Ferrovial / BAA –

A Transforming Acquisition
3rd July 2006
 Disclaimer
By attending the meeting where this presentation is made you agr ee to be bound by the following limitations:
u No warranty or representation is given, express or implied, and no responsibility or liability is accepted, by Airport Developme nt and Investment
(“ADI”), Altitude Assets plc (“Altitude Assets”), Grupo Ferrovia l, S.A. (“Ferrovial”), Caisse de dépôt et placement du Québec (“CDP”), GIC Special
Investments Pte Limited (“GIC SI”) or Citigroup Global Markets Limited (“Citigroup”) or any of their respective subsidiaries, connected persons,
officers, employees, advisers or agents, as to the fairness, acc uracy, completeness or reasonableness of the information contain ed in this
presentation, including any figures, opinions or forecasts, and no reliance should be placed on it.
u The content of the presentation (including, but not limited to, financial information) is based on information Citigroup were aw are of on June 2006
and has not been updated. Since this date, knowledge of matters may have been acquired which render the presentation incomplete or misleading
and which, had they been know about at the date of the presentat ion, would have led to material changes being made to the content of the
presentation. Neither Citigroup nor Ferrovial have any obligation to advise you of any such matters.
u This presentation is being given on the basis that ADI’s acquisition of BAA plc (“BAA”) will be to acquire day -to-day control of the affairs of BAA.
u This presentation does not constitute or form part of, and shoul d not be construed as, any offer or invitation to subscribe for, underwrite or
otherwise acquire, any securities of ADI, Altitude Assets, Ferro vial or BAA or any other entity or any member of their respective groups nor should it
or any part of it form the basis of, or be relied on in connecti on with, any contract to purchase or subscribe for any securities in ADI, Altitude Assets,
Ferrovial or BAA or any other entity or any member of their respective groups or any commitment whatsoever.
u Certain statements contained in this presentation are or may be forward-looking statements and as such involve unknown risks, uncertaint ies and
other important factors that could cause the actual results, per formance and achievements of Altitude Assets, BAA or Ferrovial t o be materially
different from future results, performance or achievements express or implied by such forward looking statements.
u The loan notes that may be issued pursuant to the offer for BAA will not be offered into any jurisdiction if to do so would cons titute a violation of the
relevant laws in such jurisdiction.
u Your attention is drawn to the prospectus dated 12 June 2006 published by Altitude Assets. Any decision to invest in Altitude As sets should be
made on the basis of the information in that prospectus. You are urged to read it in full, including the risk factors set out therein.
u This presentation (or any part of it) is not to be reproduced, distributed, passed on to any other person (excluding the recipie nt’s professional
advisers) without the prior written consent of Citigroup and Fer rovial. The distribution of this presentation or any informatio n contained in it in
certain jurisdictions may be restricted by law, and persons into whose possession any presentation containing this presentation or any part of it
comes should inform themselves about, and observe, any such rest rictions.
u ADI’s offer for BAA is for the shares of a corporation organised unde r the laws of England and would be subject to the procedure and disclosure
requirements of England, which are different from those of the United States. Important information for US holders of BAA shares is set out in the
offer documentation. To the extent permitted by applicable law and in accordance with normal UK practice, ADI, Altitude Assets, Ferrovial, CDP,
GIC SI, their respective nominees, or their brokers (acting as agents) may from time to time make certain purchases of, or arran gements to
purchase, BAA shares other than pursuant to any such offer.
u Citigroup is acting for ADI, Ferrovial, CDP and GIC SI and no on e else in connection with the matters described in this presentation, and will not be
responsible to anyone other than ADI, Ferrovial, CDP and GIC SI for providing the protections afforded to clients of Citigroup or for providing advice
in relation to the matters described in this presentation.

