financial statements 11

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1 financial statements 11

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3 F i n a n c i a l S t a t e m e n t s Milano Serravalle - Milano Tangenziali S.p.A. Registered Office: Via del Bosco rinnovato 4/A Assago (MI) Tax Code, VAT number, Companies Registry Chamber of Commerce, Industry, Crafts and Agriculture There are no sub-offices 1

4 C o n t e n t s General information 5 Notice of call of the Ordinary and Extraordinary Shareholders Meeting 7 Body of shareholders 8 Company positions 9 Network in operation 10 Main balance-sheet figures 11 Management Report 13 Letter to the Shareholders activities Management of toll collection and service areas Network management Investments The development of the dispute and other legal aspects Company bodies Relations with the Granting Body Human resources and the organisation Personnel and organisation Prevention and protection Industrial relations Training and development Social and environmental report Operating results as at 31/12/ Income statement Balance sheet Financial management Investee companies The investee companies as at 31/12/ Performance of the subsidiary companies Performance of the associated companies Performance of other investee companies Related parties Related parties 59 2

5 6. Management of business risks Management of business risks Significant events after the end of the reporting period and business outlook Significant events after the end of the reporting period and business outlook 64 Resolutions of the Shareholders' Meeting 66 Financial Statements 68 Notes to the financial statements 71 Enclosures 111 Overall paying traffic by vehicle category 112 Overall paying traffic by tariff class 120 Barrier transit 124 Ordinary maintenance interventions enclosure F 7/11/2007 Agreement 125 Types of toll collection runways 125 Investments to the motorway infrastructure 126 Report of the Board of Statutory Auditors 127 Independent Auditors Report 133 The 2011 consolidated financial statements 137 Group management report 138 Group consolidated results 143 Consolidated financial statements 147 Notes to the Consolidated Financial Statements 155 Report of the Board of Statutory Auditors 192 Independent Auditors Report 195 3

6 Road official car 4

7 5G e n e r a l I n f o r m a t i o n

8 Registered office in Assago by night 6

9 Notice of call of the Ordinary and Extraordinary Shareholders Meeting The Shareholders' of this Company are informed that, in compliance with the resolution of the Board of Directors of 30 March 2012, they are convened to the Extraordinary and Ordinary Shareholders' meeting, at the registered office, at a.m. of 29 April 2012, in first call and, if necessary, in second call, at a.m. of 11 May 2012, to deliberate on the following Extraordinary Part Agenda 1. Proposal to amend Articles 14 and 19 of the Articles of Association. Relevant resolutions Ordinary Part 2. Financial statements as at 31 December Management Report of the Board of Directors, Report of the Board of Statutory Auditors and Independent Auditors' Report. Approval and consequent resolutions. Examination of the consolidated financial statements. 3. Appointing the Board of Auditors and determining the fees amounts set aside allocated to donations and sponsoring. 5. Newpass S.p.A.: purchase of direct investment - consequent resolutions. 6. Any other business. Shareholders are entitled to attend through the presentation of the share certificates registered in their name or that they show to hold on the basis of a continuous series of transfers, or through the previous filing, at least three days before the date fixed for the Shareholders' Meeting, at the registered office or at the banks of Intesa Sanpaolo S.p.A., Carige S.p.A. and Monte dei Paschi di Siena S.p.A. For the Board of Directors The Chairman Marzio AGNOLONI, lawyer Assago, 4 April Financial Statements I General Information 7

10 B o d y o f s h a r e h o l d e r s Share capital EUR 93,600,000, fully subscribed and paid, with a unit value per share of EUR The Company does not hold treasury shares. Shareholders Number of shares % A.S.A.M. S.p.A. 95,223, MUNICIPALITY OF MILAN 33,480, S.I.A.S. S.p.A. 19,179, PROVINCE OF PAVIA 7,540, PARCAM S.r.l. 7,199, PROVINCE OF COMO 6,541, AUTOSTRADA DEI FIORI S.p.A. 5,191, CHAMBER OF COMMERCE, INDUSTRY, CRAFTS AND AGRICULTURE OF PAVIA 2,808, MUNICIPALITY OF PAVIA 1,632, GENOA PORT AUTHORITY 510, MUNICIPALITY OF COMO 360, CHAMBER OF COMMERCE, INDUSTRY, CRAFTS AND AGRICULTURE OF COMO 229, AUTOSTRADA TORINO MILANO S.p.A. 86, SATAP S.p.A. 13, PROVINCE OF LECCO 4, CHAMBER OF COMMERCE, INDUSTRY, CRAFTS AND AGRICULTURE OF MILAN PROVINCE OF MILAN TOTAL 180,000, Financial Statements I General Information 8

11 C o m p a n y p o s i t i o n s Board of Directors Chairman Deputy Chairman Directors Marzio Agnoloni, Lawyer Paolo Besozzi Giovanni Angioni Francesco Bertolini Claudio De Albertis Bruno Binasco Bruno Villois Board of Statutory Auditors Chairman Santo Rosace (*) Regular Auditors Antonella Fagiani (**) Antonio Franchitti Giovanni Greco Alberto Sacchi Alternate Auditors Massimo Colombara Roberto Guaita General Management Marzio Martino, Lawyer Independent auditing firm Ria & Partners S.p.A. (*) appointed by the Ministry of Economy and Finance (**) appointed by ANAS Term of office The Board of Directors was appointed by the Shareholders' Meeting of 30 November 2011 and will remain in office until approval of the 2012 financial statements. The Board of Statutory Auditors was appointed by the Shareholders' Meeting held on 22 April 2009 and will hold office for three financial years, hence until the approval of the 2011 financial statements. The task of the Independent auditing firm was assigned with resolution of the Shareholders' meeting of 29 April 2010 on proposal of the Board of Directors and will expire on approval of the 2012 Financial Statements Financial Statements I General Information 9

12 N e t w o r k i n o p e r a t i o n The network in operation as at 31 December 2011, for a total length of Km, is broken down as follows: STRETCH A7 Autostrada Milano Serravalle from Milano Piazza Maggi to Serravalle Scrivia 86.3 A53 Bereguardo Pavia Connection 9.1 A54 Pavia orbital road 8.4 A50 Tangenziale Ovest (West Orbital Road) Motorway of Milan with Fiera Rho-Pero connection 33.0 A51 Tangenziale Est (East Orbital Road) Motorway of Milan 29.4 A52 Tangenziale Nord (North Orbital Road) Motorway of Milan 12.9 Lentate Variant on Seveso 5.5 TOTAL KM In particular, km of the network are three lanes in each direction: A7 Motorway of Milan to the A26-Predosa branch line (73.1 Km) A50 orbital road for the entire planned route except the Fiera Rho - Pero connection (31.5 Km) A51 orbital road from the A1 link to the station of Agrate (19.5 Km) In order to assess the 2011 motorway quality and the relevant tariff adjustment, the current Agreement with ANAS assigns the Company, in terms of development of the licensed network, the Milano-Serravalle Motorway sections and the three Orbital roads of Milan for a total of Km, since the links re-conveyed or to be re-conveyed to the target public body with relevant measure are not inserted in this context. The percentage breakdown of the licensed network is as follows: The network is interconnected to the main motorway sections of northern Italy: A4 SATAP S.p.A., Torino-Milano (Turin-Milan) A4 Autostrade per l'italia S.p.A. (Direction of the second section), Milano-Venezia (Milan-Venice) A8 Autostrade per l'italia S.p.A. (Direction of the second section), Milano-Laghi (Milan-Lakes) A1 Autostrade per l'italia S.p.A. (Direction of the second section), Milano-Bologna (Milan-Bologna) A7 Autostrade per l'italia S.p.A. (Direction of the first section), Serravalle-Genova (Serravalle-Genoa) A21 SATAP S.p.A., Torino-Piacenza (Turin-Piacenza) A26 Autostrade per l'italia S.p.A. (Direction of the first section), A7-A26 link, Predosa Bettole 2011 Financial Statements I General Information 10

