529900CV0RWCOP5YHK95-2020-12-31

$Graphics$

www.bb-gi.com

Annual

Report

2020

Low-risk

investment

Long-term

returns

BBGI Global Infrastructure S.A. (BBGI, the ‘Company’,

and together with its subsidiaries, the ‘Group’)

is a global infrastructure investment company

helping to provide the responsible capital required

to build and maintain critical social infrastructure

in the countries where we do business.

These are the important infrastructure assets that

citizens rely on every day. They are building blocks

of the local economy, and as a long-term custodian,

we partner with the public sector to help deliver

and manage them.

In doing so, we follow a low-risk, globally diversified and

internally managed investment strategy todeliver

long-term and predictable shareholder returns.

1 Social infrastructure is the provision of public infrastructure assets and services and includes schools, healthcare, blue light

(fire and police), justice facilities and transport. In exchange for the provision of these assets and services BBGI receives a

revenue stream that is paid directly by the public sector.

Front cover:

South Liverpool NHS Treatment Centre

Inside cover:

Solar panels on top of South Liverpool NHS Treatment Centre,

Church Road in Garston, Liverpool

About BBGI

Contents

COMPANY OVERVIEW

01 Why Invest in BBGI

02 Year in Numbers

04 Portfolio at a Glance

06 Chairman’s Statement

STRATEGIC REPORT

08 Co-CEO Q&A

10 Investment Proposition

12 Operating Model

14 Our approach to ESG

18 Portfolio Review

21 Portfolio Snapshot

24 Our Response to Covid-19

25 Market Trends and Pipeline

28 Operating and Financial

Review

32 Valuation

40 Financial Results

CORPORATE GOVERNANCE

45 Corporate Governance

46 Supervisory Board and Management

Board

47 Biographies of Directors

49 Supervisory Board

52 Committees of the Supervisory Board

54 Management Board

58 Remuneration

60 Remuneration at a Glance

66 Viability Statement

67 Risk

73 Administration

74 Audit Committee Report

76 Management Board Responsibilities

Statement

77 Report on the Audit of the

Consolidated Financial Statements

FINANCIAL STATEMENTS

80 Consolidated Income Statement

81 Consolidated Statement of

Other Comprehensive Income

82 Consolidated Statement of

Financial Position

83 Consolidated Statement of

Changes in Equity

84 Consolidated Statement of

Cash Flows

85 Notes to the Consolidated

Financial Statements

126 Report on the Audit of the

Company Financial Statements

130 Company Statement of

Comprehensive Income

131 Company Statement of

Financial Position

132 Company Statement of

Changes in Equity

133 Company Statement of Cash Flows

134 Notes to the Company

Financial Statement

147 Board Members, Agents & Advisers

01 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

BBGI provides access to a

diversified portfolio of

infrastructure investments

that generate long-term,

sustainable returns and serve

an inherent social purpose in

supporting local communities.

The healthy demand for

responsible private sector

finance for public infrastructure

is underpinned by the widening

infrastructure spending gap in

the developed countries where

BBGI invests.

In return for long-term investment in and active

ownership of essential social infrastructure

investments such as, schools, healthcare,

blue light

and justice facilities, and transport

procured using availability-based investment

models, BBGI receives stable, predictable and

contracted cash flows. These are underpinned

by government or government-backed

counterparties.

The predictability of these contracted revenues

allows BBGI to return to investors a stable and

progressive income stream in the form of a

semi-annual dividend. The Management Board

follows a proven operating model of value-

driven active asset management, prudent

financial management and a selective

acquisition strategy to preserve value and

achieve portfolio growth. Environmental, Social

and Governance (‘ESG’) considerations are

embedded in our business strategy, operations

and investment processes. These operational

pillars are fundamental to the Company’s

low-risk, globally diversified and internally

managed investment strategy.

Low-risk

Globally diversied

Strong ESG approach

Internally managed

The Company is committed to an availability-based social infrastructure

investment platform. This commitment to an availability-based investment

strategy generates stable, predictable cash flows backed by secure, contracted

public sector revenues. This is the Management Board’s area of expertise,

avoiding style drift by maintaining a disciplined approach to this strategy.

The investment strategy is deployed in stable, well-established developed

markets where governments and local authorities maintain support for

availability-based models to finance public infrastructure. This provides

focused exposure to highly-rated investment grade countries, across UK,

North America, Australia and Continental Europe.

By aligning our value-driven active asset management approach to relevant UN

Sustainable Development Goals (‘SDGs’), ESG principles are integrated into the

Company’s investment cycle to strengthen the non-financial returns the portfolio

generates for all stakeholders. This enables the Company to deliver, monitor and

report social impact effectively, and incentivise strong ESG performance by

directly linking results to executive compensation.

The Company’s in-house management team is focused on delivering shareholder

value, incentivised by shareholder returns and growth in Net Asset Value (‘NAV’) per

share. This means that no NAV-based management or acquisition fees are charged,

and the internal management team’s interests are fully aligned with those of the

shareholders, resulting in full pricing discipline when managing the portfolio and

assessing investment opportunities. As a result, the Company consistently maintains

the lowest comparative ongoing charges to its shareholders in the sector.

Why Invest in BBGI

Cautionary Statement

Certain sections of this Annual Report, including but not

limited to, the Chairman’s Statement and the Strategic Report

of the Management Board, have been prepared solely to

provide additional information to shareholders to assess the

Group’s strategies and the potential for those strategies to

succeed. This additional information should not be relied on by

any other party or for any other purpose.

These sections may include statements that are, or may be

deemed to be, ‘forward-looking statements’. These

forward-looking statements can be identified by the use of

forward-looking terminology, including the terms ‘believes’,

‘estimates’, ‘anticipates’, ‘forecasts’, ‘projects’, ‘expects’,

‘intends’, ‘may’, ‘will’ or ‘should’ or, in each case, their negative

or other variations or comparable terminology.

These forward-looking statements include matters that are not

historical facts. They appear in a number of places throughout

this document and include statements regarding the intentions,

beliefs or current expectations of the Management and

Supervisory Boards concerning, amongst other things, the

investment objectives and investment policy, financing

strategies, investment performance, results of operations,

financial condition, liquidity, prospects and distribution policy of

the Group, and the markets in which it invests.

By their nature, forward-looking statements involve risks and

uncertainties because they relate to events and depend on

circumstances that may or may not occur in the future.

Forward-looking statements are not guarantees of future

performance. The Group’s actual investment performance,

results of operations, financial condition, liquidity, distribution

policy and the development of its financing strategies may

differ materially from the impression created by the

forward-looking statements contained in this document.

Subject to their legal and regulatory obligations, the

Management and Supervisory Boards expressly disclaim any

obligations to update or revise any forward-looking statement

contained herein to reflect any change in expectations with

regard thereto or any change in events, conditions or

circumstances on which any statement is based.

In addition, these sections may include target figures and

guidance for future financial periods. Any such figures are

targets only and are not forecasts.

This report has been prepared for the Group as a whole and

therefore gives greater emphasis to those matters that are

significant to BBGI Global Infrastructure S.A. and its

subsidiaries when viewed as a whole.

2 Fire and police stations.

3 References to ‘low-risk’ throughout this Annual Report are made in comparison to investments in other infrastructure asset classes.

4 In comparison to the latest publicly available information for all closed-ended, LSE-listed equity infrastructure investment companies.

02 BBGI Global Infrastructure S.A.

Annual Report 2020

Year in Numbers

2022 Target Dividend

7.48pps

Cash Dividend Cover

1.27x

Investment Basis NAV

up 6.7% as at 31 December 2020

(31 December 2019: £858.6 million)

£916.0m

NAV per Share

up 1.2% as at 31 December 2020

(31 December 2019: 136.2pps)

137.8pps

Total Shareholder Return (‘TSR’)

since IPO

157.5%

Annualised Total

Shareholder Return

since IPO

11.0%

2020 Dividend Distribution

per Share

7.18pps

2021 Target Dividend

7.33pps

Financial highlights

1 Please refer to the Pro Forma Balance Sheet in the Financial Section for further detail on Investment Basis NAV.

2 ‘Pence per share.’

3 The TSR combines share price appreciation and dividends paid since IPO in December 2011 to show the total return to the shareholder expressed as a percentage. Based on

share price at 31 December 2020 and after adding back dividends paid or declared since listing.

4 On a compounded annual growth rate basis. This represents the steady state annual growth rate based on share price at 31 December 2020 and after adding back dividends

paid or declared since listing.

5 These are targets only and are not a profit forecast. There can be no assurance that these targets will be met or that the Company will make any distribution at all.

6 Calculated as: (Distributions received from investments at fair value through profit or loss less net cash flows from operating activities) / (Cash Dividends paid). Please refer

to the Pro Forma Balance Sheet in the Financial Section for further details.

7 Please refer to the Ongoing Charges in the Financial Section for further details.

Ongoing Charges

2019: 0.88%

0.86%

03 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

Portfolio highlights

—  Globally diversified portfolio of

50 availability-based Public-

Private Partnership (PPP)

infrastructure investments with

a strong social impact.

—  Portfolio performance and cash

receipts ahead of business plan,

underpinning BBGI’s progressive

dividend policy.

—  Consistently high level of asset

availability at over 99.8 per cent

with no material lock-ups or

defaults reported over the period.

—  The Company did not experience

any material Covid-19 related

operational or financial impacts.

— A combined £59.2 million of new

cash investments in six new and

follow-on acquisitions in lower-

risk availability-based healthcare,

as well as road and bridge

investments.

—  Strong support for the

Company’s investment case

demonstrated by oversubscribed

equity issue in November 2020

which raised gross proceeds of

£55 million.



— As at 31 December 2020, the

Group had a net cash position

of £20.5 million with no cash

borrowings outstanding under

the Revolving Credit Facility

(‘RCF’).

—  The Company has an attractive

pipeline of availability-based

investments in highly-rated

investment grade countries

across Europe and North

America.

A1/A6 Roadway in the Netherlands

04 BBGI Global Infrastructure S.A.

Annual Report 2020

Portfolio at a Glance

 Golden Ears Bridge

 Ohio River Bridges

 Northern Territory

Secure Facilities

 McGill University

Health Centre

 A1/A6 Diemen –

Almere motorway

 Next ﬁve largest

investments

19%



Remaining investments 46%

l ≥ 25 years 14%

l ≥ 20 years and

< 25 years 44%

l ≥ 10 years and

< 20 years 40%

l < 10 years 2%

l AAA 61%

l AA+ 9%

l AA 30%

l 100% 47%

l ≥ 75% < 100% 6%

l ≥ 50% < 75% 27%

l < 50% 20%

l Transport 51%

l Health

23%

l Blue Light and Justice

14%

l Education 10%

l Other 2%

Top ve investments

Well-diversified portfolio with no major

single asset exposure.

Investment life

Long investment life with 58% of portfolio

by value with a duration of greater than 20

years; weighted average life of 20.4 years.

Average portfolio debt maturity of 17.2 years.

Country rating

All assets located in countries with ratings

between AA and AAA.

Sector split

Social impact portfolio with well diversified

sector exposure.

Investment ownership

80% of assets by value in the portfolio are

50% owned or more.

1 Less than 1% exposure to UK acute health (by NAV).

The fundamentals

Based on portfolio value at 31 December 2020

l Availability-based

revenue assets 100%

Regulated Assets –

Demand-Based Assets –

l Operational >99%

l Construction <1%

l Canada 38%

l UK 30%

l Australia 13%

l Cont. Europe 10%

l USA 9%

Investment type

100% availability-based revenue stream.

Investment status

Low-risk operational portfolio.

Geographical split

Geographically diversified in stable

developed countries.

05 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

100

120

140

Cash flows (£m)

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

Income Phase Capital Repayment Phase

l Illustrative cash flows

(excluding assets acquired

since 1 January 2020))

l Illustrative cash flows

(assets acquired

since 1 January 2020)

2020

The chart below based on the portfolio at

31 December 2020 demonstrates a steady

stream of portfolio cash flows deriving from the

Company’s underlying assets until 2051

. The

cash flows are stable and long-term, with their

predictability enhanced by government or

government-backed counterparties as well as

their contracted nature.

The index-linked provisions provide a positive

link to inflation of approximately 0.45 per cent.

The investments made over the period

contributed positively to both stable cash flows

and the weighted average length of the

portfolio. Based on current estimates and

assuming no further investments, the existing

portfolio is forecast to enter into the repayment

phase in 2035, after which cash inflows from the

portfolio will be paid to the Company’s

shareholders as capital. By acquiring accretive

investments, the intention is that the capital

repayment phase is pushed further into the

future.

As at 31 December 2020, BBGI has a weighted

average portfolio life of 20.4 years, a decrease of

0.3 years compared with 31 December 2019.

Projected portfolio cash flow

1 This illustrative chart is a target only, as at 31 December 2020, and is not a profit forecast. There can be no assurance that this target will be met. The hypothetical target cash

flows do not take into account any unforeseen costs, expenses or other factors which may affect the portfolio investments and therefore the impact on the cash flows to the

Company. As such, the graph above should not, in any way, be construed as forecasting the actual cash flows or actual returns from the portfolio.

Total 50 assets

United Kingdom

21 assets

Germany

6 assets

Canada

15 assets

Norway

1 asset

USA

1 asset

Netherlands

3 assets

Australia

3 assets

Canada

United Kingdom

Norway

USA

Netherlands

Germany

Australia

06 BBGI Global Infrastructure S.A.

Annual Report 2020

approach enabled safe and secure working,

learning and health environments, and fully

functioning transport infrastructure and

other facilities across the UK, North America,

Australia and Continental Europe.

This contributed to an increase in the

Company’s NAV from 136.2 pence per share

to 137.8 pence per share, representing an

increase of 1.2 per cent. In the challenging

circumstances of 2020 this demonstrates the

resilience of our investment proposition.

Cash receipts during the year were ahead of

business plan and none of our investments

recorded a material lock-up or default. Any

deductions over the period were either borne by

third-party facility managers and road operators,

or as part of planned lifecycle budgets.

Long-term sustainable shareholder

returns and progressive dividends

The Company has delivered a Total

Shareholder Return since IPO of 157.5 per

cent, or 11 per cent on a compounded annual

basis, while the high cash flow visibility we

receive from creditworthy government

counterparties enabled the Company to

achieve dividend cover of 1.27x.

Accordingly, the Company has met our full

year dividend target of 7.18pps for 2020, and

we continue to deliver a progressive dividend.

I am pleased to reaffirm the dividend target of

7.33pps for 2021 and provide a new dividend

target of 7.48pps for 2022.

Delivering value for money for shareholders

remains a fundamental component of our

investment case and we have maintained the

lowest comparative ongoing charge in our

sector at 0.86 per cent

Selective acquisition strategy

The Management Board has effectively

mobilised its network and tracked a number

of primary and secondary opportunities over

the period. As with previous years, the

Company assessed considerably more

investments than it committed to. This has

enabled us to gauge pricing and competitive

trends to ensure the investments the

Company makes accurately reflect our

conservative investment criteria.

Using existing cash resources and our RCF, the

Company made six acquisitions – these are

detailed in the Portfolio Review. We increased

the Company’s allocation to lower-risk roads

and bridges with investments into Canada’s

Highway 104 and Samuel De Champlain

Bridge Corridor, as well as a follow-on

acquisition in the Dutch N18 motorway.

We also increased our exposure to healthcare

assets in Canada with the completion of two

follow-on acquisitions in Stanton Territorial

Hospital and Kelowna and Vernon Hospitals,

respectively. These transactions were sourced

using our strong existing client and industry

relationships and increased the Company’s

respective interests to 100 per cent.

Prudent financial management

In pursuing a selective acquisition strategy,

the Company invests responsibly using a tried

and tested financing method, typically

drawing on our £180 million RCF before

raising capital to fund debt repayments. This

limits cash drag on our balance sheet and

enables both existing and new shareholders

to invest in our portfolio with certainty over

where proceeds are allocated. We are grateful

to our shareholders’ support for the

oversubscribed issue in November 2020

which raised gross proceeds of £55 million.

The Company continues to manage the risk

of currency volatility as part of our globally

diversified investment portfolio via a hedging

strategy which limits foreign exchange

sensitivity. We explain this in more detail in

the Valuation section of this Annual Report.

Corporate governance and ESG

As an investment fiduciary, the Company is

committed to good corporate governance.

During the year, and in accordance with the

AIC Code of Corporate Governance, the

Company proactively engaged an

independent and externally facilitated

evaluation of the Supervisory Board. This

evaluation was undertaken in the spirit of The

Chartered Governance Institute’s (‘ICSA’)

recently published principles of good

Dear Shareholders,

As I reflect on my first period

as your Chairman, I am proud

of the way the Company –

which was renamed BBGI

Global Infrastructure S.A.

in November 2020 –

has performed.

At a time when we are all searching for

certainty and predictability, the portfolio has

generated financial results ahead of our

expectations.

This has reaffirmed the value of the 50

availability-based investments we manage, all

of which continue to deliver well-maintained

global infrastructure to local communities

and end-users, and robust, long-term, stable

income to shareholders. This performance, in

a difficult year for many because of the

Covid-19 pandemic, would not have been

possible without the dedication of the

Company’s employees who have worked

tirelessly to support all of our stakeholders.

We provide the responsible capital required

to build and maintain the developed world’s

social infrastructure. Our purpose is now

more relevant than ever, and the significant

progress we have made over the period on

embedding ESG factors into our investment

and asset management activities is reflected

in the Our Approach To ESG section of this

Annual Report, and the Company’s inaugural

Environmental, Social and Governance

Report (‘ESG Report’) which can be viewed

via our website www.bb-gi.com.

Portfolio performance

Over the year, our priority was to preserve the

value of the Company’s portfolio and

continue providing essential infrastructure

services to our public sector clients by

maintaining a high level of asset availability of

99.8 per cent. We are pleased to report that

the Company did not experience any material

Covid-19 related operational or financial

impacts. This strong performance was again

underpinned by the Company’s proven

business model of investing in low-risk,

availability-based infrastructure in highly-

rated investment grade countries. In practice,

our value-driven active asset management

Chairman’s Statement

Dividend target 2021

7.33pps

↑ 2.1%

Dividend target 2022

7.48pps

↑ 2.0%

1 In comparison to the latest publicly available

information for all closed-ended, LSE-listed

equity infrastructure investment companies.

07 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

practice for FTSE-listed companies using

external board reviewers. I am pleased to

report that the Company received a very

encouraging assessment with the review

finding the Board to be well constituted,

highly effective and well-run.

During the year, the Supervisory Board

formally constituted separate committees for

Nomination and Remuneration to further

strengthen the independence and objectivity

of our decision-making. The Remuneration

Committee, with the support of an

independent adviser, undertook a

comprehensive review of the existing

remuneration for the Management Board and

the Company’s executives, including peer

and wider FTSE 250 benchmarking to ensure

that the approach is competitive and aligned

with our business strategy. Further detail is

provided in the Remuneration Report.

The Nomination Committee assessed,

amongst other things, the renewal of

Management Board members’ appointments,

the development of a distinct policy

concerning Group diversity and equality and

succession planning. Following an extensive

search, the Company is also delighted to

announce the appointment of Chris Waples

to the Supervisory Board, subject to

shareholder approval at the 2021 AGM. Chris

has 35 years’ global experience of managing

the acquisition, construction and divestment

of infrastructure projects and has extensive

asset management experience.

The Company also established an ESG

Committee during the year to oversee the

management of material ESG activities,

including climate-related issues. We

understand the value of maintaining a

disciplined focus and strive to integrate ESG

factors into our business strategy, operations

and investment processes. Crucially, while

much of the focus in 2020 has been

responding effectively to the global

pandemic, we have not lost sight of managing

short, medium and long-term risks posed by

ESG issues relevant to the Company and our

portfolio. We continue to align our investment

portfolio to contribute to five of the SDGs,

recognising the important role that investors

can play in helping to meet global sustainable

development priorities.

During the year, we formalised our approach

to managing climate risks and the impacts

they have on our Company and our portfolio.

This included the development of a climate

resilient infrastructure screening tool to

better monitor and predict how our assets are

Total acquisitions (new and

follow-on)

59.2m

Asset availability

99.8 m

impacted as the environment around us

changes. This year, we began to report our

progress against the Task Force on Climate-

related Financial Disclosures (‘TCFD’)

recommendations. Whilst we recognise that

we have further work to do to improve our

understanding of the finance-related risks on

the Company and our portfolio of

transitioning to a low carbon economy, and of

the physical risks of climate change, this is a

significant step forward for our Company.

Post period end, the Company made

disclosures relating to specific Articles of the EU

Sustainable Finance Disclosure Regulation

(‘SFDR’). This is a regulation requiring EU based

companies to make certain disclosures on the

subject of sustainability risk and on the manner

in which sustainability factors are integrated into

investment decisions, and it allows companies

that meet certain sustainability criteria to

self-classify if they promote environmental or

social characteristics. The Company takes the

view that it falls within the scope of Article 8 and

meets the criteria for socially positive

investment.

We are proud to have been awarded an ‘A’

in our inaugural assessment by the UN’s

Principles for Responsible Investment

(‘PRI’), more about which is detailed in the

Company’s ESG Report. We are committed

to continuously reviewing and improving our

approach to Responsible Investment,

collaborating with our stakeholders and the

wider industry to ensure we remain

responsible custodians.

Risk monitoring and management

Over the period, we implemented the

Company’s business continuity plan (‘BCP’)

globally. With most staff working remotely, IT

security and an additional management focus

on introducing workplace mental healthcare

programmes for our employees were critical

in ensuring the Company was effective in the

transition.

The Company has continued its focus on

monitoring the potential concentration and

failure risk of operational and maintenance

contractors who provide counterparty

services to the Company’s investments.

We have not identified any significant risk

exposure and the Management and

Supervisory Boards remain comfortable with

the current contractors. Despite the

pandemic, the contractors have performed in

line with expectations. The Company benefits

from a diversified contractor base and supply

chain with no concentrated exposure,

combined with rigorous supply chain

monitoring and contingency planning.

The direct knock-on effects on the Company

from the UK’s departure from the EU were

largely technical in nature and were dealt with

by the Management Board over the course of

the year to ensure a seamless continuity of

listing post-completion of the Brexit

transition period.

Our outlook

The Management and Supervisory Boards

have been reassured by the resilience of our

portfolio and the positive response to the

global pandemic by governments of the

countries in which we invest. We continue to

believe in the power of private finance to

deliver essential public infrastructure, and the

Portfolio Snapshot in our Strategic Report is

testament to the quality of the services our

investments provide.

The fiscal commitment to infrastructure

spending is likely to generate a medium-term

pipeline of opportunities and further affirms

the inherent attractiveness of our asset class

and the benefits of infrastructure investment

allocation through the economic cycle.

We have confidence in our ability to continue

sourcing attractive acquisition opportunities

thanks to the strength of the Company’s

relationships, our proven track record in

value-driven active asset management, and

the dedication of our people and partners.

We are therefore confident in our ability to

maintain a robust long-term, predictable and

stable income derived from our diversified

global portfolio of infrastructure investments.

Sarah Whitney

Chairman

24 March, 2021

08 BBGI Global Infrastructure S.A.

Annual Report 2020

Co-CEO Q&A

The Company’s co-CEOs,

Frank Schramm and Duncan

Ball (pictured below), share

their thinking for the year in

review and look ahead to the

positive outlook for global

infrastructure investment.

We remain nimble, and our BCP – which we

have tested every year since IPO – has proven

robust as the pandemic has evolved. Even

though elements of our daily working life have

changed, the fundamentals of our business

have not. While investor meetings, client

visits, partnering sessions and staff reviews,

all of which are usually done in person, were

replaced with video conferences, stakeholder

engagement has remained a principal focus

for the Company’s senior leadership.

Communication became even more

important as we prioritised checking-in on

our people, our public sector clients, our

investors and our partners.

We have remained prudent in our financial

management. This has enabled us to preserve

value and continue to receive predictable

cash flows which underpin the delivery of

stable and reliable income to our

shareholders. During 2020, approximately

two thirds of London Stock Exchange (‘LSE’)

listed companies cancelled, cut or suspended

their dividends

. We are very proud of the fact

that we delivered our target dividend and

stand behind our guidance for a further

dividend increase in 2021. We are also very

proud that we were able to honour all of our

hiring commitments without having to lay-off

or furlough any of our people or accept grants

or revenue support from any source.

Q: How has the portfolio performed and

what changes have you made to it?

A: As the portfolio continued to perform

above expectations, 2020 has again proven

the resilience of all our investments and the

sectors in which we invest. This performance

amidst unpredictable market volatility,

disruption to global supply chains and changes

to consumer behaviour has reinforced why we

stay true to our founding principles of investing

in low-risk, availability-based investments.

The pandemic has in fact strengthened the

structural demand for our facilities across UK,

North America, Australia and Continental

Europe. Patients still need high-quality

healthcare facilities, pupils and teachers must

have safe, secure buildings in which to teach

and learn; road-users still expect well-

maintained highways and bridges; and local

governments need blue light

and other public

buildings to uphold their commitment to local

communities. We are proud to enable the

delivery of all these services at a time when

society arguably needs them more than ever.

Q: What was the focus in 2020?

A: If you asked us for our 2020 predictions

last year, many of them would have been

wrong. It’s been a challenging period for all,

but one thing has remained the same as

before: our ability to deliver long-term, stable

and predictable returns to our shareholders.

We believe this is because of the way we

responsibly build and manage our portfolio,

and the strength of our industry relationships.

Indeed, the services delivered by our

investments have never been more important

than in this global health and economic crisis.

Active management of our 50 investments

has been vital to ensuring that healthcare,

educational, blue light, judicial and transport

facilities are able to stay open and serve

people and local communities in a secure way.

1 Link Group, UK Dividend Monitor (Q4 2020);

analyses all the dividends paid out on the ordinary

shares of companies listed on the UK Main Market.

2 Fire and police stations.

09 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

We have seen a greater bifurcation in pricing

as the financial profile of many demand-

based asset classes have been adversely

impacted by the pandemic and now more

accurately reflects the inherent risks

associated with demand versus availability-

based investments. None of our investments

have been materially impacted, either

operationally or financially, by the pandemic,

the associated lockdowns or the economic

slowdown, and we are pleased to report

another period of high asset availability.

We anticipate a continued trend of

construction companies accelerating their

plans to sell availability-based investments to

realise value, and our network of vendors has

continued to open up otherwise hard-to-

access investment opportunities over the

period.

The six acquisitions we made over the year

that are detailed in the Portfolio Review

combine new investments and follow-on

interests, increasing our exposure to

lower-risk social infrastructure projects in

highly-rated investment grade countries.

Q: How has your approach to Responsible

Investment evolved?

A: As long-term responsible investors in

social infrastructure, we take our stewardship

role very seriously. The landscape for

responsible investment is shifting, and we

welcome the heightened expectation from all

our stakeholders to pursue, deliver and report

non-financial returns and any adverse

sustainability impacts across our portfolio.

This is manifested in our ‘A’ rating for the

Company’s inaugural assessment by the PRI,

more about which can be found in the Our

Approach to ESG section and in our

standalone ESG Report.

Over the period, we further refined and

formalised our governance systems and

processes to enable us to better meet these

expectations. This included establishing a

dedicated ESG Committee to further

integrate ESG priorities into all parts of our

business including our business strategy,

operations and investment processes. Key

developments included linking remuneration

to our ESG goals, running dedicated

sustainability training for all staff, improved

ESG related disclosure in this report and on

our website, and overseeing the production

of BBGI’s inaugural stand-alone ESG report.

During the period, we also became

signatories to the UN Global Compact,

further demonstrating our commitment to

being responsible stewards. We use the SDG

framework to guide our investment strategy;

and we have identified five SDGs where our

investments can make a positive contribution

to our public sector clients in meeting the

goals by 2030. See the ‘Our Approach To

ESG’ section for more detail.

These top-down changes were

complemented by bottom-up action where

we strengthened our focus on climate change

mitigation, specifically with the development

of a climate resilient infrastructure screening

tool, which will support us in measuring and

managing our climate impact going forward.

On reporting, we fully endorse the need for

greater clarity and integration of disclosure

requirements and standards. During the

period, we communicated our support for the

TCFD recommendations, demonstrating our

commitment to enhanced transparency and

positive action on climate change. We also

welcome the standardisation of reporting on

other ESG topics through the introduction of

the Sustainable Finance Disclosure

Regulations (‘SFDR’), ensuring that our

shareholders have the information they need

to understand the positive and adverse

sustainability impacts of our investment

portfolio. We have updated our policies to

meet the first phase of requirements

(available on our website), and our first

standalone ESG Report for the year 2020 is

also a significant step forward.

Q: What is your outlook for BBGI and for

global infrastructure investment?

A: We are confident that the resilience of the

Company’s financial and operational

performance will continue.

On a macro level, the future for global

infrastructure investment also looks strong.

Ongoing low interest rates and a substantial

premium over risk free rates continue to drive

demand from investors that are looking for

yield and to increase their exposure to

long-duration investments, and this has

provided a boost to infrastructure investment

valuations. We believe there is further room

for valuation uplifts in the future. BBGI also

continues to believe that it is well placed to

source attractive investment opportunities.

What’s more, the type of much-needed

public infrastructure we provide is universally

supported in all the markets in which we

operate, and this remains a bipartisan issue

for all governments. This focus on

infrastructure as a fiscal stimulus tool to back

national economies has only been bolstered

this year, with more infrastructure spending

committed to by governments in order to

stimulate the economic recovery.

As a long-term custodian and trusted partner

to the public sector, we believe BBGI is well

placed to benefit from this renewed interest

as economies rebuild, and we look forward to

playing a critical role in that.

Q: How is BBGI addressing the global

threat of climate change?

A: As responsible stewards of global

infrastructure, BBGI fully acknowledges the

existential threat to humanity from the

physical impacts of climate change. We

remain optimistic that by working

collaboratively, governments, society and the

investment sector can make the necessary

and timely transition to a low carbon economy

that will minimise the impacts of future

climate change by keeping the global

temperature rise below two degrees Celsius.

We take our role in this transition to a low

carbon economy and preparing our assets to

adapt to future climate change very seriously,

and we are taking steps to understand how

this period of change translates into

investment risk.

In 2020, we have made progress by integrating

climate-related risk into our governance and

risk management processes. These top-down

changes were complemented by bottom-up

action where we strengthened our focus on

climate change mitigation specifically, with the

development of a climate resilient

infrastructure screening tool, which will

support us in measuring and managing our

climate impact going forward. But we know

that we have more to do to get better visibility

of the granularity of our climate risks, how this

translates to financial risk and how we can

mitigate these risks through our stewardship

and management of our assets.

In 2021, our next step is to measure our direct

carbon footprint and identify what we need to

put in place to meet carbon reduction targets

for the emissions that we control. More

importantly, as an investor in global

infrastructure, we have a pivotal role in

influencing the management and operation

of our assets and to increase the disclosure of

carbon-related risks. And by the end of 2021,

we expect to have a full picture of the impact

our investment decisions have on the

sustainability factors such as the environment

and climate risk.

10 BBGI Global Infrastructure S.A.

Annual Report 2020

Low-risk

Globally

diversied

Strong ESG

approach

Internally

managed

— Availability-based

investment strategy

— Secure public sector-backed

contracted revenues

— Stable and predictable cash

flows with progressive long-

term dividend growth

— Focus on highly-rated

investment grade countries

— Stable, well-developed

operating environments

— A global portfolio serving

society through supporting

local communities

— ESG integration in

investment cycle

— Focus on delivering

social impact

— Executive compensation

linked to ESG

performance

— Alignment of interests

— Shareholder value first,

portfolio growth

second

— Lowest comparative

ongoing charges

1 In comparison to other equity infrastructure asset classes.

2 In comparison to the latest publicly available information for all closed-ended, LSE-listed equity infrastructure investment companies.

Investment Proposition

Strategic Pillars Investment Strategy Consistent Delivery of Objectives

We are a responsible global

social infrastructure investor

with a low-risk investment

strategy focused on delivering

long-term sustainable returns.

The Company seeks to provide its

shareholders with unique access to a global

portfolio of social infrastructure investments

which generate stable, predictable cash flows

over the life of government or government-

backed contracts that typically extend to

20 years and more in length.

The predictability of these government-

backed revenues enables BBGI to return to

investors a sustainable and progressive

income stream in the form of a semi-annual

dividend.

The Company’s investment policy dictates

that no more than 25 per cent of the

Company’s portfolio value calculated at

the time of investment will be derived from

investments whose revenue streams are

not public sector or government-backed

(currently zero per cent). To ensure a spread

of investment risk, any new acquisition will not

have an acquisition value greater than 25 per

cent of portfolio value of the Company

immediately post-acquisition.

Robust total

shareholder returns

Progressive

long-term dividend

growth

Sustainable growth

BBGI Global Infrastructure S.A.

Annual Report 2020 11

STRATEGIC

REPORT

COMPANY

OVERVIEW

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

Avoiding style drift

As the competition to acquire availability-

based assets at attractive valuations has

intensified, the Company’s Management

Board has consciously worked to avoid ‘style

drift’. This refers to the practice of moving up

the risk spectrum, particularly where pricing

does not accurately reflect inherent risks,

both to find investible assets and to make the

targeted returns to investors.

The Management Board has made the

conscious decision to avoid investing in

infrastructure transactions where the revenue

stream is demand-based which is typically

highly correlated to Gross Domestic Product

or subject to uncertainty due to regulatory

review periods and political interventions.

While this disciplined approach may at times

result in periods of lower portfolio growth,

we believe the benefits of this continued

specialisation and focus on a low-risk,

availability-based investment model result in

dependable and consistent income and

returns with low volatility. By staying focused

on the availability sector and by remaining

within our sphere of expertise, we believe we

offer a less complex business proposition, and

consequently, there should be fewer surprises

and the returns to our shareholders should

remain predictable and consistent. The

robustness of this strategy has been validated

during the recent global pandemic – as the

Company does not have any demand-based

assets and the portfolio is greater than 99 per

cent operational. Consequently, the portfolio

performance has been strong and there has

been no material impact on our distributions

due to Covid-19.

Strategic investment partnerships

The Company continues to leverage strong

relationships with leading construction

companies to source a potential pipeline

that supports a low-risk and globally

diversied investment strategy.

One notable relationship is the North

American strategic partnership with

SNC-Lavalin which covers ve assets. The

Company estimates that further investment

opportunities in excess of C$250 million

could result from the pipeline agreement

over the next years; all of which will be

assessed on a case-by-case basis.

Typically, these contractors have secured

the mandate to design and build new

assets but continue to look to divest

nancially after the construction period

has nished – thereafter often maintaining

facility management contracts through a

long-term partnership. The Company is an

attractive partner for a number of reasons:

— We have extensive asset credentials and

a strong track record that can assist with

the shortlisting process for new projects.

— Having a financial partner is a pre-

requisite for some construction

companies so they can avoid

consolidating the Portfolio Company

debt onto the balance sheet of the Parent

Company.

— Our cost of capital is typically lower than

construction companies, so involving

BBGI can make the bid more competitive.

— We are a long-term investor which is

attractive to government and

government-backed counterparties.

— We are considered a reliable source of

liquidity should a construction partner

decide to sell in the future.

12 BBGI Global Infrastructure S.A.

Annual Report 2020

The Management Board follows a proven

operating model of value-driven active

asset management, prudent financial

management and a selective acquisition

strategy to preserve value, achieve

portfolio growth and ensure ESG

considerations are embedded in our

investment processes. These three

operational pillars are fundamental to

the Company’s success.

We ensure stable operational performance through an active

asset management approach, where we actively seek to

preserve value and where possible also to identify and

incorporate value enhancements over the lifetime of asset

ownership. In turn, this helps to reduce cost to our public

sector clients and the asset’s end-users, and enhance the

operational efficiency of each asset. This active asset

management approach allows the Company to generate a

high level of asset availability, which supports high client

satisfaction rates and underpins the strong social purpose of

our entire portfolio.

Our prudent financial management is focused on efficient

cash management and implementation of our foreign

exchange hedging strategy. The portfolio’s geographical

diversification results in exposure to multiple currencies. We

actively seek to manage geographical concentration and

mitigate foreign exchange risk by balance sheet hedging

through foreign exchange forward contracts, hedging of

forecast portfolio distributions and borrowing in non-Sterling

currencies. Furthermore, Euro-denominated running costs

provide a natural hedge against the Euro-denominated

portfolio distributions.

The Company’s selective acquisition strategy ensures that

the Management Board’s focus remains within its area of

expertise and that the strategic pillars defined by the

Company’s investment proposition are upheld.

We actively consider acquisitions that have inflation-

protection characteristics which supports the portfolio’s

inflation linkage.

Value-driven active

assetmanagement

We pursue a standardised approach across all investments in the

portfolio to help derive operational and value enhancements and

preserve value, including:

— Preserving value and where possible identifying and delivering

value enhancements to improve customer experience and financial

performance.

— Focused management at the asset level to ensure distributions are

on time, and on or above budget.

— Applying a high-quality corporate governance framework.

— ESG KPI tracking tool introduced in 2018 to evaluate non-financial

performance of each investment.

— Climate resilience questionnaire introduced in 2020 considers

climate risks and opportunities within the portfolio.

— Comprehensive monitoring to ensure fulfilment of contractual and

legal obligations, which additionally serves to maintain high

availability levels and prevent deductions.

— Strong client relationship management, including regular meetings

to uphold client satisfaction and monitor ESG performance.

— Focused and active asset management including site visits to all

significant investments annually and proactive management of issues.

— Focused cost management and portfolio-wide cost-saving

initiatives leveraging economies of scale (e.g. portfolio insurance

and standardised management contracts for project companies).

— Identifying and continuing initiatives at the individual asset level to

outperform base case (e.g. lifecycle reviews).

— Measured exposure to construction risk to support NAV uplift by

de-risking assets over the construction period.

Prudent nancial

management

We maintain focus and attention to cash performance at the asset and

portfolio level to drive efficiencies, including:

— Maintaining modest cash balances to limit cash drag.

— The portfolio’s geographical diversification by necessity involves

exposure to multiple currencies. We actively seek to manage and

mitigate foreign exchange risk through our hedging strategy.

— Maintaining a low ongoing charge through an efficient and

cost-effective internal management structure.

— Progressive future dividend growth underpinned by strong portfolio

distributions.

Selective acquisition

strategy

We maintain strategic discipline in our acquisition strategy and portfolio

composition to ensure we pursue growth that is accretive to

shareholder value, not just for growth’s sake, including:

— Broad industry relationships in multiple geographies.

— Pre-emption rights to acquire co-shareholders’ interests.

— Global exposure to avoid geographical concentration.

— Robust framework embedding ESG principals into investment due

diligence.

— Revolving corporate debt facility to support transaction execution.

— Visible pipeline through a North American strategic partnership.

— Maintaining focus on the Management Board’s core areas of expertise.

16 Covid-19 constraints prevented physical visits in many cases in 2020.

Operating Model

COMPANY

OVERVIEW

13 13

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

BBGI Global Infrastructure S.A.

Annual Report 2020

ﬁ

Preserve value

and achieve

portfolio

growth

Kicking Horse Canyon, Canada

14 BBGI Global Infrastructure S.A.

Annual Report 2020

Our Approach to ESG

Responsible stewardship,

strong corporate citizenship

and sustainable growth guide

our business decisions.

To accompany this Annual Report, we have

published our inaugural ESG Report, which

provides a more detailed explanation of our

performance, case studies and our forward-

looking plans. Here, we provide a summary of

our approach to responsible investment and

our ESG activities.

As well as ensuring that through our

investment portfolio we are influencing our

partners to reduce adverse sustainability

impacts, we are also integrating ESG

principles and approaches into how we run

our Company. In 2020, we implemented a

number of initiatives at our portfolio

companies to reduce our greenhouse gas

emissions. In 2021, we will measure our own

carbon footprint and set reduction targets.

We will continue to work with our staff and our

portfolio companies which employ staff to

ensure the promotion of a diverse and

inclusive culture, and support our people to

stay healthy and safe.

Investment Strategy

Our investment strategy embodies the

Company’s purpose to provide responsible

capital required to build and maintain the

developed world’s social infrastructure. To

demonstrate how we deliver social value,

we have aligned our investment strategy with

the UN’s SDGs. Specifically, our investment

strategy helps to deliver Target 9.1 by

developing quality, reliable, sustainable and

resilient infrastructure to support economic

development and human well-being, with a

focus on affordable and equitable access for

all. All of our capital investments in our

portfolio enable our public sector clients to

deliver quality services and contribute to the

following SDGs:

SDG3:

Ensure healthy lives and

promote wellbeing for all at

all ages (we provide capital

for 41 hospitals and health

care facilities).

SDG11:

Making cities and human

settlements inclusive, safe,

resilient and sustainable

(17 transportation infrastructure

investments).

SDG16:

Promote peaceful and

inclusive societies for

sustainable development,

provide access to justice

for all and build eective,

accountable and inclusive

institutions at all levels

(10 ﬁre stations, four police

facilities and three modern

correctional facilities).

SDG4:

Ensure inclusive and equitable

quality education and promote

lifelong learning opportunities

for all (capital investment in

34 schools and colleges).

SDG9:

Build resilient infrastructure,

promote inclusive and

sustainable industrialisation

and foster innovation

(a central tenet of

the BBGI portfolio of social

infrastructure investments).

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

15 BBGI Global Infrastructure S.A.

Annual Report 2020 15

To further develop the maturity of our

approach to responsible investment, we are

identifying a set of social value indicators

which will improve the transparency of how

we are fulfilling our social purpose.

Our approach to Responsible Investment

BBGI became signatories to the PRI, and in

our first reporting cycle, we received an ‘A’

rating for our strategy, governance and

infrastructure. We are using the six principles

as a framework to integrate ESG into the

Company’s whole investment process and

lifecycle of the asset.

— We have implemented a robust

framework to integrate ESG into all

aspects of our investment lifecycle, from

initial screening through to end of

investment life. ESG outcomes also affect

discretionary performance related

remuneration for staff.

— Our approach to active management, at

both a corporate level and the portfolio

company level is aligned with and guided

by the SDGs, as explained above.

— In 2018 we implemented a standardised

ESG KPI tracking tool across our portfolio

of assets, and we publish on our website

an updated individual ESG information

sheet for each of our investments.

— We engage with our co-investors and

sponsors on the rationale for responsible

investment, and we communicate ESG

expectations to investment service

providers.

— We participate in ESG and RI industry

initiatives, and we participated in the

IMP+ACT Alliance in 2020, undertaking

its SDG screening tool.

— We report regularly on our responsible

investment activities each year,

submitting a Public Signatory Report to

the PRI, and publishing our first

ESG Report.

Adverse Sustainability Impacts

Disclosures

At BBGI, we recognise that, whilst the

purpose of our investments is to provide

responsible capital for social infrastructure,

the construction, operation and

decommissioning of such assets can have

adverse sustainability impacts. We take a

stewardship approach towards our

investments, and we continue to invest in the

assets throughout the investment lifecycle

and take an active management role in order

to mitigate risks and minimise their impacts.

We are committed to the ‘do no significant

harm’ principle, and we are working to

develop a set of sustainability indicators,

aligned to the SFDR, which will allow us to

monitor and disclose our performance over

time, demonstrating how we are meeting this

principle. For a qualitative review of our

performance to the end of 2020 on our key

sustainability issues, please refer to our

ESG Report.

Climate Related Financial Disclosures

This is our first year reporting against TCFD

recommendations, and we will continue to

refine and develop our approach as we

progress our understanding of the financial

risks and opportunities of climate change to

our business in order to meet the

recommendations in full.

— Governance: In the Corporate Governance

section of the 2020 Annual Report, we

describe how the Supervisory Board and

the Management Board maintain oversight

of the Company’s climate-related risks and

opportunities. Specifically, in 2020, we

established an ESG Committee as a

sub-committee of the Management Board

which governs the Company’s approach to

climate-related risks and opportunities. In

2021, we also hired an ESG Director in order

to further strengthen our commitment to

sustainability.

— Strategy: We are currently focused on

identifying current and evolving climate

risks and mitigating these risks. We are also

working towards obtaining a better

understanding of the potential financial

impacts and our resilience with regards to

different scenarios. We are considering

physical risks such as rising temperatures,

rising sea-levels, changes in precipitation,

changes in storm patterns, and changes to

resource quality and availability; as well as

transition risks such as increased regulation,

16 BBGI Global Infrastructure S.A.

Annual Report 2020

Our Approach to ESG continued

litigation and reputational risks. This will

enable us to start to quantify the potential

financial impacts of climate change to our

business and provide further insights to take

into our strategic approach to mitigating

these impacts.

— Risk: In the Risk section of the 2020 Annual

Report, we describe the Company’s

processes for identifying, assessing and

managing climate-related risks. We have a

comprehensive risk management

framework which integrates the assessment

and management of climate risk as a subset

of the wider risks which include economic

and market risk, taxation risk, political risk,

financial risk, operational risk and strategic

risk.

— All new investments are screened for

climate risk, and we are systematically

reviewing existing investments for climate

change considerations. We have a target

that all 50 investments will be individually

screened against our climate change

questionnaire by mid-2021. When

analysing climate risks, we consider the

short (one year), medium (five year) and

long-term (10-year+) impacts.

— Metrics: We take our environmental impact

and responsibilities seriously and recognise

the value of measurement, target setting

and reporting in driving our emissions down.

We are currently working with a specialist

external consultancy to collect the

necessary data in 2021 that will allow us to

voluntarily report our Scope 1, 2 and 3

emissions in next year’s Annual Report. We

will then look at setting reduction targets. In

addition, we use our proprietary ESG KPI

tracking tool to drive enhanced ESG

performance in our investment portfolio.

Further information on this is included in

our 2020 ESG Report.

Our Purpose and our Stakeholders

We are stewards of important social

infrastructure investments and there are

many stakeholders who are impacted by our

actions: users of the infrastructure,

communities, employees, investors, partners,

the environment, and society at large. We

take this job seriously. While the importance

of considering our stakeholders is not new, we

are taking the opportunity this year to explain

in more detail how the Supervisory Board and

the Management Board engage with

stakeholders. Further detail is also provided in

our inaugural ESG Report which is available

on the Company’s website.

This section serves as our Section 172

Statement. Section 172 of the UK Companies

Act 2006 requires Directors to take into

consideration the interests of stakeholders in

their decision-making. While, as a

Luxembourg-based company, BBGI is not

obliged to comply with the UK Companies

Act, we are voluntarily complying with the

spirit of the Section 172 requirement by

including details describing how the

decision-making of our Directors considers

the interest of our stakeholders.

Effective engagement with stakeholders is

crucial to the Company’s success and to

fulfilling BBGI’s purpose of providing

responsible capital required to build and

maintain the developed world’s social

infrastructure.

The stakeholder voice is heard by the

Management Board throughout the year by

direct engagement with various stakeholders.

During 2020, the impact of the pandemic on

the mental health of our people remained an

important concern of the Management

Board. To address this, mental health was

added to the agenda of all employee

semi-annual reviews and continually

prioritised on a one-to-one basis. We

solicited feedback from our people and took

steps to support them as they worked

remotely for much of the year.

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

17 BBGI Global Infrastructure S.A.

Annual Report 2020

Typically, members of the Management

Board routinely visit our infrastructure

investments over the course of the year and

receive direct feedback from public sector

clients, partners and employees. This is a

great way for our Directors to experience

BBGI from a customer and community

perspective and receive information directly

from people working on site at those assets.

While Covid-19 restrictions have prevented

these physical visits in 2020, we continued to

engage but did so predominantly via virtual

meetings.

Members of the Management Board conduct

two roadshows per annum after the Annual

and Interim Reports, respectively.

During these two roadshows, they usually

meet with more than 75% of the share register

(by shareholding) over the course of the year

to discuss the Company’s performance and

hear any concerns the shareholders may have.

Throughout the year, shareholders are also

able to contact the Chairman or members of

the Board via email, telephone or through the

website. Again, in 2020, these meetings

continued unabated, but were done virtually.

To best understand BBGI’s purpose, one can

look at the various stakeholders we serve and

our aspirations towards these groups via a

multi-pronged mission statement.

