London Roadshow Presentation by zdn12589

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									30-31 March 2009

London Roadshow Presentation
 Disclaimer
This presentation has been prepared by and is the sole responsibility of Atlantia S.p.A. (the “Company”) for the sole purpose described herein. In no case may it or any
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                                             London Roadshow Presentation                                             30-31 March 2009                                               1
Presentation Team
   Name and title                                                            Background

   Giovanni Castellucci               •   From 1988 to 1999 Consultant and Partner of the Boston Consulting Group in Paris and Milan
                                      •   From2000 to 2001 Chief Executive Officer of the Barilla Group
   CEO of Atlantia. and               •   In 2001 he joined Atlantia as Chief Operating Officer. Since April 2005 he has been the Chief
   Autostrade per l'Italia                Executive Officer of Autostrade Italia
                                      •   Since 2006, he is also the Chief Executive Officer of Atlantia


   Giancarlo Guenzi                   •   He has worked for the Group since 1994 as Head of Planning and Control. He has been Chief
                                          Executive Officer of Pavimental from 2003 to 2007. Since November 2007 Chief Financial Officer
   CFO of Atlantia and                    of Atlantia
   Autostrade per l'Italia            •   Previously, he had professional experiences in KPMG and Italstat Group



   Massimo Sonego                     •   He joined the group in 2002 after previous working experiences in Morgan Stanley, Citigroup and
                                          Edizione Holding
   Head of Corporate Finance and
   Investor Relations of Atlantia




                             London Roadshow Presentation                            30-31 March 2009                                       2
Table of Contents

1. Company Overview
2. Key Facts and Outlook
3. Financing Strategy
4. Closing Remarks
5. Appendix




             London Roadshow Presentation   30-31 March 2009   3
1. Company Overview




           London Roadshow Presentation   30-31 March 2009   4
    The Group at a Glance
•    3,413 Km toll motorway network under
     concession in Italy
      • 61% of the Italian toll roads
      • 83% of population served
      • 87% of national GDP covered
•    Leader in automatic toll collection with over 6
     million customers
•    Largest Italian private investor with over €18bn of
     projected major work
•    Recent acquisitions selectively increased Atlantia’s   Concessionaire                           Length Km    Maturity

     international presence                                    Autostrade per l'Italia
                                                               Strada dei Parchi
                                                                                                        2,854.6
                                                                                                          281.4
                                                                                                                      2038
                                                                                                                      2029
      • Chile (303 Km)                                         Autostrada Torino-Savona
                                                               Autostrade Meridionali
                                                                                                          130.9
                                                                                                           51.6
                                                                                                                      2038
                                                                                                                      2012
      • Brazil (442 Km)                                        Autostrada Tirrenica                        36.6       2028

      • Poland (61 Km)                                         Raccordo Autostradale Valle d'Aosta
                                                               Tangenziale di Napoli
                                                                                                           32.3
                                                                                                           20.2
                                                                                                                      2036
                                                                                                                      2037

      • US (ETC)                                               Mont Blanc tunnel

                                                               Total Group network
                                                                                                            5.8

                                                                                                        3,413.4
                                                                                                                      2050

                                                                                                                       2037

                                                               ANAS and other concessionaire
                           London Roadshow Presentation              30-31 March 2009                                         5
Group Structure

                                                        6.68%(1)                      38.06%
                                         Abertis
                                    Fondazione CRT      6.68%(1)                                (2)
                                                                                                            39.8%       Free float
                                        Generali        3.422%(1)

                                    Aabar Investments    3.340%                        100%




                  Italian concession                                                                                                     Tolling, engineering,
                                                                        International concession business
                        business                                                                                                          construction, O&M

      •    8 motorway concessionaires                               •    Costanera Norte (45%)-Chile (43km)                   •      Telepass (100%)
      •    3,413 km of infrastructure under
                                                                    •    Stalexport (56.2%)-Poland (61km)                     •      ETC – Texas/US (45%)
           concession in Italy                                      •    Los Lagos (100%)-Cile (135Km)(3)
                                                                                                                              •      SPEA (100%)
                                                                    •    Nororiente (100%)-Cile (21Km)(3)
      •    248 service areas
                                                                    •    Vespucio Sur (50%)-Cile (24Km)(3)                    •      Pavimental (71.67%)
                                                                    •    Litoral Central (50%)-Cile (80Km)(3)                 •      Impregilo(4)
                                                                    •    Triangulo do Sol (50%)-Brazil (442Km)(3)             •      Dulles Greenway—Virginia/US (100%)
(1)       Former Schemaventotto shareholders (Source: Consob)
(2)       Atlantia holds a total of no. 11,476,616 treasury shares, equal to approximately 2.0% of the share capital. It also fully controls TowerCo, company operating in
          the tower management business and holds a 12.7% stake of Alitalia
(3)       Acquisition under completion
(4)       Autostrade per l’Italia has a 33.3% interest in IGLI that has a 29.55% ownership in Impregilo


                                             London Roadshow Presentation                                           30-31 March 2009                                         6
Key Financial Highlights
      (€ m, unless otherwise stated)                                                                       2007                        2008                  % Ch.
      Total Sales                                                                                          3,272                      3,477                    6.3%
      EBITDA                                                                                               2,068                      2,115                    2.3%
      EBIT                                                                                                 1,643                      1,616                   (1.7%)
      Profit from continuing operations before taxes                                                        1,196                     1,129                   (5.6%)
                                    (1)
      Net profit (after minorities)                                                                          694                        735                    5.8%
                                               (2)
      Funds From Operations                                                                                 1,249                     1,379                   10.4%
      Net Tangible Capex                                                                                    1,249                     1,139                   (8.8%)
      Dividend per share (€)                                                                                 0.68                      0.71                    4.4%
       Interim                                                                                                0.31                     0.34                    9.7%
       Final                                                                                                  0.37                     0.37                    0.0%
                                                                                                                 (1)
      Dividend Pay-Out                                                                                       56%                        54%                   (3.6%)
      Net Debt                                                                                              9,241                     9,755                    5.6%
      Net Debt/EBITDA                                                                                       4.5 x                     4.6 x
      FFO/Net Debt                                                                                          13.5%                      14.1%
(1)      Net profit in 2007 does not take into account a one off, non cash, write off of €314m, as a result of the reduction in value of tax assets following the announced
         reduction in tax rates applicable from 2008
(2)      Net income + non cash items


