Impn uebern bc an und in e by Implenia AG

Implenia and Bilfinger Construction Strong together in the European infrastructure market Anton Affentranger, CEO Beat Fellmann, CFO Conference call for analysts and investors Dietlikon, 22 December 2014

Strong together in the European infrastructure market Agenda

ÂŠ Implenia | Conference call for analysts and investors - Bilfinger Construction acquisition | 22.12.2014 | 2

Agenda Themes Transaction Highlights

Introducing Bilfinger Construction

Business rationale

Next steps

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Strong together in the European infrastructure market Transaction Highlights

ÂŠ Implenia | Conference call for analysts and investors - Bilfinger Construction acquisition | 22.12.2014 | 4

Transaction Highlights Acquisition of Bilfinger Construction Topics Structure  100% acquisition of Bilfinger Construction  Full integration  Bilfinger Construction – a sector and area business 

"One brand" strategy

Value & financing  Purchase price based on business plan  Cash payment  Additionally required guarantee lines secured Prospects  Growth of infrastructure market in Europe  Leading infrastructure specialist in Europe  Strategic and operational synergies  Positive contribution to profits © Implenia | Conference call for analysts and investors - Bilfinger Construction acquisition | 22.12.2014 | 5

Transaction Highlights A forward-looking step Our vision 



We develop and build the Switzerland of tomorrow.

 We establish ourselves as an expert for complex infrastructure projects. 

Sustainability is our passion.



We are the partner for customers and employees alike.

Strategic focus



Positioning as infrastructure experts Expert & Premium Builderr



Selective geographic expansion 

Generalist

 Scandinavian markets 

Discounter

Premium

Core markets  German-speaking markets

Infrastructure Specialist

Expert



Export markets  Neighbouring European countries

Transaction Highlights Systematic expansion of international infrastructure business

2006 Merger of Zschokke and Batigroup to form Implenia

2011

2013

2014

Acquisition of Betonmast Anlegg AS, Norway

Establishment of Implenia Salzburg, Austria

Acquisition of Bilfinger Construction, Germany

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Strong together in the European infrastructure market Introducing Bilfinger Construction

ÂŠ Implenia | Conference call for analysts and investors - Bilfinger Construction acquisition | 22.12.2014 | 8

Introducing Bilfinger Construction Leading infrastructure specialist in Western Europe Bilfinger Construction Civil Engineering

Bilfinger Construction's core markets Civil Engineering

Regional & Technical

Production output: EUR ~ 450 million

Production output: EUR ~ 200 million

Employees: ~ 1050

Employees: ~ 800

Services:  Tunnelling (*TBM, D&B)  Special Foundations (excavations, supports, deep foundations)  Civil engineering (bridges, power stations, metros, sound insulation)  Maintenance (tunnels, bridges, parking garages, buildings, etc.)

Regional services:  Civil works and road building  Civil engineering  Turnkey construction

Core markets: - Germany - Norway, Sweden

Core markets: - Southern Germany, Austria - Technologies: worldwide

Main locations

Production output by segment

Technical services:  Formwork construction  Post tensioning  Refurbishment and maintenance of infrastructure facilities

30%

70% Civil Engineering

*) TBM=tunnel boring machines, D&B=Drill & Blast

Regional & Technical

Basis: 2013A

Introducing Bilfinger Construction Sector and regional business with attractive project portfolio Key mobility and energy projects

Sector business 

Excellent sector expertise in infrastructure construction



Leading player in special foundations, civil engineering and tunnelling



Target markets: Germany, Austria, Norway and Sweden



High degree of technical expertise



Attractive project portfolio

U5 (Metro) Berlin

Ship lift Niederfinow

Wehrhahn Line, Düsseldorf

City Line Stockholm

Vasatunnel Stockholm

Major power station Mannheim

Area business 

Strong local presence thanks to regional and technical companies



Specialist services in the civil works, roadbuilding, civil engineering, formwork, regional building construction and other sectors



