Atlas Arteria Limited
Annual Report 2019

Plain-text annual report

A T L A S A R T E R I A A N N U A L R E P O R T 2 0 1 9 ANNUAL REPORT 2019 ATLAS ARTERIA IS A GLOBAL OWNER, OPERATOR AND DEVELOPER OF TOLL ROADS, WITH A PORTFOLIO OF FOUR TOLL ROADS IN FRANCE, GERMANY AND THE UNITED STATES. WE ARE FOCUSED ON ENSURING OUR CUSTOMERS, AND THE COMMUNITIES IN WHICH WE OPERATE, ARE WELL SERVED BY THE TRANSPORT LINKS WE PROVIDE. Contents 2019 at a Glance Chairpersons’ Review From the CEO and Managing Director The Atlas Arteria Business Vision and Values Portfolio and Performance 2 3 5 8 9 Sustainability Risk Management Governance Financial Report Securityholder Information 10 Corporate Directory 18 28 29 33 116 IBC Stapling Atlas Arteria comprises Atlas Arteria Limited (ACN 141 075 201) (ATLAX) and Atlas Arteria International Limited (Registration No. 43828) (ATLIX). In accordance with its requirements in respect of stapled securities, ASX reserves the right to remove either or both of ATLAX and ATLIX from the offi cial list of ASX if, while the stapling arrangements apply, the securities in one of the entities ceases to be stapled to the securities in the other entity. Takeover provisions Unlike ATLAX, ATLIX is not subject to takeover provisions of Chapters 6, 6A, 6B and 6C of the Corporations Act. However, as the takeover provisions of the Corporations Act apply to ATLAX and its shareholders, by virtue of the stapling arrangements, the takeover provisions will apply to the holders of Atlas Arteria stapled securities. This is notwithstanding that ATLIX and its shareholders are not subject to the takeover provisions of the Corporations Act. US ownership restrictions Atlas Arteria’s stapled securities (Stapled Securities) are subject to ownership restrictions applying to residents of the United States. The Stapled Securities have not been registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. In addition, no Atlas Arteria entity has been registered under the US Investment Company Act of 1940 in reliance on an exemption from registration. Accordingly, the Stapled Securities may not be offered or sold in the United States or to, or for the account or benefi t of US Persons except in accordance with an available exemption from, or a transaction not subject to, the registration requirements of the US Securities Act, the US Investment Company Act and applicable US state securities laws. In order to qualify for an exemption under the US Investment Company Act, the provisions of the constitutions of the Atlas Arteria entities provide that where a holder is an Excluded US Person: − Atlas Arteria may refuse to register a transfer of Stapled Securities to that Excluded US Person; and − the Excluded US Person may be requested to sell their Stapled Securities and be advised that, if the Excluded US Person fails to do so within 30 Business Days, they will be divested of such Stapled Securities and receive the proceeds of sale (net of transaction costs including any applicable brokerage, taxes and charges) as soon as practicable after the sale. In addition, the provisions in the constitutions provide that a holder may be required to complete a statutory declaration in relation to whether they (or any person on whose account or benefi t it holds Atlas Arteria securities) are an Excluded US Person. Any holder who does not comply with such a request will be deemed to be an Excluded US Person. The Stapled Securities are issued on terms under which each holder who is or becomes an Excluded US Person agrees to the above terms and irrevocably appoints Atlas Arteria as that holder’s agent and attorney to do all acts and things and execute all documents which Atlas Arteria considers necessary, desirable or reasonably incidental to effect the above actions. Defi nitions: An “Excluded US Person” means a holder of Stapled Securities (or a person who seeks to be registered as a holder of Stapled Securities) whom the directors of Atlas Arteria have determined is a US Person who is not a Qualifi ed Purchaser or holds or will hold Stapled Securities for the account or benefi t of any US Person who is not a Qualifi ed Purchaser. A “Qualifi ed Purchaser” has the meaning given in Section 2(a)(51) of the US Investment Company Act of 1940 and the rules and regulations of the US Securities and Exchange Commission. A “US Person” has the meaning given in Rule 902(k) of Regulation S under the US Securities Act of 1933. Disclaimer Investments in Atlas Arteria are subject to investment risk, including possible delays in repayment and loss of income and capital invested. Forward looking statements This report may contain forward-looking statements including statements with respect to Atlas Arteria’s future performance. Due care and attention have been exercised in the preparation of forward-looking statements, however actual results may vary as a result of various factors. Advice warning The information in this annual report is given in good faith and derived from sources believed to be accurate at this date but no representation or warranty of accuracy, completeness or reliability is given and no responsibility or liability arising in any other way, including by reason of fraud or negligence for errors or omission herein, is accepted by Atlas Arteria or its offi cers. This annual report is not an offer or invitation for subscription or purchase of, or a recommendation of, securities. It does not take into account the investment objectives, fi nancial situation and particular needs of the investor. Before making an investment in Atlas Arteria, the investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and fi nancial circumstances and consult an investment adviser if appropriate. Atlas Arteria’s ongoing commitment to your privacy We understand the importance you place on your privacy and are committed to protecting and maintaining the confi dentiality of the personal information you provide to us. Atlas Arteria’s privacy policy is available on the Atlas Arteria website at www.atlasarteria.com, or you can contact our investor relations team on 1800 621 694. SAVING TIME FOR THE THINGS IN LIFE THAT MATTER MOST ATLAS ARTERIA ANNUAL REPORT 2019 | 1 2019 AT A GLANCE THE YEAR 2019 WAS A YEAR OF SIGNIFICANT ACHIEVEMENT. 2019 highlights − Successful internalisation of management on 1 April − Executed a transaction to: − acquire a further 6.14% interest in APRR, increasing our total interest to 31.14%; and − remove Macquarie as manager, resulting in Atlas Arteria becoming a truly independent toll road owner and operator − Lodged the SCC rate case for the Dulles Greenway in December 0.7% increase in weighted average traffic 2.5% increase in weighted average revenue 3.1% increase in weighted average EBITDA A$67m saving in management costs No.1 APRR voted “best employer” five years in a row 2 | ATLAS ARTERIA ANNUAL REPORT 2019 CHAIRPERSONS’ REVIEW Dear shareholder At the time of writing this report, the world is undergoing substantial disruption as a result of the COVID-19 pandemic. While as a business we are not impervious to the impacts of this crisis, we believe that our achievements during 2019 have positioned Atlas Arteria well to face the challenges of the coming months and to stay focused on our key strategic priorities. To recap on 2019, we seamlessly achieved the full internalisation of management at Atlas Arteria, first at a corporate level and, more recently, by taking over from Macquarie as manager of our interest in APRR and ADELAC. The APRR transaction, which completed early in 2020, also increased our ownership to 31.14% of APRR and 31.17% of ADELAC. At the same time, we continued our focus on sound, active day-to-day operational management, which delivered a strong financial performance for the year. Delivery of internalisation Our CEO and Managing Director, Graeme Bevans, an international infrastructure specialist with a strong track record in managing complex businesses, has established a team of highly experienced executives who are all driven to successfully develop the business in a sustainable way. They bring a diverse and complementary set of operational and financial capabilities and are strongly aligned to the interests of shareholders. The internalisation of management has lowered our cost base, successfully delivering A$67 million of management cost savings in 2019 compared to the previous year. It allows us to have more control as a strategic owner and operator of our businesses, provides greater transparency and alignment of the management team to shareholders and broadens the appeal of Atlas Arteria to a wider range of investors. The APRR transaction, which was completed at the beginning of March 2020, now gives us direct influence over the operational management and the future of APRR and ADELAC. The transaction was also immediately cash flow and value accretive for shareholders. Distribution growth and outlook Our strong operating and financial performance was reflected in continued growth in distributions to shareholders. In 2019, Atlas Arteria paid a total distribution of 30 cents per security (cps), compared with 24 cps in 2018. As announced on 23 March 2020, the COVID-19 pandemic is impacting traffic due to lockdowns. We remain in a strong position, but given the uncertainty, the Atlas Arteria Boards resolved to defer any announcement of a distribution reflecting the performance in the second half of 2019, and to suspend the guidance for any distribution reflecting the performance of the first half of 2020. Depending on the duration of the lockdowns, stay-at-home and reduced public gathering orders across Europe, the Boards will consider using the funds that would have been distributed to shareholders, to either repay debt or alternatively to pay the second half 2019 distribution at a later time in 2020. We wish to reiterate that Atlas Arteria remains in a strong position with significant cash on hand following receipt of a second half 2019 dividend from APRR and funds remaining from the recent capital raising for the APRR transaction. Our underlying businesses also hold strong liquidity positions to support them through the coming months. This is a time to be prudent and we remain focused on the continued development of a strong and sustainable business with an appropriate capital structure that brings long-term value to shareholders. Culture and values driving good governance Atlas Arteria’s values of safety, transparency, engagement, environmental responsibility and respect are more important than ever during the COVID-19 pandemic. Similarly, we are committed to ensuring that Atlas Arteria is led by diverse, appropriately qualified people who, as a group, balance an in-depth understanding of our businesses with fresh and innovative thinking. This approach applies to our management teams and Boards. To this end, we continued our process of Board renewal, with Christopher Leslie resigning in 2019 from the Atlas Arteria International Limited (ATLIX) Board and Ms Fiona Beck appointed as a Non-Executive Director on 13 September 2019. Fiona brings a breadth of business experience and strong understanding of governance and audit practices. Fiona is also a member of the ATLIX Audit & Risk Committee, People & Remuneration Committee and Nomination & Governance Committee. We will continue with renewal of the ATLIX Board in the year ahead. Graeme Bevans was also appointed to the Atlas Arteria Limited (ATLAX) Board on 1 April 2019 as an Executive Director, after assuming the role of CEO and Managing Director of Atlas Arteria. ATLAS ARTERIA ANNUAL REPORT 2019 | 3 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCECHAIRPERSONS’ REVIEW New sustainability framework We are committed to understanding how sustainability challenges may impact our operations and portfolio. In 2019, with the new management team in place, we undertook an assessment to understand the crucial sustainability issues for Atlas Arteria, incorporating views from a broad range of stakeholders. As a result, we launched our Sustainability Framework and Strategy with four clear priorities around: safety; customers and community; our people; and environmental stewardship. These were identified through a process involving external advisers, and through extensive consultation with stakeholders under leadership from the Atlas Arteria Boards. This framework will be enabled through good business fundamentals and represents the start of our journey to embed these priorities operationally and in all our decision making. Our Sustainability Report can be found on page 18 of this report. A strong strategic focus Our strategic framework is clear. We continue to streamline the existing portfolio and current structure, we have adopted a disciplined capital management approach to build sustainable distributions, and we undertake active operational management. We will seek to lengthen our weighted average concession life and diversify and manage risk. The establishment of our new corporate team, and managing the seamless transfer of management, was a key foundational step. Increasing Atlas Arteria’s interest in APRR with direct oversight and influence over our key asset was a further significant milestone. The reality is that COVID-19 will continue to disrupt our operations during 2020 but we believe Atlas Arteria has a sound balance sheet enabling it to withstand the months ahead and a management team with the capability, cohesiveness and leadership skills to deliver on our strategy. Thank you for your continued support of Atlas Arteria. Dr Nora Scheinkestel Chairman Atlas Arteria Limited Jeffrey Conyers Chairman Atlas Arteria International Limited 4 | ATLAS ARTERIA ANNUAL REPORT 2019 AREA Aerial views of the Moirans broadcaster n ° 11 from the A48 and put into service on Friday, September 26, 2014 FROM THE CEO AND MANAGING DIRECTOR Dear shareholder What a significant year of achievement 2019 was for Atlas Arteria. Full internalisation of our management team and completion of the transaction to acquire a further indirect interest in APRR and ADELAC has created significant value for shareholders. We achieved this against the backdrop of strong financial results and a 32% total shareholder return for the year. To achieve internalisation, we had to build the right team. Following the appointment of our senior executives in 2018, we worked hard in 2019 to build the broader team, ensuring we had the right skills, capabilities and mindsets to set us up for sustained success. Of course, right now, the world faces unprecedented and uncertain times in the midst of the COVID-19 pandemic. While at the time of publication our business has seen significant loss of traffic as a result of the crisis, we remain confident that our successes over 2019 have positioned us well to face the challenges of the coming months. In particular, the refinancing of the Eiffarie debt has placed us in a stronger financial position, and our newly established independence has given us more operational influence, which is important in the context of this current crisis. A transformational year: from investor to independent owner and operator Along with the A$67 million management cost saving in 2019, internalisation of management allows us to be the masters of our own destiny when it comes to positioning the business for long-term, sustainable growth. The APRR transaction finalises the removal of Macquarie as a manager from the Atlas Arteria business, establishing us as a fully independent group able to actively and responsibly manage our businesses. It also allows us to have better visibility and alignment of interests with our partner Eiffage, which will positively impact operational performance and growth. Performance highlights for 2019 Operationally, our business continued to perform well during 2019. Our overall weighted average group traffic was up 0.7%, with revenue up by 2.5%. We reported weighted average proportionate earnings before interest, taxation, depreciation and amortisation (EBITDA) of A$923 million, up 3.1%. On a normalised basis, we saw net profit after tax (NPAT) of A$178.2 million, up 9% from 2018; a strong result. APRR & ADELAC APRR contributed nearly 86% of our proportional revenue and its strong performance continues to underpin our cashflows. APRR revenue increased by 2.9% on the back of increases in traffic and tolls and a continued focus on operating efficiencies saw a 3.6% increase in EBITDA and 5.5% increase in NPAT. The APRR network continued to benefit from strong underlying fundamentals driven by French household income and French manufacturing growth trends. Light vehicle traffic grew at just over 1%, which was a positive result given the very strong 2018 traffic performance influenced by train strikes early in the year. Heavy vehicle traffic continued to grow through 2019, in line with historic trends. In addition, APRR continued to manage a strong balance sheet in 2019. Since year end APRR has repaid over €1 billion of debt and successfully raised another €1 billion under its Euro medium-term note program. In addition, in February, APRR refinanced its lines of credit such that it now also has an additional €2.0 billion committed undrawn line of credit. After completion of its most recent bond issue, APRR will have around €3.2 billion in liquidity against €1 billion of outstanding debt. At Eiffarie, the holding company for APRR, there is no amortisation on a new five-year debt facility until 2023 which increases free cash flows for Atlas Arteria. ATLAS ARTERIA ANNUAL REPORT 2019 | 5 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEFROM THE CEO AND MANAGING DIRECTOR Dulles Greenway Overall traffic was down 2.9%, with revenue down 1.2%. A number of factors led to this. Substantial price rises on the Dulles Toll Road (DTR) on 1 January 2019 contributed to lower traffic on the combined Greenway/DTR corridor throughout 2019. Upgrades to the DTR main toll plaza in the third quarter of 2019 also resulted in major disruptions to the Greenway/ DTR corridor and increased travel times. The removal of traffic lights on competing Route 7 at the start of October 2019 also impacted traffic. Warnow Tunnel The Warnow Tunnel continued its strong traffic growth during 2019, delivering 4.6% growth due, in part, to the continued roadworks on competing routes during the year. Revenue increased by 8.8% with an increase of 6.7% in EBITDA and €1.5 million increase in NPAT. Building a sustainable business Our focus is on creating long-term value for all of our stakeholders: from shareholders through to our customers, employees and communities. Our Sustainability Framework and Strategy ensures that responsible and sustainable business practices are embedded in our day-to-day operations. Safety is central to everything we do. We work hard to manage and maintain our networks so our customers can travel safely and with confidence. Our lost time injury frequency rate (LTIFR) for APRR was 4.6, down on the previous year. Dulles Greenway had no injuries while Warnow had one injury, up from zero in 2018. I am saddened to report that a contractor died working on an APRR motorway widening project in France during the year. The worker was employed by a sub-contractor, and as such was under the control and responsibility of that business. However, we take any incident on our roads very seriously and were proactive in working to understand the cause of the incident, identify learnings and share them to help reduce the potential for similar events recurring. A commitment to the environment and care for our communities is one of our core values. Reducing greenhouse gas emissions and protecting the natural environment are a particular focus for us. During 2019, APRR added 16 high power charging stations for electric vehicles and at year end had 4,135 carparks alongside the APRR roads to support carpooling. APRR also completed the restoration of 2.6 hectares of wetlands, plantations and woodlands and continued work on 19 wildlife crossings across the network. At Dulles Greenway, the 2019 Charity Drive Day raised almost US$327,000 to benefit local charities and student scholarships, bringing the total raised over the last 14 years to more than US$3.7 million. We will continue to prioritise developing close relationships with our communities and our partners. Our response to the COVID-19 pandemic Our operational response to the COVID-19 crisis has been swift. Each business has been working with key stakeholders to ensure we are continuing to offer our services in the safest way possible for our people, our customers and the community. Whenever possible, staff are working remotely limiting their risk of exposure. Where operationally we are required to have interaction with the public or fellow team members, we have created autonomous teams within each of our businesses to ensure we maintain operational viability should a member of a team contract COVID-19. In addition, we are endeavouring to maintain distance and are focused on observing appropriate hygiene practices. The APRR network is a fundamental and essential part of the logistics network in France and remains open to support all essential traffic movements during this difficult time. As an important part of the community, APRR continues to work with government stakeholders and is a part of the national effort to support the healthcare system. As part of this effort, at the end of March 2020, APRR donated 25,000 masks to hospitals, public authorities and regional health agencies and displays messages of support across the network. While our businesses have seen significant loss of traffic as a result of the crisis, with continued prudent financial and operational management, we remain well positioned to continue delivering on our priorities. 6 | ATLAS ARTERIA ANNUAL REPORT 2019 Looking forward While the immediate focus in 2020 will be on safely maintaining our operations through the COVID-19 crisis, delivering against our strategy will remain a priority. We will also continue to explore and take advantage of opportunities within our existing networks to increase growth. For example, in APRR, RCEA is a project that is expected to deliver free flow tolling and will set the stage for future improvements across the network. At Dulles Greenway, projects to ease congestion are ongoing and, in December 2019, we lodged the rate case with the Virginia State Corporation Commission (SCC) which will determine the toll increases over the next five years. We are also working on a long-term strategy to increase the value of the business, reduce risk and improve cash flows. Our approach to investment opportunities, and the criteria we use to assess them, has not changed. This rigorous and disciplined approach ensures that we are looking after shareholders and creating long-term value. We have recruited a well credentialed team with strong experience in considering the merits of opportunities, be it traffic forecasting, operations and maintenance, or finance. Our people are the key to unlocking further value and delivering on our strategic priorities. I am incredibly proud of the team we have built, and of what our people have accomplished this year. Their talent, commitment and capability are the reason for our standout achievements in 2019 and will serve us well as we face the challenges of 2020. I feel privileged to lead this team as we work together to continue to create value for our shareholders and communities. Graeme Bevans CEO and Managing Director Atlas Arteria Key Management Personnel Graeme Bevans CEO and Managing Director A CEO and Managing Director with deep experience in complex infrastructure investments in Australia, Europe and North America. Passionate about driving the strategic direction and culture of Atlas Arteria to ensure a strong, successful and sustainable business now and for the long term. Nadine Lennie Chief Financial Officer An experienced CFO with a strong track record in disciplined infrastructure investment, strategic financial management and risk. Passionate about making strategic and financial decisions that add value for customers and shareholders. Vincent Portal-Barrault Chief Operating Officer A COO with extensive experience in operational monitoring and the improvement of infrastructure businesses. Passionate about improving the customer experience on Atlas Arteria’s roads and giving people more time for what’s important to them. Clayton McCormack General Counsel and Company Secretary A highly experienced lawyer and company secretary with strong transactional, legal governance and risk advisory experience. Passionate about embedding a governance framework and culture that sustains Atlas Arteria now and into the future. Nadine Lennie Chief Financial Officer Vincent Portal-Barrault Chief Operating Officer Clayton McCormack General Counsel & Company Secretary ATLAS ARTERIA ANNUAL REPORT 2019 | 7 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCETHE ATLAS ARTERIA BUSINESS Virginia, United States Dulles Greenway France APRR / ADELAC Rostock, Germany Warnow Tunnel ATLAS ARTERIA PORTFOLIO APRR 31.14%1 ADELAC 31.17%1 Dulles Greenway 100%3 Warnow Tunnel 100% 2,318km motorway network in Eastern France 20km commuter road connecting Annecy to Geneva 22km commuter route into the greater Washington DC area 2.1km road and tunnel in Rostock, Germany 2035 concession expiry2 2060 concession expiry 2056 concession expiry 2053 concession expiry 1 On 2 March 2020, Atlas Arteria completed a transaction to acquire an additional 6.14% in APRR and ADELAC, increasing our interest from 25.00% in APRR to 31.14% and from 25.03% in ADELAC to 31.17%. 2 APRR concession expires in November 2035, AREA concession expires in September 2036. 3 100% economic ownership. 8 | ATLAS ARTERIA ANNUAL REPORT 2019 VISION AND VALUES WHO WE ARE AND WHAT WE DO We are Atlas Arteria. We are a global owner, operator and developer of toll roads. OUR VALUES Our values guide the decisions we make and the way we behave as we work together towards our vision. We work to create long-term value for our investors through considered and disciplined management and sustainable business practices. In living our values, we can create strong growth for shareholders and better outcomes for our customers, our communities and our people. To us, great performance is as much about the way we get there as it is about the result. That’s why our people’s success is evaluated against our five values, along with their role responsibilities. OUR VISION To provide the communities in which we operate with high quality, well maintained infrastructure and associated amenities that: − enhance safety; − provide economic benefits through reduced travel time and greater time certainty; − improve environmental outcomes through reduced fuel consumption and carbon emissions; and − provide a positive customer experience. When we are steered by these values, we are acting in the best interests of one another, our shareholders, our customers and our communities. In this way, together, we’re driving better outcomes. OUR GUIDING VALUES SAFETY IS AT OUR HEART We are always focused on delivering safe outcomes for our employees, contractors, customers and visitors to our offices and roads; because nothing is so important that we cannot take the time to do it safely. TRANSPARENCY IN ALL WE DO We are honest about what we do and how we do it. We are accountable for our actions. If we make a mistake, we will be open about it, learn and improve from it. ENGAGE FOR BETTER OUTCOMES We engage with one another and our stakeholders with a spirit of curiosity and with a learning mindset. We seek to understand people’s needs so we can deliver better outcomes. We are open and adaptable to change and committed to continuous improvement. ENVIRONMENTALLY AND SOCIALLY RESPONSIBLE We care for our communities and the environment. We are committed to enhancing our communities and are proactive in reducing environmental impacts by embedding responsible and sustainable business practices. RESPECT IN EVERY INTERACTION We are respectful of everyone in every situation. We celebrate diversity. We know that a culture of inclusion and diversity breeds success. We respect the rules and the spirit of the law and will always act ethically, lawfully and responsibly. ATLAS ARTERIA ANNUAL REPORT 2019 | 9 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEAdele and her family are returning home to Paris from visiting her parents who live in Lyon. Adele and her husband have tickets to a soccer match. They pay € 35.40 to use the APRR network, saving them around two hours of travel time.* This allows time for the family to have lunch with Adele’s parents in Lyon, before getting back to Paris in time to enjoy the game. APRR AND ADELAC FRANCE APRR IS A 2,318 KILOMETRE MOTORWAY NETWORK IN THE SOUTH-EAST OF FRANCE, INCLUDING ADELAC’S 20 KILOMETRES. IT IS THE SECOND-LARGEST MOTORWAY NETWORK IN FRANCE AND THE FOURTH LARGEST IN EUROPE. 10 | ATLAS ARTERIA ANNUAL REPORT 2019 Paris Orléans Troyes Toul Stuttgart Germany Mulhouse Cosne-Cours-sur-Loire Dijon Bourges France Besançon Zurich Switzerland Vichy Geneva Clermont-Ferrand Lyon Chambéry Grenoble Italy Milan Bordeaux Valence APRR AREA/ADELAC The APRR business owns two separate concessions, the APRR Concession and the AREA Concession. It also owns a minority interest in the ADELAC Concession. It is a vital transportation corridor for major Western European and intra-France trade and tourism, and provides essential connectivity between Paris and Lyon, France’s two largest metropolitan areas. Atlas Arteria interest** in APRR and 31.14% 31.17% in ADLEAC Concession term 30 November 2035 APPR: 30 September 2036 AREA: ADELAC: 31 December 2060 APRR (including AREA) up 1.1% on pcp Traffic: Revenue: up 2.9% on pcp EBITDA: up 3.6% on pcp ADELAC Traffic: Revenue: up 1.3% on pcp EBITDA: up 1.8% on pcp down 0.5% on pcp The year that was It was another strong year for APRR, with traffic up by 1.1%, revenue up by 2.9% and EBITDA up 3.6%. This was a good result, particularly given the unusually strong 2018 traffic that benefitted from a better than usual European ski season as well as rail and air strikes. The revenue growth was driven by traffic growth as well as toll increases (1.81% for APRR and 2.01% for AREA). APRR provides customers with an efficient, safe and cost effective road network. Over 2019, we continued to focus on initiatives that will increase customer satisfaction, including: − improved communication with 530 variable message signs at key locations; − an increase in the number of electric charging stations to 152 across 52 locations; − wi-fi availability at 85% of rest stops; and − the provision of 4,135 carpool parking spots to help our customers lower their overall environmental impact. An overall focus on efficiency also continues to reduce congestion and improve customer satisfaction. Increased automation of toll collection and increased numbers of customers using electronic toll tags are examples of these initiatives. We also continue to invest in capital projects to grow the APRR footprint and improve the customer experience. In 2019, €522 million was spent on capital projects compared with €471 million in 2018. This includes the execution of investments from the current plans agreed with the French State, which are the 2014-2018 management contract, the 2015 Stimulus package and 2018 New Motorway investment plan. The 2015 Stimulus provided concession extensions by two years and one month for APRR and three years and nine months for AREA. The other two programs were compensated via tariff increases. Projects completed in 2019, include: − the Mâcon-Sud intersection project, connecting the A6 (APRR) to the A406 West (eastern continuation of RCEA) in the south-west of the city of Macon in the Burgundy region of France; − the Sevenans intersection, which connects the A36 (APRR) with two major adjacent public roads in the south of Belfort city (Bourgogne- Franche-Comté region); and − the widening on A6 near Auxerre, which involved adding a third lane in the southbound direction on the A6 for 12 kilometres around the city of Auxerre. We are also pleased to report that APRR has been ranked the Best Employer in the Transport and Logistics sector for the fifth year in a row in France, by Capital Magazine. * References to all time savings in this document have been sourced from calculations derived from Google Maps. ** On 2 March 2020, Atlas Arteria completed a transaction to acquire an additional 6.14% in APRR and ADELAC, increasing our interest from 25.00% in APRR to 31.14% and from 25.03% in ADELAC to 31.17%. ATLAS ARTERIA ANNUAL REPORT 2019 | 11 E C N A L G A T A 9 1 0 2 ’ S N O S R E P R I A H C D N A O E C E H T M O R F A I R E T R A S A L T A E H T D N A N O I S I V W E I V E R I R O T C E R D G N G A N A M I S S E N S U B I S E U L A V D N A O I L O F T R O P E C N A M R O F R E P Y T I L I B A N I A T S U S T N E M E G A N A M K S I R E C N A N R E V O G T R O P E R L A I C N A N I F APRR AND ADELAC FRANCE Adding future value Our initiatives − The RCEA project, for which APRR submitted a joint proposal with Eiffage, will be the first free flowing toll concession in France and will raise the bar for customer experience improvements across the APRR network and beyond. The RCEA project will take around two-and-a-half years to complete. − APRR also has a number of other projects due for completion over the coming years, with the road widening between Clermont-Ferrand to Le Crest expected for completion in mid 2021. The creation of the A71 Montmarault intersection is also expected to be completed in the second half of 2021. These initiatives will further enhance the overall customer experience across the APRR network. − Various capital expenditure activities are underway within the APRR and ADELAC network, as part of the government’s Motorway Investment Plan, including interchange development, wildlife passages, water treatment and protection and parking lots for carpooling. The plan includes €187 million of investments by APRR, of which around 10% will be financed by local authorities. APRR’s capital expenditure is being offset by agreed additional toll increases for APRR and AREA between 2019 and 2021. − We continue our ongoing dialogue with the French State to improve the network and achieve their road development objectives. We see many opportunities to continue to expand the APRR network and provide solutions to the French Government at both the national and regional level. Macroeconomic environment APRR closely reflects underlying economic fundamentals with light vehicle traffic driven by French household income and heavy vehicle traffic correlated to French manufacturing growth trends. 12 | ATLAS ARTERIA ANNUAL REPORT 2019 Josephine and her young family live in Annecy, France. Josephine works in Geneva. On her work days, she drops off her son to pre-school and her husband at his office before heading to work herself. She uses the ADELAC network to travel, saving her around 18 minutes at a cost of €8.40. This gives her valuable time to manage her family drop-offs and pick-ups and ensures she still makes it to work on time. E C N A L G A T A 9 1 0 2 ’ S N O S R E P R I A H C D N A O E C E H T M O R F A I R E T R A S A L T A E H T D N A N O I S I V W E I V E R I R O T C E R D G N G A N A M I S S E N S U B I S E U L A V D N A O I L O F T R O P E C N A M R O F R E P Y T I L I B A N I A T S U S T N E M E G A N A M K S I R E C N A N R E V O G T R O P E R L A I C N A N I F ATLAS ARTERIA ANNUAL REPORT 2019 | 13 Ann lives in Leesburg and works in Reston. Her daughter Charlotte attends day care near home. She needs to be collected every day by 6.00pm. Ann pays US$5.80 to use the Dulles Greenway, saving around 10 minutes every day. Ann feels relieved that she avoids a US$30 day care late fee and happy to get Charlotte home in time for dinner and more bedtime cuddles. DULLES GREENWAY VIRGINIA, USA THE DULLES GREENWAY IS A 22 KILOMETRE TOLL ROAD IN LOUDOUN COUNTY, VIRGINIA IN THE USA. IT OFFERS CUSTOMERS A COST- EFFECTIVE WAY TO TRAVEL BETWEEN NORTHERN VIRGINIA AND THE GREATER WASHINGTON AREA. 14 | ATLAS ARTERIA ANNUAL REPORT 2019 Leesburg Dulles Greenway Loudoun County Dulles International Airport Rockville Bethesda Maryland Silver Spring Tysons Corner Falls Church Washington DC Arlington Reagan National Airport Fairfax Virginia The Dulles Greenway is located in one of the fastest growing and more affluent counties in the United States, providing customers with access to connector roads and Washington DC. Atlas Arteria economic interest 100% Certificate of Authority expiry: 2056 Traffic: down 2.9% on pcp Revenue: down 1.2% on pcp EBITDA: down 0.8% on pcp Population and economic growth potential We are positioning our operations to take advantage of predicted residential and economic growth in the Loudoun County area. Low, medium and high-density developments are planned along the corridor. These residential, commercial and retail developments present good growth opportunities for the Dulles Greenway in the medium to long term. The year that was It was another challenging year for the Dulles Greenway, however we remain committed to establishing the Dulles Greenway as a valued and integral part of the road network in Virginia. The downturn in overall traffic of 2.9% was driven by price rises on the Dulles Toll Road (DTR) and surrounding road network improvements during the year. This downturn in traffic translated to a 1.2% reduction in revenue and a 0.8% reduction in EBITDA. The impact of reduced traffic was offset by toll growth and cost management initiatives throughout the year. We expect to see the following factors continue to influence traffic in the coming years: − we are working towards completion of congestion easing projects at both the east and west ends of the road; − the realisation of population and economic growth in the area as a result of Loudoun County’s pro-growth economic development strategy; − network impacts associated with upgrades to the free road alternatives which saw a set of traffic lights removed in 2019, with two more sets to be removed in the coming years on a section of Route 7 that competes with the Dulles Greenway. Adding future value We are committed to fully optimising the value of the Dulles Greenway business. In 2020 and beyond, we will work closely with our communities and key stakeholders to ensure we are meeting their needs and delivering on their objectives. Projects to ease congestion are ongoing and the SCC rate case for a potential toll increase is in progress. We are working on a long-term strategy to increase the value of the business, reduce risk and improve cash flows. Our initiatives − New leadership skills to deliver our plans, including the appointment of a new Board member, Pierce Homer (former Secretary of Transport in Virginia) in mid 2019 and the appointment of a new CEO is expected in 2020. − The Dulles Toll Road Connector project (at the eastern end of the Dulles Greenway) will address morning peak congestion at the DTR merge. Phase one was completed in late 2019 and the second phase has started, with expected completion in second half 2020. − We have started two projects at the western end of the Dulles Greenway to alleviate afternoon congestion at the merge onto the Leesburg Bypass. The first project is reconfiguring the Dulles Greenway off-ramp and the second is widening the Leesburg Bypass. − Technological improvements creating network efficiencies, including new violation cameras, receipt printers, new transformers and an upgrade of power supplies. − A new contract with the Virginia State Police, which took effect in 2019, will result in greater cost savings, while still maintaining appropriate trooper coverage during peak periods. − Changes to the existing toll setting administration will start from January 2020. We lodged our rate case with the SCC in December 2019, seeking peak toll increases of 6-7% per annum and off-peak increases of 5-6% per annum. We anticipate an outcome towards the end of 2020. ATLAS ARTERIA ANNUAL REPORT 2019 | 15 E C N A L G A T A 9 1 0 2 ’ S N O S R E P R I A H C D N A O E C E H T M O R F A I R E T R A S A L T A E H T D N A N O I S I V W E I V E R I R O T C E R D G N G A N A M I S S E N S U B I S E U L A V D N A O I L O F T R O P E C N A M R O F R E P Y T I L I B A N I A T S U S T N E M E G A N A M K S I R E C N A N R E V O G T R O P E R L A I C N A N I F Oskar lives in Rostock. He visits his customers every day on the other side of the Warnow River. He chooses to take the Warnow Tunnel at a cost of € 4.20. This saves him around 16 minutes each way. That gives him an extra half-an-hour a day to catch up with friends or go for a run along the river. WARNOW TUNNEL ROSTOCK, GERMANY THE WARNOW TUNNEL IS A 2.1 KILOMETRE TOLL ROAD, INCLUDING A 0.8 KILOMETRE TUNNEL UNDER THE WARNOW RIVER. IT OFFERS CUSTOMERS A RELIABLE, COST-EFFECTIVE WAY TO TRAVEL ACROSS THE RIVER. 