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Obrascon Huarte Lain S.A.

Investor Presentation Jan 21, 2021

1870_rns_2021-01-21_4c932e00-f0f1-4ad4-aece-176826f455d5.pdf

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Cleansing presentation

Laying the foundation for a successful future

Investor Presentation

January 2021

DISCLAIMER

This presentation ("Presentation") includes forward-looking statements. These forward-looking statements include all matters that are not historical facts, statements regarding the intentions, beliefs, projections or current expectations of Obrascón Huarte Laín, S.A. and its direct and indirect subsidiaries ("OHL" and the "Group") concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Group operates.

The information contained in this Presentation has not been independently verified and no independent evaluation or appraisal of the Group has been undertaken. Neither the Group nor its affiliates, nor its or its affiliates' respective officers, directors, employees, agents or advisers, make any representation or warranty, express or implied, as to (nor accept any liability whatsoever, whether in contract, in tort or otherwise, in relation to) the reasonableness, accuracy, reliability or completeness of this Presentation or any statement, information, forecast or projection made herein, or any other written or oral communications transmitted to the recipients in connection herewith. The Presentation has been prepared on the basis of the position as at the time of the Presentation, and the information provided therein will not be updated or corrected after the date of the Presentation. There can be no assurances that the forecasts or expectations are or will prove to be accurate. The 2020 figures are approximate, please note that the financial year has not been closed yet.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Group cautions you that forward-looking statements are not guarantees of future performance and that the actual results of operations, financial condition and liquidity and the development of the industry in which the Group operates may differ materially from those made in or suggested by the forward-looking statements contained in this Presentation. Factors that may cause the Group's actual results to differ materially from those expressed or implied by the forward-looking statements in this Presentation, include, but are not limited to: (i) the Group's inability to execute its business strategy, (ii) the Group's ability to generate growth or profitable growth and (iii) political changes in countries relevant to the Group's operations, including changes in taxation.

In addition, even if the Group's results of operations, financial condition and liquidity and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in this Presentation, those results or developments may not be indicative of results or developments in future periods.

OHL does not assume any obligation to review or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this Presentation.

This Presentation does not constitute a financial product, investment, tax, accounting or legal advice, a recommendation to invest in any securities of the Group, or any other person, or an invitation or an inducement to engage in investment activity with any person. This Presentation has been prepared without taking into account the objectives, financial situation or needs of any particular recipient of this Presentation, and consequently the information and opinions contained in this Presentation may not be sufficient or appropriate for the purpose for which a recipient might use it. Any such recipients should conduct their own due diligence, consider the appropriateness of the information and opinions in this Presentation having regard to their own objectives, financial situation and needs, and seek financial, legal, accounting and tax advice appropriate to their particular circumstances.

This Presentation and the information contained herein does not constitute an offer to sell or a solicitation of an offer to buy or exchange or acquire securities in the United States or in any other jurisdiction. The securities referenced in this Presentation may not be offered, sold, exchanged or delivered in the United States absent registration or an applicable exemption from the registration requirement under the U.S. Securities Act of 1933, as amended. The securities mentioned in this Presentation are not, and will not be, registered in the United States.

CONTENTS

Capital strengthening transaction

Progress on strategic plan

Business plan review

Appendix

THE NEW OHL – A NEW STRATEGY WITH A NUMBER OF INITIATIVES THAT HAVE ALREADY YIELDED POSITIVE RESULTS

The following initiatives have been implemented since the new strategy of 1H2018:

Streamline operations √ √

  • Returned to profitable growth in all businesses
  • Significant reduction of structural costs achieved
  • Demonstrated resilience through COVID-19 with active management of operations

Focus on core regions and risk control

  • Focus in North America, Europe and LatAm where OHL has strong capabilities, presence and track-record
  • Focus on project size according to the risk profile and company size
  • Solid order book levels with yearly renewals at c.1x book-to-bill ratio

Increased transparency √ √

  • Management team with established trackrecord of meeting targets
  • Transparent and consistent reporting approach with no material deviations on the guidance provided

Cash generation as a priority

  • Cash generative construction business
  • Strict oversight of projects since bidding, with focus on profitability and cost and working capital monitoring
  • Equity light approach to concessions

Improved risk controls and governance

  • Strong commitment to good governance
  • Strengthened internal risk and compliance controls through new committees

  • Renewed BoD and Exec. Committee with more independent Directors
  • Obtained certifications for anti-corruption and crime prevention policies

Strengthening of balance sheet

  • Reference shareholders aligned with OHL strategy and supportive of the business plan
  • Reduction of company debt
  • Active liquidity management and review of non-core assets monetization

In 2017 OHL had negative EBITDA with c.€240Mn overhead costs. Since then, new management has carried out a turn-around and delivered strong results in line with guidance

2019 Real FY20 Guidance 2020E
P&L Sales €3.0Bn €2.5 –
3.0Bn
€2.9Bn
EBITDA €64.8Mn > €70Mn €68Mn1
Cost
control
costs2
Overhead
€145.2Mn < €140Mn €133Mn
Order
Book
New
awards
€2.7Bn >
€3Bn
€2.1Bn
Balance
Sheet
Recourse
Net Debt
€(106.5)Mn ~ €76Mn

The new OHL has solid foundations built on the management team strategic plan, further reinforced with the recapitalization agreement announced

Capital strengthening transaction

Strong support and strategic alignment with reference shareholders and bondholders

Significant debt reduction and path to sustainable capital structure with no senior debt repayments in the next 4-5 years, easing the access to new bonding lines

The New

Sound, profitable and cash generation in the regular construction business providing increased visibility and certainty in the execution of the Business Plan