Public Sector

Clients

People

Partners and

Suppliers

Investors

Communities

Our public sector clients:

To deliver a high standard of

long-term investment stewardship

by delivering value for money to our

public sector clients, enabling them to

provide robust, safe and secure public

facilities and services.

Our communities:

To support the lives of the people in

the communities our investments

serve by delivering well maintained,

responsibly managed infrastructure.

Our people:

To maintain BBGI as a diverse and

inclusive place of work by having a

clear vision; providing honest

leadership, open communication,

and promoting a collaborative

meritocracy where performance is

duly recognised and rewarded.

Our partners and suppliers:

To create a productive and fair working

relationship through collaboration and

shared values which puts high-quality

client service to the public sector as our

mutual objective.

Our investors:

To be the preferred low-risk

responsible global infrastructure

investment company with strong

sustainability credentials.

While BBGI has consistently engaged with

our stakeholders through a variety of

channels over the years, the Company plans

to undertake a formal materiality assessment

in 2021. BBGI plans to reach out to

stakeholders and solicit their views on which

ESG matters are most important and will

prioritise based on stakeholder expectations

and feedback.

18 BBGI Global Infrastructure S.A.

Annual Report 2020

Portfolio Summary

The Company’s investments at 31 December 2020 consist of interests in 50 availability-based social infrastructure investments. The portfolio

has no exposure to demand-based or regulatory risk investments, and is well diversified across sectors in education, health

, blue light and justice,

and transport.

All portfolio companies in the portfolio are in the stable, well-developed and highly-rated investment grade countries of Europe, North America

and Australia.

Portfolio Breakdown

For portfolio statistics, refer to Portfolio at a Glance on page 4.

No Asset Country

Legal

holding %

Transportation Infrastructure Projects

1 A1/A6 Motorway Netherlands 37.1

2 Canada Line Canada 26.7

3 E18 Motorway Norway 100

4 Golden Ears Bridge Canada 100

5 Highway 104 Canada 50

6 Kicking Horse Canyon Canada 50

7 M1 Westlink UK 100

8 M80 Motorway UK 50

9 Mersey Gateway Bridge UK 37.5

10 N18 Motorway Netherlands 25.5

11 North Commuter Parkway Canada 50

12 North East Stoney Trail Canada 100

13 Northwest Anthony Henday Drive Canada 50

14 Ohio River Bridges US 66.7

15 Samuel De Champlain Bridge Corridor Canada 25

16 South East Stoney Trail Canada 40

17 William R. Bennett Bridge Canada 80

Social Infrastructure Projects

18 Avon & Somerset Police HQ UK 100

19 Barking Dagenham & Havering (LIFT) UK 60

20 Bedford Schools UK 100

21 Belfast Metropolitan College UK 100

22 Burg Correctional Facility Germany 90

23 Clackmannanshire Schools UK 100

24 Cologne Schools Germany 50

25 Coventry Schools UK 100

26 East Down Colleges UK 100

No Asset Country

Legal

holding %

Social Infrastructure Projects continued

27 Frankfurt Schools Germany 50

28 Fürst Wrede Military Base Germany 50

29 Gloucester Royal Hospital UK 50

30 Kelowna and Vernon Hospital Canada 100

31 Kent Schools UK 50

32 Lagan College UK 100

33 Lisburn College UK 100

34 Liverpool & Sefton Clinics (LIFT) UK 60

35 McGill University Health Centre Canada 40

36 Mersey Care Hospital UK 79.6

37 North London Estates Partnership (LIFT) UK 60

38 North West Regional College UK 100

39 Northern Territory Secure Facilities Australia 100

40 Restigouche Hospital Centre Canada 80

41 Rodenkirchen Schools Germany 50

42 Royal Women’s Hospital Australia 100

43 Scottish Borders Schools UK 100

44 Stanton Territorial Hospital Canada 25

45 Stoke & Stas Rescue Service UK 85

46 Tor Bank School UK 100

47 Unna Administrative Centre Germany 90

48 Victoria Correctional Facilities Australia 100

49 Westland Town Hall Netherlands 100

50 Women’s College Hospital Canada 100

1 Includes a limited exposure to UK acute healthcare of less than one per cent of NAV.

2 In alphabetical order per section.

Portfolio Review

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

19 BBGI Global Infrastructure S.A.

Annual Report 2020

anticipated portfolio distributions on a

four-year rolling basis (excluding EUR and

GBP), which provides additional comfort as it

shields the Company’s forecasted dividend

payment from adverse foreign exchange

movements, de-risking the portfolio

Selective acquisition strategy

The Company continued to pursue a

selective acquisition strategy over the year in

line with its proven operating model, with the

Management Board consciously working to

avoid style drift.

Over the last year, the Management Board

sourced attractive investment opportunities

and grew the portfolio – but only where it

made sense to do so. Here, the Company

continues to demonstrate the selectiveness

of our approach, the strength of our industry

networks, and the effectiveness of our

operating model.

Over the period, the Company made six new

and follow-on acquisitions with a total

aggregate value of £59.2 million. These

included:

— Highway 104 (Canada): In May, the

Company acquired a 50 per cent stake

in Highway 104, an availability-based

motorway investment in Nova Scotia.

Preparations to start construction work

began in May 2020, with an estimated

completion date of the end of 2023.

The concession will run until 2043 and

availability payments will be received

from the Government of Nova Scotia,

which is rated Aa2 by Moody’s and AA- by

Standard & Poor’s (‘S&P’). Despite initial

delays in receiving certain environmental

permits for in-water works, the

construction remains on schedule with no

material impact resulting from Covid-19.

— N18 Motorway (Netherlands): In April,

the Company completed a follow-on

acquisition in the N18 Motorway, bringing

BBGI’s total equity interest in the

investment to 52 per cent. The

concession runs until 2043 and

availability payments are received from

the State of the Netherlands, which is

rated Aaa by the credit rating agency

Moody’s.

— Stanton Territorial Hospital (Canada):

During the period, the Company

completed two follow-on acquisitions in

Stanton Territorial Hospital, increasing

Where appropriate, we have also made use of

reduced occupancy at some of our assets to

accelerate maintenance or improvement

works. For example, on one of our roads we

were able to take advantage of the low oil

price to accelerate re-pavement works which

resulted in an overall lifecycle saving.

Prudent financial management

Robust portfolio performance and prudent

financial management has supported the

Company’s established progressive dividend

policy in this challenging market environment

and allowed us to again meet our full-year

dividend target of 7.18pps and reconfirm the

7.33pps target for 2021. Furthermore, the

Company is targeting a dividend of 7.48pps

for 2022.

BBGI has an RCF of £180 million in place

which matures in 2022, with the potential to

increase the total size to £250 million by the

exercise of an accordion provision. This

enables the Company to be a trusted and

repeat partner in its key markets and supports

the Management Board’s ability to efficiently

execute portfolio acquisitions.

During the course of the year, the Company

managed its borrowings responsibly and drew

down on the RCF to make acquisitions. As at

31 December 2020, there were no cash

borrowings outstanding under the RCF. £1.2

million continued to be utilised to cover

letters of credit and BBGI had a net cash

position of £20.5 million.

In November, the Company raised gross

proceeds of £55 million through an

oversubscribed issue of new ordinary shares,

the proceeds of which were used to repay

existing debt, maintaining a modest cash

balance, and providing additional balance

sheet flexibility.

The Company has no requirement to raise

equity in the immediate future. All debt

financing at the portfolio company level is

issued on a non-recourse basis. Only the

Northern Territory Secure Facility portfolio

company is subject to refinancing risk when a

portion of the debt matures in 2025.

The Company’s hedging strategy aims to limit

a 10 per cent adverse foreign exchange

sensitivity to approximately 3 per cent of NAV

movement. We also hedge 100 per cent of

3 Please refer to the Valuation Section for more details on the Company’s hedging strategy.

Operating Model in Action

Active asset management and

value preservation

The Management Board’s continued focus on

active asset management and preserving

investment value resulted in modest NAV

growth through operational and value

accretive enhancements.

The Company’s portfolio of over 99 per cent

operational investment proved resilient

during the reporting period thanks to its

low-risk composition, with cash receipts

ahead of business plan and a high level of

asset availability, recorded at approximately

99.8 per cent.

There were no material lock-ups or events of

default reported, and deductions were either

borne by third-party facility management

companies and road operators or were part of

planned lifecycle expenditures.

We evolved our active asset management

approach over the period, working in even

closer collaboration with our public sector

clients as they responded and adapted to the

impacts of the Covid-19 pandemic. This has

proven the adaptability and value of our

operating model, particularly in times of

prolonged stress and uncertainty for our

public sector clients.

At the asset level, we provided enhanced

support in particular to the healthcare

facilities operating through 11 of our

investments. We worked with these public

sector clients throughout the year, helping to

reconfigure facilities, setting up Covid-19

testing sites, providing pro-bono financial

contributions, and even arranging pre-

packed lunches from local merchants to

support the surrounding communities.

Through our active and hands-on asset

management approach, we also achieved a

net value enhancement amount of £11.6

million. The activities included, inter alia,

managing change orders and earning a fee for

this service, tax optimisation, cost savings due

to lower fees on management service

agreements, cash optimisations and further

de-risking of selected investments.

20 BBGI Global Infrastructure S.A.

Annual Report 2020

1 When a project has more than one FM contractor

and/or O&M contractor, the exposure is allocated

equally among the contractors.

BBGI’s interest in the investment from

25 per cent to 100 per cent. Stanton is an

operational 27,000m

hospital with 100

patient rooms located in Yellowknife,

Northwest Territories. The concession

runs until 2048 and availability payments

are received from the Government of

Northwest Territories, which is rated Aa1

by the credit rating agency Moody’s.

— Kelowna and Vernon Hospitals

(Canada): In August, the Company

completed a follow-on acquisition for the

remaining 50 per cent interest in Kelowna

and Vernon Hospitals. The concession runs

until 2042 and availability payments are

received from the Interior Health Authority,

funded by the Province of British Columbia

which is rated Aaa by Moody’s and AAA

by S&P. BBGI’s equity interest in the

investment is now 100 per cent.

— Samuel De Champlain Bridge Corridor

(Canada): In December, BBGI completed

the acquisition of a 25 per cent equity

interest in Signature on the Saint-

Lawrence Group, the concessionaire of

the Samuel De Champlain Bridge

Corridor in Montreal. The investment

consists of the design, construction,

financing, operation, maintenance and

rehabilitation of a new bridge spanning

the St. Lawrence River between Montreal

and Brossard, Quebec. Availability

payments are received from the

Government of Canada, which is rated

AAA by both Moody’s and S&P credit

rating agencies. The bridge opened to

traffic in summer 2019 and the

concession runs until 2049.

As availability-style assets, these acquisitions

further strengthened the global footprint of

the Company’s portfolio of investments in

AAA/AA rated countries.

Monitoring the supply chain

The Management Board continually reviews

the potential concentration and/or failure risk

of operational and maintenance (‘O&M’)

contractors that provide counterparty

services to the Company’s assets. The table

below illustrates the level of O&M contractor

exposure as a percentage of portfolio value

The Management Board has not identified

any material risk exposure and remains

comfortable with the current level of

Portfolio Review continued

contractor exposure. Our immediate

response, in the wake of the Covid-19

pandemic, was to request all Facility

Managers (‘FM’) and O&M contractors

(together the ‘Subcontractors’) to conduct an

immediate review of their respective BCPs

under severely stressed scenarios. These

BCPs continue to perform in line with

expectations.

The Company benefits from a diversified

Subcontractor supply chain with no

concentrated exposure, combined with

rigorous monitoring and contingency

planning. We pay close attention to how

Subcontractors are performing on an

ongoing basis and have risk mitigation

procedures in place in case of any supply

chain failures.

As an active asset manager, the Company

continues to be in close dialogue with its

Subcontractors. This is to ensure that where

the Company can take mitigating actions to

support the health and well-being of its

stakeholders, it will. Despite the

unprecedented strain on some operating

companies resulting from the pandemic, we

have not recorded any material adverse

Subcontractor issues during the reporting

period, and we believe we are well positioned

to handle any service quality issues should

they arise.

Construction defects

The Company routinely monitors the quality

of its assets to identify any potential

construction defects early on and to

implement the appropriate remediation

measures before they impact user

accessibility and experience.

A key component of our effective

counterparty risk management approach is

that the responsibility for, and cost of

remediation falls to the relevant construction

subcontractor on each asset, subject to

statutory limitation periods.

Latent defects risk was mitigated over the

reporting period with 65 per cent of portfolio

value covered by either limitation or warranty

periods and there were no material defects on

any of the Company’s portfolio assets

reported or if there were any issues, they are

in the process of being resolved with no

material impact on the NAV.

23%

Facility Manager/O&M Contractor

10%

O&M Contractors:

SNC-Lavalin O&M Inc 10%

Capilano Highway Services 9%

Portfolio Company inhouse 9%

Honeywell 7%

Black & McDonald 7%

Cushman and Wakeeld 6%

Integral FM 4%

Carmacks Maintenance Services 4%

BEAR Scotland 4%

Graham AM 3%

Amey Community Ltd 3%

Intertoll Ltd 3%

Galliford Try FM 3%

ENGIE FM Limited 3%

Johnson Controls LP 2%

Remaining contractors 23%

10+ years, 10%

Expired, 35%

Within 1 year, 7%

1-2 years, 1%

2-5 years, 29%

5-10 years, 18%

Latent Defects Limitations /

Warranty Period Remaining

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

21 BBGI Global Infrastructure S.A.

Annual Report 2020

Our ve largest assets

Golden Ears

Bridge:

Building Canadian roads & bridges

at unprecedented scale

Ohio River

Bridges:

Breaking down barriers to

US transport P3

Golden Ears Bridge represented the largest

private financing for a greenfield PPP in Canada

at the time of its launch. The project involves

the design, build, financing, operation and

maintenance of the Golden Ears Bridge near

Vancouver, which is a 1km, six-lane cable-stayed

bridge that spans the Fraser River and connects

the cities of Maple Ridge and Pitt Meadows to

the cities of Langley and Surrey. The road opened

in June 2009 and includes more than 3.5km of

ramps, viaducts, small bridges and underpasses,

and more than 13km of mainline roadway; a large

part of which has been landscaped.

One of the largest transportation assets ever

undertaken in the US, this asset is at the

cutting-edge of public partnerships currently in

operation in the US PPP market and reached

commercial close just ten months after final

tender documents were issued. It was the first

US PPP transport deal not to use the

Transportation Infrastructure Finance and

Innovation Act (‘TIFIA’) in its capital structure,

demonstrating to other US states how even the

most complex of transactions can be structured

without reliance on federal funding. Instead, the

scheme uses a private activity bond issue

– the

first of its kind for a US PPP highway availability-

based asset.

— Type: Availability-based

— Status: Operational

— Equity Holding (%) BBGI: 100%

— Total Investment Volume

(Debt & Equity): C$1.1 billion

— Financial Close/Operational:

March 2006/June 2009

— Concession Period: 32 years

(post construction) ending in 2041

— Type: Availability-based

— Status: Operational

— Equity Holding (%) BBGI: 66.7%

— Total Investment Volume

(Debt & Equity): US$1.175 billion

— Financial Close/Operational:

March 2013/December 2016

— Concession Period: 35 years

(post construction) ending in 2051

The investment has brought close to C$1

billion in construction-related activity to the

area, while commuters that use the bridge

now save up to 40 minutes per peak-hour

round-trip from Maple Ridge to Langley. In

coordination with the asset operator, we have

implemented an LED conversion for all

lighting, which is expected to deliver C$72K in

annual savings to the operator and to reduce

consumption by 450,000 kWh per annum.

The investment includes a 760m cable-stay

bridge; a 500m long twin vehicular tunnel

and 2.25km of associated six-lane Interstate

Highway, with more than 21 bridges and

multiple roundabout style interchanges.

The investment addresses cross-river mobility

challenges in the Louisville Metropolitan

Area, by improving safety, alleviating traffic

congestion, and better integrating existing

highways. This supports the economic

development of the Louisville Southern

Indiana region such that the project achieved

the Platinum award from the Institute of

Sustainable Infrastructure in 2016.

2 US tax exempt bonds.

Portfolio Snapshot

22 BBGI Global Infrastructure S.A.

Annual Report 2020

Portfolio Snapshot continued

McGill

University

Health Centre

(MUHC):

Financing Canada’s first truly

sustainable health campus

Northern

Territory

Secure

Facilities:

A modern detention and

rehabilitation centre to serve the

people of Northern Territories

The investment involves the design, build,

finance, operation and maintenance of

MUHC’s Glenn campus. It comprises two

hospitals, a cancer centre and a research

institute in Montreal.

MUHC is one of the most innovative

academic health centres in North America

and at 214,000m

, it is the largest

English-speaking hospital in Quebec.

One integrated campus consolidates the

Montreal Children’s Hospital, the Royal

Located near Darwin, Northern Territory

(the ‘Territory’), the investment involves

the design, build, financing, operation and

maintenance of three separate centres.

This includes a 1,000-bed multi-

classification male and female correctional

centre, a 30-bed secure mental health and

behavioural management centre (the first

of its kind in the Territory), and a 48-bed

supported accommodation and

programme centre for community-based

offenders, which is designed to support

the government’s goals of enhanced

rehabilitation, education and reduced

— Type: Availability-based

— Status: Operational

— Equity Holding (%) BBGI: 40%

— Total Investment Volume

(Debt & Equity): C$2 billion

— Financial Close/Operational:

July 2010/October 2014

— Concession Period: 34 years

ending in2044

— Type: Availability-based

— Status: Operational

— Equity Holding (%) BBGI: 100%

— Total Investment Volume

(Debt & Equity): A$620 million

— Financial Close/Operational:

October 2011/November 2014

— Concession Period: 30 years

(post construction) ending in 2044

Victoria Hospital and the Montreal Chest

Institute, as well as the new Cedars Cancer

Centre and the Research Institute of the

MUHC. MUHC is the workplace of over

12,000 hospital staff, 1,356 physicians,

dentists, pharmacists and 720 medical

students.

The Glenn campus investment achieved a

Gold certification for Leadership in Energy

and Environmental Design (‘LEED’) in 2016 –

the first hospital in Quebec to do so.

reoffending rates in the Territory. NTSF is

also designed to accommodate an on-site

Learning System, which allows inmates to

participate in online learning tutorials to

improve key skills and ensure better

integration into the community following

release.

The asset is one of the largest social

infrastructure investments in the Territory.

BBGI acquired its initial 50 per cent interest

in the asset while it was still in construction

and subsequently acquired the remaining

50 per cent stake in July 2015.

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

23 BBGI Global Infrastructure S.A.

Annual Report 2020

A1/A6

Diemen

Almere

Motorway:

Connecting more communities via

Dutch roads

The A1/A6 investment is the largest of the five

sub-projects for the Dutch Road Directorate

(Rijkswaterstaat), part of the upgrading of the

road network linking Schiphol Airport via

Amsterdam to Almere in the Netherlands.

The enlargement of the A1/A6 involves the

reconstruction and widening of this section of

the SAA motorway and the subsequent

long-term maintenance. The A1 and the A6

motorway sections were transformed into a

road with 2x5 lanes and partly 4x2 lanes, while

reversible lanes were also built, allowing two

lanes to change direction twice a day. It

facilitates road traffic from the east into

Amsterdam during the morning rush hour,

and then in the opposite direction in the

afternoon.

— Type: Availability-based

— Status: Operational

— Equity Holding (%) BBGI: 37.14%

— Total Investment Volume

(Debt & Equity): €727 million

— Financial Close/Operational:

February 2013 /July 2017

— Concession Period: 25 years

(post construction) ending in 2042

After construction, completion was

achieved well in time in 2017, and SAAOne is

now responsible for maintaining the

infrastructure for a 25-year period.

During the year, the high-pressure sodium

SON-T lighting was completely replaced by

an energy efficient LED lighting system. This

is projected to reduce the future CO

emissions from lighting by 53 per cent and

reduce the CO

footprint of the project by

approximately 350 tons per year.

24 BBGI Global Infrastructure S.A.

Annual Report 2020

Our Clients

— All of BBGI’s assets continued to be

available for our public sector clients,

communities and end-users.

— Availability-based transportation assets

make up 51 per cent of the portfolio by

value. These assets have been largely

unaffected by Covid-19.

— The Company has 11 healthcare

investments which account for 23 per cent

of the portfolio value. Our 11 healthcare

investments consist of 42 different

healthcare buildings which include clinics,

ambulatory care facilities and traditional

hospitals. In total, this represents over 2,000

hospital beds. We worked closely with the

various health authorities and supported

them, often reconfiguring key facilities to

help them navigate the changing

environment. Much of our focus during the

pandemic was targeted towards helping

healthcare workers and the communities

they serve.

— For much of the year, the schools in our

portfolio, representing 10 per cent by

portfolio value, either closed or operated at

reduced capacity for children of those

providing essential services in the Covid-19

effort. Nonetheless, the availability fee

continued to be paid.

Our Suppliers

— The Management Board remained in active

dialogue with all facilities managers and

operators of our assets.

— We worked closely with our suppliers,

supporting them to prioritise the health of

their teams and to apply best practice

guidance.

— The Company prioritised prompt payment

of invoices to aid supplier cash flow.

— No material service delivery issues

occurred, and no material disruptions were

reported.

— The Company increased sub-contractor

monitoring to ensure integrity of its supply

chain. We will continue to rigorously

monitor performance and supply chain

exposure.

— BBGI has a diversified supply chain in place

and a geographically-diversified portfolio

which helps mitigate this exposure.

Furthermore, our supply chain partners

have BCPs in place and to date

performance continues to be strong.

We are pleased to report that, despite the

challenging back drop, there has been no

material impact on the performance of our

investment portfolio over the reporting period.

The Management Board maintained its focus on

value preservation of our diversied portfolio of

50 infrastructure assets. Combined with our

focused approach of investing in low-risk,

availability-based infrastructure

, the Company

did not experience any interruption to the

expected cash flows received from a globally

diversied group of creditworthy government

counterparties. During 2020, our investment

availability level remained very high at 99.8 per

cent and we continued to operate without any

material interruptions.

Our People

— The Company provided support and

guidance to staff to aid working from home

including early identification and sourcing of

equipment, increased cyber security

initiatives and all staff receiving additional

cyber security training.

— Mental and physical health were prioritised

with risk assessment and regular contact to

support wellbeing, and increased

communication to combat isolation and

boost morale.

— No staff employed directly by the Group

were furloughed.

— Outstanding hiring commitments were

honoured and new staff were successfully

on-boarded.

— The Company initiated its BCP with all staff

working remotely for much of the year and

always in compliance with the latest public

health guidance.

— We oversaw a seamless transition to remote

working.

— Business travel was cancelled.

— BBGI has senior staff located in jurisdictions

where we invest which enabled BBGI to lead

and respond in real-time to any project level

issues that were encountered.

— The BCP in place proved to be robust and

appropriate to ensure uninterrupted

delivery of services by BBGI as an

investment manager.

Our Communities

BBGI, through its investment companies,

contributed over £33,000 to various Covid-19

relief funds and initiatives. Additional detail is

available in our ESG report. Total charitable

donations made through our investment

companies in the year exceeded £132,000.

Our Investors

— Our resilient business model delivering

essential infrastructure to governments and

government-backed entities performed as

expected with no impact on dividends for

2020 or expected dividends for 2021 and

2022.

— Despite not being able to travel, the

Company participated in over 70 virtual

meetings with investors to provide updates

on performance.

While the rollout of several successful vaccines

is encouraging, significant uncertainty

surrounding Covid-19 still remains, and all the

consequences and potential disruptions are

difficult to foresee. While we believe our resilient

business model can continue to withstand this

challenging market environment over the

long-term, we will remain vigilant and ready to

adapt as needed. Further detail of the

Company’s risk mitigation can be found in the

Risk section of this Annual Report.

Our Response to Covid-19

1 The Group does not have any demand-based assets and the portfolio is greater than 99 per cent operational. The Group’s

financial performance was not materially affected due to the reliance on 100 per cent availability-based revenues.

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

25 BBGI Global Infrastructure S.A.

Annual Report 2020

2021 and beyond

The pandemic impacted the global economy

and caused widespread unemployment.

Interest rates are either at or close to historic

lows, as many central banks undertook further

monetary easing. In this environment of low

rates and uncertainty, the stability and resilience

associated with availability-based social

infrastructure investments has maintained its

status as an attractive asset class and

competition for investments remains strong.

The levels of competition for the availability-

based assets in which we invest vary between

markets. In all of BBGI’s target markets,

infrastructure under-investment persists, and

public finance budget constraints necessitate

the involvement of the private sector to deliver

the finance and expertise required to build,

maintain and operate much-needed assets.

Many governments have ambitious plans to

make major infrastructure commitments to

create jobs, revitalise communities, move

towards a low carbon economy, and to act as a

catalyst for economic recovery.

At the same time, the financial challenges of the

pandemic have stressed many construction

companies’ balance sheets and encouraged

them to consider the divestments of availability-

based infrastructure investments that they may

hold. As a result of this trend, BBGI undertook

considerable acquisition activity in 2020 and we

continue to see significant scope to make

further investments during the course of 2021.

Investment activity in 2021 will involve sourcing

and originating, bidding for and winning new

operational availability- based investments,

with consideration for measured exposure to

construction assets to support future

valuation uplift.

The pipeline for availability-based transactions

remains generally strong within the Company’s

key markets. We anticipate these will come from

a variety of sources, including:

— A North American strategic partnership

with SNC-Lavalin which has already

resulted in the acquisition of five assets

amounting to approximately C$191 million

and provides the opportunity for potentially

five more assets with an expected value in

excess of C$250 million;

— Soliciting off-market transactions through

BBGI’s extensive network of market

participants in Australia, Europe and North

America;

— Participating in primary investment

opportunities and bidding on new

availability-based assets as part of public

sector procurement processes;

— Acquiring accretive equity interests from

co-shareholders in existing assets; and

— Participating in competitive sale processes,

not least to test pricing assumptions.

The Company will continue to source assets that

fit the requirements of its low-risk and globally

diversified investment strategy, and which also

support its approach to Responsible

Investment.

Canada

Canada has remained one of the world’s most

prolific PPP markets and is one of the most

mature and stable of the Company’s markets. A

total of 291 assets across Canada are procured

under the PPP model, with those already in

operation or under construction valued at

C$139.4 billion – including hospitals, schools,

courthouses, and transportation assets.

The Investing in Canada Infrastructure Program

was adjusted so that provinces and territories

can use federal funding to act quickly on a wider

range of more pandemic-resilient infrastructure

projects. Under a new Covid-19 resilience

funding stream worth up to C$3.3 billion,

projects will be eligible for a significantly larger

federal cost share and a simplified funding

application process will ensure that projects can

get underway as soon as possible.

These changes are designed as short-term

measures to address the current situation while

the Federal Government works towards its

long-term infrastructure objectives, including

better public transit, more high-speed

broadband, wastewater infrastructure and clean

energy projects.

With 15 assets in Canada, BBGI is well positioned

to participate in an attractive primary pipeline

and is considered a very credible purchaser for

and manager of secondary assets. In 2020, there

was a well-defined pipeline of availability-based

transactions and the Company completed one

primary investment and four secondary

investments in Canada.

The Company also benefits from its North

American strategic partnership with SNC-

Lavalin which covers five assets. The Company

estimates that further investment opportunities

in excess of C$250 million could result from the

pipeline agreement over the next few years; all of

which will be assessed on a case-by-case basis.

The Canadian secondary market is expected to

be active in 2021 and beyond, as assets

developed over the last several years come into

operation and may come to market.

The UK availability-based infrastructure market

has been impacted by both positive and

negative influences. The decisive parliamentary

victory for the Conservative Party in December

2019 has significantly reduced the threat of the

Labour Party nationalising certain PFI assets.

Market Trends and Pipeline

26 BBGI Global Infrastructure S.A.

Annual Report 2020

Market Trends and Pipeline continued

Whilst Brexit has dominated Britain’s political

agenda, it is difficult to say how the UK’s decision

to leave the EU will affect private investment in

infrastructure in the longer-term. The UK is now

at a crossroads, with the Conservative

Government having made the decision to

abolish the PF2 model in October 2018 but also

having made an ambitious £100 billion

infrastructure pledge. The sentiment among

many in the public and private sectors is that

some type of public-private partnership is

inevitable, but the exact form it will take remains

in question.

The Government has promised to use

infrastructure spending as a means to kick-start

the economy post-Brexit and ‘level up’ regions

within the UK. The Government is committed to

major infrastructure investment including

health, education, science and defence, with the

2020 Spending Review delivering a £100 billion

total investment programme in 2021-22 to

support the recovery. This is part of the

Government’s plans to invest over £600 billion

over the next five years, delivering the highest

sustained levels of public sector net investment

as a proportion of GDP since the late 1970s.

The Government will continue to develop new

revenue support models and consider how

existing models – such as the Regulated Asset

Base model and Contracts for Difference – can

be applied in new areas, and it remains open to

new ideas from the market. The Government

will not reintroduce the private finance initiative

model (PFI/PF2) but we remain optimistic that

there will continue to be a role for private capital,

particularly where it demonstrates good value

for money.

The Management Board notes that some other

asset classes are demonstrating a risk-return

profile that increasingly matches the Company’s

low-risk, availability-based investment strategy.

The Mutual Investment Model in Wales is a

good example of how there continue to be

attractive investment opportunities in the UK

which are very similar to P3s and include a

long-term availability income stream from

creditworthy counterparties.

The UK market continues to be a source of

secondary market transactions. However, the

reduction in secondary market PPP deal flow

reflects the slowdown in public sector

procurement since 2010 and the large amount

of secondary activity in previous years. While

supply has decreased, there has been no

corresponding decrease in demand. This has

resulted in a trend of lower discount rates for

stable, mature secondary assets since around

2010.

The Company’s appetite for the selective

acquisition of quality availability-based assets

has not diminished. We will continue to pursue

mainly secondary availability-based

opportunities in the UK.

2020 saw an increase in greenfield P3s

in the US. In the first half of the year, ten

transactions reached financial close with a total

value of $10 billion.

While the PPP delivery method can be

instrumental in getting projects operational, US

municipalities and states have historically been

much more reluctant to adopt PPPs than their

Canadian counterparts. Since 2010, 59

greenfield PPP deals reached financial close in

the US for $42.2 billion compared to 151

greenfield P3 deals in Canada for C$58.8 billion.

With an increasing number of state legislatures

taking steps to make P3s more acceptable for

stakeholders, the number of US projects

adopting PPPs increased from 7 per cent of

closed greenfield deals in 2017 to 8.7 per cent

of greenfield deals in 2019. PPP made up 11.5

per cent of all greenfield deals in the first half

of 2020.

While some states such as Maryland, Virginia

and Texas have a state procurement agency,

projects in the US are being procured at all levels

– municipal, county and state. This means there

can be multiple procurement agencies in one

state which makes it more difficult for projects to

move forward.

Despite these challenges, the US P3 market

remains one of great potential. President Joe

Biden has explained his ‘Build Back Better’ plan

will serve as a way to make historic investments

in infrastructure. This ‘Build Back Better’

proposal of about $2 trillion is expected to focus

on addressing climate change concerns, the

adoption of autonomous vehicles, expanding

rural access to broadband, guaranteeing safe

drinking water, and modernising highways,

bridges and tunnels.

We are currently tracking several transactions

and are in active discussions regarding

upcoming social infrastructure opportunities.

Going forward, we expect that the success of the

Ohio River Bridges/East End Crossing asset,

which opened on time and on budget, will create

opportunities for BBGI.

Continental Europe

47 European PPPs reached financial close

during 2020, which is just over half the number

of deals in 2019. 19 of these were projects over

€100 million. While some countries in Europe

have slowed down their PPP programmes, there

are others which are pushing ahead. Primary and

secondary opportunities remain in the

Netherlands, Germany and Belgium, and there

are also expectations of opportunities arising in

France and Poland. Overall, Continental

European infrastructure markets remain active

with certain countries offering an attractive

pipeline of new assets as well as secondary

opportunities. We believe these markets are

likely to provide attractive investment

opportunities over the medium-term.

Scandinavia

Norway has a €1 billion road and bridge PPP

tender ongoing, and more projects are in the

making on a smaller scale elsewhere in the

Nordics.

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

27 BBGI Global Infrastructure S.A.

Annual Report 2020

1 Includes both debt and equity.

Pipeline assets:

Asset Sector Estimated

Asset Capital

Value

Concession

Length after

construction

completion

Confederation Line (Ottawa, ON) Rail C$3.2 billion 30 years

Eglinton Crosstown LRT (Toronto, ON) Rail C$9.1 billion 30 years

Highway 407 East Extension Phase I (Ontario) Road C$1.2 billion 30 years

John Hart Generating Station (Campbell River, BC) Energy C$1.1 billion 15 years

New Corridor for the Champlain Bridge (Montreal, QC) Road & Bridge C$3.2 billion 30 years

Expected potential equity investment opportunity of these pipeline assets is in excess of

C$250 million.

Primary bidding opportunities:

Region Sector Estimated Asset

Capital Value

Expected

Concession

Length

Investment Status

North America Road £1 billion 35 years Shortlisted bidder. Financial

submission due in May 2021.

Continental

Europe

Road £750 million 30 years Shortlisted as one of three bidders.

Netherlands

Over the past decade, the Netherlands has built

up a reputation for stable, predictable

infrastructure deal flow. While no greenfield

transport transactions reached financial close

during 2020, we are expecting some meaningful

secondary opportunities in the Netherlands.

Following our investment in three assets in the

Netherlands in 2018, we are actively

investigating further investment opportunities

in this market.

Belgium

BBGI is part of a consortium which successfully

pre-qualified for the R4 Ghent project. The

project is a 30-year availability-based PPP

project involving the upgrade of the R4 West

and East in Ghent to primary roads, removing

intersections and creating new cycle highways.

Germany

13 PPP transactions closed in Germany in 2020,

compared to an average of just three deals per

year since 2017, although the majority of those

closed in 2020 did not require any equity

investment. Germany alone accounted for a

third of the overall European greenfield PPP

market by deal volumes with €5 billion of

investment; a ten-fold increase compared to an

average of just over €500 million in the past

three years. The expectation is that the road PPP

schemes will continue. With six existing assets in

Germany, strong credentials and German

language skills amongst our senior executive

and asset management team, BBGI is well

positioned to consider these upcoming

opportunities.

Southern Europe

Countries including Spain, Italy, Portugal and

Greece have P3 pipelines. While some of these

programmes may be viewed as attractive in

terms of their size and the availability-based

nature of the assets, the credit rating of the

counterparties and certain risk transfer

expectations make these investment

opportunities unattractive to the Company.

Consequently, BBGI has not focused on these

opportunities.

Australia

Australia presents a very reliable investment

market for availability-style projects, which are

vital to the development of infrastructure in the

country. The National PPP Policy and Guidelines

provide a consistent framework for the public

and private sector to work together. The treasury

departments of some states have also issued

their own PPP guidelines. Furthermore, the

central state and territory governments produce

strategic infrastructure plans. The country

presents a strong pipeline of PPP projects since

the establishment of the National PPP Policy

Framework in 2008.

The P3 model seems to retain attractiveness to

government authorities in Australia – Victoria in

particular seems set to continue to use this

model not only for social infrastructure but also

for large scale infrastructure transport projects.

Other states such as New South Wales have

indicated a continuing interest in using the

model where appropriate. New South Wales and

Victoria, the two biggest states, are each

spending AUD$90 billion over four years on

major projects.

BBGI has three large operational assets in

Australia and will continue to monitor the

market. The Company is hopeful that some

select opportunities may emerge in 2021.

28 BBGI Global Infrastructure S.A.

Annual Report 2020

The Management Board is very pleased to present the Operating and Financial Review for the

year ended 31 December 2020.

Highlights and Key Performance Indicators

Please see Financial Highlights for a summary of the Year in Numbers for 2020. Certain key performance indicators (‘KPIs’) for the last four years

are highlighted below:

KPI Target Dec-17 Dec-18 Dec-19 Dec-20 Commentary

Dividends (paid or declared) Progressive long-term

dividend growth in pence per

6.50 6.75 7.00 7.18 Achieved: Second 2020

interim dividend of 3.59pps

declared in February 2021

NAV per share Positive NAV per share growth 3.0% 2.8% 2.0% 1.2% Achieved

Compound annual Shareholder

Return Since IPO

7% to 8% on IPO issue price of

£1 per share

10.5% 11.2% 11.3% 11.0% Achieved

Ongoing Charge Competitive cost position 0.99% 0.93% 0.88% 0.86%

Achieved

Cash Dividend Cover >1.0x 1.51x 1.50x 1.30x 1.27x Achieved

Renancing Risk

(as a percentage of portfolio)

Minimise renancing risk 9% 7% 6% 7% Achieved: Northern Territory

Secure Facilities is the only

asset with renancing risk

Asset availability > 98% asset availability

ü ü ü ü

Achieved

Single asset concentration risk

(as a percentage of portfolio

value)

To be less than 25% of portfolio

at time of acquisition

12%

(GEB)

11%

(GEB)

10%

(GEB)

Achieved

Availability-based assets

(as a percentage of portfolio)

Maximise availability-based

assets

100% 100% 100% 100% Achieved

Asset Management

Cash Performance

The Company’s portfolio of 50 availability-based infrastructure investments continued to perform well during the year, with cash flows ahead of

the expectations and the underlying financial models.

Construction Exposure

The Company’s investment policy is to invest principally in assets that are operational and that have completed construction. Accordingly,

investment in construction assets will be limited to 25 per cent of the portfolio value. The rationale for this approach is to be able to produce a

stable dividend for our shareholders, while at the same time gaining some exposure to the potential NAV uplift that occurs when assets move

from a successful construction stage to the operational stage. The Company has demonstrated in the past that it can manage such assets during

the construction period and its successful transition into a stable operational asset.

The Management Board believes that the Company’s ability to meet its dividend targets is not compromised by having some construction

exposure.

As at 31 December 2020, more than 99 per cent of the assets were operational with only one project in construction. On 5 March 2020, BBGI,

together with its consortium partners, was named as the preferred bidder for a PPP motorway project in Canada that will twin Highway 104

between Sutherlands River and Antigonish in Nova Scotia. Financial close occurred in May 2020 and construction is progressing according

to plan.

The Company is currently pursuing two primary investment opportunities which, if successful, will add some construction exposure over the

course of 2021.

1 On a compounded annual growth rate basis. This represents the steady state annual growth rate based on share price at 31 December 2020 and after adding back dividends

paid or declared since the Company’s IPO.

2 Refer to the Ongoing Charges of the Financial Results section of this report for further detail on how the Ongoing Charge is calculated.

Operating and Financial Review

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

29 BBGI Global Infrastructure S.A.

Annual Report 2020

Investment Performance

Returns track record

The Company’s share price maintained a strong premium to NAV through the majority of the reporting period although there was a period of

volatility during the height of the market-wide sell-off in March 2020 due to Covid-19.

BBGI’s share price quickly rebounded after this initial adjustment phase, likely due to investors realising that Covid-19 would have a limited

impact on BBGI’s future cash flows, which come exclusively from long-term availability-based government or government-backed contracts.

Against the FTSE All-Share, the Company has shown a low five-year correlation of 27.3 per cent and a beta of 0.24

Save for the brief period in March 2020, the Company’s share price has performed well and has maintained a strong premium to NAV during the

reporting period. This was against the backdrop of economic uncertainty which saw two thirds

of companies listed on the London Stock

Exchange cut, suspend or cancel dividends during 2020 due to the effects of the pandemic.

We continue to believe that a key benefit of the portfolio is the high-quality cash flows derived from long-term availability-based government or

government-backed contracts. As a result, the portfolio performance has been largely uncorrelated to the many wider economic factors that

may cause market volatility in other sectors.

BBGI Share Price Performance

Share price (rebased to 100)

120

130

110

100

140

150

170

190

160

180

BBGI

FTSE All Share

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Aug

Apr

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Aug

Apr

Dec

Apr

Aug

Apr

Dec

The share price closed the year at 174pps, an increase of 4.5 per cent (excluding dividends) in 2020 and representing a 26.3 per cent premium

to the NAV per share at the year-end.

TSR in the calendar year 2020 was 9.0 per cent whilst TSR since IPO to 31 December 2020 was 157.5 per cent or 11 per cent on a compounded

annual basis.

The total accounting return per share in the calendar year 2020 was 6.38 per cent

, with a dividend yield of 4.1 per cent.

Distribution policy

Distributions on the ordinary shares are planned to be paid twice a year, normally in respect of the six months to 30 June and the six months

to 31 December.

BBGI Share Price Performance

BBGI

FTSE All Share

Share price (rebased to 100)

120

130

110

100

140

150

170

190

160

180

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Apr

Aug

Dec

Apr

Aug

Dec

3 The FTSE All-Share, five-year data represents the five years preceding 31 December 2020.

4 Link Group, UK Dividend Monitor (Q4 2020); analyses all the dividends paid out on the ordinary shares of companies listed on the UK Main Market.

5 The sum of the change in NAV per share plus the dividends paid per share in the year, taken as a percentage of the NAV per share at 31 December 2019.

30 BBGI Global Infrastructure S.A.

Annual Report 2020

Operating and Financial Review continued

Dividends

On 2 April 2020, the Company paid a second interim dividend of 3.50pps for the period 1 July 2019 to 31 December 2019. The 2020 interim

dividend of 3.59pps was paid on 22 October 2020. In February 2021, subsequent to the year-end, the Company declared a second interim

dividend of 3.59pps in respect of the six-month period ended 31 December 2020; resulting in a total dividend of 7.18pps for the year ended

31 December 2020.

As previously reported, the Company is targeting an increase in the 2021 dividend to 7.33pps, which represents a further increase of 2.1 per cent

for the year and a progressive long-term dividend growth averaging 3.3 per cent since IPO. Furthermore, the Company is targeting a dividend of

7.48pps for 2022.

Proven Progressive Dividend Policy

—

Proven progressive dividend policy

Pence per share

0.00

1.00

6.00

5.00

4.00

3.00

2.00

7.00

8.00

2012

5.50

2013

5.50

2014

5.76

2015

6.00

2016

6.25

2017

6.50

2018

6.75

2021

Target

2022

Target

7.33 7.48

2020

7.18

2019

7.00

3.3% average increase

– –

4.7%

4.2%

4.0%

3.8%

2.1%

2.0%

2.6%

3.7%

Average dividend increase of 3.3 per cent from 2012 to 2021

— FY 2021 target dividend of 7.33pps

, up 2.1 per cent

— FY 2022 target dividend of 7.48pps

Investor Communications

The Company places great importance on communication with its shareholders and welcomes their views. The Company intends to remain at

the forefront of disclosure and transparency in its asset class, and therefore the Management Board and Supervisory Board regularly review the

level and quality of the information that the Company makes public.

The Company formally reports twice a year through the Annual and Interim Reports and Financial Statements. Other current information on the

Company is provided through the Company’s website and through market announcements. At Shareholder General Meetings, each share is

entitled to one vote, all votes validly cast at such meetings (including by proxy) are counted, and the Company announces the results on the day

of the relevant meeting.

The Management and Supervisory Boards are keen to develop and maintain positive relationships with the Company’s shareholders. As part of

this process, immediately following release of the Annual and Interim Reports at the end of March and August each year, the co-CEOs present

the Company’s results to market analysts and subsequently conduct investor roadshows and offer shareholder meetings to discuss the results,

explain the ongoing strategy of the Company, and receive feedback.

Outside of these formal meetings, feedback from investors is received via the Management Board and the Corporate Brokers and - together

with the feedback from results meetings - this is reported to the Supervisory Board. Throughout the year under review, the co-CEOs have made

themselves available to shareholders and key sector analysts, for discussion of key issues and expectations around Company performance. The

co-CEOs intend to continue to be available to meet with shareholders periodically to facilitate an open two-way communication on the

development of the Company. Shareholders may contact members of both the Management and Supervisory Boards at the registered office of

the Company, the address for which can be found on the final page of the Annual Report or on the Company’s website at www.bb-gi.com.

1 These are targets only and are not a profit forecast. There can be no assurance that these targets will be met or that the Company will make any distribution at all.

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

31 BBGI Global Infrastructure S.A.

Annual Report 2020

While shareholder engagement is typically conducted by the Co-CEOs, it should be noted that the Chairman also makes herself available

throughout the year to understand the views of shareholders on governance and performance against the Company’s investment objectives

and investment policy. Given this level of engagement with shareholders, the Management and Supervisory Boards consider that they meet the

requirements of AIC Code Principle 5D.

Share Capital

The issued share capital of the Company is 664,691,283 ordinary shares of no-par value. All of the ordinary shares issued rank pari passu. During

the year ended 31 December 2020, the Company issued 34,478,057 shares.

Voting Rights

There are no special voting rights, restrictions or other rights attached to any of the ordinary shares. There are no restrictions on the voting rights

attaching to ordinary shares.

Discount Management

Although the Company’s shares have continuously traded at a premium since IPO in December 2011, except for a brief period in March 2020,

the Management Board will actively monitor any discount to the NAV per share at which the ordinary shares may trade in the future. The

Management Board will report to the Supervisory Board on any such discount and propose actions to mitigate this.

Purchase of Ordinary Shares by the Company in the Market

In order to assist in the narrowing of any discount to the NAV at which the ordinary shares may trade from time to time and/or to reduce discount

volatility, the Company may, subject to shareholder approval:

—  make market purchases of up to 14.99 per cent annually of its issued ordinary shares; and

—  make tender offers for ordinary shares.

No shares have been bought back during the year ended 31 December 2020. The most recent authority to purchase ordinary shares which may

be held in treasury or subsequently cancelled was granted to the Company on 30 April 2020. This authority expires on the date of the next

Annual General Meeting (‘AGM’) to be held on 30 April 2021, at which point the Company will propose that its authority to buy back shares

be renewed.

Continuation Vote

The Company’s Articles of Association (‘Articles’) require the Boards to offer a continuation vote to the Company’s shareholders at the AGM to

allow the Company to continue in its current form, with a further vote every two years. On 30 April 2019, at the Company’s AGM, the shareholders

voted unanimously for the continuation of the Company. In accordance with the Articles, a further continuation vote will be offered to

shareholders at the AGM due to be held in 30 April 2021.

32 BBGI Global Infrastructure S.A.

Annual Report 2020

The Management Board is responsible for carrying out the fair market valuation of the Company’s investments, which it then presents to the

Supervisory Board for their consideration and, if appropriate, approval of this Report. The valuation is carried out on a six-monthly basis as at 30

June and 31 December each year and is reviewed by an independent third-party valuation expert.

The valuation is determined using the discounted cash flow methodology. The Company makes forecast assumptions for key macro-economic

factors having an eect on the cash flows forecast of investments such as inflation rates and deposit rates based on market data, publicly available

economic forecasts and long-term historical averages, and adjusts for any enacted changes in taxation during the reporting period. In addition, the

Company exercises its judgement in assessing the expected future cash flows from each investment based on the detailed nancial models

produced by each Portfolio Company, and adjusting these where necessary to reflect the Company’s assumptions as well as any specic cash flow

assumptions.

The fair value for each investment is then derived from the application of an appropriate discount rate, alongside reporting period-end currency

exchange rate and withholding taxes (if applicable). The discount rate considers risks associated with the investment including the phase the

investment is in such as construction, ramp-up or stable operation, investment specic risks and opportunities as well as country specic factors. The

Company uses its judgement in determining the appropriate discount rates. This is based on its knowledge of the market, considering information

obtained from its investment and bidding activities, benchmark analysis with comparable companies and sectors, discussions with advisers in the

relevant markets, and publicly available information. The valuation methodology remains unchanged from previous reporting periods.

A breakdown of the movements in the portfolio value and net asset value is shown in the chart and table below.

Portfolio Movement 31 December 2019 to 31 December 2020

Portfolio value (GBP million)

800

820

920

900

840

860

880

Portfolio

value as at

31 December

2019

Acquisitions

Distributions

Rebased

opening

portfolio value

as at

1 January 2020

Unwinding

of discount

Change in

market

discount

rate

Change in

macro-

economic

assumptions

Value

Enhancements

Change

in foreign

exchange

Portfolio

value as at

31 December

2020

846.0

59.2

(69.1)

59.8

18.5

836.0

11.6

(33.5)

3.2

895.7

% change in NAV

1.4% 0.4%7.0% 2.2% (3.9)%

1 Refer to the Portfolio Review for further details on the acquisitions during the period.

2 While distributions from investments reduce the portfolio value, there is no impact on the Company’s NAV as the effect of the reduction in the portfolio value (investments

at fair value through profit or loss) is offset by the receipt of cash at the consolidated Group level. Distributions are shown net of withholding tax.

