Investors Presentation_March2013_site

INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A.

INVESTORS PRESENTATION

2013 V.05.13


LEGAL DISCLAIMER

This material is not to be construed as an offer and/or advice and/or solicitation for the subscription

or purchase of any securities and shall not be interpreted as such in any jurisdiction.

The information presented by Investimentos e Participações em Infraestrutura S.A. - INVEPAR

(“Company”) and included in this material is solely for informational purposes and shall not be used

under any situation for basis of investment decision in securities.

The Company and its legal representatives make no representation or warranty, either express or

implied, as to the information provided in this material, including but not limited to in relation to the

accuracy, sufficiency, reliability or completeness of the information or opinion contained herein, and

will not accept liability for the use of this material by anyone.

The forward-looking statements contained in this presentation are based on the current

assumptions and outlook of the Company’s management. Actual results, performance and events

may differ significantly from those expressed or implied in these forward-looking statements as a

result of several factors such as the general and economic conditions in Brazil and abroad, interest

and exchange rates, future renegotiations or pre-payments of liabilities or loans denominated in

foreign currency, changes in laws and regulations, and general competitive factors (regionally,

nationally or internationally).

INVEPAR – INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. 3

High Quality

portfolio

of long-term

concessions Strong

investment and

operational track

record

Strong growth

business

model with attractive

returns and inflation

protection Seasoned

management and

solid shareholder

structure

Significant

opportunities in the

Transport

Infrastructure

Sector

Favorable industry

dynamics of the

Brazilian

infrastructure sector

KEY INVESTMENT HIGHLIGHTS


Source: World Bank; DNIT, McKinsey, ABCR

8

12

13

22

24

26

38

43

57

63

70

79

80

89

100

100

100

100

100

Bolívia

Nicaragua

Brasil

Chile

Sweden

Ivory Coast

Hungary

Australia

Indonesia

Servia

Poland

South Korea

Japan

Turkey

UK

Israel

France

Denmark

Austria

HIGHWAYS % of paved

highways

59 0.1

0.1

0.1

0.1

0.2

0.3

0.3

0.4

0.4

0.6

0.7

0.8

0.9

0.9

1.0

1.3

1.4

2.0

2,0

India

Mexico

Sri Lanka

Indonesia

China

Thailand

Colombia

Brazil

Russia

Chile

Japan

Italy

South Korea

Malasia

France

Spain

Germany

Canada

UK

AIRPORTS

Pax/inhabitant

0.7 3.4

3.5

5.7

7.7

8.2

8.7

9.8

14.0

14.0

15.7

16.5

17.4

17.7

18.9

20.3

32.9

33.7

43.8

59.2

Buenos Aires

São Paulo

Tokyo

Osaka

Delhi

Mexico city

Santiago

Toronto

Beijing

New York

Milan

Montreal

Chiacago

Moscow

Paris

London

Berlin

Madrid

Mlebourne

SUBWAYS Km/million

inhabitants

18 8.0

27

33

35

42

76

82

96

97

119

136

141

142

162

179

198

274

375

642

India

Poland

Mexico

Indonesia

Brazil

South Africa

France

Thailand

China

UK

USA

Canada

Japan

Italy

Germany

Sri Lanka

Spain

South Korea

Malasia

PORTS 1,000 TEUs/

per capita

151

Brazil

Brazil

Brazil

São Paulo

BRAZILIAN INFRASTRUCTURE HAS SIGNIFICANTLY

LAGGED GLOBAL BENCHMARKS INFRASTRUCTURE PENETRATION IN EMERGING MARKETS IS ~10 TO 20 TIMES

LOWER THAN IN MATURE MARKETS


0.5 0.3 0.2 0.3 0.2

2.0

1.5

0.6 0.6 0.8

0.8

0.5

0.6 0.8 0.5

2.1

1.4

0.8 0.7 0.9

5.4

3.7

2.2 2.4 2.4

1970-79 1980-89 1990-99 2000-09 2010-11

Water & Sewage Transportation Telecom Electricity

Investment in infrastructure

% of GDP

* Invepar estimates: Toll Roads (R$ 51.5 bn), Railways (R$ 60 bn), Ports (R$ 54.2 bn), Airports (R$ 20.7 bn), Urban Mobility (R$ 66 bn) and High Speed Rail (R$ 35 bn)

Sources: World Bank, IPEA and BNDES (“Investimentos na Infraestrutura Nacional”, Oct. 2012), PAC 2, Ministry of Transportation, Research Reports (October , 1st 2012), ABDIB,

Ministry of Finance (ISTOÉ Dinheiro – Feb, 2013)

