Www.earthcp.com | Strictly Private & Confidential Confidential: for one-on-one purchaser use only. Not for redistribution. These materials do not constitute

www.earthcp.com | Strictly Private & Confidential

Confidential: for one-on-one purchaser use only. Not for redistribution. These materials do not constitute an offer to sell or a solicitation of an offer to buy securities.

Nobel Sustainability® FundOverview

November 2015

www.earthcp.com | Strictly Private & Confidential2Earth Capital Partners LLP is authorised and regulated by the Financial Conduct Authority.

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IMPORTANT INFORMATION

This document is being circulated as an information-only document and does not constitute an offer for subscription or the basis of, or constitute, any contract. No reliance should be placed upon the contents of this document by any person, whether or not they subsequently decide to apply for Partnership Interests (as defined below).

This document is issued by Earth Capital Partners Fund GP LP, a Guernsey limited partnership (the "General Partner") and Earth Capital Partners Guernsey Limited (the "Fund Manager") on a confidential basis for the sole purpose of providing information about an investment in Nobel Sustainability® Fund (the "Fund").

It should not be distributed, published or reproduced, in whole or in part, nor should its contents be provided, to persons other than the recipient to whom this document has been furnished and such person's professional advisors who are directly concerned with such person's decision regarding the investment opportunity described herein.

The Fund will apply to be an Authorised Closed Ended Collective Investment Scheme registered under Section 8 of The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. The Fund will also apply to be a Qualifying Investor Fund and will be suitable only for those investors who satisfy the definition of a "Qualifying Investor" as published by the Guernsey Financial Services Commission. The Promoter of the Fund is Earth Capital Partners LLP as per Authorised Closed Ended Investment Schemes Rules 2008 Rule 4.03(2) (i).

The UK Financial Conduct Authority ("FCA") has not approved the offering of interests in the Fund ("Partnership Interests"). The Fund is not a recognised collective investment scheme for the purposes of the Financial Services and Markets Act ("FSMA"). The promotion of the Fund and the distribution of this document is accordingly restricted by law.

The distribution of this document (i) in the United Kingdom is by Earth Capital Partners LLP (which is authorised and regulated by the FCA) only to and/or is directed only at persons who are Professional Clients or Eligible Counterparties as defined under the rules of the FCA (all such persons being referred to as "Relevant Persons") and (ii) outside the United Kingdom shall be subject to the applicable securities and other laws of the jurisdiction into which it is distributed (or to which the recipient is subject). Each recipient shall ensure that they are entitled to receive a copy of this document without this constituting a breach of applicable securities or other laws.

This document is exempt from the restriction (in section 238 of the FSMA) on the communication of invitations or inducements to participate in unregulated collective investment schemes on the grounds that it is being distributed to and/or directed only at Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In particular the investment to which this document relates is not intended for retail investors and this document must not be provided to retail investors.

Any recipient of this document who is not a Relevant Person should return it to Earth Capital Partners LLP.

Earth Capital Partners LLP has taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement in this document. Certain of the information contained in this document has been obtained from published sources prepared by other parties. No assumption of responsibility is made in relation to the accuracy or completeness of such information.

All statements of opinion and/or belief contained in this document, all views expressed and all projections, forecasts or statements relating to expectations regarding future events or the possible future performance of the Fund represent Earth Capital Partners LLP's own assessment and interpretation of information available to it as at the date of this document. No representation is made or assurance given that such statements, views, projections or forecasts are correct or that the objectives of the Fund will be achieved. Prospective limited partners must determine for themselves what reliance (if any) they should place on such statements, views, projections or forecasts, and no responsibility is accepted in respect thereof. Prospective limited partners are strongly advised to conduct their own due diligence including, without limitation as to the legal and tax consequences of investing in the Fund.


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CONTENTS

1. Executive Summary

2. The Investment Opportunity – Themes and Market Constraints

3. SET3 Global Network

4. Approach to Sustainability

5. Investment Process

6. Portfolio Examples

7. Fund Structure & First Close


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NOBEL SUSTAINABILITY FUND® EXECUTIVE SUMMARY

• Using the combined skills of SET3, ECP, ASIC and NST *

• Investing in early stage sustainable technology companies and projects

• 80 - 90% in commercial rollout of ‘proven’ technology

• 10 - 20% in pre-commercial ‘venture stage’ companies

• Investment themes in long term resource efficiency and energy constraints

• Multi-region, using unique global network of experienced local managers

• Opportunity for collaboration and technology transfer

• Will contribute to Sustainable Development, as demonstrated by the Earth DividendTM reporting tool

• Fund Structure and First Close targeted at $75m with prefunded portfolio and cash commitments

Development and Deployment of Clean, Sustainable Technologies

Note: *SET3: Sustainable Earth Technology Ltd, ASIC: Advanced Science Innovation Company LLC, NST: Nobel Sustainability Trust®


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WHY ECP, SET3, ASIC AND NOBEL SUSTAINABILITY FUND?• Strategy built on successful experience in growth capital

• Unique, global network with focus on sustainable technologies

• Investment execution using experienced partners, located in the right places

• Track record in early stage & sustainability-focused companies

• Highly visible Nobel Sustainability® partner - will enhance pipeline, provide advice

• Potential for reach and scale, technology transfer; accelerating technology impact

• Institutionally experienced compliance and asset management platform

• Reporting via Earth DividendTM tool

• Portfolios seeded; pipeline ready to go


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IMPLEMENTATION: A PROVEN MODEL WITH PROVEN TEAMS• A network of deal providers for finding businesses, with management, that

have growth potential and the ability to generate in excess of 2.5 times cash returns on investment over 5 years.

• Proven technologies, long life cash generative assets can provide rolled up exit / annual yield-based investors structural choice

• A network of contacts able to add experienced entrepreneurs that provide management with mentoring assistance that can help open minds and markets for lower risk expansion

• Skills that are able to take aggressive action to turnaround poor performers

• Skills that are able to manage the exit process

• Syndication opportunities with investment community. Former co-investors include many other early stage funds e.g. Carbon Trust, Nesta, RDF funds, EIS and VCT funds


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PRINCIPAL PERSONNELSET3 Principal

ECP Partner

Core Fund Team Investment Committee

Investment Support

Stephen Lansdown

Chairman √ co-founder of the private client business, Hargreaves Lansdown

The Lord FinkVice Chair

√ formerly CEO of Man Group plc, the world’s largest listed alternative asset manager

Gordon Power CIO √ √ √Founder, Sustainable Technology Investors (Guernsey) Ltd. Former CEO of ProVen Private Equity. Track record in growth capital 29% IRR over 30years

Richard Smith √ √ √ IBIS Asset Management, LEK Consulting, Visteon, Ford. Chartered Engineer

Neil Brown COO √ √ √ formerly Global Head of Risk at Credit Suisse Asset Management and HSBC Asset Management

Gabriel Montana √ √ √ formerly Emerging Markets Partnership Latin America Infrastructure and IBIS Asset Management

Marcelo de Andrade

√ √ pioneer in Brazilian sustainability issues, Founder of Pro-Natura International, Founder Terra Capital

Ben CottonExternal Relations

√ √ formerly Man Group PLC, Societe Generale and Merrill Lynch

Rufus Warner √ Chairman formerly CEO of Close Investments responsible for $ 9bn AUM

Richard Burrett √ √ formerly Head of project finance and Head of Sustainability for ABN Amro . Board member of Forest Trends .Fellow of CPSL

Miguel Sampao √ Formerly CEO of Klabin managing 250,000 hectares fully FSC certified plantations. MD of Riocell & CEO of Jari Celulos


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ADVANCED SCIENCE INNOVATION COMPANY LLC

Peter Abraam, Executive Director Strategic Planning, Royal Group

Previously the CEO of the Victorian Major Events Company for 8 years, he has also managed the Event Planning/Operations portfolios for Melbourne's FORMULA 1™ Grand Prix and MotoGP and provided strategic advice and facilitated a transfer of knowledge program between the Grand Prix, the Olympic Transport Authority and Olympic Co-ordination Authority for the Sydney 2000 Olympic Games. Mr. Abraam serves as Director of Royal Falcon Mining LLC. He served as a Director at Beirut Hellenic Bank from September 2002 to November 2008.