3 The result from balance sheet hedging is recorded at the consolidated Group level, and while inversely correlated, does not directly impact portfolio value. The net foreign

exchange loss on hedging over the period, recorded at the consolidated Group level, was £1.5 million.

Valuation

FINANCIAL

STATEMENTS

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

COMPANY

OVERVIEW

33 BBGI Global Infrastructure S.A.

Annual Report 2020

The Company’s portfolio value at 31 December 2020 was £895.7 million (31 December 2019: £846.0 million), representing an increase of

5.9 per cent.

NAV movement 31 December 2019 to 31 December 2020 £ million

NAV at 31 December 2019 .

Deduct: other net assets at 31 December 2019

(.)

Portfolio value at 31 December 2019 .

Acquisitions .

Distributions from assets (.)

Rebased opening portfolio value at 1 January 2020 .

Unwinding of discount .

Change in market discount rate .

Change in macro-economic assumptions (.)

Value enhancements .

Foreign exchange gain .

Portfolio value at 31 December 2020 .

Other net assets at 31 December 2020

.

NAV at 31 December 2020 .

1 These gures represent the net assets of the Group after excluding the investments at fair value through prot or loss (Investments at FVPL). Refer to the Pro forma balance sheet in the

Financial Results section of this Annual Report for further breakdown.

Key drivers for NAV change

The rebased opening portfolio value after considering acquisitions in the reporting period of £59.2 million and cash distributions from

investments of £69.1 million was £836.0 million.

Unwinding the discount and value enhancements:

During the period, the Company recognised £71.4 million, or an 8.3 per cent increase in NAV, from the unwinding of discounts and value

accretive enhancements. As the Company moves closer to forecasted investment distribution dates, the time value of those cash flows increases

on a net present value basis. The portfolio value growth from unwinding of discount during the period was approximately £59.8 million or a 7.0

per cent change in NAV.

The remaining £11.6 million, or a 1.4 per cent change in NAV, represents inter alia the net effect of value accretive enhancements across the

portfolio through active management. This includes amongst others the net valuation effect of enhanced operational performance through our

active and hands on asset management approach. The activities involved inter alia managing change orders and earning a fee for this service, tax

optimisation, cost savings due to lower fees on management service agreements and cash optimisations. Where appropriate, we have also made

use of reduced occupancy at some of our assets to accelerate maintenance or improvement works. For example, we were able to take advantage

of the low oil price to accelerate re-pavement works on one of our roads which resulted in an overall lifecycle saving. Other positive effects

derived from adjusting risk premiums reflected in specific investment discount rates as well as reducing premiums for investments moving

towards the stable operational phase.

Change in discount rate:

The market for availability-based transactions continues to be very competitive and discount rates are compressing further. This is a result of a

continued low interest environment and a high investment demand in the availability-based social infrastructure sector, while the supply of new

greenfield infrastructure investments is not keeping pace. Based on data from transactional activity, benchmark analysis with comparable

companies and sectors, discussions with advisers in the relevant markets, and publicly available information, BBGI has reduced its weighted

average discount rate to approximately 6.77 per cent (31 December 2019: 7.07 per cent), representing a reduction of 30 bps from 31 December 2019.

34 BBGI Global Infrastructure S.A.

Annual Report 2020

Valuation continued

Change in Macro-Economic Assumptions:

During the period, the Company recognised a reduction in the portfolio value due to changes in the macro-economic assumptions: changes in

corporate tax rates in the UK, Netherlands and Province of Alberta resulting in a portfolio value decrease of £4.1 million; a change in the

forecasted deposit rates; replacing the retail price index (‘RPI’) with the consumer price index including owner occupiers’ housing (‘CPIH’)

beginning 1 January 2031 in the UK

; and the actual indexation against the previously modelled indexation resulting in a further portfolio value

decrease of £29.4 million.

In total, the Company recognised a reduction of £33.5 million, or a 3.9 per cent decrease in NAV, from changes in these assumptions.

The net effect of inflation, against the 31 December 2019 modelled macro-economic assumptions, on the portfolio value has been negative,

and is included in the value above.

Foreign Exchange:

The forecasted distributions from investments are converted to Sterling at either the hedged rate, for a predetermined percentage of cash flows

forecast to be received over the next four years, or at the closing rate for unhedged future cash flows.

A significant proportion of the Company’s underlying investments are denominated in currencies other than Sterling. The Company maintains

its accounts, prepares the valuation and pays dividends in Sterling. Accordingly, fluctuations in exchange rates between Sterling and the relevant

local currencies will affect the value of the Company’s underlying investments.

During the year ended 31 December 2020, the depreciation of Sterling against the Australian Dollar and the Euro, and the appreciation of

Sterling against the Canadian Dollar, the US Dollar and the Norwegian Krone accounted for a net increase in the portfolio value of £3.2 million.

Since listing in December 2011, the net cumulative effect of foreign exchange movements on the portfolio value, after considering the effect of

balance sheet hedging, has been a decrease of £7.8 million which is less than 0.9 per cent of the 31 December 2020 NAV.

The table below shows those closing rates, which were used to convert unhedged future cash flows into the reporting currency at

31 December 2020.

GBP/ Valuation impact FX rates as of 31 December 2020 FX rates as of 31 December 2019 FX rate change

AUD

. . .%

CAD

. . (.%)

EUR

. . .%

NOK

. . (.%)

USD

. . (.%)

Although the closing rate is the required conversion rate to use, it is not necessarily representative of future exchange rates as it reflects a specific

point in time.

The Group uses forward currency swaps to (i) hedge 100 per cent of forecasted cash flows over the next four years on an annual rolling basis and

(ii) to implement balance sheet hedging in order to limit the decrease in the NAV to approximately 3 per cent for a 10 per cent adverse movement

in foreign exchange rates

. This is achieved by hedging a portion of the non-Sterling and non-Euro portfolio value. The benefit of the Company’s

hedging strategy can also be expressed as a theoretical or implicit portfolio allocation to Sterling exposure. In other words, on an unhedged basis,

the portfolio allocation to Sterling exposure would need to be approximately 72 per cent to obtain the same NAV sensitivity to a 10 per cent

adverse change in foreign exchange rates as shown below.

1 On the 25 November 2020, the UK Chancellor of the Exchequer announced that the retail price index (‘RPI’) will be discontinued in 2030 and replaced with the consumer

price index including housing costs (‘CPIH’). Given this announcement, the Company has replaced RPI at 2.75% with CPIH at 2.0% across the UK portion of the portfolio

beginning 1 January 2031.

2 Based on the portfolio composition on the date the balance sheet hedge contracts are entered into.

FINANCIAL

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CORPORATE

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OVERVIEW

35 BBGI Global Infrastructure S.A.

Annual Report 2020

Covid-19

The portfolio continued its strong performance over the reporting period with no material adverse effect on valuation resulting from Covid-19.

This strong performance is primarily as a result of the Company holding a low-risk, 100 per cent availability-based portfolio, coupled with strong

stakeholder collaboration during the reporting period. There continues to be uncertainty surrounding Covid-19 with the consequences and

potential disruptions difficult to foresee, but currently our portfolio remains resilient in this challenging market environment. We will continue to

work very closely with all stakeholders to help mitigate the risks and effects of this global pandemic.

Discount Rates

The discount rates used for individual investments range between 6.20 per cent and 8.75 per cent. The weighted average rate is approximately

6.77 per cent (31 December 2019: 7.07 per cent), representing a reduction of 30 bps from 31 December 2019, which management believes to be

towards the conservative end of the range for a portfolio of availability-based social infrastructure investments. This methodology calculates the

weighted average based on the value of each investment in proportion to the total portfolio value i.e. based on the net present value of their

respective future cash flows.

The discount rate considers risks associated with the investment including the phase the investment is in, such as construction, ramp-up or

stable operation, investment specific risks and opportunities as well as country specific factors.

BBGI applies a risk premium for investments in construction to reflect the higher-risk inherent in the construction phase of any investment’s

lifecycle. Currently, the portfolio has one investment in construction, Highway 104, which represents 0.5 per cent of the overall portfolio value.

BBGI has also applied a risk premium to a limited number of other investments to reflect the individual situations. For example, adjustments have

been applied to acute hospitals in the UK where a risk premium of 50bps continues to be applied. This risk premium reflects the continued

situation in the UK where some public health clients are under cost pressure and are actively looking for cost savings including deductions. To

date, BBGI has not been affected. The only UK acute hospital in the portfolio is Gloucester Royal Hospital, which represents less than one per

cent of the overall NAV.

General Market Activity

Through the course of the Covid-19 pandemic, there has been an increased focus on valuation from investors as the varied risk profiles of the

different investment classes within the infrastructure sector have become more pronounced. For example, demand-based investments such as

airports, and (shadow) toll roads have generally suffered severe traffic reductions, thereby reducing revenue. Investors in demand-based

investments have had to revisit traffic growth assumptions, at least in the short-term. In addition, lower than forecasted volumes will not only

impact demand-based income but also other third-party income such as retail business in airports and rail stations, motorway service stations

and other income sources reliant on customer footfall.

On the other hand, availability-based investments passed the stress test and proved to be very robust as the sector has not experienced any

material negative impact. This, coupled with the historically low interest rate environment, has further contributed to increased competition for

PPP investments. The deal volume in 2020 shows that demand for stable yielding investments is strong even with continued uncertainty

surrounding Covid-19, and market intelligence suggests discount rates in the secondary market remain very competitive and likely to decrease

further in the future.

36 BBGI Global Infrastructure S.A.

Annual Report 2020

Valuation continued

Macro-Economic Assumptions

Apart from the discount rates, the Company uses the following assumptions for the cash flows:

31 December 2020 31 December 2019

Indexation UK

RPI/CPIH 2.75%/2.00% 2.75%

Canada 2.00%/2.35% 2.00%/2.35%

Australia 2.50% 2.50%

Germany 2.00% 2.00%

Netherlands

2.00% 2.00%

Norway

2.25% 2.25%

USA

2.50% 2.50%

Deposit rates (p.a.) UK 0.25% to Q4 2023, then 1.00% 1.00% to Q4 2023, then 2.50%

Canada 0.75% to Q4 2023, then 1.50% 1.00% to Q4 2023, then 2.50%

Australia 0.50% to Q4 2023, then 2.00% 2.00% to Q4 2023, then 3.00% – 4.00% (medium term)

Germany 0.00% to Q4 2023, then 0.50% 1.00% to Q4 2023, then 2.50%

Netherlands 0.00% to Q4 2023, then 0.50% 1.00% to Q4 2023, then 2.50%

Norway 0.25% to Q4 2023, then 2.00% 1.80% to Q4 2023, then 3.00%

USA 0.25% to Q4 2023, then 1.50% 1.00% to Q4 2023, then 2.50%

Corporate tax rates

(p.a.)

UK 19% 19% to 2019, then 17%

Canada

23.0%/26.5%/27%/29% 26.5%/27%/29%

Australia 30% 30%

Germany

15.8% (incl. solidarity charge) 15.8% (incl. solidarity charge)

Netherlands

25% 25% to 2020, then 21.7%

Norway 22% 22%

USA 21% 21%

1 On the 25 November 2020, the UK Government announced the phasing out of RPI after 2030, and replacement with CPIH; the Company’s UK portfolio indexation factor

changes from RPI to CPIH beginning on 1 January 2031.

2 CPI indexation only. Where investments are subject to a basket of indices, these non-CPI indices are not considered.

3 80 per cent of ORB indexation factor for revenue is contractual and is not tied to CPI.

4 Individual tax rates vary among Canadian Provinces.

5 Individual local trade tax rates are considered in addition to the tax rate above.

6 In September 2020, the Dutch Government confirmed that the planned reduction of the headline corporate income tax rate (CIT) to 21.7 per cent will not be introduced

in 2021.

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37 BBGI Global Infrastructure S.A.

Annual Report 2020

Sensitivities

Discount rate +/- 1%

Inflation rate -/+ 1%

Foreign Exchange +/- 10%

Deposit rate -/+ 1%

Lifecycle costs +/- 10%

Corporate tax rate +/- 1%

Senior Debt renancing margin + 1%

GDP -/+ 0.5%

-10% -2%-6% 2% 8%-8% 0% 6%-4% 4% 10%

Positive change in variable Negative change in variable

(8.0)% 9.3%

(3.4)% 4.1%

(2.8)% 2.8%

(1.8)% 1.9%

(1.9)% 1.9%

(0.7%) 0.7%

(0.8%)

0.0% 0.0%

Discount Rate Sensitivity

The weighted average discount rate that is applied to the Company’s portfolio of investments is the single most important judgement

and variable.

The following table shows the sensitivity of the NAV to a change in the discount rate.

Discount Rate Sensitivity

Change in NAV

31 December 2020

Increase by 1% to 7.77%

(£.) million, i.e. (.)%

Decrease by 1% to 5.77%

£. million, i.e. .%

1 Based on the weighted average discount rate of 6.77 per cent.

Inflation Sensitivity

The Company’s investments are contractually entitled to receive availability-based income streams from public sector clients, which are adjusted

every year for inflation. Facilities management subcontractors for accommodation investments and operating and maintenance subcontractors

for transport investments have similar indexation arrangements. The investment cash flows are positively correlated with inflation (e.g. RPI, CPI,

or a basket of indices).

The table below shows the sensitivity of the NAV to a change in inflation rates compared to the assumptions in the table above:

Inflation Sensitivity

Change in NAV

31 December 2020

Inflation +1% £. million, i.e. .%

Inflation −1% (£.) million, i.e. (.)%

Foreign Exchange Sensitivity

As described above, a significant proportion of the Company’s underlying investments are denominated in currencies other than Sterling.

The following table shows the sensitivity of the NAV to a change in foreign exchange rates:

Foreign Exchange Sensitivity

Change in NAV

31 December 2020

Increase by 10%

(£.) million, i.e. (.)%

Decrease by 10%

£. million, i.e. .%

1 Sensitivity in comparison to the spot foreign exchange rates at 31 December 2020 and considering the contractual and natural hedges in place, derived by applying a 10 per

cent increase or decrease to the Sterling/foreign currency rate.

38 BBGI Global Infrastructure S.A.

Annual Report 2020

Valuation continued

Deposit Rate Sensitivity

Project Companies typically have cash deposits which are required to be maintained as part of the senior debt funding requirements. (e.g.

six-month debt service reserve accounts, maintenance reserve accounts). The asset cash flows are positively correlated with the deposit rates.

The table below shows the sensitivity of the NAV to a percentage point change in long-term deposit rates compared to the assumptions in the

table above:

Deposit Rate Sensitivity

Change in NAV

31 December 2020

Deposit rate +1% £. million, i.e. .%

Deposit rate −1% (£.) million, i.e. (.)%

Lifecycle Costs Sensitivity

Lifecycle is the cost of planned interventions or replacing material parts of an asset to maintain it over the concession term. It involves larger

items that are not covered by routine maintenance and for roads it will include items such as replacement of asphalt, rehabilitation of surfaces, or

replacement of electromechanical equipment. Lifecycle obligations, are generally passed down to the facility maintenance provider with the

exception of transportation investments where these obligations are typically retained by the Portfolio Company.

Of the 50 investments in the portfolio, 17 investments retain the lifecycle obligations. The remaining 33 investments have this obligation passed

down to the subcontractor.

The table below shows the sensitivity of the NAV to of a change in lifecycle costs:

Lifecycle Costs Sensitivity

Change in NAV

31 December 2020

Increase by 10%

(£.) million, i.e. (.)%

Decrease by 10%

£. million, i.e. .%

1 Sensitivity applied to the 17 investments in the portfolio which retain the lifecycle obligation i.e. the obligation is not passed down to the subcontractor.

Corporate Tax Rate Sensitivity

The profits of each Portfolio Company are subject to corporation tax in the country where the Portfolio Company is located.

The table below shows the sensitivity of the NAV to of a change in corporate tax rates compared to the assumptions in the table above:

Corporate Tax Rate Sensitivity

Change in NAV

31 December 2020

Tax rate +1% (£.) million, i.e. (.)%

Tax rate −1% £. million, i.e. .%

On 3 March, 2021, the UK Chancellor of the Exchequer announced a plan to increase the UK Corporate Tax rate to 25 per cent from April 2023.

Whilst this increase is not currently enacted and is still to be approved by the UK Parliament, the Company recognises that any change in the UK

Corporate Tax rate will have an effect on the portfolio valuation. It is the Company’s policy to value those tax rates that have been enacted into

law at the reporting period date. Notwithstanding this, and to aid transparency, we have calculated that this increase of the UK Corporation Tax

rate would result in a £8.9 million or 1.0 per cent reduction in NAV.

Senior Debt Refinancing Sensitivity

Assumptions are used where a refinancing of senior debt financing is required for an investment during the remaining investment concession

term. There is a risk that such assumptions may not be achieved.

The table below shows the sensitivity of the NAV to a +100bps adjustment to the forecasted margins. The base rate for senior debt is either fixed

or a long-term interest swap is available with the effect that none of our investments are subject to changes in base rates.

Senior Debt Renancing Sensitivity

Change in NAV

31 December 2020

Margin +1%

(£.) million, i.e. (.)%

1 The Northern Territory Secure Facilities investment is the only remaining investment in the BBGI Portfolio with refinancing risk.

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39 BBGI Global Infrastructure S.A.

Annual Report 2020

GDP Sensitivity

The BBGI portfolio is not sensitive to GDP.

The principal risks faced by the Group and the mitigants in place are outlined in the Risk section.

Key Portfolio Company and Portfolio Cash Flow Assumptions Underlying NAV Calculation include:

— Discount rates and the assumptions as set out above continue to be applicable.

— The updated financial models used for valuation accurately reflect the terms of all agreements relating to the Portfolio Companies and

represent a fair and reasonable estimation of future cash flows accruing to the Portfolio Companies.

— Cash flows from and to the Portfolio Companies are received and made at the times anticipated.

— Non-UK Portfolio Companies are valued in local currency and their cash flows converted to Sterling at either the period-end exchange rates

or the contract hedge rate.

— Where the operating costs of the Portfolio Companies are fixed by contract, such contracts are performed, and where such costs are not

fixed, they remain within the current forecasts in the valuation models.

— Where lifecycle costs/risks are borne by the Portfolio Companies, they remain in line with the current forecasts in the valuation models.

— An assessment is made of construction defect remediation where the risk sits with the Portfolio Company.

— Contractual payments to the Portfolio Companies remain on track and contracts with public sector or public sector backed counterparties

are not terminated before their contractual expiry date.

— Any deductions or abatements during the operational period of Portfolio Companies are fully passed down to subcontractors under

contractual arrangements or are part of the planned (lifecycle) forecasts.

— Where the Portfolio Companies own the residual property value in an investment, the projected amount for this value is realised.

— In cases where the Portfolio Companies have contracts that are in the construction phase, they are either completed on time or any delay

costs are borne by the construction contractors.

— There are no tax or regulatory changes in the future which negatively impact cash flow forecasts.

In forming the above assessments, BBGI works with Portfolio Company management teams, as well as using due diligence information from, or

working with, suitably qualified third parties such as technical advisers, legal advisers and insurance advisers.

40 BBGI Global Infrastructure S.A.

Annual Report 2020

The Consolidated Financial Statements of the Group for the year ended 31 December 2020 are on pages 80 to 124.

Basis of Accounting

The Group has prepared its Consolidated Financial Statements in accordance with International Financial Reporting Standards (‘IFRS’) as

adopted by the European Union (‘EU’). In accordance with IFRS the Company qualifies as an Investment Entity and as such, does not consolidate

its investments in subsidiaries that qualify as investments at fair value through profit or loss (‘Investments at FVPL’). Certain subsidiaries that are

not Investments at FVPL, but instead provide investment-related services or activities that relate to the investment activities of the Group, are

consolidated. As an Investment Entity, the Company recognises distributions from investments at FVPL as a reduction in their carrying value.

These distributions reduce the estimated future cash flows which are used to determine the fair value of the Investments at FVPL.

Income and Costs

Pro forma Income Statement

Year ended

31 Dec 20

£ million

Year ended

31 Dec 19

£ million

Income from investments at fair value through profit and loss (‘FVPL income’) . .

Other operating income . –

Operating income . .

Administrative expenses (.) (.)

Other operating expenses (.) ( .)

Net loss on balance sheet hedging and net finance result (.) –

Profit before tax . .

Tax expense (.) (.)

Prot from continuing operations . .

Basic earnings per share (pence) . .

During the year, the Group recognised FVPL income of £63.3 million (31 December 2019: £69.8 million). This FVPL income is made up of a

combination of the positive effect of the unwinding of discount, changes in market discount rates, value enhancements, the net effect of foreign

exchange on the underlying investment portfolio with a partial offset resulting from changes in macro-economic assumptions. A more detailed

analysis of the movement in Investments at FVPL is outlined in the Valuation section of this Report.

Administration expenses include, amongst others, personnel costs, legal and professional fees and office and administration costs. See further

detail in the Corporate Cost analysis.

The Group has implemented a policy of using forward currency swaps to hedge its anticipated non-Sterling and non-Euro denominated cash

flows on a four-year rolling basis, referred to as cash flow hedging, and also uses 12-month forward currency swaps to hedge part of the non-

Sterling, non-Euro denominated portfolio values, referred to as balance sheet hedging. During the year, the Company recognised a net loss

£0.9 million on cash flow hedging (31 December 2019: £3.0 million net loss) and is reflected in ‘Other operating expenses’ in the table above.

During the year the Company recognised a net loss from balance sheet hedging of £0.6 million (31 December 2019: £2.1 million net gain).

Profit from continuing operations for the year ended 31 December 2020 decreased by 18.2 per cent to £41.7 million (31 December 2019:

£51.0 million).

Financial Results

FINANCIAL

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41 BBGI Global Infrastructure S.A.

Annual Report 2020

Group Level Corporate Cost Analysis

The table below is prepared on an accruals basis.

Corporate Costs

Year ended 31

Dec 20

£ million

Year ended 31

Dec 19

£ million

Net nance costs . .

Personnel costs . .

Legal and professional fees . .

Oce and administration . .

Acquisition related costs . .

Taxes . .

Corporate costs . .

Net finance costs for the year were £1.6 million (31 December 2019: £2.0 million). The Company used the proceeds from distributions from its

investments and the proceeds from its November 2020 placing to repay outstanding borrowings, resulting in a decrease in finance costs in the year.

The cash flow analysis section of this report provides further information regarding utilisation and repayments under the RCF during the year.

Personnel costs for the year were £6.2 million (31 December 2019: £4.8 million) reflecting an increase in staff numbers as well as remuneration.

Refer to the ‘Remuneration Report’ section of this report for further detail on Management Board and Supervisory Board remuneration.

During the year, the Company acquired a 50 per cent equity interest in the Highway 104 project and a 25 per cent equity interest in Champlain

bridge, both projects are located in Canada. In addition, the Company acquired follow-on interests in the Stanton Territorial Hospital, the KVH

Hospital in Canada and the N18 Motorway in the Netherlands. Acquisition related costs incurred during the year amounted to £1.6 million

(31 December 2019: £1.1 million) and includes unsuccessful bid costs amounting to £0.8 million (31 December 2019: £0.7 million).

Ongoing Charges

The Ongoing Charges (‘OGC’) percentage, presented in the table below, is prepared in accordance with the AIC recommended methodology,

latest update published in October 2020

. The percentage represents the annualised reduction or drag on shareholder returns as a result of

recurring operational expenses incurred in managing the Group’s consolidated entities, and provides an indication of the level of recurring costs

likely to be incurred in managing the Group in the future.

Ongoing Charges Information

Year ended 31

Dec 20

£ million

Year ended 31

Dec 19

£ million

Ongoing Charges (using AIC recommended methodology) .% .%

In prior reporting periods, fees linked directly to investment performance were included in the reported OGC. It is however the view of the AIC

that compensation schemes which are linked directly to investment performance could be viewed as analogous to performance fees paid by

externally managed investment companies and should therefore be excluded from the principal OGC calculation. Therefore, the reported OGC

for 31 December 2020 excludes such fees.

The Management Board will continue to follow this AIC recommended methodology in future reporting periods, thereby facilitating a direct

comparison with externally managed investment companies which follow the AIC recommended methodology for calculating the Ongoing

Charge.

Fees directly linked to investment performance recorded in 2020 as a percentage of average NAV were 0.08 per cent. Combined therefore the

aggregate of Ongoing Charges plus investment performance fees was 0.94% in the year.

For the year ended 31 December 2020, and in line with AIC recommendations, certain non-recurring costs were excluded from the Ongoing

Charges, most notably acquisition-related advisory costs of £1.6 million, taxation of £2.6 million and net finance costs of £1.6 million.

1 Additional information regarding Ongoing Charges and ongoing charges percentage can be obtained from the AIC website www.theaic.co.uk.

42 BBGI Global Infrastructure S.A.

Annual Report 2020

Financial Results continued

1 Cash flows rebased for investment acquisitions during the year.

The table below provides a reconciliation of the Ongoing Charges and the Ongoing Charges Percentage to the administration expenses

under IFRS.

Year ended 31

Dec 20

£ million

(except %)

Year ended 31

Dec 19

£ million

(except %)

Administration expenses to 31 December . .

Less: Non-recurring costs as per AIC guidelines

Non-recurring professional and external advisory costs (.) (.)

Personnel costs related to acquisition or non-recurring (.) (.)

Compensation linked to investment performance (.) –

Other non-recurring costs (.) (.)

Ongoing Charges . .

Divided by:

Average undiluted Investment Basis NAV for 2020 (average of 31 December 2020: £916.0 million and

30 June 2020: £860.8 million) . .

Ongoing charges percentage



.% .%

1 Percentage calculation is based on actual results rather than rounded numbers

During the year, in response to the UK’s departure from the EU and a requirement from Euroclear UK and Ireland, the Company was required to

interpose an EEA-based Central Securities Depository into the shareholding structure, in order to ensure uninterrupted trade settlement of the

Company’s non-certified shares on the LSE post the completion of the Brexit transition period on 31 December 2020. The non-recurring

advisory and set up costs of this restructuring amounted to approximately £0.2 million and are reflected in the Non-recurring professional and

external advisory costs in the table above.

Cash Flows

The table below summarises the sources and uses of cash and cash equivalents for the Group.

Year ended 31

Dec 20

£ million

Year ended 31

Dec 19

£ million

Distributions from Investments at FVPL

. .

Net cashflows from operating activities (.) (.)

Additional Investments at FVPL (.) (.)

Net cashflows from nancing activities (.) .

Impact of foreign exchange gain on cash and cash equivalents . .

Net cash (outflow) inflow (.) .

1 These distributions are shown gross of withholding tax and include the realisation of distributions in transit at 31 December 2019. The associated withholding tax outflow is

included in ‘Net cash flows from operating activities’.

The Group’s portfolio of investments performed well during the year, with rebased cash flows ahead of business plan

. Distributions from

Investments at FVPL, increased during the year by 13.8 per cent to £72.8 million.

Additional investments during the year were financed through a combination of borrowings under the RCF, placing proceeds and reinvestment

of distributions received from Investments at FVPL.

The Company borrowed an additional amount of £41.0 million under the RCF during the year and also repaid a total of £62.0 million over the

same period. There were no borrowings outstanding under the RCF at 31 December 2020. The net proceeds from the November 2020 capital

raise were used to part finance the acquisition of the Champlain Bridge investment, acquired in December 2020, and also to repay those

amounts borrowed under the RCF.

Cash dividends paid during the year ended 31 December 2020 amounted to £42.6 million, an increase of £1.8 million on the previous year.

The Consolidated Statement of Cash Flows provides further details of cash flows during the year ended 31 December 2020.

FINANCIAL

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COMPANY

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43 BBGI Global Infrastructure S.A.

Annual Report 2020

For the year ended 31 December 2020, the Group has a cash dividend cover ratio

of 1.27x (year ended 31 December 2019: 1.30x) and is calculated

as follows:

31 Dec 20

£ million

(except ratio)

31 Dec 19

£ million

(except ratio)

Distributions received from Investments . .

Less: Net cash flows from operating activities under IFRS (consolidated) (.) (.)

Net distributions . .

Divided by: Cash dividends paid under IFRS (consolidated) . .

Cash Dividend Cover (ratio) .x .x

The strong cash dividend coverage in 2020 was again supported by BBGI’s contracted portfolio cash flows which, unlike demand-based assets,

are not sensitive to the performance of the wider economic environment. The Company has rearmed the target dividend of 7.33pps for 2021 and

is providing a new dividend target of 7.48pps for 2022.

Balance Sheet

Pro forma Balance Sheet

31 December 2020 31 December 2019

Investment

Basis

£ million

Adjust

£ million

Consolidated

IFRS

£ million

Investment

Basis

£ million

Adjust

£ million

Consolidated

IFRS

£ million

Investments at FVPL . – . . – .

Trade and other receivables . – . . – .

Other assets and liabilities (net) (.) (.) (.) (.) . (.)

Net cash (borrowings) . – . . . .

Derivative nancial asset . (.) – – . .

NAV attributable to ordinary shares . (.) . . . .

1 Represents the value of the Group’s total assets less the value of its total liabilities under the Investment Basis NAV. The Investment Basis NAV represents the residual

interest of the shareholders in the Group, after all the liabilities of the Group, if any, have been settled.

As at 31 December 2020, the Group has 50 availability-based Investments at FVPL (31 December 2019: 48). The main drivers of the net

movement in Investments at FVPL are:

— + £59.2 million: from new portfolio acquisitions in Highway 104 and Champlain Bridge and additional equity interests in Stanton Territorial

Hospital, KVH Hospital and N18 motorway.

— + £63.3 million: from the net effect of unwinding of discount, revised macro-economic assumptions on portfolio value, changes in market

discount rates, value enhancements and the impact of net foreign exchange gains during the year.

— - £72.8 million: from net distributions from the Investments at FVPL during the year.

At 31 December 2020, the fair value of forward currency swaps used to hedge future portfolio distributions over the next four years was

£0.1 million net liability position. This figure is excluded under the Investment Basis NAV as the related contracted forward rates are directly

applied to hedged future distributions and therefore embedded in the Investments at FVPL. The unhedged distributions are converted at the

31 December 2020 closing rate.

As at 31 December 2020, cash and cash equivalents amounted to £20.5 million (£34.8 million as at 31 December 2019).

2 The cash dividend cover ratio is a multiple that divides the total net cash generated in the period (available for distribution to investors) by the total cash dividends paid in the

period based on the IFRS cash flows. If the Group has a high dividend cover ratio, there is a lesser risk that the Group will not be able to continue making dividend payments.

44 BBGI Global Infrastructure S.A.

Annual Report 2020

A reconciliation of net cash as compared to net borrowings under IFRS is as follows:

31 Dec 20

£ million

31 Dec 19

£ million

Cash and cash equivalent under IFRS (consolidated) . .

Loans and borrowings under IFRS (consolidated) (.) (.)

Gross up: Unamortised debt issuance costs under IFRS (consolidated)

– (.)

Less: Interest payable under IFRS (consolidated) . .

Outstanding loan drawdowns – (.)

Net cash under Investment Basis NAV . .

1 During the year, unamortised debt issuance costs amounting to £0.4 million were reclassed from the ‘loans and borrowings non-current liabilities’ to ‘other current assets’.

Accordingly, no gross up was required for the 2020 reconciliation of net cash.

Three-year Comparative of Investment Basis NAV

31 Dec 20 31 Dec 19 31 Dec 18

NAV (millions) . . .

NAV per share (pence) . . .

The Investment Basis NAV increased by 6.7 per cent to £916.0 million at 31 December 2020 (31 December 2019: £858.6 million). This equates to a

growth in Investment Basis NAV per share of 1.2 per cent to 137.8p at 31 December 2020 (31 December 2019: 136.2p). The Investment Basis NAV

per share is the Investment Basis NAV divided by the number of Company shares issued and outstanding. This information presents the residual

claim of each shareholder to the net assets of the Group.

Financial Results continued

45 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Corporate Governance

Introduction

The Company is internally managed with a two-tier governance

structure that comprises a Supervisory Board and a Management

Board, with the responsibilities of each as indicated in this Report.

Primary responsibilities of the Supervisory Board include the

supervision of the activities of the Management Board and the

establishment and monitoring of compliance with the Company’s

investment policy. Notwithstanding this, the Directors on both the

Management Board and the Supervisory Board are accountable under

the Listing Rules as the Listing Rules do not make a distinction between

different types of directors. In particular, for such time as the Company’s

shares are listed on the Official List of the UK Listing Authority, the

Supervisory Board and the Management Board act as one in approving

any circular or corporate action where the Listing Rules require the

recommendation of the board of directors of a publicly listed company

(or where such recommendation is customarily given). Any responsibility

applied to directors under the Listing Rules applies to all directors of

the Company.

The Management Board’s principal responsibility is the day-to-day

management of the Company, including the discretionary investment

management of the Company’s investments and those of the rest of the

Group. In carrying out the function of investment manager via the

Management Board, the Company does not engage an external

investment manager to provide such investment management services.

The Management Board is otherwise responsible for the overall

administration of the Company including the preparation of semi-

annual valuations; statutory financial statements; management

accounts and the business plan that defines the Company’s active

approach to asset management. Given its role as investment manager,

the Management Board is the primary interface for investor relations,

including engagement with the Supervisory Board on shareholders’

behalf.

The Company is regulated by the CSSF under Part II of the amended

Luxembourg law of 17 December 2010 on undertakings for collective

investments, and is subject to the Luxembourg amended law of 12 July

2013 on Alternative Investment Fund Managers (‘AIFM Law’) that

implemented the EU Alternative Investment Funds Managers Directive

(‘AIFMD’) into national legislation.

Governance and Regulatory Environment

As an internally managed investment company, having effective

controls in place is paramount to securing the sound financial and

operational performance of the Company’s investments. The Company

recognises the importance of effective engagement with its

stakeholders, viewing it as a key part of its own long-term success

and sustainability.

BBGI is a member of the AIC and as such reports against the AIC Code

of Corporate Governance (the ‘AIC Code’).

Both the Management Board and the Supervisory Board of the

Company have considered the Principles and Provisions of the AIC

Code. The AIC Code addresses the Principles and Provisions set out in

the UK Corporate Governance Code 2018 (the ‘UK Code’), as well as

setting out additional Provisions on issues that are of specific relevance

to the Company. The Management and Supervisory Boards consider

that reporting against the Principles and Provisions of the AIC Code,

which has been endorsed by the Financial Reporting Council (‘FRC’),

provides relevant information to shareholders.

Whilst BBGI is a non-domiciled publicly listed entity on the UK London

Stock Exchange, to which the UK Companies Act 2006 (the ‘CA2006’)

has limited application, the Company recognises the value that all its

stakeholders bring to the business. As such, BBGI acknowledges the

requirement for most UK publicly listed companies to make a s172(1)

CA2006 statement. Consideration of BBGI’s stakeholders, and details

of how the Company adopts the spirit of those provisions can be found

on page 14 of the Our Approach To ESG section of this Annual Report,

and also in the Company’s inaugural standalone ESG Report, both of

which detail the Company’s commitment to generating positive

non-financial returns for all our stakeholders.

For the most part, the Company has complied with the Principles and

Provisions of the AIC Code and where it currently does not, we have

explained why not. Those specific Provisions are outlined below along

with the section reference for the accompanying explanation:

— AIC Code Provision 10 (at least half the board excluding the

chairman, should be non-executive directors which the board

considers to be independent): Management Board – General

section;

— AIC Code Provision 13 (circumstances likely to impair, or appear

to impair a non-executive director’s independence – serving in

excess of nine years): Board Tenure and Diversity;

— AIC Provision 17 (in relation to establishing separate Management

Engagement Committee): Committees of the Supervisory Board;

— AIC Provision 23 (All directors should be subject to annual

re-election by the shareholders): Management Board –

General section;

— AIC Provision 29 (in relation to chairman as a member of the Audit

Committee): Audit Committee Report.

AIFM

During 2020, the Company was required to interpose an EEA-based

Central Securities Depository (‘CSD’) into the shareholding structure,

in order to ensure uninterrupted trade settlement of the Company’s

non-certified shares on the LSE post the completion of the Brexit

transition period on 31 December 2020. Refer to the Delegated

Functions section of this report for an update on this and further

functions delegated by the Company. There have been no other

material changes in respect of Art. 20 Para. 2(d) of the AIFM Law that

would warrant further disclosure to shareholders.

Sustainable Finance Disclosure Regulation

Post period end, the Company made disclosures relating to Articles

3, 4, 5, 6, 7(2), 8 and 10 of EU Regulation 2019/2088, known as the

Sustainable Finance Disclosure Regulation or SFDR. SFDR requires

EU based companies to make certain disclosures on the subject of

sustainability risk, the manner in which sustainability factors are

integrated into investment decision and allows companies that meet

certain sustainability characteristics to self-classify if they promote

environmental or social characteristics. The Company takes the view

that it falls within the scope of Article 8 and meets the criteria for socially

positive investment.

46 BBGI Global Infrastructure S.A.

Annual Report 2020

Supervisory Board and Management Board

As at 31 December 2020

Name Function Independence Age Original appointment Next renewal date

Supervisory Board

Sarah Whitney Chairman of Supervisory Board Independent 57 1 May 2019 30 April 2021

Howard Myles Senior Independent Director Independent 71 3 October 2011 30 April 2021

Jutta af Rosenborg Chairman of Audit Committee Independent 62 1 July 2018 30 April 2021

Management Board

Duncan Ball Member of the Management Board Non-independent 55 5 October 2011 5 October 2021

Frank Schramm Member of the Management Board Non-independent 52 5 October 2011 5 October 2021

Michael Denny Member of the Management Board Non-independent 43 30 April 2013 30 April 2021

This table sets out the expiry dates of the current terms of the Directors’ appointments. All appointments may be renewed in accordance with the

provisions of the Company’s Articles.

47 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Sarah Whitney

Chairman

Howard Myles

Senior Independent Director

Jutta af Rosenborg

Chair of the Audit Committee

Ms Whitney has extensive

experience in the real estate and

finance sectors. She was a

corporate finance partner at

PricewaterhouseCoopers. She

set-up and led the Government &

Infrastructure Team at CB Richard

Ellis, and was Managing Director of

the Consulting & Research

business at DTZ Holdings plc (now

Cushman & Wakefield).

For the last 15 years, Ms Whitney’s

career has been focused on the

provision of consultancy services to

national and local governments,

investors, and real estate

companies on matters pertaining

to real estate, economic growth,

infrastructure and investment. Her

early career was spent as an

investment banker advising major

corporates on M&A transactions.

Ms Whitney became Chairman

with effect from 31 July 2020

following Mr Colin Maltby stepping

down from his role as a Non-

Executive Director of the

Company. Ms Whitney was

appointed Chairman of the

Nomination Committee with effect

from 29 June 2020.

Ms Whitney has a BSc in

Economics & Politics from the

University of Bristol and is a fellow

of the Institute of Chartered

Accountants of England and

Wales.

Ms Whitney serves as a Non-

Executive Director of two other

listed companies.

Howard Myles began his career in

stockbroking in 1971 as an equity

salesman, before joining Touche

Ross in 1975 where he qualified as a

chartered accountant. In 1978, he

joined W. Greenwell & Co in the

corporate broking team, and in

1987 moved to SG Warburg

Securities where he was involved in

a wide range of commercial and

industrial transactions, in addition

to leading Warburg’s corporate

finance function for investment

funds. Mr Myles worked for UBS

Warburg until 2001 and was

subsequently a partner in Ernst &

Young LLP from 2001 to 2007,

where he was responsible for the

Investment Funds Corporate

Advisory team.

Mr Myles became Senior

Independent Director on 31 August

2018, and Chairman of the

Remuneration Committee on

29 June 2020.

Mr Myles holds an MA from Oxford

University.

He is a Fellow of the Institute of

Chartered Accountants, a Fellow of

the Chartered Institute for

Securities and Investment.

Mr Myles serves as a Non-

Executive Director of three other

listed investment companies.

Jutta af Rosenborg has extensive

experience in management and

strategy derived from senior

operational roles in a number of

companies and significant

experience with group finance and

auditing, risk management,

mergers & acquisitions and

streamlining of business processes.

Ms af Rosenborg served as the

Chief Financial Officer, Executive

Vice President of Finance and IT,

and Member of the Board of

Management at ALK-Abelló A/S

until 2010. Prior to this, Ms af

Rosenborg served at Chr. Hansen

Holding A/S as its Vice President of

Group Accounting from 2000 to

2003. From 1978 to 1992, she

worked for the Audit Group at

Deloitte.

Ms af Rosenborg became

Chairman of the Audit Committee

on 31 August 2018.

Ms af Rosenborg obtained a

certificate in Business

Administration from Copenhagen

Business School in 1982, gained an

MSc in Business Economics and

Auditing from Copenhagen

Business School in 1987 and

qualified as a state authorised

public accountant in 1992.

Ms af Rosenborg serves as a

Non-Executive Director on four

other listed companies.

Biographies of Directors

Supervisory Board

48 BBGI Global Infrastructure S.A.

Annual Report 2020

Management Board

Biographies of Directors continued

Duncan Ball

Co-CEO and member of the

Management Board

Frank Schramm

Co-CEO and member of the

Management Board

Michael Denny

CFO and member of the

Management Board

Duncan Ball has been co-CEO of

BBGI from inception and was

actively involved in the

establishment and IPO listing of

BBGI in 2011 and the subsequent

growth from 19 assets at IPO to 50

assets at the end of the reporting

period.

Mr Ball has worked in the

infrastructure sector, investment

banking and advisory business for

over 30 years. As co-CEO of BBGI,

he is responsible for overall

strategy and management of the

Company. He is one of three

members of the Management

Board and sits on the Group’s

Investment and ESG Committees.

Additionally, he is a shareholder

representative and holds

directorships in key assets of BBGI.

Frank Schramm has been co-CEO

of BBGI from inception and was

actively involved in the

establishment and IPO listing of

BBGI in 2011 and the subsequent

growth from 19 assets at IPO to 50

assets at the end of the reporting

period.

Mr Schramm has worked in the

infrastructure sector, investment

banking and advisory business for

over 24 years. As co-CEO of BBGI,

he is responsible for overall

strategy and management of the

Company. He is one of three

members of the Management

Board and sits on the Group’s

Investment and ESG Committees.

Additionally, he is a shareholder

representative and holds

directorships in key assets of BBGI.

Michael Denny has over 20 years’

experience in corporate finance

with a focus on the infrastructure

and real estate sectors.

He joined BBGI in early 2012,

shortly after the Company’s IPO.

As CFO of the Group, he is

primarily responsible for all

corporate financial matters

including but not limited to

financial reporting, UK listing

requirements, taxation, foreign

exchange hedging and regulatory

compliance.

Mr Denny is a member of the

Management Board and sits on the

Group’s Investment and ESG

Committees.

49 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Supervisory Board

General

The Supervisory Board consists of three Independent Non-Executive

Directors. Ms Sarah Whitney became Chairman of the Supervisory

Board on 31 July 2020 following Mr Colin Maltby stepping down from

his role as Non-Executive director of the Company.

In accordance with the Articles, all members of the Supervisory Board

are elected for a period ending at the AGM of the Company in April

each year, at which time they are required to retire. They may, if they so

wish, offer themselves for re-election by shareholders. However,

re-appointment is not automatic.

The Supervisory Board believes that its members continue to have an

appropriate combination of skills, experience and knowledge to

enable them to fulfil their obligations.

The Supervisory Board members have a breadth and diversity of

experience relevant to the Company, and the Company believes that

any future changes to the composition of the Supervisory Board can

be managed without undue disruption.

The Supervisory Board meets at least four times a year and between

these formal meetings, there is regular contact with the Management

Board and the Company’s corporate brokers. Where necessary, both

Supervisory and Management Board members also have access to

independent professional advice at the expense of the Company.

The Supervisory Board considers items laid out in the Notices and

Agendas of meetings which are formally circulated to its members in

advance of the meeting as part of the Board papers. At each meeting,

members are required to advise of any potential or actual conflicts of

interest prior to discussion.

Role and Responsibilities of the Supervisory Board

The Supervisory Board is responsible for establishing and monitoring

compliance with the Company’s investment policy, appointing and

replacing the Management Board, supervising and monitoring the

appointment of the Company’s service providers and those of its

subsidiaries, considering any prospective issues, purchases or

redemptions of shares that are proposed by the Management Board,

reviewing and monitoring compliance with the corporate governance

framework and financial reporting procedures within which the

Company operates, reviewing and (if thought fit) approving interim

and annual financial statements and providing general supervisory

oversight to the Management Board and the operations of the Group

as a whole.

The Supervisory Board meets at least quarterly where it reviews

investment performance and associated matters, compliance and risk

management activities, the performance of key service providers,

investment and financial controls, marketing and investor relations,

general administration, peer group information, industry issues and

other matters relevant to their remit.

The Supervisory Board will continue to regularly consider the

Company’s strategy taking account of market conditions and

feedback from the Management Board, the Company’s joint

corporate brokers and engagement with shareholders. The

Company’s strategy is considered regularly in conjunction with the

Management Board.

In addition, the Supervisory Board is responsible for establishing

and monitoring compliance with the Company’s investment policy,

providing general supervisory oversight to the operations of the

Group as a whole; and supervising and monitoring the appointment

and performance of the Company’s third-party service providers (and

those of its subsidiaries). In the case of the latter role, the Supervisory

Board acts in its capacity as the Management Engagement

Committee, further detailed below under Committees of the

Supervisory Board.

Climate related risk and other material ESG issues are also reviewed at

least quarterly by the Supervisory Board, ensuring that issues are

appropriately addressed through the Company’s strategy,

Responsible Investment approach and other key processes such as

risk management.

The Company has a formally constituted Audit Committee, to which

the Supervisory Board has delegated its responsibility for the general

oversight and monitoring of the Company’s compliance with various

financial and regulatory controls in accordance with AIC Code and

Disclosure and Transparency Rules requirements.

During the year, a formally constituted Remuneration Committee

was established, to which the Supervisory Board delegated its

responsibilities for establishing the general principles of the policy

for Directors’ remuneration and for setting remuneration for the

Management Board, as well as supervising the general remuneration

structure and levels for other employees. In addition, a formally

constituted Nomination Committee was established, to which the

Supervisory Board delegated its responsibilities for appointing the

members of the Management Board and the appointment of any

further Supervisory Board members. Prior to these Committees being

formally constituted, the Supervisory Board Directors would meet as a

whole and carry out the respective roles of the Remuneration and

Nomination Committees. Further details on the roles of each of the

Committees and their activities undertaken during the year can be

found in the section titled Committees of the Supervisory Board.

Each of the Supervisory Board members continues to be considered

as independent, and the Supervisory Board is not aware of any

circumstances which are likely to impair, or could appear to impair,

the independence of any of the Supervisory Board members.

Annual Performance Evaluation

In accordance with AIC Code Provision 26, an externally facilitated

evaluation of the Supervisory Board was conducted in 2020 by

BoardAlpha Limited (‘BoardAlpha’). BoardAlpha evaluated the

performance of the Supervisory Board, its committees, the Chairman

and individual directors. BoardAlpha was independent of the

Company and there was no connection between the evaluator and

the Company or any of its individual Directors.

Following the publication post-period end of a review undertaken by

ICSA into the quality of independent board evaluation in the UK listed

sector (commissioned by the UK’s Department of Business, Energy

and Industrial Strategy), the Supervisory Board believes BoardAlpha’ s

evaluation of the Company was done in the spirit of ICSA’s principles

of good practice.

50 BBGI Global Infrastructure S.A.

Annual Report 2020

Individual interviews were held with each of the four Supervisory

Board members, including the Chairman at the time, Mr Colin Maltby.