2
Table of Contents

Transaction Description 1
Investment Rationale 2
BAA – Potential Upsides 3
Impact on Ferrovial 4

Appendix – BAA Overview

3
1. Transaction Description
Terms of Acquisition of BAA plc

u 935p per BAA share, plus the previously announced 15.25p per sha re final dividend

u BAA’s Board has unanimously recommended the cash Offers

u Green light from EU and Australian regulatory authorities

u 83.37% acceptances as of Day 60 – Offers declared unconditional

u Consortium took control of BAA’s Board on June 26

u Offer will remain open for further acceptances

u Squeeze-out to occur as soon as sufficient acceptances received

5
Consortium Structure and Acquisition
Vehicles

Ferrovial CDPQ GIC SI

Share alternative, Key Terms of Shareholder’s Agreement
c.62% c.28% 10% listed in AIM
u Ferrovial appoints the majority of BAA’s
FGP Altitude Board members
Topco Assets
(UK) (UK) u Lock-in period of 18 months
u Re-listing, if any, not before 5 years
90-95% ADI Holdings 5%-10%
(UK)
UK vehicle required for
UK tax consolidation of Acquisition Acquisition
new indebtedness, thus SPVs (UK) facilities
disallowing tax
deductibility of acquisition
goodwill in Spain BAA Existing
(UK) debt

Source: Offer prospectus and Consortium.

6
Transaction Size and Available Financing
ADI Sources and Uses Enterprise Value

Indicative Sources & Uses of Funds for the Offers (3)

16.3 / €23.6bn
Source (£ million) Uses (£ million)

Consortium equity 4,271 Purchase of Shares 10,111 4.6 Adjusted BAA Debt (2)

GIC PIK Notes 373 Purchase of Convertibles 1,334

0.3 Purchase of Options
Toggle Facility 600 Purchase of Options 307
1.3 Purchase of
Senior Acquisition 4,720 Transaction Costs (1) 212 Convertibles
Facilities

£bn
Subordinated Facilities 2,000

Total Sources 11,964 Total Uses 11,964

10.1 Purchase of Shares
Conditions of Acquisition Financing
u Senior acquisition facilities: 5 year tenor, 100bp spread over L IBOR
u Subordinated facilities: 5 year tenor, 325-425bp spread over LIBOR
u Toggle facility: 12% interest in initial 7 years, interest payab le in cash or
capitalised
u PIK Notes: 13% interest in initial 7 years, interest payable in cash or capitalised

(1) Excluding re-financing fees.

(2) Adjusted BAA debt is reported BAA net debt as of 31 March 2006, adjusted for final dividend, conversion of convertibles and proc eeds from options.
(3) 1.45x €/GBP applied.

7
Price – Attractive EBITDA Multiple
35 x

30 x 29.0x

25 x
Trailing EV/EBITDA (x)

20 x 18.3x 17.8x
17.2x 17.7x
16.1x
14.7x 14.6x
15 x
12.3x
10.2x
10 x

5x

0x
Rome / Bristol / Sydney / Rome / Belfast City / Brussels / TBI / Abertis Copenhagen / Budapest / BAA / ADI
Leonardo Ferrovial - Southern Macquarie Ferrovial Macquarie Macquarie BAA
Consortium Macquarie Cross Airports Group
Consortium
Date Jun - 00 Jul - 02 Dec - 02 Jun - 02 May - 03 Nov - 04 Dec - 04 Oct - 05 Dec - 05 Jun - 06

EV €2.7bn €0.4bn €3.0bn €2.7bn €0.06bn €1.6bn €0.7bn €2.3bn €2.0bn €23.6bn

Multiple affected by recent Small portion of c.£3bn investment Future upside from Heathrow
Budapest acquisition in T5 recognised to date East, Stansted G2, etc.

8
Funding of Ferrovial’s Equity Contribution

Recourse to
Ferrovial £456m
£416m £40m

Non - Recourse
£1,850m £168m
(8 year tenor) SPV (1 year tenor)
Cash £123m

Guarantee: Ferrovial Guarantee: TopCo shares

Aeropuertos & Cintra shares £2.4 bn £0.2bn

£2.6bn

FGP Topco (UK)

£2.6bn equity contribution by Ferrovial (c.62%).

