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A Regional Leader in the Energy Sector

A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

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Page 1: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

A Regional Leader in the Energy Sector

Page 2: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

2

The proposed transaction involves the sale of a minority interest in EEB, a

holding company with a strong participation in energy markets in Colombia,

Peru, Guatemala and Brazil.

Proposed Transaction Overview

Transaction

Background

Ecopetrol recently sold a portion of its 6.87% of the outstanding shares owned of EEB through

“Round 1” of Ley 226

On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds

Secondary

Offering –

Round 2

The proposed transaction, “Round 2,” involves

the sale of the remainder of Ecopetrol’s stake, or

~3.03% of the outstanding shares of EEB

The minimum price for the offering is COP 1,815

per share based on COP 1,740 per share offered

in Round 1, adjusted by inflation according to

Ecopetrol Divesture Decree

Key Transaction Terms

Ticker:

Type:

Offered Shares:

Price:

Format:

Selling Agents:

EEB-CO

Secondary Sale

278,225,586

COP 1,815

Secondary Block

Trade

Page 3: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

EEB Corporate Structure

3

EEB generally controls its subsidiaries or partners with world class

operators following a long track record of success.

Transmission Distribution Distribution

Electricity

Transport

Natural Gas Services

Generation

51.5%

2.5% 1.7% 51%(1)

16.2%

99.97%(2)

15.6% 100%

25%

100%(3)

66%(3)

100% 51.5%

99.9%

95.3% 100%

100%

100%

40%

40%

51%(4)

51%(4)

51%(4)

51%(4)

Source: Company filings.

(1) EEB ownership through DECSA Special Purpose Vehicle. (2) EEB ownership directly and indirectly through IELAH Spain (additional 31.92%).

(3) EEB effective ownership via direct and indirect stakes. (4) Acquired on March 27, 2015 for ~USD158 mm.

Colombia

Peru

Guatemala

Brazil

Page 4: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

Investment Highlights

Page 5: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

EEB’s subsidiaries have market leading participations across the energy chain and are well positioned to benefit from the expected

growth in electricity and natural gas markets in the region

Key Investment Highlights EEB represents an extraordinary opportunity to participate in a leading

diversified platform across regional energy markets.

Key Investment Highlights

Leading Participant in Relevant Energy Markets 1

Sound industry dynamics as well as strong growth outlooks for electricity and natural gas sectors in Colombia, Peru and Guatemala

provide significant growth opportunities for EEB and its subsidiaries

Strong Footprint in Attractive Energy Markets in LatAm 2

Due to the industry’s regulated framework, EEB’s distribution and transportation businesses provide stable streams of predictable

earnings. Carefully selected brownfield projects also provide significant growth opportunities

Growing Revenue Base Propelled by Disciplined Capex Planning 3

EEB receives a stable flow of dividends from its subsidiaries with dividend policies that promote maximum payout ratios. In turn,

EEB pays out an attractive and reliable amount of dividends to its shareholders

Track Record of Creating Value for Shareholders 4

EEB has successfully accessed the debt and equity markets in recent years to help finance important investment plans, including the

acquisition of a 32% stake in TGI. Several liability management transactions undertaken to reduce EEB’s overall financial costs

Continued Access to Financial Markets to Fund Expansions 5

EEB has strong relationships with its shareholders, including the Government of Bogotá, as well as with its partners (e.g. Endesa,

Gas Natural, ISA, etc.)

Strong Shareholders and Partners 6

5

Page 6: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

Leading Participant in Relevant Energy Markets

6

1

Electricity

EEB’s subsidiaries have market leading participations across the energy

chain in Colombia, Peru and Guatemala.

Natural Gas

Generation

Market Share Inst. Capacity (%)

Market Share Generation (%)

# 3 Colombia

19.1%

21.2%

Transmission

Market Share (%)

(Km of lines)

# 2 Colombia

10.1%

Distribution

Market Share (%)

(Kwh)

# 1 Colombia

26.6%

Transmission

Market Share (%)

(Km of 220-138 kV lines)

# 1 Peru

57.6%

Transmission

Project Ongoing

(850 Km L/T and 24 S/E)

# 1 Guatemala

Distribution

Market Share (%)

(No. clients)

# 1 Colombia

59.0%

Transportation

Market Share (%)

(Average volume transported)

# 1 Colombia

87.0%

Distribution

Market Share (%)

(No. clients)

# 1 Perú

100.0%

Source: Company filings.

Page 7: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

860 892 905

1,047 1,106

1,285

2010 2011 2012 2013 2014 … 2018E

2,900 2,774

3,982

4,459 4,700

5,161

2010 2011 2012 2013 2014 … 2018E

Source: ANH, MEM, UPME (medium scenario).

Perú

Strong Footprint in LatAm Natural Gas Markets…

7

2

Colombia

Natural Gas Footprint Natural Gas Footprint

Natural Gas Demand (mpcd) Natural Gas Demand (mpcd)

Proved Reserves

14,626

BCF

Residential

Industrial

Natural Gas Pipeline

Main grid expansion

EEB is well positioned to benefit from the expected growth in the natural gas

sector via its investments in TGI, Gas Natural, Promigas, Calidda & Contugas.

