Beasley Broadcast Group Annual Report 2020

FY2020 Annual Report · Beasley Broadcast Group

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Annual
Report
2020

Low-risk
investment
Long-term
returns

www.bb-gi.com

About BBGI

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 infrastructure1
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.

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.

Contents

COMPANY OVERVIEW
01 Why Invest in BBGI
02 Year in Numbers
04 Portfolio at a Glance
06 Chairman’s Statement

Investment Proposition

STRATEGIC REPORT
08 Co-CEO Q&A
10
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

Front cover:
South Liverpool NHS Treatment Centre

Inside cover:
Solar panels on top of South Liverpool NHS Treatment Centre,
Church Road in Garston, Liverpool

CORPORATE GOVERNANCE
45 Corporate Governance
46 Supervisory Board and Management

FINANCIAL STATEMENTS
80 Consolidated Income Statement
81 Consolidated Statement of

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

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

Why Invest in BBGI

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 light2 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-risk3

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.

Globally diversified

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.

Strong ESG approach

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.

Internally managed

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. 4

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.

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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW
Year in Numbers

Financial highlights

Investment Basis NAV

NAV per Share

Total Shareholder Return (‘TSR’)

up 6.7% as at 31 December 2020
(31 December 2019: £858.6 million) 1

up 1.2% as at 31 December 2020
(31 December 2019: 136.2pps) 2

since IPO 3

£916.0m

137.8pps

157.5%

Annualised Total
Shareholder Return

since IPO 4

11.0%

2020 Dividend Distribution
per Share

2021 Target Dividend 5

7.18pps

7.33pps

2022 Target Dividend 5

Cash Dividend Cover 6

Ongoing Charges 7

7.48pps

1.27x

2019: 0.88%

0.86%

1 Please refer to the Pro Forma Balance Sheet in the Financial Section for further detail on Investment Basis NAV.
2
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

‘Pence per share.’

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

Portfolio highlights

A1/A6 Roadway in the Netherlands

—  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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW

Portfolio at a Glance

The fundamentals
Based on portfolio value at 31 December 2020

Investment type

Investment status

Geographical split

100% availability-based revenue stream.

Low-risk operational portfolio.

Geographically diversified in stable
developed countries.

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%

Sector split

Investment life

Top five investments

Social impact portfolio with well diversified
sector exposure.

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.

Well-diversified portfolio with no major
single asset exposure.

l Transport 51%

l Health1 23%

l Blue Light and Justice 14%

l Education 10%

l Other 2%

l ≥ 25 years 14%

l ≥ 20 years and
< 25 years 44%

l ≥ 10 years and

< 20 years 40%

l < 10 years 2%

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

Investment ownership

Country rating

80% of assets by value in the portfolio are
50% owned or more.

All assets located in countries with ratings
between AA and AAA.

l 100% 47%

l ≥ 75% < 100% 6%

l ≥ 50% < 75% 27%

l < 50% 20%

l AAA 61%

l AA+ 9%

l AA 30%

 Golden Ears Bridge 9%

 Ohio River Bridges 9%

 (cid:13)Northern Territory

Secure Facilities 7%

 McGill University
Health Centre 5%

 A1/A6 Diemen –

Almere motorway 5%

 Next ﬁve largest

investments 19%

 Remaining investments 46%

BBGI Global Infrastructure S.A. | Annual Report 2020

Projected portfolio cash flow

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 1. 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.

Income Phase

Capital Repayment Phase

)

m
£
(
s
w
o
l
f
h
s
a
C

140

120

100

l Illustrative cash flows

(assets acquired
since 1 January 2020)

l Illustrative cash flows

(excluding assets acquired
since 1 January 2020))

2 0 2 0

2 0 21

2 0 22

2 0 23

2 0 24

2 0 25

2 0 26

2 0 27

2 0 28

2 0 29

2 0 3 0

2 0 31

2 0 32

2 0 33

2 0 34

2 0 35

2 0 36

2 0 37

2 0 38

2 0 39

2 0 4 0

2 0 41

2 0 42

2 0 43

2 0 4 4

2 0 45

2 0 46

2 0 47

2 0 48

2 0 49

2 0 5 0

2 0 51

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

Norway USA

Netherlands
Australia

Germany

United Kingdom

Canada

United Kingdom

Netherlands

21 assets

3 assets

Norway

1 asset

USA

1 asset

Canada

15 assets

Germany

6 assets

Australia

3 assets

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW

Chairman’s Statement

Dear Shareholders,

Dividend target 2021

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

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

7.33pps
↑ 2.1%

Dividend target 2022

7.48pps
↑ 2.0%

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 cent1.

BBGI Global Infrastructure S.A. | Annual Report 2020

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

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

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.

Total acquisitions (new and
follow-on)

59.2m

Asset availability

99.8 m

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

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW

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.

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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 1. 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 2 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.

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.

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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW
Investment Proposition

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.

Strategic Pillars

Investment Strategy

Consistent Delivery of Objectives

Robust total
shareholder returns

Progressive
long-term dividend
growth

Low-risk1

Globally
diversified

— 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

Strong ESG
approach

— ESG integration in
investment cycle
— Focus on delivering

social impact

— Executive compensation

linked to ESG
performance

Internally
managed

— Alignment of interests
— Shareholder value first,

portfolio growth
second

— Lowest comparative
ongoing charges2

Sustainable growth

1
2

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

BBGI Global Infrastructure S.A. | Annual Report 2020

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
diversified investment strategy.

One notable relationship is the 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 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
financially after the construction period
has finished – 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.

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.

11
11

BBGI Global Infrastructure S.A. | Annual Report 2020STRATEGIC REPORTCOMPANY OVERVIEWFINANCIAL STATEMENTSCORPORATE GOVERNANCE

Operating Model

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.16

— 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 financial

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.

n t

e asset manage m

tiv
c
a
n
e
v
i
r
d
-
e

Kicking Horse Canyon, Canada

Selective a

isiti

Preserve value
and achieve
portfolio
growth

m ent

Prudent ﬁna n c i a l m a

BBGI Global Infrastructure S.A. | Annual Report 2020

13
13

COMPANY OVERVIEWFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW

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).

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).

SDG11:
Making cities and human
settlements inclusive, safe,
resilient and sustainable
(17 transportation infrastructure
investments).

BBGI Global Infrastructure S.A. | Annual Report 2020

SDG16:
Promote peaceful and
inclusive societies for
sustainable development,
provide access to justice
for all and build effective,
accountable and inclusive
institutions at all levels
(10 ﬁre stations, four police
facilities and three modern
correctional facilities).

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,

15
15

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW 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.

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.

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.

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.

Communities

Our communities:
To support the lives of the people in
the communities our investments
serve by delivering well maintained,
responsibly managed infrastructure.

Public Sector
Clients

People

Our investors:
To be the preferred low-risk
responsible global infrastructure
investment company with strong
sustainability credentials.

Investors

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.

Partners and
Suppliers

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020

Portfolio Review

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, health1, 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 Breakdown2

Asset

Country

Legal
holding %

Asset

Country

Legal
holding %

Transportation Infrastructure Projects

Social Infrastructure Projects continued

Frankfurt Schools

Fürst Wrede Military Base

Gloucester Royal Hospital

Kelowna and Vernon Hospital

Kent Schools

Lagan College

Lisburn College

Liverpool & Sefton Clinics (LIFT)

Germany

Canada

McGill University Health Centre

Canada

Mersey Care Hospital

North London Estates Partnership (LIFT)

North West Regional College

Northern Territory Secure Facilities

Restigouche Hospital Centre

Rodenkirchen Schools

Royal Women’s Hospital

Scottish Borders Schools

Stanton Territorial Hospital

Stoke & Staffs Rescue Service

Tor Bank School

Unna Administrative Centre

Victoria Correctional Facilities

Westland Town Hall

Women’s College Hospital

Australia

Canada

Germany

Australia

Canada

Germany

Australia

Netherlands

Canada

100

79.6

100

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

A1/A6 Motorway

Canada Line

E18 Motorway

Golden Ears Bridge

Highway 104

Kicking Horse Canyon

M1 Westlink

M80 Motorway

Mersey Gateway Bridge

Netherlands

Canada

Norway

Canada

N18 Motorway

Netherlands

North Commuter Parkway

North East Stoney Trail

Northwest Anthony Henday Drive

Ohio River Bridges

Canada

Samuel De Champlain Bridge Corridor

Canada

South East Stoney Trail

William R. Bennett Bridge

Social Infrastructure Projects

Avon & Somerset Police HQ

Barking Dagenham & Havering (LIFT)

Bedford Schools

Belfast Metropolitan College

Burg Correctional Facility

Clackmannanshire Schools

Cologne Schools

Coventry Schools

East Down Colleges

Canada

Germany

37.1

26.7

100

37.5

25.5

100

66.7

100

1
2

Includes a limited exposure to UK acute healthcare of less than one per cent of NAV.
In alphabetical order per section.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

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.

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 portfolio3.

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

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020
Portfolio Review continued

Facility Manager/O&M Contractor

23%

2%
3%
3%
3%

10%

O&M Contractors:

SNC-Lavalin O&M Inc

10%

Capilano Highway Services

Portfolio Company inhouse

Honeywell

Black & McDonald

Cushman and Wakefield

Integral FM

Carmacks Maintenance Services 4%

BEAR Scotland

Graham AM

Amey Community Ltd

Intertoll Ltd

Galliford Try FM

ENGIE FM Limited

Johnson Controls LP

Remaining contractors

23%

Latent Defects Limitations /
Warranty Period Remaining

10+ years, 10%

5-10 years, 18%

Expired, 35%

2-5 years, 29%

Within 1 year, 7%

1-2 years, 1%

BBGI’s interest in the investment from
25 per cent to 100 per cent. Stanton is an
operational 27,000m2 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.

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.

— 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 value1.

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.

1 When a project has more than one FM contractor
and/or O&M contractor, the exposure is allocated
equally among the contractors.

The Management Board has not identified
any material risk exposure and remains
comfortable with the current level of

BBGI Global Infrastructure S.A. | Annual Report 2020

Portfolio Snapshot

Our five largest assets

Golden Ears
Bridge:

Building Canadian roads & bridges
at unprecedented scale

— 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

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.

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.

Ohio River
Bridges:

Breaking down barriers to
US transport P3

— 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

2 US tax exempt bonds.

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 issue2 – the
first of its kind for a US PPP highway availability-
based asset.

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020
Portfolio Snapshot continued

Northern
Territory
Secure
Facilities:

A modern detention and
rehabilitation centre to serve the
people of Northern Territories

— 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

McGill
University
Health Centre
(MUHC):

Financing Canada’s first truly
sustainable health campus

— 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

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

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.