9
2. Investment Rationale
 Move is Consistent with Ferrovial’s Focus on
Infrastructure
u Ferrovial has focused on applying its skills to become one of the world’s leading infrastructure players

2000 2002 2 004 2006

Infrastructure
Toll roads
Construction

Management
Skills
Key
Focus
Airports

since
1999
Project
Finance
Other

International
(OECD)
Experience

11
 Why Airports?
u Growth sector, passenger increases significantly above GDP
u Regulated business – stable regulatory framework
Why Airports? u Capex intensive
u Resilient revenues, stable margins and predictable cash -flows
u Multi-lever: revenue streams

u Attractive prospects in OECD countries

u Positive track record in airport investments
Fit with Ferrovial u Expertise in associated infrastructure capital expenditure
Strategy u Expertise in managing contracting / execution risk
u Opportunity to apply Ferrovial’s financing and releveraging expertise
u Consistent with Ferrovial’s increasing focus on recurring busine sses

12
 Why BAA?

Sector leader with high

quality assets

Significant expansion in
Strong management skills
London airports required

High quality asset that is

expected to deliver attractive
cash returns over
the very long-term Positive traffic growth
Long-term financing
expectations

Stable regulatory
environment with attractive
incentives

13
3. BAA – Potential upsides
 BAA – Potential upsides

Airports capacity
Long-term investment
challenge

Financial Long-term financing

Asset Portfolio
Strategic review
Optimisation

Leverage on Rely on BAA

know-how management skills

15
 Capacity Challenge – Traffic & Investment
London Airports Cumulative Investment Programme
12,000

10,000 CAGR traffic Capex of approx. 10,928

2006-16E 3.4% 10,284
£1 billion per year 9,276
8,000
(£ million)

7,715
6,000 6,968
6,210
5,357
4,000
4,399
3,466
2,000 2,695
1,426
0
2005/06 2006/07 2007/08 2008/09 2009/10 2010/11 2011/12 2012/13 2013/14 2014/15 2015/16

Heathrow Annual Investment Programme Stansted Annual Investment Programme

1,400 1,275 1,400
1,200 1,052 1,200
1,000 1,000
786
(£ million )

(£ million)
728 695 734
800 800 721
594 567
600 443 600 420
381 372
312
400 225 400
112 109 138
200 200 66 92 82 89

0 0
2005/06 2007/08 2009/10 2011/12 2013/14 2015/16 2005/06 2007/08 2009/10 2011/12 2013/14 2015/16

Commitment to maintain pre -eminent position in international traffic through further expans ion.
Source: Company Data (Includes 2006-2016 BAA traffic and capex forecasts assuming 2.5% inflation). 2016 Non-Reg UK pax as info provided by the
16 Company.
 Other Assets – Strategic Review
u Substantial development of terminals and airside facilities, as
needed, to accommodate future demand
• Glasgow – potential second runway
Other UK Airports • Edinburgh – expansion of current terminal
• Aberdeen – extension of the main runway
• Southampton – phased extensions of terminal, aprons and car
parks
Retail
(WDF)

International
(ex - Budapest)
u Review strategic options
Real Estate
(Lynton and APP)

Budapest
Airport

17
 Financial Efficiency
Debt Post Acquisition
11.9
0.6 Toggle
u Investment grade rating key to support long-
2.0
Subordinated term capex and financing plans
facilities
u Refinancing work has already begun
u UK regulated utilities as the model, as per
discussions with rating agencies
£ billion

4.7 Senior acquisition

facilities
u Liability management on existing BAA bonds
Long-term u Target to reduce size of subordinated facilities
refinancing
via the senior refinancing
Adjusted BAA Debt
4.6 (mainly bonds) (1)

(1) Adjusted BAA debt is reported BAA net debt as of 31 March 2006, adjusted for final dividend, conversion of convertibles and proc eeds from options.
Source: Offer Prospectus and Consortium Business Plan.