Filip Matwin General Manager, ASIC

Filip is the Marcus Wallenberg foundation scholar at Cambridge University. He has a Master and a double major and minor from Uppsala, Stockholm and Cornell Universities. He has worked in international fashion, with media production, as a consultant in Eastern Europe, and with biomedical projects.

Professor XX YYYYYXXXX.




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INTRODUCTION TO NOBEL SUSTAINABILITY TRUST®

Nobel Sustainability Trust® is a Nobel family embedded initiative aiming to crystalize and extend global awareness and focus on environmental considerations and solutions to ensure ready access to energy for all members of our society whilst ensuring the protection of the Earth.

Key Pillars:

• Sustainability Award

• Sustainable Energy Conference

• Nobel Sustainability Fund®

http://nobelsustainability.org/

Entrepreneurship, inventions and philanthropy characterize the Nobel family for centuries.

Ludvig Nobel founded, in the second half of the 19th century, the Bra Nobel Oil Company providing more than 50% of the world’s production, employing 50,000 people and inventing the oil tanker, drilling techniques, rigs and pipelines.

He provided his employees with never before seen profit sharing in terms of schools and kindergartens, hospitals, banks, housing, reduced working hours, increased salaries and a pension system – a pre CSR

Source: Nobel Sustainability Trust®

http://nobelsustainability.org/


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Delivering scalable and sustainable impact – “action, instead of talk”

Strong credible brand, but limited investment capabilities and experience

Demonstrate strong, practical climate change and sustainable investment leadership, particularly in the area of innovation

ECP responsible for structuring, pipeline, compliance, governance, deployment;

ECP raise fund, combining philanthropic/ community focus investors with commercially motivated investors

Fund branded to enhance Nobel Sustainability® Trust’s innovation, climate, development and sustainable investment credentials

NST challenge:

Sustainable low carbon socio-economic development

Scalable and transferable partnership model (geography, sector, investors)

Nobel Sustainability®

brand value protected and enhanced through Sustainable Development Investment Guidelines and Earth Dividend’™

Solution:

Partnership with ECP

Intended Outcomes:

NST: DELIVERING LOW CARBON SOCIO-ECONOMIC DEVELOPMENT


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DRIVERS

• Population growth

• Urbanisation / Expanding Cities

• Growth of middle class

• Climate risks

• New or Improved Infrastructure

• Energy Security

• Finite Resources

• Increasing long term costs of energy and mineral extraction

• Tightening environmental regulations

• Regulatory changes changing trade-offs in energy and resource mix

• Different locations for technology development and deployment

Demand Supply

Source: Fund PPM


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INVESTMENT THEMES

Source: CleanTech Group


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MARKET CONSTRAINTS KEY RESOURCE SUPPLY CHAINS

ARE UNSUSTAINABLE

• Meeting future demand just from new supply would require a massive uplift in rates of supply increase

• Resource and energy constraints are a long term issue

• Multi-industry impacts

• Opportunities in solutions for efficiency, improving yields, reducing waste and alternative methods

Source: “Resource Revolution: Meeting the world’s energy, materials, food, and water needs” ; McKinsey (Nov 2011).

Comparison of historic increase in supply[1] vs. required future increase in supply


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SET3 – GLOBAL NETWORK

Worldwide Renewable Infrastructure and Sustainable Agriculture

UK and European Renewable Energy

UK, USA and Asian Advisory. Renewable Energy and Energy Efficiency

African Renewable Energy and Sustainable Agriculture

European and Asian Energy Efficiency

European Sustainable Technology


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GLOBAL NETWORK: REGIONAL SPECIALISTSThe Fund will deploy via regional partners in addition to co-investment and direct deals

• STIL manages or advises on private equity investments and committed funds in the sustainable technology sector

• Investment philosophy has been influenced by a view of long term drivers requiring a sustainable investment focus

• STIG seeded investment funds

• Sustainable Technology Investors Ltd. (‘STIL’)

• UK

• Active in the renewable energy sector since 2004• First private equity fund, R&S I in 2007• STIG invested in alongside major Spanish industrial

family offices (including Roca, Lladro and Entrecanales).

• SI Capital (‘SIC’)• UK & Spain

• Specialise in financial advisory and investment business

• Working with financial institutions, governments, developers and corporates on large scale sustainable projects

• Sustainable Development Capital Limited (‘SDCL’)

• UK & Hong Kong

• Berkeley Energy (‘BE’)• Singapore & Nairobi

• African Emerging Ventures (‘AEV’)

• Botswana

• SADC venture capital; focus on farming, renewables and clean technologies technology transfer. Investments seeded by STIG

• Country focus on Botswana, Zambia, Namibia, Mozambique and Tanzania

• Sub-Saharan Renewable Energy; Senegal, Ghana, Uganda, Kenya and Zambia; Ethiopia and others: STIG investing in fund

• Asian Renewable Energy: India & Philippines, Indonesia and opportunistic other countries: STIG investing in fund


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SET3 GEOGRAPHICAL REACH

Region/ Country Indicative NSF Allocation* (%)

UK 30 – 50

Europe 25 – 35

Latin America 10 – 25

Africa 10 – 25

Asia 0 – 15

North America 0 - 10

AEV (Botswana)ECP (Brazil)

ECP (Miami)

ECP, STIG, STILSDCL (London)

SDCL(HK)

SI Capital (Barcelona)

Note: Offices of SET3 Companies. Other sub-funds or sub-managers may be used depending on the opportunity/ risk. *indicative allocations at minimum fund size

BE (Sing)BE (Nairobi)

SDCL(New York)

SET3 Managers - Assets under Management - USDm

London Europe New York Singapore Hong Kong Africa Total

196 131 80 186 50 210 853


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TECHNOLOGY TRANSFER: UNIQUE NETWORK OPPORTUNITY

• NSF – tapping into a unique global network of ECP and Associated Companies for pipeline and technology transfer

• Can facilitate sharing of potential opportunities across the sub-funds*

• High potential from UK & Europe into Latin America and Africa

• Potential opportunities within current portfolios

• Regular idea

sharing • Encourage

tech-transfer

UK

EuropeLatAm

Africa Asia


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TECHNOLOGY TRANSFER PROCESS

• Transfer Opportunities Committee meets at least quarterly

• Representative from each sub-fund teams

• Chaired by NSF: R.Smith

• Members propose potential opportunities, discuss potential regional application(s)

• Respective funds follow up direct with companies/ IP owners, review or develop local implementation and consider alongside their fund’s pipeline

• Improve the range of investment opportunities across the sub-funds*

• Value creation from internationalisation

• Promote & facilitate sharing of cross-regional pipeline and technology transfer opportunities between regional teams / funds

• Keep inter-regional thinking ‘front-of-mind’

• Keep ownership of execution with respective funds to mitigate potential conflicts of interest

Objectives & Constraints Process

• Regular idea sharing across

regions• Spot potential

tech-transfer opportunities

UK

EuropeLatAm

Africa Asia


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STRUCTURED SUSTAINABILITY APPROACH

Governance

• Sustainable Development Policy

• The Sustainability team will maintain a

• permanent membership of the ECP Investment Committee and

• power of veto over all Investment Committee decisions

Investment Filtering

• Sustainable Development Investment Guidelines (‘SDIG’)

• Commercial and policy driven sustainability due diligence process

Deployment, Status &

Reporting

• SDIG and Earth Dividend™ tool will be deployed on NSF sub-funds

• Proprietary Earth Dividend™ management system

• a score card which encompasses environment, social and governance issues

• a measurable proxy for sustainable development against which all assets are evaluated

• Work with companies to improve their sustainable development footprint (Earth Dividend™ score card) and transfer skills & know-how


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Target Size • US$300 million ($500m maximum)

Fund Manager • Earth Capital Partners GuernseyInvestment Advisor • Earth Capital Partners LLP

Investment Strategy

• Early stage capital for acceleration of sustainable technology companies.• Majority (80-90%) at Technology Readiness Levels (TRL) 6 – 9. Remainder at TRLs 1 -5.

