Grupo Antolin-Irausa S.A. FY2014 results and acquisition of Magna Interiors

April 2015

1

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2

Today’s participants

Ernesto Antolín, Chairman

José Manuel Temiño, CEO

Jesús Pascual, COO (appointed CEO)

Luis Vega, CFO

Carlos García-Mendoza, Capital Markets and IR

3

Agenda

Update on FY2014 results

Acquisition of Magna Interiors

Investment rationale

Q&A

1

2

3

4

Grupo Antolin

Section 1

Update on FY2014 results

4

Revenue of €2,225m, up 6.8% from 2013(a) and versus industry production growth of 2.3%(b)

EBITDA of €267m, up 18.7% from 2013(a) with EBITDA margin of 12.0%

EBIT of €175m up 38.0% from 2013(a) with EBIT margin of 7.9%

Cash available of €154m

Syndicated revolving long-term credit facility of €200m undrawn and fully available, along with €14m other credit lines on hand

Net debt to EBITDA of 2.2x

FY2014 highlights

5

(a) For comparability purposes, 2013 results have been restated to reflect the effects of IFRS 11, which entered into force on 1st January, 2014

(b) As per LMC Automotive Global Automotive Production Forecast Quarter 4, 2014

1,170 1,210

598 644

186205130165

2,0852,225

2013PF 2014

€m

Overheads Doors Seating Lighting

Overheads performance linked to Europe and Asia. Doors sales are a

result of strong European performance. Both partially offset by Mercosur

underperformance and a stronger Euro

Excluding Euro appreciation in the year, Overheads sales would have

increased 4.8% (€16m impact) and Doors 11.2% (€24m impact)

Seating reflects the strong performance across PSA “Picasso” and

Daimler “Vito/Viano” and Renault “Master” projects

Lighting business unit benefited from new projects and geographic

exposure to Europe and China

Continued strong performance in Europe and Asia

Western Europe has driven European performance

NAFTA reflects impact of product lifecycles (ramp ups in 2015) and

stronger Euro (c €5m)

Mercosur underperformance is a combination of overall production decline

in Brazil (down 16% in 2014(b)) as well as a stronger Euro

Excluding Euro appreciation in the year, Grupo Antolin sales would have

increased by 8.6%

6

Strong performance across all divisions and Europe

+6.8%

+27%

+11%

+8%

+3%

(35%)

+27%

+1%

+12%

Sales evolution(a) (€m)

(a) For comparability purposes, 2013 results have been restated to reflect the effects of IFRS 11, which entered into force on 1st January, 2014

(b) As per LMC Automotive Global Automotive Production Forecast Quarter 4, 2014

1,178 1,315

663671

13016511475

2,0852,225

2013PF 2014

€m

Europe NAFTA APAC Mercosur

130164

76

7921

24

(4) (3)

2

4

2013PF 2014

€m

Europe NAFTA APAC Mercosur Others

108 116

7792

202821

29

(1)

2225

267

2013PF 2014

€m

Overheads Doors Seating Lighting Others

7

Significant growth in profitability

EBITDA margin of 12.0% reflecting improved fixed and variable costs

Steady Overheads margins (34bps margin increase) despite

underperformance in the USA, Russia and Brazil

Doors margins improvement of 144bps reflects increased sales and

new product launches

Seating (+298bps in margin) has benefited from ramp up in production

of new models, helping to improve fixed cost coverage

Lighting (+153bps in margin) continues to benefit from new

product launches in Europe and China

Excluding Euro appreciation in the year, Grupo Antolin EBITDA would

have increased by an additional €5m approximately

Continued strong performance in Europe helped by Seating, Doors

and Lighting

Asian outperformance on the back of new product launches in Lighting

and Overheads

NAFTA reflects stable sales

Mercosur reflects declining market - Brazil represents under 4% of

Grupo Antolin sales

EBITDA evolution(a) (€m)

+18.7%

+39%

+42%

+20%

+7%

+18%

+4%

+25%

(18%)

+62%

10.8% 12.0% Margin

(a) For comparability purposes, 2013 results have been restated to reflect the effects of IFRS 11, which entered into force on 1st January, 2014

