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

2. 2 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Cooperation model o Overview o Cash flows o Role of the Single Service Provider o Cash flows (continued) Contractual structure o Timeline o DBFMO contract o Compensation payment Single Service Provider Creditor risk Guarantee structure Key figures Single Service Provider Content

3. 3 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Cooperation model Overview Interregional Entity Service provider(s) Kilometre charge & vignette users Cooperation agreement Nomination/ Dismissal Board of Directors Monitoring Choice SSP Recognition other SP(s) DBFMO contract Monitoring of execution / KPIs Communication Coordination enforcement Execution of traffic control Staffing of enforcement center Imposition of fines, collection and recovery from users in default Brussels-capital region Walloon region Flemish region Subcontractors DBFMO contract Concession agreements Concessionaires Sofico Other potential concessionaires

4. 4 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Flemish region Brussels-capital region Walloon region Concessionaires Sofico Other future potential concessionaires Cooperation agreement Single Service Provider Kilometre Charge Road Vignette Users Subcontractors Equity providers Debt / bond providers Capital injection Interests & dividends Debt proceeds Interests / repayments Construction and maintenance payments Individual availability payments from all regions and concessionaire(s) Individual user payments to all regions and concessionaire(s) Cooperation model Cash flows

5. 5 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Service points Logistics OBU Back-office Registration Verification Processing Billing Transferring Collection CRM (call center, …) Government Road charge system Single Service provider Government Supervision Cooperation model Role of the Single Service Provider

6. 6 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Immediate payment Sales channels foreign vehicles Road vignette system Back-office CRM (call center, …) Transferrin g Data Belgian vehicles Cooperation model Role of the Single Service Provider (continued) Provision of user data to enforcement back-office Single Service provider Government

7. 7 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Infra- structure Service Provider Personnel govern- ment Supervision Enforcement system Supervision Impo- sition of fines Enforced recovery Collection Government Fixed road side equipment Flexible road side equipment Cooperation model Role of the Single Service Provider (continued) Link with user database service provider and government (road vignette for Belgians) Single Service provider Government Personnel Mobile teams

8. 8 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Cash flows: o Tax payments o Prepayments o Compensation payments Timing cash flows road charge Cooperation model Cash flows (continued) Collection - guaranteed payment LevyingTransferring Day 1Day 2Day 3 User SSP Credit - petrol card company SSP Regions / concessionaire(s) SSP Regions / concessionaire(s) Payment Declaration Registration of driven kilometers

9. 9 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Contractual structure Timeline The DBFMO contract will cover a period of o 1 – 1,5 years of construction, plus; o An operational phase of 12 years following the Availability Date; o The contract period can be extended by 3 periods of 1 year (each) 1 – 1,5 years Construction phase 12 years1 year Operational phaseOptional extensions

10. 10 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV 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 Contractual structure DBFMO contract

11. 11 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV The fixed component would cover the fixed costs incurred by the SSP, amongst others: o The repayment and remuneration of financing facilities which are used to fund the capital expenditures; o Fixed costs associated with the project management, maintenance and operations; o Costs associated with enforcement. The variable component would cover the variable costs incurred by the SSP, amongst others: o 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; o 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. Contractual structure Compensation payment Single Service Provider

12. 12 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV The allocation key of the compensation would be based on the following principles: Services kilometre 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 Contractual structure Compensation payment Single Service Provider (continued)

13. 13 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV 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: o Credit cards o Petrol cards o Payments made in advance

14. 14 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Guarantee structure Guarantees that would be provided by an external party: The SSP would need to provide directly or indirectly: o During construction, a guarantee covering liquidated damages in case of delays; o During the first years of operation, a guarantee covering potential conception and construction defects; o 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; o During the operational phase, a first demand guarantee which covers a loss of tax/toll income (amount to be determined).

15. 15 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV Key figures Single Service Provider € 200 million - € 300 millionEstimated CAPEX: Estimated debt funding need:€ 300 million - € 400 million

16. 16 The Fairway consortium consists of KPMG Advisory burg. CVBA, Eubelius burg. CVBA and Collis BV 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.