Additional meetings were also held with each member of the

Management Board, the Company Secretary and a representative

from the Company’s Corporate Brokers. BoardAlpha was presented

with Committee and Board packs from the Board meetings held in the

preceding year and two BoardAlpha representatives were invited to

attend and observe meetings held by the Supervisory Board and

Audit Committee.

BoardAlpha found that the Supervisory Board as a whole and the

Directors individually had a clear understanding of their role and

discharged their governance duties with a high degree of vigilance,

integrity and competence. The Supervisory Board as a whole held an

appropriate spread of skills and experience with a high degree of

collective knowledge of good corporate governance, and provided a

good level of challenge to the Management Board. With its most

recent appointments, the Supervisory Board had enhanced its gender

diversity. The Supervisory Board was kept well informed both in terms

of day-to-day operations and strategic overview, with comprehensive

reporting received sufficiently in advance of any meetings. The report

concluded in summary that the Supervisory Board appeared to be well

constituted, highly effective and well run. Where findings of the

evaluation were deemed relevant and in the interest of the Company

and its stakeholders to implement, the Company has done so. These

changes, although limited in nature, are highlighted in the

corresponding parts of this Annual Report.

In presenting the results of its evaluation, BoardAlpha made

recommendations, a number of which corresponded with actions the

Company had independently determined to undertake prior to

receiving the evaluation results. These are outlined below, including

the principal outcomes and actions taken as a result of the BoardAlpha

recommendations.

— Establishment of separate, formally constituted, Nomination and

Remuneration Committees with Terms of Reference developed in

line with good corporate governance practice and regulatory

requirements. Each of the Committees (including the existing

Audit Committee) are chaired by a different Director, to allow each

of them to focus on their designated areas.

— Establishment of a clear, formal, and written Chairman’s

succession plan. Whilst succession planning has always remained

high on the Supervisory Board’s agenda, a formal policy

documenting the succession plans for the Chairman was

developed on recommendation from the external evaluation.

— Recruitment of a further Supervisory Board Director, which was

already part of the Company’s long-term director succession

plans, was also recommended by the evaluation.

— Improving reporting of the Company’s sustainability measures

across the portfolio and ESG credentials, primarily through the

introduction of BBGI’s inaugural ESG report made available on

the Company’s website, an area which was very much on the

Management Board’s agenda prior to the Board evaluation.

Supervisory Board continued

— Introduction of a maintained register of any relevant training

undertaken by the Directors, to ensure adequate training

continued to be made available to the directors, whether through

the Company or any of the Directors’ externally held mandates.

The Company has expanded upon this recommendation and,

in addition to the Directors, also maintains a register of training

undertaken by all key personnel.

— BoardAlpha’s recommendation for the establishment of a formally

structured induction process has been incorporated into the

appointment process, retaining elements of the existing bespoke

induction process in order to maximise the benefit of the

induction process to each individual Director.

An externally-facilitated performance review of the Chairman, being

Mr Maltby at the time of the evaluation, was also undertaken through

BoardAlpha. BoardAlpha’s report was initially considered by the Senior

Independent Director before sharing and discussing it with the rest of

the Supervisory Board. Mr Maltby was considered to have been an

excellent Chairman and an asset to the dual Board structure of the

Company and to shareholders. His pre-existing tenure length was

noted and BoardAlpha’s main recommendations were for greater

interaction between the Chairman and the wider management team

and a more proactive approach to shareholder engagement. With his

retirement and as his successor, Ms Whitney noted the

recommendations made for the role of Chairman.

In the intervening years between externally-facilitated performance

evaluations, the Supervisory Board conducts formal self-evaluations

of its performance, that of its Chairman, and considers the term and

independence of each member on an annual basis. Such evaluation

is normally conducted by way of questionnaire and is undertaken to

ensure that the composition of the Supervisory Board and its

Committees continue to reflect a suitable mix of skills, experience and

knowledge; that each body is functioning effectively; and that the

performance of each individual member continues to be effective.

The Chairman’s evaluation is also conducted by way of questionnaire,

led by the Senior Independent Director, in accordance with Provision

14 of the AIC Code, and the results subsequently discussed with the

Chairman and the remaining members as necessary.

Attendance at Supervisory Board Meetings during the financial

year ended 31 December 2020

Name

Total meetings and

attendance

Supervisory Board 12

Colin Maltby

Howard Myles

Jutta af Rosenborg 12

Sarah Whitney 12

1 Mr Maltby stepped down from his role on the Supervisory Board with effect from

31 July 2020. He did not attend any meetings at which his succession was

discussed, and attended all other meetings held during his appointment.

2 Mr Myles was unable to attend one meeting due to illness.

51 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Other listed company directorships

The members of the Supervisory Board held the following additional

non-executive directorship mandates in publicly quoted companies as

at 31 December 2020. Any mandates accepted subsequent to the

balance sheet date are included below.

Sarah Whitney

St Modwen Properties plc

JPMorgan Global Growth & Income plc

Howard Myles

Baker Steel Resources Trust Limited

Aberdeen Latin America Income Fund Limited

Chelverton UK Dividend Trust plc

Jutta af Rosenborg

Standard Life Aberdeen PLC

JP Morgan European Investment Trust PLC

NKT A/S

Nilfisk Holding A/S

As part of the Supervisory Board’s annual performance evaluation

process, it was concluded that throughout the reporting period

each member had, and was expected to continue to have, sufficient

capacity to carry out their duties properly with no one member

being over-boarded by their current directorship mandates.

52 BBGI Global Infrastructure S.A.

Annual Report 2020

Committees of the Supervisory Board

During the year, the Supervisory Board determined that it was now

appropriate for the functions of the Nomination Committee and the

Remuneration Committee to be separately conducted through the

formal establishment of the relevant committees.

Oversight of delegates and key service providers is highly regulated

by the Luxembourg CSSF, including formal reporting structures,

regular visits and compliance monitoring plans in accordance with

the Company’s Oversight of Delegated Activities framework.

In recognition of the Management Board’s primary involvement in

the process, the Company being internally managed, and considering

the size of the Supervisory Board, the functions of a Management

Engagement Committee continue to be conducted by the

Supervisory Board as a whole, with Ms Whitney acting as Chairman.

As a result, the establishment of a separate management engagement

committee, as prescribed under AIC Code Provision 17, was

considered to be unnecessary as there is no material benefit

to the Company and its shareholders.

Audit Committee

In accordance with provision 29 of the AIC Code and the Disclosure

Guidance and Transparency Rules (‘DTR’) rule 7.1, the Supervisory

Board has a formally constituted Audit Committee.

The Audit Committee operated throughout the year in accordance

with the AIC Code. As indicated above, it does so within clearly

defined terms of reference including all matters indicated by DTR 7.1

and the AIC Code. It comprises the three independent Non-Executive

Directors who are also members of the Supervisory Board: Jutta af

Rosenborg is Chairman of the Committee, and Sarah Whitney and

Howard Myles are the other members. Colin Maltby stepped down as

a member of the Committee on 31 July 2020.

The Audit Committee is required to report its findings to the

Supervisory Board, identifying any matters on which it considers that

action or improvement is recommended. In the event of any conflict

between the provisions of the AIC Code and the provisions of the law

on the Audit Profession, the Company will comply with the provisions

of the law on the Audit Profession and will disclose any such conflict.

The External Auditor is invited to attend and present the conclusions

of its work at those Audit Committee meetings at which the annual

and interim financial statements are considered, and at other times if

considered necessary by the Audit Committee.

The Audit Committee meets not less than three times per year, and at

such other times as the Audit Committee Chairman may require.

Additional meetings may be requested by any other member of the

Audit Committee, or the External Auditor, if deemed necessary. Other

Directors and third parties may be invited by the Audit Committee to

attend meetings as and when appropriate.

Further details on the Audit Committee and its work during the year

can be found in the Audit Committee report.

The Audit Committee Chairman attends each AGM of the Company

and is prepared to respond to any shareholder questions on the

Committee’s activities.

The Audit Committee terms of reference are available on the

Company’s website and can also be requested directly from the

Company Secretary.

Remuneration Committee

As described above, the Supervisory Board established a formally

constituted Remuneration Committee during the year, in accordance

with AIC Code provision 37.

It comprises the three independent Non-Executive Directors who are

also members of the Supervisory Board: Howard Myles is Chairman of

the Committee, Sarah Whitney and Jutta af Rosenborg are the other

members.

During the year, the Remuneration Committee met four times

(including meetings held by the Supervisory Board in its capacity as

the Remuneration Committee) to review the levels and structure of

the remuneration, compensation, and other benefits and entitlements

of the Management Board of the Company. Further information in

relation to both Executive and Non-Executive Directors remuneration

can be found in the Remuneration Report.

The Remuneration Committee meets no less than two times per year,

and at such other times as the Remuneration Committee Chairman

may require. Additional meetings may be requested by any other

member of the Remuneration Committee, if deemed necessary.

Other Directors and third parties may be invited by the Remuneration

Committee to attend meetings as and when appropriate.

The Remuneration Committee Chairman attends each AGM of the

Company and is prepared to respond to any shareholder questions on

the Committee’s activities.

The Remuneration Committee terms of reference are available on the

Company’s website and can also be requested directly from the

Company Secretary.

Nomination Committee

As described above, during the year, the Supervisory Board

established a formally constituted Nomination Committee, in

accordance with AIC Code provision 22.

It comprises the three independent Non-Executive Directors who are

also members of the Supervisory Board: Sarah Whitney is Chairman of

the Committee, and Howard Myles and Jutta af Rosenborg are the

other members.

During the year, the Nomination Committee met four times (including

meetings held by the Supervisory Board in its capacity as the

Nomination Committee) to consider the renewal of the appointments

of the Management Board members (which appointments are

renewable annually for one year only), the appointment of a new

Supervisory Board member and to review the succession plans for

both the Management and Supervisory Boards.

53 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Given the significant growth of the Company since IPO and the size

and complexity of its organisation and scope of Supervisory Board’s

responsibilities, an assessment of the Supervisory Board’s size and

composition was undertaken by the Nomination Committee during

the year. In order to further strengthen the overall governance of the

Company, the Nomination Committee has recommended that the

size of the Supervisory Board and number of Non-Executive Directors

increases to five members. As outlined in the Remuneration Report,

the Remuneration Committee consider the Non-Executive Directors’

fees annually within the approved maximum aggregate remuneration

cap as approved by the Company’s shareholders. These fees will

remain unchanged for 2021. However, to accommodate the potential

addition of a new Non-Executive Director to the Supervisory Board, it

is proposed that an increase in the maximum aggregate remuneration

cap from £300,000 to £400,000 will be put, by way of resolution, to

the Company’s shareholders at the 2021 AGM.

The Nomination Committee oversaw the re-appointment of

Cornforth Consulting Limited, an external search consultancy firm,

who had previously assisted in facilitating the appointments of Ms af

Rosenborg and Ms Whitney. With their knowledge of investment

companies and an understanding of the Company’s requirements,

Cornforth Consulting Limited was separately engaged to assist with

the search for a replacement Supervisory Board member following

Mr Maltby’s resignation as Non-Executive Director in 2020.

Following a successful conclusion to this search, the Company will

seek at the upcoming AGM approval from its shareholders to appoint

Mr Chris Waples CDir FloD as a new member of the Supervisory Board

with effect from 1 May 2021. Mr Waples has 35 years’ global experience

of managing the acquisition, construction and divestment of

infrastructure projects. Mr Waples has an extensive track record of

asset management in progressive high profile companies, including 12

years with John Laing Group plc where he held the position of

Executive Director, Asset Management and led the management of an

international portfolio of PPP assets across Europe, North America

and Asia Pacific regions. Apart from this engagement, there was no

other connection between Cornforth Consulting Ltd and the

Company, or individual Directors.

As outlined in the Annual Performance Evaluation section, the

Supervisory Board in its capacity as Nomination Committee further

oversaw the appointment of BoardAlpha, an independent external

specialist, to facilitate the Supervisory Board’s inaugural external

board performance evaluation, and the implementation of responses

to BoardAlpha’s recommendations.

During the year, the Nomination Committee implemented a formal,

written policy documenting the succession plans for the Chairman of

the Supervisory Board, as well as the development of a distinct Group

Diversity and Equality Policy.

As stated under ‘Management Board – Performance Evaluation and

Reappointment’, each member of the Management Board was

reappointed for a further year. In respect of succession planning, the

detailed plans developed for all senior positions were reviewed. These

plans are regularly updated by the Management Board and reviewed

with the Supervisory Board at least annually.

In accordance with AIC Code provision 22, the Chairman does not

chair any Committee meeting at which her succession is discussed.

The Nomination Committee meets not less than two times per year,

and at such other times as the Nomination Committee Chairman may

require. Additional meetings may be requested by any other member

of the Nomination Committee, if deemed necessary. Other Directors

and third parties may be invited by the Nomination Committee to

attend meetings as and when appropriate.

The Nomination Committee Chairman attends each AGM of the

Company and is prepared to respond to any shareholder questions on

the Committee’s activities.

The Nomination Committee terms of reference are available on the

Company’s website and can also be requested directly from the

Company Secretary.

Management Engagement Committee

In its role as Management Engagement Committee, the Supervisory

Board met on five occasions during the year under review to consider,

together with the Management Board, the performance, effectiveness

and appropriateness of the ongoing appointments of the Company’s

third-party service providers under Principle H of the AIC Code.

During these meetings, the Management Board provides feedback

and key findings resulting from any onsite meetings with third-party

service providers as part of the Company’s programme of oversight of

delegates and key service providers.

Re-election of Supervisory Board Members

In accordance with the Articles, Supervisory Board members are

elected for a period ending at the Company’s next AGM, at which time

they are eligible for reappointment. With the exception of Mr Maltby,

who stepped down on 31 July 2020, all members of the Supervisory

Board have decided to offer themselves for re-election at the

forthcoming AGM and, as a result of the successful performance

evaluation, the Supervisory Board recommends the re-election of

each member.

Scheduled Meetings and Attendance During 2020

Name

Audit

Committee

( meetings)

Remuneration

Committee

( meetings)



Nomination

Committee

( meetings)



Colin Maltby

2 3 3

Jutta af Rosenborg 4 4 5

Howard Myles

3 3 4

Sarah Whitney 4 4 5

1 Remuneration and Nomination Committee meetings include meetings held

through the Supervisory Board acting in its capacity as those committees prior to

their formal constitution.

2 Mr Maltby stepped down from the Supervisory Board and Audit Committee with

effect from 31 July 2020. He was not appointed to the formally constituted

Remuneration and Nomination Committees and did not attend meetings at which

his succession was discussed, but attended all other meetings held during his

appointment, including where the Supervisory Board acted in its capacity as

Remuneration and Nomination Committees.

3 Mr Myles was unable to attend one meeting for each Committee due to illness.

54 BBGI Global Infrastructure S.A.

Annual Report 2020

Management Board

General

The Management Board comprises three members, each

contractually engaged by BBGI Management HoldCo S.à r.l., a direct

consolidated 100% held subsidiary of the Company. As a result, no

member is deemed independent under AIC Code Provision 10.

However, the Management Board’s functions are overseen by the

Supervisory Board which itself meets the independence criteria set

out in Provision 10. Whilst this two-tier structure is not explicitly

covered by the AIC Code, the Company considers that an

independent Supervisory Board ensures the Company is compliant

with AIC Code Provision 10. Under AIC Code Provision 3, it is the

co-CEOs of the Management Board who primarily seek regular

engagement with the Company’s major shareholders in order to

understand their views concerning significant matters. The Chairman

of the Supervisory Board is, however, always available to undertake

such engagement at shareholders’ request.

The Company’s Articles require that the Management Board’s

members be elected on an annual basis by the Supervisory Board, and

not by shareholders. As a result, this does not meet the requirements

of AIC Code Provision 23, which requires that directors should be

subject to election by shareholders. However, as the Management

Board carries out the role of investment manager, the Supervisory

Board deems it appropriate that it elects the members of the

Management Board. The Articles also require that the members of the

Supervisory Board themselves be subject to annual election by

shareholders, who may also dismiss any such member. Accordingly,

the Company considers that this procedure satisfies the requirements

of AIC Code Provision 23.

Internal Controls

The Management Board has established an ongoing process and

system of robust internal controls designed to meet the particular

needs of the Company in managing the risks to which it is exposed.

This process included establishing procedures to manage risk, oversee

the internal control framework, and determine the nature and extent of

principal risks the Company is willing to take to achieve its long-term

strategic objectives. The policies and procedures are reviewed at least

annually, together with continual, ongoing monitoring.

During the year, the Company continued its work to further refine

and reinforce its existing robust governance and internal controls

frameworks in compliance with circular 18/698 from the CSSF,

governing the authorisation and organisation of investment fund

companies based in Luxembourg. To this end, the Luxembourg

regulator, CSSF, provided formal approval of the appointment of a

new Head of Compliance and Risk, with effect from January 2020.

Internalising the appointment to a full-time dedicated employee has

enabled BBGI to further reinforce its existing governance and risk

controls frameworks, including oversight of delegated activities and

the appointed delegates.

Furthermore, at each quarterly meeting, the Supervisory Board

monitors the Company’s investment performance against its stated

objectives and reviews its activities to ensure that the Management

Board is adhering to the investment policy and guidelines – including

clearly defined investment criteria, returns targets, risk profile and

compliance framework. During these meetings, the Management

Board reports in relation to Key Performance Indicators (‘KPIs’) on

operating performance, cash projections, investment valuations and

corporate governance matters. The Head of Compliance and Risk

presents the Company’s interim and annual Risk report and annual

Compliance report separately to meetings of both the Management

Board and Supervisory Board.

In 2020, the Management Board established an ESG Committee to

oversee the management of material ESG activities, including

climate-related issues. The ESG Committee meets at least quarterly,

and membership comprises the Co-CEOs, the CFO and the Company

Secretary. Through the ESG Committee the Management Board

remains informed about the dual risks to the Company of transitioning

to a low carbon economy (with associated increased regulation) and

the risk of physical impacts of climate change on the assets in the

portfolio. In March 2021, BBGI has employed a full-time dedicated

ESG Director who has also become a member of the ESG Committee.

The Company continues to delegate the Internal Audit function to

Grant Thornton Vectis in Luxembourg. Internal Audit reviews are

performed within the framework of a triennial audit plan as agreed

upon by the Management Board and Audit Committee and

communicated to the CSSF. Within this timeframe, the nature, timing

and extent of the internal audit procedures are determined by an

assessment of the risk related to specific activities, and by the

complexity and sophistication of the Company’s operations and

systems, including the method of controlling information processing.

The Internal Audit summary report is presented to the Audit

Committee in April each year and is subsequently submitted to

the CSSF.

The Company recognises that effective control systems can only

seek to manage and mitigate the risks of failure to achieve business

objectives. They cannot eliminate them. By their very nature, these

procedures are not able to provide absolute assurance against material

misstatement or loss.

Performance Evaluation and Reappointment

As stated above, the Management Board carries out the functions of

the Company’s investment manager, and its Directors are appointed

by the Supervisory Board for a period of one year, which is renewable.

Mr Ball and Mr Schramm were both originally appointed on 5 October

2011 at the time of the Company’s IPO, with Mr Denny originally

appointed to the Management Board on 30 April 2013.

55 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Re-election of the Management Board Members

The Supervisory Board evaluates the performance of the

Management Board and its Directors annually to ensure that the

Management Board and its individual members continue to operate

effectively and efficiently, and that the continued appointment of the

individual Directors is in the best interests of the Company and its

shareholders. Satisfied with the evaluations carried out in 2020, the

Supervisory Board resolved to renew Mr Denny’s appointment for a

further term of one year with effect from 30 April 2020, and those of

Mr Ball and Mr Schramm for a further term of one year with effect from

5 October 2020.

Attendance at Management Board Meetings during the financial

year ended 31 December 2020

Name

Total meetings and

attendance

Management Board 37

Frank Schramm 37

Duncan Ball 37

Michael Denny 37

Delegated functions

Amongst other requirements, the Company is required under the

AIFM Law to have dedicated Risk Management, Compliance, and

Internal Audit functions; each of which is required to be both

functionally and hierarchically separate from the functions of the

operating units. Accordingly, Grant Thornton Vectis has been

appointed to the role of Internal Audit and was engaged for the full

year ended 31 December 2020.

Internal Audit: Grant Thornton Vectis

As previously reported, in recognition of the Company’s continued

growth and as a result of a market-wide increase in regulatory

oversight and the complexity of compliance requirements, the

decision was taken in 2019 to internalise the Compliance and Risk

Management functions. In October 2019, the Company hired a new

full-time employee as Head of Risk and Compliance. Formal approval

of this appointment was received from the regulator with effect from

10 January 2020, prior to which the functions were delegated to the

providers detailed below:

Risk Management: IQ EQ Fund Management

(Luxembourg) SA (to January 2020)

Compliance: 99 Advisory Luxembourg

(to January 2020)

An orderly handover from these delegated functions to the new

Head of Risk and Compliance commenced in 2019 and concluded

in January 2020. The Head of Risk and Compliance performs the

risk management and compliance functions and reports to the

Supervisory Board independently of the Management Board, as

well as reporting to the respective Designated Board Members

who retain responsibility for overseeing the performance of the

respective functions.

Notwithstanding the above, the Company’s Management Board

retains overall responsibility for the correct and effective operation of

the delegated functions.

Other key delegates and providers are noted below:

Central Administrative Agent,

Depositary, Paying Agent,

Registrar and Transfer Agent:

RBC Investor Services Bank S.A

(‘RBC’)

Depository (UK): Link Market Services Trustees

(Nominees) Limited (‘Link’)

Information Technology: G.I.T.S. PSF

Principal Agent: Banque Internationale à

Luxembourg S.A. (‘BIL’)

Central Securities Depository: LuxCSD S.A. (‘Lux CSD’)

The Company’s shares are admitted to trading on the LSE main market

for listed securities. In this context, the Company has engaged Link as

depository, receiving agent and UK transfer agent. Listing on the LSE

provides liquidity for investors in what is otherwise a closed-ended

investment company, holding a portfolio of illiquid assets.

Link, acting in its depository capacity, as holder of in excess of 99.9 per

cent of the issued ordinary shares in the Company, represents all the

ordinary shares that are ultimately subscribed for in dematerialised,

non-certified form. Link holds such dematerialised ordinary shares and

issues uncertificated depository interest holdings in order to facilitate

indirect holding of the Company’s shares by non-certified depository

interest holders. These non-certified dematerialised shareholdings are

held via shareholder nominee accounts. The remaining issued ordinary

shares are held directly on the certified share register maintained by

RBC. Accordingly, the Company’s share register only lists the

Certified Investors.

During the year, in response to the UK’s departure from the EU and

a requirement from Euroclear UK and Ireland, the Company was

required to interpose an EEA-based CSD into the shareholding

structure, in order to ensure uninterrupted trade settlement of the

Company’s non-certified shares on the LSE, post the completion of the

Brexit transition period on 31 December 2020. The Company

appointed LuxCSD as its EEA-based CSD. A Luxembourg principal

agent, BIL, was appointed to act as a required intermediary between

the Company and LuxCSD. Both LuxCSD and BIL are classified as

delegates and as such will be subject to the appropriate level of

delegate oversight in accordance with the Company’s delegate

oversight framework.

In accordance with the Luxembourg law of 6 April 2013, creating a new

category of dematerialised securities, in addition to securities in bearer

or registered form (the Dematerialisation Law), transfer of the shares to

LuxCSD involved the shares being converted from their former issued

registered form (recorded on the official register maintained by RBC) to

a dematerialised form, held by LuxCSD on their Clearstream account,

and further credited to Link.

56 BBGI Global Infrastructure S.A.

Annual Report 2020

Approval was sought by way of a general meeting of the shareholders

held on 30 November 2020, with shareholders voting in favour of the

proposals. Accordingly, those shares which were issued in registered

form to the account of Link were converted to dematerialised form on

8 December 2020. Those shareholders who continue to hold their

shares in issued registered form have, in accordance with the

Dematerialisation Law, a period of up to two years from the

30 November 2020 general meeting to instruct their shares to be

converted from issued registered form to a dematerialised form after

which those issued registered shares will be required to be

mandatorily converted.

Board members and otherinterests

The members of the Management Board are also BBGI Management

HoldCo S.à r.l. managers. Mr Ball and Mr Schramm both hold service

contracts and Mr Denny holds a management contract in respect of

BBGI Management HoldCo S.à r.l. Otherwise, no other member of the

Group held service or management contracts during the year under

review. Notice periods to and from the Company of 12 months apply in

respect of Mr Ball, Mr Denny and Mr Schramm.

No loan has been granted to, nor any guarantee provided for the

benefit of, any Director by the Company.

Ms Whitney, Mr Myles and Ms af Rosenborg are all considered to be

independent Board members as they: (i) have not been employees of

the Company; (ii) have not had material business relationships with the

Company; (iii) have not received performance-based remuneration

from the Company; (iv) do not have family ties with any of the

Company’s advisers, Directors or senior employees; (v) do not hold

cross-directorships or have links with other Directors through

involvement on other companies; (vi) do not represent a significant

shareholder; and (vii) have not, with the exception of Mr Myles, served

on the Board for more than nine years. For further information on

tenure, refer to the section Board tenure and diversity.

Refer to the Remuneration Report for details of the Director’s holdings

in the Company’s shares.

Board tenure and diversity

The Nomination Committee and the Management Board regularly

reviews the succession plans for the Company. As part of a structured

succession plan, each of the original Non-Executive Directors planned

to retire on a staggered basis and the Company is recruiting additional

Non-Executive Directors over a timeframe that enables the knowledge

and experience built up over the preceding years to be both retained

and enhanced. Three of the original four Non-Executive Directors have

now retired, with Mr Myles expected to step down at the Company’s

2022 shareholders’ Annual General Meeting in accordance with

internal succession planning and the managed rotation of the

Supervisory Board members.

As at the date of the Company’s next Annual General Meeting of

shareholders, Mr Myles will have served a term in excess of nine years.

The Supervisory Board acknowledge that, in accordance with Provision

13 of the AIC Code, a tenure of more than nine years is only one of a

number of circumstances which could impair, or appear to impair, a

Non-Executive Director’s independence. Nonetheless, Mr Myles

Management Board continued

continues to demonstrate independent judgement and challenge to

the Management Board and the Company does not consider his

independence to be compromised or impaired. As the sole remaining

Non-Executive Director to have been appointed at the time of the

Company’s IPO, Mr Myles holds significant legacy knowledge of the

business. The succession plan for Mr Myles to step down in 2022 will

therefore ensure there is a suitable transition period for his replacement

to be recruited, inducted and become fully familiarised with BBGI.

The Management and Supervisory Boards of BBGI take into full

consideration both the gender and ethnic diversity of their

composition. They fully acknowledge the Hampton-Alexander Review

on Women on Boards and the Parker Review on Ethnic Diversity on

Boards. Female representation on the Supervisory Board at the

reporting date / currently stood at two thirds, exceeding the aim of the

Hampton-Alexander Review of having at least one third representation

of women on the Boards of FTSE 350 companies by the end of 2020.

The Company prides itself on being one of the few FTSE 350

companies with both a female Chairman and Audit Committee

Chairman. To further its commitment to the goals of both the Hampton

Alexander Review and Parker Review, the Nomination Committee

oversaw the development of a separate Group Diversity and Equality

Policy which seeks to enhance BBGI’s existing culture of diversity,

equality and inclusion.

The Company recognises that the aims set by Hampton-Alexander

extend down to the Management Board, as well as direct reports to

them. With a relatively low turnover and small number of staff

employed across the Group, the Management and Supervisory Boards

are mindful of the limited opportunities that exist to promote greater

diversity of gender and ethnicity to senior roles within the Company. As

at 31 December 2020, 14 different nationalities were represented by the

Group’s employee base of 23 people.

In recruiting new Directors, the Nominations Committee actively seeks

greater diversity by gender, ethnicity, nationality and other criteria,

whilst remaining committed to selecting members on merit with

relevant and complementary skills to help the Company maximise

stakeholder value.

The Company will continue to make future appointments at all levels on

the basis of the full merits of the individual candidates, and the

strengths, skills and experience that they would bring to the

composition and balance of the Management and Supervisory Boards

or Company as a whole. The process of appointing any new Directors is

led by the Nomination Committee.

In accordance with Provision 24 of the AIC Code, the Company has a

formal policy on the tenure of the Supervisory Board Chairman. The

Company acknowledges the Supplementary Guidance under

Provision 24 of the AIC Code with regard to a more flexible approach in

respect of chair tenure. In the case of the Chairman, the need for

regular refreshment and diversity must be balanced with the skills and

experience of the existing Board and Committee members, and the

benefit of retained historic knowledge of the Company’s business, all of

which are taken into account when considering succession of the role.

57 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

General Meetings

2020

The AGM was held on 30 April 2020. There were two further

shareholder meetings held during the year:

27 October 2020 – to approve the change of name of the Company to

BBGI Global Infrastructure S.A.

30 November 2020 – to approve the dematerialisation of the issued

registered shares.

The notices for all of these meetings (and associated documents) as

well as the results of the meetings can be found in the Investor

Relations section of the Company’s website. Under AIC Code Provision

4, no votes of 20 per cent or more were cast against the Board

recommendation for a resolution.

2021

The next Company AGM will be held on Friday 30 April 2021. Given the

extraordinary circumstances, and in accordance with the Law of

23 September 2020, as amended (the ‘Covid-19 Law’), the meeting will

be organised without the physical presence of participants The Notice

of Meeting, proposed Resolutions and Explanatory Notes, and the

associated Proxy Form, will be circulated to shareholders to meet the

regulatory deadlines. These will also be made available on the

Company’s website.

Substantial shareholdings

As at 31 December 2020, the Company had 664,691,283 shares in

issue. Pursuant to DTR5 of the FCA’s Disclosure Guidance and

Transparency Rules, the Company had received notice of substantial

interests (5 per cent or more) in the total voting rights of the Company

as follows, in compliance with DTR 7.2.6R:

Name Held

% of total

share capital



M&G plc 59,502,903 9.42%

Schroders plc

47,392,362 8.96%

Newton Investment Management

Limited 39,947,825 8.46%

Investec Wealth & Investment Limited 31,569,569 5.01%

Smith & Williamson Holdings Limited 28,885,124 5.00%

1 The percentage of voting rights detailed in the table above was calculated at the

time of the relevant disclosure made in accordance with Rule 5 of the Disclosure

Guidance and Transparency Rules and the shareholders’ percentage interests in

the Company may have changed since that date.

2 The Company was notified on 5 January 2021 that Schroders plc’s holding stood at

56,340,964 shares, representing 8.48 per cent of total issued share capital

58 BBGI Global Infrastructure S.A.

Annual Report 2020

Remuneration

Annual Statement from Remuneration Committee Chairman

Dear Shareholders,

I am pleased to present the Remuneration Committee (the

‘Committee’) report for the financial year ended 31 December 2020 on

behalf of the Supervisory Board. This is the first annual report of the

Committee, which was formally constituted during the year.

Composition of the Committee

The Committee consists of a minimum of two members. The

Committee and the Chairman thereof (who cannot be the Chairman of

the Supervisory Board) are appointed by the Supervisory Board.

Membership is confined to Independent Non-Executive Directors.

Each of the three Independent Non-Executive Directors is a member

of the Committee, which is chaired by me, and our biographies can be

found in the Corporate Governance section of this Annual Report.

Responsibilities

The Committee is responsible for establishing the general principles of

the policy for Directors’ remuneration and for setting remuneration for

the Management Board, in accordance with the Principles and

Provisions of the Code, and the terms of the Remuneration Policy.

This Remuneration report has been prepared in compliance with the

reporting obligations as outlined in the relevant Luxembourg

legislation. Furthermore, and in the interest of greater transparency, the

Company has taken the voluntary decision to disclose additional

remuneration detail, beyond its legal reporting obligations.

The Company continues to comply with the provisions of the AIC Code

in respect of remuneration and is subject to the relevant AIFMD

regulations (see page 65).

Business context and external environment

Against a backdrop of global economic uncertainty, the Company has

achieved another year of robust long-term, predictable and stable

income derived from our diversified global portfolio of social

infrastructure investments. During 2020, we closely monitored the

impact of Covid-19, prioritising the health and safety of our employees

and the continued provision of essential infrastructure services to our

public sector clients by maintaining a high level of asset availability. We

supported employees in adapting to the new ways of working resulting

from the pandemic and remained committed to providing the

responsible capital required to build and maintain some of the critical

social infrastructure essential to the countries in which we operate.

A key theme during the year was one of preserving and where possible

enhancing the value of the Company’s portfolio. It is reassuring that

despite the global disorder caused by the pandemic, the Company did

not experience any material Covid-19 related operational or financial

impacts. For further information refer to the section of the Annual

Report titled ‘Our Response to Covid-19’.

Our proven investment strategy of acquiring and managing low-risk,

availability-based assets has supported a 6.7 per cent increase in NAV

to £916.0 million and a 1.2 per cent increase in NAV per share during

2020. In turn, the Company has met its full-year dividend target of

7.18pps, an increase of 2.6 per cent compared to the prior year.

Key activities during the year

During the year, the Committee, with the support of Deloitte LLP as

independent adviser, undertook a comprehensive review of the

existing remuneration framework for the Management Board

(comprising two Co-CEOs and the Chief Financial Officer) and other

executives. This included appropriate benchmarking with FTSE 250

listed companies of similar size, and other relevant sector comparators

to ensure that, on completion of the review, remuneration is

competitive and aligned with our business strategy.

The last independent remuneration review of the remuneration of the

Co-CEOs was conducted in 2014. Given the significant growth of the

business since then and the market in which we compete for senior

executive talent, a number of changes were recommended to more

closely reflect the size and complexity of the organisation and the

scope of Management Board responsibilities. In addition, changes

were also made to improve governance through alignment of interests

and to bring remuneration structures in line with UK FTSE 250 best

practice. A summary of the revised remuneration framework is set out

below:

— Salary levels from 1 May 2020 will be C$842,162 and €555,977 for

the Co-CEOs, Duncan Ball and Frank Schramm respectively, and

€356,097 for the CFO.

— Salaries remain in the lower quartile against companies in the

FTSE 250 market and are based on Sterling amounts converted at

the exchange rates on 1 May 2020.

— Increase in the maximum opportunity under the annual short-

term incentive plan (‘STIP’) for the Co-CEOs from 125 per cent to

150 per cent of salary from FY 2020. This increase has been made

alongside a reduction in opportunity for target performance –

from 100 per cent of salary to 75 per cent of salary (50 per cent of

maximum). The CFO will also participate in a maximum annual

bonus opportunity of 150 per cent of salary (target at 50 per cent

of maximum).

— Introduction of bonus deferral under the STIP. From 2020,

one-third of any bonus earned will be used to purchase shares to

be held for a period of three years.

— Increase in maximum opportunity under the long-term incentive

plan (‘LTIP’) from 150 per cent to 200 per cent of salary for the

Co-CEOs, subject to shareholder approval at the 2021 AGM. The

CFO will be eligible for an annual award of up to 150 per cent of

salary. Awards will be subject to stretching NAV Total Return

performance targets over a three-year period, and will be satisfied

entirely in shares.

— Introduction of post-employment shareholding requirements, in

line with best practice in UK listed companies, with Management

Board members being required to hold 100 per cent of salary in

shares for a period of two years after leaving the Company.

59 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Other key decisions during the year

Annual Bonus (FY20) outcome

For the financial year ended 31 December 2020, the Co-CEOs and

CFO were eligible for a maximum bonus of 150 per cent of base salary

at 31 December 2020 respectively. The annual bonus was assessed

against a range of stretching financial and strategic KPIs, as outlined

further in this report. The Management Board delivered excellent

performance and progress against the targets set, and annual bonus

outcomes were 97 per cent of the maximum opportunity in respect of

the 2020 financial year. One-third of the earned bonus will be used to

purchase shares to be held for three years.

LTIP Outcome (2017 award)

In December 2017, LTIP awards were granted to the Co-CEOs and

CFO. These equated to an award value of 150 per cent of salary for the

Co-CEO and €100,000 for the CFO, and were based on stretching

TSR and NAV growth targets. The 2017 award will vest and be released

following the publication of the Company’s 2020 audited accounts.

2017 awards will vest at 81.8 per cent and 97.6 per cent of maximum for

the TSR and NAV elements respectively, reflecting performance

against targets in the three-year period to 31 December 2020.

No discretion was exercised in determining the incentive outcomes

described above.

Howard Myles

Remuneration Committee Chairman

24 March 2021

60 BBGI Global Infrastructure S.A.

Annual Report 2020

Remuneration at a Glance

Key remuneration principles

BBGI’s remuneration framework is based on the following key principles:

— Attract and retain highly qualified executives and employees with a history of proven success.

— Align the interests of BBGI’s Management Board and employees with shareholders’ interests, the execution of the Company’s investment

policy and the fulfilment of the Company’s investment objectives.

— Support strategy and promote long-term sustainable success.

— Establish performance goals that, if met, are expected to be accretive to long-term shareholder value.

— Link compensation to performance goals and provide meaningful rewards for achieving these goals. This includes performance on ESG and

health & safety factors.

BBGI’s remuneration policy encourages sound and efficient management of risks, and does not encourage excessive risk-taking. In considering

Management Board remuneration during 2020, the Committee had regard to the principles of transparency, clarity, simplicity, risk management,

proportionality and alignment to culture.

Summary of Management Board remuneration framework

Element

Base salary Base salaries effective from 1 May 2020:

Co-CEOs: $C842,162 and €555,977

CFO: €356,097

Pension and benefits Co-CEOs and CFO: 15% of salary (cash allowance)

The Co-CEOs receive a monthly car allowance

Annual Bonus (STIP) Co-CEOs and CFO: Maximum opportunity: 150% of salary. Target opportunity: 75% of salary

(50% of maximum)

From 2020, one-third of bonus will be used to purchase shares to be held for a period of three years.

STIP is based on a balance of financial, strategic and ESG/H&S metrics with robust quantitative

performance requirements set for threshold, target and maximum performance.

Long-term Incentive Plan (LTIP) Co-CEOs: Performance measures established entitling beneficiaries to 50% of salary at threshold,

100% of salary at target and 200% at maximum (Subject to approval at the 2021 AGM).

CFO: Threshold: 50% of salary, Target: 75% of salary, Maximum: 150% of salary.

Performance is measured over three years. For 2020, awards will be subject to stretching Net Asset

Value (NAV) Total Return targets.

Shareholding requirements All Management Board members are required to build and maintain a minimum holding of BBGI shares

with a value of 200% of salary

Post-employment shareholding requirements: From September 2020, Management Board members

will be required to hold 100% of salary in shares for a period of two years after leaving the Company.

1 The Co-CEOs, Duncan Ball and Frank Schramm, are paid in Canadian Dollars and Euro, respectively. The CFO is paid in Euro.

2 This minimum holding is calculated based on the Director’s salary at 1 May 2020 and is fixed for a period of three years.

61 BBGI Global Infrastructure S.A.

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FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Annual report on remuneration

Single total figure table – Management Board

The following table sets out total remuneration for each member of the Management Board in respect of the year ending 31 December 2020

In Pounds Sterling

Duncan Ball

(Co-CEO)

Frank Schramm

(Co-CEO)

Michael Denny

(CFO)

Salary 456,921 467,173 275,758

Benefits 13,799 13,874 –

Annual Bonus 713,994 720,917 461,739

Pension 73,456 74,168 47,504

LTIP

565,204 593,770 106,526

Other – – –

Total fixed 544,176 555,215 323,262

Total variable 1,279,198 1,314,687 568,265

Total remuneration 1,823,374 1,896,902 891,527

1 The detail provided in the table above goes significantly beyond that which is required to be disclosed under the relevant Luxembourg law. This additional detail is provided

on a voluntary basis commencing for the reporting period ended 31 December 2020.

2 The 2017 LTIP vests by reference to performance in the three-year period to 31 December 2020, and shares will be released to Executive Directors following the AGM in

May 2021. The value included in the single figure for the year ended 31 December 2020 is based on an average share price over the last quarter of FY20 (£1.7317).

The figures in the table above are derived from the following:

(a) Base salary The amount of salary earned in respect of the year, shown in the reporting currency of the Group (Pound

Sterling). Both Mr Denny and Mr Schramm receive all cash entitlements in Euro. Mr Ball receives all cash

entitlements in Canadian Dollars. The amounts shown in Sterling are converted using the average exchange rate

for the respective financial year. For the year ended 31 December 2020, the relevant exchange rates were

£1 = C$0.581 and £1 = €0.889.

(b) Benefits The taxable value (gross) of benefits received in the year. These are principally car allowance.

(c) Annual bonus (STIP) The value of the bonus earned in respect of the financial year of which one third will be paid in shares and held for

a period of three years. A description of achievements against the performance measures which applied for the

financial year is provided below.

(d) Pension The pension figure represents the cash value of any pension contributions including any cash payments in lieu of

pension contributions made in the year.

(e) Long-term incentives The value of LTIP shares vesting, calculated by the estimated number of shares that vest in respect of the 2017

LTIP award multiplied by the average share price over the last quarter of the year ended 31 December 2020.

Additional Disclosures in Respect of the Single Figure Table

Base Salary

Each member of the Management Board receives an annual base salary payable monthly in arrears.

Details of annual base salary for the Management Board are set out below. Base salaries were reviewed in 2020 and revised salaries were set with

effect from 1 May 2020.

Name Base salary from  May 

Duncan Ball £484k

Frank Schramm £484k

Michael Denny £315k

The combined annual base salary received by the members of the Management Board during the year ended 31 December 2020 was £1,199,852

(2019: £989,046).

Taxable Benefits and Pension-Related Benefits

The Co-CEOs received a monthly car allowance amounting to a total amount of £27,763 for the year.

As shown in the Single Total Figure table, the Co-CEOs and the CFO also received a supplementary annual payment to provide pension,

retirement or similar benefits equating to 15 per cent of their annual base salary at 31 December 2020, in line with market practice.

62 BBGI Global Infrastructure S.A.

Annual Report 2020

STIP – Annual bonus in respect of year ended 31 December 2020

The following table summarises the STIP performance metrics and achievements in respect of the financial year ended 31 December 2020.

The Remuneration Committee is responsible for determining both whether the relevant financial and non-financial performance objectives

have been satisfied and the level of award under the STIP for the relevant year. The Management Board delivered excellent performance and

progress against the targets set at the start of the year. No payment under the STIP is made if performance is below the threshold criteria.

The maximum STIP opportunity for the Co-CEOs and the CFO is 150 per cent of base salary.

Performance assessed - summary

Threshold performance

(33% vesting equating to

50% of base salary)

Target performance

(50% vesting equating to

75% of base salary)

Maximum performance

(100% vesting equating to

150% of base salary)

Outcome

(% of maximum)

Key financial metrics

(25% weighting)

Assessment based on key financial achievements during the year including:

— Dividends paid and declared for the year

— Growth in NAV per share

— Portfolio performance KPIs

— Ongoing charge

— Other key financial performance metrics

89%

Disciplined growth

(25% weighting)

Assessment based on key disciplined growth metrics including:

— The value, quality and pricing of projects acquired

— The prospective investment pipeline at 31 December 2020

100%

Strategic projects and

investments

(25% weighting)

Assessment based on key metrics relating to strategic projects and investments, including

portfolio control and also organisational effectiveness through the assessment of capacity,

risk management, overruns and delays.

100%

Compliance and regulation

(10% weighting)

Assessment of key compliance and regulatory metrics including, AIFMD compliance,

regulator relationship, management of issues related to Brexit.

100%

ESG, Health and Safety

(15% weighting)

Assessment of key health and safety policies and reporting, ESG performance in accordance

with BBGI’s ESG Best Practices Guidance where appropriate or equivalent standards, ESG

reporting standards.

100%

For 2020, awards of 146 per cent of base salary were achieved by the Co-CEOs and CFO. One-third of the earned bonus will be settled in shares,

with the net number of shares after settling the associated tax liability to be held for a period of three-year period. The remaining STIP awards will

be paid in cash in May 2021. During the year ended 31 December 2020, the total amount accrued in respect of the 2020 STIP amounted to

£1,896,650 (2019: £1,089,522). Payments under the STIP are made in Canadian Dollars and Euros.

Long-Term Incentive Plan (‘LTIP’) – Awards granted during the financial year

LTIP awards of 200 per cent of base salary were granted to the Co-CEOs in December 2020, subject to shareholder approval at the 2021 AGM.

The CFO’s maximum LTIP award is set at 150 per cent of base salary and is within the approved limits under the current LTIP Plan. Awards under

the LTIP are subject to stretching Net Asset Value (‘NAV’) Total Return targets over a three-year period, as set out below. NAV Total Return

reflects both capital returns generated and dividends returned to shareholders.

NAV Total Return over three-year period

Threshold performance

(33% vesting equating to

50% of base salary)

Target performance

(50% vesting equating to

75% of base salary)

Maximum performance

(100% vesting equating to

150% of base salary)

Performance metric Dividend of 7.18p per annum

to 2023, and NAV per share

maintained from 31 December

2020 to 31 December 2023.

Dividend growth of 2% per annum

to 2023; and 1% per annum NAV per

share growth to 31 December 2023.

Dividend growth of 2% per annum

to 2023; and 2% per annum NAV

per share growth to 31 December

2023.

Remuneration at a Glance continued

63 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

A key feature of these awards is that they will be settled entirely by way of Company shares and not in cash. All LTIP awards, which are to be settled

by shares, fall under the scope of IFRS 2 ‘Share-Based Payments’ and its specific requirements. The Company continues to engage Ernst &

Young Advisory (‘EY’) to carry out the valuation of LTIP awards falling under the scope of IFRS 2. Refer to Note 20 of the Consolidated Financial

Statements for further detail on share-based payments.

The 2020 award was issued in December 2020 subject to shareholder approval at the 2021 AGM as referred to above. No expense was accrued

for this particular award during the reporting period.

During the year ended 31 December 2020, the Company settled the 2016 award obligation by issuing the respective gross share entitlement to

each member of the Management Board. In total the Company issued and allotted 690,274 shares by way of settlement.

As at the date of this Report, there are no amounts set aside, needing to be set aside or accrued by the Company to provide pension, retirement

or similar benefits to any member of the Management Board.

Total basic and variable remuneration for the financial year

The total basic remuneration paid to all members of staff (including the Management Board members) during the year ended 31 December

2020 was £2.65 million (2019: £2.45 million). The total amount accrued for cash settled variable remuneration at 31 December 2020 was

£1.64 million. The total variable remuneration paid in cash in 2020 relating to the financial year ended 31 December 2019 was £1.53 million

(2019: £1.43 million).

Payments made to former Directors and payments forloss of office during the year

No payments for loss of office and no payments to any former Management Board member were made in the year.

Single total figure table – Supervisory Board

The Supervisory Board members are the Company’s independent Non-Executive Directors and are paid a fixed quarterly fee. The Remuneration

Committee consider the Non-Executive Directors’ fees annually within the approved maximum aggregate remuneration cap as approved by

the Company’s shareholders. No member of the Supervisory Board is entitled to vote on his or her own individual remuneration. Supervisory

Board members are not entitled to any other fees, pension payments, incentive plans, performance-related payments or any other form of

compensation; with the exception of ex gratia fees that are considered in the event of an exceptional and substantial increase in the

members’ workload.

Single total figure of remuneration – Supervisory Board

The table below outlines the fees paid in Sterling to each of the Supervisory Board members in 2020 and 2019.

Colin Maltby

Sarah Whitney

Howard Myles

Jutta af Rosenborg

       

Base £37,917 £65,000 £53,333 £30,000 £45,000 £45,000 £45,000 £45,000

Senior Non-Executive Director – – – – £5,000 £5,000 – –

Committee Chair – – – – £2,500 – £5,000 £5,000

Other – additional fees

– £5,000 £5,000 £5,000 £5,000 £5,000 £5,000 £5,000

Total £37,917 £70,000 £58,333 £35,000 £57,500 £55,000 £55,000 £55,000

1 In addition to the standard fees each of the sitting directors was entitled to ex gratia fees in 2019 and 2020 in relation to equity issues.

2 Colin Maltby stood down from the Supervisory Board on 31 July 2020.

3 Sarah Whitney was appointed as Chairman of the Board, effective from 31 July 2020.

4 Howard Myles was appointed as the Chairman of the Remuneration Committee on 3 July 2020.

Supervisory Board fees

Details of Supervisory Board fees are set out below.

