STRICTLY PRIVATE AND CONFIDENTIAL LIAM Anniciaj vz 5-I rLt 4 O I-1 CfQ Po cn -4 xi -4 m 0 0 m 0 C m z -4 z o m C -4 U) 0 I M 03 D. I Z IN3INISBAN EFTA01104990 STRATEGIC EQUITY INVESTMENT IN DEUTSCHE KAHN This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client's subsidiaries, the 'Company) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by J.P. Morgan. Neither this presentation nor any of its contents may be disclosed or used for any other purpose without the prior written consent of J.P. Morgan. 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IF:Morgan EFTA01104991 STRATEGIC EQUITY INVESTMENT IN DEUTSCHE BAHN Deutsche Bahn operates a fully integrated business model Business segments DB Mobility Logistics AG ("DB ML") Asia)Pacific North America 4%- RoW 1% 28 5e.4, %Europe Other 11% Infrastructure 13% I DB Schenker Germany Logistics 62% 28% Sales 2009A = E40,555mm L DB Bahn Emm PF 20382 P F 20092 Revenues EBITDA %margin 15,413 2.638 17.1% 15,473 2,386 154% Long Distance • Provides national and transeuropean transport services • No. 1 in Germany with 99% market share Regional • Biggest segment within the transport services • Total of 1.243mm passengers in 2009 • No. 1 in Germany with 80% market share Urban • Operates the commuter rail in Berlin and Hamburg as well as bus services • No. 1 in bus transport and S-Bahn services in Germany Arriva • Provides pan-European public transport services (rail, bus, coach) 20% Arriva 41113% Long Distance 13% Urban 44% Regional DB Schenker Ernm Revenues EE1TDA %margin2008 2009 19,683 1,111 56% 15.347 478 3.1% Logistics • Leading provider of integrated logistics services • Offers worldwide land, air and ocean freight, contract logistics and intermodal transport solutions • No. 1 in European land transport • No. 2 in global air freight • No. 3 in global sea freight • No. 6 in global contract logistics Rail • Leading European rail freight service operator • No. 1 in Europe with 22% market share • No. 1 in Germany with 75% market share t74% Logistics 4 26% Rail €inm Revenues ESATDA %margin Infrastructure' 2008 2009 5,367 5,394 1,946 1,933 36.3% 358% Track • Responsible for the operations and maintenance of the rail infrastructure • Controlling and pricing of the allocation of the rail track Stations • Operates more than 5,500 train stations in Germany • Development and marketing of the stations 81% Track t 4 19% Stations An equity investment in DB ML provides direct access to the global market Source: Company data Note: Revenues represent total revenues (external and internal); Exchange rate used for Arriva Financials: 1 GBP = 1.123 EUR ' Infrastructure excludes Services and other subsidiaries 2 All DB Bahn Financials (DB Bahn and Group) are pro•forma Including Arrive 1 J.P.Morgan DB Bahn 38%2 DB Schenker Rail 10% EFTA01104992 DB ML is a leader in each business segment in which it operates 2 w w w CO w O O w cc co European passenger market • Post acquisition of Arriva, DB Bahn is the largest European public passenger transport company • Diversified pan-European operations in bus and rail sectors European operators (sales 2009 Emm) 15.473 13,954 6,948 6.059 Geographic Presence (# countries) 29 co c .c > g "03 g Source: Competition report 2009. Company information Note: EUR(GBP FX rate of 1.123 applied 2008 data European rail freight market • DB Schenker Rail is the leading European rail freight operator • Extensive network with strategic presence in key trade corridors and ports Freight transport performance 341 2009 (mm tons) 1 0 co ig • g / 6134 120 97 86 or) v81Rs it • DB Schenker Logistics is a global player with leadership positions in sea, air and land • Unmatched breadth of service offering and connectivity of global network European land transport 3% 2% 2% 1% co X O ❑ 0 94 Volume 2009 (bn ton km) 37 27 Sea freight 9% 9% 5% 4% 23 17 0. c ta O .c.4 u. U O 7, w, 4 cc O -81 O zi O + OC0 C 2 Market share based on sales Air freight 12% Global Supply Chain Management 6% J.PMorgan EFTA01104993 DB ML outperforms its public transport and rail peers, while offering upside in logistics 2 0 0 z w z a 0 w w 0 w DB Bahn EBITDA margin FY 2009 PF DB Bahn 15.4% Stagecoach 11.8% RrstGroup 11.3% National Express 9.9% Keois' 7.2% Go-Ahead 6.6% Veola Transport2 5.7% EBITDA/Employees FY 2009 (In PF DB Bahn L 25.911 Stagecoach Go-Ahead National Express FirstGroup Veolia Transport 2MI 1,863 - 9,324 7,370 6,959 6,309 5,840 DB Schenker Rail EBIT margin 2008 , 2009 DB Schenker Rai CD Cargo Green Cargo Rail Cargo Austria SNCF3 PKP Cargo RENFE -10.0% DB Schenker Loglsti EBITDA margin FY 2009 Kuehne + Nagel DSV DB Schenker Logistics EBITDA/Employees FY 2009 (in €) [eV Kuehne + Nagel 14,130 10.892 I DB Schenker Logistics 6,494 I Panalpina 3.835 CEVA 3.624 DHL Logistics 2,801 Source: Company information Note: Financials ca endarised to 31 December 2009: DB Bahn pro-forma including Arriva: EUR'GBP FX rate of 1.123 applied 2008 figure. 