Abertis Overview Presentation · 3. Adapting the Company 4. The Opportunity 5. Conclusion 6. Annexes . 19 a Who we are How did we get there? Adapting the company The Opportunity Conclusion

a

commitment and delivery

Abertis Overview Presentation

February 2016

a

1. Who are we?

2. How did we get there?

3. Adapting the Company

4. The Opportunity

5. Conclusion

6. Annexes

a 3

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes Who are we?

World leader in Toll Roads

• 7,600 km under management

• 30 concessions fully consolidated

• Leader in Brownfield projects

The World’s Most Diversified Operator

• 12 countries

• 65% of EBITDA generated outside of Spain

The World’s leading Infrastructure Company

a 4

Who we are

How did we

get there?

Adapting

the company

The


4

Strong results and Cash Flow

• €4.4Bn of Revenues in 2015 (+5% L-f-L)

• €2.7Bn of EBITDA in 2015 (+5% L-f-L)

• €3.2Bn of Discretionary FCF in 2015 (+8% L-f-L)

Solid Balance Sheet

• €26Bn Assets under management

• €2.2Bn Cash and equivalents

• €12.6Bn Net Debt (4.7X EBITDA)

• BBB/BBB+ Rating (S&P/Fitch)

€12 Bn Market Cap

A Rock-Solid Company

a 5

Who we are

How did we

get there?

Adapting

the company

The


EBITDA Composition 2015

A focused company with a geographical diversification

By Business By Market

Toll Roads 94%

Hispasat 6%

Spain 34%

France 38%

Brazil 13%

Chile 6%

Telecom and Others

9%

a 6

Who we are

How did we

get there?

Adapting

the company

The


Our Toll Roads Universe

a

1. Who are we?



4. The Opportunity

5. Conclusion

6. Annexes

a 8

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes How did we get there?

8

Puerto Rico

GROWTH 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

FOCUS 2011-2015

INVESTMENTS

Mid-teens blended equity IRR

shows clear investing discipline

towers

DISPOSALS

towers

towers

towers

a

1. Who are we?



4. The Opportunity

5. Conclusion

6. Annexes

a 10

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes

Since 2007 financial crisis deteriorated heavily macro environment

From 2011 to 2014 Traffic declined in Spain ~20%

Abertis developed its acitivties in 5 different sectors

In 2010 Abertis held ~€2.5Bn in non-controlling investments

Adapting the Company

10

In 2011 we initiated a strategic plan focused on

increasing value creation


Strategic Plan 2011-2014

a 11

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes Adapting the Company


January 2011

Focus

Airports, Car Parks, Logistics,

Atlantia, Brisa, Eutelsat

€4.6Bn Disposals

a 12

Who we are

How did we

get there?

Adapting

the company

The



Cumulative Efficiencies

Exceeds Initial Plan

€741Mn

January 2011

a 13

Who we are

How did we

get there?

Adapting

the company

The



January 2011

Growth

Geographical diversification

Brazil, Chile, Puerto Rico, Towers, Hispasat

€4.5Bn Acquisitions

a 14

Who we are

How did we

get there?

Adapting

the company

The



January 2011

Cumulative 2011-2014

€3.0Bn

Shareholder Remuneration

a 15

Who we are

How did we

get there?

Adapting

the company

The


Toll Roads 86% Toll Roads

89%


Increased focus and diversification

2010 2014 EBITDA

Spain 41%

France 33%

Brazil 17%

Chile 5%

Other 4%

Spain 53%

France 37%

Chile 5%

Other 5%

€2,494Mn

€2,494Mn €3,122Mn

€3,122Mn

Significant growth despite weak traffic

(~20% Traffic decline in Spain)

a 16

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes Adapting the company

Cash Flow Allocation

Total cash flow applications 2011 –2014

(€Bn)

Asset disposals

Cash from

operations

M&A investments (*)

Organic investment (*)

Net debt reduction

Dividends

Financial expenses

and taxes

10.1

3.5

4.6

3.0

0.9

2.8

4.5

Cash Inflows Cash Outflows

Abertis has effectively managed €15Bn

(Equivalent to reinvest its full market cap)

(*) Organic investment includes operating and expansion capex

(*) M&A does not include agreement to acquire 42.3% stake in Invin, as it is payable in 2019.

a 17

Who we are

How did we

get there?