Minimum Investment Size • US$15 million, with General Partner discretion

First Close • $75m or by agreement

Investment Period • Four years from First Close.

Term • Ten years (with two extensions of one year with LP consent).

Target Return • 15% net to LPsPriority Profit Share (Management fee)

• [2.25%] of total commitments during the Investment Period, thereafter [2.25%] of total contributions reduced by the acquisition cost of investments fully distributed or written off.

Carried Interest • 20% of net profits subject to a Hurdle Rate. Sub-funds calculated individually, not in aggregate.

Hurdle Rate • 8%

Investment Restrictions

• 10 – 20 % in early stage companies in their pre-commercial phase • No fund debt (Short term bridging drawdowns into portfolio investments permitted)

Administrative Expenses • Start-up expenses : capped at the greater of US$1 million or 1% of LPs commitments

SUMMARY TERMS– NOBEL SUSTAINABILTY FUND ®

Source: Fund PPM


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GUERNSEY TAX TRANSPARENT LIMITED PARTNERSHIP

Source: Fund PPM

Earth Capital Partners LLP

“INVESTMENT ADVISER”

Earth Capital Partners GP LP

“GENERAL PARTNER”

Earth Capital Partners Guernsey Ltd “FUND MANAGER”

Sole Shareholder

Investment Advisory

Agreement

General Partner

“SPECIAL LIMITED PARTNER”

Nobel Sustainability Fund ®

“FUND”

Limited Partnership Agreement signed by the FUND MANAGER in its capacity as t he general partner of GP and SLP

Priority Profit

Share General Partner

LimitedPartner

Carried Interest Limited Partners

Distributions

LimitedPartner

Portfolio Investments

Subscription Agreement

Co-Investors

Nobel Sustainability Fund® Legal Entity Structure

General Partner

AdministratorNorthern Trust International Fund Administration Services (Guernsey) Limited

AuditorsKPMG Channel Islands Limited

Legal CounselGuernsey – Carey OlsenEngland – Baker & McKenzie LLP

SPV1 SPV2 SPV3

NST® GP

......

Investments mostly made through geographic sub-funds that may also permit direct investment at the sub-fund level


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NOBEL SUSTAINABILITY FUND® CURRENT STATUS

• SET3 has seeded the regional structure and the regional fund management teams to deploy capital.

• Abu Dhabi, UK, Brazil and Chinese based research facility seeding and providing technologies through strategic relationships under negotiation

• First close imminent at $75m

• Structured into regions Europe, Latam, Africa and Asia with managers locally based.

• Technology exchange a key activity

• Propelair to Brazil through Rio based distributor relationship

• Water distribution technologies from Abu Dhabi to Africa

• In discussion with other investors for second round funding.


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SUB-FUND STRUCTURE – TOTAL FIRST CLOSE $75M

NSF (Global)

NSF Europe

NSF Brazil

NSF Africa/Asia

NSF Energy

Efficiency

NSF UK

[other opportunties]

ECP Brazil ASIC / ECP

First Close £4.9m £12.9m nil £6.4m £0.5m £25m

Indicative NSF Allocation

30-50%* 25-35%* 10-25% 10-25%* *Included in overall

allocations

10-20%

Sector Focus

• Energy Efficiency

• Sustainable Technology


• Waste• Energy

Efficiency• Water• Agriculture

• Renewable Energy

• Agriculture• Sustainable

Technology



• Directs UK/ Europe


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NSF GLOBAL – TOTAL ALL INVESTMENT SUMMARY

Description Cost 06/15£’000

Current Total commitment £’000

UK Sustainability 4,737 4,937

UK Energy Efficiency 155 500

Africa/Asia 2,102 6,424

European EE/Energy 8,587 12,943

Latam/ Brazil 0 0

TOTAL 15,581 24,804

NSF Global – Total All Investment Summary

Commitment from STIG / PULA


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CONTENTS









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INVESTMENT THEMES

Source: CleanTech Group


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MARKET CONSTRAINTS KEY RESOURCE SUPPLY CHAINS

ARE UNSUSTAINABLE

• Meeting future demand just from new supply would require a massive uplift in rates of supply increase

• Resource and energy constraints are a long term issue

• Multi-industry impacts

• Opportunities in solutions for efficiency, improving yields, reducing waste and alternative methods

Source: “Resource Revolution: Meeting the world’s energy, materials, food, and water needs” ; McKinsey (Nov 2011).

Comparison of historic increase in supply[1] vs. required future increase in supply


2. INVESTMENT THEMES & MARKET CONSTRAINTS

INVESTMENT DECLINE REQUIRING GROWTH


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Source: Strategic Infrastructure in Africa: A business approach to project acceleration”; WEF/ BCG (2013), pp11

Annual Infrastructure Spending Requirements in Developing World

2. INVESTMENT THEMES & MARKET CONSTRAINTS

NEED FOR SUSTAINABLE DEVELOPING MARKET INFRASTRUCTURE

• Huge need for infrastructure

• Sustainability requirement

• Many local niches, excellent opportunities

• Managing deployment risk is critical


2. INVESTMENT THEMES & MARKET CONSTRAINTS RESOURCE OPPORTUNITIES


Source: “Global Agricultural Productivity Report” (Global Harvest Initiative, 2014)

2. INVESTMENT THEMES & MARKET CONSTRAINTS GROWTH IN GLOBAL PROTEIN CONSUMPTION


Source: “Physical Risk Quantity Map (Current) from Aqueduct 2014”; WRI (2014)

2. INVESTMENT THEMES & MARKET CONSTRAINTS PHYSICAL WATER (QUANTITY) RISK ASSESSMENT


Source: “Energy Harnessing: New Solutions for Sustainability and Growing Demand”; WEF(2013)

2. INVESTMENT THEMES & MARKET CONSTRAINTS GENERATION PORTFOLIO DYNAMICS


2,7502,459 2,387

2,506

2,098

0

500

1,000

1,500

2,000

2,500

3,000

2015-2020 2021-2025 2026-2030 2031-2035 2036-2040

Solar thermalSmall-scale PVUtility-scale PVOffshore windOnshore windBiomass/WtEGeothermalHydroNuclearOilGasCoal

Source: “New Energy Outlook 2015”; Bloomberg New Energy Finance, (2015)

2. INVESTMENT THEMES & MARKET CONSTRAINTS FIVE-YEAR INVESTMENT BY TECHNOLOGY ($BN)


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SET3 – GLOBAL NETWORK

Worldwide Renewable Infrastructure and Sustainable Agriculture

UK and European Renewable Energy

UK, USA and Asian Advisory. Renewable Energy and Energy Efficiency

African Renewable Energy and Sustainable Agriculture

European and Asian Energy Efficiency

European Sustainable Technology


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SUSTAINABLE EARTH TECHNOLOGIES (SET3)

• Focuses on sustainable asset classes to deliver attractive investor returns through strong local management skills

• Mobilises capital into areas where the shortage is greatest thereby offering profitable growth assets, driving value creation through sector knowledge, networks and investment experience

• cash generative direct and indirect investment with proven low cost capital exits

• technological development businesses with management that have game changing products or are capable of robust transfer and exploitation across geographic locations

• all stages of investment from venture through development capital to late stage infrastructure from locations in the key markets across the world.