Additional tangible assets to create value for all stakeholders in the mid-term

Proven strategy with strong track-record of delivering on targets

The transaction aligns interests of all stakeholders and provides a holistic solution reinforcing the capital structure for a stronger new OHL

Strong support and strategic alignment with reference shareholders and bondholders

Amodio investment in OHL: €87Mn. Guaranteed €42Mn for OHL in capital increase Agreement subscribed with majority (c.57%) of bondholders

  • Industrial partner as new reference shareholder to:
  • Strengthen the business and accelerate the route-map in strategic areas
  • Provide additional support to OHL to access new financial partnerships
  • Share best practices, experience and know how enhancing operations
  • Reference shareholder (Amodio) has demonstrated commitment following initial investment of over €50Mn in OHL and will commit to inject €37Mn new equity in OHL
  • Tyrus Capital has also committed to invest €5Mn for OHL in capital increase
  • Agreement achieved with bondholders that jointly represents c.57% of the total Senior Notes

The New OHL

Significant debt reduction and path to sustainable capital structure with no senior debt repayments in the next 4-5 years, easing the access to new bonding lines

€105Mn1 debt reduction and term extension

€147-176Mn2 shareholders' equity reinforcement

  • Extension of senior debt maturities with no repayments in 4-5 years and implied deleveraging of €105Mn1 in gross debt, targeting sustainable leverage as Business Plan is delivered
  • Strengthening shareholders' equity between €147-176Mn post transaction2
  • Progressive normalization of the business: liquidity improvement, debt reduction, asset rotation and increase bonding lines capacity
  • Diversification of collateral/bonding providers with new entities

(1) Senior gross debt reduction from €593Mn to €488.3Mn (17.7¢ reduction) 9

(2) Includes the senior gross debt reduction of €105Mn and the capital increase in the range €42-71Mn, subject to tax due diligence and final legal terms

The New OHL

Sound and profitable cash generation in the regular construction business providing increased visibility and certainty in the execution of the Business Plan

€5Bn order book in core regions, with positive margins

Cash consumption of the Non-profitable projects under control

  • Geographically diversified operations with attractive growth prospects, further reinforced by OHL's strong capabilities and track-record in core regions (e.g. North America)
  • Healthy order book of €5Bn and large pipeline of attractive opportunities identified
  • Business Plan targeting €120-155Mn run-rate EBITDA by 2022/2023
  • No deviation on the cash consumption guidance for the Non-profitable projects

Additional tangible assets to create value for all stakeholders in the mid-term

>€500Mn1 proceeds from additional assets to the regular business to further delever

Active management on claims collection

  • Optimization of landmark assets sales at attractive valuations to repay debt in the mid-term (e.g. Canalejas, Old War Office)
  • 49% of OWO Book value of €100Mn as of September 2020
  • 50% of Canalejas Book value of c.€200Mn2as of September 2020
  • Active management on claims collection and potential monetization (e.g. Cemonasa)
  • Attractive concession assets with a total book value of €63Mn and greater fair market value
  • An example of this is the announced sale of 33% of the share capital of Nuevo Hospital de Toledo S.A. and 100% of Mantohledo S.A.U. for €76Mn (estimated capital gains of the transaction will be within a range between €45Mn and €50Mn)
  • Grupo Villar Mir and the Company have reached an agreement in relation to the terms on which the debt owed by Grupo Villar Mir will be repaid

(1) Includes Canalejas, OWO and others like Cemonasa; (2) Book value including subordinated debt of ~€45Mn

Proven strategy with strong track-record of delivering on targets

Deliver on 2019 and on 2020 targets based on expected results, despite COVID-19 disruptions

Increased transparency and improved risk controls

  • Implementation of strategic initiatives when joining in 2018 yielding positive results and turning OHL into a sustainable company
  • Credible and transparent strategy, having delivered on 2019 and on 2020 targets based on expected results, despite COVID-19 disruptions
  • Enhanced project risk management through implementation of new centralized control of bidding process and strict oversight and cost monitoring
  • Implementation and pursuit of working capital committees on a monthly basis
  • Strong commitment and focus on independent and best in class corporate governance
  • AENOR certification on: policy and system of anti-corruption management certified in ISO 37001 and Policy and system of crime prevention management certified at UNE 19601

SUMMARY OF PROPOSAL TERMS & CONDITIONS

Economics
Alternative 1

Reinstated debt: 88.0¢

Lock-up fee: 2.0¢ in reinstated debt (subject to accession to the Lock Up Agreement)

Equity: 0.0¢

Debt reduction: 10.0¢
Economics
Alternative 2

Reinstated debt: 68.0¢

Lock-up fee: 2.0¢ in reinstated debt (subject to accession to the Lock Up Agreement)

Equity: 30.0¢
@ €0.74/share

Maximum of 38.25% of bonds allocated to alternative 2

Backstop fee: 5% of the amount that is equitized in alternative 2
Main Terms of
Reinstated Debt

Repayments: 50% in Mar-25 and 50% in Mar-26

Coupon: 6.6% (5.1% cash + 1.5 % PIK) per annum until (but excluding) Sep 15, 2023. PIK increase to 4.65% per annum thereafter

Early Redemption: early redemption at 100% of outstanding principal amount at Issuer's option; mandatory redemption pursuant to asset sale
regime

Asset sales: Designated assets have been identified and proceeds from potential sales of such designated assets will be applied towards debt
repayment with certain baskets for the business to continue its normal operation. This Designated Proceeds regime remains subject to change
based on final agreement reached with banks

Refer to the cleansing statement for other terms such as:

