General Shareholders’ Meeting 22nd June 2015 Content • 2014 Results • Recent evolution: 1Q 2014 results • Divestment of the Insulation business • Perspectives for 2015 • Change of company name • Proposed resolutions -2- Main Aspects of 2014(*) • Total sales of EUR 528 Million (-3%), in a year marked by geopolitical and market tensions in Russia, the macroeconomic uncertainty in Europe, and the return of growth in the Spanish market after years of sharp downturn. • EBITDA of EUR 47 Million (+1%), affected by the devaluation of the Russian Rouble and the slowing down of the French and German markets in the second half of the year. • At the end of 2014, agreement for the sale of the Roof-Tile Division to Brass Monier. The operation finally concluded in January 2015 for the amount of EUR 26.5 million. • Attributable net loss of EUR -118 Million affected by different atypical effects: The accounting effect of the sale of the Roof-Tile Division The regularisation of tax credits under the new tax rates The finance expenses arising from the refinancing in 2013 And the extraordinary non-operative results. (*) Sales and EBITDA figures do not include the Roof-Tile Division -3- CHANGE IN THE MARKET TREND IN SPAIN AND MACROECONOMIC UNCERTAINTY IN EUROPE % of sales 2014 X% % sales 2014 vs. 2013 Western and Central Europe Drop in the residential property market in France, and slowdown in Germany in the second six-month period Good performance in United Kingdom, Italy Eastern Europe and Russia Geopolitical and market tensions in Russia, with the Rouble strongly devaluating, worsened by the depreciation of the oil barrel Perimeter impact due to the sale of the and Benelux Progress of plasterboard in France 49% insulation business in Turkey in 2013 27% 0% Spain -11% Group First signs of growth in the new residential market after 6 years of being very depressed, starting from levels still very low Good start in 2014, held back by the macroeconomic uncertainty in Europe and the tensions in Russia Change in trend in the Spanish market 22% +4% * 2% not represented corresponds to export sales in other countries 100% -3% -4- 3% REDUCTION IN SALES, AFFECTED BY FOREX AND THE REDUCTION OF BUSINESS PERIMETER In Million Euros -16.6 (-3%) 544.1 -7.2 527.5 -18.2 8.9 2013 Sales Insulation business in Turkey FOREX Business performance 2014 Sales -5- SLIGHT IMPROVEMENT IN EBITDA, WITH GROWTH BUSINESS IN SPAIN AND PENALIZED FOR THE EXCHANGE RATE In Million Euros • Restructuring and reduction of fixed costs Variation vs. 2013 +0.3 (+1%) 46.5 -6.6 46.8 Total +1% 19.1 1st half +32% 27.6 2nd half -14% +6.9 • Evolution affected by the impact of currency devaluations, and especially of the Russian Rouble (-22% compared to 2013) • Improvement of our businesses in Spain (Plasters and Pipes) 2013 EBITDA Business margin evolution Reduction fixed costs and staff 2014 EBITDA -6- NET INCOME ATTRIBUTABLE FOR 2014 AFFECTED BY VARIOUS ATYPICAL EFFECTS In Million Euros 46.8 -35.1 -19.7 • Severances, nonrecurring expenses and other extraordinary costs • Outcome for the year coming from discontinued operations (Roof-Tile Division) -52.7 -42.0 • Regularisation of tax credits under new tax rates in Spain and others EBITDA 2014 • Minority and others -28.3 Depreciations Non operative Financial result Corporation tax Results of costs discontinued operations 12.5 -118.4 Others 2014 Net Income Attributable -7- THE GROUP INCREASED ITS DEBT BY 54.5 M Eur IN 2014 In Million Euros +54.5 365.0 9.2 Rest of businessess 49.2 310.5 7.0 36.3 34.6 355.8 Insulation business 2014 Free Cash Flow = EUR -5.3 Million Initial debt 2014 Operational free cash flow CAPEX Extraordinary payments Financial interests and others Debt close 2014 -8- Content • 2014 Results • Recent evolution: 1Q 2014 results • Divestment of the Insulation business • Perspectives for 2015 • Change of company name • Proposed resolutions -9- FIRST QUARTER 2015 RESULTS In Million Euros Sales International Spain EBITDA Margin Net Income Attributable 1Q 2015 1Q 2014 Variation 130.3 127.9 +1.8% 99.2 31.1 100.4 27.5 -1.3% +13.2% 9.1 9.3 -1.9% 7.0% 7.2% -0.2 pp -18.9 -16.0 -18.2% • 1.8% increase in sales where in Spain they grew by 13.2%, going up for the fourth consecutive quarter and confirming the change in trend which began in 2014, and on the international markets they were adversely