13 M a i n b a l a n c e - s h e e t f i g u r e s The historical series of the last three financial years relevant to the main financial and equity data of the Company is shown below. The value of production is the one stated in the reclassified Income Statement. in thousands of EUR Paying traffic (millions vehicle/km) 3,230 3,241 3,172 Financial/equity data Value of production 210, , ,589 Revenues from tolls net of additional fee 193, , ,752 Income from service areas 7,205 4,444 4,448 Value added 143, , ,913 EBITDA 101,257 96,535 91,095 % EBITDA Earnings before interest and taxes (EBIT) 58,452 53,169 48,509 % EBIT Net result 17,028 23,752 34,392 Net invested capital 593, , ,118 Net financial position -227, , ,627 Shareholders' equity 366, , ,491 ROE 4.64% 6.40% 9.31% ROI 9.84% 9.06% 8.88% Financial covenant - NFP/EBITDA Financial covenant - NFP/PN Financial soundness requirement (enclosure N - Anas) FCO/SD (*) n.a Net cash flow 22,070-7,117-15,309 Average workforce (no. of units) Certain 2010 and 2009 items were reclassified in order to make them in line and comparable with those of 2011 (*) FCO = cash flow from operations to the debt service, SD = debt service. The requirement, pending certification by the Independent auditing firm, will be available within a fortnight from the approval of the financial statements by the Shareholders' meeting Financial Statements I General Information 11

14 A50 Tangenziale Ovest (Wert orbital road) - Rozzano Quinto de' 2011 Financial Statements I General Information 12

15 M a n a g e m e n t R e p o r t

16 L e t t e r t o t h e S h a r e h o l d e r s Dear Shareholders, The financial year just ended was characterised, in the second half of the year, by a critical stage for the entire Italian economy and for the financial markets in general; this situation will likely impact also on the next financial year. Nevertheless, despite the unfavourable macroeconomic environment, the results achieved in 2011 show that your Company is able to absorb, from the industrial point of view, the effects of the economic slowdown. In particular, the financial statements as at 31 December 2011 that we submit to your approval show earnings before taxes of approximately 35 million that, after having deducted a tax incidence of 51.6%, report a net profit EUR 17,028,082, down compared to the previous year basically as a result of the write-down (of EUR 15,966,382), of the investment held in A4 Holding S.p.A. (former Brescia Verona Vicenza Padua Motorway). This is the second write-down of the book value of the investee that was necessary to make to adapt it to the values derived from the market trend, considering that the above shareholding is allocated among current assets, in that in June your Company, according to a special resolution, decided to transfer this share to face up to other business requirements. Having said this, in 2011 your Company recorded an increase in EBITDA corresponding to approximately 5%, passing from 96 million in 2010 to 101 million and strengthening an incidence of more than 48% on the value of production. The result was helped by the growth in toll revenues that, as said in the introduction, were affected modestly by the crisis - considering that the traffic recorded, over the previous year, a 0.3% decrease - and by all the initiatives aimed at improving management efficiency. The latter includes the achievement of the agreement with the oil companies concerning the review of the value of the royalties, recognised on the oil sales in all licensed service areas, as from 1 January 2010; moreover, the review of the cost structure and of the work organisation recorded a decrease in operating costs and a moderate increase in the cost of Labour, respectively, notwithstanding the renewal of the national contract. The net financial position and Ebitda ratio was 2.49 and the Net financial indebtedness and Shareholders equity ratio was These values lead to carefully monitor the financial flows of your Company also in the light of the support of the new projects referred to in the following report. With regard to the commitments undertaken with the Granting Body, we point out the improvement of the quality of the offered service implemented through targeted maintenance operations, in compliance with the agreement provision, which, besides having successfully passed all inspections conducted by Anas, contributed to lowering the mortality rate on the licensed motorway network from the previous year by 40%. Your company is behindhand with investment planning and especially the delays relating to the contract for the expansion of the junction of Lambrate of Tangenziale Est (East Orbital Road) and the completion of the road system for accessing the Intermodal Centre of Segrate, are due to the unexpected rise in the ground water table, occurred since the beginning of 2011, which has even led to the suspension of all works with regard to the road network of Segrate. Only recently, with the signing of a transaction with the contractor, the approval of an expert report for change concerning the junction of Lambrate, the removal from the contract of the road network of Segrate and the setting-up of a new Committee for examining the significant reserves entered in the accounts, the works that must be completed within the new agreed deadlines were undertaken. At the same time, the activities related to the drawing-up of the project for the completion of the road network for assessing the Intermodal Centre of Segrate were started Financial Statements Management Report 14

17 The delays in laying the triple-wave guardrails in the Milano-Serravalle Scrivia stretch and along the Tangenziale Ovest (West Orbital Road) of Milan are due to the appeals filed by the tenderers during the tenders. In February 2012, following the acceptance in precautionary terms of the arguments of the Company, it was possible to award the laying works of the triple-wave guardrails in the pertaining stretch of the A7 Motorway. With regard to the motorway redevelopment work of Provincial Road S.P. 46 Rho-Monza from Tangenziale Nord (North Orbital Road) to Baranzate, a work for which the Interregional Superintendent of Public Works of Lombardy and Liguria is acting as Contracting Station on behalf of your Company, the tender procedures are still in progress and should be completed in the current year. Given the above, your Company, in the next few years, should record a significant recovery of investments to the motorway infrastructure. Over the year, you Company has also acted as a holding company by acquiring a number of investee companies that are developing the most important infrastructure projects in the Lombard area that should be completed no later than 2015, i.e. in view of the Expo. Support to these projects already in progress involves, in the next few years, a significant financial and economic effort for your Company that can be estimated in an equity requirement of about EUR 100 million in 2012 and EUR 180 million in 2013 in addition to the signing by the investees of an important debt with banks to which your Company may be called upon to provide letters of comfort. For this reason, the Shareholders are called to specific commitments and related decisions in the absence of which it will become impossible for the Company to ensure a financial position that meets the commitments undertaken and being undertaken. Moreover, taking into account the international financial situation, it may happen that in order to make bankable the financial plans related to projects, at the close of the activity related to project financing, all the Shareholders may request capital resources in addition to the above. Moreover, the requirements of the Granting Body that limit injections of capital to those of the approved financial plan (limits that have already been reached) impose on your Company the finding of additional guarantees as tied-up lines of credit for carrying out traditional investments, as well as the compliance of the financial soundness requirement and of the indebtedness/shareholders' equity ratio provided for in the agreement. Therefore, considering the context of the financial markets, this results in the need, for your Company, to raise additional requested financial resources, already in 2012, through the most appropriate tools to be used alternatively or in a combined manner, such as a capital increase or the issue of a bond, or transfer and/or spinning-off of company divisions and/or transfer of investments in vehicles that consider the entry of other Shareholders bearers of financial resources supporting the projects Financial Statements Management Report 15

18 Finally, also on behalf of the entire Board of Directors, I extend a warm thank you to all the employees of the Company who work every day with commitment and dedication, as well as to the Traffic Police constantly present on the licensed motorway network. I must thank the members of the Board of Statutory Auditors who, for the three-year period just ended, followed the activity of the Board of Directors with professionalism by carrying out a constant monitoring and support. I would like to express appreciation to the entire supervisory board and its Chairman, Giuseppe Grechi for the activity carried out during the year. In conclusion, a special thanks goes to Anas S.p.A., AISCAT and Associazione FISE for the important and qualified contribution offered during the financial year. For the Board of Directors The Chairman Marzio Agnoloni, Lawyer 2011 Financial Statements Management Report 16

