Aegis Logistics Ltd. — Investor Presentation 2021

Jul 13, 2021

==> picture [960 x 540] intentionally omitted <==

----- Start of picture text -----

AEGIS LOGISTICS
LIMITED
Major JV with Royal Vopak
Presentation – July 2021
Aegis and Vopak joining forces for LPG and Chemical storage in India
----- End of picture text -----

Safe Harbor

==> picture [70 x 60] intentionally omitted <==

This presentation and the accompanying slides (the “Presentation”), which have been prepared by Aegis Logistics Limited (the “Company’), have been prepared solely for information purposes and do not constitute any offer, recommendation or invitation to purchase or subscribe for any securities, and shall not form the basis or be relied on in connection with any contract or binding commitment whatsoever. No offering of securities of the Company will be made except by means of a statutory offering document containing detailed information about the Company.

This Presentation has been prepared by the Company based on information and data which the Company considers reliable, but the Company makes no representation or warranty, express or implied, whatsoever, and no reliance shall be placed on, the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. This Presentation may not be all inclusive and may not contain all of the information that you may consider material. Any liability in respect of the contents of, or any omission from, this Presentation is expressly excluded.

Certain matters discussed in this Presentation may contain statements regarding the Company’s market opportunity and business prospects that are individually and collectively forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties include, but are not limited to, the performance of the Indian economy and of the economies of various international markets, the performance of the industry in India and world-wide, competition, the company’s ability to successfully implement its strategy, the Company's future levels of growth and expansion, technological implementation, changes and advancements, changes in revenue, income or cashflows, the Company's market preferences and its exposure to market risks, as well as other risks. The Company's actual results, levels of activity, performance or achievements could differ materially and adversely from results expressed in or implied by this Presentation. The Company assumes no obligation to update any forward-looking information contained in this Presentation. Any forward-looking statements and projections made by third parties included in this Presentation are not adopted by the Company and the Company is not responsible for such third-party statements and projections.

All Maps used in the presentation are not to scale. All data, information, and maps are provided "as is" without warranty or any representation of accuracy, timeliness or completeness

2

Major JV for LPG and Chemical Terminals in India

==> picture [70 x 60] intentionally omitted <==

Aegis and Vopak have decided to join forces in India with the aim to grow together in the LPG, chemicals storage and handling business

==> picture [149 x 149] intentionally omitted <==

==> picture [46 x 46] intentionally omitted <==

==> picture [195 x 138] intentionally omitted <==

3

Formation of JV – Aegis Vopak Terminals Ltd

==> picture [41 x 355] intentionally omitted <==

==> picture [95 x 95] intentionally omitted <==

Aegis is India’s leading liquid and LPG tank terminal owner and operator

Vopak is the world’s leading independent tank storage company, storing oil, chemicals, gases, biofuels and edible oils

==> picture [127 x 91] intentionally omitted <==

==> picture [70 x 60] intentionally omitted <==

• Aegis and Vopak propose to form a JV to take advantage of the numerous growth opportunities in the field of oil, gas and chemical logistics in India

• JV co to be named Aegis Vopak Terminals Ltd (AVTL) will be 51% owned by Aegis and 49% by Vopak

• Win-Win proposition for both companies:

• ✓ Aegis brings Indian market leadership, superb execution capabilities and portfolio of profitable assets.

• ✓ Vopak brings global expertise and standards, new .

• product capabilities and global customers

4

JV between leaders in the Tank Terminal Industry

==> picture [94 x 95] intentionally omitted <==

==> picture [229 x 258] intentionally omitted <==

==> picture [38 x 37] intentionally omitted <==

==> picture [70 x 60] intentionally omitted <==

==> picture [136 x 96] intentionally omitted <==

==> picture [379 x 244] intentionally omitted <==

5

Profile of Royal Vopak

==> picture [742 x 366] intentionally omitted <==

==> picture [70 x 60] intentionally omitted <==

==> picture [162 x 366] intentionally omitted <==

----- Start of picture text -----

Market Cap
Euro 5 Bn
EBITDA FY 2020
Euro 792m
Terminals
70
Countries
23
Capacity
35.6m cbm
----- End of picture text -----

(Y/E 2020)

6

Strategic Context of Terminals Business Unit

==> picture [70 x 60] intentionally omitted <==

Aegis has been executing its “necklace of terminals” strategy since 2010

From a single location (Mumbai), Aegis Size, scale and complexity of projects is now present in all the major ports of must increase in order to maintain western India and one port in the East. growth rate.