16 | ATLAS ARTERIA ANNUAL REPORT 2019 Warnemünde Warnow Tunnel Rostock Hamburg Berlin The Warnow Tunnel is located in Rostock in North Eastern Germany. The Port of Rostock is the fourth largest port in Germany. The Warnow Tunnel offers an alternative to catching the ferry across the river, or using 19km of untolled roads through the shopping precinct of Rostock which often suffers from congestion during peak periods. Atlas Arteria interest 100% Concession expiry: 2053 Traffic: up 4.6% on pcp Revenue: up 8.8% on pcp EBITDA: up 6.7% on pcp The year that was This smaller business in our portfolio is performing well. The Warnow Tunnel continued to enjoy another strong year of traffic growth, with traffic up 4.6%. This resulted in an increase in revenue of 8.8% which translated to an increase in EBITDA of 6.7%. This strong traffic growth is the result of roadworks taking place on competing roads over the course of the year. Once roadworks are complete, we expect longer-term traffic growth may reduce. During 2019, the toll plaza was completely refurbished with LED lights. Along with other factors, this has lowered total energy usage of the Warnow Tunnel by 3.8%. Also in 2019, 3.7 million trips were completed using automated/non-cash tolling (RFID/Tags and SmartCards), accounting for 75.5% of all trips. This is 6.0% higher than 2018. Adding future value − Ensuring the safety of our employees, contractors and customers is paramount to us. That’s why we’re implementing further initiatives in 2020 to promote safe driver behaviour at the Warnow Tunnel toll plaza. − We are standardising near-miss reporting to help identify and mitigate risks. This was rolled out on the Dulles Greenway in 2019 and will be introduced to the Warnow Tunnel in 2020. − The Warnow Tunnel also supports social and cultural activities around Rostock, including German language training for refugees and a holiday camp for socially disadvantaged students. It is also a sponsor of the Rostock Zoo. Supporting social programs is an important driver of community support for the business. Macroeconomic environment Rostock is an important port city in Germany. It has benefitted from an overall growth in exports, population, tourism and a stronger economy since the Warnow Tunnel opened in 2003. The unemployment rate in Rostock has continued to improve over the last decade. Germany has seen a continued economic recovery since 2013, with 2.0% average annual GDP growth between 2014-2019.* * Statistisches Bundesamt, January 2019. E C N A L G A T A 9 1 0 2 ’ S N O S R E P R I A H C D N A O E C E H T M O R F A I R E T R A S A L T A E H T D N A N O I S I V W E I V E R I R O T C E R D G N G A N A M I S S E N S U B I S E U L A V D N A O I L O F T R O P E C N A M R O F R E P Y T I L I B A N I A T S U S T N E M E G A N A M K S I R E C N A N R E V O G T R O P E R L A I C N A N I F ATLAS ARTERIA ANNUAL REPORT 2019 | 17 SUSTAINABILITY AT ATLAS ARTERIA, WE FOCUS ON CREATING LONG-TERM VALUE FOR OUR STAKEHOLDERS, FROM INVESTORS AND CUSTOMERS TO EMPLOYEES AND COMMUNITIES. AS AN INTEGRAL PART OF THIS, WE EMBED RESPONSIBLE AND SUSTAINABLE BUSINESS PRACTICES. Our Sustainability Framework SUSTAINABILITY PRIORITIES SAFETY Whether working or travelling with us, safety is our primary focus. CUSTOMERS AND COMMUNITY We connect people and communities through safer and faster transport options that make life easier. OUR PEOPLE We foster an engaged, collaborative and diverse workforce, and together deliver business success. GOVERNANCE We are accountable and transparent in all our business dealings. BUSINESS FUNDAMENTALS ETHICS, VALUES AND CULTURE We act ethically and promote a culture founded on our five values: Safety, Transparency, Engagement, Environment, Respect. SUSTAINABLE GROWTH We focus on growing our business and returns for the long term while delivering positive social benefit. ENVIRONMENTAL STEWARDSHIP We actively manage our impact on the environment and provide solutions that enable customers to minimise their footprint. INNOVATION AND TECHNOLOGY We monitor innovations and technology and proactively respond to changing needs and expectations. Implemented through policies and programs. Will be monitored through KPIs and targets. 18 | ATLAS ARTERIA ANNUAL REPORT 2019 Our approach to sustainability The global understanding of sustainability and the growing challenges around sustainability are changing at an unprecedented rate. Disruptive forces such as the threat of climate change are reshaping every industry. At the same time, we recognise that there are rising stakeholder expectations for businesses to play a positive role, reduce negative impacts and create value for society. As a global infrastructure developer, owner and operator, we manage our business for the long term. Understanding how sustainability challenges may impact our operations and portfolio is important in order for us to build a resilient strategy. It also means understanding the changing needs and expectations of our stakeholders, to stay responsive and relevant to these. With the new management team in place, this year we undertook an assessment to understand the issues important to our stakeholders (see ‘Determining materiality’ section below for more information). As a result, we have developed a new Sustainability Framework to focus and guide our efforts in order to create lasting value and sustainable returns for our investors. Our Sustainability Framework has been refocused into four priority areas that inform our strategy and approach: safety; customers and community; our people; and the environment. These represent the most significant environmental, social and governance (ESG) risks and opportunities now facing our business, as well as the topics of greatest importance to our stakeholders. Focusing on these priority areas supports us in securing a growing and resilient business. The priorities are underpinned by a set of four business fundamentals that enable us to fulfil our future growth potential. These are: good governance; an ethical culture; an emphasis on sustainable growth; and keeping abreast of technology and other innovations. We expand upon each of our sustainability priority areas in this report, identifying issues faced, our actions to address them and our commitments into the future. We will continually look for opportunities to improve, as we move forward. Determining materiality Stakeholder views formed an important part of the development of our Sustainability Framework. We appointed an independent, external advisor to undertake a materiality assessment, identifying the sustainability issues facing our business that are most important to our stakeholders. They spoke directly with investors, business partners, suppliers and employees through a series of surveys, interviews and roundtables. An ESG workshop was held for the Atlas Arteria Boards and senior leadership team to review the insights gained and identify those areas imperative to sustainable business success. From this, our Sustainability Framework was established. We have clear structures in place for the management and oversight of sustainability. Our governance approach and supporting policies drive integration through the business, and clear dialogue with stakeholders enables us to understand and address changing expectations. Sustainability governance Sustainability at Atlas Arteria is overseen by our Boards. Our Sustainability Framework has been recently defined and we are developing a set of KPIs and targets to underpin the framework and help focus our actions. Performance is regularly monitored by the senior leadership team. Each of our portfolio businesses is responsible for adopting and maintaining its own environmental and social risk management framework appropriate to the country in which it operates. Our ability to control or influence the ongoing management of these issues differs for each business. At APRR (including ADELAC), Atlas Arteria has a non- controlling interest and accordingly we appoint Board representatives to promote and support the implementation of good practices, to the extent that they are able to, under the co-ownership arrangements. For Dulles Greenway and Warnow Tunnel, where Atlas Arteria holds a 100% economic interest, we work with the management of the companies to ensure that policies and procedures are in line with our standards and expectations. The ESG performance of each business is reported to the Atlas Arteria Boards regularly. Major safety incidents are reportable as soon as possible after occurrence, and other major environmental and social incidents are reportable within 48 hours. New investments Atlas Arteria aims to invest in businesses that regard environmental and social issues as a high priority, or in businesses where there is capability to create a strong environmental and social focus. Accordingly, all potential investments are screened for environmental and social risks, including safety and climate change, before presentation to the Atlas Arteria Boards for consideration. Sustainability policies With the establishment of the new management team, we have developed a suite of corporate policies that set out our expectations for responsible business. Our ESG risks are managed through our risk management framework, with supporting policies covering: anti-bribery and corruption, risk management, workplace health and safety, environmental and social responsibility, diversity and employee conduct. These policies are available on the Atlas Arteria website at https://www.atlasarteria.com/sustainability/framework- policies-stakeholders?scroll=policy. We have trained both the head office team and management at our wholly-owned businesses on the policies and copies are available to all staff. Stakeholder engagement We are open and transparent about how we do business. Clear dialogue with our stakeholders is important to building strong relationships, maintaining trust and enhancing our business performance for the long term. Our key stakeholders include our co-investors, portfolio company employees, governments and regulators, suppliers, securityholders and the wider communities in which we operate. ATLAS ARTERIA ANNUAL REPORT 2019 | 19 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEOUR SUSTAINABILITY PRIORITIES SAFETY Safety on our motorway networks is our top priority. We seek to ensure that all people who work for us and use our roads return home safely. − 11.5% reduction in APRR’s lost time injury frequency rate compared to 2018 − Virtual reality experiences at service areas on the APRR network promote customer Key statistics/ achievements safety awareness − No customer injuries at Warnow Tunnel in 2019 − 81% of our people believe we live our safety commitments (source: Employee Engagement Survey for corporate employees) Number of lost time injuries Lost time injury frequency rate 2016 2017 2018 2019 Head office APRR Warnow Dulles Greenway NA 23 0 0 NA 29 0 1 NA 26 0 0 0 23 1 0 Head office APRR Warnow Dulles Greenway 2016 NA 4.2 0 0 2017 NA 5.7 0 11.3 2018 2019 NA 5.2 0 0 0 4.6 14.9 0 Worker safety APRR is currently working on increasing worker safety through technology. It is trialling work boots that vibrate when the employee comes close to dangerous areas, large equipment, or when divider cones are hit by traffic. An alarm is also sent to operational headquarters alerting them to the danger. The focus of this technology is to increase the safety of workers next to live traffic or in construction zones. Safety of our people The safety of our people and contractors is a top, and enduring priority for us. We focus on a safety first culture while having the right equipment and the right training to do the job. We are standardising reporting across our businesses. Alongside lost time injury reporting, we are introducing near-miss reporting to help identify and mitigate risks. Safety progress and performance is reviewed regularly by the Boards. Motorway employees undertake regular safety training. This has included topics such as: implementation of traffic closures, training for use of equipment/vehicles and occupational safety training. At Warnow Tunnel alone, employees have undertaken an average of nine hours’ safety training each over the course of the year. In France, SafeStart training has been run for APRR employees since 2016, offering practical tips to keep workers alert to risks and reduce injuries resulting from human error. APRR also introduced safety software, NumA (Numérique Autoroute or Digital Motorway) Prévention in 2019. Functioning across platforms (mobile, tablet or PC), the software can be used to better inform employees of safety hazards and accidents on motorways. Furthermore, it facilitates collaboration for safety briefings and inspections. We pursue opportunities to share learnings. Over 2019, Dulles Greenway held 504 combined safety meetings with contractors, reviewing performance, risks and mitigating activities. APRR hosted a Safety Break day in September 2019 for all employees, facilitating discussions between employees, management, and brainstorming on future safety initiatives. 20 | ATLAS ARTERIA ANNUAL REPORT 2019 Promoting safety awareness amongst customers In the summer of 2019, APRR introduced a virtual reality experience at a selected service area on the A6. Aimed at improving road user safety and awareness, the system simulated a vehicle breakdown, highlighting the necessary actions to reduce risks when stopping in the emergency lane on a motorway. It also educated drivers on the risks faced by motorway staff when responding to incidents. In addition, APRR periodically hosts events raising awareness around the most common causes of accidents and injuries. This includes driver fatigue, incorrectly inflated tyres, speeding and not wearing a seatbelt. Fatalities With sadness, we report that a contractor died working on an APRR motorway widening project in France during the year. The worker was employed by a sub-contractor, and as such was under the control and responsibility of that business. However, we take any incident on our roads very seriously and were proactive in working to understand the root cause and identify learnings to help reduce the potential for similar events occurring. These details are shared in safety briefings across our businesses and with our contractors. Through procurement processes and contractual provisions, we seek to ensure that our contractors have a safe system of work. Road user safety We work hard to ensure the safety of our roads, with immediate response to dangerous incidents, regular cleaning and maintenance sweeps, maintaining black roads in winter and ensuring safe traffic lane closures. Between 2014 and 2018, Dulles Greenway experienced less than one tenth the rate of injury occurring on other Virginia and Loudoun County roads* and in 2019, the accident rate continues to reduce. To ensure that we maintain strong oversight of accidents on our roads, we are introducing reporting on customer accident and injury rates. This will assist in clearly tracking incidents and support management improvement. The management of each business regularly reviews potential risks, accident causes and locations to identify any areas of improvement. Priorities for 2020 − Continue to embed a safety first culture amongst our people and across our businesses − Proactively share safety best practices between our businesses − Implement further initiatives to minimise dangerous driver behaviour on our roads − Continue standardisation of safety reporting, including near-miss reporting, across our businesses − Implement specialised operational software as appropriate * On average there were 7.2 accidents with injuries per 100 million vehicle miles travelled (VMT) on the Greenway between 2014 and 2018, compared with 80 accidents with injuries per 100 million VMT on Loudoun County Roads (WSP 2019). In 2019 the accident rate for Dulles Greenway was 4.4 accidents with injuries per 100 million VMT. ATLAS ARTERIA ANNUAL REPORT 2019 | 21 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEOUR SUSTAINABILITY PRIORITIES CUSTOMERS AND COMMUNITY Connecting customers and communities is what we do. We are proud that our roads improve safety, reduce travel times and enhance mobility. Our core business operations help relieve traffic congestion and have a direct positive economic impact. Our sustainable success relies on us being recognised as a valuable addition to communities. Key statistics/ achievements − 16 very high power electric vehicle charging stations installed. These have capacity to reduce charging time from 30 minutes to 10 minutes, depending on vehicle charging capability − Customers can save around two hours of travel time between Paris and Lyon on APRR, compared to untolled roads Connected communities In 2019, customers travelled 24.6 billion kilometres across APRR alone. We’re proud to help strengthen communities by providing improved access to jobs, businesses and workplaces, family and friends and other travel needs. We look to deliver customer value through faster travel times, safer roads and environmentally and user-friendly initiatives. APRR regularly adapts its offering to include more user- friendly means of transport. These include non-stop electronic tolling, parking for carpooling, electric vehicle charging stations, discounted Electronic Toll Collection tags for carpooling and electric vehicle users, a dedicated radio station and other safety measures, including APRR’s mobile safety app, from which you can call emergency services and be geolocated. Dedicated carpooling lanes are also currently being implemented. For added convenience and seamless transport, the electronic payment tags used on APRR can now be used on all toll roads in France, Spain, Portugal and Italy. They can also be used to pay for 450 parking areas in France and 150 parking areas in Spain and Italy. Fast charging stations Barrier-free tolling In late 2019, 16 very high power electric charging stations were added to the APRR and AREA network. Powered entirely by electricity from renewable energy, these can reduce the charging time of vehicles to about 10 minutes, compared to 30 minutes on the existing high power terminals, or nine hours via a home outlet. With a focus on customer convenience, the stations promote the flow of vehicles, offer places for waiting and provide a 24-hour multilingual hotline in case of problems. From 2020, the website will provide real-time status of the terminals (occupied/free/out of service) to enable drivers to plan their next stop. APRR is France’s first motorway operator to offer such a dense network of fast charging stations. 22 | ATLAS ARTERIA ANNUAL REPORT 2019 With a commitment to improved mobility, APRR is testing barrier-free tolling on its network. The free flow system allows a vehicle to be recognised by its badge or licence plate, without having to reduce its speed. This streamlines toll traffic, limits greenhouse gas emissions and improves the customer experience. The testing is being undertaken between October 2019 and April 2020 in Dijon Sud and Fontaine. Fair pricing and value Each day, our network provides customers with substantial savings on their travel time. For example, a trip from Paris to Lyon on the APRR network can save around two hours of travel at a cost of €35.40, when compared to the untolled roads. Dulles Greenway can provide an approximate 10 minute saving in peak hour at a cost of US$5.80. These time savings result in an environmental benefit compared to standard roads, with reduced fuel consumption and greenhouse gas (GHG) emissions. We are negotiating a pathway for future toll increases on the Dulles Greenway. This will enable continued investment in improvements to reduce congestion and improve travel times and experience for our customers. We seek to improve our communications on pricing, providing clarity to customers on what they pay, options for payment and the value they receive in return. Community contributions We make a positive economic contribution to our communities, both through our core business operations and voluntary contributions (see examples listed below). − In 2019, Dulles Greenway paid US$4.2 million in property taxes – the second largest property tax payer in the County − As part of our toll road obligations, free passage is provided on our roads for specific groups (e.g. for local police, firefighters, school buses and ambulance services). Since 2005, Dulles Greenway has accommodated over two million non-revenue trips, worth over US$10 million in revenue foregone − At Warnow Tunnel, over 37,000 non-revenue trips were made in 2019, equivalent to €184,400 Supporting our communities Healthy, prosperous communities benefit everyone. That’s why we are focused on supporting community wellbeing, above and beyond the provision of infrastructure. Warnow Tunnel supports social and cultural activities around Rostock, including German language training for refugees and a holiday camp for socially disadvantaged students. It is also a sponsor of the Rostock Zoo. Dulles Greenway’s annual Drive for Charity Day raised almost US$327,000 in 2019, benefiting local charities and student scholarships. Over US$3.7 million has been distributed in the last 14 years. In France, APRR renewed its partnership with the Society for the Protection of Animals with a €40,000 donation. Employees mentor young people and those looking for jobs through NGO-associations such as Article 1 and Capital Filles. APRR also organises the donation of goods, such as used computers and telephones to community groups and in 2019 donated a modified van to Athena Animal Rescue, for the care of wild mammals. Art on the highway Road signs pointing out cultural and tourist attractions along APRR and AREA are undergoing a facelift. Over 600 signs are gradually being replaced with the new panels designed by internationally recognised artists including Floc’h, Jacques de Loustal and Fred van Deelen. Due to be completed by 2021, the signs help break the monotony of journeys while highlighting the rich cultural heritage of the regions. Priorities for 2020 − Improve customer experience and keep customers better informed on: pricing; payment options; our business activity; and the value our motorways provide − Review Dulles Greenway’s community initiatives to deliver increased value to the community and the business − Continue to develop the opportunities to improve infrastructure and ease of travel ATLAS ARTERIA ANNUAL REPORT 2019 | 23 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEOUR SUSTAINABILITY PRIORITIES OUR PEOPLE Our people are essential to our success. Their hard work over this past year has ensured that we have successfully transitioned to a fully independent company. We are focused on creating a diverse, engaged and collaborative workplace that delivers on our business strategy. − 86% of employees say they are proud to work for Atlas Arteria (source: Employee Engagement Key statistics/ achievements Survey of corporate employees) − Female representation on each of our Boards at 40% − APRR ranked Best Employer in its sector by Capital Magazine Listening to our people During 2019, when most employees in the recently formed internal management team had been employed for less than 12 months, we launched our inaugural Employee Engagement and Culture Review Survey to identify our strengths and opportunities for improvement. Overall results were strong and the review showed a fast paced and high achieving team with strong levels of engagement and with an emphasis on values-based leadership from the Executive Team. Specific results included: − more than 90% of employees say they feel a sense of purpose in their work; and − 86% indicated they are proud to work for Atlas Arteria. Improvement opportunities are centred around work life balance, flexibility, review processes, communication and investment in development. We are developing an action plan to address key challenges highlighted in the survey, including the activities outlined below: − Providing development opportunities. As a small organisation with a relatively flat structure, it is imperative that we provide structured growth and development opportunities for employees to progress in their careers. − Promoting work life balance. We seek to create flexibility in how we work and build a culture that promotes balance. Key to this is ensuring we are appropriately resourced as the company grows. − Improving communication. Our employee base is geographically dispersed. Clear, two-way communication is necessary for effective teamwork and to deliver our business strategy. Our businesses aim to foster a strong and engaged workforce focused on safety and customer service. Communication between and to our businesses is a recognised priority. We look to ensure we effectively communicate our strategy, promote two-way communication and bring the teams with us on the journey. Investment in technology has facilitated this approach. 24 | ATLAS ARTERIA ANNUAL REPORT 2019 APRR named Best Employer We are pleased to report that for the fifth year in a row, APRR has been ranked the Best Employer in the Transport and Logistics sector in France by Capital Magazine. The classification is based on an anonymous employee survey. The result provides recognition for APRR’s commitment towards employee support, training, diversity and inclusion and professional equality. Supporting and developing our people Our people are our most valuable asset. At all times, we remain focused on their wellbeing, ensuring that they are safe and feel supported. The current COVID-19 pandemic presents a challenging environment for all employers and employees as we all adapt to new ways of working, and living, during the current crisis. We have been clear with our people that they have our support, and that we understand their need to balance work commitments with their own personal commitments and needs during such trying times. We are also working with an external independent professional to offer a confidential, employee assistance and support service for anyone who wishes to access it. We are always committed to the ongoing development and training of our people, ensuring they remain positively challenged, and can see their career paths grow within the business. In 2019, we established a strong corporate team, trained and engaged in our policies and procedures. We will build on this in 2020, by investing in HR support to drive development opportunities and programs for our people, along with prudent succession planning. Diversity and inclusion We recognise diversity as a driver of success: strengthening the business with different perspectives and experiences and supporting the attraction and retention of talent. Our Diversity and Inclusion Policy (on our website) sets out our approach and commitments in this regard. Human rights and modern slavery Respecting human rights and eliminating modern slavery is crucial to being a responsible business. We are committed to developing and maintaining processes to identify, prevent, mitigate and account for adverse human rights impacts, including modern slavery, throughout our operations and value chain. Our Boards each comprise 40% female members. We are seeking to increase female representation across the organisation and are developing initiatives to support this. Besides gender, our small head office team is highly diverse in nationality, language and culture. The recent engagement and culture survey also showed strong results on questions relating to diversity and inclusion. Looking ahead, diversity and inclusion remains a focus as we grow our team. We will continue to implement practices to support diversity. Supporting diversity At APRR, the promotion of equal opportunities is wide- ranging. Training schemes and apprenticeships are offered to help young people into the job market. An action plan is in place to better enable integration of people with disabilities, support is provided to retain seniors in employment and a focus on gender equality differences in pay for men and women with equivalent skill levels and jobs. Actions are supported by the APRR Diversity Committee, which brings together representatives from all levels of the business. This year, an employee barometer was undertaken, in which 84% of APRR employees said they felt management was committed to equal opportunity. Other initiatives included training on prejudices and stereotypes, and work towards renewal of the Diversity Label from Association Française de Normalisation (AFNOR) was successfully achieved in February 2020. We have undertaken a review of our exposure to human rights and modern slavery risks in our operations and supply chains and have implemented a number of initiatives to help identify and manage these risks in the future. These include: − providing an anonymous Whistleblower Service as a means to report concerns of wrongdoing available at www.atlasarteriaspeakup.deloitte.com.au; − supplier risk assessment/reviews and auditing procedures; − the inclusion of contract clauses which address modern slavery and human rights concerns in our supplier contracts; − the inclusion of modern slavery and human rights considerations into our investment due diligence processes; − integrated modern slavery and human rights issues into our annual compliance training sessions, delivered both to head office employees and our portfolio organisations. We will release a Modern Slavery Statement which outlines the risks identified in this review and how they are being addressed in 2021 in accordance with the Modern Slavery Act, 2018. Priorities for 2020 − Continue to support the health and wellbeing of our people through the COVID-19 pandemic − Maintain strong employee engagement levels − Partner with recruiters to improve candidate diversity − Roll out unconscious bias training to all managers − Pursue and maintain a gender balance on our Boards, within senior management and across all employees of at least 40% of each gender − Implement measures to improve the effectiveness and efficiency of communications between employees and our businesses Corporate team Male Female % Male % Female Board (Australian) Board (Bermudian) Executive team Other employees All employees Portfolio organisations Male Female Total % Male % Female 3 3 3 12 15 2 2 1 12 13 60% 60% 75% 50% 54% 40% 40% 25% 50% 46% Dulles Greenway Warnow Tunnel APRR 2,026 1,257 3,283 62% 38% 10 3 13 77% 23% 12 24 36 33% 67% ATLAS ARTERIA ANNUAL REPORT 2019 | 25 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE OUR SUSTAINABILITY PRIORITIES ENVIRONMENTAL STEWARDSHIP Management of natural resources is a commercial and social imperative, as well as an environmental one. Efficient use of resources reduces costs; enabling nature corridors supports the health of our ecosystems; and responsible management can help us to more effectively engage our people, customers and communities. Key statistics/ achievements − APRR GHG emission reduction of 1.4%* − 20% of electricity used in APRR is from renewable sources − Electric charging stations every 80 kilometres along APRR’s 2,318 kilometre network − APRR group ISO14001 certified for motorway operation activity *based on Scope 1 and 2 emissions, not including customer traffic emissions. A motorway’s primary areas of environmental impact lie in road construction activities, in running and maintaining the road, and in customers’ use of the road. At Atlas Arteria, we aim to effectively manage and minimise associated impacts, with a particular focus on reducing greenhouse gas emissions and protecting the natural environment. Greenhouse gas emissions Each of our portfolio roads proactively works on reducing its energy use and therefore its associated carbon footprint. For APRR specifically, management of GHG emission forms a key part of its ESG strategy, alongside a focus on safety. Initiatives include: the installation of solar panels on 23 buildings and structures at service stations to power operating equipment; solar hot water production present at 35 service areas; LED lighting widely deployed in motorway tunnels to reduce energy consumption; recycling of pavement materials; and reduced own-emissions through action on business travel, building use and server consumption. APRR has analysed its energy use and GHG emissions since 2011 and this year saw a reduction of 1.4% across its Scope 1 and 2 emissions. GHG emissions, tonnes CO2e (APRR only)* 2016 2017 2018 2019 At Warnow Tunnel, the toll plaza was completely refurbished with LED lights in 2019. This has contributed to a 3.8% reduction in energy use across the Warnow Tunnel business compared to 2018 (797,077 kWh in 2019 compared to 828,792kWh in 2018). Customer emissions As a road operator, one of the biggest impact areas lies in the carbon footprint associated with customers’ use of our roads. As climate change continues to grow on the global agenda, customers will increasingly make changes to living habits to minimise their own footprint. Our ability to enable customers to reduce their footprint is therefore a priority for us. Compared to standard roads, the nature of motorways generally offers improved efficiencies: allowing for faster and more consistent driving speeds, reduced traffic congestion and improved travel time. These efficiencies should translate to reduced fuel consumption and emissions. In addition, we continue to seek options that proactively facilitate a reduced customer footprint. For example, electric charging stations are provided every 80 kilometres along APRR’s 2,318 kilometre network, enabling customers to transition to electric vehicles. An additional 16 very high power charging stations were added this year, providing further improvements to charge times (see case study on page 22). Carpooling is also encouraged, with 4,135 carparks now installed alongside APRR’s network in support of this. Scope 1 Scope 2 6,182 1,291 6,541 1,244 5,942 957 6,027 773 Scope 3** 1,913,208 2,135,936 2,212,963 2,230,582 We keep abreast of new technology to ensure that we can provide a timely response to developing needs, for example in being prepared to support autonomous vehicles on our road networks. * GHG emissions are calculated based on the GHG Protocol’s equity share approach. Atlas Arteria holds a 31.14% interest in APRR. In accordance with this, data represents 31.14% of APRR’s calculated GHG emissions. ** Scope 3 data presented here is limited to customer traffic emissions. Scope 1 and 2 emissions are therefore more reflective of APRR’s own GHG emissions. 26 | ATLAS ARTERIA ANNUAL REPORT 2019 Protecting the natural environment Our impact on the natural environment is an important consideration as we assess both the day-to-day operations of our businesses and construction projects. The flow of roads can interrupt wildlife crossings, disrupt habitats and carry pollutants into waterways. Initiatives were implemented in the original design and construction of the roads to minimise and offset adverse impacts. Environmentally focused initiatives include: − 10,500 hectares of green space maintained adjacent to APRR motorways; − 175 wildlife crossings throughout the APRR network; − support for a park area and educational nature trail An der Hundsburg, located beside Warnow Tunnel; − 149 acres of wetlands established around Dulles Greenway, offsetting wetlands affected in the road’s construction. Supporting conservation Dulles Greenway has a strong partnership with Loudoun County Wildlife Conservancy and has supported the group since 2005 through its annual Drive for Charity Day. To date, Loudoun Wildlife has received US$535,561 from the annual fundraiser, with US$42,000 donated in 2019. The funds support habitat restoration projects, wildlife monitoring programs, educational activities and field trips. Restoration and protection In construction works, APRR follows the hierarchy of ‘avoid, reduce, compensate’ for impacts on the environment. For example, on the Sévenans interchange on the A36, environmental compensatory measures included restoration of 2.6 hectares of wetlands, woodland plantation, grassland management for protection of the large copper butterfly and conservation of 3.6 hectares of forest allowing for natural regeneration. Ecological monitoring of these habitats will continue until 2035. On an A41 widening, five new water retention basins capturing runoff from the motorway are planned for completion in 2021. These will prevent risk of flooding, clean up water from roads and contain pollutants in the event of spills, preventing them from entering the natural environment. In day-to-day operation, surrounding waterways may be impacted through spillages on roads, or through pollutants carried in runoff. Basins, dikes and vegetative barriers are used to minimise the potential threat to surrounding environments. As part of runoff considerations, we are conscious of the use of chemicals and salt in maintaining black roads in winter and managing grasses and other vegetation on the verge. APRR has a strict management framework for the application of chemicals and salt to minimise impact on the surrounding environment. We look to replicate this for Dulles Greenway. Climate change adaptation We are aware of the potential effects of climate change on our assets and integrate risk analysis into our assessment of existing and new investment opportunities. For example, an increased frequency of significant snow storms or heat waves may influence maintenance requirements, safety considerations and traffic volumes and patterns. We are committed to ensuring that identified scenarios are assessed and appropriate measures identified to mitigate or manage effects. Priorities for 2020 − Implement an improved management framework at Dulles Greenway for use of salts and other chemicals in road management − Further improve waste management, water and electricity consumption for our businesses − By 2023, construct 19 additional wildlife crossings along APRR as part of the Motorway Investment Plan ATLAS ARTERIA ANNUAL REPORT 2019 | 27 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCERISK MANAGEMENT Risk appetite statement The Boards have endorsed a risk appetite statement for the purposes of establishing the nature and amount of risk Atlas Arteria is willing to accept in pursuit of its strategy, the risks it is not willing to accept and the limits and policies in place to ensure risks are accepted within this risk appetite. The Boards and ARCs receive regular reports on the key financial and non-financial risks facing the organisation, including an assessment of whether the risks are within appetite, and the key mitigations that management has put in place, or is progressing, to manage the risks. Atlas Arteria’s material environmental and social risks Atlas Arteria has prepared a Sustainability Report which outlines its material environmental and social priorities to address long-term challenges in sustainability, and case studies of how Atlas Arteria is managing sustainability risks. Atlas Arteria’s Sustainability Report focuses on four priorities: Safety, Customers and Community, Our People and Environmental Stewardship. Atlas Arteria’s risk framework supports the identification of material sustainability risks. The determination of these priority areas by the Boards followed the appointment of an independent, external advisor who undertook a materiality assessment to identify the most significant sustainability issues facing the organisation. This assessment included direct communication with investors, business partners, suppliers and employees through a series of surveys, interviews and roundtables. Internal audit Atlas Arteria does not have an internal audit function due to the nature and size of the company, however management has engaged the services of a third-party internal audit provider to support management on an ad hoc basis. Oversight by management, and the ATLAX and ATLIX Audit and Risk Committees and Boards also support compliance with the Risk Management Policy. Role of the Board and Audit and Risk Committees in risk management Proactively identifying and managing risk is a core driver for the execution of our strategy. Each ATLAX and ATLIX entity maintains a separate Board and Audit and Risk Committee, with oversight of the businesses within their control. The charter for each Audit and Risk Committee (ARC) is available on the Atlas Arteria website. Both the ATLAX and ATLIX Boards are responsible for reviewing strategic risks, approving the risk management policy and risk appetite statement and overseeing and monitoring the adequacy of the risk management framework. The ARCs assist by overseeing the design and implementation of, and the monitoring and compliance with, the risk management framework. Following internalisation of the management of Atlas Arteria in April 2019, the new management team is revising and enhancing Atlas Arteria’s approach to risk management. Atlas Arteria will continue to develop its risk management to ensure it remains current, fit for purpose and assists in protecting Atlas Arteria from unacceptable risks. Each ARC is chaired by an independent director and meets at least four times per year. The ARCs, together with management, routinely monitor and review the effectiveness of the internal control environment, and risk management framework. This includes processes for identifying, assessing and responding to risks in accordance with the organisation’s risk appetite. Further details of the membership and attendance of Audit and Risk Committees can be found in the Directors’ Reports and Financial Reports for the year ended 31 December 2019, page 44. For more information go to atlasarteria.com Atlas Arteria’s risk management framework Atlas Arteria has a clear risk strategy, supported by a positive and proactive risk culture. A robust risk management framework is supported by a clear risk appetite statement that enables Atlas Arteria to capture opportunities while effectively managing risk. Risk is an inherent part of Atlas Arteria’s business and management of risk is therefore critical to continuing sustainable growth and financial strength. The Boards have endorsed the risk management policy, and have a risk management framework which establishes a ‘three lines of Defence’ model. Within this model Atlas Arteria staff, (including in its businesses) act as the first line and have primary responsibility for managing risk. Atlas Arteria management, supported by the risk management function act as the second line, with ad hoc internal audits, compliance and peer reviews as the third line. The risk management framework applies to all Atlas Arteria staff. Where an entity is not operated by Atlas Arteria, Atlas Arteria management seeks to influence the risk management framework that is in place. 