New Concession Agreement and Business Plan
2013-2016
Investor Presentation
Audio Conference
Fiumicino, February 6th 2013
Agenda
OPENING
(Gemina Chairman, Fabrizio Palenzona)
1. 2012 HIGHLIGHTS
(ADR Chief Executive Officer, Lorenzo Lo Presti)
2. NEW CONCESSION AGREEMENT
(Gemina Chief Executive Officer, Carlo Bertazzo)
3. DEVELOPMENT OUTLOOK AND BUSINESS PLAN 2013-2016 HIGHLIGHTS
(ADR Chief Executive Officer, Lorenzo Lo Presti)
4. RATIONALE OF THE POTENTIAL INTEGRATION WITH ATLANTIA
(Gemina Chairman, Fabrizio Palenzona)
5. CLOSING REMARKS
(Gemina Chairman, Fabrizio Palenzona)
Q&A SESSION
1
OPENING
(Gemina Chairman, Fabrizio Palenzona)
2
1. 2012 HIGHLIGHTS
(ADR Chief Executive Officer, Lorenzo Lo Presti)
3
Traffic down in 2012 on weak domestic segment but positive signs from long
haul traffic
2012 passenger traffic (-2,2%) was impacted by a strong decrease in domestic segment throughout 2012 (-7,9%), only
partially offset by resilient international traffic (+1,2%) with Extra-UE traffic rising 3,1% driven by fast growing markets
Passenger traffic: 2012 vs. 2011 (Mln/pax)
Monthly traffic change in 2012 (YoY %)
-2,2%
42,5
-1,1
-0,1
0,3
41,6
% ch.
Q1 12
-1,4%
Q2 12
-0,9%
Q3 12
-0,3%
Q4 12
-6,7%
Dom
Extra-UE
UE
Jan ‘12
Apr ‘12
Jul ‘12
Oct ‘12
Dec ‘12
UE
TOTAL
Extra-EU
Domestic
Δ
2012/2011
-7,9%
-0,7%
+3,1%
4
Alitalia and other domestic carriers had a negative year…
•
•
2012 weak Italian GDP (-2,3%) affected performance of domestic traffic (33% of total traffic) and in particular
Fiumicino's hub-carrier that boasts a 55% share of total Italian traffic
Domestic traffic was also hit by the consequences of Wind Jet's bankruptcy in August 2012 and Blue Panorama's
procedure for composition with creditors
Monthly traffic change in 2012 at Fiumicino (YoY %)
Traffic performance of Alitalia and other carriers
Pax 2012
(mln)
Other
carriers
Pax: 20,3 Mln
Mkt share: 54,9%
Pax: 16,7 Mln
Mkt share: 45,8%
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Total
Mkt
share
(%)
Δ
Δ
2012/2011 2012/2011
(%)
(000/pax)
16,7
45,8
-4,6
-808
- Domestic
- UE
- Extra-UE
9,3
3,6
3,8
55,6
21,6
22,8
-6,4
-6,5
+2,1
-663
-254
+79
Other carriers
Total
20,3
54,9
+0,9
+177
- Domestic
- UE
- Extra-UE
2,6
11,4
6,3
12,8
56,2
31,0
-16,0
+3,6
+4,6
-500
+397
+280
Blue Panorama
Meridiana
easyJet
Wind Jet
Total:
-138.000 pax
-56.700 pax
-15.900 pax
-276.000 pax
-486.600 pax
5
… while long haul segment continued to grow
•
•
2012 international segment rose 1,2% pushed by traffic on long haul routes (+3,1%), in line with last 10-year trend
(CAGR 2002/2012 +6,4%).
International destinations to fast-growing markets attracting high-spending passengers registered two-digit
growth; North American market decrease by 5,4% due to traffic leakages
Rome airport system traffic trend (Mln/pax)
CAGR
2002/2012
2.359
+4,7%
38,3
35,1
30,7
26,3
Fiumicino international destinations (000/pax)
40,0
42,5 41,6
40,9
38,6
CAGR
2002/2012
2.231
+6,4%
32,9
28,1
+8,0%
+0,5%
Δ 2012 vs.
