Group Overview Chieti September 2012
Agenda 1. TOTO Group Overview 2. BU Construction 3. BU Motorway Concessions 4. BU Aviation 5. BU Renewable 6. BU Rail Transport 7. Disclaimer 2
TOTO Group Overview Description Established in the early 1960 s, Toto is a mid size Italian Group specialized in the construction of public works (roads, viaducts, tunnels, railway systems, etc.), motorway concessions, civil aviation and renewable energy The Group is directly owned by Toto s family Construction The company has been growing in Italy since 1968 working, among others, with Autostrade, Strada dei Parchi and ANAS. In the recent past Toto has been involved in some international initiatives, in particular in the Mediterranean and Eastern Europe. Aviation Starting 1995, Toto set up Air One S.p.A., a small regional air transport company which developed in a few years to become the main competitor of Alitalia, the Italian national carrier Air One was sold in 2008 to CAI, a consortium set up for the restructuring of Alitalia, the national carrier Toto remained active in the aviation business investing the proceeds from the sale of Air One in the set up of an Irish Company (Aircraft Purchase Fleet Ltd) which, under the terms of an agreement with Airbus and New Alitalia is currently operating as exclusive leasing company for Alitalia s new fleet. Motorway Concessions Moreover, the Group has been active since 2003 in the motorway concession business, jointly winning with Autostrade per l Italia (ASPI) the bid set up by ANAS (Italy s public manager of the national road and motorway network) for the concession and management of A24 Roma-L Aquila and A25 Roma-Pescara motorways. In 2011, Toto Spa acquired an additional 58% of SDP from ASPI, thus entirely owning 98% of SdP (ASPI owns the remaining 2%) Renewable The company, after the sale of Air One decided for to enter the Renewable Energy business We are currently scouting for investments in Photovoltaic, Wind and Thermodynamic, in Italy and abroad. The first project realized to date is a 24MW photovoltaic plant committed by the Municipality of Salerno in the Campania Region 3
Main events Business lines TOTO Group Overview Equity Story Establishment of Toto S.p.A. Establishment of Air One S.p.A. Winner of the tender for the A24/25 motorway concession Establishment of Strada dei Parchi S.p.A. Sale of Air One acquisition of a 5% interest in Alitalia S.p.A. incorporation of AP Fleet 2011 continues on the following page 1960 1995 2001 2003 2008 2010 Construction Aviation Motorway concessions Renewables Other business* The company operates mainly as contractor on public infrastructure works (motorways, bridges, tunnels, railways) Development of Air One, from a small regional airline company to the main competitor of Alitalia, Italy s national carrier Start of operations in motorway concessions through a partnership with Autostrade per l Italia; Strada dei Parchi (ASPI 60%, Toto 40%) wins the international ANAS tender and starts the management of A24 Roma-L Aquila and A25 Roma-Pescara motorways Sale of Air One to Alitalia; incorporation of AP Fleet Ltd as an aircraft leasing company * Rail One S.p.A. (railway transport company) 4
Main events Business lines TOTO Group Overview Equity Story (cont d) 2011 Financial close of Euro 570,5 mln project finance lines Signing of Euro 200 mln Complanari contract Completion of the 24MW PV plant Monteboli Acquisition of the remaning 58% of SdP Financial close Euro 60 mln project finance lines February March May June July Now Construction Aviation Motorway concessions Renewables Other business* SdP closes a Euro 570,5 mln project finance facilities agreement to develop the infrastructure SdP start its development by assigning to Toto Costruzioni a Euro 200 mln conctract relating to the construction of 2 additional carriageways on the Rome urban stretch of the motorway Toto completes the construction of a 24MW PV plant, based on a concession agreement signed with the Municipality of Salerno Toto acquires another 58% of SdP from ASPI, thus consolidating the control on the concessionnaire reaching an overall 98% stake in the company Start of Complanari works The 24MW PV project SPV closes a Euro 60 mln project finance facilities agreement to refinance the development of the PV Plant Development of general contractor role in projects Development of AP Fleet Development of SdP Development of wind business 5