• a network of experienced entrepreneurs who can provide management with mentoring assistance

• track record in turnaround of poor performers and managing the exit process

• Principals that have built significant businesses have combined to form SET3 with the same vision of growth

• extensive experience in asset management, private equity, environmental and project finance and sustainable development

• Sustainable Development embedded in culture and values measured using our proprietary Earth Dividend™ Sustainable Development scorecard

• is the parent undertaking of Earth Capital Partners LLP


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The Lord Fink, Vice Chairman formerly CEO of Man Group plc, the world’s largest listed alternative asset manager

Gordon PowerCIO founder of Sustainable Technology Investments (Guernsey) Ltd. Former CEO of ProVen Private Equity. IRR on 239 deals of 29%

3. SET3 - THE PRINCIPALS

Neil Brown, COOformerly Global Head of Risk at Credit Suisse Asset Management and HSBC Asset Management

Ben Cotton, External Relations formerly Head of Fund Relations at Man Group. Senior roles at Societe Generale and Merrill Lynch

Stephen Lansdown Chairman of SET3 co-founder of the private client business, Hargreaves Lansdown in 1981


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3. SET3 – THE EXPERIENCE TO DELIVER RESULTS

Core SET3 TeamRelevant

ExperienceRelevant achievement AUM

Stephen Lansdown Chairman 30+ years Hargreaves Lansdown PLC $84bn

The Lord Fink Vice Chairman 30+ years Man Group PLC $73bn under SF

Gordon Power CIO 27 years ProVen and track record $370m

Neil Brown COO 33 years HSBC AM, Credit Suisse AM $350bn

Ben Cotton, External Relations

29 years Man Group, SGAM & Lyxor Asset Management (SG)

Currently €75bn++

Totals ~150 years Excess $590bn


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3. SET3 - TRACK RECORD IN GROWTH CAPITAL Combined Track Record*

• Gordon Power has invested in 239 investments over the last 31 years, generating an IRR of 29 per cent. During this time he has made several sustainable technology investments; such businesses included forestry, plastic recycling and eco-friendly building materials and brand packaging. Gordon has an IRR of 45% from 29 sustainable private equity investments.

• Jim Totty has invested in 21 sustainable private equity investments since 2002, with an IRR of 30%. These investments were in energy (AD & hydro) and resource efficiency, CHP, environmental control and monitoring, and biofuels.

• Nick Pople has invested in 23 sustainable private equity investments since 1997 with an IRR of 32%. These investments were in resource recovery, energy efficiency, energy generation, water and sustainable materials

• Together Gordon, Jim and Nick have a track record of 45% IRR from 55 sustainable technology investments over a 28 year period.

*Source: STIL EIS Fund 3 IM (Nov2014)

Name Private Equity/ VC

(years)

Sustainable Technologies

(years)

Sector Investment

s

Sector Deals

Before STIL, SI Capital or ECP

Gordon Power* 31 30 29 • STIG, Edge, ProVen, Guiness Mahon

Jim Totty* 13 21 20 • PWC, Citi Alternative Investments

Nick Pople* 17 22 23 [10+] • Ludgate Investments, Barclays Capital

Sebastian Waldburg

16 11 18 • Riva y Garcia, Schroders

Michael Covington

4 8 22 • Piper Jaffray, Dresdner Kleinwort, ABN AMRO, Close Brothers, PWC

Nick Curtis 10 10 16 20 • Ludgate Investments, GE, Nat Grid, Enron, PWC

Richard Smith 8 5 4 • IBIS, LEK Consulting, Visteon, Ford


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3. SET3 - GLOBAL NETWORK: REGIONAL SPECIALISTSThe Fund will deploy via regional partners in addition to co-investment and direct deals

• STIL manages or advises on private equity investments and committed funds in the sustainable technology sector

• Investment philosophy has been influenced by a view of long term drivers requiring a sustainable investment focus

• STIG seeded investment funds

• Sustainable Technology Investors Ltd. (‘STIL’)

• UK

• Active in the renewable energy sector since 2004• First private equity fund, R&S I in 2007• STIG invested in alongside major Spanish industrial

family offices (including Roca, Lladro and Entrecanales).

• SI Capital (‘SIC’)• UK & Spain

• Specialise in financial advisory and investment business

• Working with financial institutions, governments, developers and corporates on large scale sustainable projects

• Sustainable Development Capital Limited (‘SDCL’)

• UK & Hong Kong

• Berkeley Energy (‘BE’)• Singapore & Nairobi

• African Emerging Ventures (‘AEV’)

• Botswana

• SADC venture capital; focus on farming, renewables and clean technologies technology transfer. Investments seeded by STIG

• Country focus on Botswana, Zambia, Namibia, Mozambique and Tanzania

• Sub-Saharan Renewable Energy; Senegal, Ghana, Uganda, Kenya and Zambia; Ethiopia and others: STIG investing in fund

• Asian Renewable Energy: India & Philippines, Indonesia and opportunistic other countries: STIG investing in fund


SET3

AEV (Botswana)ECP (Brazil)

ECP (Miami)

ECP, STIG, STILSDCL (London)

SDCL(HK)

SI Capital (Barcelona)

Note: Offices of SET3 Companies. Other sub-funds or sub-managers may be used depending on the opportunity/ risk. *indicative allocations at minimum fund size

BE (Sing)BE (Nairobi)

SDCL(New York)

3. SET3 - GEOGRAPHIC REACH & KEY OFFICES

SET3 Managers - Assets under Management - USDm

London Europe New York Singapore

Hong Kong Africa Total

196 131 80 186 50 210 853

Region/ Country Indicative NSF Allocation* (%)

UK 30 – 50

Europe 25 – 35

Latin America 10 – 25

Africa 10 – 25

Asia 0 – 15

North America 0 - 10


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OVERLAPPING INVESTING RECORDS

1984 1997 1999 2003 2005 2007 2009 2010 2011 2012 2013 2014 2015

ProVen then SET3 Gordon Power

S E T3

I N V E S T M E N T S

SI Capital Co-invest with

ProVen Sebastian Waldburg

Eusebio Guell Michael Covington

STIL

Co-invest Jim Totty

Previously at Ludgate

Nick Pople Nick Curtis

SDCL

Jonathon Maxwell

Chris Garside Eli Shamoon

ECP

Previously at ECP

Richard Smith Neil Brown Ben Cotton

Rufus Warner

Previously at Man

Previously at Soc Gen

AEV Brian Lemar Berkeley

Energy Ltd

Previously at Berkeley Energy Ltd TC Kundi A Vere-Nicholls


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Gordon Power, has over 30 years of private equity experience and is a private equity investor in his own right. Prior to his current commitments, he founded and was CEO of the private equity business ProVen Private Equity (now re-named Beringea) from 1984 – 2004 and led its buy-out from Guinness Mahon in 1997. By 2002 ProVen specialised in media and intellectual property rights investments, had funds under management of $370m million including a range of highly successful venture capital trusts. From 1984 to date, an overall annual return in excess of 29% has been achieved in 239 realised (i.e. sale, flotation or administration/liquidation) investments and unrealised investments. Gordon has an IRR of 45% from 23 sustainable private equity investments made since 1985.

Richard Smith is a Partner in the Cleantech & Sustainable Agriculture and Forestry teams, with a background in industrial management, private equity transactions and financial advisory services. Before joining ECP he was a Director at IBIS Asset Management, a captive financial advisory group to a large multi-sector private conglomerate. Previously he delivered a wide range of private equity due diligence and corporate strategic advisory services while with L.E.K Consulting, where he was a Senior Manager. Prior to an MBA at INSEAD, his early career encompassed engineering design, quality improvement, and production management at Visteon and Ford Motor Company. He is a Chartered Engineer, a Chartered Member of the Chartered Institute of Securities and Investment, and a Sainsbury Management Fellow.

