Perspectives for TRAINOSE and Greece through the Presence of the FS Italiane Group Ferrovie dello Stato Italiane Group Organizational structure Ministry of Economy and Finance Ministry of Infrastructure and Transport 100% Ferrovie dello Stato Italiane 100% 100% 100% 100% 100% RFI Trenitalia Italferr ANAS Group* Mercitalia Group Rail infrastructure Operator of Railway Roadway infrastructure Integrated logistic manager passenger rail engineering manager and operator operator (rail and road) transport company 51% 55,7% 100% 100% Netinera Group Italcertifer BusItalia Group TX Logistik Other Companies Operator of regional Company for certification Operator Rail freight passenger transport (rail of rail components and of public bus operator (Europe) transport and road) in Germany systems 100% 100% 100% 100% Trenitalia UK C2C Qbuzz Trainose Operator of Local public transport Railway company for passenger rail service company in the passenger and freight rail Netherlands transport in Greece transport in UK 8 *Administrative issues under finalization FS Italiane Group – Strategic plan 2017-2026 Modal Growth in rail transport Integration 1 services abroad Passenger Development of local public transport abroad, 2 mainly relying on the Integrated International international presence of Logistics development the Group by acquisition Growth abroad for the construction of major 3 infrastructure as General Contractor Digital & Integrated customer infrastructure centricity 7 Our financial performance Net result (M€) 552 Year 2017 Revenues 9.299 M€ 2017 Revenue share in foreign markets 15,4 % Staff (employees) 74.436 9,299 Revenues 2017: 1.975 -6,5% Ebitda Revenues 9.299 M (+0,9% vs. 2016) EBITDA 2.313 M (+3,4% vs. 2016) 6,986 Costs 9 Profitability benchmark 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Revenues - M€ 6.703 7.680 7.816 7.821 7.985 8.264 8.228 8.329 8.390 8.585 8.928 9.299 Ebitda Margin - % -9,7% 6,0% 13,2% 17,4% 21,0% 21,6% 23,3% 24,4% 25,2% 23,0% 25,7% 24,9% Ebit Margin - % -28,8% -0,3% 5,7% 5,6% 6,3% 8,0% 8,7% 9,9% 7,9% 7,5% 10,0% 7,7% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Revenues - M€ 32.912 34.528 36.498 33.199 37.530 41.041 42.739 41.960 42.552 43.175 43.391 Ebitda Margin - % 16,5% 16,5% 14,6% 15,2% 12,6% 12,5% 13,7% 11,9% 11,8% 10,0% 10,3% Ebit Margin - % 7,5% 8,4% 7,1% 6,7% 4,8% 5,3% 5,9% 4,2% 4,3% -0,4% 3,4% 2006 2007 2008 2009 *2010 2011 2012 2013 2014 2015 2016 2017 Revenues - M€ 21.965 23.691 25.184 24.882 30.466 32.645 33.820 32.232 29.898 31.393 32.273 33.515 * Ebitda Margin - % 13,4% 11,7% 10,3% 6,8% 7,1% 9,3% 8,5% 8,7% 15,5% 14,1% 12,8% 13,7% Ebit Margin - % 6,2% 6,9% 3,4% -1,8% 4,6% 2,5% 3,5% 0,9% 7,5% -32,2% 6,6% 7,8% FS Italiane Group is the top European player in profitability * Starting from 2014, the consolidated KPI of SNCF include also the KPI of the Infrastructure Manager SNCF Réseau (Integration between the BU SNCF "Infra" and the former GI RFF) Source: Elaborations carried out by FS Italiane based on the Annual Reports of FS Italiane Group, DB and SNCF Group 10 Infrastructure of the national railway network Operating Length Km. 2.780 Km. 2.039 % single 79% % double 21% % electrified 19% % not 81% electrified Untill 79 km/h 736 km. Design 80 -119 km/h 861 km. speed 120-159 km/h 580 km. Over160 km/h 377 km. The main line starts from Piraeus and runs through central Greece to the north, up to the border with FYROM in Idomeni. The main suburban lines serve the cities of Kiato, Corinth, Chalkida, as well as the routes in the Athens area. Other lines are Western Macedonia (Platy - Edessa - Amyntaio - Florina), Eastern Macedonia (Thessaloniki - Strymonas - Alexandroupolis-Ormenio) and the Peloponnese Network Evolution railway sector in Greece 1920 Constitution of the Greek State Railways 1970 OSE only player to manage infrastructure and rail transport (freight and passenger) 2005 Separation of infrastructure management from rail transport activities, through the establishment of TRAINOSE 2007 TRAINOSE becomes operational for freight and passenger transport 2013 Spin - off of maintenance activities of rolling stock from OSE Constitution of ROSCO; 100% of TRAINOSE and ROSCO shares transferred to HRADF. Launch of the privatization process 2017 Ferrovie dello Stato Italiane SpA buys 100% of TRAINOSE ROSCO privatization procedure is ongoing The current structure of the Greek railway sector In September 2017 TRAINOSE entered into the FS Group. RAS (*) Hellenic Republic It’s the first privatization RAEM (*) in the Greek railway Infrastructure sector Management 100% 100% HRADF OSE 100% 100% 100% 100% ROSCO TRAINOSE GaiaOSE ErgOSE (EESTY) Gestione Construction Manutenzione Managementpatrimonio of and Railway Rolling Stock rotabili realimmobiliare estate and e maintenance of operator maintenance rollingrotabili stock railway infrastructures Privatization ongoing (*) Regulatory authorities TRAINOSE – company