JUNTA GENERAL DE ACCIONISTAS · Madrid, 2 de junio 2016 JUNTA GENERAL DE ACCIONISTAS. 2 1. 2015...

Madrid, 2 de junio 2016

JUNTA

GENERAL

DE

ACCIONISTAS

2

1. 2015 Highlights

2. 2015 Results

3. OHL’s Position

4. Good Governance & CSR

5. Resolutions Proposal

ANNUAL GENERAL MEETING 2016

Annual General Meeting 2016

ANNUAL GENERAL MEETING 2016 3

1. 2015 Highlights

3

�Strategic Plan 2015-2020Complex Macro

Environment

�Fully underwritten rights issue of €1bn

�Proven working capital recovery during the year

�Successful settlement of Sonatrach litigation €100m

�Execution of a non-core asset disposals plan

�Proactive debt management: €325m Bond issuance 2023 5.50% coupon; New syndicated loan €250m maturing 2018; Simplifying the financial structure of OHL Concesiones and refinancing of investments in Abertis and OHL Mexico

Market Concerns onLeverage & Cash Flow

Generation

�Support from world’s 4 largest auditing firms (Deloitte, PWC, EY and KPMG)

�Legal opinions issued by 3 top-rank law firms (Mijares Angoitia, Garrigues and Jones Day)

�CNMV’s accounting treatment information request, appropriately responded

�CNBV’s final resolution released

OHL MexicoReputational Crisis

Measures Adopted by OHL√2015 Challenges

4

1. 2015 Highlights

2. 2015 Results

3. OHL’s Position






Growing cash EBITDA and Net Income. Reinforced capital structure

2. 2015 Results

5

Revenues€4,369m

EBITDA€967m

Net Income€56m

Total Net Debt€4,007m

Recourse Net Debt€379m

+20.2%

(7.0%)

+139.7%

(28.8%)

(54.2%)

Double-digit growth in Concessions, E&C and Developments

CONSTRUCTION

Lower margins but with highercash conversion

CONCESSIONS

Signficant increase of cash EBITDA

Creating value for our shareholders

Reduction of consolidated leverage to 4.1x from 5.4x

1,3x Recourse Leverage outperforming guidance

2015 Key Financials

Concessions Cash EBITDA€285m

+33.6% Driven by strong traffic growth accross the portfolio

YoY Growth


Commitment to controlling debt and strong liquidity position

2. 2015 Results

€1.9bn recourse liquidity available…€1.9bn recourse liquidity available…Consistent and material reduction in net recourse debt…Consistent and material reduction in net recourse debt…

€m

...leading to a comfortable recourse debt maturity profile...leading to a comfortable recourse debt maturity profile ...complemented by significant liquid value of listed assets...complemented by significant liquid value of listed assets

3.0x

Abertis Market Value

OHL Mexico Market Value

Net Market Value

Net Recourse

Debt

1,645 1,037

Non-recourse financing backed by shares Net Market Value

€m

€m€m

1

2

3

4

1.3x2.5x3.0x2.6x3.0x3.5x

Recourse Net Debt / Recourse EBITDA

Net market value of €1,136m (€1,903m assuming target prices)

Market Value at Target

Prices

Net Recourse

Debt

5.0x

€1,918m -> 1.5x gross recourse debt


Providing the city of Montreal with reference health care structures worldwide

CHUM Hospital. Canada


Most important road infrastructure in Miami and one of the largest public works in Florida

826/836 Motorway junction. USA


A project to improve mobility in one of the most congested highways in Texas

Interstate Highway 35 East de Texas. USA


Recognized by BDI for its efficient environmental management & workplace health

Northern Toll Road. Peru


OHL Mexico’s electronic toll operator with an average daily activity of 360,000 toll charges

Televía. Mexico


60MW EPC project delivering an 80% higher performance than a conventional plant

60 MW cogeneration plant in Veracruz. Mexico


409 hectares destined to: Parques de Mayakoba, Mayakoba Village, Mayakoba Country Club

