162 0 Secondary Eight 0 213 Body Text Chart Colours 0 228 255 MOBY Group 171 Background 255 22 255 90
249 245 Message Box Goldman Sachs International 239 192 204 2016 EMEA Leveraged Finance 179 Conference 0 61 Heading Text September 2016 Graphics source files saved at 80 176 Table Highlight 158 93 \\Iblnp001vf\jewellery2015\RA P\Presentation\GraphicsPrimary \EightPSD\ 34 199 02 Moby Cover ChartLandscape Colours A4 76 234 with bleed.psd 139 251
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243 4 Nov 2015 166
68 From Photoshop, save as JPG and then crop to size for 214 PowerPoint (CTRL-ALT-C) 194 (otherwise it will be distorted) 103
A4 297x210 mm 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 DISCLAIMER 228 255 171 Background 255 22 255 90
249 245 Message Box 239 192 This proprietary presentation (including any accompanying oral presentation, question and answer session and any other document or materials distributed at or in connection with this presentation) (collectively, 2.36” / 5.99cm 204 the “Presentation”) has been prepared by Moby S.p.A. (the “Company”). This Presentation is confidential and has been prepared solely for the use at 2016 EMEA Leveraged Finance Conference held by 179 Goldman Sachs on September 27, 2016. Under no circumstances may this presentation be deemed to be an offer to sell, a solicitation to buy or a solicitation of an offer to buy securities of any kind in any 1.98” / 5.04cm 0 jurisdiction where such an offer, solicitation or sale should require registration, qualification, notice, disclosure or application under the securities laws and regulations of any such jurisdiction. 61 Heading Text 80 176 Table Highlight This Presentation has not been independently verified and contains summary information only and does not purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of 158 any analysis or other evaluation. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, the accuracy, completeness or fairness of the information contained in 93 this Presentation, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein. To the extent available, the industry, market and competitive position data contained in this Presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that Primary Eight 34 the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these 199 Chart Colours 76 publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In light of the foregoing, no reliance may be or should be 234 139 placed on any of the industry, market or competitive position data contained in this Presentation. 251
The information in the Presentation may include statements that are, or may be deemed to be, forward-looking statements regarding future events and the future results of the Company that are based on current 0 expectations, estimates, forecasts and projections about the industry in which the Company operates and the beliefs, assumptions and predictions about future events of the management of the Company. In 173 Page Setup 117 particular, among other statements, certain statements with regard to management objectives, trends in results of operations, margins, costs, return on equity, risk management are forward-looking in nature. 197 Width: 29.7cm (11.69”) Forward-looking information and forward-looking statements (collectively, the “forward-looking statements”) are based on the Company’s internal expectations, estimates, projections assumptions and beliefs as 191 at the date of such statements or information including management’s assessment of the Company’s future financial performance, plans, capital expenditures, potential acquisitions and operations concerning, 231 Height: 21.0cm (8.27”) among other things, future operating results from targeted business and development plans and various components thereof or the Company’s future economic performance. The projections, estimates and Prints as A4 45 beliefs contained in such forward-looking statements necessarily involve known and unknown risks, assumptions, uncertainties and other factors which may cause the Company’s actual performance and 150 0.28” / 0.70cm financial results in future periods to differ materially from any estimates or projections contained herein. When used in this Presentation, the words “expects,” “believes,” “anticipate,” “plans,” “may,” “will,” “should”, 138 “scheduled”, “targeted”, “estimated” and similar expressions, and the negatives thereof, whether used in connection with financial performance forecasts, expectation for development funding or otherwise, are 192 Page Setup should 154 intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those 177 0.64” / 1.63cm suggested by any such statements and the risk that the future benefits and anticipated production by the Company may be adversely impacted. These forward-looking statements speak only as of the date of this only be changed if Presentation. In the view of the Company’s management, this Presentation was prepared by management on a reasonable basis, reflects the best currently available estimates and judgements, and presents, to banker requests a 0 the best of management’s knowledge and belief, the expected course of action and the expected future performance and results of the Company. However, such forward-looking statements are not fact and 159 should not be relied upon as being necessarily indicative of future results. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions of the information, opinions specific size. If this is 227 or any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is the case, note the based except as required by applicable securities laws. banker name and This Presentation contains non-International Financial Reporting Standards (“IFRS”) industry benchmarks and terms, such as “EBITDA” and “Adjusted EBITDA.” The non-IFRS financial measures do not have 226 any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. The Company uses the foregoing measures to help evaluate its performance. As an instructions in this box 0 indicator of the Company's performance, these measures should not be considered as an alternative to, or more meaningful than, measures of performance as determined in accordance with IFRS. The 41 Company believes these measures to be key measures as they demonstrate the Company's underlying ability to generate the cash necessary to fund operations and support activities related to its major assets. Recipients of this Presentation are specifically referred to “Presentation of Financial Information” in the Offering Memorandum.
243 By reading or accessing the Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own 166 analysis and be solely responsible for forming your own view of the potential future performance of the Company's business. Recipients should not construe the contents of this Presentation as legal, tax, 68 regulatory, financial or accounting advice and are urged to consult with their own advisers in relation to such matters. Please note that the Presentation only states: as of 27 September 2016. The information included in this Presentation may be subject to updating, completion, revision and amendment and such information may change materially. No person is under any obligation to update or keep 2.81” / 7.14cm current the information contained in the Presentation and any opinions expressed relating thereto are subject to change without notice. 214 3.16” / 8.02cm 194 103 1 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 TODAY’S SPEAKERS 228 255 171 Background 255 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 179
1.98” / 5.04cm 0 61 Heading Text 80 176 Table Highlight 158 93
