Business and organization model

1. Business and organization model Market consultation information meeting September 10th, 2012

2. Cooperation model Overview Cash flows Role of the Single Service Provider Cash flows (continued) Contractual structure Timeline DBFMO contract Compensation payment Single Service Provider Creditor risk Guarantee structure Key figures Single Service Provider Content

3. Cooperation modelOverview • Concession agreements • Concessionaires • Sofico • Otherpotentialconcessionaires Brussels-capital region Flemish region Walloon region • Execution of traffic control • Staffing of enforcement center • Imposition of fines, collection and recovery from users in default • Cooperation agreement • Nomination/ Dismissal Board of Directors • Monitoring • Choice SSP • Recognition other SP(s) • DBFMO contract • Monitoring of execution / KPIs Interregional Entity • Communication • Coordination enforcement Service provider(s) Kilometre charge & vignetteusers • DBFMO contract Subcontractors

4. Cooperation modelCash flows Cooperation agreement • Concessionaires • Sofico • Otherfuturepotentialconcessionaires Flemish region Brussels-capital region Walloon region Individual user payments to all regions and concessionaire(s) Individual availability payments from all regions and concessionaire(s) Capital injection Equity providers Users Single Service Provider Interests & dividends Kilometre Charge Road Vignette Debt proceeds Debt / bond providers Construction and maintenance payments Interests / repayments Subcontractors

5. Road charge system Cooperation modelRole of the Single Service Provider Single Service provider CRM (call center, …) Government Service points Billing Collection OBU Back-office • Registration • Verification • Processing Logistics Transferring Supervision Supervision Government Supervision Supervision

6. Cooperation modelRole of the Single Service Provider (continued) Road vignette system Single Service provider CRM (call center, …) Government Immediate payment Transferring Sales channels foreign vehicles Back-office Provision of user data to enforcement back-office Data Belgian vehicles

7. Cooperation modelRole of the Single Service Provider (continued) Link with user database service provider and government (road vignette for Belgians) Infra-structure Service Provider Enforcement system Single Service provider Government Fixed road side equipment Enforced recovery Impo-sition of fines Flexible road side equipment Personnel govern-ment Infra-structure Collection Personnel Mobile teams Supervision Government Supervision

8. Cooperation modelCash flows (continued) Credit - petrol card company Regions / concessionaire(s) User SSP Payment Declaration Payment Regions / concessionaire(s) SSP SSP SSP Collection - guaranteedpayment Registration of driven kilometers Levying Transferring Day 1 Day 2 Day 3 • Cash flows: • Tax payments • Prepayments • Compensation payments • Timing cash flows road charge

9. Contractual structureTimeline Construction phase Operational phase Optional extensions 1 year 1 – 1,5 years 12 years 1 year 1 year • The DBFMO contract will cover a period of • 1 – 1,5 years of construction, plus; • An operational phase of 12 years following the Availability Date; • The contract period can be extended by 3 periods of 1 year (each)

10. Contractual structureDBFMO contract • DBFMO contract • Debt for the project has to remain ESA95 neutral • Compensation SSP: availability based compensation payments • Compensation payments would be matched to the cost structure of the SSP (see next page) • Compensation payments: fixed and variable components

11. Contractual structureCompensation payment Single Service Provider • The fixed component would cover the fixed costs incurred by the SSP, amongst others: • The repayment and remuneration of financing facilities which are used to fund the capital expenditures; • Fixed costs associated with the project management, maintenance and operations; • Costs associated with enforcement. • The variable component would cover the variable costs incurred by the SSP, amongst others: • The cost of vignettes and active OBU’s in addition to what will be required to be made available by the Service Provider before the system operation start date; • Other variable costs such as data communication costs, tax/toll collection costs, … • Deductions and penalties that would be based on KPI performance • Apart from the compensation from the government, the SSP would be able to claim a handling fee from the users upon return of the OBU.

12. Contractual structureCompensation payment Single Service Provider (continued) • The allocation key of the compensation would be based on the following principles: • Serviceskilometre charge: regions contribute according to their share in the revenues • Services road vignette: an agreed split between the regions would be applied • Enforcement: every region pays for the enforcement infrastructure and services

13. Creditor risk • The SP guarantees payment of the toll charge for his client up to the SP’s notification to the Regions and Sofico that the client is in breach of his (legally regulated) contractual obligations • The client/user who does not fulfill his (legally regulated) obligations will be directly liable toward the Regions and exposed to the Region’s enforcement system. • The SP is obliged to accept every client that can present a guaranteed method of payment. There will be no obligation to accept clients which can not present a guaranteed method of payment. • Guaranteed methods of payment include: • Credit cards • Petrol cards • Payments made in advance

14. Guaranteestructure • Guarantees that would be provided by an external party: • The SSP would need to provide directly or indirectly: • During construction, a guarantee covering liquidated damages in case of delays; • During the first years of operation, a guarantee covering potential conception and construction defects; • During the operational phase, a guarantee 2 to 3 years before the end of the contract covering the works to be carried out according to a final maintenance and renewal audit carried out independently; • During the operational phase, a first demand guarantee which covers a loss of tax/toll income (amount to be determined).

15. Key figures Single Service Provider Estimated CAPEX: € 200 million - € 300 million Estimated debt funding need: € 300 million - € 400 million

16. Important disclosure • This presentation is intended for market consultation purposes only and its content may be subject to change. This presentation does not provide technical, financial, nor legal advice and does not intend to grant any rights to its addressees and readers.