                                            London Roadshow Presentation                                           30-31 March 2009                                           7
          Regulatory History

                                                                     23.12.02
                        4.8.97                                   Signing of the 4th          3.10.06                           12.10.07
                     Signing of the                               Supplementary           Law Decree no.                   Signing of single      24.02.09
      20.12.96        Autostrade                                    Agreement               262/2006           15.6.07    concession contract     Law Decree
    CIPE Directive    Concession          Privatization of       (approved by Law         (converted into   CIPE Directive (approved by Law       no. 207/09
     no. 319/96       Agreement             Autostrade          no. 47 of 27.2.04)       Law no. 286/06)     no. 39/2007 no. 101 of 6.6.08)     “Mille Proroghe”




      1996             1997             1999       2000               2002                    2006             2007               2008              2009



•      Tariffs indexed to Government                •        Productivity recovery target set for              •     Tariffs indexed to 70% of actual
       Budgeted CPI                                          10 years on the basis of change in                      rate of inflation
•      Productivity recovery target to be                    real cost per kilometre travelled                 •     Compensation of new
       calculated every 5 years on the basis of:    •        Compensation of additional                              investments based on a RAB
         • Adequate remuneration of                          investments based on an IRR                             system with a guaranteed return
              invested capital                               equal to 7.2% real post tax                             equal to pre-tax WACC
         • Future investment plan                                                                              •     Direct award to controlled
         • Expected change in productivity                                                                           company permitted up to 60% of
         • Expected change in demand                                                                                 works




                                               London Roadshow Presentation                                  30-31 March 2009                                  8
Operating Growth History
                                                               •   Strada dei Parchi
(€ m)                                                              acquisition (2001)
                                                               •   Re-opening Mont                                               60.8%
                                           •   Service areas       Blanc tunnel (2002)                                164         2.115
                                               royalties       •   Stalexport Group
                                           •   Telepass            acquisition (2007)
                                               development     •   ETC acquisition             278
                                                                                                                                                  €442m
                                           •   Tower               (end 2007)
                                                                                                                                                   41%
                                               Management
                     •   Automation
                     •   Delayering                                      131
                     •   Paving costs              223

                            282                                                                                                                   €636m
                                                                                                                                                   59%
     52.7%

        1.037




 EBITDA 1999               Cost                Commercial              Other                 Tariff                Traffic       EBITDA
                                    (1)
                         Efficiency            development                                   Growth (2)            Growth         2008
  Note: 1999 figures are Italian GAAP compliant, 2007 figures are IFRS compliant
  (1) Measured in terms of the real operating costs per km travelled (2) Net of change in the concession fee (2.4% since 2007)            EBITDA Margin


                                               London Roadshow Presentation                                       30-31 March 2009                        9
Core Related Business Development
                          Revenues
(€ m)           1999       2008       Abs. Change                         Main Drivers

                                                    •   New tender procedure
Service Areas                                       •   New services
                 55          237        182
Royalties                                           •   New royalty scheme
                                                        (80% fixed, 20% on volume)


Automated                                           •   Telepass OBUs
Tolling          34           98         64
                                                        (1.5m in 1999 and 6.5m in 2008)


Tower
                  0           16          16
                                                    •   Construction and marketing of multi-operator
Management                                              “equipped sites”


Advertising       4           19          15
                                                    •   Development of advertisement business in
                                                        services areas




                   London Roadshow Presentation                30-31 March 2009                        10
Examples of Operations Efficiencies
                                                                                       Cost savings(1)
 Maintenance Activity             Key Drivers                                          2008 vs. 1999
                              •   New technologies                                         -20%
  Road Surfacing              •   Pavimental process re-engineering                 from €/sqm 9.3 to 7.4
                              •   Learning by doing                                   (draining asphalt)


  Ordinary Recurring          •   Contract bundling                                         -17%
  Maintenance                 •   Internalization                               from €/km 12,900 to 10,700



  Non-recurring                                                                            -27%
  maintenance                 •   New materials/techniques                         from €/sqm 280 to 207
                                                                                     (bridges e viaducts)


                              •   Productivity increase                            -30% labour units
  Toll collection             •   Automation increase                               +33% productivity
                              •   Standardization of tolling activities         (manual transactions per shift)


(1) Savings in real value



                            London Roadshow Presentation                  30-31 March 2009                        11
    Quality of Service and Safety
                Indicator                                  1999   2008                  Remarks


                Death rate                                 1.1     0.4     •   1.650 specific actions on black spots
Safety          (no. of deaths per 100m of km travelled)                   •   1,764 km of carriageways (26% of total
                                                                               network) now installed with Tutor, a
                Protective barriers on viaducts            37%    100%         speed camera developed by Autostrade
                and separated carriageways                                     per l’Italia measuring average speed
                                                                               travelled


                Network coverage of draining
                                                                           •   Completed the extra-thick draining
Paving                                                     16%    82%          pavement program on Autostrade per
                pavement (% of total km)
                                                                               l’Italia network

                                                                           •   €800 million plan to upgrade all service
                Commercial area (sqm/’000)                 190    250          areas in order to improve quality (83%
Service areas
                                                                               of works completed or in progress in 74
                Parking lots                           11,000     21,000       service areas)



                        London Roadshow Presentation                     30-31 March 2009                        12
           Major Works Programme
       •   The Group is investing over €18bn to de-bottleneck nearly 900 km of roads, of which €15bn still to be
           completed (€14bn related to Autostrade per l’Italia)
           100%    RAV - 0.4bn (12 km)                                                               Monselice - Padova Sud