Primary Eight 34 Achille Onorato 199 Chart Colours 76 Marco Bariletti 234 139 Moby CEO and Vice Chairman 251 Member of the BoD of Tirrenia-CIN Group CFO 0 Member of the BoD of Toremar 173 Page Setup Executive member of the BoD of 117 Fifth generation of ship owners Tirrenia-CIN 197 Width: 29.7cm (11.69”) 191 231 Height: 21.0cm (8.27”) Prints as A4 45 150 0.28” / 0.70cm 138 192 Page Setup should 154 177 0.64” / 1.63cm only be changed if banker requests a 0 159 specific size. If this is 227 the case, note the banker name and 226 instructions in this box 0 Luciana Russo 41 Head of Finance & Investor Relations 243 166 68 2.81” / 7.14cm
214 3.16” / 8.02cm 194 103 2 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 AGENDA 228 255 171 Background 255 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 179 1.98” / 5.04cm 0 61 Heading Text I. MOBY GROUP AT A GLANCE 80 176 Table Highlight 158 93
Primary Eight 34 II. FINANCIAL REVIEW 199 Chart Colours 76 234 139 251
0 173 Page Setup 117 III. APPENDIX 197 Width: 29.7cm (11.69”) 191 231 Height: 21.0cm (8.27”) Prints as A4 45 150 0.28” / 0.70cm 138 IV. Q&A 192 Page Setup should 154 177 0.64” / 1.63cm only be changed if banker requests a 0 159 specific size. If this is 227 the case, note the banker name and 226 instructions in this box 0 41
243 166 68 2.81” / 7.14cm
214 3.16” / 8.02cm 194 103 3 235 87 145 162 0 Secondary Eight 0 213 Body Text Chart Colours 0 228
255 171 Background 255 22 255 90
249 245 Message Box 239 192 204 I. MOBY GROUP AT A GLANCE 179 0 61 Heading Text 80 176 Table Highlight 158 93
Primary Eight 34 199 Chart Colours 76 234 139 251
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235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 MOBY GROUP AT A GLANCE 228 255 171 Background 255 #1 Italian passenger and freight Ro-Ro transportation operator 22 255 90
249 1 245 Message Box The Group – Key Figures 239 192 2.36” / 5.99cm 204 179 Diversified Revenue Stream (Jun-16 LTM PF) €576m Revenue (Jun-16 LTM PF) 1.98” / 5.04cm 0 Chartering 3% 61 Heading Text 6.3m Pax (FY2015) Olbia Port Operations 1% 80 176 Table Highlight €150m EBITDA adj (Jun-16 LTM PF) Tugboats 4% Other 1% 158 On-board Services 93 37.7k Journeys (FY2015) 3% Pax & Vehicles 2 Subventions 64 Vessels (o.w. 54 owned with a 49% 199 Primary Eight 34 15% 3 Chart Colours 76 7.4m Linear Meters (FY2015) Market Value of €892.5m) 234 Freight Transport Ferries 95% 139 25% 251
0 173 Page Setup 117 197 Width: 29.7cm (11.69”) 191 231 Height: 21.0cm (8.27”) Prints as A4 45 Moby is the #1 Italian passenger and freight Ro-Ro 150 0.28” / 0.70cm 138 4 192 transportation operator with an unparalleled brand Tirrenia-CIN is an Italian passenger and freight Ro-Ro 154 177 0.64” / 1.63cm Page Setup should transportation player, acquired by Moby (40% stake in 2012 and The Company provides also tug services in harbour and offshore only be changed if 100% in 2015) banker requests a 0 under long-term government concessions and manages the 159 specific size. If this is harbour of Olbia Tirrenia-CIN operates freight and passenger routes between 227 Italian mainland and Italian islands of Sardinia, Sicily and the case, note the Moby and its subsidiaries operate freight and passenger routes Tremiti banker name and 226 between mainland Italy and France and the main islands of the instructions in this box 0 Tyrrenian Sea (Sardinia, Corsica, Tuscan Archipelago) 41
Source: Management information; Company’s filings 243 1 The Unaudited Pro Forma Consolidated financial statements on a 12-month basis (“2014PF and 2015PF”) have been prepared, unless otherwise specified, on a basis that is consistent with the accounting policies used in the preparation of our audited consolidated financial statements, which have been prepared in accordance with IFRS. The Unaudited Pro Forma Consolidated Financial Statements (“2014PF and 2015PF”) reflects the main effects of the acquisition of Moby group and Tirrenia/CIN as if it had occurred respectively on January, 1st 2014 and on January, 1st 2015. The Unaudited Pro Forma Consolidated Financial Statements do not purport to represent what the our actual 166 results of operations would have been if the acquisition or the refinancing transactions had actually occurred on the dates assumed, nor is it necessarily indicative of future consolidated results of operations or financial condition. The Unaudited Pro Forma Consolidated Financial Statements are presented for illustrative purposes only and based upon available information and certain assumptions that management believes are reasonable; however, actual results may materially differ from the Unaudited Pro Forma Consolidated Financial Statements. LTM Unaudited Pro Forma income statement as of June 30, 2016 represent the consolidated income statements for the twelve months ended June 30, 2016, obtained by subtracting from the Pro Forma Unaudited Consolidated income statements on a 12-month basis (“2015PF”) the amounts of the Unaudited Pro Forma interim condensed consolidated income statements for the six months ended June 30, 2015 and adding the amounts of the Unaudited Pro Forma interim 68 condensed consolidated income statements for the six months ended June 30, 2016. 2.81” / 7.14cm 2 As of 30-Jun-16. 3 Valuation as of Oct-2015 and estimates the average market value of 49 of our 54 currently owned vessels (excluding the vessel “Albayzin” whose sale to a third party was completed in January 2016). The five vessels not included in the valuation are: (i) the three vessels purchased by Moby in October and November 2015 that we acquired for €17.5 million; (ii) the vessel “Pace” (owned by Moby’s subsidiary Enermar), which has a de minimis value; and (iii) the vessel “Sparviero” (owned by Moby), which is laid-up and being scrapped and has a de minimis value. 214 4 In capacity terms (source: Shippax). 3.16” / 8.02cm 194 103 5 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 MOBY GROUP AT A GLANCE 228 255 171 Background 255 Largest capillary network of routes across the Italian territory 22 255 90
249 245 Message Box 239 192 Moby Group Main Routes Moby Group Business Units 2.36” / 5.99cm 204 179 Ferries 1.98” / 5.04cm 0 61 Heading Text Focus on transportation of 80 Tirrenia-CIN 176 Table Highlight passengers and vehicles mainly in 158 Moby the Tyrrhenian Sea 93 Toremar Part of the revenue stream is Primary Eight 34 generated from on-board services 199 Genova Chart Colours 76 (i.e. catering, shopping shops etc.) 234 Ravenna 139 Livorno The related fleet is comprised of 47 251 Nice vessels 0 173 Page Setup 117 Livorno 197 Width: 29.7cm (11.69”) Tug Boats 191 Piombino Concessions in 8 harbours and 231 Height: 21.0cm (8.27”) Bastia Tremiti ELBA Termoli Islands with a leadership position in all Prints as A4 45 Sardinian ports 150 0.28” / 0.70cm Civitavecchia 138 Bonifacio These services are related to port 192 S.Teresa 177 Page Setup should 154 Naples security operations such as 0.64” / 1.63cm (i) manoeuvre in ports (mandatory or only be changed if Zoom Porto Torres banker requests a 0 Tuscany – Elba Island Olbia Brindisi required by the ship operator) and 159 Arbatax (ii) rescue activity in case of fire or specific size. If this is Livorno 227 shipwrecks the case, note the Gorgona The related fleet is comprised of 17 banker name and Cagliari vessels 226 Port Operations Capraia Piombino instructions in this box 0 Cavo Portoferraio 41 Rio Marina Mainly relates to management of
P.TO S. Stefano Palermo Olbia harbour Pianosa Giglio 243 Catania The related revenue mainly include 166 Giannutri port charges and rental fees 68 2.81” / 7.14cm