Core markets are Germany and Austria

Strong together in the European infrastructure market Business rationale

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Business rationale Market recovery and tripling of targetable market Implenia is tripling size of directly targetable market in Europe

Recovery of European infrastructure market 2014 infrastructure investments (in EUR bn)

Switzerland 4%

330 Eastern Europe 8%

320

310

Norway 4% Austria 2%

Rest Western Europe 16%

Sweden 4%

300

31%

290

Germany 17%

Spain 5% 280 UK 11%

270

France 16% 260

Italy 12%

250

Original market 2011

2012

2013

Europa Europe(EC-19) (EC-19)

2014

2015

2016

Westeuropa (EC-15) Western Europe (EC-15)

2017

Additional market Based on infrastructure investment in Europe 2014 Source: Euroconstruct December 2014

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Business rationale Successfully positioned in Europe's most attractive markets GDP and infrastructure growth, size of market (CAGR 2014-17; in EUR bn) 4.5% AAA AA A BBB BB B

4.0% 3.5% 3.0%

Belgium Finland

1.5%

Austria

Netherlands

GDP CAGR 2014-17

0.0% -3.0%

Norway

Portugal

Denmark

Italy

Germany

EUR 50 bn

France

Spain

UK Switzerland

2.0%

0.5%

Sweden

Credit Rating Standard&Poors

2.5%

1.0%

Ireland

Infrastructure volumes CAGR 2014-17 -2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

Source: www.standardandpoors.com, Euroconstruct December 2014

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Business rationale Growing markets and significant investment programmes Solid growth in targeted markets

Infrastructure megatrend gaining in importance  Switzerland

Market growth Output (indexed 2011) 120.0

100.0

99.5

106.2

106.9

99.6

102.7

105.1

83.6

83.2

84.1

86.1

88.4

2013

2014

2015

2016

2017

100.0

80.0

88.4

60.0 2011

2012

Implenia markets "new"



Transport infrastructure investment as stable backbone Market growth Output Implenia markets (indexed 2011) 

120

110 100 90 2012

Road Energy+Water

2013

2014

Railways Others

2015

2016

Rail infrastructure funding (FABI) 2016-2025



Main Roads and Conurbation Transport Fund (NAF) approved by Federal Council



Exit from nuclear by 2034

Norway 

Rest Western Europe



2011



2017

Transport Others Source: Euroconstruct December 2014



National Transport Plan 2014-23 (EUR ~55 bn)

Austria 

"Zielnetz 2025+" rail project needs major investment



Completion of Brenner base tunnel: targeted for 2025

Germany 

EUR 120 billion investment backlog



Car tolls from 2016 for road network expansion



Exit from nuclear planned by 2022



EU 2020 energy transition requires investment

Sweden 

EUR 35 billion investment backlog



National Transport Plan 2014-25 (EUR 68 bn)

Business rationale Complementary geographical expansion in attractive markets Implenia Tunnelling & Civil Engineering, Implenia Norge

Core market

Implenia "New" +

Expansion market

Bilfinger Construction

Core market

Top customers

Core market

Expansion market ÂŠ Implenia | Conference call for analysts and investors - Bilfinger Construction acquisition | 22.12.2014 | 15

Business rationale Expansion and diversification of international business Breakdown of Group production output 2013A International 12%

ex-ante

Breakdown of production output Tunnelling & Civil Engineering and Norge 2013A 1% 1%

100% 90% 80%

4% 41%

70% 50% 40% 30%

Others

Germany

22%

Sweden Norway

57%

Switzerland

20% International 29%

ex-post

28%

Austria

60%

Switzerland 88%

28%

10% 0%

T&CE, Norge (ex ante) T&CE, Norge (ex post)

Wide regional diversification

Switzerland 71%



Perfect geographic fit



Better portfolio risk diversification



Reduction of Swiss exposure

Business rationale Significant strengthening of technical expertise Technical platform – USP