                   Milan-Bergamo - 0.5bn (33km)
                   Milan-                                                                            Modena - Piacenza Sud
           100%

                   Lainate-Como - 0.4bn (23km)
                   Lainate-                                                                          Modena-
                                                                                                     Modena-Bologna - 0.2bn
2013
                                                                                                     Bologna Area - 0.2bn (45 km)        100%
                   Accessibility to Milan Trade                 Milan          Venice
           100%
                   Fair Area - 0.1bn (4 km)
                                                                   Bologna                           Ferrara - Bologna
                                                       Turin
                   Lodi - Milano South                         Genoa                                 Ravenna - Bologna S. Lazzaro
2021               Genoa bypass - 3.7bn (34 km)                          Florence                    Interchange Casalecchio
2013       29%    Variante di Valico – 3.7bn (66km)
                                                                                    Pescara          Rimini North -Porto S. Elpidio -
                                                                                                                                                      2015
2018       11%     Florence Interchange – 2.1bn                                                      2.5bn (154 km)
                   (58 km)
                                                                        Rome                                    Parchi-
                                                                                                     Strada Dei Parchi-0.4bn
                                                                                                                                                      2012
                   Firenze - Pistoia                                                                                                      22%
                                                                                                     (20 km)
                   Pistoia - Montecatini
                                                                                              Bari   SAM - 0.4bn (20 km)                  63%         2011
                   Incisa - Valdarno
                                                                                    Naples
           100%    Orte-
                   Orte-Fiano - 0.2bn (37 km)
                                                                                                                                                l’
                                                                                                            Works envisaged in Autostrade per l’Italia and subsidiaries
                                                                                                            original concession agreements (1997 – 2000)
                   Santa Marinella -Torreinpietra
                                                                                                            Works envisaged in Autostrade per l’Italia 200 4th
                                                                                                                                                l’
                   Fiano Romano - Settebagni                                                                Supplementary Agreement
2013
                   0.2bn (14 km)                                                                            New additional investment envisaged in the new concession
                   S.Cesareo - Colleferro                                                                                                 l’
                                                                                                            agreement of Autostrade per l’Italia
                   Colleferro - Frosinone                                                                                                               as
                                                                                                            Stage of completion as of December 2008 as a percentage of
                                                                                                            kilometers opened to traffic on the total subject to investments
                                                                                                            Expected completion date

                                                      London Roadshow Presentation                    30-31 March 2009                                                   13
        Benefits from De-bottlenecking
    •      Most recent examples show a positive impact after the opening of new lanes
                                                                           Before                                After
                                                              ADT             Traffic       growth(1)   ADT        Traffic growth(2)
                                                               per         Enlarged            Entire    per     Enlarged     Entire
                                                              lane          section           network   lane      section    network


 4th lane Modena-Bologna
 Km: 33.6                                                 16,000               1.2%           3.2%      13,000    3.4%          1.5%
 Opening: May 2006                                                                   -2.0%                                 +1.9%


 4th lane Milan-Bergamo
 Km: 47.6                                                 18,000              1.8%            3.1%      14,000    7.9%         -0.7%
 Opening: October 2007                                                                -1.3%                              +8.6%

(1) Average monthly Y-o-Y traffic growth from January 2001 until start up of works
(2) Average monthly Y-o-Y traffic growth since the opening of the 4th lane until May 2008


                                                London Roadshow Presentation                            30-31 March 2009               14
2. Key Facts and Outlook




            London Roadshow Presentation   30-31 March 2009   15
    Key Facts and Outlook
                            2008 Key Facts                                           2009 Outlook

              •   New contract of Autostrade per l’Italia fully   •   Annual tariff increase postponed to 1 May 2009
Regulation        enacted on June 2008 by law                     •   “Stimulus low” started to simplify the approval
              •   Previous litigation fully settled                   process for new works
                                                                  •   Direct award to the subsidiary Pavimental now
                                                                      permitted up to 60% of works


              •   Relatively resilient traffic growth             •   Underlying traffic growth so far in line with the
Operations    •   Increasing contribution from correlated             last 2 months of 2008
                  business                                        •   Ordinary royalties growth balancing 2008
              •   Full consolidation of Stalexport and ETC            extraordinary royalties
              •   €1.1bn of capex                                 •   €1.4bn targeted capex


              •   Agreement to buy selected assets from Itinere   •   Focus on few selected opportunities with limited
Business          Group                                               equity commitment (e.g. India)
Development   •   Disposal of minor assets                        •   Involvement of other partners in acquisitions of non
              •   Withdrawn from tenders/acquisitions in              mature assets from Itinere Group
                  Russia and Mexico                               •   Withdrawn from tender in Poland



                            London Roadshow Presentation                    30-31 March 2009                              16
                                                                                                                                                                     Regulation




  Tariff Formula                                                                                                                                                     Operations

                                                                                                                                                                     Business
                                                                                                                                                                     Development




                         Annual change in tolls(1) = 70% * CPI + X + K

      Inflation(1)                        •   70% of actual rate of inflation for previous 12 month period (1 July – 30 June)


      X factor
                                          •   Compensation of the 2002 investment plan based on an IRR equal to 7.2% real
                                              post tax

                                          •   Compensation of the new investments based on a RAB system with a return on
      K factor                                investment equal to WACC pre-tax before additional leverage (CIPE Directive
                                              no.39/2007)

  •     For the purpose of calculating the X factor and the K factor construction risk is passed to the
        concessionaire after the completion of the authorization process and the approval of the definitive
        project by ANAS (apart from a force majeure event or third party reason)
(1) Tariff formula introduced with the new Single Concession Agreement for Autostrade per l’Italia. Law Decree no. 185/2008 (so called “Stimulus Law”) now allows also for all
    the other Italian concessionaires to agree with ANAS a formula based on a fix percentage of CPI for the entire duration of the concession


                                              London Roadshow Presentation                                        30-31 March 2009                                            17
                                                                                                                                                                        Regulation




        Capex Commitment and Remuneration                                                                                                                               Operations

