APPENDIX I. Comparable Precedent Transactions

APPENDIX I

In addition to the justifications as set out in Section 2.7.1 of this announcement, MAHB has also considered the following in arriving at the Purchase Consideration: 1

The EV/EBITDA multiple of this transaction is 15.0 times. For information purposes, the combined EBITDA of EUR57.26 million is computed based on the latest audited IFRS consolidated financial statements of ISG and LGM for the FYE 31 December 2012. The combined EV of EUR861.4 million is based on the total purchase consideration adjusted for a 100% equity stake and debt and cash. Note: 1

EV based on financial Net Debt as of 31 December 2012 audited IFRS financial statements EBITDA based on 2012 audited IFRS financial statements, including other income and other expenses

(i)

Comparable Precedent Transactions We have considered the EV/EBITDA of selected precedent control transactions over the past 8 years in Europe prior to 23 December 2013 where the target companies are involved in airport operations. The selected target companies may not be directly comparable to the Proposed Acquisitions in terms of, among others, valuation basis, nature of consideration and timing of transaction. In addition, the prices of the Comparable Precedent Transactions (as defined herein) may not represent a fair value given other factors which may influence the pricing of comparable transactions, including, amongst others, potential synergies and strategic reasons of the transacting parties. The table below sets out the announced selected control transactions that were undertaken in Europe from (and including) year 2006 up to (and including) year 2013 prior to this announcement (“Comparable Precedent Transactions”): Completion Date 27/11/2013

Target

London Luton Airport Operations Limited

Bidder

Aeropuertos Españoles y Navegación Aérea SA, AXA Private Equity, AXA Infrastructure Fund III

Seller

TBI Limited

Currency

Deal Value (LCCm)

% Equity stake

EV/EBITDA (times)

GBP

433

100%

11.9

APPENDIX I

Completion Date

Target

Bidder

Seller

Currency

Deal Value (LCCm)

% Equity stake

EV/EBITDA (times)

02/12/2013

Generale Mobiliare Interessenze Azionarie S.p.A

Atlantia SpA

UniCredit S.p.A., Changi Airports International, Silvano Toti Spa, Changi Airport Group (Singapore) Pte Ltd., Mediobance S.p.A, Asset Management Arm, Infrastructure e Sviluppo S.p.A. and other investors

EUR

2,255

100%

11.1

17/09/2013

ANA Aeroportos de Portugal S.A.

VINCI Airports SAS

Parpublica – Participacoes Publicas SGPS SA and Directorate General of Treasury and Finance

EUR

3,080

95%

15.4

28/02/2013

Stanstead Airport Limited

Manchester Airport Group PLC

LHR Airports Limited (previously known as BAA Airports Limited)

GBP

1,500

100%

15.9

31/05/2012

Edinburgh Airport Ltd.

Global Infrastructure Partners, Global Infrastructure Partners II, L.P.

LHR Airports Limited (previously known as BAA Airports Ltd)

GBP

807

100%

16.7

03/12/2009

Gatwick Airport Limited

Global Infrastructure Partners, Global Infrastructure Partners L.P.

LHR Airports Limited (previously known as BAA Airports Ltd)

GBP

1,510

100%

9.2

05/12/2008

London Southend Airport Company Limited

Stobart Group Limited

Regional Airports Limited

GBP

16

100%

23.5

APPENDIX I

Completion Date

Target

Bidder

Seller

Currency

Deal Value (LCCm)

% Equity stake

EV/EBITDA (times)

22/10/2008

London City Airport Limited

Global Infrastructure Partners, Global Infrastructure Partners L.P.

AIG Financial Products Corp.

GBP

491

50%

27.6

29/09/2008

George Best Belfast City Airport Ltd.

EISER Global Infrastructure Fund, EISER Infrastructure Partners LLP (previously known as ABN AMRO Infrastructure Capital Management Limted) and Faros Investment Partners

Ferrovial Aeropuertos S.A.

GBP

133

100%

9.0

06/06/2007

Budapest Airport Zrt.

HOCHTIEF AirPort GmbH, Caisse de dépôt et placement du Québec, GIC Special Investments Pte. Ltd, KfW

LHR Airports Limited (previously known as BAA Airports Ltd)

EUR

1,900

75%

24.6

03/05/2007

Leeds Bradford International Airport Ltd.

Bridgepoint Advisers Limited

Leeds, Bradford, Kirklees, Wakefield and Calderdale councils

GBP

146

100%

29.3

24/11//2006

London City Airport Limited

AIG Financial Products Corporation, Global Infrastructure Partners, Global Infrastructure Partners L.P.

