Zephyr Utility Management7521 St-Denis MontrealCanada H2R 2E7

Telephone: +1 514.564.5982 (Canada) : +237 70 25 42 67 (Cameroun)

: +226 74 66 96 34 (Burkina Faso)(

e-mail: roger_christen@videotron.ca Internet site: www.geocities.com/zephyrgsp

COMPANY PROFILE___________________________1

BACKGROUND________________________________1

SERVICES___________________________________1

LIST OF CLIENTS______________________________3

Institutions______________________________3

Consulting and engineering companies_______3

Water management companies: ____________3

Power management companies_____________3

Investment Bankers______________________3

RESOURCES_________________________________3

TYPICALASSIGNMENTS________________________________4

BIOGRAPHIES________________________________5

A zephyr is by definition a "breeze from the West" and representative of our working environment; winds of change blowing over utilities and the mining sector throughout the world bringing with them occidental customs and practices.

COMPANY PROFILEZÉPHYR is an international Canada-based consulting firm specialized in Power, Water and Mining sub-sector reforms in developing countries.

BACKGROUNDReform in Power, Water and Mining sectors has been sweeping the world for over 10 years since the collapse of Eastern Economies. Governments, no longer able to sustain investments in infrastructure to meet demand are turning towards a multitude of reform options from privatisation to management contracts and incentive schemes such as BOOT (Build Own Operate and Transfer) to interest the private sector into providing the necessary investment. This frees up Government budgets for more pressing needs in basic human Health and Education and provides timely injections of revenue to State Treasury in addition to expanding the private sector.

SERVICESZEPHYR offers reform related services to Investors, Governments, Utilities and International Financial Institutions (IFI) in the implementation of reforms. With extensive experience in North American and Africa, ZEPHYR can operate equally well in French as in English while the firm has the resources to undertake assignments in Spanish and Portuguese.

∂ Policy Formulation

∂ Demand Forecasting

∂ Least Cost Investment Planning

∂ Expansion Planning

∂ Mining Development Planning

∂ Corporate Restructuring and Reorganization

∂ Privatization

∂ Acquisition/Project Due Diligence

∂ Investor and Negotiation support

∂ Interim Management

∂ Investment Promotion

∂ Database Management and Geomatics

∂ Integrated Growth Poles: preparation and implementation

These services can be supplied either on an individual basis or through the corporation.

2

LIST OF CLIENTSInstitutionsCanadian International Development Agency (CIDA); World Bank, African Development Bank, Asian Development Bank, UNDP, FENU, ADEME, Quebec Energy Board, AQME, OMVG, OMVS, public ministries in Angola, Bahrain, Benin, Burundi, Brazil, Cambodia, Cameroon, China, Congo, Egypt, Gabon, Gambia, Guinea, India, Iraq, Jordan, Kuwait, Laos, Madagascar, Mali, Mauritania, Morocco, Oman, Qatar, Philippines, Thailand, Quebec, Russia, Rwanda, Saudi Arabia, Senegal, Syria, Turkey, United Arab Emirates, USAID.

Consulting and engineering companiesBCEOM, Coyne et Bellier, DECON, Deloitte Touche Tomahtsu, Ernst & Young, HALCROW, I.C.E.A, Louis Berger, Ogilvie, Renaud, PricewaterhouseCoopers, ROCHE, RSW, SEED, SNC-Lavalin, SOGREAH, TECSULT.

Water management companies: ADM (Mozambique), CASAN (Brazil) CEDAE (Brazil), EMAE (Sao Tome), LYSA (France) REGIDESO (Burundi), SABESP (Brazil), SAUR (France), SAUR INTERNATIONAL (France), SBEE (Benin), SEEG (Guinea), SONEG (Guinea), VIVENDI;

Power management companiesEDF (France), EDM (Mozambique) EECI (Côte d’Ivoire) ENELGUI (Guinea), ENERCA, (Central African Republic), Hydro-Quebec (Canada), SAKENERGO (Georgia), SEGESA (Equatorial Guinea) SENELEC (Senegal), SOGEL (Guinea), TransÉnergie (Quebec).

Investment BankersBNP/Paribas (France); KBC (Belgium).

RESOURCESOur experts all have extensive line management experience complemented with a wide range of international consulting assignments and all can work in English and French.

