Maria Camila Gomez: mgomez@fdn.com.co FDN Advisory Services Calle 100 #7-33 Piso 10 Bogotá, Colombia T: +57 1 746 2000 www.fdn.com.co 18

1. COLOMBIA
INSIDE OUT
2019

3. ELECTRICARIBE
M & A

4. DISCLAIMER
Lazard, FDN and Electricaribe’s external advisors have not independently verified the information contained herein, nor does Lazard, FDN,
Electricaribe nor the Special Agent, nor any of Electricaribe’s external advisors, make any representation or warranty, either express or implied,
as to the accuracy, completeness or reliability of the information contained in this presentation. This presentation has been prepared with the
sole purpose of aiding potential investors, 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 Receiver should not construe the contents of this presentation, or any statement given by
Lazard, FDN, Electricaribe, the Special Agent or Electricaribe’s external advisors as investment advice or a recommendation.
Any estimates or projections as to events that may occur in the future are based upon the best judgment of Lazard from the information
provided by Electricaribe and the Special Agent and other publicly available information as of the date of this presentation. Nothing
contained herein is, or shall be relied upon as, a promise or representation as to the past or future. Lazard, FDN, Electricaribe, the Special
Agent, and Electricaribe’s external advisors expressly disclaim any and all liability relating or resulting from the use of this presentation. This
presentation does not contain all of the information that Receiver may require, and no investment or other financial decisions or actions should
be based solely on the information in this presentation.
This presentation has been prepared on a confidential basis solely for the use and benefit of FDN, Electricaribe and the Special Agent;
provided that Electricaribe and the Special Agent and any of its employees, representatives, or other agents may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or
other tax analyses) that are provided to the Receiver relating to such tax treatment and tax structure. Distribution of this presentation to any
person other than the Receiver and those persons retained to advise the Receiver, who agree to maintain the confidentiality of this material
and be bound by the limitations outlined herein, is unauthorized. This material must not be copied, reproduced, distributed or passed to others
at any time without the prior written consent of Lazard.
254

5. I Phase II Phase
Identify and evaluate strategic
options and suggest the most
convenient alternative.
Implement the strategic
alternative until the close of
the operation
ELECTRICARIBE M&A: PROCESS OVERVIEW
PROCESS BACKGROUND
• 11/2016 The Superintendence of Utilities
(“SSPD”) intervened Electricaribe as a
preventive measure to avoid limitations of
energy supply to the Company by
generation companies.
• 03/2017
The Agent named by the SSPD has the legal
mandate to find a solution for the distribution
and commercialization business of
Electricaribe and guarantee the supply of
energy to its 2.7 mm clients.
• 06/2017 FDN signed a contract to Advice
Electricaribe to implement a solution for the
continuity of the public service provided in
the Caribbean region.
265

6. % market share of distribution
market*
% market share of
commercialization market 22% 25% 22% 5% 4% 5%
% growth in distributed energy
2012-18 4.9% 1.8% 1.0% 0.2% 3.1% 6%
Number of clients (mm) 2.7 4.3 3.3 0.7 0.6 1,7
Average consumption** 460.9 327.6 289.9 387.0 351.5 749,3
26% 25% 23%
6% 4%
8%
OTHERS
COMPETITIVE LANDSCAPE IN ELECTRICITY DISTRIBUTION AND
COMMERCIALIZATION
*(kWh / client-month)
6

7. ELECTRICARIBE: KEY FIGURES
FOOTPRINT
INFRASTRUCTURE AND
OPERATION
COMMERCIAL PRESENCE
FINANCIAL FIGURES
7 states
188 municipalities
2.7 mm clients
10.3 mm inhabitants
(target population)
61,634 km network
1,410 direct employees
7,000+ indirect employees
13,653 GWh total sales
in 2018
108 commercial offices
8,429 authorized points of sale
USD $1.457 M
Revenue in 2018
USD $1.937M
gross RAB2 as of December 2017
USD $146 M
EBITDA in 2018
• Electricaribe (“ECA” or the
“Company”) is the largest distribution
and commercialization company in
Colombia. The Company currently
operates high to low voltage networks
in seven states in the northern coast of
Colombia , with a Regulatory Asset
Base (“RAB”) of COP$6.37 tn (US$2.12
bn), and supplies energy to c. 2.7 million
clients.
7

8. ELECTRICARIBE: PROCESS OVERVIEW
RECENT DEVELOPMENT AND
GOVERNMENT SUPPORT
• 08/2018 Electricaribe launched the first process.
• 10/2018 The new government decided to redirect the process to increase market appetite.
• 04/2019: Process re-launched defining a new transaction perimeter.
- Split the existing operation in two separate business.
- National Development Plan 2018-2022 (Law 1955 of 2019) :
✓ Ensures the efficient operation of the company while a long term solution is attained.
✓ The Republic of Colombia will assume ECA’s pension liabilities and other financial debt
“Fondo Empresarial”.
• The Government of Colombia has been fully supportive of the operation since the SSPD’s intervention
and has approved more than COP$ 1.5 tn to keep the company afloat and increase investments.
8