Electricity

R$ 142 bn

Transportation

R$ 287 bn*

Telecom

R$ 98.5 bn

Water & Sewage

R$ 85 bn

5 Years Forecast

INVESTMENTS WERE NOT ENOUGH IN THE PAST BUT

ARE BOOSTING IN THE FUTURE THE LEVEL OF INVESTMENT IN INFRASTRUCTURE IS REBOUNDING IN BRAZIL


8 concessions

1,027 km of toll roads

147 million paying vehicle

equivalents in 2012

GRU AIRPORT, the

Busiest airport in Latin

America

33 million PAX in 2012

MetrôRio, the Largest

private operator in Brazil

41 km of extension

186 million PAX in 2012

Currently studying

opportunities on the

segment

TOLL ROADS AIRPORTS URBAN MOBILITY PORTS

INVEPAR AT GLANCE – GREAT COMPANY, EVEN

GREATER POTENTIAL

COMPANY OVERVIEW Strong sponsorship: controlled by the 3 biggest pension

funds and one of the top 5 construction companies in Brazil

Portfolio of high quality and diversified concessions with a focus on transport infrastructure

Combination of strong growth potential within a solid and well tested regulatory framework

24.4% 25.6% 25.0% 25.0%


VISION, MISSION AND VALUES

MISSION

To provide and operate

transport

infrastructure services with

excellence and generate

results that exceed the

expectations of society,

customers and shareholders

VISION

To be the leader and

international reference in the

transport infrastructure sector

VALUES

Our operations are based on best

corporate governance practices and

we value

Personnel and teamwork Honesty Corporate social responsibility Entrepreneurship Commitment Respect Innovation

INVEPAR IS A LEADING COMPANY IN THE TRANSPORT

INFRASTRUCTURE SECTOR


2

THE FASTEST GROWING COMPANY IN THE MARKET

SINCE 2008

91.5%

7

50%

100%

6

50%

25%

Trans-

olímpica 33.3%

46%

Line 4 RJ

Subway*

10 NUMBER OF

CONCESSIONS

* The acquisition process is dependent on conditions precedent (CP) and is expected to occur in 2016.

Until then, Metrobarra S.A. (100% subsidiary of Invepar) will provide rolling stock material and systems to Line 4.

100%

4

1998 2011 2010 2012 2000 2009

100%

100%

100%

Concession

extension

+ 15years

2013

10

Concession

extension

+10years

http://visaocarioca.com.br/wp-content/uploads/2008/09/metro_rio.jpg


STRATEGIC ACHIEVEMENTS IN 2012

Invepar has started its internalization process

through the acquisition of a toll road in Lima,

Peru.

International

Expansion

Invepar attained its strategic goal of entering the

airport industry by winning the bid to manage

and operate Guarulhos Int. Airport, in Sao

Paulo, the busiest airport in LatAm.

Entrance on Airport

Sector

Invepar’s track record in Public Interest

Expression development includes CRA

concession in Pernambuco, and the recent

success in winning the bid to build, operate and

maintain Transolímpica toll road.

Via Expressa

Transolímpica

Established Player

for Public Interest

Expression (PMI*)

projects

Line 4

RJ Subway **

Exclusive Subway

Operator in Rio de

Janeiro

Call option agreement to operate and

maintain Line 4 (16km extension) reinforces

Invepar as the sole operator of Rio de Janeiro’s

subway system. Expected acquisition in 2016.

* PMI – Public Interest Expression: legal instrument through which the private sector develops feasibility studies for projects of public interest, showing

a proactive approach and creating competitive advantage

** The acquisition process is dependent on conditions precedent (CP) and is expected to occur in 2016. Until then, Metrobarra S.A. (100% subsidiary of

Invepar) will provide rolling stock material and systems to Line 4.


2

5

3

Federation State Municipality

INVEPAR HAS A DIVERSIFIED PORTFOLIO,…

Transolímpica

* Invepar owns 90%of Aeroporto de Guarulhos

Participações S.A., which owns 51% interest in

Guarulhos Airport

DIVERSIFIED BY SEGMENT

DIVERSIFIED BY

GRANTING AUTHORITY

The majority of Invepar’s assets

is located in the states with the

largest participation in the

Brazilian GDP – SP (33.1%), RJ

(10.8%), BA (4.1%)

Source: IBGE, 2010

DIVERSIFIED BY LOCATION

Line 4

RJ Subway **

** The acquisition process is dependent on conditions

precedent (CP) and is expected to occur in 2016. Until then,

Metrobarra S.A. (100% subsidiary of Invepar) will provide

rolling stock material and systems to Line 4.