To deliver the next phase of growth in Terminals, Aegis needs to plan for new opportunities:

Began search for international partners in 2019 …

• new products,

• larger terminals

Increasing competitive threats. Need for strengthened brand position

• deliver lower costs and better services to customer

• better inland logistics capabilities

• new ports and inland locations

7

Background of Deal

==> picture [39 x 120] intentionally omitted <==

Aegis management initiated discussions with a number of strategic and financial partners from 2019

==> picture [39 x 120] intentionally omitted <==

Vopak emerged as the preferred partner during this process. Transaction approved by Aegis and Vopak Boards.

==> picture [39 x 120] intentionally omitted <==

==> picture [70 x 60] intentionally omitted <==

8

Transactional Highlights

==> picture [70 x 60] intentionally omitted <==

Highlights

==> picture [224 x 12] intentionally omitted <==

----- Start of picture text -----

51% 49%
----- End of picture text -----

==> picture [90 x 64] intentionally omitted <==

==> picture [57 x 56] intentionally omitted <==

==> picture [18 x 18] intentionally omitted <==

Proposed name: Aegis Vopak Terminals Ltd. (AVTL)

• Aegis and Vopak propose to combine their existing tank terminals business in India into a Joint Venture Company

• Combined business will have a initially

• storage capacity of 960,000 cbm

AVTL to acquire 100 % of business and assets of Kandla AVTL to acquire 100% of share and Pipavav LPG, Kandla & capital of KSSPL from Aegis Pipavav Liquids, Mangalore & Logistics Ltd Haldia Liquids from Aegis Logistics Ltd Vopak to acquire 24% of share Vopak to acquire 49% of the capital of Hindustan Aegis LPG equity of AVTL from AGPL AVTL to acquire 100% of share Aegis Logistics to continue to capital of CRL Terminals Ltd in 100% own and operate both Kandla port from Vopak, with a Mumbai liquid and LPG capacity of 250,000 kl terminals

9

Transaction Details

==> picture [70 x 60] intentionally omitted <==

==> picture [918 x 387] intentionally omitted <==

----- Start of picture text -----

100%
owned assets Aegis Logistics Ltd.
100%
Mumbai LPG
AGPL
Aegis Vopak JVCo.
51%
Mumbai
Liquid
51% (Kandla and Pipavav LPG, Kandla &
Pipavav Liquids, Mangalore & Haldia
100%
Liquids)
HALPG (Haldia LPG
Terminal)
Retail LPG 100%
new!
AIMS
60%
(Marine AGI KSSPL CRLTL
Fuels) Kochi Kandla
(LPG Sourcing)
Liquids Liquids
----- End of picture text -----

10

Aegis Business Structure (Post Transaction)

==> picture [70 x 60] intentionally omitted <==

Aegis Logistics Limited

==> picture [829 x 327] intentionally omitted <==

----- Start of picture text -----

100% 60%
LPG Retailing Tank Terminals LPG Sourcing
100% 51%
51%
Kandla
Mumbai LPG Pipavav
and Liquids
(M1 & M2) Haldia
Mangalore
Kochi
49% 40%
Vopak Haldia LPG Itochu Corp.
24% 25%
----- End of picture text -----

11

Financial Details of the Deal

==> picture [70 x 60] intentionally omitted <==

Rs. 2,568 Crs Payment to Aegis

Total pre-tax cash consideration to Aegis Logistics Ltd. for stake sale of 49% in the Aegis terminals, 24% stake sale in HALPG business after purchase of CRL Terminals

Rs. 198 Crs Payment to Aegis

To be paid to Aegis by Vopak in year 3 of up to 198 crores on achievement of revenue projections

