INTERNATIONAL FINANCE CORPORATION A long term partner for global oil and gas.

INTERNATIONAL FINANCE CORPORATIONA long term partner for global oil and gas

Introduction to IFC

3

IFC: A MEMBER OF THE WORLD BANK GROUP

Conciliation and

arbitration of investment

disputes

Guarantees of foreign

direct investment’s

non-commercial

risks

Interest-free loans and grants to

governments of poorestcountries

Loans to middle-

income and credit-worthy low-income

country governments

Solutions in

private sector

development

IBRD

International Bank for

Reconstruction and

Development

IDA

International Development Association

IFC

International Finance

Corporation

MIGA

Multilateral Investment

and Guarantee

Agency

ICSID

International Centre for

Settlement of Investment Disputes

4

Wholly owned subsidiary of IFC

Private equity fund manager

Invests third-party capital alongside IFC

Firm-level advice PPP transaction

advice In partnership w/World

Bank, advice on broader market development and enabling environment for private sector

Loans Equity Trade finance Syndications Securitized finance Risk management Blended finance

IFC ASSET MANAGEMENT

COMPANY

$6.4 bn under mgmt (FY14)

INVESTMENT

$51.7 bn portfolio (FY14)

ADVISORY

720 projects valued at $1.1 bn (FY14)

IFC: INTEGRATED SOLUTIONS FOR INCREASED IMPACT

5

IFC’S GLOBAL REACH

●Washington

●Santo Domingo●Mexico City

●Buenos Aires

●Sao Paulo

●Paris

●Moscow

●Almaty

●New Delhi

●Hong Kong

●Tbilisi●Istanbul

●Cairo

●Dakar

●Nairobi

●Johannesburg

109 country and regional offices worldwide 4,015 staff (57% based outside Washington DC)

●IFC HQ / Hub Offices●IFC Country Offices

THE POWER OF PARTNERSHIPS

6

30+ IFIs/DFIs

Host County Governments

Sovereign Wealth Funds/ Institutional Investors

900 Financial Institution Clients

Civil Society

2,000 Private Sector Clients

20+ Bilateral Donors/ 15+ Private Foundations

IFC’S GLOBAL NETWORK FOR

SOLUTIONS

3,000 Employees in 86 Countries

IFC Added Value in Oil & Gas

8

OVER 50 YEARS OF SECTOR EXPERTISE:

Greenfield projects Expansion projects Modernization projects

Oil and gas corporate strategy

Relationships with international stakeholders,

including investors

Technical advice and support

9

OIL AND GAS EXPERTISE

IFC HAS EXPERIENCE THROUGHOUT THE VALUE CHAIN

Paraguay

President Energy

$24,000,000

Equity Investment

Investor

December 2013

MIDSTREAMUPSTREAM DOWNSTREAM

EXPLORATION E&P OIL PIPELINE LNG GAS DISTRIBUTIONGAS PIPELINE

Egypt, Algeria, Bulgaria

Petroceltic

$100,000,000

Senior Loan

Mandated Lead Arranger

April 2013

Nigeria

Seven Energy

$105,000,000

Equity Investment

Investor (with AMC)

April 2014

Peru

Peru LNG

$300,000,000

Syndicated Project Financing

Lender

June 2007

Chad, Cameroon

ExxonMobil

$200,000,000

Senior Loan & Syndication

June 2001

Turkey

IZGAZ

$51,000,000

Senior Term Loan

Lender

June 2009

Peru

Calidda

$50,000,000

Junior & Senior Term Loans

Lender

March 2010

10

LONG-TERM COMPETITIVE FINANCINGONE STOP SHOP FOR FULL RANGE OF FINANCING INSTRUMENTS

› Subordinated loans

› Income participating loans

› Convertibles, preferred shares

› Private placement in listed equities

› Traditional private equity

› Asset level farm-ins

› Typically 5-20% shareholding

› Not just financial investor, adding to shareholder value

› Corporate loans - Reserve based lending, Straight corporate debt, Partial credit guarantees for bonds