143km 25% 2021

n.a. 46%* 2032

444km 100% 2039

25km 100% 2049

45km 50% 2046

121km 50% 2035

217km 91.5% 2035

41km 100% 2038

13km 33.3% 2047

16km 100% 2036

20km 100% 2037 Toll road

Urban Mobility

Airport

Extension

% Invepar’s share

End of concession

5 1 1

3

Toll Roads Airports Urban Mobility

Urban Toll

Roads

8


…WITH ATTRACTIVE AND HIGH QUALITY ASSETS

Linha Amarela

(LAMSA)

Concessioná-

ria Litoral

Norte (CLN)

Concessioná-

ria Auto

Raposo

Tavares

(CART)

Bahia Norte

(CBN)

Via Expressa

Transolímpica

Concessioná-

ria Rio-

Teresópolis

(CRT)

Concessioná-

ria Rota do

Atlântico

(CRA)

Via Parque

Rímac (VPR) MetrôRio

Guarulhos

Airport (GRU)

Key

characteristics

Concession type

Network length (km) 20 217 444 121 13 143 45 25 41 n/a

Location

Employees (2012) 412 168 622 474 11 332 38 69 2,429 462

Shareholder

structure

Invepar's share 100.0% 91.5% 100.0% 50.0% 33.34% 25.0% 50.0% 100.0% 100.0% 46.0%

Equity partners (stake) - OTP1 (8.5%) - OTP1 (50.0%) OTP1 (33.3%)

CCR (33.3%)

Carioca (21.4%)

Strata (16.6%)

QG2(11.9%)

CRT FIP3

(11.0%)

OTP1 (50.0%) - -

Grupar 51.0%

(90.0% Invepar

and 10.0%

ACSA)

ACSA (5.0%)

Infraero6 (49.0%)

Concession

term

Development stage Maturity Growth Ramp-up Ramp-up Construction Maturity Ramp-up Ramp-up Growth Growth

Concession period Dec’97-Dec’37 Mar’00-Mar’35 Mar’09-Mar’ 39 Aug’10-Aug’35 Apr’12-Apr’47 Mar’96-Mar’21 Jul’11-Jul’46 Nov’09-Nov’49 Jan’98-Jan’38 Jul’12-Jun’32

Tenor 404 35 30 25 35 25 35 405 40 20

Remaining life

(as of Mar’13) 24.84 22.0 26.0 22.4 34.1 8.0 33.3 36.65 24.8 19.2

Concession maturity (%) 38.0%4 37.1% 13.3% 10.4% 2.6% 68.0% 4.9% 8.5%5 38.0% 4.0%

Volume VEPs/MPAX (2012) 49,422 6,999 47,043 28,195 n/a 15,707 n/a n/a 186.0 MPAX 32.8 MPAX

Notes:

1.Odebrecht Transport

2.Queiroz Galvão

3.CRT Fundo de Investimento em Participacoes

4.In 2010 the concession was extended by 15 years

5.In 2013 the concession was extended by 10 years

6.State-owned company


STRONG AND PROVEN ORIGINATION TRACK RECORD PROVEN ORIGINATION CAPABILITY THROUGH DIFFERENT FORMATS

REMARKABLY POSITIONED in Brazil

Urban Mobility: the largest private

operator

Airport: the best asset class

PIONEER AND INNOVATIVE COMPANY

through Public Interest Expression practice

(Proactive approach creates competitive

advantage)

LONG-TERM VALUE assets with Attractive IRR

22 16 14 13

Triunfo CCR Arteris Ecorodovias

Note: Invepar`s analysis as of February 2013 (arithmetic average)

25

Invepar

Average remaining term (years)

DIFFERENTIATED

APPROACH TRACK RECORD

Contract Amendments

New Business Opportunities

within Current Assets

Public Tenders

Public Interest

Expression (“PMI”)

M&A

OR

GA

NIC

IN

OR

GA

NIC

On going works in all

concessions

Line 4

RJ Subway*

Via Expressa

Transolímpica

* The acquisition process is dependent on conditions precedent (CP) and is expected to occur in 2016. Until then, Metrobarra S.A. (100% subsidiary of

Invepar) will provide rolling stock material and systems to Line 4.

http://visaocarioca.com.br/wp-content/uploads/2008/09/metro_rio.jpg


ASSETS ARE STILL RAMPING UP

53

106

130 147

2009 2010 2011 2012

152

164

180 186

2009 2010 2011 2012

Construction of new T3 already

begun

T1 & T2 Refurbishment

Real estate developments

Commercial and cargo exploration

areas

36 new aircraft parking spaces

New car parking spaces (from 4,100

to 10,000)

19 new trains to be fully

operational in 1Q 2013 (12

already part of the fleet in

December) that will increase

capacity in more than 60%

1 new station in 2010

1 new station under construction:

Uruguai (1Q 2014)

Brownfields are performing above

expected: LAMSA, CLN and CRT

Greenfield projects in ramp-up:

