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Table 8: Infrastructure investment in the year to 31 March 2014

Investment Business description Date

Total investment £m Proprietary Capital investment £m

Cross London Trains Acquisition and on-leasing of passenger rolling stock

for the Thameslink rail network June 2013 62 –

National Military Museum Design, build, finance and maintenance of a museum facility

under a PFI framework November 2013 5 –

Mersey Gateway Bridge Design, build, finance and operating of a new tolled bridge

over the Mersey river March 2014 13 –

Other n/a 4 –

Total 84 –

A total of £84 million was invested by the vehicles managed or advised by 3i. The largest single investment in the year was Cross London Trains, a company established to procure and lease the rolling stock for use on the Thameslink passenger rail franchise, made by 3iN. 3iN also completed the investments in the National Military Museum PPP project in The Netherlands for £5 million and an investment in the Mersey Gateway Bridge PPP project in the UK of £13 million. These deals were both sourced by the new PPP team. Table 8 provides details of the investments made in the year. We sold one investment in the period, a stake in a small manager of PPP funds, generating proceeds of £2 million and a small profit on opening book value. Following the acquisition of BIFM, there was no longer a strategic reason for retaining a stake in that business.

Gross investment return in the period of £2 million, or 0% of the opening portfolio (2013: £22 million or 4%), was impacted by both operational and macroeconomic challenges in the India Fund portfolio as well as the marked weakening of the Indian rupee against sterling. The core European portfolio continued to perform well.

Investment and

realisations activity

The level of competition for infrastructure assets in Europe remained high in the year as they continue to be in demand from an increasing range of investors for their defensive and cash yielding characteristics. This was intensified by high levels of debt availability for infrastructure investments. Consequently, the team maintained a prudent approach to new investment and the level of investment on behalf of its advised and managed vehicles remained relatively low.

The portfolio generated a gross investment return of £2 million, or 0% of the opening portfolio (2013: £22 million or 4%).

The value of the Group’s 34% holding in 3iN increased by 1% in the year to 31 March 2014, generating an unrealised value gain for the Group of £5 million for the year. The Group also received dividend income of £21 million from 3iN in the year (2013: £18 million). This return was underpinned by the performance of 3iN’s European portfolio, which continued to generate good levels of income and value growth.

In particular, 3iN’s holdings in Elenia and Eversholt saw strong value gains, underpinned by the re-financing of their acquisition debt facilities at attractive terms, as well as by their continued strong operational performance. Its 10% holding in AWG ended the year broadly flat in valuation terms. The ongoing regulatory review of the UK water sector is expected to conclude in December 2014. 3iN’s PPP portfolio also delivered robust value gains and good levels of income.

The valuation of the India Fund investments continued to be affected by a number of macroeconomic and market factors, resulting in an unrealised value loss of £18 million, which more than offset the gain generated by 3iN. The India Fund power investments, in particular, have experienced issues around fuel supply and costs and their ability to pass

increased fuel costs to their customers. The road investments faced challenges in project execution due to delays relating to land acquisitions and working capital constraints in the construction sector.

At 31 March 2014, 22% of 3i’s Proprietary Capital underlying portfolio was denominated in Indian rupees (2013: 32%). The weakness in the Indian rupee and US dollar against sterling impacted the portfolio valuation at the balance sheet date. A translation charge of £7 million (2013: £6 million gain) further offset the good underlying performance in Europe in the period.

Further portfolio analysis can be found on 3i’s website,

www.3i.com.

Gross investment return

Table 9: Gross investment return for the year to 31 March

2014

£m 2013£m

Realised profits over value on the disposal of investments 1 –

Unrealised (losses) on the revaluation of investments (13) (2)

Portfolio income

Dividends 21 18

Income from loans and receivables – –

Fees receivable – –

9 16

Foreign exchange on investments 1 _{(7) 6}

Gross investment return 1 _{2 22} 1 Following a change in presentation to align to strategy, foreign exchange revaluation movements on the portfolio are now shown as part of the

gross investment return. Comparatives have been restated accordingly.

Table 10: Assets under management

Close date

Original fund

size commitmentOriginal 3i

Remaining 3i commitment at March 2014 % invested at March 2014 Gross money multiple1 at March 2014 AUM Fee income received in the year £m

3iN March 2007 £1,072m2 _£366m3 _{n/a n/a n/a £1,084m 16}

India Fund March 2008 US$1,195m US$250m $38m 73% 0.7x $689m4 ₆

BIIF May 2008 £680m n/a n/a 88% n/a £604m 1

BEIF July 2006 £280m n/a n/a 93% 1.1x £100m 1

Other various various various n/a n/a n/a £102m –

Total Infrastructure AUM £2,294m 24

1 Gross money multiple is the cash returned to the fund plus value as at 31 March 2014, as a multiple of cash invested. 2 Based on latest published NAV (ex-dividend).

3 3i Group’s proportion of latest published NAV.

4 Adjusted to reflect 3i Infrastructure plc’s US$250 million share of the Fund.

Fund Management activity

AUM increased to £2,294 million at 31 March 2014 (2013: £1,579 million) as a result of the acquisition of BIFM and growth in the NAV of 3iN, offset by a reduction due to foreign exchange translation in the AUM of the India Fund which is denominated in US dollars.

We continue to explore potential fund raising options, with a focus on primary PPP investing as a result of the expansion in capability in that area.

Table 10 below details the current Infrastructure AUM. Fee income from third parties increased in the year to £24 million (2013: £21 million) which reflects stable 3iN fee income, four months of fee income from acquired funds and lower fee income from the India Fund. BIFM is expected to generate, prior to any additional fund raising, c.£7 million in fee income next year.

Priorities for the year ahead

In Europe, we will maintain our rigorous investment approach, focusing our activity in the core infrastructure and PPP project markets in Europe, building on our market-leading track record of returns.

We will continue to work with the management teams of the portfolio to improve operational performance and deliver value over the long term.

We aim to increase AUM through future capital raisings for 3iN, as appropriate, and through targeted private fund raisings, principally focused on PPP investments. In India, we will focus on managing the existing portfolio to maximise value in the realisation phase.

Acquisition of Barclays’ Infrastructure Fund