› Long-term project finance - Greenfield, Expansion

› Mobilization of funds from other lenders and investors, through financings, syndications, underwritings and guarantees

EQUITY

MEZZANINE / QUASI EQUITY

SENIOR DEBT & EQUIVALENTS

› Fixed and floating rates

› Local currencies

› Up to 20-year maturity

11

LONG-TERM COMPETITIVE FINANCING

Exploration Appraisal Development Production & MaturityNew Area Mature Area

Aerial surveys

Geochemical

2D seismic

Drilling

Resources

2D, 3D seismic

Nearby wells

Drilling

Resources

3D seismic

Additional wells

Reserves

Development plan

Construction

Data consolidation

Horizontal wells

Water, gas injection

Infill drilling

Wildcat well Discovery well Commerciality First oil / gas

Joint Venture “Farm-in”

Corporate equity

Corporate equity

Mezzanine (QE)

Mezzanine (QD)

Reserve Based Loan

Reserve Based Loan

Senior Loan

IFC ENGAGES ACROSS THE E&P CYCLE

12

LONG-TERM COMPETITIVE FINANCING

CAPITAL MOBILIZATION: IFC WORKS WITH CLIENTS TO FIND FINANCING SOLUTIONS BEYOND ITS OWN ACCOUNT

IFC AFRICAN, LATIN AMERICAN &

CARIBBEAN FUND

Co-invests with IFC in equity and equity-related investments across a range of sectors in Sub-Saharan Africa, Latin America, and the Caribbean

IFC GLOBAL INFRASTRUCTURE FUND

Co-invests with IFC in equity-related investments in the infrastructure sector in emerging markets

IFC ASSET MANAGEMENT COMPANY

SYNDICATED LOANS MANAGEMENT

Mobilizes funds through: (i) Syndicated "B" Loans, mainly through commercial banks, (ii)Coordinated and/or syndicated parallel loans, and (iii) A Loan Participations (ALPs)

IFC‘S SYNDICATED LOANS & MANAGEMENT DEPARTMENT

MANAGED CO-LENDING PORTFOLIO PROGRAM

Allows institutional investors, which provide capital on a portfolio basis, to passively participate in IFC’s future loan portfolio. Through its State Administration for Foreign Exchange, the People’s Bank of China has committed $3 billion in the next 6 years

SOVERIGN WEALTH FUNDS / NATIONAL

INVESTMENT COMPANIES

IFC works closely with Temasek, a national investment company in Singapore, and other investment funds globally to mobilize additional capital for our clients

OTHER FINANCING PARTNERS

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ADVISORY SERVICES

•Community investment strategies•Measuring the impact of community spending•Increasing participation of local businesses in supply chain•Business skills training for local entrepreneurs•Promoting female workforce•Helping local governments manage revenues (e.g. royalties) for economic development

Local economic

development

•IFC works with the different governance priorities, including publicly listed companies, founder and family-owned firms, financial institutions, and newly privatized and state-owned enterprises

•IFC Corporate Governance experts advise clients on (i) defining shareholder rights, (ii) creating a solid control environment, (iii) ensuring high levels of transparency and disclosure, and (iv) setting up an empowered board of directors

Corporate governance

•Energy efficiency analysis to reduce water, energy and raw materials use•Water risk/footprint assessment

Resource efficiency

IFC relies on 50+ years of experience of working in developing countries to develop practical, sustainable business solutions for our clients

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INTEGRATED FINANCING & SUSTAINABILITY EXPERTISE

FINANCING ADVISORY SERVICES

› Equity

› Quasi-equity

› Loans

› Capital markets access and mobilization

› Risk management

› Political risk cover

› Supplier development (linkages)