18
4. Impact on Ferrovial
 The New Ferrovial

Leading European
Largest private infrastructure
infrastructure, construction
operator worldwide
and services group

Track record of delivery

through excellence, Spain, UK and North
innovation and focused America as home markets
management

20
 Organisational Implications for Ferrovial

Grupo Ferrovial

Construction Real Estate Infrastructures Services

Grupo Ferrovial to play an active role in BAA

leveraging on BAA team.

21
 Transforming Ferrovial’s Business Profile
€ billion
Business Profile
>10 >14

40%
53%
Sales

60%
47%

Pre BAA Post BAA

Construction/Real Estate Infrastructures/Services

>1.5 >3
15%
33%
EBITDA

85%
67%

Pre BAA Post BAA

> 80% EBITDA from Infrastructures and Services.

Note: BAA 2006E based on actual FYE March 2006 reported financial information.
22
 Transforming Ferrovial’s International Profile
€ billion
Internationalisation
>10 >14

40%
52%

Sales 60%
48%

Pre BAA Post BAA

Spain International (OECD)

>1.5 >3
20%
EBITDA

47%

80%
53%

Pre BAA Post BAA

≅ 80% EBITDA from international activities.

Note: BAA 2006E based on actual FYE March 2006 reported financial information.
23
 Ferrovial Indebtedness Position (Est.)
€ billion

Total Consolidated Net Debt 2006 (e) > 32.1

Debt with recourse to Cintra's projects & Tubelines 11.0

Debt with recourse to BAA / ADI 17.7

Net Debt /
Rest of the Group Debt 3.4 EBITDA
ex Concessions
3.4x

EBITDA ex Concessions 2006 (e)* 1.0

Ferrovial Infrastructures “Ring fence Debt” 2.2

Net Debt
Debt ex Ferrovial Infrastructures 1.2 (recourse) /
EBITDA
ex Concessions
& ex F. Infra.

EBITDA ex Concessions & ex Ferrovial 0.8 1.5x

Infrastructures 2006 (e)*

Comfortable indebtedness position at the Ferrovial level.

* Including dividends and concessions capital refunds

Source: Ferrovial

24
 2006 Financial Impact – P&L

Pre Post
(€ billion) +/-%
BAA BAA

Sales >10.0 >14.0 +40%

EBITDA >1.5 >3.0 +100%

EPS
u 2006/08 EPS negative impact offset by asset disposals
• High depreciation due to asset revaluation

u 2009/10 EPS enhancing depending on

• Refinancing structure
• Purchase price allocation to assets

Note: BAA 2006E based on actual FYE March 2006 reported financial information.

25
 Potential Risks

u Operational

• Traffic risk / Opex / Capital projects cost overruns

u Regulatory

• OFT Review

u Financial

• Refinancing / Interest rates

u Geopolitical
26
 Conclusions
Transforming Deal
u Stable earnings profile
u High quality long-term asset
u Attractive cash returns

Ferrovial’s Growth Drivers

u BAA
u US expansion
• Trans Texas Corridor
• Concessions (Indiana toll-road and Chicago Skyway)
• Construction
u Services

27
Appendix – Overview of BAA
 Key Operational Highlights
u Largest airport operator in the world
u Owner of Heathrow, world’s busiest international airport
u 144.6m passengers in the UK
Aberdeen
u Last 10 year CAGR in London pax of 4.1%
Edinburgh

Glasgow u 81% international passengers in the UK

u 15,000 employees worldwide
u Over 700 destinations served by UK airports
u 106,000 sqm retail space in the UK
Stansted u 112,000 car parking spaces
Heathrow