affected by the devaluation of the Rouble against the Euro. Without this effect, the comparable growth in this area would have been 4% • The EBITDA stood at 9.1 million euros, with an improvement of business in Spain and decrease on the European markets affected by currency devaluations. • The higher finance expenses and the extraordinary expenses affected the Net Income Attributable Consolidation of growth in Spain, slow recovery of European markets and sharp impact of the devaluation of the Russian Rouble -10- FALL IN SHARE PRICE IN 2014, AND RECOVERY IN THE 1ST QUARTER OF 2015 WITH INCREASE IN VOLUME TRADED Share Price [Eur/share] 1,6 +6% -17% -27% -50% -34% +118% 1,4 • 1,2 1,0 0,8 1.19 Start of devaluation of the Rouble against Euro • 12/31/2013 Close of sale of Roof-Tile Division to Braas Monier 0,6 0.83 0,4 3/31/2015 0.55 0.38 0,2 6/18/2015 12/31/2014 0,0 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb 2014 Mar Apr May Jun 2015 Volume 6.000.000 97.599 51.105 44.195 203.408 728.133 281-630 4.000.000 2.000.000 0 XX = Quarterly Variation in Share Price (to 18 Jun in the 2nd Quarter 2015) xx = Share price of Uralita xx = Average of daily volume by quarter -11- Content • 2014 Results • Recent evolution: 1Q 2014 results • Divestment of the Insulation business • Perspectives for 2015 • Change of company name • Proposed resolutions -12- BACKGROUND Apr’13 Financing agreement with international investment company KKR for the Insulating Division through a loan for EUR 320 million maturing in seven and eight years. Subsequent syndication of the debt with other investment funds 2H’2014 Deterioration of central European markets and sharp devaluation of the Rouble against the Euro Dec’14 Start of conversations with KKR for restructuring the debt and adapting it to the current context of the company Mar-Apr’15 May’15 Drawing up Annual Accounts. Auditors opinion. Agreement for restructuring the financial debt with KKR -13- DESCRIPTION OF THE OPERATION • Agreement for restructuring the financial debt for the Insulation division, signed between Uralita, KKR and other funds on 13th May 2013 • By subscribing the capital increase, KKR will gain control of Ursa Insulation Holding BV and therefore of the Insulation division operating under the trade name URSA, while Uralita conserves a 10% holding in that business. • The operation affects one of the Group’s key assets and has to be approved by the Shareholders General Meeting of Uralita and subsequently by the competition authorities • Uralita will then be composed by the Gypsum (Pladur and Algíss) and Pipe Systems (Adequa) businesses, with no structural debt and a net treasury position Recent evolution of the Insulation business In Million Euros 445.7 421.8 59.6 2012 406.7 45.1 2013 Sales 43.1 2014 EBITDA -14- THE DIVESTMENT OF THE INSULATION DIVISION WILL LEAVE A HEALTHY AND SMALLER GROUP, WITH TWO LEADING BUSINESS Situation at Dec 31st 2014 Total Group Business units Group (without Insulation) Forecast 2015 (without Insulation) 3 2 2 EUR 528 Million EUR 121 Million EUR 135 Million (22% Spain / 78% Int.) (74% Spain / 26% Int.) (70% Spain / 30% Int.) EUR 47 Million EUR 4 Million EUR 10 Million (9% on sales) (3% on sales) (8% on sales) Workforce 2,287 pax 555 pax 540 pax Debt EUR 365 Million EUR 9 Million no debt Sales EBITDA -15- NEW GROUP STRUCTURE Group Gypsum Pladur® Pipe Systems 58% Algíss® Infrastructure / Irrigation 42% Building Leader on the Iberian market Over 20 years experience • Experts in systems for collecting and channelling water Over 30 years experience • Over 100 years as leaders in sustainable water management International Presence Adapting the business to current demand levels • Suitable solutions and personalised service and attention 4 innovative facilities • Restructuring of the business completed Future industrial site in Gelsa Pladur® Laminated plasterboard Manual Plasters Pladur® FON+ acoustic ceilings Projection Plasters Sanecor® Adequa system Pladur® galvanised steel frames Finishing Plasters Adequa® Drainage system Paste for seals and accessories Gypsum Putties % Sewage and drainage: Supply and distribution: Uratop® adequa system Adequa pressure system Adequa® PVC drainage pipes and accessories Adequa AR® Soundproofed PVC drainage pipes and accessories Adequa® Floor drainage Adequa® PVC guttering systems