Source: Management information 214 3.16” / 8.02cm 194 103 6 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 MOBY GROUP HISTORY 228 255 171 Background 255 Moby Group has a very long and proud history in the ferries and cargo 22 255 90 businesses 249 245 Message Box 239 192 2.36” / 5.99cm 204 1985 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2015 2016 179 1.98” / 5.04cm 0 61 Heading Text 80 Genoa – Bastia Genoa - Olbia Piombino - Olbia Palau – La Piombino - Cavo Nice-Bastia 176 Table Highlight (1989) (Sardinia) Genoa - P. Torres Maddalena (Elba Island) 158 (Sardinia) (Sardinia) 93 New Routes Livorno - Cagliari Civitavecchia – (freight only) Primary Eight 34 Olbia (2000) 199 Chart Colours 76 234 139 Moby Helena (now 251 Moby Wonder Moby Tommy Moby Corse Pietro Manunta) 0 173 Page Setup Sale of 117 Ferries Albayzin 197 Width: 29.7cm (11.69”) 191 Sale of Moby 231 Height: 21.0cm (8.27”) Moby Freedom Moby Drea Moby Aki Moby Otta Freedom Moby Zazà, Prints as A4 45 Moby Kiss 150 0.28” / 0.70cm 138 192 Page Setup should 154 100% 64% 100% 40% 60% 177 0.64” / 1.63cm only be changed if Acquisitions banker requests a 0 159 specific size. If this is And Subsequently Merged 227 the case, note the RCF, Loan and Minority Stake Onorato Armatori Bond banker name and 226 S.p.A. Refinancing instructions in this box 0 Shareholder 100% MOBY Completion of 41 Structure (An Italian Private 100% TIRRENIA-CIN the Reverse Equity Fund) Merger of 243 Onorato Armatori S.p.A 166 into Moby S.p.A 68 2.81” / 7.14cm
214 Source: Management information 3.16” / 8.02cm 194 103 7 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 MOBY GROUP’S COMPETITIVE ADVANTAGE 228 255 171 Background 255 Distinct, valuable owned fleet with extensive route portfolio and capacity 22 255 90 resulting in leading market position 249 245 Message Box 239 192 2.36” / 5.99cm 204 179 1.98” / 5.04cm 0 Difficult to Acquire Assets and Capabilities…. … Create a Unique Offering 61 Heading Text 80 176 Table Highlight Operating in the maritime Unique Offering 158 industry since the 18th Exceptional expertise 93 Strong Heritage century Unique ferries proposition with a strong 34 Solid commercial network with marketing strategy 199 Primary Eight travel agencies and port authorities 76 5th generation of ship- 234 Chart Colours owners Strong and distinctive brand 139 251 - High recognition in key markets Modern and spacious vessels 0 One of the largest fleets guarantying high quality services in 173 Page Setup One of the Only player able to serve with exceptional 117 Largest Fleet in in the Mediterranean Sea terms of comfort and speed quality the high demand in the market 197 Width: 29.7cm (11.69”) 191 the Market Bespoke ferry fleet Customer oriented approach, 231 Height: 21.0cm (8.27”) focused on families Prints as A4 45 150 0.28” / 0.70cm 138 Calling on 29 ports across Frequent rides in order to 192 Page Setup should 154 Differentiated Italy and France accommodate the high season 177 0.64” / 1.63cm demand Challenging to Replicate Business only be changed if Route Offer More than 37k rides Model banker requests a 0 every year as of FY2015 Wide offer of routes 159 Investment to replicate Group’s owned specific size. If this is 1 227 fleet estimated at ~€892.5m the case, note the Strong visual brand thanks to the well-known “whale Exceptional reputation in terms of Brand and heritage not replicable banker name and 226 Well Recognized logo” reliability instructions in this box 0 Brand Government subventions Exclusive partnership Solid customer affiliation 41 with Warner Bros
243 166 68 1 Valuation as of Oct-2015 and estimates the average market value of 49 of our 54 currently owned vessels (excluding the vessel “Albayzin” whose sale to a third party was completed in January 2016). The five vessels not included in the valuation 2.81” / 7.14cm are: (i) the three vessels purchased by Moby in October and November 2015 that we acquired for €17.5 million; (ii) the vessel “Pace” (owned by Moby’s subsidiary Enermar), which has a de minimis value; and (iii) the vessel “Sparviero” (owned by 214 Moby), which is laid-up and being scrapped and has a de minimis value. 3.16” / 8.02cm 194 103 8 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 COMPETITIVE LANDSCAPE 228 255 171 Background 255 Moby Group is the clear market leader in its core market 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm Largest passenger and RoRo transportation provider in Italy 204 179 Market leader in Sardinia with estimated 74% market share for passengers and 73% RoRo at the end of 2016, and market leader in Tuscan Archipelago 1.98” / 5.04cm 0 passenger ferry and cargo 61 Heading Text 80 176 Table Highlight Moby Group Presence in Sardinia Routs vs. Other Operators 2016E Aggregated Market Share in Sardinia 158 93 Grandi Ferry Operator Sardinia Grimaldi Navi Lines Grendi 26 % 27 % 34 Ferries 199 Primary Eight Route Veloci 76 74 % 73 % 234 Chart Colours Olbia-Genova 139 (Seasonal) 251 Olbia-Livorno 2 Pax Ro-Ro 0 Moby Group Other Operators 173 Page Setup 117 Northern Olbia-Piombino 197 Width: 29.7cm (11.69”) Sardinia 231 191 Olbia-Civitavecchia Moby Group, through the Moby and Tirrenia- Height: 21.0cm (8.27”) (Seasonal) (Seasonal) CIN brands, has unparalleled presence in 45 Porto Torres-Genova 150 0.28” / 0.70cm Prints as A4 (Seasonal) Sardinia with a top offering 138 Porto Torres-Civitavecchia 3 192 Page Setup should 154 At the end of Aug-2016 Moby strengthened 177 0.64” / 1.63cm the connections between the Italian only be changed if Cagliari-Marina di Carrara 0 (RoRo) mainland and Sardinia in the freight banker requests a 159 Cagliari-Livorno business, adding another vessel on the specific size. If this is (RoRo) (RoRo) route Olbia-Livorno (Pietro Manunta), in order 227 the case, note the Cagliari-Civitavecchia 1 to increase the frequencies of the already Southern 4 existing connections by adding 6 trips per banker name and 226 Cagliari-Salerno Sardinia (RoRo) week instructions in this box 0 Cagliari-Napoli 41 In 2016 Grimaldi entered in the Olbia- Cagliari-Palermo Livorno, Olbia-Civitavecchia and Cagliari- 243 5 Livorno Cagliari-Genova 166 (RoRo) (RoRo) 68 Route Covered by the Ferry Operator Direct Competitive Route 2.81” / 7.14cm Source: Company information 1 2 3 4 5 214 Stop-over in Arbatax. Livorno-Golfo Aranci route. Route mainly directed to Barcelona, with extra landing in Porto Torres. Route mainly directed to Valencia, with stop-over in Cagliari. Route mainly directed to Palermo. 3.16” / 8.02cm 194 103 9 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 CORPORATE STRATEGY 228 255 171 Background 255 Key strategic objective is on the integration of Moby and Tirrenia-CIN 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 179 1.98” / 5.04cm 0 61 Heading Text High complementarity of Moby and Tirrenia-CIN businesses 80 Exploit commercial 176 Table Highlight 158 and cost synergies Generate synergies primarily as a result of (i) an expected increase in revenue due to 93 1 between Moby and modifications in pricing strategies and increased on-board service on routes serviced by 34 Tirrenia-CIN and (ii) lower costs due to maintenance cost savings from the efficient operation of 199 Primary Eight Tirrenia-CIN Chart Colours 76 the combined fleets and other expense savings 234 139 251
0 173 Page Setup 117 Continue to Initiatives to review and upgrade our catering services on-board, particularly on the Tirrenia-CIN 197 Width: 29.7cm (11.69”) 191 improve customer ships 231 Height: 21.0cm (8.27”) 2 Prints as A4 45 experience and Close contact with customers thanks to the Moby Club (340,000 members) and a newsletter 150 0.28” / 0.70cm 138 strengthen our database of email address 192 Page Setup should 154 brand Bring Tirrenia-CIN ships in-line with Moby standards 177 0.64” / 1.63cm only be changed if banker requests a 0 159 specific size. If this is 227 the case, note the Increase market share over time offering a high number of different routes with an unmatched banker name and 226 Strategically daily frequency at affordable prices instructions in this box 0 expand to nearby 3 Expansion to nearby ports 41 regions Leverage the location of our fleet and our knowhow of the Tyrrhenian Sea 243 166 68 2.81” / 7.14cm
