INVESTOR REFERENCE PACK 30 JUNE 2020 Contents Overview of operations 2 Business portfolio 2 Corporate structure 3 1 Corporate cash flow 4 2 Business overview and performance 5 2.1 APRR 5 2.2 ADELAC 9 2.3 Dulles Greenway 11 2.4 Warnow Tunnel 15 Important information US Ownership Restrictions Atlas Arteria’s stapled securities (Stapled Securities) are subject Stapling to ownership restrictions applying to residents of the United States. Atlas Arteria comprises Atlas Arteria Limited (ACN 141 075 201) (ATLAX) The Stapled Securities have not been registered under the US Securities and Atlas Arteria International Limited (Registration No. 43828) (ATLIX). Act of 1933 or the securities laws of any state or other jurisdiction of the In accordance with its requirements in respect of stapled securities, United States. In addition, no Atlas Arteria entity has been registered ASX reserves the right to remove either or both of ATLAX and ATLIX under the US Investment Company Act of 1940 in reliance on an exemption from the official list of ASX if, while the stapling arrangements apply, from registration. the securities in one of the entities ceases to be stapled to the securities Accordingly, the Stapled Securities may not be offered or sold in the in the other entity. United States or to, or for the account or benefit of US Persons except in Takeover Provisions accordance with an available exemption from, or a transaction not subject to, the registration requirements of the US Securities Act, the US Investment Unlike ATLAX, ATLIX is not subject to takeover provisions of Chapters 6, Company Act and applicable US state securities laws. 6A, 6B and 6C of the Corporations Act. However, as the takeover provisions of the Corporations Act apply to ATLAX and its shareholders, by virtue In order to qualify for an exemption under the US Investment Company Act, of the stapling arrangements, the takeover provisions will apply to the the provisions of the constitutions of the Atlas Arteria entities provide that holders of Atlas Arteria stapled securities. This is notwithstanding that where a holder is an Excluded US Person: ATLIX and its shareholders are not subject to the takeover provisions • Atlas Arteria may refuse to register a transfer of Stapled Securities of the Corporations Act. to that Excluded US Person; and Disclaimer • the Excluded US Person may be requested to sell such person’s Stapled Securities and, if the Excluded US Person fails to do so within Investments in Atlas Arteria are subject to investment risk, including 30 Business Days they will be divested of such Stapled Securities and possible delays in repayment and loss of income and capital invested. receive the proceeds of sale (net of transaction costs including any Forward Looking Statements applicable brokerage, taxes and charges) as soon as practicable after the sale. This document may contain forward-looking statements including statements with respect to Atlas Arteria’s future performance. Due care In addition, the provisions in the constitutions provide that a holder and attention have been exercised in the preparation of forward-looking may be required to complete a statutory declaration in relation to whether statements, however actual results may vary as a result of various factors. they (or any person on whose account or benefit it holds Atlas Arteria securities) are an Excluded US Person. Any holder who does not comply Advice Warning with such a request will be deemed to be an Excluded US Person. The information in this document is given in good faith and derived The Stapled Securities are issued on terms under which each holder from sources believed to be accurate at this date but no representation who is or becomes an Excluded US Person agrees to the above terms or warranty of accuracy, completeness or reliability is given and no and irrevocably appoints Atlas Arteria as that holder’s agent and attorney responsibility or liability arising in any other way, including by reason to do all acts and things and execute all documents which Atlas Arteria of fraud or negligence for errors or omission herein, is accepted by Atlas considers necessary, desirable or reasonably incidental to effect the Arteria or its officers. above actions. This document is not an offer or invitation for subscription or purchase Definitions: of, or a recommendation of, securities. It does not take into account the • An “Excluded US Person” means a holder of Stapled Securities (or a investment objectives, financial situation and particular needs of the person who seeks to be registered as a holder of Stapled Securities) investor. Before making an investment in Atlas Arteria, the investor