Africa Green Energy Holdings Business Plan › Section 20 › Appendices

The following appendices summarise the supporting technical, legal
and financial documentation underpinning this Information Memorandum.
Full versions of all referenced documents are available in the AGEH
virtual data room (VDR), access to which is granted to qualified
investors and lenders upon execution of a Non-Disclosure Agreement.

Appendix A — Financial Model Documentation

The integrated financial model is built in Microsoft Excel following
the FAST Standard for financial modelling and has been independently
audited by Deloitte’s Financial Advisory practice (Model Audit Report,
January 2026). The model architecture includes:

• Three integrated statements (P&L, Balance Sheet, Cash Flow)
  on a monthly basis through FY2049 (PPA termination).
• Separate SPV-level models for each asset (Solar, Wind, BESS)
  consolidating to HoldCo level.
• Sensitivity and scenario macros enabling stress-testing across 14
  input variables.
• Debt sizing module per IFC sculpting methodology, optimising to a
  1.25x target DSCR.
• Equity returns dashboard with IRR, NPV, payback, and cash-on-cash
  outputs.
• Tax computation respecting Section 12B, ring-fencing rules, and
  dividend withholding.

Appendix B — Grid Connection Studies

Independent Power System Studies have been commissioned from Pöyry
Energy Consulting and verified by NTCSA’s Grid Connection Office. Key
conclusions:

• Solar PV site (Northern Cape, Renosterberg substation): 350 MVA
  budget quote received, grid capacity confirmed for full 300 MW
  connection. Connection cost: R85 million.
• Wind site (Eastern Cape, Komga substation): 175 MVA budget quote
  received, grid upgrade required (R65 million) to be cost-shared with
  neighbouring REIPPPP BW8 projects.
• BESS site (Mpumalanga, Pluto substation): 110 MVA fast-track
  connection via Eskom’s BESIPPPP standardised connection
  package.

Appendix C — Environmental & Social Management Framework

AGEH’s Environmental and Social Management System (ESMS) has been
benchmarked against IFC Performance Standards 1-8 and Equator Principles
IV. The ESMS framework comprises:

• Group-level ESG Policy and ESMS Manual aligned to ISO 14001 and
  ISO 45001.
• Project-specific Environmental & Social Impact Assessments
  (ESIAs) for each site, completed by SRK Consulting and disclosed
  publicly per IFC PS1 requirements.
• Environmental Authorisations (EAs) for Solar and Wind sites
  issued by DFFE in Q3 2025; BESS EA in final review.
• Resettlement & Livelihood Restoration Plans (LRPs) prepared
  for affected smallholder farmers at Wind site (covering 14
  households).
• Biodiversity Action Plans including bat & avifauna monitoring
  protocols meeting IFC PS6 critical habitat requirements.
• Cultural Heritage Management Plan with chance-find procedures
  verified by SAHRA.
• Grievance Redress Mechanism (GRM) operational since Q4 2025, with
  full case management database.

Appendix D — Management CVs

Detailed curricula vitae for the senior management team, board of
directors and key technical leads are available in the data room.
Combined experience exceeds 220 person-years across 14 GW of renewable
energy projects in 11 African and European markets, with cumulative
project-finance closing of over USD 8 billion.

Appendix E — EPC Term Sheets

Three Tier-1 EPC contractors have submitted formal proposals for each
asset class. The following firms have completed preliminary selection
through AGEH’s competitive tender process:

• Solar PV EPC shortlist: Scatec (Norway), Juwi (Germany), Sterling
  & Wilson (India) — final award expected Q2 FY2027.
• Wind EPC shortlist: Vestas / Murray & Roberts (Denmark/SA
  JV), Nordex / Aveng (Germany/SA JV), Siemens Gamesa / Grinaker-LTA
  (Spain/SA JV).
• BESS EPC shortlist: Fluence (USA), Tesla Industrial (USA),
  Wärtsilä (Finland).

All proposals include: turnkey scope, 24-month construction
guarantee, performance guarantees on availability (98%+) and generation
(P75 minimum), liquidated damages capped at 15% of contract value, and
5-year/10-year warranty periods on mechanical and electrical components
respectively.

Appendix F — Offtake Agreement Structures

Power Purchase Agreement structures reflect the contracted revenue
stream for each asset class:

• Solar PV: 20-year REIPPPP-form PPA with Eskom Holdings SOC Ltd as
  offtaker, R0.512/kWh CPI-indexed base tariff, take-or-pay obligations
  subject to standard force majeure carveouts.
• Wind: 15-year bilateral PPAs with three corporate offtakers
  (anchor tenant: a JSE-listed industrial player, c.65% of generation),
  R0.720/kWh CPI+0.5%-indexed, balance sold via NTCSA wheeling at market
  clearing price.
• BESS: 15-year capacity payment under BESIPPPP standard form
  (R1.25 million/MW/month capacity fee), plus ancillary services revenues
  from Eskom System Operator under the National Code on Network and
  Reserve Connection.

Appendix G — Detailed Sensitivity Tables

Table G1 — Equity IRR Sensitivity to Single-Variable
Shocks

Appendix H — IFC Performance Standards Compliance Matrix

Table H1 — IFC Performance Standards Compliance Status

Appendix I — Permits, Licences & Authorisations

Table I1 — Permits & Licences Register

Contact Information

All inquiries regarding this Information Memorandum should be
directed to AGEH’s mandated transaction advisors:

Financial Advisor: Standard Bank Investment Banking, Corporate
& Investment Banking Division, 30 Baker Street, Rosebank,
Johannesburg.

Legal Counsel: Webber Wentzel, 90 Rivonia Road, Sandton,
Johannesburg.

Technical Advisor: Mott MacDonald South Africa (Pty) Ltd, 1st
Floor, Riverwoods, 24 Johnson Road, Bedfordview.

Environmental Consultant: SRK Consulting (South Africa) (Pty)
Ltd, Building 2, Albion Springs, 183 Main Road, Rondebosch.

END OF DOCUMENT

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 Africa Green Energy Holdings (Pty) Ltd.