214 3.16” / 8.02cm 194 103 10 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 CORPORATE STRATEGY 228 255 171 Background 255 Update on Moby and Tirrenia-CIN integration synergies 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 In the first half of 2016 some positive effects of the integration between the two companies started to be visible 179 1.98” / 5.04cm 0 61 Heading Text Commercial and marketing 80 176 Table Highlight 158 - Integration among sales channels (i.e. web-sites, travel agencies, ticket offices, call center). 93 Traditionally sales agencies and port’s ticket booth had a predominant role for CIN-Tirrenia, while starting Primary Eight 34 from 2016 the company is leveraging also on Moby marketing channels (web site, Moby German 199 Chart Colours 76 subsidiary for international sales, etc) 234 139 251 - Centralised marketing function across Moby, Tirrenia and Toremar 0 - Benefits also in terms of advanced sales to passengers (+€8.9m in 1H 2016 versus 1H 2015 pro- 173 Page Setup 117 forma) 197 Width: 29.7cm (11.69”) 191 231 Height: 21.0cm (8.27”) On-board services Prints as A4 45 - Upgrade of catering on-board aligning the CIN-Tirrenia fleet to Moby standards, using the same 150 0.28” / 0.70cm 138 partner as Moby, along with improvement of the customer experience on-board (in terms of comfort 192 Page Setup should 154 and services) 177 0.64” / 1.63cm only be changed if - In 1H 2016 CIN-Tirrenia on-board services increased by 23% versus 1H 2015 pro-forma (+€0.7m) banker requests a 0 159 Cost-savings specific size. If this is 227 the case, note the - CIN-Tirrenia fleet maintenance costs recorded a decrease of €8.8m in 1H 2016 versus 1H 2015 pro- banker name and 226 forma, due to synergies in procurement activities instructions in this box 0 Operating Working Capital 41 - CIN-Tirrenia increase in days payables of fuel suppliers led to €6.5m of higher cash generation in 1H 2016 243 versus 1H 2015 pro-forma 166 Source: Management information 1H2016 Unaudited 68 The unaudited Pro Forma Condensed Consolidated Financial Statements for the period ended June 30, 2015 are presented in accordance with IAS 34 and have been prepared solely for comparison with the unaudited condensed consolidated Financial Statements as of June 30, 2016. 2.81” / 7.14cm The unaudited Pro-Forma Condensed Consolidated: - Balance Sheet as of June 30, 2015 reflects the main effects of the acquisitions of Moby S.p.A. and CIN –Tirrenia (Compagnia Italiana di Navigazione S.p.A.) as if they had occurred on June 30 2015, 214 - Income Statement and Cash Flow for the Six and Three Months ended June 30, 2015 reflect the main effects of the acquisitions of Moby S.p.A. and Compagnia Italiana di Navigazione S.p.A. (excluding the extraordinary transaction completed in February 2016 aimed at the re-assessment of the Group financial structure) as if they had occurred on January 1, 2015. 3.16” / 8.02cm 194 103 11 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 HIGHLY QUALIFIED AND EXPERIENCED SENIOR 228 255 171 Background 255 MANAGEMENT TEAM 22 255 Highly experienced, stable and motivated management team with long 90 249 245 Message Box tenure in the ferry sector 239 192 2.36” / 5.99cm 204 179 1.98” / 5.04cm 0 61 Heading Text 80 176 Table Highlight 158 Vincenzo Onorato 93 Fabrizio Palenzona Founder and Chairman
199 Primary Eight 34 Independent Director of Chart Colours 76 Tirrenia-CIN 234 139 251
0 173 Page Setup 117 Achille Onorato Alessandro Onorato 197 Width: 29.7cm (11.69”) 191 Other positions currently held 231 Height: 21.0cm (8.27”) Moby CEO and Vice Moby ED of Sales and Chairman Vice Chairman ‒ Vice Chairman of Unicredit Prints as A4 45 ‒ Chairman of Assaeroporti S.p.A. - Associazione 150 0.28” / 0.70cm 138 Italiana Gestori Aeroporti 192 Page Setup should 154 ‒ Chairman of FAISERVICE SCARL 177 0.64” / 1.63cm Massimo Mura Giuseppe Savarese ‒ Chairman of AISCAT (Italian Association of Toll only be changed if Motorways and Tunnels Operators) banker requests a 0 Tirrenia-CIN CEO COO / MD of Moby 159 ‒ Member of the Board of Directors of ABI - Italian specific size. If this is 26 Years of Experience 26 Years of Experience Banking Association 227 the case, note the ‒ Member of the Executive Committee of Giunta degli banker name and Industriali di Roma 226 ‒ Member of the Board of Directors of Università Luciana Russo instructions in this box 0 Marco Bariletti degli Studi del Piemonte Orientale "Amedeo Moby Head of Finance, 41 Group CFO Avogadro" Treasury and IR 9 Years of Experience 243 6 Years of Experience 166 68 2.81” / 7.14cm
214 3.16” / 8.02cm 194 103 12 235 87 145 162 0 Secondary Eight 0 213 Body Text Chart Colours 0 228
255 171 Background 255 22 255 90
249 245 Message Box 239 192 204 179
0 II. FINANCIAL REVIEW 61 Heading Text 80 176 Table Highlight 158 93
Primary Eight 34 199 Chart Colours 76 234 139 251
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235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 TOP LINE AND PROFITABILITY 228 255 171 Background 255 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 Revenue (€m) Commentary 179 1.98” / 5.04cm 0 588 609 576 2015 was a record year, thanks to (i) improving market backdrop, (ii) 61 Heading Text 80 limited competition, and (iii) low energy prices 176 Table Highlight 158 In 1H 2016, the Group registered a decrease in revenues (-€32.9m) 93 driven by the decrease in the ferry business, in particular in the freight Primary Eight 34 segment. The decrease in revenues was partially offset by lower costs 199 Chart Colours 76 of raw material and services (+€21.8m); considering the increase in 234 139 personnel costs (€3.3m), the resulting EBITDA is €29.3m (-€14.4m if 251 2014 PF 2015 PF Jun-16 LTM PF compared to 1H2015 pro-forma) 0 173 Page Setup 117 197 Width: 29.7cm (11.69”) 191 Adj. EBITDA (€m)1 Hedging Policy 231 Height: 21.0cm (8.27”) Prints as A4 45 Moby: as of the date of the Offering Memorandum (Feb-16), Moby 150 0.28” / 0.70cm 138 20% 27% 26% covered c.89%, 89% and 32% of its 2015 bunker volumes for 2016, 192 Page Setup should 154 2017 and 2018 respectively. At the end of May 2016 the company 177 0.64” / 1.63cm only be changed if 165 150 increased also the 2018 volumes hedged to 89% of its 2015 119 banker requests a 0 bunker volumes 159 specific size. If this is CIN-Tirrenia benefits from a natural hedging due to an automatic 227 the case, note the mechanism based on the Coastal Services Agreement (“CSA”) in banker name and 226 place, where the maximum fares applicable to clients are modified on the basis of the price of the bunker. c.80% of Tirrenia-CIN’s instructions in this box 0 2014 PF 2015 PF Jun-16 LTM PF bunker volumes not otherwise hedged pursuant to the terms of the 41 Coastal Services Agreement (c20% of Tirrenia-CIN’s total needs are Margin covered for 2016 by hedging agreements entered into in July 2015) 243 Source: Management information; The Unaudited Pro Forma Consolidated financial statements on a 12-month basis (“2014PF and 2015PF”) have been prepared, unless otherwise specified, on a basis that is consistent with the accounting policies used in the preparation of our audited consolidated financial statements, which have been prepared in accordance with IFRS. The 166 Unaudited Pro Forma Consolidated Financial Statements (“2014PF and 2015PF”) reflects the main effects of the acquisition of Moby group and Tirrenia/CIN as if it had occurred respectively