Mayakoba City. Mexico


First modern tram line in Latin America with a slope of up to 12.5º

Medellin tram line. Colombia


Modernization of the Terminal 2 at Port of Valparaiso

Cerros Valparaiso Terminal. Chile


Extension of Line 3 of the metropolitan underground

Santiago de Chile Metro Line 3. Chile


Over 16,170 unique elements classified of nearly 300 different types

Canalejas Project in Madrid. Spain


Largest waste water treatment plant in Spain in terms of the technology applied to the

biofiltration process. It will give direct service to a population of 800,000 inhabitants

EDAR in Lagares. Spain


Drilling two tunnels below the water table of the Vistula River employing a 12.60m diameter

hydro shield tunnel borer

Tunnels in Gdansk. Poland


It forms part of the most important infrastructure project in the country known as Follo Line

High-Speed Line Ski. Norway


OHL is involved in Spain’s largest contract awarded abroad

Mecca – Medina High Speed Railway. Saudi Arabia


OHL’s first project in the UK to restore the emblematic War Office

Old War Office. United Kingdom


R&D

Experimental paving. Port of Huelva. Spain. Cubipods used in the construction of a seawall in the Port of

Malaga. Spain.

First player to build an infrastructure in Spain through the PPIT* system

*PPIT: Public Procurement of Innovative Technology.

**Field Operational Test on Safe Intelligent and Sustainable Road Operation

has set the beginning of a new way of communication between driver,

vehicle and infrastructure.

FOTsis**, one of the most ambitious European initiatives for the development of new transport technologies


Young Talent Program

Committed to People

OHL Group has deployed 600 jobs, mainly through OHL

Servicios, among people from deprived groups, in

cooperation with entities such as Fundación Integra.

Members of the international Young Talent program.

OHL seeks to engage professionals with strong potential.

600 jobs to encourage labour integration

25

1. 2015 Highlights

2. 2015 Results

3. OHL’s Position






Relevant and Balanced Geographical Exposure (30 countries accross 5 continents)

3. OHL’s PositionSelective Global Presence focused on Home Markets

Home Markets

Other countries

10 in America

� Aruba

� Guatemala

� Canada

� Chile

� Colombia

� USA

� Honduras

� Mexico

� Peru

� Uruguay

11 in Europe

� Bosnia Herzegovina

� Croatia

� Spain

� Slovenia

� Slovakia

� Moldova

� Norway

� Poland

� United Kingdom

� Czech Republic

� Romania

7 in Asia

� Saudi Arabia

� Jordan

� Kazakhstan

� Kuwait

� Turkey

� Vietnam

� Oman

1 in Africa

� Algeria

1 in Oceania

� Australia

Region

∆ GDP

2016E

CPI

2016E

World 3.2% 2.8%

Developed Economies 1.9% 0.5%

USA 2.4% 0.8%

Eurozone 1.5% 0.4%

Emerging Economies 4.1% 4.5%

Mexico 2.4% 2.9%

Spain 2.6% -0.4%


Construction | Successful implementation of the Strategic Plan

3. OHL’s Position

27

Average4.7%

Successful recovery of legacy receivablesSuccessful recovery of legacy receivables Greater weight of developed markets in new contractsGreater weight of developed markets in new contracts

� Improving quality of earnings given higher cash conversion

� Lower but more predictable margins and in line with peers

� Successful resolution of the Oran litigation resulting in therecovery of €100m

2015Revenuess

YoYGrowth

2015EBITDA

YoYGrowth

€3,248m +16.5% €150m (27.3%)

2014 2015

Typically lower margins but higher cash conversion rate

€m 2014 2015 YoY Growth

Claims 964 664 (31.1%)

Provisions 464 323 (30.4%)

Net value of claims 500 341 (31.8%)

OHL Construction has successfully reduced 1/3 of legacy receivables

Legacy projects currently represent <10% of the order book

Peer 1 Peer 3Peer 2 Peer 5Peer 4 Peer 6

Construction EBITDA margin in line with peersConstruction EBITDA margin in line with peers2015 Highlights2015 Highlights


