Corporate and Investment Banking Teaching Program 2015-2016 March 31, 2016 Overview of an M&A Process: The Autogrill/WDF Spin-off

Marco Morelli – Vice Chairman Europe, Middle East & Africa GCIB, CEO BofAML Italy Diego Selva – Managing Director, Head of Investment Banking BofAML Italy

Autogrill / WDF Spin-Off in Context: Selected Precedents and Historical Volumes

1

Separation Patterns: The 4 Main Approaches to a Spin-off

Proactive Reactive

Investor-perceived underperformance in business strategy or financial policy

"Undermanaged" business

SOTP discount

M&A potential for individual parts

A B C D

Self-reinforcing, powerful sector trend

Recognition of value creation with willingness and ability to replicate

Divergence of strategic growth opportunities within businesses

Return characteristics

Capital requirements

Market position

First-mover successfully breaks with long-standing sector convention based on strategic vision

2

The “Shrink-to-Grow” Surfing Sector Trends Unlock Value The Innovator

€18 €16 €12 €16

€6 €12

€26

€9 €6

€2 €6 €9 €2

€2

€4 €3 €1

€5 €9

€0.3

€1 €2

€20 €27

€30

€18

€8

€16

€26

€14

€7

0

100

200

300

400

500

$0

$10

$20

$30

$40

2005 2006 2007 2008 2009 2010 2011 2012 2013

Volume (€bn)

3

____________________ Source: FactSet and Bloomberg and Dealogic (1) As measured by equity value of subsidiary separated. Includes only transaction values when Parent and SpinCo are each at least $500m (2) As measured by equity value of subsidiary separated. Includes only transaction values when Parent and SpinCo are each at least €200m

$26 $49

$140

$85

$33 $15

$43

$91 $102 $1

$5

$10

$8

$15

$50

$145

$96

$40

$116

0

400

800

1,200

1,600

2,000

2,400

$0

$40

$80

$120

$160

2005 2006 2007 2008 2009 2010 2011 2012 2013

S&P 500 Volume

($bn)

Spin Offs 8 12 11 15 5 7 11 16 14

Split Offs 1 2 4 1 2

Spin Offs Sub IPOs Split Offs

Euro Stoxx

Spin Offs 12 14 3 3 1 8 8 5 4

Sub IPOs 4 11 4 1 2 3 1 3 1

Split Offs 1 1 1 1 1 1

US

(1)

EU

(2)

Separation Volumes Since 2005

Autogrill Group Situation Pre-Transaction

4

EDIZIONE SRL

Autogrill S.p.A.

100%

59%

Schema34 S.r.l.

Food & Beverage, Travel Retail and

Duty Free

100%

Assicurazioni Generali S.p.A.

Mediobanca S.p.A.

Pirelli & C. S.p.A

RCS Mediagroup S.p.A.

Il Sole 24 Ore S.p.A

Caltagirone Editore S.p.A.

Prelios S.p.A.

Gruppo Banca Leonardo S.p.A.

Schema28 S.p.A

Sintonia S.A.

70% 33% 1%

40% 2%

67%

5%

5%

2%

2%

3%

2%

100%

46% (1)

35%

96%

Take-Private

Rugby/ Basket/ Volley

Italy/ LatAm

Selected Monetization

Benetton Group S.p.A.

Atlantia S.p.A Gemina S.p.A.

Grandi Stazioni S.p.A.

Eurostazioni S.p.A.

Aeroporti Di Roma S.p.A.

Merger

Other Sport Real Estate and

Agriculture Infrastructure and Travel Service

100%

Fashion

(2)

5

Family Holding Asset Portfolio with Diversified Exposure and Needs Edizione Group Structure

Sector Contribution to Edizione GAV (3)

Sintonia

Food & Beverage, Travel Retail and Duty

Free

Unlisted Investment

Listed Investment

Edizione initiated a thorough group’s restructuring, aimed at the overall portfolio rationalization ____________________ Note: Company’s Documents (1) Inclusive of c.9% stake held directly by Sintonia into Atlantia (2) Via Sagat S.p.A and Aeroporti Holding S.R.L, Sintonia held also c.4% stake in Aeroporto di Firenze S.p.A. (3) Based on December 31, 2012 market values and latest public available information to date