Adapting

the company

The


Shareholder Remuneration

* €1.07 per share additional extraordinary dividend paid in 2011

Clear and sustainable shareholder remuneration policy

0.56

0.60

0.66

358 402

422

443

512

538 565

593

Evolution of Ordinary Dividends (€ Mn) Evolution of Ordinary Dividends (DPS)

* 2007 2008 2009 2010 2011 2012 2013 2014 2007 2008 2009 2010 2011 2012 2013 2014

a

1. Who are we?



4. The Opportunity

5. Conclusion

6. Annexes

a 19

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes The Opportunity


Management Organization LTIP

FO

CU

S

EF

FIC

IEN

CIE

S

GR

OW

TH

SH

AR

EH

OL

DE

R

RE

MU

NE

RA

TIO

N

VALUE CREATION

a 20

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes 2015-17 Strategic Plan

Value crystallized

€2.2Bn

€3.2Bn

€3.5Bn

Consensus (Strategic Plan 30 Oct 2014)

IPO (7 May 2015)

Market Value (Today)

Exit from airports completed (MBJ: €177 Mn)

Equity value evolution since Cellnex’s IPO announcement

66% sold

€0.7/sh

34% at

Market price

€0.5/sh

+

€1.2/share value crystallized since announcement of Cellnex’s IPO

a 21

Who we are

How did we

get there?

Adapting

the company

The


Yearly cash savings

€210Mn

2015-17 Strategic Plan

Efficiency Plan

65 193

355

570

37

101

162

2011 2012 2013 2014

Initial Target €Mn Current €Mn

Main focus on:

France Brazil

New Initiatives on:

Spain

2011-14 Efficiency Plan

Discretionary Cash Flow Yield +350 bps

EBITDA Margin +340 bps

2015E 2016E 2017E

España

Discretionary Free Cash Flow: Post tax, finance and maintenance capex

2015-17 Target Efficiency Plan

Target up to €450Mn

accumulated 2015-17 Efficiency Plan

~€1.4Bn additional value

a 22

Who we are

How did we

get there?

Adapting

the company

The


A promising pipeline for growth

2015-17 Strategic Plan

Growth

France Plan Relance

Brazil Minorities’ Buy-out

Brazilian Infrastructure Plan

Chile Capex for years

Minorities’ Buy-out (Sol , Libertadores, Autopista Central)

Spain Túnels

Puerto Rico Capex for years

• Western Europe

• Italy (A4 exclusivity agreement)

• 2 Projects under study

• Americas

• 3 projects under study

Existing Assets

(High cash flow visibility) M&A Pipeline

Potential new capex on existing asset

base: ~€2bn (visibility within the next 2

years)

a 23

Who we are

How did we

get there?

Adapting

the company

The


Growth

Appointment of key management

Group’s best practices

implementation

Management and Industrial fees

Industrial

Role

IRR 250-450 bps over Ke (risk-

adjusted)

Sustainable capital structures

Do not chase IRR

Financial

Discipline

Sustainability dividend policy

5% annual increase until 2017

Bonus share issue (1x20)

Dividends

Investment grade Rating

Optimize capital structure

Non-recourse debt

Financial

Strength

The Golden Rules for growth

Disciplined growth is the best approach to create value

a 24

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes 2015-17 Strategic Plan Shareholder Remuneration

0.69

0.73 0.76

Share Buy-Back

Tender offer achieved to buy 6.5% capital @ €15.70/sh

8.25% treasury stock (Post-Tender Offer)

Dividends

€2.1Bn dividend in 2015-2017 (10% CAGR)

