Review of Eversholt Rail Group Mary Kenny and David Stickland 6 May 2015

Index Rail Industry Overview Eversholt Rail Business Overview Review of 2014 Financial Performance Covenants & Ratings Ownership Changes Executive Management Changes Q&A

Rail Industry Overview DfT awards the first franchises since the Brown report Industry Update The Rolling Stock Strategy, published by the Rolling Stock Strategy Steering Group, (‘RSSSG’) reaffirmed its projection of a doubling of rolling stock numbers. In February 2015, an updated ‘Long Term Passenger Rolling Stock Strategy’ was published by the RSSSG, which includes rolling stock owners, train operators and Network Rail. The group reaffirmed their previous long term conclusions that the industry will continue to be demand-led, with the UK passenger fleet size forecast to potentially double over the next 30 years Network Rail In March 2014, Network Rail published its five-year plan to invest £38bn in rail infrastructure. The plan (for the period April 2014 to March 2019) includes: up to 700 more trains a day between major northern cities, 20% capacity increase of London’s commuter trains, 850 miles of track to be electrified, upgrades for stations including Birmingham New Street and Manchester Victoria Refranchising DfT awarded: Seven-year Thameslink, Southern and Great Northern franchise to Govia Thameslink Railway Limited Fifteen-year contract to operate passenger services on the Essex Thameside rail franchise to the existing operator c2c Eight-year contract to operate the Inter-City East Coast franchise to Inter City Railways, a joint venture of Stagecoach (90%) and Virgin (10%) Transport Scotland awarded the 10-year ScotRail franchise to Abellio ScotRail, operations commenced on the 1 April 2015 DfT launched the TransPennine Express (TPE), Northern and East Anglia refranchising competitions. The TPE and Northern bids are due to be submitted during Q2 2015

Eversholt Business Overview Underlying demand remains high Eversholt Rail’s Position 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 Eversholt Rail is also in touch with the existing Train Operating Companies regarding potential directly-awarded extensions of the East Midlands Trains and First Great Western franchises 100% fleet utilisation of the passenger rolling stock for 2014 (2013:100%) In November 2014, Eversholt Rail successfully negotiated a one year extension to its existing Revolving Credit facility (‘RCF’). The RCF is now due to mature in 2019. In addition the business also negotiated improved terms and conditions on both this facility and on its term loan Lease extensions (2014) In February, Eversholt Rail signed a series of Single Tender or Direct Award, (STA/DA) lease extensions with Northern Rail to keep our fleet of 3 Class 321s, 5 Class 322s and 10 Class 158s on lease until February 2016 In April, Eversholt Rail signed a lease extension with East Coast Main Line Limited to retain our IC225 fleet on lease until 2019-20 In June, Eversholt Rail signed an STA lease extension with Abellio Greater Anglia to keep our fleets of 61 Class 315s and 94 Class 321s on lease until October 2016 In October Eversholt Rail signed an STA lease extension with London South Eastern Railway to keep our fleets of 112 Class 375s, 36 Class 376s, 29 Class 395s and 97 Class 465s on lease until June 2018

Financial performance (Security Group) For the year ended 31 December 2014 2013 £m Capital rental income 270.0 268.1 Net maintenance income 10.5 5.2 Finance lease income (Depots) 0.9 0.6 Other income 3.6 3.1 Total Income 285.0 277.0 Overheads (21.4) (18.2) 263.6 258.8 Profit on disposal of property, plant and equipment - Depreciation (125.5) (128.6) Fair value adjustment on derivative financial instruments (48.8) 34.7 Net interest and finance cost (141.4) (152.9) (Loss)/profit before tax (52.1) 12.6 Year ended Capital rental marginally higher than 2013 due to additional investment in fleets Higher net maintenance income arises from the increased level of maintenance activity in the year Other income includes asset management fees received from Cross London Trains Ltd Fair value adjustment on derivatives represents the movement in the fair value of the interest rate swaps Net interest and finance cost in 2013 included the unwind of capitalised borrowing costs on the bank acquisition facilities

