Detailed description of the legal structure of Proposer

Transcription

1 A Detailed description of the legal structure of Proposer The Proposer is (hereinafter referred to as Cintra ) and Meridiam Infrastructure Finance S.A.R.L., the investment vehicle of Meridiam Infrastructure (SCA) SICAR (hereinafter together referred as Meridiam ) as Equity Participants of the Proposer, an entity yet to be formed under the reserved name of LBJ Development Partners. Cintra is a Spanish Corporation incorporated and in good standing under the laws of Spain with the business address of Plaza Manuel Gómez Moreno 2, Edificio Alfredo Mahou, 28020, Madrid, Spain. Meridiam is a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxemburg with the business address of 5 allee Scheffer, Luxemburg, L-2520 LBJ DEVELOPMENT PARTNERS Should the Proposal by LBJ Development Partners be awarded the Project, Cintra and Meridiam would form two commonly owned limited liability companies: a holding company under the name LBJ Development Partners Holding LLC, owned indirectly by Cintra and Meridiam on a 55%/45% basis; sole member of LBJ Development Partners LLC, entity intended to sign the CDA with TxDOT. Drafts of the pertinent certificates of formation and LLC Agreements for each company, as have been negotiated so far, are attached to the Proposal. Final organization documents for these or any other entities, as the case may be, will be provided to TxDOT prior to final award. CINTRA Cintra is a public corporation, listed on the markets on October 27, 2004, under the social form of a Sociedad Anónima, equivalent to an American corporation. Cintra was incorporated in February 1998 by the spin-off of Grupo Ferrovial s infrastructure and car park activities. Ferrovial had, at that time, been performing such activities for roughly thirty years, which meant that Cintra received the infrastructure development know-how derived from Ferrovial s long experience in this field. Cintra s By-laws (Estatutos), a certified copy of which is enclosed with the Proposal, are the rules adopted by Cintra for its internal governance. Cintra has not been informed of any Shareholder s Agreement among its shareholders. comprise the organizational document for any Spanish Corporation. In order for the to be fully enforceable they need to be recorded with the Company Registry of Madrid (Registro Mercantil de Madrid). Cintra s are recorded in folio 196, of Tome 12,774, section 8, sheet number M Cintra is currently in good standing and nothing prevents Cintra from submitting this Proposal. Board of Directors: Cintra is governed by a Board of Directors composed of at least six directors and a maximum of fifteen. The Directors are appointed by the General Shareholder s Meeting for a three-year period and they will be re-elected for identical terms. The composition of the Board of Directors is currently the following: 1

2 Rafael del Pino y Calvo-Sotelo. Chairman and Director Joaquin Ayuso García. Vice-President and Director Enrique Díaz-Rato Revuelta. Chief Executive Officer and Director José Mária Pérez Tremps. Director Nicolás Villén Jiménez. Director Jaime Bergel Sainz de Baranda. Director Fernando Abril-Martorell Hernández. Director Emilio Saracho Rodríguez de Torres. Director Javier Romero Sullá. Secretary non Director The Board of Directors is Cintra s most important decision-making body. Its objective is to ensure fulfillment of the company s corporate purpose, protect the general interest of the Corporation and create value for all its shareholders. In order to do so, it has the power to carry out any management, representation and supervision tasks that may be necessary or appropriate. Corporate Governance: From the moment Cintra was listed, it was registered with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) and is subject to its rules and recommendations. In order to provide transparency for its shareholders, Cintra makes its annual financial reports available to the public on its website. Cintra s 2007, 2006 and 2005 annual reports can be found at: 2007 Annual Report Annual Report Annual Report Power of Attorney: To provide flexibility, Cintra has invested diverse individuals with powers of authority so that they may act as provided for in each of the powers of attorney. A copy of the relevant Powers of Attorney granting Alfonso Orol sufficient authority to sign and deliver all documents included in Cintra s Proposal, and thereby binding Cintra in all respects in relation to the IH635 Managed Lanes Project Proposal, is hereby submitted. 2