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 214,000m2, it is the largest
English-speaking hospital in Quebec.
One integrated campus consolidates the
Montreal Children’s Hospital, the Royal

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

A1/A6
Diemen
Almere
Motorway:

Connecting more communities via
Dutch roads

— 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 CO2
emissions from lighting by 53 per cent and
reduce the CO2 footprint of the project by
approximately 350 tons per year.

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020
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

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 diversified portfolio of
50 infrastructure assets. Combined with our
focused approach of investing in low-risk,
availability-based infrastructure1, the Company
did not experience any interruption to the
expected cash flows received from a globally
diversified 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 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.

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

Market Trends and Pipeline

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.

UK
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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW 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.

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.

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.

US
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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

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.

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.

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.

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.

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.

Pipeline assets:

Asset

Confederation Line (Ottawa, ON)

Eglinton Crosstown LRT (Toronto, ON)

Highway 407 East Extension Phase I (Ontario)

John Hart Generating Station (Campbell River, BC)

Sector

Rail

Road

Energy

Estimated
Asset Capital
Value

Concession
Length after
construction
completion

C$3.2 billion

30 years

C$9.1 billion

C$1.2 billion

30 years

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 Value1

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.

Includes both debt and equity.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020
Operating and Financial Review

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
share

NAV per share

Positive NAV per share growth

Compound annual Shareholder
Return Since IPO1

7% to 8% on IPO issue price of
£1 per share

Ongoing Charge

Competitive cost position

Cash Dividend Cover

>1.0x

Refinancing Risk
(as a percentage of portfolio)

Minimise refinancing risk

Asset availability

> 98% asset availability

Single asset concentration risk
(as a percentage of portfolio
value)

To be less than 25% of portfolio
at time of acquisition

Availability-based assets
(as a percentage of portfolio)

Maximise availability-based
assets

6.50

6.75

7.00

7.18

Achieved: Second 2020
interim dividend of 3.59pps
declared in February 2021

3.0%

10.5%

0.99%

1.51x

12%
(GEB)

2.8%

11.2%

0.93%

1.50x

11%
(GEB)

2.0%

11.3%

1.2%

Achieved

11.0%

Achieved

0.88%

0.86%2

Achieved

1.30x

10%
(GEB)

1.27x

Achieved

Achieved: Northern Territory
Secure Facilities is the only
asset with refinancing risk

ü Achieved

9%
(GEB)

Achieved

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.

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 Share Price Performance

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 0.243.

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 thirds4 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
BBGI Share Price Performance

190

180

170

190

180

170

160

150

140

130

120

110

100

)

(

Dec

Apr

Aug

Dec

Apr

Aug
13

Dec
13

Apr
14

160

Dec
14

150

Apr
15

Aug
15

Dec
15

Apr
16

Aug
16

Dec
16

Apr
17

Aug
17

Dec
17

Apr
18

Aug
18

Dec
18

Apr
19

Aug
19

Dec
19

Apr
20

Aug
20

Dec
20

BBGI

FTSE All Share

)
0
Aug
0
1
14
o
t
d
e
s
a
b
e
r
(
e
c
i
r
p
e
r
a
h
S

140

130

120

110

100

Dec
11

Apr
12

Aug
12

Dec
12

Apr
13

Aug
13

Dec
13

Apr
14

Aug
14

Dec
14

Apr
15

Aug
15

Dec
15

Apr
16

Aug
16

Dec
16

Apr
17

Aug
17

Dec
17

Apr
18

Aug
18

Dec
18

Apr
19

Aug
19

Dec
19

Apr
20

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.

BBGI

FTSE All Share

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 cent5, 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.

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW 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

–

4.7%

4.2%

3 . 3% average increase

4.2%

4.0%

3.8%

3.7%

2.6%

2.1%

2.0%

5.50

5.76

6.00

6.25

6.50

6.75

7.00

7.18

7.33

7.48

e
r
a
h
s
r
e
p
e
c
n
e
P

8.00

7.00

6.00

5.00

4.00

3.00

2.00

1.00

0.00

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021
Target

2022
Target

Average dividend increase of 3.3 per cent from 2012 to 2021

—
— FY 2021 target dividend of 7.33pps1, up 2.1 per cent
— FY 2022 target dividend of 7.48pps1

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.

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.

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020
Valuation

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 effect 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 financial models
produced by each Portfolio Company, and adjusting these where necessary to reflect the Company’s assumptions as well as any specific 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 specific risks and opportunities as well as country specific 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

920

900

880

860

840

820

800

)
n
o

i
l
l
i

m
P
B
G

(
e
u
l
a
v
o

i
l

o
f
t
r
o
P

59.2

18.5

59.8

11.6

3.2

895.7

(33.5)

846.0

836.0

(69.1)

% change in NAV

7.0%

2.2%

(3.9)%

1.4%

0.4%

Acquisitions1 Distributions 2

Portfolio
value as at
31 December
2019

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
exchange3

Portfolio
value as at
31 December
2020

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.

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

NAV at 31 December 2019
Deduct: other net assets at 31 December 20191

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 20201

NAV at 31 December 2020

£ million

858.6
(12.6)

846.0
59.2
(69.1)

836.0
59.8
18.5
(33.5)
11.6
3.2

895.7
20.3

916.0

1 These figures represent the net assets of the Group after excluding the investments at fair value through profit 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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW 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 UK1; 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/

AUD

CAD

EUR

NOK

USD

Valuation impact

FX rates as of 31 December 2020

FX rates as of 31 December 2019

FX rate change

1.771

1.739

1.113

11.670

1.365

1.880

1.716

1.176

11.595

1.319

5.80%

(1.34%)

5.36%

(0.65%)

(3.49%)

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 rates2. 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.

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW 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

UK1 RPI/CPIH

2.75%/2.00%

Canada

Australia

Germany

Netherlands2

Norway2

USA3

2.00%/2.35%

2.50%

2.00%

2.25%

2.50%

2.75%

2.00%/2.35%

2.50%

2.00%

2.25%

2.50%

Deposit rates (p.a.)

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%

Corporate tax rates
(p.a.)

USA

Canada4

Australia

0.25% to Q4 2023, then 1.50%

1.00% to Q4 2023, then 2.50%

19%

19% to 2019, then 17%

23.0%/26.5%/27%/29%

26.5%/27%/29%

30%

Germany5

15.8% (incl. solidarity charge)

Netherlands6

Norway

USA

25%

22%

21%

25% to 2020, then 21.7%

22%

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
5
6

Individual tax rates vary among Canadian Provinces.
Individual local trade tax rates are considered in addition to the tax rate above.
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.

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 refinancing margin + 1%

GDP -/+ 0.5%

(8.0)%

9.3%

(3.4)%

(2.8)%

4.1%

2.8%

(1.8)%

1.9%

(1.9)%

1.9%

(0.7%)

0.7%

(0.8%)

0.0% 0.0%

-10%

-8%

-6%

-4%

-2%

10%

Positive change in variable

Negative change in variable

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

Increase by 1% to 7.77%1

Decrease by 1% to 5.77%1

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

Change in NAV

31 December 2020

(£73.6) million, i.e. (8.0)%

£85.1 million, i.e. 9.3%

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

Inflation +1%

Inflation −1%

Change in NAV

31 December 2020

£37.8 million, i.e. 4.1%

(£31.0) million, i.e. (3.4)%

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

Increase by 10%1

Decrease by 10%1

Change in NAV

31 December 2020

(£25.5) million, i.e. (2.8)%

£25.4 million, i.e. 2.8%

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW 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

Deposit rate +1%

Deposit rate −1%

Change in NAV

31 December 2020

£17.1 million, i.e. 1.9%

(£16.6) million, i.e. (1.8)%

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

Increase by 10%1

Decrease by 10%1

Change in NAV

31 December 2020

(£17.6) million, i.e. (1.9)%

£17.4 million, i.e. 1.9%

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

Tax rate +1%

Tax rate −1%

Change in NAV

31 December 2020

(£6.6) million, i.e. (0.7)%

£6.6 million, i.e. 0.7%

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 Refinancing Sensitivity

Margin +1%1

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

BBGI Global Infrastructure S.A. | Annual Report 2020

Change in NAV

31 December 2020

(£7.7) million, i.e. (0.8)%

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020
Financial Results

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

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

Profit from continuing operations

Basic earnings per share (pence)

Year ended

31 Dec 20

£ million

31 Dec 19

£ million

63.3
0.2

63.5

(9.6)
(7.3)
(2.3)

44.3
(2.6)

41.7

6.58

69.8
–

69.8

(8.5)
(7.3)
–

54.0
(3.0)

51.0

8.43

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).

BBGI Global Infrastructure S.A. | Annual Report 2020

Group Level Corporate Cost Analysis
The table below is prepared on an accruals basis.

Corporate Costs

Net finance costs
Personnel costs
Legal and professional fees
Office and administration
Acquisition related costs
Taxes

Corporate costs

Year ended 31

Dec 20

£ million

Dec 19

£ million

1.6
6.2
2.6
0.8
1.6
2.6

2.0
4.8
2.4
1.3
1.1
3.0

15.4

14.6

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 20201. 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

Ongoing Charges (using AIC recommended methodology)

Year ended 31

Dec 20

£ million

0.86%

Dec 19

£ million

0.88%

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020
Financial Results continued

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

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 percentage1

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

Year ended 31

Dec 20

£ million

Dec 19

£ million

(except %)

9.6

(0.4)
(0.4)
(0.8)
(0.3)

7.7

8.5

(0.3)
(0.4)
–
(0.3)

7.5

888.4

0.86%

858.3

0.88%

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.

Distributions from Investments at FVPL1
Net cashflows from operating activities
Additional Investments at FVPL
Net cashflows from financing activities
Impact of foreign exchange gain on cash and cash equivalents

Net cash (outflow) inflow

Year ended 31

Dec 20

£ million

Dec 19

£ million

72.8
(18.5)
(59.2)
(9.5)
0.2

(14.2)

64.0
(10.9)
(62.9)
33.9
0.3

24.4

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 plan1. 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.