Dermot Desmond

GBP

743

100%

35.0

05/01/2007

Exeter and Devon Airport Limited

Balfour Beatty plc

Devon County Council

GBP

60

100%

27.0

APPENDIX I

Completion Date 30/11/2006

Target

Bristol Airport Limited

Bidder

Macquarie Airports Management Limited

Seller

Ferrovial, S.A.

Currency

Deal Value (LCCm)

% Equity stake

EV/EBITDA (times)

GBP

53

50%

18.2

High

35.0

Low Average

9.0 19.6

Notes: The above table is based on public disclosures of the companies and Mergermarket. Multiples are on a LTM basis and Last Financial Year where LTM figures are not available. LCCm

Local currency (million)

GBP

Great Britain Pound

Based on the Purchase Consideration of EUR225 million and adjusted for a 100% equity stake of EUR562.5 million, the EV/EBITDA multiple of ISG and LGM on a combined basis is approximately 15.0 times. Premised on the table above, the EV/EBITDA for the Proposed Acquisitions of 15.0 times is:

(ii)

(a)

lower than the average EV/EBITDA of Comparable Precedent Transactions of 19.6 times; and

(b)

within the range of EV/EBITDA of Comparable Precedent Transactions of 9.0 times to 35.0 times.

Comparable Companies The Comparable Companies have been chosen from companies listed around the world that are broadly comparable to the business of MAHB after taking into consideration, among others, principal activities and historical financial performance. Please note that the selection of Comparable Companies is subjective and judgmental and these companies may not be directly comparable to MAHB due to various factors that may include but are not limited to size, scale of and composition of business activities, operating history, market capitalisation, capital and shareholding structure, geographical coverage of business activities, profit track record, financial strength, risk profile and future prospects.

APPENDIX I

Set out below are the profiles of Comparable Companies and their EV/EBITDA multiples: Comparable Companies Aeroporto di Venezia Marco Polo SpA Flughafen Wien AG

2

TAV Havalimanlari Holding AS

3

4

MAHB

Flughafen Zuerich AG

Market Cap (EUR mil)

Enterprise Value (EUR mil)

EV/EBITDA (times)

713

773

11.4

Austria

1,271

1,910

8.4

Turkey

1,800

3,110

14.9

Malaysia

2,576

3,359

14.9

Switzerland

2,601

3,483

10.7

New Zealand

2,765

3,401

17.8

Country

5

Auckland International Airport Ltd

6

1

Italy

2012

Low

8.4

High

17.8

Average

14.7

(Source: Bloomberg as at 22 December 2013) The comparable companies selected above each has a market capitalisation that is less than EUR3 billion. Notes: 1 2

3

4 5 6

Aeroporto di Venezia Marco Polo SpA operates the Marco Polo Airport in Venice, Italy. Aeroporto di Venezia Marco Polo SpA operates through a concession from Italy's Ministry of Transport. Flughafen Wien AG manages, maintains, and operates the Vienna International Airport and the Voslau Airfield. Flughafen Wien AG offers terminal services, air-side and land-side cargo handling, and the leasing of store, restaurant, and hotel airport building space to third party operators and businesses. TAV Havalimanlari Holding AS is an airport operator. TAV Havalimanlari Holding AS operates in airports in Turkey, Georgia, Tunisia, Macedonia, Saudi Arabia and Latvia. TAV Havalimanlari provides service in all areas of airport operations such as duty-free, food and beverage, ground handling, IT, security and operations. MAHB is an investment holding company. MAHB, through its subsidiaries, provides management, maintenance, and operation of designated airports. MAHB also operates duty-free and non-duty free stores as well as provides food and beverage outlets at the airports. Flughafen Zuerich AG operates the Zurich Airport. Flughafen Zuerich AG constructs, leases, and maintains airport structures and equipment. Auckland International Airport Ltd owns and operates the Auckland International Airport. Auckland International Airport Ltd includes a single runway, an international terminal and two domestic terminals. Auckland International Airport Ltd also has commercial facilities which include airfreight operations, car rental services, commercial banking center and office buildings.

Based on the Purchase Consideration of EUR225 million and adjusted for a 100% equity stake of EUR562.5 million, the EV/EBITDA multiple of ISG and LGM on a combined basis is approximately 15.0 times, which is within the range of EV/EBITDA multiples of the abovementioned selected comparable companies.