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

Marco Morelli – Vice Chairman Europe, Middle East & Africa GCIB, CEO BofAML 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

A B C D

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

 First-mover successfully  Self-reinforcing,  Divergence of strategic  Investor-perceived breaks with long- powerful sector trend growth opportunities underperformance in standing sector within businesses business strategy or  Recognition of value convention based on creation with  Return financial policy strategic vision willingness and ability to characteristics  "Undermanaged" replicate  Capital business requirements  SOTP discount  Market position  M&A potential for individual parts

2 Separation Volumes Since 2005

Volume S&P 500 ($bn)

$160 $145 2,400

$5 $116 2,000 $120

$96 1,600

) $10 $15 1

( $80 1,200 $50 $140

US $40 $102 800 $40 $1 $85 $91 $8 $43 400 $26 $49 $33 $0 $15 0 2005 2006 2007 2008 2009 2010 2011 2012 2013

Spin Offs 8 12 11 15 5 7 11 16 14

Split Offs 1 2 4 1 2

Volume Euro Stoxx (€bn) $40 500 €30 €27 €26 400 $30 €20 €9 €5 €18 300

$20 €16 €2 €6

) €14 €9 €2 200 2 €1

( €4 €8 €26 €2 €7 $10 €18 €3 €16 €16 €2 €0.3 €1 100 EU €12 €12 €6 €9 €6 $0 0 2005 2006 2007 2008 2009 2010 2011 2012 2013

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 ______Source: FactSet and Bloomberg and Dealogic Spin Offs Sub IPOs Split Offs (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 3 Autogrill Group Situation Pre-Transaction

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

EDIZIONE SRL

Real Estate and Fashion Food & Beverage, Sport Other Infrastructure and Travel Service Travel Retail and Agriculture Duty Free

67% 100% 100% 100% 1% 33% 70% Benetton Group Rugby/ Basket/ Assicurazioni (2) Italy/ LatAm Eurostazioni S.p.A. Sintonia S.A. S.p.A. Schema34 S.r.l. Volley Generali S.p.A. 59% 2% 40% Grandi Stazioni Autogrill S.p.A. S.p.A. S.p.A. 100% 35% 5%

Pirelli & C. S.p.A Schema28 S.p.A

5% 46% (1) RCS Mediagroup S.p.A Gemina S.p.A. S.p.A. Sector Contribution to Edizione GAV(3) 2% Il Sole 24 Ore S.p.A Unlisted Investment 96% 2% 21% Aeroporti Di Roma Listed Investment Caltagirone S.p.A. Editore S.p.A. 9% 48% 3% Sintonia Prelios S.p.A. Food & Beverage, 22% 2% Travel Retail and Duty Free Gruppo Banca Leonardo S.p.A. Total GAV: €6.1bn

Take-Private Selected Monetization Merger 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 5 Autogrill Group: 2012 Snapshot Global Leader Operating in Food & Beverage and Travel Retail Concessions

 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

Only Food & Beverage Only Travel Retail Travel Retail/Food & Beverage  Strong leadership in US, Italy and UK FY 2011 Breakdown  Focused on transportation sectors Sales EBITDA Food & Beverage Travel Retail  63% of sales generated in airport Others Others terminals Railway Travel Travel Station 5% Airports 2% Retail 4%

Retail  30% in motorway service areas 31% 33%

€5,845m €617m Channel € 4,024m 47% €1,821m 44%

 Superior international, national and 69% 67% By Division By

Food & Food & Sales by by Sales regional brand portfolio Beverage Beverage 98% ______Motorways Airports Note: Company’s Documents (1) Based on December 31, 2012 market values and latest public available information to date 6 Revenue Evolution Over 15 Years Successful Diversification Strategy 1996 Sales: €875m 2011 Sales: €5,845m RoW 5% 6% Other EU 13% AGI

32%

Spain 11%

15% By Country By Italy UK 23% 95%

Italy US Spain UK Other EU RoW

5%

13% 2%

30%

By Channel By 63%

87% Motorways Airports Others Railway Stations

Travel Retail

31% By Sector By 69% Food 100% & F&BTravel Retail Food & Beverage Beverage

______Note: Company’s Documents 7 Acquisition Track Record Two Major Step Changes in 1999 (HMS) and 2005 (Aldeasa)

First entry into travel retail Acquisition of both World Duty Take-over bid for Host Marriott Free, UK’s leading travel retail & Services, leading operator in Food business through the Expansion in acquisition of 50% stake in duty-free operator, and the & Beverage and Retail services for Canada and consolidation of Aldeasa remaining 50% of Aldeasa travelers in America market position in Spain through the acquisitions of Lettuce and Receco

