PSI acquisition: Strategic expansion in US growth markets 14 - PowerPoint PPT Presentation

PSI acquisition: Strategic expansion in US growth markets 14 OCTOBER 2015 André Lacroix Edward Leigh Chief Executive Officer Chief Financial Officer www.intertek.com

Cautionary statement regarding forward-looking statements This presentation contains certain forward-looking statements with respect to the financial condition, results, operations and business of Intertek Group plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this presentation should be construed as a profit forecast. 14 OCTOBER 2015 2 www.intertek.com

PSI acquisition  Intertek has agreed to acquire Professional Service Industries, Inc. (“PSI”) for $330m 1 on a cash and debt free basis, equivalent to a 7.6x multiple based on LTM 2 EBITDA of $43m  PSI is a US industry leader in materials testing and assurance for the commercial and civil construction markets  The combination of Intertek’s Building business with PSI’s construction portfolio will create an industry leading testing and assurance ‘one-stop-shop’ service offering  Strong short and long-term growth drivers  Significant revenue and cost synergies  Financially attractive: EPS enhancing in year 1 Strategic expansion in adjacent US growth markets 1. Subject to customary post-closing adjustments 3 www.intertek.com 2. Last Twelve Months to 31-Aug-15. Adjusted for minor non-recurring items

An Industry leader in materials testing and assurance for the commercial and civil construction markets  Founded in 1961, 2,400 people  PSI reported 2014 1 revenue of $254m, EBITDA of $40m, and operating profit of $29m  An industry leader in testing and assurance for the US commercial and civil construction markets: 77% of revenue, 78% of profit  Non-destructive pipeline infrastructure testing focused on attractive mid-stream market: 23% of revenue, 22% of profit  Broad-based geographic coverage: - 87 locations across 32 states, with the ability to service all 50 states - Local delivery model  Strong management with proven track record  High-quality operator with strong capabilities, including award winning technology 4 1. Audited financials for the year ended 31-Dec-14. Adjusted for minor nonrecurring items www.intertek.com

Exciting macro and sector growth opportunities US economic growth US construction US pipelines US: Real GDP US: Total construction starts non- US: Projected pipeline capacity residential / non-building 1 additions 2 15-17E CAGR 12,000 11,055 miles $20tn 300 $17.4tn $17.9tn $18.4tn $18.8tn Billions of Current Dollars 10,000 1,880 12.7% $18tn $16.8tn Miles of Pipeline 250 $16.2tn 8,000 $15.5tn $16tn 3,885 5,471 miles 6,000 200 431 $14tn 7.0% 4,000 1,734 150 $12tn 5,290 2,000 3,306 $10tn 100 0 2011 2012 2013 2014 2015 2016 2017 14 15E 16E 17E Outlook in Feb 2014 Outlook in Feb 2015 Non-residential Non-building Gas Pipelines Crude Pipelines Product Pipelines US #1 economy in the world with Construction activity continues to US desire for energy self-sufficiency    attractive growth prospects grow Inadequate infrastructure for shale  USD 1.4 trillion expected to be added Driven by steady population growth, developments   to US GDP in real terms by 2017 stronger job market and pent-up Transmission pipelines expected to  demand for new properties Strong population growth see strong medium term growth  Demand for greener, better quality,  Recovery led by consumer spending  more modern buildings and residential and non-residential construction Growth in non-building driven by  investment in transportation systems (e.g. motorways, bridges, highways, water supply) 1. Industry data; Non-residential includes manufacturing plants, office buildings and hospitals. Non-building includes structures such as 5 www.intertek.com bridges and motorways 2. Industry publication

Well balanced and diversified portfolio Revenue mix Geotechnical By service type Geotechnical Services NDT Services CONSTRUCTION Construction NDT Property & Environmental Materials Testing Materials Services Testing Construction services Hotel Other Property & Infrastructure by end market Utilities (e.g. bridges, motorways) Environmental Services Housing Manufacturing OIL & Public works GAS Industrial Non-destructive (e.g. includes hospitals, government, municipal buildings) Testing (“NDT”) Office Retail A diversified customer base with a large group of loyal customers 6 www.intertek.com

Service complementarity Broad spectrum of services across construction/building project lifecycle Project Lifecycle Site Selection Product Facilities Property Construction & Design Qualification Management Transfer  Soil mechanics  Foundation design Geotechnical  Pavement design Services  Earthwork structures  Product/code review  Soil  Product  Concrete  Asphalt requirements  Product/system  Masonry Materials  Steel testing Testing  Compliance submittals  Product certification  Envelope consulting  Air leakage testing  Roofing  Environmental site  Fire consulting  Environmental  Building envelope assessment  Acoustical consulting  Indoor air quality  Property condition exposure Property &  Roof consulting  Field roofing and  Asbestos surveys assessments Environmental  Environmental site  Storm water plans window Services  Onsite mock-up assessment  Property condition Assessments Service offering: Intertek Both PSI 7 www.intertek.com

Building scale in growing markets Build scale and leadership position in adjacent US growth markets • Strengthen Intertek’s US business in growth sectors of the economy 01 • Expands geographic presence through PSI’s US-wide branch network • Significant revenue and cost synergies • Strong PSI management with proven track record Combine Intertek’s Building business with PSI’s construction portfolio to create an industry leading testing and assurance service offering • Leverages successful ATI acquisition • Scale up in growing US construction testing and assurance markets and gain access to 02 commercial and civil construction sectors • New customer portfolio, including construction companies, engineering firms and Government • Unique breadth and depth of industry leading service offering • Cross sell Intertek Building Sciences services to PSI’s customers; and PSI’s Materials Testing services to Intertek’s customers Strengthen and diversify Industry Services opex business 03 • Access to the attractive mid-stream pipeline market • Doubles existing Industry Services’ US based NDT business with complementary regional footprint • Continues opex diversification 8 www.intertek.com

A value accretive transaction Price: $330m 1 at completion • Attractive financial terms • LTM EBITDA 2 $43m, 7.6x multiple • Attractive revenue growth prospects for PSI Delivering • Expect PSI margin to improve by +300bps over three years value for • Impact on Intertek EPS: 2016 accretive; good long term Intertek accretion shareholders • Strong cash generation and attractive returns • Funded from existing facilities Financing • Intertek Net debt: EBITDA c.1.8x at 31 December 2015 • Completion expected during December 2015 Timetable 1. Subject to customary post-closing adjustments 9 www.intertek.com 2. Last Twelve Months to 31-Aug-15. Adjusted for minor non-recurring items

Strategic expansion in US growth markets Acquisition of a US industry leader in materials testing and 01 assurance for the commercial and civil construction markets Build scale in US construction market with significant growth 02 potential Combine Intertek’s Building business with PSI’s construction 03 portfolio to create an industry leading testing and assurance service offering Complementary NDT business providing scale in attractive 04 mid-stream market, doubling Intertek NDT business in the US Attractive financials and returns underpinned by significant 05 revenue and cost synergies 10 www.intertek.com

PSI acquisition: Strategic expansion in US growth markets 14 OCTOBER 2015 André Lacroix Edward Leigh Chief Executive Officer Chief Financial Officer www.intertek.com