Meeting Summary

Investment Committee – February 20, 2019

2019 Investment Committee Work Plan

The Investment Committee Mandate requires the Committee to establish its Work Plan annually.  The Work Plan describes how the Committee will meet its mandate obligations.

The Vice President, Legal & Corporate Secretary, advised the Committee of the key update to the 2019 Work Plan.

Following discussion, the Investment Committee approved its 2019 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the OAC Board at its meeting held on December 13, 2018.

Issuance of Medium Term Notes by OMERS Finance Trust

In August 2018 the Investment Committee approved a guarantee by OAC of a USD$5 billion program of Medium Term Note offerings by OMERS Finance Trust, to be denominated exclusively in USD.

Since obtaining that approval, OAC Finance has identified opportunities to make use of medium term financing in currencies other than USD.  As a result, the Committee was asked to consider an amended and restated resolution for the Medium Term Notes Program for the purpose of extending the range of currencies for which OAC may guarantee Medium Term Notes to include CAD, EUR, GBP, AUD and JPY.  The overall program limit of USD$5 billion would remain unchanged.

Following questions and discussion, the Investment Committee approved the transaction.

Investment in VTG AG

OMERS Infrastructure sought the approval of the Investment Committee to acquire an indirect stake in VTG AG, a market leader in private rail freight wagon leasing in Europe.  VTG AG provides essential transportation infrastructure with a diverse portfolio of approximately 94,000 wagons to a diversified customer base of over 1,000 customers.

Following questions and discussion, the Investment Committee approved the acquisition.

In a press release issued June 11, 2019, OMERS and OMERS Infrastructure announced its acquisition of a 25% indirect share in VTG AG.  This is OMERS second infrastructure investment in Germany.

Investment in 407 International Inc.

OMERS Infrastructure sought the approval of the Committee to acquire a minority interest in 407 International Inc., which holds a concession over the 407 Express Toll Route (“407 ETR”). 407 ETR is the world’s first all-electronic, open-access toll highway and stretches 108 km across the Greater Toronto Area.

Following questions and discussion, the Investment Committee requested two clarifying amendments to the resolution and approved the acquisition.

In a press release issued on April 5, 2019, OMERS and OMERS Infrastructure announced its acquisition of a 10.01% stake in 407 International Inc. from SNC-Lavalin Group Inc.  Following this announcement, the other shareholders of 407 International Inc. exercised their rights of first refusal at a price equal to OMERS offer.