€Mn DPS

Value oriented Shareholder Remuneration policy: IRR & Yield

a 25

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes 2015-17 Strategic Plan A promising traffic

YTD marks the best traffic performance since 2001 in Spain

-6.5%

-10.4%

-5.2%

2.0% 6.1%

2011 2012 2013 2014 2015

1.2%

-2.9%

0.6%

2.4% 1.8%

2011 2012 2013 2014 2015

5.0%

3.9%

3.1%

-2.3%

2012 2013 2014 2015

8.7% 8.1%

4.8%

8.5%

2012 2013 2014 2015

a 26

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes 2015-17 Strategic Plan 2015 Results Highlights

Robust recurrent business performance and B/S derisking

Strong traffic performance

5% L-f-L EBITDA growth

Discretionary Free Cash Flow of €3,162Mn

Cellnex IPO – Significant capital gains (around €2.7Bn)

Overall provisions

Significant net profit: €1,880Mn (+7% L-f-L)

P&L

Expansion of current asset base (Chile, Tunnels of Barcelona, Arteris)

Contract Amendments (Plan de Relance, Brazil Federal Roads)

Investments of €811Mn in existing asset base (higher future revenues)

Conservative B/S derisking (AP7 traffic, Autema,Radiales)

Balance

Sheet

a 27

Who we are

How did we

get there?

Adapting

the company

The


Robust key financials

2011 2015

Net Debt

EBITDA

4.7x 4.4x

4.7x

5.8x

Liquidity

€5.8Bn

• €2.2Bn consolidated cash

• €3.5Bn undrawn Group credit lines

S&P Rating changed to

Positive Outlook

• Rating S&P BBB (Positive outlook)

• Rating Fitch BBB+ (Stable outlook)

Net Debt at HoldCo:

~€3,700Mn

Financial Stakes:

34% Cellnex = ~€1.100Mn (Market value)

Toll Roads assets: (annual basis)

Spain Toll Roads = ~€450Mn p.a. Annual Discretionary CF

Other Toll Roads = ~€110Mn p.a. Dividends received in 2014 (Brazil & Chile is not

paying dividends yet)

Discretionary Free Cash Flow: Post tax, finance and maintenance capex

Discretionary Free Cash Flow yield ~12%

a

1. Who are we?



4. The Opportunity

5. Conclusion

6. Annexes

a 29

Who we are

How did we

get there?

Adapting

the company

The


Strong Traffic with increasing revenues in most markets

Operational excellence leads to higher Cash Flow increasing our

Firepower and Deleveraging to deploy on a Promising M&A

Pipeline

Delivery of the Strategic Plan Crystallizes Value, produces Record

Results

Share Buy-back program through Tender offer increasing treasury

stock to 8.25% of share capital

Company’s Prudence and Conviction on outstanding issues

On the right track to Deliver our Commitments

29

Conclusions

a

1. Who are we?



4. The Opportunity

5. Conclusion

6. Annexes

a 31

Who we are

How did we

get there?

Adapting

the company

The

Opportunity Conclusion Annexes Annexes

Annex 1: Debt Distribution

Spain France

• Net Debt: €5.376

• Net Debt/EBITDA: 5.2x

• Cash: €229

• Avg. Cost: 4.3%

• Avg. Maturity: 6.1

• Net Debt: €4,580


• Cash: €1,475

• Avg. Cost: 3.8%


Brazil RoW

• Net Debt: €808


• Cash: €38

• Avg. Cost: 6.1%


• Net Debt: €1,305


• Cash:€114

• Avg. Cost: 12.4%


Chile

• Net Debt: €498


• Cash: €353

• Avg. Cost: 4.4%


http://www.flags.net/SPAN.htm

http://www.flags.net/FRAN.htm

http://www.flags.net/BRAZ.htm

http://www.flags.net/CHIL.htm

a 32

Who we are

How did we

get there?