Total GAV: €6.1bn

48%

22%

9%

21%

Food & Beverage

Travel Retail

69%

31%

Airports

Others

98%

2% Airports

Motorways

Railway Station

Others

47%

44%

4% 5%

Food & Beverage

Travel Retail

67%

33%

6

Global Leader Operating in Food & Beverage and Travel Retail Concessions Autogrill Group: 2012 Snapshot

In business for over 100 years, AGL is the

global leader in travel concessions, with a

market capitalization of c.€2.3bn(1),

generating c. €5.8bn in sales and €617m in

EBITDA as of FY 2011

Over 5,300 restaurants and stores

under management

c. 63,000 employees worldwide

Geographically spread across 35 countries

all around the world

Strong leadership in US, Italy and UK

Focused on transportation sectors

63% of sales generated in airport

terminals

30% in motorway service areas

Superior international, national and

regional brand portfolio

FY 2011 Breakdown

Food & Beverage Travel Retail

By

Div

isio

n

Sale

s b

y C

han

ne

l

Sales EBITDA

€5,845m €617m € 4,024m €1,821m

Only Food & Beverage Only Travel Retail Travel Retail/Food & Beverage

____________________ Note: Company’s Documents (1) Based on December 31, 2012 market values and latest public available information to date

AGI

Italy

Spain

UK

Other EU

RoW

32%

23%

15%

11%

13%

6%

7

2011 Sales: €5,845m 1996 Sales: €875m

Successful Diversification Strategy Revenue Evolution Over 15 Years

By

Co

un

try

By

Sect

or

By

Ch

ann

el

63%

30%

2% 5%

100%

13%

87%

5%

95%

Food &

Beverage

Travel Retail

69%

31%

____________________ Note: Company’s Documents

F&B Travel Retail Food & Beverage

Motorways Airports Others Railway Stations

Italy US Spain UK Other EU RoW

8

Two Major Step Changes in 1999 (HMS) and 2005 (Aldeasa) Acquisition Track Record

1999 2000 2002 2003 2005 2007 2008 2010

Acquisition of both World Duty

Free, UK’s leading travel retail &

duty-free operator, and the

remaining 50% of Aldeasa Expansion in

Canada and consolidation of market position in Spain through the acquisitions of Lettuce and

Receco

First entry into travel retail

business through the

acquisition of 50% stake in

Aldeasa

Market consolidation in North

America through the acquisition

of Anton

Acquisition of Alpha enabled

Autogrill to enter the exclusive UK

market, the most important in

Europe in the retail sector

Disposal of Alpha Flight,

expression of Autogrill’s intention

to focus only on food & beverage

and travel retail

Entrance into the Swiss market

through the acquisition of

Passaggio

Take-over bid for Host Marriott

Services, leading operator in Food

& Beverage and Retail services for

travelers in America

2,651 3,041 3,267 3,315 3,143 3,182

3,529 3,929

4,861

5,795 5,728 5,704 5,845 11.6% 12.3% 11.7% 12.1%

13.3% 13.7% 13.5% 13.1% 11.6%

10.4% 10.6% 10.6% 10.6%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

% EBITDA Margin Net Sales (€m) ____________________ Note: Company’s Documents

F&B-related Transaction TR-related Transaction

9

Performing Top Players in Respective Sectors F&B/Travel Retail Snapshot

Description

Sales

Breakdown

Positioning vs. Key Comps

(Revenues 2011FY €bn) (1)

#1 world provider of F&B services for travelers in the two largest markets (Europe and North America)

Over 1,100 locations

Operating along motorways, railway stations and airports

Offerings geared primarily to domestic travelers and strongly influenced by local tastes and customs

Use of a wide range of proprietary and licensed brands

2011FY Revenues of €4.0bn and EBITDA of €414m (pre-Headquarter costs)

Food & Beverage Travel Retail

One of the world's leading airport retail operators in a fragmented market

Over 100 locations

Operations mainly focused on Europe

Strong presence in the UK and Spain, followed by the Middle East, Americas and Asia

Serving a mostly international clientele with a wide range of products (i.e. fragrances and cosmetics, spirits, tobacco and other travel-related retail products)

2011FY Revenues of €1.8bn and EBITDA of €228m

Airports

Motorways

Railway Stations

Others

47%

44%

4% 5%

By Channel

US

Italy

France

Switzerland

RoE RoW

45%

34%

6% 3%

11% 1%

By Geography

Airports

Others

98%

2%

By Channel

Spain

UK

RoW

38%

48%

22%

By Geography (1)

17.4

16.8

4.0

2.1 1.4

0.3

Compass Sodexo AGL SSP Elior IMC

1.9 1.8

1.3 1.3 1.3

Dufry WDF Nuance LS Travel Retail

Heinemann

____________________ Note: Company’s Documents (1) Reported revenues for airport retail operations only

Autogrill trading @ discount vs. peers

Spin-off of F&B And TR divisions would facilitate expression of

hidden value potential

____________________ Note: Company’s Documents (1) Include Compass and Sodexo 10

Autogrill S.p.A.