Comprehensive guarantee and security package

Bonding lines agreement

Covenants
Capital increase
Capital increase with rights of €35Mn @ €0.36/share fully underwritten by Amodio
and Tyrus

After the first capital increase, there will be a Private Placement to Amodio
and Tyrus
of up to an additional c.€36Mn1

Amodio's
commit to invest €37Mn between the Capital Increase and the Private Placement. Tyrus
commit to invest €5Mn between the Capital
Increase and the Private Placement

The total potential equity injection will be up to €71Mn

Amodio
to receive a 5% Arrangement and Commitment Fee over €35Mn

Note: refer to the cleansing statement for a more detailed summary of the key terms and conditions

1) Depending on shareholder participation in capital increase

THE RESTRUCTURING MOVES THE COMPANY TOWARDS A SUSTAINABLE CAPITAL STRUCTURE, IF IT MEETS ITS BUSINESS PLAN

  • €250-300Mn target of structural debt (bonds) in the long-run and in line with the Business Plan completion
  • ICO is considered a short term debt to be cancelled

Long-run structural debt analysis:

  • (2) 5.1% Cash + 1.5% PIK per annum up to (but excluding) 15 September 2023. PIK to increase to 4.65% thereafter
  • (3) Amount as of 30th September 2020
  • (4) Includes the senior gross debt reduction of €104.6Mn and the capital increase in the range €42-71Mn, subject to tax due diligence and final legal terms
  • (5) Includes Canalejas, OWO and others like Cemonasa

INDICATIVE TRANSACTION TIMELINE

January February March April May
2H 1H 2H 1H 2H 1H 2H 1H 2H
Commercial Agreement
Execution of LUA
LUA effective date
UK Scheme Process
Launch of UK Scheme
Convening Hearing
Sanction hearing
Capital Increase and Execution
EGM
Approval of prospectus and launch of
rights issue
Rights issue and debt for equity swap
completed

NOTEHOLDERS ACCESSION TO THE LOCK-UP AGREEMENT

As set out in the Cleansing Announcement, the essential terms of the Transaction have been formalized pursuant to the Lock-Up Agreement entered into between the Key Shareholders and the Ad Hoc Group. A process of accession will take place, pursuant to which the holders of the Senior Notes (the "Noteholders") who are not a party to the Ad Hoc Group will be invited to accede to the Lock-Up Agreement.

Noteholders who accede to the Lock-Up Agreement will be required to elect for Option 1 Scheme Entitlement or Option 2 Scheme Entitlement at the time of accession and will be subject to certain trading restrictions in respect of their Senior Notes. For such purposes, Lucid Issuer Services Limited has been engaged to act as calculation agent under the Lock-Up Agreement (the "Calculation Agent"). Noteholders should contact the Calculation Agent via www.lucid-is.com/ohl or by e-mail to [email protected] to access further information relating to the Transaction and for further details as to how to accede to the Lock-Up Agreement.

Noteholders wishing to accede to the Lock-Up Agreement shall provide as soon as possible to the Calculation Agent a duly completed and executed accession letter (in the form set out in the Lock-Up Agreement) and evidence of their beneficial holdings. Noteholders who accede to the Lock-Up Agreement prior to 5.00p.m. (London Time) on 5 February 2021 (or such later date as determined pursuant to the Lock-Up Agreement) (the "Early Accession Deadline") will be entitled to receive a lock-up fee pursuant to the terms of the Lock-Up Agreement in an amount equal to two cents per €1 of the total outstanding principal amount of Senior Notes held by each Noteholder which will be payable in New Notes (the "Lock-up Fee").

Upon obtaining the necessary support from creditors, the Company will accede to the Lock-Up Agreement and subsequently launch a scheme of arrangement under Part 26 or Part 26A of the UK Companies Act 2006 for the purposes of implementing the Transaction (the "Scheme"). Upon the Scheme being sanctioned by the English courts, its terms will be binding on all Noteholders (whether or not they have voted in favour of the Scheme) and the Transaction will be implemented.

If you have any questions, please contact PJT, the financial advisor of the Noteholders, at the following email: [email protected]

KEY PILLARS OF OHL STRATEGY

STRATEGY HAS SHIFTED TOWARDS PROJECTS IN CORE, LOW-RISK

REGIONS WITH ATTRACTIVE GROWTH PROSPECTS…

OHL already has a well-

established footprint in
core regions
REGION KEY CONSIDERATIONS 1
SIZE
GROWTH OHL FOCUS ORDER BOOK
(9M20)
North America
\$1Tn infrastructure plan announced to upgrade US
highways, railroads, bridges and broadband the next 10 years

OHL
is a strong incumbent player in NY, California, Texas,
Illinois and Florida with €1Bn+ sales
\$1.0Tn 2.5%
2019-23E CAGR
€2.0Bn
Europe
€650Bn InvestEU Programme (2021-2027) to include
sustainable infrastructure investments for Europe

Spanish goverment plan to invest €5Bn+ in PPP roads and
promote renewable expansion

OHL has 100+ years experience in Spain with €500Mn+
annual sales and strong presence also in East Europe (e.g.
Czech Republic)
\$1.1Tn 4.0%
2019-23E CAGR
€2.2Bn
LatAm
Increase in infrastructure spending driven by greater focus
on PPP investments from government and investment funds

OHL focus on the development, construction & operation
of toll roads with €600Mn+ sales and 40+ years
infrastructures experience in the region
\$0.3Tn 0.9%
2019-23E CAGR
€0.8Bn
MENA
&
APAC

