Deal Presentation 26 Oct 2021

IRB to raise Equity up to INR 5,347 Cr by way of Preferential Allotment to

affiliates of Ferrovial S.A. and GIC

October 2021

The Transactions

• Global infrastructure giant Ferrovial S.A, through it's subsidiary Cintra INR Investments BV, would invest equity capital of up to INR 3,180 Cr into India's largest toll road developer - IRB. Cintra will have a maximum stake of 24.9% stake in IRB post their investment
• GIC through its affiliate, would invest equity capital of up to INR 2,167 Cr into IRB for a maximum stake of up to 16.9% post their investment
• This will be the largest equity fund raise by a listed Indian infrastructure developer in the Roads and Highways Sector
• Mr. Virendra D. Mhaiskar, the Founder Promoter of IRB will continue as the Promoter and single largest shareholder post completion of the transactions with a 34.0% stake and will retain management control of IRB
• These equity fund raises will help achieve the twin objectives of Deleveraging and Access to Growth Capital to participate in the massive infrastructure development and monetization plan of the Govt. of India
• IRB's execution capabilities, Cintra's global best practices and technical prowess coupled with GIC backing as a long term investor will be a launchpad for IRB to capture unprecedented growth in a capital efficient manner

The two transactions are subject to execution of definitive documents, approval of IRB shareholders, receipt of regulatory

and lenders approvals and satisfaction of customary condition precedents.

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Leading Global Infrastructure Investors back IRB

• Cintra is one of the leading companies in the private development of transportation infrastructure throughout the world, by number of projects and by volume of investment. Cintra currently manages about 915 miles of highways, spread over 23 concessions in Canada, the United States, Europe, Australia and Colombia including a 43.23 percent stake in the 407 ETR highway concessionaire in Ontario, Canada.
• Ferrovial, a leading global infrastructure operator, is committed to developing sustainable solutions. It is a member of Spain's blue-chip IBEX 35 index and an industry leader in the Dow Jones Sustainability Index; it is part of FTSE4Good and the Carbon Disclosure Project, and all its operations are conducted in compliance with the principles of the UN Global Compact, which the company adopted in 2002.
• GIC is a leading global investment firm established in 1981 to secure Singapore's financial future. As the manager of Singapore's foreign reserves, GIC takes a long-term, disciplined approach to investing, and is uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital, and infrastructure. GIC's long-term approach, multi-asset capabilities, and global connectivity enables GIC to be an investor of choice. Headquartered in Singapore, GIC has a global talent force of over 1,800 people in 10 key financial cities and have investments in over 40 countries

2

Largest Infusion of Equity Capital in an Indian Road and Highway Developer

PREFERENTIAL ISSUE OF EQUITY SHARES TO GLOBAL MARQUEE INVESTORS

Upto INR 3,180 Cr

Upto INR 2,167 Cr

• To hold up to 24.9% stake post primary infusion
• Board Representation rights at IRB (can appoint 2 directors)
• This transaction marks Cintra's foray into India's Roads and Highways Sector
• As one of the largest road developers in the world, Ferrovial Group will bring in technical expertise along with global best practices on construction and asset management in the roads & highways sector; will help in creating more value for IRBs shareholders
• Further enhances IRB's journey towards creation of a truly world class Roads & Highways Development and
  Management platform

• Maximum stake of up to 16.9% post primary infusion
• Customary minority rights at IRB

This transaction reinforces GIC's relationship with IRB Group, building up on its existing investments in IRB, IRB InvIT Fund,

and IRB Infrastructure Trust

Existing Promoter will retain management control and will be the single largest shareholder

3

Key Transactions Highlights

The Transactions	• Preferential allotment of Equity shares to Cintra aggregating up to INR 3,180 Cr
•	Preferential allotment of Equity shares to GIC affiliate aggregating up to INR 2,167 Cr
Issue Price	• The preferential allotment at the price of INR 211.79 / share in compliance with the SEBI
	(Issue of Capital and Disclosure Requirements) Regulations
Proceeds to IRB	• Proceeds from Cintra: Upto INR 3,180 Cr
•	Proceeds from GIC affiliate: Upto INR 2,167 Cr
Shareholding post	•	Mr. Mhaiskar and affiliates (Promoter)*: c.34.0%
transactions	•	Other Public Shareholders: c. 66.0%
Use of Proceeds	• Deleveraging of Holdco Debt: c. INR 3,250 Cr
•	Growth Capital for Current and Future Opportunities : Max INR 1,497 Cr
	• General Corporate Purposes: c. INR 600 Cr
	• The two transactions are subject to execution of definitive documents, approval of IRB
		Shareholders, receipt of regulatory and lenders approvals and satisfaction of customary
Timeline		condition precedents.
•	In the eventuality that IRB is unable to issue shares to both investors concurrently (including
		due to timing of receipt of regulatory approvals of either investor being longer that the
		regulatory approvals for the other investor), the total investment would get reduced to INR
		4,307 Cr - 4,462 Cr. The exact quantum will depend on which transaction is completed earlier

*Includes the entire shareholding of Mr. Mhaiskar in IRB either directly by himself or through his family, IRB Holdings Pvt. Ltd or any other entity directly controlled by him	4