CART, Bahia Norte and Via Parque

Rímac

CRA will start operations in the

1H 2013

Transolímpica is under construction

for 1H 2016

Invepar assumed the

concession in Nov´12

Hig

hlig

hts

Toll Roads

Number of Paying

Vehicle Equivalents (in million)

Airports

GRU AIRPORT (million of PAX and

thousands of tons of cargo)

Urban Mobility

Passengers Transported

MetrôRio (in million)

395 441 586 507

cargo

13 17 19 21

9

10 11

12 22

27 30

33

2009 2010 2011 2012

Domestic International


103 123

260

345

554

2008 2009 2010pro forma**

2011 2011epro forma*

DELIVERING A STRONG GROWTH

156

469

740

905

1.285

2008 2009 2010 2011 2011epro forma*

35%

35%

30% Toll Roads

Urban Mobility

Airports

2011 GUARULHOS NET REVENUES: R$ 825.4 MM

Invepar’s share (46%): R$ 379.7 MM

* Net Revenues 2011e pro forma and EBITDA 2011e pro forma consider 46% consolidation of Guarulhos Airport

** EBITDA 2010 pro forma excludes the impact of Provision Reversal of IPTU (municipal urban property tax) in Metrô Rio Income Statement. 2010 EBITDA was R$ 304 MM

(41% of EBITDA Margin);.

Notes: Net revenue and EBITDA shown are net of the impacts of the IFRS.

IF GUARULHOS AIRPORT HAD BEEN CONSOLIDATED IN 2011, THE SPLIT IN NET REVENUES WOULD HAVE BEEN:

65.8% 26.2%

35.1% 38.1%

43.1%

NET REVENUES (in R$ million)

EBITDA & EBITDA Margin (in R$ million)


REVENUES AND EBITDA MARGIN WILL CONTINUE TO

GROW AS THE PORTFOLIO MATURES

EBITDA MARGINS IMPROVE OVER THE LIFE OF CONCESSIONS

Notes: The size of the bubbles represents proportional 2011 net revenues (Including GRU Airport proforma). Net Revenues and EBITDA margin net of the impacts of the IFRS

1 Years elapsed over total years of concession

2 GRU Airport proforma: For 2011, net revenue was based on Infraero’s performance.

Ramp-up stage concessions Concessions under construction Mature concessions Growth stage concessions

% concession maturity¹

% E

BIT

DA

ma

rgin

Well-balanced portfolio

from a life-cycle

perspective

Average remaining life

of c.25 years

Significant potential

from numerous assets

in construction and

ramp-up phase

Substantial cash flow

from concession in

growth phase

10% 20% 30% 40% 50% 60% 70% 80% 90% Reversion

Strong increase in revenues

and profitability in the future

Mature concessions with high

profitability and long remaining life Assets under construction will

enable sustained future growth

75%

70%

65%

55%

50%

Urban

Mobility

Airports

Toll Roads

60%

-10%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

CBN

Award

VPR

CRA Transolimpica

Expected margin in

the mid/long term

CART

GRU

AIRPORT2

MetrôRio

CLN

LAMSA

CRT


2,073 905 1,139 1,360

6.1

2.4 3.1

3.7

0

2

4

6

8

0

1000

2000

3000

4000

5000

4Q11 1Q12 2Q12 3Q12

Net Debt Net Debt/EBITDA

DEBT PROFILE (in R$ million)

NET DEBT (in R$ million)

TJLP 34%

CDI 19%

Inflation and others

24%

TR 23%

BNDES 34%

Bonds 51%

Other 15%

Brazilian Real 85%

Peruvian Nuevo Sol

15%

545

32

262

155

173

158

1,496

3T12 - 1T13

2T13 - 4T13

2014

2015

2016

2017

2018+

Index Source

23% 38% 26% 20%

77% 62%

74% 80%

2,651

2,063

2,957 2,821

4Q11 1Q12 2Q12 3Q12

Short Term Long Term

Currency

Short Term

53%

9%

6%

6%

6%

1%

19%

AMORTIZATION SCHEDULE – 3Q12 (in R$ million)

DEBT PROFILE – 3Q12

LONG TERM DEBT PROFILE IN LOCAL CURRENCY

R$ 750 million debenture

issuance from CART toll road

in 4Q12 refinanced

approximately R$ 400 million

of short term debt


COMMITTED SHAREHOLDERS WITH STRONGLY

ALIGNED INTERESTS SHAREHOLDER STRUCTURE WITH THREE OF THE BIGGEST BRAZILIAN PENSION FUNDS

AND A CONSTRUCTION COMPANY WITH MORE THAN 30 YEARS OF EXPERIENCE WITH

GREAT INVESTMENT CAPACITY

The largest pension fund in Latin America

and 25th in the world, by assets. Its main

sponsor is Banco do Brasil

The third largest pension fund in Brazil. Its

main sponsor is Caixa Econômica

Federal

The second largest pension fund in Brazil.