28 | ATLAS ARTERIA ANNUAL REPORT 2019 GOVERNANCE Legal framework and management arrangements Atlas Arteria comprises Atlas Arteria Limited (ACN 141 075 201) (ATLAX), an Australian public company, and Atlas Arteria International Limited (Registration No. 43828) (ATLIX), an exempted mutual fund company incorporated in Bermuda. Atlas Arteria is listed as a stapled structure on the Australian Securities Exchange (ASX). The securities of ATLAX and ATLIX are stapled and must trade and otherwise be dealt with together. ATLAX and ATLIX have entered into a cooperation deed which provides for sharing of information, adoption of consistent accounting policies and coordination of reporting to securityholders (ALX Cooperation Deed). Management arrangements On 15 May 2018, Atlas Arteria securityholders approved an internalisation proposal at the Annual General Meeting whereby Atlas Arteria would cease to be externally managed by the Macquarie Group no later than 15 May 2019. The Atlas Arteria Management and Advisory Agreements with the Macquarie Group ended on 31 March 2019. Under the transition arrangements these agreements could have continued until 15 May 2019, however, the Boards were satisfied in March that the internal team was ready for transition on 1 April 2019. The appointment of the new internal team became effective 1 April 2019, being Graeme Bevans as Chief Executive Officer and Managing Director, Nadine Lennie as Chief Financial Officer, Vincent Portal-Barrault as Chief Operating Officer, and Clayton McCormack as General Counsel and Company Secretary. Governance disclosures We recommend that you also read the following documents on the Atlas Arteria website: − Overview of Legal Framework − ATLIX Bye-Laws − ATLAX Constitution − ALX Cooperation Deed − ATLAX and ATLIX Board & Committee Charters − ALX Corporate Policies. More detail about our operational and governance arrangements can also be found in the ASIC Regulatory Guide 231 disclosure on the Atlas Arteria website. This disclosure is required by ASIC and seeks to improve disclosure for retail investors in infrastructure entities. For more information go to atlasarteria.com Corporate Governance Statement The Atlas Arteria Boards determine the corporate governance arrangements for Atlas Arteria with regard to what they consider to be in the long term interests of the business and its investors, and consistent with its responsibilities to other stakeholders. Atlas Arteria’s corporate governance arrangements conform to the Corporate Governance Principles and Recommendations (4th edition) issued by the ASX Corporate Governance Council. Atlas Arteria’s Corporate Governance Statement has been approved by the Boards and outlines our main corporate governance practices for the year ended 31 December 2019 and up to the date of issue of this 2019 Annual Report. Included in the statement are details relating to: − Board composition, skills matrix and performance; − structure and Role of Board Committees; − Director independence; − diversity; − key governance documents including Vision and Values Statement, Code of Conduct, Whistleblower Policy and Anti-Bribery & Corruption Policy; − market disclosures; − risk management; − auditor independence; − securities trading restrictions. Atlas Arteria’s Corporate Governance Statement, as well as other governance documents referred to within the statement, can be viewed on Atlas Arteria’s website at www.atlasarteria. com/about. These governance documents are regularly reviewed and updated to ensure that they remain consistent with the objectives of the Boards. For more information go to atlasarteria.com ATLAS ARTERIA ANNUAL REPORT 2019 | 29 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE GOVERNANCE Board of Directors Debra (Debbie) Goodin BEc (AU), FCA ATLAX Non-Executive, Independent Director ATLAX Audit and Risk Committee, Chairman Director from 1 September 2017 Age: 53 Debbie Goodin is a Non-Executive Independent Director of ATLAX, and Chairman of the ATLAX Audit and Risk Committee. Debbie is also a Non-Executive Director and Chair of the Audit and Risk Committees for ASX-listed companies APA Group and Senex Energy Limited. In addition to her non-executive career, Debbie has 20 plus years of senior executive experience spanning professional services firms, government authorities and ASX- listed companies across various sectors. She is experienced in the areas of finance, operations, corporate strategy, mergers and acquisitions. Debbie was formerly a Director of Ten Network Holdings Limited and Ooh Media Limited and is also a fellow of Chartered Accountants Australia and New Zealand. Debbie is also a Non-Executive Director and Chair of the Audit and Risk Committees for ASX-listed companies APA Group and Senex Energy Limited, and a Non-Executive Director of Australian Pacific Airports Corporation Limited. David Bartholomew BEc (Hons) (AU), MBA (AGSM) ATLAX Non-Executive, Independent Director ATLAX People and Remuneration Committee, Chairman Director from 1 October 2018 Age: 59 David Bartholomew is a Non-Executive Independent Director and Chairman of the People and Remuneration Committee of ATLAX. He also serves on the Boards of Endeavour Energy (the NSW electricity distributor), Power & Water Corporation (the multi-utility owned by the NT Government) and Dussur (the Saudi Arabia Industrial Investment Company). David’s extensive management background includes the role of CEO of DUET Group, where he oversaw the ASX listed company’s transition to a fully internalised management and governance structure. He also held executive roles at Hastings Funds Management, Lend Lease, The Boston Consulting Group and BHP Minerals. David has also served on the Boards of Interlink Roads (Sydney’s M5 Motorway) and Statewide Roads (Sydney’s M4 Motorway) representing investors managed by Hasting Funds Management. He is also a Director of The Helmsman Project, a not-for-profit organisation that provides coaching and development programs for Year 9 students, predominantly in western Sydney. Nora Scheinkestel LLB (Hons) (Melb), PhD, FAICD, Centenary Medal ATLAX Non-Executive, Independent Chairman ATLIX Non-Executive, Independent Director ATLAX Nomination and Governance Committee, Chairman Chairman of ATLAX from 17 April 2015, Director from 28 August 2014 Director of ATLIX since 17 April 2015 Age: 59 Dr Nora Scheinkestel is currently Chairman of ATLAX and the ATLAX Nomination and Governance Committee and is a Director of the ATLIX Board. Nora holds a number of external Board positions, including Director of Telstra Corporation Limited and Director of AusNet Services Limited. She is also a Trustee of the Victorian Arts Centre Trust. Nora has a long track record in the infrastructure sector. As a senior banking executive in international and project financing, she took responsibility for the financing of major mining and infrastructure projects. She currently consults to government, corporate and institutional clients in areas such as corporate governance, strategy and finance. She is an Associate Professor in the Melbourne Business School at Melbourne University and is a former member of the Takeovers Panel. Nora is also a published author of Rethinking Project Finance – Allocating and Mitigating Risk in Australasian Projects. In 2003, Nora was awarded a Centenary Medal for services to Australian society in business leadership. 30 | ATLAS ARTERIA ANNUAL REPORT 2019 Jean-Georges Malcor Ecole Centrale de Paris (Eng), MSc (Stanford) ATLAX Non-Executive, Independent Director Director from 1 November 2018 Age: 63 Jean-Georges Malcor is an ATLAX Non- Executive Independent Director. He also serves on the Board and Audit and Risk Committee of STMicroelectronics (NYSE: STM) and is a Non-Executive Director on the Boards of ORTEC and Fives (a construction and engineering company and global industrial engineering group respectively). His executive experience includes eight years as CEO at CGG (EPA: CGG), a Euronext-listed French geoscience company in the global oil and gas industry. Prior to this, he spent 25 years at Thales Group (EPA: HO) in France and Australia. In 1999 Jean-Georges became the first Managing Director of ADI (Australian Defence Industry). Jean-Georges has developed a high level of expertise in areas such as organisation, corporate governance, risk mitigation, strategy, technology, financing and restructuring. He is also an officer of the French Légion d’Honneur Order and National Order of Merit. Graeme Bevans Jeffrey Conyers BA (Toronto) ATLAX Executive Director Director from 1 April 2019 following appointment as CEO and Managing Director of Atlas Arteria Age: 61 Graeme Bevans is an Executive Director of ATLAX following his appointment as CEO and Managing Director. Graeme has more than 25 years’ experience in the global infrastructure sector, where he has completed the acquisition, development and management of 17 infrastructure businesses with a total enterprise value of over A$40 billion. Prior to joining Atlas Arteria, Graeme was Founder and CEO of Annuity Infrastructure in the UK. He has also held senior roles globally, including as Head of Infrastructure at CPPIB in Canada, Partner at Alinda Capital Partners in the USA, and Head of Infrastructure Investment at IFM Investors in Australia. Graeme has overseen very complex joint venture arrangements in global infrastructure both in Australia and abroad, particularly in Europe and the Americas. He has served as an active Director of 10 of those investee companies in Europe, Australia, North and South America. ATLIX Non-Executive, Independent Chairman ATLIX Nomination and Governance Committee, Chairman Bermuda-based Director since establishment on 16 December 2009 Age: 66 Jeffrey Conyers is the Chairman of the Board of ATLIX and Chairman of the ATLIX Nomination and Governance Committee. He is also a Director of numerous companies in Bermuda and is the former Chief Executive Officer of First Bermuda Securities Limited, which provides advisory and execution services on worldwide offshore mutual funds to individuals and local companies based in Bermuda. Jeffrey began his professional career as a stockbroker in Toronto and returned to Bermuda in 1985 to join the Bank of Bermuda, where his focus was investments and trusts. He is a Founding Executive Council Member and Deputy Chairman of the Bermuda Stock Exchange. Jeffrey has previously served on the Boards of MAp Airports International Limited and Intoll International Limited, parts of the previously Macquarie-managed and ASX-listed vehicles MAp Group and Intoll Group respectively. ATLAS ARTERIA ANNUAL REPORT 2019 | 31 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEGOVERNANCE Board of Directors Derek Stapley BA (Glas Cal) CA James Keyes MA (Oxon) ATLIX Non-Executive, Independent Director ATLIX Audit and Risk Committee, Chairman Bermuda-based Director from 1 June 2010 Age: 59 Derek Stapley is a Non-Executive, Independent Director of ATLIX as well as Chairman of the ATLIX Audit and Risk Committee. Derek also holds positions on a number of other Boards, including The Cambridge Group, the Brown Advisory Group and Lancashire Capital Management Limited. He also chairs other Audit and Risk Committees and is a member of Investment Advisory Committees. Derek is a Chartered Accountant with more than 30 years’ experience. He was formerly a Partner with Ernst & Young. He brings a deep and current understanding of public company reporting and evolving trends in corporate governance and risk management to ATLIX due to his extensive experience as an Independent Director of several public and private investment funds, insurance companies and private client structures. Derek also works with a diverse range of global retail and institutional investors in undertaking capital raising and charity work. ATLIX Non-Executive, Independent Director ATLIX People and Remuneration Committee, Chairman Bermuda-based Director from 21 February 2013 Age: 56 James Keyes is a Non-Executive Independent Director as well as Chairman of the People and Remuneration Committee of ATLIX. He also sits on the Boards of a number of private and listed companies including Catco Reinsurance Opportunities Fund Ltd (LSE:CAT). James is a Bermudan solicitor and barrister who began his career with Freshfields in London and New York, then moved to the Funds and Investment Services team at Appleby, one of the largest offshore law firms in Bermuda. James retired as a Partner from Appleby in 2008, and held a part-time position as Managing Director of Renaissance Capital and related entities until December 2012. James gained experience in the toll road sector, holding a position as Director of the Bermudan entity within Transurban Group for six years. He was also a Director of a company in the Moto group which operated road service stations in the UK. Fiona Beck BMS (Hons) Waikato (NZ) CA ATLIX Non-Executive, Independent Director Bermuda-based Director from 13 September 2019 Age: 54 Fiona Beck is a Non-Executive Independent Director of ATLIX, appointed in September 2019. She is also a Director of One Communications Ltd (a publicly listed Bermuda Company) and also serves on its Audit Committee. She is a Director of the Bermuda Business Development Agency working in the FinTech and technology space and a Director of Twilio IP Holding Ltd (a subsidiary of Twilio Inc, NYSE: TWLO), a cloud based communications platform. Fiona is a Chartered Accountant and her wealth of business and governance experience comes from holding senior executive and governance positions in large infrastructure companies focused in the telecommunication and technology space. She was the President and CEO for 14 years of Southern Cross Cable Network, a submarine fibreoptic cable company connecting New Zealand and Australia to the USA. She also led the telecommunications and technology team for the 35th Americas Cup. 32 | ATLAS ARTERIA ANNUAL REPORT 2019 FINANCIAL REPORT for the year ended 31 December 2019 This report comprises: Atlas Arteria International Limited and its controlled entities Atlas Arteria Limited and its controlled entities ATLAS ARTERIA ANNUAL REPORT 2019 | 33 DIRECTORS’ REPORTS The directors of Atlas Arteria International Limited (‘ATLIX’) and the directors of Atlas Arteria Limited (‘ATLAX’) submit the following reports, together with the Financial Report for Atlas Arteria and the Financial Report for ATLAX and its controlled entities (‘ATLAX Group’), for the year ended 31 December 2019. An Atlas Arteria stapled security comprises one ATLIX share ‘stapled’ to one ATLAX share to create a single listed security traded on the Australian Securities Exchange (‘ASX’). The stapled securities cannot be traded or dealt with separately. AASB 3 Business Combinations and AASB 10 Consolidated Financial Statements require one of the stapled entities of a stapled structure to be identified as the parent entity for the purpose of preparing a consolidated Financial Report. In accordance with this requirement, and consistent with previous reporting periods, ATLIX has been identified as the parent entity of the consolidated group comprising ATLIX and its controlled entities (‘ATLIX Group’) and ATLAX Group, together comprising ‘Atlas Arteria’, ‘ALX’ or ‘the Groups’. All values are in Australian Dollars unless otherwise indicated. Directors The following persons were directors of ATLIX during the year and up to the date of this report (unless otherwise stated): − Jeffrey Conyers − Fiona Beck − James Keyes − Christopher Leslie − Nora Scheinkestel − Derek Stapley (Chairman) (Appointed on 13 September 2019) (Resigned on 1 April 2019) The following persons were directors of ATLAX during the year and up to the date of this report (unless otherwise stated): − Nora Scheinkestel − David Bartholomew − Graeme Bevans − Debra Goodin − Jean-Georges Malcor (Chairman) (Appointed on 1 April 2019) 34 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS Operating and financial review Principal activities The principal activities of Atlas Arteria are to own, operate and develop toll roads globally, creating value for investors over the long term through considered and disciplined management. The roads developed, operated or managed by Atlas Arteria benefit communities through reduced travel times, greater time certainty, reduced fuel consumption and reduced carbon emissions. As of the date of this report, Atlas Arteria owns four businesses. The ATLIX Group currently has a 25% interest in the Autoroute Paris-Rhin-Rhone (‘APRR’) toll road group in France. Adjacent to the APRR business is the smaller Autoroute des deux lacs (‘ADELAC’) business which connects to APRR in south-east France. Together APRR and ADELAC comprise a 2,338km motorway network located in the East and South East of France. The ATLIX Group has executed agreements to acquire a further net 6.14% indirect interest in APRR and ADELAC (‘the APRR Transaction’) increasing the total indirect interest in APRR to 31.14% (31.17% in ADELAC). In the US, Atlas Arteria has 100% of the economic interest in the Dulles Greenway, a 22km toll road in the Commonwealth of Virginia. In Germany, the ATLIX Group owns 100% of Warnowquerung GmbH & Co. KG and its general partner Warnowquerung Verwaltungsgesellschaft mbH (collectively ‘Warnow Tunnel’) in the north-east city of Rostock. Distributions Distributions paid to securityholders were as follows: Dividend of 15.0 cents per stapled security (‘cps’) paid on 4 October 2019 (a) Distribution of 15.0 cps paid on 5 April 2019 (b) Distribution of 12.0 cps paid on 5 October 2018 (c) Dividend of 12.0 cps paid on 13 April 2018 (d) Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 102,505 102,491 81,992 80,375 204,996 162,367 (a) The dividend paid on 4 October 2019 comprised of an ordinary dividend of 15.0 cps. The dividend was paid in full by ATLIX. (b) The distribution paid on 5 April 2019 comprised a capital return of 7.8 cps and an unfranked Australian ordinary dividend of 0.2 cps paid by ATLAX and an ordinary dividend of 7.0 cps paid by ATLIX. (c) The distribution paid on 5 October 2018 comprised of a capital return of 11.3 cps and an unfranked Australian ordinary dividend of 0.7 cps. The distribution was paid in full by ATLAX. (d) The dividend paid on 13 April 2018 comprised an ordinary dividend 12.0 cps. The dividend was paid in full by ATLIX. Review and results of operations The Atlas Arteria Management and Advisory Agreements with Macquarie Fund Advisers Pty Ltd (‘Macquarie Advisers’) ended on 31 March 2019. Under the transition arrangements these agreements could have continued until 15 May 2019, however, the Boards were satisfied in March that the internal team was ready for transition on 1 April 2019. The appointment of the new internal team became effective 1 April 2019, being Graeme Bevans as Managing Director and Chief Executive Officer, Nadine Lennie as Chief Financial Officer, Vincent Portal-Barrault as Chief Operating Officer, and Clayton McCormack as General Counsel and Company Secretary. Macquarie Advisers received the base management fees under their Atlas Arteria Management and Advisory Agreements until 15 May 2019. This equated to $15.1 million from 1 January to 15 May. Atlas Arteria did not pay any further base or performance management fees to Macquarie Advisers for the general management of Atlas Arteria after 15 May. Macquarie Advisers provided specific services under the Transition Services Agreement for a fee of $750,000 per month from 15 May until 31 December 2019. Total fees under this agreement were $5.6 million for the year ended 31 December 2019. Macquarie management fees in 2018 included $70.6 million in performance fees, which reflects the full 2018 performance fee of $54.7 million and the second and third instalments of the 2017 performance fee of $16.0 million and these reflected Atlas Arteria’s performance against the S&P/ASX300 Industrials Accumulation Index. As at 31 December 2019, Macquarie Infrastructure and Real Assets (Europe) Limited (‘MIRAEL’) continues to act as manager of Atlas Arteria’s indirect interest in APRR and from 15 May 2019, MIRAEL is entitled to receive fees of € 7.4 million ($11.9 million) per annum. The fee will continue to be payable until termination of this agreement as part of completion of the APRR Transaction, expected in early March 2020 (refer below). On 20 November 2019, Atlas Arteria executed agreements to acquire a further 6.14% indirect interest in APRR and ADELAC, and to secure direct governance rights in respect of its total indirect interest in APRR and ADELAC. New shareholder agreements were negotiated with Atlas Arteria’s co-investors in the APRR structure, and it was agreed to terminate all remaining management agreements with the Macquarie Group Ltd (‘Macquarie Group‘) other than a new short term transition services agreement, in respect of which no fees are payable (‘the APRR Transaction’). ATLAS ARTERIA ANNUAL REPORT 2019 | 35 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS The APRR Transaction is expected to complete in early March 2020 having received anti-trust clearance from the European Commission and foreign investment control clearance from the French Ministry of the Economy. Once completed, it will provide four key strategic and value accretive benefits to Atlas Arteria securityholders: − It will increase Atlas Arteria’s exposure to APRR by 6.14% to a total 31.14% indirect interest, a quality infrastructure business that is performing well, has a strong correlation to the French economy and access to growth opportunities. − It will simplify and streamline Atlas Arteria’s ownership and governance of APRR producing direct governance rights with participation on the board of directors of each company within the APRR structure. − Modernised shareholder agreements will remove the call option held by Eiffage SA (‘Eiffage’) over Macquarie Autoroutes de France SAS’s (‘MAF’) shareholding in APRR. − The APRR Transaction will also finalise the removal of the Macquarie Group as a manager from the Atlas Arteria corporate structure and terminate all associated management and performance fees. The APRR Transaction will be funded via the proceeds of the equity raising that was undertaken in the second half of 2019. Atlas Arteria raised $1,350 million with the issue of 195.7 million new ordinary stapled securities with settlement for final funds occurring on 16 December 2019. Financial results have been presented below to show the performance of Atlas Arteria adjusted for notable items, to provide further clarity around the underlying operational performance of the business. ALX Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 % change Revenue and other income from operations − Toll Revenue − Other Revenue Operating expenses − Business operations − Corporate costs − Macquarie MAF/MAF2 management fees Finance costs Depreciation and amortisation Share of net profits/(losses) of investments accounted for using the equity method Income tax (expense)/benefit Net Profit/(loss) from operations after tax (excluding notable items) Notable items − Transition costs to internalised management − Macquarie management fees − Impairments − Hedge ineffectiveness of the swap for the APRR Transaction − Income tax (expense)/benefit of notable items Net (Loss)/profit from operations after tax 150,368 24,824 126,811 5,706 (51,974) (18,562) (7,488) (36,031) (6,625) – (107,017) (108,920) (70,283) 254,874 3,485 (62,118) 246,141 (898) 178,227 164,066 (2,297) (20,748) (165,429) (5,294) 5,720 (9,821) (10,300) (107,384) 13,470 – – 19% 335% (44%) (180%) – 2% (13%) 4% 488% 9% 78% 81% (1328%) – – 59,852 (116%) The statutory results for the year ended 31 December 2019 show a loss for Atlas Arteria of $9.8 million (2018: profit after tax of $59.9 million). As part of the half year reporting for 30 June 2019, the Boards of ATLIX and ATLAX decided to impair their respective investments in Dulles Greenway by a total of US$115.0 million ($165.4 million). These decisions took into account the operating performance of Dulles Greenway, combined with a more conservative outlook for traffic growth than that taken in prior periods. The impairment was a point in time assessment for 30 June 2019 (refer to notes 4.1 and 4.2), and an assessment conducted for 31 December 2019 has concluded that no further impairment is necessary. In addition to the fees paid to Macquarie Advisers and transition costs, notable items included the cost of the hedge ineffectiveness of the swap entered into to support the APRR Transaction. In order to mitigate the foreign exchange risk that arises from the APRR Transaction raising equity in Australian dollars and making payments on settlement in Euro, a deal contingent deliverable foreign exchange forward contract (‘the FX Forward Contract’) was entered into on 20 November 2019 with an end date contingent on the settlement completion date to fund the APRR Transaction. Accounting for the FX Forward Contract saw a $5.3 million expense recorded in the 2019 year. 36 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS Adjusting for the notable items, Atlas Arteria showed strong performance for the year underpinned by its investment in APRR. Atlas Arteria’s investment in APRR is reflected in the share of net profit of investments and is accounted for using the equity method of accounting. Share of net profit of investments increased to $254.9 million (2018: $246.1 million) reflecting a 5.5% increase in net profit after tax at APRR offset by a derivative and foreign exchange movements in holding entities. Underlying revenue at APRR increased by 2.9% (in local currency) off the back of a 1.1% increase in traffic and 1.8% average increase in tolls effective 1 February 2019. A decrease in financing costs also affected the net profit outcome. Other items that impacted performance were as follows: − Application of AASB Interpretation 12 Service Concession Agreements (‘IFRIC 12’) resulted in a revenue increase of $16.6 million and relates to the Dulles Toll Road (‘DTR’) connector project currently under construction at the Dulles Greenway. This project is a US$17.5 million project that commenced in December 2018 and is expected to complete in the second half of 2020. The increase in revenue is offset by a corresponding increase in Business Operation expenses. − Toll revenue at Dulles Greenway increased by 6% reflecting foreign currency movements and a 2.9% decrease in traffic offset by a 2.9% increase in tolls which occurred on 10 April 2019. − 2019 was the first full year of consolidated results for Warnow Tunnel following the acquisition of the remaining 30% interest on 20 September 2018. Up to the date of acquisition, Warnow Tunnel’s profit was accounted for under the equity method of accounting, through the share of profit/(loss) in associates. Post-acquisition results are consolidated into the Atlas Arteria results with toll revenue of $21.9 million (2018: $5.7 million), operating expenses $14.5 million (2018: $3.8 million) and $11.0 million (2018: $4.0 million) financing costs. − Atlas Arteria operated with a fully internalised management team for nine months of the 2019 year, which saw corporate costs increase from $6.6 million in 2018 to $18.6 million in 2019. The increase in costs reflects the staged employment of the new internalised management team over 2019. Risk Management In the months preceding internalisation of the management of Atlas Arteria, the incoming management team took the opportunity to revise Atlas Arteria’s approach to risk management. That new approach is set out in the Risk Management Policy. Atlas Arteria will continue to develop and refine the approach to ensure it remains current and continues to focus the business on delivering against its strategic objectives as well as protect the business from unacceptable risk. Atlas Arteria has a clear risk strategy, supported by a positive and proactive risk culture. A robust risk management framework is supported by clear risk appetite statements that enables Atlas Arteria to capture opportunities while effectively managing risk. Risk is an inherent part of Atlas Arteria’s business and management of risk is therefore critical to continuing sustainable growth and financial strength. The Boards reviewed the risk framework as it was established leading up to management internalisation. Since then they have reviewed the framework, risk tolerance levels and internal approach to risk management to ensure they remain appropriate. Two of the more material risks faced by the business during the year related to the internalisation of management. Risks associated with the transfer of management responsibility were carefully documented, allocated to individual risk owners, managed and monitored by the Boards. On 1 April 2019, the Boards were comfortable that all risks had either been mitigated or could be adequately managed by the internal management team. The second risk related to the ongoing management of APRR as the most material business for Atlas Arteria. Notwithstanding internalisation, as at 31 December 2019, the Macquarie Group continues to manage Atlas Arteria’s investment in APRR. Activity during the year focused on execution of the APRR Transaction which will deliver the benefits as outlined earlier in this Report. In particular it will result in Atlas Arteria gaining director representation on the boards of each company within the APRR structure as well as modernised shareholder agreements removing the call option held by Eiffage over MAF’s shareholding in APRR. Strategic Outlook Atlas Arteria management will continue to actively manage the businesses, pursue initiatives that drive enhanced operational performance and grow distributions. Developing the long term value of the business, lengthening the tenure of our average concession term and diversifying risk are priorities in this regard. The APRR business continues to perform well with both heavy vehicle and light vehicle traffic growing on average in line with long term trends. Results from APRR will continue to be reflected in the financial statements using the equity accounting method. A priority for management in the near term will be operations at the Dulles Greenway. Traffic growth remains challenged by network effects and management remains focused on the future toll path as well as the customer value proposition with implementation of congestion easing projects. Underpinned by the strength of the APRR business, and the new independent management team, the business remains well positioned for the future. ATLAS ARTERIA ANNUAL REPORT 2019 | 37 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS Significant changes in state of affairs Change in management arrangements Following the announcement of the Boards’ intention to internalise the management of Atlas Arteria in November 2017, Atlas Arteria reached an agreement with Macquarie Advisers on the terms of the internalisation of management. This agreement was approved by the shareholders at the 2018 Annual General Meeting. The terms of the internalisation of management became effective on 1 April 2019 including the appointment of the senior executive team. Acquisition of a further 6.14% interest in APRR and ADELAC funded by a $1,350 million equity raise On 20 November 2019 the ATLIX Group executed agreements to acquire a further 6.14% indirect interest in APRR and ADELAC, and secure direct governance rights in respect of its total indirect interest in APRR and ADELAC. New shareholder agreements were negotiated with the ATLIX Group’s co-investors in the APRR structure, and it was agreed to terminate all remaining management agreements with the Macquarie Group other than a new short term transition services agreement, in respect of which no fees are payable. As part of this APRR Transaction, the ATLIX Group agreed with its co-investors in the APRR and ADELAC structure, including Eiffage, to make payments to relevant parties enabling improved governance rights including the ability to appoint nominees to the various boards of directors at each company within the APRR corporate holding structure. The ATLIX Group agreed to pay a one-off fee to Macquarie Group of $100.0 million and a one-off fee of € 60.8 million ($97.2 million) to Eiffage. There will be no further management fees, and no performance fees payable by Atlas Arteria following completion. The existing services provided by Eiffage to APRR (including treasury, human resources, internal audit and government relations) will, however, be formalised into a services agreement between Eiffage and APRR for an annual fee payable by APRR of € 14.3 million ($23.0 million) in 2020. Post completion the ATLIX Group will have a 31.14% indirect interest in APRR and 31.17% indirect interest in ADELAC via a 62.29% interest in Macquarie Autoroutes de France 2 SA (‘MAF2’) and direct governance rights with participation on the board of directors of each company within the APRR structure. Macquarie Group will be removed as a manager from the Atlas Arteria corporate structure and there will be no further management and performance fees. In conjunction with the APRR Transaction, Atlas Arteria announced an equity raise of $1,350.0 million comprising an institutional placement of $451.9 million and a 4 for 21 pro-rata accelerated non-renounceable entitlement offer of $898.1 million (‘the Equity Raise’). The Equity Raise resulted in the issuance of 195.7 million new ordinary stapled securities representing 28.6% of existing securities on issue. The placement and entitlement offer were conducted at an offer price of $6.90 per security with settlement of final funds on 16 December 2019. The proceeds of the Equity Raise will be used to fund the APRR Transaction. Likely developments and expected results of operations No change is contemplated to the principal activities outlined on page 35. Significant changes in state of affairs above discusses the likely developments of Atlas Arteria and the ATLAX Group. Events occurring after balance sheet date The APRR Transaction was granted foreign investment control clearance from the French Ministry of the Economy and anti-trust clearance from the European Commission in mid-February 2020. Completion of the APRR Transaction is expected to take place in early March 2020. Completion of the APRR Transaction will be funded by the ATLIX Group from the proceeds of the Equity Raise. In conjunction with the APRR Transaction, Eiffage agreed to work with the Atlas Arteria and the other MAF2 Shareholders to refinance a € 1,070.0 million term loan at Eiffarie SAS (‘Eiffarie’) which matured in February 2022. This term loan was refinanced on 20 February with a new maturity date of February 2025 with amortisation commencing in June 2023. Atlas Arteria’s investment in Eiffarie is reflected in the share of net profit of investments and is accounted for using the equity method of accounting. The FX Forward Contract settled on 24 February 2020 with the payment of $1,167.9 million in exchange for € 710.0 million at a EUR/AUD exchange rate of 1.6449. A transaction premium of $4.9 million is embedded in the settlement of the FX Forward Contract. The net loss on cash flow hedge ineffectiveness recognised at 31 December 2019 was $5.3 million. A reversal of $0.4 million on the cash flow hedge ineffectiveness will be recorded in 2020. The directors of ATLIX and ATLAX are not aware of any other matter or circumstance not otherwise dealt with in the Directors’ Reports that has significantly affected or may significantly affect the operations of the Groups, the results of those operations or the state of affairs of the Groups in years subsequent to the year ended 31 December 2019. 38 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS Indemnification and insurance of officers and auditors During the year, ATLAX paid premiums of $211,425 and ATLIX paid premiums of $239,996 to insure the directors and officers of the ATLAX Group and the ATLIX Group. The liabilities insured are legal and defence costs that may be incurred in defending civil or criminal proceedings that may be brought against the directors and officers in their capacity as directors and officers of the ATLAX Group and the ATLIX Group, and any other payments arising from liabilities incurred by the directors and officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the directors and officers or the improper use by the directors and officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the ATLAX Group or the ATLIX Group. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. So long as the directors and officers of the ATLAX Group and the ATLIX Group act in accordance with the constitutions and the law, the directors and officers remain indemnified out of the assets of the Groups against any losses incurred while acting on behalf of the Groups. The auditors of the Groups are in no way indemnified out of the assets of the Groups. Environmental regulation The operations of the underlying businesses in which the Groups invest are subject to environmental regulations particular to the countries in which they are located. Each of our companies is responsible for adopting and maintaining its own environmental and social risk management framework that seeks to ensure compliance with the relevant regulation and standards for environmental and social responsibility matters in the country and industry in which the business operates. Our ability to control or influence the ongoing management of these issues will differ for each business based on the extent of our control/governance rights at each business through the level of ownership influence, board representation and regulatory environment. Rounding of amounts in the Directors’ Reports and the Financial Reports The Groups are of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 issued by the Australian Securities and Investments Commission relating to the ‘rounding off’ of amounts in the Directors’ Reports and Financial Reports. Amounts in the Directors’ Reports and Financial Reports have been rounded to the nearest thousand dollars in accordance with that instrument, unless otherwise indicated. Application of class order The Directors’ Reports and Financial Reports for Atlas Arteria and the ATLAX Group have been presented in the one report, as permitted by ASIC Class Order 13/1050 and ASIC Corporations (Stapled Group Reports) instrument 2015/838. ATLAS ARTERIA ANNUAL REPORT 2019 | 39 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCECurrent ALX role Current Listed company directorship Former Listed company directorships in last 3 years None None Chairman of Board and Nomination and Governance Committee Chairman of People and Remuneration Committee Catco Reinsurance Opportunities Fund Ltd (LSE:CAT). Oakley Capital Investments Ltd (LSE:OCI) (retired July 2019) Chairman of Audit and Risk Committee None None DIRECTORS’ REPORTS Information on ATLIX directors Name Experience Jeffrey Conyers BA (Toronto) ATLIX Non-Executive, Independent Chairman ATLIX Nomination and Governance Committee, Chairman Bermuda-based Director since establishment on 16 December 2009 Age: 66 James Keyes MA (Oxon) ATLIX Non-Executive, Independent Director ATLIX People and Remuneration Committee, Chairman Bermuda-based Director from 21 February 2013 Age: 56 Derek Stapley BA (Glas Cal) CA ATLIX Non-Executive, Independent Director ATLIX Audit and Risk Committee, Chairman Bermuda-based Director from 1 June 2010 Age: 59 Jeffrey Conyers is the Chairman of the Board of ATLIX and Chairman of the ATLIX Nomination and Governance Committee. He is also a Director of numerous companies in Bermuda and is the former Chief Executive Officer of First Bermuda Securities Limited, which provides advisory and execution services on worldwide offshore mutual funds to individuals and local companies based in Bermuda. Jeffrey began his professional career as a stockbroker in Toronto and returned to Bermuda in 1985 to join the Bank of Bermuda, where his focus was investments and trusts. He is a Founding Executive Council Member and Deputy Chairman of the Bermuda Stock Exchange. Jeffrey has previously served on the boards of MAp Airports International Limited and Intoll International Limited, parts of the previously Macquarie-managed and ASX-listed vehicles MAp Group and Intoll Group respectively. James Keyes is a Non-Executive Independent Director as well as Chairman of the People and Remuneration Committee of ATLIX. He also sits on the Boards of a number of private and listed companies including Catco Reinsurance Opportunities Fund Ltd (LSE:CAT). James is a Bermudan solicitor and barrister who began his career with Freshfields in London and New York, then moved to the Funds and Investment Services team at Appleby, one of the largest offshore law firms in Bermuda. James retired as a Partner from Appleby in 2008, and held a part-time position as Managing Director of Renaissance Capital and related entities until December 2012. James gained experience in the toll road sector, holding a position as Director of the Bermudan entity within Transurban Group for six years. He was also a Director of a company in the Moto group which operated road service stations in the UK. Derek Stapley is a Non-Executive, Independent Director of ATLIX as well as Chairman of the ATLIX Audit and Risk Committee. Derek also holds positions on a number of other Boards, including The Cambridge Group, the Brown Advisory Group and Lancashire Capital Management Limited. He also Chairs other Audit and Risk Committees and is a member of Investment Advisory Committees. Derek is a Chartered Accountant with more than 30 years’ experience. He was formerly a Partner with Ernst & Young. He brings a deep and current understanding of public company reporting and evolving trends in corporate governance and risk management to ATLIX due to his extensive experience as an Independent Director of several public and private investment funds, insurance companies and private client structures. Derek also works with a diverse range of global retail and institutional investors in undertaking capital raising and charity work. 40 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS Information on ATLIX directors continued Name Experience Current ALX role Current Listed company directorship Former Listed company directorships in last 3 years – – Fiona Beck BMS (Hons) Waikato (NZ) CA ATLIX Non-Executive, Independent Director Bermuda-based Director from 13 September 2019 Age: 54 Fiona Beck is a Non-Executive Independent Director of ATLIX, appointed in September 2019. She is also a Director of One Communications Ltd (a publicly listed Bermuda Company) and also serves on its Audit Committee. She is a Director of the Bermuda Business Development Agency working in the FinTech and technology space and a Director of Twilio IP Holding Ltd (a subsidiary of Twilio Inc, NYSE: TWLO), a cloud based communications platform. Fiona is a Chartered Accountant and her wealth of business and governance experience comes from holding senior executive and governance positions in large infrastructure companies focused in the telecommunication and technology space. She was the President and CEO for 14 years of Southern Cross Cable Network, a submarine fibreoptic cable company connecting New Zealand and Australia to the USA. She also led the telecommunications and technology team for the 35th Americas Cup. Nora Scheinkestel LLB (Hons) (Melb), PhD, FAICD, Centenary Medal ATLAX Non-Executive, Independent Chairman ATLIX Non-Executive, Independent Director ATLAX Nomination and Governance Committee, Chairman Chairman of ATLAX from 17 April 2015, Director from 28 August 2014 Director of ATLIX since 17 April 2015 Age: 59 Dr Nora Scheinkestel is currently Chairman of ATLAX and the ATLAX Nomination and Governance Committee and is a Director of the ATLIX Board. Nora holds a number of external Board positions, including Director of Telstra Corporation Limited and Director of AusNet Services Limited. She is also a Trustee of the Victorian Arts Centre Trust. Nora has a long track record in the infrastructure sector. As a senior banking executive in international and project financing, she took responsibility for the financing of major mining and infrastructure projects. She currently consults to government, corporate and institutional clients in areas such as corporate governance, strategy and finance. She is an Associate Professor in the Melbourne Business School at Melbourne University and is a former member of the Takeovers Panel. Nora is also a published author of Rethinking Project Finance – Allocating and Mitigating Risk in Australasian Projects. In 2003, Nora was awarded a Centenary Medal for services to Australian society in business leadership. One Communications Ltd (BSE:ONE.BH). None Telstra Corporation Limited (ASX:TLS) and AusNet Services Limited (ASX:AST). Stockland Corporation Limited (ASX:SGP) (retired March 2018) and OceanaGold Corporation (ASX/ TSX:OGC) (retired 19 December 2019). ATLAS ARTERIA ANNUAL REPORT 2019 | 41 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCECurrent ALX role Current Listed company directorship Chairman of Board and Nomination and Governance Committee Telstra Corporation Limited (ASX:TLS) and AusNet Services Limited (ASX:AST). Chairman of Audit and Risk Committee APA Group (ASX:APA) and Senex Energy Limited (ASX:SXY). None Chairman of People and Remuneration Committee Former Listed company directorships in last 3 years Stockland Corporation Limited (ASX:SGP) (retired March 2018) and OceanaGold Corporation (ASX/ TSX:OGC) (retired 19 December 2019). Ten Network Holdings Limited (ASX:TEN) (de-listed November 2017). Ooh Media Limited (ASX:OML) (resigned 24 February 2020) Vector Limited (NZE:VCT) (retired November 2018). DIRECTORS’ REPORTS Information on ATLAX directors Name Experience Nora Scheinkestel LLB (Hons) (Melb), PhD, FAICD, Centenary Medal ATLAX Non-Executive, Independent Chairman ATLIX Non-Executive, Independent Director ATLAX Nomination and Governance Committee, Chairman Chairman of ATLAX from 17 April 2015, Director from 28 August 2014 Director of ATLIX since 17 April 2015 Age: 59 Debra (Debbie) Goodin BEc (AU), FCA ATLAX Non-Executive, Independent Director ATLAX Audit and Risk Committee, Chairman Director from 1 September 2017 Age: 53 David Bartholomew BEc (Hons) (AU), MBA (AGSM) ATLAX Non-Executive, Independent Director ATLAX People and Remuneration Committee, Chairman Director from 1 October 2018 Age: 59 Dr Nora Scheinkestel is currently Chairman of ATLAX and the ATLAX Nomination and Governance Committee and is a Director of the ATLIX Board. Nora holds a number of external Board positions, including Director of Telstra Corporation Limited and Director of AusNet Services Limited. She is also a Trustee of the Victorian Arts Centre Trust. Nora has a long track record in the infrastructure sector. As a senior banking executive in international and project financing, she took responsibility for the financing of major mining and infrastructure projects. She currently consults to government, corporate and institutional clients in areas such as corporate governance, strategy and finance. She is an Associate Professor in the Melbourne Business School at Melbourne University and is a former member of the Takeovers Panel. Nora is also a published author of Rethinking Project Finance – Allocating and Mitigating Risk in Australasian Projects. In 2003, Nora was awarded a Centenary Medal for services to Australian society in business leadership. Debbie Goodin is a Non-Executive Independent Director of ATLAX, and Chairman of the ATLAX Audit and Risk Committee. Debbie is also a Non-Executive Director and Chair of the Audit and Risk Committees for ASX-listed companies APA Group and Senex Energy Limited. In addition to her non-executive career, Debbie has 20 plus years of senior executive experience spanning professional services firms, government authorities and ASX-listed companies across various sectors. She is experienced in the areas of finance, operations, corporate strategy, mergers and acquisitions. Debbie was formerly a Director of Ten Network Holdings Limited and Ooh Media Limited and is also a fellow of Chartered Accountants Australia and New Zealand. David Bartholomew is a Non-Executive Independent Director and Chairman of the People and Remuneration Committee of ATLAX. He also serves on the Boards of Endeavour Energy (the NSW electricity distributor), Power & Water Corporation (the multi-utility owned by the NT Government) and Dussur (the Saudi Arabia Industrial Investment Company). David’s extensive management background includes the role of CEO of DUET Group, where he oversaw the ASX listed company’s transition to a fully internalised management and governance structure. He also held executive roles at Hastings Funds Management, Lend Lease, The Boston Consulting Group and BHP Minerals. David has also served on the Boards of Interlink Roads (Sydney’s M5 Motorway) and Statewide Roads (Sydney’s M4 Motorway) representing investors managed by Hasting Funds Management. He is also a Director of The Helmsman Project, a not-for- profit organisation that provides coaching and development programs for Year 9 students, predominantly in western Sydney. 42 | ATLAS ARTERIA ANNUAL REPORT 2019 Current ALX role Current Listed company directorship – STMicroelectronics (NYSE:STM). Former Listed company directorships in last 3 years CGG (EPA:CGG) (retired April 2018). DIRECTORS’ REPORTS Information on ATLAX directors continued Name Experience Jean-Georges Malcor is an ATLAX Non-Executive Independent Director. He also serves on the Board and Audit and Risk Committee of STMicroelectronics (NYSE: STM) and is a Non-Executive Director on the Boards of ORTEC and Fives (a construction and engineering company and global industrial engineering group respectively). His executive experience includes eight years as CEO at CGG (EPA: CGG), a Euronext-listed French geoscience company in the global oil and gas industry. Prior to this, he spent 25 years at Thales Group (EPA: HO) in France and Australia. In 1999 Jean-Georges became the first Managing Director of ADI (Australian Defence Industry). Jean-Georges has developed a high level of expertise in areas such as organisation, corporate governance, risk mitigation, strategy, technology, financing and restructuring. He is also an officer of the French Légion d’Honneur Order and National Order of Merit. Jean-Georges Malcor Ecole Centrale de Paris (Eng), MSc (Stanford) ATLAX Non-Executive, Independent Director Director from 1 November 2018 Age: 63 Graeme Bevans ATLAX Executive Director Director from 1 April 2019 following appointment as CEO of Atlas Arteria Age: 61 – None None Graeme Bevans is an Executive Director of ATLAX following his appointment as CEO. Graeme has more than 25 years’ experience in the global infrastructure sector, where he has completed the acquisition, development and management of 17 infrastructure businesses with a total enterprise value of over $40 billion. Prior to joining Atlas Arteria, Graeme was Founder and CEO of Annuity Infrastructure in the UK. He has also held senior roles globally, including as Head of Infrastructure at CPPIB in Canada, Partner at Alinda Capital Partners in the USA, and Head of Infrastructure Investment at IFM Investors in Australia. Graeme has overseen very complex joint venture arrangements in global infrastructure both in Australia and abroad, particularly in Europe and the Americas. He has served as an active Director of 10 of those investee companies in Europe, Australia, North and South America. ATLAS ARTERIA ANNUAL REPORT 2019 | 43 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE DIRECTORS’ REPORTS Company Secretaries Andrew Davidson was the company secretary of ATLIX for the whole of the year ended 31 December 2019. He has over 15 years of governance and company secretarial experience. Clayton McCormack was appointed as the company secretary of ATLAX on 1 April 2019. He has over 15 years of governance and company secretarial experience. Prior to 1 April 2019, Christine Williams and Lyndal Coates were dual company secretaries of ATLAX. Christine Williams has over 27 years of Company Secretarial experience. Lyndal Coates has over 18 years of governance and company secretarial experience. Meetings of directors The number of meetings of the ATLIX Board, Audit and Risk Committee, Nomination and Governance Committee and People and Remuneration Committee held during the year ended 31 December 2019, and the numbers of meetings attended by each director are shown below. In addition, ad-hoc committees were also held as required for transactional activities. Board Audit and Risk Committee Nomination and Governance Committee People and Remuneration Committee Ad-Hoc Committees (a) Meetings held Meetings attended Meetings held Meetings attended Meetings held Meetings attended Meetings held Meetings attended Meetings held Meetings attended 18 7 18 6 18 18 17 7 16 5 17 17 6 1 6 1 N/A N/A 2 6 6 2 6 6 4 1 4 1 4 4 4 1 4 1 4 4 5 2 5 N/A 5 N/A 5 2 5 N/A 5 N/A 6 4 1 6 4 1 N//A N/A 6 1 6 1 ATLIX Directors Jeffrey Conyers Fiona Beck (c) James Keyes Christopher Leslie (b) Nora Scheinkestel Derek Stapley (a) Ad-hoc committee meetings were held in relation to working groups relating to the internalisation of the Groups’ management, the APRR Transaction, as well as special project meetings. (b) Resigned as a director of ATLIX on 1 April 2019. (c) Appointed as a director of ATLIX on 13 September 2019. The number of meetings of the ATLAX Board, Audit and Risk Committee, Nomination and Governance Committee and People and Remuneration Committee held during the year ended 31 December 2019, and the numbers of meetings attended by each director are shown below. In addition, ad-hoc committees were also held as required for transactional activities. Board Audit and Risk Committee Nomination and Governance Committee People and Remuneration Committee Ad-Hoc Committees (a) ATLAX Directors Meetings held Meetings attended Meetings held Meetings attended Meetings held Meetings attended Meetings held Meetings attended Meetings held Meetings attended Nora Scheinkestel David Bartholomew Graeme Bevans (b) Debra Goodin Jean-Georges Malcor 18 18 12 18 18 18 18 12 18 17 6 N/A N/A 6 6 6 N/A N/A 6 6 4 4 4 4 N/A N/A 4 4 4 4 6 6 N/A 6 N/A 6 6 N/A 6 N/A 6 5 6 5 N/A N/A 5 1 5 1 (a) Ad-hoc committee meetings were held in relation to working groups relating to the internalisation of the Groups’ management, the Equity Raise as well as special project meetings. (b) Appointed as a director of ATLAX on 1 April 2019. 44 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS Remuneration Report (audited) Introduction On behalf of the ATLAX and ATLIX People and Remuneration Committees (‘PRCs’) and Boards, we are pleased to present the Remuneration Report for the 2019 financial year. The past year has been one of delivery against strategy and a year of significant achievement: − Following the approval by securityholders for the internalisation of management at the 2018 AGM, the newly appointed internal executive team established the infrastructure, systems and processes to provide the Groups with independent governance and management from 1 April 2019 (6 weeks in advance of the date required under the transition arrangements with Macquarie Fund Advisors Pty Ltd (‘Macquarie Advisers’)). The transition has been seamless and positions us well to execute our strategy and deliver strong and growing returns to securityholders. − The removal of Macquarie Advisers as Manager of Atlas Arteria and the internalisation of management resulted in a reduction in management fees from $114m in 2018 to $47m in 2019 (covering all management fees payable to the Macquarie Group in that year as well as internal management costs). − On 20 November 2019, Atlas Arteria executed agreements to acquire a further 6.14% indirect interest in APRR and ADELAC, and to secure direct governance rights in respect of its total indirect interests in APRR and ADELAC. New shareholder agreements were negotiated with Atlas Arteria’s co-investors in the APRR structure, and it was agreed to terminate all remaining management agreements with the Macquarie Group (‘the APRR Transaction’). − In December 2019, a $1.35 billion equity capital raising was completed to fund the APRR Transaction and the market capitalisation increased from $4.28 billion at the end of 2018 to $6.88 billion at the end of 2019. − A rate case submission was lodged to support the future toll path at the Dulles Greenway. In addition, Atlas Arteria experienced a year of positive performance in 2019, with the portfolio continuing to deliver growth in securityholder value and distributions for securityholders. Notable achievements considered further in this Remuneration Report include: − Total Securityholder Return (‘TSR’) of 32.2%. − Continued distribution growth with distributions paid in 2019 of 30 cents per security, an increase of 25% compared to those paid in 2018. − An increase in Proportionate EBITDA from the underlying investments of 3.1% compared to FY2018. The FY2019 Short Term Incentive (‘STI’) Plan comprised two components – one for successful delivery of the internalisation programme from the date of the individual’s employment through until the date of internalisation and the second for performance outcomes delivered in the period following internalisation, each proportional to the period of employment in the particular period. Overall awards under the FY2019 STI Plan are between Target and Stretch and are reflective of the performance of the business and management during the year. The outcomes are considered further in the Remuneration Report. The Boards are continuously looking for opportunities to improve the remuneration structure. We take investor feedback seriously and we will continue to engage with investors in relation to developing the remuneration structure. During the year the Boards reviewed a number of aspects of the Long Term Incentive Plan (‘LTIP’). The review concluded that use of relative TSR as the sole performance hurdle remains appropriate. However, given the location of the Groups’ businesses and its business strategy, for future awards under the LTIP, the Boards have adopted a new peer group of OECD-domiciled companies in the Global Listed Infrastructure Organisation (‘GLIO’) group as a more relevant basis for assessing performance. No changes have been made to the basis of assessing relative TSR under existing LTIP awards. Further information on the review is set out in the Remuneration Report. We trust you, our securityholders, find the 2019 Remuneration Report provides clear and informative insights into our executive remuneration policies, practices and outcomes. David Bartholomew Atlas Arteria Limited People & Remuneration Committee Chair James Keyes Atlas Arteria International Limited People & Remuneration Committee Chair ATLAS ARTERIA ANNUAL REPORT 2019 | 45 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE DIRECTORS’ REPORTS This Remuneration Report contains the following sections: 1 Introduction 2 Who is covered by this Report 3 Key questions 4 FY2019 performance highlights 5 Remuneration framework for management 6 Remuneration outcomes for FY2019 7 Non-Executive Director fees 8 Remuneration Governance 9 Statutory Disclosures 1 Introduction The Directors of the Groups present the Remuneration Report for the Groups for the year ended 31 December 2019 prepared in accordance with section 300A of the Corporations Act 2001. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001. This Remuneration Report forms part of the Directors’ Reports. 2 Who is covered by this Report This Remuneration Report outlines the remuneration framework and outcomes for the ATLAX Group and Atlas Arteria Key Management Personnel (‘KMP’). The obligation under the Corporations Act 2001 to provide a remuneration report only applies to ATLAX as an Australian listed Group. However, given the stapled security holding structure, the Boards and PRCs of both ATLAX and ATLIX have worked together on the Remuneration Report with the disclosures extended to cover all of the Atlas Arteria KMP. For the purposes of this report, KMP are those persons having authority and responsibility for planning, directing and controlling the major activities of the Groups. Although taking up their positions on 1 April 2019, the remuneration outcomes of the Managing Director and Chief Executive Officer (‘MD & CEO’) and the KMP Executives have been disclosed as though they were KMP for the entire year. Information on the management fees paid to Macquarie Group under previous management agreements is provided at Note 6.4.4 to the Financial Reports. The individuals covered by this Remuneration Report are: Name Role Date of appointment Management Graeme Bevans Nadine Lennie Managing Director & Chief Executive Officer 1 April 2019. Appointed CEO – elect 1 May 2018 Chief Financial Officer 1 April 2019. Appointed CFO – elect 16 July 2018 Vincent Portal-Barrault Chief Operating Officer 1 April 2019. Appointed COO – elect 28 December 2018 Non-Executive Directors Nora Scheinkestel Independent Non-Executive Chairman (ATLAX) and Independent Non-Executive Director (ATLIX) 17 April 2015 (Director of ATLAX from 28 August 2014) David Bartholomew Independent Non-Executive Director (ATLAX) 1 October 2018 Debbie Goodin Independent Non-Executive Director (ATLAX) 1 September 2017 Jean-Georges Malcor Independent Non-Executive Director (ATLAX) 1 November 2018 Jeffrey Conyers Independent Non-Executive Chairman (ATLIX) 16 December 2009 James Keyes Derek Stapley Fiona Beck Independent Non-Executive Director (ATLIX) 21 February 2013 Independent Non-Executive Director (ATLIX) 1 June 2010 Independent Non-Executive Director (ATLIX) 13 September 2019 Christopher Leslie Non-Executive Director (ATLIX) 1 September 2017 (Retired with effect 1 April 2019) 46 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS 3 Key questions Securityholders gave approval in May 2018 to internalise management and to terminate the management arrangements between Macquarie Advisers and Atlas Arteria. Included below is a summary of the remuneration arrangements for the new management team that apply following internalisation on 1 April 2019. Further details regarding our remuneration arrangements are provided in the remainder of this Remuneration Report. What remuneration principles guided the design of the remuneration framework post internalisation? We developed the following six principles to underpin the management of the remuneration framework post internalisation. The remuneration principles provide guidance on how remuneration decisions are made and how remuneration outcomes are determined. The executive remuneration framework should be: Description 1. Simple Be simple to understand, implement and communicate 2. Balance short and long-term needs 3. Reflect role complexity 4. Reflect our values and behaviours 5. Specific and differentiated performance outcomes 6. Securityholder alignment Support the delivery of the annual business plans, whilst also reflecting the long-term needs of the business Reflect the experience of the executive, complexity/nature of the role and the business compared to the market Encourage appropriate behaviours and actions which are aligned to Atlas Arteria’s business strategy, performance and securityholders Reflect specific performance measures which executives have the ability to influence, and allow for differentiation of executive incentive outcomes Encourage executive equity ownership so that executives have ‘skin in the game’, aligning executives to securityholder returns What changes have been made to the remuneration structure during FY2019 and why? During the FY2019 year, the Boards and the PRCs reviewed a number of aspects of the long term incentive plan and concluded that the following would apply for awards made under the 2020 LTIP award (no changes have been made to the terms of the awards made for previous years): − We will continue to use relative TSR as a sole performance hurdle given the current strategic focus of the business on longer term value creation and business optimisation. The Boards concluded that measures such as EBITDA or cash flow are not currently the most appropriate performance measures. The Boards acknowledge as the business evolves it may be more appropriate to introduce a suitable further measure/s in addition to relative TSR for assessing LTIP performance; − We will adopt a new peer group for assessment of relative TSR comprising OECD-domiciled companies in the Global Infrastructure Listed Organisation (GLIO) in respect of future LTIP awards. The GLIO is a relatively new organisation that provides a global platform for information on listed infrastructure companies and includes approximately 125 OECD-domiciled members that represent approximately $3,765bn in market capitalisation. The GLIO has been selected as it is a larger and less volatile measure than the current peer group and is specific to the infrastructure sector rather than being a mix of infrastructure and property organisations; − We will use a volume weighted average security price (‘VWAP’) over a 40 business day period at the start and the end of the performance period for the calculation of TSR performance in place of the current point to point calculation. A 40 business day averaging period for calculating the security price for TSR performance helps to eliminate the impact of short term security price movements on vesting outcomes; and − We will continue to use a 10 business day VWAP for the period following release of the Groups’ annual results for calculating the security price on which to base the number of securities to be issued for each LTIP Award. How are executives remunerated and how is this aligned with Atlas Arteria performance? The Boards recognise that to build sustainable long-term growth in securityholder wealth, Atlas Arteria must attract and retain talented people and align their interests and behaviours with securityholders’ interests. To do so, the Groups have developed a remuneration framework that aligns executive remuneration and the Groups’ performance. The framework aims to achieve a balance between fixed and performance based remuneration and between short and long-term performance incentives. To ensure our remuneration quantum and structure is market competitive, consideration has been given to the market median remuneration of companies of a similar size and complexity to Atlas Arteria. MD & CEO KMP Executives 33% 67% 57% 43% ■ Fixed remuneration ■ Variable remuneration ATLAS ARTERIA ANNUAL REPORT 2019 | 47 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS Performance based remuneration comprises both short and long term performance components: − The FY2019 short term incentive component comprised two separate performance periods with different KPIs. The first related to the period from commencement of employment to internalisation (1 April 2019) and the second related to the period following internalisation. The pre-internalisation component was assessed and paid during the year based on achieving key milestones for a successful internalisation ahead of plan. The STI for the period following internalisation was based on an assessment of performance against a balanced scorecard of financial measures (weighted 70%) and non-financial measures (weighted 30%) linked to key financial and business objectives. For further information regarding the performance outcomes and STI structure for the MD & CEO and the KMP Executives, see section 6. − For the long-term incentive component, Atlas Arteria’s TSR performance is assessed relative to selected local and international companies with similar characteristics to ensure there is alignment between the financial interests of executives and securityholders. For further information regarding the LTIP structure (including the changes being introduced for 2020), performance measure, relative TSR comparator group constituents and vesting schedule, see section 5.4. Information on governance provisions such as clawback, malus, treatment of awards on cessation of employment and change of control are provided in section 8.3. What happens to variable remuneration awards in the event there is a change of control? In the event of a change of control, the Boards have absolute discretion to determine the treatment of STI and LTIP awards. However, if the Boards do not exercise their discretion, the following default treatments will apply: − STI: Cash based STI will be assessed on a pro rata basis and paid at that time based on performance, and deferred STI will vest in full on the basis that it relates to performance targets which have already been achieved. − LTIP: Vesting based on performance to the end of the most recent period and pro-rated for time. What did the MD & CEO and KMP Executives receive during FY2019? The MD & CEO and KMP Executives received fixed remuneration, STI awards delivered in cash and deferred equity and awards under the Groups’ LTIP during FY2019. The STI was awarded in two parts for FY2019 – one part based on successful internalisation of management and the other part based on achievements in operating the business following internalisation. An LTIP grant was made for FY2019. This LTIP grant will be assessed against the LTIP performance targets and, if the targets are met, will vest following the conclusion of the performance period ending 31 December 2021. For further information regarding the LTIP performance targets, see section 5.4. 4 FY2019 performance highlights During 2019, Atlas Arteria continued to deliver solid operational performance resulting in growth of distributions for securityholders and strong growth in the security price. 4.1 Overview of business performance − TSR of 32.2%. − Continued distribution growth with distributions paid in 2019 of 30 cents per security, an increase of 25% compared to those paid in 2018. − Weighted average traffic growth across the network during 2019 increased by 0.7% with weighted average revenue increasing by 2.5%. − An increase in Proportionate EBITDA from the underlying investments of 3.1% compared to FY2018 as a result of revenue growth and implementation of operational efficiencies. − Operational efficiencies were implemented across the portfolio to improve customer satisfaction and margins. These include increasing automation of toll collections, improvements to the network such as interchange upgrades, the addition new lanes and operational cost efficiencies. − The removal of Macquarie Advisers as Manager of Atlas Arteria and the internalisation of management resulted in a reduction in management fees from $114m in 2018 to $47m in 2019 (covering all management fees payable to the Macquarie Group in that year as well as internal management costs). − The APRR Transaction will see Atlas Arteria acquire a further 6.14% indirect interest in APRR and ADELAC, and secure direct governance rights in respect of its total indirect interest in APRR and ADELAC. It will simplify and streamline Atlas Arteria’s ownership and governance of APRR and finalise the removal of the Macquarie Group as a manager within the structure, reducing operating costs and complexity. − A rate case submission was lodged to support the future toll path at the Dulles Greenway. − A sustainability framework and strategy has been developed with four clear priorities, Safety, Customers & Community, Our People and Environmental Stewardship. 48 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS 4.2 Atlas Arteria’s performance The following table outlines the key financial metrics over the past five financial years up to and including 2019 that underpin the STI and LTI plans. Distribution Payments ($) EBITDA proportionate ($m) 1 Share price (at year end) ($) Total Security Return 2015 0.16 523.7 3.97 21.4% 2016 0.18 562.4 4.92 28.8% 2017 0.20 652.8 6.19 30.6% 2018 0.24 869.4 6.16 3.4% 2019 0.30 922.9 7.83 32.2% 1. Proportionate EBITDA from the underlying investments as reported for each financial year ALX security price (2010-2019) $10.00 $9.00 $8.00 $7.00 $6.00 $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 5 Remuneration framework for management post internalisation The remuneration framework for the executive team aims to achieve balance between fixed and performance-based remuneration, between short and long-term performance incentives, and between financial, non-financial and strategic outcomes as well as providing a balance of remuneration received in cash and in securities. Our objectives for the executive remuneration framework are to ensure that it: − Is simple to understand, implement and communicate; − Supports the delivery of the annual business plans whilst also reflecting the long-term needs of the business; − Reflects the experience of the executive and complexity of the role and business compared to the market; − Encourages behaviours that are aligned to our business strategy, performance and securityholders; − Reflects performance measures which our executives have the ability to influence and allows differentiation of executive incentive outcomes; and − Encourages executive equity ownership so that executives have ‘skin in the game’ thus aligning executives to securityholders. ATLAS ARTERIA ANNUAL REPORT 2019 | 49 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS 5.1 Positioning and mix of executive remuneration To ensure our remuneration quantum and structure is market competitive, reference is made to the median of a group of comparator companies of similar size and complexity to Atlas Arteria. The primary reference point for market comparisons are the companies with a market capitalisation between 50% to 200% of Atlas Arteria. The remuneration arrangements of selected industry comparators are also considered for each role. The target and maximum remuneration framework for the MD & CEO and the KMP Executives comprises fixed remuneration, STI and LTI as in the graphs below. Remuneration mix based on achieving ‘target’ performance MD & CEO KMP Executives 33% 33% 44% 30% 13% ■ Fixed remuneration ■ Target STI – cash ■ Target STI – deferred ■ Maximum LTI 17% 17% 13% Remuneration mix based on achieving ‘maximum’ performance MD & CEO KMP Executives 29% 29% 21% 21% 27% 17% 17% 39% ■ Fixed remuneration ■ Target STI – cash ■ Target STI – deferred ■ Maximum LTI Outlined below is further detail regarding the STI and LTI plans for the 2019 financial year. 5.2 Fixed pay Fixed pay recognises the market value of an individual’s skills, experience, accountability and their contribution in delivering the requirements of their roles. Fixed pay includes base pay and superannuation. Following the successful internalisation of management on 1 April 2019 and the subsequent increased scale of Atlas Arteria’s operations resulting from the APRR Transaction, the Boards have commenced a review of executive remuneration to ensure our remuneration levels are competitive with companies of similar size and complexity. This review is ongoing and further information on the outcomes of the review will be provided to securityholders in the 2020 Remuneration Report. 50 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS 5.3 Short-term incentive Executives, middle management and additional participants as determined by the Boards are eligible to participate in the annual STI plan. Details regarding the STI arrangements of the MD & CEO and KMP Executives are set out below. The size of each STI award is capped at an agreed percentage of fixed remuneration for each executive. The value of the STI payment made at the end of the performance period is a function of performance against a balance of financial and non-financial performance measures aligned with Atlas Arteria’s annual business plans. Element Description Opportunity The STI is subject to achievement of defined performance targets, which is delivered 50% in cash and 50% in restricted securities. The target STI opportunity represents an opportunity to earn 100% of fixed remuneration for the MD & CEO and 60% of fixed remuneration for the KMP Executives. When assessing performance, the Boards have discretion to increase or decrease an STI Award subject to an overall cap of 150% of Target. Performance period Performance is normally measured over a one year performance period, from 1 January to 31 December. Due to the internalisation of management in FY2019, performance has been measured over two performance periods this year. STI deferral STI objectives − The performance period for the pre internalisation component of the FY2019 Award is from the date each KMP commenced employment (being 1 May 2018 for the MD & CEO, 16 July 2018 for the CFO, and 28 December 2018 for the COO) to 1 April 2019, the date of internalisation. − The performance period for the post internalisation component of the FY2019 STI is from 1 April 2019 to 31 December 2019. To assist in creating alignment with securityholders and in achieving the minimum shareholding requirement, 50% of the STI outcome is deferred into restricted securities for a one year period following the conclusion of the performance period, subject to ongoing service and the discretion of the Boards. STI objectives were set for FY2019 for the period prior to internalisation based on objectives related to the successful implementation of internalisation and for the period following internalisation based on a combination of financial measures and non-financial measures relating to specific strategic outcomes and taking account of culture and behaviours. FY2020 STI objectives will be set based on a combination of financial measures and non-financial measures relating to specific strategic outcomes and taking account of culture and behaviours. 5.4 Long-term incentive To align with the interests of securityholders, executives and other participants as determined by the Boards are eligible to participate in the LTIP. Details of the LTIP arrangements of the MD & CEO and KMP Executives are set out below. The size of each year’s grant is capped at an agreed percentage of fixed remuneration for each executive. The value of the LTIP award made at the end of the vesting period is a function of: − Atlas Arteria TSR performance relative to a group of Australian and international peer companies (which determines the number of securities granted that vest); − The change in the price per Atlas Arteria stapled security (which determines the value of each stapled security that vests); and − The value of distributions that would have been made during the vesting period for the number of securities that vest (Distribution Equivalents). As a result, management incentives are aligned with the long term interests of securityholders to achieve strong performance relative to peers and to generate an appropriate balance of security price performance and distributions. During 2019, the Boards and the PRCs reviewed a number of aspects of the LTIP and concluded that the following would apply for awards under the LTIP in 2020 (no changes have been made to the terms of the awards made for previous years): 1 We will continue to use relative TSR as the sole performance hurdle given the current strategic focus of the business on longer term value creation and business optimisation. The Boards considered other measures including EBITDA and cash flow and concluded that they are not currently the most appropriate performance measures. The Boards acknowledge as the business evolves it may be appropriate to introduce a suitable further measure/s in addition to relative TSR for assessing LTIP performance; 2 We will adopt a new peer group for assessment of relative TSR comprising OECD-domiciled companies in the GLIO. The GLIO is a relatively new organisation that provides a global platform for information on listed infrastructure companies and includes approximately 125 OECD-domiciled members that represent approximately $3,765bn in market capitalisation. The GLIO has created the GLIO Index of core infrastructure companies which has been selected as it is a larger and less volatile group than the current peer group and is specific to the infrastructure sector rather than being a mix of infrastructure and property organisations; ATLAS ARTERIA ANNUAL REPORT 2019 | 51 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS 3 We will use a volume weighted average security price (VWAP) over a 40 business day period at the start and the end of the performance period for the calculation of TSR performance in place of the current point to point calculation. A 40 business day averaging period for calculating the security price for TSR performance helps to eliminate the impact of short term security price movements on vesting outcomes; and 4 We will continue to use a 10 business day VWAP for the period following release of the Groups’ annual results for calculating the security price used to determine the number of securities to be issued for each LTIP Award. Element Description Opportunity The maximum grant value of LTIP opportunities represents 100% of fixed remuneration for the MD & CEO and 70% of fixed remuneration for the KMP Executives. The number of awards is based on face value. For FY2018, the number of instruments granted was determined based on the 10 day VWAP immediately following the 2019 Annual General Meeting (which was held on 15 May 2019). For FY2019 and subsequent years, the number of instruments to be granted is determined based on the 10 day VWAP immediately following the announcement by Atlas Arteria of its annual results. For the MD & CEO, the 2018 and 2019 grants were made in 2019 following approval from securityholders at the 2019 AGM. Vehicle Awards are delivered in the form of performance rights. A performance right is a right to acquire one fully paid Atlas Arteria security, subject to meeting pre-determined performance measures. Performance measure LTIP performance is assessed against relative TSR. Relative TSR was selected as the sole performance measure as it measures security holding value creation objectively, can be used for comparing performance across different jurisdictions and is widely understood and accepted by stakeholders. For the FY2018 and FY2019 grants, Atlas Arteria’s TSR performance was assessed against a local and global industry comparator group, comprising Abacus Property Group, APA Group, Aurizon Holdings Limited, AusNet Services, Charter Hall Group, Growthpoint Properties Australia, Qube Holdings Limited, Spark Infrastructure Group, Sydney Airport, Transurban Group, 3i Infrastructure, Cogent Communications Holdings Limited, Eiffage SA, Genesee & Wyoming Inc., Getlink, Macquarie Group Infrastructure Corporation and Zayo Group Holdings, Inc. These companies were selected as they operate in comparable industries, with asset size, market capitalisation, jurisdiction of assets and operational control, in relevant ranges. The comparator group may, at the discretion of the Boards, be adjusted to take into account events during the Performance Period including, but not limited to takeovers, mergers, de-mergers or de-listings, so that the outcome appropriately reflects the circumstances. An adjustment will be made to the peer group to reflect the change of ownership of Genesee & Wyoming which is now in private ownership. Vesting schedule Relative TSR performance is assessed on a sliding scale, with vesting determined as follows: The changes to apply for the 2020 LTIP awards are noted above. Atlas Arteria’s TSR performance Below the 51st percentile At the 51st percentile % vesting 0% 50% Between the 51st percentile & 75th percentile Pro rata between 50% & 100% At the 75th percentile 100% The Boards retain discretion to adjust the relative TSR measure in exceptional circumstances if considered appropriate so that participants are neither advantaged nor disadvantaged by matters outside management’s control. Performance period Performance is measured over a three year performance period, from 1 January to 31 December. The performance for 2019 grant will be measured from 1 January 2019 to 31 December 2021. Vesting and allocation of securities If and when the Boards determine that the relative TSR performance measure has been achieved, the performance rights will automatically be exercised and the relevant number of securities will be allocated. Distribution equivalents Distribution equivalents will be payable (via a grant of securities or a cash payment, at the Boards’ discretion) on performance rights that have vested, to the value of any distributions paid during the performance period in respect of an equivalent number of Atlas Arteria securities. In 2020, the Groups are introducing an employee equity plan to enable all corporate employees to become securityholders of the Groups. The plan is being introduced to support employee retention, develop the team with a common purpose, share in the success of the business and for employees to become equity holders and thus increase alignment with securityholders. All corporate employees other than members of the Executive Team who participate in the LTIP Scheme will participate in the plan. Awards to the value of $5,000 will be made in the form of share rights to corporate employees and vesting will be subject to a 3 year service condition. It is expected the total value of the equity to be awarded annually will be in the order of $125,000. 