References

Natural Gas Reserves

City

Field

Bucaramanga

Bogota

Neiva

Cali

Medellin

3.15 tcf

1.97 tcf

Eastern Producers:

Ecopetrol Equion

Upper Magdalena Valley

Lower and Middle Magdalena Valley

Northern Producers: Chevron Ecopetrol

1.89 tcf

Ballena

Cusiana

Page 8: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

56,148 57,157 59,367 60,885

63,964

73,867

2010 2011 2012 2013 2014 … 2018E

…And in LatAm Electricity Markets As Well

8

2

Colombia Electricity Demand

(GWh)

Perú Guatemala

Source: ANH, MEM, UPME (medium scenario).

Sound electricity industry dynamics expected to positively impact EEB’s

performance, via its investments in Isagen, ISA, Codensa, Emgesa, among others.

32,314 36,779

40,940 43,559 43,102

67,492

2010 2011 2012 2013 2014 … 2018E

8,134 8,473 8,730 8,945 9,231

12,630

2010 2011 2012 2013 2014 … 2018E

Page 9: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

$3,311,701$3,513,739

$3,699,245 $3,802,041

$4,092,963

$2,125,147

2010 2011 2012 2013 2014 2Q 15

$1,237,673

$1,693,167

$1,902,952

$2,183,395

$2,530,768

$1,136,694

2010 2011 2012 2013 2014 2Q 15

Growing Revenue Base…

9

3

Natural Gas Distribution Revenue Electricity Distribution Revenue

Natural Gas Transportation Revenue Electricity Transmission Revenue

(COP mm)

As a result of participating in a regulated industry, EEB’s revenues are stable

and predictable (81% of total revenues come from regulated businesses)

(COP mm) (COP mm)

Source: Company filings.

Note: Total of operating revenues per company – aggregated figures for comparable purposes.

Average COP/USD exchange rates used for every year were the following; 2010:$1,914; 2011: $1,943; 2012: $1,768, 2013:$1,927; 2014: $2,393, 2Q 2015:$2,585.

(COP mm)

$647 $872 $1,076 $1,109 $1,133 $440 (USD mm) $1,730 $1,809 $2,092 $1,973 $1,711 $822 (USD mm)

$769,161$820,851

$948,514

$1,113,894

$1,365,600

$691,098

2010 2011 2012 2013 2014 2Q 15

$402 $423 $536 $578 $571 $267 (USD mm) $366 $426 $358 $289 $295 $162 (USD mm)

$700,443

$826,676

$632,706

$556,743

$705,122

$418,157

2010 2011 2012 2013 2014 2Q 15

REP

CTM

EEB Transmission

TGI

PROMIGAS

GAS NATURAL

CALIDDA

CODENSA

EEC

EMSA

Page 10: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

… Propelled by a Solid Capex Plan

10

3

Associates

Revenue growth has been sustained by a strong capex plan at the subsidiary

and the associate level.

Source: Company filings.

(1) Excludes Brazil acquisition amount – USD158 mm.

(2) Expected annual revenues.

Executed Capex by Segment(1) Executed Capex by Segment

Projects Update (2Q 2015)

UPME Project Status EAR(2)

USD MM On Stream

Armenia 89.3% $1.28 2Q 2015

Tesalia 85.3% 10.9 4Q 2015

Chivor II Norte 47.0% 5.52 3Q 2015

Bolívar-TermoCartagena 17.2% 11.2 1Q 2017

Sogamoso-Norte 21.7% 21.2 3Q 2017

Rio Cordoba Substation 17.0% 1.81 4Q 2016

Southwest Reinforcement Project Awarded 24.37 3Q 2018

Río Cordoba Transformadores Project Awarded 0.6 4Q 2016

La Loma Project Awarded 1.29 4Q 2016

Ecopetrol San Fernando 1.8% N.A 2Q 2017

Projects Update

El Quimbo Project (400 MW)

Total investment: USD1,231 mm

Execution 1H15: 94.3%

Full operation: 4Q15

Subsidiaries

$10

$16

$47

$202

$13

$23

$52

$59

Gas Transportation

Electricity Distribution

Gas Distribution

Electricity Transmission

EEC4.0% TGI

6.0% Contugas

3.0%

Cálidda14.0%

Trecsa5.0%

EEBIS GTM/PE3.0% EEB Trans.

65.0%

Capex by Company (2Q’15)

$1

$11

$18

$52

$248

$6

$19

$82

$58

$199

Gas Distribution

Electricity Distribution

Electricity Transmission

Gas Transportation

Electricity Generation

Promigas3.2%

Gas Natural0.4%

REP5.5%

Codensa15.8%

Emgesa75.1%

Capex by Company (2Q’15)

(COP mm)

2Q 2015

2Q 2014

(COP mm)

2Q 2015

2Q 2014

On-going projects: Nueva Esperanza, Norte

Concluded first stage of Public Lightning

Modernization project

Started Bacatá Substation operations

(0.5 MW)

Page 11: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

Sep 14 Nov 14 Jan 15 Feb 15 Apr 15 Jun 15 Jul 15 Sep 15

COP1,000

COP1,100

COP1,200

COP1,300

COP1,400

COP1,500

COP1,600

COP1,700

COP1,800

COP1,900

0

5,000

10,000

15,000

20,000

25,000

EEB Shares Traded ('000) Empresa de Energia de Bogota (EEB) COLCAP (Indexed to EEB Share Price)

MSCI EM LatAm (Indexed to EEB Share Price) S&P 500 (Indexed to EEB Share Price)

11

Historical Share Price Evolution – Last 12 Months

Colombia

Colcap

• Ticker EEB: CB

• As of September 24, 2015 EEB’s market capitalization was USD5.2 Billion

• The stock is part of COLCAP, COLEQTY and COLIR

• Target Price as of September 24th, 2015 was COP1,839(1)

Potential upside return: 4.5%

Track Record of Creating Value – Share Price

Appreciation 4

EEB’s shares have outperformed the Colcap, MSCI EM LatAm and the S&P 500

over the last year providing stable returns in a volatile market environment.