19 activities

20 1.1 The management of toll collection and service areas Traffic During 2011, the traffic on the licensed network, with 3,230,224,720 kilometres travelled (paying vehicles), recorded a 0.32% decrease compared to the previous financial year. PAYING TRAFFIC (VEHICLES- KM) 2011 % 2010 % change A7 Milano - Serravalle 1,575,223, ,574,461, Milano Ovest (West Milan) 213,698, ,724, Terrazzano 302,086, ,670, Milano Ghisolfa 63,810, ,539, Melegnano tollbooth 52,190, ,293, Milano Sud (South Milan) 244,202, ,242, A50 Tangenziale Ovest 875,988, ,470, Venice 215,214, ,664, Vimercate 148,313, ,047, A51 Tangenziale Est 363,528, ,712, Sesto S. Giovanni 299,917, ,799, Monza 115,567, ,100, A52 Tangenziale Nord 415,484, ,899, TOTAL 3,230,224, ,240,544, Specifically, the first half year showed an increase compared to the same period last year of 0.92% (+ 0.51% on light vehicles and % on heavy vehicles), whereas the second half year decreased by 1.51% (- 1.36% on light vehicles and on heavy vehicles). paying vehicles/km 1st half of st half of 2010 % change Light vehicles 1,288,935,798 1,282,363, Heavy vehicles 310,592, ,514, TOTAL 1,599,528,374 1,584,878, paying vehicles/km 2nd half of nd half of 2010 % change Light vehicles 1,331,563,450 1,349,986, Heavy vehicles 299,132, ,678, TOTAL 1,630,696,346 1,655,665, paying vehicles/km Total Total % change Light vehicles 2,620,499,248 2,632,350, Heavy vehicles 609,725, ,193, TOTAL 3,230,224,720 3,240,544, The changes by each stretch compared to last year are set below: A7 Motorway +0.05%, resulting from -0.13% for what concerns light vehicles and from +0.84% for heavy vehicles; Tangenziale Ovest (West Orbital Road) -1.1%, resulting from a total of -1.34% for what concerns light vehicles and from +0.02% for heavy vehicles; Tangenziale Est (East Orbital Road) -0.05%, with +0.22% for light vehicles and -1.41% for heavy vehicles; Tangenziale Nord (North Orbital Road) -0.3%, with -0.41% for light vehicles and -0.07% for heavy vehicles. COMPARISON OF LIGHT AND HEAVY VEHICLE PAYING TRAFFIC % Change paying vehicles/km Light vehicles Heavy vehicles Light vehicles Heavy vehicles Light vehicles Heavy vehicles A7 1,286,892, ,330,824 1,288,544, ,916, A50 699,710, ,277, ,232, ,237, A51 303,468,412 60,060, ,791,203 60,921, A52 330,427,380 85,057, ,782,030 85,117, TOTAL 2,620,499, ,725,474 2,632,350, ,193, Financial Statements 2011 Activities

21 The traffic structure divided between light and heavy vehicles changed slightly compared to the previous year: the traffic of light vehicles decreased from 81.2% to 81.1% of the total traffic whereas symmetrically the traffic of heavy vehicles stood in 2011 at 18.9% of the total. Motorway A7 shows a lower incidence of commuter-type movements, considering an increase in heavy vehicles in the traffic structure that passed from 20.3% in 2010 to 20.5% in 2011 and a 0.9% increase in the average distance compared to last year (from 39.6 to 39.9 km). The orbital roads of Milan show a general decline in traffic, more substantial in overall terms for light vehicles (-0.8%) than heavy vehicles (-0.05%). Transits at the barriers, according to the table in the chapter of the enclosures, decreased all in all by 0.7% with positive trends only on the interconnection barriers with A4 Motorway towards Venice (Agrate and Monza). The decrease in traffic at the toll collection barriers compared to 2010 was also confirmed by the traffic survey campaign carried out on the entire orbital road network of Milan. 44 sections, junctions or single junction ramps were assessed for a total of 220 points of survey. All measurements were carried out by automatic equipment, mainly radars. The survey sections were grouped into homogeneous areas to obtain a description of the road traffic along the network of the orbital roads of Milan in terms of exchange with the crossed territory. In 2011, 7,336 heavy haulage authorisations were issued: this value, down by 2.5% compared to the previous year, must be considered with reference to the crisis in the transport sector as a whole. In accordance with paragraph 3 of the CIPE (Interministerial economic planning committee) Resolution of 21 December 1995, published on the Official Gazette no. 47 of 26 February 1996, the monthly data of paying traffic in travelled kilometres, broken down both in the categories of heavy vehicles and light vehicles, and in tariff classes, for are enclosed in the tables. Tariffs As from 1 January 2011, in accordance with Italian Ministerial Decree no /2010, the standard kilometric tariff on the entire motorway network increased by 1.53%, including the 0.14% increase of the "K" variable, i.e. the rate component relevant to the remuneration of the new investments approved in the Single Agreement of 7 November Moreover, in accordance with Italian Law no. 122/2010 the additional license fee, pertaining exclusively to the Anas, increased from 4 to 6 thousandth of EUR by vehicle/km for A and B vehicle classes and from 12 to 18 thousandth for the vehicle classes. In 2011, all the obligations for determining the tariff adjustment for 2012 were observed. In particular: evaluation and communication to the Granting Body of the Quality indicator, whose change in 2012, preparatory to the change in tariffs, was 0.53%; communication to the Granting Body of the 1,56% increase in toll rates, calculated according to the traditional formula of the price cap and therefore considering the programmed inflation (1.50%) and the quality of service indicator, net of the productivity factor (0.47% as per the minutes of 30 November 2009); transmission in October of documents relating to the status of implementation of the new investments carried out since the last quarter of 2010 through 30 September 2011, for the purposes of determining the "K" component". After the relevant inspections by the Granting Body, the "K" component for 2012 was set to 0.29%. As from 17 September 2011, with the Italian Decree-law no. 138 converted into Italian Law no. 140/ 2011, tolls to road users increased owing to the change in Vat from 20% to 21%. With decree no of 30 December 2011 issued by the Minister of public works and transport, in concert with the Minister of Economy or Finance, the tariff adjustment of 1.85% for 2012 was approved Financial Statements 2011 Activities

22 Tolls As at 31 December 2011, the net tolls for the period amounted to EUR 193,047,029 million and increased by 0.77 % compared to the previous financial year. Tolls % change Revenues from tolls 216,322, ,230,068 Additional fee ex Italian Law 109/2009 Article 19-23,275,179-13,663,193 NET TOLLS FOR THE PERIOD 193,047, ,566, of which: 2011 % 2010 % % change A7 Milano - Serravalle 67,489, ,468, Tangenziale Ovest 50,213, ,988, Tangenziale Est 35,368, ,345, Tangenziale Nord 39,976, ,764, NET TOLLS FOR THE PERIOD 193,047, ,566, Also in 2011, the offer of Telepass Family (electronic motorway toll-charge system) and Viacard (motorway toll pass) discounted by 25% in favour of the commuters at the barriers of the open systems of Agrate, Sesto San Giovanni and Terrazzano continued and also this year the initiative was considerably appreciated by the commuters. The growth trend in the use of the electronic motorway toll-charge system continued, albeit in a less pronounced way compared to the previous financial years, as shown by the diagram below. BREAKDOWN OF TOLLS BY FORM OF PAYMENT Service areas In 2011, the sales volumes of the oil products in the service areas of the pertaining network, decreased by 5.02%. In particular, a 5.36% decrease is recorded on the Orbital Roads whereas a 4.30% decrease is recorded on the A7 Motorway. As for the non-oil sales volumes, there is an overall loss on the network of 1.77%, ensuing from a decline in sales both on the Orbital roads (-1.88%) and on the A7 Motorway (-1.61%). In 2011, a settlement agreement with an oil company was reached concerning the non-fulfilment of agreement obligations: as a result of this agreement, royalties on oil sales were revised in the service areas licensed to that company as from the 2010 financial year. This led to a 71.5% increase in oil royalties in 2011 compared to the previous financial year, in addition to a further invoicing of oil royalties relating to 2010, of 1.49 million. Moreover, with the 2011 Financial Statements 2011 Activities

23 Company subject-matter of the transaction, the projects concerning the renovation of six service areas are being defined that will be completed for the opening date of Expo Always concerning the non-fulfilment of agreement obligations, a draft settlement agreement - which was transmitted in ANAS for the opinion of competence - was agreed and formalised with another Italian oil company. This agreement provides for the renegotiation of the oil royalties on the service areas licensed to the company, in addition to a complete renovation of a service area on the Tangenziale Ovest (West Orbital Road) and the rationalisation of the layout of another licensed service area on Tangenziale Est (East Orbital Road). Pending the authorisation, by Anas, for signing the agreement, the Company is finalising with the technicians of the oil company the modernisation projects. In particular, the projects include the renovation of buildings and installations on the service areas as well as the rationalisation of their layout in order to improve the quality and safety of the offered services, both oil and non-oil. Furthermore, if technically feasible, the methane distribution network will be installed in the areas subject to restructuring. The monitoring and control of the state of repair of the service areas and the level of quality of the offered service - designed to promptly identify and resolve critical issues and improve quality standards - continued. During the inspections of Anas, no critical - and therefore sanctionable - maintenance situations were found Financial Statements 2011 Activities

