Concepto de IRA

DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE 1. Directors

The following table lists the names, positions and ages of the Directors:

Name Age Position

Phil Nolan . . . 61 Non-Executive Chairman Olivier Brousse . . . 49 Chief Executive Officer Patrick O’Donnell Bourke . . . 57 Group Finance Director David Rough . . . 64 Senior Independent Director

Jeremy Beeton . . . 61 Independent Non-Executive Director Toby Hiscock . . . 55 Independent Non-Executive Director Anne Wade . . . 42 Independent Non-Executive Director Priscilla Davies . . . 43 Non-Executive Director

Guy Pigache . . . 54 Non-Executive Director

Phil Nolan (Non-Executive Chairman)

Phil joined John Laing in 2010. He has a wealth of experience on the boards of many companies, private and public and in both an executive and non-executive capacity. He is Chairman of Affinity Water Limited, Ulster Bank Limited and Ulster Bank Ireland Limited (a subsidiary of Ulster Bank Limited), and a non-executive director of Providence Resources Plc and EnQuest PLC. He was Chairman of Infinis, a then privately held, leading renewable energy generator between 2007 and 2010, Chairman of Sepura plc, a listed, global supplier of TETRA radios between 2007 and 2010 and CEO of Eircom, Ireland’s national telecommunications supplier from 2002 to 2006. Prior to that, he served as an Executive Director of BG Group plc and CEO of Transco plc from 1998 and in 2000, as CEO, led the demerger of Transco from the Lattice Group.

Olivier Brousse (Chief Executive Officer)

Olivier joined John Laing in March 2014. Following graduation from ´Ecole Polytechnique and ´Ecole Nationale des Ponts et Chauss´ees in France, he became Commercial Director of Unic Systems and then Chief of Staff to the Chairman and CEO of Compagnie G´en´erale des Eaux, both in France. In 1998, he moved to London as CEO of Connex South Eastern and then joined Veolia, first as CEO of Veolia Transportation Inc. in Washington DC and then as Deputy CEO of Veolia Transport Group, responsible for French and US businesses. From 2008 to 2014, he served as CEO and then Executive Chairman of Saur SA in France.

Patrick O’Donnell Bourke (Group Finance Director)

Patrick joined John Laing in 2011. He graduated from Cambridge University and qualified as a chartered accountant with Peat Marwick (now KPMG) before spending nine years in investment banking, first with Hill Samuel and then with Barclays de Zoete Wedd. In 1995, he joined Powergen plc where he was responsible for mergers and acquisitions before becoming Group Treasurer. From 2000 to 2006, he was Group Finance Director of Viridian Group PLC, the Northern Ireland based energy group, becoming Group Chief Executive in 2007 after Viridian was taken private. He joined the Board of Affinity Water Limited in July 2013 as a non-executive director.

David Rough (Senior Independent Director)

David joined John Laing in December 2014. He has spent his life working in the financial services sector predominantly in the investment management business. He joined Legal and General in 1988 and was made head of securities in 1989. In 1991, David was appointed Group Director (Investments) and this role included being responsible for and managing both the business’ private equity and property operations. He retired from the business in 2002. During that time he also served as chairman of the Association of British Insurers’ Investment Committee. David has been a non-executive and senior independent director on a number of boards, including Land Securities, London Metal Exchange, Friends Provident and Xstrata. Since 2003, David has been a non-executive director of Brown Shipley, a wealth management business.

Jeremy Beeton (Independent Non-Executive Director)

Jeremy joined John Laing in December 2014. Jeremy is a Fellow of the Institution of Civil Engineers with 40 years of international experience in project and programme management over very large multi-site, multiple project operations portfolios for and within government, public companies and private companies. He has lived and worked extensively in the Middle East and Asia Pacific. He is currently a Supervisory Board member for Royal Imtech NV, an independent non-executive director for SSE plc, an Advisory Board member for PricewaterhouseCoopers LLP and Chairman of Merseylink Ltd. Additionally, Jeremy sits on the governing Court of Strathclyde University. He was Director General of the London 2012 Olympic and Paralympic Games from 2007 until the Olympic Baton was passed on to Rio de Janeiro. For eight years prior to this, he was a Principal Vice President with Bechtel, responsible for their worldwide civil operations. Jeremy was awarded CB in the 2013 New Years Honours and holds an honorary Doctor of Engineering from Napier University.