OHL exited MENA to focus on core low risk countries /
regions

Pace of growth in APAC to slow over the next years as the
Chinese government decelerates the pace of
infrastructure investments

APAC considered non-core region given lack of local
competive advantage
\$2.1Tn 4.9%
2019-23E CAGR
Exit €<0.1Bn

Attractive market growth prospects are further reinforced by OHL's strong capabilities, presence and track-record in some key regions (e.g. North America)

Source: BMI Research (1) Based on global construction output value in real 2019 US\$Tn

ON CORE AREAS AND SMALLER PROJECTS

New awards and replacing the order book are a continued area of focus for OHL

(1) Based on construction order book

OHL HAS A HEALTHY ORDER BOOK OF PROJECTS

Construction order book evolution FY19-9M20 (€Mn)

1

OHL top construction projects in order book 9M20 (€Mn)

Project Country Size -
€Mn
Project I-405 321
South Corridor Rapid Tran Main 315
Autopista Vespucio Oriente 207
NY TN-49 Replacement of roadway Deck in susp. 133
I-294 Grand-Wolf/I-490 R S1/S2 129
Rehab Appr Viaduct Throgs Neck 123
Ute Túneles Norte Sevilla 101
SK_Dial`nica Hubová -
Ivachnová
98
Modernizace trati Sudoměřice -
Votice
87
Hospital De Albacete 84
LAV Vitoria-Bilbao-San Sebastián (Angiozar) 71
Western Access Tollway I-490 69
LAV Oslo-Ski (Follo line project) 59
Rehabilitation of Riverside Drive viaduct. New York 57
M. Copper-Chile-Mantos Blancos EW 55
Valencia Advnd Water Trtmt Fac 53
Ute Puerto-Caldereta 60% 52
EPC FV -
Sol de Atacama
51
FAIRWAY DRIVE 49
Design/Build Belmont Pk/Elmont 49
I-57 Rdwy & Brdg Widening 46
FFCC Marmaray
Project CR3
45
LAV Zaragoza -
Pamplona (Villafranca-Peralta)
42
King City Route 101 41
Key projects in order book 2,336

MARGINS ABOVE THE 8% TARGET

FY18 guidance: cash outflow from non-profitable projects (€Mn)

2

Actual and revised cash outflow from non-profitable projects (€Mn)

TOTAL: €333Mn

Good cash management and no material deviations on non-profitable projects guidance

Note: "Non-Profitable Projects" means (i) any Legacy projects plus (ii) other projects that have consumed cash in the business plan in the last two years

THROUGH A DISCIPLINED AND CENTRALIZED PROCESS

NEW INITIATIVES KEY CONSIDERATIONS

Centralized risk
decision process

Authorization process aimed at minimizing bidding risks of contract mispricing

Special committee to approve bids / new tender

Other new dedicated committees aimed at monitoring order book, performing bond and cash control
with stronger
oversight over regional hubs

Disciplined profitability
targets

Business lines are not authorized to bid projects with gross margin
below 10% without authorization from the high level pursuit
committee

Continued strict monitoring of working capital and cash preservation

New initiatives aimed to reduce overhead costs to c.4% of sales

Conservative approach
to claims

Executive decision to recognize gross cash outflows from non-profitable contracts excluding claims

Going forward claims are not recognized in P/L or BS until they are payable
to OHL, so they are considered as upside

Maximization of collection of claims through an exclusively dedicated and multidisciplinary team

Stronger risk
management

Strict oversight and monitoring of projects from bidding phase, to profitability / cost monitoring

Non-profitable projects –
No deviations incurred thanks to rigorous operational management

Prudent financial policy with
reduction of equity contribution in the projects

Maintain ample liquidity

High priority given to the reduction of overhead costs and significant progress achieved (reduced 45% vs. 2017 costs) and targeting further reductions

(1) Including costs of project studies (2) Excluding costs of project studies

STRATEGY OF GROWTH IN CONCESSIONS

5

Overview of new concessions investment framework Key considerations

  • OHL to partner with financial investors to help them navigate and maximize the value of the greenfield lifecycle in our Core Regions
  • Reducing execution risk and leveraging on OHL's expertise in the design and planning of complex works
  • Strong track record and in-house capabilities within OHL
  • Capitalizing on fınancial player's greater access to funding and minimizing OHL's equity contribution
  • Unique value proposition with limited equity contributions
  • Objective: >30% of the order book in the future to be represented by Concessions Projects and Infrastructure Developments with double digit construction gross margin thanks to stronger negotiating position vs. customers
  • Construction gross margin of +10% fully covers the equity funding required (4-9%)

REDUCTION OF CASH INVESTMENT REQUIRED AND WITH CLEAR

ROTATION STRATEGY

5

  • Focus on core construction regions: Europe, Latam and USA
  • Investment in 6 concessions over next 3 years
  • New sales contribution and double digit margins
  • Equity investments required for Senda Infra will be supported by execution of asset rotation strategy

Concession assets owned by OHL which could be potentially divested in the mid-term

Concession Assets OHL
stake %1
Sociedad Concesionaria Aguas de Navarra 65% Expected
Nuevo Hospital Toledo –
Sale already announced (€76Mn)
33% Value to be
sold for:
Health Montreal Collective Limited Partners 25% €100-150Mn
Concession Assets OHL
stake %1
Aguas de Navarra 65%
Sociedad
Concesionaria
Centro Justicia
Santiago
100%
Marina Urola 51%
Health Montreal Collective Limited Partners 25% Total book
value:
Hospital de Burgos 21% €63Mn
Hospital de Toledo –
Sale already announced (€76Mn)
33%
N.D Esportiva
de Bará
50%
Other –
under litigation
Book value2
(€Mn)
Cemonasa 204
Aeropistas/Eje
Aeropuerto
19