52 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS 6 FY2019 Remuneration Outcomes As noted above, STI performance in respect of FY2019 was assessed based on two performance periods: − For the period prior to internalisation of management from the date of commencement of employment of each KMP to 31 March 2019, against objectives and targets related to the successful implementation of internalisation; and − For the period following internalisation from 1 April 2019 to 31 December 2019, based on a combination of financial and non-financial measures. The performance periods assessed during FY2019 related to performance achievements referable to and expensed over the two financial years – FY2018 and FY2019. − For the MD & CEO, the Remuneration Report includes STI Awards for the period from 1 May 2018 to 31 March 2019 (8 months applicable to FY2018 and 3 months applicable to FY19) and for the period from 1 April 2019 to 31 December 2019 (9 months applicable to FY2019). − For the CFO, the Remuneration Report includes STI Awards for the period from 16 July 2018 to 31 March 2019 (5½ months applicable to FY2018 and 3 months applicable to FY19) and for the period from 1 April 2019 to 31 December 2019 (9 months applicable to FY2019). − For the COO, the Remuneration Report includes STI Awards for the period from 28 December 2018 to 31 March 2019 (3 months applicable to FY2019) and for the period from 1 April 2019 to 31 December 2019 (9 months applicable to FY2019). The annual assessment process also includes consideration of both what is achieved and how it is achieved taking into account behaviours and by reference to our values. The actual STI outcomes can be adjusted where these expectations are deemed not to have been met. No such adjustments were made for FY2019. The terms of STI Awards for the MD & CEO and the KMP Executives provide for 50% to be paid in cash and 50% to be withheld and awarded in Restricted Atlas Arteria Securities. Details of the FY2019 STI Awards for the MD & CEO and KMP Executives are set out below. 6.1 Pre internalisation STI Awards The Pre Internalisation KPI’s were established to align the efforts of the executive team with the objective of achieving internalisation of Atlas Arteria management in a manner which ensured a high quality team with systems and processes which enabled a seamless transition and the ongoing effective management of the business at the standard expected of an ASX 100 business. This objective was achieved by 1 April 2019 without compromise to the standards the Boards set for the successful independent management of the business on a stand-alone basis. The focus during the period prior to internalisation was on building the business to allow for growth and development of strategic opportunities. Performance for the pre internalisation period has been assessed from the date each of the KMP Executives commenced employment to the date of internalisation, 1 April 2019. Performance was assessed against the following measures: 6.1.1 MD & CEO Performance area Weighting Performance outcomes to target Achievements Transition activities 30% Above Target Key achievements included recruitment of a high Performance measures pre internalisation Transition budget Stakeholder engagement 25% 15% Target Target Strategic 30% Target Total 100% 105.5% quality Executive Team by 31 December 2018, implementation of all management, financial and administration systems, processes and procedures to enable the Groups to operate as successful stand-alone businesses. Internalisation was achieved ahead of plan and within budget. Good relationships established with key stakeholders including securityholders, joint investors and business partners. Review of the capital structure of the Groups, a risk analysis of the business was undertaken and development of a proposed business strategy for the period immediately following internalisation was developed. ATLAS ARTERIA ANNUAL REPORT 2019 | 53 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS 6.1.2 KMP Executives The MD & CEO’s STI objectives for the pre internalisation period were cascaded to the KMP Executives and assessed on a consistent basis with the MD & CEO. 6.1.3 Executive STI Outcomes Based on the performance achievement assessments described above, the following STI Awards were made in respect of achievements relating to the internalisation of management on 1 April 2019. Name Graeme Bevans Nadine Lennie Vincent Portal-Barrault % of maximum achieved 70% 79% 57% Value pro rata – cash 532,558 145,049 39,378 Value pro rata – restricted securities 532,558 145,049 39,378 STI forfeited 447,384 76,465 61,554 6.2 Post Internalisation STI Awards Performance for the post internalisation period has been assessed from the date of internalisation 1 April 2019 to 31 December 2019 against a range of financial and individual measures linked to achieving meaningful business and operational outcomes. In view of the exceptional performance across both financial and non-financial metrics, the Boards exercised discretion to award the capped amount of 150% of Target. The Performance outcomes assessed for the Post Internalisation period were as follows: 6.2.1 MD & CEO Performance area Comprises a combination of the following: − Proportional adjusted EBITDA (reflecting proportional performance of each business adjusted for items determined by the Boards). − Distributions per security − Cashflow available for distribution − Corporate operational expenditure Conduct a review of OH&S policies and implement best practice policies in each business by 31 December 2019 Restructure APRR including reaching agreement with Macquarie Group, EIffage, ADIA and AORR to end Macquarie Adviser’s management of MAF2 Corporate development activity which achieves accretive value for Atlas Arteria Performance measures post internalisation Weighting 70% Performance outcomes to target Between Target and Stretch Achievements Overall financial outcomes were between Target and Stretch. EBITDA was above Target, cash flow available for distribution was between Target and Stretch, Distributions per Security were at Target and Corporate Operational Expenditure was at Stretch 30% Stretch Overall performance was at full stretch for achievements including: − Process improvements to provide an immediate improvement to OH&S systems at Dulles Greenway – the outcome was between Threshold and Target − Agreement reached with all parties for the APRR transaction on terms which were mutually beneficial to all parties – the outcome was at Stretch. − The transaction was accretive with significant future value to be captured – the outcome was at Stretch. Total awarded 100% 150% These STI awards have been pro-rated to reflect the period from the date of internalisation (1 April 2019) to 31 December 2019. 54 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS 6.2.2 KMP Executives As was the position for the STI for the pre internalisation period, the MD & CEO’s STI objectives, both financial and non-financial, for the period following internalisation on 1 April 2019 were cascaded to the KMP Executives. Their STI outcomes were assessed on a consistent basis with that of the MD & CEO. 6.2.3 Executive STI outcomes Based on the performance achievement assessments described above, the following STI Awards were made in respect of achievements relating to the performance period following internalisation from 1 April 2019 to 31 December 2019. Name Graeme Bevans Nadine Lennie Vincent Portal-Barrault 7 Non-Executive Director fees % of maximum achieved 100% 100% 100% Value pro rata – cash 618,750 194,063 202,370 Value pro rata – restricted securities 618,750 194,063 202,370 STI forfeited 0 0 0 7.1 Determination of Non-Executive Director fees In order to attract and retain high calibre Non-Executive Directors (‘NED’), fees are reviewed periodically by the PRCs and set with reference to the market. A market review of Non-Executive Director fees was undertaken in 2018, which included a review of market benchmarking information for companies of a similar size and complexity to Atlas Arteria (being companies with a market capitalisation between 50% to 200% of Atlas Arteria). The fees for 2019 are set out below: Fees Board Audit and Risk Committee Remuneration Committee Nominations and Governance Committee Travel fee 3 Additional ad hoc committee fee ATLAX ATLIX Chair (AUD) Member (AUD) Chair (USD) Member (USD) Member (AUD) 1 $280,000 2 $140,000 $160,0002 $80,000 $30,000 $30,000 Nil $15,000 $15,000 Nil $10,000 $2,500 per day $18,000 $18,000 Nil $9,000 $9,000 Nil $10,000 $80,000 $9,000 $9,000 Nil N/A $1,750 per day $1,750 per day 1. For Australian based director. 2. Committee fees are not payable to the Chairs of the ATLAX or ATLIX Boards. 3. Non-Executive Directors are also be entitled to receive a travel fee of AUD$10,000 for each occasion where they are required to travel over 8 hours to attend a Board meeting or strategy session. During 2019, the Boards resolved that there would be no increase in Non-Executive Director fees for 2020. ATLAX and ATLIX directors are not entitled to Atlas Arteria options or securities or to retirement benefits as part of their remuneration package. 7.2 Aggregate fee pool As approved by securityholders at the 2019 AGM, the aggregate ATLAX Non-Executive Director fee pool is capped at AU$1,100,000 and the ATLIX Non-Executive Director fee pool is capped at US$700,000. ATLAS ARTERIA ANNUAL REPORT 2019 | 55 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE DIRECTORS’ REPORTS 8 Remuneration Governance 8.1 Roles and responsibilities The table below outlines the roles and responsibilities of the Boards, PRCs, Management and external advisors in relation to the remuneration arrangements of Directors, MD & CEO and the KMP Executives. The Boards People & Remuneration Committees Management External advisors Approve remuneration strategy and approves recommendations from the PRCs Make recommendations to the Boards regarding the remuneration framework, policies and practices for Atlas Arteria as well as remuneration for KMP Makes recommendations to the PRCs on Atlas Arteria’s remuneration framework, policies and practices Provide independent advice to the PRCs and/or Management on remuneration market data, market practice and other remuneration related matters The requirement for external remuneration advisor services is assessed in the context of matters the PRCs need to address. External advice is used as a guide but does not serve as a substitute for directors’ consideration of the relevant matters. Therefore, no remuneration recommendations, as defined by the Corporations Act 2001, were made by external remuneration advisors. 8.2 Executive Contracts The remuneration and other terms of employment for the MD & CEO and KMP Executives are formalised in executive contracts. Key contractual terms in place for FY2019 are outlined below. Contract type Termination notice by either party Termination notice with cause MD & CEO Ongoing KMP Executives Ongoing 12 months 6 months Immediate without notice period Immediate without notice period Termination notice by KMP for fundamental change in role 30 days within 21 days of fundamental change 30 days within 21 days of fundamental change 8.3 Additional provisions as related to STI and LTIP arrangements The table below summarises additional arrangements as they relate to the MD & CEO and other KMP Executives. Provision STI LTI Clawback / Malus In the event of: − Material non-compliance with any financial reporting requirement or other policies and operating procedures of the Groups; Cessation of employment Change of control − Fraudulent or dishonest behaviour; or − Misconduct. The Boards have discretion to determine that some or all deferred STI restricted security awards and unvested LTIP awards are forfeited. If a participant resigns or is terminated for cause (including gross misconduct), any deferred securities are forfeited and the participant is not entitled to any further payment of cash STI. If a participant leaves for any other reason, subject to Board discretion, the participant will be entitled to a pro rata payment of cash STI subject to performance and deferred securities will normally stay ‘on foot’ until the end of the deferred period. Upon a change of control: − The Boards will determine in their absolute discretion the treatment of the STI opportunity. − Subject to the Boards determining otherwise, cash based STI will be assessed on a pro rata basis and paid at that time based on performance, and deferred STI will vest in full. If a participant resigns or is terminated for cause (including gross misconduct), unvested performance rights will automatically lapse. If a participant leaves for any other reason, subject to Board discretion, a pro-rata number of unvested performance rights (reflecting the portion of performance period served) will normally stay ‘on-foot’ to be tested against the performance condition at the end of the original performance period. Where a change of control occurs or is likely to occur, the Boards have discretion to determine the treatment of unvested equity awards and the timing of such treatment. In the event the Boards do not exercise their discretion, the LTIP will vest pro rata for time and performance. 56 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS 8.4 Minimum securityholding requirements Minimum securityholding requirements help ensure there is alignment between the interests of the Directors, KMP and securityholders. Role Minimum shareholding Timing to meet requirement Non-Executive Directors 100% of annual director base fees 3 years from the later of July 2017 (when the policy was implemented) or from the date of their appointment MD & CEO KMP Executives 100% of fixed remuneration 50% of fixed remuneration 5 years from appointment 5 years from appointment 9 Statutory disclosures 9.1 Executive statutory remuneration disclosures for FY2019 The following table shows the total remuneration for the MD & CEO and KMP Executives for FY2019. Short term benefits Long term benefits Share based payments Name Financial year Cash salary Annual leave accrual movement Cash STI Superannuation contributions Value of LTI Value of STI Total remuneration Performance based pay % Graeme Bevans 2019 $1,079,231 ($21,992) $783,637 $20,767 $342,505 $543,035 $2,747,183 Nadine Lennie Vincent Portal- Barrault Total Total 2018 2019 2018 2019 2018 $696,356 $60,889 $367,671 $33,554 $109,857 $185,238 $1,453,565 $554,228 $25,078 $259,714 $20,767 $126,860 $166,055 $1,152,702 $256,619 $21,549 $79,398 $9,501 $28,384 $41,443 $436,894 $583,601 $4,595 $241,712 $16,015 $141,903 $116,886 $1,104,712 $6,315 $0 $1,502 $170 $789 $7,274 $16,050 2019 $2,217,060 $7,681 $1,285,063 $57,549 $611,268 $825,976 $5,004,597 2018 $959,290 $82,438 $448,571 $43,225 $139,030 $233,955 $1,906,509 60.8% 45.6% 47.9% 34.2% 45.3% 59.6% 54.4% 43.1% 1. Share based expenses included the FV of equity awards. External valuation advice has been used to determine the value of performance rights awarded in the year ended 31 December 2019. The valuation has been made using the Black Scholes Option Pricing Model that includes a Monte Carlo simulation analysis. Details of the fair values of equity awards granted during the year are contained in the foot notes in the table titled Performance rights held during the year at 9.3 below. 2. The number of performance rights allocated to each participant is determined based on face value. 3. The reported amounts for cash STI and value of STI share based payments includes the STI awards for two performance periods as noted above at section 6. 4. The FY2018 disclosures were included on a voluntary basis as the named individuals were not KMP for that year. Given they are now KMP for FY2019, comparative information for all remuneration elements have been included. ATLAS ARTERIA ANNUAL REPORT 2019 | 57 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS 9.2 Non-Executive Director statutory remuneration disclosures for FY2019 The following table shows the fees paid to Non-Executive Directors of ATLAX and ATLIX for FY2019. Name Financial year and fees Superannuation Total and fees Superannuation Total ATLAX fees (AUD) ATLIX fees Cash salary Cash salary $290,000 90,736 (AUD) 7,264 (AUD) 98,000 (AUD) $210,000 83,750 (AUD) Nora Scheinkestel David Bartholomew 1, 4 Debbie Goodin 1, 3 Jean-Georges Malcor 5 Jeffrey Conyers 2 Fiona Beck 2, 6 James Keyes Derek Stapley Richard England 8 Christopher Leslie 7 John Roberts 9 Totals Totals 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 $269,233 $189,710 $172,100 $32,380 $190,365 $162,864 $184,340 $24,583 – – – – – – – – – $20,767 $20,290 $15,400 $3,037 $17,135 $15,261 $660 – – – – – – – – – – $187,500 $35,417 $207,500 $178,125 $185,000 $24,583 – – – – – – – – – – – – – – – 179,250 (USD) 120,000 (USD) 41,292 (USD) – 116,000 (USD) 85,000 (USD) 111,762 (USD) 92,500 (USD) – – 24,500 (USD) 85,000 (USD) – – $136,826 $14,424 $151,250 – – – $105,000 $816,038 $651,363 – – – – $53,962 $53,012 – – – $105,000 $870,000 $704,375 $764,749 $598,461 $7,264 – $772,013 $598,461 – – – – – – – 83,750 (AUD) – – – – – – – 179,250 (USD) – 120,000 (USD) – – 41,292 (USD) – – 116,000 (USD) – 85,000 (USD) – 111,762 (USD) – – – – – – – 92,500 (USD) – – 24,500 (USD) 85,000 (USD) – – 1. Additional fees for duties performed as a member of the due diligence committee in respect of the Equity Raise. 2. Additional fees for duties performed as a member of the due diligence committee in respect of the APRR Transaction and the Equity Raise. 3. One off fee in FY2018 of AUD$20,000 for additional duties performed for internalisation. 4. Commenced as a Non-Executive Director, effective 1 October 2018. 5. Commenced as Non-Executive Director, effective 1 November 2018. 6. Commenced as a Non-Executive Director, effective 13 September 2019. 7. Ceased to be a Non-Executive Director 1 April 2019. 8. Ceased to be a Non-Executive Director on 30 November 2018. 9. Ceased as a Non-Executive Director on 28 September 2018. 58 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS 9.3 Equity instrument disclosures relating to KMP Securityholdings The table below outlines the number of ordinary securities held by each KMP including their personally related parties, as at 31 December 2019, and the minimum security holding requirements. Non-Executive Directors have acquired their security holdings from their personal resources on market and in accordance with Atlas Arteria’s trading policy. Executives acquire their security holdings from awards that vest under the Groups’ equity plans. All Directors and Executives are tracking to meet their security holding requirement. All Directors took up their direct entitlements in full, to the extent that they were eligible to participate, in the Entitlement Offer dated 21 November 2019. Non-Executive Directors Name Nora Scheinkestel Debbie Goodin David Bartholomew Jean-Georges Malcor Jeffrey Conyers 4 James Keyes Derek Stapley Fiona Beck Christopher Leslie 5 Balance at 1 January 2019 78,431 5,671 0 0 40,000 5,000 5,000 0 Changes 25,393 20,908 20,506 20,238 2,381 952 21,666 8,333 Balance at 31 December 2019 3 Value at 31 December 2019 1 Minimum security holding requirement 2 Date security holding to be attained 103,824 26,579 20,506 20,238 42,381 5,952 26,666 8,333 $812,942 $208,114 $160,562 $158,464 $331,843 $46,604 $208,795 $65,247 $220,000 $140,000 $140,000 $140,000 $114,188 $114,188 $114,188 $114,188 Jul-20 Sep-20 Oct-21 Nov-21 Jul-20 Jul-20 Jul-20 Sep-22 N/A 1. Based on the closing price of Atlas Arteria securities on 31 December 2019 of $7.83. The requirement is assessed at the higher of the purchase price or market value of the securities. Includes securities acquired in the Entitlement Offer. 2. The minimum security holding requirement for ATLIX Board members has been converted to AUD at 31 December 2019 exchange rate of AUD$1 = USD$0.7006. 3. 4. Due to regulatory constraints, unable to participate in the Entitlement Offer. 5. Ceased to be a Non-Executive Director 1 April 2019. MD & CEO and KMP Executives Name Graeme Bevans Nadine Lennie Vincent Portal-Barrault Balance at 1 January 2019 0 0 0 Changes 90,731 20,758 5,636 Balance at 31 December 2019 Value at 31 December 2019 1 Minimum security holding requirement 2 Date security holding to be attained 90,731 20,758 5,636 $710,424 $1,100,000 $162,535 $287,500 $44,130 $299,808 May-23 Jul-23 Dec-23 1. Based on the closing price of Atlas Arteria securities on 31 December 2019 of $7.83. The requirement is assessed at the higher of the purchase price or market value of the securities. 2. The minimum security holding requirement for Luxembourg executives has been converted to AUD at 31 December 2019 exchange rate of AUD$1 = Euro 0.6254. ATLAS ARTERIA ANNUAL REPORT 2019 | 59 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS Options No options over unissued ordinary securities of Atlas Arteria existed or were granted to KMP during FY2019. Performance rights held during the year The numbers of rights over ordinary securities in the Groups held during the financial year by each KMP Executive, including their related parties, as well as the value of performance rights granted or exercised are set out in the tables which follow. Vesting is subject to achieving challenging performance targets over the performance period. Balance at 31 December 2018 # Name Graeme Bevans Nadine Lennie Vincent Portal-Barrault Granted in the year ended 31 December 2019 1 Exercised in the year ended 31 December 2019 Lapsed in the year ended 31 December 2019 Balance at 31 December 2019 Unvested at 31 December 2019 # 276,758 101,268 104,458 # 0 0 0 # 0 0 0 # 276,758 101,268 104,458 Value of share rights granted during the year 2 $ # 276,758 1,029,694 101,268 104,458 368,478 376,520 1. The number of Performance Rights granted during the year includes rights awarded under the FY2018 and the FY2019 Long Term Incentive Awards which are subject to performance hurdles. 2. External valuation advice has been used to determine the value of the Performance Rights awarded during year ended 31 December 2019. The valuation was made using the Black Scholes Option Pricing Model that includes a Monte Carlo simulation analysis. The value per instrument of the Share Rights granted during the year were $3.84 (1 May 2018), $3.65 (16 July 2018) and $3.57 (28 December 2018), for the Performance Rights granted in respect of FY18 and $3.63 (1 January 2019) in respect of Performance Rights granted for FY19. Unvested STI Equity Awards during FY2019 During FY2019 deferred securities equal to 50% of their Awards under the Groups’ STI Plan were granted to the MD & CEO and the KMP Executives. The securities are restricted for 12 months. Details of the Awards are as follows: Name Graeme Bevans Nadine Lennie Vincent Portal-Barrault Balance at 31 December 2018 # Granted in the year ended 31 December 2019 Vested in the year ended 31 December 2019 Lapsed in the year ended 31 December 2019 Balance at 31 December 2019 Unvested at 31 December 2019 # 76,214 20,758 5,636 # 0 0 0 # 0 0 0 # 76,214 20,758 5,636 # 76,214 20,758 5,636 Value of restricted securities granted during the year $ 532,558 145,049 59,395 9.4 Loans to directors or related parties There were no loans to directors or related parties during FY2019. 9.5 Other transactions with KMP There were no other transactions with KMP. 60 | ATLAS ARTERIA ANNUAL REPORT 2019 DIRECTORS’ REPORTS Auditor services Atlas Arteria has an auditor independence policy which precludes the auditors from performing certain services. This ensures that the audit firm does not review or audit their own work, act in a management or a decision-making capacity for Atlas Arteria, act as advocate for Atlas Arteria or jointly share economic risks and rewards. When permissible by this policy, Atlas Arteria may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with Atlas Arteria are important. Details of the amounts paid or payable to Atlas Arteria’s auditor (PricewaterhouseCoopers) as well as the non- PricewaterhouseCoopers audit firms for services provided during the year are set out below. The Boards have considered the position and, in accordance with the advice received from the Audit and Risk Committee, are satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: − All non-audit services have been reviewed by the Audit and Risk Committees to ensure they do not impact the impartiality and objectivity of the auditor; and − None of the services undermine the general principles relating to auditor independence as set out in APES 110: Code of Ethics for Professional Accountants, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risk and rewards. Amounts paid or payable to PricewaterhouseCoopers Australia for: Audit services Other assurance services (a) Amounts paid or payable to Network firms of PricewaterhouseCoopers for: Audit services Taxation services (b) Amounts paid or payable to PricewaterhouseCoopers for: Audit and other assurance services Other services Amounts paid or payable to non PricewaterhouseCoopers audit firms for: Audit services provided by CERTIS GmbH Wirtschaftsprüfungsgesellschaft (‘CERTIS’) Non-audit services provided by CERTIS ALX ATLAX Group Year ended 31 Dec 2019 $ Year ended 31 Dec 2018 $ Year ended 31 Dec 2019 $ Year ended 31 Dec 2018 $ 503,200 213,771 716,971 479,130 60,680 539,810 251,600 10,043 261,643 239,565 30,340 269,905 357,779 219,785 577,564 314,211 155,974 470,185 38,101 32,745 – – 38,101 32,745 1,074,750 219,785 854,021 155,974 299,744 302,650 – – 1,294,535 1,009,995 299,744 302,650 100,256 64,866 – – 100,256 64,866 – – – – – – (a) Other assurance services in 2019 relates to the Equity Raise due diligence and a one off review of performance rights allocation. Other assurance services in 2018 related to management internalisation. (b) Taxation services provided by network firms of the auditor relates to the filing of corporate income tax returns for the Groups’ entities domiciled outside of Australia. ATLAS ARTERIA ANNUAL REPORT 2019 | 61 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ REPORTS Auditor’s Independence Declaration A copy of the auditor’s independence declaration for ATLAX and its controlled entities during the period, as required under section 307C of the Corporations Act 2001 and an independence declaration for ATLIX and its controlled entities during the period, is set out on page 63. Signed in accordance with a resolution of the directors of Atlas Arteria International Limited: Jeffrey Conyers Chairman Atlas Arteria International Limited Hamilton, Bermuda 26 February 2020 Derek Stapley Director Atlas Arteria International Limited Hamilton, Bermuda 26 February 2020 Signed in accordance with a resolution of the directors of Atlas Arteria Limited: Nora Scheinkestel Chairman Atlas Arteria Limited Melbourne, Australia 27 February 2020 Debra Goodin Director Atlas Arteria Limited Melbourne, Australia 27 February 2020 62 | ATLAS ARTERIA ANNUAL REPORT 2019 AUDITOR’S INDEPENDENCE DECLARATION Auditor’s Independence Declaration As lead auditor for the audits of Atlas Arteria International Limited and Atlas Arteria Limited for the year ended 31 December 2019, I declare that to the best of my knowledge and belief there have been: 1 no contraventions of the auditor independence requirements of the Corporations Act 2001 (as applicable) in relation to the audits; and 2 no contraventions of any applicable code of professional conduct in relation to the audits. This declaration is in respect of Atlas Arteria International Limited and the entities it controlled during the period and Atlas Arteria Limited and the entities it controlled during the period. SJ Smith Partner PricewaterhouseCoopers Sydney 27 February 2020 PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation ATLAS ARTERIA ANNUAL REPORT 2019 | 63 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Revenue and other income from operations Revenue from operations Other income from operations Total revenue and other income from operations Operating expenses Finance costs Share of net profits/(losses) of investments accounted for using the equity method (Loss)/profit from operations before income tax Income tax benefit/(expense) (Loss)/profit for the year (Loss)/profit attributable to: Equity holders of the parent entity – ATLIX Equity holders of other stapled entity – ATLAX (as non-controlling interest/parent entity) Stapled securityholders Other comprehensive income/(loss) Items that may be reclassified to profit or loss: ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Note 175,192 – 175,192 (336,781) (112,311) 254,874 (19,026) 9,205 (9,821) 132,378 13,609 145,987 (222,458) (108,920) 246,141 60,750 (898) 59,852 2.1.1 2.1.2 2.1.3 3.2.2 2.4.1 9,977 118 10,095 (16,053) (37) (20,907) (26,902) – 5,540 224 5,764 (17,795) – (4,801) (16,832) 1 (26,902) (16,831) 17,081 76,683 – – (26,902) (9,821) (16,831) 59,852 (26,902) (26,902) (16,831) (16,831) Exchange differences on translation of foreign operations (8,328) 178,502 981 16,547 Items that will not be reclassified to profit or loss: (Loss)/gain on cash flow hedges Other comprehensive (loss)/income Total comprehensive (loss)/income Total comprehensive (loss)/income attributable to: Equity holders of the parent entity – ATLIX Equity holders of other stapled entity – ATLAX (as non-controlling interest/parent entity) Stapled securityholders (Loss)/profit per share attributable to ATLIX/ATLAX shareholders Basic (loss)/profit per share attributable to: ATLIX (as parent entity) ATLAX (as non-controlling interest) Basic (loss)/profit per ALX stapled security Diluted (loss)/profit per share attributable to: ATLIX (as parent entity) ATLAX (as non-controlling interest) Diluted (loss)/profit per ALX stapled security 5.4.2 (25,287) (33,615) (43,436) – 178,502 238,354 – 981 (25,921) (17,515) 238,638 – (25,921) (43,436) (284) 238,354 (25,921) (25,921) – 16,547 (284) – (284) (284) Cents Cents Cents Cents 2.3 2.3 2.3 2.3 2.5 – (1.4) 2.5 – (1.4) 11.3 – 8.8 11.3 – 8.8 – (3.9) (3.9) – (3.9) (3.9) – (2.5) (2.5) – (2.5) (2.5) The above Consolidated Statements of Comprehensive Income should be read in conjunction with the accompanying notes. 64 | ATLAS ARTERIA ANNUAL REPORT 2019 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Current assets Cash and cash equivalents Other assets Total current assets Non-current assets Intangible assets – Tolling Concessions Investments accounted for using the equity method Restricted cash Goodwill Property plant and equipment Derivative financial instruments Other assets Total non-current assets Total assets Current liabilities Debt at amortised cost Other liabilities Derivative financial instruments Total current liabilities Non-current liabilities Debt at amortised cost Deferred tax liabilities Other liabilities Derivative financial instruments Total non-current liabilities Total liabilities Net assets Equity Equity attributable to securityholders of the parent – ATLIX Contributed equity Reserves Accumulated losses ATLIX securityholders’ interest Equity attributable to other stapled securityholders – ATLAX Contributed equity Reserves Accumulated Income Other stapled securityholders’ interest Total equity ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 Note 3.1 4.3 4.1 3.2 3.1 4.2 5.4 4.3 5.1 4.4 5.4 5.1 2.4 4.4 5.4 5.2 5.3 5.2 5.3 1,450,221 186,468 143,390 2,495 1,593,611 188,963 48,612 2,094 50,706 12,461 47,337 59,798 2,438,598 2,578,434 – – 1,423,265 1,569,970 144,589 164,644 253,904 14,054 11,249 – 248 203,961 79,390 4,595 2,900 319 – – 2,323 – 51 4,141,318 4,439,569 5,734,929 4,628,532 146,963 197,669 – – 561 – 8,274 173,479 233,277 (45,181) (25,927) (33,768) (77,322) (34,859) (3,108) – – (3,377) (3,398) – – (104,876) (115,289) (3,377) (3,398) (2,129,328) (2,101,962) (50,541) (34,350) (12,803) (57,709) (11,571) (13,495) (2,227,022) (2,184,737) (2,331,898) (2,300,026) – – (1,756) – (1,756) (5,133) 3,403,031 2,328,506 192,536 3,275,591 1,995,994 156,898 (221,994) 190,155 (87,522) 3,210,495 2,098,627 – – – – – – – – – (3,398) 229,879 – – – – 187,571 197,311 187,571 197,311 (6,642) 11,607 (7,528) 40,096 192,536 229,879 3,403,031 2,328,506 (6,642) 11,607 192,536 192,536 (7,528) 40,096 229,879 229,879 The above Consolidated Statements of Financial Position should be read in conjunction with the accompanying notes. The financial information was approved by the ATLIX Board of Directors on 26 February 2020 and as required by Bermuda regulations was signed on its behalf by: Jeffrey Conyers Atlas Arteria International Limited Hamilton, Bermuda Derek Stapley Atlas Arteria International Limited Hamilton, Bermuda ATLAS ARTERIA ANNUAL REPORT 2019 | 65 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ALX Attributable to ATLIX securityholders Contributed equity $’000 Reserves $’000 Accumulated Losses $’000 Attributable to ATLAX securityholders $’000 Total $’000 Total ALX equity $’000 Total equity at 31 December 2018 1,995,994 190,155 (87,522) 2,098,627 229,879 2,328,506 Adjustment on adoption of AASB 16 (refer note 7.5.5) – – (1,219) (1,219) (220) (1,439) Total equity at 1 January 2019 (restated) 1,995,994 190,155 (88,741) 2,097,408 229,659 2,327,067 Profit/(loss) for the year Exchange differences on translation of foreign operations Change in fair value of the hedging instrument Total comprehensive income/(expense) Transactions with equity holders in their capacity as equity holders: Issue of securities during the year (refer note 5.2) Transaction costs associated with issue of securities (refer note 5.2) Employee performance rights (refer notes 5.2 and 5.3) Capital return (refer note 2.2) Dividends paid (refer note 2.2) Total equity at 31 December 2019 – – – 1,304,255 (25,449) 791 – – 1,279,597 3,275,591 – 17,081 17,081 (26,902) (9,821) (9,309) (25,287) (34,596) – – 17,081 (9,309) 981 (8,328) (25,287) (17,515) – (25,921) (25,287) (43,436) 1,304,255 45,745 1,350,000 (25,449) (2,217) (27,666) – – 1,339 – – – – – – 2,130 – (68) (53,295) (1,367) 2,062 (53,295) (151,701) (150,334) (150,334) 1,339 (150,334) 1,130,602 (11,202) 1,119,400 156,898 (221,994) 3,210,495 192,536 3,403,031 ALX Attributable to ATLIX securityholders Contributed equity $’000 Reserves $’000 Accumulated Losses $’000 Attributable to ATLAX securityholders $’000 Total $’000 Total ALX equity $’000 Total equity at 1 January 2018 1,911,877 28,122 (84,040) 1,855,959 306,116 2,162,075 Adjustment to retained earnings from adoption of AASB 9 on 1 January 2018 – – 288 288 (288) – Total equity at 1 January 2018 (restated) 1,911,877 28,122 (83,752) 1,856,247 305,828 2,162,075 Profit/(loss) for the year Exchange differences on translation of foreign operations Transfer from foreign currency translation reserve to accumulated losses Total comprehensive income Transactions with equity holders in their capacity as equity holders: Application of performance fees to subscription for new securities Employee performance rights (refer note 5.3) Capital return (refer note 2.2) Dividends paid (refer note 2.2) – – – 84,117 – – – 84,117 – 76,683 76,683 (16,831) 59,852 161,955 – 161,955 16,547 178,502 78 (78) – – – 162,033 76,605 238,638 (284) 238,354 – – – – – – – (80,375) (80,375) (87,522) 84,117 6,186 90,303 – – (80,375) 3,742 141 (77,209) (4,783) (75,665) 141 (77,209) (85,158) (71,923) 2,098,627 229,879 2,328,506 Total equity at 31 December 2018 1,995,994 190,155 The above Consolidated Statements of Changes in Equity should be read in conjunction with the accompanying notes. 66 | ATLAS ARTERIA ANNUAL REPORT 2019 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ATLAX Group Attributable to ATLAX securityholders Contributed equity $’000 Reserves $’000 Accumulated Income $’000 Total $’000 Total equity at 31 December 2018 197,311 (7,528) 40,096 229,879 Adjustment on adoption of AASB 16 (refer note 7.5.5) Total equity at 1 January 2019 (restated) Loss for the year Exchange differences on translation of foreign operations Total comprehensive income Transactions with equity holders in their capacity as equity holders: Issue of securities during the year Transaction costs associated with issue of securities Employee performance rights (refer notes 5.2 and 5.3) Capital return (refer note 2.2) Dividends paid (refer note 2.2) Total equity at 31 December 2019 ATLAX Group – – 197,311 (7,528) – – – 45,745 (2,217) 27 (53,295) – (9,740) 187,571 – 981 981 – – (95) – – (95) (6,642) (220) 39,876 (26,902) – (220) 229,659 (26,902) 981 (26,902) (25,921) – – – – (1,367) (1,367) 11,607 45,745 (2,217) (68) (53,295) (1,367) (11,202) 192,536 Attributable to ATLAX securityholders Contributed equity $’000 Reserves $’000 Accumulated Income $’000 Total $’000 Total equity at 1 January 2018 268,334 (24,216) 61,998 306,116 Adjustment to retained earnings from adoption of AASB 9 on 1 January 2018 Total equity at 1 January 2018 (restated) Loss for the year Exchange differences on translation of foreign operations Total comprehensive income Transactions with equity holders in their capacity as equity holders: Application of performance fees to subscription for new securities Employee performance rights (refer note 5.3) Capital return (refer note 2.2) Dividends paid (refer note 2.2) Total equity at 31 December 2018 – – 268,334 (24,216) – – – 6,186 – (77,209) – (71,023) 197,311 – 16,547 16,547 – 141 – – 141 (7,528) (288) 61,710 (16,831) – (16,831) – – – (4,783) (4,783) 40,096 (288) 305,828 (16,831) 16,547 (284) 6,186 141 (77,209) (4,783) (75,665) 229,879 The above Consolidated Statements of Changes in Equity should be read in conjunction with the accompanying notes. ATLAS ARTERIA ANNUAL REPORT 2019 | 67 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCECONSOLIDATED STATEMENTS OF CASH FLOWS ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Cash flows from operating activities Toll revenue received (net of transaction fees) Interest received Other income received Net indirect taxes received Property taxes paid Manager’s and adviser’s base fees paid Manager’s and adviser’s performance fees paid Payments to suppliers and employees (inclusive of GST/VAT) Net income taxes paid/received Net cash flows from operating activities Cash flows from investing activities Return on preferred equity certificates and shares issued by Macquarie Autoroutes de France 2 SA (‘MAF2’) Payment for purchase of investments, net of cash acquired Payments to suppliers associated with the purchase of investments Additions to tolling concessions (IFRIC 12) Purchase of fixed assets Sale of fixed assets Net cash flows from investing activities Cash flows from financing activities Proceeds from borrowings (net of transaction costs) Repayment of debt and interest (including transaction costs) Proceeds from issue of securities (net of transaction costs) Transfer to restricted cash Capital return Dividends paid Loan repayment from related parties Loans advanced to related parties Payment for purchase of derivative financial instrument Net cash flows from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate movements on cash and cash equivalents Cash and cash equivalents at the end of the year 146,332 123,174 6,824 675 570 (6,091) (31,009) – (40,942) 22 2,001 634 430 (5,889) (36,874) (25,000) (35,328) (8) 76,381 23,140 238,247 249,417 – (54) (15,424) (328) 16 1,890 – – (1,102) 4 – 1,652 5,949 570 – (1,164) – (14,800) 22 (7,771) – – (50) – (76) – 222,457 250,209 (126) 534,699 (555,834) – – – 44,854 – (105,291) 1,324,176 (50,054) (53,295) (151,701) – – – (25,702) (77,209) (85,158) – – (4,818) 963,835 (214,022) 1,262,673 186,468 1,080 59,327 122,690 4,451 1,450,221 186,468 – (53,295) (1,367) 53,633 – – 43,825 35,928 12,461 223 48,612 – 4,977 – 430 – (2,711) (1,713) (9,673) – (8,690) – – – – (548) – (548) – – – – (77,209) (4,783) 77,411 (8,232) – (12,813) (22,051) 34,304 208 12,461 The above Consolidated Statements of Cash Flows should be read in conjunction with the accompanying notes. 