24 1.2 N e t w o r k m a n a g e m e n t Maintenance and operations relevant to the motorway infrastructure The commitments established in the Agreement concerning the maintenance of the motorway sections for 2011 were fully observed; it should also be pointed out that all the inspections carried out by Anas have always had a positive outcome, certifying compliance with standards of reference of the service levels provided for by the Agreement. A particularly mild winter helped to organise at best the maintenance interventions, focusing on the extraordinary interventions related to the recovery of the structures. As part of the annual ordinary maintenance, i.e. the maintenance of the motorway infrastructure, green works, signs, guardrails and fences, the activities carried out guaranteed, like every year, a level of security of the licensed network in accordance with the standards required: the significant intervention on the fences where the most damaged nets were replaced by new structures greater in height should be reported. The activities concerning winter services always ensured the full fitness for use of the licensed motorway stretches: to this end, new and sophisticated systems for the detection and traceability of salt spreaders were used. The most significant maintenance operations involved flooring, with the replacement of the old wear and tear carpet with a new-generation draining mix in significant stretches of the A7 Motorway and of the three orbital roads and redevelopment of the road superstructures by using reinforcement geogrids, in order to increase the carrying capacity of the road. In particular, the works concerned the replacement of the wear and tear carpet, both normal and draining, by a new draining carpet of about km distributed along all the network (about 382,311 sq.m); the overall presence of the draining surface increased and now accounts for 84.18% of its own development from the previous 82.53%. The many interventions for the recovery and maintenance of the motorway handworks include: the painting of the steel girders of some flyovers of the A7 Motorway and of the Tangenziale Ovest (West Orbital Road); the completion of the safety interventions of the wing walls of the junction handworks of the node of Ghisolfa on the Tangenziale Ovest (West Orbital Road) and the beginning of the extraordinary redevelopment works of the six handworks of the node; the reconstruction of the planking of flyover no. 70 of the A7 Motorway and the implementation of safety measures with the carbon fibre technology of flyover no. 71 damaged by a non-standard vehicle, the start of the maintenance works of the bridge on the Ticino river of the A7 Motorway; the restoration of the concrete on the face of the Parchi Viaduct on Tangenziale Est (East Orbital Road); the redevelopment of the crowning of the bridges on the Olona river on Tangenziale Ovest (West Orbital Road), the process management of the water table on State Road 33 near the Cerchiarello Tunnel; the process management of rainwater on Tangenziale Nord (North Orbital Road) for improving the existing disposal system; the beginning of the extraordinary recovery works of the motorway handwork of the flyover of State Road 526 of Gropello Cairoli; the sides of the handwork of the junction of via Mecenate on Tangenziale Est (East Orbital Road) and the collection and deviation of the water table. With regard to buildings, the project for the adaptation to the existing regulations of wastewater and deposits of chlorides of the area of the Milano Ovest (West Milan) barrier, which was followed by the declaration of commencement of the building activity; the works are expected to be carried out in the first few months of Finally, it should be noted that the removal of the advertising facilities in view of the motorway continued; at the end of the reporting period 122 plants were removed out of a total of Financial Statements 2011 Activities

25 There were many ordinary maintenance activities in the sector of technological plants subordinated to the motorway network and to several fixtures. In addition to the scheduled normal maintenance operations and emergency support on failure, various initiatives concerning the redevelopment program continued, distributed over the medium term, and aimed at the achievement of quality, safety and energy efficiency standards as well as regulatory compliance. In this context, the most significant activities concerned: the continuation of the renovation works of fire protection systems in the barriers and tollbooths throughout the network; the continuation of the redevelopment works of the road lighting systems; the completion of the modernisation works of the rescue posts throughout the network; the completion of the works for the redevelopment of the data transmission networks in optical fibre; the transformation in methane gas of old diesel oil power stations to serve the fixtures of barriers and toll booths. Finally, the start of the procedures for the planning of interventions for the renewal of electric and internal lighting systems of buildings and air conditioning systems of toll booths, required for improving the standards of comfort for the personnel and to achieve the energy saving target must be reported. Safety and accident rate During 2011, on the licensed network, a significant reduction of car accidents (more than 25%) and accidents with damage to persons (more than 15%) as well as fatal accidents (about 43%) was recorded. The average number of accidents per day decreased from 5.4 in 2010 to 4.1 in ACCIDENTS ON ROUTES OF PASSENGERS AND MERCHANDISE /2010 % change Total with injured persons fatalities Total with injured persons fatalities Total with injured persons fatalities A7 Mi-Serravalle Tangenziale Ovest Tangenziale Est Tangenziale Nord = TOTAL NETWORK 1, , The accident rate, calculated as the number of accidents per 100 million vehicle-km, decreased from to 34.33, whereas the mortality rate (number of fatal accidents per 100 million vehicle-km) decreased from 0.32 to Toll collection The non-compliance with automation plan, in relation to what was provided with the original time schedule, allowed to obtain only partially the planned savings concerning the toll collection workforce. During the year, two automated teller machines were installed at the barrier of Agrate/Vimercate and two at the barrier of Terrazzano that, added to those previously installed at Sesto San Giovanni, Agrate, Terrazzano, Casei Gerola, Castelnuovo Scrivia and Tortona, increase in this way the number of automated teller machines installed at the barriers/tollbooths to twenty one. To complete the program related to the automation plan, the interventions at the barrier of West Milan and at the tollbooths of Binasco, Bereguardo and Gropello Cairoli are still to be carried out. At the business level, the first effect of the activation of the automated teller machines and the subsequent work reorganisation of the sector was a significant reduction in work shifts (- 8.66% compared to 2010). The management of the transits with automated teller machines decreased the use of manual runways, compared to total transits, from 23.19% in 2010 to 19.72% in All in all, the use of automatic runways during 2011 amounted to 80.28%, compared to 76.81% in Financial Statements 2011 Activities

26 PERCENTAGE OF TRAFFIC MANAGED BY AUTOMATED RUNWAYS The chart confirms that the decrease in the use of manual runways is opposed by the increasing use of automated payment methods by the users. With reference to the business activity carried out by the "Courtesy Points", 12,768 electronic motorway toll-charge equipment was distributed, of which 1,417 discounted Family type (in particular, 724 assigned by the Courtesy Point of Agrate Brianza, 611 by that of Sesto San Giovanni and 82 by that of Terrazzano). Information to road users The Company's commitment in providing information and assistance to road users in an increasingly timely, accurate and efficient way continued, through a series of initiatives that integrate the direct information, implemented by means of variable message signs on the network. The latter, installed along the pertaining network, are 85 of which 45 while commuting and that, together with the variable message mobile trolleys used in Tangenziale Est (East Orbital Road) and Tangenziale Ovest (West Orbital Road), allow an increasing flexibility and timeliness of delivery of information in case of incidental events and/or construction sites. In 2011, the Company reached its users through its Internet site, the traffic call centre, the daily presence within the RAI TV program Buongiorno, Regione, the radio agencies AGR - AUTOTRAFFIC RADIOTRAFFIC, which supply some local radio stations, the INFO FLASH videos in the filling stations, the institutional service of CISS VIAGGIARE INFORMATI (TRAVEL INFORMED) and finally, by virtue of agreements without consideration with Infoblu, for the traffic situation in real time on browsers, smartphones and iphone, and with Telelombardia for the dissemination of information useful to the road network during some programs of the Mila-now channel, in the customer base formed by the Lombardy Region, through audio and/or audio video connections. In order to further improve the dissemination of information on traffic related to the pertaining network, an agreement without consideration was entered into with ASPI S.p.A. for the dissemination of information in real time on traffic and road network, through the Multi-media centre for the production of video and audio news and the Italian radio station RTL As from May, the Company was involved in the start-up of the ICT Strategic Project for the Expo 2015 System, Transport ecosystem (to create an information network, initially referred to transport systems, in view of the EXPO event. The aim of the project is to encourage and promote, in compliance with the autonomy and responsibility of each subject, the interoperability and integration of services and applications developed for the exhibition Financial Statements 2011 Activities