Gilles Baril: Power Transmission Planning Expert and Equipment Specialist

Roland Brilot: Institutional Reform and Privatization Specialist (Power and Water)

Roger Christen: Institutional Reform and Privatization Specialist (Power, Water, Mining)

Peter Czech: HV Transmission System Planning and Operations and Regulation

Vincent David: Energy Economics and Demand Side Management

Louis Doransky: HR and Training Specialist

Jacques Fontaine: Demand Forecasting and Tariff Specialist

Miville Gagnon: Hydroelectric Dam Design and Operation, Safety

Florent Gauthier : Institutional Reform and Privatization Specialist (Mining) Reform

Nilgün Gökgür : Social impact of privatizations specialist

Hassan Hussein: Investment Banker

Yves Ménard: Regulatory Expert (Power)

Simon Paré: Electricity Markets Specialist, Generation and Corporate Planning

Dr. Co Pham: Electricity Tariff Specialist

Gilles Sergerie: Geomatics - IT

3

TYPICALASSIGNMENTS

Institutional Strengthening, Reorganization and Reform

Institutional and commercial framework

Ertan Hydroelectric Power Station, Sichuan Province, China

Power Sector Institutional Strengthening

Heilongjiang Power Company, Heilongjiang province, China

Operational Reorganisation Guinea

Consolidation of Energy Sector Activities

Sierra Leone

Restructuring of Energy Sector ENELGUI, Guinea

Public Enterprise Sector Restructuring

ACT, CFCO, PPN, SNE, SNDE, VNTF, Congo

Russian Power Sector Reform Murmansk Region, Russia

Electricity Markets and Energy Trade

Co-ordinated exchange of Power OMVS, Mali, Mauritania, Senegal

Integration of Power generation and transmission facilities

Gambia, Guinea, Guinea-Bissau, Senegal

Nam-Khan II Power Project Laos

Notheast China Power Project China

Interconnection Project Russia-China

High Voltage Transmission systems

(OMVS) Mali, Mauritania, Senegal

Interconnection Study Egypt Syria Turkey and Iraq

National Grid Corporation Study NGCL, Laos

Arabic Gulf Countries

Interconnection ( GCC) Bahrain, Kuwait, Oman, Qatar, United Em.

Expansion Planning

Modernisation Program Libya

Generation Planning Canada

Rural Electrification Master Plan Burundi

Hydro-Quebec Investment Plan Canada

Integrated Growth Poles

Pôles intégrés de croissance(World Bank excellence award for Africa 2007)

Madagascar

PPA/IPP

600 MW IPP PPA negotiations Morocco

Bogoutchanskaya

Power Station project Russia

Independent Power

generation and wholesale

electricity markets seminar Tunisia

Privatization

Privatisation of Servicios Elecricos del Gran Buenos Aires

SEGBA, Argentina

Privatisation of Egyptian Public Sector Enterprises

Egypt

Privatisation of the Electricity Utility

SENELEC, Senegal

Assistance to State Enterprises Privatisation

Latvia, Tanzania, Ghana, Niger, Madagascar, Cameroon

Tariff Setting

Conditions for financial equilibrium in the sector

Central African Republic

Tariff setting Canada

Mining Reform

Laos Mineral Development Plan Laos PDR

Management Information Systems

Philippines

Mining Development Plan Morocco

4

BIOGRAPHIES

Gilles Baril, B.A., B.A.Sc. Electrical engineering, Senior Transmission Systems Planner. Electrical Engineer with over 26 years of experience in power system planning and 9 years in electrical equipment research and testing. Has been involved in many international and national technical and standardization organizations such as IEEE, IEC, CIGRE, CEA and has co-authored many papers in the electrical power industry field. Has also been involved at various levels in many international projects.