Fees from  January



Fees from  January



Chairman £65,000 £65,000

Senior Independent Director

£55,000 £50,000

Audit Committee Chairman £50,000 £50,000

1 An additional fee of £5,000 is paid to the Chairman of the Remuneration Committee and is included in the above amount for 2020.

During the year, Deloitte LLP also carried out a review of the Supervisory Board fee structure. Following this review, it was decided to leave the

fees unchanged for 2021. Supervisory Board fees were last changed in 2017.

However, to accommodate the potential addition of a new Non-Executive Director to the Supervisory Board, it is proposed that an increase in

the maximum aggregate remuneration cap from £300,000 to £400,000 will be put, by way of resolution, to the Company’s shareholders at the

2021 AGM.

64 BBGI Global Infrastructure S.A.

Annual Report 2020

Share interests and statement of Directors’ shareholdings

Total Share Interests as at 31 December 2020

The interests of the Directors and their connected persons in the Company’s ordinary shares as at 31 December 2020 were as set out below.

Shares owned by Directors:

Number of Shares At  January 

At  December 

(or, if earlier, date of

stepping down

from the Board)

Management Board

Duncan Ball 430,679 548,490

Frank Schramm 418,080 500,000

Michael Denny 137,569 262,015

Supervisory Board

Sarah Whitney 25,000 39,000

Howard Myles – –

Jutta af Rosenborg – –

Colin Maltby

122,804 132,000

1 Colin Maltby retired from the Supervisory Board on 31 July 2020.

Awards under share plans:

Management Board Award

At  December





Granted in the year Vested in the year

Lapsed/

Forfeited in the year

At  December



Duncan Ball LTIP 1,499,863 574,165 (328,902) (49,742) 1,695,384

Frank Schramm LTIP 1,513,637 596,200 (301,160) (45,546) 1,763,131

Michael Denny LTIP 231,760 286,394 (60,212) – 457,942

1 Reflects maximum potential number of shares under all the awards granted, including the 2016 award which was settled in March 2020.

Shareholding guidelines:

The Committee has adopted a shareholding guideline for the Management Board, which requires a shareholding equivalent to 200 per cent

of salary (increased from 150 per cent of salary in 2020 for the Co-CEOs). Prior to adopting the shareholding guideline, the CFO had no

contractual shareholding requirement. Management Board members have until December 2021 to meet the minimum shareholding

requirements. The respective Management Board members achievement of this guideline at 31 December 2020 is summarised below:

Management Board

Shares counting towards the

guideline at  December 

Required shareholding to

achieve



Percentage of shareholding

requirement achieved

Duncan Ball 548,490 576,190 95.2%

Frank Schramm 500,000 576,190 86.8%

Michael Denny 262,015 375,000 69.9%

1 Two times the revised base salary with effect from 1 May 2020 divided by the share price on date revised terms were agreed. The minimum holding requirement is fixed for a

period of three years.

Post-employment shareholding requirements: From September 2020, Management Board members will be required to hold shares to the value

of 100 per cent of salary for a period of two years after leaving the Company.

Other information

Advisers

Deloitte LLP is retained to provide independent advice to the Committee as required. Deloitte is a member of the Remuneration Consultants

Group and, as such, voluntarily operated under the Code of Conduct in relation to executive remuneration consulting in the UK. Deloitte LLP

fees for providing remuneration advice to the Committee were £34k for the year ended 31 December 2020. The Committee assesses from time

to time whether this appointment remains appropriate or should be put out to tender and considers the Remuneration Consultants Group Code

of Conduct when considering this.

Remuneration at a Glance continued

65 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Consideration by the Directors of matters relating to

Directors’ remuneration

Committee responsibilities and composition

BBGI’s Remuneration Committee comprises three members

including Howard Myles, Sarah Whitney and Jutta af Rosenborg.

The Chairman of the Remuneration Committee is Howard Myles.

The Committee is responsible for ensuring that the remuneration of

the Management supports the delivery of BBGI’s strategic goals

without encouraging undesirable risk-taking behaviour. This is

achieved through the Committee approving all aspects of

Management Board remuneration, and monitoring pay arrangements

for the wider workforce.

There were four scheduled Committee meetings plus further

ad-hoc meetings during the year. During the year, all members of

the Committee were and remain independent, and represent a

broad range of backgrounds and experience to provide balance and

diversity.

The following parties may attend Committee meetings by invitation

during the year in relation to its consideration of matters relating to

Directors’ remuneration: Co-CEOs, CFO, Company Secretary and

Deloitte LLP. No Management Board member is involved in deciding

their own remuneration outcome and no attendee is present when

their own remuneration is being discussed.

Remuneration and AIFM law

In 2013, the European Securities and Markets Authority (‘ESMA’)

published its final guidelines on sound remuneration policies under

the AIFMD. These guidelines indicate that remuneration disclosures

may be made on a ‘proportional’ basis and acknowledge that the

application of proportionality may lead exceptionally to the

‘disapplication’ of some requirements, provided this is reconcilable

with the risk profile, risk appetite and strategy of the AIFM and the AIFs

it manages. According to the Guidelines, the different risk profiles and

characteristics among AIFMs justify a proportionate implementation

of the remuneration principles and, where a company chooses to

disapply requirements, it must be able to explain the rationale to a

competent authority. No such requirements were disapplied by the

Company during or in respect of 2020.

Employee remuneration

At BBGI, we provide development opportunities for our employees to

build their careers and enhance their skills. We encourage and

embrace employee diversity, equality and inclusion. We support and

invest in individuals to achieve their potential across the business.

Each of the remuneration components are combined to ensure an

appropriate and balanced remuneration package that reflects the

business units, job grade within the Company and professional activity,

as well as market practice.

Statement of implementation of Directors’ Remuneration Policy

for the financial year commencing 1 January 2021

Base salary and benefits

Management Board salaries were reviewed with effect from 1 May

2020 and are as follows:

Duncan Ball Co-CEO £484k

Frank Schramm Co-CEO £484k

Michael Denny CFO £315k

The next expected review will be in May 2021.

Annual bonus (STIP)

The maximum bonus opportunity for FY21 will remain at 150 per cent

of salary for the Co-CEOs and 150 per cent of salary for the CFO. The

target opportunity will be 50 per cent of maximum. One-third of any

bonus earned will be used to purchase shares to be held for a period of

three years.

The annual bonus will be subject to stretching financial and strategic

targets. The Committee considers the targets are commercially

sensitive and therefore they should remain confidential. However, the

Committee will disclose an overview of the bonus performance

measures and out-turns retrospectively in the 2021 Directors’

Remuneration Report.

LTIP

Subject to shareholder approval at the 2021 AGM, the current

intention of the Committee is to grant ongoing annual maximum LTIP

awards of 200 per cent of salary to the Co-CEOs and 150 per cent of

salary to the CFO, subject to stretching NAV Total Return targets.

Approval

This Report was approved by the Board on 24 March 2021 and signed

on its behalf by:

Howard Myles

Chairman of the Remuneration Committee

66 BBGI Global Infrastructure S.A.

Annual Report 2020

As part of their ongoing process of monitoring risk, and as required by

the AIC Code Principle N and Provision 36, the Directors have

considered the viability and prospects of the Company for a period

of the next ve years.

Whilst the average remaining life of the portfolio of assets is 20.4 years,

we continue to consider that ve years is an appropriate and acceptable

length of time in which to consider the risks of the Company continuing

in existence. In making this judgement, the Directors have considered

detailed information provided at Board meetings, including:

— The Company’s investment policy and the investment pipeline.

— The long-term and contractual nature of the Company’s

investments.

— Investment reviews.

— The Company’s risk profile and key risk indicators (including the

principal risks and uncertainties).

— Current relevant financial and economic information.

— Long-term economic assumptions.

— Scenario testing.

— Annual and semi-annual valuations.

This judgement forms part of the overall annual risk review process

carried out by the Company. Each of the principal risks and uncertainties

the Company faces, along with detailed descriptions of the areas and

factors of the risks as well as explanations of the processes by which the

Management and Supervisory Boards monitor, review and assess them,

can be found in the Risk section of this Annual Report.

The Company has put in place a robust risk and internal controls

framework with the objectives of reducing the likelihood and impact of

poor decision-making, risk-taking above agreed levels, and human error.

More about this framework can be found within the corresponding

section under the heading Committees of the Supervisory Board.

The Management and Supervisory Boards regularly review and assess

the principal risks facing the Company including and in particular those

that could threaten its business model, strategy, solvency, liquidity and

future performance. All risks identied are assessed based on (i)

probability or likelihood of occurrence, (ii) impact and (iii) mitigation

measures in place. They are then scored and ranked in accordance with

remaining residual risk and monitored on an ongoing basis by the

Management Board.

In addition to the risk management and the mitigation measures in place,

a valuation of each asset is carried out every six months at each of the

Company’s nancial half-year and year-ends (30 June and 31 December,

respectively). Such valuations are based on long-term discounted future

cash flows that are themselves predominantly based on long-term

contracts and other assumptions which together form a key part of the

overall viability assessment. Once complete, each portfolio valuation is

independently reviewed by an independent third-party valuer and is also

subject to audit/review by the Company’s External Auditor.

Viability Statement

A key part of the viability assessment is analysing how the Company’s

NAV will be impacted in stressed macro-economic scenarios. This

provides further insight into how the Company is likely to perform when

aected by variables and events that are inherently outside of the control

of the Management and Supervisory Boards and its risk management

framework. As part of this assessment, the Management Board

continues to consider the risk posed by Covid-19 and the impact it could

have on the Company and the performance of its underlying investment

portfolio. To date, the Company has not experienced any material

Covid-19 related operational or nancial impact.

A more detailed description of the valuations, assumptions and

stress-testing applied can be found in the Valuation section of the

Strategic Report.

Following the assessment, the Board has a reasonable expectation that

the Company will be able to continue in operation and meet all of its

liabilities as they fall due up to March 2026. This assessment is subject to

the following conditions: that the availability of sucient capital and

market liquidity continues to allow for the renancing/repayment of any

short-term recourse RCF obligations which may be due; and that the

Company’s investments are not materially aected by retrospective

changes to government policy, laws, regulations or other risks which are

currently not considered material or probable by the Company.

The Company is also subject to a biennial shareholder continuation vote,

the next of which is scheduled to take place at the forthcoming AGM of

shareholders scheduled to be held on 30 April 2021.

67 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

The Company’s approach to internal controls is risk based. The Company’s Risk Management Function which is performed by the Risk Manager

facilitates the Management Board’s responsibility to eectively govern and manage the Company’s approach to risk. The Company does not

operate in a risk-free environment. In an uncertain environment, proactive action is required to address risks in order to achieve the business and

investment objectives.

All material risks are identied, analysed, assessed, reported and managed. Risks to the Company are identied as early as possible so as to minimise

their impact and are classied according to the following risk types:

— Economic and Market risk

— Taxation risk

— Political risk

— Financial risk

— Operational risk

— Strategic risk

All identied risks are analysed during the risk reporting process to identify the range of possible impacts on the Company. A review is undertaken

to determine which risks are the material risks to pursue and respond to, and which risks require no further attention, thus arriving at a material risk

universe. The Risk Management Function performs a risk assessment to determine the likelihood that a predened event will occur and the impact

it would have. This includes an estimation of the levels of risks involved in a particular situation, their comparison against benchmarks or standards,

and determination of an acceptable level of risk.

ﬁ

Lorem ipsum

Risk Reporting Process

The Risk Profile is designed to assess material risks. For the material risks identified, the Company’s Risk Manager advises on the key risk

indicators to be included in the Risk Profile and suggests appropriate quantitative and qualitative limits to mitigate the potential impact of those

risks, which are discussed and approved by the Management Board before being formally included in the Risk Profile.

Below is a list of material risks related to the reporting period, as identified by the Risk Management Function, and validated by the Management

Board. The inherent risk has been assessed and relevant mitigating factors been applied, to arrive at a remaining residual risk, which has been

deemed acceptable by the Management Board. The risks to which the Company is exposed have not materially changed since those set out in

detail in the 28 August 2020 Interim Report.

Risk

68 BBGI Global Infrastructure S.A.

Annual Report 2020

Economic and Market Risks

Risk description Risk mitigation

Foreign Exchange A signicant proportion of the Company’s underlying

investments - 70 per cent of portfolio value at 31 December

2020 - are denominated in currencies other than Sterling.

The Company maintains its nancial statements, prepares the

valuation and pays distributions in Sterling.

There is a risk that fluctuations in exchange rates between

Sterling and the relevant local currencies will adversely

aect the value of the Company’s underlying investments,

the distributions and the ultimate rate of return realised

by investors.

Currency-hedging arrangements in respect of the non-Sterling portfolio distributions

denominated in Australian Dollars, Canadian Dollars, Norwegian Kroner and US Dollars

are in place for a period of four years, on a rolling basis, in order to mitigate some of

this risk.

In addition to cash flow hedging, our strategy is also to hedge a portion of the

non-Sterling, non-Euro portfolio to reduce NAV sensitivity to approximately

3 per cent for a 10 per cent adverse FX movement.

Euro-denominated fund running costs provide a natural hedge against the

Euro-denominated portfolio distributions.

Furthermore, the ability to draw on the RCF in the currency of the underlying asset

distributions provides an additional hedging possibility.

BBGI has investments in ve currencies other than Sterling, so there is some natural

diversication amongst the underlying currencies.

Refer to the sensitivity analysis in the Valuation section of the 2020 Annual Report in

relation to foreign exchange rates.

Interest and

deposit rates

The Company’s performance may be adversely aected by

changes in interest rates. BBGI has an exposure to interest

rates through borrowings under the RCF, debt at the Portfolio

Company level and cash deposits.

The Portfolio Companies typically have some cash reserves

and deposits. From a nancial modelling perspective, an

assumption is usually made that the deposits can be placed at

a forecast rate that varies depending on country and historical

long-term averages. The eect on investment returns if

deposit rates exceed or fall below the projections for this

long-term rate is dependent on the amount of deposits.

The Portfolio Companies have sought to hedge substantially all of their floating rate

interest liabilities against changes in underlying interest rates with interest rate swaps.

At the Group level, BBGI maintains deposits at low levels with the Company only raising

capital when there is a clear strategy for the deployment of proceeds.

Refer to the sensitivity analysis in the Valuation section of the 2020 Annual Report

inrelation to deposit rates of the Portfolio Companies.

Inflation The Company’s performance may be adversely or positively

aected by lower or higher than expected inflation and

prolonged periods of deflation could result in defaults under

loan arrangements in Portfolio Companies.

The revenues and expenditure of Portfolio Companies

developed under availability-based schemes are often partly

or wholly subject to indexation. From a nancial modelling

perspective, an assumption is usually made that inflation will

increase at an assumed rate (which may vary depending on

country). The eect on investment returns if inflation exceeds

or falls below the projections for this rate is typically

dependent on the nature of the underlying asset earnings,

the extent to which the Portfolio Company’s costs are

aected by inflation and any unitary charge indexation

provisions agreed with the client on any investment.

Portfolio Companies typically mitigate this risk to some extent by seeking to match the

indexation of the revenues to the indexation of the operational cost.

The Company and the service providers for the underlying Portfolio Companies

continually monitor any potential or actual changes.

Refer to the sensitivity analysis in the Valuation section of the 2020 Annual Report

inrelation to inflation rates of the Portfolio Companies.

Volatility of

discount rates

The Company uses a discounted cash flow methodology to

value its portfolio of investments. Higher discount rates may

have a negative impact on valuation while lower rates may

have a positive impact.

BBGI uses a market-based evaluation to determine a base discount rate for steady-

state, operational availability-based investments and the Company uses its judgement

in arriving at the appropriate discount rate. Adjustments may then be applied to the

base rate to reflect variances from the average benchmark when determining the

investment-specic adjustments. Changes in market rates of interest (including

government bond yields) may among other factors impact the discount rate used to

value the Company’s future projected cash flows and thus its valuation. The NAV is

sensitivity tested periodically for changes in discount rates.

Refer to the sensitivity analysis in the Valuation section of the 2020 Annual Report

inrelation to discount rates of the Portfolio Companies.

Risk continued

69 BBGI Global Infrastructure S.A.

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Economic and Market Risks continued

Risk description Risk mitigation

Covid-19 Since the outbreak of Covid-19 in December 2019, it was

declared a global pandemic by the World Health

Organization (WHO).

As a result, there has been materially increased market

volatility and macro-economic uncertainty, prompting

several monetary and scal policy interventions to manage

what has become a severe global economic shock.

Due to a period of likely prolonged macro-economic

uncertainty, the ultimate long-term impact of Covid-19

remains unclear.

Near-term, the operations of Portfolio Companies could

potentially be impacted due to supply-chain disruptions.

The Company’s portfolio is 99.5 per cent operational and relies on availability-based

revenues. At the time of producing this Annual Report, there was no evidence to

suggest of material disruption to the Company and nancial performance is not

expected to be materially aected. However, there is naturally signicant uncertainty

around how the pandemic will evolve and therefore it is dicult to foresee all

consequences or disruptions potentially arising from the pandemic.

The timing of potential equity issuances may be impacted, but this will not likely restrict

the Company’s access to capital in the medium-term. The Group has a four-year GBP

180 million RCF, with a further GBP 70 million incremental uncommitted accordion

tranche. As at 31 December 2020, the Group had utilised GBP 1 million of the facility.

Global travel restrictions imposed in response to the pandemic have meant that

meetings of the Company’s Supervisory Board, Management Board and the various

Committees have been held via video conference. Notwithstanding this, the general

consensus among the respective Board members was that the technology deployed

ensured that all virtual meetings held during 2020 continued to be eective. It is

expected that meetings will continue to be held by way of video conferencing for as long

as such travel restrictions remain in place.

As an active asset manager, the Company continues to be in close dialogue with its

facilities managers and operators. At the time of producing this Report there were no

indications from any contractor that they would not be able to continue to deliver

contracted services to the respective Portfolio Companies.

The Company does not foresee any material impact on its own workforce, given the

already decentralised nature of the Management Board, asset management teams and

our internal infrastructure (e.g. information technology), as well as the Company‘s

inherent flexibility to work from remote locations. The impact of global travel restrictions

does mean that personal engagement with the Company’s public sector clients will be

more limited, although this is mitigated through remote communication.

Taxation Risks

Risk description Risk mitigation

Changes to tax

legislation,

treaties and rates

There is a continued risk that enacted changes in tax law, tax

rates and global tax initiatives including the OECD’s

recommendation in relation to Base Erosion and Prot

Shifting could have an adverse eect on the Group’s cash

flows thereby reducing the returns to investors.

Furthermore, there is a risk that governments may seek

to increase corporate tax rates in a response to the

Covid-19 crisis.

Certain risks, such as changes to corporation tax rates (including those due to scal

constraints), cannot be prevented or mitigated. BBGI values its Portfolio Companies

based on enacted tax rates. Management works closely with the Group’s global tax

advisers and are briefed periodically on relevant tax developments.

BBGI has a globally diversied portfolio of assets, thereby reducing the tax

concentration risk of any one country.

Refer to the sensitivity analysis in the Valuation section of the 2020 Annual Report.

70 BBGI Global Infrastructure S.A.

Annual Report 2020

Political Risks

Risk description Risk mitigation

Change in law/

regulation

Dierent laws and regulations apply within the countries

where the Company and the Portfolio Companies are

located. There is a risk that changes in laws may have an

adverse eect on the performance of the underlying

investment that in turn will aect the cash flows derived from

the investments and/or the valuation of the investments.

The Management Board seeks regular briengs from its legal and tax advisers to stay

abreast of impending or possible changes in law.

Change in law provisions are included in some contracts, thus providing

further mitigation.

BBGI has a globally diversied portfolio of assets, thereby reducing the Group’s

exposure to changes in any one country.

Brexit The Company is incorporated in Luxembourg and is listed on

the London Stock Exchange, raising questions around the

continuity of listing and marketing in the UK.

The UK’s departure from the EU also poses a risk to

performance of the wider UK economy, which may

adversely impact the performance of certain infrastructure

asset classes.

The UK Temporary Permissions Regime

As part of the UK’s preparations for Brexit, the UK Government established a temporary

permissions regime (‘TPR’) enabling European Economic Area (‘EEA’) AIFs with EEA

AIFMs passporting into the UK at the end of the transition period to continue to access

the UK market in the same manner as before the transition period ended for a limited

period of time.

BBGI has made the necessary notication to the FCA (and the CSSF) under the TPR of

its intention and as a result has temporary permission to be marketed in the UK.

To continue marketing the Company in the UK after the end of the TPR, the Company

must notify under the UK national private placement regime and will be directed by the

FCA to make this notication within two years from the end of the transition period.

Regarding portfolio performance, while the long-term economic outcome of the UK’s

departure from the EU will remain uncertain for some time, BBGI’s portfolio cash flows

are availability-based and, unlike demand-based assets, are not sensitive to the

performance of the wider economic environment.

Voluntary

Termination Risk

There remains a risk that public sector clients of portfolio

companies choose to exercise their right to voluntarily

terminate the contracts. In case of such a voluntary

termination, the public sector is typically contractually

obliged to pay compensation amounts on termination to both

the equity holders and the debt providers and - depending on

the circumstances - to other parties. While the provisions vary

between contracts, they generally ensure that the investor is

paid either market value for the equity interests or a value to

achieve the originally projected IRR, and in these cases, where

the compensation amount is materially less than current

valuation levels, the Company would suer a loss.

We remain unconvinced by the practicalities of terminating the contracts given the

complexities involved and the overall compensation that would currently be required to

terminate these contracts. The Management Board believes there are several mitigants

or deterrents to the risk of voluntary termination of contracts:

— Most transactions were agreed at a time when interest rates were signicantly

higher than currently. As interest rates have fallen, swaps have become ‘out of the

money’ for the Portfolio Companies, so any public body wishing to terminate a

contract in the current interest environment would need to cover the cost of the

swap breakage fee.

— The Portfolio Company equity investors would typically also need to be (at least

partially) compensated, often requiring a compensation payment, as well as the

public sector being required to budget for the ongoing provision of the service.

Financial Risks

Risk description Risk mitigation

Valuation The most signicant risk of material misstatement in the

Company’s nancial statements continues to be the fair

valuation of the investment portfolio, the discount rates

applied and the key assumptions when valuing

these investments.

There is a risk that errors may be made in the assumptions,

calculations or methodology used in a periodic valuation

process.

Financial models, either for the Group or the underlying

Portfolio Companies, may contain errors, or incorrect inputs,

resulting in inaccurate projections of the distributions. These

could adversely impact the valuation on individual

investments and the overall assessment of the Company’s

nancial position.

The Company’s portfolio value is prepared semi-annually by an experienced internal

team, overseen by the Management Board. The valuation is then reviewed by an

independent, third-party valuer, and nally reviewed and audited by the

Company’s auditor.

All key assumptions used in the valuation process are subject to sensitivity testing.

However, sensitivity testing has its limitations. It cannot provide a comprehensive

assessment of all of the risks and should be treated accordingly.

Risk continued

71 BBGI Global Infrastructure S.A.

Annual Report 2020

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Financial Risks continued

Risk description Risk mitigation

Poor investment

selection

There is a risk that errors may be made in the assumptions,

calculations or methodology during the acquisition due

diligence process. In such circumstances, the gures and/or

the returns generated by the Portfolio Company may be

lower to those estimated or projected.

BBGI has developed a robust asset acquisition due diligence process. Typical due

diligence includes model audit or review, legal, tax, technical, ESG, anti-money

laundering and insurance reviews.

Operational Risks

Risk description Risk mitigation

Construction

defects

The budget, and therefore the risk, of certain key operational

costs in relation to construction defects lies with the Portfolio

Company. There is a risk that the budget to rectify defects

could prove to be insucient.

In general, Portfolio Companies are able to submit claims against construction

subcontractors when it comes to defects in the design, construction or commissioning

of project assets. This right to claim applies for a pre-determined period of time

following the completion of construction (the ‘statutory limitations period’) and this

may dier between jurisdictions. If disputes were to arise, an arbitration or court process

may be used. At the point that the statutory limitations period has ended, the risk of

remediation of construction defects which are identied after this point typically falls to

the Portfolio Company itself and is the risk of the Portfolio Company. In addition, there

may be other situations, for example where a subcontractor becomes insolvent, and

may no longer be able to full its obligations to correct these defects.

Lifecycle risk/

Operational cost

During the life of an investment, components of the assets

(such as asphalt or concrete in the case of roads and elevators,

or roofs and air handling plants in the case of buildings) are

likely to need to be replaced or undergo a major

refurbishment. There is a risk that the actual cost of

replacement or refurbishment will be greater than the

forecast cost, or that the timing of the intervention may be

earlier than forecast.

There is the general risk that costs are higher than budgeted.

This typically relates to insurance cost and management

service contracts.

Of the 50 assets in the BBGI portfolio, 17 Portfolio Companies retain the lifecycle

obligations. The remaining 33 assets have this obligation passed down to

the subcontractor.

The timing and costs of such replacements or refurbishments is forecast, modelled and

provided for by each Portfolio Company based upon technical advisers to assist in such

forecasting of lifecycle timings, scope of work and costs.

Refer to the sensitivity analysis in the Valuation section of the 2020 Annual Report

inrelation to lifecycle costs.

As part of the acquisition due diligence the budgeted cost are reviewed and assessed if

they are adequate.

In the case of insurance cost, this risk of increasing premiums is on the majority of

investments taken by the public sector or mitigated by a contractual premium

risk-sharing mechanism.

Subcontractor

performance or

credit risk

(construction

contractors,

facility managers,

operation and

maintenance

contractors)

The risk of a subcontractor service failure, poor performance

or subcontractor insolvency which is suciently serious to

cause a Portfolio Company to terminate or to be required by

the client or lenders to terminate a subcontract. There may be

a loss of revenue during the time taken to nd a replacement

subcontractor. Furthermore, the replacement subcontractor

may levy a surcharge to assume the subcontract or charge

more to provide the services.

For assets under construction, there are a number of mitigants and steps taken to

manage this risk:

— In the case of a construction joint venture consisting of two or more counterparties,

these are typically jointly and severally liable, meaning if one party fails, the other is

obligated to take over the obligations.

— A contractor replacement analysis is performed as part of the initial investment

due diligence.

— The construction subcontractors are typically required by lenders to provide a

robust security package often consisting of letters of credit, Parent Company

guarantees and performance bonding.

The latter two mitigants are in place for investments once they become operational.

Other mitigants during operations include:

— Periodic benchmarking of dened facility services on some investments.

— Diversied group of subcontractors with no substantial concentration risk.

— Ongoing subcontractor monitoring.

72 BBGI Global Infrastructure S.A.

Annual Report 2020

Operational Risks continued

Risk descrition Risk mitigation

Cyber security

attack

A breach of data security could occur by accident or as a result

of an external cyber-attack. A cyber-attack could aect the IT

systems of BBGI or a Portfolio Company, causing theft or loss

of data, or damage to the infrastructure’s control systems and

equipment.

The threat of cyber-attack has meant that businesses can no

longer aord to be reactive. A cyber-attack could not only

aect BBGI’s reputation but could also aect the Group

legally, nancially and operationally.

The risk of cybercrime has increased during the pandemic

with cyber criminals looking to exploit the vulnerabilities

caused by many people working from home. The Company

therefore needs to remain vigilant to this risk.

BBGI has taken a number of measures to reduce the risk of a cyber-attack, some of

which are outlined below.

The Company has outsourced the hosting of its IT platform to an industry specialist. In

doing so, BBGI obtains the benet of having access to IT security experts, with the

platform being monitored by an advanced IT security system, something that might not

be cost eective if the Company’s IT infrastructure was maintained onsite.

BBGI engages an external expert to carry out an annual intrusion test on the IT platform

in order to identify and patch any vulnerabilities that might be identied.

Business continuity tests are performed regularly, disaster recovery tests are performed

annually, and all sta undergo cyber security training.

Portfolio Companies typically operate through a subcontracted management

structure, and tend not to have their own IT systems and rely on the management

service provider. Data is normally backed up and the risk, should data be corrupted or

stolen, is considered low.

Strategic Risks

Risk description Risk mitigation

Premium/discount

to NAV

The risk of share price volatility or trading at a discount to NAV

leading to shareholder dissatisfaction.

To assist the Company in managing any share price premiums or discounts to NAV, the

Company has the ability to make market purchases of up to 14.99 per cent per annum of

the ordinary shares in issue.

In addition, a continuation vote is oered to shareholders every two years, the next of

which will be proposed at the Company’s AGM on 30 April 2021.

Furthermore, the Management Board meets regularly with shareholders and receives

regular briengs from the Company’s brokers to manage investor relations.

Access to capital There is a risk that a disruption to the equity markets could

lead to an inability to raise new capital. Such a disruption could

limit the Company’s ability to grow and its ability to repay debt

drawn under its RCF. To the extent that the Company does

not have cash reserves pending investment, the Company

expects to bridge nance further investments by way of the

credit facility. Although the Company has had a credit facility

in place since July 2012 (which has been subsequently

renanced), there can be no guarantee that this will always

be the case or that it will be able to issue further shares in

the market.

The need to issue new equity capital primarily relates to the repayment of drawings

under the RCF in connection with the acquisition of new investments.

The Board and its Corporate Brokers regularly assess market sentiment.

Furthermore, the Board can consider renancing the RCF to extend its maturity and

reduce the near-term requirement to repay drawings, though it is not the Company’s

intention to be drawn for substantial periods of time.

The Company’s RCF expires in January 2022.

Climate risk Climate risks can aect BBGI in a multitude of ways. The

political uncertainty inherent in regulation may lead to a wide

range of potential outcomes. Direct physical climate impacts

may be a signicant risk for BBGI in the medium to long-term.

Climate-change-related threats such as extreme weather

events, lost productivity and eects on physical infrastructure

from longer-term shifts in climate patterns. Failure of the

Company to transition to a low carbon economy may also

alienate certain investors and reduce access to capital.

Events arising from adverse climate change are typically mitigated through insurance

coverage, pass-down to subcontractors, and public sector client relief events. However,

in severe cases adverse climate change events could lead to early termination of

concession agreements and compensation payments which are lower than the

valuation of an investment.

BBGI has established an ESG Committee which provides oversight to this risk and has

begun implementing a climate-resilient infrastructure screening tool which will assess

the risks and opportunities relating to climate change associated with each Portfolio

Company. BBGI engages with each infrastructure investment to influence the

increased disclosures of climate-related risks to enable the Company to assess

climate-related risks across the investment portfolio.

Risk continued

73 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

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COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

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REPORT

Incorporation and administration

The ordinary shares were created in accordance with Luxembourg law

and conform to the regulations made thereunder, have all necessary

statutory and other consents, and are duly authorised according to, and

operate in conformity with, the Articles.

Articles of Association

The Articles were originally approved and formalised before a

Luxembourg notary public on 24 November 2011. The Articles are led

with the Luxembourg Registre de Commerce et des Sociétés and are

published in the Mémorial. The Articles may be amended in accordance

with the rules set out in article 32 of the Articles.

A copy of the current Articles, which were most recently amended by

shareholder approval on 30 November 2020, is available for inspection

on the Company’s website https://www.bb-gi.com/investors/policies/

articles-of-association/.

Administration

74 BBGI Global Infrastructure S.A.

Annual Report 2020

Audit Committee Report

I am pleased to present the Audit Committee’s (the ‘Committee’)

report to shareholders on its activities in respect of the year ended

31 December 2020. The Committee has been operating throughout

the year in line with its terms of reference.

Composition of the Committee

Each of the three Independent Non-Executive Directors is a member

of the Committee, which is chaired by me, and our biographies can be

found in the Corporate Governance section of this Annual Report.

The Supervisory Board considers that at least one Committee

member has recent and relevant financial experience for the

Committee to discharge its functions effectively. Due to the size of

the Supervisory Board, its Chairman, Sarah Whitney, is also a member

of the Committee.

Colin Maltby stepped down as a member of the Committee on

31 July 2020.

Responsibilities

The Committee’s terms of reference include all matters indicated by

the Disclosure and Transparency Rule 7.1 and the AIC Code. The terms

of reference are reviewed at each formally scheduled meeting by the

Committee and any changes are then referred to the Supervisory

Board for approval. A copy of the terms of reference is available on the

Company website.

The Committee’s main responsibilities are as follows:

— Providing advice to the Supervisory Board on whether the Group’s

Annual and Interim Reports and Financial Statements, taken as a

whole, are fair, balanced and understandable and provide the

information necessary for shareholders to assess the Company’s

position and performance, business model and strategy.

— Monitoring the integrity of the financial statements of the Group

and any formal announcements relating to the Group’s financial

performance, and reviewing significant financial reporting

judgements contained therein.

— Reviewing the Group’s internal financial controls including

consistency of accounting policies and practices on a year-to-year

basis, and, unless expressly addressed by the Supervisory Board

itself, the Group’s internal control and risk management systems,

including reviewing the Internal Auditors annual regulatory report.

— Monitoring and reviewing the effectiveness of the Company’s

internal audit function, including the appointment and removal of

the third-party service provider and reviewing and approving the

tri-annual internal audit plan.

— Making recommendations to the Supervisory Board for

resolutions to be put to shareholders for approval at the AGM on

the appointment, re-appointment and removal of the External

Auditor, and for approval of their associated remuneration and

terms of engagement.

— Reviewing and monitoring the External Auditor’s independence

and objectivity and the effectiveness of the audit process, taking

into consideration relevant UK and Luxembourg professional and

regulatory requirements.

— Developing and implementing a policy on the engagement of the

External Auditor to supply non-audit services, considering

relevant guidance and legislation regarding the provision of

non-audit services by the external audit firm.

— Reviewing the Company’s procedures for detecting and reporting

any wrongdoing in financial reporting, fraud, bribery and other

matters, including arrangements for employees and contractors to

do so in confidence via BBGI’s whistle-blower hotline.

— Reviewing the Group’s Annual and Interim Reports and Financial

Statements.

2020 overview

The Committee met four times in the year to 31 December 2020 and

member attendance can be found within the Corporate Governance

section of this Annual Report, under the heading ‘Committees of the

Supervisory Board’. At these meetings, the Committee considered,

inter alia:

— The Committee’s terms of reference.

— The 2019 Annual and 2020 Interim Reports and Financial

Statements.

— The valuation reports in respect of the Company’s investments.

— The Reports of the External Auditor.

— The External Auditor’s terms of appointment and remuneration

(including overseeing the independence of the Auditor,

particularly as it relates to the provision of non-audit services).

— Review and approval of the External Auditor’s plan for the

following financial year and the key business risks relevant to

the audit.

— The conducting of a transparent market tender process during

2021 in accordance with the mandatory external audit firm rotation

requirements per EU audit legislation as transposed into

National law.

— The appropriateness of the Group’s accounting policies.

— New IFRS reporting standards, Amendments to IFRS 3:

‘Definitions of Business’ and Amendments to IAS 1 and IAS 8:

‘Definition of Material’, as well as the impact, if any, that new IFRS

reporting standards might have on Group financial reporting.

— The non-financial impact of Covid-19 and in particular the

effectiveness of the Company’s BCP, the controls in place to

mitigate the increased cyber threat and the impact that remote

working, if any, was having on employees.

— The Company’s Risk Profile and Key Risk Indicators.

— The Company’s approach to managing the risks associated with

the Covid-19 pandemic and associated market communication.

— The adequacy of the internal control systems and standards

including feedback on the revised controls implemented as part of

the 2019 18/698 gap analysis.

— The 2019 Internal Auditor’s Annual Report and the 2020-2022

triennial internal audit plan.

75 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Covid-19

The emergence of the Covid-19 pandemic was inevitably a key area of

focus for the Audit Committee during the reporting period. While the

Committee continued to be briefed by members of the Management

Board on financial matters, a key focus of the briefings during the year

was in respect of non-financial matters. Management periodically

briefed the Committee on the effectiveness of the Company’s internal

controls on mitigating the risks posed by the pandemic when the vast

majority of staff were working from home for prolonged periods of time.

The Committee was also briefed on training programmes which were

rolled out in order to further mitigate specific risks either resulting from,

or augmented by Covid-19, such as the annual Cyber Awareness

training and the Anti Money Laundering training programmes.

The Committee is satisfied that staff appear to have adapted

particularly well to the remote working solution and that the

Company’s BCP operated very effectively during the year with

minimum disruption to the effectiveness and implementation of the

internal control framework.

Significant risks considered

During the year under review, the Committee held discussions with

each of the Management Board, the External Auditor and the Internal

Auditor. Once again, the Committee concluded from these

discussions that the most significant risk of material misstatement in

the Company’s financial statements continues to be the fair valuation

of the investment portfolio which makes up 97.8 per cent of the

Company’s NAV at 31 December 2020. The valuation of the

Company’s portfolio of assets requires significant judgement. The

Management Board carries out a fair market valuation of the

investments every six months at 30 June and 31 December

respectively, which is then reviewed by an independent third-party

valuer, after which it is presented to the Supervisory Board.

The External Auditor was invited to attend the Committee meetings at

which the Annual and Interim Financial Statements were considered in

order to present the conclusion of its work, which included a review of

the adequacy of the valuation. The External Auditor, including the

External Auditor’s valuation specialist, delivered a review of the

Company’s Annual and Interim Financial Statements, paying particular

attention to the portfolio valuation, discount rates applied, and key

assumptions used in deriving the fair valuation of the investments.

Furthermore, the External Auditor briefed the Audit Committee on

the outcome of their controls testing and the audit procedures

performed. This risk of material misstatement is therefore carefully

considered when the Committee reviews the Company’s annual and

interim financial statements.

The Management Board members were available during the

Committee review process to provide detailed explanations of

the rationale used for the valuation of investments and the

assumptions applied.

Subsequent to the valuation and ensuing reviews, the Committee

concluded that the valuation process of the Company’s investments

for the year ended 31 December 2020 had been properly carried out

and the investments fairly valued.

Over the year the Committee considered the UK’s exit from the

European Union and in particular the risk it could pose to the

Company’s listing on the London Stock Exchange (‘LSE’). The

Committee obtained sufficient comfort that appropriate plans were

in place to ensure continuity of listing post the end of the Brexit

transition period.

Non-Audit Services

The Committee considered the extent of non-audit services (‘NAS’)

provided by the External Auditor. To the extent that the NAS are not

prohibited, the Committee will continue to review and, where

appropriate, approve NAS engagements performed by the External

Auditor on controlled subsidiaries. As a general principle the Company

will not look to retain the services of the External Auditor for NAS

unless there is a specific justification for doing so, for example legacy

knowledge whereby the appointment of another adviser would

potentially be sub optimal to the business. There were no NAS

provided by the External Auditor the to the Group during 2020.

Audit Tender

In accordance with the European Audit Reform, KPMG would conduct

its last audit under its current ten-year tenure as external auditor in

respect of the financial year ending 31 December 2021. In November

2020, the Company announced its intention to conduct an audit

tender with a view to selecting a firm to audit the Company’s

consolidated IFRS financial statements starting for the fiscal period

beginning 1 January 2022.

The Tender was initiated in compliance with European Audit Reform as

adopted by the EU legislators in 2014 and with Luxembourg law on

23 July 2016 on the audit profession (‘Law n°6929’) which requires

Public Interest Entities to put their statutory audit engagement out to

tender at least every ten years.

The Tender process is being led by the Audit Committee in

consultation with the Management Board.

The request for proposal for the tender was issued during the last

quarter of 2020 with the tender process to be conducted during the

first half of 2021.

Appointment of External Auditor

As stated above in the ‘2020 overview’, the Committee annually

reviews the performance of KPMG Luxembourg, Société coopérative

(‘KPMG’), the Company’s External Auditor. In doing so, we consider a

range of factors including the quality of service, specialist expertise

and the level of audit fee. Following that review, the Committee

remains satisfied with KPMG’s effectiveness. There are no contractual

obligations restricting the choice of External Auditor. The

reappointment of the External Auditor is subject to shareholder

approval at the Annual General Meeting.

As a result of its work during the period, the Committee concludes

that it has acted in accordance with its terms of reference and has

ensured the independence and objectivity of the External Auditor.

The Committee has recommended to the Board to re-appoint KPMG

Luxembourg, Société coopérative as the Group’s External Auditor.

On behalf of the Audit Committee

Jutta af Rosenborg

Chairman of the Audit Committee

24 March 2021

76 BBGI Global Infrastructure S.A.

Annual Report 2020

The Management Board of the Company is responsible for ensuring proper preparation of the Company’s Annual Report and nancial statements

for each nancial period in accordance with applicable laws and regulations, which require it to:

i) Give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group as of and at the end of the financial period,

in accordance with International Financial Reporting Standards as adopted by the European Union and the Listing Rules.

ii) Give a true and fair view of the development and performance of the business and the position of the Group.

iii) Give a true and fair description of the principal risks and uncertainties the Group may encounter and put in place an appropriate control

framework designed to meet the Group’s particular needs and the risks to which it is exposed.

In addition, the Management Board is responsible for ensuring that the Company complies with applicable company law and other UK or

Luxembourg applicable laws and regulations.

In preparing such Financial Statements, the Management Board is responsible for:

— Selecting suitable accounting policies and applying them consistently.

— Making judgements and estimates that are reasonable and prudent.

— Stating whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the

financial statements.

— Preparing the financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business.

— Maintaining proper accounting records which disclose with reasonable accuracy the financial position of the Group and enable it to ensure

that the financial statements comply with all relevant regulations.

— Safeguarding the assets of the Group and taking reasonable steps for the prevention and detection of fraud and other irregularities.

Management Board Responsibilities Statement

We conrm that to the best of our knowledge:

— The financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view

of the assets, liabilities, financial position and profit or loss of the Company and Group included in the consolidation as a whole.

— The Chairman’s Statement and the Report of the Management Board (‘Strategic Report’) include a fair review of the development and

performance of the business and the position of the Company and Group included in the consolidation taken as a whole, together with

a description of the principal risks and uncertainties that it faces.

Luxembourg, 24 March 2021

Duncan Ball

Co-CEO

Frank Schramm

Co-CEO

Michael Denny

CFO

Management Board Responsibilities Statement

77 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

Report on the Audit of the Consolidated Financial Statements

To the Shareholders of

BBGI Global Infrastructure S.A. (formerly BBGI SICAV S.A.)

6E, route de Trèves

L-2633 Senningerberg

Luxembourg

Report of the reviseur d’entreprises agréé

Opinion

We have audited the consolidated financial statements of BBGI Global Infrastructure S.A. (formerly BBGI SICAV S.A.) and its subsidiaries

(the“Group”), which comprise the consolidated statement of financial position as at 31 December 2020, and the consolidated income

statement, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement

ofcash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group

as at 31 December 2020 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with

International Financial Reporting Standards (“IFRSs”) as adopted by European Union.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International

Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our

responsibilities under the Law of 23 July 2016 and ISAs are further described in the « Responsibilities of “réviseur d’entreprises agréé” for the

audit of the consolidated financial statements » section of our report. We are also independent of the Group in accordance with the International

Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF

together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical

responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial

statements of the current year. These matters were addressed in the context of the audit of the consolidated financial statements as a whole,

andin forming our opinion thereon, and we do not provide a separate opinion on these matters.

Investments at Fair Value through Profit or Loss

a) Why the matter was considered to be one of most significance in our audit of the consolidated financial statements of the current period

We refer to the accounting policy “Investments at FVPL” and to Note 9 in the consolidated financial statements. Over 97% of the Group’s

assetsare infrastructure assets that have been developed predominantly under the PPP/PFI or similar procurement models (“Infrastructure

Investments”), held at fair value through profit or loss. The valuation of infrastructure investments is a significant judgement area resulting

froma number of assumptions in the financial models. The valuation is inherently subjective due to the absence of a liquid market for these

investments. The complexity of this methodology as well as assumptions taken in the financial models mean that there is a risk that the fair value

of these investments may not be appropriate. The key assumptions used by the Management Board are among others in respect of discount

rates and components of budgets used being part of long term forecast cash flows. In addition, the Management Board also used assumptions

such as inflation, deposit interest and tax rates that have an impact on the long term forecast cash flows.

The significance of the estimates and judgements involved, coupled with the fact that a small percentage difference in the key assumptions in

individual infrastructure investment valuations, when aggregated, could result in a material misstatement on the consolidated income statement

and consolidated statement of financial position, warrants specific audit focus in this area.

b) How the matter was addressed in our audit

Our audit procedures over the valuation of investments at fair value through profit or loss included, but were not limited to the following:

— We tested the design, implementation and effectiveness of the controls around the determination and monitoring of the discounted cash

flows and the determination and monitoring of related key macroeconomic assumptions;

— We used our own valuation specialists and their market knowledge to perform the following procedures:

B  We considered and commented the approach and methodology documented by Management Board used in BBGI’s Valuation Report

against International Private Equity and Venture Capital Valuation Guidelines;

78 BBGI Global Infrastructure S.A.

Annual Report 2020

Report on the Audit of the Consolidated Financial Statements continued

Key Audit Matters (continued)

Investments at Fair Value through Profit or Loss (continued)

b) How the matter was addressed in our audit (continued)

B We obtained market benchmarks for discount rates from public and private sources. We considered the discount rates applied in BBGI’s

Valuation Report against market benchmarks in the light of market, project, sector and country issues;

B We performed research on key assumptions and commented and compared those against the assumptions applied in BBGI’s Valuation

Report;

B We reviewed the results of the sensitivity analysis on key assumptions taken by Management;

B  We challenged and determined the appropriateness of the Management Board’s assumptions used for the valuation of a sample

ofInfrastructure Investments applying following procedures:

— We agreed the underlying shareholder cash flows inputs (such as dividends, subordinated debt interest and principal repayment

anddirector’s fees) from the underlying project model to the Group’s valuation model;

— We considered if the methodology for assessing fair value has been applied consistently across the assets;

— We read the latest board minutes, board packages and other supporting documents and information in respect of the sampled

investments and raised Q&A comments to challenge the inputs in the valuation;

— We reviewed the Valuation Report prepared by the Management Board and assessed whether the valuation inputs and results are consistent

with our other audit procedures performed as part of our audit of the consolidated financial statements;

— We obtained and reviewed the valuation review opinion issued by the independent third party valuation expert engaged by the Group,

inconnection with the appropriateness of the portfolio value prepared by the Management Board; and

— We tested the design, implementation and effectiveness of the management review controls over the valuation process.

Other Information

The Management Board is responsible for the other information. The other information comprises the information stated in the annual report

but does not include the consolidated financial statements and our report of “réviseur d’entreprises agréé” thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit

orotherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement

ofthis other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Management Board for the Consolidated Financial Statements

The Management Board is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with

IFRSs, and for such internal control as the Management Board determines is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Management Board is responsible for assessing the Group’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management

Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the Réviseur D’Entreprises Agréé for the Audit of the Consolidated Financial Statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a report of “réviseur d’entreprises agréé” that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as

adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken

on the basis of these consolidated financial statements.

79 BBGI Global Infrastructure S.A.

Annual Report 2020

FINANCIAL

STATEMENTS

COMPANY

OVERVIEW

CORPORATE

GOVERNANCE

STRATEGIC

REPORT

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional

judgment and maintain professional skepticism throughout the audit. We also:

— Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

— Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

— Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made

bythe Management Board.

— Conclude on the appropriateness of the Management Board’ use of the going concern basis of accounting and, based on the audit evidence

obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur

d’entreprises agréé” to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”.

However, future events or conditions may cause the Group to cease to continue as a going concern.

— Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether

theconsolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

— Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group

toexpress an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the

Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit

andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit

ofthe consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report

unless law or regulation precludes public disclosure about the matter.

Report on Other Legal and Regulatory Requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on and the duration of our uninterrupted

engagement, including previous renewals and reappointments, is ten years.

The annual report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal

requirements.