1 Cash flows rebased for investment acquisitions during the year.

BBGI Global Infrastructure S.A. | Annual Report 2020

For the year ended 31 December 2020, the Group has a cash dividend cover ratio2 of 1.27x (year ended 31 December 2019: 1.30x) and is calculated
as follows:

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)

31 Dec 20

£ million

31 Dec 19

£ million

(except ratio)

72.8
(18.5)

54.3
42.6

1.27x

64.0
(10.9)

53.1
40.8

1.30x

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 reaffirmed 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

Investments at FVPL
Trade and other receivables
Other assets and liabilities (net)
Net cash (borrowings)
Derivative financial asset

NAV attributable to ordinary shares

31 December 2020

31 December 2019

Investment
Basis1
£ million

895.7
1.6
(1.9)
20.5
0.1

916.0

Consolidated

Investment

Adjust

£ million

–
–
(0.1)
–
(0.1)

(0.2)

IFRS

£ million

895.7
1.6
(2.0)
20.5
–

915.8

Basis

£ million

846.0
3.9
(5.1)
13.8
–

858.6

Adjust

£ million

Consolidated

IFRS

£ million

–
–
0.9
0.7
1.4

3.0

846.0
3.9
(4.2)
14.5
1.4

861.6

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.

FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTCOMPANY OVERVIEW BBGI Global Infrastructure S.A. | Annual Report 2020
Financial Results continued

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

Cash and cash equivalent under IFRS (consolidated)

Loans and borrowings under IFRS (consolidated)
Gross up: Unamortised debt issuance costs under IFRS (consolidated)1
Less: Interest payable under IFRS (consolidated)

Outstanding loan drawdowns

Net cash under Investment Basis NAV

31 Dec 20

£ million

31 Dec 19

£ million

20.5

(0.2)
–
0.2

–

20.5

34.8

(20.4)
(0.7)
0.1

(21.0)

13.8

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

NAV (millions)
NAV per share (pence)

31 Dec 20

31 Dec 19

31 Dec 18

916.0
137.8

858.6
136.2

774.5
133.5

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
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

Howard Myles

Senior Independent Director

Jutta af Rosenborg

Chairman of Audit Committee

Management Board

Independent

Duncan Ball

Member of the Management Board

Non-independent

Frank Schramm

Member of the Management Board

Non-independent

Michael Denny

Member of the Management Board

Non-independent

1 May 2019

30 April 2021

3 October 2011

30 April 2021

1 July 2018

30 April 2021

5 October 2011

5 October 2021

5 October 2011

5 October 2021

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

Biographies of Directors

Supervisory Board

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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
Biographies of Directors continued

Management Board

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.

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 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.

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT

Supervisory Board continued

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.

— 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

Supervisory Board
Colin Maltby1
Howard Myles2
Jutta af Rosenborg
Sarah Whitney

Total meetings and
attendance

12
3
11
12
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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
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.

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.

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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

Colin Maltby2
Jutta af Rosenborg
Howard Myles3
Sarah Whitney

Audit
Committee
(4 meetings)

Remuneration
Committee
(4 meetings)1

Nomination
Committee
(5 meetings)1

2
4
3
4

3
4
3
4

3
5
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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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

Management Board
Frank Schramm
Duncan Ball
Michael Denny

Total meetings and
attendance

37
37
37
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:

Compliance:

IQ EQ Fund Management
(Luxembourg) SA (to January 2020)
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:

Depository (UK):

RBC Investor Services Bank S.A
(‘RBC’)

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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT

Management Board continued

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

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

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

% of total
share capital1

Held

M&G plc
Schroders plc2
Newton Investment Management

Limited

Investec Wealth & Investment Limited
Smith & Williamson Holdings Limited

59,502,903
47,392,362

39,947,825
31,569,569
28,885,124

9.42%
8.96%

8.46%
5.01%
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

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

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

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
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

Pension and benefits

Annual Bonus (STIP)

Long-term Incentive Plan (LTIP)

Base salaries effective from 1 May 2020:
Co-CEOs: $C842,162 and €555,9771 CFO: €356,097

Co-CEOs and CFO: 15% of salary (cash allowance)
The Co-CEOs receive a monthly car allowance

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.

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 salary2:

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.

The Co-CEOs, Duncan Ball and Frank Schramm, are paid in Canadian Dollars and Euro, respectively. The CFO is paid in Euro.

1
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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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 20201.

In Pounds Sterling

Salary
Benefits
Annual Bonus
Pension
LTIP2
Other
Total fixed
Total variable

Total remuneration

Duncan Ball
(Co-CEO)

Frank Schramm
(Co-CEO)

Michael Denny
(CFO)

456,921
13,799
713,994
73,456
565,204
–
544,176
1,279,198

467,173
13,874
720,917
74,168
593,770
–
555,215
1,314,687

1,823,374

1,896,902

275,758
–
461,739
47,504
106,526
–
323,262
568,265

891,527

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

Duncan Ball
Frank Schramm
Michael Denny

Base salary from 1 May 2020

£484k
£484k
£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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
Remuneration at a Glance continued

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)

Key financial metrics
(25% weighting)

Assessment based on key financial achievements during the year including:
— Dividends paid and declared for the year

Outcome
(% of maximum)

89%

— Growth in NAV per share

— Portfolio performance KPIs

— Ongoing charge

— Other key financial performance metrics

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

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.

Compliance and regulation
(10% weighting)

Assessment of key compliance and regulatory metrics including, AIFMD compliance,
regulator relationship, management of issues related to Brexit.

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.

Performance metric

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)

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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 Maltby2

Sarah Whitney3

Howard Myles4

Jutta af Rosenborg

2020

2019

2020

2019

2020

2019

2020

2019

Base
Senior Non-Executive Director
Committee Chair
Other – additional fees1

£37,917
–
–
–

£65,000
–
–
£5,000

£53,333
–
–
£5,000

£30,000 £45,000 £45,000 £45,000 £45,000
–
£5,000
£5,000
–
£5,000
£5,000

–
£5,000
£5,000

£5,000
£2,500
£5,000

–
–
£5,000

Total

£37,917

£70,000 £58,333

£35,000 £57,500 £55,000 £55,000 £55,000

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.

1
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.

Chairman
Senior Independent Director1
Audit Committee Chairman

Fees from 1 January
2020

Fees from 1 January
2019

£65,000
£55,000
£50,000

£65,000
£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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
Remuneration at a Glance continued

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

Management Board
Duncan Ball
Frank Schramm
Michael Denny

Supervisory Board
Sarah Whitney
Howard Myles
Jutta af Rosenborg
Colin Maltby1

At 31 December 2020
(or, if earlier, date of
stepping down
from the Board)

At 1 January 2020

430,679
418,080
137,569

25,000
–
–
122,804

548,490
500,000
262,015

39,000
–
–
132,000

1 Colin Maltby retired from the Supervisory Board on 31 July 2020.

Awards under share plans:

Management Board

Duncan Ball
Frank Schramm
Michael Denny

Award

LTIP
LTIP
LTIP

At 31 December
20191

1,499,863
1,513,637
231,760

Granted in the year

Vested in the year

Lapsed/
Forfeited in the year

At 31 December
2020

574,165
596,200
286,394

(328,902)
(301,160)
(60,212)

(49,742)
(45,546)
–

1,695,384
1,763,131
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

Duncan Ball
Frank Schramm
Michael Denny

Shares counting towards the
guideline at 31 December 2020

Required shareholding to
achieve1

Percentage of shareholding
requirement achieved

548,490
500,000
262,015

576,190
576,190
375,000

95.2%
86.8%
69.9%

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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
Frank Schramm
Michael Denny

Co-CEO
Co-CEO
CFO

£484k
£484k
£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

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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
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
affected 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 financial 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 sufficient capital and
market liquidity continues to allow for the refinancing/repayment of any
short-term recourse RCF obligations which may be due; and that the
Company’s investments are not materially affected 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.

Viability Statement

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 five years.

Whilst the average remaining life of the portfolio of assets is 20.4 years,
we continue to consider that five 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 identified 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 financial 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.

BBGI Global Infrastructure S.A. | Annual Report 2020

Risk

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 effectively 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 identified, analysed, assessed, reported and managed. Risks to the Company are identified as early as possible so as to minimise
their impact and are classified according to the following risk types:

— Economic and Market risk

— Taxation risk

— Political risk

— Financial risk

— Operational risk

— Strategic risk

All identified 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 predefined 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.

Risk m an a g

R isk strategy Risk id

t
i

ﬁ

Risk Reporting Process

rtin

g Risk assessm e n t

R is k analyses

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.

Lorem ipsum

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT

Risk continued

Economic and Market Risks

Risk description

Risk mitigation

Foreign Exchange

A significant 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 financial 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
affect the value of the Company’s underlying investments,
the distributions and the ultimate rate of return realised
by investors.

Interest and
deposit rates

Inflation

The Company’s performance may be adversely affected 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 financial 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 effect 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 Company’s performance may be adversely or positively
affected 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 financial modelling
perspective, an assumption is usually made that inflation will
increase at an assumed rate (which may vary depending on
country). The effect 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
affected by inflation and any unitary charge indexation
provisions agreed with the client on any investment.

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.

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 five currencies other than Sterling, so there is some natural
diversification amongst the underlying currencies.

Refer to the sensitivity analysis in the Valuation section of the 2020 Annual Report in
relation to foreign exchange rates.

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.

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.

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-specific 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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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 fiscal 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 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 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 effective. 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 Profit
Shifting could have an adverse effect 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 fiscal
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 diversified 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.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
Risk continued

Political Risks

Risk description

Risk mitigation

Change in law/
regulation

Different 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 effect on the performance of the underlying
investment that in turn will affect the cash flows derived from
the investments and/or the valuation of the investments.

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 Management Board seeks regular briefings 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 diversified portfolio of assets, thereby reducing the Group’s
exposure to changes in any one country.

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 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, 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 suffer 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 significantly

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

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 finally 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.

Valuation

The most significant risk of material misstatement in the
Company’s financial 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
financial position.

BBGI Global Infrastructure S.A. | Annual Report 2020

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 figures 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 insufficient.

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 differ 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 identified 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 fulfil 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.

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 sufficiently 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 find a replacement
subcontractor. Furthermore, the replacement subcontractor
may levy a surcharge to assume the subcontract or charge
more to provide the services.

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.

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 defined facility services on some investments.
— Diversified group of subcontractors with no substantial concentration risk.
— Ongoing subcontractor monitoring.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
Risk continued

Operational Risks continued

Cyber security
attack

Risk descrition

Risk mitigation

A breach of data security could occur by accident or as a result
of an external cyber-attack. A cyber-attack could affect 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 afford to be reactive. A cyber-attack could not only
affect BBGI’s reputation but could also affect the Group
legally, financially 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 benefit of having access to IT security experts, with the
platform being monitored by an advanced IT security system, something that might not
be cost effective 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 identified.

Business continuity tests are performed regularly, disaster recovery tests are performed
annually, and all staff 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.

Access to capital

Climate risk

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 finance 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
refinanced), 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.

