Transurban Group Ltd. · ASX:TCL
Transurban — Merger or Acquisition (December 2006)
31 slides from Transurban's merger presentation, Dec 14, 2006
Slide 1: Merger of Transurban Group & Sydney Roads Group
Slide 2: Disclaimer — Transurban
Disclaimer — Transurban The Transurban Group is a triple stapled security listed on the Australian Stock Exchange comprising Transurban | Holdings Limited (ACN 098 143 429), Transurban Holdings Trust (ARSN 098 807 419) and Transurban Limited (ACN 4 098 143 410). The responsible entity of the Transur
Slide 3: Disclaimer — Sydney Roads Group
Disclaimer — Sydney Roads Group Sydney Roads Group is a double-stapled security listed on the Australian Stock Exchange comprising Sydney Roads 1} Limited (ACN 119 323 901) and Sydney Roads Trust (ARSN 119 766 540). The responsible entity of Sydney Roads 1 Trustis Sydney Roads Management Limited (AC
Slide 4: “Natural owner” of SRG assets
“Natural owner” of SRG assets Only Transurban can unlock the value of an integrated network through: * Full ETC fo deliver higher traffic * Improved customer service * Lower costs + Asset optimisation + Network enhancements 44 December 20068 transurban «4. Moma Lannea
Slide 5: The Offer
The Offer a * Merger to proceed via off market takeover * Two offer (“Offer”) alternatives - All Scrip Alternative valued at $1.35* equivalent per Sydney Roads Group (“SRG”) security - 1TCL security for every 5.7 SRG securities - Cash Pool Alternative valued at $1.32 per SRG security (funded by Inte
Slide 6: The Offer
The Offer Consideration — two alternatives ALL SCRIP z CASH POOL Lannea 44 December 2008 transurban -6- Moma
Slide 7: SRG comment
SRG comment = * Since its inception, SRG’s focus has been on creating value for SRG security holders ¢ The Offer from Transurban delivers that value to SRG security holders and is a good offer ¢ SRG directors recommend that SRG security holders accept the Offer in the absence of a superior proposal,
Slide 8: Agenda
Agenda . Why the merger makes sense . Why SRG security holders should accept the Offer . Why it’s a good deal for Transurban security holders . What the merged group would look like Proposed timetable . Summary 1 oT hd 14 December 2006 | | | o . ook transurbay,
Slide 9: Why the merger makes sense
Why the merger makes sense Merged group unlocks value in Sydney toll road assets * Value creating network solutions only a merged group can deliver * Traffic uplift from network high speed tolling implementation * Savings and synergies of at least $8 million a year * Lower cost of capital due to inc
Slide 10: Why SRG security holders should accept the Offer
Why SRG security holders should accept the Offer Key reasons to accept: « — Full offer with compelling upfront premium + — Immediate increase in distributions - sustainable and growing . Opportunity to share in the merger benefits and in Transurban’s future growt + — Immediate cost effective access
Slide 11: Offer represents full value
Offer represents full value Compelling upfront premium to historical SRG trading price j $1.40 . 0) A All Scrip Alternative |: $1.35 j ‘ $1.30 14.2% 9 17.3% 8 24.9% 16.3% . & $1.20 é Fy 3 © $1.10 iv ow $1.00 $0.90 - SRG VWAP SRG closing price on SRG IPO SRG average broker since quotation 12 December
Slide 12: Increased distributions
Increased distributions SRG security holder cash distribution uplift Distribution to SRG security holders (per security) 12.0 10.0c 8.0c 6.0 4.0c 2.0¢ 0.0c 2H FY07 Uplift: 22.6% ae SRG Merged Group Merged Group 14 December 2006 =12+ Lannea transurban, ion
Slide 13: Why it’s a good deal for Transurban security holders
Why it’s a good deal for Transurban security holders * Transaction is value accretive on a risk adjusted NPV basis * Higher operational cash-flow per security and improved ICRs * Share of merger benefits * Better portfolio balance with an enhanced mix of asset maturity and geographic spread ¢ Networ
Slide 14: Delivering additional value — the Transurban track record
Delivering additional value — the Transurban track record The past 12 months: CityLink “ Negotiated Westgate - CityLink - Monash upgrade project “ Tulla/ Calder interchange project partially opened (ahead of schedule} Delivered Rear Camera Project Delivered Time to Pay “Delivered taxi toll increase
Slide 15: Active management generates strong returns
Active management generates strong returns Transurban vs. S&P/ASX200 1,200 ‘ 4 uo] i 2 8 4,000 ae ransurban 3 hange: 852.7% 5 CAGR: 23.3% 3 800 o ° 8 —& 600 = 3 400 S&P / ASX 200 3 raat Change: 262.9% 2 wae CAGR: 13.3% 3 ra § 200 pare pemarennt pan prone” 3 pearteiigg eh < vou 1996 1998 2000 2002 20
Slide 16: Merged group profile — $8.2 billion combined market capitalisation