Roland Brilot, B.Sc. Physics, Civil engineering, Certificate of environmental Science, Power Utility consultant and Institutional Reform Specialist. 25 years of experience. Mr. Brilot has worked for 20 years in the electric sector, successively for a public utility (Hydro-Quebec), bilateral and international financial institutions (Canadian International Development Agency, World Bank),

and since 1991 for various consulting engineering firms. He is a specialist in energy planning, power generation planning, energy economics, institutional reform and privatization. Experienced in project cost benefit analysis, long-run marginal cost analysis for optimization purposes. Preparation, supervision and

implementation of energy projects in developing countries (Africa, Latin America and Asia) hydro and thermal generation, transmission and distribution, rural electrification, institutional sup-port, energy sector restructuring, training. Extensive overseas experience. Since he joined the private sector, he is more and more involved in business development, contacts with clients and financial institutions, financial packaging, proposals, contract negotiation and administration. In the last four years, he worked almost exclusively as a Consultant, either to Governments or private Investors on water and electricity public utilities, privatization projects, and for independent private power producers. He is well aware of the various privatization schemes and related legal and financial issues, financial simulations of the transactions, negotiation of legal documents such as Concession Agreements, Power Purchase Agreements, Fuel Purchase Agreements, etc.

5

Roger Christen, B.Sc. Engineering. MBA, President of Zéphyr. 30 years of experience. Roger Christen is an engineer, MBA and a Certified Management Consultant and senior project manager with a varied experience in several aspects of utility and mining reform, from managing power utilities to institutional streng-thening, privatization, letting of concessions, tariff setting, etc. He has professional experience in consulting and in line management for both private and public sector institutions, at the national and international levels. Some 13 years of his early career were spent with Price Water-house Management Consulting Services. He has spent the last eleven years in international consulting for donors, governments and public en-terprises mainly in the development of the private sector, in design and implementation of privatization programs, in institutional restructuring projects and enterprise reorganization and management. He has lived with his family overseas for extended periods. He has been at the head of his consulting enterprise for the last seven years. His long personal experience with donor funded projects, in leading large multidisciplinary teams in complex institutional reform assignments internationally and especially with line management experience in developing countries, combined with his personal living and investment experiences give him a unique perspective on power, water and mining sector reform.

Peter Czech, B. Electrical Engineering, M.Sc. Electrical Engineering, over 25 years of experience with Hydro-Quebec in HV Transmission Systems Planning & Operations and regional power agreements. Mr. Czech has been Consultant to the Quebec Energy Board on matters affecting the bulk electric transmission system in the North East. (Canada-US) and Consultant to the law firm of Ogilvie, Renaud in the Quebec/Vermont interconnection contract arbitration process. He was also Executive assistant to the Director of power system operations, TransEnergie, a division of Hydro-Quebec. As such, he was responsible for representing the interests of Trans Energie at the Northeast Power Coordinating Council (NPCC), North American Electric Reliability Council (NERC) and Congrès international des Grands réseaux électriques (CIGRÉ). Mr. Czech was also the Canadian representative to Study Committee

39 (System operations) of CIGRÉ, and prepared and presented to the Warren Commission of inquiry the operational review of the events following the January 98 ice storm.

Vincent David, Economist, is specialized in Energy demand studies, Economic and

financial analysis for investment projects, Project management, Energy Efficiency Policies and Program Design, and Energy project monitoring. He has been involved in DSM activities from its very beginning in Canada in the mid-seventies. He highly contributed to launching DSM policies and programs in the Province of Quebec, and has been involved in this sector at numerous levels ever since. He has extensive international experience in the field.

Miville Gagnon, B.A Sc, Civil Engineering, M.Sc. (Hydraulics) M.I.T., USA, over 35 years experience, Senior civil engineer – Dam safety and water management. Mr. Gagnon has extensive senior level experience in the design of hydro projects covering both dam safety aspects as well as operational issues. He has been involved in numerous projects dealing with the evaluation of hydropower sites both in Canada and throughout the world. Mr. Gagnon has worked with various consulting engineering firms including as a hydraulic engineer with The SNC Group and Acres Ltd., and as project manager with RSW Inc. Since 1992, he has worked as a senior power project consultant.

Hassan Hussein, BA Business Administration, Senior Financial Executive and Investment Banking Specialist, 23 years of experience. Mr. Hassan Hussein is Chairman and Managing Director of his own Investment advisory services firm TIIA, and is the first President of the Egypt branch of the KBC Bank (Belgium). For the past three years, TIIA was the local partner of the Deloitte-Roche Consortium, a Canadian Executing Agency of a major CIDA-funded privatization project in Egypt. He was formerly the Deputy Chief Executive of a Bechtel Privatization Project in Egypt (USAID funded). Mr. Hussein holds a certificate from Harvard University in Corporate Finance and has extensive experience in privatization, investment banking, fund management, international stock markets, and public offerings in Europe, the Middle East, and Egypt. Mr. Hussein worked with various Egyptian public sector holding companies and their affiliated company chairmen since 1991 and led the effort to establish privatization units in six holding companies. He was responsible for debt analysis and development of privatization