+20,4%
2011(%)
Average
Spend/pax
* (€)
44
+32,6%
+17,7%
52
-
+18,5%
-
+34,2%
-
+19,6%
17
-5,4%
9
* Duty Free, Core Categories and Specialty
6
2012 provided evidence of Fiumicino’s untapped long haul market
potential
•
•
The leisure market (60,9% of 2012 total traffic) is growing thanks to the attractiveness of Rome that is one of 5
most sought-after tourist destinations worldwide
Fiumicino registered an increase in transfer passengers, but still suffers from major traffic leakage effects with 3,3
million passengers reaching their destinations through other hubs. The total potential passengers' market will be
addressed with the new planned infrastructures
Business pax vs. Leisure pax
Different kind of leakages
Other airport in the
Catchment Area
FCO
European
Hub Airport
Destination
Airport
5,0 Million Pax
O&D long haul
traffic
The long haul market potential (2012 data)
Transfer pax vs. O&D pax
+
3,3 Million Pax
leaking traffic
3,2
2,1
1,2
Leakages
%
41%
51%
23%
1,0
0,8
58%
12%
8,3 Million Total
market potential
7
ADR’s major achievements in 2012: new Concession Agreement , changes in
business organization, successfully disposal of direct retail and refinancing
• The new Concession Agreement signed in October 2012 is expected to come into force by the first half of 2013
• ADR business organization was rationalized through spin-offs and disposals to (i) refocus on core activities, (ii)
improve financial flexibility and (iii) improve efficiency and quality of services
• Large part of ADR's debt maturing within 12 months was successfully refinanced
2012 major achievements
New regulatory framework and launch of a 12 billion Euro infrastructure expansion
and action plans to improve quality service with adequate return on shareholders'
capital
New
New Concession
Concession
Agreement
Agreement
Approval
Duty
Duty Free
Free Core
Core
Categories
Categories
Spin-off "ADR
Retail" and
sale to Aelia
- Improvement of services in line with international best practice
- Sale price of 229,4 million Euro equal to 15x 2013E Ebitda, to be achieved in
consideration of the development plan, allowing ADR's debt reduction
Parking
Parking
Spin-off "ADR
Mobility"
- Improvement of services in line with international best practice
- Disposal not executed due to bids not in line with full value potential
Security
Security
Spin-off "ADR
Security"
- Improvement of service level in line with international best practice
- Furthering of cost efficiency practices
Vehicle
Vehicle maintenance
maintenance to
to
third
third parties
parties
Sale of activity
- Exit from a non core/non profitable business activity in line with best practice
- Partnership with a specialized operator
Debt
Debt refinancing
refinancing
New loan
facility
- Early refinancing of 500 million Euro ahead of the new concession agreement in a
challenging financial market
- Underwritten by a pool of 8 banks (6 international and 2 Italian) with a new maturity
date set on February 2015
8
2. NEW CONCESSION AGREEMENT
(Gemina Chief Executive Officer, Carlo Bertazzo)
9
An innovative long-term Concession Agreement with transparent and stable
rules
The new market standard Concession Agreement defines a comprehensive set of transparent and stable rules
valid until 2044 that will enable to capture expected traffic growth and to finance ADR’s investment plan under
a financial markets' common framework
Main fundamentals of the new Concession Agreement
11
Central role of the investment plan for a total consideration of 12 billion Euro expanding
capacity to over 100 million passengers
22
Regulated revenues correlated to allowable costs that guarantee an adequate return of
shareholders' capital
33
New tariff predicated on pure "dual till" system with mechanisms to reward efficiency and quality
achievements
44
Simplification of the tariffs through service bundling
55
Stability and predictability of cash flows that will improve capital markets' attractiveness
66
Clarity of rights and obligations of Concessionaire and Grantor under all circumstances
including conflict issues potentially leading to contract termination
10
The new Concession Agreement's main terms and conditions * (1/2)
Dual-till
Dual-till price
price cap
cap
