e2npartners

1. www.e2npartners.com n e partners energy network

2. Who are we? • To become a benchmark energy advisory firm sought after for our distinctive deal-making skills, unique industry connections and insights, delivering effective business solutions in the markets where we operate • Experienced dealmakers, globally connected and tuned to local business, creating a bridge between project owners and investors to unlock value • Senior executives who havesuccessfully established and run energy businesses; and negotiated complex deals on behalf of leading companies e partners energy network n • A point of reference for global and local industry insights - understanding markets, trends, underlying value drivers and risk • A global alliance of professional talent, leveraging our unique network to find the best match to our clients’ business and capital needs Our Vision

3. The e partners Network Oslo Moscow Aberdeen London Calgary Montreal Houston Dubai Mexico City Rio de Janeiro São Paulo Offices Team locations n e partners energy network n www.sp.capital/sp-capitaleng www.trxinvest.com www.entoro.com

4. Who are our core customers Upstream mid-size exploration and production companies (mid-market, Independent) e.g. 3R, Horizon/DOMMO, … Midstream infrastructure players: • Large International Oil & Gas (includes gas to power as channel) e.g. Enbridge, TransCanada • Local independents e.g. Porto Central, Tepor, … • Refined products logistics (storage and transport, including lubes, biofuels, chemicals…) E.g. Vopak, Oil Tanking, VTTI, … Downstream players: • Traders e.g. Vitol, Glencore, Litasco, … • Large Integrated Distributors e.g. Raízen, Ipiranga, … • Mid-size independent Distributors e.g. Postos Miriam, … Who are counterparties or investors IOC’s , NOC’s Investment funds • mega e.g. Apollo, Advent,… • specialized e.g. Flowstream, … • local e.g. Starboard, … Investors / operators, e.g. GPS, … Traders e.g. PetroChina, Vitol, Litasco, … Large Downstream Players e.g. Shell, Raízen, Ipiranga,… e partners energy network n

5. What are our core offers Business and Project Development • Development and execution of strategic plans and projects, identification of opportunities, potential partners, negotiation of agreements for joint ventures, supply, procurement, services and alliances. Transactions Advisory • Mergers, acquisitions and divestments including: target identification, valuation, structuring, negotiation, due diligence, financing, business re-structuring and deal delivery. e partners energy network n

6. Background to the Branding and Positioning e partners energy network n

7. Key attributes – step 1: ranking to develop the positioning and branding

8. Key attributes – step 2: deriving the positioning and branding Core elements: Trust: integrity, reputation, previous references/ proven track-record; credibility (content and way it is communicated); built trust requires a knowledgeable interlocutor and time. However, trust considered as a “given”, not to overstate in branding Effective relationships building: productive connections, networking, references, takes time, requires stewardship, credibility, new and past, web/interconnections; links. Bridge builders: in depth local understanding in markets such as Brazil and the ability to make the right connections with international decision makers and delivers effective alliances - key differentiator Deal Makers: Negotiators, delivery from strategy to execution, contacts, vision, devising, joining the dots, timing (agile and patient), relevant knowledge, track record Value: adding, creating, unlocking Images/ ideas associated: Rock, diamond, crystal, handshake, gold, tourmaline Eye in eye; no hidden agenda; “the book”; bible; respectful International; harbour; maturity; bold / grey hair; Island Shell / Petrobras heritage Ring, chain, net, internet, team, orchestra, Robust, solid, powerful, harmonious Handshake, signed contract, cutting ribbon, champagne, ringing a bell, a gavel e partners energy network n

9. Key attributes – step 3 Final branding option n epartners e partners energy network n www.e2npartners.com

10. n Key attributes – step 4: positioning statement, e Partners The category in which the brand operates: New Business Development and M&A Advisory in the energy sector. e brand is focused on the power of network and unlocking maximum returns, while Partnersis through knowledgeable, experienced, trusted professionals with long-term relationships and the right connections. The target audience: Owner, Board, C-suite level and Investment Committee in companies and investors, on buy side or sell-side of transactions, or in projects. The benefit to the customer: We make it happen – creatingand structuring opportunities, connecting projects and investors, reaching and engaging key decision makers on all relevant sides, supporting successful and timely deal delivery. We provide peace of mind, in critical transactions or projects, adding credibility via highly knowledgeable, networked and experienced professionals with a thorough understanding of the business environment - giving the best, discrete and dedicated advice. The reason why the brand will deliver on this promise: We are industry veterans with successful track records in the international energy sector, with relevant experience in emerging market environments and the personal connections to identify and deliver on opportunities that others cannot reach. Positioning statement: energy to the power of network - dedicated support from leading energy and M&A professionals that do understand your business needs and key markets; adding material value to your business; helping you to deliver the most on transactions or projects by leveraging their know-how and network into each opportunity; connecting you to the right people and companies; and advising you on negotiations to achieve your objectives and successful outcomes. n

11. Structure Organization – 3 levels • Partners – implies responsibilities, risks and eventually rewards sharing (after profit share at project level). • Managing Directors – team members that share in risks and rewards at project level, (profit share signed-off on a project by project basis). • Senior Advisors – entry level and remunerated based upon specific project deliverables, contracted on a project by project basis. Corporate Structure • Unincorporated partnership – owner / licensor of the brand and provider of management services to operating companies. • Operating companies – created in each of the geographies in which we operate with limited liability – linked via service agreements to the general partnership. Shareholding is independent of the partnership structure. (e.g OFSCap AssessoriaEmpresarialLtda, fantasy name: e2n partners Brasil). • Offshore entity – may be created in future to optimize the tax position for major transactions e partners energy network n

12. The Partners e partners energy network n Managing Partner Managing Partner and CEO Managing Partner Senior Partner

13. The Team e partners energy network n Managing Partner Senior Partner Senior Partner Senior Partner

14. The Team e partners energy network n

15. Governance of Partnership • Executive – delegated by partners meeting with day-to-day management of partnership CEO : Mark Controller: Daniel? (pay a small retainer?) Legal: Beatriz • Partners meeting – quarterly key decisions (to be defined) (Mark + Xavier + Martin + Alexandre + Beatriz) + Controller? • Board of Advisors – counsellors, no fiduciary responsibility / tie-breaker for decisions at partner level Aldo Castelli Alexander Idrisov Luis Scoffone Bruno Motta? Scope: business purpose should allow to “do all lawful things to further its core offers and conduct any other type of business that the partners may agree on from time to time.” e partners energy network n

16. Partnership Level • Informal structure – avoid any tax / liabilities • To be decided: initial capital contribution including to set-up costs of the partnership. • To be decided: the option of retaining earnings to reinvest them in the partnership. This is usually a good idea during the initial stages of the business to keep it growing. • New partners incorporated by majority vote. • To be decided: exit provisions e partners energy network n

17. Profit Sharing – Operating Company / Project Level • To be agreed on a project by project basis at Operating Company level. • Guideline – although modified on a case by case basis according to actual contribution: • If NBD/Services project with no investor origination – share divided between Team and House/Partnership • House share is intended to cover cost with some retained profit, before remittance to partnership level • Set at beginning of project by project leader and signed off by participants. Can be modified during course of project if a significant variation in the contribution of the parties • Share is after contribution to any contracted parties and net of taxes. e partners energy network n