                                                                                                                                                                        Business
                                                                                                                                                                        Development


  Autostrade per l’Italia               Residual capex(1)
 Investment Programmes                and completion date                            Status as at 31 December 2008(2)                                   Tariff compensation

  Major works
                                          € 3.5-3.9 bn                           48%                  33%         19%                               •     70%*CPI
  1997 Concession
  Agreement                                   2018                             Executed             In progress   To be authorized




  Major works
                                          € 5.5-6.9 bn                     14%         42%                   44%                                    •     X Factor
  2002 Supplementary
  Agreement                                   2021                        Executed    In progress        To be authorized




                                            ~ € 5.0 bn                •   Commitment to implement the preliminary plan to
  New Investments                              2021                       upgrade over 300 Km of network with additional                            •      K Factor (RAB based)
                                                                          new lanes, beginning of the work in 2012
  Total                                € 14.0 - 15.8 bn

  Other Investments of
                                             € 2.0 bn                                                                                               •
  the 1997 Concession
                                              2020
                                                                      •   Ongoing capex reallocated to new investments                                    70%*CPI
  Agreement

  Completion of noise                        € 0.7 bn
  reduction plan
                                                                      •   Included in the new contract                                              •     K Factor (RAB based)
                                               2021

(1)   Estimated gross capex from 2009 to the completion of the plan. It excludes government grants, capitalized costs, ongoing capex, non motorway investments
(2)   Excludes overruns provisions


                                                   London Roadshow Presentation                                                      30-31 March 2009                            18
                                                                                                                           Regulation




Capex Plan: 1997 Concession Agreement                                                                                      Operations

                                                                                                                           Business
                                                                                                                           Development




•                    1997 Concession Agreement major works may incur in some additional extra-costs with some
                     postponement due to the lengthy authorization process


                                                                             (€ bn)                  Total      Residual
                              800                                                                    Cost       Capex(1)

                              700                                                Base Plan            5.9         3.5
    Gross Capex (€ million)




                              600                                                Sensitivity Case     6.4         3.9

                              500

                              400

                              300

                              200

                              100

                               0
                                2009   2010   2011         2012    2013        2014           2015      2016        2017      2018

    (1) Gross capex from 2009 to the completion of works


                                              London Roadshow Presentation                   30-31 March 2009                       19
                                                                                                                                                     Regulation




    Capex Plan: 2002 Addendum                                                                                                                        Operations

                                                                                                                                                     Business
                                                                                                                                                     Development




•                             The lengthy authorization process for the Genoa by-pass is significantly impacting timing and cost
•                             Recourse to Pavimental, the in house construction company, may anticipate the start up of some works
                                                                                                                                Total     Residual
                                                                                         (€ bn)                                           Capex(1)
                                                                                                                                Cost
                              1.200                                                               Base Plan                      6.3        5.5
                                                                                                  Sensitivity Case               7.7        6.9
                              1.000
                                                                                                  Enhanced Sensitivy Case (2)    7.7        6.9
    Gross Capex (€ million)




                               800


                               600


                               400


                               200


                                 0
                                  2009   2010    2011      2012    2013    2014        2015         2016         2017    2018      2019     2020        2021

    (1) Gross capex from 2009 to the completion of works (2) Assumes recourse to Pavimental for about €1.4bn of works


                                                        London Roadshow Presentation                           30-31 March 2009                              20
                                                                                                                                                                           Regulation




     Concession Investment Profile                                                                                              (1)                                        Operations

                                                                                                                                                                           Business
                                                                                                                                                                           Development


                                                                                                                                             1997 Investment plan
    (€ m)
                                                                                                                                            2002 Investment plan
                                                                                                                                        Other Italian motorway subsidiaries
                                                                                                                                            Ongoing capex
                                                                                                                                        Noise reduction plan completion
                                                                                                                                            investment commitment
                                                                                                                                        New New investments
                                                                                                                                        Ongoing capex
      2.600
                                                                                                                                              4th reduction plan completion
                                                                                                                                        2002NoiseSupplementary agreement
      2.400                                                                                                                                  Investment Plan
                                                                                                                                        1997 Other Italian motorway subsidiaries

      2.200

      2.000

       1.800

       1.600

      1.400

       1.200

      1.000

        800

        600

        400

        200

            0
                 2009        2010         2011       2012        2013        2014        2015        2016        2017        2018        2019        2020           2021


(1) It excludes government grants, capitalised costs, motorway investments not included in present concession agreements, non motorway investments, overseas investments



                                                 London Roadshow Presentation                                      30-31 March 2009                                                 21
                                                                                                                            Regulation




        Key Regulatory Protections                                                                                          Operations

                                                                                                                            Business
                                                                                                                            Development




                                      •     In the event of tax or legislative changes with specific impact on the industry, by means
 Pass-through                               of a pass-through mechanism, tariffs are adjusted upwards to fully indemnify the
                                            concession holder

                                      •     The types of contractual failures that can lead to revocation, withdrawal or termination
 Early termination                          of the concession (even by the concessionaire in the case of unilateral changes in the
                                            regulation) are expressly regulated

                                      •     In case of early termination of the concession, an indemnity is always explicitly
 Indemnity
                                            provided for, which is equal to the net present value of expected cash flows until the
                                            end of the concession as originally agreed in the concession contract (net of a penalty
                                            equal to 10% of the value applied only in the case of revocation due to Concessionaire’s
                                            fault)

                                       •      Introduction of a covenant (DSCR>1.2x)(1) that the Concessionaire must comply with
 Covenant &                                   at the end of every fiscal year
 Liquidity                             •      Commitment to have irrevocable financing available in an amount equal to the
                                              investment gap with respect to the concession agreement plan
(1) Debt Service Coverage Ratio = Operating Cash Flow before Interest/Debt Service


                                                  London Roadshow Presentation             30-31 March 2009                         22
                                                                                                                         Regulation




    Other Concessions                                                                                                    Operations

                                                                                                                         Business
                                                                                                                         Development