3. SET3 – INVESTMENT TEAM


SET3

Sebastian Walburg Founding Partner A hands on investor and a dedicated team leader. He has an extensive European network built up over 20 years in energy finance and is well known and trusted by long-established Family Offices Founder & Director Private Equity Team, Riva y Garcia, Barcelona Manager, Project Finance & Energy M&A, Schroders Investment Bank, London Country Head, SL Katastrophen und Projekt Management, Cologne, Germany & Bosnia IESE, University of Navarra, MBA London University, MA Social Anthropology University of Oxford & Eichstatt, BA PPE Board Seats: Bioalmendral, Enerstar, Invall, ReEnergise, SEFO & SI Energy Languages German, English & Spanish

Eusebio Guell - Founding Partner A experienced and committed investor, well known to many industrial groups. He brings over 20 years of wealth management and private equity expertise in energy efficiency as well as prudence to SI Capital Director of Private Banking Commercial Team, Riva y Garcia, Barcelona Vice President, Privat Bank, Barcelona Assistant Trader, Atlantic USA, New York Universidad Commercial de Deusto, MBA Management School, Barcelona, BA in Business Administration Board Seats: Bioalmendral, Enerstar, Invall & Bonasport Languages Spanish, English, Catalan & French

Michael Covington Investment Partner Transaction originator with nearly 25 years experience in investment banking, accounting and cleantech & renewables financial consultancy. Co- founder of a leading UK PV developer Managing Director, CleanTech & Renewables, Piper Jaffray, London Director, Power & Utilities, Dresdner Kleinwort, London Assistant Director, ABN AMRO, London PwC , Audit Supervisor, London, ACA University of Oxford, BA Chemistry Purdue University (USA), Post Graduate research in Biological Sciences Board Seats: Black Dog Biogas, Alternative Pallet Company, SSGL, SEFO & ReEnergise Languages: English

3. SET3 - LOCAL TEAMS: EUROPEAN RE AND EE TEAM


SET3

Jim Totty, 40, has 18 years experience in sustainable and clean technology, gained through his previous roles at Osmosis, Citi Alternative Investments, Nikko, and earlier advisory and academic work. Before moving into private equity, he was a management consultant at PricewaterhouseCoopers in the Energy and Utilities group. Jim has an IRR of 32% from 6 sustainable private equity investments made since 2002. Jim is a Chartered Financial Analyst, and holds an MA in Physics from the University of Cambridge and an MSc and PhD in Physics from Imperial College, University of London. Jim lives with his family in London.

Nick Pople Nick was formerly a Director of Ludgate. He has extensive experience of private equity, venture capital and corporate finance. He has advised and raised equity and debt finance for a wide range of small companies both quoted and unquoted. Prior to Ludgate, Nick spent 8 years working within the commercial and investment banking divisions of Barclays Capital (formerly BZW), focused on project and corporate finance.

Nick Curtis Formerly with the Ludgate Environmental Fund he was responsible fro originating and executing transactions in the resource efficiency and renewable energy market and managing a portfolio of investments. Director of RAP Ltd and Chairman of Ignis Biomass Ltd

3. SET3 - LOCAL TEAMS: LONDON RE AND SUSTAINABLE TECH


SET3

Jonathan Maxwell - CEO, Investment CommiteeJonathan co-founded SDCL and is its CEO. He has 17 years’ experience in international financial markets, involving investment in infrastructure, real estate, private equity and listed securities. He launched SDCL’s energy efficiency business and contributes to government initiatives on energy efficiency in the UK and overseas.

Eli Shahmoon - Investment Committee, UKEli co-founded SDCL and has 24 years’ experience in real estate and infrastructure development, construction and investment. Eli helped O&H Properties grow its business from a net asset base of below £5 million in 1988 to a diversified investment and development group worth in excess of £400 million. He has achieved an average IRR of over 22% in the last 5 years.

Chris Garside – Senior Investment Manager and Group Legal Counsel Chris, is a specialist investment manager and qualified solicitor with a proven background in structuring and executing innovative energy efficiency, sustainable energy, real estate and PFI projects. Prior to joining SDCL, Chris worked with international law firms Eversheds and DAC Beachcroft, acting for major clients such as E.ON in the development of heat networks and other ESCO led projects, including energy efficiency performance contracts. Chris brings a wealth of infrastructure experience, combining his legal background with a highly commercial outlook and experience of working with a wide range of public and private partners. He is also the founder of the International Energy Efficiency Practitioners Group.

David Hourihane Director, SDCL Ireland, David joined SDCL to focus on energy efficiency and lead its Dublin office. He is a qualified lawyer with a specialisation in energy efficiency, clean energy and clean technology. David has been intimately involved with the energy efficiency market in Ireland, working with the leading ESCOs and both private and public sector hosts.

Victor Chu - Chairman of First Eastern Investment Group and Director of SDCL (Asia)Mr. Chu founded First Eastern and is its Chairman. A UK trained solicitor and expert on China and regional investments. Formerly a Director and Council Member of the Hong Kong Stock Exchange and adviser to the Hong Kong Securities and Futures Commission. Mr. Chu is a Member of the Foundation Board of the World Economic Forum in Geneva.

3. SET3 - LOCAL TEAMS: LONDON EE TEAM


SET3

Bryan Lemar – Founder and Chief Executive Officer of AEVS, Over 30 years’ experience in building businesses in the southern African region. Was General Manager responsible for building and managing Owens Cornings’ first pipe manufacturing facility in Africa (investment of over US$20 million and workforce of over 270). He served on the Board of BEDIA (now Botswana Investment Trade Centre), a Botswana government funded institution established by Act of Parliament to promote Botswana as an investment location. Bryan holds a degree in Polymer Chemistry and Technology from the South Bank University London.

Alastair Vere Nicholls – Founder and partner of Berkeley Energy Limited, Principal role negotiating REAF portfolio investments and debt financings. Taken lead internally on AREF initiative. Lawyer specialised in private equity infrastructure deals in the renewable energy and water sectors. Acted for many of the market leading infrastructure and private equity firms

Andrew Reicher - Former Chief Investment Officer of CDC and Actis, overseeing 59 emerging market investments ($580m invested, 26.3% IRR, 2.8x multiple of cost). Manager of Actis’first Infrastructure Fund, overseeing 14 power investments ($858m invested, 24.1% IRR, 2.0x multiple of cost).Deep experience of private equity, emerging markets, power infrastructure

Lukan Buljan - 12 years experience of developing, acquiring, financing, and selling power generation and distribution projects in sub-Saharan Africa. Former CEO of Empower, COO of African Power Corporation, Director Business Development at Globeleq. Extensive power sector relationships in East and West Africa

3. SET3 - LOCAL TEAMS: AFRICA RE AND SUSTAINABLE AGRI


SET3

TC Kundi Managing Partner, Dedicated fund manager for renewable energy projects in emerging Asia and Africa since 2007. Acted as principal owner-operator of renewable energy assets for 25+ years managing >80 assets . Exceptional experience of project structuring, contract negotiation, execution, construction & operation. Pre-Berkeley, built & managed as CEO the UK’s largest renewable power portfolio while at Hanson/Waste Recycling Group (“WRG”) growing it from 1 to 217MW managing a team of 110 people

Alastair Vere Nicoll Partner, Dedicated fund manager for renewable energy projects in emerging Asia and Africa since 2007. Legal professional, specialized in infrastructure deals (renewable energy & water). Considerable deal execution experience of contacts as every stage of the project value chain, from inception to exit.Worked with Freshfields Bruckhaus Deringer, a leading international law-firm and acted for many leading infrastructure / buy-outs

Robert Renfrew Partner Emeritus, Based in Philippines for business development and project implementation since 2007. 30+ years of renewable energy and waste experience delivering projects for Balfour Beatty, EDL, Novera Energy and WRG.Has proven experience of sub-contracting and delivering projects in the Asian environment .EPC delivery experience across biomass, wind, hydro, landfill gas, coal bed methane recovery, conventional power.

Michael Brown Investment Director, 10+ years of experience in private equity, corporate finance and advisory work across Asia, North Africa and Europe. Experienced across biomass, wind, hydro, solar, waste to energy, industrial energy efficiency and biofuels. Pre-Berkeley, worked at Climate Change Capital and was responsible for investments in India and SE Asia

3. SET3 - LOCAL TEAMS: ASIAN RENEWABLE ENERGY TEAM


SET3

CONTENTS









SET3

4. APPROACH TO SUSTAINABILITY: SD POLICY

Earth Capital Partners seeks to demonstrate at scale a successful investment model, which prioritises Sustainable Development (“SD”), comprising environment, social and governance issues, as well as financial return, in all parts of the investment cycle. We are committed to maximising our contribution to SD and minimising negative impact.