3 MERIDIAM Meridiam Infrastructure Finance S.A.R.L a société à responsabilité limitée (prívate limited liability company) incorporated under the laws of the Grand Duchy of Luxemburg, was incorporated on May 24, 2006 and is a fully owned subsidiary of Meridiam Infrastructure (SCA) SICAR ( Meridiam Fund ). The Meridiam Fund was fully incorporated on October 27, 2006 as a société en commandite par actions (a SCA ), which is a partnership limited by shares. The Meridiam fund is registered as a société d investissement en capital à risqué, a SICAR under the laws of Luxemburg relating to investment companies in risk capital (the SICAR Law, June 15, 2005). Meridiam Infrastructure Finance S.A.R.L serves as the vehicle by through which the Meridiam Fund invests. Certified copies of the Articles of (Articles of Association) for both Meridiam Infrastructure Finance S.A.R.L. and the Meridiam Fund have been enclosed in this Proposal. These documents serve as the legal formation documents for the above stated entities. Corporate Governance: The Meridiam Fund, and its subsidiaries, are managed by Meridiam Infrastructure Managers S.A.R.L, a société à responsabilité limitée (prívate limited liability company) under Luxemburg law as managing general partner. Investment decision by Meridiam Infrastructure Managers S.A.R.L., are made by way of a Board of Managers that includes two members of the Meridiam management team, two independent industry professionals, one representative from Crédit Agricole Private Equity (a co-sponsor of Meridiam Fund), and one representative of the custodian bank representing Meridiam Fund. The General Manager and Chairman of the Board is Thierry Déau. A certified copy of the Articles of (Articles of Association) for Meridiam Infrastructure Managers S.A.R.L. is enclosed herein. Regulatory: The Meridiam Fund and its subsidiaries are legally regulated by the Luxemburg Commission de Surveillance du Secteur Financier (Financial Sector Surveillance Commission, or CSSF). The CSSF s supervision of companies in the financial sector aim at: promoting prudent financial business policy in compliance with regulatory requirements, protecting the financial stability of the supervised companies and of the financial sector as a whole, supervising the quality of the organization and internal control systems, and strengthening the quality of risk management. As a regulated entity, the Meridiam Fund and its subsidiaries have entrusted the Custodian and Central Administration duties to CACEIS Bank Luxemburg. 3

4 Power of Attorney: In order to provide flexibility, Meridiam Infrastructure Managers S.A.R.L. and Meridiam Infrastructure Finance S.A.R.L. have provided power of authority to Joseph Aiello, Senior investment Director, to sign on their behalf. A copy of the relevant power of attorney has been submitted with the Proposal. DALLAS POLICE AND FIRE PENSION SYSTEM The Dallas Police and Fire Pension System has expressed interest in analyzing LBJ Development Partner s Proposal in detail to ultimately decide whether or not they would like to invest in the Project by means of buying a percentage in the holding company of up to 10 percent. A letter demonstrating their interest in respect to their potential participation in the Project is included within Volume 1, of this Technical Proposal. B Evidence of authorization of execution and delivery of the Proposal On June 24, 2008 a meeting of the Board of Directors of Cintra was held at the Corporation s corporate offices which validly passed by unanimous written consent the approval of the participation in the Proposal for the concession to DEVELOP, DESIGN, CONSTRUCT, FINANCE, OPERATE AND MAINTAIN THE IH635 MANAGED LANES PROJECT in Texas, U.S.A., in accordance with the proposal documentation, including the creation, as the case may be, of the pertinent companies. A certificate signed by Javier Romero Sullá, Secretary of the Board of Directors, certifying these items as well as the sufficiency of the approval, is included herein and can be located under, of this Technical Proposal. Attached to such certificate we include the following supporting documentation: a certificate issued by the Company Registry (Registro Mercantil de Madrid) identifying all of the Directors and the Officers of the Corporation and their respective offices, a copy of Public Deed number appointing Javier Romero Sullá as secretary of the Board and Mr. Orol s power of attorney evidencing authority of such individual to represent Cintra in respect of the Proposal. On July 17, 2008, the Board of Managers of Meridiam Infrastructure Managers S.A.R.L. approved Meridiam s participation in the IH635 Managed Lanes Project in all respects including approval of the content of the Financial Proposal and submittal of a binding offer. A certificate signed by Thierry Déau, General Manager of Meridiam Infrastructure Managers S.A.R.L and Chairman of the Board of Managers is enclosed herein and can be located within, of this Technical Proposal. Attached to such certificate we include the following documentation: a copy of a written resolution taken by the sole shareholder of Meridiam Infrastructure Finance S.A.R.L reducing the number of managers of the company to one as well as appointing Mr. Deau as sole manager of the Company and Mr. Aiello s power of attorney evidencing authority of such individual. 4