100%

59%

Schema34 S.r.l.

Food & Beverage, Travel Retail and

Duty Free

Autogrill: ~5.5x

vs.

Dufry: ~10.0x

Contract Manufacturers(1)

: ~9.0x

EV/ EBITDA FY+1

EDIZIONE SRL

How to Unlock Autogrill Real Valuation? Edizione Situation Assessment

Demerger of Travel & Retail Kick Off: Jan 2013

11

Food & Beverage Travel Retail

2 Distinctive Business Models The Demerger Rationale

Attractive Industry and Growth Prospects

Smaller Scale, Among Industry Leaders

Currently Over Exposed to EU,

with Increasing Exposure to Emerging Markets

~100% Airports

Limited Annual Investments

Focus on Growth

Fragmented Market, Significant Consolidation Opportunities Available

Mature and Highly Competitive Industry

Significant Scale of Operations, #1 in Relevant Markets

Global Business

Diversified by Channel

Capital Intensive

Business Model Rationalization and Channel/Geographic Refocus

Business Expansion Mainly from Transformational Combinations

12

13

Strategic and Financial Considerations The Demerger Rationale

Achieve the necessary flexibility in pursuing strategic and financials options

F&B: Rationalization of business model and geographic / channel repositioning

TR: Focus on growth, leveraging on its enviable portfolio concessions’ length (8+ average life)

Unlock the value potential of WDF, in part unexpressed

“Clean” the equity stories of the two newly formed companies

Explore potential M&A transactions, even “transformational”

No significant synergies between businesses

Improved financial communication

14

Key Steps to Ensure a Successful Transaction

Amendment of existing debt agreements/ refinancing

Corporate restructuring (e.g. transfer of HMS Host Retail)

Financial restructuring (e.g. extraordinary dividend payment)

Equity story/ repositioning - Marketing

Corporate governance re-definition

Choice of listing venue/ interactions with listing authorities

1

2

3

4

5

6

15

Amendment of Existing Debt Agreements/Refinancing

Travel

Retail

US Private Placement (“USPP”) amendment/ new issuance

Medium-term Financing (Working Capital Facility to HMS Host)

Amendment of existing Revolving Credit Facility (“RCF”)

Refinancing of existing RCF

New Financing

1

BofAML was not only actively involved in the debt advisory process, but also among the main lenders to the Group

~US$500m

Amount

~€650m

~€1.25bn

Food & Beverage

~€700m

~US$300m

Corporate Restructuring

HMS Host Retail (US)

Former Autogrill Shareholders

Listed entity

Travel Retail Food & Beverage

European Subsidiaries

HMS Host

WDF Group SAU

WDF Espana (Spain)

World Duty Free (UK)

(Demerged) (Beneficiary)

Listed entity Listed entity

16

2

Leverage Rebalancing Financial Restructuring

€1,035m

(c.€80m)

(€220m)

€735m

0

200

400

600

800

1,000

1,200

1H2013 Net Debt

Cash in From HMS Host Retail USA Sale

Dividends From WDF

1H2013 Net Debt PF

Financial Restructuring

Net Debt/EBITDA: 3.3x

Net Debt/EBITDA: 2.6x

Food & Beverage

Travel Retail

€706m +c.€100m

+€220m €1,026m

0

200

400

600

800

1,000

1,200

1H2013 Net Debt

Price paid for HMS Host Retail USA

Dividends Paid to AGL

1H2013 Net Debt PF

Net Debt/EBITDA: 2.6x Net Debt/EBITDA: 3.8x

(1)

