PRESENTATION TO THE MARKET Partnership between CR Almeida and Gavio Group December 18, 2015
Overview of the transaction Gavio Group will be a co-controlling shareholder of Ecorodovias and VEM ABC through a capital injection of R$~2.2 billion CR Almeida Group and ASTM/SIAS (Gruppo Gavio) announced a capital injection at a vehicle to be newly incorporated (NewCO) ASTM/SIAS (Gruppo Gavio) will invest the amount of R$2,224,000,000.00 NewCo will detain the following participations: 64% controlling stake in Ecorodovias Infraestrutura e Logística 55% controlling stake in Concessionária Monotrilho Linha 18 (VEM ABC) NewCo will be jointly controlled with the following ownership structure: CR Almeida Group: 50% of the voting capital ASTM/SIAS (Gruppo Gavio) : 50% of the voting capital / of the preferred capital Completion of the transaction is subject to applicable waivers and consents to be obtained by Primav/NewCo and its subsidiaries The transaction is not subject to Brazilian anti-trust authorities approval 2
Overview of the partnership perimeter NewCo will be the controlling shareholder of Ecorodovias and VEM ABC CR Almeida Group Free Float 36% 64% 55% Assets included in the perimeter Construction Business Ecorodovias Concessões (1) & Serviços S.A. 90% 58% 20% Belo Horizonte Beltway 3
Shareholding structure post-deal NewCo will be the exclusive infrastructure platform of both CR Almeida Group and Gavio Group in South America CR Almeida Group ON: 50.0% PN: 0.0% Total: 35.9% ON: 50.0% PN: Total: 64.1% Free Float NewCo 36% 64% 55% Ecorodovias Concessões & Serviços S.A. 90% 58% 20% Belo Horizonte Beltway 4
Gavio Group Overview Gavio Group is a leading European infrastructure operator with many years of partnership with CR Almeida Group in Ecorodovias 1 Company Overview Business Sectors Being the group s core business, the toll road concessions accounted for 1.0 billion of revenues and 609 million of EBITDA (59% margin) in 2014 Toll Road Concessions Core Business Construction and Engineering Information Technology Shipbuilding The group has two holdings listed in Milan stock exchange (ASTM and SIAS) Urban Car Parking Concessions Power Generation and Distribution SIAS is rated BBB+ by Fitch and Baa2 by Moody s Freight Transports, Ports and Logistics Insurance Brokerage Consolidated Operational and Financial Highlights of Gavio Group 3.9 billion 2014 Group Revenues 713 million 2014 Group EBITDA 1.0 billion 2014 Concession Revenues 2.6 billion 2014 Construction Backlog 1,400 km Highways under Concession 5,600 Direct Employees Note: (1) Gavio Group was a controlling shareholder of Impregilo, former partner of CR Almeida in Ecorodovias 5
Gavio Group Overview (cont d) Corporate and shareholders structure GAVIO FAMILY Aurelia Other business segments Transport and Logistics Shipbuilding Power Generation and Distribution Insurance Brokerage Aurelia International 6.23% 56.86% (1) ASTM (Market Cap: 995 million) (2) Construction and Engineering 63.42% (SINA 1.72%) SIAS (Market Cap: 2.2 billion) (2) Large scale infrastructure and civil construction works Toll Road Concessions Maintenance Information Technology Urban Car Parking Concessions +1,400 km of highways under concession in Italy Construction and maintenance of highways Electronic equipment for concessionaries and IT outsourcing Management of parking lots under concession 00000 00000 Notes: (1) Does not consider treasury held shares (2) As of December 14 th, 2015 6
Gavio Group Overview (cont d) Geographic location of the concession assets Controlled and consolidated concessions Concessions accounted for by the equity method New Concession: Autostrade Centropadane TE SITRASB SATAP A4 BreBeMi SAV SATAP A21 SITAF ATS ATIVA ASTI-CUNEO CISA ADF SALT Total: ~1,400km (~104 km under construction) Leading toll road operator in northwest Italy, one of the areas with the highest per capita income in Europe Average of 11 years of remaining concession period for the concessions 7