1999 2000 2002 2003 2005 2007 2008 2010

Acquisition of Alpha enabled Disposal of Alpha Flight, Entrance into the Swiss market Market consolidation in North Autogrill to enter the exclusive UK expression of Autogrill’s intention through the acquisition of America through the acquisition market, the most important in to focus only on food & beverage Passaggio of Anton Europe in the retail sector and travel retail

F&B-related Transaction TR-related Transaction

13.7% 13.5% 16.0% 13.3% 13.1% 10.4% 10.6% 10.6% 10.6% 11.6% 12.3% 11.7% 12.1% 11.6% 14.0% 5,795 5,728 5,704 5,845 12.0% 4,861 10.0% 3,929 8.0% 3,529 3,041 3,267 3,315 3,143 3,182 6.0% 2,651 4.0% 2.0% 0.0% 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

______Note: Company’s Documents Net Sales (€m) % EBITDA Margin 8 F&B/Travel Retail Snapshot Performing Top Players in Respective Sectors

Food & Beverage Travel Retail

 #1 world provider of F&B services for travelers in the two largest markets  One of the world's leading airport retail operators in a fragmented market (Europe and North America)  Over 100 locations  Over 1,100 locations  Operations mainly focused on Europe  Operating along motorways, railway stations and airports  Strong presence in the UK and Spain, followed by the Middle East, Description  Offerings geared primarily to domestic travelers and strongly influenced by Americas and Asia local tastes and customs  Serving a mostly international clientele with a wide range of products (i.e.  Use of a wide range of proprietary and licensed brands fragrances and cosmetics, spirits, tobacco and other travel-related retail  2011FY Revenues of €4.0bn and EBITDA of €414m (pre-Headquarter costs) products)  2011FY Revenues of €1.8bn and EBITDA of €228m By Channel By Geography By Channel By Geography (1)

Railway Others RoE RoW Others Stations RoW 5% Switzerland 1% 2% 4% 11% 22% Sales France 3% Spain 6% Breakdown US 38% 47% Airports 45% 44% Motorways 34% UK 98% 48% Italy Airports

17.4 1.9 1.8

Positioning vs. 16.8 1.3 1.3 1.3 Key Comps 4.0

2.1 (Revenues 1.4 (1) 2011FY €bn) 0.3

Compass Sodexo AGL SSP Elior IMC Dufry WDF Nuance LS Travel Heinemann Retail ______Note: Company’s Documents (1) Reported revenues for airport retail operations only 9 Edizione Situation Assessment How to Unlock Autogrill Real Valuation?

EDIZIONE SRL

Food & Beverage, Travel Retail and Duty Free 100% Schema34 S.r.l. 59% Autogrill S.p.A.

EV/ EBITDA FY+1 Autogrill: ~5.5x Spin-off of F&B And TR divisions vs. Autogrill trading @ would facilitate expression of discount vs. peers Dufry: ~10.0x hidden value potential Contract Manufacturers(1): ~9.0x

______Note: Company’s Documents 10 (1) Include Compass and Sodexo Demerger of Travel & Retail Kick Off: Jan 2013

11 The Demerger Rationale 2 Distinctive Business Models

Travel Retail Food & Beverage

Attractive Industry and Growth Prospects Mature and Highly Competitive Industry

Smaller Scale, Among Industry Leaders Significant Scale of Operations, #1 in Relevant Markets

Currently Over Exposed to EU, Global Business with Increasing Exposure to Emerging Markets

~100% Airports Diversified by Channel

Limited Annual Investments Capital Intensive

Focus on Growth Business Model Rationalization and Channel/Geographic Refocus

Fragmented Market, Significant Consolidation Opportunities Available Business Expansion Mainly from Transformational Combinations

12 The Demerger Rationale Strategic and Financial Considerations

 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

13 Key Steps to Ensure a Successful Transaction

1 Amendment of existing debt agreements/ refinancing

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

3 Financial restructuring (e.g. extraordinary dividend payment)

4 Equity story/ repositioning - Marketing

5 Corporate governance re-definition

6 Choice of listing venue/ interactions with listing authorities

14 1 Amendment of Existing Debt Agreements/Refinancing

Amount

 US Private Placement (“USPP”) amendment/ new issuance ~US$500m

Food &  Medium-term Financing (Working Capital Facility to HMS Host) ~US$300m Beverage