Luxembourg, 24 March 2021

KPMG Luxembourg

Société coopérative

Cabinet de révision agréé

Joseph de Souza

Partner

80 BBGI Global Infrastructure S.A.

Annual Report 2020

In thousands of Pounds Sterling Note 2020 2019

Continuing operations

Income from investments at fair value through profit or loss 9 63,337 69,772

Other operating income 186 –

Operating income 63,523 69,772

Administrative expenses 6 (9,607) (8,488)

Other operating expenses 7 (7,268) (7,331)

Operating expenses (16,875) (15,819)

Results from operating activities 46,648 53,953

Net finance result 8 (1,647) (2,029)

Net gain(loss) on balance sheet hedging 18 (642) 2,060

Profit before tax 44,359 53,984

Tax expense – net 11 (2,649) (3,000)

Profit from continuing operations 41,710 50,984

Profit from continuing operations attributable to the owners of the Company 41,710 50,984

Earnings per share

Basic earnings per share (pence) 14 6.58 8.43

Diluted earnings per share (pence) 14 6.57 8.41

The accompanying notes form an integral part of the consolidated financial statements

Consolidated Income Statement

For the year ended 31 December 2020

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In thousands of Pounds Sterling Note 2020 2019

Profit from continuing operations attributable to the owners of the Company 41,710 50,984

Other comprehensive income for the year – –

Total comprehensive income for the year attributable to the owners of the Company 41,710 50,984

The accompanying notes form an integral part of the consolidated financial statements

Consolidated Statement of Other Comprehensive Income

For the year ended 31 December 2020

82 BBGI Global Infrastructure S.A.

Annual Report 2020

In thousands of Pounds Sterling Note 2020 2019

Assets

Property plant and equipment 58 61

Investments at fair value through profit or loss 9 895,674 845,967

Deferred tax assets 11 225 –

Derivative financial assets 18 12 605

Non-current assets 895,969 846,633

Trade and other receivables 19 1,631 3,876

Other current assets 12 2,164 594

Derivative financial assets 18 247 756

Cash and cash equivalents 10 20,532 34,778

Current assets 24,574 40,004

Total assets 920,543 886,637

Equity

Share capital 13 770,942 714,280

Additional paid-in capital 20 1,517 965

Translation reserves 13 (597) (597)

Retained earnings 143,978 146,984

Equity attributable to the owners of the Company 915,840 861,632

Liabilities

Loans and borrowings 15 – 20,318

Derivative financial liabilities 18 218 –

Non-current liabilities 218 20,318

Loans and borrowings 15 177 116

Trade payables 73 353

Accruals and other payables 16 2,643 2,515

Derivative financial liabilities 18 25 –

Tax liabilities 11 1,567 1,703

Current liabilities 4,485 4,687

Total liabilities 4,703 25,005

Total equity and liabilities 920,543 886,637

Net asset value attributable to the owners of the Company 13 915,840 861,632

Net asset value per ordinary share (pence) 13 137.78 136.72

The accompanying notes form an integral part of the consolidated financial statements

Consolidated Statement of Financial Position

As at 31 December 2020

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Consolidated Statement of Changes in Equity

For the year ended 31 December 2020

In thousands of Pounds Sterling Notes

capital

Additional

paid–in

capital

Translation

reserve

Retained

earnings

Total

equity

As at 1 January 2019 639,160 837 (597) 137,620 777,020

Total comprehensive income for the year ended 31 December 2019

Profit from continuing operations attributable to the owners

of the Company – – – 50,984 50,984

Total comprehensive income for year – – – 50,984 50,984

Transactions with the owners of the Company, recognised

directly in equity

Issuance of shares from placing of ordinary shares – net of issue cost 13 73,915 – – – 73,915

Scrip dividends 13 772 – – (772) –

Cash dividends 13 – – – (40,848) (40,848)

Equity settlement of share based compensation 13,20 433 (433) – – –

Share–based payment 20 – 561 – – 561

Balance as at 31 December 2019 714,280 965 (597) 146,984 861,632

In thousands of Pounds Sterling Notes

capital

Additional

paid–in

capital

Translation

reserve

Retained

earnings

Total

equity

Balance as at 1 January 2020 714,280 965 (597) 146,984 861,632

Total comprehensive income for the year ended 31 December 2020

Profit from continuing operations attributable to the owners

of the Company – – – 41,710 41,710

Total comprehensive income for year – – – 41,710 41,710

Transactions with the owners of the Company, recognised

directly in equity

Issuance of shares from placing of ordinary shares – net of issue cost 13 54,169 – – – 54,169

Scrip dividends 13 2,068 – – (2,068) –

Cash dividends 13 – – – (42,648) (42,648)

Equity settlement of share based compensation 13,20 425 (425) – – –

Share–based payment 20 – 977 – – 977

Balance as at 31 December 2020 770,942 1,517 (597) 143,978 915,840

The accompanying notes form an integral part of the consolidated financial statements

84 BBGI Global Infrastructure S.A.

Annual Report 2020

Consolidated Statement of Cash Flows

For the year ended 31 December 2020

In thousands of Pounds Sterling Note 2020 2019

Operating activities

Profit from continuing operations 41,710 50,984

Adjustments for:

Depreciation expense 6 27 21

Net finance results 8 1,647 2,029

Income from investments at fair value through profit or loss 9 (63,337) (69,772)

Loss on derivative financial instruments - net 18 1,495 930

Foreign currency exchange loss - net 7 4,767 3,250

Share-based compensation 20 977 561

Tax expense - net 11 2,649 3,000

Working capital adjustments:

Trade and other receivables (1,094) 8

Other current assets (2,822) 75

Trade and other payables (168) (126)

Cash used in operating activities (14,149) (9,040)

Interest paid and other borrowing costs (1,219) (721)

Interest received 10 62

Realised gain (loss) on derivative financial instruments - net 18 (151) 1,164

Taxes paid (3,010) (2,379)

Net cash flows used in operating activities (18,519) (10,914)

Investing activities

Acquisition of/additional investments at fair value through profit or loss 9 (59,185) (62,900)

Distributions received from investments at fair value through profit or loss 9 72,815 63,988

Acquisition of property, plant and equipment (24) (49)

Net cash flows from investing activities 13,606 1,039

Financing activities

Issuance of share capital through placing (net of issuance cost) 13 54,169 73,915

Dividends paid 13 (42,648) (40,848)

Repayment of loans and borrowings 15 (62,000) (80,057)

Proceeds from issuance of loans and borrowings 15 41,000 81,780

Debt issue cost (27) (934)

Net cash flows from/(used in) financing activities (9,506) 33,856

Net increase (decrease) in cash and cash equivalents (14,419) 23,981

Impact of foreign exchange gain on cash and cash equivalents 173 353

Cash and cash equivalents at 1 January 34,778 10,444

Cash and cash equivalents at 31 December 10 20,532 34,778

The accompanying notes form an integral part of the consolidated financial statements

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Notes to the Consolidated Financial Statement

For the year ended 31 December 2020

1. Corporate information

BBGI Global Infrastructure S.A., formerly BBGI SICAV S.A.,(‘BBGI’, or the ‘Company’ or, together with its consolidated subsidiaries, the ‘Group’)

is an investment company incorporated in Luxembourg in the form of a public limited liability company (société anonyme) with variable share

capital (société d’investissement à capital variable, or ‘SICAV’) and regulated by the Commission de Surveillance du Secteur Financier (‘CSSF’)

under Part II of the amended Luxembourg law of 17 December 2010 on undertakings for collective investments with an indefinite life. The

Company qualifies as an alternative investment fund within the meaning of Article 1 (39) of the amended law of 12 July 2013 on alternative

investment fund managers (‘2013 Law’) implementing Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on

Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU)

No 1095/2010 and is authorised as an internal alternative investment fund manager in accordance with Chapter 2 of the 2013 Law. The Company

was admitted to the official list of the UK Listing Authority (premium listing, closed-ended investment company) and to trading on the main

market of the London Stock Exchange on 21 December 2011.

As of 1 January 2021, the main market of the London Stock Exchange is not considered as an EU regulated market (as defined by the MiFID II).

As a result, Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004, on the harmonisation of transparency

requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, and amending Directive

2001/34/EC (the Transparency Directive) as implemented in the Luxembourg law by the act dated 11 January 2008 on transparency

requirements for issuers (the Transparency Act 2008), among other texts, do not apply to the Company.

The Company’s registered office is EBBC, 6E, route de Trèves, L-2633 Senningerberg, Luxembourg. On 27 October 2020, the Company

changed its registered name from BBGI SICAV S.A. to BBGI Global Infrastructure S.A.

The Company is a closed-ended investment company that invests principally in a diversified portfolio of Public Private Partnership (‘PPP’)/

Private Finance Initiative (‘PFI’) infrastructure or similar style assets. At 31 December 2020, the Company has one investment that is under

construction.

As at 31 December 2020, the Group employed 23 staff (31 December 2019: 21 staff).

Reporting period

The Company’s reporting period runs from 1 January to 31 December each year. The Company’s consolidated statement of financial position,

consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows include comparative figures as at 31 December 2019.

The amounts presented as ‘non-current’ in the consolidated statement of financial position are those expected to be recovered or settled after

more than one year. The amounts presented as ‘current’ are those expected to be recovered or settled within one year.

These consolidated financial statements were approved by the Management Board on 24 March 2021.

2. Basis of preparation

Statement of compliance

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (‘IFRS’)

as adopted by the European Union (‘EU’).

The Group follows, to the fullest extent possible, the provisions of the Standard of Recommended Practices issued by the Association of

Investment Companies (‘AIC SORP’). If a provision of the AIC SORP is in direct conflict with IFRS as adopted by the EU, the standards of the

latter shall prevail.

The consolidated financial statements have been prepared on a historical cost basis, except for investments at fair value through profit or loss

(‘Investments at FVPL’) and derivative financial instruments that have been measured at fair value.

86 BBGI Global Infrastructure S.A.

Annual Report 2020

2. Basis of preparation (continued)

Changes in accounting policy

New and amended standards applicable to the Group are as follows:

– Amendments to IFRS 3: Definition of a Business (effective 1 January 2020)

The amendment to IFRS 3 clarifies that to be considered a business, an integrated set of activities and assets must include, at a minimum, an

input and a substantive process that together significantly contribute to the ability to create output. Furthermore, it clarified that a business can

exist without including all of the inputs and processes needed to create outputs. These amendments had no significant impact on the

consolidated financial statements of the Group but may impact future periods should the Group enter into any business combinations.

– Amendments to IAS 1 and IAS 8: Definition of Material (effective 1 January 2020)

The amendments provide a new definition of material that states, ‘information is material if omitting, misstating or obscuring it could reasonably

be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial

statements, which provide financial information about a specific reporting entity’.

The amendments clarify that materiality will depend on the nature or magnitude of information, either individually or in combination with other

information, in the context of the financial statements.

A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users. These

amendments had no significant impact on the consolidated financial statements.

– Conceptual Framework for Financial Reporting (effective 1 January 2020)

The Conceptual Framework is not a standard, and none of the concepts contained therein override the concepts or requirements in any

standard. The purpose of the Conceptual Framework is to assist the IASB in developing standards, to help preparers develop consistent

accounting policies where there is no applicable standard in place and to assist all parties to understand and interpret the standards. This will

affect those entities which developed their accounting policies based on the Conceptual Framework. The revised Conceptual Framework

includes some new concepts, updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts. These

amendments had no impact on the consolidated financial statements of the Group.

Functional and presentation currency

These consolidated financial statements are presented in Pounds Sterling, the Company’s functional currency. All amounts presented in tables

throughout the report have been rounded to the nearest thousand, unless otherwise stated.

The Company as an Investment Entity

The Management Board has assessed that the Company is an Investment Entity in accordance with the provisions of IFRS 10. The Company

meets the following criteria to qualify as an Investment Entity:

a) Obtains funds from one or more investors for the purpose of providing those investors with investment management services - The Group is

internally managed with management focused solely on managing those funds received from its shareholders in order to maximise

investment income/returns.

b) Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both

- The investment objectives of the Company are to:

— Provide investors with secure and highly predictable long-term cash flows whilst actively managing the investment portfolio with the

intention of maximising return over the long-term.

— Target an annual dividend payment with the aim to increase this distribution progressively over the longer-term.

— Target an IRR which is to be achieved over the longer-term via active management and to enhance the value of existing investments.

The above-mentioned objectives support the fact that the main business purpose of the Company is to seek to maximise investment income for

the benefit of its shareholders.

c) Measures and evaluates performance of substantially all of its investments on a fair value basis - The investment policy of the Company is to

invest in equity, subordinated debt or similar interests issued in respect of infrastructure assets that have been developed predominantly

under the PPP/PFI or similar styled procurement models. Each of these assets is valued at fair value. The valuation is carried out on a

six-monthly basis as at 30 June and 31 December each year.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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2. Basis of preparation (continued)

Based on the Management Board’s assessment, the Company also meets the typical characteristics of an Investment Entity as follows:

a) it has more than one investment – as at 31 December 2020, the Company has 50 investments;

b) it has more than one investor – the Company is listed on the London Stock Exchange with its shares held by a broad pool of investors;

c) it has investors that are not related parties of the entity – other than those shares held by the Supervisory Board and Management Board

Directors, and certain other employees, all remaining shares in issue (more than 99 per cent) are held by non-related parties of the Company;

and

d) it has ownership interests in the form of equity or similar interests – ownership in the Company is through equity interest.

3. Summary of significant accounting policies

a) Basis of consolidation

Business combination

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred

to the Group. Control is the power to direct the relevant activities, i.e. the activities that significantly affect the investee’s returns and to obtain

those returns. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.

The Group measures goodwill at the acquisition date as:

— the fair value of the consideration transferred; plus

— the recognised amount of any non-controlling interests in the acquiree; plus

— if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less

— the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When there is an excess of value over consideration, a bargain purchase gain is recognised immediately in the consolidated income statement.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are

recognised in the consolidated income statement. Transaction costs, other than those associated with the issue of debt or equity securities, that

the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then

it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes in fair value of the contingent consideration

are recognised in the consolidated income statement.

Subsidiaries

Subsidiaries are investees controlled by the Company (directly or indirectly). The Company controls an investee if it is exposed to, or has rights to,

variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The Company is an Investment Entity and measures investments in certain subsidiaries at fair value through profit or loss. In determining whether

the Company meets the definition of an Investment Entity, the management considered the Group structure as a whole (see also Note 2).

Although the Company qualifies as an Investment Entity and is required to value certain subsidiaries at fair value, the Company has a number of

subsidiaries which provide services that relate to the Company’s investment activities. These subsidiaries are consolidated on a line-by-line basis

(see Note 19).

Acquisition of non-controlling interests (consolidated subsidiaries)

Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is

recognised as a result. Adjustments to non-controlling interest arising from transactions that do not involve the loss of control are based on a

proportionate amount of the net assets of the subsidiary.

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3. Summary of significant accounting policies (continued)

a) Basis of consolidation (continued)

Loss of control (consolidated subsidiaries)

For subsidiaries which are consolidated on a line-by-line basis, upon the loss of control, the Group derecognises the assets and liabilities of the

subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of

control is recognised in the consolidated income statement. If the Group retains any interest in the previous subsidiary, then such interest is

measured at fair value at the date that control is lost. Subsequently, it is accounted for as an investment at fair value through profit or loss or as an

available-for-sale financial asset depending on the level of influence retained.

Transactions eliminated on consolidation (consolidated subsidiaries)

Intra-group receivables, liabilities, revenue and expenses are eliminated in their entirety when preparing the consolidated financial statements.

Gains that arise from intra-group transactions and that are unrealised from the standpoint of the Group, at the date of the consolidated

statement of financial position, are eliminated in their entirety. Unrealised losses on intra-group transactions are also eliminated in the same way

as unrealised gains, to the extent that the loss does not correspond to an impairment loss.

b) Foreign currency transactions

Transactions in foreign currencies are translated into Pounds Sterling at the exchange rate at the dates of the transactions. Monetary assets and

liabilities denominated in foreign currencies at the reporting date are translated into Pounds Sterling at the exchange rate on that date.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into Pounds Sterling at the

exchange rate on the date that the fair value was determined. Foreign currency differences arising on translation are recognised in the

consolidated income statement as a gain or loss on currency translation.

c) Foreign currency translations

The assets and liabilities of foreign operations are translated to Pounds Sterling at the exchange rates on the reporting date. The income and

expenses of foreign operations are translated to Pounds Sterling at the average exchange rates during the year, if such does not significantly

deviate from the exchange rates at the date on which the transaction is entered into. If significant deviations arise, then the exchange rate at the

date of the transaction is used.

Foreign currency differences are recognised in consolidated statement of other comprehensive income, and presented in ‘translation reserve’ in

equity, except for exchange differences from intra-Group monetary items which are reflected in the consolidated income statement. However,

since the Company qualifies as an investment entity under IFRS 10 and records its investments in subsidiaries and associates at investment at

FVPL, ‘translation reserve’ movements during the reporting period relating to investments are classified as ‘Income from investments at fair

value through profit or loss’ (income from Investments at FVPL). If the foreign operation is a non-wholly owned consolidated subsidiary, then the

relevant portion of the translations difference is allocated to non-controlling interest. When a foreign operation is disposed of such that control,

significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to

consolidated income statement as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a consolidated

subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-

controlling interests.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future,

foreign currency gains and losses arising from such an item are considered to form part of a net investment in the foreign operation and are

recognised in other comprehensive income, and presented in the translation reserve in equity.

d) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Financial assets are classified at initial recognition at either: (i) amortised cost; (ii) fair value through other comprehensive income – debt

instruments; (iii) fair value through other comprehensive income – equity instruments; or (iv) fair value through profit or loss.

In general, the Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights

to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are

transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate financial asset or

liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has

a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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3. Summary of significant accounting policies (continued)

d) Financial instruments (continued)

At the date of the consolidated statement of financial position, except for Investments at FVPL and derivative financial assets, all non-derivative

financial assets of the Group have been classified as financial assets at amortised cost.

Investments at FVPL

The Company is an Investment Entity and therefore values its investment in subsidiaries at fair value through profit or loss, except where the

subsidiary provides investment related services or activities. The fair value of an investment in subsidiary includes the fair value of the equity,

loans and interest receivable and any other amounts which are included in the discounted estimated cash flow (which is used to compute the fair

value) from such subsidiary. The Company subsequently measures its investment in certain subsidiaries at fair value in accordance with IFRS 13,

with changes in fair value recognised in consolidated income statement in the period of change. The fair value estimation of investments in

subsidiaries is described in Note 18.

In addition to valuing certain subsidiaries at fair value through profit or loss, the Company also values investments in associates and jointly

controlled entities at fair value.

The Company meets the definition of IAS 28 paragraph 18 for a venture capital organisation or a similar entity and upon initial recognition has

designated its investment in joint ventures and associates at fair value through profit or loss. The Group manages the performance of each of the

joint ventures and associates on a fair value basis in accordance with the Group´s investment strategy. The information about associates and joint

ventures is provided internally on a fair value basis to the Group´s Management Board and Supervisory Board. The Group therefore measures its

associates and joint ventures at fair value in accordance with IFRS 9 with changes in fair value recognised in the consolidated income statement

in the period of change.

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant

influence is presumed to exist when the Group holds between 20 per cent and 50 per cent of the voting power of another entity. Jointly

controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring

unanimous consent for strategic financial and operating decisions.

Financial assets at amortised cost (debt instruments)

Financial assets at amortised cost are subsequently measured using the effective interest rate (‘EIR’) method and are subject to impairment.

Gains and losses are recognised in the consolidated statement of income when the asset is derecognised, modified or impaired.

The Group recognises an allowance for expected credit losses (‘ECLs’) for all debt instruments not held at fair value through profit or loss. ECLs

are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group

expects to receive, discounted at an approximation of the original effective interest rate.

The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a

loss allowance based on lifetime ECLs at each reporting date.

Non-derivative financial liabilities

The Company classifies non-derivative financial liabilities as liabilities at amortised cost. Such financial liabilities are recognised initially at fair

value less any direct attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost

using the EIR method.

The Company derecognises a financial liability (or part of a financial liability) from the consolidated statement of financial position when, and only

when, it is extinguished or when the obligation specified in the contract or agreement is discharged or cancelled or has expired. The difference

between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the

consideration paid, including any non-cash assets transferred or liabilities assumed, is considered in the consolidated income statement.

e) Fair value measurement

The Group accounts for its investments in PPP/PFI entities (‘Project Companies’) as Investments at FVPL. The valuation is determined using the

discounted cash flow methodology. The cash flows forecasted to be received by the Company or its consolidated subsidiaries, generated by

each of the underlying assets, and adjusted as appropriate to reflect the risk and opportunities, have been discounted using asset-specific

discount rates. The valuation methodology is the same one used in previous reporting periods.

The fair value of other financial assets and liabilities, other than current assets and liabilities, is determined by discounting future cash flows at an

appropriate discount rate and with reference to recent market transactions, where appropriate. Further information on assumptions and

estimation uncertainties are disclosed in Note 18.

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3. Summary of significant accounting policies (continued)

e) Fair value measurement (continued)

Fair values are categorised into different levels in a fair value hierarchy based on the inputs in the valuation methodology, as follows:

— Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

— Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or

indirectly (i.e. derived from prices).

— Level 3: inputs for the asset or liability that are not based on observable market data (‘unobservable inputs’).

If the inputs to measure fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is

categorised in its entirety at the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of fair value hierarchy at the end of the reporting period in which the change has occurred.

f) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and

it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the

expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to a liability.

The unwinding of such discount is recognised as finance cost.

g) Cash and cash equivalents

Cash and cash equivalents comprise of cash balances and term deposits with maturities of three months or less from the date when the deposits

were made and that are subject to an insignificant risk of change in their fair value, and are used by the Group in the management of its short-

term commitments.

h) Share capital

Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares, or which are associated with the establishment

of the Company, that would otherwise have been avoided are recognised as a deduction from equity, net of any tax effects.

i) Segment reporting

Segment results that are reported to the Management Board include items directly attributable to segments as well as those that can be

allocated on a reasonable basis.

j) Employee benefits

Short-term and other long-term employee benefits are expensed as the related services are provided. A liability is recognised for the amount

expected to be paid, and discounted at present value if necessary, if the Group has present legal or constructive obligation to pay this amount as

a result of a past service provided by the employee and the obligation can be estimated reliably.

For share-based payment arrangements, the grant-date fair value of the equity settled share-based payment arrangement is recognised as an

expense, with a corresponding increase in additional paid in capital over the vesting period of the awards. The amount recognised as an expense

is adjusted to reflect related service and non-market performance conditions. The market condition related to the award is measured at the date

of grant and there is no adjustment of expense/income to the consolidated income statement for differences between expected and actual

outcomes.

k) Finance income and finance costs

Interest income and expenses are recognised in the consolidated income statement using the EIR method.

The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the

financial instrument (or, where appropriate, a shorter period) to the carrying amount of the financial instrument. When calculating the effective

interest rate, the Group estimates future cash flows considering all contractual terms of the financial instrument, but not future credit losses.

Interest received or receivable and interest paid or payable are recognised in the consolidated income statement as finance income and finance

costs, respectively.

l) Leases

Under IFRS 16, upon lease commencement, a lessee recognises a right-of-use asset and a lease liability. The right-of-use asset is initially

measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement

date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove any improvements made to office premises.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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3. Summary of significant accounting policies (continued)

m) Tax

According to the Luxembourg regulations regarding SICAV companies, the Company itself, as an undertaking for collective investment, is

exempt from paying income and/or capital gains taxes in Luxembourg. It is, however, liable to annual subscription tax of 0.05 per cent on its

consolidated net asset value (‘NAV’), payable quarterly and assessed on the last day of each quarter.

Income tax on the consolidated subsidiaries’ profits for the year comprises current and deferred tax. Current and deferred tax is recognised in

consolidated income statement except to the extent that it relates to a business combination, or items recognised directly in equity or in the

consolidated statement of other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted

at the reporting date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

— Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects

neither accounting nor taxable profit or loss;

— Temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that the Company is able to control

the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and

— Taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or

substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes

levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on

a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that

future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed each reporting date and are reduced to

the extent that it is no longer probable that the related tax benefit will be realised.

n) Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current

when it is:

— Expected to be realised or intended to be sold or consumed in the normal operating cycle

— Held primarily for the purpose of trading

— Expected to be realised within 12 months after the reporting period or

— Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period

All other assets are classified as non-current.

A liability is current when:

— It is expected to be settled in the normal operating cycle

— It is held primarily for the purpose of trading

— It is due to be settled within 12 months after the reporting period

— There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its

classification.

The Group classifies all other liabilities as non-current.

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4. Significant accounting judgements, estimates and assumptions

The preparation of consolidated financial statements in conformity with IFRS requires the Management Board to make judgements, estimates

and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual

results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in

which the estimates are revised and in any future periods affected.

In the process of applying the Group’s accounting policies, the Management Board has made the following judgements that would have the

most significant effect on the amounts recognised in the consolidated financial statements.

4.1 Assessment as an investment entity

Refer to Note 2 for the discussion on this topic.

4.2 Fair value determination

Refer to Note 3 e) for the discussion on this topic.

4.3 Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on

the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including

the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them.

For the measurement of the fair value of equity-settled transactions for the Long-Term Incentive Plan (‘LTIP’), the Group uses a Monte Carlo

simulation model. For the measurement of the fair value of equity-settled transactions for the Deferred Short-Term Incentive Plan (‘Deferred

STIP’), the Group recognises a portion of the annual estimated bonus of the Management Board. The assumptions and models used for

estimating fair value for share-based payment transactions are disclosed in Note 20.

4.4 Going concern basis of accounting

As part of its assessment, the Management Board has considered the risk posed by the Covid-19 pandemic. The Group’s portfolio is more than

99 per cent operational and relies on availability-based revenues. At the time of producing these consolidated financial statements, there was no

evidence to suggest of material disruption to the Group and financial performance is not expected to be materially affected. However, there is

naturally significant uncertainty around how the pandemic will evolve and therefore it is difficult to foresee all consequences or disruptions

potentially arising from the pandemic.

The Management Board has satisfied itself that the Group has adequate resources to continue in operational existence for at least 12 months

from the date of approval of the consolidated financial statements. After due consideration, the Management Board believes it is appropriate to

adopt the going concern basis of accounting in preparing the consolidated financial statements.

5. Segment reporting

IFRS 8 – Operating Segments adopts a ‘through the eyes of the management’ approach to an entity’s reporting of information relating to its

operating segments, and also requires an entity to report financial and descriptive information about its reportable segments.

Based on a review of information provided to the Management Board, the Group has identified five reportable segments based on the

geographical concentration risk. The main factor used to identify the Group’s reportable segments is the geographical location of the asset. The

Management Board has concluded that the Group’s reportable segments are:

(1) UK; (2) North America; (3) Australia; (4) Continental Europe; and (5) Holding Activities. These reportable segments are the basis on which the

Group reports information to the Management Board.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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5. Segment reporting (continued)

Segment information is presented below:

For the year ended 31 December 2020

In thousands of Pounds Sterling UK

North

America Australia

Continental

Europe

Holding

Activities

Total

Group

Income from investments at FVPL , , , , – ,

Administration expenses – – – – (,) (,)

Other operating expenses - net – – – – (,) (,)

Results from operating activities , , , , (,) ,

Finance cost – – – – (,) (,)

Finance income – – – –  

Net loss on derivative financial instruments – – – – () ()

Tax expense - net – – – – (,) (,)

Profit or loss from continuing operations , , , , (,) ,

For the year ended 31 December 2019

In thousands of Pounds Sterling UK

North

America Australia

Continental

Europe

Holding

Activities

Total

Group

Income from investments at FVPL , , , , – ,

Administration expenses – – – – (,) (,)

Other operating expenses - net – – – – ( ,) ( ,)

Results from operating activities , , , , (,) ,

Finance cost – – – – (,) (,)

Finance income – – – –  

Net loss on derivative financial instruments – – – – , ,

Tax expense - net – – – – (,) (,)

Profit or loss from continuing operations , , , , (,) ,

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5. Segment reporting (continued)

Statement of financial position per segment information as at 31 December 2020 and 2019 are presented below:

As at 31 December 2020

In thousands of Pounds Sterling UK

North

America Australia

Continental

Europe

Holding

Activities

Total

Group

Assets

Investments at FVPL , , , , – ,

Other non-current assets – – – –  

Current assets – – – – , ,

Total assets , , , , , ,

Liabilities

Non-current – – – –  

Current – – – – , ,

Total liabilities – – – – , ,

As at 31 December 2019

In thousands of Pounds Sterling UK

North

America Australia

Continental

Europe

Holding

Activities

Total

Group

Assets

Investments at FVPL , , , , – ,

Other non-current assets – – – –  

Current assets – – – – , ,

Total assets , , , , , ,

Liabilities

Non-current – – – – , ,

Current – – – – , ,

Total liabilities – – – – , ,

The Holding Activities of the Group include the activities which are not specifically related to a specific asset or region, but to those companies

which provide services to the Group. The total current assets classified under Holding Activities mainly represent cash and cash equivalents.

Transactions between reportable segments are conducted at arm’s length and are accounted for in a similar way to the basis of accounting used

for third parties. The accounting methods used for all the segments are similar and comparable with those of the Company.

6. Administrative expenses

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Personnel expenses , ,

Legal and professional fees , ,

Office and other expenses  ,

Depreciation expense  

, ,

The Group has engaged certain third parties to provide legal, depositary, custodian, audit, tax and other services to the Group. The expenses

incurred in relation to such services are treated as legal and professional fees. Depositary and custodian related charges during the year

amounted to £347,000 (2019: £287,000).

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

95 BBGI Global Infrastructure S.A.

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6. Administrative expenses (continued)

During the year, the Company and its consolidated subsidiaries obtained the following services from the external auditors.

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Group auditor remuneration:

Statutory audit fees to the Group’s external auditor ,  ,

Audit-related fees , ,

Other statutory audit fees , ,

, ,

Audit-related fees includes the fees in respect to the interim review of the Group’s condensed consolidated financial statements and other

permitted audit-related services.

There were no non-audit related fees charged by the Group’s external auditor during the year (31 December 2019: nil).

7. Other operating expenses

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Foreign currency exchange loss – net , ,

Acquisition-related and unsuccessful bid costs , ,

Loss on derivative financial instruments at FVPL

 ,

Others  

, ,

1. Relates to foreign exchange hedging on forecasted distributions from Investments at FVPL. Refer to Note 18 for the reclassification made on the prior year comparative.

8. Net finance result

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Interest expense on loan and borrowings (Note 15) (,) (,)

Interest income on bank deposits  

(,) (,)

9. Investments at FVPL

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Balance at 1 January , ,

Acquisitions of/additions in Investments at FVPL , ,

Income from investments at FVPL

, ,

Distributions received from Investments at FVPL (,) (,)

Reclassification to other receivables – (,)

Balance at 31 December , ,

1. This account relates purely to unrealised gain on revaluation of investments.

96 BBGI Global Infrastructure S.A.

Annual Report 2020

9. Investments at FVPL (continued)

The impact of foreign exchange gains or losses on income from Investments at FVPL for the year ended 31 December 2020 amounted to a gain

of £3.2 million (year ended 31 December 2019: loss of £6.2 million). Refer to Note 17 of the consolidated financial statements for further

information on investments at FVPL.

Distributions from Investments at FVPL are received after either: (a) financial models have been tested for compliance with certain ratios; or (b)

financial models have been submitted to the external lenders of the Project Companies; or (c) approvals of the external lenders on the financial

models have been obtained.

As at 31 December 2020 and 2019, loan and interest receivable from unconsolidated subsidiaries is embedded within Investments at FVPL.

The valuation of Investments at FVPL considers all cash flows related to individual assets.

Interest income, dividend income, asset-related management fee income and other income, recorded under the accruals basis at the level of the

consolidated subsidiaries for the year ended 31 December 2020, amounted to £65,689,000 (31 December 2019: £62,322,000). The associated

future cash flows deriving from these items are taken into account when fair valuing the investments.

Over the period, the Group made six new and follow-on acquisitions as follows:

— Highway 104 (Canada): In May, the Company acquired a 50 per cent stake in Highway 104, an availability-based motorway investment in

Nova Scotia. Preparations to start construction work began in May 2020, with an estimated completion date of the end of 2023. The

concession will run until 2043 and availability payments will be received from the Government of Nova Scotia, which is rated Aa2 by Moody’s

and AA- by Standard & Poor’s (‘S&P’). Despite initial delays in receiving certain environmental permits for in-water works, the construction

remains on schedule with no material impact resulting from Covid-19.

— N18 Motorway (Netherlands): In April, the Company completed a follow-on acquisition in the N18 Motorway, bringing BBGI’s total equity

interest in the investment to 52 per cent. The concession runs until 2043 and availability payments are received from the State of the

Netherlands, which is rated Aaa by the credit rating agency Moody’s.

— Stanton Territorial Hospital (Canada): During the period, the Company completed two follow-on acquisitions in Stanton Territorial

Hospital, increasing BBGI’s interest in the investment from 25 per cent to 100 per cent. Stanton is an operational 27,000m

hospital with 100

patient rooms located in Yellowknife, Northwest Territories. The concession runs until 2048 and availability payments are received from the

Government of Northwest Territories, which is rated Aa1 by the credit rating agency Moody’s.

— Kelowna and Vernon Hospitals (Canada): In August, the Company completed a follow-on acquisition for the remaining 50 per cent

interest in Kelowna and Vernon Hospitals. The concession runs until 2042 and availability payments are received from the Interior Health

Authority, funded by the Province of British Columbia which is rated Aaa by Moody’s and AAA by S&P. BBGI’s equity interest in the

investment is now 100 per cent.

— Samuel De Champlain Bridge Corridor (Canada): In December, BBGI completed the acquisition of a 25 per cent equity interest in

Signature on the Saint-Lawrence Group, the concessionaire of the Samuel De Champlain Bridge Corridor in Montreal. The investment

consists of the design, construction, financing, operation, maintenance and rehabilitation of a new bridge spanning the St. Lawrence River

between Montreal and Brossard, Quebec. Availability payments are received from the Government of Canada, which is rated AAA by both

Moody’s and S&P credit rating agencies. The bridge opened to traffic in summer 2019 and the concession runs until 2049.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

97 BBGI Global Infrastructure S.A.

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REPORT

9. Investments at FVPL (continued)

Details of various asset investments in the Group’s portfolio and their respective acquisition dates are as follows:

Company Asset

Country of

Incorporation

Ownership

Interest

Year

Acquired

RW Health Partnership Holdings Pty Limited* Royal Women’s Hospital Australia % 

Victorian Correctional Infrastructure Partnership Pty

Limited

Victoria Correctional Facilities Australia % 

BBPI Sentinel Holdings Pty Limited* BBGI Sentinel

Holdings 2 Pty Limited*, and Sentinel Financing

Holdings Pty Limited*

Northern Territory Secure Facilities Australia %  and



Golden Crossing Holdings Inc.* Golden Ears Bridge Canada %  and



Trans-Park Highway Holding Inc.* Kicking Horse Canyon Canada % 

NorthwestConnect Holdings Inc.* Northwest Anthony Henday Drive Canada % 

BBGI KVH Holdings Inc.* Kelowna and Vernon Hospital Canada %  and



WCP Holdings Inc.* Women’s College Hospital Canada % 

Stoney Trail Group Holdings Inc.* Northeast Stoney Trail Canada % 

BBGI NCP Holdings Inc.* North Commuter Parkway Canada % 

SNC-Lavalin Infrastructure Partners LP* William R. Bennet Bridge

Southeast Stoney Trail

Canada Line

Restigouche Hospital Centre

McGill University Health Centre

Canada

%

%

.%

%

%





BBGI Canada Holding 5 Inc.* Stanton Territorial Hospital Canada %  and



BBGI 104 GP Inc. Highway 104 Canada % 

BBGI Champlain Holding Inc.* Champlain Bridge Canada % 

Kreishaus Unna Holding GmbH* Unna Administrative Centre Germany %  and



PJB Beteiligungs – GmbH* Burg Correctional Facility Germany % 

Hochtief PPP 1 Holding GmbH & Co.KG* Cologne Schools

Rodenkirchen Schools

Frankfurt Schools

Fürst Wrede Military Base

Germany

% 

Noaber18 Holding B.V.* N18 Motorway Netherlands % , 

and 

De Groene SchakelHolding B.V. * Westland Town Hall Netherlands %  and



SAAone PPP B.V* A1/A6 Motorway Netherlands .%  and



Agder OPS Vegselskap AS E18 Motorway Norway %  and



Kent Education Partnership (Holdings) Limited* Kent Schools UK % 

Healthcare Providers (Gloucester) Ltd.* Gloucester Royal Hospital UK % 

Highway Management M80 Topco Limited* M80 Motorway UK % 

Bedford Education Partnership Holdings Limited* Bedford Schools UK % 

Lisburn Education Partnership Holdings Limited* Lisburn College UK % 

Clackmannanshire Schools Education Partnership

(Holdings) Limited*

Clackmannanshire Schools UK % 

Primaria (Barking & Havering) Limited* Barking & Havering Clinics (LIFT) UK % 

98 BBGI Global Infrastructure S.A.

Annual Report 2020

Company Asset

Country of

Incorporation

Ownership

Interest

Year

Acquired

East Down Education Partnership (Holdings) Limited* East Down Colleges UK %  and



Scottish Borders Education Partnership (Holdings)

Limited*

Scottish Borders Schools UK % 

Coventry Education Partnership Holdings Limited* Coventry Schools UK % 

Fire Support (SSFR) Holdings Limited* Stoke & Staffs Rescue Service UK % 

GB Consortium 1 Limited* North London Estates Partnership

(LIFT)

Liverpool & Sefton Clinics (LIFT)

% (both) , 

and 

Mersey Care Development Company 1 Limited* Mersey Care Hospital UK .%  and



MG Bridge Investments Limited* Mersey Gateway Bridge UK .% 

Tor Bank School Education Partnership (Holdings)

Limited*

Tor Bank School UK % 

Lagan College Education Partnership (Holdings)

Limited*

Lagan College UK % 

Highway Management (City) Holding Limited* M1 Westlink UK % 

Blue Light Partnership (ASP) NewCo Limited*

Blue Light Partnership (ASP) NewCo 2 Limited*

Avon and Somerset Police HQ UK % , 

and 

Northwin Limited North West Regional College UK % 

Northwin (Intermediate) (Belfast) Limited* Belfast Metropolitan College UK % 

BBGI East End Holdings Inc.* Ohio River Bridges USA .%  and



* and its subsidiary companies.

10. Cash and cash equivalents

Cash and cash equivalents relate to bank deposits amounting to £20,532,000 (31 December 2019: £34,778,000).

11. Taxes

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Current tax:

Income tax and other taxes , ,

Subscription tax  

, ,

Deferred tax:

Recognition of previously unrecognised tax losses () –

, ,

The Company, as an undertaking for collective investment, is exempt from corporate income tax in Luxembourg and instead pays an annual

subscription tax of 0.05 per cent on the value of its total net assets. Moreover, the Company as a SICAV is not subject to taxes on capital gains or

income. All other consolidated companies are subject to taxation at the applicable rate in their respective jurisdictions.

9. Investments at FVPL (continued)

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

99 BBGI Global Infrastructure S.A.

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11. Taxes (continued)

Reconciliation of tax expense and the accounting profit multiplied by the Company’s effective corporate tax rate for the year is as follows:

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Profit before tax , ,

Income tax using the Luxembourg domestic tax rate of 24.94% , ,

Subscription tax during the year  

Reconciling difference mainly due to fair valuation of assets, net of gain/loss on derivatives (unrealised) (,) (,)

Tax charge for the year , ,

A significant portion of the profit before tax results from fair valuation of Investments at FVPL. The net income of the unconsolidated subsidiaries

is taxed in their respective jurisdictions.

As a consequence of the adoption of IFRS 10, the Company is classified as an Investment Entity (see Note 2), meaning the tax expenses of the

unconsolidated subsidiaries are not included within these consolidated financial statements. Therefore, the consolidated tax expense and tax

assets/liabilities, if any, do not include those of the Project Companies. The tax liabilities of the Project Companies are embedded in the fair value

calculation of the Investments at FVPL.

Deferred tax asset of £225,000 relates to taxable losses available for offsetting against future taxable income (31 December 2019: nil).

Furthermore, the Group has additional tax losses carried forward amounting to £5,823,000 (2019: £5,931,000) in which no deferred tax asset

was recognised.

Tax liability as at 31 December 2020 amounted to £1,567,000 (31 December 2019: £1,703,000).

12. Other current assets

In thousands of Pounds Sterling

 December



 December



Prepaid taxes , 

Prepaid expenses  

Other current assets  

, 

13. Capital and reserves

Share capital

Changes in the Company´s share capital are as follows:

In thousands of Pounds Sterling

 December



 December



Share capital as at 1 January , ,

Issuance of ordinary shares through placing , ,

Shares issuance cost on placing () (,)

Share capital issued through scrip dividends , 

Equity settlement of share-based compensation (see Note 20)  

, ,

100 BBGI Global Infrastructure S.A.

Annual Report 2020

13. Capital and reserves (continued)

Share capital (continued)

The changes in the number of ordinary shares of no-par value issued by the Company are as follows:

In thousands of shares

 December



 December



In issue at beginning of the year , ,

Shares issued through placing of ordinary shares , ,

Shares issued through scrip dividends , 

Shares issued as share based compensation  

, ,

In November 2020, the Company raised gross proceeds of £55,000,000 through a placing of 32,544,379 new ordinary shares of no-par value

(‘Placing’). The Placing price was 169.0 pence per Placing share. The related share issuance cost amounted to £831,000.

All shares rank equally with regard to the Company’s residual assets. The holders of ordinary shares are entitled to receive dividends as declared

from time to time, and are entitled to one vote per share at general meetings of the Company.

The Company meets the minimum share capital requirement as imposed under the applicable Luxembourg regulation.

Translation reserve

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity

except for exchange differences from intragroup monetary items which are reflected in the consolidated income statement. The translation

reserve comprises foreign currency differences arising from the translation of the financial statements of foreign operations.

Dividends

The dividends declared and paid by the Company during the year ended 31 December 2020 are as follows:

In thousands of Pounds Sterling except as otherwise stated

 December



2019 2

interim dividend of 3.5 pence per qualifying ordinary share – for the period 1 July 2019 to 31 December 2019 ,

2020 1

interim dividend of 3.59 pence per qualifying ordinary share – for the period 1 January 2020 to 30 June 2020 ,

Total dividends declared and paid during the year ,

The 31 December 2019 2

interim dividend was paid in April 2020. The value of the scrip election was £429,000, with the remaining amount of

£21,628,000 paid in cash to those investors that did not elect for the scrip.

The 30 June 2020 1

interim dividend was paid in October 2020. The value of the scrip election was £1,639,000 with the remaining amount of

£21,020,000 paid in cash to those investors that elected for a cash dividend.

The dividends declared and paid by the Company during the year ended 31 December 2019 are as follows:

In thousands of Pounds Sterling except as otherwise stated

 December



2018 2

interim dividend of 3.375 pence per qualifying ordinary share – for the period 1 July 2018 to 31 December 2018 ,

2019 1

interim dividend of 3.5 pence per qualifying ordinary share – for the period 1 January 2019 to 30 June 2019 ,

Total dividends declared and paid during the year ,

The 31 December 2018 2

interim dividend was paid in April 2019. The value of the scrip election was £181,000, with the remaining amount of

£19,394,000 paid in cash to those investors that did not elect for the scrip.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

101 BBGI Global Infrastructure S.A.

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OVERVIEW

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STATEMENTS

STRATEGIC

REPORT

13. Capital and reserves (continued)

Dividends (continued)

The 30 June 2019 1

interim dividend was paid in October 2019. The value of the scrip election was £591,000 with the remaining amount of

£21,453,000 paid in cash to those investors that elected for a cash dividend.

Net Asset Value (‘NAV’)

The consolidated NAV and NAV per share as at 31 December 2020, 31 December 2019 and 31 December 2018 were as follows:

In thousands of Pounds Sterling/pence   

NAV attributable to the owners of the Company , , ,

NAV per ordinary share (pence) . . .

14. Earnings per share

a) Basic earnings per share

The basic earnings per share is calculated by dividing the profit attributable to the owners of the Company by the weighted average number of

ordinary shares outstanding.

In thousands of Pounds Sterling / in thousands of shares

Year ended

 December



Year ended

 December



Profit attributable to the owners of the Company , ,

Weighted average number of ordinary shares in issue , ,

Basic earnings per share (in pence) . .

The weighted average number of ordinary shares outstanding for the purpose of calculating the basic earnings per share is computed as follows:

In thousands of shares

Year ended

 December



Year ended

 December



Shares outstanding as at 1 January , ,

Effect of shares issued on placing of ordinary shares participating for the interim and final dividend of the year – ,

Effect of shares issued on placing of ordinary shares participating for the second interim dividend of the year , –

Effect of scrip dividends issued  

Shares issued as share based compensation  

Weighted average – outstanding shares , ,

b) Diluted earnings per share

The diluted earnings per share is calculated by dividing the profit attributable to the owners of the Company by the weighted average number of

ordinary shares outstanding, after adjusting for the effects of all potential dilutive ordinary shares.

The weighted average number of potential diluted ordinary shares for the purpose of calculating the diluted earnings per share is computed as

follows:

In thousands of shares

Year ended

 December



Year ended

 December



Weighted average number of ordinary shares for basic earnings per share , ,

Effect of potential dilution from share-based payment , ,

Weighted average – outstanding shares , ,

The price of the Company’s shares for the purpose of calculating the potential dilutive effect of award letters (Note 20) was based on the average

market price for the year ended 2020 and 2019, during which period the awards were outstanding.

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15. Loans and borrowings

The Group has a four-year £180 million Revolving Credit Facility from ING Bank and KfW IPEX-Bank and DZ Bank AG (‘’RCF’) which

commenced in January 2018 and matures in January 2022. The borrowing margin amounts to 165 bps over LIBOR. Under the RCF, the Group

retains the possibility to consider larger transactions by virtue of having structured a further £70 million incremental accordion tranche, for which

no commitment fees are payable.

As at 31 December 2020, the Group had utilised £1.2 million (31 December 2019: £22.2 million) of the £180 million RCF, of which £1.2 million

(31 December 2019: £1.2 million) was being used to cover letters of credit. There was no outstanding principal from the RCF as at the

31 December 2020 (31 December 2019: £21,000,000).

The interest payable and other related RCF fee payables under the credit facility as at 31 December 2020 amounted to £177,000 (31 December

2019: £287,000).

The RCF unamortised debt issuance cost amounted to £358,000 as at 31 December 2020 (2019: £682,000). The unamortised debt issuance

cost is presented as part of the ‘Other current assets’ in the consolidated financial position (31 December 2019: netted against the amount

borrowed under the credit facility).

The total finance cost incurred under the RCF for the year ended 31 December 2020 amounted to £1,655,000 (31 December 2019: £2,091,000)

which includes amortisation of debt issue expense of £351,000 (31 December 2019: £339,000).

Changes in liabilities arising from financing activities

In thousands of Pounds Sterling

 January

 Proceeds Repayment

Foreign

Exchange Others

 December



Loans and borrowings_non-current , , (,) –  –

In thousands of Pounds Sterling

 January

 Proceeds Repayment

Foreign

Exchange Others

 December



Loans and borrowings_non-current , , (,) ,  ,

Pledges and collaterals

As of 31 December 2020, and 31 December 2019, the Group has provided a pledge over shares issued by consolidated subsidiaries, pledge over

receivables between consolidated subsidiaries and a pledge over the bank accounts of the consolidated subsidiaries.

Based on the provisions of the RCF, in the event of continuing event default, the lender, among other things, will have the right to cancel all

commitments and declare all or part of utilisations to be due and payable, including all related outstanding amounts, and exercise or direct the

security agent to exercise any or all of its rights, remedies, powers or discretions under the RCF.

The Group operated comfortably within covenant limits of the RCF during the year.

16. Accruals and other payables

Accruals and other payables are non-interest bearing and are usually settled within six months.

17. Financial risk review and management

The Group has exposure to the following risks from financial instruments:

— Credit risk

— Liquidity risk

— Market risk

This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for

measuring and managing risk and the Group’s management of capital. This note also presents the result of the review performed by

management on the above-mentioned risk areas.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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17. Financial risk review and management (continued)

Risk management framework

The Management Board has overall responsibility for the establishment and control of the Group’s risk management framework.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with

the Group, resulting in:

1) impairment or reduction in the amounts recoverable from receivables and other current and non-current assets; and

2) non-recoverability, in part or in whole, of cash and cash equivalents deposited with banks.