17

3

____________________ (1) After taxes

Retail USA

18

Equity Story/ Repositioning - Marketing

Experienced Management

Team

6

Attractive Industry Dynamics

1

Leading Global Travel Retailer

2

Enviable Portfolio Length

3

Proven, Highly Efficient Business Model

4

A Solid Financial Business

Model

5

4

Choice of Listing Venue

Management Phisical Presence / Proximity

Country Exposure for the Business

Index Inclusion Possibility

Precedent Transactions

Time to Market

Bolsa de Madrid

Borsa Italiana

London Stock Exchange

19

6

20

Key Investors’ Feedback

Structural growth in passenger numbers and relative

affluence through airports

Positive view of Travel Retail sector as a result of greater

capture, higher spend, retail innovation and essentially

getting better at monetising a de facto captive market

Solid and long-term portfolio of concessions should limit

volatility in coming years

Strong position in Beauty/ Fragrances segment

Strong cash flow profile

Strong management team

Well positioned to take advantage from the expected European macro-economic recovery

Spin-off has allowed the Company to highlight its US activities (HMS Host)

Strategy plan should restore profitability in the medium term: better formats, better channel/geographical mix and focus on cost cutting

Faster-than-expected growth in emerging markets: sound traffic trends and formats success

Profitable acquisitions and business combinations as key strategic priorities for management: increase scale efficiency and bargaining power on sourcing and when participating in new tenders

Still over exposure in Italy

Still weak general structural traffic trends

Global macro variables that could impact traffic, rising input

costs (food inflation and labour cost) and FX

High leverage may constraint possible M&A and payout in

the short-term as focus would be on debt repayment

Travel Retail Food & Beverage

6.0

7.0

8.0

9.0

10.0

11.0

12.0

13.0

14.0

Oct-12 Nov-12 Dec-12 Jan-13 Mar-13 Apr-13 May-13 Jul-13 Aug-13 Sep-13

Pre Spin-off Share Trading: +44% since Announcement

____________________ Source: Consob, Borsa Italiana

€

LTM +12.3%

Feb 1st From Spin-off Announcement: +43.7%

LTM +73.4%

21

“Autogrill S.p.A. announces that it has begun to study the feasibility of a possible industrial and corporate re-organization designed to separate its two sectors of business, Food & Beverage and Travel

Retail & Duty Free, which might entail a partial, proportional demerger of Travel

Retail business assets and liabilities currently owned by Autogrill”

FTSE MIB Autogrill

22

Price Definition @ Spin-off: Mechanics

Key Considerations for Price Definition @ T0:

Relative size of the businesses to be spun-off in terms of financial profile

Relative valuation of comparable companies in each sub-set

Brokers’ Sum of the Parts (“SOTP”)

Guarantee of adequate free-float liquidity levels on each of the two newly formed entities

No impact on value for shareholders: it comes down to how you split a “pie” in two, where you keep both slices

Differences vs. a Traditional IPO Process:

Punctual definition of share prices without prior indication of a range

No impact of pricing on shareholders’ wealth

No book-building process at the end of marketing activity

Borsa Italiana in charge of price definition @ T0

23

Autogrill Share Price Evolution Since Demerger

Demerger of Autogrill in favour of World Duty Free: AGL +2.2%; MIB +3.1%

ABB on 8.2% ordinary shares of Autogrill S.p.A, corresponding to 9.18% of share capital- AGL(6%) MIB +1.3%

1

2 8 1Q14 result: revenues -3.4% YoY AGL (2.0%); MIB (1.0%)

5

____________________ Source: Consob, Company information, FactSet as at 13 March 2015

9

AGL wins a concession in Indonesia (expected €180m revenues) – AGL +1.5%; MIB +0.2%; SSP +0.3%

7

6 SSP IPO at 210p per share AGL (4%); MIB (2%); SSP +6.1%

4

3

Renewal concession in Copenhagen airport- AGL +3.0%; MIB +2.3%

Oct-13 Dec-13 Mar-14 May-14 Aug-14 Oct-14 Jan-15 Mar-154

5

6

7

8

9

10

0

2

4

6

8

10

12

14

27.8%

36.4%

1

2

3

9 45.8%

8

7

6 5

4

SSP Group AGL Volume Autogrill FTSE MIB

Volume (m) (€, Rebased to AGL)

AGL wins a concession in UK (expected £170m revenues in over 10Y) – AGL +4%; MIB +0.4%

3Q14 result; FY14 guidance revised upward AGL +6.6%; MIB +0.4%; SSP +2.0% FY14 result: revenues +1.6% YoY, EBITDA +5.9% YoY AGL (0.3%); MIB (0.1%); SSP +0.1%