TOTO Group Overview Group Organization TOTO Holding Construction Concession Services Renewable Energy Aviation Transportation Toto Costruzioni Generali Strada dei Parchi Infraengineering Renexia AP Fleet Rail One ALITEC Intermodale Parchi Global Services Monteboli Alitalia (5,31%) Others Air One Executive 6
TOTO Group Overview Ebitda Margin per BU 240 166 Ricavi Ebitda 88 21 7 6 55 42 0 1-1 -3 Construction Concession Energy Aviation Transport Services 9% 53% 82% 76% n.s. n.s. Toto S.p.a. Costruzioni Generali Strada Dei Parchi Renexia Moteboli AP Fleet AP Fleet 2 AirOne Exec. RailOne Parchi Global Services Infraengineering 7
BU Construction Toto S.p.a. Costruzioni Generali TOTO S.p.a. Costruzioni Generali is a general contractor company Its main business is infrastructures construction with core competencies in tunnels and viaducts, both in Italy and abroad Mission Customers & Markets Key Financials 2011 (Expected) Organization Focus on complex infrastructural construction projects technologically sophisticated ANAS Italian national road network authority Società Autostrade per l'italia SpA Italian Toll Motorways Concessionaire Ferrovie dello Stato SpA, Italferr SpA Italian Railways company Strada dei Parchi S.p.a. Italian Toll Motorways Concessionaire Public Bodies Shareholder s equity Toto Costruzioni: 71 Mio PNF: 112 Mio Turnover: 247 Mio Net Invested capital: 218 Mio Staff: 639 Subsidiaries: 10 Business Development On going Projects: 16 Order Backlog: 790 Mio 8
BU Construction Main Projects in Progress Colle Tenda Category: Motorway Client: Ente Nazionale per le Strade Total Amount: 117 euro mio % Toto: 35% Status: 0% Completed Roma Est Category: Motorway Client: Anas Spa Total Amount: 198 euro mio % Toto: 100% Status: 31% Completed Cefalù Category: Railway Client: Italferr S.p.a. Total Amount: 338 euro mio % Toto: 75% Status: 0% Completed Extraordinary Maintenance La Quercia Lotti 6/7 Category: Motorway Client: ASPI S.p.a. Total Amount: 428 euro mio % Toto : 100% Status: 43% Completed Barberino di Mugello Lotto 13 Category: Motorway Client: ASPI S.p.a. Total Amount: 270 euro mio % Toto: 100% Status: 89% Completed Maintenance Category: Motorway Client: ASPI S.p.a. Total Amount: 146 euro mio Current: 46 euro mio On-going: 100 euro mio % Toto: 100% Status: 89% Completed
BU Construction Internationalization Libya GDP: 96 USD mld GDP Growth : 3,3 % SACE Risk : H3 Inflat.: 2,5 % Qatar GDP: 151 USD mld GDP Growth : 14% SACE Risk : L3 Inflat.: -2,4 % Kuwait Iran GDP: 820 USD mld GDP Growth : 2% SACE Risk : H3 Inflat.: 21,0 % GDP: 137 USD mld GDP Growth : 2,7% SACE Risk : M1 Inflat.: 4,0 % UAE GDP: 181 USD mld GDP Growth : 2,6% SACE Risk : M1 Inflat.: 1,7% Iraq GDP: 105 USD mio GDP Growth : 9,4 % SACE Risk : H3 Inflat.: 2,4 % Turkey GDP: 960 USD mld GDP Growth : 8,9 % SACE Risk : M2 Inflat.: 8,6 % East Europe GDP: 9,8 USD mld GDP Growth : 3,5 % SACE Risk : H3 Inflat.: 3,4 % Oman GDP: 78 USD mld GDP Growth : 4,1 % SACE Risk : L3 Inflat.: 3,4 %
BU Construction Focus: Complanari Works Overview During 2011 SdP has signed a 570,5 mln project finance credit facilities agreement, to finance its development, with a pool of 9 Italian and European banks; Toto has obtained the full control of the concessionnaire (currently owning 98% of its share capital); SdP has signed with its shareholder Toto a ~ 200 mln lump sum EPC contract, for the construction of two additional carriageways running in parallel to the urban stretch of the Motorway of 14 km (so called Complanari ); the works are part of the investments envisaged by the 2010-2030 Concession Agreement signed between ANAS (the Italian Motorway Concessions Authority) and SdP itself. This contract increases BU Construction s backlog, providing good margins and stable cash flows for the next 3 years (works expected to end by half 2014). Location 14km urban stretch Rome Corporate structure and contractual framework Toto Holding S.p.A. Autostrade per l Italia S.p.A. Expected revenue stream from Complanari contract ( mln) 100% 2010 2011 2012 2013 2014 Total Toto S.p.A. Costruzioni Generali 93% 2% 6 32 100 52 9 199 5% 200 mln Complanari contract Strada dei Parchi S.p.A. 570,5 mln project finance lines Pool of banks 11
