Atlas Arteria · ASX:ALX

Atlas Arteria — Macquarie Atlas Roads — Shareholder Meeting (April 2013)

40 slides from Atlas Arteria's shareholder meeting presentation, Apr 4, 2013

  1. Slide 1: Macquarie Atlas Roads Annual General Meeting Results (ASX Release)

    Macquarie Atlas Roads Limited Macquarie Atlas Roads International Limited ACN 141 075 201 EC43828 No. 1 Martin Place Telephone 612 8232 3333 26 Burnaby Street SYDNEY NSW 2000 Facsimile 612 8232 4713 Hamilton HM 11 GPO Box 4294 Internet: www.macquarie.com/mqa BERMUDA SYDNEY NSW 1164 DX 10287 SSE AUST

  2. Slide 2: Annual General Meeting

    MACQUARIE ATLAS ROADS LIMITED MACQUARIE ATLAS ROADS INTERNATIONAL LIMITED ANNUAL GENERAL MEETING 4 APRIL 2013

  3. Slide 3: Disclaimer

    Disclaimer Disclaimer Macquarie Atlas Roads (MQA) comprises Macquarie Atlas Roads Limited (ACN 141 075 201) (MARL) and Macquarie Atlas Roads International Limited (Registration No. 43828) (MARIL). Macquarie Fund Advisers Pty Limited (ACN 127 735 960) (AFSL 318 123) (MFA) is the manager/adviser of MA

  4. Slide 4: Disclaimer

    Disclaimer Hong Kong This document has been prepared and intended to be disposed solely to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong for the purpose of providing preliminary information and does not constitute any offer to the public

  5. Slide 5: MQA structure

    MQA structure Macquarie Atlas Roads (MQA) MARL stapled MARIL Manager: MFA Adviser: MFA UK, European and North American North American toll road investments toll road investments  MARL – Macquarie Atlas Roads Limited (Australian public company)  MARIL – Macquarie Atlas Roads International Limited (

  6. Slide 6: Boards of directors

    Boards of directors Macquarie Atlas Roads International Limited  Jeffrey Conyers (Chairman) Independent Director  James Keyes Independent Director  Derek Stapley Independent Director  David Walsh Independent Director Macquarie Atlas Roads Limited  David Walsh (Chairman) Independent Director  M

  7. Slide 7: Management, Registry, Scrutineer and Legal Counsel

    Management, Registry, Scrutineer and Legal Counsel Macquarie Atlas Roads Management  Peter Trent Chief Executive Officer  Mary Nicholson Chief Financial Officer Registry  David Dickson Computershare Auditor (and scrutineer for voting)  Wayne Andrews PricewaterhouseCoopers External Legal Counsel

  8. Slide 8: Meeting structure

    Meeting structure 1. Introduction and Address by Chairmen – David Walsh, Jeffrey Conyers 2. Address by CEO – Peter Trent 3. MARL 2013 AGM Resolutions and Polls 4. MARIL 2013 AGM Resolutions and Polls 5. Closure of meeting 6. Refreshments 7. Voting results announced to ASX 7

  9. Slide 9: Chairmen's Address

    Chairmen’s Address David Walsh MARL Chairman Jeffrey Conyers MARIL Chairman

  10. Slide 10: Chief Executive Officer's Address

    Chief Executive Officer’s Address Peter Trent

  11. Slide 11: MQA Overview

    MQA Overview Macquarie Atlas Roads (MQA) is a global toll road operator and developer  Market capitalisation has grown substantially since listing to A$734m currently1 — Outperformed the S&P/ASX 300 Industrials Accumulation Index by 124 percentage points Today (3 Apr 2013) MQA  Market Cap: A$734m1

  12. Slide 12: Strategy & objectives

    MQA Strategy & objectives MQA to deliver and grow dividends Manage debt maturities over time De-risk assets Pursue value growth through steps towards securing dividends or sale Deliver growth in the existing portfolio Holding Structure Individual asset risk quarantined from remaining portfolio and M

  13. Slide 13: Strategy & objectives (continued)

    MQA Strategy & objectives (continued) June 2010  Eiffarie acquired additional 13.7% interest in APRR bringing Eiffarie ownership to over 95.2%  Represented effective additional consortium investment of €1.15bn (MQA share: €155.0m)  Achieved tax group and improved group financial efficiency Minori

  14. Slide 14: Strategy & objectives (continued)

    MQA Strategy & objectives (continued) January 2011 – January 2012  APRR build up of liquidity, debt issuance of €2.55bn  Progressive reduction in consolidated net debt through retained cash flows  APRR dividend of €1.0bn in January 2012 from accumulated retained earnings – applied to reduce Eiffa

