PROJECT FINANCING

AGENDA
Defining Project Financing Typical Project Stages Setting up a Basic Project Finance Structure Raising Capital Key Debt Parameters Bank Internal Procedures - Timeline Minimising Delays

PROJECT FINANCE
Financing of long term infrastructure and/or industrial projects using debt and equity Debt is typically repaid using cashflow generated from the operations of the project. Limited recourse to project sponsors Debt is typically secured by projects assets, including revenue producing contracts
First priority on project cashflows is given to the Lender Consent of the Lender is required to disburse any surplus cashflows to project sponsors

Higher risk projects may require the surety/guarantees of the project sponsors.
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TYPICAL PROJECT STAGES

Set Up SPV

Establishing partnership with Lender

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BASIC PROJECT FINANCE STRUCTURE

PARENT HOLDING COMPANY

UKRANIAN SUBSIDIARY

POLISH SUBSIDIARY

RUSSIAN SUBSIDIARY

PROJECT 1: SPV 1 PROJECT 2: SPV 2

PROJECT 1: SPV 1 PROJECT 2: SPV 2

PROJECT 1: SPV 1 PROJECT 2: SPV 2

BANK
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RAISING CAPITAL
There are Three Financing Options:

Option A:- Debt:Equity 60%:40% Option B:- Debt:Equity 80%*:20% Option C:- Debt:Equity 60%:X+X=40%

RAISING CAPITAL
OPTION A: Debt:Equity 60%:40% BORROWER

EQUITY
40%

PROJECT 1: SPV 1

DEBT
60%

PROJECT SPONSORS

MARFIN LAIKI BANK

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RAISING CAPITAL
OPTION B: Debt:Equity 80%*:40%
BORROWER MARFIN LAIKI BANK

DEBT
60%

EQUITY
20%

PROJECT 1: SPV 1
FULLY SECURED BY OTHER TANGIBLE SECURITY

DEBT
20%
MARFIN LAIKI BANK
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PROJECT SPONSORS

RAISING CAPITAL
OPTION C: Debt:Equity 60%: X+X = 40%
BENEFICIAL OWNERS OF PROJECT X%

BORROWER

EQUITY
40%

PROJECT 1: SPV 1

DEBT
60%

MARFIN INVESTMENT GROUP X%

MARFIN LAIKI BANK

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KEY DEBT PARAMETERS

LOAN AMOUNT/ TYPES REPAYMENT SECURITY/COLLATERAL PRICING CONDITIONS PRECEDENT FINANCIAL COVENANTS DRAWDOWN/CERTIFICATION
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LOAN AMOUNT/ TYPE

60% of the market value of the Project/Property is the maximum debt which may be granted* Amounts vary from 10m to 200m Short/Medium/Long Term Loans Loans granted are typically used to finance: Land acquisition Preliminary expenses Construction VAT (given that it is recoverable)
*Indirect contribution is acceptable Financing Option B
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REPAYMENT
Flexible Repayments Terms Grace Period Offered During Construction Repayment Schedule Matched to the Project Cash Flow Streams Early Repayment Option

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SECURITY/COLLATERAL
Typical Security/Collateral Includes:
Mortgage Charge on Land and Construction Works:
Preferably freehold land Leasehold is acceptable; Terms & conditions differ

Commercial Insurance Policy on Mortgaged Property Pledge of Shares of the Borrowing Company Pledge over the Dividends of the Pledged Shares Corporate Guarantees of Parent/Holding Company Personal Guarantees of Ultimate Beneficial Owners Assignment of all Project Proceeds

Security Agent:
Internal/External Legal Advisors acceptable to both parties
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PRICING
During Construction Period:
3/6/12-month LIBOR/EURIBOR + X%

During Project Operation:

3/6/12-month LIBOR/EURIBOR + X% -1%

Typical Upfront Fees:

Arrangement Fee Once off calculated on Loan Amount Documentation Fees Legal Fees

Other Possible Fees:

Commitment Fees X% p.a. calculated on the daily/monthly/quarterly aggregate un-drawn amount of the Loan Administration Fees Prepayment Fees
ABOVE FEES ARE ONLY INDICATIVE. FEES INDICATIVE DEPEND ON PROJECT STRUCTURE AND RISKS INVOLVED.