Tariff
Tariff reviews
reviews
2012
2012 RAB
RAB
(Regulated
(Regulated Asset
Asset
Base)
Base)
New tariffs agreement based on (i) a “price cap” method (“RAB-based), (ii)
bonuses/penalties linked to quality and environmental indicators and (iii) a pure “Dual
Till” with income from non-aviation activity entirely with the airport operator
- Regulatory period of 10 years, divided into 5-year tariff periods
- Annual updates on progresses of capex plan with ENAC and users
Initial RAB of 1,8 billion Euro (of which 1,5 billion Euro depreciated to concession end
and the remainder with average useful life of 14 years)
Allowed
Allowed return
return
Real pre-tax WACC 2013-16 at 11,9% (equal to a nominal post-tax estimated return of
8,6%)
Incremental
Incremental returns
returns
on
strategic
capex
on strategic capex
Real pre-tax WACC is estimated to increase from 2017 by 1% – 2,5% p.a. on
allowances of incremental returns for strategic capex worth 5,4 billion Euro
Operating
Operating costs
costs and
and
their
their inclusion
inclusion in
in
tariffs
tariffs
Traffic
Traffic risks
risks
- Allowed into new tariffs at 2011 values
- Based on (i) planned inflation net of efficiency and (ii) cost elasticity to traffic
- Profit sharing mechanisms at the end of each 5-year regulatory period on extra efficiency
- Traffic variations included in the +/- 5% range will not impact tariffs (cum. traffic in a 5-yr
period)
- Traffic variations higher than +/- 5% will trigger application of “cap” rules at the end of a
5-year period
* For additional information please refer to "ADR's New Concession Agreement, ERA to Come into Effect and
2012 Traffic Performance" available on Gemina website
11
The new Concession Agreement's main terms and conditions (2/2)
Material
Material Adverse
Adverse
Changes
Changes
Comprehensive review of business plan for material changes due to risks
outside of the control of the Concessionaire
Penalties
Penalties
Penalties with a ceiling set at 3% of regulated revenues per year in case of
breach of obligations (e.g. delays in project deliveries)
Indemnity
Indemnity
Recognition of an indemnity for the value of regulated and non-regulated assets
in all cases of early termination and at natural expiry of the concession
Revocation
Revocation and
and
cancellation
cancellation
Withdrawal
Withdrawal
Quality
Quality and
and
environment
environment
- ENAC may revocate the concession exclusively in case of "reasons of public interest”
- ENAC may propose to the relevant Ministries the cancellation in case of serious and reiterated
delay and breach of obligations and loss of financial health requirements
ADR may withdraw from the concession under specific circumstances (including failure
to complete the investments' approval process or lack of agreement with ENAC in
reviewing capex plan and new tariffs)
Set revised at the end of each 5-year tariff period with premia and penalties up to +/- 1%
of regulated revenues
12
New Concession Agreement means new and higher tariffs, but still below
European average
The new Concession Agreement will allow a rise in average tariff (FCO+CIA) by 47,7% but this will not bridge the gap
with European average entirely. The new tariffs will support management strategy to spur long haul routes traffic
Change in tariffs under new Concession Agreement
System tariffs (€) before/after
ERA
Benchmarking European average tariffs *(€)
New tariffs FCO
and CIA (€)
New FCO
breakdown (€)
~27,3
~25,1
-18,6%
32% of total
traffic
+47,7%
~25,1
~17,3
40% of total
traffic
~34,3
28% of total
traffic
* 2012 pre-closing average regulated revenues per paying pax
* AMS, ATH, CDG, CPH, DUB, FRA, LHR,LIS, MAD,MUC, VIE
** Application of new tariff regime is expected to come into force on
March 9th, 2013
13
3. DEVELOPMENT OUTLOOK AND BUSINESS PLAN 2013-2016 HIGHLIGHTS
(ADR Chief Executive Officer, Lorenzo Lo Presti)
14
Update of the Business Plan 2013-2044 of the new Concession Agreement
The Business Plan 2013-2044 attached to the new Concession Agreement has been updated to take into account (i)
provisions included in the Decree of Italy’s Prime Minister (“DPCM”) that sealed the Concession Agreement on December