  15. Slide 15: Strategy & objectives (continued)

    MQA Strategy & objectives (continued) February 2012  €3.5bn bank facilities secured to replace debt at Eiffarie and revolving credit facility at APRR — €2.765bn Eiffarie — €0.720bn APRR Eiffarie refinancing  Achieved in turbulent market conditions  Enabled commencement of Eiffarie distributions B

  16. Slide 16: Completion of compulsory acquisition

    MQA Strategy & objectives (continued) December 2012  Compulsory acquisition of remaining APRR shares completed Completion of — Eiffarie now owns 100% of the issued compulsory acquisition capital of APRR  APRR delisted from Euronext Paris Eiffarie refinancing Build up of liquidity Minorities acquis

  17. Slide 17: Commencement of MQA dividends

    MQA Strategy & objectives (continued) Commencement of March 2013 MQA dividends  MQA’s first dividend of A$0.024 declared in March, to be paid in April Completion of  Working capital of ~A$20m to be compulsory acquisition retained post payment of dividend  Eiffarie distributions, and therefore MQA

  18. Slide 18: APRR/Eiffarie 2012 results

    APRR/Eiffarie APRR 2012 results Traffic -1.7%  Impacted by challenging economic 21.1bn VKT environment Revenue +0.8%  Supported by increases in tolls and other €2,038.6m income EBITDA1  Benefited from opex savings +2.1%  EBITDA margin increased to 70.0% (vs €1,427.5m 69.2% in pcp) 1. Represents

  19. Slide 19: APRR/Eiffarie

    APRR/Eiffarie Europe’s fourth largest motorway network APRR’s network covers major trade and tourism routes through Western Europe and links Paris and Lyon, France’s two largest cities  MQA ownership: — 19.44%  Network length: — 2,264km  Concession remaining: — 20 years  Toll increases: — CPI li

  20. Slide 20: French economic indicators

    APRR/Eiffarie French economic indicators1,2 Weaker economic environment affects travel demand 125.0 Manufacturing Production Road Vehicle Fuel Deliveries New Car Sales 112.5 100.0 87.5 75.0 Dec 07 Dec 08 Dec 09 Dec 10 Dec 11 Dec 12 1. Sources: INSEE (National Institute of Statistics and Economic stu

  21. Slide 21: APRR performance

    APRR/Eiffarie APRR performance Robust performance demonstrated through economic downturn and oil spikes APRR EBITDA1 (€m), average French diesel price and French GDP2 1,399 1,428 1.50 1,326 5.0% 1,244 1,265 1,208 1,068 974 2.5% diesel price (€/L) Average French 1.25 French GDP (%) 0.0% 1.00 -2.5% 0.

  22. Slide 22: Dulles Greenway 2012 results

    Dulles Greenway 2012 results Traffic -0.2%  Flat but for the effects of Hurricane Sandy 46,342 ADT  Benefited from a milder winter Revenue +8.1%  Supported by January 2012 increase in tolls US$72.4m EBITDA  Reflects higher tolls and increased cost +11.8% efficiencies US$58.2m  EBITDA margin inc

  23. Slide 23: Dulles Greenway Other developments

    Dulles Greenway Other developments  Toll increase of 3.02% approved by SCC on 22 January 2013 (Actual tolls rounded downwards to the nearest US$0.05)  New SCC hearings into Dulles Greenway tolls have been set during April-July 2013  Urban development in Loudoun county continuing – positive for lo

  24. Slide 24: 2012 Segmented results

    MQA 2012 Segmented results M6 Toll (UK) Traffic Revenue EBITDA -0.0% +3.8% +2.4% Chicago Skyway (USA) +0.4% +3.9% +5.2% Indiana Toll Road (USA) +1.2% +5.0% +5.0% Warnow Tunnel (Germany) -8.8% -4.0% -7.4% 23

  25. Slide 25: Outlook

    MQA Outlook  European traffic outlook expected to remain weak — Anticipated to gradually improve over 2013/14  Discussions ongoing regarding future APRR management contracts  Across the portfolio, management will continue to focus on initiatives to maximise revenue and improve operational efficie

  26. Slide 26: Questions

    _ Questions

  27. Slide 27: Formal Business of Meetings

    Formal Business of Meetings Macquarie Atlas Roads Limited 2013 AGM Macquarie Atlas Roads International Limited 2013 AGM