Exposures to credit risks

The Group is exposed to credit risks on the following items in the consolidated statement of financial position:

In thousands of Pounds Sterling

 December



 December



Derivative financial assets  ,

Trade and other receivables , ,

Cash and cash equivalents , ,

, ,

The maximum exposure to credit risk on receivables that are neither overdue nor impaired as of 31 December 2020, amounts to £1,631,000

(2019: £3,876,000).

As of 31 December 2020, the Group is also exposed to credit risk on the loan receivable, interest and other receivable components of

Investments at FVPL (loans provided to Project Companies) totalling to £216,631,000 (2019: £187,474,000).

Cash and cash equivalents and foreign currency forwards

The cash and cash equivalents and foreign currency forward contracts are maintained with reputable banks with ratings that are acceptable

based on the established internal policy of the Group. Based on the assessment of the Management Board, there are no significant credit risks

related to the cash and cash equivalents and foreign currency forward contracts maintained. The main counterparty banks of the Group have

S&P/Moody’s credit rating of A+/Aa3 and AA-/Aa2.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by

delivering cash or another financial asset.

The Group’s policy over liquidity risk is that it will seek to have sufficient liquidity to meet its liabilities and obligations when they fall due.

The Group manages liquidity risk by maintaining adequate cash and cash equivalents and access to borrowing facilities to finance day-to-day

operations and medium to long-term capital needs. The Group also regularly monitors the forecast and actual cash requirements and matches

the maturity profiles of the Group’s financial assets and financial liabilities.

The following are the undiscounted contractual maturities of the financial liabilities of the Group, including estimated interest payments:

31 December 2020

Contractual cash flows

In thousands of Pounds Sterling

Carrying

amount Total

Within

 year

-

years

Loans and borrowings (Note 15)  , , –

Trade payables    –

Other payables , , , –

, , , –

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17. Financial risk review and management (continued)

Liquidity risk (continued)

31 December 2019

Contractual cash flows

In thousands of Pounds Sterling

Carrying

amount Total

Within

 year

-

years

Loans and borrowings (Note 15) , ,  ,

Trade payables    –

Other payables , , , –

, , , ,

The Group needs to maintain certain financial covenants under the RCF. Non-compliance with such covenants may trigger an event of default

(see Note 15). At 31 December 2020 and 2019, the Group was not in breach of any of the covenants under the credit facility. The Group has

operated and continues to operate comfortably within covenant limits.

The Company has the possibility of raising capital through the issuance of shares in order to finance further acquisitions or repay debt.

All external financial liabilities of the Group have maturities of less than one year except for loans and borrowings, which have a maturity of more

than one year. The Group has sufficient cash and cash equivalents and sufficient funding sources to pay and/or refinance currently maturing

obligations.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s

income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk

exposures within acceptable parameters, while optimising the returns.

UK departure from the European Union

As part of the UK’s preparations for Brexit, the UK Government established a temporary permissions regime (‘TPR’) enabling European

Economic Area (‘EEA’) AIFs with EEA AIFMs passporting into the UK at the end of the transition period to continue to access the UK market in

the same manner as before the transition period ended for a limited period of time.

The Company has made the necessary notification to the FCA (and the CSSF) under the TPR of its intention and as a result has temporary

permission to be marketed in the UK.

To continue marketing the Company in the UK after the end of the TPR, the Company must notify under the UK national private placement

regime and will be directed by the FCA to make this notification within two years from the end of the transition period.

Regarding portfolio performance, while the long-term economic outcome of the UK’s departure from the EU will remain uncertain for some

time, the Group’s portfolio cash flows are contracted and, unlike demand-based assets, are not sensitive to the performance of the wider

economic environment.

The Group buys derivative financial instruments, and also incurs financial liabilities, in order to manage market risks. All such transactions are

carried out within certain internal guidelines. The Group, via its hedge counterparty, reports all trades under these hedging instruments, for

European Market Infrastructure Regulations purposes, to an EU branch of the derivative repository.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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17. Financial risk review and management (continued)

Currency risk

The Group is exposed to currency risk as a result of its underlying Investments at FVPL and cash and cash equivalents being denominated in

currencies other than Pounds Sterling. The currencies in which these items are primarily denominated are Australian dollars (A$), Canadian

dollars (C$), Euros (€), Norwegian kroner (NOK) and US dollars (US$).

The Group actively seeks to manage geographical concentration and mitigate foreign exchange risk by balance sheet hedging through foreign

exchange forward contracts, hedging of forecast portfolio distributions and borrowing in non-Sterling currencies. Furthermore, Euro-

denominated running costs provide a natural hedge against the Euro-denominated portfolio distributions.

In respect of other monetary assets and liabilities denominated in currencies other than Pounds Sterling, the Group’s policy is to ensure that its

net exposure is kept at an acceptable level. The Company believes that foreign exchange exposure is part of an international portfolio, but

believes the risk is partially mitigated by having exposure to a number of different currencies including the Australian dollar, Canadian dollar, US

dollar, Euro and Norwegian krone, all of which can provide diversification benefits. The Management Board spends considerable time reviewing

its hedging strategy and believes it remains both appropriate and cost effective to continue with its four-year rolling hedge policy.

The summary of the quantitative data about the Group’s exposure to foreign currency risk are as follows:

31 December 2020

In thousands of Pounds Sterling A$ C$ € NOK US$

Financial assets measured at fair value

Investments at FVPL , , , , ,

Financial assets measured at amortised cost

Cash and cash equivalents  , ,  ,

Trade and other receivables    – 

 , ,  ,

Financial liabilities measured at amortised cost

Trade payables () – () – –

Accruals and other payables () () (,) – –

() () (,) – –

31 December 2019

In thousands of Pounds Sterling A$ C$ € NOK US$

Financial assets measured at fair value

Investments at FVPL , , , , ,

Financial assets measured at amortised cost

Cash and cash equivalents  , ,  

Trade and other receivables   , – ,

 , ,  ,

Financial liabilities measured at amortised cost

Trade payables – () () – –

Accruals and other payables – () (,) – –

– () (,) – –

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17. Financial risk review and management (continued)

Currency risk (continued)

The significant exchange rates applied during the year ended 31 December 2020 and 31 December 2019 are as follows:

31 December 2020

Average £ Spot rate £

A$ 1 . .

C$ 1 . .

€ 1 . .

NOK 1 . .

US$ 1 . .

31 December 2019

Average £ Spot rate £

A$ 1 . .

C$ 1 . .

€ 1 . .

NOK 1 . .

US$ 1 . .

The sensitivity of the NAV to a 10 per cent positive and adverse movement in foreign exchange rates is disclosed in Note 18 to the consolidated

financial statements. This is a scenario that the Group considers to be reasonably possible at the reporting date. The analysis assumes that all

other variables, in particular interest rates, remain constant and ignores any impact of forecasted revenues and other related costs.

Interest rate risk

Except for the loans and other receivables from Project Companies which are included as part of Investments at FVPL, the Group does not

account for other fixed-rate financial assets and liabilities at fair value through profit or loss. For the years ended 31 December 2020 and 2019, the

main variable interest rate exposure of the Group is on the interest rates applied to the Group’s cash and cash equivalents, including deposit rates

used in valuing the Investments at FVPL and the loans and borrowings of the Group. A change in the deposit rates used in valuing Investments at

FVPL would have an impact on the value of such and a corresponding impact on the Group’s NAV. Refer to Note 18 for a sensitivity analysis of the

impact of a change in deposit rates on the Group’s NAV.

Investment risk

The valuation of Investments at FVPL depends on the ability of the Group to realise cash distributions from Project Companies. The distributions

to be received from the Project Companies are dependent on cash received by a particular Portfolio Company from the service concession

agreements. The service concession agreements are predominantly granted to the Portfolio Company by a variety of public sector clients

including, but not limited to, central government departments and local, provincial and state government and corporations set up by the public

sector.

The Group predominantly makes investments in countries where the Management Board consider that asset structures are reliable, where (to

the extent applicable) public sector counterparties carry what the Management Board consider to be an appropriate credit risk, or alternatively

where insurance or guarantees are available for the sovereign credit risk, where financial markets are relatively mature and where a reliable

judicial system exists to facilitate the enforcement of rights and obligations under the assets.

The Management Board continuously monitors the ability of a particular Portfolio Company to make distributions to the Group. During the year,

there have been no material concerns raised in relation to current and future distributions to be received from any of the Project Companies.

Capital risk management

The Company’s objective when managing capital is to ensure the Group’s ability to continue as a going concern in order to provide returns to

shareholders and benefits for further stakeholders and to maintain an optimal capital structure. The Company, at a Group level, views the share

capital (see Note 13) and the RCF (see Note 15) as capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to

shareholders, avail itself of additional debt financing, pay down debt or issue new shares.

The Group regularly reviews compliance with Luxembourg regulations regarding restrictions on minimum capital. During the year, the Group

complied with all externally imposed capital requirements and made no changes in its approach to capital management.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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17. Financial risk review and management (continued)

Derivative financial assets and liabilities for which hedge accounting is not applied

The Group has entered into foreign currency forwards to fix the foreign exchange rates on certain investment distributions that are expected to

be received and on a portion of the non-Pounds Sterling denominated portfolio value. The derivative financial instruments (asset/liability) in the

consolidated statement of financial position represent the fair value of foreign currency forwards which were not designated as hedges. The

movements in their fair value are directly charged/credited in the consolidated income statement within the administrative expenses and net

gain(loss) on derivative financial instruments group.

18. Fair value measurements and sensitivity analysis

The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated statement of financial position are

presented below. This does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying

amount is a reasonable approximation of fair value (ie, cash and cash equivalents; trade and other receivables; trade payables, accruals and other

payables, loans and borrowings).

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

— Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

— Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or

indirectly (i.e. derived from prices).

— Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

31 December 2020

Fair value

In thousands of Pounds Sterling Level  Level  Level  Total

Financial assets measured at fair value

Investments at FVPL – – , ,

Derivative financial assets –  – 

Financial liabilities measured at fair value

Derivative financial liabilities – () – ()

31 December 2019

Fair value

In thousands of Pounds Sterling Level  Level  Level  Total

Financial assets measured at fair value

Investments at FVPL – – , ,

Derivative financial assets – , – ,

The following table shows a reconciliation of the movements in the fair value measurements in level 3 of the fair value hierarchy:

In thousands of Pounds Sterling

 December



 December



Balance at 1 January , ,

Acquisitions of/additions in Investments at FVPL , ,

Income from investments at FVPL , ,

Distributions received from Investments at FVPL (,) (,)

Reclassification to other receivables – (,)

Balance at 31 December , ,

Investments at FVPL

The Management Board is responsible for carrying out the fair market valuation of the Company’s investments, which it then presents to the

Supervisory Board. The portfolio valuation is carried out on a six-monthly basis as at 30 June and 31 December each year. The portfolio valuation

is reviewed by an independent third-party professional.

The valuation is determined using the discounted cash flow methodology. The cash flow forecasts, generated by each of the underlying assets,

are received by the Company or its subsidiaries, adjusted as appropriate to reflect risks and opportunities, and discounted using asset-specific

discount rates. The portfolio valuation methodology remains unchanged from previous reporting periods.

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18. Fair value measurements and sensitivity analysis (continued)

Covid-19

The portfolio continued its strong performance over the reporting period with no material adverse effect on valuation resulting from Covid-19.

This strong performance is primarily as a result of the Group holding a low-risk, 100 per cent availability-based portfolio, coupled with strong

stakeholder collaboration during the reporting period. There continues to be uncertainty surrounding Covid-19 with the consequences and

potential disruptions difficult to foresee, but currently our portfolio remains resilient in this challenging market environment. We will continue to

work very closely with all stakeholders to help mitigate the risks and effects of the global pandemic.

Key Portfolio Company and portfolio cash flow assumptions underlying NAV calculation include:

— The discount rates and the Assumptions as set out below continue to be applicable.

— The updated financial models used for valuation accurately reflect the terms of all agreements relating to the Portfolio Companies and

represent a fair and reasonable estimation of future cash flows accruing to the Portfolio Companies.

— Cash flows from and to the Portfolio Companies are received and made at the times anticipated.

— Non-UK Portfolio Companies are valued in local currency and their cash flows converted to Sterling at either the period-end exchange rates

or the contract hedge rate.

— Where the operating costs of the Portfolio Companies are fixed by contract, such contracts are performed, and where such costs are not

fixed, they remain within the current forecasts in the valuation models.

— Where lifecycle costs/risks are borne by the Portfolio Companies, they remain in line with the current forecasts in the valuation models.

— An assessment is made of construction defect remediation where the risk sits with the Portfolio Company.

— Contractual payments to the Portfolio Companies remain on track and contracts with public sector or public sector backed counterparties

are not terminated before their contractual expiry date.

— Any deductions or abatements during the operations period of Portfolio Companies are fully passed down to subcontractors under

contractual arrangements or are part of the planned (lifecycle) forecasts.

— Where the Portfolio Companies own the residual property value in an investment, the projected amount for this value is realised.

— In cases where the Portfolio Companies have contracts that are in the construction phase, they are either completed on time or any delay

costs are borne by the construction contractors.

— There are no tax or regulatory changes in the future which negatively impact cash flow forecasts.

In forming the above assessments, the Group works with Portfolio Company management teams, as well as using due diligence information

from, or working with, suitably qualified third parties such as technical, legal and insurance advisers.

Macro-economic assumptions

Apart from the discount rates, the Company uses the following assumptions for the cash flows:

31 December 2020 31 December 2019

Indexation UK

RPI/CPIH 2.75% / 2.00% 2.75%

Canada 2.00% / 2.35% 2.00% / 2.35%

Australia 2.50% 2.50%

Germany 2.00% 2.00%

Netherlands

2.00% 2.00%

Norway

2.25% 2.25%

USA

2.50% 2.50%

Deposit rates (p.a.) UK 0.25% to Q4 2023, then 1.00% 1.00% to Q4 2023, then 2.50%

Canada 0.75% to Q4 2023, then 1.50% 1.00% to Q4 2023, then 2.50%

Australia 0.50% to Q4 2023, then 2.00% 2.00% to Q4 2023, then 3.00% – 4.00%

(medium term)

Germany 0.00% to Q4 2023, then 0.50% 1.00% to Q4 2023, then 2.50%

Netherlands 0.00% to Q4 2023, then 0.50% 1.00% to Q4 2023, then 2.50%

Norway 0.25% to Q4 2023, then 2.00% 1.80% to Q4 2023, then 3.00%

USA 0.25% to Q4 2023, then 1.50% 1.00% to Q4 2023, then 2.50%

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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18. Fair value measurements and sensitivity analysis (continued)

Macro-economic assumptions (continued)

31 December 2020 31 December 2019

Corporate tax rates

(p.a.)

UK 19.00% long-term 19.00% to 2019, then 17.00%

Canada

23.00% / 26.50% / 27.00% / 29.00% 26.50% / 27.00% / 29.00%

Australia 30% long-term 30% long-term

Germany

15.8% long-term (incl. solidarity charge) 15.8% long-term (incl. solidarity charge)

Netherlands

25% long-term 25% till 2020, then 21.7%

Norway 22% long-term 22% long-term

USA 21% long-term 21% long-term

1. On the 25th of November 2020, the UK Government announced the phasing out of RPI after 2030, and replacement with CPIH; the Company’s UK portfolio indexation factor

changes from RPI to CPIH beginning on 1 January 2031.

2. CPI indexation only. Where investments are subject to a basket of indices, these non-CPI indices are not considered.

3. 80 per cent of ORB indexation factor for revenue is contractual and is not tied to CPI.

4. Individual tax rates vary among Canadian Provinces.

5. Individual local trade tax rates are considered in addition to the tax rate above.

6. In September 2020, the Dutch Government confirmed that the planned reduction of the headline corporate income tax rate (CIT) to 21.7 per cent will not be introduced in

2021.

Discount rate sensitivity

The weighted average discount rate that is applied to the Company’s portfolio of investments is the single most important judgement and

variable.

The following table shows the sensitivity of the NAV, by applying a change in the discount rate on Investments at FVPL:

+1% to 7.77% in 2020

-1% to 5.77% in 2020

Effects in thousands of Pounds Sterling Equity Profit or loss Equity Profit or loss

31 December 2020 (,) (,) , ,

31 December 2019 (,) (,) , ,

1. Based on the weighted average discount rate of 6.77 per cent (31 December 2019: 7.07 per cent).

Inflation rate sensitivity

The Company’s investments are contractually entitled to receive availability-based income streams from public sector clients, which are adjusted

every year for inflation. Facilities management subcontractors for accommodation investments and operating and maintenance subcontractors

for transport investments have similar indexation arrangements. The investment cash flows are positively correlated with inflation (e.g. RPI, CPI,

or a basket of indices).

The following table shows the sensitivity of the NAV, by applying a change in the inflation rate to Investments at FVPL:

+1% -1%

Effects in thousands of Pounds Sterling Equity Profit or loss Equity Profit or loss

31 December 2020 , , (,) (,)

31 December 2019 , , (,) (,)

110 BBGI Global Infrastructure S.A.

Annual Report 2020

18. Fair value measurements and sensitivity analysis (continued)

Foreign exchange rate sensitivity

A significant proportion of the Group’s underlying investments are denominated in currencies other than Pounds Sterling.

The following table shows the sensitivity of the NAV, by applying a change to foreign exchange rates on Investments at FVPL:

Increase by 10%

Decrease by 10%

Effects in thousands of Pounds Sterling Equity Profit or loss Equity Profit or loss

31 December 2020 (,) (,) , ,

31 December 2019 (,) (,) , ,

1. Sensitivity in comparison to the spot foreign exchange rates at 31 December 2020 and considering the contractual and natural hedges in place, derived by applying a 10 per

cent increase or decrease to the Sterling/foreign currency rate.

Deposit rate sensitivity

Project Companies typically have cash deposits which are required to be maintained as part of the senior debt funding requirements. (e.g. six

months debt service reserve accounts, maintenance reserve accounts). The asset cash flows are positively correlated with the deposit rates.

The table below shows the sensitivity of the NAV, by applying a change in the long-term deposit rates compared to the assumptions above:

+1% -1%

Effects in thousands of Pounds Sterling Equity Profit or loss Equity Profit or loss

31 December 2020 ,  ,  (,) (,)

31 December 2019 , , (,) (,)

Lifecycle costs sensitivity

Lifecycle is the cost of planned interventions or replacing material parts of an asset to maintain it over the concession term. It involves larger

items that are not covered by routine maintenance and for roads it will include items such as replacement of asphalt, rehabilitation of surfaces, or

replacement of electromechanical equipment. Lifecycle obligations, are generally passed down to the facility maintenance provider with the

exception of transportation investments where these obligations are typically retained by the Portfolio Company.

Of the Group’s 50 Investments at FVPL, 17 Investments at FVPL retain the lifecycle obligations. The remaining 33 assets have this obligation

passed down to the subcontractor.

The following table shows the sensitivity of the NAV, by applying a change in lifecycle costs to Investments at FVPL:

Increase by 10%

Effects in thousands of Pounds Sterling Equity Profit or loss Equity Profit or loss

31 December 2020 (,) (,) ,  , 

31 December 2019 (,) (,) , ,

1. Sensitivity applied to the 17 investments in the portfolio which retain the lifecycle obligation i.e. the obligation is not passed down to the subcontractor.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

111 BBGI Global Infrastructure S.A.

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18. Fair value measurements and sensitivity analysis (continued)

Corporate tax rate sensitivity

The profits of each portfolio company are subject to corporate tax in the country where that company is located. The following table shows the

sensitivity of the NAV, by applying a change in the corporate tax rate to Investments at FVPL:

+1% in 2020 -1% in 2019

Effects in thousands of Pounds Sterling Equity Profit or loss Equity Profit or loss

31 December 2020 (,) (,) , ,

31 December 2019 (,) (,) , ,

On March 3rd, 2021, the UK Chancellor of the Exchequer announced a plan to increase the UK Corporate Tax rate to 25 per cent from April 2023.

Whilst this increase is not currently enacted and is still to be approved by the UK Parliament, the Company recognises that any change in the UK

Corporate Tax rate will have an effect on the portfolio valuation. It is the Company’s policy to value those tax rates that have been enacted into

law at the reporting period date. Notwithstanding this, and to aid transparency, we have calculated that this increase of the UK Corporation Tax

rate would result in a £8.9 million or 1.0 per cent reduction in NAV.

Senior debt refinancing sensitivity

Assumptions are used where a refinancing of senior debt financing is required for an investment during the remaining concession term. There is

a risk that such assumptions may not be achieved.

The following table shows the sensitivity of the NAV, by applying a change in base rate to the Investments at FVPL, of a +100bps adjustment to

the forecasted margins. The base rate for senior debt is either fixed or a long-term interest swap is available with the effect that none of our assets

is subject to changes in base rates.

Margin +1%

In thousands of Pounds Sterling Equity Profit or loss

2020 (,) (,)

2019 (,) (,)

1. The Northern Territory Secure Facilities (‘NTSF’) asset is the only remaining asset in the Group´s portfolio with refinancing risk.

Derivative financial instruments

The fair value of derivative financial instruments (‘foreign exchange forwards’) is calculated by the difference between the contractual forward

rate and the estimated forward exchange rates at the maturity of the forward contract. The foreign exchange forwards are fair valued periodically

by the counterparty bank. The fair value of derivative financial instruments as of 31 December 2020 amounted to a net asset of £16,000

(31 December 2019: £1,361,000 – net asset). The counterparty bank has an S&P/Moody’s long-term credit rating of A+/Aa3.

The net loss on the valuation of foreign exchange forwards for the year ended 31 December 2020 amounted to a net loss of £1,495,000

(31 December 2019: £930,000 – net loss).

During the year ended 31 December 2020, the Group realised a net loss of £151,000 on the cash settlement of foreign exchange forwards

(31 December 2019: £1,164,000 – realised net gain).

The 2019 net gain on the derivative financial instruments have been reclassified for consistency with the current year presentation from ‘Other

operating expenses’ to ‘Net gain(loss) on balance sheet hedging’. This reclassification had no effect on the reported results in the prior year.

112 BBGI Global Infrastructure S.A.

Annual Report 2020

19. Subsidiaries

During the year ended 31 December 2020, the Company had the following consolidated subsidiaries (‘Holding Companies’ if referred to

individually) which are included in the consolidated financial statements:

Company

Country of

Incorporation

Effective

Ownership

Interest

Year

Acquired/

Established

BBGI Global Infrastructure S.A. Luxembourg Ultimate Parent 

BBGI Management HoldCo S.à r. l. (‘MHC’) Luxembourg .% 

BBGI Inv, S.à r. l. Luxembourg .% 

BBGI Investments S.C.A. Luxembourg .% 

BBGI Holding Limited UK .% 

BBGI (NI) Limited UK .% 

BBGI (NI) 2 Limited UK .% 

BBGI CanHoldco Inc. Canada .% 

BBGI Guernsey Holding Limited Guernsey .% 

BBGI Ireland Limited Ireland .% 

The Company’s subsidiaries which are not consolidated, by virtue of the Company being an Investment Entity, and are accounted for as

Investments at FVPL, are as follows:

Company Asset Name

Country of

Incorporation

Effective

Ownership

Date

Acquired

Controlled

RW Health Partnership Holdings Pty Limited Royal Women’s Hospital Australia .% 

RWH Health Partnership Pty Limited Royal Women’s Hospital Australia .% 

RWH Finance Pty Limited Royal Women’s Hospital Australia .% 

Victorian Correctional Infrastructure Partnership Pty

Limited

Victoria Correctional Facilities Australia .% 

BBPI Sentinel Holdings Pty Limited Northern Territory Secure Facilities Australia .% 

BBPI Sentinel Holding Trust Northern Territory Secure Facilities Australia .% 

BBPI Sentinel Pty Limited Northern Territory Secure Facilities Australia .% 

BBPI Member Trust Northern Territory Secure Facilities Australia .% 

Sentinel Partnership Pty Limited Northern Territory Secure Facilities Australia .%  and



Sentinel UJV Northern Territory Secure Facilities Australia .%  and



Sentinel Financing Holdings Pty Limited Northern Territory Secure Facilities Australia .%  and



Sentinel Financing Pty Limited Northern Territory Secure Facilities Australia .%  and



Sentinel Finance Holding Trust Northern Territory Secure Facilities Australia .%  and



Sentinel Finance Trust Northern Territory Secure Facilities Australia .%  and



BBGI Sentinel Holdings 2 Pty Limited Northern Territory Secure Facilities Australia .% 

BBGI Sentinel Holding Trust 2 Northern Territory Secure Facilities Australia .% 

BBGI Sentinel 2 Pty Limited Northern Territory Secure Facilities Australia .% 

BBGI Sentinel Trust 2 Northern Territory Secure Facilities Australia .% 

BBGI Champlain Holding Inc. Champlain Bridge Canada .% 

BBGI SSLG Partner Inc. Champlain Bridge Canada .% 

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

113 BBGI Global Infrastructure S.A.

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STATEMENTS

STRATEGIC

REPORT

19. Subsidiaries (continued)

Company Asset Name

Country of

Incorporation

Effective

Ownership

Date

Acquired

Controlled

Signature on the Saint_Laurent Group G.P. Champlain Bridge Canada .% 

SSL Finance Inc. Champlain Bridge Canada .% 

Golden Crossing Holdings Inc. Golden Ears Bridge Canada .%  and



Golden Crossing Finance Inc. Golden Ears Bridge Canada .%  and



Golden Crossing Inc. Golden Ears Bridge Canada .%  and



Global Infrastructure Limited Partnership Golden Ears Bridge Canada .%  and



Golden Crossing General Partnership Golden Ears Bridge Canada .%  and



BBGI KVH Holdings Inc. Kelowna and Vernon Hospitals Canada .% 

BBGI KVH Inc. Kelowna and Vernon Hospitals Canada .% 

BBGI KVH Holdings 2 Inc. Kelowna and Vernon Hospitals Canada .% 

BBGI KVH 2 Inc. Kelowna and Vernon Hospitals Canada .% 

Infusion Health KVH General Partnership Kelowna and Vernon Hospitals Canada .%  and



BBGI 104 GP Inc Highway 104 Canada .% 

Dexter Nova Alliance GP Highway 104 Canada .% 

WCP Holdings Inc. Women’s College Hospital Canada .% 

WCP Inc. Women’s College Hospital Canada .% 

WCP Investments Inc. Women’s College Hospital Canada .% 

Women’s College Partnership Women’s College Hospital Canada .% 

Stoney Trail Group Holdings Inc. Northeast Stoney Trail Canada .% 

Stoney Trail LP Inc. Northeast Stoney Trail Canada .% 

Stoney Trail Investments Inc. Northeast Stoney Trail Canada .% 

Stoney Trail Inc. Northeast Stoney Trail Canada .% 

Stoney Trail Global Limited Partnership Northeast Stoney Trail Canada .% 

Stoney Trail General Partnership Northeast Stoney Trail Canada .% 

BBGI NCP Holdings Inc. North Commuter Parkway Canada .% 

BBGI Stanton Holdco 1 Inc. Stanton Territorial Hospital Canada .% 

BBGI Stanton Holdco 2 Inc. Stanton Territorial Hospital Canada .% 

BBGI Stanton Holdco 3 Inc. Stanton Territorial Hospital Canada .% 

BBGI Stanton Holdco 4 Inc. Stanton Territorial Hospital Canada .% 

BBGI Canada Holding 5 Inc. Stanton Territorial Hospital Canada .% 

Boreal Health Partnership Stanton Territorial Hospital Canada .%  and



PJB Beteiligungs-GmbH Burg Correctional Facility Germany .%  and



Projektgesellschaft Justizvollzug Burg GmbH & Co. KG Burg Correctional Facility Germany .% 

PJB Management-GmbH Burg Correctional Facility Germany .% 

Kreishaus Unna Holding GmbH Unna Administrative Center Germany .%  and



Projekt- und Betriebsgesellschaft Kreishaus Unna mbH Unna Administrative Center Germany .%  and



114 BBGI Global Infrastructure S.A.

Annual Report 2020

Company Asset Name

Country of

Incorporation

Effective

Ownership

Date

Acquired

Controlled

BBGI PPP Investment S.à r.l. Holding entity Luxembourg .% 

De Groene Schakel Holding B.V. Westland Town Hall Netherlands .%  and



De Groene Schakel B.V. Westland Town Hall Netherlands .%  and



Noaber18 Holding B.V. N18 Motorway Netherlands .% , 

and 

Noaber18 B.V. N18 Motorway Netherlands .% , 

and 

Agder OPS Vegselskap AS E18 Norway .%  and



Bedford Education Partnership Holdings Limited Bedford Schools UK .% 

Bedford Education Partnership Limited Bedford Schools UK .% 

Lisburn Education Partnership (Holdings) Limited Lisburn College UK .% 

Lisburn Education Partnership Limited Lisburn College UK .% 

Clackmannanshire Schools Education Partnership

(Holdings)Limited

Clackmannanshire Schools UK .% 

Clackmannanshire Schools Education Partnership

Limited

Clackmannanshire Schools UK .% 

Primaria (Barking & Havering) Limited Barking & Havering Clinics (LIFT) UK .% 

Barking Dagenham Havering Community Ventures

Limited

Barking & Havering Clinics (LIFT) UK .% 

Barking & Havering LIFT (Midco) Limited Barking & Havering Clinics (LIFT) UK .% 

Barking & Havering LIFT Company (No.1) Limited Barking & Havering Clinics (LIFT) UK .% 

Scottish Borders Education Partnership (Holdings)

Limited

Scottish Borders Schools UK .% 

Scottish Borders Education Partnership Limited Scottish Borders Schools UK .% 

Coventry Education Partnership Holdings Limited Coventry Schools UK .% 

Coventry Education Partnership Limited Coventry Schools UK .% 

Fire Support (SSFR) Holdings Limited Stoke & Staffs Rescue Service UK .% 

Fire Support (SSFR) Limited Stoke & Staffs Rescue Service UK .% 

Highway Management M80 Topco Limited M80 Motorway UK .% 

Tor Bank School Education Partnership (Holdings)

Limited

Tor Bank School UK .% 

Tor Bank School Education Partnership Limited Tor Bank School UK .%  and



Mersey Care Development Company 1 Limited Mersey Care Hospital (LIFT) UK .%  and



MG Bridge Investments Limited Mersey Gateway Bridge UK .% 

Lagan College Education Partnership (Holdings)

Limited

Lagan College UK .% 

Lagan College Education Partnership Limited Lagan College UK .% 

Highway Management (City) Holding Limited M1 Westlink UK .% 

GB Consortium 1 Limited North London Estates Partnership

(LIFT) and Liverpool and Sefton

Clinics (LIFT)

UK .% , 

and 

19. Subsidiaries (continued)

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

115 BBGI Global Infrastructure S.A.

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STRATEGIC

REPORT

19. Subsidiaries (continued)

Company Asset Name

Country of

Incorporation

Effective

Ownership

Date

Acquired

Controlled

East Down Education Partnership (Holdings) Limited East Down Colleges UK .%  and



East Down Education Partnership Limited East Down Colleges UK .%  and



Highway Management (City) Finance Plc M1 Westlink UK .% 

Highway Management (City) Limited M1 Westlink UK .% 

Blue Light Partnership (ASP) NewCo Limited Avon and Somerset Police HQ UK .% , 

and 

Blue Light Partnership (ASP) Holdings Limited Avon and Somerset Police HQ UK .% , 

and 

Blue Light Partnership (ASP) NewCo 2 Limited Avon and Somerset Police HQ UK .% 

GT ASP Limited Avon and Somerset Police HQ UK .% 

Blue Light Partnership (ASP) Limited Avon and Somerset Police HQ UK .% 

Northwin Limited North West Regional College UK .% 

Northwin (Intermediate) (Belfast) Limited Belfast Metropolitan College UK .% 

Northwin (Belfast) Limited Belfast Metropolitan College UK .% 

BBGI East End Holdings Inc. Ohio River Bridges USA .% 

East End Crossings Partners, LLC Ohio River Bridges USA .%  and



Trade and other receivables

As at 31 December 2020, trade and other receivables include short-term receivables from non-consolidated subsidiaries amounting to

£1,631,000 (2019: £3,876,000).

20. Related parties and key contracts

All transactions with related parties were undertaken on an arm’s length basis.

Supervisory Board fee

The members of the Supervisory Board of the Company were entitled to a total of £209,000 in fees for the year ended 31 December 2020 (2019:

£215,000).

Directors’ shareholding in the Company

In thousands of shares

 December



 December



Duncan Ball  

Frank Schramm  

Michael Denny  

Colin Maltby

– 

Sarah Whitney  

, ,

1. Mr. Maltby stepped down from his role on the Supervisory Board with effect from 31 July 2020.

116 BBGI Global Infrastructure S.A.

Annual Report 2020

20. Related parties and key contracts (continued)

Remuneration of the Management Board

Under the current remuneration programme, all staff are entitled to an annual base salary payable monthly in arrears, which is reviewed annually

by the Management Board. The Management Board members are entitled to a fixed remuneration under their contracts and are also entitled to

participate in a short-term incentive plan and a long-term incentive plan. Compensation under their contracts is reviewed annually by the

Remuneration Committee.

The total short-term and other long-term benefits recorded in the consolidated income statement for the Management Board, as the key

management personnel, are as follows:

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Short-term benefits , ,

Share-based payment  

, ,

Share-based compensation

Each of the members of the Management Board received award letters (‘2019 Award’, ‘2018 Award’, and ‘2017 Award’, respectively) under the

Group’s long-term incentive plan. These awards are to be settled by MHC in the Company’s own shares. Of the awards granted, 50 per cent vests

by reference to a performance measure based on the Company’s Total Shareholder Return (‘TSR condition’) over the Return Periods (below),

and the remaining vests by reference to a performance measure based on the increase in the Company’s Investment Basis NAV per share (‘NAV

condition’). Further details are as follows:

 Award  Award  Award

Return Period December -

December 

December -

December 

December -

December 

Vesting period (by reference to performance Measure – NAV condition

and TSR condition)

 mos. Ending

//

 mos. Ending

//

 mos. Ending

//

Maximum number of shares which will vest , , ,

The fair value of the equity instruments awarded to the Management Board was determined using a Monte Carlo model, the key parameters of

which are listed in the following table:

 Award  Award  Award

Share price at grant date £. £. £.

Maturity  years  years  years

Annual target dividend (2020) £. – –

Annual target dividends (2021 to 2022) £. – –

Annual target dividends (2019 to 2021) – £. –

Annual target dividends (2018 to 2020) – – £.

Volatility % % %

Risk free rate Between

.%-.%

Between

.%-.%

Between

.%-.%

The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the plan is indicative of future trends,

which may not necessarily be the actual outcome.

During the year, the Group started to implement a ‘Staff Award Plan’ to selected employees. The ‘Staff Award Plan’ entitles the employee to a

right to receive shares in the Company upon meeting a service condition.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

117 BBGI Global Infrastructure S.A.

Annual Report 2020

CORPORATE

GOVERNANCE

COMPANY

OVERVIEW

FINANCIAL

STATEMENTS

STRATEGIC

REPORT

20. Related parties and key contracts (continued)

Share-based compensation (continued)

The fair value of the awards and amounts recognised as additional paid in capital in the Group’s consolidated statement of financial position are

as follows:

In thousands of Pounds Sterling

 December



 December



2019 Award  –

2018 Award  

2017 Award  

2016 Award – 

Deferred STIP  –

Staff Award Plan  –

Amount recognised in additional paid-in capital , 

During the year ended 31 December 2020, the Company settled the outstanding obligation under the 2016 Award through (a) issuance of

690,274 shares at 144.5 pence per share. The total accrued amount under the 2016 Award as at 31 December 2019 was £540,000. This amount

was transferred from Additional paid in capital to Share capital at the settlement date, less the adjustment of £114,000.

The share-based compensation expenses amount recognised as part of ‘administrative expenses’ in the Group’s consolidated income statement

are as follows:

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



2019 Award  –

2018 Award  

2017 Award  

2016 Award () 

Deferred STIP  –

Staff Award Plan  –

Amount recognised in administrative expenses  

In December 2020, each of the members of the Management Board received an award letter (‘2020 Award’). The maximum number of shares

that could be issued under this award was determined by using the closing price of the Company’s share price on 23 December 2020, as

ascertained from the Official List, which was 170.00 pence per share. Subject to the achievement of the performance conditions, the awards will

vest after 21 December 2023.

Deferred STIP

Commencing in 2020, the Company introduced a bonus deferral under the STIP with one-third of any bonus earned being deferred into shares

for three year holding period. The deferral component of the STIP differs from the Company’s share-based compensation in that there are no

further vesting conditions on this earned bonus.

The Deferred STIP is valued at 33.3% of the outcome of the annual bonus plan for the Management Board. The total value of the Deferred STIP as

at 31 December 2020 was £627,000 (31 December 2019: nil).

21. Commitments and contingencies

The Group has engaged, in the ordinary course of business, the services of certain entities to provide legal, custodian, audit, tax and other

services to the Company. The expenses incurred in relation to such are treated as legal and professional fees under the administrative expenses

grouping in the consolidated income statement.

As at 31 December 2020, the Group had utilised £1.2 million (31 December 2019: £22.2 million) of the £180 million RCF, of which £1.2 million

(31 December 2019: £1.2 million) was being used to cover letters of credit. Refer to Note 15 for further details on the RCF.

MHC leases its current office under a cancellable operating lease agreement. The expenses incurred in relation to such are recognised as office

and other expenses under administrative expenses (see Note 6).

118 BBGI Global Infrastructure S.A.

Annual Report 2020

22. Service Concession Agreements

As at 31 December 2020, the Group has a portfolio of 50 assets (see also Note 9), with a weighted average remaining concession length of 20.4

years. The Group has a diverse asset mix from which the service concession receivables are derived. All assets are availability-based. The rights of

both the concession provider and concession operator are stated within the specific asset agreement.

The following table summarises the main information about the Group’s outstanding service concession agreements:

Period of Concession

(Operational Phase)

Sector Asset Name

% Equity

Owned on

Asset

Short Description of

Concession Arrangement Phase Start Date End Date

Investment

Volume

Availability

Roads

Kicking Horse

Canyon

50.0% Design, build, finance and

operate a 26-km stretch of the

Trans-Canada Highway, a vital

gateway to British Columbia.

Operational September

2007

October

2030

C$ 148 million

Golden Ears

Bridge

100.0% Design, build, finance and

operate the Golden Ears Bridge

that spans the Fraser River and

connects Maple Ridge and Pitt

Meadows to Langley and

Surrey, near Vancouver, British

Columbia.

Operational June

2009

June

2041

C$ 1,117 million

Northwest

Anthony

Henday Drive

50.0% Partly design, build, finance and

operate a major transport

infrastructure asset in Canada, a

ring road through Edmonton,

capital of the province of

Alberta.

Operational November

2011

October

2041

C$ 1,170 million

M80

Motorway

50.0% Design, build, finance and

operate 18 km of dual two/three

lane motorway with associated

slip roads and infrastructure

from Stepps in North

Lanarkshire to Haggs in Falkirk

(Scotland).

Operational July

2011

September

2041

£310 million

E18

Motorway

100.0% Design, build, finance, operate

and maintain a 38 km dual

carriageway in Norway,

including 61 bridges and

structures and 75 km of

secondary roads, carving

through a rugged and beautiful

landscape between Grimstad

and Kristiansand.

Operational August

2009

August

2034

NOK 3,604

million

Northeast

Stoney Trail

100.0% Design, build, finance, operate

and maintain a 21 km section of

highway, forming part of a larger

ring road developed in Calgary,

Alberta, Canada.

Operational November

2009

October

2039

C$424 million

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

119 BBGI Global Infrastructure S.A.

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STRATEGIC

REPORT

22. Service Concession Agreements (continued)

Period of Concession

(Operational Phase)

Sector Asset Name

% Equity

Owned on

Asset

Short Description of

Concession Arrangement Phase Start Date End Date

Investment

Volume

Availability

Roads

(continued)

Ohio River

Bridge

66.67% Design, build, finance, operate

and maintain East End Bridge

asset which includes a

cable-stay bridge, a tunnel and

the connecting highway with a

total length of 8 miles crossing

the Ohio river in the greater

Louisville-Southern Indiana

region.

Operational December

2016

September

2051

US$ 1,175

million

Mersey

Gateway

Bridge

37.5% Design, build, finance, operate

and maintain a new circa 1-km

long six-lane toll cable-stay

bridge (three towers) over the

Mersey river to relieve the

congested and ageing Silver

Jubilee Bridge and upgrading

works for 9.5 km of existing

roads and associated

structures.

Operational October

2017

March

2044

£650 million

M1 Westlink 100.0% Design, build, finance, operate

and maintain with significant

amount of construction work

completed in 2009 to upgrade

key sections of approx. 60 km of

motorway through Belfast and

its vicinity, including O&M of

the complete motorway.

Operational February

2006

February

2036

£161 million

North

Commuter

Parkway

50.0% Design, build, finance, operate

and maintain two new arterial

roadways and a new river

crossing located in the north

area of Saskatoon,

Saskatchewan, Canada, and

design, construct, finance,

operate and maintain a

replacement river crossing

located in Saskatoon’s

downtown core.

Operational October

2018

September

2048

C$ 311 million

Canada Line 26.7% Design, build, finance, operate

and maintain a 19km rapid

transit line connecting the cities

of Vancouver and Richmond

with Vancouver International

Airport in British Columbia,

Canada.

Operational August

2009

July

2040

C$ 1,895 million

Southeast

Stoney Trail

40.0% Design, build, finance, operate

and maintain a 25km section of

highway, forming part of a larger

ring road developed in Calgary,

Alberta, Canada.

Operational November

2013

September

2043

C$ 524 million

120 BBGI Global Infrastructure S.A.

Annual Report 2020

Period of Concession

(Operational Phase)

Sector Asset Name

% Equity

Owned on

Asset

Short Description of

Concession Arrangement Phase Start Date End Date

Investment

Volume

Availability

Roads

(continued)

William R.

Bennett

Bridge

80.0% Design, build, finance, operate

and maintain a 1.1km long

floating bridge in Kelowna,

British Columbia, Canada.

Operational May

2008

June

2035

C$ 184 million

A1/A6

Motorway

37.14%* Design, build finance operate

and maintain the enlargement

of the A1/A6 in the Netherlands,

which involves the

reconstruction and widening of

this 2x5 lanes motorway plus 2

reversible direction lanes. The

asset involves some 70 new

engineering structures.

Operational July

2017

June

2042

€727 million

N18

Motorway

52.0% Design, build, finance operate

and maintain the extension of

the N18 motorway between

Varsseveld and Enschede in the

eastern part of the Netherlands.

It comprises of 15 km of existing

and 27km of a new 2x2-lane

motorway with more than 30

ecological passages, aiming at a

reduction in traffic in certain

villages and safety

improvement.

Operational April

2018

April

2043

€ 130 million

Highway 104 50% Design, build, finance, operate

and maintain PPP following

completion of construction.

The project consists of the

construction of a four-lane

divided highway corridor

beginning at the end of the

existing divided highway east of

New Glasgow near Exit 27 at

Sutherlands River and running

for a distance of approximately

38km to the existing divided

highway just west of the

Addington Fork Interchange

(Exit 31) at Antigonish.

Construction May

2020

August

2043

C$718 million

Champlain

Bridge

25% Design, construction, financing,

operation, maintenance and

rehabilitation of a new bridge

spanning the St. Lawrence River

between Montreal and

Brossard, Quebec.

Operational December

2020

October

2049

C$2,260 million

22. Service Concession Agreements (continued)

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

121 BBGI Global Infrastructure S.A.

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CORPORATE

GOVERNANCE

COMPANY

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STATEMENTS

STRATEGIC

REPORT

22. Service Concession Agreements (continued)

Period of Concession

(Operational Phase)

Sector Asset Name

% Equity

Owned on

Asset

Short Description of

Concession Arrangement Phase Start Date End Date

Investment

Volume

Social

Infrastructure

Victoria

Correctional

Facilities

100.0% Design, build, finance, operate,

and maintain for a period of 25

years, two new correctional

facilities for the State of Victoria,

Australia (MCC and MRC).

Operational March

2006 (MRC)/

February

2006 (MCC)

May

2031

A$ 244.5

million

Burg

Correctional

Facility

90.0% Design, build, finance, operate,

and maintain for a concession

period of 25 years, a new

correctional facility for the state

of Saxony-Anhalt, Germany.

Operational May

2009

April

2034

€ 100 million

Avon and

Somerset

Police HQ

100.0% Design, build, finance, operate

and maintain four new build

police and custody facilities in

the Avon and Somerset region

(UK).

Operational July 2014/

July 2015

March

2039

£83 million

Northern

Territory

Secure

Facilities

100.0% Design, build, finance, operate

and maintain a new correctional

facility, located near Darwin,

including three separate

centres of the 1,048 bed

multi-classification men’s and

women’s correctional centre

and 24-bed Complex

Behaviour Unit.

Operational November

2014

October

2044

A$620 million

Bedford

Schools

100.0% Design, build, finance, operate

and maintain the

redevelopment of two

secondary schools in the

County of Bedfordshire.

Operational June

2006

December

2035

£29 million

Coventry

Schools

100.0% Design, build, finance, operate

and maintain one new school

and community facilities for the

Coventry City Council.

Operational In stages from

March 2006

to June 2009

December

2034

£27 million

Kent Schools 50.0% Design, build, finance, operate

and maintain the

redevelopment, which included

the construction of new build

elements for each school as well

as extensive reconfiguration

and refurbishment of six

schools.

Operational June

2007

September

2035

£106 million

Scottish

Borders

Schools

100.0% Design, build, finance, operate

and maintain three new

secondary schools for Scottish

Borders Council.

Operational July

2009

November

2038

£92 million

Clackman-

nanshire

Schools

100.0% Design, build, finance, operate

and maintain the

redevelopment of three

secondary schools in

Clackmannanshire, Scotland.

Operational In stages from

January to

May 2009

March

2039

£77 million

122 BBGI Global Infrastructure S.A.

Annual Report 2020

Period of Concession

(Operational Phase)

Sector Asset Name

% Equity

Owned on

Asset

Short Description of

Concession Arrangement Phase Start Date End Date

Investment

Volume

Social

Infrastructure

(continued)

East Down

Colleges

100.0% Design, build, finance, operate

and maintain the East Down

Colleges in Northern Ireland

Operational June

2009

May

2036

£73.8 million

(with Lisburn

College)

Lisburn

College

100.0% Design, build, finance, operate

and maintain Lisburn College in

Northern Ireland.

Operational April

2010

May

2036

£73.8 million

(with East

Down College)

Tor Bank

School

100.0% Design, build, finance, operate

and maintain a new school for

pupils with special education

needs in Northern Ireland.

Operational October

2012

October

2037

£13 million

Lagan

College

100.0% Design, build, finance operate

and maintain the

redevelopment of school in

Northern Ireland.

Operational October

2013

June

2038

£33 million

Cologne

Schools

50.0% Design, build, finance operate

and maintain the

redevelopment of five schools

in Cologne.

Operational April

2005

December

2029

€32 million

Rodenkirchen

Schools

50.0% Design, build, finance operate

and maintain a school for

approx. 1200 pupils in Cologne.

Operational November

2007

November

2034

€40 million

Frankfurt

Schools

50.0% Design, build, finance operate

and maintain the

redevelopment of four schools

in Frankfurt.

Operational August

2007

July

2029

€89 million

North West

Regional

College

100.0% Design, build, finance, operate

and maintain the North West

Regional College educational

campus in Derry, Northern

Ireland

Operational February

2001

January

2026

£9 million

Belfast

Metropolitan

College

100.0% Design, build, finance, operate

and maintain the Belfast Met

educational campus in Millfield,

Belfast, Northern Ireland

Operational September

2002

August

2027

£20 million

Westland

Town Hall

100.0% Design, build, finance, operate

and maintain Westland Town

Hall, a PPP accommodation

asset consisting of a new

approximately 11,000m2 town

hall for the Dutch Municipality

of Westland.