To achieve this commitment, Earth Capital Partners will: Strive to continuously improve environment, social

and governance impact and integrate recognised applicable best practices in our operations and business processes

Invest in companies, projects and commodities, for which a core business driver is delivering a SD solution

Ensure environment, social and governance criteria are taken into account in our evaluation of investment opportunities and our investment portfolio management

Comply with all relevant environment, social and governance legislation as well as other requirements to which we subscribe

Demonstrate to the wider asset management sector the merits of giving greater priority to SD issues in their investment decision making processes

To secure these objectives, we will: Provide oversight and review of Sustainable

Development policies and performance, and allocate resources for their effective direction and implementation

Set and monitor key objectives and targets of our SD impact at least annually

Consider environment, social and governance impacts as well as financial performance in Investment Committee investment approvals and portfolio company reviews

Measure the impact of our investments, using our proprietary environment, social and governance scorecard (‘Earth Dividend’) and agree with them an impact improvement plan on an annual basis

Communicate the importance of SD impacts to our people and external stakeholders

Communicate internally and externally our Sustainable Development Policy and impact on an annual basis, and encourage feedback

Review our SD Policy at least annually

This statement represents our general position on SD issues and the policies and practices we will apply in conducting our business.

The SD Policy is accessible to all staff and other interested parties.

Earth Capital Partners interprets SD to mean meeting the needs of today without jeopardising the ability of future generations to meet their needs – taking full account of environment, social and governance impacts, both positive and negative. ECP implements SD according to five categories of issues: Natural Resource Consumption, Ecosystem Services, Pollution Control, Social & Economic Contribution and Society & Governance.


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4. APPROACH TO SUSTAINABILITY: SD INVESTMENT GUIDELINES

No goes UNESCO World Heritage Sites, RAMSAR sites, Critical Natural Habitats Primary Forest deforestation GMO (other than where comprehensive scientific and economic life-cycle

analysis has been completed)

Minimum standards Round Table on Sustainable Bio-fuels, Palm and Soya Sustainable forestry practices Bio-fuel minimum GHG life-cycle emission savings SA8000 Social Accountability practices Equator Principles (for new infrastructure project developments)

Process Integrated into Gate 1 and 2 IP Checklist for Investment Teams to complete and submit to IC


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4. APPROACH TO SUSTAINABILITY: SDIG PROCESS AND CONTROLS

Investment evaluation and decision making

ASSESSMENT CONTROLS (& ASSURANCE)

Investment Committee approval dependant upon completion of the respective checklist processes

Pre-bid Evaluation check list completed and submitted to Investment Committee (IC) as part of formal Gate 1 approval process

Full Access Evaluation check list completed and submitted to Investment Committee (IC) as part of formal Gate 2 approval process

Gate 2

Gate 1

Annual ‘self assessment’ scorecard, which includes review of ongoing compliance with SDIG

Letter of Assurance, which includes SDIG

Analytical Review and Desk Top Assessment (including conference interviews) which includes SDIG

Internal audit of investee companies/ projects, which include review of ongoing ‘compliance’ with SDIG

External assurance exercise

Portfolio management


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Clear measure of the contribution to Sustainable Development

Performed annually on basis of ‘self assessment’ (includes review of SDIG ‘compliance’)

Initial ‘benchmark’ assessment conducted by ECP or integrated into DD completed by advising consultant

Improvement Plan agreed annually

Subject to external assurance annually

‘Early Stage’ version for venture and expansion capital investments

Provides investors with evidence of impacts and performance improvement

Procedures and internal controls have been audited by KPMG Example Earth

DividendTM from Spanish PV project

4. APPROACH TO SUSTAINABILITY: EARTH DIVIDENDTM


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4. APPROACH TO SUSTAINABILITY: PROCESS & CONTROLS A

SS

ES

SM

EN

T

CO

NT

RO

LS

Invest Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov

Benchmark Earth DividendTM completed in accordance with Procedures Manual. Process of assessment includes induction of local management in undertaking of the Earth DividendTM

Benchmark Earth DividendTM

reviewed and agreed by ECP

External assurance exercise commences Dec , completed during April. Includes a sample of site visits and review of effectiveness of internal controls. Concludes with Management Report and Public Opinion Statement

Dec

ECP completes an Analytical Review and Desk Top Assessment of ‘self assessments’ (including Additional Notes), through analysis against previous year’s scorecards, the benchmark scorecard , any previous internal audit findings, Letter of Assurance and impact ‘improvement plan’. Includes teleconference with ‘self assessment’ entities

Ongoing ‘advisory’ support to investee companies/ projects on SD implementation and Earth Dividend TM impact improvement plan

Company/ project teams gathering data/ information to substantiate ‘self assessment’ returns

‘Letter of Assurance’ prepared by asset manager, confirming ‘self assessment’ process has been reviewed and is complete and accurate

Benchmark Earth DividendTM score card and related Additional Notes held on file for reference during future Analytical Reviews and Desk Top Assessments of ‘self assessment’ process

Annual ‘self assessment’ and ‘improvement plan’ submissions due 31 January, prepared in accordance with Procedures Manual

Internal audit of sample of company/ project ‘self assessment’ process. Audit completed ‘on-site’ and includes review of underlying data and information used to substantiate ‘self assessment’ scorecard and adherence to Reporting and Indicator Protocols


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4. APPROACH TO SUSTAINABILITY: GOVERNANCE

Advisory Board

Sustainability Council

Sustainability Function

Investment Teams

ECP ManCo

Investment Committee

seek guidance and sign-off for business process matters

Escalate operational matters or request review/ amendment of Policy/ procedures

Seek guidance on technical matters

Seek guidance

Comply with SD processes; seek approval to transact

Seek expertise and technical support/ assistance

ECP Guernsey Board

Investment proposals to Guernsey Board

Sit on IC

escalate operational matters

Operational Process Investment Process


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4. APPROACH TO SUSTAINABILITY: EXTERNAL REVIEW Six members chaired by Tom Burke

CBE, drawn from a range of organisations including WWF, Friends of the Earth, Rio Tinto, Unilever, United Nations Environment Program Finance Initiative and the ‘Stern Review’ team.

The Council has met regularly and has reviewed, commented and approved the ECP:

Sustainability Policy Sustainable Development Investment

Guidelines Earth DividendTM

All recommendations have been accepted and incorporated by ECP

The Council will review ongoing implementation of the sustainability strategy, including the Earth DividendTM and related external assurance management reports

Tom Burke CBE Chairs ECP’s Sustainability Council.

Tom is currently an Environmental Policy Adviser to Rio Tinto plc and a Visiting Professor at Imperial and University Colleges, London.

He is a Senior Business Advisor to the Foreign Secretary’s Special Representative on Climate Change. He is a Founding Director of E3G, Third Generation Environmentalism and serves on the boards or advisory boards of a number of environmental and other organisations.

He is Chairman of the Editorial Board of ENDS magazine.


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4. APPROACH TO SUSTAINABILITY: EARTH DIVIDENDTM

c

Reporting and

assurance cycle

Q1 - Assets report year end

Earth

Q1 - Asset level review &

Q4 - ECP annual internal audit of selected assets

Q1-2 Annual external

assurance of sample of assets

Dividend’™ score-card and

underlying data/ information

Letter of Assurance sign-

off


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4. APPROACH TO SUSTAINABILITY: PAPER PALLET

Positive impact: Raw material comprise recycled paper

and paper from sustainably managed forests

Product is an alternative to heat treated wood, or plastic pallets both of which have greater natural resource footprints

CO2 savings associated with light weight pallet versus heavier wood or plastic pallet alternatives. Application is typically air-freight where emission savings are significant

Company respects and observes employee human rights

Service/ product/ output is safe for use Company creates employment


SET3

4. APPROACH TO SUSTAINABILITY: ARVIA TECHNOLOGY LTD

Positive impact: Product protects natural

resources Technology makes nuclear a more

efficient and cleaner industry. Nuclear is a low carbon alternative to conventional power generation

Product/ output contribution to pollution control

Company respects and observes employee human rights

Product directly supports social progress

Service/ product/ output is safe for use

Company creates employment


SET3

4. APPROACH TO SUSTAINABILITY: RIVER GENERATION

Positive impact: Run of river hydro electricity

generation in Scotland. No net consumption of energy

Product/ output is a renewable and sustainable alternative to a finite resource

Low CO2 intensity operation. Operation does not have any GHG emissions

Substitutes fossil fuel based energy generation

Maintenance outsourced to reputable engineering company which is compliant with UK employee law