Merged group profile — $8.2* billion combined market capitalisation = : Asset** Concession Life** SS Se = = = Pocahontas Parkway 0-10 Years 40-20 Years 4% 19 ¥ % 6% Geography*™* Toll Escalation** North America 4% 44 December 2006 _ transurban 1 | ‘including CARS i | | “Based on valuation breakdown |
Slide 17: Proposed timetable
Proposed timetable Pre-Christmas Late January Late February 2006* 2007* 2007* *Dates to be confirmed | 14 December 2006 transurban | -17- Moma i ok —
Slide 18: Unlocking value
Unlocking value wnpooeenegeggesinersonnseeqonggerenpongeersoneeegooaenseonesoh — Proposed transaction is strategically and financially - compelling —— = * Full value with an upfront premium for SRG investors * Value accretive for Transurban investors * The Offer is recommended by the SRG Board in th
Slide 19: Transurban
Slide 20: Appendices
Appendices 1 oT iy 14 December 2006 transurban, i | -20- iva ee Job
Slide 21: Appendix — consideration under Cash Pool Alternative
Appendix — consideration under Cash Pool Alternative * The total amount of cash available for distribution under Cash Pool Alternative is $500 million * The relative mix of cash and securities under the Cash Pool Alternative would vary according fo the number of SRG security holders who elected to p
Slide 22: Appendix — transaction funding
Appendix — transaction funding =) Assuming 100% Acceptance of All Scrip Alternative * Cash Pool Alternative is capped at $500 million and initially funded through bridge facility * Hybrid issue post acquisition to take out bridge facility 44 December 2008 transurban +22- MEG mest Lannea
Slide 23: Appendix — financial strength
Appendix — financial strength == + The merged group will have a combined market capitalisation (including CARS) of up to $8.2 billion, and be ranked in the top 35 ASX listed companies ge Market Capitalisation (incl CARS) ($m) 1,260 6,912 | 8,172 7,645 Net Debt ($m) 878) = 3,728 © 4,606 5,106 Enterpr
Slide 24: Appendix — toll road profiles
Appendix — toll road profiles 100% owned 22 km motorway Concession until 2034 Toll increases greater of 4.5% or CPI until 2015, then escalated at CPI afterwards 100% electronically tolled CityLink (Melbourne) Pia wine: Phaawaane Rew pilin YE eh eS ong RoR i i - at acacia Te a “neater bn 1 anaant Son
Slide 25: Appendix — toll road profiles
Appendix — toll road profiles M2 (Sydney) ff RE % "hy os 100% owned | Opened in May 1997 21 km toll road that extends from Sydney's western and north western suburbs Agreement to operate the road for a maximum period of 45 years i Toll increases at greater of 1.0% or CPI per quarter, M2 linked to WM
Slide 26: Appendix — toll road profiles
Appendix — toll road profiles Westlink M7 (Sydney) ie tt ], ee capi te fA sector 47.5% owned _ : % 40 km motorway Concession until 2037 Toll increases at CPI 100% electronically tolled Construction completed 8! y “a AN ah months ahead of = ’ schedule. Operational in December 2005 Tolling operations
Slide 27: Appendix — toll road profiles
Appendix — toll road profiles Pocahontas Parkway (Virginia, US) 100% owned oe SS Fully opened to traffic in September 2002. Acquired by Transurban in June 2006 14-kilometre/9-mile toll road in Richmond, Virginia, US Links Interstates 95 and 295 to create a southern bypass of Richmond 99-year concess
Slide 28: Appendix — toll road profiles
Opened in December 1999 6km road linking Sydney's CBD, Sydney Harbour Tunnel and Sydney Harbour Bridge with the city’s southern suburbs and Sydney Airport Concession expires in July 2048 Quarterly increase of tolls at the greater of 37.5% of CPI and 62.5% of Average Weekly Eamings or 1.0% _ Eastern
Slide 29: Appendix — toll road profiles
Appendix — toll road profiles M4 (Sydney) 50.61% interest 7 ee Sate Opened in May 1992 ——— ao a ~ 40km road, with concession for 12km of the road, that links Sydney's western suburbs with the city’s inner west Concession expires in February 2010 Toll escalation at Sydney | CPI 14 December 2006 =29-
Slide 30: Appendix — toll road profiles
Appendix — toll road profiles M5 (Sydney) 50.0% interest i Opened in August 1992 22km road that connects Sydney's CBD (via the ED, the untolled M5 East | “i, and Southern Cross Drive) with Sydney's rapidly growing south- western suburbs ' . “hy BACIRG! wp HB! : hii wt ve; Spbey b. oo 7 CE "igi, "asi
Slide 31: Notes to the presentation
Notes to the presentation Slide 11 - Offer represents full value (1) Subject to maximum aggregate cash paid out under the Cash Pool Alternative of $500m. To the extent the maximum cash limit is reached under the Cash Pool Alternative, Transurban is offering Transurban securities for the remainder of
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