methods and options. He has been recently elected as board member and secretary general to Egyptian Capital Market Association (ECMA) and as such plays personally a leading senior role in the development of the Capital Market as an advocate to market forces. Before returning to Egypt in 1992 he managed funds in Europe and the Gulf, actively investing in the European stock markets on behalf of Gulf investors and established strong relationships with institutional investors and leading investment banks. After returning to Egypt he lectured on finance and banking in the Central Bank of Egypt's Bankers

Institute and the AUC.

Jacques Fontaine, B.A Sc, M.Sc. Electrical Engineering. 34 years of experience. Demand Forecasting Specialist - Extensive experience in Demand Forecasting for power networks and in tariffs. Mr. Fontaine

was with Hydro-Quebec from 1965 to 1997 where he held many key positions including: Manager Forecasting, Generating and transmission Group; Adviser and team leader, Load forecasting, Corporate Planning; Project Coordinator, Special Projects, Hydro-Quebec’s Senior Management; Head of Division Forecasting and System Planning. More recently, Mr. Fontaine has been a Senior Advisor for H-Q making representations before Quebec’s Energy Board, acting as representative in a first collective bargaining agreement, and participating in rate studies for new electrical loads of large industrial customers. His International experience includes a World Bank evaluation of the energy sector of Burundi (work in Bujumbura and in Montreal) and energy related projects in the USA, Madagascar and Guinea-Conakry.

Florent Gauthier, Geological Engineer and Consultant, Mines with over 30 years of experience for both the private sector and for international funding institutions specializing in mining, geology, and mine evaluations since 1981, offering the contracted services of geological and mining teams and active in several junior mining investment companies with exploration properties in Quebec and Mali, since 1997. In collaboration with a Canadian Consortium headed by ROCHE in partnership with Price Waterhouse, he was Study Director responsible for all aspects in developing a revitalization strategy for the Moroccan mining sector other than phosphates. The study involved a comprehensive review of all aspects related to sector development with a team of some 50 experts.

Rodrigue Haché, 25 years experience with hydro-quebec in technical areas including distribution and metering, commercial activities (client services, large clientèle, commercial programs) and human resource management. mr. haché has extensive management experience in a power utility having been promoted over the years from section chief up to general manager of a small utility. he has 8 years of experience on international experience including some 4 years in guinea, two as general manager

Hubert Raoelison Andriamasoandro, Electromechanical engineer of 54 years old with 29 years of experience in studies and project works as planner, controller, coordinator and department head in the industrial electricity sector (generation and distribution of electricity). He was responsible for the operation and maintenance of complex of electricity generation (dams, hydroelectric power stations and diesel plants, as well as dispatch). He was as well a project manager. He participated in the development of the first electricity least cost expansion plan in Madagascar.

For 10 years he was Department Head for hydroelectric power stations within the Generation and Transmission Department responsible for the management, operations and maintenance of the hydroelectric power stations at the National Utility in Madagascar (JIRAMA). He was

also Head of the powerhouse at Andekaleka and Mandraka, responsible for the rehabilitation and return to operations of the hydroelectric power station of Volobe (Toamasina) flooded by the cyclone Honorine. He was Resident Head Engineer for during the construction and initial operation of the hydroelectric powerhouse at Andekaleka as well of others.