Source: Factset as of September 24, 2015.

(1) Average target price calculated as the average of the following brokers: Credicorp: COP1,810; BTG: COP1,820; Gobal Securities Colombia: COP1,900;

Asesores en Valores: COP1,740; Corredores Asociados: COP1,940; Ultrabursatiles: COP1,850 & Valores Bancolombia: COP1,810.

MSCI EM

LatAm

S&P 500

(6.0%)

(-3.3%)

(-11.1%)

(-32.7%)

Page 12: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

$34.0

$82.0

$34.9 $44.0

$64.3

$119.9

1Q 10 4Q 10 1Q 11 1Q 12 1Q 13 1Q 14 4Q 14

12

$98

$354

$571

$157

$391 $438

$577

$369

$138 $143

$368

$165

$228

$307

$460

$258

141%

40%

64%

105%

58% 70%

80%

58%

$0

$100

$200

$300

$400

$500

$600

$700

0%

20%

40%

60%

80%

100%

120%

140%

160%

2008 2009 2010 2011 2012 2013 Ene-Oct 2014 Avg 2008-2014

Net Profit Dividends Value Dividend Payout + Including Released Reserves

(COP / Share)

Source Company filings.

(1) The values of years prior to 2011 dividend were adjusted split 100:1, which applies the 20.06.11 shares. Outstanding shares of November 11: 9,181,177,017.

(2) EEB decreed no dividends in 1Q 11 due to an anticipated close of the financial statements.

$0.04 $0.02 $0.02 $0.03 (USD) $0.02 $0.05

(USD mm)

Track Record of Creating Value – Dividends Paid 4 EEB receives a stable flow of dividends from subsidiaries with dividend

policies that promote maximum payout ratios.

Dividend Yield Dividends per Share(1)(2)

Dividend Payout Ratio Evolution

(COP / Share)

--

$1,190

$1,745

$1,175 $1,270

$1,535 $1,700

$1,436

2.9%

4.7%

3.0% 3.5%

4.2%

7.1%

4.2%

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

$2,000

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

2010 2011 2012 2013 2014 2015 Avg 2010-2015

Closing Share Price at the End of the Previous Year in COP Dividend Yield

Page 13: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

TGI Bond 9.5%$750 mm

Liability Management EEB Bond 6.125%

$610 mmRe Opening EEB Bond

$139 mmTRECSA Loan

$87 mm

Cálidda Bond 4.375%$320 mm

IELAH SyndicatedLoan

$645 mmCAF Loan $100 mm

EEB Bond 8.75%$610 mm

Re-IPO$415 mm

Liability Management TGI Bond 5.7%

$750 mm

Contugas Syndicated Loan

$310 mm

Contugas Addition $24 mm(1)

2007 2008 2011 2012 2013 2014

$596 mm

Local AAA

Fitch BBB; stable

S&P BBB-; stable

Moodys Baa2; stable

$460 mm

Local AAA

S&P BBB-; stable

Fitch BBB-; stable

Moodys Baa3; neg

13

Transactions Executed in the Capital Markets

Outstanding Bonds

Controlled Subsidiaries Non-Controlled Subsidiaries

Issuer Baa3 BBB- AAA (Col)

$749 mm

EEB 2021

Moody’s Baa3, positive

S&P BBB-; stable

Fitch BBB; stable

$750 mm

TGI 2022

Moody’s Baa3; stable

S&P BBB-; stable

Fitch BBB; stable

Issuer

Baa3

BBB-

BBB

$320 mm

Cálidda 2023

Moody´s Baa3; stable

S&P BBB-; stable

Fitch BBB-; stable

Issuer

Baa3

BBB-

BBB-

$1,655 mm

Local AAA

S&P BBB-; stable

Fitch BBB-; stable

$450 mm

Local AAA

$556 mm

Local AAA

Fitch AAA; stable

$487 mm

Local AAA

$270 mm

Local AAA

Continued Access to Financial Markets to Fund

Expansions 5

EEB has successfully accessed the debt and equity capital markets in

recent years, helping finance important investments.

Source: Company filings.

(1) An additional USD8 mm will be disbursed during 2015.

(USD mm)

(USD mm)

Page 14: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

A Regional Leader in the Energy Sector

Strong Shareholders and Partners

14

6

EEB has strong relationships with its shareholders, including the

Government of Bogotá, as well as with its partners (e.g. Endesa, Gas

Natural, ISA, etc.)