BU Motorway Concessions Strada dei Parchi S.p.a. In 2000 ASPI and TOTO S.p.A. jointly won the European tender for the concession of A24/A25 motorways The concession agreement foresees the management of the motorways and the construction of: Second carriageway of the Villa Vomano-Teramo stretch Complanari connection carriageways between Palmiro Togliatti road and Rome East barrier In 2011, Toto Spa acquired an additional 58% of SDP; so Toto Spa currently owns 98% of SdP (ASPI owns the remaining 2%) Turnover ( M) EBITDA ( M) EBIT ( M) Net Debt ( M) Key Financials 135 153 166 155 70 67 76 65 42 38 45 30 209 186 259 348 2009 2010 2011 2012E 2009 2010 2011 2012E 2009 2010 2011 2012E 2009 2010 2011 2012E 12
BU Motorway Concessions A24 A25 the motorway network 2 Regions concerned 4 Provinces concerned 262 Municipalities concerned 23 M vehicles in 2010 28 1 Motorway Km 56 2 Carriageways Km 54 Tunnels 27 Network accesses 13
BU Aviation Aircraft Purchase Fleet Ltd New Alitalia (Compagnia Aerea Italiana) was set up at the end of 2008 to acquire the former Alitalia aviation going concern. New Alitalia also acquired 100% of AirOne S.p.A from TOTO S.p.A., thus consolidating the Italian air transport market in a single large private player Toto Group maintained the contract signed with Airbus for the acquisition of # 90 A320 and # 12 A330 and set up Aircraft Purchase Fleet Ltd, an aircraft lessor established under Irish law, 100% owned by Toto At the same time, a 12-years contract was signed between APFL and New Alitalia, with the first committed to supply and the latter to take in operating lease the new aircrafts to be acquired by APFL Key Financials 2011 Business model Shareholder s Equity APFL: 147 euro M Turnover: 48 euro M EBITDA: 42 euro M Fleet evolution (# aircraft) A319 A320 36 45 6 15 3 12 18 6 12 23 6 17 28 6 22 6 30 39 2011 2012 2013 2014 2015 2016 14
Target Country Technology BU Renewable Renexia S.p.a. In January 2012 Renexia SpA was established, with the main purpose to invest in renewable energy plants. Toto Holding and Toto Family are the owners of the Company respectively with the 80,10% and the 19,90%. Renewable Energy Wind On-shore Wind Off-shore Solar CSP Geothermal Hydroelectric Italy North Africa Middle East Germany USA Italy Italy USA North Africa Middle East Italy North Africa Middle East Italy Middle East Italy Bosnia MISSION - Develop a diversified portfolio of renewable energy production plants assuming continued growth and maximizing profitability 15
Toto Group Synergies BU Renewables Renexia Business model The Renexia Business Model is designed with the aim of preserving the highest possible created value within the Group. In fact, in every single project we try to maximize the synergies of the various expertise held by the single Group entities. Project / Engineering RENEXIA TOTO Heavy Construction Infraengineering Management O&M Contractor EPC Contractor Equity - SPV Owner of the project Plant Funding Loan Reimbursement Financial Institution 16
BU Renewables Pipeline & Future Development Projects Type MW Productions Authorization Construction Operation Wind Farm Foggia Wind 24-27,2 2.300-2.202 h III Q 2012 IV Q 2012 II Q 2013 Wind Farm Casalduni Wind 44,2 2.357 h III Q 2012 III Q 2012 II Q 2013 Wind Farm Santa Croce Wind 40,8 2.018 h III Q 2012 III Q 2012 II Q 2013 TOTALE Wind 112,2 2.196 h Wind Farm Castelfranco Wind 37,4 2.309 h I Q 2013 II Q 2013 I Q 2014 Wind Farm Alberona Wind 44,2 2.396 h I Q 2013 II Q 2013 I Q 2014 TOTALE Wind 193,8 2.244 h Wind Farm Troia Wind 64 2.280 h Under Authorization Process Wind Farm Lucera Wind 24 2.160 h Under Authorization Process PV Manoppello Terra PV Plant 4 1.425 h June 2012 Luglio 2012 October 2012 Intersun PV Plant 3,71 + 0,6 1.272 h Authorized June 2012 November 2012 October 2012 January 2013 Wind Farm Tunisia Wind 178 Monitoring TBD TBD TBD 17