LANDMARK NON-CORE ASSETS CAN BE MONETIZED IN THE SHORT TO

MEDIUM TERM TO FURTHER IMPROVE LIQUIDITY

6

  • First project executed by OHL in London
  • Restore and reconvert the premises of the former British War Office into Raffles chain hotel, apartments, restaurant and bar area, spa and gym

49% owned by OHL 50% owned by OHL

Value of €100Mn

  • This project is currently being refinanced and increasing its banking debt to cover for the enhancements introduced in the project
  • The asset is for sale and its current partner is the preferred potential bidder
  • Sale of the OHL stake is expected for 2021

  • High-quality mixed-use development

  • Seven historic buildings in Madrid's city centre
  • Will include fırst and only Four Seasons Hotel in Spain

Value of c.€200Mn1

  • Hotel opened in September 2020
  • Commercial area expected to open in 2021
  • Residences and offices 100% sold

CANALEJAS – MADRID'S NEW FLAGSHIP COMPLEX 6

Sophistication thrives at this historical property in the heart of Madrid that is redefining the meaning of luxury urban living in the Spanish Capital

The vision of internationally acclaimed interior designer Luis Bustamante, bedrooms combine high ceilings, offering panoramic views across the center of Madrid

Deeply rooted in Spanish architectural tradition, every effort has been made to ensure the historic Canalejas Centre retains its original aesthetics

One of the largest urban development projects in Europe, these exclusive buildings take center stage in the luxury Canalejas Centre, alongside upmarket boutiques and the city's finest restaurants

Canalejas is one of the landmark real estate projects in Spain, and will contribute to restore some of the most iconic buildings and to revive the most emblematic area of Madrid

SPLENDID COMPLEX THAT WILL BE A REFERENCE FOR LEISURE AND TOURISM

LIQUIDITY AND DELEVERAGING AS THE BUSINESS PLAN IS DELIVERED

Cemonasa1 Ciudad Mayakoba Grupo
Villar
Mir and Pacadar

The OHL subsidiary Cercanías
Móstoles
Navalcarnero, S.A., ("CEMONASA") and the
Community of Madrid (the "CAM") entered in
2008/2009 into a concession contract for the
construction and operation of the train
"Cercanías
Móstoles
Navalcarnero".
CEMONASA's obligations were secured by
certain guarantees (avales) granted by OHL for
the bid phase

CEMONASA initiated proceedings against the
CAM in relation to the fine imposed and OHL
initiated proceedings against the CAM based on
the subsequent acceleration of guarantees(1)

OHL has decided not to sell CEMONASA for
now and try to get the full claim in the medium
term

In the context of the (i) situation caused by
COVID, (ii) unfavorable exchange rate, and (iii)
unsupportive state of the country and the real
estate market, final agreement on Ciudad de
Mayakoba
collection is of €9.7Mn vs. the
c.€20Mn (incl. default interest expense) that
remained to be collected

The loss of this collection has been recorded
within the fiscal year 2020

GVM and the Company have reached an
agreement in relation to the terms on which the
debt will be repaid, subject to GVM and the
Company obtaining the required waivers from
their financial creditors on or before 20 February
2021

The principal key terms are:

The delivery in payment (dación
en
pago) of
100% shares in Pacadar
held by GVM in
favour
of the Company

The delivery in payment (dación
en
pago) of
32.5% quota shares in Alse
Park, S.L. held by
GVM in favour
of Obrascón
Huarte
Laín
Desarrollos, S.A.U.

The acknowledgement of GVM's pending debt
against the Company after the delivery in
payment (dación
en
pago) of the Pacadar
Shares and the Alse
Park quota shares for an
amount of €46Mn (of which (i) €22Mn (Tranche
1) will mature in 5 years, (ii) €11Mn (Tranche
2) will mature in 2 years and (iii) €13Mn
(Tranche 3) will mature in 5 years, but will only
€300Mn claim €10Mn have been collected in Q3 2020.
Remaining amount has been impaired due
to COVID-19 impact
accrue in favour
of OHL if certain conditions
are met in connection with the market
capitalisation
of GVM's participation in
Ferroglobe
PLC / its price in an eventual sale)
Total book value: €204Mn Impact recorded in fiscal year 2020 secured by:

Shares in Espacio
Information
Technology

Receivables of GVM

OHL HAS ALSO REVISED AND ESTABLISHED A SOLID AND

BEST-IN-CLASS CORPORATE GOVERNANCE PRACTICE

7

A reference in the sector with Good Governance recommendations
Policy of diversity applied in relation to the Board of Directors
Majority of non dominical Board Members
New
governance
Compliance with Sustainable Development Goals (SDG) and Ten Principles of
the United Nations Global Compact.
Member of the FTSE4Good Ibex stock index

Three organisational units subject to the policies established by the Board of Directors

Strong commitment to good governance and social & environmental sustainability

OHL IS IMPLEMENTING THE NEW STRATEGY THROUGH SPECIFIC

ACTIONS

Key areas Description 70.6% out of the total
Targets
cash outflow already
consumed in 2019/2020
Unprofitable cost
control

Strict risk control procedures leading to no new non-profitable projects since
2014

Monitoring of cash consumption of unprofitable projects until works completion

De-risking agreements in two main unprofitable projects through subcontracting
<€100Mn
Total non profitable projects
cash outflow expected from
2020
Geography focus and
core capabilities

Focus on core regions with proven expertise: USA, LatAm and Europe

Strong growth potential from attractive infrastructure programs and concession
development opportunities

