Atlantia : Acquisition of Elizabeth River Crossings in the USA

9 November 2020

ABERTIS ACQUISITION OF ELIZABETH RIVER CROSSINGS IN THE USA

Transaction Summary

The Acquisition

The Asset

The Rationale

Abertis and Manulife Investment Management have reached agreement to acquire 100% of the Elizabeth River Crossings concession for c.€1bnAbertis will hold a stake in the range of 68%-51%

50 years remaining term 58-year long tolling concession agreement signed in 2012

Concession operating tunnels in the area of

Norfolk, Virginia brownfield operating since 2012 of 16km concession including the relevant access roads

Aligned with Abertis' long-term strategy owning, operating and acquiring high-quality, strategic toll roads that continue to extend the Group's concession-based cash flowsBuild backlog of long term cashflow extend average maturity of Abertis

Financed by a combination of cash and existing committed bank facilities

Full consolidation

of the asset

Closing expected to be completed expeditiously

(1) Cash figures

Essential, high quality asset fully constructed with only maintenance capex required and providing an essential connection for over 100,000 users per day for their commutes across the Elizabeth River and an important link connecting Portsmouth and Norfolk

Financials 2019:

$95m Revenues(1); $60m EBITDA(1);

$1,012m net debt

BBB- rating by S&P and BBB by Fitch

Solid regulatory framework

Establish a strong presence in the US, with a view to further growth initiativesGrowth strategy develop Abertis' growth platform in the United States, a key strategic region for Abertis

Acquisition Structure

(**)

• • Abertis is pleased to initiate a new partnership with Manulife Investment Management, US-based operating unit of Manulife Financial Corporation, forming a consortium in which Abertis will hold a maximum of 68%, which may be reduced to a minimum of 51%

• • The closing of the transaction for a total equity amount of ca. €1bn is expected to be completed expeditiously, subject to the approval of the regulatory authorities and other conditions customary in this kind of deals

• • Abertis will finance the acquisition with a combination of existing committed bank facilities and cash

Concession Agreement

Note: Simplified transaction structure for illustrative purposes.

(*) Acquiring consortium is controlled by Abertis holding a maximum of 68% and a minimum of 51%

(**) Manulife Investment Management reached the agreement on behalf of John Hancock Life Insurance Company (U.S.A.). John Hancock is also a unit of Manulife Financial Corporation

Asset Overview

Asset overview:

• • Elizabeth Rivers Crossings ("ERC") provides an essential connection across the Elizabeth River and is an important link in the regional road network connecting Portsmouth and Norfolk, Virginia.

• • The asset consists of the following:

  •  Midtown Tunnel ("MTT"): two one-way tolled tubes (2 lanes each)

  •  Downtown Tunnel ("DTT"): two one-way tolled tubes (2 lanes each)

  •  MLK Expressway: free highway connection between MTT and DTT

Project background:

• • In 2011 the Commonwealth of Virginia and VDOT contracted ERC to build an MTT westbound tube, rehabilitate the existing MTT as well as the DTT, and extend the MLK Freeway

• • Construction ended in 2017 and the asset is under concession until 2070

• • ERC Opco operates four Electronic Toll Collection tunnels grouped into two sets of two-lane tubes, the Downtown Tunnel and the Midtown Tunnel, as well as the Martin Luther King Freeway Extension with a duration of 50 years, until April 2070.

• • Toll regime that underpins reasonable growth from a rate escalation mechanism under the concession at up to CPI or 3.5% per annum, starting at toll levels below average for similar crossings in the US.

• • Hamptons Roads region benefits from a strong government, industrial, and commercial employment base with higher car ownership(1) and lower unemployment rate(2) than the US average

  • (1) Based on 2018 data

  • (2) Based on March 2020 data