on January, 1st 2014 and on January, 1st 2015. The Unaudited Pro Forma Consolidated Financial Statements do not purport to represent what the our actual results of operations would have been if the acquisition or the refinancing transactions had actually occurred on the dates assumed, nor is it necessarily indicative of future consolidated results of operations or financial condition. The Unaudited Pro Forma Consolidated Financial Statements are presented for illustrative purposes only and based upon available information and certain assumptions that management believes are reasonable; however, actual results may materially differ from the Unaudited Pro Forma Consolidated Financial Statements. Fleet capex includes refitting in progress at report date. LTM Unaudited Pro Forma income statement as of June 30, 2016 represent the 68 consolidated income statements for the twelve months ended June 30, 2016, obtained by subtracting from the Pro Forma Unaudited Consolidated income statements on a 12-month basis (“2015PF”) the amounts of the Unaudited Pro Forma interim condensed consolidated income statements for the six months ended June 30, 2015 and adding the 2.81” / 7.14cm amounts of the Unaudited Pro Forma interim condensed consolidated income statements for the six months ended June 30, 2016. 1 Adj. EBITDA mainly due to one-off items. 214 3.16” / 8.02cm 194 103 14 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 STRONG CASH FLOW GENERATION AND WELL- 228 255 171 Background 255 INVESTED ASSET BASE 22 255 90
249 245 Message Box Adj. EBITDA1 Structurally Low / Negative OWC (Balance, EoP) 239 192 2.36” / 5.99cm 204 179 Margin 20% 27% 26% 1.98” / 5.04cm 0 4 61 Heading Text 165 80 150 176 Table Highlight 119 158 (3) 93
Primary Eight 34 199 76 234 Chart Colours (52) 139 251 2014 PF 2015 PF Jun-16 LTM PF 2014 PF 2015 PF Jun-16 PF 0 Well-Invested Fleet (Capex) Cash Conversion2 173 Page Setup 117 197 Width: 29.7cm (11.69”) 191 Does not consider disposal 89 231 79% Height: 21.0cm (8.27”) of Albayzin for €38.8m 72% 66% Prints as A4 45 45 61 26% 150 0.28” / 0.70cm 138 25 192 22 40% Page Setup should 154 4 177 0.64” / 1.63cm 21 23 28 only be changed if 2014 PF 2015 PF Jun-16 LTM PF banker requests a 0 2014 PF 2015 PF Jun-16 LTM PF 159 Cash Conversion Cash Conversion (incl. Disinvestments) specific size. If this is Capex Fleet - Recurring Capex Fleet - Extraordinary 227 the case, note the Moby Tirrenia-CIN Group enjoys a structurally low operating working capital with longer supplier payment terms and the advance collection from banker name and 226 passengers more than offsetting the bulk of inventory and receivables instructions in this box 0 Good profitability, sustained by favourable operating working capital dynamics and well managed investments has resulted in a high cash conversion over 41 the past years – Higher capex spend in new fleet additions and refitting of both existing and recently purchased vessels over the last twelve month
243 Source: Management information; Company’s filings The Unaudited Pro Forma Consolidated financial statements on a 12-month basis (“2014PF and 2015PF”) have been prepared, unless otherwise specified, on a basis that is consistent with the accounting policies used in the preparation of our audited consolidated financial statements, which have been prepared in accordance with IFRS. The 166 Unaudited Pro Forma Consolidated Financial Statements (“2014PF and 2015PF”) reflects the main effects of the acquisition of Moby group and Tirrenia/CIN as if it had occurred respectively on January, 1st 2014 and on January, 1st 2015. The Unaudited Pro Forma Consolidated Financial Statements do not purport to represent what the our actual results of operations would have been if the acquisition or the refinancing transactions had actually occurred on the dates assumed, nor is it necessarily indicative of future consolidated results of operations or financial condition. The Unaudited Pro Forma Consolidated Financial Statements are presented for illustrative purposes only and based 68 upon available information and certain assumptions that management believes are reasonable; however, actual results may materially differ from the Unaudited Pro Forma Consolidated Financial Statements. Fleet capex includes refitting in progress at report date. LTM Unaudited Pro Forma income statement as of June 30, 2016 represent the 2.81” / 7.14cm consolidated income statements for the twelve months ended June 30, 2016, obtained by subtracting from the Pro Forma Unaudited Consolidated income statements on a 12-month basis (“2015PF”) the amounts of the Unaudited Pro Forma interim condensed consolidated income statements for the six months ended June 30, 2015 and adding the amounts of the Unaudited Pro Forma interim condensed consolidated income statements for the six months ended June 30, 2016. 1 2 214 Adj. EBITDA mainly due to one-off items. Calculated as (EBITDA – Fleet Capex) / EBITDA. 3.16” / 8.02cm 194 103 15 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 GROUP NET FINANCIAL DEBT 228 255 171 Background 255 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 Net financial debt as of June 30th, 2016 (€m) Key Terms of the Debt Facilities Issued in Feb-16 179 1.98” / 5.04cm 0 61 Heading Text Net Financial Debt June 30, 2016* RCF SS Term Loan SS Notes 80 176 Table Highlight Senior Secured Term Loan 192.2 158 Amount €60m €200m €300m 93 Senior Secured Notes 299.2 Coupon/Margin E+300bps E+300bps 7.75% Primary Eight 34 Revolving Credit Facility¹ - 199 Chart Colours 76 Total Gross Secured Debt 491.4 Maturity 2021 2021 2023 234 139 251 Unsecured Deferred Payment 173.7 Call Protection None 101, 6m NC3 0 Other Financial Liabilities 7.4 173 Page Setup 117 Gross Total Financial Debt 672.5 The February 2016 Refinancing 197 Width: 29.7cm (11.69”) 191 Cash & Cash equivalents (190.8) 231 In February 2016, Onorato Armatori completed a refinancing transaction Height: 21.0cm (8.27”) Other Financial Assets (3.4) Prints as A4 45 which consisted in the issuance of 7.75% € 300m Senior Secured Notes 150 0.28” / 0.70cm Total Cash (194.3) 138 due 2023 and a €260m borrowing by a pool of primary national and 192 Page Setup should 154 Net Total Financial Debt 478.2 international financial institutions, of which €200m Term Loan and €60m 177 0.64” / 1.63cm only be changed if o.w. Net Total Secured Financial Debt 300.5 Revolving Credit Facility, due 2021 banker requests a 0 159 specific size. If this is Net Secured Debt/ EBITDA adj PF Jun-16 LTM 2.0x The proceeds were used to refinance certain existing indebtedness 227 the case, note the banker name and 226 Net Secured Debt / EBITDA adj PF Jun-16 LTM is reduced to 2.0x from 2.2x (Group pro-forma figures for the refinancing and the sale of Albayzin as of instructions in this box 0 December 31st, 2015 ) 41
243 166 1 €60m Revolving Credit Facility utilised for the purpose of providing €4.4m in guarantees 68 * Unaudited 2.81” / 7.14cm