Simon Paré, B.A Sc Engineering Physics, M.Sc., Industrial Management, DES - Applied Economics, Electricity Markets Specialist. - Mr. Paré is an international consultant on electrical power systems. His scope of activities includes: institutional audits and analysis, corporate planning, generation planning, power systems exchanges, wholesales tariffs, economic studies, etc. Previously, Mr. Paré was employed by Hydro-Quebec for 32 years. He was in charge of power exchanges between Hydro-Quebec and the neighboring systems of Ontario and New York State. From 1995 to 2000, he served on Hydro-Quebec’s Board of Directors where he sat on the Executive, the Audit and other BOD committees. Since 1995 as an International Consultant on Power Systems, Mr. Paré has been involved in many power projects including: the Gambia River Development Organization (OMVG); the Bogoutchanskaya (Russia) Power Station Rehabilitation; the Nam Khan II Power Project (Laos) funded by CIDA; the Northeast China Power Group (Asian Development Bank.); the Russia-China Interconnection Project aimed at interconnecting the Russian (Siberian) grid with the Chinese grid; the Laos National Grid Corporation Study. Mr. Paré also worked on various international studies for Hydro-Quebec International, in particular: as leader of the team preparing the privatization specifications of SEGBA (The Buenos Aires Electric Utility) in Argentina (World Bank); as an Institutional Specialist responsible for the administrative structures, operation rules and framework Study on an interconnection project between the GCC countries (Bahrain, Kuwait, Oman, Qatar, United Arab Emirates, Saudi Arabia); as a consultant to the Senegal River Development Organization (OMVS), for a study of the high voltage transmission system connecting Mali, Mauritania and Senegal with the Manantali generating station; on the Egypt - Jordan - Syria - Turkey - Iraq Interconnection Study; on the Ertan Hydroelectric Power Station, Sichuan Province - China aimed at defining an institutional and commercial framework between the generation and distribution utilities; Mr. Paré also worked at the World Bank in Washington D.C. as a Power

Economist and Engineer on leave from Hydro-Quebec.

Co Pham, B.Sc. Eng., M.Eng., PhD Engineering, Tariff specialist, 28 years of experience. Dr. Co Pham has more than 25 years of experience with Hydro-Quebec in the field of Energy Development and Regulation. He has directed numerous tariff, tariff reform and rate adjustment studies in Canada and in foreign countries. He is also a planning specialist in least cost and marginal cost studies. More recently, Dr. Co Pham has been working as a Consultant in Regulation and Tariffs, including an assignment as Team Leader for a World Bank/CIDA Project in Russia providing technical assistance to the Murmansk Regional Energy Commission in conjunction with the Russian Power Sector Reform Program.

Martin J. Poirier, B.A.Sc., Engineering, MBA, Marketing & Privatization Specialist. Mr. Poirier is an engineer and MBA with over 25 years of experience in the marketing, management and financing of many international utility projects in the fields of engineering, construction, technology transfer, institutional and corporate restructuring, and privatization. He has held senior executive positions with well-known engineering and management consulting firms including in the areas of strategic direction and corporate governance. During his 10 years with The SNC Group, he held several key positions including Vice-president, Project Financing, CFO of a major Electrification project in Saudi Arabia, Marketing Director and Project manager on various power and telecommunication utility projects. As Vice-president of Price Waterhouse Canada Inc., Mr. Poirier was responsible for the restructuring of a large para-statal company in Gabon and was assigned as Interim General Manager of ENELGUI (Guinea Electric Power Authority). He was also Assistant Vice-president of Teleglobe Canada Inc., responsible for negotiating traffic sharing agreements with Public Telecommunications Utilities in Eastern Europe. He has also been Vice-president of Arborescence, a start-up company specializing in Internet technologies. More recently, Mr. Poirier has worked as a consultant for Roche-Deloitte the CEA of a CIDA funded privatization project in Egypt. Mr. Poirier has worked, lived and held long-term positions in several countries in Europe, Africa, the Middle East and the Caribbean.

Gilbert Sergerie, M.Sc. and B.Sc. Geological enginee-ring, GIS specialist with over 25 years experience. Mr. Sergerie is a senior

GIS specialist in all areas of Power and Mining applications with extensive experience in implementing GIS Mining and Power related projects internationally. His expertise revolves around management, consulting and development of Information Systems for the resource and power industries. As a project evaluation specialist he has led the computer-based assessment of over 50 mining projects of various types around the world. Several GIS applications/solutions have been developed through his direct involvement in Thailand, Laos, India, Nepal, and the Philippines. Positions held by Mr. Sergerie include: Vice-President, Business Development, CHIM; Project Director, Asia, Photosur Geomat International; Consultant for the United Nations in Lao People's Democratic Republic; Geodata Specialist and Mining project Evaluator, SNC Lavalin Inc.; Management Consulting project leader, Napocor, Philippines; Technical and Management consultant for an

integrated geo-scientific information system in Thailand (CIDA funded). More recently and for over five years, Mr. Sergerie was involved as a mana-gement consultant in the re-structuring and privatization of electrical utilities in India.