overview TRAINOSE S.A. is the main railway operator in Greece and provides the following services: traction for the of passengers and freight transport; organization and development of urban, suburban, regional, intercity and international rail and passenger transport; transport by bus; multimodal transport; logistics and related services; other ancillary and secondary activities (i.e. consulting services in the field of rail transport) TRAINOSE – rolling stock 1.160 total rolling stock 68 locomotives 53 diesel locomotives 15 electric locomotives 246 Railcars (self propelled) 171 diesel railcars 75 electric railcars 131 Passenger wagons 24 A class coach 84 B class coach 7 couchettes 14 Restaurants 2 bars 715 Freight Wagons 270 open 51 covered 32 wagons for 274 flat wagons 88 tank wagons wagons wagons motor vehicles 6 TRAINOSE acquisition – FS strategic rationale the acquisition of TRAINOSE is fully consistent with the strategy of strong international development (passenger transport, logistics, infrastructure) of the FS Group it represents a first step in the Greek market of local and extra-urban public transport services, which will be the protagonist of further important privatizations in the next months. It could be a good change to manage the urban services of Athens, Thessaloniki and Patras in synergy with the railway offer, best exploiting the FS know how and expertise to integrate road-rail services it is an opportunity of growth the freight railways transport in the Balkans due to the strategic location of Greece on the corridor TEN-T Core Newtork Orient-East / Med (OEM). TRAINOSE is also servicing the two main Greek ports of Piraeus and Thessaloniki (whose privatization procedure have already been completed), as well as other Greek ports (e.g. Volos, Alexandroupolis). It’s expected a strong growth in traffic volumes to and from Greek ports. significant infrastructure investments are ongoing (financed from EU funds) that will be activated in the 2018/2020 that will allow an upgrading of railway infrastructure (higher speeds on the network, greater infrastructural capacity, reduction in operating costs) and therefore the modernization and improvement of the transport service TRAINOSE - main contractual relationships Maintenance Track Access agreement Agreement GREEK STATE Public Service Rolling Agreement Stock leasing Agreement GAIAOSE Real estate leasing Agreement 12 Rosco and the agreements with the other entities of greek railway sector ROSCO is the main provider of maintenance and repair services TRAINOSE rolling stock in RSLA RSMA RSLA Greece RSMA Flusso di costi legato alle Flusso di ricavi legato locazioni degli assets immobiliari Gaiose al contratto di manutenzione EESSTY SA Costs(durata flow 30 anni) from Revenuedel materiale rotabile flow the leases of real Now it offers its (durata 10 anni) from the estate assets services, maintenance Gaiose (workshops and exclusively, to the contract depos - duration of rolling stock 30 years) main Greek (duration 5+5 railway operator, years) TRAINOSE, acquired by FS in September 2017 ROSC0 – company overview Company description ROSCO was established in 2013 as an independent corporate entity following the spin-off of the rolling stock maintenance unit of OSE. ROSCO is uniquely positioned in the Greek market, being the only rolling stock maintenance provider for all types of rolling stock, including electric and diesel locomotives. ROSCO has entered into a number of long-term lease contracts for the assets (workshops and rail depots) it operates from GaiaOSE. ROSCO has a 10-year contract (5+5) ending in 2027, for the maintenance of the rolling stock operated by TRAINOSE, the sole train operator in the Greek market now Main services Core activities include the provision of services relating to the maintenance, repair, reconstruction and preventive maintenance of rolling stock, other rail materials and other track-based modes. Day-to-day/light maintenance services (e.g. servicing, inspection, examination and repair of defects, scheduled repairs to machines, and scheduled replacement of consumable items of the rolling stock) are undertaken in the rail depots. Rosco privatization procedure - timetable DATE Jul, 21 2016 Relaunch of the Trainose privatization procedure Oct, 17 2016 After submission Expression of Interess, FS is qualified for the next phase of the procedure Oct, 31 2016 Launch due diligence process Dec, 6 2017 Trainose replaces FS as qualified bidder Mar, 6 2018 Trainose submits the Binding Offer Binding Offer evaluation process is currently in progress April, 26 2018 TRAINOSE submits its improved Binfing Offer Rosco acquisition – FS strategic rationale Value creation through the vertical integration of one of the key suppliers of TRAINOSE to take advantage of the strategic and economic benefits connected to the evident industrial synergies existing between two companies.