Operational August

2017

August

2042

€33 million

Gloucester

Royal Hospital

50.0% Design, build, finance, operate

and maintain a hospital scheme

in Gloucester, UK.

Operational April

2005

February

2034

£38 million

Liverpool and

Sefton Clinics

(LIFT)

60.0% Design, build, finance, operate

and maintain the primary

healthcare facilities in Liverpool

and Sefton, UK.

Operational In 7 tranches

starting April

2005 and

ending

February

2013

In 7 tranches

starting

November

2037 and

ending

February 2043

£97 million

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

22. Service Concession Agreements (continued)

123 BBGI Global Infrastructure S.A.

Annual Report 2020

CORPORATE

GOVERNANCE

COMPANY

OVERVIEW

FINANCIAL

STATEMENTS

STRATEGIC

REPORT

22. Service Concession Agreements (continued)

Period of Concession

(Operational Phase)

Sector Asset Name

% Equity

Owned on

Asset

Short Description of

Concession Arrangement Phase Start Date End Date

Investment

Volume

Social

Infrastructure

(continued)

North London

Estates

Partnership

(LIFT)

60.0% Design, build, finance, operate

and maintain the primary

healthcare facilities of the

Barnet, Enfield and Haringey

LIFT programme, UK.

Operational In 4 tranches

starting

February

2006 and

ending

June 2013

In 4 tranches

starting

January 2031

and ending

June 2043

£72 million

Barking

Dagenham

Havering

(LIFT)

60.0% Design, build, finance, operate

and maintain 10 facilities/clinics

in East London, UK with asset

construction completions

between 2005 and 2009.

Operational In 3 tranches

starting

October

2005 and

ending

October

2008

In 3 tranches

starting

September

2030 and

ending

September

2033

£65 million

Royal

Women’s

Hospital

100.0% Design, build, finance, operate

and maintain a new nine-storey

Royal Women’s Hospital in

Melbourne.

Operational June

2008

June

2033

A$316 million

Mersey Care

Hospital (part

of Liverpool

Sefton Clinics

(LIFT) above)

79.6% Design, build, finance, operate

and maintain a new mental

health in-patient facility on the

former Walton hospital site in

Liverpool, UK.

Operational December

2014

December

2044

£25 million

Kelowna and

Vernon

Hospital

100.0% Design, build, finance, operate

and maintain a new Patient

Care Tower, a new University of

British Columbia Okanagan

Clinical Academic Campus and

car park at Kelowna General

Hospital, and a new Patient

Care Tower at Vernon Jubilee

Hospital.

Operational January

2012

August

2042

C$432.9 million

Women’s

College

Hospital

100.0% Design, build, finance, operate

and maintain the new Women’s

College Hospital in Toronto,

Ontario, Canada.

Operational May 2013

(Phase 1),

September

2015 (Phase 2),

March 2016

(final

completion).

May

2043

C$345 million

Restigouche

Hospital

Centre

80.0% Design, build, finance, operate

and maintain the new

Psychiatric Care Centre in

Restigouche, New Brunswick,

Canada.

Operational June

2015

October

2044

C$210 million

McGill

University

Health Centre

40.0% Design, build, finance, operate

and maintain the new McGill

University Health Centre,

Montreal, Canada.

Operational October

2014

September

2044

C$2,012 million

124 BBGI Global Infrastructure S.A.

Annual Report 2020

22. Service Concession Agreements (continued)

Period of Concession

(Operational Phase)

Sector Asset Name

% Equity

Owned on

Asset

Short Description of

Concession Arrangement Phase Start Date End Date

Investment

Volume

Social

Infrastructure

(continued)

Stanton

Territorial

Hospital

100.0% Design, build, finance, operate

and maintain the new Stanton

Territorial Hospital, Yellowknife,

Northwest Territories, Canada.

Operational December

2018

December

2048

C$298 million

Stoke & Staffs

Rescue Service

85.0% Design, build, finance, operate

and maintain 10 new

community fire stations in

Stoke-on-Trent and

Staffordshire, UK.

Operational November

2011

October

2036

£47 million

Unna

Administrative

Centre

90.0% Design, build, finance, operate

and maintain the administration

building of the Unna District in

Rhine-Westphalia, Germany.

Operational July

2006

July

2031

€24 million

Fürst Wrede

Military Base

50.0% Design, build, finance, operate

and maintain the refurbishment

and new construction of a 32

hectare army barracks in

Munich, Germany.

Operational March

2008

March

2028

€48 million

23. Standards issued but not yet effective

A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2021 and earlier application

is permitted; however, the Group has not early adopted any of the forthcoming new or amended standards in preparing these condensed

consolidated interim financial statements. The Group intends to adopt these new and amended standards, if applicable, when they become

effective.

Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16

On 27 August 2020, the IASB published Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.

With publication of the phase two amendments, the IASB has completed its work in response to IBOR reform.

The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (‘IBOR’) is replaced with

an alternative nearly risk-free interest rate (‘RFR’).

The amendments include a practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform,

to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest. Inherent in allowing the use of this

practical expedient is the requirement that the transition from an IBOR benchmark rate to an RFR takes place on an economically equivalent

basis with no value transfer having occurred.

The adoption of this new standard is not expected to have a significant impact on the Group’s consolidated financial statements.

24. Events after the end of the reporting period

In February 2021, Company declared a 2

interim dividend of 3.59 pence per share with scrip alternative for qualifying shareholders for the

period 1 July – 31 December 2020, to be paid in April 2021.

Impact of coronavirus (Covid-19)

At the date of publication of these consolidated financial statements, the Group and its portfolio has not experienced any material adverse

operational or financial impact related to the implications of Covid-19. The portfolio continued its strong performance over the reporting period

with no material adverse effect on valuation resulting from Covid-19. This strong performance is primarily as a result of the Group holding a

low-risk, 100 per cent availability-based portfolio, coupled with strong stakeholder collaboration during the reporting period. There continues to

be uncertainty surrounding Covid-19 with the consequences and potential disruptions difficult to foresee, but currently our portfolio remains

resilient in this challenging market environment. We will continue to work very closely with all stakeholders to help mitigate the risks and effects

of the global pandemic.

Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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Report on the Audit of the Financial Statements

To the Shareholders of

BBGI GLOBAL INFRASTRUCTURE S.A. (formerly BBGI SICAV S.A.)

6E, route de Trèves

L-2633 Senningerberg

Luxembourg

Report of the Reviseur d’Entreprises agréé

Opinion

We have audited the financial statements of BBGI GLOBAL INFRASTRUCTURE S.A. (formerly BBGI SICAV S.A.) (the “Company”), which comprise

the statement of financial position as at 31 December 2020, and the statement of comprehensive income, statement of changes in equity and

statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2020

and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards

(“IFRSs”) as adopted by European Union.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International

Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our

responsibilities under the Law of 23 July 2016 and ISAs are further described in the « Responsibilities of the “réviseur d’entreprises agréé” for the

audit of the financial statements » section of our report. We are also independent of the Company in accordance with the International Ethics

Standards Board for Accountants’ Code of Ethics for Professional Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF

together with the ethical requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical

responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the

current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Impairment of investment in subsidiary and loans receivable from subsidiaries (including interest)

a) Why the matter was considered to be one of most significance in our audit of the financial statements of the current period?

We refer to the accounting policy for “Impairment testing for investments” and to Note 13 and 14 in the financial statements. Over 97% of the

Company’s total assets are investment in subsidiary and loans receivable from subsidiaries (including interest) subject to an impairment

assessment at each reporting date.

The conclusion whether there is objective evidence of impairment on investment in subsidiary is a significant judgement area resulting from a

number of assumptions in the financial models. The valuation is inherently subjective due to the absence of a liquid market for these investments,

and the fact that their fair value is determined using the fair value of the underlying infrastructure investments which, in turn, is determined using

a discounted cash flow methodology applied by the Management Board. The complexity of this methodology as well as assumptions taken in the

financial models mean that there is a risk that the fair value of these investments may not be appropriate. The key assumptions used by the

Management Board are in respect of discount rates and components of budgets used being part of long term forecast cash flows. In addition,

the Management Board also used key macroeconomic assumptions such as inflation, deposit interest and tax rates that have an impact on the

long term forecast cash flows.

As for the loans receivable from subsidiaries (including interest), valuation of the underlying investments is an important consideration in the

determination of expected credit losses (ECL). The significance of the estimates and judgements involved, coupled with the fact that a variance

in the key assumptions used in the valuation of investment in subsidiary and in the impairment assessment of loans receivable from subsidiaries

(including interest), when aggregated, could result in a material misstatement on the statement of comprehensive income and statement of

financial position, warrants specific audit focus in this area.

126 BBGI Global Infrastructure S.A.

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Report on the Audit of the Financial Statements continued

Key audit matters (continued)

Impairment of investment in subsidiary and loans receivable from subsidiaries (including interest) (continued)

b) How the matter was addressed in our audit

Our audit procedures to determine if there is any impairment of investment in subsidiary and loans receivable from subsidiaries (including

interest) consist of the analysis of the valuation of the underlying infrastructure assets that have been developed predominantly under PPP/PFI

or similar procurements models (“Infrastructure Investments”) and of ECL, as appropriate, which included, but were not limited to the following:

— We tested the design, implementation and effectiveness of the controls around the determination and monitoring of the discounted cash

flows and the determination and monitoring of related key macroeconomic assumptions;

— We involved KPMG valuation specialists and their market knowledge to perform the following procedures:

B We considered and commented the approach and methodology documented by Management Board used in Company’s Valuation

Report against International Private Equity and Venture Capital Valuation Guidelines;

B  We obtained market benchmarks for discount rates from public and private sources. We considered the discount rates applied in

Company’s Valuation Report against market benchmarks in the light of market, project, sector and country issues;

B  We performed research on key assumptions and commented and compared those against the assumptions applied in Company’s

Valuation Report;

B We reviewed the results of the sensitivity analysis on key assumptions taken by Management;

B We challenged and determined the appropriateness of the Management Board’s assumptions used for the valuation of a sample of

Infrastructure Investments applying following procedures:

— We agreed the underlying shareholder cash flows inputs (such as dividends, subordinated debt interest and principal repayment

and director’s fees) from the underlying project model to the Company’s valuation model;

— We considered if the methodology for assessing fair value has been applied consistently across the assets;

— We read the latest board minutes, board packages and other supporting documents and information in respect of the sampled

investments and raised Q&A comments to challenge the inputs in the valuation;

— We reviewed the Valuation Report prepared by the Management Board and assessed whether the valuation inputs and results are consistent

with our other audit procedures performed as part of our audit of the consolidated financial statements;

— We obtained and reviewed the valuation review opinion issued by the independent third party valuation expert engaged by the Company,

inconnection with the appropriateness of the portfolio value prepared by the Management Board;

— We tested the design, implementation and effectiveness of the management review controls over the valuation process;

— We gained an understanding of the process and controls that management has established to identify, account for and disclose loans from

subsidiaries (including interest) and to authorize and approve significant transactions and arrangements with related parties.

— We verified whether the Company’s investment in subsidiary and loans receivables from subsidiaries (including interest) are not carried at

more than their recoverable amount (fair value determined) and assessed that there are no external or internal indicators of impairment.

— We obtained management’s assessments of the arm’s length principle and challenged the inputs used.

— We obtained the management impairment analysis by the Management Board on the impairment of investment in subsidiary and loans

receivable from subsidiaries (including interest) and performed the following procedures:

B We challenged the criteria and inputs used in the impairment analysis;

B We performed an overall assessment of the assumptions and models used to calculate the ECL; and

B We performed impairment testing of non-financial assets (investment in subsidiary).

Other information

The Management Board is responsible for the other information. The other information comprises the information stated in the annual report

but does not include the financial statements and our report of “réviseur d’entreprises agréé” thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether theother

information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to bematerially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, wearerequired to

report this fact. We have nothing to report in this regard.

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Responsibilities of the Management Board for the financial statements

The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and for

such internal control as the Management Board determines is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management Board is responsible for assessing the Company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board

either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the réviseur d’entreprises agréé for the audit of the financial statements

The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as

adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken

on the basis of these financial statements.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional

judgment and maintain professional skepticism throughout the audit. We also:

— Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit

procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk

of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the override of internal control.

— Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

— Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made

bythe Management Board.

— Conclude on the appropriateness of the Management Board’s use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s

ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of

the“réviseur d’entreprises agréé” to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify

ouropinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”.

However, future events or conditions may cause the Company to cease to continue as a going concern.

— Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial

statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit

ofthe financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or

regulation precludes public disclosure about the matter.

128 BBGI Global Infrastructure S.A.

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Report on the Audit of the Financial Statements continued

Report on other legal and regulatory requirements

We have been appointed as “réviseur d’entreprises agréé” by the Shareholders on 30 April 2020 and the duration of our uninterrupted

engagement, including previous renewals and reappointments, is ten years.

The management report is consistent with the financial statements and has been prepared in accordance with the applicable legal requirements.

Luxembourg, 24 March 2021

KPMG Luxembourg, Société coopérative

Cabinet de révision agréé

Joseph de Souza

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Company Statement of Comprehensive Income

For the year ended 31 December 2020

In thousands of Pounds Sterling Note  

Administrative expenses  (,) ( ,)

Other operating expenses  (,) (,)

Other operating income  , -

Results from operating activities (,) (,)

Finance income  , ,

Profit before tax , ,

Tax expense  () ()

Profit from continuing operations , ,

Profit from continuing operations attributable to owners of the Company , ,

Other comprehensive income for the year – –

Total comprehensive income for the year attributable to owners of the Company , ,

The accompanying notes form an integral part of the Company’s financial statements

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Company Statement of Financial Position

As at 31 December 2020

In thousands of Pounds Sterling Note  

Assets

Loans receivable from subsidiaries  , ,

Investment in subsidiary  , ,

Non-current assets , ,

Loans receivable from subsidiaries  , ,

Interest and other receivables from subsidiaries  , 

Other current assets  

Cash and cash equivalents  , ,

Current assets , ,

Total assets , ,

Equity

Share capital  , ,

Retained earnings (,) (,)

Equity attributable to owners of the Company , ,

Liabilities

Trade payables  

Other payables  ,

Current tax liabilities   

Current liabilities , ,

Total liabilities , ,

Total equity and liabilities , ,

Net asset value attributable to the owners of the Company  , ,

Net asset value per ordinary share (pence)  . .

The accompanying notes form an integral part of the Company’s financial statements.

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Company Statement of Changes in Equity

For the year ended 31 December 2020

In thousands of Pounds Sterling Notes

Capital

Retained

Earnings

Total

Equity

Balance at 1 January 2019 , (,) ,

Total comprehensive income for the year attributable to the owners

of the Company – , ,

Transactions with owners of the Company, recognised directly in equity

Issuance of shares from placing of ordinary shares - net of issue cost  , – ,

Cash dividends  – (,) (,)

Scrip dividends   () –

Shares issued on behalf of a subsidiary  , – ,

Balance at 31 December 2019 , (,) ,

Total comprehensive income for the year attributable to the owners

of the Company – , ,

Transactions with owners of the Company, recognised directly in equity

Issuance of shares from placing of ordinary shares - net of issue cost  , – ,

Cash dividends  – (,) (,)

Scrip dividends  , (,) –

Shares issued on behalf of a subsidiary   – 

Balance at 31 December 2020 , (,) ,

The accompanying notes form an integral part of the Company’s financial statements.

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In thousands of Pounds Sterling Note  

Operating activities

Profit from continuing operations , ,

Adjustments for:

Finance income , (,) (,)

Foreign currency exchange loss (gain) – net , (,) 

Tax expense   

Working capital adjustments:

Other receivables from subsidiary (,) ,

Other current assets () 

Trade and other payables and current tax liabilities () ()

Cash used in operating activities (,) (,)

Taxes paid () ()

Net cash flows used in operating activities (,) (,)

Investing activities

Loan repayment from subsidiaries  , ,

Loans provided to subsidiaries  (,) (,)

Investment in subsidiaries  (,) (,)

Interest received , ,

Net cash flows used in investing activities (,) (,)

Financing activities

Proceeds from issuance of ordinary shares-net  , ,

Dividends paid  (,) (,)

Net cash flows from financing activities , ,

Net increase (decrease) in cash and cash equivalents (,) ,

Impact of foreign exchange gain on cash and cash equivalents  

Cash and cash equivalents at 1 January  , ,

Cash and cash equivalents at 31 December  , ,

The accompanying notes form an integral part of the Company’s financial statements

Company Statement of Cash Flows

For the year ended 31 December 2020

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Notes to the Company Financial Statement

For the year ended 31 December 2020

1. Corporate information

BBGI Global Infrastructure S.A., formerly BBGI SICAV S.A., (‘BBGI’, or the ‘Company’) is an investment company incorporated in Luxembourg in

the form of a public limited company (société anonyme) with variable share capital (société d’investissement à capital variable, or ‘SICAV’) and

regulated by the Commission de Surveillance du Secteur Financier (‘CSSF’) under Part II of the amended Luxembourg law of 17 December 2010

on undertakings for collective investments with an indefinite life. The Company qualifies as an alternative investment fund within the meaning of

Article 1 (39) of the amended law of 12 July 2013 on alternative investment fund managers (‘2013 Law’) implementing Directive 2011/61/EU of the

European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and

2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 and is authorised as an internal alternative investment fund manager

in accordance with Chapter 2 of the 2013 Law. The Company was admitted to the official list of the UK Listing Authority (premium listing,

closed-ended investment fund) and to trading on the main market of the London Stock Exchange on 21 December 2011.

As of 1 January 2021, the main market of the London Stock Exchange is not considered as an EU regulated market (as defined by the MiFID II). As

a result, Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency

requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive

2001/34/EC (the Transparency Directive) as implemented in the Luxembourg law by the act dated 11 January 2008 on transparency

requirements for issuers (the Transparency Act 2008), among other texts, does not apply to the Company.

The Company’s registered office is EBBC, 6E, route de Treves, L-2633 Senningerberg, Luxembourg. On 27 October 2020, the Company

changed its registered name from BBGI SICAV S.A. to the current BBGI Global Infrastructure S.A.

The Company is a closed-ended investment company that invests principally in a diversified portfolio of operational Public-Private Partnership

(‘PPP’)/Private Finance Initiative (‘PFI’) infrastructure assets or similar style assets. At 31 December 2020, the Company has one investment that

is under construction.

The Company had no employees as of 31 December 2020 and 2019, respectively.

Reporting period

The Company´s reporting period runs from 1 January to 31 December each year. The Company´s statement of comprehensive income, statement

of financial position, statement of changes in equity and statement of cash flows include comparative figures as at 31 December 2019.

The amounts presented as ‘non-current’ in the Company´s statement of financial position are those expected to be recovered or settled after

more than one year. The amounts presented as ‘current’ are expected to be recovered settled within one year. These financial statements were

approved by the Management Board on 24 March 2021.

2. Basis of preparation

Statement of compliance

The separate financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (‘IFRS’)

as adopted by the European Union (‘EU’), and applying IAS 27 - Separate Financial Statements, recognition and measurement requirements, in

accounting for its investment in subsidiary. Please refer to Note 3 d) for the accounting policy for the investment in subsidiary.

The Company also prepares consolidated financial statements in accordance with IFRS as adopted by the EU.

The Company follows, to the fullest extent possible, the provisions of the Standard of Recommended Practices issued by the Association of

Investment Companies (‘AIC SORP’). If the provisions of the AIC SORP are in direct conflict with IFRS as adopted by the EU, the standards of the

latter shall prevail.

134 BBGI Global Infrastructure S.A.

Annual Report 2020

Notes to the Company Financial Statement continued

For the year ended 31 December 2020

2. Basis of preparation (continued)

Changes in accounting policy

New and amended standards applicable to the Company are as follows:

Amendments to IAS 1 and IAS 8: Definition of Material (effective 1 January 2020)

The amendments provide a new definition of material that states, ‘information is material if omitting, misstating or obscuring it could reasonably

be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial

statements, which provide financial information about a specific reporting entity’.

The amendments clarify that materiality will depend on the nature or magnitude of information, either individually or in combination with other

information, in the context of the financial statements.

A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users. These

amendments had no significant impact on the financial statements.

Conceptual Framework for Financial Reporting (effective 1 January 2020)

The Conceptual Framework is not a standard, and none of the concepts contained therein override the concepts or requirements in any

standard. The purpose of the Conceptual Framework is to assist the IAS in developing standards, to help preparers develop consistent

accounting policies where there is no applicable standard in place and to assist all parties to understand and interpret the standards. This will

affect those entities which developed their accounting policies based on the Conceptual Framework. The revised Conceptual Framework

includes some new concepts, updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts. These

amendments had no impact on the financial statements of the Company.

Functional and presentation currency

These financial statements are presented in Pounds Sterling, the Company’s functional currency. All amounts presented in tables throughout

the report have been rounded to the nearest thousand, unless otherwise stated.

Impairment testing for investments

Investment in subsidiary and loans receivable from subsidiaries are measured at cost less accumulated impairment losses. The impairment losses

are based on expected credit loss (‘ECL’) on such receivables. The loans and receivables of the Company from its subsidiaries are directly linked

to the PPP/PFI assets financed by these subsidiaries either through loans and/or equity investments. The ECL, if any, of the Company from its

loans and receivables from subsidiaries has a direct link with the fair value of the Group´s portfolio of investments (‘PPP/PFI investments’). The

Company performs a fair valuation of the PPP/PFI investments every six months and considers any ECL on the loans and receivables, among

others based on the results of the valuation. The fair valuation of the subsidiaries´ PPP/PFI assets is done by calculating the net present value of

the cash flows from its PPP/PFI assets, based on internally generated models. The net present value of each asset is determined using future

cash flows, applying certain macroeconomic assumptions for the cash flows which include indexation rates, deposit interest rates, corporate tax

rates and foreign currency exchange rates. The cash flows are discounted at the applicable discount rate for companies involved in service

concession assets. A material change in the macroeconomic assumptions and discount rates used for such valuation could have a significant

impact on the net present value of the cash flows. The determined fair value will be considered as the recoverable amount to be compared to the

carrying amount of investment in subsidiary to determine possible impairment. Excess of the carrying amount of the investment in subsidiary

over the recoverable amount is recognised as impairment loss. As of 31 December 2020, the Company identified no ECL to be recorded on its

loans and receivables from subsidiaries (2019: nil) nor impairment on its investment in subsidiary.

3. Summary of significant accounting policies

a) Foreign currency transactions

Transactions in foreign currencies are translated into Pounds Sterling at the exchange rate on the dates of the transactions. Monetary assets and

liabilities denominated in foreign currencies at the reporting date are translated into Pounds Sterling at the exchange rate on that date.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into Pounds Sterling at the

exchange rate on the date that the fair value was determined. Foreign currency differences arising on translation are recognised in the statement

of comprehensive income as a gain or loss on currency translation.

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3. Summary of significant accounting policies (continued)

b) Foreign currency translations

The assets and liabilities of foreign operations are translated to Pounds Sterling at the exchange rates on the reporting date. The income and

expenses of foreign operations are translated to Pounds Sterling at the average exchange rates during the year, if such does not significantly

deviate from the exchange rates at the date on which the transaction is entered into. If significant deviations arise, then the exchange rate at the

date of the transaction is used.

c) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Financial assets are classified at initial recognition at either: (i) amortised cost; (ii) fair value through other comprehensive income – debt

instruments; (iii) fair value through other comprehensive income – equity instruments; or (iv) fair value through profit or loss.

In general, the Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the

rights to receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are

transferred. Any interest in such transferred financial assets that is created or retained by the Company is recognised as a separate financial asset

or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company

has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

At the date of the statement of financial position, all financial assets of the Company have been classified as financial assets at amortised cost.

Financial assets of the Company consist of investment in subsidiary, loans receivables from subsidiaries, interest and other receivables from

subsidiaries and cash and cash equivalents.

Financial assets at amortised cost (debt instruments)

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains

and losses are recognised in the statement of income when the asset is derecognised, modified or impaired.

Financial liabilities

The Company classifies financial liabilities at amortised cost. Such financial liabilities are recognised initially at fair value less any direct

attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the EIR method.

The Company derecognises a financial liability (or part of a financial liability) from the statement of financial position when, and only when, it is

extinguished or when the obligation specified in the contract or agreement is discharged or cancelled or has expired. The difference between

the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid,

including any non-cash assets transferred or liabilities assumed, is considered in the statement of comprehensive income.

d) Investments in subsidiary

The investment in subsidiary is held at cost less any impairment.

e) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably,

and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the

expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to a liability.

The unwinding of such discount is recognised as a finance cost.

f) Cash and cash equivalents

Cash and cash equivalents comprise of cash of balances and term deposits with maturities of three months or less from the date when the

deposits were made and that are subject to an insignificant risk of change in their fair value, and are used by the Company in the management of

its short-term commitments.

g) Share capital

Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares, or which are associated with the establishment

of the Company, that would otherwise have been avoided are recognised as a deduction from equity, net of any tax effects.

136 BBGI Global Infrastructure S.A.

Annual Report 2020

Notes to the Company Financial Statement continued

For the year ended 31 December 2020

3. Summary of significant accounting policies (continued)

h) Finance income and finance costs

Interest income and expenses are recognised in statement of comprehensive income using the EIR method.

The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the

financial instrument (or, where appropriate, a shorter period) to the carrying amount of the financial instrument. When calculating the effective

interest rate, the Company estimates future cash flows considering all contractual terms of the financial instrument, but not future credit losses.

Interest received or receivable and interest paid or payable are recognised in statement of comprehensive income as finance income and finance

costs, respectively.

i) Tax

According to the Luxembourg regulations regarding SICAV companies, the Company itself, as an undertaking for collective investment, is

exempt from paying income and/or capital gains taxes in Luxembourg. It is, however, liable to annual subscription tax of 0.05 per cent on its

consolidated net asset value (‘NAV’) payable quarterly and assessed on the last day of each quarter.

j) Current versus non-current classification

The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current

when it is:

— Expected to be realised or intended to be sold or consumed in the normal operating cycle

— Held primarily for the purpose of trading

— Expected to be realised within 12 months after the reporting period or

— Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period

All other assets are classified as non-current.

A liability is current when:

— It is expected to be settled in the normal operating cycle

— It is held primarily for the purpose of trading

— It is due to be settled within 12 months after the reporting period or

— There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its

classification.

The Company classifies all other liabilities as non-current.

4. Significant accounting judgements, estimates and assumptions

The preparation of financial statements in conformity with IFRS requires the Management Board to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual

results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in

which the estimates are revised and in any future periods affected.

In the process of applying the Company´s accounting policies, the Management Board has made the following judgements that would have the

most significant effect on the amounts recognised in the Company’s financial statements.

4.1 Impairment testing for investments

Refer to Note 2 for the discussion of this topic.

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4. Significant accounting judgements, estimates and assumptions (continued)

4.2 Going concern basis of accounting

The Management Board has examined significant areas of possible financial risk including cash and cash requirements. It has not identified any

material uncertainties which would cast significant doubt on the Company’s ability to continue as a going concern for a period of 12 months from

the date of approval of the Company’s financial statements. The Management Board has satisfied itself that the Company has adequate

resources to continue in operational existence for the foreseeable future. As part of its assessment, the Management Board has considered the

risk posed by the Covid-19 pandemic. The Management Board has satisfied itself that the Company has adequate resources to continue in

operational existence for the foreseeable future. After due consideration, the Management Board believes it is appropriate to adopt the going

concern basis of accounting in preparing the financial statements.

5. Administrative expenses

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Support agreement fees (see Note 13) , ,

Legal and professional fees , ,

Supervisory Board fees and expenses  

Others  

, ,

The legal and professional fees during the year includes amounts charged by the Company’s external auditor which include audit fees of

£159,000 (2019: £168,000) and audit related fees of £66,000 (2019: £60,000). There are no non-audit related fees charged by the Company’s

external auditors in the above amounts (2019: nil). These administrative expenses also include depositary and custodian related charges which

amounted to £347,000 (2019: £287,000).

6. Other operating expenses

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Foreign exchange indemnity agreement expense (see Note 13) , ,

Acquisition-related and unsuccessful bid costs  

Non-recoverable VAT  

Foreign currency exchange loss - net – 

Others – 

, , 

7. Other operating income

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Foreign currency exchange gain -net , –

Others  –

, –

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Annual Report 2020

Notes to the Company Financial Statement continued

For the year ended 31 December 2020

8. Finance income

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Finance income from multi-currency facility (see Note 13) , ,

Interest income from deposits  

, ,

9. Tax expense

Current tax payable in 2020 amounting to £102,000 relates to subscription tax due (2019: £107,000).

A reconciliation of the tax expense and the tax at applicable tax rate is as follows:

In thousands of Pounds Sterling

Year ended

 December



Year ended

 December



Profit before tax , ,

Income tax using the Luxembourg domestic tax rate of 24.94% , 

Effect of tax-exempt income (,) ()

Subscription tax expense  

Tax charge for the year  

The Company, as an undertaking for collective investment, pays an annual subscription tax of 0.05 per cent on its consolidated NAV. For the year

ended 31 December 2020, the Company incurred a subscription tax charge of £427,000 (2019: £406,000). All direct and indirect subsidiaries of

the Company are subject to corporation tax at the applicable rate in their respective jurisdictions.

10. Cash and cash equivalents

Cash and cash equivalents relates to bank deposits amounting to £5,636,000 (2019: £20,918,000).

11. Share capital

Changes in the Company´s share capital are as follows:

In thousands of Pounds Sterling

 December



 December



Share capital as at 1 January , ,

Issuance of ordinary shares through placing , ,

Shares issuance cost on placing () (,)

Share capital issued through scrip dividends , 

Shares issued as share based compensation  ,

, ,

In November 2020, the Company raised gross proceeds of £55,000,000 through a placing of 32,544,379 new ordinary shares of no par value

(‘Placing’). The Placing price was set at 169.0 pence per Placing share. The related share issuance cost amounted to £831,000.

BBGI Management HoldCo S.à r.l. (‘MHC’), a wholly owned subsidiary of the Company, provides share-based compensation to senior executives

whereby it will issue a certain number of shares of the Company to entitled executives calculated based on the conditions of the Long-Term

Incentive Plan (‘LTIP’) rules and the respective LTIP Award letters. During the year, in accordance with the LTIP agreement, the Company issued

690,274 shares, in connection with the LTIP, at 144.5 pence per share for a total amount of £997,000 (2019: £1,077,000). The amount of £997,000

was recorded as an advance made by the Company to MHC during the year (2019: £1,077,000).

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11. Share capital (continued)

The changes in the number of ordinary shares of no-par value issued by the Company are as follows:

In thousands of shares

 December



 December



In issue at beginning of the year , ,

Shares issued through placing of ordinary shares , ,

Shares issued through scrip dividends , 

Shares issued as share based compensation  

, ,

All shares rank equally with regard to the Company’s residual assets. The holders of ordinary shares are entitled to receive dividends as declared

from time to time, and are entitled to one vote per share at general meetings of the Company.

The Company meets the minimum share capital requirement as imposed under the applicable Luxembourg regulation.

Dividends

The dividends declared and paid by the Company during the year ended 31 December 2020 are as follows:

In thousands of Pounds Sterling except as otherwise stated

 December



2019 2

interim dividend of 3.5 pence per qualifying ordinary share – for the period 1 July 2019 to 31 December 2019 ,

2020 1

interim dividend of 3.59 pence per qualifying ordinary share– for the period 1 January 2020 to 30 June 2020 ,

Total dividends declared and paid during the year ,

The 31 December 2019 2

interim dividend was paid in April 2020. The value of the scrip election was £429,000, with the remaining amount of

£21,628,000 paid in cash to those investors that did not elect for the scrip.

The 30 June 2020 1

interim dividend was paid in October 2020. The value of the scrip election was £1,639,000 with the remaining amount of

£21,020,000 paid in cash to those investors that elected for a cash dividend.

The dividends declared and paid by the Company during the year ended 31 December 2019 are as follows:

In thousands of Pounds Sterling except as otherwise stated

 December



2018 2

interim dividend of 3.375 pence per qualifying ordinary share for the period 1 July 2018 to 31 December 2018 ,

2019 1

interim dividend of 3.5 pence per qualifying ordinary share for the period 1 January 2019 to 30 June 2019 ,

Total dividends declared and paid during the year ,

The 2

2018 interim dividend was paid in April 2019. The value of the scrip election was £181,000, with the remaining amount of £19,394,000 paid

in cash to those investors that did not elect for the scrip.

The 1

2019 interim dividend was paid in October 2019. The value of the scrip election was £591,000 with the remaining amount of £21,453,000

paid in cash to those investors that elected for a cash dividend.

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Notes to the Company Financial Statement continued

For the year ended 31 December 2020

11. Share capital (continued)

Net asset value

The Company net asset value and net asset value per share as of 31 December 2020, 2019 and 2018 are as follows:

In thousands of Pounds Sterling/pence   

Net asset value attributable to the owners of the Company , , ,

Net asset value per ordinary share (pence) . . .

12. Financial risk and capital risk management

The Company has exposure to the following risks from financial instruments:

— Credit risk

— Liquidity risk

— Market risk

This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for

measuring and managing risk and the Company’s management of capital. This note also presents the result of the review performed by

management on the above-mentioned risk areas.

Risk management framework

The Management Board has overall responsibility for the establishment and control of the Company’s risk management framework.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with

the Company, resulting in:

1) impairment or reduction in the amounts recoverable from receivables and other current and non-current assets; and

2) non-recoverability, in part or in whole, of cash and cash equivalents deposited with banks.

A significant part of receivables of the Company are receivables from subsidiaries. These subsidiaries have the ability to pay based on the

projected cash flows to be received by such subsidiaries from its investments.

Exposures to credit risks

The Company is exposed to credit risks on the following items in the Company’s statement of financial position:

In thousands of Pounds Sterling

 December



 December



Loans and other receivable to subsidiaries (including accrued interest) , ,

Cash and cash equivalents , ,

,  ,

The maximum exposure to credit risk on receivables that are neither overdue nor impaired as of 31 December 2020, amounts to £326,291

(2019: £326,913).

Recoverable amounts of receivables and other current and non-current assets

The Company establishes when necessary an allowance for impairment, based on ECL specific to the asset. Currently there are no recorded

allowances for impairment. All the Company’s receivables are recoverable and no significant amounts are considered as overdue, impaired or

subject to ECL.

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12. Financial risk and capital risk management (continued)

Cash and cash equivalents

The cash and cash equivalents are maintained with reputable banks with ratings that are acceptable based on the established internal policy of

the Company. Based on the assessment of the Management Board, there are no significant credit risks related to the cash and cash equivalents.

The main counterparty banks of the Company have S&P/Moody’s credit rating between A+/Aa3 and AA-/Aa2.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled

by delivering cash or another financial asset.

The Company’s policy over liquidity risk is that it will seek to have sufficient liquidity to meet its liabilities and obligations when they fall due.

The Company manages liquidity risk by maintaining adequate cash and cash equivalents and access to borrowing facilities to finance day-to-day

operations and medium to long-term capital needs. The Group also regularly monitors the forecast and actual cash requirements and matches

the maturity profiles of the Group’s financial assets and financial liabilities.

The Company has the possibility to raise capital through the issuance of shares in order to finance further acquisitions.

All external financial liabilities of the Company have maturities of less than one year. The Company has sufficient cash and cash equivalents and

sufficient funding sources to pay and/or refinance currently maturing obligations.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Company’s

income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk

exposures within acceptable parameters, while optimising the returns.

UK departure from the European Union

As part of the UK’s preparations for Brexit, the UK government established a temporary permissions regime (‘TPR’) enabling European

Economic Area (‘EEA’) AIFs with EEA AIFMs passporting into the UK at the end of the transition period to continue to access the UK market in

the same manner as before the transition period ended for a limited period of time.

The Company has made the necessary notification to the FCA (and the CSSF) under the TPR of its intention and as a result has temporary

permission to be marketed in the UK.

To continue marketing the Company in the UK after the end of the TPR, the Company must notify under the UK national private placement

regime and will be directed by the FCA to make this notification within two years from the end of the transition period.

Regarding portfolio performance, while the long-term economic outcome of the UK’s departure from the EU will remain uncertain for some

time, the Group’s portfolio cash flows are contracted and, unlike demand-based assets, are not sensitive to the performance of the wider

economic environment.

The Company together with its Subsidiaries (collectively referred to as the ‘Group’), in which the Company is the ultimate parent entity, maintains

a pure-play PPP-style investment platform, fully committed to a strict investment strategy into availability-based assets. This generates stable,

predictable cash flows backed by secure, highly visible contracted public-sector revenues and significantly carry no exposure to demand or

regulatory risk. While the Brexit outcome remains uncertain we can say that, regardless of the outcome, the Group’s portfolio cash flows are

contracted and, unlike demand-based assets, are not sensitive to the performance of the wider economic environment.

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Notes to the Company Financial Statement continued

For the year ended 31 December 2020

12. Financial risk and capital risk management (continued)

Currency Risk

The Company is exposed to currency risk as a result of its cash and cash equivalents being denominated in currencies other than Pounds

Sterling. The currencies in which these items are primarily denominated are Australian Dollar (A$), Canadian Dollar (C$), Euro (€), Norwegian

Krone (NOK) and US Dollar (US$).

In respect of other monetary assets and liabilities denominated in currencies other than Pounds Sterling, the Company’s policy is to ensure that

its net exposure is kept at an acceptable level. The management believes that there is no significant concentration of currency risk in the

Company.

The summary of the quantitative data about the Company’s exposure to foreign currency risk provided to the management is as follows:

31 December 2020

In thousands of Pounds Sterling A$ C$ € NOK US$

Cash and cash equivalents     

Trade payables – – () – –

Other payables – – () – –

  ()  

31 December 2019

In thousands of Pounds Sterling A$ C$ € NOK US$

Cash and cash equivalents   ,  

Trade payables – – () – –

Other payables – () () – –

    

The Company has loans and receivables from MHC denominated in foreign currency but the Company is not exposed to fluctuations in foreign

exchange rates in relation to these receivables due to the foreign exchange indemnity agreement entered into between the Company and MHC

(see Note 13).

The significant exchange rates applied during the year ended 31 December 2020 and 31 December 2019 are as follows:

31 December 2020

Average £ Spot rate £

A$ 1 . .

C$ 1 . .

€ 1 . .

NOK 1 . .

US$ 1 . .

31 December 2019

Average £ Spot rate £

A$ 1 . .

C$ 1 . .

€ 1 . .

NOK 1 . .

US$ 1 . .

The impact of a strengthening or weakening of Pounds Sterling against the A$, C$, NOK and U$, as applicable, by 10 per cent at 31 December

2020 and 31 December 2019 would not have a significant impact on the Company’s cash and cash equivalents and therefore on the statement of

comprehensive income. This assumes that all other variables, in particular, interest rates, remain constant and ignores any impact of forecast

revenues, hedging instruments and other related costs.

143 BBGI Global Infrastructure S.A.

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CORPORATE

GOVERNANCE

COMPANY

OVERVIEW

FINANCIAL

STATEMENTS

STRATEGIC

REPORT

12. Financial risk and capital risk management (continued)

Fair values versus carrying amounts

The below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly

(i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying amounts of cash and cash equivalents, receivables and payables approximates their fair value due to their short-term nature with

maturity of one year or less, or on demand.

The fair value of loans and other receivables from subsidiaries and investment in subsidiary, with a total carrying value of £659,647,000 (2019:

£620,216,000), amounts to £897,305,000 (2019: £849,843,000). The fair value of these loans receivable and investment in subsidiary is

determined by discounting the future cash flows to be received from such assets using applicable market rates (Level 3).

Capital risk management

The Company’s objective when managing capital is to ensure the Company’s ability to continue as a going concern in order to provide returns

to shareholders and benefits for further stakeholders and to maintain an optimal capital structure. The Company views the share capital

(see Note 11) as capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to

shareholders, avail of additional debt financing, pay down debt, or issue new shares.

The Company regularly reviews compliance with Luxembourg regulations regarding restrictions on minimum capital. During the year, the

Company complied with all externally imposed capital requirements and made no changes in its approach to capital management.

The portfolio continued its strong performance over the reporting period with no material adverse effect on valuation resulting from Covid-19.

This strong performance is primarily as a result of the Company holding a low-risk, 100 per cent availability-based underlying portfolio, coupled

with strong stakeholder collaboration during the reporting period. There continues to be uncertainty surrounding Covid-19 with the

consequences and potential disruptions difficult to foresee, but currently our portfolio remains resilient in this challenging market environment.

We will continue to work very closely with all stakeholders to help mitigate the risks and effects of the global pandemic.

13. Related parties and key contracts

All transactions with related parties were undertaken on an arm’s length basis.

Supervisory Board fees

The aggregate remuneration of the Directors of the Supervisory Board in their capacity as such was £209,000 (2019: £215,000).

Loans and receivables from subsidiaries – multicurrency facility agreement (‘MCF’)

On 1 January 2017, the Company as a lender and MHC as a borrower, entered into a MCF. Pursuant to this agreement the Company has and will

continue to make available an interest-bearing loan to MHC for the purposes of funding its initial and subsequent acquisitions of interests in

PPP/PFI and similar styled infrastructure assets. The maximum amount that can be withdrawn from the MCF is £680,000,000. The interest rate

charged on the withdrawn amount shall be the interest rate on loans charged to the underlying projects less an appropriate margin.

144 BBGI Global Infrastructure S.A.

Annual Report 2020

Notes to the Company Financial Statement continued

For the year ended 31 December 2020

13. Related parties and key contracts (continued)

Loans and receivables from subsidiaries – multicurrency facility agreement (‘MCF’) (continued)

Movements in the MCF during the year are as follows:

In thousands of Pounds Sterling

 December



 December



1 January , ,

Additions , ,

Capitalisation of interest under MCF  

Principal payments received (,) (,)

Foreign exchange movements , (,)

, ,

During the year, the finance income from the MCF amounted to £18,768,000 (2019: £17,258,000).

Loans receivable from subsidiaries – interest free loan agreements (‘IFL’)

The Company has entered into various IFL with MHC and BBGI Investments S.C.A. (‘SCA’), an indirect 100 per cent owned subsidiary. These

IFLs have a term of one year with the possibility to extend and to introduce an arm’s length interest rate. The details of the interest free loans

receivable from subsidiaries are as follows:

In thousands of Pounds Sterling

 December



 December



IFL receivable from MHC , ,

IFL receivable from SCA – ,

, ,

Interest and other receivables from subsidiaries

The details of the interest and other receivables from subsidiaries are as follows:

In thousands of Pounds Sterling

 December



 December



Interest receivable from MCF , 

Other advances to MHC , –

, 

Foreign exchange indemnity agreement

The Company and MHC have entered into a foreign exchange indemnity agreement (Indemnity Agreement) whereby the Company will

indemnify MHC for any net losses incurred by MHC in relation to foreign exchange movements, including losses incurred on foreign exchange

forward contracts. The agreement also stipulates that where MHC makes a net gain on foreign transactions, then it shall pay an equivalent

amount to the Company.

During the year, MHC incurred a net foreign exchange loss of £1,891,000 thus resulting in an Indemnity Agreement expense of the Company

(2019: £6,411,000). As of 31 December 2020, all obligations of the Company to MHC resulting from the Indemnity Agreement were settled.

Support agreement with MHC

The Company and MHC have entered into a support agreement (Support Agreement) whereby MHC provides support and assistance to the

Company with respect to the day-to-day operations. As at 31 December 2020, the Company recorded Support Agreement expenses

amounting to £6,637,000 (2019: £5,623,000).

During 2020, the Company settled all outstanding liabilities to MHC in relation to the above.

145 BBGI Global Infrastructure S.A.

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CORPORATE

GOVERNANCE

COMPANY

OVERVIEW

FINANCIAL

STATEMENTS

STRATEGIC

REPORT

14. Investment in subsidiary

MHC, the Company’s wholly-owned direct subsidiary, is a Company incorporated and domiciled in Luxembourg. The Company’s total equity

investment in MHC amounted to £333,048,000 as of 31 December 2020 (2019: £293,303,000). The movements in the Company’s investment

in MHC are as follows:

In thousands of Pounds Sterling

 December



 December



1 January , ,

Additional investment through capital contribution , ,

, ,

The Company’s investments in PPP/PFI infrastructure assets, or similar assets, were made and will continue to be made through MHC.

15. Commitments and contingencies

The Company is an obligor under the Group RCF, and as a result has pledged all its current and future financial assets and shares in its

investments in subsidiaries.

Based on the provisions of the RCF, in the event of continuing event of default by MHC, as borrower, the lenders will, among other things, have

the right to cancel all commitments and declare all or part of utilisations to be due and payable, including all related outstanding amounts, and

exercise or direct the security agent to exercise any or all of its rights, remedies, powers or discretions under the RCF. There were no outstanding

principal from the RCF as at the 31 December 2020.

16. Standards issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial

statements are disclosed below. Where applicable, the Company intends to adopt these new and amended standards and interpretations, when

they become effective.

Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16

On 27 August 2020, the IASB published Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.

With publication of the phase two amendments, the IASB has completed its work in response to IBOR reform.

The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with

an alternative nearly risk-free interest rate (RFR).

The amendments include a practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform,

to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest. Inherent in allowing the use of this

practical expedient is the requirement that the transition from an IBOR benchmark rate to an RFR takes place on an economically equivalent

basis with no value transfer having occurred.

The adoption of this new standard is not expected to have a significant impact on the Company’s financial statements.

17. Events after the reporting period

In February 2021, Company declared a 2

interim dividend of 3.59 pence per share with scrip alternative for the period 1 July – 31 December

2020, to be paid in April 2021.

At the date of publication of these financial statements, the Company and its portfolio has not experienced any material adverse operational or

financial impact related to the implications of Covid-19. The focus on value preservation will continue as the pandemic evolves.

Whilst there continues to be significant uncertainty surrounding Covid-19 with the consequences and potential disruptions difficult to foresee;

currently, our portfolio remains resilient in this challenging market environment. We will continue to work very closely with all stakeholders in an

effort to mitigate the risks of this global pandemic.

146 BBGI Global Infrastructure S.A.

Annual Report 2020

Supervisory Board

• Sarah Whitney (Chairman as of 31 July 2020)

• Howard Myles

• Jutta af Rosenborg

• Colin Maltby (retired 31 July 2020)

Registered Office

EBBC, 6E route de Trèves

L-2633 Senningerberg

Grand Duchy of Luxembourg

Management Board

• Duncan Ball

• Michael Denny

• Frank Schramm

Central Administrative Agent, Luxembourg Registrar

and Transfer Agent, Depositary and Principal Paying Agent

RBC Investor Services Bank S.A.

14 Porte de France

L-4360 Esch-sur-Alzette

Grand Duchy of Luxembourg

Receiving Agent and UK Transfer Agent

Link Market Services Trustees Limited

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU

United Kingdom

Depository

Link Market Services Trustees Limited

The Registry

34 Beckenham Road

Beckenham

Kent BR3 4TU

United Kingdom

Auditors

KPMG Luxembourg, Société cooperative

39 Avenue John F. Kennedy

L-1855 Luxembourg

Corporate Brokers

Jefferies International Limited

100 Bishopsgate

London EC2N 4JL

United Kingdom

Winterflood Securities Limited

Cannon Bridge House

25 Dowgate Hill

London

EC4R 2GA

EEA based Centralised Securities Depository

LuxCSD

42 Avenue John F. Kennedy

L-1855 Luxembourg

Luxembourg CSD Principal Agent

Banque Internationale à Luxembourg

69 route d’Esch

Office PLM 018A

L-2953 Luxembourg

Communications Adviser

Maitland/AMO

3 Pancras Square

London N1C 4AG

United Kingdom

Registre de Commerce et des Sociétés Luxembourg B163879

Listing Chapter 15 premium listing, closed-ended investment company

Trading Main Market

ISIN LU0686550053

SEDOL B6QWXM4

Ticker BBGI

Indices FTSE 250, FTSE 350, FTSE 350 High Yield and FTSE All-Share

Board Members, Agents & Advisers

147 BBGI Global Infrastructure S.A.

Annual Report 2020

Registered Office

EBBC, 6E route de Trèves

L-2633 Senningerberg

Grand Duchy of Luxembourg