68 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS Introduction Atlas Arteria – Stapled security An Atlas Arteria (‘ALX’) stapled security comprises one Atlas Arteria International Limited (‘ATLIX’) share ‘stapled’ to one Atlas Arteria Limited (‘ATLAX’) share to create a single listed security traded on the Australian Securities Exchange (‘ASX’). The stapled securities cannot be traded or dealt with separately. AASB 3 Business Combinations and AASB 10 Consolidated Financial Statements require one of the stapled entities of a stapled structure to be identified as the parent entity for the purpose of preparing a consolidated Financial Report. In accordance with this requirement, ATLIX has been identified as the parent entity of the consolidated group comprising ATLIX and its controlled entities (‘ATLIX Group’) and ATLAX and its controlled entities (‘ATLAX Group’), together comprising ‘Atlas Arteria’, ‘ALX’ or ‘the Groups’. As permitted by ASIC Class Order 13/1050 and ASIC Corporations (Stapled Group Reports) Instrument 2015/838, these reports consist of the Financial Report of ATLIX Group at the end of and during the year and separately the Financial Report of the ATLAX Group at the end of and during the year. The Financial Report of Atlas Arteria should be read in conjunction with the separate Financial Report of the ATLAX Group presented in these reports for the year ended 31 December 2019. Basis of preparation Both ATLIX and ATLAX are for-profit entities for the purpose of preparing the Financial Reports. The Financial Reports were authorised for issue by the directors of the ATLIX Board and the ATLAX Board (together, the ‘Boards’) on 26 February 2020 and 27 February 2020 respectively. The Boards have the power to amend and reissue the Financial Reports. The Financial Reports are general purpose financial reports that: − have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001 (where applicable). − have also been prepared in accordance with and comply with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’). − include the assets and liabilities of all subsidiaries as at 31 December 2019 and the results of the subsidiaries for the year then ended. Inter-entity transactions with, or between, subsidiaries are eliminated in full on consolidation. − have been prepared under the historical cost conventions except for certain assets and liabilities, which have been measured at fair value. − are presented in Australian dollars with all values rounded to the nearest thousand dollars unless otherwise stated, in accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. Significant accounting policies and key judgements and estimates are contained in shaded text and included in the relevant note. These policies have been consistently applied to all periods presented, unless otherwise stated. Refer to note 7.5 for other accounting policies which have not been presented along with their respective notes. Critical accounting estimates and judgements The preparation of the Financial Reports in accordance with Australian Accounting Standards requires the use of certain critical accounting estimates. It also requires the directors to exercise judgement in the process of applying the accounting policies. Estimates and judgements are continually evaluated and are based on historic experience and other factors, including reasonable expectations of future events. The directors believe the estimates used in the preparation of the Financial Reports are reasonable. Actual results in the future may differ from those reported. Significant judgments made in applying accounting policies, estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are discussed in the following notes: − Control assessment (Note 3.2 and 6.2) − Impairment of assets and associates (Note 3.2) − Intangible assets – Tolling concessions (Note 4.1) ATLAS ARTERIA ANNUAL REPORT 2019 | 69 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE2 Financial performance 2.1 (Loss)/profit for the year Revenue recognition Revenue and other income is recognised as follows: Toll revenue Toll revenue from customers is earned as performance obligations are satisfied. A singular performance obligation has been assessed as the use of the road, and the transaction price, which is calculated based on passing through toll points, is fully allocated to this performance obligation. Toll revenue is recognised at the time the customers use the road. Other revenue Other revenue from customers consists of revenue earned in respect to rental income from cell towers and income from advertising hoardings on the toll road. Other revenue is recognised over the period of the contract in accordance with the contracts governing these services as performance obligations are satisfied. Interest income Interest income is brought to account on an accruals basis. Construction revenue Revenue for the construction of service concession infrastructure assets is recognised in accordance with the percentage of completion method, which is measured by reference to costs incurred to date as a percentage of total forecast costs for each project. 2.1.1 Revenue and other income The (loss)/profit from operations before income tax includes the following specific items of income and expense: ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Revenue from operations: Toll revenue Other revenue Construction revenue from road development activities Interest income: Related parties Other persons and corporations Total interest income Total revenue from operations Other income from operations: Gain on revaluation (a) Other income Reversal of impairment on financial assets (b) Net foreign exchange gain Total other income from operations 150,368 126,811 838 16,557 368 7,061 7,429 769 – 877 3,921 4,798 – 9,453 – 410 114 524 175,192 132,378 9,977 – – – – – 13,470 139 – – 13,609 145,987 – – 118 – 118 – 1,678 – 3,862 – 3,862 5,540 – – 161 63 224 Total revenue and other income from operations 175,192 10,095 5,764 (a) The prior year includes a gain on revaluation of the original investment as a result of acquiring an additional 30% investment in Warnowquerung GmbH & Co KG, the concessionaire of the Warnow Tunnel and its general partner Warnowquerung Verwaltungsgesellschaft mbH. (b) Refer to note 4.3 for details. 70 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS 2.1.2 Operating expenses Operating expenses Amortisation of tolling concession Cost of operations: Toll road maintenance expenses Other operating expenses Employment costs Total cost of operations Consulting and administration fees Manager’s and adviser’s base fees (refer to note 6.4.4) Manager's and adviser's performance fees (refer to note 6.4.4) Net foreign exchange loss Impairment loss on goodwill (refer to note 4.2) Impairment loss on tolling concession (refer to note 4.1) Construction costs from road development activities Other expenses Depreciation and amortisation Total operating expenses 2.1.3 Finance costs ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 69,273 61,768 11,737 9,838 20,209 41,784 5,655 28,236 – 994 66,028 99,401 16,557 7,843 1,010 10,597 12,042 9,487 32,126 11,920 36,759 70,625 3,483 – – – 5,427 350 336,781 222,458 – – 134 7,705 7,839 3,304 792 – 30 – – – 3,777 311 16,053 – – 172 3,236 3,408 6,104 2,236 4,984 – – – – 1,024 39 17,795 ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Interest on debt Mark to market loss on derivatives Net loss on cash flow hedge ineffectiveness Fee on early repayment of borrowings from financial institutions Issue costs written off on loans repaid during the year Amortisation of issue cost on borrowings from financial institutions (refer note 5.1) Other interest Total finance costs 100,398 2,458 5,294 – – 2,821 1,340 89,975 2,055 – 4,576 6,688 5,626 – 112,311 108,920 – – – – – – 37 37 – – – – – – – – ATLAS ARTERIA ANNUAL REPORT 2019 | 71 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE2.2 Distributions A distribution payable is recognised for the amount of any distribution declared, or publicly recommended by the directors on or before the end of the year but not distributed at balance date. Distributions paid Dividend paid on 4 October 2019 (a) Distribution paid on 5 April 2019 (b) Distribution paid on 5 October 2018 (c) Dividend paid on 13 April 2018 (d) Total distributions paid Distributions paid Dividend per security paid on 4 October 2019 (a) Distribution per security paid on 5 April 2019 (b) Distribution per security paid on 5 October 2018 (c) Dividend per security paid on 13 April 2018 (d) Total distributions paid ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 102,505 102,491 – – – – 81,992 80,375 – 54,662 – – – – 81,992 – 204,996 162,367 54,662 81,992 Cents per stapled security Cents per stapled security Cents per stapled security Cents per stapled security 15.0 15.0 – – 30.0 – – 12.0 12.0 24.0 – 8.0 – – 8.0 – – 12.0 – 12.0 (a) The dividend paid on 4 October 2019 comprised an ordinary dividend of 15.0 cps. The dividend was paid in full by ATLIX. (b) The distribution paid on 5 April 2019 comprised a capital return of 7.8 cps and an unfranked Australian ordinary dividend of 0.2 cps paid by ATLAX and ordinary dividend of 7.0 cps paid by ATLIX. (c) The distribution paid on 5 October 2018 comprised of a capital return of 11.3 cps and an unfranked Australian ordinary dividend of 0.7 cps. The distribution was paid in full by ATLAX. (d) The dividend paid on 13 April 2018 comprised an ordinary dividend of 12.0 cps. The dividend was paid in full by ATLIX. 72 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS2.3 Earnings per stapled security Basic earnings per stapled security Basic earnings per stapled security is determined by dividing the profit attributable to securityholders by the weighted average number of securities on issue during the year. Diluted earnings per stapled security Diluted earnings per stapled security is calculated by adjusting basic earnings per stapled security for the effects of all dilutive potential ordinary stapled securities. Basic earnings/(loss) per ATLIX/ATLAX share Diluted earnings/(loss) per ATLIX/ATLAX share Earnings/(loss) used in the calculation of basic and diluted profit/(loss) per ATLIX/ATLAX share Attributable to ATLIX equity holders Attributable to ATLAX equity holders Year ended 31 Dec 2019 cps Year ended 31 Dec 2018 cps Year ended 31 Dec 2019 cps Year ended 31 Dec 2018 cps 2.45 2.44 $’000 11.33 11.33 $’000 (3.85) (3.85) $’000 (2.49) (2.49) $’000 17,081 76,683 (26,902) (16,831) Number Number Number Number Weighted average number of shares used in calculation of basic earnings/(loss) per ATLIX/ATLAX share 698,100,080 676,545,113 698,100,080 676,545,113 Adjustment for employee performance rights (a) 590,615 101,974 590,615 101,974 Weighted average number of shares used in calculation of diluted earnings/(loss) per ATLIX/ATLAX share 698,690,695 676,647,087 698,690,695 676,647,087 (a) Diluted earnings per ATLIX/ATLAX share is adjusted for employee performance rights. Refer to note 7.4 for details. The basic (loss)/profit per ALX stapled security for the year ended 31 December 2019 was (1.40) cps (2018: 8.84 cps) and the diluted (loss)/profit per ALX stapled security for the year ended 31 December 2019 was (1.41) cps (2018: 8.84cps), using ALX (loss)/profit attributable to ALX stapled securityholders of ($9.8) million (2018: $59.9 million). 2.4 Income Tax The income tax expense or benefit for the year is the tax payable on the current year’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the Financial Reports, and to unused tax losses. Deferred income tax is determined using the balance sheet method, being the temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Reports. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Under current Bermudan law, ATLIX will not be subject to any income, withholding or capital gains taxes in Bermuda. Controlled entities of ATLIX that are subject to taxes in their jurisdictions recognise income tax using the balance sheet approach of tax effect accounting. ATLAS ARTERIA ANNUAL REPORT 2019 | 73 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE 2.4.1 Income tax (benefit)/expense This note provides an analysis of the Groups’ income tax (benefit)/expense, shows what amounts are recognised directly in equity and how the tax (benefit)/expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Groups’ tax position. (a) Income tax (benefit)/expense Income Tax (benefit)/expense Current tax Deferred tax Total income tax (benefit)/expense ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 (1,972) (7,233) (9,205) 2,118 (1,220) 898 – – – (1) – (1) (b) Reconciliation of income tax (benefit)/expense to prima facie tax payable (Loss)/profit from operations before income tax Prima facie income tax on (loss)/profit at the Australian tax rate of 30% (19,026) (5,707) 60,750 18,225 (26,902) (8,071) (16,832) (5,050) Impact of different tax rates of operations in jurisdictions other than Australia Tax effect of amounts that are not deductible/(taxable) in calculating taxable income: Non-assessable income Non-deductible expenditure Share of net (profits)/losses of investments accounted for using the equity method Temporary differences not brought to account Deferred tax assets on taxable losses not brought to account Aggregate income tax (benefit)/expense (c) Tax losses 18,683 141,010 19 50 (37) 50,029 (76,462) (596) 4,885 (9,205) (4,088) 1,405 (73,842) 7,152 (88,964) 898 (37) 351 6,272 109 1,357 – (47) 1,354 1,440 (990) 3,242 (1) Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit of unused tax losses 285,589 75,120 274,589 72,140 284,636 74,939 274,056 72,039 Neither ALX nor the ATLAX Group recognised any current or deferred tax that was debited or credited directly to equity. 2.4.2 Deferred tax assets and liabilities The Groups have no deferred tax assets. The movement in the balance of deferred tax liabilities (‘DTL’) is as follows: Deferred tax liabilities Opening balance at 1 January Acquisition of subsidiary Amortisation of deferred tax liabilities Impairment impact on deferred tax liabilities Foreign exchange movement Closing balance at 31 December ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 (57,709) – 1,558 5,675 (65) (50,541) (40,333) (14,193) 1,220 – (4,403) (57,709) – – – – – – – – – – – – During 2019 the impairment recognised on Dulles Greenway of $165.4 million resulted in a $5.7 million decrease in the DTL. In the prior year, a DTL of $14.2 million was recognised on intangible assets resulting from acquisition of the remaining 30% equity interest in Warnow Tunnel. 74 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS 2.5 Segment information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision makers are responsible for allocating resources and assessing performance of the operating segments. 2.5.1 Description of segments Management has determined the operating segments based on the reports reviewed by the Boards. The Boards do not manage the day-to-day activities of the business. The directors have appointed a management team to run and manage the ongoing operations of the business. Management considers the business from the aspect of each of the businesses and have identified four operating segments for Atlas Arteria and one operating segment for the ATLAX Group. The segments of Atlas Arteria are the investments in APRR, ADELAC, Dulles Greenway and Warnow Tunnel. The only segment for the ATLAX Group is the investment in Dulles Greenway. 2.5.2 Segment information The proportionally consolidated segment information for the reportable segments for the year ended 31 December 2019, based on Atlas Arteria’s economic ownership interest is as follows: ALX Year ended APRR $’000 ADELAC $’000 Dulles Greenway $’000 Warnow Tunnel $’000 Total ALX $’000 Total ATLAX $’000 Segment revenue 31-Dec-19 1,051,601 Segment expenses Segment EBITDA EBITDA margin 31-Dec-18 1,002,663 31-Dec-19 31-Dec-18 31-Dec-19 31-Dec-18 31-Dec-19 31-Dec-18 (276,836) (262,489) 774,765 740,174 74% 74% 22,901 22,184 (4,164) (3,874) 18,737 18,310 82% 83% 129,088 121,800 (24,556) (22,772) 104,532 99,028 81% 81% 22,063 1,225,653 15,618 1,162,265 (5,441) (3,697) 16,622 11,921 75% 76% (310,997) (292,832) 914,656 869,433 75% 75% 17,340 16,361 (3,299) (3,059) 14,041 13,302 81% 81% The segment revenue disclosed in the table above primarily relates to toll revenue generated by the businesses from external customers. The segment expenses disclosed in the table above relate directly to costs associated with the operation of that segment. The segment assets and liabilities are disclosed in note 3.2.3 with the exception of Warnow Tunnel whose assets are $212.5 million (2018: $221.0 million) and liabilities are $219.4 million (2018: $225.0 million). A reconciliation of the Groups’ segment revenue and EBITDA to its total revenue and profit from operations before income tax is provided as follows: Reconciliation of segment revenue to revenue Segment revenue Revenue attributable to non-consolidated investments Construction revenue from road development activities Unallocated revenue and other income Total revenue and other income from operations Reconciliation of segment EBITDA to profit/(loss) from operations before income tax Segment EBITDA EBITDA attributable to non-consolidated investments Construction expense from road development activities Impairment of Dulles Greenway expense Unallocated revenue Unallocated expenses Finance costs Share of net profits/(losses) of investments accounted for using the equity method (Loss)/profit from operations before income tax ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 1,225,653 1,162,265 (1,074,502) (1,036,064) 16,557 7,484 – 19,786 175,192 145,987 17,340 (17,340) – 10,095 10,095 16,361 (16,361) – 5,764 5,764 914,656 (793,502) (16,557) (165,429) 7,484 (108,241) (112,311) 254,874 (19,026) 869,433 (766,738) 14,041 (14,041) 13,302 (13,302) – – 19,786 (198,952) (108,920) 246,141 60,750 – – 10,095 (16,053) (37) (20,907) (26,902) – – 5,764 (17,795) – (4,801) (16,832) ATLAS ARTERIA ANNUAL REPORT 2019 | 75 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE 3 Cash and investments 3.1 Cash, cash equivalents and restricted cash Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short term and highly liquid investments that are readily convertible to cash with insignificant risk of changes in value. Restricted cash includes funds held in escrow, funds backing guarantees or amounts otherwise not available to meet short term commitments of the Groups and is classified as a non-current asset. Current Cash and cash equivalents (a) Non-current Restricted cash ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 1,450,221 1,450,221 186,468 186,468 48,612 48,612 12,461 12,461 253,904 253,904 203,961 203,961 – – – – (a) At 31 December 2019, cash on hand includes $1,324.2 million of proceeds from the Equity Raise which will be used to fund the APRR Transaction which is expected to complete in early March 2020. 3.1.1 Cash and cash equivalents During the year cash on hand was held in bank accounts earning money market rates of interest between nil and 2.51% (2018: nil to 2.52%) per annum. Cash equivalents include TRIP II’s money market deposits which mature within 30 days and paid interest between 1.37% and 2.44% (2018: 2.32% to 2.56%) per annum. 3.1.2 Restricted cash This comprises funds held in escrow pursuant to the TRIP II bond indenture agreements, Warnow Tunnel loan agreements and cash-backed guarantees provided in relation to Warnow Tunnel. Discussion of the Groups’ policies concerning the management of credit risk can be found in Note 5.4.4. 76 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS 3.2 Investments accounted for using the equity method Associates Associates are entities over which the Groups have significant influence but not control. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost. The Groups’ investment in associates includes the fair value of goodwill (net of any accumulated impairment loss) identified on acquisition. The Groups’ share of their associates’ post-acquisition profits or losses is recognised in profit or loss. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates reduce the carrying amount of the investment. When the Groups’ share of losses in an associate equals or exceeds its interest in the associate, including any long term interests that, in substance, form part of the Groups’ net investment in the associate, the Groups do not recognise further losses, unless they have incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the Groups and their associates are eliminated to the extent of the Groups’ interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Groups. Joint arrangements Investments in joint arrangements are classified as either joint operations or joint ventures depending upon the contractual rights and obligations each investor has, and the legal structure of the joint arrangement. The Groups have no joint operations in the current year and have previously accounted for joint ventures using the equity method. Impairment of assets and reversal of impairment An investment accounted for using the equity method is assessed for impairment whenever there are indications that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount of the asset is determined as the higher of the fair value less costs of disposal and the value in use. If it is not possible to determine a recoverable amount for the individual assets, the assets are assessed together in the smallest group of assets which generate cash inflows that are largely independent of those from other assets or groups of assets. Discounted cash flow analysis is the methodology applied in determining recoverable amount. Discounted cash flow analysis is the process of estimating future cash flows that are expected to be generated by an asset and discounting these to their present value by applying an appropriate discount rate. The discount rate applied to the cash flows of a particular asset is reflective of the uncertainty associated with the future cash flows. Periodically, independent traffic forecasting experts provide a view on the most likely level of traffic to use the toll road having regard to a wide range of factors including development of the surrounding road network and economic growth in the traffic corridor. Assets (other than goodwill) that have suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. An impairment loss is reversed if the recoverable amount of an asset is more than its carrying value. AASB 136 Impairment of Assets states that impairment losses shall be reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised and the estimated service potential of the asset has increased. The impairment loss is not reversed just because of the passage of time, even if the recoverable amount of the asset becomes higher than its carrying value. Investment in associates and joint venture – equity method 1,423,265 1,569,970 144,589 164,644 ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 ATLAS ARTERIA ANNUAL REPORT 2019 | 77 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE Information relating to associates and joint arrangements is set out below: 3.2.1 Carrying amounts Country of Incorporation/ Principal Place of Business Name of Entity (a) MAF2 (b), (c) Luxembourg TRIP II (d), (e) USA USA USA Chicago Skyway Partnership (‘CSP’) (f) Indiana Toll Road Partnership (‘ITRP’) (g) Principal Activity Investment in toll road network located in the east of France (APRR) Investment in toll road located in northern Virginia, USA Former owner of an investment in toll road located south of Chicago, USA Former owner of an investment in toll road located in northern Indiana, USA ALX Economic interest As at 31 Dec 2019 and 31 Dec 2018 % ALX As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 ATLAX Economic Interest As at 31 Dec 2019 and 31 Dec 2018 % ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 50.0/50.0 1,423,248 1,569,953 -/- – – -/- – – 13.4/13.4 144,572 164,627 50.0/50.0 14 14 50.0/50.0 14 14 49.0/49.0 3 3 49.0/49.0 3 3 1,423,265 1,569,970 144,589 164,644 (a) All associates and joint arrangements have 31 December year end reporting requirements except for MAF2 which has a 31 March year end. (b) Atlas Arteria’s investment in MAF2 is classified as an associate as any decision made with regard to the relevant activities requires 85% of the voting members to proceed. (c) The ATLIX Group has executed agreements to acquire a further 12.28% economic interest in MAF2 as a result of the APRR Transaction. (d) The ATLAX Group has a 13.4% interest in TRIP II, the concessionaire for Dulles Greenway is accounted for as an equity accounted associate. Atlas Arteria has a 100% estimated economic interest in TRIP II after combining ATLAX Group’s 13.4% equity interest with ATLIX Group’s 86.6% economic interest. Accordingly, TRIP II is accounted for as subsidiary of Atlas Arteria. (e) TRIP II is in ‘lockup’ under its debt documents, meaning that it is currently unable to make distributions to Atlas Arteria or the ATLAX Group. (f) At 31 December 2019, Atlas Arteria legally owned a 50% equity interest in CSP, the former owner of the Chicago Skyway Toll Road, but was no longer exposed to any variable returns from the ongoing operation of the toll road. The small residual investment balance represents cash left in CSP for payment of expenses. (g) At 31 December 2019, Atlas Arteria legally owned a 49% equity interest in ITRP, the former owner of the Indiana Toll Road, but was no longer exposed to any variable returns from the ongoing operations of the toll road. The small residual investment balance represents cash left in ITRP for payment of expenses. 78 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS3.2.2 Movement in carrying amounts ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Carrying amount at the beginning of the year 1,569,970 1,483,337 164,644 153,110 Adjustment on adoption of AASB 16 (refer note 7.5.5) Share of profits/(losses) after income tax Distributions received/receivable Gain on revaluation of joint venture/associate Derecognition of joint venture/associate Foreign exchange movement Impairment of asset (a) – 254,874 (375,722) – – (25,857) – – 246,141 (249,417) 13,470 (13,470) 89,909 – Carrying amount at the end of the year 1,423,265 1,569,970 (220) (4,401) – (4,801) – – – – – – 941 16,335 (16,375) 144,589 – 164,644 (a) Impairment of Dulles Greenway includes an impairment of $22.1 million (refer to notes 4.1 & 4.2) offset by the impact of the deferred tax liability $5.7 million 3.2.3 Summarised financial information for material associates The following tables summarise financial information for those associates that are material to the Atlas Arteria and ATLAX Group. The information disclosed reflects the amounts presented in the Financial Reports of those relevant entities and not Atlas Arteria’s or ATLAX Group’s share of those amounts. Additional disclosures at the end of the tables reflect the adjustments required for relevant disclosure in the Atlas Arteria or ATLAX Group accounts. Summarised Statement of Financial Position Total current assets Total non-current assets Total current liabilities Total non-current liabilities Net assets Reconciliation to carrying amounts: Opening net assets Profit/(loss) for the year Distributions paid Foreign exchange and other equity movements Closing net assets Atlas Arteria’s share in % Atlas Arteria’s share of net assets in $ ATLAX Group’s share in % ATLAX Group’s share of net assets in $ Atlas Arteria’s carrying amount Impairment of asset (b) ATLAX Group’s carrying amount MAF2 (a) TRIP II As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 1,683,670 1,098,238 79,173 117,034 9,420,390 9,721,036 2,631,409 2,603,485 (2,843,063) (1,870,916) (72,243) (83,568) (6,378,327) (7,064,727) (1,440,195) (1,411,403) 1,882,670 1,883,631 1,198,144 1,225,548 1,883,631 1,778,233 1,225,548 1,139,729 509,666 (751,322) 240,695 492,192 (498,753) 111,959 (32,763) (35,774) – – 5,359 121,593 1,882,670 1,883,631 1,198,144 1,225,548 50.0% 50.0% 941,487 941,967 – – – – – – – – 13.4% 13.4% 160,947 164,627 1,423,248 1,569,953 – – – – – (16,375) 144,572 – – 164,627 (a) MAF2 proportionately consolidates the results of APRR. (b) Impairment of Dulles Greenway includes an impairment of $22.1 million (refer to notes 4.1 & 4.2) offset by the impact of the deferred tax liability $5.7 million. ATLAS ARTERIA ANNUAL REPORT 2019 | 79 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCESummarised Statement of Comprehensive Income Revenue Profit/(loss) for the year Atlas Arteria’s share ATLAX Group’s share Atlas Arteria’s distributions received ATLAX Group’s distributions received (a) MAF2 proportionately consolidates the results of APRR. MAF2 (a) TRIP II Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 2,451,248 2,313,925 509,666 254,874 – 492,192 246,136 145,645 (32,763) – 121,736 (35,774) – – (4,401) (4,806) 375,722 249,417 – – – – – – 3.2.4 Share of losses not brought to account attributable to immaterial associate Share of losses not brought to account attributable to immaterial associate and joint venture Balance at the beginning of the year Derecognition of joint venture Share of profits/(losses) brought to account Share of profits/(losses) not brought to account Balance at the end of the year ALX (a) ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 – – – – – (24,816) 24,376 2 438 – – – – – – (2) – 2 – – (a) Includes Chicago Skyway Partnership and Indiana Toll Road Partnership. Residual investment balance represents cash left in these structures for the payment of expenses. 80 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS4 Other balance sheet assets and liabilities 4.1 Intangible assets – Tolling concessions Intangible assets – Tolling concessions Tolling concessions are intangible assets and represent the right to levy tolls in respect of controlled motorways. Tolling concessions relating to the non-controlled investments are recognised as a component of the investments accounted for using the equity method. Tolling concessions have a finite useful life by the terms of the concession arrangement and are carried at cost which represents the fair value of the consideration paid on acquisition less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost of tolling concessions over their estimated useful lives which are as follows: Dulles Greenway Warnow Tunnel APRR ADELAC Estimated useful life Amortisation basis Period to February 2056 Period to September 2053 Period to November 2035 Period to December 2060 Straight line basis Straight line basis Straight line basis Straight line basis There has been no change to the estimated useful life during the year. In relation to APRR and ADELAC, the tolling concessions in relation to these non-controlled investments are not recognised on the statement of financial position but instead form part of investments accounted for using the equity method. The amortisation of tolling concessions in relation to these non-controlled investments is included in the share of net profit of investments accounted for using the equity method. Impairment Tolling concessions with a finite useful life are assessed for impairment whenever there are indications that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Refer to note 3.2 for additional detail on the accounting policy for impairment of assets and reversal of impairment. Balance at the beginning of the year Acquisition cost (a) Amortisation of tolling concession Impairment of tolling concession (b) Foreign exchange movement Balance at the end of the year ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 2,578,434 2,189,724 16,557 (69,273) (99,401) 12,281 214,772 (61,768) – 235,706 2,438,598 2,578,434 – – – – – – – – – – – – (a) In the current year, $16.6 million was recognised on the DTR connector project (refer also to note 2.1 for the construction revenue policy). In the prior year, a tolling concession of $214.8 million was recognised following the acquisition of the remaining 30% equity interest in Warnow Tunnel. (b) An impairment charge of $165.4 million was taken as an expense on Dulles Greenway, comprising $99.4 million tolling concession impairment expense and $66.0 million goodwill impairment expense (refer to note 4.2). ATLAS ARTERIA ANNUAL REPORT 2019 | 81 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE4.2 Goodwill Goodwill Goodwill represents the excess of the consideration paid over the fair value of the identifiable net assets of the acquired entity at the date of acquisition. Goodwill arising from business combinations is included on the face of the statement of financial position. Goodwill arising from acquisitions of associates is included in the carrying amount of investments in associates. Impairment Goodwill is not subject to amortisation but is tested annually for impairment, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amount of a cash generating unit (‘CGU’) is determined based on fair value less costs of disposal calculations which require the use of assumptions. The calculations use detailed cash flow projections covering the remaining concession life of the CGU. Refer to note 3.2 for additional detail on the accounting policy for impairment Balance at the beginning of the year Acquisition cost (b) Impairment on Goodwill in Dulles Greenway (a) Foreign exchange movement Balance at the end of the year ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 79,390 – (66,028) 692 14,054 58,726 14,193 – 6,471 79,390 – – – – – – – – – – (a) An impairment charge taken over Dulles Greenway of $165.4 million has been recognised as an expense, comprising $99.4 million tolling concession impairment expense (refer to note 4.1) and $66.0 million goodwill impairment expense. (b) In the prior year, goodwill of $14.2 million was recognised as a result of the deferred tax liability calculated on concession rights value following the acquisition of the remaining 30% equity interest in Warnow Tunnel. Key assumptions used for fair value less costs of disposal calculations at 31 December 2019 – Dulles Greenway Assumption Approach used to determine values Traffic volume Based on historic trends and the Groups’ internal long-term traffic forecasting models. Long term CPI (% annual growth) Average toll (% annual growth) Traffic forecasts for Dulles Greenway are based on assumptions of long-term traffic growth broadly in line with economic development and population growth within its catchment area. Based on the Groups’ long-term internal forecasts and independent third-party projections, long term CPI rates are forecast to grow by between 2.2% and 2.3%. Based on current regulation and the Groups’ long-term internal forecasts. Toll rates for Dulles Greenway were determined by decisions of the State Corporations Commission (SCC) from the road’s inception until 31 December 2012. From 1 January 2013 to 1 January 2020, toll rates for Dulles Greenway were determined by a legislated formula that specified that rates would increase annually at the highest of CPI+1%, real GDP or 2.8%. From 2020, the SCC will again determine the rates under the legislative framework that was used pre-2013. A rate new case was submitted to the SCC on 19 December 2019. The Groups’ long-term assumption forecasts toll rates to escalate in a range within the historical experience from inception to 1 January 2020. However, historical results provide no guarantee as new legislation or regulatory decisions could impact future outcomes. Post-tax discount rate Detailed cash flows were discounted using an equity discount rate of 8.5%. The discount rate is based on a number of factors including, but not limited to, the asset’s nature of operations, regulatory environment, macroeconomic conditions, risk profile and observed market prices for similar transactions. The assets and liabilities associated with the CGU were initially recognised in Atlas Arteria’s balance sheet at their fair values on the dates on which Atlas Arteria achieved control of the CGU. As part of the half year reporting for 30 June 2019, the Boards of ATLIX and ATLAX decided to impair their respective investments in Dulles Greenway by a total of US$115.0 million ($165.4 million). These decisions took into account the operating performance of Dulles Greenway combined with a more conservative outlook for traffic growth than that taken in prior periods. With upgrades to surrounding roads, traffic has taken longer than previously expected to reflect the population growth and economic development in the area and in the first half of the year the Dulles Greenway saw the impact on its traffic from toll increases at the DTR. The impairment was a point in time assessment for 30 June 2019 (refer to notes 4.1 and 4.2), and an impairment test conducted for 31 December 2019 has concluded that no further impairment is necessary as the recoverable amount approximates the carrying amount. The assumptions used in the fair value less costs of disposal calculation are measured at Level 3 in the fair value hierarchy (refer to note 5.4 for additional detail on the fair value hierarchy). 82 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS4.3 Other assets Receivables Receivables are initially recognised at fair value and subsequently measured at amortised cost because their cash flows represent solely payments of principal and interest. Interest income from loans and receivables is recognised on an accruals basis. Receivables are generally received within 30 days of becoming due and receivable. A provision is raised for any doubtful debts based on a review of all outstanding amounts at year end. Bad debts are written off in the year in which they are identified. Impairment Atlas Arteria and the ATLAX Group assess, on a forward-looking basis, the expected credit losses associated with their loan assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. Atlas Arteria and the ATLAX Group use judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Groups’ past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Current Receivables from related parties Less: Loss allowance Prepayments Tax receivable Trade Receivables and other assets (a) Total current other assets Non-current Receivables from related parties Less: Loss allowance Prepayments Other assets Total non-current other assets ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 – – 987 129 142,274 143,390 – – 103 145 248 – – 723 279 1,493 2,495 – – 120 199 319 1,733 46,510 (8) 172 129 68 (108) 125 279 531 2,094 47,337 – – 51 – 51 8,232 (18) 60 – 8,274 (a) In July 2019, MAF2 declared a distribution to be funded by the redemption of shares. The total distribution to be paid to Atlas Arteria amounted to € 157.3 million ($253.2 million). € 71.3 million ($114.8 million) of this distribution was paid in September 2019, with the balance of the distribution to be paid in 2020. The Groups’ maximum credit exposure for receivables is the carrying value. Discussion of the Groups’ policies concerning the management of credit risk can be found in note 5.4. The fair value of receivables approximates their carrying values. ATLAS ARTERIA ANNUAL REPORT 2019 | 83 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE4.4 Other liabilities Payables and other liabilities Liabilities are recognised when an obligation exists to make future payments as a result of a purchase of assets or services, whether or not billed. Trade creditors are generally settled within 30 days. Provisions Provisions are recognised when: the Groups have a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligations; and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Employee benefits Liabilities for salaries, including non-monetary benefits and leaves that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. This balance is captured under sundry creditors and accruals. Current Manager and adviser fees payable Provision for toll maintenance Sundry creditors and accruals Tax payables Lease liability (a) Total current other liabilities Non-Current Easement accruals (b) Provision for toll maintenance Lease liability (a) Total non-current other liabilities ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 5,285 2,543 14,572 2,478 1,049 25,927 9,063 14,987 8,288 2,521 – 34,859 – 11,571 14,752 19,598 34,350 – – 11,571 90 – 3,111 – 176 3,377 – – 1,756 1,756 471 – 2,905 22 – 3,398 – – – – (a) AASB 16 Leases became applicable for the current reporting period and the Groups changed their accounting as a result of adopting AASB 16 Leases. (b) TRIP II has an agreement with the Metropolitan Washington Airports Authority (‘MWAA’) for easements over Washington Dulles International Airport property necessary to construct, operate and maintain the toll road. The minimum annual payments are accrued using the straight-line method based upon the total minimum payments to be made over the term of the agreement. Additional payments may be due under the agreement should the toll road exceed certain specified traffic volumes. This has now been incorporated into the Lease Liability as a result of adopting AASB16 Leases. 