•     Negotiation of the single concession contract is ongoing for other Italian concessionaires in
      compliance with law no. 286/2006


    Autostrada
                              •     On 11 March 2009 signed the draft single concession agreement on the basis of the
    Tirrenica
                                    preliminary plan approved by the CIPE
                              •     €3.2bn investment to complete the construction of additional 205 Km
                              •     Construction period: 2012-2016
                              •     RAB based return on investments to be set out in the final plan based on latest estimated cost
                                    of completion and market cost of financing

    Autostrade Meridionali,
                              •     Will opt for a price-cap based on RAB (in compliance with CIPE Directive no. 39/2008)
    RAV, Strada dei Parchi,
                              •     Current RAB value approximately equal to €1.8bn (with respect to € 1.0bn net debt)
    Tangenziale di Napoli     •     New investments subject to remuneration of about €800m
                              •     Ongoing negotiation on investment returns

    Autostrada                •     Will maintain the previous price-cap formula
    Torino-Savona             •     Ongoing negotiation


    Mont Blanc Tunnel         •     Not subject to law no. 286/2006
                              •     Concession contract regulated by Italy-France bilateral agreement


                                  London Roadshow Presentation                     30-31 March 2009                              23
                                                                                                                                                         Regulation




          2008 Traffic by Quarter                                                                                                                        Operations

                                                                                                                                                         Business
                                                                                                                                                         Development




      •      2008 traffic growth has proven relative resilience…
            1Q 08                      2Q 08                     3Q 08                      4Q 08                                      FY 08


             +3.4%

                            Leap year
                              effect
                             +1.3%
                                                                                                                         Underlying growth              -1.3%
                              Easter
                              break                                                                                      Leap year effect               +0.3%
                              +1.8%
             +0.3%                                                                                                       Other(1)                       +0.2%
                                       -0.1%
                                                                                                                         Y-o-Y Traffic                  -0.8%
                           Easter                                 -1.5%                              -2.0%
                           break                                                           -2.6%
                           -2.3%
                                                                 -1.5%
                                                                                                       +0.6%                   Underlying Y-o-Y traffic growth
                                                                                                       Strike/
                                       -2.4%                                                         snowfalls(1)              Y-o-Y traffic growth
(1) Net effect of the truck driver strike in December 2007 and the more snow falls in 2008 vs 2007


                                                   London Roadshow Presentation                                     30-31 March 2009                             24
                                                                                                                           Regulation




       Current Traffic Trends                                                                                              Operations

                                                                                                                           Business
                                                                                                                           Development




   •      … with current traffic trends in line with the last months of 2008



                                                   Reported Adjust- Underlying                  Adjustments
                                                    traffic ments     traffic

                             Ligh vehicles             -1.3%    0.1%    -1.2%    •   Truck driver strike in December 2007 with
 Nov. and Dec.                                                                       an impact of -0.5% on light vehicles (LV)
                             Heavy vehicles            -6.1%    -3.4%   -9.5%
     2008                                                                            and -3.9% on heavy vehicles (HV)
                             Total                     -2.5%            -3.3%    •   More snowfall vs 2007 (+0.6% on LV and
                                                                                     +0.5 on HV)

                                                                                 •   Leap year effect (+1.5%)
                             Ligh vehicles             -3.2%    2.2%    -1.0%    •   2 working days less in January 2009 vs January
        2009                 Heavy vehicles            -15.7%   5.4%    -10.3%       2008 (+2.4% impact on HV)
 (up to March 15)
                             Total                     -6.5%            -3.5%    •   More snowfall vs 2008 (+0.7% on LV +1.5%
                                                                                     on HV)


Note: Data refers to Autostrade per l’Italia network


                                              London Roadshow Presentation             30-31 March 2009                             25
                                                                                                                                                               Regulation




      2008 EBITDA Growth                                                                                                                                       Operations

                                                                                                                                                               Business
                                                                                                                                                               Development




  •     Margins have remained stable also with negative traffic growth

(€ m)
                           62.3%                       Like-for-like                              62.1%                                                  EBITDA Margin

                                                                2.6%

                                                                    25                38                                                            44
                                                                                                                                        33                      2,115
                59                                   86                                                        28             5
  2,068                                                                                           2,061
                                       21
                           2,009




          • Curtailment               • 0.8%      • +3.61%       • Ordinary        • Winter                 • Completion                       • Renewal of
          • Mont Blanc                 traffic     tariff         service areas     operations               of accelerated                     service area
           refund                      decrease    increase       royalties        • Non                     maintenance                        contracts
                                                   for the       • Telepass         recurring                programmes
          • Contribution                           main
           since July 07                                          development       maintenance
                                                   concession
           of Stalexport                                         • Tower           • Incentive
                                                                  management        plan
                                                                                   • Concession
                                                                                    fee

  2007       2007           2007       Traffic      Tariff       Other            Operating        2008        Lower      Pavimental Contribution Extraordinary  2008
 EBITDA   Adjustments      Adjusted                             revenues            costs         Adjusted capitalisations contract of Stalexport royalties     EBITDA
                           EBITDA                                                                 EBITDA                    works     and ETC



                                         London Roadshow Presentation                                           30-31 March 2009                                       26
                                                                                                                                                                      Regulation




       Main EBITDA Growth Drivers                                                                                                                                     Operations

                                                                                                                                                                      Business
                                                                                                                                                                      Development




(€ m)                                                               Assuming 0% traffic growth (+1% traffic CAGR = +€80m toll income)

                                                        Net Debt/                                                                                                Net Debt/
                                                                                                                 +4%
                                                        EBITDA                                                                                                   EBITDA
                                                          5.0x
                                                                                                                CAGR                                               4.8x