Focus on smaller / simpler projects vs high-complexity / size of the unprofitable
projects (>€1Bn value)
Low risk countries

3 core regions

Less complex

projects
Cost structure and
overheads

Target reduction of overhead costs to c.4% of sales

Focus on elimination of overlapping roles and efficiency

c.€107Mn recurring savings achieved from 2017
c.4%
of sales
Total p.a. overhead costs
Capital light approach
to concessions

Partnership with financial investors for greenfield projects in core regions

Minimize OHL's equity contribution while accessing profitable concession

Long-term objective:
30% of portfolio to be driven by concessions projects
4-9%
Equity funding in SPV
Potential divestments
/ claims monetization

Clear path to potential divestments of identified assets:
Old War Office and
Canalejas

Other claims (Cemonasa) and additional assets to the regular business can be rotated
to de-leverage
c.€500Mn1
Active management
Effective and active management of other initiatives in place to renegotiate existing
non-profitable contracts, actively manage claims collection and maximize
cash
generation and optimize company performance
Strict control over
the business

Business plan review

KEY BUSINESS PLAN FIGURES

Sales breakdown by division (€Mn)

EBITDA breakdown by division (€Mn)

76 71 87 120 153 10 9 18 11 13 12 14 13 15 17 (33) (26) (31) (27) (28) 65 68 87 119 155 2019A 2020E 2021E 2022E 2023E

Construction Industrial Services Corporate & others

Order book breakdown by division (€Mn)

Contracting breakdown by division (€Mn)

OVERVIEW OF FINANCIAL PROJECTIONS

This business plan would assume an improvement in confirming, bonding lines and business normalization, which would significantly increase the

which would significantly increase the
Financial forecasts Expected operating cash flow Plan targets
€Mn 2019A 2020E1 2021E 2022E 2023E
Operating Cash Flow2 117 73 -
95
217 233 302
Overhead
and project
studies
(145) (133) (143) (152) (160)
Financial expenses & Taxes 3 (58) (56) (34) (34) (43)
Total Cash Generation/(Consumption) from activity (86) (116) -
(94)
41 48 98
4
Divestments
77 30 150 50 -
Investments (87) (35) (34) (38) (47)
Ordinary Cash Flow (97) (121) -
(99)
157 60 51
Non profitable projects (146) 5
(c.90)
(65) -
(55)
(35) -
(10)
-
Total Cash Flow 6 (241) (209) –
(189)
92 -
102
25 -
50
51
Net Debt (recourse) (107) 76 (128) (178) (229)
Net Debt (Non recourse) 51 55 55 55 55
Centralized liquidity (with recourse) (258) (c.190) (164) (221) (280)
Order book 5,000 4,470 4,932 5,681 6,619
Bonding lines projections
2021E
Increase/(Decrease) of needed bonding lines to reach business plan
330 -
2022E 2023E
769
468 –
556
690 -
778
Bonding
0 -
439
0 -
88
175 -
263
Insurance
182
224 247
Banking
148
244 268

Key highlights

Achievable plan which shows the path to the normalization and stability of the Company assuming it receives the support from all stakeholders

After several years enhancing the Company's structure and profitability, having reached an agreement with bondholders and now with a new shareholder with proven commitment on board, this transaction is the last step towards normalization

  • (1) Year end figures may differ from these projections, as these are estimates that are being revised
  • (2) Includes all related to activity: cash generation, taxes, maintenance capex and others
  • (3) Includes all financial expenses of the company (i.e. bond coupon, leasings, ICO interest, factoring, performing bonds, bond transaction estimated expenses and others)
  • (4) 2021 includes OWO rotation among others. No proceeds assumed from Cemonasa or Canalejas in the period
  • (5) Non-profitable projects Cash Flows may differ as company manages to optimize cash consumption. However, the total amount of cash consumption related to non profitable projects should be maintained throughout the BP period as optimization mostly relates to deferrals
  • (6) The Total Cash Flow should be interpreted as a range depending on the final consumption of the non-profitable projects and cash generation at operating level

Liquidity forecasts

€Mn Q1 2020A Q2 2020A Q3 2020A Q4 2020E
o/w Centralized liquidity
(with recourse)
172 204 178 c.190
o/w decentralized liquidity 372 367 333 460
Liquidity position end of period 544 571 511 650

Key considerations

  • OHL has successfully managed its liquidity throughout 2020, in the middle of COVID-19 and its restructuring
  • In the context of this transaction and with access to new bonding lines, the company will be able to deploy its business plans appropriately

Subject to changes based on final agreement reached with banks

INDICATIVE CORPORATE STRUCTURE POST RESTRUCTURING1,2

  • (1) The chart below shows an indicative simplified corporate structure and does not show all entities within each OHL SA Subsidiary. Furthermore, details below only include main security package of New Secured Bonds and does not reflect personal guarantees. Aside from pledges illustrated, the New Secured Bonds are also secured by means of pledge of credit rights of certain construction contracts, credit rights under intragroup loan agreements and pledge over certain accounts
  • (2) The target of the hive down is that the sales generated by entities within the issuer group account for at least 80% of the overall group, subject to certain agreed headroom
  • (3) OHL has reached an agreement with GVM in relation to the debt owed to OHL. Please refer to slide 32 for further detail. Pacadar will be pledged in favor of the New Secured Bonds to the extend it becomes a subsidiary
  • (4) Bondholders that would become shareholders of the Company post-restructuring are not all current bondholders, but only those who have opted for Alternative 2 (which is capped at 38.25% of the bonds)
  • (5) There is a cash account with €140m that is pledged to the €313.7Mn G6 Bonding line. Cash collateral to be increased to €160Mn upon a divestment of OHL Desarrollos. This additional €20Mn will guarantee the €40Mn G6 Bonding Line. Subject to an agreement with banks, these cash collaterals would also guarantee the New Secured Bonds
  • (6) This figure assumes 100% of noteholders adhere to the lock-up agreement
  • (7) Amount outstanding as of September 2020
  • (8) OHL Desarrollos SAU has €307.5Mn of intragroup debt outstanding as of July 2020, securing the Bridge Financing and the New Secured Bonds