9. CaribeSol
Location: Guajira, Magdalena, Atlantico
1.2 mm clients
10.8% commercialization market share
USD$800 M 5-yr investment plan aprox
CaribeMar
Location: Bolivar, Cesar, Cordoba, Sucre
1.5 mm clients
10.9% commercialization market share
USD$1.000 M 5-yr investment plan aprox
GuajiraMagdalena
Atlántico
Bolívar
Sucre
Córdoba
Cesar
ELECTRICARIBE: BUSINESS SEPARATION OPTION
Electricaribe will offer two assets to the market: CaribeMar and CaribeSol
9

10. Source: Electricaribe.
Note: Figures as of December 2018. Preliminary information. Political division does not match proposed business separation
exactly.
(1) Estimated market share of the commercialization market
(2) Collection measured as total amount collected divided by total amount charged to clients after applying subsidies.
2018 total
sales
5,323
(GWh)
Number of
clients
1.21
Millions
CAGR Sales
2009-18
(GWh)
3.7%
Market
Share 1
(%)
11.2%
2018
Revenue
$711
(USD$ M)
2018
EBITDA
$61
(USD $ M)
84
(times / yr)
SAIFI
2018
94
(hrs / yr)
SAIDI
2018
81.6%
2018
collection 2
26%
Network
losses
2020E 2024E
1,290
Number of clients
(thousands)
1,480
6,654 1 Total distribution sales
(GWh)
8,565
25.6%
Network losses
(%)
16.1%
86.4%
Invoice collection
(%)
93.1%
94.4 1 SAIDI
(hrs / yr)
57.2
83.9 1 SAIFI
(times / yr)
38.0
Evolution of relevant figures
The Company has prepared an indicative investment
plan that is expected to achieve network losses below
the regulatory efficient level and significantly improve
quality of service over the next ten years.
CARIBESOL: SNAPSHOT
CaribeSol will be the network operator in La Guajira, Magdalena and Atlantico states, serving c. 1.2 million clients
10

11. 2020E 2024E
1,611
Number of clients
(thousands)
1,849
7.060
Total distribution sales
(GWh)
8,784
21.8%
Network losses
(%)
15.0%
89.8%
Invoice collection
(%)
94.4%
105.8
SAIDI
(hrs / yr)
77.6
70.7
SAIFI
(times / yr)
49.8
Evolution of relevant figures
Source: Electricaribe.
Note: Figures as of December 2018. Preliminary information. Political division does not match proposed business
separation exactly.
(1) Estimated market share of the commercialization market
(2) Collection measured as total amount collected divided by total amount charged to clients after applying
subsidies.
2018 total
sales
5,590
(GWh)
Number of
clients
1.51
Millions
CAGR Sales
2009-18
(GWh)
4.5%
Market
Share 1
(%)
11,6%
2018
Revenue
$745
(USD$ M)
2018
EBITDA
$85
(USD$ M)
120
(time / yr)
SAIFI
2018
118
(hrs / yr)
SAIDI
2018
87.0%
2018
collection 2
21.3%
Network
losses
CARIBEMAR: SNAPSHOT
CaribeMar will be the network operator in Bolivar, Cordoba, Sucre and Cesar states, serving c. 1.5 million clients
The Company has prepared an indicative investment
plan that is expected to achieve network losses below
the regulatory efficient level and significantly improve
quality of service over the next ten years.
11

12. EXPECTED INDICATIVE 5 YEAR INVESTMENT PLAN
CARIBEMARCARIBESOL
26%
41% 46%
53%
23%
2%
3%
3%
2%
8%
15%
6%
9%
8%
9%
2020 2021 2022 2023 2024
LOSS REDUCTION PLAN NETWORK COLLECTION IMPROVEMENT OTHERS
$170
$198
$231
$255
$151
57% 49% 41% 37% 61%
64% 57% 57% 45%
40%
23% 32% 29%
40%
35%
2%
3% 5%
6%
17%
12%
8% 9%
9%
9%
2020 2021 2022 2023 2024
LOSS REDUCTION PLAN NETWORK COLLECTION IMPROVEMENT OTHERS
$154
$149 $159 $158
$186
Values in USD $M
12

13. ELECTRICARIBE: SALE PROCESS
REQUIREMENTS FOR INVESTORS
Technical capacity Financial capacity
INDIVIDUAL
INVESTORS
Experience as operator of power and gas
distribution and commercialization business
with more than 600 thousand clients.
Total equity greater than US$500
million
CONSORTIUMS Experience as operator of power and gas
distribution and commercialization business
with more than 600 thousand clients. At least
one of the members must prove experience as
operator with more than 400 thousand clients
and have a stake no lower than 50%
Total equity greater than US$500
million.
At least one of the investors must
have US$300 million in equity and
a stake no lower than 30%
• 31/05: Reception of 6 expression of interest for pre-qualification
13

14. PROCESS SCHEDULE
OPPORTUNITIES
• To associate with the pre-qualified
• Finance the investment plan (1bn
for the next 5 years)
• Infrastructure policy
• Surety Bid Bond
• Performance Insurance
17

15. THANK YOU

16. CONTACT US
FDN Advisory Services Vicepresident
Carlos Alberto Sandoval:
csandoval@fdn.com.co