21 2012, (ii) new traffic dynamics registered after October 2011 (date of last forecasts) and (iii) actual 2012 performance
Main updates of the Business Plan 2013-2044
11
Higher amount of capex in 2013-2016 period for an amount of 325 million Euro according to DPCM
December 21 2012
22
Viterbo low cost airport no longer in the Concession Agreement with relevant capex substituted with
new investments for capacity increase at FCO
33
New traffic projections elaborated in the wake of recent domestic traffic performance (after October
2011)
44
New timetable for investments taking into consideration the coming into force of the Concession
Agreement by the first half of 2013
15
Rome's potential on traffic growth lies in expanding long haul routes
•
•
Global airport traffic is expected to grow both in the mid-term and in the long-term. In terms of revenues per
kilometers the traffic will grow on average 4,7% p.a. in the next 20 years mainly due to long haul traffic from
emerging markets
The growth of long haul traffic to/from emerging markets is linked to the increasing wealth of the middle class that
looks at Rome (one of the 5 most sought-after tourist destination worldwide) as one of the most attractive
destinations. Fiumicino ranks third in Europe, after London and Paris, on international arrivals
Growth trend 2011-2031 by geographical area
International arrivals in Italy from long haul routes (Mln/pax)
CAGR RPK* growth,
2011 - 2031
+1,2%
Total pax Total pax
2010 *
2020 *
North America
6,2 Mln
Europe
+4,2%
3.8%
4.8%
Central
America
4.5%
South
America
* Revenue passenger kilometers
8,6 Mln
Northeast
3.5%
Asia
6.4%
China
5.1%
7.4% 5.0% Southeast
4.8%
Asia
South
Middle
Asia
East
+6,0%
+5,0%
+3,4%
+12,5%
+2,0%
Africa
* Arrivals from Europe are not included
Source: Airbus , Boeing, Condè Nast Readers' Travel Awards 2010 and 2011, Euromonitor International,
World Tourism Organization
16
Rome airport system traffic is expected to grow in the long term driven by
solid global trends
•
•
•
On the ground of solid global trends passenger traffic is expected to reach around 100 million passengers by 2044
(CAGR +2,7%)
Passenger traffic is estimated to grow by 2016 at an average annual rate of +0,7 % with domestic traffic expected to
remain subdued and international traffic constrained by capacity limits
The projections on traffic growth assume the presence of a hub-carrier. In 2012 Alitalia still held 45,8% share of FCO
passenger traffic, but its strategy still remains unclear
Rome airport system passenger traffic trend (Mln/pax)
CAGR %
+2,7%
+1,6%
+4,7%
+3,3%
+0,7%
41,6
CAGR
2012/2016
42,7
Dom: -2,4%
UE: +0,3%
Extra-EU: +3,1%
17
The growing passenger traffic will require an efficient development of a longterm infrastructure plan
•
•
The growing passenger traffic forecasts will require a timely and efficient development of a long-term infrastructure
plan that has been outlined with the technical expertise of Changi (the Singapore airport's management company)
Well conceived staged approach to capacity expansion to meet growth and traffic demand
Growth passenger traffic and capacity at Fiumicino
Traffic
Pier E, F,
T3
Pier A,
T4 /Pier J
T1
Extension
FCO North
1- phase 1
FCO North
1- phase 2
2044
2043
2042
2041
2040
2039
2038
2037
2036
2035
2034
2033
2032
2031
2030
2029
2028
2027
2026
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Mln pax / year
Capacity
FCO
North 2
18
ADR's long-term infrastructure plan will be developed under favorable market
conditions
European airport's capacity and unmet demand
Largest airport capacity expansion in Europe
(Mln/pax)
Total Capacity – European airports
Airport
Passengers – European airports
Capacity Increase
Rome-FCO
65
Athens International
35
Frankfurt
32
London-Heatrow
25
Birmingham
23
Manchester
22
Munter/Osnabruck
20
London-Stansted
18
Amsterdam-Schipol
15
Barcelona
15
Passengers non accommodated
600
500
2,600
400
2.200
300
200
1.800
100
2029
2027
2023
2021
2019
2017
2015
0
2013
1.400
Pax non accommodated (million)
3.000
2011
•
The long term infrastructure plan will be developed under favorable market conditions. The largest airports in
Europe will be completely saturated by 2018 whilst the demand will grow with an average annual rate of 3,5% vs.