Asset contributes to social progress in high income country – distributed renewable energy supply


SET3

Positive impact: Low energy user (actually a

distributed renewable energy supply) Output is a renewable and sustainable

alternative to a finite resource Product directly supports social

progress Asset’s supply chain has a low

polluting impact

4. APPROACH TO SUSTAINABILITY: BLACKDOG BIOGAS


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CONTENTS









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5. INVESTMENT PROCESS: FOCUS ON AREAS OF CAPITAL SHORTAGE

Seed/Incubator

Series A,B C

First Plants

First Revenues

Asset Development

Operating Infrastructure

Growth Buyout


SET3

5. INVESTMENT PROCESS

ECP follows a structured and disciplined approach to investing

Co-Investments & Direct Investments (Full-Cycle) Sub-Funds

• In-depth appraisal and negotiation of terms prior to sub-fund commitments

• Limited governance role, if any, in sub-funds following initial commitments

• Support on technology transfer

• Support for Earth DividendTM deployment by sub-funds

• Active involvement in full-cycle on co-investments


SET3

5. APPROACH TO ORIGINATIONThe team has shortlisted opportunities for due diligence following structured investment process

SET3Associates

Sourced by teams in:• UK• Spain• Brazil• Asia• Middle East• Africa

Sourced by:• On-the-ground team

relationships with financiers, project developers, advisors, CleanTech networks, family offices etc.

• Research-driven origination• Proactive origination• Opportunities “walking through

the door”• ECP and STIG networks• Intermediaries (London and in-

country)• Auction processes

RESEARCH & ORIGINATION

IRPs*

GATE 1

DETAILED DD

Advanced DDPotential

opportunities screened

Potential opportunities within scope

* Investment Research Proposal “Orange Paper” – a brief summary of the investment opportunity that the team presents to the Investment Committee

Initial IC and Board approval to conduct

detailed due diligenceDetailed due diligence and structuring in order to secure IC and Board

approval at Gate 2 of the process

...

Detailed valuation

Source: ECP pipeline database – subject to regular change.

Initial DD


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5 INVESTMENT PROCESS: BIAS TO APPLICATION OF PROVEN TECHNOLOGIESStage(% of Fund) Focus Description Deployment Model

‘Proven’

(80 - 90%)

• TRL* 6 – 9

• Commercial rollout

• Cash-generative assets/ infrastructure

• Areas of capital shortage

• Mainly via sub-funds with regionally expert managers

• Also co-investment and directs

• Leverage ECP & global network of Associated Companies

‘Development’

(10 – 20%)

• TRL* 1 – 5

• Technology less proven

• Game-changing potential impact

• Specialist funds, diversified exposure

• Consider co-investments by exception

• Use existing networks

Note: *Technology Readiness Level


SET3

CommercialDeployment

5. INVESTMENT PROCESS: NSF AND TRL

TRL 1Basic

Research

TRL 8Commercial

Design Integration

TRL 9System Proven

TRL 7Integrated

PilotDemo

TRL 6Prototype System

Verification

TRL 2Applied

Research

TRL 3Critical

FunctionPoC

TRL 4Lab Test

Component Validation

TRL 5Lab Test System

Integration

NSF “Development” (10 to 20%) NSF “Proven” (80 to 90%)

Research Applied R&D Pre-Commercial DeploymentDemonstration Deployment

Universities

Technology & Innovation Centres/Science Parks

Corporations Sales


SET3

ECP PARTICIPATION IN SUB-MANAGER INVESTMENT COMMITTEES

GP Gordon Power SL Steven Lansdown

RS Richard Smith NB Neil Brown

* Will be negotiated as part of the investment agreement

Manager Geography Now When Invested*

STIL NSF UK GP GP, RS, NB

SI Capital NSF Europe GP GP, RS , NB

SDCL NSF Energy Efficiency GP GP

Berkeley Energy NSF Africa / Asia GP GP, RS , NB

AEV NSF Africa GP, SL GP, SL

ECP Brasil NSF Brasil GP, RS, NB


SET3

CONTENTS









SET3

ARVIA TECHNOLOGY LTD – WASTE DISPOSALSyndicated Investment £5m focus on waste technology

• Market focus – destroy radioactive organics in the global nuclear industry

• Company focus - Develop a core team, and tools to enable rapid deployment of the technology by either Arvia and/or a partner

• Addresses extreme ‘customer pain’ in several high value and well funded sectors. Gate fee revenue model Initial income from design and build contract to clean up a South Wales nuclear plant

• Moving forward

• Further industrialise the technology

• Capture and develop key aspects of technology deployment

• Increase acceptance of the technology in the market

• Develop process for water applications

• Significant cash multiple targeted, trade sale to strategic player most likely route

• Potential for international deployment of core technologyImage : Arvia

6. PORTFOLIO EXAMPLES


SET3

TAMAR ENERGY – WASTE

• Established in 2009 as Adgen Energy as a renewable energy project development company, to develop and finance anaerobic digestion plants (AD) across the UK. Tamar has an experienced team in development, finance, design, construction and operations

• Proven technologies that have powered thousands of plants in Germany and Scandinavia

• Initial pipeline of 12 AD plants 3 year plan for 40 AD plants generating 100mw of renewable energy

• Successful £97m fund raise in 2012 from RIT, Sovereign wealth funds from Brunei, Abu Dhabi and Malaysia, Duchy of Cornwall and Sainsbury

• Key relationships with Sainsbury’s, energy and digestate buyers providing guaranteed revenues

• Potential for international deployment of core technology

Image : Tamar



SET3

NOKA FARMS (AEV)

• Acquired the second largest fresh vegetable producer in Botswana, Noka Farm (currently producing capacity of 15% of the vegetables consumed in the country)

• Corporate customers, retailers and independent traders are the main buyers of the produce

• Expansion strategies:

• state of the art hydroponics tunnels

• photovoltaic 30 MW plant with undercover horticulture farming

• roll-up of local farms

• Organic energy using significant local waste

• Driven by the increased demand for horticultural produce in the country

Image : Nursery and cabbages at Noka Farm, Botswana



CORBETTI GEOTHERMAL

• Shareholders Agreement signed in October 2014; Berkeley Energy (BE) 53.5%; Reykjavik Geothermal (RG) 28.5%; Iceland Drilling (ID) 18%.

• BE promoted a phased development structure to optimise project delivery.

• Phase 1 $110m (up to 20MW) as pilot to prove resource, offtake relationship and initial power generation. Phase 2 $240m (up to 70MW) as template for senior debt financing and plant construction. Phase 3 (up to 270MW) and Phase 4 (up to 500MW) for large-scale expansion. Total project capex approx. $2bn.

• High profile project featuring in Ethiopia’s Growth and Transformation Plan for 2015-2020: focus on opening up IPP sector and reducing dependence on hydropower, ensuring reliable power supply for industry and energy export

• Signed 32 year PPA in July 2015 as Etiopia’s first IPP. Market standard terms with strong protections for the project, suited to phased development

• Strongly supported by President Obama’s Power Africa initiative which has been deeply involved in providing transaction advice to Government of Ethiopia.



SET3

THE ALTERNATIVE PALLET COMPANY

• Founded in 2008, APC designs & manufactures an ultra-lightweight, ISPM15 compliant, laminated fibre board pallet for airfreight and long-distance transportation

• Rationale:

• Rising costs of pallet grade wood (biomass power). Intra-EU compliance requires traditional wooden pallets to be expensively heat treated

• Weight saving for logistics

• First time orders from GSK and Lush Cosmetics in 2014

• Regular orders from Boots International, Baxter Healthcare, John Lewis & Laura Ashley

• Long-lead product diligence with conservative ‘Big Pharma’ beginning to convert to sales


• Expect exit as a packaging group ‘bolt-on’ within 3 - 5 years

Image : pallite.co.uk



SERASTONE BUILDING EFFICIENCY

• Founded in 2003, Serastone produces environmentally efficient building products. It is able to create stone, made with cheaper fine cut stone residues, that can be used by masons and cladding specialists, as they would use other industrial products, while also offering sustainable characteristics.