8

2014 Capex, taxes and WC

Capex deployed principally in the Doors (35% overall capex) and

Overheads (31%) Business Units

Breakdown of Tangible and Intangible stable over time c 60/40%

Europe received c 76% of Capex, followed by NAFTA with c 12%

Cash taxes stable

Working capital increase of €70m in 2014 which can be broken down into:

€35m increase from operations (given +7% sales increase) linked to

the launch of significant new production sites this year (Missouri and

Valencia), increased weight of Lighting sales (with higher working

capital requirements) and the USD impact

€35m from increased tooling investments that support future sales

growth

Capex evolution(a) (€m)

Capex by product 2014 Capex by geography 2014

As %

of sales 5.5% 6.4%

Doors35%

Overheads31%

Other34%

Europe 76%

NAFTA 12%

RoW 12%

7286

43

58116

143

2013PF 2014

Tangible Intangible

(€m) FCF(b) EBITDA Capex Taxes ΔWC

Quarter 1 (32) 68 (25) (4) (71)

Quarter 2 37 76 (36) (8) 5

Quarter 3 (17) 53 (50) (8) (12)

Quarter 4 33 70 (32) (14) 9

Total 21 267 (143) (34) (70)

(a) For comparability purposes, 2013 results have been restated to reflect the effects of IFRS 11, which entered into force on 1st January, 2014

(b) FCF calculated as EBITDA – Capex – Taxes +/- Changes in Working Capital. FCF excludes the impact of receivables factoring.

Name Location Pending investment(a) Product Clients Opening dates

Man

ufa

ctu

rin

g facil

itie

s

Missouri Kansas (USA) US$2.8m Overhead systems Ford + GM May-2014

Valplast Sollana-Valencia (Spain) €4.7m Doors Ford + Nissan Sep-2014

Sibiu Sibiu (Romania) €0.1m Lighting Renault + Nissan +

PSA + Divers Sep-2014

Gujarat Sanand (India) €1.9m Overhead systems & Doors Ford Nov-2014

Wuhan Hubei (China) €1.7m (51% JV) Overhead systems &

Doors

Dongfeng Renault + Dongfeng PSA

+ Dongfeng Nissan + Dongfeng

Honda

Jan-2015

Wuhan Hubei (China) €2.4m (49% JV) Overhead systems &

Doors

Dongfeng Renault + Dongfeng PSA

+ Dongfeng Honda Jan-2015

Tlaxcala Tlaxcala (Mexico) US$32.5m Doors/Pillars/Headliners

sequence Audi Q1-2016

Tangier Tangier (Morocco) €2.8m Lighting Renault + VW + PSA Q1-2017

JIT

facil

itie

s

Hangzhou Zhejiang(China) €240k JIT Overhead systems Ford May-2014

Dalian Liaoning (China) €31k JIT Overhead systems Dongfeng Nissan Oct-2014

Changshu Jiangsu (China) €322K JIT Overhead systems Chery Jaguar Land Rover Oct-2014

Nizhny Novgorod Náberezhnye Chelny (Russia) €0.5m JIT Overhead systems Ford Jan-2015

Nanchang Jiangxi (China) €491k JIT Overhead systems Ford Feb-2015

Fuzhou Fujian(China) €124k JIT Overhead systems FBAC Q3-2015

Bangalore Bangalore (India) €300k JIT Overhead systems Toyota Q1-2016

Louisville Kentucky (USA) US$1.1m JIT Overhead systems Ford Q1-2016

Status of the plants under construction/development

9 (a) Indicates the remaining investments in the project, including ramp-up investments post facility opening

10

Debt maturity profile, as of 31 December 2014

Gross debt 31 December 2014

€751m

Net debt 31 December 2014

€597m

€400m senior secured notes

€200 senior financing

€70m ADE facility

€6m soft loans with cost; €39m soft loans with no cost

€28m other facilities, of which €15m are credit lines

€7m accrued interests

Cash available of €154m

For covenant purposes, Net debt totalled €557m (excludes soft loans with no financial

cost)

€200m undrawn syndicated revolving credit facility, and €14m of local credit lines