Ownership Structure – June 2015 Key Partners (2014)

Bogota D.C.76.28%

Ecopetrol3.03%

Corficol3.56%

AFPs14.05%

Retail Investors

3.08%

Shareholders Composition (Post Ecopetrol Phase I)

Source: Company filings.

20 million clients

25 countries

USD32,819 mm revenues

2 million clients

4 countries

USD994 mm revenues

9 countries

USD1,959 mm revenues

61 million clients

40 countries

USD97,266 mm revenues

Page 15: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

Financial Highlights

Page 16: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

$1,806,889

$1,082,047$1,279,394

$1,775,908

$2,572,071

$2,183,325

2010 2011 2012 2013 2014 2Q ´15 LTM

$932,435

$1,421,664$1,585,105

$1,958,521

$2,305,548

$2,763,536

2010 2011 2012 2013 2014 2Q ´15 LTM

$268,287

$550,659 $558,518$607,965

$790,168

$1,276,416

2010 2011 2012 2013 2014 2Q ´15 LTM

Consolidated Financial Results

16

Source: Company filings.

Note: Figures for the years 2006–2014 are presented under ColGaap standards. For 2Q15 LTM are presented under IFRS. LTM IFRS figures are estimated and preliminary,

subject to changes and independent auditor’s revision.

Operating Revenues Operating Profit

(COP mm) (COP mm)

Consolidated Adjusted EBITDA Net Income to Common Shareholders

$732 $896 $1,016 $964 $1,069 (USD mm)

(COP mm) (COP mm)

$487

$557 $724 $922 $1,075 (USD mm) $944 $157 $391 $438 $410 (USD mm) $571

$283

$1,092,944

$305,294

$690,701

$843,560

$980,855

$1,233,885

2010 2011 2012 2013 2014 2Q ´15 LTM

$316 $316 $330 (USD mm) $140

$845

$494

$477

EEB has exhibited sound growth rates in terms of revenues and operating

profit.

Lower net income

due to Emgesa,

Codensa and Gas

Natural declaring

extraordinary

dividends at the

end of 2010

based on partial

year results

Page 17: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

(COP mm)

Evolution of EBITDA

17

Source: Company filings.

Note: Figures for the years 2006–2014 are presented under ColGaap standards. For 2Q15 LTM they are presented under IFRS.

LTM IFRS figures are estimated and preliminary, subject to changes and independent auditor’s revision. Final comparable figures will be available as of December 31, 2015.

(1) Normalized for timing differences in dividends declared and paid. 2010 excludes dividends declared based on an early close of Gas Natural, Emgesa and Codensa’s financial

statements. These figures are included in 2011, when such dividends would normally have been declared. Anticipated dividends declared by Codensa on first half 2011, were included in

2012. 2014 excludes dividends declared based on an early close of Gas Natural, Emgesa and Codensa’s financial statements. These figures are included in 2015, when such dividends

would normally have been declared.

Normalized Consolidated Adjusted EBITDA(1) Consolidated Adjusted EBITDA 2Q 15 by Subsidiary

$471 $416 $516 $586 $705 (USD mm) $241

Operational EBITDA

Dividends

81% 67%

56% 55%61% 44% 45%

48% 43% 42%19%

33%44%

45%39%

56%55%

52% 57%

58%

2006 2007 2008 2009 2010 2011 2012 2013 2014 2Q 2015LTM

$539,319

$949,599 $934,163

$1,053,942

$1,122,343

$1,369,533

$1,447,335

$1,775,908

$1,958,127

$2,183,325

$819 $922 $818 $849

Consolidated Adjusted EBITDA 2Q 15 by Segment

EEB Transmisión, Trecsa & EEBIS Guate

4%

TGI35%

Decsa/EEC2%

Cálidda, Contugás & EEBIS Perú11%

Emgesa25%

Codensa13%

Gas Natural3%

Promigás3%

ISA, REP & CTM3%

Otros1%

EEB has significantly increased its operational EBITDA

generation

Operational EBITDA has increased from 19% to 58% of Consolidated

Adjusted EBITDA over the last 10 years demonstrating increased strength

of EEB’s controlled assets.

Electricity Generation25%

Electricity Transmission7%

Electricity Distribution15%

Natural Gas Transportation38%

Natural Gas Distribution14%

Other1%

Page 18: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

Source: Company filings.

(1) Mainly concentrated on electricity transmission businesses (COL / Overseas).

Financial Plan 2013-2019 Investments and Funding Sources

USD mm %

Cash Generation After Dividends 2013-2014 $507 15%

Incremental Debt 2013-2014 1,092 32%

Subtotal 2013-2014 $1,599 47%

Cash Generation After Dividends 2015-2019 523 15%

Incremental Debt 2015-2019 1,297 38%

Subtotal 2015-2019 $1,820 53%

TOTAL 2013-2019 $3,420 100%

USD mm %

Brownfield $878 48%

Greenfield 943 52%

18

64 80

220 229 231 199

21

84 74

148

25

35 36

90

202 143

118

91 85

75

73

880

16

200

$386

$1,213

$792

$344 $316

$274

$94

2013 2014 2015E 2016E 2017E 2018E 2019E

Electricity Colombia Electricity Overseas Natural Gas Colombia

Natural Gas Overseas Services M&A Electricity

M&A Natural Gas

2013 – 2019 Funding Investments EEB Capex Profile – Controlled Companies

(USD mm)