                                                                                                                                      2,400                        2,320
                                                         2,080
      2,071                                              2,050
                  • -3% traffic assumption                                           • Service areas                  • Personnel                • Capitalised
                  • +2.4% tariff increase for the                                     royalties                       • Maintenance               toll income
                   main concession as of 1 May                                       • Telepass                                                   related to
                                                                                                                      • Intra-group               works in
                  • Uplift in royalties after recent                                 • ETC                             Pavimental                 progress
                   renewals                                                                                            margin                     remunerated
                  • Favorable paving cycle                                                                            • Other costs               by the X
                  • Efficiency measures                                                                                                           factor
                                                                                                                                                 • Decrease in
                                                                                                                                                  capitalized
                                                                                                                                                  maintenance




  2008                                                   2009E           Tariff         Non            Contribution    Operating       2012E     Capitalized       2012E
 Adjusted                                               EBITDA                           Toll           Los Lagos       Costs         Adjusted     Items          EBITDA
EBITDA(1)                                                                              Income                                         EBITDA
(1)   Excludes extraordinary royalties for €44m related to renewal of service area contracts


                                                       London Roadshow Presentation                                      30-31 March 2009                                      27
                                                                                                        Regulation




Business Development                                                                                    Operations

                                                                                                        Business
                                                                                                        Development




                                  Strategy                                     Recent Actions

Italian         •   Strict focus on efficient use of capital    •    Sale of minority interest in Autovie Venete
Concession      •   Concentration on concessionaires with            and Autobrennero (€80m)
                    attractive risk/reward profile
Business        •   Disposal of minority interests in Italian
                    assets unable to comply with the Group’s
                    investment criteria

                •   International growth based on strict        •    Acquisition of interests in selected assets
International       investment criteria designed to minimize         from Itinere Group (initial consideration
Development         business risk and to exploit:                    of €420m)
                      • Core competences                        •    Withdrawal from largest international
                      • Business consolidation opportunities         projects (Russia, Mexico, Poland and
                      • Financial distress of forced sellers         Turkey)
                      • Limited or nil competition
                •   Co-investment with other partners in        •    Contribution of Santiago assets in Chile in
Partnership         non-mature assets/projects with more             a new vehicle equally controlled with SIAS
                    demanding transaction/debt multiples        •    Investment in Itinere assets to be reduced
                                                                     from €420m to €190m after the disposal
                                                                     of other minor assets included in the
                                                                     original deal

                    London Roadshow Presentation                    30-31 March 2009                            28
                                                                                                        Regulation




    International Growth Drivers                                                                        Operations

                                                                                                        Business
                                                                                                        Development




•   New opportunities to be evaluated on a strict business risk/reward model consistent with the
    targeted returns of the core business



           Macroeconomics                     Asset Profile                  Financing


     •   Fast growing demography      •   Low capex requirements    •   Non dilutive leverage
     •   Increasing car penetration       (brownfield)              •   Equity IRR>12-14% real
     •   Concentration of natural     •   Low-medium concession     •   Risk sharing with local
         resources/raw materials          duration                      partners
     •   Stable regulatory            •   Minimization of traffic   •   Opportunistic approach
         framework                        risk (brownfield/urban        (Itinere, India, …)
                                          toll roads)               •   Clear exit strategy (IPO, tag
                                      •   Potential for market          along …)
                                          consolidation



                           London Roadshow Presentation                 30-31 March 2009                        29
                                                                                                                                                 Regulation




       Current Scenario                                                                                                                          Operations

                                                                                                                                                 Business
                                                                                                                                                 Development




US:                                                     Poland: BOT Strykov-                       Russia: Urban toll road
Electronic tolling/Congestion pricing                   Konotopa (Warsaw)                             - Wait and see -
Privatization with limited equity                           - Withdrawn -
investment commitment and O&M role
            - Wait and see -
                                                                                    Stalexport
                                                                                    (Poland)
                                Dulles Greenway
                                                                                                                                              China
                                (Virginia)
                  ETC                                                   Turkey: Privatization of                                              - Wait -
                  (Texas)                                               motorway network
                                                                              - Frozen -
                                                                                                                                 India: National Highway
                                                                                                                                 Development Program
Mexico: Privatization                                                                                                            Consortium with Tata
of FARAC 1 & 2                                                                                                                   awarded with the Pune –
    - Withdrawn -                                                                                                                Solapur concession
                                                                                                                                        - Market test -
                                                   Brazil: Leverage on
                                                   Impregilo’s market presence
                                                          Acquistion of
Chile: Achieve critical mass                             Itinere’s assets
        Acquistion of
       Itinere’s assets                                                                                        Market Presence
                                                                                                                  Atlantia
               Costanera Norte            Argentina: Leverage on                                                  Impregilo
               (Santiago,Chile)           Impregilo’s market presence



                                         London Roadshow Presentation                                 30-31 March 2009                                   30
                                                                                                                                                              Regulation




       Update on Itinere Assets                                                                                                                               Operations

                                                                                                                                                              Business
                                                                                                                                                              Development




                                                                      EBITDA Net debt Net debt/              Equity value
                          Asset                                 Stake  2008   2008 EBITDA                    pre-leverage             Remarks


                       Vespucio Sur                            50%          25         201      8.0x                   •    Assets in Santiago to be contributed in a
Joint vehicle                                                                                                               new vehicle equally controlled with SIAS
                       Red Vial Litoral Central                50%           4          62      15.5x            254            •Combined Net debt/EBITDA 15.2x
SIAS /Atlantia                                                                                                                  •Implied EV/EBITDA 22.0x
                       Nororiente                              100%       n.a.(1)      125     n.m.(1)                 •    New vehicle to merge with Costanera(2)


Remaining              Los Lagos                               100%         18         133      7.4x
                                                                                                                 108   •    Combined Net debt/EBITDA 2.6x
assets                                                                                                                 •    Implied EV/EBITDA 4.8x
                       Triangulo do Sol                        50%          53         54       1.0x


                       Lusoponte                               17.2%
Disposal of            Autoestrada do Atlantico                12.5%                                              48   •    Assets to be disposed
minor assets           Via Litoral                             12.0%

                       Other Portuguese assets                                                                    10   •    Assets to be sold back to Sacyr