2015 2016 2017 2018 2019 2020 2021 2022

Term Loan ADE loan Soft loans Leasings Senior Secured Notes Other loans ST Credit & Interests

Covenants

2.1x Net Debt/EBITDA 6.5x EBITDA/Financial expenses

Covenant: under 3.5x

Covenant: over 4.0x

41 34 46 71

104

14

414

14

(a) Indicates the remaining investments in the project, including ramp-up investments post facility opening

Sales

2015 global market growth forecast at 3.7%(a)

Looking to outperform the market forecast

EBITDA margin expected to be in line with 2014 performance

Capex estimated at c. 6.5% of sales

2015 outlook for current business

11

(a) As per LMC Automotive Global Automotive Production Forecast Quarter 1, 2015

Grupo Antolin

Section 2

Acquisition of Magna Interiors

12

Grupo Antolin has signed the purchase agreement to acquire the interiors business of Magna International

Agreed purchase price is US$525 million, which is on a cash and debt free basis

The bulk of the acquisition closing is expected on or around end of July, subject to customary closing conditions; Chinese business acquisition expected to close in the second half of the year

Grupo Antolin has carried out a comprehensive due diligence process, visiting all 27 reporting divisions

Transaction was unanimously approved by the Grupo Antolin board and General Shareholders’ Meeting

Grupo Antolin will retain key senior managers of the Magna Interiors business

Positive initial feedback from key OEM customers who prefer dealing with bigger suppliers with wider product offering

Grupo Antolin has obtained long-term funding to pay the purchase price and fund incremental cash requirements

Syndicated lenders on our €400m facility have unanimously agreed to reset maturities for additional five years and have increased their commitments by €200m; at the same time margin will decrease by 50bps

6-year bridge funding to pay the purchase price expected to be taken out in the bond market

The existing €200m RCF will remain undrawn at closing

Grupo Antolin board does not rule out accessing the equity market in the future

Transaction overview

13

This is a strategic acquisition for Grupo Antolin

We estimate the combination creates the 3rd largest global player in automotive interiors and doubles Grupo Antolin’s current size

The combined business will have approximately 12% global market share in automotive interiors

Further diversification makes Grupo Antolin more resilient and affirms Grupo Antolin as a long term strategic automotive player:

Complementary technology and products with limited overlaps allowing Grupo Antolin to offer full interiors product range to

OEMs

Increased customer diversification expanding Grupo Antolin’s presence in the premium/luxury segment

Enhanced global footprint with increased presence in key automotive markets such as Germany and North America

We believe there are significant synergies to be achieved in this acquisition and significant potential for operational improvement of

the target under Grupo Antolin’s management

14

Strategic rationale

€m

Purchase price of Target(a) 460

Operational cash for Target 40

Funding for tooling(b) 60

Cash overfunding 20

Transaction costs 20

Total uses 600

15

Sources & Uses and Capital Structure

Sources Uses

€m

New long term financing 600

Total sources 600

Pro forma capital structure – December 2014 (€m)

(€m) Current (€m) x EBITDA ’14A Adjustments Pro forma (€m) x EBITDA ‘14 adjusted

Cash (154) (0.6x) (120) (274) (0.7x)

Term loan A 200 0.7x – 200 0.5x

ADE facility 70 0.3x – 70 0.2x

Soft loans 45 0.2x – 45 0.1x

Other facilities 35 0.1x – 35 0.1x

Senior secured notes 400 1.5x – 400 1.0x

New long term financing – – 600 600 1.5x

Total Net Debt 596 2.2x 480 1,076 2.8x

Undrawn syndicated RCF 200 – 200

EBITDA ‘14 267 390

(a) $525m purchase price at 1.14 EUR/USD exchange rate

(b) Vendor obtains tooling receivables as clients pay, €60m is Antolin’s estimate to replenish tooling working capital over 2 years

Source: Company information

Structuring EBITDA

Structuring EBITDA

(€m) 2014 Comments

Grupo Antolin

Grupo Antolin 2014 EBITDA 267

Magna Interiors

EBITDA pre management fee and central costs 36

Estimated IFRS adjustment 28 Grupo Antolin estimated development cost capitalised under IFRS, estimated at 1.5% of revenues