27 Road conditions and traffic services The main business of providing assistance to road users, twenty four hours a day, by the Traffic Wardens continued strengthening the internal organisational changes introduced in 2010 that benefited from the redeployment of the operating staff on the three premises of Tortona, Sesto San Giovanni and Milan. The reporting of road accidents with no injuries to the Traffic Wardens and Managers, started in July 2010, continued with success. As at 31 December, the Wardens reported 139 accidents, in addition to providing the normal assistance to road users and shadowing the Motorway Police on the occasion of different events. Interventions in homogeneous areas A7-A53-A54 A50 A51 A52 Total Accidents ,214 Queue warning ,614 Request for aid and assistance to road users 988 1, ,338 Other interventions 1, ,113 TOTAL INTERVENTIONS 3,339 3,869 2,870 1,201 11,279 Radio Information Centre During the year, a new computer system for event handling was used, with rationalisation of the operators' workstations. Overall, the events monitored and actively managed by the radio information centre were 36,620. The Weather Service was reactivated at the beginning of the winter season: it provides dedicated information concerning weather twenty four hours a day, allowing to make timely operational decisions and the subsequent optimisation of field resources, also in relation to the Snow Plan, prepared on the basis of what is provided by the Italian Road Network - National Coordination Centre on the road network. The Snow Plan is prepared annually to prevent motorway inconveniences caused by snowfall, and includes the temporary stoppage of heavy vehicles to prevent traffic restrictions caused by vehicles without snowchains or snow-tyres on motorway stretches and areas previously identified. On the analogy of the Snow Plan, and always upon the request of Anas, in June the management plan of the mass departure for the holidays was drawn up and sent to the National Coordination Centre on the Italian road network. This document identifies, with a special reference to the period of mass departure for the holidays and return in mass at the end of the holidays, the technical, organisational and management measures aimed at countering any unfavourable condition and at ensuring completely safe traffic mobility with adequate information to users on the go. S.E.T. - Sistema Europeo di Telepedaggio (European Electronic Toll System) Following the coming into force of the decision of the Commission 2009/750/EC of 6 October 2009, on the definition of the European toll system service and relevant technical elements, the implementation of the 2004/52/EC Directive started, concerning the interoperability of the services for the electronic collection of tolls on the territory of the European Union, with which a European Electronic Toll System was set up to allow the users pay the toll wherever there is an electronic toll system, using a single on-board equipment and a single contract entered into with an operator of their choice among those who will qualify as service providers. Moreover, the toll collection systems must guarantee the payment of the toll on the actual distance covered. The aforesaid Directive, acknowledged in Italy with Italian M.D. of 18 November 2005 (published on Official Gazette no. 60 of 13 March 2006), establishes that S.E.T. must be made available, for vehicles weighing over 3.5 tonnes and for vehicles authorised to carry more than 9 people, no later than three years from the coming into force of the decision in 2011 Financial Statements 2011 Activities

28 hand, and within a further two years for all other types of vehicle. The setting-up of the national electronic registers was included along the obligations preparatory to the activation of the S.E.T. The setting-up of the registers will be followed by other obligations aimed at the completion of the entire system of interoperability, according to the plan envisioned by the European Union. In particular, as a concessionaire, the information required for setting-up the database of the national register of the S.E.T. was drawn up and sent to the Minister of public works and transport. 1.3 I n v e s t m e n t s During 2011, the activity related to the carrying-out of the interventions for the adaptation and expansion of the licensed network continued. Costs incurred for investments amounted to a total of 18.3 million, net of finance costs, in connection with a forecast of the financial plan of 77.5 million. The lower production compared to the program set forth in the Agreement, as explained below, is primarily due to the slowing-down of the activities of the construction site of the junction of Lambrate and the suspension of the completion of the road network for the intermodal centre of Segrate due to the unexpected rise in the level of groundwater in the stretch in the trenches, to the extension of the time for the final awarding of the contract works concerning the extraordinary maintenance of handworks of the A7 Motorway Milano-Serravalle (bridge on the Ticino river) and of A50 Tangenziale Ovest (West Orbital Road) (node of Ghisolfa) and finally to the tender procedure not yet concluded of the two most significant interventions for the adaptation of central reservation guardrails and side guardrails on A7 Motorway and on the Tangenziale Ovest (West Orbital Road), due to appeals relating to awarding procedures of the works carried out by several competitors. Fixing up the Bereguardo-Pavia motorway link (Works approved by the Agreement of 7 December 1999) The ANAS approval of the final project was issued on 29 December 2010, with requirement on the conditions for the transfer in use of the areas within the motorway grounds, owned by ANAS and managed by the Company. The measure allowed to draw up the feasible project that was sent to Anas on 2 March 2011 for the pertaining authorisation, received on 28 September. In December, Anas gave its opinion on the type of call to adopt to start the tender. Redevelopment and modification of the junction of Tangenziale Ovest (West Orbital Road) with the A1 Motorway, towards Milan (Works approved by the Agreement of 7 December 1999) The works were delivered in December 2010 and will end, according to contract, in July The initial phase of the work site concerned bomb defusal and resolving the interferences. The works interfering with the 164 Provincial Road and the redevelopment of the handwork for climbing over the A1 Motorway were carried out, in compliance with the intervention timeframes agreed with the Operating Companies (Province of Milan and Autostrade per l'italia). The works continue regularly and the foundation works supporting the prominences of the roadway are currently in progress. The production of the works reached 52% of the contract amount. New junction on Tangenziale Ovest (West Orbital Road) Quinto de Stampi - Rozzano (Works approved by the Agreement of 7 December 1999) 2011 Financial Statements 2011 Activities

29 The new junction was opened to the traffic at the end of November 2010 and the completion of the marginal works occurred in February 2011, well in advance compared to the contract of April This implied the acknowledgement to the company, as provided by contract, of a bonus for finishing early. Completion of the road network for the intermodal centre of Segrate and related expansion of the junction of Lambrate on Tangenziale Est (East Orbital Road) (Works approved by the Agreement of 7 December 1999) The works as at 31 December 2011 reached an amount of EUR million accounting for 52% of the contract amount. The end of 2010 was characterised by a considerable recovery in production, and the beginning of 2011 was characterised by the abnormal increase in the ground water table, which reached its peak at the end of January. This circumstance involved the total interruption of the works in the stretch in the trenches of the road system for accessing the Intermodal Centre of Segrate and slowed down considerably the works of the Lambrate junction. Different technical solutions were developed in the meantime in order to resolve the problems subject-matter of several meetings with Anas, Lombardy Region, Province of Milan and Municipality of Milan and Segrate between August and September. Information superhighway: Integrated traffic detection system Video surveillance and Information to users (Works approved by the Agreement of 7 December 1999) In 2011, works continued in order to allow the usability of the variable messaging system. The installation of the portals concerning the territories of the Municipality of Milan are still to be completed, whose authorisations to install by the Municipality arrived only at the beginning of The works related to the management centre, the installation of video surveillance cameras and traffic sensors were mostly completed. Noise barriers - Municipality of Cologno Monzese (Works approved by the Agreement of 7 December 1999) The adoption of the variance to the general town plan, effective as from 29 December 2010, allowed to start the preliminary procedures of expropriation and implement the required project updates, this is why in July the final project was sent to Anas for approval, which will be followed, once the approval is obtained, by the activation of the tender procedure under the supplemented contract work system. Hydraulic arrangement works of the right bank and protection of the piers of the bridge on the Po river of the A7 motorway (New investments Single Model Agreement of 7 November 2007) The works were awarded on 19 July 2011, and after entering into the tender, delivered on 18 November The works will have a duration of 730 days and will end on 17 November The works relating to the preparation of the work site and its accessibility are underway. Environmental and landscape works: noise barriers (New investments Single Agreement 7 November 2007) Municipality of Rozzano The works were delivered on 19 May and their conclusion is expected on 5 October After a delay in starting the works, such as to entail the activation of the procedure of "Termination of the contract for severe breach, severe irregularity and severe delay", set forth in ex Article 136 of the Contract-work code, a changed attitude of the company was reported to partially make up for the delays, now being constantly monitored. The production of the works reached 4% of the contract amount. Municipality of Milan: Tangenziale Est (East Orbital Road) (Mi Est 3) The pronouncement of the Municipality of Milan on the final project of sound intervention submitted to it in 2010 is still pending, despite the repeated requests for a pronouncement made in Financial Statements 2011 Activities