Composition of Investments 2015 – 2018 (1)

Page 19: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

19

(4)

$1,543 $1,737 $1,733$2,218

$3,009 $2,9623.4%

6.4% 2.9%

2.2%

0.7% 1.5%

96.6% 93.6% 97.1%

97.8%

99.3% 98.5%

2010 2011 2012 2013 2014 2Q 2015

Total Debt % COP US$

$98 $22

$118

$22

$929

$7

$749 $750

$320

2015 2016 2017 2018 2019 2020 2021 2022 2023

Description of Indebtedness

Net Debt / Consolidated Adjusted EBITDA(1)(2)(3) Consolidated Adjusted EBITDA / Net Interest(1)(2)(3)

Consolidated Debt Composition Debt Maturity Profile

(USD mm) (USD mm)

Source: Company filings.

(1) Covenant associated to this indicator is currently suspended since the bond EEB 2021 has investment grade, granted by three risk rating agencies monitoring the latter. Covenant

established in Offering Memorandum of USD749,000,000 EEB 6.125% Senior Notes due 2021. It includes anticipated dividends.

(2) Only for comparative purposes and due to transition to IFRS, 2Q15 debt metrics have been estimated by adjusting COLGAAP’s last year figures. These figures are subject to change.

(3) Increase is mainly explained by increase of foreign exchange (USD/COP movements).

(4) Syndicated loan acquired by Contugas (USD342 mm) and additional indebtedness incurred by SPV in order to reacquire 31.92% of TGI IELAH (USD569 mm).

Indebtedness in USD increased as a result of TGI’s shares acquisition

(31.92%) through IELAH’s SPV

1.25x

2.33x 2.09x

3.03x

2.41x

4.50x

2Q 14 3Q 14 4Q 14 1Q 15 2Q 15

11.44x

10.22x

11.80x

15.47x 15.83x

2.25x

2Q 14 3Q 14 4Q 14 1Q 15 2Q 15

Page 20: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

Overview of Main Investments

Page 21: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

EMGESA Company Overview

21

EMGESA is one of the largest generators operating in Colombia with

3,059MW of installed capacity and a market share of ~21%, based on total

electricity generated in 2014.

EMGESA is 51.5% owned by EEB and 48.5% owned by Endesa

Company is set to complete its 400MW “El Quimbo” hydro plant in Huila

department in 4Q15

● At completion, El Quimbo is expected to have required a total investment

of ~USD1,231 mm with the ability to generate ~2,000 GWh per year

Other projects include 4 hydro plants with a total a installed capacity of ~1,070

MW which are expected to generate a total of ~5,400 GWh per year

~93% of all energy produced by EMGESA comes from hydro generation

facilities

Strong growth in underlying cash flows (EBITDA increasing by a 11.0% CAGR

from 2011 – 2014)

Energy Generated (GWh) 13,631

Energy Sales (GWh) 15,773

Installed Capacity (MW) 3,059

Fuel Mix (Based on MW) Hydro – 92.8%

Thermo – 7.2%

Contracted Energy Sales(1) 52%

Dispatch Factor 90.8%

Load Factor 51.9%

Company Overview Summary Financials

Key Operational Statistics (2014) Generation Evolution

12,092

13,294

12,748

13,631

14,119

2011 2012 2013 2014 LTM 2Q 15

(GWh)

(COP mm)

Source: Company filings.

(1) Based on 2014 revenues.

Lower generation due to

lower hydro generation

(-7.2%) caused by low

precipitation in the year

´11 - ´14

Summary Income Statement 2011 2012 2013 2014 LTM 2Q 15 CAGR

Revenues $1,899,062 $2,144,233 $2,397,428 $2,614,475 $2,652,622 11.2%

% Growth 0.7% 12.9% 11.8% 9.1% 1.5% --

EBITDA 1,256,231 1,380,920 1,480,177 1,716,611 1,686,367 11.0%

% Growth 12.9% 9.9% 7.2% 16.0% (1.8%) --

% Margin 66.2% 64.4% 61.7% 65.7% 63.6% --

Net Income 667,755 783,529 870,141 1,005,533 943,793 14.6%

% Growth 16.7% 17.3% 11.1% 15.6% (6.1%) --

% Margin 35.2% 36.5% 36.3% 38.5% 35.6% --

Summary Balance Sheet

Dividends and Reserves

Declared to EEB 80,537 343,894 405,659 822,548 469,834 117.0%

CapEx 290,407 646,645 642,787 872,495 1,138,728 44.3%

Net Debt 1,615,117 1,841,385 2,354,496 2,679,112 3,713,019 18.4%

Net Debt / LTM EBITDA 1.3x 1.3x 1.6x 1.6x 2.2x --

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CODENSA Company Overview

22

CODENSA is a leading distribution company in Colombia with a market

share of ~23% and approximately 2.8 million customers.

