EC regions’ cohesion and convergence, support for small and medium-sized enterprises, environmental protection programmes, research and innovations, transport, energy. The EIB operates within the EC area and in about 140 countries worldwide with whom the EC entered into cooperation agreements. The Bank is a non-profit organisation. The EIB is owned by the members of the European Community. It does not use the EC budget funds and its operations are financed with loans from capital markets. Projects financed by the EIB are carefully selected and need to meet the following criteria: They need to contribute to the implementation of the EC objectives, They need to be economically, financially and technically reasonable and safe to the environment, They need to attract funds from other sources. Commercial bank The international consortium of eleven commercial banks – EUR 400 million (about 26% of the project value); the bank also provided a credit of PLN 150 million to finance VAT expenses. The following commercial banks provided funds for the project implementation: BBVA S.A., Bank Pekao S.A., BRE Bank S.A., Caja Madrid, Calyon, Deutsche Bank AG, Espirito Santo Investment, KfW IPEX-Bank GmbH, PKO BP, Societe Generale, WestLB. 1 The EIB credit of EUR 1 billion has been the first that large EIB loan invested in the development of Poland’s infrastructure. The EIB credit might account for 70% of the project value. The EIB earmarked as much as EUR 1,2 billion to co-finance the project, but with the higher involvement of the commercial banks and shareholders, it decided to use a part of the original budget. Providing such large loan for the project, the EIB confirmed that the Concessionaire and its shareholders are credible business partners. Direct construction and design costs of EUR 1.298 million make 84,5% of the fully equipped and ready for operation motorway. Other main expenses listed in the Book of Assumptions are: during construction: preparatory costs for the Financial Closing (preparation of analyses and developing of the financing model, legal, financial and insurance consultancy, some design works), costs of preparing the motorway for operation and equipment purchase costs, Independent Engineer’s remuneration, insurance, adjusting the toll infrastructure in the Nowy Tomyśl – Poznań Section for the closed system operation i.e. the system that will be used in the newly built section, building special bat protection screens and widening animal crossings, fees and interest on loans provided in the construction phase of about EUR 175 million, throughout the concession period, i.e. by 2037: lease rent and concession fee, fees and interest on credits and loans taken, remuneration for the motorway maintenance, toll collection and safety measures; costs of repairs and equipment replacement, including painting the lanes, renovating signing and road markings, repairing motorway flyovers and buildings, etc., costs of building and reconstructing selected intersections and other motorway facilities, renovating road surface in the years of 2025, 2030 and 2035, company costs (including remuneration paid to the Concessionaire’s and lending banks' advisors). Based on the financing model – i.e. a schedule of income and expenses relating to the construction, financing and operation of the A2 Toll Motorway (Section Świecko - Nowy Tomyśl) developed for the entire concession phase (i.e. by 2037) it is estimated that AWSA II, the Operating Company and the Construction Company shall pay to the State Treasury about PLN 1,3 billion as VAT and income taxes. Shareholder’s own input Concessionaire’s own funds of EUR 186 million making about 12% of total project completion costs, including: share capital (EUR 50 million) – Kulczyk Holding S.A. (40%), Meridiam A2 West S.a.r.l., Strabag AG (10%) oraz KWM Investment (10%). shareholders’ loan (EUR 136 million) – Meridiam A2 West S. a.r.l. (93%), Strabag AG (7%) 2