Toby Hiscock (Independent Non-Executive Director)

Toby joined John Laing in 2009. Toby is a qualified chartered accountant with 33 years’ experience as a finance professional. He was the Chief Financial Officer and an Executive Director of Henderson Group plc from 2003 until his retirement in 2009, and was responsible for all aspects of financial stewardship of the Henderson Group. Before Henderson, he was a senior manager at Midland Bank Group in London and from 1981 to 1988 worked for Binder Hamlyn, Chartered Accountants after graduating from Oxford University. Toby is also a non-executive director of and consultant to a number of other public and private institutions.

Anne Wade (Independent Non-Executive Director)

Anne joined John Laing in December 2014. An asset manager by background, Anne has extensive experience in capital markets. From 1995 to 2012, she was Senior Vice President and Director of Capital International. Throughout her 17 year career with Capital, she was responsible for infrastructure related investments. Anne is a Non-Executive Director and member of the Governance and Strategy Committee of Holcim, based in Switzerland. Anne is also a director of the Heron Foundation in New York and Big Society Capital, in London, and an Associate with Leader’s Quest. She has a BA from Harvard and an MSc from the London School of Economics.

Priscilla Davies (Non-Executive Director)

Priscilla joined John Laing in 2011. She is the Managing Director of Henderson Equity Partners, which specialises in Asian private equity, infrastructure and private equity fund of funds. Priscilla has over 20 years’ experience in financial services having qualified as a chartered accountant. Priscilla joined Henderson Group in 2000 in a senior tax role and moved to Henderson’s private equity division in 2004 where she oversaw its finance and investment operations. Prior to Henderson, Priscilla was a tax professional with PricewaterhouseCoopers in both their Sydney and London offices. Priscilla holds a Bachelor of Commerce (Accounting and Legal Studies) from the University of Wollongong.

Guy Pigache (Non-Executive Director)

Guy joined John Laing in 2007. He is Head of Henderson’s infrastructure investment business. He has over 22 years of experience in the infrastructure concession market and has developed Henderson’s infrastructure business, investing over £1 billion, directly or indirectly, in concession-based infrastructure. Prior to joining Henderson, Guy was Co-Head of HSBC’s PPP infrastructure investment business. In addition to his experience in providing financial equity to concession-based projects, Guy has acted as a financial adviser on projects for both the UK Government and private sector clients. Guy was also a Director of Charterhouse, the merchant bank, where he worked on corporate reconstructions, MBOs, leveraged finance and corporate banking. Guy has a BSc Honours degree in Maths and Physics from Kings College, London.

2. Senior Management Team

The Company’s current senior management team, in addition to the Executive Directors listed above, is as follows:

Name Age Position

Derek Potts . . . 56 Managing Director of Primary Investment Chris Waples . . . 55 Managing Director of Asset Management Carolyn Cattermole . . . 54 Group General Counsel and Company Secretary

Derek Potts (Managing Director of Primary Investment)

Derek joined John Laing in 2001. He heads the Primary Investment division and has responsibility for all the Group’s bidding and primary investment activities, both in the United Kingdom and internationally. For several years, he has led the Group’s expansion into a number of international markets and new sectors. Derek is a qualified chartered accountant, having graduated as an engineer. He previously held senior positions with Jardine Matheson UK, GB Railways Group plc and Virgin Group.

Chris Waples (Managing Director of Asset Management)

Chris joined John Laing in 2007. He is responsible for the Group’s asset management activities which cover the Group’s portfolio of primary and secondary investments, as well as investments held by third parties. His responsibilities also cover information technology and health and safety. Chris formerly held senior management positions with Amey plc, Scottish Power plc and Blue Circle plc. He is a trustee of the John Laing Charitable Trust.