CODENSA is 51.5% owned by EEB and 48.5% owned by Endesa

Serves nearly 2.8 million customers as of 4Q 14

Reduced energy losses from over 23% in 1997 to 10.2% in 2003 and 7.2% in

2014, its lowest level in company history

Demand expected to continue to grow above national GDP during upcoming

years

Approved project for an additional 600MW of transformation capacity to meet

the growing demand from the north of Bogota and Cundinamarca

Company Overview Summary Financials

Key Operational Statistics (2014) Energy Sales & Growth

12,424

12,972

13,342

13,667 13,765

2011 2012 2013 2014 LTM 2Q 15

(GWh)

(COP mm)

Energy Sales (GWh)

Residential

Other

13,667

33%

67%

Total Customers (‘000s) 2,772

Customer Split:

Residential

Other

89%

11%

Energy Losses (% of Energy Distributed) 7.2%

Source: Company filings.

Losses

Ratio (%) 7.8% 7.3% 7.0% 7.2% 7.2%

´11 - ´14

Summary Income Statement 2011 2012 2013 2014 LTM 2Q 15 CAGR

Revenues $2,986,153 $3,141,800 $3,212,218 $3,438,884 $3,544,350 4.8%

% Growth 7.1% 5.2% 2.2% 7.1% 3.1% --

EBITDA 976,001 1,090,892 1,108,179 1,130,194 1,195,993 5.0%

% Growth (0.8%) 11.8% 1.6% 2.0% 5.8% --

% Margin 32.7% 34.7% 34.5% 32.9% 33.7% --

Net Income 457,664 510,993 535,911 507,321 489,178 3.5%

% Growth (4.7%) 11.7% 4.9% (5.3%) (3.6%) --

% Margin 15.3% 16.3% 16.7% 14.8% 13.8% --

Summary Balance Sheet

Dividends and Reserves

Declared to EEB 237,157 69,624 264,951 460,699 223,795 24.8%

CapEx 306,246 241,801 280,634 373,119 398,421 6.8%

Net Debt 650,350 524,517 545,203 585,979 973,181 (3.4%)

Net Debt / LTM EBITDA 0.7x 0.5x 0.5x 0.5x 0.8x --

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TGI Company Overview

23

TGI is one of the two main natural gas transportation companies operating

in Colombia with a ~49% market share based on transported natural gas

volumes.

EEB holds a 68.1% stake in TGI and consolidates the company for financial

reporting purposes

Largest natural gas transporter in Colombia with ~49% market share

Only natural gas transporter in Colombia connecting main sources of supply

(Guajira and Cusiana) with the main consumption centers

Transports gas through a network of 3,957km of pipeline

~89% of its capacity is contracted, with firm capacity contracts extending to the

year 2021, ensuring a stable stream of cash flows

Total Nominal Capacity (MMCF/d) 730

Contracted Capacity (MMCF/d) 647

Average Volume (MMCF/d) 495

Availability Factor (%) 99.9%

Annual Load Factor (%) 62.3%

Gas Pipeline Length (km) 3,957

Company Overview Summary Financials

Key Operational Statistics (2014) Contracted Firm Capacity & Availability

560

604 621

647

671

500

550

600

650

700

2011 2012 2013 2014 LTM 2Q 15

(MMCF; %)

(COP mm)

Source: Company filings.

(1) LTM financials reported in USD and converted at average COP/USD exchange rate of $2,585 and EOP exchange rate of $2,600.

Availability (%) 99.6% 99.9% 100.0% 99.9% 100.0%

´11 - ´14

Summary Income Statement 2011 2012 2013 2014 LTM 2Q 15(1) CAGR

Revenues $626,838 $702,309 $874,645 $960,346 $1,168,320 15.3%

% Growth 12.1% 12.0% 24.5% 9.8% 21.7% --

EBITDA $481,570 $526,721 $674,163 $770,111 $967,278 16.9%

% Growth 12.0% 9.4% 28.0% 14.2% 25.6% --

% Margin 76.8% 75.0% 77.1% 80.2% 82.8% --

Net Income $25,614 $247,680 $130,067 ($102,582) ($152,930) NA

% Margin 4.1% 35.3% 14.9% (10.7%) (13.1%) --

Summary Balance Sheet

Dividends and Reserves

Declared to EEB --- --- --- 440,005 --- NA

CapEx 712,311 332,873 63,967 86,510 83,499 (50.5%)

Net Debt 1,280,496 1,266,880 982,400 1,583,874 $1,440,553 7.3%

Net Debt / LTM EBITDA 2.7x 2.4x 1.5x 2.1x 1.5x --

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Appendix

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Income Statement

25

Consolidated Income Statement (COP mm)

Source: Company filings.

Note: Consolidated Adjusted EBITDA defined as Revenues, less COGS, less SG&A, less pension interest, less profit in coverage valuation, less non-operational expenses

plus dividends and interest received from related companies, plus provisions, plus paid pensions, plus non operational taxes & contribution.

´11 - ´14

2011 2012 2013 2014 CAGR

Sales $1,421,664 $1,585,104 $1,958,520 $2,305,548 12.8%

Sales Growth (%) 52.5% 11.5% 23.6% 17.7% --

COGS (704,602) (823,680) (1,044,008) (1,234,877) 15.1

Gross Profit $717,062 $761,424 $914,512 $1,070,671 10.5%

Gross Margin (%) 50.4% 48.0% 46.7% 46.4% --

Operating Expenses (166,403) (202,906) (306,547) (280,503) 13.9#NUM!