THE STRATEGIC PLAN AND INITIATIVES ANNOUNCED IN 2018 HAVE YIELDED POSITIVE RESULTS, THOUGH LEVERAGE REMAINS HIGH

Overview of 9M2020 and FY 2019 results

(€Mn) FY18 FY19 9M19 9M20
on
pti
m
onsu
d cash c
L an
&
P
Sales 2,907 2,960 2,120 2,070
EBITDA (496) 65 40 54
% EBITDA margin (17.1%) 2.2% 1.9% 2.6%
Total activity cash
consumption
(429) (230) (320) (274)
Balance sheet Recourse liquidity 1,033 782 729 511
Recourse gross debt 687 675 681 668
Recourse net debt /
(Cash position)
(347) (107) (48) 157

Sales maintained at sustained levels with focus on order book replenishment

Order book at €5.0Bn with €1.7Bn of new awards in 9M20

Positive and improving consolidated margins since 2018:

EBITDA margins remained positive, reflecting strong cost control even under COVID-19 environment

Positive €65Mn EBITDA in 2019, with positive trend of LTM 9M20 €79Mn despite the negative impact of COVID-19 resulting in a decline in activity (mainly in construction)

Focus on cash control consumption decrease since 2018

  • Still impacted by unprofitable projects
  • Increased monitoring of centralized liquidity post COVID-19 outbreak

EBITDA margin improvement in 9M20 compare to 9M19 despite the impact of COVID-19

FY 2019 results by division (€Mn)

IMPROVED OPERATIONAL PERFORMANCE ACHIEVED ACROSS DIVISIONS WITH STRATEGIC DECISION TO FOCUS ON THE CORE REGIONS FOR OHL

2,449 2,452 FY 18 FY 19 Construction Industrial Services (330) 76 FY 18 FY 19 (13)% 3% 190 218 FY 18 FY 19 (63) 10 FY 18 FY 19 (33)% 5% 264 276 FY 18 FY 19 1 12 FY 18 FY 19 0% 4% REVENUE EBITDA1 X% EBITDA margin

FY 2019 results by geography (€Mn)

Increasing revenues and positive EBITDA across divisions, with business focused on OHL's 3 core markets. Positive performance reinforced in 2019FY

STRICT CASH AND COST CONTROL HAS RESULTED IN SIGNIFICANT CASH FLOW IMPROVEMENT

Positive cash flow impact across divisions resulting in lower overall cash consumption

CEMONASA CLAIM AND STATUS

The OHL subsidiary Cercanías Móstoles Navalcarnero, S.A., ("Cemonasa") and the Community of Madrid (the "CAM") entered in 2008/2009 into a concession contract for the construction and operation of the train "Cercanías Móstoles Navalcarnero" (the "Agreement"). Cemonasa's obligations under the Agreement were secured by certain guarantees (avales) granted by OHL for the bid phase

On 12 July 2016, the Madrid Commercial Court No.1 declared the voluntary insolvency of Cemonasa and on 15 March 2017 the court issued an order for its liquidation

  • Proceedings related to the Penalty and the Guarantee
  • On 11 February, 2016 the CAM imposed a penalty of approximately €32Mn on Cemonasa claiming that the works under the Agreement were not delivered in time (the "Penalty"). In order to seek payment of the Penalty, the CAM accelerated the guarantees provided by OHL in an amount of approximately €15Mn (the "Guarantee")
  • The Penalty was challenged by Cemonasa and in this respect, the Madrid High Court delivered a judgment on 31 October 2019 setting out that the resolution under which the Penalty was imposed was null and void. The CAM then filed a cassation appeal before the Supreme Court against this judgment. This appeal was not admitted by resolution of the High Court dated November 13 of 2020
  • In this context, OHL initiated proceedings before the Madrid High Court to recover the approximately €15Mn paid as a result of the enforcement of the Guarantee. Such proceedings (No. 1108/16), have been stayed pending the resolution of the cassation appeal mentioned above
  • Proceedings related to the cause of termination of the Agreement
  • On July 2017 the CAM unilaterally terminated the Agreement due to causes attributable to Cemonasa
  • Cemonasa filed an appeal before the Madrid High Court (No. 1129/17) in relation to the cause of termination of the Agreement. In such proceedings, the Madrid High Court resolved that the cause of termination of the Agreement was the initiation of the liquidation phase of the insolvency proceedings of Cemonasa. This judgment is final and therefore cannot be appealed by the CAM
  • In addition, OHL filed an appeal on the same grounds (No. 1080/2017) which has been definitively resolved by the Madrid High Court, considering as well that the cause that motivated the termination of the Agreement was the opening of the aforementioned liquidation phase
  • On 21 March 2018 Cemonasa initiated proceedings against the CAM before the Madrid High Court (No. 246/18), requesting the CAM to pay Cemonasa an amount of approximately €300Mn for the amounts invested in the development of the works under the Agreement since it considered the Agreement was terminated as a consequence of the commencement of the liquidation phase of the insolvency proceedings. A date has not been set for voting and ruling on this appeal. Once the Madrid High Court delivers its decision, the parties could appeal such judgment before the Supreme Court
  • It should be noted that on 20 August 2018 the CAM already recognized an amount of €123Mn to be paid to Cemonasa as a result of the termination of the Agreement by the CAM (which gave rise to appeal No.1129/17 mentioned above). Cemonasa is currently challenging this decision in the administrative jurisdiction since it considers the amount to be insufficient
  • Proceedings related to the damages and losses arising from the termination of the Agreement
  • On 27 July 2018, and as a result of the termination of the Agreement, the CAM initiated administrative proceedings against Cemonasa to claim damages and losses of €355Mn. Cemonasa filed an appeal against this administrative proceedings before the Madrid High Court (appeal No. 1107/18). To date, is pending of judgement
  • Other proceedings
  • On 6 October 2020 Cemonasa filed an administrative claim of €53,490,408 against the CAM, to pay certain additional works that were executed by their order and not included in the Agreement