30 Municipality of Pavia II The final project of sound mitigation intervention was approved by Anas on 22 December 2010, which declared the public interest of the project. On 14 June 2011, Anas authorised the feasible project and finally, on 21 December, it declared its opinion on the type of call to start the tender. Municipality of Milan: Tangenziale Est (East Orbital Road) (Mi Est 1 and Mi Est 2) and A7 Motorway (Cantalupa) The planning of three interventions (two on Tangenziale Est (East Orbital Road) and one on A7) was activated in advance compared to the Financial Plan. At the end of the objections and pre-trial investigations, the sound project was sent to the Municipality of Milan in June 2011 for the preliminary approval of competence, not yet occurred to date. Municipality of Buccinasco: Tangenziale Ovest (West Orbital Road) and Municipality of Trivolzio: A7 Motorway The early planning compared to the Financial Plan was also due to the continuation of the authorisation procedure of the interventions in the Municipality of Milan. During 2011, the Company submitted the final project of sound mitigation to the approval of the Local Authorities, sending the final project to Anas on 29 September, in order to obtain the declaration of public interest. In June, the last instalment of EUR 400,000 of the 1-million grant was paid to the Municipality of Sesto San Giovanni, acknowledged in the Agreement signed on 24 July 2008, in favour of the works of environment requalification. Works of modernisation to improve the sector quality standards (New investments Single Agreement 7 November 2007) Adjustment of central reservation and side guardrails and lighting of Tangenziale Ovest (West Orbital Road) The Ministerial Committee completed the technical and economic evaluation of the offers awarding the works temporarily and sent the results to the PM for checking the abnormal conditions. One of the excluded participating companies lodged an appeal to the regional administrative court, whereas another company anticipated its impugnation. The abnormal condition is being checked. Adaptation of central reservation guardrails, side guardrails and A7 Motorway flyover On 30 March 2011, the Ministerial Committee completed the technical and economic evaluation of the offers as a result of which two of the excluded participating companies appealed to the regional administrative court, both rejected on 25 May One of the two claimant companies lodged a new appeal with the regional administrative court for additional reasons and contested the first judgement before the Council of State, both rejected definitely. In the meantime, the checking of the abnormal condition was completed and the final awarding is expected, in order to enter into the contract with the contractor and deliver the works. Adjustment of central reservation and side guardrails and lighting: Tangenziale Est (East orbital road) and Tangenziale Nord (North orbital road) During 2011, the preliminary planning was initially activated and then the final planning, requested by Anas. Extraordinary maintenance on handworks of A7 Motorway: bridge on the Ticino river, bridge on the Terdoppio stream and flyover at km The works were delivered on 7 July 2011 and their completion is expected on 22 January The works are being carried out regularly with the recovery of the face of the planking and the scarifying of the slab of the bridge on the Ticino river. The production of the works reached 7% of the contract amount. Extraordinary maintenance of the handworks Tangenziale Ovest (West Orbital Road), node of Ghisolfa The works were delivered on 20 May and they will terminate on 27 August The works are proceeding according to plan with the recovery of the face and the scarification of the slabs of the handworks. The production of the works reached 7% of the contract amount Financial Statements 2011 Activities

31 Adaptation of the lighting system of the tunnels of the entire network The works were divided in three batches with three separate assignment procedures. The first batch (batch 0) ended in January, whereas the works of the two following batches, delivered last May and July, respectively, should be completed no later than December Plan for the automation of toll collection runways During 2011, the feasible project of the redevelopment work of the tollbooth of Gropello Cairoli was completed, sent to Anas for approval on 16 June. The intervention contemplates the overall redefinition of the current access points and toll collection systems with an adjustment of the square. It also includes the replacement of the current shelter with a new one that also acts as a pedestrian walkway for the personnel and this shelter is expected to be covered with a photovoltaic system. The completion of the installation project of the automated teller machines at the Agrate-Venezia and Terrazzano barriers must be pointed out. Photovoltaic power plant project in the field from 4.9 MWp The project that contemplates the carrying-out of a photovoltaic power plant in the remaining part included between Tangenziale Ovest (West Orbital Road) and the A1 Motorway was submitted to the authorisation procedure (Single Authorisation) coordinated by the Province of Milan and to the EIA (environmental impact assessment) exclusion procedure of the Lombardy Region. In September, the conference of services came to an end with some specifications that were implemented in the project and the final project was submitted again to the Province for the issue of the authorisation measure expected in the short term. Subsequently, the project will be sent for approval to the Granting Body to continue the activity. The plant will be capable of producing over 5 million kilowatt-hours per year, with an annual reduction of CO2 emissions equivalent to 2,700 tons. Expansion of the plants: adaptation of real assets With regard to redevelopment with expansion of the service building of the barrier of Agrate Brianza on Tangenziale Est (East Orbital Road), the works were completed in June, in compliance with contract time. A7 Motorway- West Milan barrier: new service road with access points on the 184 Provincial Road In 2011, the feasible project of the intervention was completed and sent to Anas for approval on 6 June. The work mainly consists in the carrying-out of a new service itinerary near the West Milan motorway barrier, by forming new access points on the 184 Provincial Road. The intervention allows means of transport and service personnel to access the technical aids present on both sides of the toll collection square. A7 Motorway- West Milan barrier: redevelopment In anticipation of the next five-year update of the financial plan, in 2011 the planning of the new barrier was started: it would be placed slightly to the south compared to the current reconstruction of the shelter and the existing runways. The authorisation procedure for landscape purposes was started, and is in progress at the Parco Sud Milano, since the motorway stretch concerned pertains to the park. Improvement of the road network of the junction of Cascina Gobba of Tangenziale Est (East Orbital Road) (New investments Single Agreement 7 November 2007) During the year, the interaction with the Ministry of the Environment and the Bodies involved in the environmental impact evaluation procedures of the work continued. In particular, following requests of additions and updates formulated by the Ministry of the Environment, by the Lombard Region and by the Municipality of Milan in January 2011, the additional documents were submitted first of all on 23 May and then on 13 October, preceded by a meeting carried out at the Ministry of the Environment on 21 September, following the renewal of the EIA committee Financial Statements 2011 Activities

32 Redevelopment work of the Provincial Road S.P. 46 Rho-Monza from Tangenziale Nord (North Orbital Road) to Baranzate (New investments Single Agreement 7 November 2007) The Interregional Superintendency of Public Works of Lombardy-Liguria published the call for tender with reduced procedure on 23 November Twenty one tenderers applied, of which initially thirteen were admitted and eight were excluded; some of them appealed to the regional administrative court. The Superintendency, after waiting for the outcome of the appeals, invited seventeen pre-qualified companies to the reduced procedure, by sending a letter of invitation on 5 May and setting the deadline of submission of tenders on 5 September, extended subsequently by the Superintendency, taking into account the considerable planning complexity of the work and the requests of the participants, to 14 October. Four tenderers submitted a bid on the above date. At the same time, the Ministry of public works appointed the Tender Committee for awarding according to the sustainable most advantageous rated tender, whose activity is underway Financial Statements 2011 Activities

33 1.4 T h e d e v e l o p m e n t o f t h e d i s p u t e a n d o t h e r l e g a l a s p e c t s Civil, administrative and criminal dispute Court litigations mainly refer to issues concerning, contracts and contract works, expropriations and claims for damages in general. Some administrative cases dating back to works at the beginning of the nineties, relating to Columbia 92 and World Cup 90, are gradually coming to a conclusion due to the declaration of prescription. In 2011, two excluded tenderers started the appeals against the relevant procedures for the exclusion from the tender of the adaptation of central reservation guardrails, side guardrails and A7 Motorway flyover. The two preventive appeals to stay the challenged measures were rejected also during the appeal where the encumbrance was lodged. At the end of the disputes, the tendering procedure was definitely awarded. Other appeals were submitted by tenderers not classified first on the list of the tender whose subject-matter was the "Carrying out of the lighting systems and the adaptation of the safety barriers of the Tangenziale Ovest (West Orbital Road) motorway". The appeal of the second on the list is still pending, whose request for an interim injunction was rejected. The tender the with which the Municipality of Paderno Dugnano contested both the starting of the contract tendering procedure for the redevelopment with motorway characteristics of the Rho-Monza SP 46 provincial road, and the notice of starting the procedure notified to the Body itself will be discussed in March The appeal is part of the wider dispute regarding the failure to fill up the pertaining stretch requested but not obtained from the Municipality itself. During the year, the dispute relating to the site of national interest of Sesto San Giovanni was reactivated, in that in March the Ministry of the Environment notified the managerial decree - containing the approval for prescriptive purposes of the Service Conference and decision-making purposes concluded on 3 March involving making safe and reclamation expenses contested by the Company in that a non-polluting subject. The suspension of the contested measure was not accepted and the discussion concerning the substance of the dispute was held on 21 December. As a result of the said hearing, the judgement of the regional administrative court - which upheld the reasons of the Company - was published at the beginning of the year. In particular, the pronouncement of the regional administrative court considered that the reclamation charges of the site cannot be imposed to the Company, which is not responsible for the pollution. The judgement deriving from the joining of two related cases is still pending started by the assignor and the assignee, respectively, as a result of the termination of contract adopted by the Company in 2010 with reference to the contract for the works of accessibility to the New Rho-Pero Trade-fair. The appeal for previous expert review started by the Company towards the above A.T.I. (Temporary Business Combine) to check, also for the purposes of quantifying the claims, the amount of faults and defects already found in the work. The report of the expert witness showed the existence of faults and defects, whose assessment may be the subject matter of a subsequent quantification in the two joint cases mentioned above. Always with regard to the Trade-fair pole, the opinion on behalf of the Work Supervision and Coordination of safety was introduced at the end of last year for more claims accrued with regard to the carrying-out of the assignment, in that the professionals believe that the longer duration of the works implies an adjustment of their consideration. The appeal against the Municipality of Milan for the amounts paid to it following the assigning to the Company of the responsibility for what was paid in 2007 by the Body to its own contractor by way of reservations was resolved with a positive result. In first instance, the Judge had held the company responsible for all reservations entered by the contractor since it had not authorised the crossing, concerning the project, in a reasonable time. The sentence recognised the tenderer as a responsibility of the Municipality and therefore, ordered it to return half of what was 2011 Financial Statements 2011 Activities