Estimated central costs (32) Grupo Antolin central cost estimates

EBITDA pre normalisations 32

Total one-off items 35 One-off costs primarily related to defective manufacturing of tools by Chinese supplier affecting

Redditch, with lesser impact for Spartanburg obsolete inventory and Toluca & Saltillo plant relocation

Launch cost overruns 35 Primarily related to tooling errors in Redditch, new products at Toluca & Saltillo plant and Spartanburg

capacity issues

Magna Interiors normalised EBITDA 103

Expected synergies 20 Estimated synergies expected to be achieved within 24 months

Total adjusted PF EBITDA 390

16

Financial data for Magna Interiors are unaudited, the management of Grupo Antolin has carried out adjustments and normalisations based on current information and estimates

Note: USD/EUR exchange rate of 1.33 (2014 average exchange rate)

Source: Company information

19%

15%

14%

13%

12%

7%

2%

Other 18%

17

Magna Interiors is a global supplier of interior products and systems

and is currently wholly owned by Magna International

It constitutes a global platform spanning over 27 reporting

divisions(a) across North America, Europe and Asia. Strong

geographical diversification allows Magna Interiors to take

advantage of global growth opportunities

As an interior supplier, Magna Interiors focuses on innovation,

offering a wide array of products including sidewall and trim

systems, cockpit systems, cargo management systems and

overhead systems

Split by market (2014) Sales split by client (2014) Sales split by product (2014)

Business overview Magna Interiors business profile

(a) Reporting divisions may include more than one facility

Country Reporting

divisions

Slovakia 1

Country Reporting

divisions

Germany 1

Country Reporting

divisions

US 5

Country Reporting

divisions

UK 3

Country Reporting

divisions

Czech Republic 1

Country Reporting

divisions

Austria 2

Country Reporting

divisions

India 1

Country Reporting

divisions

South Korea 1

Country Reporting

divisions

Mexico 2

Country Reporting

divisions

Hungary 2

Country Reporting

divisions

China 4

Door Panels 32%

Cockpit/JIT 21%

Carpets & Acoustics

14%

IP/Floor Consoles

12%

Garnish/ Hard Trim

11%

Overhead Systems

9%

Exteriors and Other

1%

Europe 54%

NAFTA 39%

APAC 7%

5.1%

6.5%

7.9%

8.3%

22.4%

24.0%

25.8%

18

Complementary product portfolio

Complementary product portfolios of combined entity would place

Grupo Antolin into a top 5 global market share position across four new

product lines: doors/door panels, instrument panels/floor consoles, and

garnish/hard trim

Leading position in door panels would be further strengthened by

the combination

State-of- the art technologies in automotive interiors

Further diversification of product line mix would reduce operational risk

and allow Grupo Antolin to service new and existing customers with

enhanced offerings

Note: Products lines presented as a % of entities total standalone sales

(a) Based on Magna 2013 estimates; includes financial results of plants to be excluded from sale

Market

position(a)

Cockpit/JIT

Door panels

Instrument panels/

floor consoles

Carpets and acoustics

Garnish/hard trim

Package trays/load floors Overhead systems

#3

#5

#5

#4

Cockpit &

instrument panels

Door panels Soft trim Garnish/

hard trim

Overhead systems Other interiors

products

EBITDA(b) Capex

Revenues(a) EBITDA margin(b)

19

Solid performance of Magna Interiors – unaudited management accounts

+4.8%

% CAGR 11-14

+10.8%

Note: Financial data are unaudited, presented according to US GAAP

(a) Aggregate production sales, excluding tooling sales. Joint ventures included as % held

(b) EBITDA normalised for non-recurring items (-US$5m, -US$8m, US$2m and US$94m in 2011, 2012, 2013 and 2014 respectively) and including estimated central costs of US$42m

Source: Deloitte, Grupo Antolin analysis

Adjusted EBITDA Estimated IFRS adjustment

103 102 101 100

32 34 37 36

135 136 138 136

0

50

100

150

2011 2012 2013 2014

(US

$m

)

62 67 7592

3234

37

3694101

112

128

0

50

100

150

2011 2012 2013 2014

(US

$m

)

