Review of Eversholt Rail Group Mary Kenny and David Stickland 25 May 2016

2 1.Rail Industry Overview 2.Eversholt Rail Business Overview 3.Review of 2015 Financial Performance 4.Corporate Structure Changes 5.Covenants & Ratings 6.Resources 7.Q&A Index

3 Industry Update Rolling Stock Strategy Steering Group publishes its fourth annual update In March 2016, the Rolling Stock Strategy Steering Group published the fourth annual update of its passenger rolling stock strategy for the next 30 years which suggests that the national fleet will be expanded by between 51% and 99% to meet growing demand. The strategy predicts that between 13,000 and 20,000 new electric coaches will be needed between now and 2045, though delays to the electrification programme mean that more self-propelled vehicles than previously anticipated may be required over the next 5-10 years. Office of Rail and Road Latest statistics from the Office of Rail and Road show that the total number of passenger journeys has more than doubled in the past two decades billion train journeys were made in the year ended 31 December 2015 and London and South East sector accounted for 69.4% of all the journeys in Great Britain in the quarter ended 31 December Refranchising (announced in the last 12 months) Direct Awards: o First Group to continue to run the Great Western Franchise until April 2019 o London Midland to continue to run passenger rail services on the West Midlands franchise until October 2017 Franchises Awarded: o Stagecoach to continue to operate train services on the East Midlands franchise until February 2018 o Northern Franchise to Arriva, and the Transpennine Express to First Group Launched: o South Western (to run from June 2017), o West Midlands (to run from October 2017) o Intercity West Coast franchise due to commence in April 2018 Rail Industry Overview DfT Rail franchising programme continues

4 Eversholt Rail’s Position New Business Almost £1bn of new vehicles on order; £90m draw down in 2015 Eversholt Rail signed the following contracts: o July 2015, with First Great Western and Hitachi to procure and finance 173 new AT300 vehicles worth £361 million o January 2016, with Arriva Rail North Limited and Construcciones y Auxiliar de Ferrocarriles (CAF, S.A) to procure and finance 281 new vehicles worth £490 million for the new Northern rail franchise o May 2016, with First TransPennine Express and CAF to procure and finance 60 vehicles worth £120 million Franchising Opportunities Eversholt Rail is currently in discussion with bidders, the DfT and TfL on all of the “live” franchises. Within these franchises there are several potential new build opportunities Lease Extensions (2015) In April 2015, Eversholt Rail signed 10-year leases with Abellio ScotRail to keep our Class 318, Class 320, Class 334, and 7x3 car Class 321s on lease until 31 March 2025 (with a 7 year break option effective on 31 March 2022). The Class 380 fleet is also on lease for the duration of the next franchise Eversholt Rail also signed new leases with MTR (Crossrail) and London Overground to ensure that the entire Class 315 fleet is on lease until December 2018, with a further 2 year extension with MTR (Crossrail) for 20 of the 61 units. In addition a lease extension was signed with Govia and a new lease with First Great Western guaranteeing the entire Class 365 fleet is on lease until 2019 Eversholt Rail Business Overview Business wins three major new build procurements

5 Eversholt Rail’s Position (continued) Asset Disposals On 27 February 2015, Eversholt Rail sold its entire wagon portfolio (920 wagons and 63 load units) to Nacco (UK) Ltd. In addition, 22 MKII vehicles were sold in March to Serco. Fleet Utilisation 100% fleet utilisation of the passenger rolling stock for 2015 (2014:100%) Financing In November 2015, Eversholt Rail successfully completed a new £90m private placement with New York Life which has provided the funding for the first draw down on the Great Western Railway (formerly First Great Western) new build Revised and amended the bank facilities with improved terms and conditions o Revolving Credit Facility has been extended to £600m; tenor years o Repaid £100m term loan which was due to mature in 2018 Eversholt Rail Business Overview Business sells its wagon portfolio

Financial performance (Security Group) For the year ended 31 December 2015  Capital rental higher than 2014 due to additional investment in fleets  Higher net maintenance income arises from the increase level of maintenance activity on specific fleets  Overheads includes some one-off exceptional items following the internal restructure and sale of the business  Profit on disposal of assets reflects the sale of the wagon portfolio and some Mark II coaches  Lower depreciation is a result of asset life extensions  Fair value adjustment on derivatives represents the movement in the fair value of the interest rate swaps 6