Statement of financial position (Security Group) As at 31 December 2014 Year ended   31 December 2014 31 December 2013 £m Assets Property, plant and equipment 1,708.4 1,818.4 Finance lease receivables 10.0 10.8 Trade and other receivables 24.7 15.5 Deferred Tax 22.5 12.1 Deferred Revenue 0.0 0.6 Investment in subsidiary 2.8 Inventory 1.6 1.8 Cash and cash equivalents 37.5 88.2 1,807.5 1,950.2 Liabilities Trade and other payables 42.6 31.8 Borrowings 1,757.8 1,820.2 Derivative financial instruments 107.3 58.5 Amounts owed to Eversholt Rail (365) Limited 19.0 36.5 Deferred tax 85.7 89.4 Deferred revenue 100.6 115.7 2,113.0 2,152.1 Net assets (305.5) (201.9) Equity Share capital -* Share premium account 13.7 Accumulated deficit (319.2) (215.6) * £12,000 Property, plant and equipment lower as a result of annual depreciation charge partially offset by investment in the fleets Year end cash of £37.5m after repayment in borrowings Revolving Credit Facility maturity extended by one year to 2019 with a further option to extend by one more year Negative mark to market valuation of interest rate swaps not expected to be realised

Key Funding Activities Enhanced funding platform with the capacity for additional investment in rolling stock Financing Facilities - Term loan 2018, Revolving Credit Facility 2019 Undrawn RCF provides same day liquidity Improved financial efficiency using surplus cash to pay down drawings on RCF Improved financial terms and conditions on the bank facilities following RCF extension agreement by 1 year to 2019 Average debt maturity until mid 2020s 31 Dec 2014 31 Dec 2013 Facility A 5 year term loan (2018) £100m Facility B 5+1 year RCF (2019 + 1) £35m £16m Bond A (2020) £300m Bond B (2025) £400m Bond C (Amort. 2021-2035) MetLife Note (Amort. 2028-2036) £150m Total £1,385.0m £1,366.0m Shareholder Loan (inc capitalised interest) £340.6m £422.8m Current debt structure Cash reserves of £37.5m:- £27.0m Security deposit (restricted) £10.5m Unrestricted cash

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 Leverage test 31-Dec-14 31-Dec-13 (Net debt / EBITDA) Actual Lock-up Backward looking 5.16x < 7.00x 4.96x Forward looking 4.55x 5.21x Interest cover ratio (EBITDA / Interest) 2.87x > 1.75x 2.48x 3.15x 2.88x NPV test (Net Debt / NPV) 50.9% 70.0% 47.2%

Ratings Fitch reaffirmed bond rating at A- (October 2014) Net Debt to NPV considered comfortable S&P reaffirmed bond rating at BBB, with a stable outlook (March 2015) FFO to Debt 11.3% Company and New Shareholders remain committed to ensuring that the bond ratings remain at these levels

Ownership changes CKI acquired Eversholt Rail on 17 April 2015 Business as usual No change to strategy CKI fully supportive of Executive approach & fully supportive of growth opportunities Andy Hunter new Chairman Non Executives from Industry continue KYC (information will follow shortly)

Executive Management changes David Stickland, CFO, joined Eversholt Rail in November 2014 Clive Thomas, Head of Commercial and Business Services, retires October 2015. Responsibilities for legal and company secretarial pass to Dave Stickland from 1 May 2015 Executive Team for 2015: CEO: Mary Kenny CFO: David Stickland COO: Andy Course Head of Relationship Development: Stephen Timothy

Questions?

Appendix - EBITDA Reconciliation

Copyright/confidentiality notice and disclaimer © Eversholt Rail (UK) Limited 2015 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. 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. This presentation is for general information only and is not intended to provide legal, accounting or tax advice. Although every care has been taken in its preparation we make no representation and give no warranty as to its accuracy or completeness. 14