 Amendment of existing Revolving Credit Facility (“RCF”) ~€700m

 Refinancing of existing RCF ~€650m

Travel Retail  New Financing ~€1.25bn

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

15 2 Corporate Restructuring

Former Autogrill Shareholders

Listed entity Listed entity Listed entity

(Demerged) (Beneficiary)

Food & Beverage Travel Retail

European Subsidiaries WDF Group SAU

HMS Host WDF Espana (Spain)

World Duty Free (UK)

HMS Host Retail (US)

16 3 Financial Restructuring Leverage Rebalancing

Food & Beverage

Retail USA Financial Restructuring Net Debt/EBITDA: 3.3x 1,200 €1,035m Net Debt/EBITDA: 2.6x 1,000 800 (c.€80m)(1) €735m

600 (€220m) 400 200 0 1H2013 Cash in From HMS Host Dividends 1H2013 Net Debt Retail USA Sale From WDF Net Debt PF

Travel Retail

Net Debt/EBITDA: 2.6x Net Debt/EBITDA: 3.8x 1,200 +€220m €1,026m 1,000 +c.€100m 800 €706m 600 400 200 0 1H2013 Price paid for HMS Host Dividends 1H2013 Net Net Debt Retail USA Paid to AGL Debt PF ______(1) After taxes 17 4 Equity Story/ Repositioning - Marketing

1 Attractive Industry Dynamics 6 2 Experienced Leading Global Management Travel Retailer Team

5 A Solid 3 Enviable Portfolio Financial Business Length Model 4 Proven, Highly Efficient Business Model

18 6 Choice of Listing Venue

Bolsa de Madrid Borsa Italiana London Stock Exchange

Management Phisical Presence / Proximity   

Country Exposure for the Business   

Index Inclusion Possibility   

Precedent Transactions   

Time to Market   

19 Key Investors’ Feedback

Travel Retail Food & Beverage

 Structural growth in passenger numbers and relative  Well positioned to take advantage from the expected European macro-economic recovery affluence through airports  Spin-off has allowed the Company to highlight its US activities  Positive view of Travel Retail sector as a result of greater (HMS Host) capture, higher spend, retail innovation and essentially  Strategy plan should restore profitability in the medium term: getting better at monetising a de facto captive market better formats, better channel/geographical mix and focus on cost cutting  Solid and long-term portfolio of concessions should limit volatility in coming years  Faster-than-expected growth in emerging markets: sound traffic trends and formats success

 Strong position in Beauty/ Fragrances segment  Profitable acquisitions and business combinations as key strategic priorities for management: increase scale efficiency  Strong cash flow profile and bargaining power on sourcing and when participating in new tenders  Strong management team

 High leverage may constraint possible M&A and payout in  Still over exposure in Italy the short-term as focus would be on debt repayment  Still weak general structural traffic trends

 Global macro variables that could impact traffic, rising input costs (food inflation and labour cost) and FX

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

€ 14.0 Feb 1st From Spin-off Announcement: +43.7%

“Autogrill S.p.A. announces that it has LTM 13.0 begun to study the feasibility of a possible +73.4% industrial and corporate re-organization designed to separate its two sectors of 12.0 business, Food & Beverage and Travel Retail & Duty Free, which might entail a partial, proportional demerger of Travel 11.0 Retail business assets and liabilities currently owned by Autogrill”

10.0

9.0

LTM +12.3% 8.0

7.0

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

______Autogrill FTSE MIB Source: Consob, Borsa Italiana 21 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

22 Autogrill Share Price Evolution Since Demerger

10 14 (€, Rebased to AGL) Volume (m)

12 9 9 45.8%

36.4% 10 8 27.8%

8

7 1 3

6 4 2 6 5 6 4 7 Spin-off Share Price: €5.8 5 8 2

4 0 Oct-13 Dec-13 Mar-14 May-14 Aug-14 Oct-14 Jan-15 Mar-15

1 Demerger of Autogrill in favour of : 4 Renewal concession in Copenhagen airport- AGL 7 AGL wins a concession in Indonesia (expected €180m AGL +2.2%; MIB +3.1% +3.0%; MIB +2.3% revenues) – AGL +1.5%; MIB +0.2%; SSP +0.3%