Rs. 2,568 Crs - Rs. 2,766 Crs

Total pre-tax cash consideration to Aegis

Taxes to be paid by Aegis as applicable on the transaction

AVTL to assume external debt following conservative leverage and debt service ratios agreed between the parties going forward

Future capital expenditure of AVTL to be funded by a mix of free cash flows of the AVTL, additional project debt and cash injection by both shareholders as required

12

Transaction Timetable

Board approval by both Vopak Supervisory Board and Aegis Board received

==> picture [44 x 52] intentionally omitted <==

Special resolution by Aegis shareholders through a postal ballot

==> picture [44 x 52] intentionally omitted <==

Subject to regulatory approvals, transfer of licenses and permits

==> picture [44 x 52] intentionally omitted <==

==> picture [70 x 60] intentionally omitted <==

Expected Completion Board approval by both Vopak Supervisory Board before March 31, and Aegis Board received. 2022

13

Proposed Board Organization

==> picture [36 x 58] intentionally omitted <==

==> picture [70 x 60] intentionally omitted <==

Nominated by Vopak Nominated by Aegis

==> picture [228 x 70] intentionally omitted <==

----- Start of picture text -----

Chairman
----- End of picture text -----

Board Member

==> picture [118 x 70] intentionally omitted <==

----- Start of picture text -----

Board Member
----- End of picture text -----

==> picture [118 x 70] intentionally omitted <==

----- Start of picture text -----

Board Member
----- End of picture text -----

==> picture [118 x 70] intentionally omitted <==

----- Start of picture text -----

Board Member
----- End of picture text -----

==> picture [118 x 70] intentionally omitted <==

----- Start of picture text -----

Board Member
----- End of picture text -----

14

Management Organization

==> picture [70 x 60] intentionally omitted <==

==> picture [929 x 360] intentionally omitted <==

----- Start of picture text -----

Nominated by Vopak
Board of Directors
Nominated by Aegis
Management Committee:
President, Joint President,
COO, CFO
BD/COMM BD/COMM
CFO HR COO CTO
(Liquids) (Gas)
----- End of picture text -----

15

Win-Win partnership for Aegis and Vopak

1 2 3 4 5 6 7 8 9

==> picture [252 x 266] intentionally omitted <==

==> picture [70 x 60] intentionally omitted <==

Co-branded terminals in India under the Aegis Vopak brand name

Servicing the customers of both companies, including national oil companies, MNC’s, speciality chemical companies and traders

Pan India footprint

Access to global best practices for environmental standards, sustainability and safety

Potential for consolidation in the Indian market and increased market share by the Aegis - Vopak brand

Further diversification of customer base for both companies

Access to global know-how for handling of oil, gas and chemicals and new products

Proven project execution capability in India for new projects

Potential diversification into storage of new gases and renewables

16

Aegis Controlled Liquid Terminal Capacity Increase

==> picture [70 x 60] intentionally omitted <==

==> picture [881 x 395] intentionally omitted <==

----- Start of picture text -----

Total Storage Capacity (KL) Total Storage Capacity (KL)
FY2022 (Post Joint Merger)
FY2022 (Post Expansion)
FY2021
11,03,000 390,000
8,53,000
2,73,000
7,29,000
2,50,000
174,000
54,000
1,20,000
71,000 75,000
1,40,000
20,000 1,20,000 25,000
51,000 50,000
FY2021 FY2022 (Post FY2022 (Post Mumbai Kochi Haldia Pipavav Kandla Mangalore
Expansion) Joint Merger)
----- End of picture text -----

17

AVTL Business Plans - 1

==> picture [70 x 60] intentionally omitted <==

The country’s fossil fuel India’s energy demand will imports are expected to likely increase more than TRIPLE over the next two those of any other major decades due to higher energy economy over the next two demand plus the decades. decommissioning of old Indian refineries

660mn Indians still rely on solid biomass such as firewood for cooking fuel instead of LPG as an efficient clean alternative fuel (source FT) - LPG imports will massively increase over the next 20 years in India; therefore, more LPG import terminals, capacity and throughput will be required. AVTL will lead this push in India as the No 1 player in the market

This will require the construction of new import infrastructure

Execute a number of key strategic connectivity projects over the next 3-5 years to produce a step change in the throughput volumes of all its LPG terminals towards full capacity utilization.