› Community Development

› Municipal Capacity Building

› World-class environmental and social advice

› Resettlement & Indigenous Peoples

› Access to Community Development Funding

IFC’S PACKAGE DEAL BRINGS TOGETHER WORLD-CLASS TALENT, A GLOBAL OUTLOOK AND A

SOCIAL/ENVIRONMENTAL MANDATE TO DELIVER SUSTAINABLE BUSINESS SOLUTIONS; IFC’S

TEAM INCLUDES FINANCIAL PROFESSIONALS, PETROLEUM ENGINEERS AND GAS SPECIALISTS,

ENVIRONMENTAL SPECIALISTS, DEVELOPMENT EXPERTS, AND COMMUNICATIONS SPECIALISTS

15

COUNTRY RISK MANAGEMENT CAPABILITIES

World Bank synergies

Reduced risk of breach of contract, convertibility

Withholding tax benefit

Strong government relations

Country Risk

Mitigation

Reduced risk of expropriation

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BEST PRACTICE TOOLS IN E&S RISK MANAGEMENT

PERFORMANCE STANDARDS HELP TO IMPROVE THE BOTTOM LINE Ensure smooth and continuous operations

Maximize local development benefits fosters good neighborly relations

Raise project’s acceptance locally and with governments through good corporate citizenship

Optimize resource management (water, energy, etc.)

Create reliable and cost effective supply chains

Attract top talent both locally and internationally

Enhance company brand value to investors

IFC’S IN-HOUSE ENVIRONMENTAL AND SOCIAL SPECIALISTS ASSIST CLIENTS WITH:

Pollution prevention

Cleaner production

Socioeconomic / workplace / labor issues

Land acquisition / resettlement / compensation

Indigenous people

Biodiversity

Community development & consultation

Cultural property

Impact assessments

E&S management systems

Health & safety

HIV / AIDS

Gender empowerment

Select IFC Oil & Gas Investments

18

2008 – First engagement with IFC. IFC provides Corporate Governance advice

2009 – Following the global financial crisis, IFC provides KEC the first ever Shariah compliant RBL and income participation facility

2010 – IFC’s participation in equity round as anchor investor allows KEC to raise US$100 million in midst of Arab Spring

2012 – IFC and Deutsche Bank’s US$165 million RBL for KEC wins Project Finance’s Middle East Upstream Deal of the Year

2014 – IFC continues to provide corporate governance advice ahead of potential IPO

KUWAIT ENERGYIFC’S TRUSTED BRAND ATTRACTS CAPITAL IN RISKY MARKETSKuwait Energy is the largest privately-owned E&P company in Kuwait with assets in Egypt, Yemen, Oman and Iraq

In 2009, IFC provided Kuwait Energy (KEC) with an innovative Sharia compliant US$50 million financing package at a time when commercial banks had limited liquidity. The package consisted of a US$35 million reserve-based loan and a US$15 million income participation loan. IFC also actively assisted KEC with corporate governance and environmental and social issues.

IFC’s ability to deliver results led KEC to seek IFC’s further partnership.

In 2010, KEC invited IFC to participate in a pre-IPO private placement as an anchor investor. KEC was expecting to raise US$50 million equity from IFC and an additional US$50 million from other investors. IFC’s participation was seen by potential new investors as key in demonstrating confidence in the company’s growth potential.

In 2012, following the Arab Spring and with limited appetite from international commercial banks for Middle Eastern risk, IFC again provided the company a US$165 million reserve based loan alongside Deutsche Bank.

Selected Key Investment Risks:

Commodity price risk: Following the sharp decline in oil prices in the second half of 2008, oil prices in 2009 experienced high volatility. Given that backdrop, uncertainty around the near-term behavior of oil prices led to investor discomfort, leading IFC to step in to fill the vacuum.

Country and political risk: Due to the volatility of the political regimes in some countries in which KEC operates, there is risk that a change in government may result in losing licenses issued by previous governments or the enactment of other obstacles of doing business. This was highlighted during the Arab Spring events. IFC continued to fund the company during these times.

Due to the risks above, among others, investors were relying on IFC participation to provide confidence and comfort in the company and the investment.