34 received as a result of the ruling of first instance. With this Municipality, an old issue concerning the credit of approximately 4 million, as a residual amount pertaining to the local body, for the construction of a junction on Tangenziale Ovest (West Orbital Road) with connection to the State Roads SS 11 and 33, was defined. The agreement reached at the end of 2011 implemented the payment on 31 January 2012 and as a result the dispute pending with the Court was definitely abandoned. The dispute for damages started by the heirs of a well-known designer for the car accident of which he was a victim at the end of nineties had a positive outcome in civil proceedings. The first instance judge rejected the charges brought against Milano Serravalle with regard to road safety profiles. The successful judgement allowed the Company to recover significantly legal costs. The agreement was reached for the closure of an expropriation case dating back to the beginning of the nineties for the carrying out the connection between Statale del Sempione and municipal road network in Milan, with the heirs of the original expropriated persons that will lead to the discontinuance of a dispute pending for many years. Still on the subject of expropriation, the dispute against the Municipality of Milan for determining the expropriation allowance to be acknowledged to the Body for the acquisition of areas required for the renovation of the junction of Lambrate and the completion of the connection to the Intermodal Centre of Segrate is pending. The judgement of second instance in a case in which the Company took over as a result of the merger by incorporation of the subsidiary Milano Serravalle Costruzioni S.r.l. was unfavourable, in that the judge of second instance determined with its own assessment the consideration to be paid to the subcontractor. The issue of the reservations entered by the contractor for the renovation of the junction of Lambrate and for the completion of the connection to the Intermodal Centre of Segrate is pending. The carrying-out of the works is suspended, due to the increase in the height of the ground water table and the reservations entered by the contractor, updated to the state of the work-in-progress no. 23 of 31 December 2011, amount to approximately EUR 79 million. The expropriation activity In 2011, the expropriation procedures relevant to the following works continued: Fixing up the Bereguardo-Pavia motorway link: following the definition of the preparatory technical operations, the parcelling-out of the areas affected by the work was prepared and the expropriation procedures were activated, by defining some friendly agreements. Hydraulic arrangement works of the right bank and protection of the piers of the bridge on the Po river of the A7 motorway: the order of temporary occupation of the lands to be used as building yard areas and/or related works was carried out, by also executing friendly agreements for occupying the areas. Sound mitigation interventions - Municipality of Pavia: the friendly agreements for occupying the areas were defined also for this intervention. Sound mitigation interventions - Municipality of Trivolzio: the notifications to start the procedure and the deed filing notice, relating to the approval of the project of the work have been defined and forwarded to the relevant properties, with the simultaneous declaration of public utility. Redevelopment and modification of the junction with the A1 Motorway, towards Milan: the last of the three expropriation decrees concerning areas of intervention was carried out by resolving the expropriation procedure underway. Sound mitigation intervention along Tangenziale Ovest (West Orbital Road) of the Municipality of Buccinasco (MI): the notifications to start the procedure and the deed filing notice, relating to the approval of the project of the work have been defined and forwarded to the relevant properties, with the simultaneous declaration of public interest Financial Statements 2011 Activities

35 Sound mitigation and environmental intervention in the Municipality of Cologno Monzese: the notification relevant to the approval of the project of the work was sent to the properties affected by the work, acknowledging the observations submitted by the properties as well as formalising the relevant counterclaims, and informed Anas of the carrying out of the law requirements. Redevelopment work of the Provincial Road S.P. 46 (Rho-Monza): from Tangenziale Nord (North Orbital Road) to Baranzate: the counterclaims to the observations submitted by the properties when starting the procedure, aimed at obtaining the approval of the work, were defined and forwarded, with the simultaneous declaration of public interest by Anas; The definition of the GIS-based database is underway: it will provide the "census" of the areas owned by the Company. In this way, it will be possible to define the areas that still need to be acquired, and the areas that need to be transferred to the local authorities. Finally, the analyses of the new PGT (territorial zoning plan) continued (if adopted by the Municipalities crossed by the pertaining stretches), and the relevant documents, preparing and sending specific observations to their contents. Labour disputes The labour dispute during the financial year experienced the significant increase of the appeals on fixed-term contracts started by seasonal personnel, according to the forecast made at the end of the 2010 reporting period. This is the instance for the recognition of permanent employment relationships formulated by fifty seven cyclical temporary workers (i.e. seasonal workers): other ten cases were started by "vertical cyclical part time" personnel in 2009 (former i.e. seasonal workers), preparatory to the recognition of a full-time employment relationship. Company disputes Milano Serravalle/ former Chairman After checking the possibility of a recovery action, an external lawyer was entrusted with the task of recovering, by starting the necessary insolvency proceedings against a former Chairman, the amounts due by the latter to the Company as a result of some judgements in which he was the losing party. Milano Serravalle/former Director An external lawyer was entrusted with the task of checking the possibility of a recovery action, also by enforcement, the amounts due to the Company by the former Director following the positive outcome, during the appeal, of two proceedings: one in criminal proceedings and one in civil proceedings. An appeal lodged before the Supreme Court was notified subsequently started by the former Director against the judgement of the Court of Appeal of Milan of 5 May 2010, lodged on 8 June The Company presented a counter-appeal. Milano Serravalle/former Managing Director In December, following the appointment of the new Board of Directors and Chairman, the Company received a notification by the former Managing Director, with which, complaining about the failure to be re-appointed by the Shareholders' meeting of the Company as member of the Board of Directors, with subsequent removal without a true and just cause from the office of Managing Director, requested fees in relation to administrative and contractual managerial relationship with the Company. The latter, on the basis of the opinions given by its lawyers, decided to acknowledge pro-rata, for the 2011 financial year, only the resulting allowance and rejected any other claim by the Managing Director Financial Statements 2011 Activities

36 Privacy - Security policy document The Company updated the document for choosing the personal data processing carried out with video surveillance systems carrying out a new mapping of the systems. The intention of the Company is to keep always updated the Security policy document albeit at the moment the obligation to adjust within 31 March of each year is no longer in force, in order to certify the constant updating of the other safety measures in force and compulsory by the Company. 1.5 C o m p a n y B o d i e s Company positions The Shareholders' meeting held in second call on 28 April appointed, for three financial years and therefore until the approval of the financial statements as at 31 December 2013, the new Board of Directors and the Chairman of the Company. The Board of Directors, convened on 3 May, appointed the Managing Director and a Deputy Chairman, granting also the powers to the delegated bodies. On 18 November, as a result of the resignation of a Director and of the Chairman, all the members of the Board of Directors fell from office. The Shareholders' Meeting of 30 November 2011 appointed the Board of Directors and the Chairman who will remain in office until the approval of the financial statements as at 31 December General Manager The Board of Directors of 7 October appointed effective as from 1 December 2011, the General Manager. Shareholders' Meetings The Ordinary Shareholders' Meeting of 15 September submitted to the attention of the Shareholders the capital increase of Autostrade Lombarde S.p.A., Brebemi S.p.A. and A4 Holding S.p.A., as well as the transfer of the entire equity investment of the latter. The Extraordinary Shareholders' Meeting of 25 July amended articles 2, 4, 8, 9, 10 13, 14, 15, 16, 18 and 21 of the Articles of Association whereas during the meeting of 27 October has further amended Article 14. Supervisory Body By resolution of the Board of Directors of 15 December, the Supervisory Body was appointed, by confirming the outgoing members, which will remain in office until the end of the mandate of the Board of Directors that appointed it. Organisation, Management and Control Model ex Italian Legislative Decree 231/2001 The Board of Directors of 15 March resolved to adopt a new Code of Ethics and a new Organisation Model, disseminated to all employees through special meetings. Moreover, in July, an Intercompany Work Group was set up in order to change the company procedures and policies in force. In connection with the introduction of the environmental offences in Italian Legislative Decree 231/01, in November a series of activities for a further review of the Organisational Model were started. Municipality of Genoa In January, a communication was received from the Shareholder Municipality of Genoa with which it informed the Company that nobody was present at the sales procedure of the share, represented by 1,000 shares, and asked to 2011 Financial Statements 2011 Activities

