Overview of Industry and Transaction Agreements Share Sale Agreement, Shareholder Agreement and Concession Agreement Nina Bowyer, Partner 29 November 2011

Share Sale Agreement Parties o BPE o MOFI o Purchaser o Purchaser's Guarantor Consideration and Completion o Consideration is payable in two instalments; (i) 26% on signing of the SPA and (ii) the remaining 74% on completion to be supported by a letter of credit/guarantee o Completion no longer than 6 months after signing of SPA unless the parties agree otherwise 2

Warranties and Liability o Vendors' fundamental warranties on title, capacity and insolvency o Vendor's general warranties in respect of ownership of assets, corporate organisation, properties, litigation, consents and solvency of sale company o Fundamental warranty claims are limited in time to 18 months from completion and general warranty claims are limited in time to 12 months from completion o The Vendors' overall liability for all claims is capped at the purchase price and liability for general warranty claims is capped at 20% of the purchase price o The de minimis threshold for the aggregate of all claims is 2% of the consideration with an individual claim de minimis threshold of US$100,000 Purchaser post acquisition plan 3 Share Sale Agreement

Guarantee o Purchaser required to provide a parent company guarantee and indemnity. Termination o On termination for Purchaser default BPE entitled to retain the initial deposit. o On termination for Vendor default BPE must repay the initial deposit. Dispute Resolution o Governing law : Nigerian o Arbitration: UNCITRAL in London, 3 arbitrators 4 Share Sale Agreement

Shareholder Agreement Parties o BPE o MOFI o Purchaser o Genco/Disco Purpose o Dual purpose – SHA plus performance obligations 5

Shareholder Agreement Performance obligations and liquidated damages o SHA to set out performance standards for five years submitted by the winning bidder/purchaser in its bid (Post Acquisition Plan) o Annual revisions permitted in the performance standards with the consent of BPE/MOFI o Purchaser liable to pay liquidated damages for performance below agreed standards except any force majeure event or any BPE event of default o Liquidated damages to be agreed 6

Shareholder Agreement Reserved Matters o Written approval of BPE and MOFI required for reserved matters o Examples – material changes to the organisation, substantial changes to business, advances, loans or deposits of more than US$5 million, winding up and admission to trading o In the event of disagreement, the matter to be referred to the senior management in two tier process o Deemed consent of BPE/MOFI if failed to consent in 30 days for – disposal of assets exceeding US$5 million; and leasing and licensing in excess of US$1 million 7

Shareholder Agreement Default, Termination and Compensation o BPE defaults include expropriation, nationalisation, compulsory acquisition of material assets o Cross termination provisions for other transaction documents o Prolonged Force Majeure a ground for termination due to performance provisions o Sanction for breach: loss of shareholder voting rights and board appointments o In the event of termination, Purchaser required to transfer its shares in Genco/Disco back to BPE (or such other person as BPE nominates) o Termination payment varies with the termination event. For BPE default and Political Force Majeure, the termination payment to cover (i) a certain percentage of outstanding payments under any PPA (if applicable), (ii) outstanding senior debt, (iii) demobilisation and swap breakage costs, and (iv) equity and equity return 8

Shareholder Agreement Default, Termination and Compensation (continued…) o In the event of termination for Purchaser default the compensation payment would not cover the equity and equity return on the basis that this is the element the investor should put at risk for its default Relationship with Articles o Each SHA to be tailored as appropriate with the relevant Articles for each Genco/Disco o Where the Articles do not provide for certain mechanisms (e.g. put/call options) these maybe incorporated into the SHA (and the Articles if appropriate) o In the event of conflict, SHA prevails over the Articles 9

Shareholder Agreement Restrictions on transfer o Purchaser cannot sell its shares in Genco/Disco for five years o Purchaser can sell shares only with the prior written consent of BPE and the proposed transferee required to accede to the SHA o Obligation on purchaser to maintain Genco/Disco as a going concern for five years Dispute Resolution o Governing law : Nigerian o Arbitration: UNCITRAL in London, 3 arbitrators 10

Concession Agreement Parties o Concessionaire o BPE o Hydro Company Structure o Rights granted by the Concession Agreement operation and maintenance of the power stations design and conduct of restorations (obligatory) right to conduct improvements power generation sale of electricity 11

Structure (continued…) o Supported by other key instruments Water Licence issued by the Minister of Water Resources Generation Licence issued by NERC o Manner in which rights are conferred Fixed Assets - leased to the concessionaire by Hydro Company Lease of the site to the concessionaire by Hydro Company Moveable assets – sold or leased Transfer of certain employees and novation of key contracts Hydro Company and BPE provide support in obtaining licences and other related approvals 12 Concession Agreement

Term Payments o Commencement Fee – 2 tranches o Fixed Fee payable annually o Monthly Royalty Performance o Minimum performance criteria provided with ramp up period o Right to conduct further 'improvements' o Reporting and inspection rights, insurance, health and safety and local content provisions 13 Concession Agreement

Liability regime o Exclusion of indirect damages o Fault based liability regime o Caps and de minimis on liability to be discussed Termination o Concessionaire Event of Default: material breach, insolvency, breach of transaction document – remedy periods provided o FGN Event of Default: material breach, breach of transaction document, expropriation, unjustified failure to grant necessary licences, political FM o General FM o Expiry of term or by consent 14 Concession Agreement

Transfer pricing on termination o will evolve depending on bidder funding proposals o current proposal based on (i) outstanding FGN payments due to the Concessionaire under the PPA (ii) outstanding senior debt in relation to Concession Fees and costs of Restorations (iii) demobilisation and interest rate swap breakage costs PLUS o in the case of FGN Default, equity investment multiplied by an internal rate of return to be agreed for a maximum 5 year period Dispute Resolution o Governing law : Nigerian o Technical disputes: Expert o Arbitration Domestic: Concessionaire: Arbitration and Conciliation Act 2004 International: UNCITRAL in London, 3 arbitrators 15 Concession Agreement