BU Renewable Focus: Wind Foggia Overview Location Foggia Wind Project is a wind farm developed by Toto Group of 24-27.2MW. The project will be realized on a 72ha area currently under acquisition; the farm will be made up of 8 turbines, 3.0 / 3.4MW each. The authorization process is at its final stage; the release of «Autorizzazione Unica» by Puglia Region is expected within end of March 2012; the approval process has already been positively concluded. Toto SpA Costruzioni Generali will act as the EPC and O&M contractor while Renexia SpA will be the sponsor and the owner of the project The farm will benefit from Italian FIT scheme for wind projects (socalled certificati verdi ). Foggia Key data Structure Project 27,2MW (8 turbines - 3.4MW) CAPEX x MW 1,5 mln 1,6 mln Toto Family 100% Production 59.900 MWh 2.202 h eq. Estimated Feed In Tariff 110 /MWh 19,90% 80,10% 100% Toto Holding S.p.A. Project Duration 25 anni Duration 20 years Renexia S.pA Toto S.p.A. Costruzioni Generali Estimated Investment ~ 40,8 mln - 43,5 mln Construction Operation IV Q 2012 II Q 2013 100% Foggia Project SPV EPC O&M contractor
BU Renewable Solar Plant Monteboli Toto Group won on July 8th, 2010 the tender launched by Salerno Municipality to award a 20-years concession for the construction and management of a 24MW photovoltaic plant in Salerno (divided in 3 lots, 8MW each), on an overall land extension of 42 ha. Toto SpA Costruzioni Generali will be the EPC and O&M contractor with the concessionaire SPV (Monteboli S.p.A.). Toto ended construction and connected the first 2 lots in April 2011; the 3rd lot has been completed at May 2011 and sells energy on the basis of the new public granted tariff scheme (the first 2 lots 2011 = 333 /MWh; the last one 2011 = 311 /MWh) Incentives for the electricity production from renewable sources, in Italy, are very interesting, with an expiry after 20 years of operations. This concession has provided us the possibility to built one of the most important PV Plant in Italy, in a very sunny land with a great production of electricity Total CAPEX amount is 74.5 M; following there is a description of the concession structure: GSE Energy sale (public granted tariffs) Public granted tariffs agreement TOTO Group Open market Energy sale Salerno Municipality 100% Modules Concession agreement Monteboli SpA EPC + O&M Agreement Fixed annual fee (grant of land lease + economic exploitation) Inverters Lot # 1 8 MW Lot # 2 8 MW Lot # 3 8 MW 19
BU Renewable Solar Plant Monteboli TOTO was appointed (after MONTEBOLI SpA takeover) to plan, buil and manage for 20 years a solar Plant of about 24 MWp of power in the Municipality of Eboli; Grantor: Municipality of Salerno. Operational planning completed Financing contract closed (MPS, Unicredit, ING) Operation: 2 Lots 29 April 2011, 1 Lot May 2011. The plant is fully in operation Plant Features: Land surface occupied: about 42 Ha Power plant: 24 MWp Number of installed modules: about 105.000 Number of installed Inverters: 69 Number of installed transformers: 24 Estimated power production: 32.160 MWh/year 20 20
BU Renewable Off-Shore Wind Project in Germany Background Location Since March 2010, Toto Group is evaluating acquisitions of Licenses, Permits, Authorizations in Germany relating to design, construction, operation and maintenance of Offshore Wind Farms in the North Sea at a distance of 120-140 km from the German coast (North Sea Project). Toto Group drafted a preliminary business plan in order to verify the economic and financial sustainability of the project. Europe continues to be one of the world s strongest markets for wind energy development with several "positive external effects" such as reducing dependence on imports and increasing security of supply, approaching the target envisaged by the Kyoto Protocol on reducing greenhouse gas emissions Furthermore, green energy production systems can be an important driver to survive the current economic crisis Key data Corporate structure Project 1,200 MW (200 turbines 6 MW each) Gross annual equivalent wind hours¹ 3,600 hrs Toto Holding Estimated yearly production 4,320 GWh Duration 25 years Renexia S.pA Toto S.p.A. Costruzioni Generali Location North Sea - Germany Distance to Shore 140 km 100% EPC Capex / MW ~ 3.000.000-3.200.000 / MW German Project SPV Owner of the Projects ¹ Gross of availability and distribution loss 21