Experience

Project engineering  Comprehensive implementation from planning to execution  Special technical solutions  Choice of different in-house contractual models

(e.g. EPC - Engineering-Procurement-Construction)

Logistics platform  Inventory management/workshops  Strong technical machinery department

Pioneer in foundation engineering and complex civil engineering  New leading provider in Germany and Switzerland  Strong reference portfolio

Technical specialities    

Materials lab Formworks Post tensioning Infrastructure repairs

Business rationale We invest in skills Strong workforce

High level of engineering competence Management 5%



Great (number) and wide (complexity) project experience



Highly qualified employees ensure solid engineering know-how



High level of loyalty - average of 15 years' service



High mobility ("Expat Centre" and around 100 transfers per year)

“Blue Collar” 36%

approx. 1900 employees

“White Collar” 59%

Business rationale Shared culture for more than 15 years Key projects already executed together

NEAT Tunnel, Sedrun 2002-2014

DML Weinberg Tunnel 2007-2014

DML escape and rescue shafts 2008-2009

Kirchenwald Tunnel, Hergiswil

Cultural fit between two partners with excellent reputations

Engineering and service competence     

Quality Precision Reliability Commitment Open and transparent

References  

Many years of experience in project business Union between Germany's and Switzerland's leading providers

2000-2008

Exploratory shaft, Lungern 2000-2003

Core business 

Bilfinger Construction is going back to its roots with Implenia

Business rationale Strong basis for a successful future in the European infrastructure market Summary

«Pole Position» to exploit the infrastructure megatrend

Positioning in healthy, growing markets in Europe

Competitive advantage in European infrastructure market thanks to strong technical platform Investment in skills with a high cultural fit

International reach and critical mass © Implenia | Conference call for analysts and investors - Bilfinger Construction acquisition | 22.12.2014 | 20

Strong together in the European infrastructure market Next steps

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Next steps Transaction to be completed end-Q1

22 December 2014

Signing and announcement of transaction

22 December 2014

Information for analysts and media

February/March 2015

Closing of transaction

24 February 2015

Publication of Implenia annual results for 2014

24 March 2015

Implenia 2015 AGM

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Disclaimer Cautionary note regarding forward-looking statements THESE MATERIALS DO NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR ANY SOLICITATION OR INVITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES, NOR SHALL PART, OR ALL, OF THESE MATERIALS OR THEIR DISTRIBUTION FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION IN RELATION TO ANY SECURITIES. THESE MATERIALS ARE BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION AND ARE STRICTLY CONFIDENTIAL AND MUST NOT BE REPRODUCED, DISCLOSED OR FURTHER DISTRIBUTED TO ANY OTHER PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. THE MATERIALS MIGHT CONTAIN FORWARD-LOOKING STATEMENTS BASED ON THE CURRENTLY HELD BELIEFS AND ASSUMPTIONS OF THE MANAGEMENT OF IMPLENIA AG (THE "COMPANY", AND TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP"), WHICH ARE EXPRESSED IN GOOD FAITH AND, IN THE MANAGEMENT’S OWN OPINION, REASONABLE. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, WHICH MAY CAUSE THE ACTUAL RESULTS, FINANCIAL CONDITION, PERFORMANCE, OR ACHIEVEMENTS OF THE GROUP, OR INDUSTRY RESULTS, TO DIFFER MATERIALLY FROM THE RESULTS, FINANCIAL CONDITION, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. GIVEN THESE RISKS, UNCERTAINTIES AND OTHER FACTORS, RECIPIENTS OF THIS DOCUMENT ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. THE GROUP DISCLAIMS ANY OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR DEVELOPMENTS. OPINIONS AND FORWARD-LOOKING INFORMATION PRESENTED HEREIN ARE BASED ON GENERAL INFORMATION GATHERED AT THE TIME OF WRITING. © Implenia | Conference call for analysts and investors - Bilfinger Construction acquisition | 22.12.2014 | 23