Carolyn Cattermole (Group General Counsel and Company Secretary)

Carolyn joined John Laing in September 2012 as Group General Counsel and Company Secretary. Her previous roles were General Counsel and Company Secretary of DS Smith Plc, the international supplier of recycled packaging, for ten years, and Company Secretary of Courtaulds Textiles plc for three years. Prior to that, she was a senior legal adviser with Courtaulds plc, having qualified as a solicitor with Norton Rose.

3. Corporate governance

UK Corporate Governance Code

The Board is committed to the highest standards of corporate governance. As at the date of this Prospectus and on and following Admission, the Board will comply with the UK Corporate Governance Code (the ‘‘Governance Code’’) published in September 2014 by the Financial Reporting Council. As envisaged by the Governance Code, the Board has established an audit committee, a nomination committee and a remuneration committee. The Board has also established a risk committee and an investment committee as management committees. If the need should arise, the Board may set up additional committees as appropriate.

The Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the chairman, should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. The Board considers that each of David Rough, Toby Hiscock, Jeremy Beeton and Anne Wade are independent and therefore that the Company complies with the requirements of the Governance Code in this respect.

Audit committee

The audit committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, whistleblowing, anti-money laundering and fraud systems in place within the Group. The audit committee will normally meet not less than four times a year.

The audit committee is chaired by Toby Hiscock and its other members are David Rough and Jeremy Beeton. The Governance Code recommends that the audit committee comprises at least three non-executive directors, who are independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment and that one such member has recent and relevant financial experience. The Board considers that the Company complies with the requirements of the Governance Code in this respect.

Nomination committee

The nomination committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Directors, including the Chairman and Chief Executive, and other senior executives. The nomination committee will normally meet not less than twice a year.

The nomination committee is chaired by Phil Nolan and its other members are Anne Wade, David Rough, Jeremy Beeton, Toby Hiscock and Olivier Brousse. The Governance Code recommends that a majority of the nomination committee be non-executive directors, who are independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the Governance Code in this respect.

Remuneration committee

The remuneration committee recommends the Group’s policy on executive remuneration, determines the levels of remuneration for the Executive Directors, the Chairman and the Non-Executive Directors and other senior executives and prepares an annual remuneration report for approval by the Shareholders at the annual general meeting. The Remuneration Committee will normally meet not less than twice a year. The remuneration committee is chaired by Anne Wade and its other members are David Rough, Jeremy Beeton and Toby Hiscock. The Governance Code recommends that the remuneration committee comprises at least three non-executive directors, who are independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the Governance Code in this respect.

Investment committee

The purpose of the investment committee is to make recommendations to the Board, or to approve proposals within its delegated authority, in relation to the Group’s investments in infrastructure projects. The committee also reviews the Group’s portfolio valuation process and monitors the balance of risk across the portfolio. The activities, recommendations and approvals of the investment committee are reported to the Board. The committee’s delegated authorities are reviewed annually by the Board and are currently set at £20 million for PPP investments and £10 million for renewable energy investments (including biomass).

Members of the investment committee are appointed by the Board and comprise the Executive Directors, the Managing Director of Primary Investment, the Managing Director of Asset Management, the Group General Counsel and Company Secretary and such other persons as the Board shall appoint from time to time. The investment committee is currently chaired by the Managing Director of Asset Management.

Risk committee

The risk committee’s role is to assist the audit committee in monitoring financial, legal and regulatory risk, by reviewing the internal control and risk policy management systems of the Group and to assist the audit committee and the Board in monitoring the Group’s risk management policy. The risk committee will normally meet at least four times a year.

Members of the risk committee are appointed by the Board and comprise at least three members of the senior management team, including the Group Finance Director. The risk committee is chaired by the Group Finance Director and its other members are the Group General Counsel and Company Secretary and three other senior members of management.