Climate risks can affect 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 significant risk for BBGI in the medium to long-term.
Climate-change-related threats such as extreme weather
events, lost productivity and effects 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.

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 offered 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 briefings from the Company’s brokers to manage investor relations.

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 refinancing 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.

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

Administration

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 filed
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/.

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
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.

— 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.

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.

— 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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
Management Board Responsibilities Statement

The Management Board of the Company is responsible for ensuring proper preparation of the Company’s Annual Report and financial statements
for each financial 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 confirm 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

BBGI Global Infrastructure S.A. | Annual Report 2020

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;

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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

BBGI Global Infrastructure S.A. | Annual Report 2020FINANCIAL STATEMENTSCOMPANY OVERVIEWCORPORATE GOVERNANCESTRATEGIC REPORT
Consolidated Income Statement

For the year ended 31 December 2020

In thousands of Pounds Sterling

Continuing operations

Income from investments at fair value through profit or loss
Other operating income

Operating income

Administrative expenses
Other operating expenses

Operating expenses

Results from operating activities
Net finance result
Net gain(loss) on balance sheet hedging

Profit before tax
Tax expense – net

Profit from continuing operations

Profit from continuing operations attributable to the owners of the Company

Earnings per share

Basic earnings per share (pence)
Diluted earnings per share (pence)

The accompanying notes form an integral part of the consolidated financial statements

Note

2020

2019

6
7

8
18

14
14

63,337
186

63,523

(9,607)
(7,268)

69,772
–

69,772

(8,488)
(7,331)

(16,875)

(15,819)

46,648
(1,647)
(642)

44,359
(2,649)

41,710

6.58
6.57

53,953
(2,029)
2,060

53,984
(3,000)

50,984

8.43
8.41

BBGI Global Infrastructure S.A. | Annual Report 2020

Consolidated Statement of Other Comprehensive Income

For the year ended 31 December 2020

In thousands of Pounds Sterling

Note

Profit from continuing operations attributable to the owners of the Company
Other comprehensive income for the year

Total comprehensive income for the year attributable to the owners of the Company

2020

41,710
–

41,710

2019

50,984
–

50,984

The accompanying notes form an integral part of the consolidated financial statements

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Consolidated Statement of Financial Position

As at 31 December 2020

In thousands of Pounds Sterling

Assets
Property plant and equipment
Investments at fair value through profit or loss
Deferred tax assets
Derivative financial assets

Non-current assets

Trade and other receivables
Other current assets
Derivative financial assets
Cash and cash equivalents

Current assets

Total assets

Equity
Share capital
Additional paid-in capital
Translation reserves
Retained earnings

Equity attributable to the owners of the Company

Liabilities
Loans and borrowings
Derivative financial liabilities

Non-current liabilities

Loans and borrowings
Trade payables
Accruals and other payables
Derivative financial liabilities
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 consolidated financial statements

Note

2020

2019

9
11
18

19
12
18
10

13
20
13

15
18

16
18
11

13
13

58
895,674
225
12

895,969

1,631
2,164
247
20,532

24,574

61
845,967
–
605

846,633

3,876
594
756
34,778

40,004

920,543

886,637

770,942
1,517
(597)
143,978

714,280
965
(597)
146,984

915,840

861,632

–
218

218

177
73
2,643
25
1,567

4,485

4,703

920,543

915,840
137.78

20,318
–

20,318

116
353
2,515
–
1,703

4,687

25,005

886,637

861,632
136.72

BBGI Global Infrastructure S.A. | Annual Report 2020

Consolidated Statement of Changes in Equity

For the year ended 31 December 2020

In thousands of Pounds Sterling

As at 1 January 2019
Total comprehensive income for the year ended 31 December 2019
Profit from continuing operations attributable to the owners

of the Company

Total comprehensive income for year

Transactions with the owners of the Company, recognised

directly in equity

Issuance of shares from placing of ordinary shares – net of issue cost
Scrip dividends
Cash dividends
Equity settlement of share based compensation
Share–based payment

Balance as at 31 December 2019

In thousands of Pounds Sterling

Balance as at 1 January 2020
Total comprehensive income for the year ended 31 December 2020
Profit from continuing operations attributable to the owners

of the Company

Total comprehensive income for year

Transactions with the owners of the Company, recognised

directly in equity

Share
capital

Additional
paid–in
capital

Notes

Translation
reserve

Retained
earnings

Total
equity

639,160

837

(597)

137,620

777,020

–

13
13
13
13,20
20

73,915
772
–
433
–

714,280

–
–
–
(433)
561

965

–

–
–
–
–
–

50,984

–
(772)
(40,848)
–
–

73,915
–
(40,848)
–
561

(597) 146,984

861,632

Share
capital

Additional
paid–in
capital

Notes

Translation
reserve

Retained
earnings

Total
equity

714,280

965

(597) 146,984 861,632

–

–
–
–
–
–

41,710

–
(2,068)
(42,648)
–
–

54,169
–
(42,648)
–
977

Issuance of shares from placing of ordinary shares – net of issue cost
Scrip dividends
Cash dividends
Equity settlement of share based compensation
Share–based payment

13
13
13
13,20
20

54,169
2,068
–
425
–

–
–
–
(425)
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

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Consolidated Statement of Cash Flows

For the year ended 31 December 2020

In thousands of Pounds Sterling

Operating activities
Profit from continuing operations
Adjustments for:

Depreciation expense
Net finance results
Income from investments at fair value through profit or loss
Loss on derivative financial instruments - net
Foreign currency exchange loss - net
Share-based compensation
Tax expense - net

Working capital adjustments:
Trade and other receivables
Other current assets
Trade and other payables

Cash used in operating activities

Interest paid and other borrowing costs
Interest received
Realised gain (loss) on derivative financial instruments - net
Taxes paid

Net cash flows used in operating activities

Investing activities
Acquisition of/additional investments at fair value through profit or loss
Distributions received from investments at fair value through profit or loss
Acquisition of property, plant and equipment

Net cash flows from investing activities

Financing activities
Issuance of share capital through placing (net of issuance cost)
Dividends paid
Repayment of loans and borrowings
Proceeds from issuance of loans and borrowings
Debt issue cost

Net cash flows from/(used in) 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

Note

2020

2019

41,710

50,984

6
8
9
18
7
20
11

9
9

13
13
15
15

27
1,647
(63,337)
1,495
4,767
977
2,649

(1,094)
(2,822)
(168)

(14,149)
(1,219)
10
(151)
(3,010)

(18,519)

(59,185)
72,815
(24)

13,606

54,169
(42,648)
(62,000)
41,000
(27)

(9,506)

(14,419)
173
34,778

21
2,029
(69,772)
930
3,250
561
3,000

8
75
(126)

(9,040)
(721)
62
1,164
(2,379)

(10,914)

(62,900)
63,988
(49)

1,039

73,915
(40,848)
(80,057)
81,780
(934)

33,856

23,981
353
10,444

34,778

Cash and cash equivalents at 31 December

20,532

The accompanying notes form an integral part of the consolidated financial statements

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated 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 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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

5. Segment reporting (continued)
Segment information is presented below:

For the year ended 31 December 2020

In thousands of Pounds Sterling

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

18,715
–
–

North
America

15,685
–
–

Australia

22,062
–
–

Continental
Europe

Holding
Activities

Total
Group

6,875
–
–

–
(9,607)
(7,082)

63,337
(9,607)
(7,082)

18,715

15,685

22,062

6,875

(16,689)

46,648

–
–
–
–

(1,657)
10
(642)
(2,649)

Profit or loss from continuing operations

18,715

15,685

22,062

6,875

(21,627)

41,710

For the year ended 31 December 2019

In thousands of Pounds Sterling

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

24,709
–
–

North
America

40,720
–
–

24,709

40,720

–
–
–
–

Australia

2,024
–
–

2,024

–
–
–
–

Continental
Europe

Holding
Activities

Total
Group

69,772
(8,488)
(7,331)

–
(8,488)
(7,331)

(15,819)

53,953

(2,091)
62
2,060
(3,000)

2,319
–
–

2,319

–
–
–
–

Profit or loss from continuing operations

24,709

40,720

2,024

2,319

(18,788)

50,984

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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

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

Assets
Investments at FVPL
Other non-current assets
Current assets

Total assets

Liabilities
Non-current
Current

Total liabilities

North
America

Australia

Continental
Europe

Holding
Activities

Total
Group

264,797 418,063
–
–

–
–

117,984
–
–

94,830
–
–

– 895,674
295
24,574

295
24,574

264,797 418,063

117,984

94,830

24,869 920,543

–
–

–

–
–

–

–
–

–

–
–

–

218
4,485

4,703

218
4,485

4,703

North
America

Australia

Continental
Europe

Holding
Activities

Total
Group

272,281
–
–

372,696
–
–

103,410
–
–

97,580
–
–

–
666
40,004

845,967
666
40,004

272,281

372,696

103,410

97,580

40,670

886,637

–
–

–

–
–

–

–
–

–

–
–

–

20,318
4,687

25,005

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

Personnel expenses
Legal and professional fees
Office and other expenses
Depreciation expense

Year ended
31 December
2020

Year ended
31 December
2019

6,246
2,570
764
27

9,607

4,842
2,040
1,585
21

8,488

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).

BBGI Global Infrastructure S.A. | Annual Report 2020

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

Group auditor remuneration:

Statutory audit fees to the Group’s external auditor
Audit-related fees

Other statutory audit fees

Year ended
31 December
2020

Year ended
31 December
2019

187,088
65,620
29,185

281,893

195,543
59,714
24,218

279,475

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

Foreign currency exchange loss – net
Acquisition-related and unsuccessful bid costs
Loss on derivative financial instruments at FVPL1
Others

Year ended
31 December
2020

Year ended
31 December
2019

4,767
1,626
853
22

7,268

3,250
1,086
2,990
5

7,331

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

Interest expense on loan and borrowings (Note 15)
Interest income on bank deposits

9. Investments at FVPL

In thousands of Pounds Sterling

Balance at 1 January
Acquisitions of/additions in Investments at FVPL
Income from investments at FVPL1
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.