Summary of IFC Engagement with KEC: Net Production

4,630 boepd

12,798 boepd

9,364 boepd

15,018 boepd

24,921 boepd

First ever Shariah

compliant RBL

19

KOSMOS ENERGY AND THE JUBILEE OIL FIELDIFC STRUCTURES INNOVATIVE SOLUTIONS TO FIT CLIENT NEEDSKosmos Group is privately held and owns growing oil and gas exploration companies focused on West Africa. Kosmos is the partner with the second largest share in the Jubilee project.

In 2009, IFC provided Kosmos Energy with US$100 million loan as part of a US$750 million reserve-based lending facility. The proceeds of the RBL were used for the first phase of development of the Jubilee oil field, Ghana’s first oil production project.

IFC took on an important leadership role in negotiating and structuring the transaction. IFC was essential in converting the financing into a multi-tranche (bridge / senior / junior stand-by / junior overrun) facility that closely met the needs of the borrower.

Additionally, IFC made a key contribution to the investment, facilitating discussions with the Government of Ghana, allowing the company to obtain requisite consents to put the loan facility in place.

When Kosmos took on a second RBL, IFC was happy to continue its support of the company and the Jubilee project by participating in the new US$2.0 billion facility. This second IFC investment, a US$100 million senior loan in 2011, supported an expansion of the Jubilee field as well as the development of new fields in Ghana.

The Kosmos financing was awarded Deal of the Year 2009 by Project Finance Magazine and Project Finance International Magazine in the African Oil and gas category.

IFC further supported the Jubilee project, investing in the partner with the largest share in the field: Tullow Oil.

In 2009, Tullow raised a US$2.0 billion reserve-based lending facility to refinance outstanding commercial bank debt with the remaining proceeds going towards its portion of Phase 1 of the Jubilee project. IFC invested US$115 million in the facility.

IFC invested an additional US$50 million in 2011 when Tullow increased its RBL to US$3.5 billion to fund continued capital expenditure needs.

In 2012, Tullow refinanced its existing RBL facility, requesting IFC to refinance its US$165 million investment as both the company and the other investors valued IFC’s involvement.

20

GEOPARK LIMITED

IFC FORMS LONG-TERM PARTNERSHIPS WITH ITS CLIENTS

2006: Operations in Chile and Argentina. IFC first invests.

2008-9: Additional IFC investments. Quadrupled production and increased acres under license 500% in 2 years, adding over 3 million acres in Chile, via 2 new blocks.

2014: Through a series of acquisitions, now has operations in Chile, Brazil, Colombia, Argentina, and most recently Peru. Revenues have grown at ~180% CAGR since initial investment.

GeoPark is a growing Latin American oil and gas company with operations in Chile, Colombia, Brazil, Peru, and Argentina.

February 2006: IFC invested US$10 million in early-stage equity (pre-IPO) in GeoPark Limited, a junior independent exploration and production company with limited production focused on development of marginal oil and gas reserves in Argentina and Chile.

May 2006: GeoPark was listed on the AIM market of the London Stock Exchange.

December 2006: IFC disbursed a US$20 million loan to GeoPark. This capital was used to expand operations.

By year-end 2006, GeoPark had established itself as the first private oil and gas operator in Chile.

2008: IFC helped facilitate a gas pre-sale financing agreement for US$40 million with Methanex, a methanol producer in Chile. Methanex was looking to pre-order stable gas off-take, which enabled GeoPark to accelerate its Fell Block debt.

2008-9: IFC participated in 3 additional equity rights issues, the proceeds of which helped GeoPark to further expand operations.

2011: IFC acquired 12.5% working interest in the GeoPark-operated unincorporated joint venture in the Otway exploration block in Chile (has since been divested).

February 2014: GeoPark was listed on the New York Stock Exchange under ‘GPRK’.

Although GeoPark has now achieved financial independence, the company continues to seek IFC’s advice on topics ranging from expansion into challenging markets to how to devise a environmental and social action plan for maximum development impact. 2006 2009 2013

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Delonex Energy Limited WITH ITS KNOWLEDGE AND RESOURCES, IFC SUPPORTS ITS CLIENTS AT EVERY CRITICAL JUNCTUREDelonex Energy Limited is an early-stage E&P company that seeks to build a portfolio of East and Central African oil and gas assets. The portfolio will be built up through acquisitions, farm-ins, and direct awards from host governments.