6.4%6.0% 5.7%

5.7%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

2011 2012 2013 2014

2,115

2,277

2,4722,433

1,900

2,000

2,100

2,200

2,300

2,400

2,500

2011 2012 2013 2014

(US

$m

)

Grupo Antolin and Magna are jointly committed to ensure a smooth transaction that will not affect the day-to-day running of operations,

and will result in a more comprehensive supplier for customers with greater capabilities

Joint integration teams established

Clear roadmap with milestones

Magna will continue to support the business through transition

Senior leadership commitment to ensuring a success

Deloitte assisting in integration as an advisors

It is envisioned that Magna Interiors will be run as a separate Grupo Antolin Business Unit, retaining existing management team

Integration plans based on comprehensive due diligence, including site visits to all 27 reporting divisions

Acquisition across geographies well-known to Grupo Antolin

Committed to successful integration

20

Grupo Antolin

Section 3

Investment rationale

21

22

Investment rationale

Strengthen leading market positions 1

Further diversification provides improved resilience to combined group 2

Strengthen and enhance long-standing and strategic customer relationships 3

Synergy potential and margin improvement to further drive profitability 5

Attractive market fundamentals for scale operators 4

32%

54%

6%

36%

Company estimates of market shares and ranking for several products in Grupo Antolin markets 2014

23

Strengthen leading market positions… 1

Note: The number within each graph represents the expected position of Grupo Antolin in the ranking based on existing 2014 data. Darker colored countries represent Grupo Antolin Production/JIT presence. Market shares

are based on number of vehicles equipped

(a) Front overhead consoles

Source: Vehicle volumes based on LMC Automotive Q4 2014. Market shares based on company estimates

Overhead systems Lighting(a) Doors Sunvisors

1

1 1

1

1

NAFTA Market size: 16.9m vehicles

4

1

4

Ranking as main supplier

Worldwide Market size: 86.5m vehicles

Mercosur Market size: 3.8m vehicles

Europe Market size: 20.0m vehicles

India Market size: 3.5m vehicles

35%

9%

1

28%

67%

25%

2

21%

3%4%

10%

12%

13%

15%

0%

10%

20%

30%

40%

50%

60%

2013 pro forma

Ranking pre-acquisition(a) Ranking post-acquisition(a)

24

…by creating the world’s third largest interiors group post acquisition 1

(a) Based on market share estimate from 2014 Yanfengpress release. Based on Magna 2013 estimates; includes financial results of plants to be excluded from transaction

3%4%

6%

6%

10%

13%

15%

0%

10%

20%

30%

40%

50%

60%

2013

#1

#2

#3

#4

#5

#1

#2

#3

Combined global footprint

Source: Grupo Antolin’s footprint throughout document: Corporate Presentation 2014

Magna Interiors Grupo Antolin Magna Interiors – Grupo Antolin Plant overlap

2014 Pro forma combined

geographic revenue breakdown

Europe 56%

NAFTA 34%

South America

2%

Asia 7%

Other 1%

Combined entity deeply penetrates European market

Highly complementary businesses with revenue from all top 10 OEMs in Europe

Magna Interiors has a high proportion of business with premium/luxury OEM’s

such as BMW, Daimler and JLR

Grupo Antolin has a high proportion business with OEM’s such as VW Group, Ford

or Renault

Combined business will have full range of interiors products, demanded by OEMs

Leader across customer segments Well-positioned with OEM's in Europe

25

Combined business strengthens and enhances market leadership

Top 10 OEM’s in Europe

Company

Market

share(a) % of GA sales(b)

% of Magna

sales(c) Combined

VW Group 25% 18% 13% 16%

PSA Group 11% 11% na 6%

Renault Group 9% 15% na 8%

GM 8% 3% 14% 8%

Ford 7% 19% 2% 11%

Fiat Group 6% 12% 15% 13%

BMW Group 6% 3% 19% 10%

Daimler 6% 5% 12% 8%

Toyota Group 4% na 2% 1%

Hyundai 3% 4% na 2%

Broader diversification (a) Source: Statiska. Market share in the passenger car market in Europe in 2013, based on new registrations

(b) % of Grupo Antolin’s sales on a whole company basis (2014)