5 C Provision with respect to disputes between or among members A provision stating that in the event of a dispute between members of LBJ Development Partners Holding LLC, no member shall be entitled to stop, hinder or delay work on the Project is included in Section 8.16 of the draft LLC Agreement for LBJ Development Partners Holding LLC, located within, of this Technical Proposal. D Documents Provided In accordance with Part A of Form A, incorporation, formation and organizational documentation for each entity with (a) a direct equity interest in Proposer, (b) each entity proposed to have a direct equity interest in Developer, and (c) each entity that will hold a 10% or greater indirect interest in Proposer, as applicable, were provided. Below please find a table identifying the organization and the location of the provided information: Entity Role in Organization Documents Provided Location Cintra U.S. Corp. Entity holds a 10% or greater indirect interest in Developer, an equity Participant. Articles of Tab A.1 Laertida S.A. de Transporte S.A. Entity holds a 10% or greater indirect interest in Developer an equity Participant Equity Participant Articles of Articles of Ferrovial Infraestructuras S.A. Equity Participant Articles of Deed of Change of Name Grupo Ferrovial S.A. Equity Participant Articles of Deed of Change of Name Tab A.2 Tab A.3 Tab A.4 Tab A.5 5

6 Meridiam Infrastructure Finance S.A.R.L Equity Participant Articles of Association Tab A.6 Meridiam Infrastructure (SCA) SICAR Equity Participant Articles of Association Tab A.7 Meridiam Infrastructure Managers S.A.R.L. General Partner to Meridiam Infrastructure (SCA) SICAR and Meridiam Infrastructure Finance S.A.R.L. Articles of Association Tab A.8 for Meridiam Infrastructure Finance S.A.R.L, Meridiam Infrastructure (SCA) SICAR and Meridiam Infrastructure Managers S.A.R.L do not exist and hence none were provided. In accordance with standard Luxemburg law, the Articles of Association serve as the necessary incorporation documents. In addition, materials with respect to evidence of authorization of execution and delivery and draft organizational documents for all applicable entities were provided and these can be respectively located within, and, of this Technical Proposal. Below please find a table identifying the organization and the location of the provided information: Entity Role / Content Documents Provided Location Evidence of approval of the Proposal Certifícate by Javier Romero Evidence of incumbency of Certificate by the Company Registry Directors Evidence of authority of Javier Romero. Deed of appointment. Evidence of authority Deed of authorization Meridiam Infrastructure Managers S.A.R.L. Meridiam Infrastructure Finance S.A.R.L Meridiam Infrastructure Finance S.A.R.L Dallas Police and Fire Pension System of Alfonso Orol Evidence of approval of the Proposal Evidence of reduction of the number of managers of the company to one and evidence of authority of Thierry Déau Evidence of Authority of Joseph Aiello Potential equity Information request. Extract of the Minutes of the Board of Managers Copy of Shareholder s Written Resolution Power of Attorney Letter of Interest 6

7 Cintra LBJ LLC Meridiam Infrastructure USA Corporation LBJ Development Partners Holdings LLC LBJ Development Partners LLC Cintra s vehicle. Entity holds a 10% or greater indirect interest in Developer equity Participant. Meridiam s vehicle. Entity holds a 10% or greater indirect interest in Developer equity Participant. Equity Participant Developer Draft LLC Agreement Formation. Formation Draft LLC Agreement Formation. Draft LLC Agreement Formation 7