General - Chronology of sponsor involvement

Infraspeed B.V. ('
') was established in February 1999 by Fluor Infrastructure B.V., Siemens Nederland N.V. and Royal BAM Group N.V. (“together referred to as the 'Industrial Sponsors'”).

On March 27, 2000 was registered as a Besloten Vennootschap (limited liability company) with shareholders, in addition to the Industrial Sponsors mentioned above, the UK based institutional investors Innisfree PFI Fund II and Charterhouse Project Equity Investments Limited (“Institutional Sponsors”).
The Industrial Sponsors owned 51%, the Institutional Sponsors 49% of the total shares.

Infraspeed (Holdings) B.V. was incorporated by the Industrial and Institutional Sponsors of
on October 25th, 2001 in order to act a a holding company for . On October 25th, 2001 it acquired all the share capital in .

In 2002 Charterhouse Project Equity Investments Limited changed its name into HSBC Infrastructure Limited.

In the course of 2003 shareholder HSBC Infrastructure Limited ('HIL') concluded an internal transfer of its entire shareholding in the Infraspeed (Holdings) B.V. to Infrastructure Investments (HSL Zuid) Limited ('IIL'), a 100% subsidiary of HIL.
After the transfer had been completed, HIL has transferred a 49% stake in IIL to the general partner of the HSBC Infrastructure Fund LP I and II (the 'Funds'), HSBC Infrastructure Fund Management Limited ('HIFML').
In March 2006 IIL was transferred to Infrastructure Investments General Partner Limited ('IIGP'), the general partner of Infrastructure Investments Limited Partnership.
In March 2012 IIL was transferred to Infrastructure Investments Holdings Limited (‘IIHL’), a 100% subsidiary of IIGP.
HIL, HIFML and IIGP were 100% subsidiaries of HSBC Specialist Investments Limited, whose ultimate parent company is HSBC Holdings plc. This transfer did not change the aggregate percentage shareholding in the Infraspeed (Holdings) B.V. held by the HSBC group.

On April 10th, 2006 Innisfree PFI Fund II transferred its shares to Innisfree PFI Continuation Fund, an English limited partnership managed by Innisfree Limited.
This transfer did not change the aggregate percentage shareholding in Infraspeed (Holdings) B.V. held by the Innisfree Group.

On December 14th, 2006 Royal BAM Group N.V. transferred its shareholding to BAM PPP Investments Nederland B.V. This transfer did not change the aggregate percentage shareholding in the Infraspeed (Holdings) B.V. held by the Royal BAM Group N.V.

On October 30th, 2007 both Institutional Sponsors Innisfree PFI Continuation Fund and Infrastructure Investments (HSL Zuid) Limited converted a subordinated debt loan into share capital.
Together they then owned 75% of the share capital and voting power.

On September 26th, 2008 Innisfree PFI Continuation Fund transferred its shares to Innisfree F2C Co÷peratief W.A. This transfer did not change the aggregate percentage shareholding in the Infraspeed (Holdings) B.V. held by the Innisfree Group.

On March 14th, 2011 Industrial Sponsor Siemens Nederland N.V. sold its shares to existing Institutional Sponsor Innisfree F2C Co÷peratief W.A. and new Institutional Sponsor Infrastructure Investments Holdings Ltd.
The latter is a sister company of existing Institutional Sponsor Infrastructure Investments (HSL Zuid) Ltd.
The Institutional Sponsors together currently own almost 86% of the share capital and voting power.

On April 30th 2011 Infraspeed (Holdings) B.V. received information of a management buy-out in HSBC Specialist Fund Management Ltd, the operator of the partnership Infrastructure Investments Ltd that holds the HSL-Zuid investments
in Infraspeed (Holdings) B.V., and a name change to InfraRed Capital Partners Ltd.
Infrastructure Investments Holdings Ltd and Infrastructure Investments (HSL Zuid) Ltd are therefore no longer part of the HSBC group from 30 April 2011.

As of March 14th, 2011 the shareholders of Infraspeed (Holdings) B.V. are:

Industrial:

Fluor Infrastructure B.V.
BAM PPP Investments Nederland B.V.

Institutional:

Innisfree F2C Co÷peratief W.A.
Infrastructure Investments (HSL Zuid) Limited
Infrastructure investments Holdings Limited

Infraspeed's Special Purpose

Following signature of a Memorandum of Understanding in May 2001,
in December 2001 signed a contract with the Ministry of Transport, Public Works and Water Management and the Ministry of Finance of the Netherlands for the provision and maintenance of the superstructure of the approximate 100 km new high-speed rail link between Amsterdam and the Belgian border (the Hogesnelheidslijn-Zuid (HSL-South) Project).

The HSL-South Project is the largest Public Private Partnership (PPP) contract ever awarded by the Dutch government and one of the largest high speed railway projects in Europe to date.
This PPP Contract has a term of five years construction period (2001-2006) covering the design, build and financing of the superstructure for the HSL-South line followed by a twenty-five year maintenance period (2006-2031).

The Dutch State has entered into separate contracts for the construction of the Civil Assets (i.e. the substructure) and has awarded a separate concession for operation of the high-speed trains, both of which fall outside the scope of the
HSL-South Project.

Each of the industrial sponsors has brought to the project its extensive experience in developing and managing rail projects.
Siemens Nederland N.V. has successfully delivered the power supply system, the ETCS (European Train Control System) signaling system, the GSM-R communication systems and the ancillary equipment.

Royal BAM Group N.V. has successfully supplied the track system and the noise barriers.
Fluor Infrastructure B.V. has successfully provided program management services.

On July 28th, 2006
successfully completed the construction of the HSL-South section between the Belgian border and Rotterdam. The Dutch State, by the minister of Transport, Public Works and Water Management, issued a Certificate of Availability and the relevant Performance Payment regime started.

With the Performance Payments
receives revenue from the Dutch State, which is determined on the basis of agreed levels of daily availability performance, and independent of the level of traffic. These payments cover the financing, operating and maintenance cost, taxes and the returns on shareholder investment.

On December 21st, 2006 the North section between Rotterdam and Amsterdam was completed and a Certificate of Availability was received, covering both the South and the North section.
Maintenance operations, as contractually agreed, have started as per the same dates.

For further information regarding the
consortium members and the HSL-Zuid project please click on the hyperlinks shown hereunder.



Fluor Infrastructure B.V.

Royal BAM Group N.V.
InfraRed Capital Partners Ltd

Siemens Nederland N.V.
Innisfree

HSL Zuid

hosted by: Fluor B.V.