84 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS5 Capital and risk management 5.1 Debt at amortised cost Financial liabilities Financial liabilities are initially recorded at fair value plus directly attributable transaction costs and thereafter at amortised cost using the effective interest method. ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 Current Non-recourse TRIP II bonds and accrued interest thereon (a) Non-recourse Warnow Tunnel borrowings and interest accrued thereon (b) Accrued interest on borrowings from financial institutions (c) Total current debt at amortised cost Non-current Non-recourse TRIP II bonds and accrued interest thereon (a) Non-recourse Warnow Tunnel borrowings and interest accrued thereon (b) Borrowings from financial institutions (c) Total non-current debt at amortised cost 41,301 3,880 – 73,595 3,696 31 45,181 77,322 1,397,502 1,356,286 172,932 558,894 180,730 564,946 2,129,328 2,101,962 – – – – – – – – – – – – – – – – (a) Non-recourse TRIP II bonds The Atlas Arteria consolidated financial statements incorporate bonds raised by TRIP II to finance the construction of infrastructure assets. These bonds are non-recourse beyond the TRIP II assets and Atlas Arteria has no commitments to provide further debt or equity funding to TRIP II in order to meet these liabilities. All of these bonds are in the form of fixed interest rate senior bonds, with US$35.0 million of current interest bonds and US$1,018.4 million of zero coupon bonds with maturities extending to 2056. (b) Non-recourse Warnow Tunnel borrowings The Atlas Arteria consolidated financial statements incorporate borrowings raised by Warnow Tunnel to finance the construction of infrastructure assets. These borrowings are non-recourse beyond the Warnow Tunnel assets and Atlas Arteria has no commitments to provide further debt or equity funding to Warnow Tunnel in order to meet these liabilities. The borrowings are payable in three tranches with maturities extending to 2053. (c) Borrowings from financial institutions On 31 May 2018, Atlas Arteria repaid the previous APRR asset finance facility of € 150.0 million using a new APRR facility of € 350.0 million negotiated with revised terms. On 4 June 2018, a portion of the additional proceeds were used to repay the US$175.0 million Dulles Greenway asset finance facility along with accrued interest up to that date. The new APRR facility has a maturity of 2024 with margins as set out below: − From 24 Oct 2019 to 23 Oct 2022: 2.25% − From 24 Oct 2022 to 23 Oct 2023: 2.75% − From 24 Oct 2023 to 23 Oct 2024: 3.25% Atlas Arteria incurred upfront issue costs of € 4.0 million ($6.2 million) on the APRR finance facility, of which, € 1.8 million ($2.8 million) has been amortised in the year ended 31 December 2019 (2018: € 1.8 million ($2.8 million)). Prior year costs also included amortisation costs associated with the facilities refinanced in 2018. ATLAS ARTERIA ANNUAL REPORT 2019 | 85 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE5.2 Contributed equity Ordinary shares Contributed equity On issue at the beginning of the year Issue of Short term incentive (‘STI’) securities Application of performance fees to subscription for new securities Issue of securities Transaction costs associated with issue of securities Capital return (refer to note 2.2) On issue at the end of the year Attributable to ATLIX equity holders Attributable to ATLAX equity holders As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 3,275,591 1,995,994 3,275,591 1,995,994 187,571 187,571 197,311 197,311 1,995,994 1,911,877 197,311 268,334 791 – – 84,117 1,304,255 (25,449) – – – – 3,275,591 1,995,994 27 – 45,745 (2,217) (53,295) 187,571 – 6,186 – – (77,209) 197,311 During the year ended 31 December 2019, the Groups undertook a $1,350.0 million Equity Raise, comprising a $451.9 million institutional placement and a 4 for 21 accelerated pro-rata non-renounceable entitlement offer of $898.1 million. The Equity Raise resulted in the issuance of 195.7 million new ordinary stapled securities. The new stapled securities were issued at a price of $6.90 per security and the entitlement offer was fully subscribed. During the year ended 31 December 2018, $90.3 million of the full 2018 performance fee, the second and third instalments of the 2017 performance fee and the third instalment of June 2016 performance fee were applied to a subscription for new ATLAX and ATLIX securities, the remaining $25.0 million of performance fees were settled in cash. On 16 August 2019, 107,575 stapled securities were issued to fulfil short term incentive (‘STI’) requirements. These were valued at $7.605 per security, however they have been issued at zero cost and are subject to a holding lock until the vesting date. On issue at the beginning of the year Issue of STI Securities Application of performance fees to subscription for new securities Issue of securities On issue at the end of the year Attributable to ATLIX equity holders Attributable to ATLAX equity holders As at 31 Dec 2019 As at 31 Dec 2018 As at 31 Dec 2019 As at 31 Dec 2018 Number of shares ‘000 Number of shares ‘000 Number of shares ‘000 Number of shares ‘000 683,265 669,789 683,265 669,789 108 – 195,652 879,025 – 13,476 – 683,265 108 – 195,652 879,025 – 13,476 – 683,265 Ordinary shares in ATLIX and in ATLAX Each fully paid stapled security confers the right to vote at meetings of securityholders, subject to any voting restrictions imposed on a securityholder under the Corporations Act 2001 in Australia, Companies Act in Bermuda and the ASX Listing Rules. On a show of hands, every securityholder present in person or by proxy has one vote. On a poll, every securityholder who is present in person or by proxy has one vote for each fully paid share in respect of ATLIX and one vote for each fully paid share in respect of ATLAX. The directors of ATLIX and ATLAX may declare distributions which are appropriate given the financial position of ATLIX and ATLAX. If ATLIX and ATLAX are wound up, the liquidator may, with the sanction of an extraordinary resolution and any other requirement of law, divide among the securityholders in specie or in kind the whole or any part of the assets of ATLIX and ATLAX. 86 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS5.3 Reserves Share-based payments Share-based compensation benefits are provided to employees via the STI Plan and the long term incentive (‘LTI’) Plan. Securities (equal to 50% of the value awarded) are only issued under the STI plan if performance conditions are met. Securities issued under the STI Plan are time contingent and are issued in restricted securities on terms determined by the Boards. The share based STI Plan is recognised as an employee expense with a corresponding increase in equity. The total amount to be expensed is determined based on the probability of the vesting being met. The fair value of performance rights granted under the LTI Plan is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the performance rights granted including the market performance conditions and the number of equity instruments expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, Atlas Arteria and the ATLAX Group revise their estimates of the number of performance rights that are expected to vest based on service conditions and recognise the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. Hedging The hedging reserve includes the cash flow hedge reserve (see note 5.4 for details). The cash flow hedge reserve is used to recognise the effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges. Amounts are subsequently transferred to the initial cost of the investment. Balance of reserves Foreign currency translation reserve Hedging reserve (see note 5.4.2) Other reserve Balance at the end of the year Movements of reserves Foreign currency translation reserve Balance at the beginning of the year Net exchange differences on translation of foreign controlled entities Transfer to accumulated losses (a) Balance at the end of the year Hedging reserve Balance at the beginning of the year Change in fair value the cash flow hedges (see note 5.4.2) Balance at the end of the year Other reserve Balance at the beginning of the year Other equity transactions Employee share performance rights (b) Balance at the end of the year Attributable to ATLIX equity holders Attributable to ATLAX equity holders As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 180,846 (25,287) 1,339 190,155 (6,688) (7,669) – – – 46 – 141 156,898 190,155 (6,642) (7,528) Attributable to ATLIX equity holders Attributable to ATLAX equity holders As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 190,155 (9,309) – 28,122 161,955 78 (7,669) 981 – (24,216) 16,547 – 180,846 190,155 (6,688) (7,669) – (25,287) (25,287) – – 1,339 1,339 – – – – – – – – – – 141 – (95) 46 – – – – – 141 141 (a) During the year ended 31 December 2018, foreign exchange translation gains in ATLIX Group of $0.1 million were transferred to accumulated losses from foreign currency translation reserves following the acquisition of the remaining 30% interest of Warnow Tunnel. These transfers arose as the increase in investment is treated as a disposal of the existing interest in joint venture. (b) Expenses arising from share based benefits relating to STI’s & LTI’s attributable to ATLIX equity holders as at 31 December 2019: $1.3 million (31 December 2018: $Nil). Expenses arising from share based benefits relating to STI’s & LTI’s attributable to ATLAX equity holders as at 31 December 2019: $(0.1) million (31 December 2018: $0.1 million). ATLAS ARTERIA ANNUAL REPORT 2019 | 87 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE5.4 Financial risk and capital management 5.4.1 Financial risk management The Groups’ activities expose them to a variety of financial risks: market risk (including foreign exchange risk and fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk. The Groups’ overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on financial performance of the Groups. The Groups use derivative financial instruments such as foreign exchange contracts to hedge certain risk exposures. The Risk Management Policy and Framework is implemented by management under policies approved by the Boards. Management identifies, quantifies and qualifies financial risks and provides written principles for overall risk management, as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial instruments and investing excess liquidity. 5.4.2 Derivatives The Groups have the following derivative financial instruments in the balance sheet: Current assets Interest rate caps Total current derivative financial instrument assets Current liabilities Foreign currency forwards – cash flow hedge Interest rate swaps Non-current liabilities Interest rate swaps Total derivative financial instrument liabilities ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 – – 30,581 3,187 12,803 46,571 2,900 2,900 – 3,108 13,495 16,603 – – – – – – – – – – – – Classification of derivatives Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedge accounting criteria, they are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. Further information about the derivatives used by the Groups is provided in note 5.4.3 below. Fair value measurement From time to time, the Groups enter into forward exchange contracts. Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether or not derivatives are designated as hedge accounting relationships. If hedge accounting is not designated, any changes in their fair value are recognised immediately in the Consolidated Statement of Comprehensive Income. Hedging Reserves The Groups’ hedging reserves disclosed in note 5.3 relate to the following hedging instruments: Cash flow hedge reserve Forward exchange contracts $’000 Total hedge reserves $’000 – – 25,287 25,287 25,287 25,287 Opening balance 1 January 2019 Add: Change in fair value of the hedging instrument recognised in other comprehensive income for the year Closing balance 31 December 2019 88 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTSAmounts recognised in the profit or loss The following amounts were recognised in profit or loss in relation to the hedge ineffectiveness of the FX Forward Contract designated in a cash flow hedge relationship: ALX ATLAX Group As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 Hedge ineffectiveness of foreign currency forwards – amount recognised in other (losses)/gains (5,294) – – – Hedge effectiveness Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. For hedges of foreign currency purchases, the Groups enter into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item. The Groups therefore perform a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Groups use the hypothetical derivative method to assess effectiveness. In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast transaction changes from what was originally estimated, or if there are changes in the credit risk of ATLIX or the derivative counterparty. Deal contingent foreign exchange forward contract ATLIX entered into the FX Forward Contract on 20 November 2019. This is a cash flow hedge intended to mitigate foreign exchange risk associated with € 711.0 million expected future payments on completion of the APRR Transaction. As the cash flow on settlement of the FX Forward Contract matches the cash flow required by and is contingent upon the settlement of the APRR Transaction there is an economic relationship. Hedge ineffectiveness for the FX Forward Contract occurs due to the premium embedded for the contingent component associated with settlement for the APRR Transaction. Settlement took place on 24 February 2020. Under the terms of the FX Forward Contract, € 710.0 million was purchased at a EUR:AUD exchange rate of 1.6449. This includes a deal contingency charge of which $5.3 million was recognised during the year, which represents 0.45% of the total sum payable under the FX Forward Contract. Due to the premium embedded in the FX Forward Contract an ineffectiveness is noted in the hedge. ATLAS ARTERIA ANNUAL REPORT 2019 | 89 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE5.4.3 Market risk Foreign exchange risk Foreign exchange risk arises when recognised assets and liabilities and future commercial transactions are denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. The Groups operate internationally and are exposed to foreign exchange risk mainly arising from currency exposures to the Euro (‘EUR’) and United States Dollar (‘USD’). The Groups do not hedge the foreign exchange exposure on overseas investments. Financial instruments are converted to Australian Dollars (‘AUD’) at the rate of exchange ruling at the financial reporting date. Derivative instruments are valued with reference to forward exchange rates from the year end to settlement date, as provided by independent financial institutions. In assessing foreign exchange risk, management has assumed the following possible movements in the AUD: − AUD/EUR exchange rate increased/decreased by 5 Euro cents (2018: 6 Euro cents) − AUD/USD exchange rate increased/decreased by 7 US cents (2018: 8 US cents) − AUD/GBP exchange rate increased/decreased by 6 UK pence (2018: 6 UK pence) The below tables display the amounts for financial instruments that would be recognised in profit or loss or directly in equity if the movements in foreign exchange rates as outlined above occur. The Groups’ management have determined the above movements in the AUD to be a reasonably possible shift following analysis of foreign exchange volatility for relevant currencies over the last five years. Appreciation in Australian Dollar Depreciation in Australian Dollar Foreign exchange risk ALX P&L 2019 $’000 P&L 2018 $’000 Equity 2019 $’000 Equity 2018 $’000 Total financial assets (a) (721) (1,185) Total financial liabilities (b) Total 21 (700) 89 (1,096) – – – – – – P&L 2019 $’000 858 (26) 832 P&L 2018 $’000 1,448 (112) 1,336 Equity 2019 $’000 Equity 2018 $’000 – – – – – – Foreign exchange risk Appreciation in Australian Dollar Depreciation in Australian Dollar P&L 2019 $’000 (3) 4 1 P&L 2018 $’000 (21) 32 11 Equity 2019 $’000 Equity 2018 $’000 – – – – – – P&L 2019 $’000 4 (5) (1) P&L 2018 $’000 27 (40) (13) Equity 2019 $’000 Equity 2018 $’000 – – – – – – ATLAX Group Total financial assets (a) Total financial liabilities (b) Total (a) Financial assets include cash, cash equivalents, restricted cash, receivables and derivative financial instruments. (b) Financial liabilities include payables, debt at amortised cost and derivative financial instruments. Interest rate risk The Groups have no significant interest bearing assets and liabilities whose fair value is significantly impacted by changes in market interest rates. In assessing interest rate risk, management has assumed the following movements in the identified interest rates: − Bank bill swap reference rate (AUD BBSW 90 days) increased/decreased by 58 bps (2018: 34 bps) − Bank bill swap reference rate (EURIBOR 90 days) increased/decreased by 10 bps (2018: 13 bps) − Bank bill swap reference rate (USD LIBOR 90 days) increased/decreased by 56 bps (2018: 39 bps) − Bank bill swap reference rate (GBP LIBOR 90 days) increased/decreased by 21 bps (2018: 19 bps) − Bank bill swap reference rate (EURIBOR 6 months) increased/decreased by 11 bps (2018: 13 bps) − Bank bill swap reference rate (AUD BBSW 6 months) increased/decreased by 57 bps (2018: 33 bps) 90 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTSThe below tables display the amounts for financial instruments that would be recognised in profit or loss or directly in equity if the above interest rate movements occur. The Groups’ management have determined the above movements in interest rates to be a reasonably possible shift following analysis of the interest spreads of comparable debt instruments over the past five years. ALX P&L 2019 $’000 Total financial assets 8,275 Total financial liabilities Total ATLAX Group Total financial assets Total financial liabilities Total (766) 7,509 P&L 2019 $’000 281 – 281 Increase in interest rates Decrease in interest rates Interest rate risk P&L 2018 $’000 643 (998) (355) Equity 2019 $’000 Equity 2018 $’000 – – – – – – P&L 2019 $’000 (8,275) 766 (7,509) P&L 2018 $’000 (643) 998 355 Equity 2019 $’000 Equity 2018 $’000 – – – – – – Increase in interest rates Decrease in interest rates Interest rate risk P&L 2018 $’000 219 – 219 Equity 2019 $’000 Equity 2018 $’000 – – – – – – P&L 2019 $’000 (281) – (281) P&L 2018 $’000 (219) – (219) Equity 2019 $’000 Equity 2018 $’000 – – – – – – 5.4.4 Credit risk Potential areas of credit risk consist of deposits with banks and financial institutions as well as receivables from associates and governments. The Groups limit their exposure in relation to cash balances by only dealing with well-established financial institutions of high-quality credit standing. With the exception of the transactions between ATLIX and ATLAX, the Groups transact with independently rated parties with appropriate minimum short-term credit ratings. The Boards set exposure limits to financial institutions and these are monitored on an ongoing basis. Sound credit risk management involves prudently managing the risk and reward relationship and controlling and minimising credit risks across a variety of dimensions, such as quality, concentration, maturity and security. The below table sets out the balances within the Groups and the ATLAX Group that may be subject to credit risk. 2019 Cash and cash equivalents Restricted cash Receivables – current Tax receivables Derivative financial instruments Financial institutions $’000 1,450,221 253,904 – – – ALX Corporates and others $’000 Total $’000 Financial institutions $’000 ATLAX Group Corporates and others $’000 – – 142,274 129 – 1,450,221 48,612 253,904 142,274 129 – – – – – – – 1,801 129 – Total $’000 48,612 – 1,801 129 – Total 1,704,125 142,403 1,846,528 48,612 1,930 50,542 2018 Cash and cash equivalents Restricted cash Receivables – current Receivables – non-current Tax receivables Derivative financial instruments Total 186,468 203,961 – – – 2,900 393,329 Financial institutions $’000 ALX Corporates and others $’000 Total $’000 Financial institutions $’000 ATLAX Group Corporates and others $’000 Total $’000 12,461 – 47,041 8,232 279 – – – 1,493 – 279 – 186,468 203,961 1,493 – 279 2,900 12,461 – – – – – – – 47,041 8,232 279 – 1,772 395,101 12,461 55,552 68,013 ATLAS ARTERIA ANNUAL REPORT 2019 | 91 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEFinancial institutions The credit risk to financial institutions relates to cash held by and term deposits due from Australian and OECD banks. In line with the credit risk policies of the Groups these counterparties must meet a minimum Standard and Poor’s short-term credit rating of A-1 unless an exception is approved by the Boards. Corporates and others The Groups and ATLAX Group credit risk relates primarily to receivables from related parties and governments. These counterparties have a range of credit ratings. 5.4.5 Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Groups have a liquidity management policy which manages liquidity risk by monitoring the stability of funding, surplus cash or highly liquid cash assets, anticipated cash in and outflows and exposure to connected parties. The below table displays the forecast contractual undiscounted future cash outflows of the liabilities at balance date of the Groups and the ATLAX Group. Financial Liabilities 2019 Debt at amortised cost (a) Payables Derivatives Total 2018 Debt at amortised cost (a) Payables Derivatives Total ALX 1-2 years $’000 2-3 years $’000 3-5 years $’000 Greater than 5 years $’000 Total $’000 56,641 115,739 215,763 1,732,560 2,165,884 2,752 2,748 3,798 2,530 5,172 4,297 22,628 3,228 60,277 15,990 62,141 122,067 225,232 1,758,416 2,242,151 44,687 57,049 202,472 1,714,065 2,095,595 – 2,942 47,629 – 2,744 59,793 – 4,802 11,571 3,007 46,430 16,603 207,274 1,728,643 2,158,628 Less than 1 year $’000 45,181 25,927 3,187 74,295 77,322 34,859 3,108 115,289 (a) Includes consolidated debt held by TRIP II and Warnow Tunnel that is non-recourse to the Groups. Financial Liabilities 2019 Payables Total 2018 Payables Total ATLAX Group 1-2 years $’000 2-3 years $’000 3-5 years $’000 155 155 – – 166 166 – – 365 365 – – Less than 1 year $’000 3,377 3,377 3,398 3,398 Greater than 5 years $’000 1,070 1,070 – – Total $’000 5,133 5,133 3,398 3,398 92 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS5.4.6 Fair value measurement of financial instruments The fair value measurements of financial assets and liabilities are assessed in accordance with the following hierarchy. (i) Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities. (ii) Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and (iii) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable valuation input). The Groups have derivative financial instruments that are measured at fair value on a recurring basis. These instruments are entered to minimize potential variations in cash flows resulting from fluctuations in interest rates and foreign currency and their impact on its variable-rate debt and cash payments and receipts. The Groups do not enter into derivative instruments for any purpose other than economic interest rate and foreign currency hedging. That is, the Groups do not speculate using derivative instruments. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period. These instruments are measured at Level 2 hierarchy and are revalued using externally provided dealer quotes. The Groups’ policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. There were no transfers in the current year. The Groups do not measure any financial assets or financial liabilities at fair value on a non-recurring basis. Fair values of other financial instruments (unrecognised) The Groups also have a number of financial instruments which are not measured at fair value in the balance sheet. With the exception to those listed below, the fair values are not materially different to their carrying amounts as: the interest receivable/ payable is either close to current market rates; the instruments are short-term in nature, or the instruments have recently been brought onto the balance sheet and therefore the carrying amount approximated the fair value. The fair value of these financial instruments is determined using discounted cash flow analysis. The fair value of all financial assets (excluding Investments accounted for using the equity method) and financial liabilities approximated their carrying amounts at 31 December 2019. There is no debt at amortised cost in the ATLAX Group. Debt at amortised cost Non-recourse TRIP II bonds and accrued interest thereon Warnow borrowings and accrued interest thereon 5.4.7 Capital management The Groups capital management objectives are to: Carrying amount $’000 Fair value $’000 1,438,803 1,449,707 176,812 157,283 − Ensure sufficient capital resources to support the Groups’ business, operational and growth requirements − Safeguard the Groups’ ability to continue as a going concern − Balance distribution growth with long term sustainability Annual reviews of the Groups’ capital requirements are performed to ensure the Groups are meeting their objectives. Capital is defined as contributed equity plus reserves. The Groups do not have any externally imposed capital requirements at 31 December 2019 or 31 December 2018. ATLAS ARTERIA ANNUAL REPORT 2019 | 93 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE6 Group disclosures 6.1 Parent entity financial information Parent entity financial information The financial information for ATLIX and ATLAX for this disclosure has been prepared on the same basis as the Financial Reports, except as set out below: Investments in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the separate financial information of ATLIX and ATLAX. Tax consolidation legislation ATLAX and its wholly owned Australian controlled entities have implemented the tax consolidation legislation as of 2 February 2010. The head entity, ATLAX and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a standalone taxpayer in its own right. In addition to its own current and deferred tax amounts, ATLAX also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group. The entities have also entered into a tax funding agreement under which the wholly owned entities fully compensate ATLAX for any current tax payable assumed and are compensated by ATLAX for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to ATLAX under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly owned entities’ Financial Reports. The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as current amounts receivable from or payable to other entities in the ATLAX Group. Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly owned tax consolidated entities. Financial guarantees Where the parent entities have provided financial guarantees in relation to loans and payables of subsidiaries for no consideration, the fair values of these guarantees are accounted for as contributions and recognised as part of the cost of the investment. 6.1.1 Summary financial information In accordance with the Corporations Act 2001, the individual Financial Reports for ATLIX and ATLAX are shown in aggregate amounts below: Statement of Financial Position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Shareholder's equity Issued capital Reserves Retained earnings Total equity (Loss)/profit for the year Total comprehensive (loss)/income 94 | ATLAS ARTERIA ANNUAL REPORT 2019 ATLIX ATLAX As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 As at 31 Dec 2019 $’000 As at 31 Dec 2018 $’000 1,330,333 74,319 1,008,793 1,332,757 2,339,126 1,407,076 (16,904) (95,921) (112,825) (56,184) (8,232) (64,416) 52,731 75,095 127,826 (5,480) – 59,717 83,862 143,579 (2,894) – (5,480) (2,894) 3,275,591 1,995,994 187,571 197,311 (23,948) – (1,025,342) (653,334) 2,226,301 1,342,660 (221,674) (221,674) 80,085 80,085 46 (65,271) 122,346 (7,137) (7,137) 141 (56,767) 140,685 (10,983) (10,983) NOTES TO THE FINANCIAL REPORTS6.1.2 Guarantees entered into by the parent entities ATLIX and ATLAX have not directly provided any financial guarantees in respect to bank overdrafts and loans of subsidiaries as at 31 December 2019 and 31 December 2018. ATLIX and ATLAX have not given any unsecured guarantees at 31 December 2019 and 31 December 2018. However, financial guarantees are held by European Transport Investments (UK) Limited (‘ETI UK’), a subsidiary of ATLIX, in respect of external borrowings held by Warnow Tunnel. 6.1.3 Contingent liabilities of the parent entities Refer to note 7.2 for ATLIX and ATLAX’s contingent liabilities as at 31 December 2019 and 31 December 2018. 6.2 Acquisition of subsidiaries Business combinations The acquisition method of accounting is used to account for all business combinations other than those under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Groups. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs for consolidated entities are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Contingent consideration is subsequently remeasured to its fair value with changes recognised in the profit or loss. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition- date fair value of any previous equity interest in the acquiree over the fair value of the Groups share of the net identifiable assets acquired is recorded as goodwill. 6.3 Subsidiaries Subsidiaries Subsidiaries, other than those that ATLIX has been deemed to have directly acquired through stapling arrangements, are those entities over which the Groups are exposed to, or have the right to, variable returns from their involvement with the entity and have the ability to affect those returns through their power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. Where control of an entity is obtained during a financial year, its results are included in the Statement of Comprehensive Income from the date on which control commences. Where control of an entity ceases during a financial year, its results are included for that part of the year during which control existed and the subsidiary is deconsolidated from the date that control ceases. ATLAS ARTERIA ANNUAL REPORT 2019 | 95 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE6.3.1 ALX Name of controlled entity Atlas Arteria Limited ALX Infrastructure US Pty Limited (a) ALX Infrastructure Australia Pty Limited ALX Investments (Australia) Pty Limited Atlas Arteria Service Co Pty Limited (b) Green Bermudian Holdings Limited ALX Investments Limited MIBL Finance (Luxembourg) Sarl Atlas Arteria Luxembourg 1 Sarl (c) Tollway Holdings Limited (d) European Transport Investments (UK) Limited Tipperhurst Limited (e) Greenfinch Motorways Limited (f) MQA 125 Holdings, Inc. (g) ALX Indiana Holdings LLC ALX Holdings (US) LLC Dulles Greenway Partnership Dulles Greenway Investments 3 (US) LLC Shenandoah Greenway Corporation Toll Road Investors Partnership II, L.P. Warnowquerung GmbH & Co. KG (h) Warnowquerung Verwaltungsgesellschaft mbH (h) Country of establishment 2019 voting % 2018 voting % Australia Australia Australia Australia Australia Bermuda Bermuda Luxembourg Luxembourg UK UK UK UK USA USA USA USA USA USA USA Germany Germany 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 – 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 – 100.0 100.0 100.0 – 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 (a) Deregistered on 2 June 2019 (b) Incorporated on 7 January 2019 (c) Incorporated on 12 November 2019 (d) In liquidation (e) In liquidation (f) In liquidation (g) Liquidated on 7 December 2018 (h) On 20 September 2018, Atlas Arteria acquired the remaining 30% equity interest in Warnow Tunnel. Prior to this the Atlas Arteria’s investment in Warnow Tunnel was classified as a joint venture. 6.3.2 ATLAX Group Name of controlled entity Country of establishment 2019 voting % 2018 voting % ALX Infrastructure Australia Pty Limited ALX Investments Australia Pty Limited Atlas Arteria Service Co Pty Limited (a) ALX Indiana Holdings LLC ALX Holdings (US) LLC Dulles Greenway Partnership Dulles Greenway Investments 3 (US) LLC Shenandoah Greenway Corporation (a) Incorporated on 7 January 2019 Australia Australia Australia USA USA USA USA USA 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 – 100.0 100.0 100.0 100.0 100.0 96 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS6.4 Related party disclosures 6.4.1 Adviser and Manager Until management internalisation on 1 April 2019, the Adviser of ATLIX and the Manager of ATLAX was Macquarie Fund Advisers Pty Ltd, a wholly owned subsidiary of Macquarie Group Limited (‘Macquarie Group’). 6.4.2 Directors The following persons were directors of ATLIX during the whole of the year and up to the date of this report (unless otherwise stated): − Jeffrey Conyers − Fiona Beck − James Keyes − Christopher Leslie − Nora Scheinkestel − Derek Stapley (Chairman) (Appointed on 13 September 2019) (Resigned on 1 April 2019) The following persons were directors of ATLAX during the whole of the year and up to the date of this report (unless otherwise stated): − Nora Scheinkestel − David Bartholomew − Graeme Bevans − Debra Goodin − Jean-Georges Malcor (Chairman) (Appointed on 1 April 2019) 6.4.3 Key Management Personnel Key Management Personnel (‘KMP’) are defined in AASB 124 Related Party Disclosures as those having authority and responsibility for planning, directing and controlling the activities of the entity. Across the Groups the directors of ATLIX and ATLAX and the Managing Director and Chief Executive Officer (‘MD & CEO’), Chief Financial Officer (‘CFO’) and Chief Operating Officer (‘COO’) meet the definition of KMP. The compensation paid to non-executive directors of ATLIX and ATLAX, is determined by reference to remuneration of similar roles at similar entities. The level of compensation is not related to the performance of the Groups. The remuneration of the MD & CEO, CFO and COO include STI and LTI components which include targets related to the performance of the group. The total remuneration for the Groups and ATLAX KMPs is shown in the table below. Short term employee benefits Share based payments Long term benefits Financial year Cash salary $ Cash STI $ Value of LTI $ Value of STI $ Superannuation $ Termination benefit $ Total remuneration $ Total Total 2019 2018 2,217,060 1,285,063 611,268 825,976 959,290 448,571 139,030 233,955 57,549 43,225 – – 4,996,917 1,823,282 Compensation in the form of directors’ fees that were paid to the ATLIX and ATLAX directors is as follows: Year ended 31 Dec 2019 Year ended 31 Dec 2018 Short term benefit Cash salary and fees $ 764,749 816,039 Long term benefit Superannuation $ Total directors’ fees $ 7,264 53,961 772,013 870,000 Short term benefit Cash salary and fees $ 598,461 651,363 Long term benefit Superannuation $ Total directors’ fees $ – 53,012 598,461 704,375 ATLIX ATLAX ATLAS ARTERIA ANNUAL REPORT 2019 | 97 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE The number of ALX stapled securities held directly, indirectly or beneficially by the KMP across the Groups at 31 December is set out below: KMP interests in ALX stapled securities At 31 Dec 2019 KMP interests in ALX stapled securities At 31 Dec 2018 42,381 20,506 8,333 90,731 26,579 5,952 20,758 20,238 5,636 103,824 26,666 371,604 40,000 – – – 5,671 5,000 – – – 78,431 5,000 134,102 Jeffrey Conyers David Bartholomew (a) Fiona Beck (b) Graeme Bevans (c) Debra Goodin James Keyes Nadine Lennie (d) Jean-Georges Malcor (e) Vincent Portal-Barrault (f) Nora Scheinkestel Derek Stapley Total (a) Appointed 1 October 2018 (b) Appointed 13 September 2019 (c) Appointed 1 April 2019, previously CEO elect (d) Appointed 1 April 2019, previously CFO elect (e) Appointed 1 November 2018 (f) Appointed 1 April 2019, previously COO elect 98 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS6.4.4 Adviser and Manager fees Under the terms of the governing documents of the individual entities within the Groups, fees incurred to the Adviser/Manager of the Groups and the ATLAX Group were: Base fee Performance fee Transition fee MAF/MAF2 advisory fee Total ALX ATLAX Group As at 31 Dec 2019 $ As at 31 Dec 2018 $ As at 31 Dec 2019 $ As at 31 Dec 2018 $ 15,110,431 36,758,504 573,520 2,235,911 – 70,625,097 – 4,983,932 5,637,097 7,488,747 – – 218,467 – – – 28,236,275 107,383,601 791,987 7,219,843 Base fee Macquarie Advisers received the base management fees under their Atlas Arteria Management and Advisory Agreements until 15 May 2019. This equated to $15.1 million from 1 January to 15 May. Atlas Arteria did not pay any further base or performance management fees to Macquarie Advisers for the general management of Atlas Arteria after 15 May. Macquarie Advisers provided specific services under the Transition Services Agreement for a fee of $750,000 per month from 15 May until 31 December 2019. Total fees under this agreement were $5.6 million for the year ended 31 December 2019. As at the date of this report, MIRAEL continues to act as manager of ATLIX’s indirect interest in APRR and from 15 May 2019 receives fees of € 7.4 million ($11.9 million) per annum. Upon the completion of the APRR Transaction the agreement will be terminated. The fee will continue to be payable until termination of this agreement as part of the APRR Transaction, expected in March 2020. Total fees for the period 15 May to 31 December 2019 were € 4.6 million ($7.5 million). Performance fee The performance fees incurred in the year ended 31 December 2018 of $70.6 million reflects the full 2018 performance fee of $54.7 million and the second and third instalments of the 2017 performance fee of $16 million and these were the final performance fees incurred by Atlas Arteria under the Atlas Arteria Management and Advisory Agreements. The performance fees reflected Atlas Arteria’s performance against the S&P/ASX300 Industrials Accumulation Index. Other balances and transactions Macquarie Group and companies within the Macquarie Group undertook various transactions with and performed various services for the Groups during the year. Fees paid to the Macquarie Group were approved solely by the independent directors on the Boards and, where appropriate, external advice was sought by the directors to ensure that the fees and terms of engagement were representative of arm’s length transactions. Atlas Arteria utilises services provided by Macquarie Bank Limited (‘MBL’), a wholly owned subsidiary of the Macquarie Group. MBL’s foreign exchange and treasury departments provide services from time to time on arm’s length terms. At 31 December 2019, entities within the Groups had the following balances with related parties: Cash held with MBL Interest bearing loan receivable from ATLIX (a) Current (b) Non-current Other intercompany receivables from/(payables) to ATLIX ALX ATLAX Group As at 31 Dec 2019 $ As at 31 Dec 2018 $ As at 31 Dec 2019 $ As at 31 Dec 2018 $ – – – – 85,815,683 – 12,317,726 – – – – – 46,179,915 8,232,108 1,733,450 329,842 (a) Tranches of the loan owing from ATLIX to ATLAX bear interest at 6-month BBSW plus a margin of 0.9% – 1.1%. (b) Includes accrued interest of $Nil (2018: $778,623). ATLAS ARTERIA ANNUAL REPORT 2019 | 99 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDuring the year, entities within the Groups had the following transactions with related parties: ALX ATLAX Group As at 31 Dec 2019 $ As at 31 Dec 2018 $ As at 31 Dec 2019 $ As at 31 Dec 2018 $ Interest earned on deposits with MBL 373,326 876,577 55,876 396,181 Interest between ATLAX and ATLIX on loan amount – – 353,980 3,465,711 Reimbursement of expenses paid by companies within the Macquarie Group on behalf of Atlas Arteria Reimbursement of ATLIX's portion of expenses paid by ATLAX Advisory and management services 274,952 1,215,254 188,654 795,626 – – – – 1,609,932 1,677,700 6,256,288 – During the year, entities within the Groups received the following from associates: ALX ATLAX Group As at 31 Dec 2019 $ As at 31 Dec 2018 $ As at 31 Dec 2019 $ As at 31 Dec 2018 $ Principal and interest received from preferred equity certificates and shares issued by MAF2 Adviser's fee from Warnow Tunnel 238,246,730 249,416,735 – 135,420 – – – – All of the amounts represent payments on normal commercial terms made in relation to the provision of goods and services. 