Share dealing code

The Company has adopted, with effect from Admission, a code of securities dealings in relation to the Shares which is based on, and is at least as rigorous as, the Model Code as published in the Listing Rules. The code adopted will apply to the Directors and other relevant employees of the Group.

4. Relationship Agreement with principal shareholder

Immediately prior to Admission, the Selling Shareholder will hold 100 per cent. of the voting rights attached to the issued share capital of the Company. Immediately following the Offer and Admission, it is expected that the Selling Shareholder will hold between 39.9 and 69.9 per cent. of the issued share capital of the Company (assuming that the Existing Share Offer Size is set within the Existing Share Offer Size Range and no exercise of the Over-allotment Option). Shortly following Admission, the Selling Shareholder is expected to distribute its entire holding of Shares to its parent company, HPC Nominees Limited, the nominee of the Henderson Funds. Furthermore, upon expiry of the lock-up arrangements and orderly market arrangements described in Part 13 ‘‘Details of the Offer’’ and any further sales of Shares at that time, it is intended that HPC Nominees Limited will distribute its entire holding to the underlying investors in the Henderson Funds, at which point the Relationship Agreement will terminate in accordance with its terms.

None of the Company’s major shareholders have or will have different voting rights attached to the Shares they hold.

On 29 January 2015, the Company, the Selling Shareholder, HPC Nominees Limited and the Henderson Funds (acting through the Henderson General Partner) entered into the Relationship Agreement which will, conditional upon Admission, regulate the ongoing relationship between the Company, the Selling Shareholder, HPC Nominees Limited and the Henderson Funds. The principal purpose of the Relationship Agreement is to ensure that the Company and its subsidiaries are capable of carrying on their business independently of the Selling Shareholder, HPC Nominees Limited and the Henderson Funds, that transactions and relationships with the Selling Shareholder, HPC Nominees Limited and the Henderson Funds (including any transactions and relationships with any member of the Group) are at arm’s length and on normal commercial terms, that the goodwill, reputation and commercial interests of the Company are maintained and that the Selling Shareholder, HPC Nominees Limited and the Henderson Funds do not take any action that would have the effect of preventing the Company from complying with its obligations under the Listing Rules, the Disclosure Rules and Transparency Rules, the requirements of the London Stock Exchange, the FSMA or the Financial Services Act or the principles of good governance set out in the Corporate Governance Code. The Relationship Agreement will continue for so long as (a) the Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange’s main market for listed securities and (b) the Selling Shareholder, HPC Nominees Limited and the Henderson Funds together with their associates hold 15 per cent. or more of the Shares.

Under the Relationship Agreement, the Selling Shareholder, HPC Nominees Limited or the Henderson Funds (as applicable) are entitled to appoint two Non-Executive Directors to the Board for so long as they hold 30 per cent. or more of the Shares. For so long as the Selling Shareholder, HPC Nominees Limited or the Henderson Funds (as applicable) hold 15 per cent. or more but less than 30 per cent. of the Shares, the Selling Shareholder, HPC Nominees Limited or the Henderson Funds (as applicable) are able to appoint one Non-Executive Director to the Board.

As set out above, it is anticipated that following the Offer and Admission, the Selling Shareholder will hold at least 30 per cent. or more of the Shares (even assuming exercise of the Over-Allotment Option). The first two such Non-Executive Directors appointed by the Selling Shareholder are Priscilla Davies and Guy Pigache.

Furthermore, under the Relationship Agreement, if at any time the Selling Shareholder, HPC Nominees Limited or the Henderson Funds is participating in a secondary offering of the Company’s Shares, the Company shall provide reasonable cooperation and assistance to the Selling Shareholder, HPC Nominees Limited or the Henderson Funds (as applicable), subject to the Company and its management complying at all times with all applicable laws and regulation.

The Directors believe that the terms of the Relationship Agreement will enable the Group to carry on its