Effective protection against destructive governments. No responsible and prudent investor or asset manager can afford ignoring the threat of future legislative and regulatory changes based on repeated attacks in the past. www.globalinvestmentprotection.com GLOBAL INVESTMENT PROTECTION 18:00 y a 0 d 0 n : u 2 S 1 Investors tend to strongly underestimate the risks of investments 0in regulated and licensed sectors. A fundamental shift in 0 : 6 0 0 Union into a net importer of capital, which in combination with growing fiscal global investment flows has turned 0the:0European 0 and beyond,0triggers pressures a significantly stronger need for effective investment protection. 1S8in:0Europe u ay 18:00The missionnd of Global Investment Protection AG is the development and implementation of strategies and structures provid0 :00effective investment protection against damages or total losses resulting from any kind of unreasonable ing investors0with 0 0 example (retroactive) regulatory and tax measures implemented by host governments. governmental measures, such 6as:0for 12:00 Monday 18:00 00:00 Solutions available for: DE CZ BG RO 06:BE 00 12:00 GB HU PL ES IT SK PROTECTION: BENEFITS: Restructuring of ownership under the strongest available BIT protection Lobbying and pre-emptive intervention On-going corporate management and structuring BIT protection against retroactive measures Access to arbitration Secure structure increases secondary market value and liquidity Tax efficient structure for dividend flows and capital gains Investor in renewable energy (RE) in Europe PROTECTION NO ACTION Active defense against retroactive legislative and regulatory changes RESTRUCTURING Increasingly risky form of ownership Asset may ultimately become unsellable Potential complete loss of investment Owner of a secured RE investment Eligibility to BIT protection – the only effective means of shielding against retroactive measures Being part of the National Defense Unit with coordinated approach towards the government and a cost sharing mechanism The protection platform is open to ALL investors in RE assets in the European Union. Monday 00:00 06:00 Most Optimal Jurisdiction (MOJ) Tuesday 00:00 0 18:0RESTRUCTURING 12:00 Host country 18:00 Tuesday 00:00 Gain approval from project lender Establish a MOJ company with transparent ownership structure Execute preliminary technical and legal due diligence Prepare necessary documentation to substantiate legitimate expectations of investment TRANSFER 06:00 (in the form of contribution) 2:00 country power plant Investment in1Host a Webecomes dne MOJ investment sday 0 whereas the UBO remains unchanged. 0:00 18:00 06:00 Subject to protection of applicable BITs* * important to comply with local substance requirements Global Investment Protection offers a wrapper securing your investment into EU renewable energy assets. New vs. current ownership structure Future structure allowing BIT protection Current ownership structure Ultimate Beneficial Owner Ultimate Beneficial Owner UBO remains unchanged Most Optimal Jurisdiction Host country investment Host country investment The means are limited but available and require above all their determined use. 12:00 0 Currently available legal options to protect RE investments against retroactive legislative and regulatory changes Legal option Solution? Why? Local courts NO Difficult, if not futile for the protection of RE investments. Example: Negative ruling of Constitutional Court in the Czech Republic. European Commission appeals NO No inclination to support RE investors in individual jurisdictions. Energy Charter Treaty NO Due to the tax carve-out, retroactive tax measures are not covered. Bilateral Investment Treaties (BITs) between EU countries NO Although they provide protection of foreign investments, BITs between EU countries are expected to be terminated in the course of 12–18 months. Bilateral Investment Treaties (BITs) between the RE investment host country and Non-EU country YES The last resort granting investment protection against retroactive tax and regulatory measures covering RE investments in the EU. ARBITRATION BIT protection of (newly restructured) MOJ investment Nothing is guaranteed, but such protection is the only currently available and effective defense. Eligibility to initiate international arbitration against the host country Sole claimant Numerous equally structured and protected investors are pooled together Economies of scale Costs of arbitration are spread and capped at EUR 50 000/MWp (the rest is to be arranged by GIP) Expected cost load EUR 6–10 mln EUR Unified and coordinated arbitration process by GIP team who are experienced in arbitrations in relation to RE investments in the EU 500 000 Arbitration Cost-at-Risk per MWp in EUR 400 000 300 000 200 000 Arranged by GIP Arbitration 100 000 cost cap €50 000 0 0 Global Investment Protection AG Weinplatz 10, 8001 Zürich Switzerland T +41 44 501 69 01 100 200 300 400 500 MWp Georg Hotar Managing Director Anastasiya Stankevych Business Development Manager M +41 76 340 46 32 [email protected] M +41 76 818 93 91 [email protected]