Adequa® syphons Distribution of estimated sales 2015 -16- DURING THESE YEARS, OUR BUSINESSES HAVE BECOME MORE INTERNATIONAL AND ADAPTED TO THE NEW MARKET SIZE In Million Euros Gypsum Pipe Systems 2007 2008 2009 2010 2011 2012 2013 2014 Sales 246.3 230.6 140.1 127.2 99.7 80.2 70.6 73.1 EBITDA 67.4 57.4 34.6 32.8 21.5 9.0 7.2 8.1 Sales 198.8 182.4 118.7 84.6 85.0 58.7 51.6 50.5 EBITDA 15.9 12.5 9.9 1.5 -4.3 -6.2 -0.8 0.0 +142% % International sales Spanish market evolution(1) Building permits for new residential in Spain (thousands) Public tenders for hydraulic works (M Eur) (1) Ministry of Public Works, SEOPAN 15% 14% 13% 11% 12% 19% 26% 26% 92 78 44 34 35 3,028 1,430 1,101 1,912 1,547 -95% 651 265 111 -77% 4,864 3,624 4.03 -17- Content • 2014 Results • Recent evolution: 1Q 2014 results • Divestment of the Insulation business • Perspectives for 2015 • Change of company name • Proposed resolutions -18- THE DIVESTMENT OF THE INSULATION DIVISION HAS TRIGGGERED A SERIES OF RECENT ACTIONS Changes in the Board of Directors Reorganisation of corporative support functions Restructuring of the debt New company name … and the release of a new Strategic Plan 2015-18 -19- NEW STRATEGIC PLAN TAKES PLACE WITHIN A CYCLE OF RECOVERY IN SPAIN, WHERE BOTH BUSINESS DIVISIONS ARE PREPARED FOR GROWING PROFITABLY Growth • Change in construction trend in Spain • Management of share in different segments • International Development • Development of unique solutions • Industrial efficiency • Product quality • Optimisation of working capital. • Investment management + Strategic Plan Profitability 2015-18 + Cash flow management -20- THE FORECAST FOR THE CONSTRUCTION MARKET IN SPAIN IS FAVOURABLE FOR THE COMING YEARS % Annual Variation (EUR) Actual Evolution Forecast +30.0% +14.6% +1.7% Building permits for new residential (thousands) 44.2 2012 +25.0% 65.0 50.0 34.3 34.9 40.0 2013 2014 2015F 2016F 2017F 1.2% 4.6% 6.2% 2015F 2016F 2017F 9.0% 6.0% 6.0% 2015F 2016F 2017F Total Building(1) -3.4% (% Annual Var. Euros) -15.0% -25.6% 2012 2013 2014 14.6% Hydraulic civil works (% Annual Var. Euros) -13.2% -39.6% 2012 (1) Includes 2013 newly residential and non-residential, and refurbishments 2014 Source: Euroconstruct June 15 -21- FORECAST STRATEGIC PLAN 2015-2018(*) (*) 2015F 2018F Sales EUR 135 Million EUR 180 Million EBITDA EUR 10 Million EUR 20 Million In preparation -22- Content • 2014 Results • Recent evolution: 1Q 2014 results • Divestment of the Insulation business • Perspectives for 2015 • Change of company name • Proposed resolutions -23- PROPOSAL FOR A NEW NAME FOR URALITA • Beginning of a new phase • Uralita is not a brand associated to products or services currently on offer • Each business line has its own brand name with its own recognition -24- CORPORACION EMPRESARIAL DE MATERIALES DE CONSTRUCCION -25- Content • 2014 Results • Recent evolution: 1Q 2014 results • Divestment of the Insulation business • Perspectives for 2015 • Change of company name • Proposed resolutions -26- Proposed resolutions 1. Analysis and approval of the Annual Accounts for 2014 2. Appointment of an Auditor for 2015 3. Report on Board Remunerations 4. Remuneration to the Board for 2015 5. Divestment of Uralita S.A.’s holding in the Insulating Division 6. Modification of Articles of Association 7. Modification of Regulations for the Shareholders General Meeting 8. Ratification of Director appointed by cooptation 9. Authorisation for the purchase of own shares 10. Delegation of powers for formalising the resolutions adopted by the General Meeting -27- Thank you for your attention -28- DISCLAIMER This document contains information prepared internally and coming from different sources as well as future forecasts relative to the financial situation, results from operations, business and strategies of Uralita. Those statements are based on a number of assumptions which ultimately might not be accurate, and are subject to risk factors of a financial, commercial, market, regulatory or generally economic nature, on which only estimates may be made. Consequently, the analysts and investors should suitably assess the information provided. Uralita has no obligation in respect of updating the information contained herein and its publication, whether resulting from the appearance of new information, new events or for any other reason. -29-