Its main sponsor is Petrobras

One of the top 5 players in the heavy

construction sector in Brazil and other

countries WILLINGNESS TO STAY IN THE SHARE-HOLDER STRUCTURE AFTER THE IPO

CONTINUOUS SUPPORT WITH THE ACQUISITION OF NEW PROJECTS

LONG-TERM COMMITMENT WITH INVEPAR

Assets Under Management

(R$ billion)

Ranking of Pension Funds in Brazil (2011)

Source: ABRAPP

10

10

10

13

13

15

19

48

58

156

FORLUZ

REAL GRANDEZA

BANESPREV

SISTEL

IT AU UNIBANCO

VALIA

CESP

FUNCEF

PETROS

PREVI


SUPPORTED BY A ROBUST CORPORATE GOVERNANCE

MODEL

Board comprised of 8 members

Fiscal Council

Professional Management

Board’s segregation (CEO and

Chairman)

Constituted advisory committees linked to the Board of Directors

Code of Ethics

Invepar is registered in the A category in CVM and discloses its financial statements as a publicly-traded company

GHG Inventory (2013E)

GRI Guidelines for

communication

Assisted realocation of

families policy

Official Channel of

Communication between the

Shareholders, the Board of

Directors and the Company

Report

directly to

the Board of

Directors

Area dedicated

to the relation-

ship with

investors and

the capital

markets

Investment Analysis

Development of

Operational Monitoring

Metrics

ERP System

Corporate

Governance &

Sustainability:

Areas of

Support

Dept. of Corporate

Governance

Investments and

Financial Internal Audit

Civil Works HR & Governance


Executive Management Team with extensive experience in infrastructure in Brazil

Average of 26 years of work experience, with 17 years in the infrastructure sector

Over 7,800 direct1 and 6,200 third-parties employees

Focus on hiring, retaining and developing people:

Long-term executive compensation aligned with

shareholders interest and best market practices

Innovation Incentive Plan

Leadership Development

Program, among others

Second year of Trainee Program

Succession Career Plan

Job Rotation Practice

Compensation policy aligned with

best practices

SEASONED MANAGEMENT TEAM PEOPLE-ORIENTED COMPANY

1 2013 Forecast, including GRU Airport, Via Parque Rímac and CRA headcounts


DIFFERENTIATED APPROACH TO NEW OPPORTUNITIES INVEPAR’S INVESTMENT DECISIONS ARE ORIENTED BY CLEAR STRATEGIC

GUIDANCE

GUIDING PRINCIPLES FOR NEW INVESTMENTS

Focus on countries with stable regulatory

framework and economic environment

Participation in the controlling block

Long term investments

Preference for Greenfield opportunities

Opportunistic Acquisitions

Capturing value from correlated business


Source: Federal Government and Invepar`s analysis

Airports

Ports

Toll Roads

Urban Mobility &

High Speed Rail

Potential to more than double the granted kms of

the concessioned toll roads

Announced federal investments: R$ 42 bn

investments and 7.5 thousand kms

The State of São Paulo is studying the concession

of all 15 thousand kms under its jurisdiction

The Federal Government has launched a new

regulatory framework for Ports Concession

Announced investments: R$ 54 bn until 2017

Concession biding process for 5 public ports

starts in 2013

New bids for terminal leasing in public ports and

for the construction of new private terminals

(TUPs)

The Government has launched the second round

of airports concessions. Auction has been

scheduled for Sep 2013

Announced investments R$ 6.6 bn at Galeão, R$

4.8 bn at Confins and R$ 7.3 bn in 270 regional

airports

Announced federal investments for urban mobility through PAC: R$ 39 bn

Additional investments in urban mobility in São Paulo, Rio de Janeiro, Brasília, Fortaleza, among others

High Speed Rail project connecting São Paulo to Rio de Janeiro

EXPECTED INVESTMENT IN THE NEAR FUTURE BRAZILIAN GOVERNMENT WANTS TO FULFILL THE LACK OF INVEST-MENT IN

DIFFERENT TRANSPORT INFRASTRUCTURE SECTORS


9 lots in 5 different states.

The winner will be the one offering

the lowest toll tariffs.

Investment concentrated in the first

5 years of concession.

Urban traffic will not be tolled.

Toll collection will only be allowed after

10% of construction works are

concluded.

30-years term and implicit unlevered

IRR 5.5% (government studies).