2 Veolia 2008 PF for merger with Transdev. 3 Transport and Logistics division 3 J.PMorgan EFTA01104994 DB ML has recovered financially and expects strong growth in 2011 and 2012 2 < w co • I 0 w co w >- 0 w a w CC Co DB ML forecasted financials (€mm) €mm 2009A 2010E 2011E 2012E Long-tens trend Revenue 31,473 34,888 36,394 37,638 % growth (11.9%) 10.8% 4.3% 3.4% 3.0% DB Bahn 15.473 15.758 15,952 16.116 DB Schenker 15.347 18.402 19,663 20.715 DB Services 1.237 1.311 1.364 1.391 EBITDA 2,960 3,404 3,829 4,153 % rrargin 9.4% 9.8% 10.5% 11.0% 11.5% DB Bahn 2.386 2.330 2,484 2.587 DB Schenker 478 969 1,214 1.429 DB Services 297 307 332 339 Net income (77) 695 931 1.198 % margin (0.2%) 20% 2.8% 3.2% Total net debt' 7,239 10,273 9,408 8,350 Total equity 2,770 3,465 4,396 5,594 Financial leverage2 2.8x 3.1x 2.4x 1.9x Source: J.P. Morgan Research. Company information Note: Divisional revenues do not add up to total revenues due to consolidation differences of internal revenues and 'other' not being taken into account: All financials are pro-forma for the acquisition of Arriva Net debt defined as total financial debt (short-term and longterm) minus Cash 2 Financial leverage defined as total financial debt (short-term and long-term) over book value of equity E=r I ■ Export growth from Northern Europe ■ Industry experience and scale to win substantial market share, especially in the European public transportation sector post recent acquisition of Arriva ■ Growing momentum for intermodal operations driven by environmental concerns and globalisation ■ Emergence of Eastern European and Asian economies as engine of growth in global trade 4 J.PMorgan EFTA01104995 DB ML's strategy is very clear — increased integration on a regional and global basis z r CO LU w 0 z z w COCO CU 0 w w cc Integrated approach to each business Mobility / Logistics Infrastructure cDB Logistics Rail NbESCHE• DB Bahn's public transportation network is truly integrated, both intra-modal as well as across modes • Spanning 12 countries across Europe • Ranging from regional and long distance rail services, urban and inter-city bus operations to • Coaches, water buses, tram and car sharing • The interrelation between DB Schenker's freight rail and logistics activities create a network unmatched in its • Capillarity • Density ■ Distance ■ Geographical footprint ■ Diversified offering • Network and operational integration is a key driver of DB ML's competitive strength, providing unique synergies driven by: ■ Shared market insight • Competitive commercial initiatives • Best practices in network planning and operation, systems and procurement • DB ML's integrated passenger and freight rail services allow for optimal infrastructure network usage and efficient infrastructure investment programmes 5 J.PMorgan EFTA01104996 A strategic equity investment in DB ML could be a "win-win" proposition 2 I co z w 2 w - 0 w w CC cel Rationale for an equity investment in DB ML ■ Attractive opportunity to invest mobility provider ■ Best-in-class operator and all segments in the leading global leading market presence in ■ Opportunity to participate in upside potential driven by global macro backdrop and positive outlook for transport ■ Additional upside potential driven by outsourcing / tendering trends in European public transport and freight rail as well as a growing momentum in logistics outsourcing and global trade ■ Potential to invest at attractive pre-IPO valuation Rationale for Deutsche Bahn ■ Early stage preparation for full privatisation in 2012/2013 ■ Tap expertise at board level to refine and optimize DB ML's operating and financial performance n Leverage the partner's geographical reach and contacts to take advantage of strategic opportunities ■ Additional capital would be deployed in attractive investment opportunities ■ Rail ■ Logistics ■ Passenger transport 6 IPMorgan EFTA01104997 A Deutsche Bahn investment should be financially attractive Indicative investment in DB ML Pre-IPO entry multiple • Business leadership • Global trade growth • Enhanced operational performance • Full profit orientation • Strong cash flow/dividend • Change in business mix NS °I°E841mm (2.4% stake) E500mm (2.4% stake) 2011 Pre IPO investment 7 2014+ IPO exit multiple Shareholding in publicly traded company J.PMorgan EFTA01104998