Adapting

the company

The


Annexes

Annex 2: Current Shareholder Composition

(As of 10 February)

6.5% Share Buy-Back included in treasury

Criteria Caixa, S.A.U

(22.7%)

Grupo Villar Mir

(16.1%)

Total Free Float (61.2%)

Blackrock Inc (3.0%) Free Float - Other

(52.1%)

Capital Group (3.1%)

Lazard Asset Management (3.0%)

a 33

Who we are

How did we

get there?

Adapting

the company

The


Spain • #1 Operator

• 1,559 Km Direct Management

• Average Maturity: 2024

• EBITDA 2015: €1Bn

• Stake: 100%

France • #3 Operator

• 1,761 Km Direct Management


• EBITDA 2014: €1Bn

• Stake: 52.5%

Annexes

Annex 3: Toll Roads Overview (Europe)

a 34

Who we are

How did we

get there?

Adapting

the company

The


Brazil • #1 Operator (in Km)

• 3,250Km Direct Management

• 9 concessions fully consolidated

• EBITDA 2015: €0.35Bn

51% of Participes en Brasil (69% of Arteris)

Chile • #1 Operator

• 771 Km Direct Management

• 6 concessions fully consolidated in 2016


• EBITDA 2014: €0.2Bn

• Stake: 100%

Annexes

Annex 4: Toll Roads Overview (Brazil and Chile)

a 35

Who we are

How did we

get there?

Adapting

the company

The


Annex 5: Income Statement

35

€ MN 2015 2014 CHG

Revenues 4,378 4,453 -1.7%

Personnel expenses

Manageable operating expenses

Non-manageable operating expenses

-681

-358

-648

-574

-385

-584

18.5%

-7%

+10.8%

EBITDA 2,692 2,909 -7.5%

Depreciation -2,757 -1,163

EBIT -65 1,746 -103.7%

Financial Result

Share of profit of associates

-1,116

-41

-726

21

Profit before taxes -1,221 1,042

Income tax

Minorities

Discontinued operations

2

378

2,721

-356

-150

119

Net Profit 1,880 655 +187%

a 36

Who we are

How did we

get there?

Adapting

the company

The


Annex 6: Cash Flow Statement

36

CF (€ MN) 2015 2014 CHG

EBITDA 2,692 2,909 -7%

Financial Result

Income tax expense

Adjust. Non cash effects

-1,116

2

1,679

-726

-356

-110

Gross operating cash flow 3,257 1,717 +90%

Operating capex -95 -125

Discretionary cash flow 3,162 1,592 +99%

Dividends

Payments to minorities

-579

-120

-577

-155

Free cash flow II 2,463 860

Expansion capex – organic -811 -812

Net Free cash flow 1,652 47

a 37

Who we are

How did we

get there?

Adapting

the company

The


Annex 7: Balance Sheet

37

BALANCE (€ MN) 2015 2014 CHG

Non-current assets 22,114 23.777 -7.0%

Current assets 3,625 3.647 -0.6%

Assets held for sale 0 316

Total assets 25,739 27,470 -7.2%

Shareholder’s equity 5,349 5,993 -10.7%

Non-current liabilities 17,253 18,552 -7.0%

Current liabilities 3,137 3,079 1.9%

Liabilities held for sale 0 116

Total equity and liabilities 25,739 27,740 -7.2%

a 38

Who we are

How did we

get there?

Adapting

the company

The


Additional Information

Additional detailed information is available through

excel sheets and pdf documents at:

http://www.abertis.com/en/investors-relations/financial-information/quarterly-results








a 39

Who we are

How did we

get there?

Adapting

the company

The


Contact Details

Paseo de la Castellana, 39

28046 Madrid (España)

Tel: +34 91 595 10 00

Tel: +34 91 595 10 20

[email protected]

[email protected]

Abertis website:

www.abertis.com

mailto:[email protected]





http://www.abertis.com/



a

Commitment and Delivery

Documents

Abertis Overview Presentation · 3. Adapting the Company 4. The Opportunity 5. Conclusion 6. Annexes . 19 a Who we are How did we get there? Adapting the company The Opportunity Conclusion