Construction | Focus on Home Markets and improved risk control

3. OHL’s Position

Balanced average project sizeBalanced average project size

Strong and diversified €6.6bn backlogStrong and diversified €6.6bn backlog

Country Size (€m)

High-Speed Line Oslo Ski 261.7

Queens Midtown Tunnel Rehabilitation 213.1

Puebla Elevated Viaduct 17.,8

II Phase Courtland 91.1

Infrastructure Optimization CP5 - CP35 66.5

Parks Medellin River – Industrial Station Tranche 58.6

New awards for a total amount of €2.2bnNew awards for a total amount of €2.2bn

Home Markets82%

Progressive shift of revenues towards Home MarketsProgressive shift of revenues towards Home Markets

2015 Most Relevant New AwardsBetter risk control while having higher cash conversion rates

2014 2015Short-term order book represents 24.3 months of sales

20.4% of order book refers to OHL Concesiones projects

84% of 2015 revenues from Home Markets

HomeMarkets

84%

HomeMarkets

77%


Industrial and Services | Continue gaining scale

3. OHL’s Position

OHL IndustrialOHL Industrial OHL ServicesOHL Services

Full development of EPC projects and O&MFocus on increasing activity in the Power Generation, Mining and Oil &

Gas sectors

Full development of EPC projects and O&MFocus on increasing activity in the Power Generation, Mining and Oil &

Gas sectors

Reference in the Facilities Management industry through IngesanTwo growth models: Consolidation in Spain and Internationalization

Reference in the Facilities Management industry through IngesanTwo growth models: Consolidation in Spain and Internationalization

GrowthConsolidation

Internationalizationtowards AmericanHome Markets

� Consistently increasing revenues and gaining scale� Impacted by negative macro environment and significant fixed costs

incurred to bid for new projects� New project awarded in Mexico to construct a combined cycle plant

for a total amount of €445m

2015Revenues

YoYGrowth

2015EBITDA

YoYGrowth

€352m +50.3% (€21m) (5.6%)

2015Revenues

YoYGrowth

2015EBITDA

YoYGrowth

€199m +37.7% €10m (10.4%)

� Consistently increasing revenues and gaining scale� Pressure on margins given strong competition in the sector

Development of a joint-collaboration model resulting in synergies between

divisions


Concessions| Strong performance across the portfolio

3. OHL’s Position

Key HighlightsKey Highlights High traffic growth across geographiesHigh traffic growth across geographies

� Solid performance mainly driven by the positive trend in traffic flows and toll rates in Mexican concessions

� Total EBITDA -1.0% mainly impacted by a decrease in EBITDA from guaranteed IRR due to the drop in the inflation rate in Mexico during 2015 (+2.13%) vs. 2014 (+4.08%) having a negative impact of €80.2m

Significant growth of cash EBITDA at OHL Mexico toll road concessions

Significant growth of cash EBITDA at OHL Mexico toll road concessions(MXN m)

YoY Growth

Km 2014 2015

Mexico

Amozoc-Perote 123 7.8% 12.1%

Concesionaria Mexiquense 155 4.1% 12.8%

Viaducto Bicentenario 32 (2.3%) 10.1%

Autopista Urbana Norte 9 9.9% 14.3%

Spain

Euroglosa M-45 8 3.2% 6.4%

Autovia de Aragón 56 1.6% 4.0%

Peru

Autopista del Norte 356 11.7% 5.4%

2015Revenues

€445m

YoY Growth

20.5%

2015EBITDA

€820m

YoYGrowth

(1.0%)

2015 CashEBITDA

€285m

YoY Growth

+33.6%

42.3%24.1%27.1%19.4%9.4%16.7%YoY

Growth

(MXN m)