whom the directors of Atlas Arteria have determined is a US Person who or prospective investor should consider whether such an investment is is not a Qualified Purchaser or holds or will hold Stapled Securities for appropriate to their particular investment needs, objectives and financial the account or benefit of any US Person who is not a Qualified Purchaser. circumstances and consult an investment adviser if appropriate. • A “Qualified Purchaser” has the meaning given in Section 2(a)(51) Non-IFRS information of the US Investment Company Act of 1940 and the rules and regulations This document includes certain financial measures that are not recognised of the US Securities and Exchange Commission. under Australian Accounting Standards (AAS) or International Financial • A “US Person” has the meaning given in Rule 902(k) of Regulation S Reporting Standards (IFRS). Such non-IFRS financial measures do not under the US Securities Act of 1933. have a standardised meaning prescribed by AAS or IFRS and may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. Recipients are cautioned not to place undue reliance on any non-IFRS financial measures included in this document. The non-IFRS information has not been subject to audit or review by the Company’s external auditor. Atlas Arteria’s ongoing commitment to your privacy We understand the importance you place on your privacy and are committed to protecting and maintaining the confidentiality of the personal information you provide to us. Atlas Arteria’s privacy policy is available on the Atlas Arteria website at www.atlasarteria.com. PURPOSE AND STRUCTURE OF THIS PACK THE PURPOSE OF THE INVESTOR REFERENCE PACK (THE “IRP” OR THE “PACK”) IS TO PROVIDE INFORMATION SUPPLEMENTARY TO THE INTERIM FINANCIAL REPORT OF ATLAS ARTERIA FOR THE HALF YEAR ENDED 30 JUNE 2020. This Pack provides a more detailed analysis of the performance of each business within the Atlas Arteria portfolio. This Pack is prepared on a different basis from the Atlas Arteria Interim Financial Report, which is prepared in accordance with Australian Accounting Standards. The information contained in this Pack does not and cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of Atlas Arteria for the half year as in the Interim Financial Report. This Pack should be read in conjunction with the Interim Financial Report which is available on the Atlas Arteria website. ATLAS ARTERIA INVESTOR REFERENCE PACK — 30 JUNE 2020 | 1 Atlas Arteria International Limited Atlas Arteria Limited OVERVIEW OF OPERATIONS The diagram below shows the locations of Atlas Arteria’s operations as at 30 June 2020. Virginia, United States Luxembourg Dulles Greenway European HQ Rostock, Germany Warnow Tunnel France APRR / ADELAC Bermuda Australia ATLIX Board Global Corporate HQ BUSINESS PORTFOLIO Table 1 – Atlas Arteria’s portfolio of businesses and percentage interests as at 30 June 2020 Asset Reporting currency Date of concession end Economic interest APRR/AREA € November 2035 (APRR) 31.14% September 2036 (AREA) ADELAC € December 2060 31.17% Dulles Greenway US$ February 2056 100.00% Warnow Tunnel € September 2053 100.00% 2 | ATLAS ARTERIA INVESTOR REFERENCE PACK — 30 JUNE 2020 Atlas Arteria International Limited Atlas Arteria Limited CORPORATE STRUCTURE Atlas Arteria is a stapled security listed on the Australian Securities Exchange. Stapled securities are two or more securities that are quoted and traded as if they were a single security. An Atlas Arteria stapled security consists of a share in Atlas Arteria Limited (“ATLAX”) and a share in Atlas Arteria International Limited (“ATLIX”). Figure 1 – Atlas Arteria structure overview as at 30 June 2020 Stapled ATLAX (Australia) ATLIX (Bermuda) 13.43% 86.57% economic interest (via loans)1 Dulles Greenway 100% Third Party Investors Effiage MIBL 33.71% 4.00% 62.29% Eiffage MAF/MAF2 50% + 1 share 50% – 1 share 100% Tax consolidated group Warnow Tunnel Financière Eiffarie SAS (FE) 100% Eiffarie SAS 100% 25.1% 49.9% APRR (Concessionaire) ADELAC 1. ATLIX’s 86.57% economic interest in Dulles Greenway represents two subordinated loans secured against the non-Atlas Arteria limited partner interests in Toll Road Investors Partnership II (“TRIP II”). ATLAS ARTERIA INVESTOR REFERENCE PACK — 30 JUNE 2020 | 3 Atlas Arteria International Limited Atlas Arteria Limited 1. CORPORATE CASH FLOW Table 2 – Aggregated cash flow statement of Atlas Arteria A$m H1 2020 H1 2019 H1 2018 Cash flow received from operating businesses APRR Group 206.8 123.4 103.7 Warnow Tunnel – – – Dulles Greenway – – – Net cashflows from previously held investments – – – Other operating cash flows: Manager, adviser base fees and performance