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CONDITIONS PRECEDENT
Typically include but are not limited to:
Property valuation report prepared by professional valuer acceptable to the Bank Market Value Coverage 167% Satisfactory due diligence on the Borrower, Corporate Guarantors, Properties offered as Security, etc* Independent Official Confirmation, verifying: Existence of construction permits from local authorities Existence of permits for the commencement of construction works Approval of Loan Facility and Security by the Borrowers Board of Directors or General Assembly
* See Distributed Handouts

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CONDITIONS PRECEDENT
Approval of Security by the Corporate Guarantors and Security Providers Board of Directors or General Assembly Registration of all Security/Collateral with the appropriate Authorities as per Ukrainian Legislation Legal opinions, satisfactory to the Lender, in respect to the Loan Documentation, the Security Establishment of a Construction Account with Marine Transport Bank where loan proceeds (drawdowns) will be deposited

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FINANCIAL COVENANTS
Market Value Coverage 167% at all times Debt Service Ratio X EBITDA Multiple X
Defined as Enterprise Value to EBITDA Applicable for companies actively involved in the development of projects

Minimum current ratio of 1.1

ABOVE COVENANTS ARE ONLY INDICATIVE. INDICATIVE THEY SHALL DEPEND ON THE PROJECT STRUCTURE AND RISKS INVOLVED.
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DRAWDOWN
The Loan may be drawn in several tranches usually at pre-agreed minimum amounts (E.g. 100,000) For each drawdown, the Bank requires a certification report prepared by a Quantity Surveyor or Valuer acceptable by the Bank on the construction work executed. For large projects, the Bank retains the right to appoint its own Project Manager. At any point in time, the aggregate drawn down amount shall not exceed 60% of the Gross Development Value.
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BANK INTERNAL PROCEDURES-TIMELINE

Bank internal procedures include: 2-10 days 2-10 days <20 days Preliminary evaluation of application (business plan, cashflows, etc) Issue/negotiate Indicative Term Sheet Banks Loan Committee Approval

30-60 days Facility & Security Documentation; Execution of Conditions Precedent 1 day Drawdown of Loan Funds & Wire Transfer to Customers MTB A/c
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MINIMISING DELAYS
Ensure that the following documentation is provided to the Bank along with your loan application:
Corporate Structure
(including ultimate beneficial owners, all subsidiaries and SPVs)

Recent Audited Financial Statements of the Borrower & Group Holding/Su-holding Company
prepared in accordance with International Financial Reporting Standards (IFRS)

Project Information:
Business Plan - Feasibility Study - Viability Study Marketing Plan Cashflow projections including assumptions Background on Architects, Contractors, Project Management Team, Marketing Team Copy of Sale and Purchase Agreement, Construction, Lease & other relevant/related Agreements 20 (such as pre-lease agreements, etc)

CONTACT DETAILS

International Corporate Banking Unit 1, Corner Vitsiou and Ellispontou Street,Strovolos P.O Box 22032, Nicosia 1598, Cyprus Email: MPBIntCorp@laiki.com Tel: +357 2236 3905 Fax: +357 2236 3900

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DISCLAIMER
Recipients of this presentation in jurisdictions outside the UK or the US should inform themselves about and observe any applicable legal requirements. This presentation is only being made available to interested parties on the basis that: (A) if they are UK persons, they are (i) persons who are "Investment Professionals", as described in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) persons falling within any of the categories of persons described in Article 49 of the Financial Promotion Order, (iii) persons to whom this Memorandum may otherwise lawfully be made available; (B) if they are United States persons, they are accredited investors as defined under Rule 501(a) promulgated under the United States Securities Act of 1933, as amended; or (C) are outside the United Kingdom and the United States and eligible under local law to receive this Memorandum (all such persons collectively being referred to as Relevant Persons). By accepting this document you represent and warrant that you are such a person. This document must not be acted on or relied on and should be returned to Marfin Popular Bank by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Each person that receives a copy, by acceptance thereof, represents and agrees that he/she will not distribute or otherwise make available this document to any other person. This presentation contains forward-looking statements, which include comments, statements and opinions with respect to our objectives and strategies, and the results of our operations and our business, considering environment and risk conditions. However, by their nature, these forward-looking statements involve numerous assumptions, uncertainties and opportunities, both general and specific. We caution that these statements represent the Groups judgments and future expectations and that we have based these forward-looking statements on our current expectations and projections about future events. The risk exists that these statements may differ materially from actual future results or events and may not be fulfilled. We caution readers of this presentation not to place undue reliance on these forward-looking statements as a number of factors could cause future Group results to differ materially from these targets. Forward-looking statements may be influenced in particular by factors such as movements in local and international securities markets, fluctuations in interest rates and exchange rates, the effects of competition in the areas in which we operate, general market, macroeconomic, governmental and regulatory trends and changes in economic,, regulatory and technological conditions. We caution that the foregoing list is not exhaustive. When relying on forward-looking statements to make decisions, investors should carefully consider the aforementioned factors as well as other uncertainties and events. Any statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. All forward - looking statements are based on information available to Marfin Popular Bank Public Co Ltd. on the date of this presentation and Marfin Popular Bank Public Co Ltd. assumes no obligation to update such statements, unless otherwise required by applicable law. Nothing on this presentation should be construed as a solicitation or offer, or recommendation, to acquire or dispose of any investment or to engage in any other transaction. Neither this presentation nor a copy of it may be taken or transmitted into Australia, Canada or Japan, or distributed, directly or indirectly, in Australia, Canada or Japan. Any failure to comply with this restriction may constitute a violation of Australian, Canadian or Japanese securities law. The distribution of this presentation in other jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions.

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