214 3.16” / 8.02cm 194 103 16 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 CURRENT TRADING 228 255 171 Background 255 1H 2016 Revenues Bridge 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 Revenues Evolution (€m) Comments 179 1.98” / 5.04cm 0 61 Heading Text 249.5 The 1H2016 decrease in revenues (-€32.9m) is due to the 80 176 Table Highlight ferries business which represents approx 94% of total revenues. 158 93 0.6 216.5 The 1H2016 revenues evolution of tugboats is related to the Primary Eight 34 Q12016 result, which is offset by the port operations positive 199 (32.9) (0.7) Chart Colours 76 result 234 139 251 Ferries: decreased by 14% versus 1H2015 pro-forma (€32.9m). 0 In details: 173 Page Setup 117 197 Width: 29.7cm (11.69”) – Pax & Vehicles : 4.5% decrease (€3.4m) versus 1H 2015 pro- 191 1H 2015 Ferries Tugboats Port operations 1H 2016 231 forma, driven by the decrease in prices Height: 21.0cm (8.27”) Pro-forma 150 0.28” / 0.70cm Prints as A4 45 – Freight: 31.8% decrease versus 1H2015 pro-forma, as a 138 Ferries revenues evolution broken down by service and by company (€m) 192 result of decrease in linear meters transported (-9.5%), Page Setup should 154 177 0.64” / 1.63cm Amount in € Moby Group Cin-Tirrenia Total coupled with decrease in prices only be changed if banker requests a 0 Pax & vehicles (3.0) (0.4) (3.4) – On-board services: 10.3% increase driven by CIN-Tirrenia 159 Freight (11.4) (16.7) (28.1) specific size. If this is – Chartering: 18.7% decrease versus 1H2015 pro-forma, due to 227 On-board services (0.1) 0.7 0.5 the case, note the a reduction of vessels chartered out by Cin-Tirrenia, while Chartering (0.1) (1.8) (1.9) banker name and 226 Moby offset the absence of Albayzin (sold) by chartering out a Subventions (0.0) 0.0 (0.0) instructions in this box 0 couple of vessels. 41 Total (14.7) (18.2) (32.9)
243 1H2016 Unaudited 166 The unaudited Pro Forma Condensed Consolidated Financial Statements for the period ended June 30, 2015 are presented in accordance with IAS 34 and have been prepared solely for comparison with the unaudited condensed consolidated Financial Statements as of June 30, 2016. The unaudited Pro-Forma Condensed Consolidated: 68 - Balance Sheet as of June 30, 2015 reflects the main effects of the acquisitions of Moby S.p.A. and CIN –Tirrenia (Compagnia Italiana di Navigazione S.p.A.) as if they had occurred on June 30 2015, 2.81” / 7.14cm - Income Statement and Cash Flow for the Six and Three Months ended June 30, 2015 reflect the main effects of the acquisitions of Moby S.p.A. and Compagnia Italiana di Navigazione S.p.A. (excluding the extraordinary transaction completed in February 2016 aimed at the re- assessment of the Group financial structure) as if they had occurred on January 1, 2015. 214 3.16” / 8.02cm 194 103 17 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 CURRENT TRADING 228 255 171 Background 255 1H 2016 EBITDA Bridge (€m) 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 179 43.6 1.98” / 5.04cm 0 Raw materials & services 61 Heading Text 80 176 Table Highlight 158 93 4.3 Primary Eight 34 0.5 199 Chart Colours 76 18.7 0.1 29.3 234 139 (1.7) 251 (3.3) 0 173 Page Setup 117 Mainly attributable 197 Width: 29.7cm (11.69”) 191 Mainly attributable to CIN 231 Height: 21.0cm (8.27”) to CIN Prints as A4 45 150 0.28” / 0.70cm 138 192 Page Setup should 154 177 0.64” / 1.63cm only be changed if (32.9) banker requests a 0 159 58% attributable specific size. If this is 227 to CIN the case, note the banker name and 226 EBITDA Revenues Bunker Materials & Change in Services Personnel Others EBITDA instructions in this box 0 1H 2015 PF spare parts inventories 1H 2016 41
243 1H2016 Unaudited 166 The unaudited Pro Forma Condensed Consolidated Financial Statements for the period ended June 30, 2015 are presented in accordance with IAS 34 and have been prepared solely for comparison with the unaudited condensed consolidated Financial Statements as of June 30, 2016. The unaudited Pro-Forma Condensed Consolidated: 68 - Balance Sheet as of June 30, 2015 reflects the main effects of the acquisitions of Moby S.p.A. and CIN –Tirrenia (Compagnia Italiana di Navigazione S.p.A.) as if they had occurred on June 30 2015, 2.81” / 7.14cm - Income Statement and Cash Flow for the Six and Three Months ended June 30, 2015 reflect the main effects of the acquisitions of Moby S.p.A. and Compagnia Italiana di Navigazione S.p.A. (excluding the extraordinary transaction completed in February 2016 aimed at the re- assessment of the Group financial structure) as if they had occurred on January 1, 2015. 214 3.16” / 8.02cm 194 103 18 235 87 145 162 0 Secondary Eight 0 213 Body Text Chart Colours 0 228
255 171 Background 255 22 255 III. APPENDIX 90 249 245 Message Box 239 192 204 179
0 61 Heading Text 80 176 Table Highlight 158 93
Primary Eight 34 199 Chart Colours 76 234 139 251
0 173 117 197 191 231
45 150 138 192 154 177
0 159 227
226 0 41
243 166 68
214 194 103
235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 OWNED FLEET OVERVIEW 228 255 171 Background 255 Owned fleet with a Total Fair Market Value of €893m1 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 Launch Date / Market Capacity Capacity Launch Date / Market Capacity Capacity 179 Vessel Name Last Refurb. Value (Tonnage) (Pax) Vessel Name Last Refurb. Value (Tonnage) (Pax) 1.98” / 5.04cm 0 61 Heading Text 80 Moby Aki 2005 99 36,284 2,080 Florio 1999 49 / 50 31,041 1,415 176 Table Highlight 158 93
Sharden 2005 83 / 84 39,798 2,908 Moby Drea 20113 10 22,528 1,920 Primary Eight 34 199 Chart Colours 76 234 251 139 Moby Wonder 2001 82 / 83 36,093 2,080 Moby Corse 20113 8 19,593 1,240 0 173 Page Setup 117 Nuraghes 2004 79 / 80 39,798 2,908 Moby Otta 20093 10 22,528 1,920 197 Width: 29.7cm (11.69”) 191 231 Height: 21.0cm (8.27”) Prints as A4 45 Athara 2003 73 / 74 35,736 2,700 Other 83 NA NA 150 0.28” / 0.70cm 138 192 Page Setup should 154 177 0.64” / 1.63cm 2 only be changed if Janas 2002 70 35,736 2,700 Tugboats 36 NM NM banker requests a 0 159 specific size. If this is 1 227 Bithia 2001 70 35,736 2,700 Total 893 the case, note the banker name and 226 instructions in this box 0 Moby Tommy 2001 81 / 82 28,915 2,230 41 Rubattino 2001 56 / 57 31,041 1,419 243 166 68 Source: Company reports and independent experts estimates 2.81” / 7.14cm 1 Valuation as of Oct-2015 and estimates the average market value of 49 of our 54 currently owned vessels (excluding the vessel “Albayzin” whose sale to a third party was completed in January 2016). The five vessels not included in the valuation are: (i) the three vessels purchased by Moby in October and November 2015 that we acquired for €17.5 million; (ii) the vessel “Pace” (owned by Moby’s subsidiary Enermar), which has a de minimis value; and (iii) the vessel “Sparviero” (owned by Moby), which is laid-up and being scrapped and has a de minimis value. 2 Value 3 214 referring to 16 units. Refers to refurbishment date. 3.16” / 8.02cm 194 103 20 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 MOBY GROUP ACQUISITION OF TIRRENIA-CIN 228 255 171 Background 255 Transaction Summary 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 In July 2012, the acquisition vehicle CIN acquired the Tirrenia-CIN assets from the Italian government during the privatisation process. 179 Moby acquired 40% of CIN 1.98” / 5.04cm 0 61 Heading Text 80 176 Table Highlight Following the price adjustment mechanism, the price was €376.9m, split between a fixed and a variable component: 158 93 – The fixed component was €197m, of which €135m was paid at closing (July 2012), and €62m paid with the refinancing in Feb-2016 Primary Eight 34 199 Chart Colours 76 234 139 – The variable price component of €180m is to be paid in three separate installments (not bearing interests), linked to some conditions 251 precedent as described in the asset deal agreement with the government (i.e. payment of the Government subvention): 0 173 Page Setup 117 • €55m in Apr-2016 197 Width: 29.7cm (11.69”) 191 231 Height: 21.0cm (8.27”) • €60m in Apr-2019 Prints as A4 45 150 0.28” / 0.70cm 138 • €65m in Apr-2021 192 Page Setup should 154 177 0.64” / 1.63cm only be changed if In July 2015, Famiglia Onorato S.p.A., the family holding (then Onorato Armatori S.p.A., now merged into Moby S.p.A.), acquired the banker requests a 0 remaining 60% of CIN 159 specific size. If this is 227 The rationale of the transaction was to consolidate the competitive position of Moby and create the leading operator in the Tyrrhenian Sea the case, note the with a large coverage of all main Italian harbour hubs. Given the complementarity of Moby and Tirrenia-CIN businesses, there was ample banker name and 226 space for commercial and cost synergies to exploit, primarily: instructions in this box 0 41 – An expected increase in revenue due to modifications in pricing strategies and increased on-board service on routes serviced by CIN 243 – Lower costs due to maintenance cost savings from the efficient operation of the combined fleets and other expense savings 166 68 2.81” / 7.14cm