In January 2013, IFC approved an equity investment of up to US$60 million in Delonex. IFC’s investment is part of a US$600 million equity line that will be disbursed as needed based on the company’s achievements.

As a start-up company, Delonex has no producing assets, and as such, needed to offer a unique investment product to raise capital at favorable terms. IFC played a key role in structuring such a product.

Rift Basins:Permo-Triassic (PT)CretaceousTertiaryAfrican – Indian Passive Margin Basins

In addition to helping structure a tailor-made product, IFC provides additional added value to Delonex as well.

Because Delonex is new E&P company in the frontier East and Central Africa region, IFC’s participation provides political risk mitigation comfort to the company to its investors. Delonex intends to enter countries including Ethiopia, South Sudan, Madagascar, Mozambique, Tanzania, Kenya, Uganda, and Chad. With IFC as its partner, Delonex is able to tap IFC’s knowledge of and experience in investing in these risky countries.

Additionally, a long-term partnership with IFC will provide support for Delonex’s future growth plans through additional equity and/or debt.

Delonex views IFC as a key resource in its efforts to implement robust environmental and social standards and corporate governance policies in its operations.

IFC Oil & Gas Track Record

DIVERSIFIED COMMITTED $2.2 BILLION OIL & GAS PORTFOLIO

BY PRODUCT BY REGION

*Equity at market value

52 projects in over 30 countries (June 30, 2014)

SUB-SAHARAN AFRICA22%

ASIA17%

MIDDLE EAST & NORTH AFRICA

15%

LATIN AMERICA35%

SOUTHERN & EASTERN EUROPE

10%

WORLD1%

SENIOR DEBT & EQUIV-ALENTS

69%

EQUITY*31%

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SELECTED INVESTMENTS: LATIN AMERICA

Colombia

Pacific Midstream

$380,000,000 Equity Investment and

AMC MobilizationLead Equity Investor

December 2014

Paraguay

President Energy

$24,000,000 Equity Investment

Investor

Colombia

Pacific Infrastructure

$150,000,000 Equity Investment

Investor (with AMC)

Colombia

PetroNova

$30,000,000 Equity Investment

Investor (with AMC)

Argentina

Medanito

$48,000,000 Equity Investment

Investor (with AMC)

Argentina

CAPSA

$60,000,000 Corporate Facility

Lender

December 2009

Peru

Maple Energy

$10,000,000 Equity Investment

Investor

Peru

Peru LNG

$300,000,000 Syndicated Project Financing

Lender

July 2007 June 2007

December 2013 December 2013 September 2012 July 2011

Peru

BPZ Energy

$75,900,000 Convertible Notes, Reserve-

Based Facility & Equity

Investor & Lender

2006 - 2009

Argentina

Pan American Energy

$550,000,000 Syndicated Corporate Loan

Mandated Lead Arranger

June 2007

24

Brazil

ConstellationOverseas

$103,000,000 Equity Investment

Investor

April 2010

Colombia

EXMAR LNG

$240,000,000 Syndicated Project

Financing

Mandated Lead Arranger

Ongoing

SELECTED INVESTMENTS: AFRICA

Nigeria

Seven Energy

$105,000,000 Equity Investment

Investor (with AMC)

April 2014

Gabon

VAALCO

$65,000,000 Reserve-Based Loan Facility

Lender

Africa Region

Delonex Energy

$60,000,000 Equity Investment

Investor

Cote d’Ivoire

Rialto Energy

$20,000,000 Equity Investment

Investor (with AMC)