Country Project Type Projects Investment

Chile Highway 3 €1,346m

Peru Highway 4 €1,926m

Colombia Rail/Highway/Port 5 €2,631m

USA Port/Rail 2 $650m

Concessions| Strengthen our already diversified portfolio

3. OHL’s Position

Key EventsKey Events

Successful Asset Rotation1

� Sale of 24.99% of Conmex to IFM for €546m

� Funds will be used for equity commitments in awarded projects in Mexico

� Sale of 28% of Metro Ligero Oeste during 1H2016

New Concession Awards2

� Conexión La Molina-Angamos in Peru

� Awarded in January 2016

� 12km urban road, combining tunnels and ditches

� Expected investment of €460mActive Bidding3

Well-balanced and diversified portfolioWell-balanced and diversified portfolio

8 PROJECTS

1 PROJECT

1 PROJECTS

3 PROJECTS

4 PROJECTS

Consolidate current presence Chile

Mexico Growin the short term Peru

Colombia

Explore specific sectors

Brazil Enter in the medium term

USA

Canada

Focused on strategic geographies


# of Investments Equity Invested (€m)

Spain 4 181.5

Chile 3 87.0

Peru 1 76.5

Colombia 1 27.7

Total 9 372.7

Concessions| Proven track record of value creation

3. OHL’s Position

Direct concessions ex-MexicoDirect concessions ex-Mexico

Significant value potentialSignificant value potential

Current Share Price

Brokers Target Price

Upside Potential

Stake Upside Potential

€ 12.5 € 14.4

MXN 21.9 MXN 32.9

+15.0%

+50.3%

Young toll roads portfolioYoung toll roads portfolio

Proven track record creating value through asset rotationProven track record creating value through asset rotation

€246m

€521m

Equity Invested

€372.7M

7concessions

2 concessions

Remaining years of the OHL Concesiones toll roads portfolio

Average life: 26.5 years(Years)

2 concessions

2 concessions


OHL Developments promotes singular projects for top-quality tourism

3. OHL’s Position

Mayakobá (Riviera Maya)One of the most exclusive resorts in the

world

Canalejas (Madrid)Development of Four Season’s first hotel

in Spain

Old War Office (Londres)Project to restore and renovate the

emblematic War Office

Second phase under way: Mayakobá City

~17,000 homesRetail area

Second golf course

Considers converting seven historic buildings

Hotel and homesParking

Shopping mall

Will lead to the development of a five-star hotel and luxury apartments in

downtown London

Strong performance of the operating business with like-for-like EBITDA growth of +18.5% driven by the good performance of the hotels in Mayakobá. Increasingly higher occupancy levels, confirming the recovery of the tourism sector in Mexico

Strong performance of the operating business with like-for-like EBITDA growth of +18.5% driven by the good performance of the hotels in Mayakobá. Increasingly higher occupancy levels, confirming the recovery of the tourism sector in Mexico

2015Revenues

YoYGrowth

2015EBITDA

YoYGrowth

€125m +27.2% €8m (44.6%)

2015 Net Book Value

€450M

Like-for-likeGrowth

+18.5%


3. OHL’s Position

Maximization of project profitability andstrengthening of risk control mechanisms

Focus of OHL Group's activity on priority markets and sectors

Industrial and Services to represent 20% of revenue

Maintaining the net recourse debt / recourse EBITDA ratio below 2.0x

Working capital turnaround

83% of total revenues in Home Markets

+50.3% and +37.3% revenue growth for Industrial and Services divisions, respectively

1.3x Recourse Leverage

Fully committed with our Strategic Plan principles …

… having a positive impact on 2015 results

√

√

√

√

√

1

2

3

4

5

Risk management committee implementation

Optimize sustainable cash flow generation and self funding for all

divisions

35

1. 2015 Highlights

2. 2015 Results

3. OHL’s Position






Mejores Prácticas de Buen Gobierno realizadas en 2014


� GenderGenderGenderGender diversitydiversitydiversitydiversity inininin thethethethe compositioncompositioncompositioncomposition ofofofof thethethethe BoardBoardBoardBoard ofofofof DirectorsDirectorsDirectorsDirectors.... Following the appointment of two

women directors OHL comply in advance with the target of 30% women presence in the Board as

established by the 2020 Unified Code.