214 Source: Management information 3.16” / 8.02cm 194 103 21 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 CONVENTION SCHEME 228 255 171 Background 255 Tirrenia-CIN and Toremar Convention Agreements 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 179 1.98” / 5.04cm 0 61 Heading Text 8 years effective from the signing of the Convention from CIN 12 years effective from the signing of the Convention from 80 Duration 176 Table Highlight and the granting Ministry (Jul -2012) Toremar and the Tuscany region (Jan-2012) 158 93 Amount for the Predetermined and equal to €72.7m per year (amount may Primary Eight 34 199 Service of the change for a number of factors including number of journeys, Predetermined and equal to €14.4m per year Chart Colours 76 234 139 Convention delays etc.) 251
0 173 Page Setup 95% of the annual amount is settled in three instalments in 117 The annual amount is settled in 4 instalments in the 197 Width: 29.7cm (11.69”) the reference year: 60% within February, 20% within June, 191 Amount Settlement reference year: 35% in January, 35% in March, 20% in June 20% within October 231 Height: 21.0cm (8.27”) and 10% in November Prints as A4 45 The balance is settled within March of the following year 150 0.28” / 0.70cm 138 192 154 177 0.64” / 1.63cm Page Setup should The Convention envisages maximum applicable rates to the The Convention envisages maximum applicable rates to only be changed if public services users which are revised bimonthly taking into banker requests a 0 Rates the public services users which are revised annually taking 159 account the planned inflation rate and the trend of the specific size. If this is into account the planned inflation rate 227 average cost of a fuel basket
the case, note the banker name and 226 Assessment on the economic-financial equilibrium every instructions in this box 0 Economic-financial three years In the event that the expected amount does not allow 41 covering the costs of convention services, the tariff plan, Equilibrium and In the event of structural gaps in revenue and costs, for an the level of services, the amount and the capital 243 Safeguard Clause amount larger than 3%, measures to restore the equilibrium contributions for investments, could be revised 166 could be agreed upon 68 2.81” / 7.14cm
214 3.16” / 8.02cm 194 103 22 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 1H 2016 GROUP INCOME STATEMENT 228 255 171 Background 255 Key Highlights 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 Q2 2015 1H 2015 179 Amounts in €m Q2 2016 Pro Forma Change % 1H 2016 Pro Forma Change % 1.98” / 5.04cm 0 61 Heading Text Revenues 121.0 140.8 (14.1%) 216.5 249.5 (13.2%) 80 176 Table Highlight Raw materials and services (76.2) (86.0) 11.4% (132.2) (153.9) 14.1% 158 Personnel costs (28.7) (27.0) (6.2%) (54.5) (51.2) (6.5%) 93 Net other operating income/(expenses) (1.0) (1.0) (0.1%) (0.6) (0.7) 13.6% Primary Eight 34 199 EBITDA 15.1 26.8 (43.4%) 29.3 43.6 (32.9%) Chart Colours 76 234 139 Net (Accrual)/Reversal of provisions (0.1) (2.5) 96.0% (0.1) (2.5) 97.2% 251 Write-downs of trade rec. & other current assets - (1.1) NM - (1.1) NM 0 173 Page Setup Amortisation of intangible assets (0.46) (0.50) 8.0% (0.9) (1.0) 4.7% 117 Depreciation of property, plant & equipment (0.5) (0.4) (37.2%) (1.0) (0.7) (36.3%) 197 Width: 29.7cm (11.69”) 191 231 Height: 21.0cm (8.27”) Depreciation of fleet (14.7) (14.0) (5.1%) (28.5) (27.2) (4.6%) Prints as A4 45 Operating profit (0.6) 8.4 (1.2) 11.1 150 0.28” / 0.70cm 138 Net financial income/(expenses) (8.5) (5.9) (18.3) (11.4) 192 Page Setup should 154 Result before taxes (9.0) 2.5 (19.5) (0.3) 177 0.64” / 1.63cm only be changed if Income tax expenses 0.4 (1.0) 0.9 1.2 banker requests a 0 Net result for the year (8.6) 1.5 (18.6) 1.0 159 specific size. If this is 227 the case, note the In 1H 2016, the Group registered a decrease in revenues (-€32.9m) driven by the decrease in the ferry business, in particular in the freight segment. banker name and 226 The decrease in revenues was partially offset by lower costs of raw material and services (+€21.8m); considering the increase in personnel costs (€3.3m), the resulting instructions in this box 0 EBITDA is €29.3m (-€14.4m if compared to 1H2015 pro-forma) 41 Net financial expenses in 1H 2016 are not comparable to 1H 2015 pro-forma figures, as the 2015 pro-forma figures do not include the effect of the financing connected to the acquisitions occurred in July 2015.
243 Q2 2016 and 1H 2016 Unaudited The unaudited Pro Forma Condensed Consolidated Financial Statements for the period ended March31, 2015 and June 30, 2015 are presented in accordance with IAS 34 and have been prepared solely for comparison with the unaudited condensed consolidated Financial Statements 166 as of June 30, 2016. 68 The unaudited Pro-Forma Condensed Consolidated: 2.81” / 7.14cm - Balance Sheet as of June 30, 2015 reflects the main effects of the acquisitions of Moby S.p.A. and CIN –Tirrenia (Compagnia Italiana di Navigazione S.p.A.) as if they had occurred on June 30 2015, - Income Statement and Cash Flow for the Six and Three Months ended June 30, 2015 reflect the main effects of the acquisitions of Moby S.p.A. and Compagnia Italiana di Navigazione S.p.A. (excluding the extraordinary transaction completed in February 2016 aimed at the re- 214 assessment of the Group financial structure) as if they had occurred on January 1, 2015. 3.16” / 8.02cm 194 103 23 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 1H2016 GROUP CASH FLOW 228 255 171 Background 255 Key Highlights 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm Cash flow (€m) 204 Comments 179 Q2 2015 1H 2015 Operating cash flow 1.98” / 5.04cm 0 61 Heading Text Amounts in €m Q2 2016 Pro Forma 1H 2016 Pro Forma 80 – Change in Operating Working Capital benefits mainly from a 176 Table Highlight EBITDA 15.1 26.8 29.3 43.6 158 Change in OWC 36.7 25.2 48.9 5.7 better management of payables (+27.7m) vs 1H 2015 93 Change in other assets/liabilities 49.8 50.0 80.5 78.3 – Change in Other assets/liabilities benefits from higher cash Primary Eight 34 Other¹ (8.1) (2.0) (8.6) (2.9) collected in advance from sales of tickets in 1H 2016 (+8.9m) vs 199 76 234 Chart Colours Operating cash flow 93.5 100.0 150.0 124.7 1H 2015 139 Capex - Fleet (26.9) (11.2) (44.2) (17.7) 251 In 1H 2016 the Group registered, beyond recurring fleet capex, Capex - Other (net, mainly related to fleet refittings) (12.7) (0.6) (19.6) (0.7) 0 approx €45m of additional capex mainly related to: 173 Page Setup Sale of Albayzin - - 38.4 - 117 Investing Cash flow (39.6) (11.8) (25.4) (18.4) – €14.2m of cabins on Moby Tommy 197 Width: 29.7cm (11.69”) 191 231 Height: 21.0cm (8.27”) Free cash flow 54.0 88.2 124.7 106.3 – €26.9m of refitting of the recently-purchased-vessels Moby Zaza Prints as A4 45 Refinancing (0.2) - 480.4 - and Moby Kiss 150 0.28” / 0.70cm 138 Change in m/l term financial liabilities (0.1) (21.3) (256.2) (21.5) – €1.2m for the acquisition of an high speed vessel (Red Jet) for 192 Change in other short term financial liabilities (2.1) (32.9) (80.6) (34.6) Page Setup should 154 Toremar, and €0.4m for the down payment for the acquisition of 177 0.64” / 1.63cm Dividend distribution (0.5) - (143.8) - only be changed if a second-hand Ro-Pax vessel (European Voyager) 0 Interests paid (2.0) (4.4) (8.0) (8.8) banker requests a Debt service (4.9) (58.6) (8.2) (64.9) – 1H 2016 cash flow includes the effects of the refinancing