2 AGL wins a concession in UK (expected £170m revenues in 5 1Q14 result: revenues -3.4% YoY 8 3Q14 result; FY14 guidance revised upward over 10Y) – AGL +4%; MIB +0.4% AGL (2.0%); MIB (1.0%) AGL +6.6%; MIB +0.4%; SSP +2.0%

3 ABB on 8.2% ordinary shares of Autogrill S.p.A, corresponding 6 SSP IPO at 210p per share 9 FY14 result: revenues +1.6% YoY, EBITDA +5.9% YoY to 9.18% of share capital- AGL(6%) MIB +1.3% AGL (4%); MIB (2%); SSP +6.1% AGL (0.3%); MIB (0.1%); SSP +0.1%

______AGL Volume SSP Group Autogrill FTSE MIB 23 Source: Consob, Company information, FactSet as at 13 March 2015 WDF Share Price Evolution Since Demerger

12 Volume (m) 20 (€, Rebased to WDF)

18

11 16

27.8% 14 10 27.1% 8 12 7

6 9 4 10

8 3 6.3% 8 1 5 6 2

4 Spin-off Share 7 Price: €7.2

2

6 0 Oct-13 Dec-13 Mar-14 May-14 Aug-14 Oct-14 Jan-15 Mar-15

1 WDF demerger from Autogrill 3 Nuance Acquisition 5 Spain Update: Profit warning – due to Spanish 7 M&A Speculation WDF +9.7%; Dufry +1.4%; MIB +3.1% WDF (2.1%); Dufry +6.4%; MIB (0.2%) rental costs. WDF (10.6%); Dufry +1.4; MIB +1.5% WDF +8.9%; Dufry +3.1%; MIB +0.5%

2 ABB on 8.2% stake – exit price c.€8 per share 4 CEO José María Palencia resignation 6 2015-17 Budget Announcement 8 WDF (11.03) and Dufry (12.03) FY14 Results WDF (2.5%); Dufry +1.8%; MIB +1.3% WDF +0.5%; Dufry (0.1%); MIB (0.2%) WDF +3.1%; Dufry (10.4%); MIB +2.4% WDF (0.8%); Dufry +0.4%; MIB 1.8%

______WDF FTSE MIB Dufry WDF Volume Source: Consob, Company information, FactSet as at March 2015 24 Dufry Acquisition of Edizione 50.1% Stake in WDF for €1.3bn Creation of Undisputed Travel Retail Leader, with ~25% Market Share WDF Share Price Performance since Business Plan Presentation 1 2 3 4 5 6  Mar 28th: Announcement Presentation of WDF Rumours on Rumours on three Rumours on Benetton Rumours on Dufry Business Plan; Rumors on a non-binding bidders (Dufry, Lotte and family openess to sell Announcement sale process with interest in WDF offers from Sunrise Duty Free) the entire WDF stake  Total consideration for Edizione’s Lagardere, Dufry, Lotte Lotte and Dufry admitted to the DD phase 50.1% stake in WDF of c. €1.3bn (€, Rebased to WDF) Volume (m)  Implied offer price of €10.25 per 12 20 share, at ca. 22% premium vs. 6- 18 month average price 6 16 11 5  Mandatory Tender Offer 14 4 +22.0% obligation on the remaining 12 49.9% 16.9% 10 3 10 13.9%  Implied EV/ EBITDA 2015E of 12.3x 8 6  Expected ca.€100m synergies at run- 9 1 2 rate 4 2  Fully committed ca.€3.6bn debt 8 0 bridge facility, with ca.€2.1bn equity 15-Jan-15 2-Feb-15 20-Feb-15 11-Mar-15 30-Mar-15 take-out WDF FTSE MIB Dufry WDF Volume

 Double-digit cash EPS accretion Value Creation since Spin-Off Airport Travel Retail Market Share expected from year 2 +42.4% €2.6bn  Closing expected in 3Q 2015, subject 12.3x to: Market Cap. €1.8bn 24%

 Anti-trust clearance EV/ EBITDA FY+1  Dufry GM approval of rights 11.1x issue (part of the funding 6% 5% package) ______Source: Company information, BofAML estimates, WDF Multiple at Spin-Off Dufry-WDF Implied Multiple 1 2 3 broker consensus, the Moodie Report, Factset