• Serastone plans to roll out manufacturing outlets throughout Spain and other countries.

• The environmental impact of Serastone is 10 to 15 times lower than any cement, clay or composite resin based products. Having developed its first pilot operation in Bordeaux to prove the technology and validate the economic model, the business was moved to an operational production facility in El Ejido (Almeria, southern Spain).

• SET3 has led the raising of €6m to develop the technology, upscale production and develop a sales pipeline



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PROPELAIR – EFFICIENT WATER MANAGEMENT• Propelair® is a Registered Trademark of Phoenix

Product Development Ltd, a London based company that has developed a patented system of toilet plumbing that saves 84% of the water used by standard toilets and uses 80% less energy. Propelair® is a totally new approach to WC operation.

• Five years in development, it combines the convenience of a conventional WC with the water saving and performance benefits of air assisted flushing and is very easy to install.

• £3.5m (including grants) to develop the technology from pilot to full production and the introduction of its first WC in the commercial market to be followed in 24 months with a domestic suite

• Raised additional £2.6m in November 2014

• Various awards including RBS Innovation Gateway 2014


Image : Propelair



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CONTENTS









SET3

Target Size • US$300 million ($500m maximum)

Fund Manager • Earth Capital Partners GuernseyInvestment Advisor • Earth Capital Partners LLP

Investment Strategy

• Early stage capital for acceleration of sustainable technology companies.• Majority (80-90%) at Technology Readiness Levels (TRL) 6 – 9. Remainder at TRLs 1 -5.

Minimum Investment Size • US$15 million, with General Partner discretion

First Close • $75m or by agreement

Investment Period • Four years from First Close.

Term • Ten years (with two extensions of one year with LP consent).

Target Return • 15% net to LPsPriority Profit Share (Management fee)

• [2.25%] of total commitments during the Investment Period, thereafter [2.25%] of total contributions reduced by the acquisition cost of investments fully distributed or written off.

Carried Interest • 20% of net profits subject to a Hurdle Rate. Sub-funds calculated individually, not in aggregate.

Hurdle Rate • 8%

Investment Restrictions

• 10 – 20 % in early stage companies in their pre-commercial phase • No fund debt (Short term bridging drawdowns into portfolio investments permitted)

Administrative Expenses • Start-up expenses : capped at the greater of US$1 million or 1% of LPs commitments

SUMMARY TERMS– NOBEL SUSTAINABILTY FUND ®

Source: Fund PPM

7. FUND STRUCTURE & FIRST CLOSE


SET3

GUERNSEY TAX TRANSPARENT LIMITED PARTNERSHIP

Source: Fund PPM


Earth Capital Partners LLP

“INVESTMENT ADVISER”

Earth Capital Partners GP LP

“GENERAL PARTNER”

Earth Capital Partners Guernsey Ltd “FUND MANAGER”

Sole Shareholder

Investment Advisory

Agreement

General Partner

“SPECIAL LIMITED PARTNER”

Nobel Sustainability Fund ®

“FUND”

Limited Partnership Agreement signed by the FUND MANAGER in its capacity as t he general partner of GP and SLP

Priority Profit

Share General Partner

LimitedPartner

Carried Interest Limited Partners

Distributions

LimitedPartner

Portfolio Investments

Subscription Agreement

Co-Investors

Nobel Sustainability Fund® Legal Entity Structure

General Partner

AdministratorNorthern Trust International Fund Administration Services (Guernsey) Limited

AuditorsKPMG Channel Islands Limited

Legal CounselGuernsey – Carey OlsenEngland – Baker & McKenzie LLP

SPV1 SPV2 SPV3

NST® GP

......

Investments mostly made through geographic sub-funds that may also permit direct investment at the sub-fund level


SET3

NOBEL SUSTAINABILITY FUND® CURRENT STATUS

• SET3 has seeded the regional structure and the regional fund management teams to deploy capital.

• Abu Dhabi, UK, Brazil and Chinese based research facility seeding and providing technologies through strategic relationships under negotiation

• First close imminent at $75m

• Structured into regions Europe, Latam, Africa and Asia with managers locally based.

• Technology exchange a key activity

• Propelair to Brazil through Rio based distributor relationship

• Water distribution technologies from Abu Dhabi to Africa

• In discussion with other investors for second round funding.



SET3

SUB-FUND STRUCTURE – TOTAL FIRST CLOSE $75M

NSF (Global)

NSF Europe

NSF Brazil

NSF Africa/Asia

NSF Energy

Efficiency

NSF UK

[other opportunties]

ECP Brazil ASIC / ECP

First Close £4.9m £12.9m nil £6.4m £0.5m £25m

Indicative NSF Allocation

30-50%* 25-35%* 10-25% 10-25%* *Included in overall

allocations

10-20%

Sector Focus




• Waste• Energy

Efficiency• Water• Agriculture

• Renewable Energy

• Agriculture• Sustainable

Technology



• Directs UK/ Europe


SET3

NSF GLOBAL – TOTAL ALL INVESTMENT SUMMARY


Current Total commitment £’000

UK Sustainability 4,737 4,937

UK Energy Efficiency 155 500

Africa/Asia 2,102 6,424

European EE/Energy 8,587 12,943

Latam/ Brazil 0 0

TOTAL 15,581 24,804

NSF Global – Total All Investment Summary


Commitment from STIG / PULA


SET3

NSF GLOBAL – UK SUSTAINABILITY


Further cash£’000

Investment Maturity Date

Tamar/Adgen* 1,333 2018

Propelair** 308 2018

Adgen Loan* 610 2015

Arvia ** 686 2018

Alternative Pallet**** 278 200 2018

Re-Energise*** 273 2018

Black Dog Biogas* 872 2018

River Generation** 377 2018

TOTAL 4,737 200

• * represents waste to energy biogas generation• ** represents water efficiency, hydro energy generation and waste water clean up • *** represents fund management business in SME EE debt finance• **** Other



NSF GLOBAL – UK ENERGY EFFICIENCY




SDCLUK LLP 155 345 2023

TOTAL 155 345

• LLP Investment alongside Green Investment Bank expected yield 10% after fees.



NSF GLOBAL – AFRICA SADC AND ASIA




AEVI* 2,102 1,741 2020+

Berkeley Energy** 1,290 2020+

Berkeley Energy Asia*** 1,291 2020

TOTAL 2,102 4,322

• *Head quartered in Botswana locally based investment team assets include Sustainable farming , solar and Biogas. £774m for expansion of farming, £967k for degearing sustainable farming

• ** based in Kenya and investing $200m by final close in African Renewables• *** based in Singapore and investing $186m first fund targeted £200m second fund in Asian focussed

renewable energy businesses.



NSF GLOBAL – EUROPEAN RESOURCE EFFICIENCY




Serrastone* 3,795 381 2018

STIM – RS1** 4,792 404 2018

STIM – NSF and RS2 3571 2025

TOTAL 8,587 4,356

• *Innovative low carbon building product and patented manufacturing process and product. Cradle to Cradle sustainability

• Barcelona based investment team with AUM €20m plus co-invest fully invested and now beginning to harvest renewable assets in Europe

• Targeted €100M second fund with cornerstone of €5m from STIG



SET37. FUND STRUCTURE & FIRST CLOSE


SET3

Earth Capital Partners LLP is authorised and regulated by the Financial Conduct Authority.This material is for distribution only under such circumstances as may be permitted by applicable law. It is published solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. The contents of this document should not be treated as advice relating to legal, tax or investment matters and prospective investors are advised to consult their own professional advisers.

CONTACTS

Neil BrownSenior [email protected] +44 (0) 20 7811 4500

LONDON34 St James’s StreetSt James’sLondon SW1A 1HD

RIO DE JANEIROR.Ferreira de Almeida, 42Alto da Boa VistaRio de Janeiro – RJ – Brazil

Ben [email protected]

+44 (0) 20 7811 4504

Gordon PowerCIO and Principal PartnerSTIG [email protected]+44 (0) 207 255 7514

mailto:[email protected]



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