� AmendmentAmendmentAmendmentAmendment ofofofof Bylaws,Bylaws,Bylaws,Bylaws, RegulationsRegulationsRegulationsRegulations ofofofof thethethethe AGMAGMAGMAGM andandandand RegulationsRegulationsRegulationsRegulations ofofofof thethethethe BoardBoardBoardBoard to introduce the

legislative amendments established to improve corporate governance.

� CapitalCapitalCapitalCapital increaseincreaseincreaseincrease to provide the Company with a more robust and sustainable capital structure.

� TaxTaxTaxTax PolicyPolicyPolicyPolicy approvedapprovedapprovedapproved forforforfor OHLOHLOHLOHL GroupGroupGroupGroup and adherence to the Code of Good Tax Practices drawn up by

the Ministry of Economy and Finance.

Best Good Governance practices taken in 2015


Mejores Prácticas de Buen Gobierno realizadas en 2014


CSR actions taken in 2015

� NewNewNewNew Group’sGroup’sGroup’sGroup’s CSRCSRCSRCSR PolicyPolicyPolicyPolicy in accordance with the recommendations of the new Code of Good

Governance of Listed Companies. Approved by the Board of Directors following a favorable report

from the Audit , Compliance and CSR Committee

� The launch of the Group’s 2015201520152015----2020202020202020 CSRCSRCSRCSR StrategicStrategicStrategicStrategic PlanPlanPlanPlan aligned with United Nations Sustainable

Development Goals (SDGs)

� Renewing our presencepresencepresencepresence inininin thethethethe FTSEFTSEFTSEFTSE4444GoodGoodGoodGood IbexIbexIbexIbex SustainabilitySustainabilitySustainabilitySustainability IndexIndexIndexIndex for 7 running years, recognizing

the commitment of OHL and is a reference for asset management investors interested in companies

that comply with the international ESG (Environmental, Social & Governance) criteria.

� OHLOHLOHLOHL formsformsformsforms partpartpartpart ofofofof thethethethe exclusiveexclusiveexclusiveexclusive CDPCDPCDPCDP ClimateClimateClimateClimate AAAA ----ListListListList group,group,group,group, comprising the 5% top firms across the

world committed with the fight against climate change

� Among the 1111,,,,000000000000 EuropeanEuropeanEuropeanEuropean companiescompaniescompaniescompanies withwithwithwith majormajormajormajor spendingspendingspendingspending inininin R&DR&DR&DR&D according to the 2015 EU

Industrial R&D Investment Scoreboard. According to this report, OHL is ranked 12th among the

European construction companies and is the 17th Spanish company in all industries

38

1. 2015 Highlights

2. 2015 Results

3. OHL’s Position







FirstFirstFirstFirstReview and approval the individual annual accounts and Management Report for financial year 2015 of

Obrascón Huarte Lain S.A., and of its Consolidated Group

SecondSecondSecondSecondApproval the proposal to implement the results of the Company for the year 2015 and distribution of the

dividend

Third Approval the performance of the Board of Directors of the Company during 2015

Fourth Re-election of the Auditors of the Company and of its Consolidated Group

Fifth Re-election of Director

Sixth Appointment of Director

Seventh Authorization for the Company to proceed to acquire treasury stock, directly or indirectly through

subsidiaries or affiliates, pursuant to article 146 of the Corporate Enterprises Law

Eighth Report on the use made by the Board of Directors of the power delegated to it by the Shareholders’

Meeting to issue simple bonds or debentures

Ninth Annual Report on the remuneration received by the members of the Board of Directors for year 2015

Tenth Delegation of authority

Eleventh Reading and approval the Minutes of the Annual General Meeting of Shareholders

Madrid, 2 de junio 2016

JUNTA

GENERAL

DE

ACCIONISTAS

JUNTA GENERAL DE ACCIONISTAS · Madrid, 2 de junio 2016 JUNTA GENERAL DE ACCIONISTAS. 2 1. 2015...

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