MEGAPOWER Solar Business Plan › Section 2 › Company Description

2.1 Legal Structure & Background

MEGAPOWER Solar Power (Pty) Ltd is a private company duly
incorporated under the Companies Act 71 of 2008 of the Republic of South
Africa, with its registered office in Johannesburg. The Company is
structured as a special-purpose vehicle (SPV) for the development,
construction, ownership and operation of a 100 MW grid-connected solar
PV plant. The SPV ring-fences the project’s assets and contractual
obligations from any other ventures of its sponsors, in line with
international project-finance practice.

The Company holds, or is in the process of obtaining, all material
assets and contracts required for the project, including a long-term
land lease, a NERSA generation licence, an Environmental Authorisation,
an Eskom grid-connection budget quote, and the suite of EPC, O&M and
PPA agreements that together render the project bankable. A formal
closing structure with a Technical Supervisor, Independent Engineer and
Lenders’ Insurance Adviser has been mapped in line with the Equator
Principles and IFC Performance Standards.

2.2 Mission, Vision & Values

Operating Values

• Bankability above all. Every contract, design
  choice and risk allocation is tested against a single question — is this
  fundable by long-dated infrastructure capital?
• Engineering rigour. We design conservatively,
  instrument extensively and operate to industry-leading availability
  targets.
• Local benefit. Real, measurable and audited
  economic benefit for the host community is a non-negotiable outcome of
  every project, not a marketing exercise.
• Transparent governance. Independent directors,
  externally-audited financials and full ESG reporting from day
  one.
• Safety as a first principle. Zero-harm targets
  across our own staff, our contractors, and the host community.

2.3 Ownership & B-BBEE Structure

MEGAPOWER’s pre-financial-close ownership has been deliberately
structured to maximise economic-development scoring under REIPPPP and to
align with the procurement preferences of large corporate offtakers, the
majority of whom now embed B-BBEE certification thresholds in their
renewable-energy tenders. Post-money, the equity capitalisation is
targeted as follows.

The B-BBEE Community Trust will hold a minimum 20% economic interest,
with at least 30% Black ownership and 30% Black female ownership at
trust level. Trust beneficiaries are drawn from communities within a 50
km radius of the project site, with funds applied to education,
enterprise development and health. The vendor-finance arrangement is
structured to repay over 10 years from project distributions, after
which 100% of trust distributions flow directly to community
programmes.

2.4 Management Team

MEGAPOWER’s executive team combines more than 80 years of combined
experience across project finance, utility-scale renewable energy
development, EPC construction, and South African energy regulation.
Curricula vitae are available in Appendix B.

2.5 Organisational Structure

Figure 2.1

2.6 Board & Governance

Following financial close, the Company’s Board of Directors will
comprise seven directors:

• Three (3) executive directors — CEO, CFO and COO
• Two (2) non-executive directors nominated by the strategic
  infrastructure partner
• One (1) non-executive director nominated by the senior lenders’
  consortium
• One (1) independent non-executive director with utility /
  regulatory background, chairing the Audit & Risk Committee

Standing committees of the board will include the Audit & Risk
Committee, the Social, Ethics and Transformation Committee, and the
Remuneration & Nominations Committee. The board will adopt the King
IV Code on Corporate Governance for South Africa as its governance
framework, with quarterly reporting to lenders and shareholders against
an externally-audited set of operational and financial KPIs.

2.7 Strategic Partners & Advisors

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.