Year ended
31 December
2020

Year ended
31 December
2019

(1,657)
10

(1,647)

(2,091)
62

(2,029)

Year ended
31 December
2020

Year ended
31 December
2019

845,967
59,185
63,337
(72,815)
–

780,356
62,900
69,772
(63,988)
(3,073)

895,674

845,967

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 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 27,000m2 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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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

RW Health Partnership Holdings Pty Limited*

Royal Women’s Hospital

Victorian Correctional Infrastructure Partnership Pty

Victoria Correctional Facilities

Australia

Limited

BBPI Sentinel Holdings Pty Limited* BBGI Sentinel
Holdings 2 Pty Limited*, and Sentinel Financing
Holdings Pty Limited*

Northern Territory Secure Facilities

Australia

Golden Crossing Holdings Inc.*

Golden Ears Bridge

Trans-Park Highway Holding Inc.*

Kicking Horse Canyon

NorthwestConnect Holdings Inc.*

Northwest Anthony Henday Drive

BBGI KVH Holdings Inc.*

Kelowna and Vernon Hospital

WCP Holdings Inc.*

Women’s College Hospital

Stoney Trail Group Holdings Inc.*

Northeast Stoney Trail

BBGI NCP Holdings Inc.*

SNC-Lavalin Infrastructure Partners LP*

North Commuter Parkway

William R. Bennet Bridge
Southeast Stoney Trail
Canada Line
Restigouche Hospital Centre
McGill University Health Centre

BBGI Canada Holding 5 Inc.*

Stanton Territorial Hospital

BBGI 104 GP Inc.

BBGI Champlain Holding Inc.*

Highway 104

Champlain Bridge

Kreishaus Unna Holding GmbH*

Unna Administrative Centre

PJB Beteiligungs – GmbH*

Hochtief PPP 1 Holding GmbH & Co.KG*

Burg Correctional Facility

Cologne Schools
Rodenkirchen Schools
Frankfurt Schools
Fürst Wrede Military Base

Canada

Canada
Canada
Canada
Canada
Canada

Canada

Germany

Germany
Germany
Germany
Germany

100%

50%

100%

50%

80%
40%
26.7%
80%
40%

100%

50%

25%

90%

50%

Noaber18 Holding B.V.*

N18 Motorway

Netherlands

52%

De Groene SchakelHolding B.V. *

Westland Town Hall

Netherlands

100%

SAAone PPP B.V*

A1/A6 Motorway

Netherlands

37.14%

Agder OPS Vegselskap AS

E18 Motorway

Norway

Kent Education Partnership (Holdings) Limited*

Kent Schools

Healthcare Providers (Gloucester) Ltd.*

Gloucester Royal Hospital

Highway Management M80 Topco Limited*

M80 Motorway

Bedford Education Partnership Holdings Limited*

Bedford Schools

Lisburn Education Partnership Holdings Limited*

Lisburn College

Clackmannanshire Schools Education Partnership

Clackmannanshire Schools

(Holdings) Limited*

Primaria (Barking & Havering) Limited*

Barking & Havering Clinics (LIFT)

Year
Acquired

2012

2014 and
2015

2012 and
2013

2012

2013 and
2020

2013

2015

2017
2017
2017
2017
2018

2018 and
2020

2020

2012 and
2020

2012

2014

2018, 2019
and 2020

2018 and
2019

2013 and
2014

2012

100%

50%

100%

60%

2012

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

9. Investments at FVPL (continued)

Company

Asset

East Down Education Partnership (Holdings) Limited* East Down Colleges

Scottish Borders Education Partnership (Holdings)

Scottish Borders Schools

Limited*

Coventry Education Partnership Holdings Limited*

Coventry Schools

Fire Support (SSFR) Holdings Limited*

Stoke & Staffs Rescue Service

GB Consortium 1 Limited*

North London Estates Partnership

(LIFT)

Liverpool & Sefton Clinics (LIFT)

Mersey Care Development Company 1 Limited*

Mersey Care Hospital

MG Bridge Investments Limited*

Mersey Gateway Bridge

Tor Bank School Education Partnership (Holdings)

Tor Bank School

Limited*

Lagan College Education Partnership (Holdings)

Lagan College

Limited*

Highway Management (City) Holding Limited*

M1 Westlink

Blue Light Partnership (ASP) NewCo Limited*
Blue Light Partnership (ASP) NewCo 2 Limited*

Avon and Somerset Police HQ

Northwin Limited

North West Regional College

Northwin (Intermediate) (Belfast) Limited*

Belfast Metropolitan College

Country of
Incorporation

BBGI East End Holdings Inc.*

Ohio River Bridges

USA

* 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

Current tax:
Income tax and other taxes
Subscription tax

Deferred tax:
Recognition of previously unrecognised tax losses

Ownership
Interest

100%

Year
Acquired

2012 and
2018

100%

2012

100%

85%

60% (both)

2012

2012, 2014
and 2018

79.6%

37.5%

100%

2013 and
2014

2014

2013

100%

2014

100%

66.67%

2014

2014, 2015
and 2016

2015

2016

2014 and
2019

Year ended
31 December
2020

Year ended
31 December
2019

2,449
427

2,876

(227)

2,649

2,594
406

3,000

–

3,000

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.

BBGI Global Infrastructure S.A. | Annual Report 2020

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

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

Year ended
31 December
2020

Year ended
31 December
2019

44,359

11,063
427
(8,841)

2,649

53,984

13,464
406
(10,870)

3,000

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

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

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)

31 December
2020

31 December
2019

1,627
413
124

2,164

437
69
88

594

31 December
2020

31 December
2019

714,280
55,000
(831)
2,068
425

639,160
75,000
(1,085)
772
433

770,942

714,280

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 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

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

31 December
2020

31 December
2019

630,213
32,544
1,244
690

664,691

580,005
49,020
491
697

630,213

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

2019 2nd interim dividend of 3.5 pence per qualifying ordinary share – for the period 1 July 2019 to 31 December 2019
2020 1st 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

31 December
2020

22,057
22,659

44,716

The 31 December 2019 2nd 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 1st 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

2018 2nd interim dividend of 3.375 pence per qualifying ordinary share – for the period 1 July 2018 to 31 December 2018
2019 1st 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

31 December
2019

19,575
22,045

41,620

The 31 December 2018 2nd 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.

100

BBGI Global Infrastructure S.A. | Annual Report 2020

13. Capital and reserves (continued)
Dividends (continued)
The 30 June 2019 1st 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)

2020

2019

2018

915,840
137.78

861,632
136.72

777,020
133.97

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

Profit attributable to the owners of the Company
Weighted average number of ordinary shares in issue

Basic earnings per share (in pence)

Year ended
31 December
2020

Year ended
31 December
2019

41,710
633,662

6.58

50,984
605,115

8.43

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

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

Year ended
31 December
2020

Year ended
31 December
2019

630,213
–
2,712
363
374

633,662

580,005
24,510
–
164
436

605,115

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

Weighted average number of ordinary shares for basic earnings per share
Effect of potential dilution from share-based payment

Weighted average – outstanding shares

Year ended
31 December
2020

Year ended
31 December
2019

633,662
1,122

634,784

605,115
1,152

606,267

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.

101

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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

Loans and borrowings_non-current

In thousands of Pounds Sterling

Loans and borrowings_non-current

1 January
2020

20,318

1 January
2019

14,311

Proceeds

Repayment

41,000

(62,000)

Proceeds

Repayment

81,780

(80,057)

Foreign
Exchange

–

Foreign
Exchange

4,000

Others

682

Others

284

31 December
2020

–

31 December
2019

20,318

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.

102

BBGI Global Infrastructure S.A. | Annual Report 2020

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

Derivative financial assets
Trade and other receivables
Cash and cash equivalents

31 December
2020

31 December
2019

259
1,631
20,532

22,422

1,361
3,876
34,778

40,015

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

In thousands of Pounds Sterling

Loans and borrowings (Note 15)
Trade payables
Other payables

Contractual cash flows

Carrying
amount

177
73
2,643

2,893

Total

1,220
73
2,643

3,936

Within
1 year

1,220
73
2,643

3,936

1-5
years

–
–
–

–

103

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

17. Financial risk review and management (continued)
Liquidity risk (continued)

31 December 2019

In thousands of Pounds Sterling

Loans and borrowings (Note 15)
Trade payables
Other payables

Carrying
amount

20,434
353
2,515

23,302

Total

21,056
353
2,515

23,924

Contractual cash flows

Within
1 year

56
353
2,515

2,924

1-5
years

21,000
–
–

21,000

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.

104

BBGI Global Infrastructure S.A. | Annual Report 2020

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

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

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

€

NOK

US$

117,984

337,417

66,615

28,216

80,645

24
341

365

(2)
(2)

(4)

11,542
589

12,131

–
(687)

(687)

1,020
84

1,104

(11)
(1,730)

(1,741)

3
–

–
–

–

2,125
526

2,651

–
–

–

€

NOK

US$

103,410

296,335

67,753

29,827

76,362

22
250

272

–
–

–

13,172
214

13,386

(54)
(1)

(55)

1,851
1,194

3,045

(104)
(1,847)

(1,951)

3
–

–
–

–

29
2,034

2,063

–
–

–

105

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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:

A$ 1
C$ 1
€ 1
NOK 1
US$ 1

31 December 2020

Average £

Spot rate £

0.538
0.581
0.889
0.083
0.780

0.565
0.575
0.899
0.086
0.733

31 December 2019

Average £

Spot rate £

0.544
0.590
0.877
0.089
0.783

0.531
0.582
0.850
0.086
0.758

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.

106

BBGI Global Infrastructure S.A. | Annual Report 2020

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

In thousands of Pounds Sterling

Financial assets measured at fair value
Investments at FVPL
Derivative financial assets
Financial liabilities measured at fair value
Derivative financial liabilities

31 December 2019

In thousands of Pounds Sterling

Financial assets measured at fair value
Investments at FVPL
Derivative financial assets

Level 1

Level 2

Level 3

Total

Fair value

–
–

–

–
259

(243)

895,674
–

895,674
259

–

(243)

Level 1

Level 2

Level 3

Total

Fair value

–
–

–
1,361

845,967
–

845,967
1,361

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

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

31 December
2020

31 December
2019

845,967
59,185
63,337
(72,815)
–

780,356
62,900
69,772
(63,988)
(3,073)

895,674

845,967

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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Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

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

UK1 RPI/CPIH

Canada

Australia

Germany

Netherlands2

Norway2

USA3

2.75% / 2.00%

2.00% / 2.35%

2.50%

2.00%

2.25%

2.50%

2.75%

2.00% / 2.35%

2.50%

2.00%

2.25%

2.50%

Deposit rates (p.a.)

0.25% to Q4 2023, then 1.00%

1.00% to Q4 2023, then 2.50%

Canada

Australia

Germany

Netherlands

Norway

USA

0.75% to Q4 2023, then 1.50%

1.00% to Q4 2023, then 2.50%

0.50% to Q4 2023, then 2.00%

2.00% to Q4 2023, then 3.00% – 4.00%

(medium term)

0.00% to Q4 2023, then 0.50%

1.00% to Q4 2023, then 2.50%

0.00% to Q4 2023, then 0.50%

1.00% to Q4 2023, then 2.50%

0.25% to Q4 2023, then 2.00%

1.80% to Q4 2023, then 3.00%

0.25% to Q4 2023, then 1.50%

1.00% to Q4 2023, then 2.50%

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BBGI Global Infrastructure S.A. | Annual Report 2020

18. Fair value measurements and sensitivity analysis (continued)
Macro-economic assumptions (continued)

Corporate tax rates

(p.a.)