(c) % of Magna Interiors sales on a whole company basis (2014)

0% – 5% of sales 5% – 15% of sales >15 of sales

1

Business combination creating a leading global

player with complementary customer relationships

and growth in premium OEM segment

2014 (standalone) PF 2014 (combined)(b)

Geography

Client

Product

26

Further diversification provides improved resilience to combined group 2

(a) Excluding Spain

(b) Using exchange rate EUR/USD of 1.33. Magna Interiors breakdown based on Grupo Antolin estimates from information provided by Magna Interiors

2014 revenues: €2,225m 2014 revenues: €4,062m

Europe: 58%

Overheads52%

Doors31%

Seating9%

Lighting8%

Europe 56%

NAFTA 34%

South America

2%

Asia 7%

Other 1%

Overheads 33%

Doors 32% Cockpits/JIT

10%

Carpets and acoustics

6%

Instrument panels/Floor

consoles 5%

Seating 5%

Garnish/ Hard trim

5%

Lighting 4% Exteriors and

others 1%

Spain16%

Eastern Europe

12%

Western Europe (a)

31%

NAFTA30%

Asia-Pacific7%

Mercosur4%

Other1%

19%

18%

15%12%

11%

5%

4%

3%

3%3%

Others7%

Group

16%

13%

11%

10%5%8%

9%

8%

6%

2%1%

Others11%

Group

2000

7%3%4%5%

7%

13%

17%

17%

27%

2007

Strengthen long-standing and strategic customer relationships 3

27

Other

Group

€2,225m

Change in sales

importance

€627m

€1,685m

Group

Other Other

30%

(a) Using exchange rate EUR/USD of 1.33. Magna Interiors breakdown based on Grupo Antolin estimates from information provided by Magna Interiors

Other

Group

PF combined

revenue(a)

€4,062m

High revenue visibility given the long-term

nature of customer contracts

Group

7%

3%3%3%4%

5%

11%

12%

15%

18%

19%

2014

11%

1%2%

5%

6%

8%

8%

8%

10%

11%

13%

16%

2014 PF combined

28

Attractive market fundamentals will benefit scale operators 4

Comfort and affordable price

Sustainability and safety

Globalizations of platforms

Consolidation of supplier base

Technological partnerships

with OEMs

Growth outside traditional

markets

Vehicle production continues to grow globally with 4.4% CAGR expected through 2018

NAFTA 1

2

3

4

5

6

Key drivers/trends

Source: LMC Automotive world light vehicle assembly. Quarter 1, 2015. Vehicle production in millions

2014A 2015E 2016E 2017E 2018E

CAGR 14 – 18

2.6%

2014A 2015E 2016E 2017E 2018E

CAGR 14 – 18

Europe

3.3%

2014A 2015E 2016E 2017E 2018E

Asia Pacific

CAGR 14 – 18

5.2%

2014A 2015E 2016E 2017E 2018E

CAGR 14 – 18

South America

3.9%

2014A 2015E 2016E 2017E 2018E

CAGR 14 – 18

Total

4.3%

Overview of synergy opportunities for Magna Interiors and Grupo Antolin

Other potential synergies have been identified but not quantified and hence have not been included in the business plan,

providing additional upside potential

29

Synergy potential and margin improvement to further drive profitability 5

Synergy Description

SG

&A

Overhead reduction Removal of shared corporate services

Engineering/tooling advantages Reduced headcount

Lower cost tooling production

Technical/commercial centers R&D facilities: combine and rationalize

Likely significant because of overlap

CO

GS

Capacity rationalization Combinations due to excess capacity

Likely significant because of overlap

Sourcing advantages Discount on raw materials

“Best price”

Infusion of Magna Interiors’ “DNA” Magna Interiors employs best-in-class operators with expertise in operational

efficiency and supply chain efficiency

Rev

en

ue

Sharing of technology/IP Apply leading technologies to product portfolio

Apply best-in-class processes to reduce manufacturing cost

Customer relationships Cross-selling products to existing customer relationship to enhance growth profile

Up to US$26m (€20m) annual recurring synergies identified with upside

Expect to enhance EBITDA margins for the combined business going forward

Grupo Antolin

Q&A

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