  28. Slide 28: Agenda items

    Agenda items MARL 2013 AGM — Item 1: Receipt of Financial Accounts and Reports — Resolution 1: Adoption of Remuneration Report — Resolution 2: Re-appointment of Director – David Walsh — Resolution 3: Amendment of MARL Constitution MARIL 2013 AGM — Item 1: Receipt of Audited Financial Statements — Re

  29. Slide 29: Voting cards

    Voting cards MACQUARIE Macquarie Atlas Roads Macquarie Atlas Roads MACQUARIE Macquarie Atlas Roads Limited (MARL) Macquarie Atlas Roads International 2013 Annual General Meeting Limited (MARIL) 2013 Annual General Meeting 4 April 2013 4 April 2013 SHAREHOLDER/PROXYHOLDER ADMISSION & VOTING CARD SHAR

  30. Slide 30: Notices of Meeting

    Notices of Meeting MARL 2012 AGM and MARIL 2012 AGM To be taken as read 29

  31. Slide 31: Item 1: MARL 2013 AGM, Item 1: MARIL 2013 AGM

    Item 1: MARL 2013 AGM Item 1: MARIL 2013 AGM MARL 2013 AGM Financial Accounts and Reports “To receive and consider the Financial Report of MARL and the Directors’ and Auditor’s Reports, for the year ended 31 December 2012.” MARIL 2013 AGM Audited Financial Statements “To note the laying of the 31 De

  32. Slide 32: Resolution 1: MARL 2013 AGM

    Resolution 1: MARL 2013 AGM MARL 2013 AGM Resolution 1 – Adoption of Remuneration Report “That MARL adopt the Remuneration Report included in the MQA 2012 Annual Report for the financial year ended 31 December 2012.” 31

  33. Slide 33: Resolution 1: MARIL 2013 AGM

    Resolution 1: MARIL 2013 AGM MARIL 2013 AGM Resolution 1 – Re-appointment of PricewaterhouseCoopers as Auditor “That PricewaterhouseCoopers be re-appointed as auditor of MARIL until the conclusion of the next annual general meeting and that the directors be authorised to determine their remuneration

  34. Slide 34: Resolution 2: MARL; Resolutions 2 and 3: MARIL

    Resolution 2: MARL 2013 AGM Resolutions 2 and 3: MARIL 2013 AGM MARL 2012 AGM Resolution 2 – Re-appointment of Director – David Walsh “That David Walsh be re-appointed as a director of MARL.” MARIL 2012 AGM Resolution 2 – Re-appointment of Director – James Keyes “That James Keyes be re-appointed as

  35. Slide 35: Resolution 3: MARL 2013 AGM

    Resolution 3: MARL 2013 AGM MARL 2013 AGM Resolution 3 – Amendment of MARL Constitution “That the MARL Constitution be modified by substituting for the number “4” in article 11.1 the number “3” so that the first sentence in article 11.1 of the MARL Constitution reads: Unless otherwise determined by

  36. Slide 36: Resolution 4: MARIL 2013 AGM

    Resolution 4: MARIL 2013 AGM MARIL 2013 AGM Resolution 4 – Amendment of MARIL Bye-Laws “That the MARIL Bye-Laws be modified by substituting for the word “four” and the number “4” in Bye-Law 56(a) the word “three” and the number “3”, respectively, so that Bye-Law 56(a) of the MARIL Bye-Laws reads: Un

  37. Slide 37: Proxy votes

    Proxy votes MARL 2013 AGM FOR OPEN AGAINST ABSTAIN Resolution 1 Resolution 2 Resolution 3 MARIL 2013 AGM FOR OPEN AGAINST ABSTAIN Resolution 1 Resolution 2 Resolution 3 Resolution 4 36

  38. Slide 38: Voting cards

    Voting cards MACQUARIE Macquarie Atlas Roads Macquarie Atlas Roads MACQUARIE Macquarie Atlas Roads Limited (MARL) Macquarie Atlas Roads International 2013 Annual General Meeting Limited (MARIL) 2013 Annual General Meeting 4 April 2013 4 April 2013 SHAREHOLDER/PROXYHOLDER ADMISSION & VOTING CARD SHAR

  39. Slide 39: Formal Business of Meetings

    Formal Business of Meetings Macquarie Atlas Roads Limited 2013 AGM Macquarie Atlas Roads International Limited 2013 AGM

  40. Slide 40: Annual General Meeting

    MACQUARIE ATLAS ROADS LIMITED MACQUARIE ATLAS ROADS INTERNATIONAL LIMITED ANNUAL GENERAL MEETING 4 APRIL 2013

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