Ghana

Kosmos Energy

$100,000,000 Senior Loan

Mandated Lead Arranger

Ghana

Tullow Oil

$165,000,000 Senior Loan

Mandated Lead Arranger

2009, 2011

Africa Region

Afren

$1,000,000 Equity Investment

Investor

Mozambique

ENH Mozambique

$18,500,000 Equity Investment

Investor

April 2005 February 2004

January 2014 November 2013 January 2012

2009, 2012

Gabon

VAALCO

$40,000,000 Revolving Credit Facility

Lender

January 2005

25

Nigeria

Seven Energy

$50,000,000 High Yield Bond

Investor

October 2014

SELECTED INVESTMENTS: EUROPE / MENA

Turkey

TransAtlantic

$80,000,000 Reserve-Based Lending

Mandated Lead Arranger

May 2014

Egypt, Algeria, Bulgaria

Petroceltic

$100,000,000 Senior Loan

Mandated Lead Arranger

Albania

Bankers Petroleum

$67,000,000 Senior Loan & Equity

Investor & Lender

Tunisia

Candax Energy

$10,000,000 Equity Investment

Investor & Lender

Kuwait

Kuwait Energy

$165,000,000 Senior Loan

Investor

2009, 2011, 2012

Egypt

Melrose Resources

$1,000,000 Seed Equity Investment

Investor

November 2006

April 2013 2009, 2012, 2013 January 2012

Tunisia

Topic

$40,000,000 Revolving Credit Facility

Investor & Lender

October 2008

26

SELECTED INVESTMENTS: ASIA

China

ENN Energy

$75,000,000 Senior Loan

Mandated Lead Arranger

2013

Thailand & Indonesia

Salamander Energy

$117,500,000 Senior Revolving Credit Facility &

Junior Term Loan

Lender

India

Cairn Energy

$271,000,000 Credit Facility & Equity Investment

Mandated Lead Arranger & Investor

Thailand & Indonesia

Salamander Farm-In

$25,000,000 Equity Investment

Investor

India

Punj Upstream

$30,000,000 Debt / Equity Financing

Investor & Lender

September 2008

2008, 2009, 2011 2007, 2009 January 2009

Vietnam

SOCO

$45,000,000 Credit Facility

Lender

September 2005

27

SELECTED INVESTMENTS: GAS / LNG

China

ENN Energy

$75,000,000 Senior Loan

Mandated Lead Arranger

2013

Dom. Republic

Linea Clave

$5,000,000 Junior Term Loan

Lender

Peru

Calidda

$50,000,000 Junior & Senior Term Loans

Lender

Turkey

IZGAZ

$51,000,000 Senior Term Loan

Lender

India

GSPC Gas

$15,000,000 Equity Investment

Investor

India

GSPL

$89,000,000 Equity Investment & Term Loan

Investor & Lender

October 2007

India

Petronet LNG

$150,000,000 Syndicated Corporate Loan

Lender

Romania

DistrigazSud

€49,000,000 Equity Investment

Investor

April 2007 February 2006

January 2010 March 2010 June 2009 September 2008

Peru

Peru LNG

$300,000,000 Syndicated Project Financing

Lender

January 2007

Colombia

Promigas

$50,000,000 Credit Facility

Lender

December 2005

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GLOBAL OIL & GAS

Lance Crist Global Head Washington, DC +1 202 473 0773 [email protected]

Olivier Mussat Chief Investment Officer Washington, DC +1 202 458 0244 [email protected]

Haran Sivam Principal Investment Officer Washington, DC +1 202 473 4591 [email protected]

Jorge Bongiovanni Principal Engineer Washington, DC +1 202 458 1796 [email protected]

Didier Savary Principal Engineer London, UK +1 202 580 8410 [email protected]

EUROPE / MENA / AFRICA

Ignacio de Calonje Principal Investment Officer London, UK +44 207 542 8400 [email protected]

Karsten Fuelster Principal Investment Officer Istanbul, Turkey +90 212 385 2550 [email protected]

LATIN AMERICA

Aldo Malpartida Senior Investment Officer Lima, Peru +51 1611 2568 [email protected]

ASIA

Michael Sheng Principal Investment Officer Washington, DC +1 202 473 3679 [email protected]

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IFC OIL & GAS: GLOBAL COVERAGE