ACS Actividades de Construccion y Servicios : Planes estratégicos, previsiones y presentaciones

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October 2017

Agenda

1. Transaction Overview

1. Rationale for the Combination

2. Profile of the New HOCHTIEF

3. Key takeaways for ACS

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Strategic Rationale for the Transaction

1. Creating a Uniquely Global and Integrated Infrastructure Group around HOCHTIEF

   Investment Grade in both ACS & HOCHTIEF

2. Enhancing ACS financial structure and reducing its risk profile DPS HOT x4 Δ EPS ACS > 20%
3. Increasing total return to shareholders

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   Key Offer Terms

   Transaction Structure

   Offer Consideration

   Conditions

   Funding of the Transaction

   Share issuance

   Listing

   • Voluntary tender offer for the entire issued share capital of Abertis(a):

   • Cash offer price of €18.76 per share represents:

     • Premium of 33% to Abertis 3 month VWAP 13 April 2017(b)

     • Premium of 26% to Abertis 1 month VWAP 13 April 2017(b)

     • Premium of 14% to the existing cash offer announced on 15 May 2017(c)

   • Share alternative consideration of 0.1281 HOCHTIEF shares for each Abertis share:

     • Limited to 24,791,216 new HOCHTIEF shares

     • The newly issued HOCHTIEF shares will be listed immediately as ordinary shares post transaction

   • Minimum acceptance of 50%+1 share of total Abertis share capital

   • Acceptance of the share component offered to Abertis shareholders as share alternative

     • Minimum of 24,791,216 new HOCHTIEF shares accepted

   • Necessary approvals from regulatory and antitrust authorities

   • Transaction supported by fully underwritten debt facilities with an average estimated cost of ~2%

   • Financing structured to maintain solid investment grade rating

   • Share component of offer funded through an in-kind issuance of new shares by HOCHTIEF at 3 month VWAP (€146.42 per share)

     • ACS waived subscription rights to support share issuance

   • Parallel cash capital increase for HOCHTIEF minorities at 3 month VWAP (€146.42 per share)

   • HOCHTIEF has the intention to promote the delisting of Abertis shares

   • It is intended that the Combined Company will be a listed entity on the Frankfurt stock exchange

4. Amounting total of 990.4 million shares.

5. Being the last business day prior to speculation regarding a potential takeover approach.

6. Tender offer announcement communicated to the CNMV as at 15 May 2017.

7. Estimated average annual cost of debt assuming refinancing of bridge facilities.

Note: Here and throughout the presentation the combination of HOCHTIEF and Abertis is defined as the "Combined Company".

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