Operating Profit $550,659 $558,518 $607,965 $790,168 9.4%

Other Adjustments (37,240) (59,405) 25,708 (95,754)

Depreciation & Amortization 159,670 188,816 209,448 261,896

Dividends and Interest Earned 408,959 591,465 932,787 1,615,761 41.0%

Consolidated Adjusted EBITDA $1,082,047 $1,279,394 $1,775,908 $2,572,071 24.2%

EBITDA Growth (%) (40.1%) 18.2% 38.8% 44.8% --

Depreciation & Amortization (159,670) (188,816) (209,448) (261,896) 13.2%

Financial Expense (401,790) (381,041) (231,251) (365,341) (2.3)

Foreign Exchange Gains (Losses) (28,172) 219,365 (219,917) (630,212) 117.5

Other Gains (Losses) (83,199) (47,212) (79,723) (203,576) 25.1

Earnings Before Taxes & Minority Interest $409,217 $881,690 $1,035,569 $1,111,046 28.4%

Income Taxes (57,339) (74,432) (127,849) (87,901) 11.3

Net Income $351,878 $807,258 $907,720 $1,023,145 30.6%

Net Income Margin (%) 24.8% 50.9% 46.3% 44.4% --

Minority Interest (46,583) (116,557) (64,160) (42,290) (2.4)

Net Income to Common Shareholders $305,294 $690,701 $843,560 $980,855 33.9%

Net Income to Common Shareholders Margin (%) 21.5% 43.6% 43.1% 42.5% --

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Balance Sheet

26

Source: Company filings.

(1) Excludes restricted cash.

(2) Short-term debt excludes interests, commissions and other financial payables.

(3) Net Interest Expense defined as interest and financial income minus financial debt interest expense.

Consolidated Balance Sheet (COP mm)

´11 - ´14

2011 2012 2013 2014 CAGR

Cash(1) $873,814 $437,520 $1,284,129 $1,457,928 13.7%

Investments & Equivalents 71,598 219,284 364,035 356,710 49.4

Total Cash & Equivalents $945,412 $656,804 $1,648,164 $1,814,638 17.7%

Accounts Receivable 508,762 577,582 642,452 1,439,110 29.7

Other Current Assets 120,549 217,144 120,206 130,684 2.0

Total Current Assets $1,574,723 $1,451,530 $2,410,822 $3,384,432 21.1%

Net Property, Plant & Equipment 3,742,040 3,493,970 3,753,482 4,092,176 2.3

Intangible Assets 1,188,786 1,449,770 1,449,770 2,042,472 14.5

Investment in Unconsolidated Subsidiaries 2,066,221 1,767,332 1,810,915 1,896,154 (2.1)

Other Long-Term Assets 5,385,100 6,527,128 7,386,273 7,502,655 8.6

Total Assets $13,956,870 $14,689,730 $16,811,262 $18,917,889 7.9%#NUM!

Accounts Payable $221,956 $290,553 $318,998 $1,480,597 60.7%

Other Current Liabilities 400,073 383,166 288,767 223,638 (13.5)

Total Current Liabilities $622,029 $673,719 $607,765 $1,704,235 28.7%

Total Debt 3,327,389 3,164,070 4,273,262 7,198,231 21.3

Short-Term Debt(2) 240,279 219,474 79,221 34,558 (38.4)

Long-Term Debt 3,087,110 2,944,596 4,194,041 7,163,673 23.4

Other Long Term Liabilities 625,313 654,936 738,173 903,538 9.6

Total Liabilities $5,642,919 $4,492,725 $5,619,200 $9,806,004 14.8%

Minority Interest $1,068,188 1,202,345 1,386,102 512,611 (16.8)

Shareholder's Equity $8,313,951 $8,994,660 $9,805,960 $8,599,274 0.8%

Total Liabilities & Equity $13,956,870 $14,689,730 $16,811,262 $18,917,889 7.9%

Net Debt / Adj. Consolidated EBITDA 2.20x 1.96x 1.48x 2.09x --

Total Debt / Adj. Consolidated EBITDA 3.08x 2.47x 2.41x 2.80x --

Adj. Consolidated EBITDA / Net Interest Expense(3) 4.78x 8.82x 11.06x 11.80x --

Total Debt / Book Capitalization 0.40x 0.35x 0.44x 0.84x --

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September 2014 Ricardo Roa Barragan

(Chief Executive Officer)

Mechanical engineer and electro-mechanic technician from

Universidad Nacional de Colombia, specialized in Engineering

Management

Formerly CEO of Transportadora de Gas Internacional

Participated as Board member of Codensa, Emgesa, Gas Natural,

REP Peru, Calidda, Contugas, Trecsa, Andesco and Naturgas,

among other renowned companies

Executive Officers

27

EEB’s Management team is comprised of the following individuals who have

an average of ~20 years of experience in the sector and an impressive track

record of managing growth.

Name & Position Biography Year Appointed

Source: Company information.

November 2013 Felipe Castilla

(Chief Financial Officer)

Civil Engineer from Universidad de los Andes. Obtained a Master

of Science degree from University of Illinois at Urbana-Campaign

(1988) and a postgraduate program in finance from EAFIT (1995)

He also held the position of CFO in REFICAR – Refineria de

Cartagena since January 2008 to February 2012.