25 Significant Multiple Re-Rating On Both Legs 9.3x 10x 8.8x

8x 6.6x 6x

Multiple Re-Rating @ Autogrill (EV/EBITDA ‘13E) 4x

2x

0x 9.3x GL Group at Announcement (1 Feb.) AGL Goup Pre Spinn-off (30 Sept.) Pro Forma AGL Group Post Spin-off (1 Oct) 8.8x 13.0x 14.0x 12.2x 12.0x 11.1x 9.9x 10.0x 9.3x 9.8x 10.0x 8.7x 8.9x 8.0x 7.7x 6.6x 8.0x 7.2x 6.0x 4.0x 11.1x 2.0x

Compass SSP Elior Autogrill Catering Leisure 7.9x

14.0x 13.0x 11.5x 12.0x 10.7x 9.8x 10.0x 7.7x 8.0x AGL Group at Announcement AGL Goup Pre Spin-off Pro Forma AGL Group Post Spin-off 6.0x (1 Feb. 2013) (30 Sept. 2013) (1 Oct. 2013) 4.0x 2.0x 0.0x EV/EBITDA WDF EV/EBITDA AGL AGL Compass Sodexo WDF Dufry

______Source: Consob, Company’s Documents, Borsa Italiana, Factset, BofAML IBK Estimates 26 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

27 Autogrill Group Today

28 Autogrill Group Today Systematically Trading at Discount vs. Peers

EBITDA FY+1 Evolution Since SSP / Elior IPOs

10.0x . Elior and SSP public market Elior listings providing an important 9.3x 9.0x SSP valuation benchmark 9.0x

8.0x . Autogrill historically trading at Max ∆ Max ∆ vs. Elior significant discount vs. peers on SSP vs. SSP 3.2x IPO 3.5x the back of: 7.0x Elior IPO Autogrill . Market’s negative 6.3x 6.0x perception from exposure to Perf. FTSE Mib AGL FTSE 100 SSP CAC 40 Elior Italian Motorways YTD (12.7%) (13.3%) (0.9%) (11.7%) (4.5%) 0.7% 5.0x LTM (18.9%) (15.8%) (12.1%) (5.9%) (12.4%) 18.5% . US engine top line growth Elior IPO (15.9%) 9.1% (9.6%)(1) 33.0%(1) (2.8%) 30.4%

under pressure from 4.0x fracturing and aggressive Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 competition Autogrill Average Discount vs. Peers Since SSP / Elior IPOs (2) . International growth below -30% forecasts -18% . Italy FTSE Mib 8.9x 7.7x underperformance vis-à-vis 6.3x other EU indices

Autogrill Elior SSP

______Source: Company information, Factset as of March 2016 as of 7th May 2015 Discount vs. Elior Discount vs. SSP (1) Since SSP IPO 29 (2) Defined on the basis of reference EV/EBITDA FY+1 Autogrill Group Today Europe / Italy as Option Value

2015A - Autogrill Group (€m) . Different constituents with diverse Railway Stations Other PMO 4% profile, both financially and 4% (€bn) AGL Elior SSP Revenues 4,369 operationally Market Cap 1.9 3.3 1.4 38% 54% EV 2.6 4.8 1.7 . HMS Host is significantly undervalued EBITDA 376 8.6% EV/ EBITDA 16E 6.3x 9.3x 9.0x at current Autogrill market valuation Motorways Airports

. Europe (c.€107m EBITDA 16E) seems to contribute nil value to the Group at current share price

(1) 2015A - Autogrill excl. HMS Host (€m) . Applying SSP multiple to HMS Host and 2015A - HMS Host (€m) Other Other Airports Elior multiple to Autogrill could provide Motorways Railway 1% Station 9% 13% Revenues 2,579 59% 41% Revenues 1,790 an EV of ~€3.6bn 16% 9%

. c.41% higher than current 83% (2) EBITDA 278 10.8% 74% 26% EBITDA 99 5.5% 70% . Blended multiple of 9.1x vs. Airports Motorways

current multiple of 6.3x HMS EBITDA SSP EV/ EBITDA AGL ex. HMS 16E: Elior EV/ EBITDA EV: ~ €2.6bn EV: ~ €1.0bn 16E: €294m 16E: ~ 9.0x €107m (2) 16E: ~ 9.3x

Proportion of Group’s Revenue Proportion of Group’s EBITDA

______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 30 (1) Reported figures include HMS Host International Business, mainly concentrated in the airport segment (2) Net of European structure costs