2,5% of the supply. On current European airports plans (including ADR) the infrastructure are insufficient to met
expected traffic growth in the next coming years
Fiumicino has presented the largest long-term airport capacity expansion plan in Europe
Pax & Capacity (million)
•
Source: ACI, Morgan Stanley Research; ADR
19
At the onset of the 12 billion Euro infrastructure development plan
capex will step up vs. historical level
•
•
•
ADR has projected a long-term infrastructure development plan for a total consideration of 12 billion Euro, of which
(i) 4,4 billion Euro Fiumicino South, (ii) 7,2 billion Euro new Fiumicino North, (iii) 0,2 billion Euro to convert
Ciampino into a city airport and (iv) and 0,2 billion Euro of remaining investment
The long-term infrastructure development plan will trigger total job growth of 230.000, of which around 30.000 in the
first ten years
Until 2016 capex is estimated to grow at an average annual amount more than 6x 2012 figure
Mid-term investment plan (Mln/€)
Cumulative capex
2012-2016:
~ 1.260
Main capex
- Renovation of land side terminal and facilities, e.g. area
international arrivals and toilettes (by 2013)
- New pavement in front of the airport (by 2013)
- Construction of new Pier C and expansion of Terminal
3 (within the next 4 years)
- New baggage sorting system (by 2015)
- Extension of parking areas for aircraft (by 2016)
- Renovation of runways and "people mover" to
efficiently connect airport facilities (within the next 4
years)
20
Investments and management actions will improve service quality and
environmental protection
•
•
The long-term infrastructure development plan and management actions will target also substantial improvements
in service quality
FCO quality performance is today below Europe's and world's standards and ADR management has already
launched a series of projects aimed at improving quality and environmental performance targets (including waiting
time at baggage delivery, waiting time at security check, noise control, waste management and energy efficiency).
FCO quality vs. other airports*
* Data provided by Airport Council International on a panel of about 180 world airports (Q4 -2012)
21
Commercial activities are core to improve profitability (1/2)
•
•
•
The commercial activities will continue to be a strategic priority for the airport development and profitability
enhancement
Thorough the life of the new concession commercial revenues will account for around ¼ of total revenues
ADR has defined a Retail Strategic Plan based on the analysis of (i) traffic flows, (ii) space allocation by category/
brand and (iii) design of retail offer layouyt/footprint and is implementing several business initiatives with the
objective of improving services and quality and maximizing profitability in line with international best practice
Core Categories, Special Retail, F&B business initiatives
Royalties 2012 vs. 2011 (000/€)
86
Comm. services
Core
Core
Categories
Categories
Special
Special
Retail
Retail
- Enlargement of commercial offer in terms of sqm (e.g.