Spin-off Share Price: €5.8

Oct-13 Dec-13 Mar-14 May-14 Aug-14 Oct-14 Jan-15 Mar-156

7

8

9

10

11

12

0

2

4

6

8

10

12

14

16

18

20

24

____________________ Source: Consob, Company information, FactSet as at March 2015

WDF Share Price Evolution Since Demerger

Dufry WDF FTSE MIB WDF Volume

ABB on 8.2% stake – exit price c.€8 per share

WDF (2.5%); Dufry +1.8%; MIB +1.3%

CEO José María Palencia resignation

WDF +0.5%; Dufry (0.1%); MIB (0.2%)

Spain Update: Profit warning – due to Spanish

rental costs. WDF (10.6%); Dufry +1.4; MIB +1.5%

2 4

5

2015-17 Budget Announcement

WDF +3.1%; Dufry (10.4%); MIB +2.4%

6

Nuance Acquisition

WDF (2.1%); Dufry +6.4%; MIB (0.2%)

3 M&A Speculation

WDF +8.9%; Dufry +3.1%; MIB +0.5%

7

27.8%

6.3%

WDF demerger from Autogrill

WDF +9.7%; Dufry +1.4%; MIB +3.1%

1

1

2

3

4

5

6

7

WDF (11.03) and Dufry (12.03) FY14 Results

WDF (0.8%); Dufry +0.4%; MIB 1.8%

8

8 27.1%

(€, Rebased to WDF)

Spin-off Share Price: €7.2

Volume (m)

24%

6% 5%

1 2 3

11.1x

12.3x

WDF Multiple at Spin-Off Dufry-WDF Implied Multiple

15-Jan-15 2-Feb-15 20-Feb-15 11-Mar-15 30-Mar-158

9

10

11

12

0

2

4

6

8

10

12

14

16

18

20

25

____________________ Source: Company information, BofAML estimates, broker consensus, the Moodie Report, Factset

Creation of Undisputed Travel Retail Leader, with ~25% Market Share Dufry Acquisition of Edizione 50.1% Stake in WDF for €1.3bn

Dufry WDF FTSE MIB WDF Volume

Volume (m)

+22.0%

13.9%

16.9%

(€, Rebased to WDF)

Mar 28th: Announcement

Total consideration for Edizione’s 50.1% stake in WDF of c. €1.3bn

Implied offer price of €10.25 per share, at ca. 22% premium vs. 6-month average price

Mandatory Tender Offer obligation on the remaining 49.9%

Implied EV/ EBITDA 2015E of 12.3x

Expected ca.€100m synergies at run-rate

Fully committed ca.€3.6bn debt bridge facility, with ca.€2.1bn equity take-out

Double-digit cash EPS accretion expected from year 2

Closing expected in 3Q 2015, subject to:

Anti-trust clearance

Dufry GM approval of rights issue (part of the funding package)

Presentation of WDF Business Plan; Rumors on a

sale process with Lagardere, Dufry, Lotte

Rumours on three bidders (Dufry, Lotte and

Sunrise Duty Free) admitted to the DD phase

1

1

Rumours on Dufry interest in WDF

2

2 Rumours on non-binding offers from

Lotte and Dufry

3

3

4

4

Announcement

5

Rumours on Benetton family openess to sell the entire WDF stake

5

6

6

Airport Travel Retail Market Share Value Creation since Spin-Off

WDF Share Price Performance since Business Plan Presentation

€1.8bn

€2.6bn +42.4%

Market Cap.

EV/ EBITDA FY+1

7.7x

13.0x

9.8x

11.5x10.7x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

AGL Compass Sodexo WDF Dufry

26

Multiple Re-Rating @ Autogrill (EV/EBITDA ‘13E)

Significant Multiple Re-Rating On Both Legs

7.9x

11.1x

EV/EBITDA AGL EV/EBITDA WDF

____________________ Source: Consob, Company’s Documents, Borsa Italiana, Factset, BofAML IBK Estimates

6.6x

8.8x9.3x

0x

2x

4x

6x

8x

10x

GL Group at Announcement (1 Feb.) AGL Goup Pre Spinn-off (30 Sept.) Pro Forma AGL Group Post Spin-off (1 Oct)

13.0x

9.9x 8.7x

7.7x

11.1x 9.8x

12.2x

9.3x 8.0x

7.2x

10.0x 8.9x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

Compass SSP Elior Autogrill Catering Leisure

6.6x

8.8x

9.3x

AGL Group at Announcement(1 Feb. 2013)