Canada4

Australia

Germany5

Netherlands6

Norway

USA

31 December 2020

19.00% long-term

31 December 2019

19.00% to 2019, then 17.00%

23.00% / 26.50% / 27.00% / 29.00%

26.50% / 27.00% / 29.00%

30% long-term

15.8% long-term (incl. solidarity charge)

25% long-term

22% long-term

21% long-term

25% till 2020, then 21.7%

22% 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:

Effects in thousands of Pounds Sterling

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).

+1% to 7.77% in 20201

-1% to 5.77% in 20201

Equity

Profit or loss

Equity

Profit or loss

(73,609)

(70,769)

85,076

82,003

85,076

82,003

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:

Effects in thousands of Pounds Sterling

31 December 2020

31 December 2019

+1%

-1%

Equity

Profit or loss

Equity

Profit or loss

37,787

40,405

37,787

40,405

(30,983)

(33,236)

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BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 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:

Effects in thousands of Pounds Sterling

31 December 2020

31 December 2019

Increase by 10%1

Decrease by 10%1

Equity

Profit or loss

Equity

Profit or loss

(25,491)

(26,578)

25,396

24,643

25,396

24,643

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:

Effects in thousands of Pounds Sterling

31 December 2020

31 December 2019

+1%

-1%

Equity

Profit or loss

Equity

Profit or loss

17,065

14,711

17,065

14,711

(16,641)

(14,616)

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:

Effects in thousands of Pounds Sterling

31 December 2020

31 December 2019

Increase by 10%1

Equity

Profit or loss

Equity

Profit or loss

(17,621)

(16,975)

17,390

16,417

17,390

16,417

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.

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BBGI Global Infrastructure S.A. | Annual Report 2020

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:

Effects in thousands of Pounds Sterling

31 December 2020

31 December 2019

+1% in 2020

-1% in 2019

Equity

Profit or loss

Equity

Profit or loss

(6,606)

(7,230)

(6,606)

(7,230)

6,563

7,161

6,563

7,161

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.

In thousands of Pounds Sterling

2020

2019

Margin +1%1

Equity

Profit or loss

(7,745)

(6,943)

(7,745)

(6,943)

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.

111

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 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

BBGI Global Infrastructure S.A.

BBGI Management HoldCo S.à r. l. (‘MHC’)

BBGI Inv, S.à r. l.

BBGI Investments S.C.A.

BBGI Holding Limited

BBGI (NI) Limited

BBGI (NI) 2 Limited

BBGI CanHoldco Inc.

BBGI Guernsey Holding Limited

BBGI Ireland Limited

Country of
Incorporation

Effective
Ownership
Interest

Year
Acquired/
Established

Luxembourg

Ultimate Parent

Luxembourg

Canada

Guernsey

Ireland

100.0%

2011

2012

2013

2015

2013

2017

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:

Country of
Incorporation

Effective
Ownership

Date
Acquired
Controlled

Company

Asset Name

RW Health Partnership Holdings Pty Limited

Royal Women’s Hospital

RWH Health Partnership Pty Limited

RWH Finance Pty Limited

Royal Women’s Hospital

Victorian Correctional Infrastructure Partnership Pty

Victoria Correctional Facilities

Limited

BBPI Sentinel Holdings Pty Limited

Northern Territory Secure Facilities

BBPI Sentinel Holding Trust

BBPI Sentinel Pty Limited

BBPI Member Trust

Northern Territory Secure Facilities

Sentinel Partnership Pty Limited

Northern Territory Secure Facilities

Australia

100.0%

Sentinel UJV

Northern Territory Secure Facilities

Australia

100.0%

Sentinel Financing Holdings Pty Limited

Northern Territory Secure Facilities

Australia

100.0%

Sentinel Financing Pty Limited

Northern Territory Secure Facilities

Australia

100.0%

Sentinel Finance Holding Trust

Northern Territory Secure Facilities

Australia

100.0%

Sentinel Finance Trust

Northern Territory Secure Facilities

Australia

100.0%

BBGI Sentinel Holdings 2 Pty Limited

Northern Territory Secure Facilities

BBGI Sentinel Holding Trust 2

BBGI Sentinel 2 Pty Limited

BBGI Sentinel Trust 2

BBGI Champlain Holding Inc.

BBGI SSLG Partner Inc.

Northern Territory Secure Facilities

Champlain Bridge

Australia

Canada

100.0%

112

BBGI Global Infrastructure S.A. | Annual Report 2020

2012

2014

2014 and
2015

2015

2020

19. Subsidiaries (continued)

Company

Asset Name

Signature on the Saint_Laurent Group G.P.

Champlain Bridge

SSL Finance Inc.

Golden Crossing Holdings Inc.

Champlain Bridge

Golden Ears Bridge

Country of
Incorporation

Effective
Ownership

Canada

25.0%

100.0%

Golden Crossing Finance Inc.

Golden Ears Bridge

Canada

100.0%

Golden Crossing Inc.

Golden Ears Bridge

Canada

100.0%

Global Infrastructure Limited Partnership

Golden Ears Bridge

Canada

100.0%

Golden Crossing General Partnership

Golden Ears Bridge

Canada

100.0%

BBGI KVH Holdings Inc.

BBGI KVH Inc.

BBGI KVH Holdings 2 Inc.

BBGI KVH 2 Inc.

Kelowna and Vernon Hospitals

Infusion Health KVH General Partnership

Kelowna and Vernon Hospitals

BBGI 104 GP Inc

Dexter Nova Alliance GP

WCP Holdings Inc.

WCP Inc.

WCP Investments Inc.

Women’s College Partnership

Stoney Trail Group Holdings Inc.

Stoney Trail LP Inc.

Stoney Trail Investments Inc.

Stoney Trail Inc.

Highway 104

Women’s College Hospital

Northeast Stoney Trail

Stoney Trail Global Limited Partnership

Northeast Stoney Trail

Stoney Trail General Partnership

Northeast Stoney Trail

BBGI NCP Holdings Inc.

BBGI Stanton Holdco 1 Inc.

BBGI Stanton Holdco 2 Inc.

BBGI Stanton Holdco 3 Inc.

BBGI Stanton Holdco 4 Inc.

BBGI Canada Holding 5 Inc.

Boreal Health Partnership

North Commuter Parkway

Stanton Territorial Hospital

Canada

100.0%

50.0%

100.0%

PJB Beteiligungs-GmbH

Burg Correctional Facility

Germany

100.0%

Projektgesellschaft Justizvollzug Burg GmbH & Co. KG Burg Correctional Facility

PJB Management-GmbH

Burg Correctional Facility

Kreishaus Unna Holding GmbH

Unna Administrative Center

Germany

90.0%

100.0%

Projekt- und Betriebsgesellschaft Kreishaus Unna mbH Unna Administrative Center

Germany

90.0%

Date
Acquired
Controlled

2020

2012 and
2013

2013

2020

2013 and
2020

2020

2013

2015

2018

2020

2018 and
2020

2012

2012 and
2020

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BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

19. Subsidiaries (continued)

Company

BBGI PPP Investment S.à r.l.

Asset Name

Holding entity

De Groene Schakel Holding B.V.

Westland Town Hall

Country of
Incorporation

Luxembourg

Netherlands

Effective
Ownership

100.0%

De Groene Schakel B.V.

Westland Town Hall

Netherlands

100.0%

Noaber18 Holding B.V.

N18 Motorway

Netherlands

52.0%

Noaber18 B.V.

N18 Motorway

Netherlands

52.0%

Agder OPS Vegselskap AS

E18

Norway

100.0%

Bedford Education Partnership Holdings Limited

Bedford Schools

Bedford Education Partnership Limited

Bedford Schools

Lisburn Education Partnership (Holdings) Limited

Lisburn College

Lisburn Education Partnership Limited

Lisburn College

Clackmannanshire Schools Education Partnership

Clackmannanshire Schools

(Holdings)Limited

Clackmannanshire Schools Education Partnership

Clackmannanshire Schools

Limited

Primaria (Barking & Havering) Limited

Barking & Havering Clinics (LIFT)

Barking Dagenham Havering Community Ventures

Barking & Havering Clinics (LIFT)

Limited

Barking & Havering LIFT (Midco) Limited

Barking & Havering Clinics (LIFT)

Barking & Havering LIFT Company (No.1) Limited

Barking & Havering Clinics (LIFT)

Scottish Borders Education Partnership (Holdings)

Scottish Borders Schools

Limited

Scottish Borders Education Partnership Limited

Scottish Borders Schools

Coventry Education Partnership Holdings Limited

Coventry Schools

Coventry Education Partnership Limited

Coventry Schools

Fire Support (SSFR) Holdings Limited

Stoke & Staffs Rescue Service

Fire Support (SSFR) Limited

Stoke & Staffs Rescue Service

Highway Management M80 Topco Limited

M80 Motorway

Tor Bank School Education Partnership (Holdings)

Tor Bank School

Limited

Tor Bank School Education Partnership Limited

Tor Bank School

Mersey Care Development Company 1 Limited

Mersey Care Hospital (LIFT)

MG Bridge Investments Limited

Mersey Gateway Bridge

Lagan College Education Partnership (Holdings)

Lagan College

Limited

Lagan College Education Partnership Limited

Lagan College

Highway Management (City) Holding Limited

M1 Westlink

GB Consortium 1 Limited

North London Estates Partnership
(LIFT) and Liverpool and Sefton
Clinics (LIFT)

114

BBGI Global Infrastructure S.A. | Annual Report 2020

Date
Acquired
Controlled

2018

2018 and
2019

2018, 2019
and 2020

2013 and
2014

2012

100.0%

2012

100.0%

60.0%

100.0%

85.0%

100.0%

2012

2013

2013 and
2014

2014

2012, 2014
and 2018

19. Subsidiaries (continued)

Company

Asset Name

East Down Education Partnership (Holdings) Limited

East Down Colleges

East Down Education Partnership Limited

East Down Colleges

Highway Management (City) Finance Plc

Highway Management (City) Limited

M1 Westlink

Blue Light Partnership (ASP) NewCo Limited

Avon and Somerset Police HQ

Blue Light Partnership (ASP) Holdings Limited

Avon and Somerset Police HQ

Blue Light Partnership (ASP) NewCo 2 Limited

Avon and Somerset Police HQ

GT ASP Limited

Avon and Somerset Police HQ

Blue Light Partnership (ASP) Limited

Avon and Somerset Police HQ

Northwin Limited

North West Regional College

Northwin (Intermediate) (Belfast) Limited

Belfast Metropolitan College

Northwin (Belfast) Limited

BBGI East End Holdings Inc.