                                                                                                     Total       420
(1)   Opened to traffic beginning of March 2009
(2)   8.2x Net debt/EBITDA and 24.2x EV/EBITDA for Costanera Norte (EV/EBITDA multiple implied in the acquisition of the call option held by Impregilo Group on 10% of
      the share capital of Costanera Norte’s parent company, Autopista do Pacifico)


                                              London Roadshow Presentation                                      30-31 March 2009                                       31
                                                                                                                                                                              Regulation




       Key Features of the Itinere Assets                                                                                                                                     Operations

                                                                                                                                                                              Business
                                                                                                                                                                              Development




                                      Country             Km         Concession          Tariff formula                                 Remarks
                                                                      start-end
                                                                                                                        •   Minimum guaranteed income
 Los Lagos                                                135          ’98-'23            100% CPI                      •   Committed Government subsidies
                                                                                                                        •   Possible 10 year concession extension(1)
                                                                                                                        •   Committed Government subsidies
 Vespucio Sur                                             24           ’02-’32            100% CPI +3.5%                •   Possible 8 year concession extension(1)
                                                                                                                        •   Congestion pricing (2)

 Red Vial Litoral Central                                 80           ’01-’31            100% CPI                      •   Minimum guaranteed income
                                                                                                                        •   Committed Government subsidies

 Nororiente                                                21         ’09-’44             100% CPI +3.5%                •   Minimum guaranteed income
                                                                                                                        •   Committed Government subsidies


 Triangulo do Sol                                        442           ’98-'21            100% CPI                      •   Triangulo do Sol is owned by Somague
                                                                                                                            Itinere together with minority interests
                                                                                                                            in 3 Portuguese concessions

(1)   Alternative to the reimbursement by the Ministry of Public Works at the end of the concession (with matured interests) of the extra cost incurred during construction
(2)   Tariffs may double when average speed is below 70 Km/hour and may triple when average speed is below 50 Km/hour


                                                  London Roadshow Presentation                                          30-31 March 2009                                              32
                                                                                        Regulation




The Joint Vehicle with SIAS in Santiago Area                                            Operations

                                                                                        Business
                                                                                        Development




                                                   Transaction Highlights

                                  •   Atlantia will contribute assets of Santiago area in a new
                                      vehicle equally controlled with SIAS indicatively
                                      financed with 50% equity / 50% debt
                                  •   Atlantia will provide approx. €24m in equity and
                                      SIAS approx. €82m (thus recognizing a share
                                      premium of approx. €58m)
                                  •   Atlantia and SIAS already hold (indirectly) a 45%
                                      interest each in Autostrade Sud America (ASA), which
                                      controls Costanera Norte, a 43 Km toll road in
                                      Santiago
                                  •   The new vehicle will merge with ASA
                                                          Rationale

                                  •   Potential synergies in the Santiago area leveraging on
                                      the existing operating platform
                                  •   Split matured assets from non mature assets


            London Roadshow Presentation              30-31 March 2009                           33
3. Financing Strategy




             London Roadshow Presentation   30-31 March 2009   34
    Premessa
    Solid and Stable Credit Quality
•   Long term availability of financing resources with no significant debt maturity before 2011
•   Diversified sources of funding
•   No major financial covenants on the debt

                                                                            Gross debt and available source of funding
     Average maturity                                                                    (€ m, figures as at 16.3.2009)
                        8 years
                                                                       Bonds
     Debt at fixed      97% of consolidated                       Bank loans
     rate/hedges        total debt
                                                                    EIB loan

                                                Cassa depositi e prestiti loan
     Average
                        5.2%
     cost of debt                                                 ANAS loan

                                                               Bank deposits                            Gross debt €10.3bn

     Credit Rating      Moody’s: A3                   Committed bank lines
                                                                                                        Available amounts € 3.1bn

                        S&P: A
                                                                                 0    1.000   2.000   3.000 4.000   5.000 6.000



                           London Roadshow Presentation                              30-31 March 2009                               35
 Available Sources of Funding
                                  Undrawn Amount(1)        Characteristics and average cost
                                                            Capex facility of €1bn with a 25 years maturity
EIB Loan                                € 500m
                                                            EIB Cost of funding +25bps

Cassa Depositi e                                            Capex facility of €500m with a 5+3 years maturity
                                        € 350m
Prestiti Loan                                               Euribor +150bps

                                                            Revolving credit line 100% undrawn for general
Committed bank                                              corporate purposes expiring on June 2012
                                       € 1,200m
credit line
                                                            Euribor +27bps

                                                            Escrowed amounts related to the government
Bank deposits                           € 618m              subsidies granted for the financing of the “Variante
                                                            di Valico”

Cash on hand                            € 397m              Cash balance

  Total                               € 3,065m
(1) Amounts as of 16 March 2009

                                   London Roadshow Presentation               30-31 March 2009                     36
    Financing Strategy & Action Plan
•     Secure funding in advance for the capex program and for general corporate purposes
•     Exploit alternative sources of funding



    Bonds
                          •   Current MTN program enables Atlantia to issue non-convertible bonds in a
                              series of transactions, in various tranches and in a range of currencies



    Banks                 •   Negotiating extension of the maturity of the committed credit revolving
                              facility (now expiring in 2012)

    Private issues        •   Private issues offer the opportunity to take advantage of longer maturities,
                              if compared to market supply, and lower spreads

    Alternative sources   •   Open talks with EIB and Cassa Depositi e Prestiti for new capex facilities




                          London Roadshow Presentation                 30-31 March 2009                      37
   Premessa
   Gross Debt Maturity Schedule
                                            Medium/long term debt maturity(1)

                 3.500                     €2,750m 5% due
                                               Jun-14

                 3.000


                         €2,000m FRN
                 2.500     due Jun-11


                 2.000
     € million




                                                                                           €1,000m 5.875%
                                                                                              due Jun-24
                 1.500

                                                                                 £500m 6.25%
                                                                                  due Jun-22
                 1.000


                  500



                    0
                    2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026-
                                                                                                         2040
(1) Based on the debt as at 31.12.2008