October 1997 Ernesto Moreno Restrepo

(Transmission VP)

Electric Engineer from Universidad de los Andes, masters degree

in Marketing from Universidad EAFIT, and MBA from Universidad

del Rosario and master in General Direction of Electronic

Programming from the International Education Institute, Texas,

USA

Transmission VP since 1999

June 2013 Alvaro Torres

(VP Corporate Planning)

Electrical engineer with a master's degree and doctorate in

electrical engineering from the Rensselaer Polytechnic Institute

Consultant, researcher and teacher with extensive bibliographic

and technical production

General Manager of CONCOL

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28

El Quimbo will be the first hydroelectric project built by a private company

in Colombia. The project will provide EMGESA with an additional 400MW of

installed capacity.

EMGESA Projects: El Quimbo

Project Overview

El Quimbo is a reservoir located on the Magdalena River, 12

km ahead of the Betánia hydroelectric power plant

● The project has a total area of 8,586 hectares covering 6

municipalities including Gigante, Garzón, Altamira, El

Agrado, Paicol and Tesalia

The hydroelectric project will use Francis turbines with an

installed capacity of 400MW (2 x 200MW)

The plant will generate approximately 2,216GWh per year with

an estimated load factor of 60%

The environmental license was obtained in May 2009 and

works will continue until 2015 when the dam will start

operating

Other considerations:

● El Quimbo will improve EMGESA’s operations since it will

increase its regulation capacity

● The project will provide firm electricity production until

2034 and will cover approximately 8% of the national

demand

● Will ensure the future reliability of electricity supply in

Colombia

Project Footprint

Total Investment: USD1,231 mm

Project Executed: 85%

Full Operation: 4Q15

El Quimbo

Bogotá

Betánia

Source: Company filings.

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29

TGI has undertaken an aggressive expansion plan as illustrated by its

portfolio of projects.

TGI Projects

Project Overview Project Footprint

Cusiana

Phase III

Armenia

Loop

Cusiana

Apiay Ocoa

Enhance the capacity of the pipeline compression in the stretch Cusiana

Vasconia, through the provision and operational startup of three new

natural gas compression units

The project will increase capacity by 20 Mmcfd and entails an investment

of approximately USD31 mm

Operational start-up will occur during 1Q 2016

As of today the project progress is at 33.7%

Increase the pipeline’s transportation capacity of Cusiana – Apiay in 32

Mmcfd and the stretch Apiay – Ocoa in 7 Mmcfd

The project will allow supplying the natural gas demand of clients to

thermal generation, residential distribution and industrial consumption

Total investment is ~USD48 mm

Expected operation is expected for the first half of 2017

Increase current transportation capacity by 2.2 mpcd by building a

37.5km loop

Investment of USD18 mm with expected start of operations in 2Q 2017

Source: Company filings.

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Disclaimer

The information provided herein is for informational and illustrative purposes only and is not, and does not seek to be, a

source of legal, investment or financial advice on any subject. This presentation does not purport to address any

specific investment objectives, financial situation or particular needs of any recipient. It should not be regarded by

recipients as a substitute for the exercise of their own judgment. This information does not constitute an offer of any

sort and is subject to change without notice. None of Ecopetrol or EEB is under no obligation to update or keep current

the information contained herein.

Each of Ecopetrol and EEB expressly disclaims any responsibility for actions taken or not taken based on this

information. Each of Ecopetrol and EEB does not accept any responsibility for losses that might result from the

execution of the proposals or recommendations presented. Each of Ecopetrol and EEB is not responsible for any

content that may originate with third parties. Each of Ecopetrol and EEB may have provided, or might provide in the

future, information that is inconsistent with the information herein presented. No representation or warranty, either

express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained

herein.

This presentation may contain statements that are forward-looking within the meaning of Section 27A of the Securities

Act and Section 21E of the U.S. Securities Exchange Act of 1934. Such forward-looking statements are based on

current expectations, projections and assumptions about future events and trends that may affect EEB and are not

guarantees of future performance.

The shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities

Act”) or any U.S. State securities laws. Accordingly, the shares are being offered and sold in the United States only to

qualified institutional buyers as defined under Rule 144A under the Securities Act, and outside the United States in

accordance with Regulation S of the Securities Act.

We converted some amounts from Colombian pesos into U.S. dollars solely for the convenience of the reader at the

TRM published by the SFC as of each period. These convenience translations are not in accordance with U.S. GAAP

and have not been audited. These translations should not be construed as a representation that the Colombian peso

amounts were, have been or could be converted into U.S. dollars at those or any other rates.

Page 31: A Regional Leader in the Energy Sector · On July 27, 2015, 352,872,414 were sold to the Colombian Pension Funds ... CODENSA EEC EMSA … Propelled by a Solid Capex Plan 10 3 Associates

Investor Relations

For more information about Grupo Energía de Bogotá contact our Investor Relations team:

http://www.eeb.com.co

http://www.grupoenergiadebogota.com/en/investors

Fabián Sánchez Aldana

Investor Relations Advisor GEB

+57 (1) 3268000 – Ext 1827

[email protected]

Rafael Andrés Salamanca

Investor Relations Advisor GEB

+57 (1) 3268000 – Ext 1675

[email protected]

Felipe Castilla Canales

+57 (1) 326 8000 - Ext 1501

[email protected]

31