Accelerate timetable for roll out of these and other new in 5 FY2023-2027 the projects years using combined managerial resources of both Aegis and Vopak.

18

3

AVTL Business Plans - 2

==> picture [29 x 29] intentionally omitted <==

----- Start of picture text -----

1
----- End of picture text -----

==> picture [29 x 30] intentionally omitted <==

----- Start of picture text -----

2
----- End of picture text -----

Investing in VLGC - compliant jetties to enable large ships and cheaper shipping costs for customers

Further expansion of LPG and liquid tanks capacity at existing terminals

5

4

Inland depots for LPG to improve logistics for the national oil cos

New LPG terminal(s) in the south

Financed by mix of internally generated cashflows and debt in the JV company

6

==> picture [70 x 60] intentionally omitted <==

Multi-modal transport infrastructure for LPG (incl. rail , barge and pipeline) connectivity projects to reduce significantly the delivered cost of imported LPG to the customer.

Goal: To make the AVTL LPG terminals the most competitive in India

7

Greenfield liquid terminals to serve dedicated industrial clients

Storage of other types of gases

Cash injection by both shareholders if required

19

Future Co-operation with Vopak

==> picture [70 x 60] intentionally omitted <==

Aegis and Vopak have agreed to co-operate on larger projects in India

Ownership structure of these new projects to be assessed project by project

==> picture [192 x 179] intentionally omitted <==

==> picture [49 x 49] intentionally omitted <==

==> picture [49 x 49] intentionally omitted <==

==> picture [50 x 49] intentionally omitted <==

==> picture [50 x 49] intentionally omitted <==

Examples:

• Other gases.

• explore renewable energy projects.

• Explore new greenfield liquid terminals in other ports

Both companies to finance larger projects using a mixture of project finance, parent company equity injection and/or induction of other consortium partners

20

Enhancing Stakeholders Value

Benefits from the Deal

Existing Business of Aegis

• Scale up its Liquid and LPG Terminals business on an accelerated basis

• 100% owned Mumbai liquid and LPG terminals

• Pool financial, management and technical resources for diversification into other types of gas and other products storage by combining with the global leader Vopak

==> picture [37 x 31] intentionally omitted <==

• 100% owned Retail Business

• Dividend flows from HALPG

• • Dividend income from AVTL Explore new growth opportunities in Renewable and Sustainable Energy

==> picture [70 x 60] intentionally omitted <==

Way Forward

Core Principles of Strong Balance Sheet & Free Cash Flows

Focus on scaling up the Retail Business

Significantly enhanced forecast EPS growth post-deal, due to accelerated growth plans of Terminals business and potential growth opportunities beyond LPG

21

Future Direction

==> picture [70 x 60] intentionally omitted <==

			Aegis Logistics Limited	Aegis Logistics Limited	Aegis Logistics Limited
	Fuel Retailing			Tank Terminals			New Business
o	Build a National
	distribution retail network		o	Liquids		o	Logistics Infrastructure
							Explore projects in
o	Focus on brand building:		o	LPG			renewables and sustainable energy
o	“Chota Cikander” “Aegis		o	Other gases
	Puregas” “Aegis Autogas”

22

Thank You

==> picture [70 x 60] intentionally omitted <==

==> picture [433 x 367] intentionally omitted <==

Aegis Logistics Limited CIN: L63090GJ1956PLC001032 Mr. Murad Moledina, CFO murad@aegisindia.com

==> picture [70 x 60] intentionally omitted <==

Ms. Payal Dave +91 9819916314 Payal.Dave@linkintime.co.in Mr. Sagar Shroff +91 9820519303 sagar.shroff@linkintime.co.in

==> picture [93 x 67] intentionally omitted <==

==> picture [960 x 101] intentionally omitted <==