MEGAPOWER Solar Business Plan › Section 1 › Executive Summary

1.1 The Opportunity

South Africa is in the middle of the largest re-engineering of its
electricity sector since liberation. After more than a decade of
structural underinvestment in generation capacity, the country has
experienced sustained load-shedding, double-digit tariff escalations and
a clear policy reversal towards private renewable generation. The
Department of Mineral Resources and Energy’s Integrated Resource Plan
(IRP) commits the country to procuring more than 28 GW of new renewable
capacity by 2030, while the Renewable Energy Independent Power Producer
Procurement Programme (REIPPPP) — augmented by uncapped private wheeling
and the Wholesale Electricity Market launched in April 2026 — has
created the bankable, contracting infrastructure to absorb new
utility-scale projects.

Within this market, utility-scale solar PV is the lowest-cost source
of new capacity in South Africa, with REIPPPP Bid Window 7 awarding
1,760 MW of solar at a record ZAR 0.47 / kWh in 2024 — well below
new-build coal at over ZAR 1.20 / kWh. Cumulative installed solar PV
capacity exceeded 10.2 GW by the end of 2025, but installed capacity per
capita remains below comparable emerging-market peers, and forecasts
converge around 26-30 GW of installed solar by 2030.

1.2 The Company

MEGAPOWER Solar Power (Pty) Ltd is a South African private company
incorporated as a special-purpose project sponsor for utility-scale
renewable energy assets. The Company has been established by a founder
team combining infrastructure development, project finance and
engineering experience across Sub-Saharan Africa, with a B-BBEE-aligned
ownership structure that anticipates the procurement preferences of
REIPPPP and most large corporate offtakers.

Our flagship project is a 100 MW grid-connected solar photovoltaic
plant on a secured site in the Northern Cape — the highest-irradiance
province on the continent, with mean Global Horizontal Irradiance (GHI)
above 2,300 kWh/m²/year. The project is structured for sale of energy
under either a 20-year REIPPPP Power Purchase Agreement with Eskom
(preferred) or a portfolio of corporate Power Purchase Agreements with
mining and industrial offtakers under the wheeling regime, providing two
independent commercial pathways to bankability.

1.3 Investment Highlights

• Investment-grade offtake. Either a
  sovereign-backed PPA with Eskom under REIPPPP or contracted offtake from
  investment-grade corporate offtakers — both options at tariffs that beat
  the Eskom retail benchmark by 25-35%.
• Mature regulatory regime. Seven completed
  REIPPPP bid windows, more than 6 GW awarded under standardised
  contracts, and clear amendments to the Electricity Regulation Act
  enabling private wheeling without licensing caps.
• Compelling cost economics. Module prices fell
  42% between 2023 and 2024, supporting a project capex of approximately
  ZAR 18.5 m / MW (DC) — competitive against the 2024 emerging-market
  average of approximately USD 1.0 m / MW.
• Long-dated, infrastructure-grade cash flows.
  25-year project life with a 20-year contracted PPA tenor produces
  predictable, inflation-linked revenue with a P50 capacity factor of 24%
  on bifacial modules and single-axis trackers.
• Exceptional irradiance. The Northern Cape
  consistently records GHI between 2,200 and 2,400 kWh/m²/year, with low
  atmospheric humidity and minimal soiling losses.
• Strong sponsor and B-BBEE alignment. 30% sponsor
  equity, including a 7% B-BBEE / community trust component, produces
  strong scoring on REIPPPP economic-development criteria and meets the
  local-content requirements introduced in REIPPPP Bid Window 7.

1.4 Capital Requirement

Total project capital required is ZAR 1.85 bn (approximately USD 100
m at ZAR 18.50 / USD), of which:

• Senior debt — 70% (ZAR 1,295 m). Targeted from a
  syndicate of South African development finance institutions (DBSA, IDC)
  and commercial banks (Standard Bank, ABSA, Nedbank), with a 15-year
  tenor at approximately 12% nominal.
• Mezzanine / climate finance — 5% (ZAR 92.5 m).
  Concessional debt or sub-ordinated facilities targeted from Climate
  Finance Partnerships, the Green Climate Fund or AfDB SEFA
  window.
• Sponsor equity — 18% (ZAR 333 m). Founder equity
  and equity from one infrastructure-focused private equity
  partner.
• B-BBEE equity — 7% (ZAR 130 m). Community trust
  facility funded through a long-dated vendor financing
  arrangement.

1.5 Headline Financials

Under the base case, equity payback occurs in operating Year 7. The
project produces a levered equity IRR of 16.4% and an unlevered project
IRR of 11.9%. Net Income is negative in Year 1 because the bulk of
depreciation and senior interest are front-loaded against the first full
year of operation; the project crosses into accounting profitability in
Year 3.

1.6 Use of Proceeds

Figure 1.1

1.7 Strategic Roadmap

The Company is currently at the late-development stage. The 24-month
execution roadmap from project kick-off to Commercial Operations Date
(COD) is structured around five mutually-dependent workstreams —
Development, Commercial, Financial, Procurement and Construction — each
with discrete milestones suitable for tranche-based capital release. A
detailed Gantt chart with critical-path dependencies is provided in
Section 11. Key milestones are summarised below.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of MEGAPOWER Solar Power (Pty) Ltd.