TOTAL PROVISION OF €15MN FOR QATAR FOUNDATION LITIGATION OVER SIDRA CENTER CONTRACT TERMINATION IN JULY 2014

  • Through its JV(1) with Contrack Cyprus, OHL has been involved in a litigation process against Qatar Foundation for Education, Science and Community Development (QF) for the termination of the Sidra Medical Research Centre (Doha, Qatar) contract in July 2014 due to construction delays(2)
  • The JV claims €354Mn:
    • (i) €214Mn reimbursement of enforced guarantees
    • (ii) €44Mn for the settlement of the unpaid contract variations carried out that had already been acknowledged in the partial award
    • (iii) €18Mn for the acknowledgment and settlement of the unpaid contract variations carried out for which no arbitral award has yet been given
    • Dismissed in November 2018 ruling stating the contract termination to be lawful
    • (iv) €78Mn for the settlement of the construction prolongation costs in line with the prolongation period already recognised in the partial award
    • €16Mn dismissed in June 2019 ruling
  • QF claims €1.1Bn:
    • (v) €885Mn of termination costs
    • (vi) €193Mn of delay penalties
    • (vii) €30Mn of defect repair costs
    • Acknowledged in March 2020 ruling
  • (i), (ii) and (vii) will not be affected by the decision of the arbitral tribunal
  • New hearings to be planned once the new Tribunal is formed
  • Despite filing an appeal in April 2020, OHL has provisioned €15Mn (55% of its JV ownership) for the defect repair costs due to QF
  • Based on updated third-party legal reports as of today, Management assessed that despite current level of uncertainty, further losses are not likely to arise for the Group

(1) OHL owns 55% of the JV, while Contrack Cyprus owns the remaining 45%

(2) In February 2019, it was determined that ~95% of the work had been completed at termination date

AUTOPISTA EJE AEROPUERTO CLAIM AND ITS INSOLVENCY PROCEEDING PROCESS

  • In June 2008 and 2009 the Autopista Eje Aeropuerto Concesionaria Española S.A.U. claimed against the Spanish Ministry of Public Works requesting for a restoring of the economic feasibility of their concession
  • From 2012 until 2017, OHL had been claiming for the payment of the amounts earmarked in the compensation account due to the shortfall in traffic and the over costs during these years
  • All claims have been rejected by the courts by the end of 2019
  • A decision had yet to be handed down on the appeal filed at the Supreme Court for compensation for additional work performed
  • In December 2013 Autopista Eje Aeropuerto declared involved in insolvency proceedings together with Aeropistas S.L.U. its sole shareholder
  • Common phase of the insolvency proceeding List of creditors submitted in May 2015
  • (i) "Eje Aeropuerto" value: €413Mn out of which €396Mn were intangible assets and (ii) "Aeropistas" value: €337Mn
  • In July 2015 an order was issued to end the common phase and open the phase of arrangement
  • In October 2015 the court rejected the arrangement proposals and ordered the commencement of the liquidation phase
  • The commencement of the liquidation phase led to the exclusion from consolidation from October 2015 onwards
  • In October 2019, the court described the insolvency proceeding as "fortuitous"
  • In parallel, an Administrative Litigation Appeal 210/2018 was initiated at the Supreme Court. This appeal has an undetermined amount, and will only discuss whether the date of termination of the contract must be that of the liquidation phase (13/10/2015) and if, in that case, the State had three months to settle the contract from that date onwards, owing interest arrears since then. Decision was handed down on this appeal on 17 June 2020, with no conclusion until the rest of the other ongoing procedures are not solved
  • In October 2019, an administrative contentious appeal 276/2019 was filed by the Insolvency practitioners of Autopista Eje Aeropuerto Concesionaria Española SA at the Supreme Court considering the agreement of the Council of Ministers of 26 of April of 2019 of interpretation of certain contracts of concession of highways, regarding the method to calculate the "Government liability" (RPA).
  • This appeal challenged (i) the infrastructure amortization method, (ii) the amount to be paid for compulsory purchase and (iii) the amount to be paid for modifications and/or additional work
  • The result of this last procedure will be decisive for the final calculation of the RPA
  • In February 2020, the Company was notified that the preliminary amount could be zero. In January 2021, the company was once again notified of the final settlement quantified by the Spanish Ministry of Public Works which despite being higher than that notified in 2020, after the discounts applicable, is still zero
  • In response, in March 2020 the concession operator filed pleadings and documentation evidencing the construction work exceeded €400Mn and that the compulsory purchase expense amounted €179Mn
  • The Parent's directors consider that the progress in the process will enable the net investment to be recovered, with a carrying amount of €19Mn

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