2.2 State-owned Productive Enterprises

PRIVATE EQUITY INVESTMENT FUND AS A DEBT INSTRUMENT PRESENTATION

Risks identification and management are fundamental factors for obtaining results and achieving Returns. Strategy to mitigate risk exposure will depend on each particular project. Although ENERMAS LATINOAMÉRICA will endeavor to perform a comprehensive evaluation process from Strategic Partners experience, track record and proven results, risks beyond its control may arise.

4.6.3 STRUCTURING.

ENERMAS LATINOAMÉRICA’s focus as Manager in structuring process will be Investment Committee key analysis aspects. For this purpose, experts’ advice in tax, accounting and legal matters is considered necessary for each Due Diligence process. ENERMAS LATINOAMÉRICA will define convenience of corresponding experts hiring for one or several of issues to be reviewed, always assuming process leadership, being ultimately responsible for each aspect analyzed, considering environmental, social and Corporate Governance aspects.

In any case, ENERMAS LATINOAMÉRICA has among other objectives, to achieve the best possible evaluation results, seeking to speed up process and minimize costs. It should be noted that third party experts hiring will be unique for participation time required on their part in a particular process.

Due Diligence process results will be used to perform an Investment Memorandum update to be submitted to Investment Committee, seeking to obtain a final decision to perform the Equity Investment.

In the event that Investment Committee determination is not to proceed with the Investment Process, a letter of appreciation will be drafted, as previously mentioned, but given the progress of the Investment Process, ENERMAS LATINOAMÉRICA will seek to hold a meeting with the counterparty to discuss the main reasons for such determination, at a level of detail that ENERMAS LATINOAMÉRICA deems appropriate.

In the event that Investment Process decision is to continue, Investment Committee will instruct the General Manager related to main terms and conditions to be negotiated in Proposed Project. The foregoing will serve as a frame of reference for ENERMAS LATINOAMÉRICA as Manager to conduct closing negotiations in Investors best interest, with the understanding that some of suggested terms and conditions may vary from its original proposal. Once Investment Committee approval is obtained, ENERMAS LATINOAMÉRICA will prepare the term sheet.

Due to projects variety in which an Investment may be performed, risks to which each is exposed and diverse flows nature, as well as Investment capital requirement, ENERMAS LATINOAMÉRICA will determine for each Investment Fund participation form. Therefore, there is no predetermined debt/equity ratio. ENERMAS LATINOAMÉRICA will seek to determine the ratio that generates the greatest value capture. ENERMAS LATINOAMÉRICA’s legal team shall initiate Agreements preparation, including necessary legal instruments that guarantee Investment.

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