East End Crossings Partners, LLC

Belfast Metropolitan College

Ohio River Bridges

Country of
Incorporation

USA

Effective
Ownership

100.0%

66.67%

Date
Acquired
Controlled

2012 and
2018

2014

2014, 2015
and 2016

2015

2016

2014

2014 and
2019

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

Duncan Ball
Frank Schramm
Michael Denny
Colin Maltby1
Sarah Whitney

1. Mr. Maltby stepped down from his role on the Supervisory Board with effect from 31 July 2020.

31 December
2020

31 December
2019

548
500
262
–
39

431
418
138
123
25

1,349

1,135

115

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Consolidated Financial Statement continued

For the year ended 31 December 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

Short-term benefits
Share-based payment

Year ended
31 December
2020

Year ended
31 December
2019

2,717
953

3,670

2,097
561

2,658

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:

Return Period

2019 Award

2018 Award

2017 Award

December 2019-
December 2022

December 2018-
December 2021

December 2017-
December 2020

Vesting period (by reference to performance Measure – NAV condition

and TSR condition)

Maximum number of shares which will vest

36 mos. Ending
31/12/2022
757,893

36 mos. Ending
31/12/2021
820,189

36 mos. Ending
31/12/2020
881,626

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:

Share price at grant date
Maturity
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

2019 Award

2018 Award

2017 Award

£1.675
3 years
£0.0718
£0.0733
–
–
11%
Between
0.53%-0.60%

£1.565
3 years
–
–
£0.0700
–
11%
Between
0.75%-0.79%

£1.405
3 years
–
–
–
£0.0650
10%
Between
0.38%-0.56%

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.

116

BBGI Global Infrastructure S.A. | Annual Report 2020

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

2019 Award
2018 Award
2017 Award
2016 Award
Deferred STIP
Staff Award Plan

Amount recognised in additional paid-in capital

31 December
2020

31 December
2019

148
315
402
–
627
25

1,517

–
157
268
540
–
–

965

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

2019 Award
2018 Award
2017 Award
2016 Award
Deferred STIP
Staff Award Plan

Amount recognised in administrative expenses

Year ended
31 December
2020

Year ended
31 December
2019

148
157
134
(114)
627
25

977

–
157
134
270
–
–

561

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.

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).

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Notes to the Consolidated Financial Statement continued

For the year ended 31 December 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:

Sector

Asset Name

Availability
Roads

Kicking Horse
Canyon

% Equity
Owned on
Asset

50.0%

Golden Ears
Bridge

100.0%

50.0%

Northwest
Anthony
Henday Drive

M80
Motorway

50.0%

E18
Motorway

100.0%

Northeast
Stoney Trail

100.0%

Period of Concession
(Operational Phase)

Phase

Start Date

End Date

Operational

September
2007

October
2030

Investment
Volume

C$ 148 million

Operational

June
2009

June
2041

C$ 1,117 million

Operational

November
2011

October
2041

C$ 1,170 million

Operational

July
2011

September
2041

£310 million

Operational

August
2009

August
2034

NOK 3,604
million

Operational

November
2009

October
2039

C$424 million

Short Description of
Concession Arrangement

Design, build, finance and
operate a 26-km stretch of the
Trans-Canada Highway, a vital
gateway to British Columbia.

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.

Partly design, build, finance and
operate a major transport
infrastructure asset in Canada, a
ring road through Edmonton,
capital of the province of
Alberta.

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).

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.

Design, build, finance, operate
and maintain a 21 km section of
highway, forming part of a larger
ring road developed in Calgary,
Alberta, Canada.

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22. Service Concession Agreements (continued)

Sector

Availability
Roads
(continued)

Asset Name

Ohio River
Bridge

% Equity
Owned on
Asset

66.67%

37.5%

Mersey
Gateway
Bridge

M1 Westlink

100.0%

50.0%

North
Commuter
Parkway

Canada Line

26.7%

Southeast
Stoney Trail

40.0%

Short Description of
Concession Arrangement

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.

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.

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.

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.

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.

Design, build, finance, operate
and maintain a 25km section of
highway, forming part of a larger
ring road developed in Calgary,
Alberta, Canada.

Period of Concession
(Operational Phase)

Phase

Start Date

End Date

Investment
Volume

Operational

December
2016

September
2051

US$ 1,175
million

Operational

October
2017

March
2044

£650 million

Operational

February
2006

February
2036

£161 million

Operational

October
2018

September
2048

C$ 311 million

Operational

August
2009

July
2040

C$ 1,895 million

Operational

November
2013

September
2043

C$ 524 million

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Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

22. Service Concession Agreements (continued)

Sector

Availability
Roads
(continued)

% Equity
Owned on
Asset

80.0%

37.14%*

Asset Name

William R.
Bennett
Bridge

A1/A6
Motorway

N18
Motorway

52.0%

Highway 104

50%

Champlain
Bridge

25%

Short Description of
Concession Arrangement

Design, build, finance, operate
and maintain a 1.1km long
floating bridge in Kelowna,
British Columbia, Canada.

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.

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.

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.

Design, construction, financing,
operation, maintenance and
rehabilitation of a new bridge
spanning the St. Lawrence River
between Montreal and
Brossard, Quebec.

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BBGI Global Infrastructure S.A. | Annual Report 2020

Period of Concession
(Operational Phase)

Phase

Start Date

End Date

Operational May
2008

Operational

July
2017

June
2035

June
2042

Investment
Volume

C$ 184 million

€727 million

Operational

April
2018

April
2043

€ 130 million

Construction May
2020

August
2043

C$718 million

Operational

December
2020

October
2049

C$2,260 million

22. Service Concession Agreements (continued)

Sector

Asset Name

Social
Infrastructure

Victoria
Correctional
Facilities

% Equity
Owned on
Asset

100.0%

90.0%

Burg
Correctional
Facility

100.0%

Avon and
Somerset
Police HQ

Northern
Territory
Secure
Facilities

Bedford
Schools

100.0%

Coventry
Schools

100.0%

Kent Schools

50.0%

100.0%

Scottish
Borders
Schools

Clackman-
nanshire
Schools

Short Description of
Concession Arrangement

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).

Design, build, finance, operate,
and maintain for a concession
period of 25 years, a new
correctional facility for the state
of Saxony-Anhalt, Germany.

Design, build, finance, operate
and maintain four new build
police and custody facilities in
the Avon and Somerset region
(UK).

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.

Design, build, finance, operate
and maintain the
redevelopment of two
secondary schools in the
County of Bedfordshire.

Design, build, finance, operate
and maintain one new school
and community facilities for the
Coventry City Council.

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.

Design, build, finance, operate
and maintain three new
secondary schools for Scottish
Borders Council.

Design, build, finance, operate
and maintain the
redevelopment of three
secondary schools in
Clackmannanshire, Scotland.

Period of Concession
(Operational Phase)

Phase

Start Date

End Date

Operational March

2006 (MRC)/
February
2006 (MCC)

May
2031

Investment
Volume

A$ 244.5
million

Operational May
2009

April
2034

€ 100 million

Operational

July 2014/
July 2015

March
2039

£83 million

Operational

November
2014

October
2044

A$620 million

Operational

June
2006

December
2035

£29 million

Operational

In stages from
March 2006
to June 2009

December
2034

£27 million

Operational

June
2007

September
2035

£106 million

Operational

July
2009

November
2038

£92 million

Operational

In stages from
January to
May 2009

March
2039

£77 million

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Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

22. Service Concession Agreements (continued)

Period of Concession
(Operational Phase)

Sector

Asset Name

Social
Infrastructure
(continued)

East Down
Colleges

Lisburn
College

Tor Bank
School

% Equity
Owned on
Asset

100.0%

Lagan
College

100.0%

Cologne
Schools

50.0%

Rodenkirchen
Schools

50.0%

Frankfurt
Schools

50.0%

100.0%

North West
Regional
College

100.0%

Belfast
Metropolitan
College

Westland
Town Hall

100.0%

Gloucester
Royal Hospital

50.0%

60.0%

Liverpool and
Sefton Clinics
(LIFT)

Short Description of
Concession Arrangement

Phase

Start Date

End Date

Design, build, finance, operate
and maintain the East Down
Colleges in Northern Ireland

Design, build, finance, operate
and maintain Lisburn College in
Northern Ireland.

Operational

June
2009

April
2010

May
2036

Operational

October
2012

October
2037

Investment
Volume

£73.8 million
(with Lisburn
College)

£73.8 million
(with East
Down College)

£13 million

Design, build, finance, operate
and maintain a new school for
pupils with special education
needs in Northern Ireland.

Design, build, finance operate
and maintain the
redevelopment of school in
Northern Ireland.

Design, build, finance operate
and maintain the
redevelopment of five schools
in Cologne.

Design, build, finance operate
and maintain a school for
approx. 1200 pupils in Cologne.

Design, build, finance operate
and maintain the
redevelopment of four schools
in Frankfurt.

Design, build, finance, operate
and maintain the North West
Regional College educational
campus in Derry, Northern
Ireland

Design, build, finance, operate
and maintain the Belfast Met
educational campus in Millfield,
Belfast, Northern Ireland

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.

Design, build, finance, operate
and maintain a hospital scheme
in Gloucester, UK.

Design, build, finance, operate
and maintain the primary
healthcare facilities in Liverpool
and Sefton, UK.

Operational

October
2013

June
2038

£33 million

Operational

April
2005

December
2029

€32 million

Operational

November
2007

November
2034

€40 million

Operational

August
2007

July
2029

€89 million

Operational

February
2001

January
2026

£9 million

Operational

September
2002

August
2027

£20 million

Operational

August
2017

August
2042

€33 million

Operational

April
2005

February
2034

£38 million

Operational

£97 million

In 7 tranches
starting April
2005 and
ending
February
2013

In 7 tranches
starting
November
2037 and
ending
February 2043

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BBGI Global Infrastructure S.A. | Annual Report 2020

22. Service Concession Agreements (continued)

Sector

Asset Name

Social
Infrastructure
(continued)

North London
Estates
Partnership
(LIFT)

% Equity
Owned on
Asset

60.0%

Short Description of
Concession Arrangement

Design, build, finance, operate
and maintain the primary
healthcare facilities of the
Barnet, Enfield and Haringey
LIFT programme, UK.