                                        London Roadshow Presentation              30-31 March 2009               38
4. Closing Remarks




          London Roadshow Presentation   30-31 March 2009   39
  Managing Through Uncertainty

                           Pre-Crisis                                Post-Crisis

               •   Low cost of capital                •   High cost of capital
Market trend   •   Large acquisitions                 •   Refinancing risk
               •   Aggressive financial buyers
               •   High leverage
                                                      •   Low leverage acceptable
               •   Continuous refinancing             •   Limited competition
               •   Low perceived refinancing risk     •   Financial distress of some players

               •   Focus on core business             •   Exploit core competences
Atlantia       •   Development of core competencies   •   Large safety margin and availability of
               •   Continuous investment in               funds
                   debottlenecking producing a        •   Access to alternative sources of
                   guaranteed return                      funding
               •   Long dated debt maturities         •   Opportunistic approach in acquiring
               •   Secured committed credit lines         asset from distressed sellers
               •   Relatively low leverage            •   Flexibility for further cost of capital
                                                          optimisation
                    London Roadshow Presentation          30-31 March 2009                     40
 Final Considerations
                  •   Traffic relatively resilient to economic slowdown
Operations        •   Positive contribution from correlated business
                  •   Ongoing efficiency measures

                  •   “Stimulus Law” started to simplify the approval process for new works (Art. 20 of
Regulation            Law Decree no. 185/2008
                  •   No longer compulsory to tender out works up to 60% of total value (Art. 29 of Law
                      Decree no. 207/2008)

International     •   Focus on few selected opportunities with limited equity commitment
Development       •   Involvement of other partners in acquisitions of non mature or highly levered
                      assets

                  •   More conservative dividend policy in the current scenario
Dividend Policy   •   Dividend growth from 10% to 5% year-on-year pending negative traffic growth


Financial
                  •   Large safety margin and availability of funds
Strategy
                  •   Ready to catch opportunity to pre-fund earliest maturities
                  •   Access to alternative sources of funding

                      London Roadshow Presentation               30-31 March 2009                     41
5. Appendix




              London Roadshow Presentation   30-31 March 2009   42
    Traffic Growth
•                      Demonstrable long and stable track record of tolled traffic
•                      Very rare declines in severe economic circumstances

                                          1973                     1974-1979
                                    Opening of 270km            Opening of 317km




                       10%
                        8%
    Y-o-Y Growth (%)




                        6%
                        4%
                        2%
                        0%
                       -2%
                       -4%
                       -6%
                                                         1975




                                                                                                                               1985




                                                                                                                                                                                                      1995




                                                                                                                                                                                                                                                                            2005
                                                                       1977




                                                                                                                                             1987




                                                                                                                                                                                                                    1997




                                                                                                                                                                                                                                                                                          2007
                                                  1974




                                                                                                                        1984




                                                                                                                                                                                               1994




                                                                                                                                                                                                                                                                     2004
                                                                              1978




                                                                                                                                                    1988




                                                                                                                                                                                                                           1998




                                                                                                                                                                                                                                                                                                 2008
                                                                1976




                                                                                     1979




                                                                                                                                      1986




                                                                                                                                                           1989




                                                                                                                                                                                                             1996




                                                                                                                                                                                                                                  1999




                                                                                                                                                                                                                                                                                   2006
                                    1972




                                                                                                          1982




                                                                                                                                                                                 1992




                                                                                                                                                                                                                                                       2002
                             1971




                                                                                                   1981




                                                                                                                                                                          1991




                                                                                                                                                                                                                                                2001
                                                                                            1980




                                                                                                                                                                   1990




                                                                                                                                                                                                                                         2000
                                           1973




                                                                                                                 1983




                                                                                                                                                                                        1993




                                                                                                                                                                                                                                                              2003
                                         1st Oil crisis                                            2nd Oil crisis
                                      Traffic affected by
                                     restrictions imposed
                                      by the Government
                                                                                                             Italian GDP                                          Average Daily Traffic Growth

                                                                                     London Roadshow Presentation                                                                                             30-31 March 2009                                                                          43
     User Profile
 •      The Group’s network is an essential transport link for both commuter and freight traffic

                                                              Traffic breakdown by distance travelled (1)



                        34%                                                                                                Light vehicles

                                                                                                                           Heavy vehicles
                                               27%
                              25%                                                              24%
                                                     23%
                                                                            21%
        % of transits




                                                                      18%                17%




                                                                                                            3% 4%                  3%
                                                                                                                             1%

                         0-25                   25-50                50-100              100-300            300-500           > 500
                                                                        Km travelled

(1) Data refers to Autostrade per l’Italia network, 2008 figures


                                               London Roadshow Presentation                             30-31 March 2009                    44
European Country Comparison


               Urban population (%)                                        Density (Population/Sqkm)



                                              90%                                                236     252
              75%          77%       77%                                              198
  68%



                                                                    90      96




  Italy     Germany        France    Spain    U.K.                 Spain   France     Italy    Germany   U.K.



Source: EIU-Worldbank-UN




                                    London Roadshow Presentation           30-31 March 2009                     45
    2008 Traffic by Categories
•     Daily commuters’ traffic is relatively resilient
•     Heavy vehicle traffic is particularly impacted by destocking

                            Light vehicles (1)                                          Heavy vehicles (1)


      42%                 11%                13%               66%        9%       2%           2%             21%            34%


     -0.1%
                                                               -0.6%                                          -0.7%
                         -1.5%              -1.3%
                                                                                               -2.4%                          -2.6%

                                                                          -4.2%   -3.9%

    Working        Saturdays and        Sundays and            Total      Vans     3 axle        4 axle      5 or more         Total
     days           days before            public                                                               axle
                   public holidays        holidays


(1) Average daily traffic growth (excludes leap year effect)                                                    % of total toll revenues
    Data refers to Autostrade per l’Italia network.


                                           London Roadshow Presentation           30-31 March 2009                                         46

								
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