Source: Federal Government

Announced concessions

Announced Federal Concessions

OPPORTUNITIES IN THE TOLL ROAD SECTOR FEDERAL GOVERNMENT RECENTLY ANNOUNCED A NEW PACKAGE OF HIGHWAY

CONCESSIONS OF MORE THAN R$ 42 BILLION INVESTMENTS IN 7.5 THOUSAND KM

Projects Highlights

8 BR 040 DF/GO/MG

BR 116 MG 9

1 BR 101 ES/BA

2 BR 262 ES/MG

3 BR 153 GO/TO

4 BR 050 GO/MG

5 BR 060/153/262 DF/GO/MG

6 BR 163/267/262 MS

7 BR 163 MT

1

2

3

9

4

8

6

7

5


Main Urban Mobility Projects Projects Highlights

Large global events are boosting the

projects (World Cup and Olympic

Games).

Structured mostly in the PPP model.

The private sector has actively

participated on the structuring

of projects through Public Interest

Expression (“PMI”).

Public funds will be used under the

PAC Urban Mobility, Federal Budget

and under financing programs of

BNDES and CEF.

2

3

5 6

8

4

7

1

9 10

2

3

4

5

6 7

8

9

10

1 Fortaleza, CE

▪ Line East

Recife, PE

▪ Urban Mobility

Belo Horizonte, MG

▪ Subway Expansion

Rio de Janeiro, RJ

▪ Line 3

▪ LRT

Salvador, BA

▪ Subway System

São Paulo, SP

▪ Lines 6

▪ Line 13 (Express Airport and

local service)

▪ Lines 15, 17 and 18

(monorails)

▪ Line 20

▪ Express ABC (close to Line

10)

▪ Interstate trains: Sorocaba-

Pindamonhangaba and

Santos-Americana

Curitiba, PR

▪ Line Blue

Porto Alegre, RS

▪ Line 2

Distrito Federal

▪ LRT

Goiânia, GO

▪ LRT

OPPORTUNITIES IN THE URBAN MOBILITY SECTOR SEVERAL URBAN MOBILITY PROJECTS UNDER DEVELOPMENT IN BRAZIL, DRIVEN

BY THE GLOBAL EVENTS THAT WILL TAKE PLACE IN BRAZIL IN THE NEAR FUTURE

LRT – Light Rail Transit (synonym: TRAM)

../Local Settings/imgres









7

5

3

1 4

2

6

The Federal Government began the

concession process for Galeão and

Confins International Airports.

Investments are expected to reach

R$ 6.6 bn at Galeão (RJ) and R$

4.8 bn at Confins (BH). Auction has

been scheduled for Sep 2013.

The new model requires large

airport operators (at least 35MM

PAX p.a.), with a minimum 25% stake

in the winning consortium.

Another R$ 7.3 bn should be invested

in 270 regional airports.

Infraero Serviços, subsidiary of

Infraero, was created to offer airport

management services to other

airports outside Infraero’s network.

OPPORTUNITIES IN THE AIRPORT SECTOR THE GOVERNMENT HAS LAUNCHED THE SECOND ROUND OF AIRPORTS

CONCESSIONS

1

2

3

4

5

6

7

Airports PAX in 2012

Million

Saturation

level

%

Recife

P. Alegre

Salvador

S. Dumont

Galeão

Congonhas

Confins

101

80

140

100

105

81

63

Additionally, São Paulo State

should lead a privatization

process of the state owned

airports

Projects Highlights Potential Opportunities

Source: Infraero

1

2

3

4

5

6

7

8.3

8.5

9.0

16.8

17.5

10.2

6.4


ANNEX


GREAT ENTRANCE ON AIRPORT SECTOR: GRU AIRPORT

A unique

investment

opportunity

Scarcity of such high quality asset in the current environment

Strong cash generation (EBITDA margin of 53.8% in 2011)

Favourable

economic

framework

Brazil will be the fifth largest consumption market in 2020

Air travel market benefits from a growing middle class and first-time fliers

Open Skies agreements will bring more dynamism and competitiveness to the market

Diversified and

resilient revenue

streams

Underexploited commercial activity (duty free, car parking, real estate, advertising,

food & beverage and traditional retail)

Significant potential to streamline activities and improve efficiency

Attractive

geographic

location

10th largest city in the world by GDP

#1 entry point to Brazil and gateway to Latin America

Large and economically attractive catchment area

Solid positioning

with transfer hub

potential

Largest airport in LATAM with a passenger throughput of 32.8 MPAX in 2012

- Substantial international traffic component (35.2% of total)

Solid and diversified customer base and major hub for national carriers

Wide destination coverage

Strong long term

traffic growth

prospects

Strong historical traffic growth (2003-12 CAGR of 12%) with relative resilience

throughout the recent economic downturn

Underlying macro-economic fundamentals of Brazil should continue to drive growth

going forward

Focussed capex

program

R$ 2.9 bn CAPEX program to be achieved over the 2012-14 period in order to:

Increase capacity to accommodate future growth

Improve commercial and cargo performance

Enhance passenger experience

KEY INVESTMENT HIGHLIGHTS

Huge efficiency

improvements

potential

Operational transfer from public to private sphere

New IT solutions with fully integrated systems


10.5x

16.2x

6.4x9.1x

13.1x13.1x

16.7x

11.7x

18.2x

10.3x13.3x

14.9x15.2x14.5x

9.1x11.9x10.6x

7.9x

20.8x

34.0x

14.8x15.2x12.3x

16.8x

21.0x

17.0x

21.3x23.8x

29.3x

19.1x

28.0x

32.1x

16.6x

NA

Jan-

12

Dec-

12

Dec-

12

Dec-

12

Nov-

12

Aug-

12

Apr-

12

M ar-

12

Oct-

11

Oct-

11

Oct-

11

Oct-

11

Oct-

11

Oct-

10

Jun-

10

Oct-

09

Sep-

09

M ay-

09

Oct-

08

Sep-

08

Sep-

08

Dec-

07

Nov-

07

Nov-

07

Nov-

07

Sep-

07

Jul-

07

Jun-

07

M ay-

07

M ay-

07

M ay-

07

Feb-

07

Jan-

07

Oct-

06

Bid value adjustment1

(in R$ million)

Implicit Multiples2

(1) Assumes a 4.5% inflation, discount rate of 10%, 20 years of concession and 34% of tax rate. (2) Consider 2013e and 2014e EBITDA. (3) Source: Company filings, Wall Street Research, Mergermarket and Press.

Payment diluted throughout

the 20 years of the

concession, no up-front

disbursement

R$ 16.2 bn bid paid by the

Concessionary (SPV)

Source of funds: Equity,

Debt and Operational Cash

Flow

Comments

GRU AIRPORT: ATTRACTIVE PRICE, WITH A STRONG

GROWTH POTENTIAL

(4) Consider 2012e EBITDA. (5) 2.56 R$ per €, as of March 5, 2013.

10-11x

6-7x

Adjusted Bid Value /2013 EBITDA

Adjusted Bid Value /2015 EBITDA

$9.881 $6.521

$16,213

$6,332

$3,359 $6,521

Bid Value Present Value ofBid

Present Value ofBid Tax Shield

Bid Present ValueNet of Tax Benefit

Precedent Transactions Multiple 3

(EV / LTM EBITDA)

Target

Bru

sse

ls

BA

A

Cop

en

ha

ge

n

Nap

les

Pe

el

SE

A

Ga

twic

k

Bri

sto

l

Cha

rle

roi

Bri

sb

an

e

Be

lfa

st

AP

AC

Nort

he

rn

Bu

da

pe

st

Air

po

rt

Hob

art

Pe

rth

t

DC

A

Oxfo

rdt

Ad

R

Bir

min

gh

am

Air

po

rt

Le

ed

s

Bra

dfo

rd

Syd

ne

y

Exe

ter

Devo

n

Lo

nd

on

City

BA

A

TA

V

Ed

inb

urg

h

Syd

ne

y

NA 20.8 NA 0.2 NA 1.6 1.7 0.4 0.1 1.2 0.2 NA NA 1.9 0.2 NA 0.7 0.1 4.2 1.4 0.2 6.4 0.1 1.1 24.5 3.0 1.0

BA

A

BA

A

21.3

SE

A

1.4

Tu

rin

0.1

AN

A

3.1

Value

(In € bn) 21.3 NA

Median:

15.2x

GR

U

2.5

4

5

10.9x


GRU AIRPORT: IN-PLACE GROWTH OPPORTUNITIES NON-AERONAUTICAL SHARE IN THE MIX TENDS TO GET BIGGER, LEADING TO

BETTER MARGINS.

Aeronautical

Revenues

Cargo

Storage

Handling

Space optimization

and productivity

increase

Rationalization of the

Tariffs Policy

Attraction of New

Airlines (Belly Cargo)

Attraction of More

Cargo Aircrafts

Passengers Volume

New Slots

Allocation Strategy

Runways &

Taxiways

Improvements

New Terminal

with Capacity to 12

mm PAX in 2014

Non-Aeronautical

Revenues

Others Cargo

Real

Estate

Parking

Duty Paid

Duty Free

New

Services

Value-added

services (e.g.

road transport)

New

Developments Two new Hotels:

-Airside: 50 rooms

- Landside: 350 rooms

Pricing Price

Optimization

to Market

New Spots

New Garage:

2,600 spots

Space

Optimization:

500 spots

Total Spots:

4,100 10,000 (2014)

20,000 (End)

Sales

Concession

Fees

Shopping Mall

Concept: Better

Mix and Location

Fee

Renegotiation

Sales Concession

Fees

Space increase:

TPS1/2: +2,100m2

TPS 3: 5,000m2

Tariff Maximization

Adjusted to

Market Practices

Premium Spots

Conclusion in 2014

Headway

Reduction from 5

to 3 nautical miles

Attraction of New

Airlines

Advertising,

VIP Lounges,

Ultra Vip Service

Recurrent

Done / in conclusion

- Forecasts in line

with Government`s

-PAX higher

than estimated

for 2012

in the Business

Plan

Revenue Mix

From 65% (2011) to

40% (Long Term)

Revenue Mix

From 35% (2011) to

60% (Long Term) Volume

Two business

towers

- From 30 to 60 MPAX in

the long term

Conclusion in 2015

Space increase


COMPETITIVE DIFFERENTIAL IN PMI STRUCTURING THERE ARE FEW PLAYERS ABLE TO STRUCTURE A PMI PROJECT, ESPECIALLY IN

THE SEGMENT OF URBAN MOBILITY IN BRAZIL

Expenses with studies are reimbursed in case of PMI developer loses the auction

Macroeconomic environment

Legal and Regulatory Framework

Political environment

Opportunity

Identification

Project

Structuring

Governmental

Appraisal

Decision

to Proceed

Technical studies

Institutional modeling

(concession, PPP)

Risk assessment

Economic and financial

analyses

Bankability

Adherence to

Regulation and Laws

Public Interest Analysis

Internal Approvals

Edict Publication New Business

Prospection

Strategic Analyses

Public Auction

Authorization to conduct the studies

Development Average Period Before Public Auction: 1.5 to 2.5 years

Win/ Win Situation

Enhances relationship at different

levels of the government

More attractiveness of the project

More time to study the project,

resulting in better understanding

Definition of qualification and

financial criteria of the bidders

Catalyzes the agenda of

investments in infrastructure

Solution to bottlenecks in the

industry

Enhancement of the quality of

the projects, ensuring interest

from private sector

Invepar Government

PMI – Anachronism for “Procedimento de Manifestação de Interesse” in Portuguese

Via Expressa

Transolímpica

Successful cases in the structuring of

PMIs and winning the Public Auction:

There are other PMIs that Invepar is

developing in the Urban Mobility and Toll

Roads segments

30-45 days on average


CASE STUDY : DUAL-TRANCHE DEBENTURE ISSUANCE

R$ 750 million (US$ 375 million) dual-series

debenture issuance, assigned brA+

The transaction consisted of 2 tranches:

- 1st Tranche: R$ 380 million tax exempt 12 year

amortizing debentures priced at IPCA+580 bps

- 2nd Tranche: R$ 370 million 12 year amortizing

debentures priced at IPCA+605 bps

2.8x oversubscription (R$ 2.1 bn total book) allowed

CART to price: (i) 1st tranche: 220 bps lower than the

initial price, and (ii) 2nd tranche: 195 bps lower than

originally previewed

85 Brazilian local and international high-quality

institutional accounts and over 1,000 individual

investors

CART is a toll road

concession that operates and

maintains 444 km of highway

in the State of São Paulo.

The issuance marks the first

ever widely-marketed tax

exempt Infrastructure

Debenture (Law 12.431/11)

issuance in Brazil to attract

foreign investors.

The debentures shared

project guarantees at the

same level of seniority with

BNDES (senior solely lender).

R$ 2.1 billion in total book, a

2.8X oversubscription for the

Deal.

Summary of Terms and Conditions

Issuer CART (local issuance)

Issue Rating A1.br NSR

Series Size BRL 750 million (380 / 370)

Pricing Date December 12, 2012

Tenor

12yr amortizing (customized

curve)

3 years of granting period

Initial Guidance IPCA+8.00% and IPCA+8.00%

Final Yield IPCA+5.80% (1st tranche) and

IPCA+6.05% (2nd tranche)

Main Deal Attributes

Distribution Highlights

1st Tranche - Investors 2nd Tranche - Investors

Banks 19%

Development Bank 20% Private

Bank 22%

Retail Investors

2%

Foreign Investors

13%

Pension Fund 23%

Mutual Fund 1%

Pension Fund 51%

Mutual Fund 28%

Banks 19%

Private Bank 2%


[email protected]

Gustavo Rocha

CEO & Diretor de Relações com Investidores

Gustavo Zeno

Relações com Investidores

[email protected]

tel +55 21 2211 1319

Bruno Priuli


[email protected]

tel +55 21 2211 1333

Julia Orrico


[email protected]

tel +55 21 2211 1379

CONTACTS

[email protected]

www.invepar.com.br/ri

Gustavo Rocha

CEO & IRO

Gustavo Zeno

Head of Investor Relations

[email protected]

tel +55 21 2211 1319

Bruno Priuli

[email protected]

tel +55 21 2211 1333

Julia Orrico

[email protected]

tel +55 21 2211 1379