BU Renewable Projects Abroad Tunisia North Africa Location Toto Group in 2010 has established Med Wind Sarl, the Tunisian development company with the goal to scout investment opportunities in the Maghreb Area. The Company is currently developing around 130 MW of On Shore wind plants in Northern part of Tunisia We are in contact with the local authorities and central Government in order to obtain all the necessary authorization There are two Met Masts in place and land agreements in negotiation phase Furthermore, we are still involved in a scouting process in order to select other land for on shore wind, solar and thermodynamic plants. Location USA Toto Group in 2011 has established US Wind Inc, the development company with the goal to scout investment opportunities and participate to the tender issued in the US Area. Over 1.500 MW of off shore projects applied for competitive bidding phase in MA and NJ. We already obtained Pre-Qualification award. Furthermore, we are still involved in a scouting process in order to select other on shore wind, solar and off shore wind projects. 22
BU Rail Transport Rail Transport Rail One S.p.A is a railway company, totally owned by Toto Holding S.p.A., which aims at getting the opportunity to operate in an increasingly dynamic sector, following the winning record tracks of Air One. The company plans to reach strong performances, offering high quality and dedicated services, characterized by a turnkey offer which includes all the logistics activities, counting on partnership with the main logistic providers. TO MI 414K GE 627 K PI GR BZ UD VR VE BO RN FI PG TS AN PE Direttrici di traffico FG Strategic Objectives Starting from Cargo, at a later step, the company aims at exploring the passenger transport. Start-up of the activities in Cargo and Passenger (long haul) businesses Fund raising of medium/long term resources to support the investment plan SS CA RM PA CE NA SA ME CT PZ RC BA TA CZ LE AG SR Fleet Number System Type Manufacturer Manufactured year 1 electric BR 189 (ES64 F4) VARIANT F E 474 Siemens 2006 1 electric BR 189 (ES64 F4) VARIANT F E 474 Siemens 2006 1 electric BR 189 (ES64 F4) VARIANT F E 474 Siemens 2006 1 diesel G 2000-2BB Vossloh 2006 23
Disclaimer Toto Group ( TOTO ) makes no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this document, and nothing contained herein is, or shall be relied upon, as a promise or a representation, whether as to the past, the present, or the future. Additionally, this document does not represent legal advice of any kind. Future results or values could be materially different from any forecast or estimate contained in these analyses. This report is solely for internal use. No part of it may be circulated, quoted, or reproduced for distribution outside the organization, without prior written approval from TOTO. It is not intended to, and may not be, relied upon by any person or entity and, therefore, any person or entity who receives this document or the information contained herein, with TOTO s permission or otherwise, is hereby put on notice that (i) they are responsible for their own analyses and may not rely on any information contained herein, and (ii) TOTO makes no representations or warranties, including with respect to the accuracy or completeness of the information contained herein or any other written or oral communication transmitted or made available to the third party, and expressly disclaims any and all liabilities based on such information or on omissions therefore. 24
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