construction of the new Pier C with about 11.500 sqm
dedicated to commercial activities and opening of the
first "commercial plaza" in Fiumicino Airport)
- Allocation of spaces by category in line with
international best practice
F&B
Special retail
Core Categories
+9,3%
+30,4%
+6,2%
+10,1%
+3,2%
Revenues per departing pax at FCO* (€/pax)
6,5 €/pax
- Better link between commercial offer and highspending passengers' traffic flows
CAGR
2011/2016
+9,3%
Food
Food &
&
Beverage
Beverage
94
- Revenues per departing pax on Core Categories* (3,6
€/pax) well below European benchmark (6,5 Euro
€/pax) gives rooms for improvement
European
Benchmark 2011
(Frankfurt,
Manchester ,
Madrid,
Amsterdam and
Copenhagen)
* Liquor & Tobacco; Perfume & Cosmetics
22
Commercial activities are core to improve profitability (2/2)
•
•
ADR has defined a Mobility Strategic Plan based on infrastructural development to more than double parking space
in the next 10 years and on management actions under implementation to improve quality of services and revenues
ADR Real Estate strategic guidelines foresee the development of an “Airport City” through the aggregation around
the airport of service facilities
Mobility and Real Estate business initiatives
Mobility
Mobility
Real
Real Estate
Estate
- Increase safety perception, cleaning and maintenance to improve quality perception and to
strength ADR premium position (9.100 parking spaces for passengers) vs. competitors (6.400
parking spaces)
- Improvement of parking business revenues through segmentation of basic products’ offer and
value added services
- Sell parking tickets and value-added services (valet car and executive parking) through airline
network and on-line
- Conversion of free parking areas to paying stalls
- Increase communication of ADR mobility, quality and convenience
- Revenues from mobility are expected to grow in line with traffic growth slightly increasing the
actual revenues per passenger
- Evaluate and plan Real Estate infrastructural projects to increase supply in the service sector
(offices, fueling stations, hotels, logistic warehouses and others) closing a significant gap
respect European airports (2 million sqm of FCO vs. 4,5 million sqm of Amsterdam and 4,2
million of sqm of Frankfurt)
- Some Real Estate projects are planned in the next 3 years relevant to fueling stations (12.000
sqm), rent a car dedicated areas (12.000 sqm), logistic warehouses (130.000 sqm) and a
hotel (250 rooms, 15.000 sqm)
23
ADR's consolidated financials seen on the rise
Rises in tariff and traffic in the wake of additional capacity offering are expected to result into a growth of revenues and
expected Ebitda margin (from 52% in 2012 Pro-Forma post sale of Duty Free Core Categories to 61% in 2016); net
debt is expected to rise to 2016 on implementation of capex plan, that is expected to be 2/3 financed by cash flow from
operations
ADR Group revenues* (Mln/€)
ADR Group Ebitda* (Mln/€)
ADR Group net debt* (Mln/€)
~300
CAGR
2012/2016
CAGR
2012/2016
+15%
+18,6%
Ebitda
margin
**
49,5%
52,9%
61,0%
**
* All data refers to ADR Consolidated figures, Italian GAAP
** 2012 pro-forma considers full year effect for the Direct Retail and Vehicle Maintenance disposals as they
were occurred on January 1st 2012
24
Gemina-ADR's promising future with some challenges in the near term
Main challenges
Main opportunities
Biggest
Biggest development
development
project
project in
in Europe
Europe
Capex
Capex
To execute timely and efficiently an highly concentrated
investment plan and in an amount significantly higher than
historical levels, with an "investment machine" almost stuck
for the last 10 years
Unique
Unique long-term
long-term
traffic
traffic potential
potential
Service
Service quality
quality
improvement
improvement
Result-oriented management culture to be strengthen.