100 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS7 Other disclosures 7.1 Cash flow information Reconciliation of profit after income tax to the net cash flows from operating activities Profit/(loss) from activities after income tax (Gain)/loss on equity accounted assets Net foreign exchange differences Finance costs Depreciation and amortisation Amortisation of tolling concession Amortisation of deferred tax liabilities Impairment impact of deferred tax liabilities Impairment/(gain on revaluation) of investment Bad debt written off Current tax (benefit)/expense Issue of securities against performance fees payable Issue of securities to employees Non operating receivable (distribution from MAF2) Changes in operating assets and liabilities (Increase)/decrease in receivables (Decrease)/increase in payables Net cash inflow from operating activities ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Note (9,821) 59,852 (254,874) (246,141) (26,902) 20,907 (16,831) 4,801 994 112,311 1,010 69,273 (1,558) (5,675) 3,483 108,920 350 61,768 (1,220) – 165,429 (13,470) 16 (1,972) – 2,062 137,475 (138,103) (186) 76,381 6 2,118 90,303 – – (4,855) (37,974) 23,140 30 37 311 – – – – – – – (68) – 466 (2,552) (7,771) (63) – 39 – – – – – (1) 6,186 – – (457) (2,364) (8,690) 7.1.1 Non-cash financing and investing activities Refer to note 5.2 for further details on application of performance fees to subscription of new securities. 7.1.2 Net debt reconciliation This section sets out an analysis of net debt and the movements in net debt for each of the periods presented. Net debt Cash and cash equivalents Borrowings – current Borrowings – non-current Net debt Cash Gross debt – fixed interest rates Gross debt – variable interest rates Net debt ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Note 1,450,221 (45,181) 186,468 (77,322) (2,129,328) (2,101,962) 48,612 12,461 – – – – (724,288) (1,992,816) 48,612 12,461 1,450,221 186,468 48,612 12,461 (1,439,490) (1,429,881) (735,019) (749,403) – – – – (724,288) (1,992,816) 48,612 12,461 ATLAS ARTERIA ANNUAL REPORT 2019 | 101 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEALX Net debt at 1 January 2018 Cash flows Loan facilities Other non-cash adjustments (a) Foreign exchange adjustments Net debt at 31 December 2018 Cash flows Other non-cash adjustments (a) Foreign exchange adjustments Net debt at 31 December 2019 (a) Relates to unpaid interest that has accrued during the period ATLAX Group Net debt at 1 January 2018 Cash flows Foreign exchange adjustments Net debt at 31 December 2018 Cash flows Foreign exchange adjustments Net debt at 31 December 2019 7.2 Contingent liabilities Assets Liabilities from Financing activities Cash and cash equivalents $’000 Borrowings – current $’000 Borrowings – non-current $’000 Note Total $’000 122,690 59,327 – – 4,451 186,468 1,262,673 – 1,080 (66,286) (1,668,352) (1,611,948) 21,081 (9,068) (19,136) (3,913) 54 (176,821) (89,784) (167,059) 80,462 (185,889) (108,920) (166,521) (77,322) (2,101,962) (1,992,816) 105,291 (73,353) – 1,367,964 (29,866) (103,219) 203 2,500 3,783 1,450,221 (45,181) (2,129,328) (724,288) Cash and cash equivalents $’000 34,304 (22,051) 208 12,461 35,928 223 48,612 Total $’000 34,304 (22,051) 208 12,461 35,928 223 48,612 European Transport Investments (UK) Limited (ETI UK), a subsidiary of ATLIX, has made guarantees, totalling € 2 million ($3.2 million) (31 December 2018: € 2 million ($3.2 million)), in the event of a senior debt payment event of default by Warnowquerung GmbH & Co KG. This contingent commitment is backed by an on-demand guarantee, provided through a pledged cash account into which € 2 million ($3.2 million) (31 December 2018: € 2 million ($3.2 million)) has been deposited. These funds are restricted and are classified as restricted cash on the Consolidated Statements of Financial Position. No provision has been raised against this item. 102 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS7.3 Remuneration of auditors Amounts paid or payable to PricewaterhouseCoopers Australia for: Audit services Other assurance services (a) Amounts paid or payable to Network firms of PricewaterhouseCoopers for: Audit services Taxation services (b) Amounts paid or payable to PricewaterhouseCoopers for: Audit and other assurance services Other services Amounts paid or payable to non PricewaterhouseCoopers audit firms for: Audit services provided by CERTIS GmbH Wirtschaftsprüfungsgesellschaft (‘CERTIS’) Non-audit services provided by CERTIS ALX ATLAX Group Year ended 31 Dec 2019 $ Year ended 31 Dec 2018 $ Year ended 31 Dec 2019 $ Year ended 31 Dec 2018 $ 503,200 213,771 716,971 479,130 60,680 539,810 251,600 10,043 261,643 239,565 30,340 269,905 357,779 219,785 577,564 314,211 155,974 470,185 38,101 32,745 – – 38,101 32,745 1,074,750 219,785 854,021 155,974 299,744 302,650 – – 1,294,535 1,009,995 299,744 302,650 100,256 64,866 – – 100,256 64,866 – – – – – – (a) Other assurance services in 2019 relates to the Equity Raise due diligence and a one off review of performance rights allocation. Other assurance services in 2018 related to management internalisation. (b) Taxation services provided by network firms of the auditor relates to the filing of corporate income tax returns for the Groups’ entities domiciled outside of Australia. 7.4 Share based payments STI Plan The STI Plan applies to all Atlas Arteria staff based on a balance of financial and non-financial performance measures aligned with Atlas Arteria’s short term goals. For the senior executives, following determination of the STI amount, 50% is paid in cash and 50% is deferred for one year and vests in unrestricted securities on terms determined by Atlas Arteria. LTI Plan The LTI Plan is designed to provide long-term incentives to key employees to deliver long-term securityholder returns. Under the plan, participants are granted performance rights which only vest if certain performance standards are met. The amount of performance rights that will vest depends on ALX’s relative Total Securityholder Return (TSR) against the TSR performance of a peer group of companies approved by the Board. Performance rights are granted under the plan for no consideration. These performance rights are exercisable at no consideration upon satisfaction of performance hurdles. Set out below are summaries of performance rights granted under the plans: As at 1 January Rights granted during the year under the LTI Plan Rights granted during the year under the STI Plan As at 31 December ALX ATLAX Group Year ended 31 Dec 2019 Year ended 31 Dec 2018 Year ended 31 Dec 2019 Year ended 31 Dec 2018 Number of performance rights Number of performance rights Number of performance rights Number of performance rights 237,765 372,292 107,575 717,632 – 237,765 – 237,765 237,765 372,292 107,575 717,632 – 237,765 – 237,765 LTI share performance rights issued in 2018 that are outstanding at the end of the year will vest on 28 February 2021 only if performance conditions are met. LTI Share performance rights issued in 2019 that are outstanding at the end of the year will vest on 28 February 2022 only if performance conditions are met. STI share performance rights issued in 2019 that are outstanding at year end will vest on 1 April 2020 only if service conditions are met. ATLAS ARTERIA ANNUAL REPORT 2019 | 103 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE7.4.1 Fair value of performance rights granted The assessed fair value at grant date of performance rights granted during the year ended 31 December 2019 ranged from $3.63 to $4.81 per performance right (2018: $3.57 to $4.21). The fair value at grant date is independently determined using an adjusted form of the Black Scholes Model which includes a Monte Carlo simulation model that takes into account the exercise price, the term of the performance right, the impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk free interest rate for the term of the performance right and the correlations and volatilities of the peer group companies. The model inputs for performance rights granted during the year ended 31 December 2019 included: (i) Performance rights are granted for no consideration and vest based on ALX’s TSR ranking within a peer group of selected companies over vesting period. Vested performance rights are exercisable immediately after vesting (ii) Grant date: 1 January 2019, 30 July 2019 and 20 December 2019 (iii) Expiry date: 28 February 2022 (iv) Expected price volatility of the ALX stapled securities: Performance rights with a grant date of 1 January 2019: 23.67% Performance rights with a grant date of 30 July 2019: 22.40% Performance rights with a grant date of 20 December 2019: 21.73% (v) Expected dividend yield: 0% (vi) Risk-free interest rate: Performance rights with a grant date of 1 January 2019: Between -0.38% and 2.48% Performance rights with a grant date of 30 July 2019: Between -0.43% and 1.85% Performance rights with a grant date of 20 December 2019: Between -0.32% and 1.71% The expected price volatility is based on the historic volatility (based on the remaining life of the performance rights), adjusted for any expected changes to future volatility due to publicly available information. 7.4.2 Expenses arising from share-based payment transactions Employee performance rights – LTI Employee performance rights – STI ALX ATLAX Group Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 Year ended 31 Dec 2019 $’000 Year ended 31 Dec 2018 $’000 751 1,141 1,892 141 – 141 25 38 63 141 – 141 104 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS 7.5 Other accounting policies This note provides a list of the significant accounting policies adopted in preparation of these Financial Reports to the extent they have not already been disclosed in the other notes above. 7.5.1 Transaction costs Transaction costs related to a business combination are capitalised into the investment cost. Transaction costs arising on the issue of equity instruments are recognised directly in equity and those arising on borrowings are netted with the liability and included in interest expense using the effective interest method. 7.5.2 GST The amount of GST incurred by the Groups that is not recoverable from the Australian Taxation Office (‘ATO’) is recognised as an expense or as part of the cost of acquisition of an asset or adjusted from the proceeds of securities issued. These expenses have been recognised in profit or loss net of the amount of GST recoverable from the ATO. Receivables and payables are stated at amounts exclusive of GST. The net amount of GST recoverable from the ATO is included in receivables in the Consolidated Statement of Financial Position. Cash flows relating to GST are included in the Consolidated Statements of Cash Flows on a net basis. 7.5.3 Foreign currency translation Functional and presentation currency Items included in the Financial Reports of each of the Groups’ entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Financial Reports are presented in Australian Dollars, which is the functional and presentation currency of ATLIX and ATLAX. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Group companies The results and financial position of the Groups’ entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: − Assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the date of that Statement of Financial Position − Income and expenses for each Statement of Comprehensive Income are translated at exchange rates at the dates of transactions or at an average rate as appropriate − All resulting exchange differences are recognised as a separate component of equity On consolidation, exchange differences arising from the translation of any net investment in foreign entities are taken to securityholders’ equity. When a foreign operation is disposed of or borrowings that form part of the net investment are repaid, a proportionate share of such exchange differences are recognised in profit or loss as part of the gain or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. 7.5.4 Offsetting financial instruments Financial assets and financial liabilities may be offset and the net amount reported on the Statement of Financial Position when there is a legally enforceable right to offset the amounts and either there is an intention to settle on a net basis, or realise the financial asset and settle the financial liability simultaneously. 7.5.5 Change in accounting policy – AASB 16 Leases This note explains the impact of the adoption of AASB 16 Leases on the Groups’ Financial Reports and discloses the new accounting policies that have been applied from 1 January 2019. The Groups have applied the standard from its mandatory adoption date of 1 January 2019. The Groups applied the simplified transition approach and have not restated comparative amounts for the year prior to first adoption. ATLAS ARTERIA ANNUAL REPORT 2019 | 105 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEAdjustments recognised on adoption of AASB 16 On adoption of AASB 16, the Groups recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of AASB117 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was between 1.93% to 7.43%. There were no leases previously recorded as finance leases. Operating lease commitments as at 31 December 2018 Discounted using the lessee’s incremental borrowing rate of at the date of initial application Lease liabilities recognised as at 1 January 2019 Of which are: Current lease liabilities Non-current lease liabilities ALX ATLAX Group As at 1 Jan 2019 $’000 As at 1 Jan 2019 $’000 76,619 (56,129) 20,490 2,285 (218) 2,067 ALX ATLAX Group As at 1 Jan 2019 $’000 As at 1 Jan 2019 $’000 1,161 19,329 20,490 169 1,898 2,067 The associated right-of-use assets for property leases were measured on a retrospective basis as if the new rules had always been applied. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application. The material recognised right-of-use assets relate to the following types of assets: Properties Easement Total right-of-use assets ALX ATLAX Group As at 31 Dec 2019 $’000 As at 1 Jan 2019 $’000 As at 31 Dec 2019 $’000 As at 1 Jan 2019 $’000 1,891 5,116 7,007 2,235 5,224 7,459 1,839 – 1,839 2,026 – 2,026 The change in accounting policy affected the following items in the balance sheet on 1 January 2019: − right-of-use assets (refer Consolidated Statements of Financial Position – property plant and equipment) – increase by $7.5 million in Atlas Arteria and an increase by $2.0 million in ATLAX Group − easement accruals (refer to note 4.4 Other Liabilities) – net decrease by $11.6 million in Atlas Arteria − lease liabilities (refer to note 4.4 Other Liabilities) – increase by $20.5 million in Atlas Arteria and an increase by $2.1 million in ATLAX Group − investments accounted for using the equity method (refer to note 3.2.2 Movements in carrying amount) – a decrease by $0.2 million in ATLAX Group. The net impact on retained earnings (refer Consolidated Statements of Changes in Equity) on 1 January 2019 was a decrease of $1.2 million in the ATLIX Group and a decrease of $0.2 million in the ATLAX Group. Practical expedients applied In applying AASB 16 for the first time, the Groups have used the following practical expedients permitted by the standard where applicable: − the use of a single discount rate to a portfolio of leases with reasonably similar characteristics − reliance on previous assessments on whether leases are onerous − the accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases − the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application − the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease − the materiality of the application of AASB16 on the financial accounts when choosing whether to recognise the impact of an operating lease. 106 | ATLAS ARTERIA ANNUAL REPORT 2019 NOTES TO THE FINANCIAL REPORTS Atlas Arteria has also elected not to reassess whether a contract is, or contains, a lease at the date of initial application. Instead, for contracts entered into before the transition date Atlas Arteria relied on its assessment made applying AASB 117 and Interpretation 4 Determining whether an Arrangement contains a Lease. The Groups’ leasing activities and how these are accounted for The Groups’ lease various properties, offices and cars. Rental contracts are for a period of 2 to 64 years but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes. Until the 2018 financial year, leases of property, plant and equipment were classified as operating leases (no leases were classified as finance leases). Payments made under operating leases (net of any incentives received from the lessor) were charged to profit or loss on a straight-line basis over the period of the lease. From 1 January 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Groups. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities may include the net present value of the following lease payments: − fixed payments (including in-substance fixed payments), less any lease incentives receivable − variable lease payment that are based on an index or a rate − amounts expected to be payable by the lessee under residual value guarantees − the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and − payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Right-of-use assets measured at cost may comprise the following: − the amount of the initial measurement of lease liability − any lease payments made at or before the commencement date less any lease incentives received − any initial direct costs, and − restoration costs. Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise small items of office furniture and cars. Extension and termination options Extension and termination options are included in a number of leases across Atlas Arteria. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Groups and not by the respective lessor. No lease payments made in 2019 were optional. 7.6 Events occurring after balance sheet date The APRR Transaction was granted foreign investment control clearance from the French Ministry of the Economy and anti-trust clearance from the European Commission in mid-February 2020. Completion of the APRR Transaction is expected to take place in early March 2020. Completion of the APRR Transaction will be funded by the ATLIX Group from the proceeds of the Equity Raise. In conjunction with the APRR Transaction, Eiffage agreed to work with the Atlas Arteria and the other MAF2 Shareholders to refinance a € 1,070.0 million term loan at Eiffarie SAS (‘Eiffarie’) which matured in February 2022. This term loan was refinanced on 20 February with a new maturity date of February 2025 with amortisation commencing in June 2023. Atlas Arteria’s investment in Eiffarie is reflected in the share of net profit of investments and is accounted for using the equity method of accounting. The FX Forward Contract settled on 24 February 2020 with the payment of $1,167.9 million in exchange for € 710.0 million at a EUR/AUD exchange rate of 1.6449. A transaction premium of $4.9 million is embedded in the settlement of the FX Forward Contract. The net loss on cash flow hedge ineffectiveness recognised at 31 December 2019 was $5.3 million. A reversal of $0.4 million on the cash flow hedge ineffectiveness will be recorded in 2020. The directors of ATLIX and ATLAX are not aware of any other matter or circumstance not otherwise dealt with in the Financial Reports that has significantly affected or may significantly affect the operations of the Groups, the results of those operations or the state of affairs of the Groups in years subsequent to the year ended 31 December 2019. ATLAS ARTERIA ANNUAL REPORT 2019 | 107 NOTES TO THE FINANCIAL REPORTSFINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCEDIRECTORS’ DECLARATION – ATLAS ARTERIA INTERNATIONAL LIMITED The directors of Atlas Arteria International Limited (‘ATLIX’) declare that: a) the Financial Report of ATLIX and its controlled entities (‘ALX’) and notes set out on pages 64 to 107: i) comply with Australian Accounting Standards and other mandatory professional reporting requirements; and ii) give a true and fair view of the financial position of the Atlas Arteria as at 31 December 2019 and of its performance for the year ended on that date; and b) there are reasonable grounds to believe that ATLIX will be able to pay its debts as and when they become due and payable. The directors confirm that the Financial Report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors. Jeffrey Conyers Chairman Atlas Arteria International Limited Pembroke, Bermuda 26 February 2020 Derek Stapley Director Atlas Arteria International Limited Pembroke, Bermuda 26 February 2020 DIRECTORS’ DECLARATION – ATLAS ARTERIA LIMITED The directors of Atlas Arteria Limited (‘ATLAX’) declare that: a) the Financial Report of ATLAX and its controlled entities (‘ATLAX Group’) and notes set out on pages 64 to 107: are in accordance with the constitution of ATLAX and the Corporations Act 2001, including: i) ii) complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and giving a true and fair view of the financial position of the ATLAX Group as at 31 December 2019 and of its performance for the year ended as on that date; and b) there are reasonable grounds to believe that ATLAX will be able to pay its debts as and when they become due and payable. The directors confirm that the Financial Report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board. The directors have been given the declaration by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors. Nora Scheinkestel Chairman Atlas Arteria Limited Melbourne, Australia 27 February 2020 Debra Goodin Director Atlas Arteria Limited Melbourne, Australia 27 February 2020 108 | ATLAS ARTERIA ANNUAL REPORT 2019 Independent auditor’s report To the stapled security holders of Atlas Arteria International Limited and Atlas Arteria Limited Report on the audits of the financial reports Our opinion In our opinion: The accompanying financial reports of Atlas Arteria (“ALX” or “Group”), being the consolidated stapled group which comprises Atlas Arteria International Limited (“ATLIX”) and its controlled entities and Atlas Arteria Limited (“ATLAX”) and its controlled entities, and the Atlas Arteria Limited Group (“ATLAX Group”) which comprises ATLAX and its controlled entities, are in accordance with the Corporations Act 2001 (as applicable), including: (a) giving a true and fair view of the financial positions of ALX and the ATLAX Group as at 31 December 2019 and of their financial performance for the year then ended (b) complying with Australian Accounting Standards and the Corporations Regulations 2001 (as applicable). What we have audited The financial reports of ALX and the ATLAX Group (the “financial reports”) comprise:       the consolidated statements of financial position as at 31 December 2019 the consolidated statements of comprehensive income for the year then ended the consolidated statements of changes in equity for the year then ended the consolidated statements of cash flows for the year then ended the notes to the financial reports, which include a summary of significant accounting policies the directors’ declarations. Basis for opinion We conducted our audits in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audits of the financial reports section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of ALX and the ATLAX Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audits of the financial reports in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. ATLAS ARTERIA ANNUAL REPORT 2019 | 109 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audits to ensure that we performed enough work to be able to give an opinion on each of the financial reports as a whole, taking into account the geographic and management structure of ALX and the ATLAX Group (together, the “Groups”), their accounting processes and controls and the industry in which they operate. ALX invests in an international portfolio of toll road assets, the most significant of which are Autoroutes Paris-Rhin-Rhone (“APRR”) in France and Dulles Greenway (“DG”) in the United States of America. We engaged with the auditors of APRR and Toll Road Investors Partnership II, L.P. (“TRIP II”), the concessionaire for DG, to report to us in respect of their audit procedures performed on APRR and DG, respectively. Materiality Audit scope Key audit matters  ALX materiality was $22.35 million, which represents approximately 2.5% of its segment EBITDA. The ATLAX Group materiality was $1.56 million, which represents approximately 1% of its total assets.  We applied these thresholds, together with qualitative considerations, to determine the scope of our audits and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial reports as a whole.  Our audits focused on where the Groups made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events.  We decided the nature, timing and extent of work that needed to be performed by other auditors operating under our instruction ("component auditors").  For APRR, DG and Warnow Tunnel, we determined the level of involvement we needed to have in the audit work performed by the  Amongst other relevant topics, we communicated the following key audit matters to the Audit and Risk Committees:  Value of the DG concession for ALX and value of the equity accounted investment in DG for the ATLAX Group  Consolidation of subsidiaries and equity accounting of associates. 110 | ATLAS ARTERIA ANNUAL REPORT 2019  These are further described in the Key audit matters section of our report. component auditors to enable us to conclude whether sufficient appropriate audit evidence had been obtained. Our involvement included discussions, written instructions and reviewing a selection of their workpapers.  As the operating activities of both DG and Warnowquerung GmbH & Co., KG, the concessionaire of Warnow Tunnel (“Warnow Tunnel”) are reflected in ALX's financial report, using segment EBITDA as the materiality benchmark reflects the operating activities of ALX.  We used total assets as the materiality benchmark for the ATLAX Group because, in our view, it remains the primary metric against which its performance is most commonly measured. It presents its holding as an investment, which is net of associated debt held at the level of the underlying asset.  We utilised a 2.5% threshold for ALX and a 1% threshold for the ATLAX Group based on our professional judgement, noting that both are within the range of commonly acceptable thresholds. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audits of the financial reports for the current period. The key audit matters were addressed in the context of our audits of the financial reports as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. Key audit matter of ALX and the ATLAX Group How our audit addressed the key audit matter Value of the DG concession for ALX and value of the equity accounted investment in DG for the ATLAX Group. (Refer to notes 4.1 and 3.2) The value of the DG concession for ALX is $2.2 billion of the total tolling concession balance disclosed in note 4.1 ($2.4 billion). The value of the equity We evaluated the Groups’ assessments by comparing their analysis to our knowledge of DG and the environment in which it operates. Our understanding was informed by enquiries of DG’s auditors and publicly available information regarding the road network and the macroeconomic environment of the region. ATLAS ARTERIA ANNUAL REPORT 2019 | 111 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE Key audit matter of ALX and the ATLAX Group How our audit addressed the key audit matter accounted investment in DG for the ATLAX Group is $145 million as disclosed in note 3.2. During the year ended 31 December 2019, ALX recognised an impairment loss on goodwill relating to DG of $66 million as disclosed in note 4.2 and an impairment loss on the DG concession of $99 million as disclosed in note 4.1. The ATLAX Group recognised an impairment loss on the equity accounted investment in DG of $16 million as disclosed in note 3.2. At each reporting period, the DG Concession for ALX, and the value of the equity accounted investment in DG for the ATLAX Group, need to be assessed for indicators of impairment. If indicators of impairment exist, the recoverable amount for each asset needs to be estimated. These assessments involve significant judgements in estimating future cash flows and the rate at which they are discounted. For ALX, the test for impairment focuses on the DG Concession. For the ATLAX Group, it is the equity accounted investment in DG that is assessed for impairment. The assessments of the carrying values of the DG Concession for ALX and the equity accounted investment in DG for the ATLAX Group were key audit matters due to the judgement involved in developing the discounted cashflow models used in determining the recoverable amounts. We evaluated the Groups’ discounted cashflow models used to estimate the recoverable amount of the DG Concession for ALX and the equity accounted investment in DG for the ATLAX Group, and the process by which they were developed. Our procedures included:      evaluating the Groups’ assessments whether there were any indicators of impairment, by reading publicly available information regarding the road network and the macroeconomic environment of the region and making enquiries of DG’s auditors evaluating the discount rate applied to cashflow forecasts by using PwC valuation experts to assess the reasonableness of management’s estimate of the discount rate. This assessment was performed with reference to externally derived data where possible, including market expectations of investment return, projected economic growth, interest rates, valuations of comparable assets and asset specific characteristics comparing previous cashflow forecasts to actual results to assess the ability of the Groups to forecast accurately applying sensitivity analysis to key assumptions, in particular the discount rate, toll escalation rates and traffic forecasts sample testing the mathematical accuracy of the Groups’ discounted cashflow models which were used to determine the recoverable amount of the DG Concession for ALX and the equity accounted investment in DG for the ATLAX Group  assessing the relevant disclosures which have been made in note 4.1, in light of the 112 | ATLAS ARTERIA ANNUAL REPORT 2019 Key audit matter of ALX and the ATLAX Group How our audit addressed the key audit matter Consolidation of subsidiaries and equity accounting of associates. (Refer to note 3.2) ALX applies equity accounting to its investment in APRR and consolidates its investments in DG and Warnow Tunnel. The ATLAX Group applies equity accounting to its investment in DG. In doing so, they are required to make a number of adjustments to the underlying financial information to ensure alignment to Australian Accounting Standards and to the Groups’ accounting policies. This was a key audit matter because certain adjustments are material and technical in nature such as adjusting the results of international subsidiaries and investments in associates prepared using local accounting policies to reflect Australian Accounting Standards. requirements of Australian Accounting Standards. Through interaction with management and the APRR, DG and Warnow Tunnel audit teams, we developed an understanding of operational developments and local accounting policies of the subsidiaries and associates and the nature and extent of any accounting standard or accounting policy adjustments required to align with those of the Groups. On a sample basis, we reperformed the calculation of the adjustments to assess consistency with this understanding. Upon receipt of the audited financial information for DG, we checked management’s calculation of adjustments impacting:  ALX’s consolidated statement of comprehensive income and consolidated statement of financial position and  the ATLAX Group’s share of net profits or losses and carrying value of DG. Upon receipt of the audited financial information for APRR, we checked management’s calculation of adjustments impacting ALX’s share of net profits or losses and carrying value of APRR. ATLAS ARTERIA ANNUAL REPORT 2019 | 113 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 31 December 2019, but does not include the financial reports and our auditor’s report thereon. Prior to the date of this auditor's report, the other information we obtained included the Directors' Reports. We expect the remaining other information to be made available to us after the date of this auditor's report. Our opinion on the financial reports does not cover the other information and we do not and will not express an opinion or any form of assurance conclusion thereon. In connection with our audits of the financial reports, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial reports or our knowledge obtained in the audits, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action to take. Responsibilities of the directors for the financial reports The directors of ATLIX and ATLAX are responsible for the preparation of the financial reports that give a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 (as applicable) and for such internal control as the directors determine is necessary to enable the preparation of the financial reports that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial reports, the directors are responsible for assessing the ability of the Groups to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Groups or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audits of the financial reports Our objectives are to obtain reasonable assurance about whether the financial reports as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial reports. 114 | ATLAS ARTERIA ANNUAL REPORT 2019 A further description of our responsibilities for the audits of the financial reports is located at the A further description of our responsibilities for the audits of the financial reports is located at the Auditing and Assurance Standards Board website at: Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor's report. auditor's report. Report on the remuneration report Report on the remuneration report Our opinion on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in pages 13 to 28 of the directors’ reports for the We have audited the remuneration report included in pages 45 to 60 of the directors’ reports for the year ended 31 December 2019. year ended 31 December 2019. In our opinion, the remuneration report of ATLIX and ATLAX for the year ended 31 December 2019 In our opinion, the remuneration report of ATLIX and ATLAX for the year ended 31 December 2019 complies with section 300A of the Corporations Act 2001 (as applicable). complies with section 300A of the Corporations Act 2001 (as applicable). Responsibilities Responsibilities The directors of ATLIX and ATLAX are responsible for the preparation and presentation of the The directors of ATLIX and ATLAX are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001 (as applicable). remuneration report in accordance with section 300A of the Corporations Act 2001 (as applicable). Our responsibility is to express an opinion on the remuneration report, based on our audits conducted Our responsibility is to express an opinion on the remuneration report, based on our audits conducted in accordance with Australian Auditing Standards. in accordance with Australian Auditing Standards. PricewaterhouseCoopers PricewaterhouseCoopers SJ Smith Partner SJ Smith Partner Sydney 27 February 2020 Sydney 27 February 2020 ATLAS ARTERIA ANNUAL REPORT 2019 | 115 FINANCIAL REPORTGOVERNANCERISK MANAGEMENTSUSTAINABILITYPORTFOLIO AND PERFORMANCEVISION AND VALUESTHE ATLAS ARTERIA BUSINESSFROM THE CEO AND MANAGING DIRECTORCHAIRPERSONS’ REVIEW2019 AT A GLANCE SECURITYHOLDER INFORMATION As at 31 March 2020 Distribution of securities Investor ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Investors with less than the minimum marketable parcel 1 1. Minimum marketable parcel is $500.00 equating to 91 shares at $5.51 per security Twenty largest investors Investor 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 3 CITICORP NOMINEES PTY LIMITED 4 NATIONAL NOMINEES LIMITED 5 BNP PARIBAS NOMINEES PTY LTD 6 BNP PARIBAS NOMS PTY LTD 7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 8 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 9 AUSTRALIAN UNITED INVESTMENT COMPANY LIMITED 10 DIVERSIFIED UNITED INVESTMENT LIMITED 11 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 12 BNP PARIBAS NOMS (NZ) LTD 13 CITICORP NOMINEES PTY LIMITED 14 NETWEALTH INVESTMENTS LIMITED 15 BNP PARIBAS NOMINEES PTY LTD 16 SANDHURST TRUSTEES LTD 17 DJERRIWARRH INVESTMENTS LIMITED 18 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP 19 AMP LIFE LIMITED 20 CUSTODIAL SERVICES LIMITED Total Details of substantial stapled securityholders Holder Date of most recent substantial holder notice Lazard Asset Management The Vanguard Group, Inc Pendal Group Limited 16 March 2020 2 April 2020 13 March 2020 Holders Total securities % of issued securities 11,447 4,350,169 9,035 2,507 2,045 22,533,782 17,877,032 47,531,907 118 786,731,598 25,152 879,024,488 2,568 72,629 0.49 2.56 2.03 5.41 89.50 100.00 0.01% Number of securities % of issued securities 370,398,469 150,861,550 69,015,240 59,648,729 31,315,033 18,187,154 13,456,814 7,626,203 5,500,000 4,500,000 4,287,614 4,127,096 4,095,447 3,551,918 3,447,000 3,134,106 2,293,696 1,805,078 1,781,657 1,617,556 42.14 17.16 7.85 6.79 3.56 2.07 1.53 0.87 0.63 0.51 0.49 0.47 0.47 0.40 0.39 0.36 0.26 0.21 0.20 0.18 760,650,360 86.53 Number of securities % of issued securities 97,722,842 52,753,348 44,016,341 11.12% 6.00% 5.01% 116 | ATLAS ARTERIA ANNUAL REPORT 2019 Computershare Investor Services Pty Ltd REGISTRY GPO Box 2975 Melbourne VIC 3001 Australia Telephone: (Australia) 1800 267 108 (Overseas) +61 3 9415 4053 Mon-Fri 8.30am – 7pm AEST Website: www.computershare.com/au Facsimile: +61 (0) 3 9473 2500 CORPORATE DIRECTORY ATLAS ARTERIA LIMITED Level 5, 141 Flinders Lane Melbourne VIC 3000 Australia Telephone (Australia): 1800 621 694 Telephone (International): +61 (0)438 493 692 Email: investors@atlasarteria.com Website: www.atlasarteria.com Directors Nora Scheinkestel, Non-Executive, Independent Chairman Graeme Bevans, Executive Director Debbie Goodin, Non-Executive, Independent Director David Bartholomew, Non-Executive, Independent Director Jean-Georges Malcor, Non-Executive, Independent Director Secretary Clayton McCormack, General Counsel and Company Secretary ATLAS ARTERIA INTERNATIONAL LIMITED 4th Floor, Cedar House 41 Cedar Avenue Hamilton HM12 Bermuda Directors Jeffrey Conyers, Non-Executive, Independent Chairman James Keyes, Non-Executive, Independent Director Derek Stapley, Non-Executive, Independent Director Nora Scheinkestel, Non-Executive, Independent Director Fiona Beck, Non-Executive, Independent Director Secretary Sheena Dottin Photography Credits: APRR, in order of appearance: Page 8 – Photographer Gilles Leimdorfer: Highway Liane or A41 North Page 11 – Photographer Gilles Leimdorfer: Titans Highway structure. Nantua Viaduct Page 12 – Photographer Gilles Leimdorfer: Titans Highway Artwork Page 20 – Photographer Gilles Leimdorfer: Protective marking for a work area Page 22 – Photographer Mathieu Payan: A39 motorway in the heart of the Jura forests Page 24 – Photographer Gilles Leimdorfer: Signposting on the A71 motorway to protect a mowing site Page 25 – Photographer Gilles Leimdorfer: Saint-Apollinaire central command or security post Page 27 – Photographer Léonard De SERRES: The Garden of Trees area (A77) Dulles Greenway, source: David Madison photography REGISTRY Computershare Investor Services Pty Ltd GPO Box 2975 Melbourne VIC 3001 Australia Telephone: (Australia) 1800 267 108 (Overseas) +61 3 9415 4053 Mon-Fri 8.30am – 7pm AEST Website: www.computershare.com/au Facsimile: +61 (0) 3 9473 2500 CORPORATE DIRECTORY ATLAS ARTERIA LIMITED Level 5, 141 Flinders Lane Melbourne VIC 3000 Australia Telephone (Australia): 1800 621 694 Telephone (International): +61 (0)438 493 692 Email: investors@atlasarteria.com Website: www.atlasarteria.com Directors Nora Scheinkestel, Non-Executive, Independent Chairman Graeme Bevans, Executive Director Debbie Goodin, Non-Executive, Independent Director David Bartholomew, Non-Executive, Independent Director Jean-Georges Malcor, Non-Executive, Independent Director Secretary Clayton McCormack, General Counsel and Company Secretary ATLAS ARTERIA INTERNATIONAL LIMITED 4th Floor, Cedar House 41 Cedar Avenue Hamilton HM12 Bermuda Directors Jeffrey Conyers, Non-Executive, Independent Chairman James Keyes, Non-Executive, Independent Director Derek Stapley, Non-Executive, Independent Director Nora Scheinkestel, Non-Executive, Independent Director Fiona Beck, Non-Executive, Independent Director Secretary Sheena Dottin Photography Credits: APRR, in order of appearance: Page 8 – Photographer Gilles Leimdorfer: Highway Liane or A41 North Page 11 – Photographer Gilles Leimdorfer: Titans Highway structure. Nantua Viaduct Page 12 – Photographer Gilles Leimdorfer: Titans Highway Artwork Page 20 – Photographer Gilles Leimdorfer: Protective marking for a work area Page 22 – Photographer Mathieu Payan: A39 motorway in the heart of the Jura forests Page 24 – Photographer Gilles Leimdorfer: Signposting on the A71 motorway to protect a mowing site Page 25 – Photographer Gilles Leimdorfer: Saint-Apollinaire central command or security post Page 27 – Photographer Léonard De SERRES: The Garden of Trees area (A77) Dulles Greenway, source: David Madison photography A T L A S A R T E R I A A N N U A L R E P O R T 2 0 1 9 

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