Majority Owned Airports

Gatwick
u Privatised in July 1987
Southampton
Retail Management
Management & ownership stake

)
Boston Logan u International management and retail contracts
Budapest
Pittsburgh Naples
Baltimore
Indianapolis u 118m passengers under management
Darwin Tennant Creek u BAA recently announced the acquisition of 75% of
Perth
Alice Springs Budapest Airport for £1.3bn
Launceston
Melbourne

29
 BAA, the Largest Airport Operator in the World
Heathrow Gatwick Stansted

u Pax 67 m u Pax 33 m u Pax 22 m

u Icon asset – world’s u Focus on charter flights u Focus on low cost
busiest international scheduled flights
airport

Other UK Airports Retail Real Estate International

u Edinburgh u World Duty u Lynton JV u Europe – Budapest, Naples

u Glasgow Free u Australia – Melbourne,
Pax
(WDF) Launceston, Perth, Darwin,
u Aberdeen 22 m
Alice Springs, Tennant Creek
u Southampton
u USA – Boston, Baltimore,
Pittsburgh, Indianapolis

30
31
Atl
an
ta
Ha Passengers (million)
Ch rts
fiel

10
20
30
40
50
60
70
80
90

0
ica dI
go nt'l
O'H
Lo a re

83
nd In
on
2005

He t'l
a t

76
To hro
kyo w
Ha

68
Lo nd
sA ed
Da ng a
e

Source: Companies information.

llas
le

62
Pa Fo
rt W s Int'
ris l
Ch ort

60
hI
arle
sd n t'l
eG
au 59
Fra lle
nk
fur
tI 51
Am De nt'l
ste nv
51

rda er
m Int'
l
Sc
h
43

Ma iph
drid ol
Ph
oe Ba
43

nix raja
La Sk
sV yH s

Europe
39

eg arb
Ho as or
ust Mc
on Ca
37

Ge rr
org an
eB
36

De Minn ush
tro e
it W apo
34

ay lis
ne In
Co t'l
33

un
Ne tr
wY y
33

ork

North America
Lo JF
nd K
on
G
32

Ro atw
ma ick
Fiu
32

mic
Ba ino
ng
31

ko
k In
Ne Mi t'l
30

wa am
rk
Lib i Int'l
Asia-Pacific

Sa ert
30

nF y In
ran t'l
Ho c isco
30

ng
Ko Int'l
ng Or
lan
29

Ch do
ek Int'
Se La
pK l
27

att
le/T ok
ac
om
27

To a In
ron t'
to To
Le kyo l
27

Sy ste
rB N arit
dn
ey Pe a
26

Kin ars
gs on
for
dS
25

Ph mi
ilad th
Key International Airports by Passengers –

elp
25

Lo hia
nd Int
on
Sta 'l
25

nst
ed
21
 Index 2005 (Rebased 100)

32
Ne
w
Je
rse

100

25
50
75

0
y-
EW
R
Ne
w
100

Yo
rk-
JF

Source: TRL 2005.

K
88

Pa
ris
-C
DG
77

Fr
an
kfu
rt
72

Zu
ric
h
71

Am
ste
rda
m
69

Sy
dn
ey
65

Lo
0

nd
on
-LH
R
58

M
iam
i
55

M
ilan
-M
XP
52

Ba
ng
ko
k
Comparison of Aeronautical Charges

36

Lo
nd
on
-LG
W
35

Ho
ng
Ko
ng
32

Lo
sA
ng
ele
s
31
 Other Assets

u Operates 65 stores across the 7 UK airports

Retail u Over 15,000 sqm of commercial space
(WDF) u Tax and duty-free business, specialised in luxury brands
u Revenues of £385m, EBIT of £26m

u Equity investments and management contracts in Melbourne (20%),

Launceston (20%), Perth (15%), Darwin (10%), Alice Springs (10%) ,
Tennant Creek (10%), and Naples (65%)
International
u Retail management contracts in Boston-Logan, Baltimore, Pittsburg
(ex - Budapest)
u Total airport management in Indianapolis
u Revenues of £31m, EBIT of £18m, Other Income of £7m

u 50:50 Lynton JV with Morley Fund Management to create Airport

Property Partnership (APP)
Real Estate u Assets are warehouses, hotels and offices at BAA’s airports
u Net book value of £890m as at 31 st March 2006
u Revenues of £9m, EBIT (recurring) of £12m