159 specific size. If this is occurred in February 2016, the €143m of dividends to the Holdco 227 Cash flow generated 49.1 29.6 116.5 41.4 (to repay its existing debt), and the repayment of the M/L term the case, note the Cash at the beginning of the period 141.8 58.8 74.4 47.0 banker name and 226 Cash at the end of the period 190.8 88.4 190.8 88.4 debts of Moby and CIN instructions in this box 0 41 Notes: ¹ Includes also change in provisions, payment to employees, change in other non monetary items 243 Q2 2016 and 1H 2016 Unaudited The unaudited Pro Forma Condensed Consolidated Financial Statements for the period ended March, 31 2015 and June 30, 2015 are presented in accordance with IAS 34 and have been prepared solely for comparison with the unaudited condensed consolidated Financial Statements 166 as of June 30, 2016. 68 The unaudited Pro-Forma Condensed Consolidated: 2.81” / 7.14cm - Balance Sheet as of June 30, 2015 reflects the main effects of the acquisitions of Moby S.p.A. and CIN –Tirrenia (Compagnia Italiana di Navigazione S.p.A.) as if they had occurred on June 30 2015, - Income Statement and Cash Flow for the Six and Three Months ended June 30, 2015 reflect the main effects of the acquisitions of Moby S.p.A. and Compagnia Italiana di Navigazione S.p.A. (excluding the extraordinary transaction completed in February 2016 aimed at the re- 214 assessment of the Group financial structure) as if they had occurred on January 1, 2015. 3.16” / 8.02cm 194 103 24 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 GROUP KEY BALANCE SHEET FIGURES 228 255 171 Background 255 Key Highlights 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 Amounts in €m June 30th, 2016* December 31st, 2015 179 1.98” / 5.04cm 0 Property, plant and equipment 38.4 28.2 61 Heading Text 80 Fleet 625.1 601.0 176 Table Highlight 158 93 Goodwill 53.6 53.6
Primary Eight 34 Other intangible assets 11.6 12.4 199 76 234 Chart Colours Other 13.0 14.0 139 251 Total non-current assets 741.8 709.3 0 173 Net Working Capital (141.0) (28.3) Page Setup 117 197 Width: 29.7cm (11.69”) 191 of Which Operating Working Capital (51.9) (3.0) 231 Height: 21.0cm (8.27”) Long-term liabilities and provisions (32.1) (36.6) Prints as A4 45 150 0.28” / 0.70cm 138 Assets held for sale - 38.4 192 Page Setup should 154 Liabilities directly associated with the assets held for sale - (38.5) 177 0.64” / 1.63cm only be changed if Sub Total (0.1) banker requests a 0 159 specific size. If this is Net Invested Capital 568.7 644.3 227 the case, note the Net Debt 478.2 402.3 banker name and 226 Equity 90.5 242.0 instructions in this box 0 41 Financial Liabilities & Equity 568.7 644.3
243 166 68 2.81” / 7.14cm
214 * Unaudited 3.16” / 8.02cm 194 103 25 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 NO UPDATES ON THE EUROPEAN COMMISSION 228 255 171 Background 255 INVESTIGATION 22 255 90
249 245 Message Box 239 192 2.36” / 5.99cm 204 179 Under the Cin-Tirrenia Purchase Agreement, the 180m of deferred payment is currently suspended waiting for the final outcome of the EU investigation (Cin- Tirrenia 1.98” / 5.04cm 0 61 Heading Text did not pay the first instalment of €55m originally due on April 2016) 80 176 Table Highlight 158 With a letter dated May 11, 2016, Tirrenia di Navigazione S.p.A. in Amministrazione Straordinaria (“Tirrenia”) sought the payment of the first instalment of the €180.0m 93 deferred purchase price (the “Deferred Purchase Price”), equal to €55.0 million due on 30 April 2016 (collectively with all the other instalments of the Deferred Purchase Primary Eight 34 Price, the “Deferred Payments”, and each of the instalments being a “Deferred Payment”), pursuant to Article 5.02 B (i) of the acquisition agreement of certain Tirrenia 199 Chart Colours 76 assets as a going concern entered into on 25 July 2011 by CIN and Tirrenia (the “Tirrenia Acquisition Agreement”). 234 139 251 According to Article 5.02 C) of the Tirrenia Acquisition Agreement, in the case of certain adverse decisions on state aid matters, including the granting from the Italian 0 Ministry of Infrastructure and Transport of approximately €72.7 million each year (the “CIN Coastal Service Agreement Compensation”) pursuant to the coastal service 173 Page Setup 117 197 Width: 29.7cm (11.69”) agreement by and between CIN and the Italian Ministry of Infrastructure and Transport dated July 18, 2012 (the “CIN Coastal Service Agreement”), the Tirrenia 191 Acquisition Agreement specifically contemplates that CIN’s obligation to pay amounts owed as Deferred Payments will be suspended till a final and binding decision rules 231 Height: 21.0cm (8.27”) that either the CIN Coastal Service Agreement Compensation represents a legitimate state aid granted by Italian governmental authorities to CIN or CIN does not benefit Prints as A4 45 from unlawful state aids or the CIN Coastal Service Agreement Compensation represents an unlawful state aid only in part or the CIN Coastal Service Agreement does 150 0.28” / 0.70cm 138 not violate any EU provision. 192 Page Setup should 154 177 0.64” / 1.63cm only be changed if On October 5, 2011, the European Commission commenced an investigation pursuant to Article 108 of the Treaty on the Functioning of the European Union into alleged banker requests a 0 state aid granted by Italian governmental authorities to companies of the former Tirrenia group, including Toremar S.p.A. (which Moby acquired in January 2012) and 159 specific size. If this is Tirrenia (the “Proceeding”). The Proceeding is still pending. In November 2012, the Proceding was extended to the Tirrenia Acquisition Agreement (the “Proceeding 227 Extension”). the case, note the banker name and 226 Therefore, according to Article 5.02 C) of the Tirrenia Acquisition Agreement, any instalment of the Deferred Purchase Price is now suspended. instructions in this box 0 41 On the contrary, Tirrenia claims that the Proceeding Extension is not a valid ground to suspend the payment of any Deferred Payment. 243 166 The Tirrenia Acquisition Agreement stipulates that any dispute shall be settled by an arbitration panel in Milan 68 2.81” / 7.14cm
214 3.16” / 8.02cm 194 103 26 235 87 145 5.30” / 13.46cm 0.13” / 0.33cm 0.13” / 0.33cm 5.30” / 13.46cm
162 0 Secondary Eight 0 213 Body Text Chart Colours 0 SIMPLIFIED ORGANISATIONAL STRUCTURE 228 255 171 Background 255 22 255 Before merger After merger 90 249 245 Message Box 239 192 2.36” / 5.99cm Ale1 B.V. 204 Ale1 B.V. 179 Legend 1.98” / 5.04cm 0 61 Heading Text 80 100% 176 Table Highlight Issuer and or 100% 158 garantor 93 34 Non-guarantors 199 Primary Eight Onorato Armatori Chart Colours 76 S.p.A. Moby S.p.A. 234 139 Proposed merger 251 60% 100% 0 100% 173 Page Setup 117 Compagnia 197 Width: 29.7cm (11.69”) Compagnia Italiana di 191 100% 231 Height: 21.0cm (8.27”) 40% Italiana di Navigazione Moby S.p.A. Navigazione Prints as A4 45 S.p.A. 150 0.28” / 0.70cm S.p.A. (Tirrenia-CIN) 138 (Tirrenia-CIN) 192 Page Setup should 154 177 0.64” / 1.63cm 100% only be changed if 100% banker requests a 0 159 Other specific size. If this is Other 227 consolidated Toremar S.p.A. the case, note the consolidated Toremar S.p.A. subsidiaries banker name and 226 subsidiaries instructions in this box 0 41
Non-consolidated 243 Non-consolidated subsidiaries and 166 subsidiaries and joint ventures 68 joint ventures 2.81” / 7.14cm
214 3.16” / 8.02cm 194 103 27 235 87 145