60.0%

Barking
Dagenham
Havering
(LIFT)

Design, build, finance, operate
and maintain 10 facilities/clinics
in East London, UK with asset
construction completions
between 2005 and 2009.

Operational

Period of Concession
(Operational Phase)

Phase

Start Date

End Date

Operational

Investment
Volume

£72 million

£65 million

In 4 tranches
starting
February
2006 and
ending
June 2013

In 3 tranches
starting
October
2005 and
ending
October
2008

In 4 tranches
starting
January 2031
and ending
June 2043

In 3 tranches
starting
September
2030 and
ending
September
2033

100.0%

79.6%

100.0%

Royal
Women’s
Hospital

Mersey Care
Hospital (part
of Liverpool
Sefton Clinics
(LIFT) above)

Kelowna and
Vernon
Hospital

100.0%

Women’s
College
Hospital

Design, build, finance, operate
and maintain a new nine-storey
Royal Women’s Hospital in
Melbourne.

Design, build, finance, operate
and maintain a new mental
health in-patient facility on the
former Walton hospital site in
Liverpool, UK.

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.

Design, build, finance, operate
and maintain the new Women’s
College Hospital in Toronto,
Ontario, Canada.

80.0%

Restigouche
Hospital
Centre

40.0%

McGill
University
Health Centre

Design, build, finance, operate
and maintain the new
Psychiatric Care Centre in
Restigouche, New Brunswick,
Canada.

Design, build, finance, operate
and maintain the new McGill
University Health Centre,
Montreal, Canada.

Operational

June
2008

June
2033

A$316 million

Operational

December
2014

December
2044

£25 million

Operational

January
2012

August
2042

C$432.9 million

C$345 million

May
2043

Operational May 2013
(Phase 1),
September
2015 (Phase 2),
March 2016
(final
completion).

Operational

June
2015

October
2044

C$210 million

Operational

October
2014

September
2044

C$2,012 million

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Notes to the Consolidated Financial Statement continued

For the year ended 31 December 2020

22. Service Concession Agreements (continued)

Sector

Asset Name

Social
Infrastructure
(continued)

Stanton
Territorial
Hospital

% Equity
Owned on
Asset

100.0%

Stoke & Staffs
Rescue Service

85.0%

90.0%

Unna
Administrative
Centre

Fürst Wrede
Military Base

50.0%

Short Description of
Concession Arrangement

Design, build, finance, operate
and maintain the new Stanton
Territorial Hospital, Yellowknife,
Northwest Territories, Canada.

Design, build, finance, operate
and maintain 10 new
community fire stations in
Stoke-on-Trent and
Staffordshire, UK.

Design, build, finance, operate
and maintain the administration
building of the Unna District in
Rhine-Westphalia, Germany.

Design, build, finance, operate
and maintain the refurbishment
and new construction of a 32
hectare army barracks in
Munich, Germany.

Period of Concession
(Operational Phase)

Phase

Start Date

End Date

Operational

December
2018

December
2048

Investment
Volume

C$298 million

Operational

November
2011

October
2036

£47 million

Operational

July
2006

July
2031

€24 million

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 2nd 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.

124

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

125

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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.

126

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

— 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.

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.

127

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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

128

BBGI Global Infrastructure S.A. | Annual Report 2020

Company Statement of Comprehensive Income

For the year ended 31 December 2020

In thousands of Pounds Sterling

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

Note

5
6
7

2020

(8,615)
(3,107)
5,181

(6,541)
18,773

12,232
(427)

11,805

–

11,805

2019

(7,415)
(7,991)
-

(15,406)
17,278

1,872
(406)

1,466

–

1,466

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BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Company Statement of Financial Position

As at 31 December 2020

In thousands of Pounds Sterling

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.

Note

2020

2019

13
14

13
13

11
11

217,182
333,048

550,230

94,784
14,325
256
5,636

115,001

665,231

201,342
293,303

494,645

124,595
976
148
20,918

146,637

641,282

772,640
(108,743)

715,406
(75,832)

663,897

639,574

301
931
102

1,334

665,231

663,897
99.88

288
1,313
107

1,708

641,282

639,574
101.49

130

BBGI Global Infrastructure S.A. | Annual Report 2020

Company Statement of Changes in Equity

For the year ended 31 December 2020

In thousands of Pounds Sterling

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

Balance at 31 December 2020

Notes

Share
Capital

Retained
Earnings

Total
Equity

639,642

(35,678)

603,964

11
11
11
11

–

1,466

73,915
–
772
1,077

715,406

–
(40,848)
(772)
–

(75,832)

73,915
(40,848)
–
1,077

639,574

–

11,805

54,169
–
2,068
997

–
(42,648)
(2,068)
–

54,169
(42,648)
–
997

772,640

(108,743)

663,897

The accompanying notes form an integral part of the Company’s financial statements.

131

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Company Statement of Cash Flows

For the year ended 31 December 2020

In thousands of Pounds Sterling

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

Note

2020

2019

11,805

1,466

8,13
7,6
9

13
13
14

11
11

(18,773)
(5,173)
427

(11,448)
(108)
(429)

(23,699)
(432)

(24,131)

34,741
(15,802)
(39,745)
17,949

(2,857)

54,169
(42,648)

11,521

(15,467)
185
20,918

5,636

(17,278)
168
406

11,178
71
(81)

(4,070)
(386)

(4,456)

26,348
(45,681)
(29,932)
38,971

(10,294)

73,915
(40,848)

33,067

18,317
469
2,132

20,918

132

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

133

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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’.

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.

134

BBGI Global Infrastructure S.A. | Annual Report 2020

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.

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.

135

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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.

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.

136

BBGI Global Infrastructure S.A. | Annual Report 2020

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

Support agreement fees (see Note 13)
Legal and professional fees
Supervisory Board fees and expenses
Others

Year ended
31 December
2020

Year ended
31 December
2019

6,637
1,614
231
133

8,615

5,623
1,395
223
174

7,415

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

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

Foreign currency exchange gain -net
Others

Year ended
31 December
2020

Year ended
31 December
2019

1,891
830
386
–
–

3,107

6,411
991
344
168
77

7,991

Year ended
31 December
2020

Year ended
31 December
2019

5,173
8

5,181

–
–

–

137

BBGI Global Infrastructure S.A. | Annual Report 2020CORPORATE GOVERNANCECOMPANY OVERVIEWFINANCIAL STATEMENTSSTRATEGIC REPORT
Notes to the Company Financial Statement continued

For the year ended 31 December 2020

8. Finance income

In thousands of Pounds Sterling

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

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

Year ended
31 December
2020

Year ended
31 December
2019

18,768
5

18,773

17,258
20

17,278

Year ended
31 December
2020

Year ended
31 December
2019

12,232

1,872

3,051
(3,051)
427

427

467
(467)
406

406

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

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

31 December
2020

31 December
2019

715,406
55,000
(831)
2,068
997

639,642
75,000
(1,085)
772
1,077

772,640

715,406

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).

138

BBGI Global Infrastructure S.A. | Annual Report 2020

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

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

31 December
2020

31 December
2019

630,213
32,544
1,244
690

664,691

580,005
49,020
491
697

630,213

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

Total dividends declared and paid during the year

31 December
2020

22,057
22,659

44,716

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

2018 2nd interim dividend of 3.375 pence per qualifying ordinary share for the period 1 July 2018 to 31 December 2018
2019 1st 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

31 December
2019

19,575
22,045

41,620

The 2nd 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 1st 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)

2020

663,897
99.88

2019

639,574
101.49

2018

603,964
104.13

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:

impairment or reduction in the amounts recoverable from receivables and other current and non-current assets; and

1)
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

Loans and other receivable to subsidiaries (including accrued interest)
Cash and cash equivalents

31 December
2020

31 December
2019

326,291
5,636

331,927

326,913
20,918

347,831

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.

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

Cash and cash equivalents
Trade payables
Other payables

31 December 2019

In thousands of Pounds Sterling

Cash and cash equivalents
Trade payables
Other payables

22
–
–

21
–
–

18
–
–

564
–
(1)

563

€

202
(245)
(786)

(829)

€

1,346
(23)
(385)

938

NOK

US$

2
–
–

5
–
–

NOK

US$

2
–
–

8
–
–

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:

A$ 1
C$ 1
€ 1
NOK 1
US$ 1

31 December 2020

Average £

Spot rate £

0.538
0.581
0.889
0.083
0.780

0.565
0.575
0.899
0.086
0.733

31 December 2019

Average £

Spot rate £

0.544
0.590
0.877
0.089
0.783

0.531
0.582
0.850
0.086
0.758

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.

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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.

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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

1 January
Additions
Capitalisation of interest under MCF
Principal payments received
Foreign exchange movements

31 December
2020

31 December
2019

201,342
15,802
100
(4,930)
4,868

192,036
15,749
128
(4,442)
(2,129)

217,182

201,342

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

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

Interest receivable from MCF
Other advances to MHC

31 December
2020

31 December
2019

94,784
–

94,784

123,310
1,285

124,595

31 December
2020

31 December
2019

1,880
12,445

14,325

976
–

976

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.

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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

1 January
Additional investment through capital contribution

31 December
2020

31 December
2019

293,303
39,745

333,048

263,371
29,932

293,303

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.

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 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 2nd 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.

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Board Members, Agents & Advisers

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

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

Depository
Link Market Services Trustees Limited
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom

Corporate Brokers
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
United Kingdom

EEA based Centralised Securities Depository
LuxCSD
42 Avenue John F. Kennedy
L-1855 Luxembourg

Communications Adviser
Maitland/AMO
3 Pancras Square
London N1C 4AG
United Kingdom

Management Board
• Duncan Ball

• Michael Denny

• Frank Schramm

Receiving Agent and UK Transfer Agent
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

Winterflood Securities Limited
Cannon Bridge House
25 Dowgate Hill
London
EC4R 2GA

Luxembourg CSD Principal Agent
Banque Internationale à Luxembourg
69 route d’Esch
Office PLM 018A
L-2953 Luxembourg

Registre de Commerce et des Sociétés Luxembourg B163879

Listing

Trading

ISIN

SEDOL

Ticker

Indices

Chapter 15 premium listing, closed-ended investment company

Main Market

LU0686550053

B6QWXM4

BBGI

FTSE 250, FTSE 350, FTSE 350 High Yield and FTSE All-Share

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BBGI Global Infrastructure S.A. | Annual Report 2020

Registered Office
EBBC, 6E route de Trèves
L-2633 Senningerberg
Grand Duchy of Luxembourg

BBGI Global Infrastructure S.A. | Annual Report 2020

147