Statement of financial position (Security Group) As at 31 December 2015  Property, plant and equipment is flat against 2014 with investment in new build and existing fleets offset by the annual depreciation charge  Year end cash of £72.7m after £44.5m distribution to shareholders  Revolving Credit Facility extended to £600m and its maturity to 2020 with further options to extend by one years to 2021 and 2022  Negative mark to market valuation of interest rate swaps not expected to be realised 7 Year ended 31 December December 2014 £m Assets Property, plant and equipment 1,708.4 Finance lease receivables Trade and other receivables Deferred Tax Derivative financial instruments Investment in subsidiary 2.8 Inventory Cash and cash equivalents , ,807.5 Liabilities Trade and other payables Borrowings 1, ,757.8 Derivative financial instruments Amounts owed to Eversholt Rail (365) Limited Deferred tax Deferred revenue , ,113.0 Net assets (275.5) (305.5) Equity Share capital -* Share premium account 13.7 Accumulated deficit (289.2) (319.2) (275.5) (305.5) * £12,000

8  Financing o New £90m private placement with New York Life o £100m bank term loan repaid o Improved financial terms and conditions to the Revolving Credit Facility - extension to £600m and maturity to 2020 with options o RCF undrawn by £580m at 31 December 2015  Average debt maturity mid 2020s  Cash reserves of £72.7m:- –£26.9m Security deposit (restricted) –£45.8m Unrestricted cash 31 Dec Dec 2014 Facility A 5 year term loan (2018)Nil£100m Facility B 5+1 year RCF ( )£20m£35m Bond A (2020)£300m Bond B (2025)£400m Bond C (Amort )£400m MetLife Note (Amort )£150m New York Life (2030)£90mNil Total£1,360.0m£1,385.0m Shareholder Loan (inc capitalised interest) £364.7m£340.6m Key Funding Activities New private placement and enhanced terms to the Revolving Credit Facility Senior Debt maturity profile

Restructuring On 31 December 2015 Eversholt Rail moved its central management and control of European Rail Finance Ltd (ERFL) to the UK and leased its Irish rolling stock assets to the UK. In addition, Eversholt Rail (380) Limited’s transferred its trade and assets to European Rail Finance (GB) Limited. o No change to the Security Group o All rolling stock assets now within the UK group o ERFL now UK tax resident o Outside the scope of Diverted Profits Tax from 2016 o Diverted Profits Tax provision in 2015 of £24m. Negotiations on-going with HMRC o Irish exit tax charge of circa £25m 2016 Restructuring o We are now scoping a further group restructure to simplify the group o Post last years asset reorganisation the Luxembourg and Irish entities no longer add value to the group o These entities together with some of the UK entities will be managed out of the group structure, leaving a much simpler organisation o The top company for the Security Group will be a new UK Holding Company o No change to group profit, risk profile and security Corporate Structure changes Business moves its central management and all of its assets to the UK

10 Covenants Ratios substantially below the lock up limits  All ratios were substantially below the lock up levels and are projected to remain so  Intention is to maintain these ratios with plenty of headroom to provide scope for investment

11 Ratings  Fitch affirmed bond rating at A- (October 2015) –Net Debt to NPV expected to remain within rating guidance –Due to go to committee in June 2016  S&P affirmed bond rating at BBB, with a stable outlook (March 2016) –FFO to Debt 13.0%  Company and New Shareholders remain committed to ensuring that the bond ratings remain at these levels

12 Resources

13 Questions?

14 Appendix - EBITDA Reconciliation

15 Copyright/confidentiality notice and disclaimer © Eversholt Rail (UK) Limited 2016 By attending this presentation, or reading the presentation slides, you agree to be bound by the following disclaimer: (a) the contents of this presentation are private and confidential and are provided on the basis that they are not copied, circulated or otherwise divulged to others without our express written consent. This presentation is for the exclusive use of the persons to whom it is addressed and their advisers and shall not be copied, reproduced or distributed (in whole or in part) or disclosed by recipients to any other person nor should any other person act on it. Recipients of this presentation agree to keep confidential at all times information contained in it or made available in connection with this presentation; (b) Eversholt Rail (UK) Limited gives no undertaking to provide the recipients of this presentation with access to any additional information or to update this presentation or any additional information or to correct any inaccuracies in it which may become apparent; (c) this presentation is for general information only and is not intended to provide legal, accounting, tax advice and does not constitute advice or a recommendation of any other nature. Although every care has been taken in the preparation of this presentation, we make no representation and give no warranty as to its accuracy or completeness and no responsibility or liability is accepted, by Eversholt Rail (UK) Limited, its owners or any of their direct or indirect subsidiaries, officers, employees, advisers or agents, on the accuracy, completeness or reasonableness of its contents, including any opinions or forecasts in it; and (d) we acknowledge that some recipients may be subject to the Freedom of Information Act 2000 and we therefore reserve the right to make representations as to whether or not, or on what basis, any information should be disclosed and, in particular, whether the exemptions set out in sections 41 and 43 of that Act are applicable.