AGL Goup Pre Spin-off(30 Sept. 2013)

Pro Forma AGL Group Post Spin-off(1 Oct. 2013)

27

Key Facts

Jan. 2012: start analysing value enhancing options for Autogrill

Corporate finance study on several financing and strategic alternatives

2H 2012: BofAML and Autogrill start exploring preparatory activities needed for eventual spin off

Amendment and refinancing of debt facilities/rating considerations/corporate re-organisation, tax

Feb 2013: formal announcement on exploratory phase for spin off

Documentation drafting, equity story and positioning, listing considerations

May 2013: spin off formally approved by AGL Board

Fairness opinion

September 2013: Autogrill and World Duty Free investor roadshows

Research and equity salesforce marketing

Since spin-off, substantial re rating and refocusing of the two divisions

Range of services provided by BofAML: M&A, Corporate Finance, Debt Advisory and Lending, ECM advisory

Autogrill Group Today

28

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16

29

____________________ Source: Company information, Factset as of March 2016 as of 7th May 2015 (1) Since SSP IPO (2) Defined on the basis of reference EV/EBITDA FY+1

Elior and SSP public market

listings providing an important

valuation benchmark

Autogrill historically trading at

significant discount vs. peers on

the back of:

Market’s negative

perception from exposure to

Italian Motorways

US engine top line growth

under pressure from

fracturing and aggressive

competition

International growth below

forecasts

Italy FTSE Mib

underperformance vis-à-vis

other EU indices

EBITDA FY+1 Evolution Since SSP / Elior IPOs

Autogrill Average Discount vs. Peers Since SSP / Elior IPOs (2)

Elior 9.3x

Autogrill 6.3x

SSP 9.0x

6.3x7.7x

8.9x

Autogrill Elior SSP

-18%

-30%

Discount vs. Elior Discount vs. SSP

SSP IPO

Elior IPO

Max ∆ vs. SSP

3.5x

Max ∆ vs. Elior

3.2x

Systematically Trading at Discount vs. Peers Autogrill Group Today

Perf. FTSE Mib AGL FTSE 100 SSP CAC 40 Elior

YTD (12.7%) (13.3%) (0.9%) (11.7%) (4.5%) 0.7%

LTM (18.9%) (15.8%) (12.1%) (5.9%) (12.4%) 18.5%

Elior IPO (15.9%) 9.1% (9.6%) 33.0% (2.8%) 30.4%(1) (1)

99

1,790

EBITDA

Revenues 13%

70%

9%

9%

278

2,579

EBITDA

Revenues

376

4,369

EBITDA

Revenues

83%

16% 1%

54% 38%

4% 4%

(€bn) AGL Elior SSP

Market Cap 1.9 3.3 1.4

EV 2.6 4.8 1.7

EV/ EBITDA 16E 6.3x 9.3x 9.0x

30

Different constituents with diverse

profile, both financially and

operationally

HMS Host is significantly undervalued

at current Autogrill market valuation

Europe (c.€107m EBITDA 16E) seems

to contribute nil value to the Group at

current share price

Applying SSP multiple to HMS Host and

Elior multiple to Autogrill could provide

an EV of ~€3.6bn

c.41% higher than current

Blended multiple of 9.1x vs.

current multiple of 6.3x

____________________ Source: Company information, Institutional Equity Research, Factset as of March 2016as of 7th May 2015 Note: Figures by region inclusive of proportional allocation of €25.7m of central corporate costs. Reported breakdown by channel on the basis of 2015FY data (1) Reported figures include HMS Host International Business, mainly concentrated in the airport segment (2) Net of European structure costs

2015A - Autogrill Group (€m)

Airports Motorways

Railway Stations Other

2015A - HMS Host (€m)

Airports

Motorways Other

59%

74%

Airports

Motorways

Railway Station

Other

Proportion of Group’s Revenue

Proportion of Group’s EBITDA

2015A - Autogrill excl. HMS Host (€m)

PMO

41%

26%

8.6%

10.8% 5.5%

HMS EBITDA 16E: €294m

SSP EV/ EBITDA 16E: ~ 9.0x

EV: ~ €2.6bn AGL ex. HMS 16E:

€107m Elior EV/ EBITDA

16E: ~ 9.3x EV: ~ €1.0bn

(1)

(2)

(2)

Europe / Italy as Option Value Autogrill Group Today