The overall support of Gemina's shareholder Changi will
be crucial to achieve highest quality standards
Value-oriented
Value-oriented longlongterm
term concession
concession
agreement
agreement
Financial
Financial
resources
resources
To secure long-term funding to a significant
investment plan at competitive terms and conditions
Growing
Growing commercial
commercial
business
business
Traffic
Traffic
development
development
While Gemina-ADR is confident on the capabilities to
attract new airlines, the presence of a Hub-carrier
remains a crucial element for the full development of the
business plan
25
4. RATIONALE OF THE POTENTIAL INTEGRATION WITH ATLANTIA
(Gemina Chairman, Fabrizio Palenzona)
26
Rationale of the potential integration with Atlantia
Gemina-ADR
Gemina-ADR will
will develop
develop the
the biggest
biggest airport
airport project
project in
in Europe
Europe allowing
allowing to
to meet
meet the
the growing
growing
demand
of
global
traffic,
supported
by
a
long-term
regulatory
framework
demand of global traffic, supported by a long-term regulatory framework
Looking
Looking ahead,
ahead, aware
aware of
of our
our strengths
strengths and
and responsibilities,
responsibilities, Gemina
Gemina started
started an
an analysis
analysis of
of
industrial,
industrial, operating
operating and
and financial
financial merits
merits of
of aa potential
potential integration
integration with
with Atlantia,
Atlantia, aimed
aimed at
at creating
creating
value
value for
for all
all stakeholders
stakeholders
In
In this
this context,
context, Gemina
Gemina is
is evaluating
evaluating Atlantia’s
Atlantia’s strengths
strengths in
in terms
terms of
of (i)
(i) management
management skills
skills in
in
executing
executing large
large investment
investment programs
programs on
on critical
critical infrastructures,
infrastructures, also
also considering
considering the
the capabilities
capabilities of
of
the
the group's
group's engineering
engineering and
and construction
construction companies
companies and
and (ii)
(ii) experience
experience in
in securing
securing funding
funding at
at
competitive
competitive costs
costs in
in the
the international
international capital
capital markets
markets
Relevant
Relevant analyses
analyses are
are expected
expected to
to be
be completed
completed by
by mid
mid March
March 2013
2013
27
5. CLOSING REMARKS
(Gemina Chairman, Fabrizio Palenzona)
28
Q&A SESSION
29
Disclaimer
This presentation has been prepared by and is the sole responsibility of GEMINA S.p.A. (the “Company”) for the sole purpose described
herein. In no case may it or any other statement (oral or otherwise) made at any time in connection herewith be interpreted as an offer or
invitation to sell or purchase any security issued by the Company or its subsidiaries, nor shall it or any part of it nor the fact of its distribution
form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This presentation is not for
distribution in, nor does it constitute an offer of securities for sale in Canada, Australia, Japan or in any jurisdiction where such distribution
or offer is unlawful. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America, its territories
or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any U.S. person as
defined in Regulation S under the US Securities Act 1933.
The content of this document has a merely informative and provisional nature and is not to be construed as providing investment advice.
The statements contained herein have not been independently verified. No representation or warranty, either express or implied, is made
as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reliability of the information contained
herein. Neither the Company nor any of its representatives shall accept any liability whatsoever (whether in negligence or otherwise) arising
in any way in relation to such information or in relation to any loss arising from its use or otherwise arising in connection with this
presentation. The Company is under no obligation to update or keep current the information contained in this presentation and any opinions
expressed herein are subject to change without notice. This document is strictly confidential to the recipient and may not be reproduced or
redistributed, in whole or in part, or otherwise disseminated, directly or indirectly, to any other person.
The information contained herein and other material discussed at the presentation may include forward-looking statements that are not
historical facts, including statements about the Company’s beliefs and current expectations. These statements are based on current plans,
estimates and projections, and projects that the Company currently believes are reasonable but could prove to be wrong. However,
forward-looking statements involve inherent risks and uncertainties. We caution you that a number of factors could cause the Company’s
actual results to differ materially from those contained or implied in any forward-looking statement. Such factors include, but are not limited
to: trends in company’s business, its ability to implement cost-cutting plans, changes in the regulatory environment, its ability to successfully
diversify and the expected level of future capital expenditures. Therefore, you should not place undue reliance on such forward-looking
statements. Past performance of the Company cannot be relied on as a guide to future performance. No representation is made that any of
the statements or forecasts will come to pass or that any forecast results will be achieved.
By attending this presentation or otherwise accessing these materials, you agree to be bound by the foregoing limitations.
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