33
 BAA - Main Financial Highlights
FYE March 2006 ( £m) Group 3 year London 3 year CAGR
CAGR Airports
Sales 2,275 +6.0% 1,570 +9.5%
EBITDA 1,009 +6.3% 843 n/a
Margin (%) 44% -- 54% --
EBIT 710 +6.5% 596 +7.8%
Margin (%) 31% -- 38% --
Net Income 406 +4.2% n/a n/a
Net Debt 5,340 -- n/a --

2006 Revenue in London

2006 Revenue Split by Asset 2006 EBIT Split by Asset
Airports
Regional UK Gatwick Stansted
Stansted Other
9% 14% 7%
7% Property and 7%
WDF Regional UK
Operational
17% 10%
Gatwick Facilities
14% 16% WDF
Airport and 4%
International Other Traffic International
5% Charges
2%
Lynton 50%
Lynton
0%
1%
Retail
Heathrow
27%
Heathrow 62%
48%
Source: Company reports. Financials shown are before certain re -measurements and exceptional items.

34
 Regulation – Regulated Asset Base
u The Regulated Asset Base (“RAB”)
Starting RAB
• Includes all airport operational assets: runways, terminals, sho ps, car
parks, offices, cargo, maintenance
+ • Increases with new capex and inflation and decreases with depreciation
• Depreciation is fixed at each review (at a projected number and not as an
Capex actual number)
u RAB is a proxy to the enterprise value of the regulated assets
- u £10.0bn March 2006 RAB for BAA’s London airports

Depreciation
Historical Evolution
+ 7.75%
7.50% 7.50%

Inflation /
Allowed Return

Adjustments

Q2 (1992-1997) Q3 (1997-2003) Q4 (2003-2008)

Ending RAB

Source: BAA and CAA .

35
 Five Year Regulatory Framework Summary
Passengers
u Purpose of five year regulatory update is to calculate the
x
five year increase in aeronautical tariffs that allows for
Aeronautical
Expected EBIT to equal Allowed EBIT
tariffs
u “Single-till” approach = SINGLE TILL
u Applied to BAA London airports and Manchester (the
Aeronautical + Non-Aeronautical
“designated airports”)
Revenues Revenues
u Standalone basis in price caps setting for each
-
designated airport - no cross-subsidy between airports
Opex
-

Depreciation
=

Average Allowed Return Allowed Expected

RAB x (7.75%)* = EBIT =
EBIT

Regulatory negotiations occur within a clearly set framework.

(*) Q4:2003-2008

36
 Allowed Return –
Pre-tax Real vs. Post-tax Nominal

7.75%
c7.2%

Pre-Tax Real Inflation Adjustment Taxes Post-Tax Nominal

"Allowed Return ROCE" "WACC"

37
 Regulation – Timetable
Regulatory timetable Event

December 2005 CAA consults on policy issues for the review

Winter 2004/05 – Summer 2006 Constructive Engagement between airport and airlines

May 2006 CAA summarises consultation responses and publishes its developi ng thinking on policy
issues

Summer 2006 Outcome of Constructive Engagement published as Price Control Bu siness Plans

September 2006 CAA consults on Business Planning issues

February 2007 CAA makes reference to Competition Commission

August 2007 CC reports to CAA

October 2007 CC report published and CAA consults on price caps

February 2008 CAA Publishes final decision on price caps

April 2008 New price cap takes effect

Source: CAA .

38