37 check whether other Shareholders were interested. The Company purchased from the Shareholder S.I.A.S. S.p.A. with endorsement on 11 March. Donations and Sponsoring Following the amendment to the Articles of Association on 25 July, the yearly amount to be allocated to free gifts pertains to the Shareholders' Meeting. In 2011, according to specific decisions of the Shareholders' Meeting and resolutions of the Board of Directors, donations and sponsoring were issued in favour of bodies, public institutions, foundations engaged in raising funds for solidarity or targeted projects of social or cultural significance for the total amount of EUR 440 thousand. 1.6 Relations with the Granting Body: obligations and regulatory novelties Also in 2011, the monitoring of the correct fulfilment of the obligations provided by the agreement continued by the Granting Body, with a special reference to the implementation of investment programs and maintenance interventions Always with regard to agreement obligations, implementing Italian Law no. 286/2006, on 7 March the Company signed the first Additional Deed to the Single Agreement concerning enclosure N Financial soundness requirements". The aforesaid enclosure prescribes that the licensee is obliged at the end of each financial year, to demonstrate compliance with the financial soundness ratio calculated on the basis of the figures resulting from the last approved financial statements. The financial soundness is measured by checking the sustainability of the FCO (cash flow from operations to the debt service) and SD (debt service) ratio; said ratio should be maintained greater than 1.2. With regard to the timely implementation of investment programs, the Company, in compliance with the agreement provisions, concerning the "financial benefits" generated by lower investments related to the works approved with the 1999 agreement, has established in 2008 a capital reserve called "Tied-up reserve for delayed investments", adjusting it in case of deviations of the state of implementation of the investments from the original time schedule: the Granting Body was informed of this method and made no observations in 2009 and On 16 May 2011, the Company received a note from the Motorway Concession Supervisory Inspectorate with which it was requested to comply with the forecasts of the economic and financial plan and a detailed note intended to justify the reasons underlying the delays, as well as the actions planned for the recovery of the amounts of expenditure under the same plans. At the same time, it reaffirmed the need to adjust the provision for risks and charges by the amount corresponding to the financial benefits resulting from lack of investments, approved with the agreement of 1999, achieved compared to the new forecasts indicated in the current financial plan. In order not to run into situations of serious non-fulfilment, that on the basis of the provision of the Article 18.3 point b) of the agreement in force may also imply the interruption of the tariff adjustment, the Company, on 15 June, informed the Motorway Concession Supervisory Inspectorate on the commitment to carry out the provision for risks and charges. In this sense, the results related to the provision for financial benefits throughout 31 December 2011, taking into account the investment trend compared to the forecast values reported in the time schedule enclosed with the Agreement in force, showed the need to adjust the provision for risks and charges for an estimated amount of EUR million. The Company, without prejudice to the agreement provisions and taking into account the previous measures of the Granting body on provisions for "financial benefits", proposed the Body to fulfil the aforesaid obligation by setting up, among fair-value reserves, a special and corresponding tied-up reserve. To date, the Granting body has not yet expressed its opinion Financial Statements 2011 Activities

38 In view of the complete absorption of resources envisaged in the current plan for investments, on 15 June the Company formalised to the Granting Body a request in order to carry out other injections of equity in subsidiaries, pending the updating of a new Plan. The aforesaid request showed that the investee companies, whose equity will be increased, are developing a series of the infrastructure projects in view of the Expo and it was reaffirmed that the activities supporting the aforesaid projects did not distract the Company from its priority objective to complete and implement the investment program provided for by the Agreement in force. To this end, to ensure the financial coverage of lack of investments in infrastructures compared to the Plan forecasts, and to those expected for 2012, the Company pointed out the credit lines still available for investments in infrastructures, and expressed the intention to document every year the existence of adequate forms of finance for covering the interventions contemplated every year in the Agreement. On 21 September, the Granting Body came up to this request by contemplating towards the Company the following prescription: considering that future expenditure for company acquisitions exceeds the forecast of the Financial Plan in force, this Company is required to provide additional guarantees, to coincide with greater expenses, for the complete fulfilment of the obligations provided by the agreement, represented by the opening of tied credit lines, irrevocable, for carrying out the investments. The duration of these lines must not be less than 24 months at the end of each financial year and equal to the total investments still to be carried out in the same period, to which the commitments related to delays at the end of each period must be added. The Company must in any case observe the minimum level of Equity Soundness determined according to the traditional method as well as the Shareholders' equity/debt ratio provided by the Agreement in force." On the basis of this forecast and of the state of implementation of the investments throughout 31 December 2011, as well as the commitments related to the following 24 months taken from the time schedule enclosed with the Agreement in force, the amount of the aforesaid tied lines should be about 300 million. Under the new regulations, various measures were issued to give a drive to the economic recovery and development of the Country, some of which present provisions of interest for the motorway sector; the main measures introduced of interest to the Company are set below. Italian Law no. 111 of 15 July 2011 converting Italian Law Decree no. 98 of 6 July 2011, containing provisions concerning the public expenditure control, tax revenues and measures aimed at developing the Country. In particular, the anticipation was introduced with Article 23 "Regulations in taxation" of the amendment, for concessionaires for the construction and operation of motorways and tunnels, to the deductibility percentage of the "provisions for maintenance, recovery or replacement expenses" that decreases from 5% to 1% of the gross value of freely transferable assets, already effective as from the 2011 tax period. Another important anticipation for the sector, contained in the measure of July, is Article 36 "Provisions on the reorganisation of Anas S.p.A." The regulation enacts that, as from 1 January 2012, later extended until 31 July 2012, an Agency for roads and motorways be established at the Minister of public works and transport, which will take upon itself all the powers of Granting body as well as the functions currently controlled by the Motorway Concession Supervisory Inspectorate. Italian Law no. 214 of 22 December Conversion into law, with amendments to Italian Decree law of no. 201 of 6 December 2011, bearing urgent provisions for the growth, equity and strengthening of public finances. The measure, under Article 43 "Updates of motorway agreements", introduces a simplification of the procedure in order to carry out an update or review of the motorway agreements in force, which cancels all the previous rules. The provision envisages three separate cases: 2011 Financial Statements 2011 Activities

39 updates/reviews that imply changes to the investment plan or regulatory aspects to protect public finance are submitted to the examination of the CIPE (Interministerial economic planning committee) that, after hearing the NARS (Advisory group for the Implementation and Regulation of public utility services), must give its opinion within thirty days, and subsequently must be approved with decree of the Ministry of public works and transport in concert with the Ministry of Finance. This decree must also be issued no later than thirty days from the sending of the agreement deed by the Granting Administration; the updates/reviews that do not imply the amendments mentioned in the previous point will require only the Interministerial Decree, to be issued always no later than thirty days from the sending of the agreement deed by the grantor; finally, the updates/reviews of motorway agreements - whose additional deeds have already been submitted to the CIPE (Interministerial economic planning committee) on the effective date of the decree law, now converted, are expected to be approved with Interministerial Decree with the same timing as in the previous point Financial Statements 2011 Activities

40 2011 Financial Statements 2011 Activities Radio Information Centre

41 2011 Financial Statements 2011 Activities 2. Human resources and the organisation

42 2.1 P e r s o n n e l a n d o r g a n i s a t i o n Compared to the previous financial year, 2011 presents a 1.43% reduction in employment. The average number of employees decreased from to units. Average number of employees change % change Managers Employees Part-Time employees Shift employees Part-Time shift employees Workers Total permanent Temporary GRAND TOTAL The causes of this reduction are due to the following factors: significant reduction of temporary contracts (due to the stabilisations carried out), which were mainly used in summer, resulting in a stricter organisation of the holiday assignment period for operating staff employed in the toll collection; promoting a campaign of redundancies with incentives, on a voluntary basis, according to the agreements reached in 2010 with the Trade Unions, which resulted in the termination of 16 employees during the year, with a relative weight on an annual basis of 8 F.T.E. resources. The overall average employee data of 2011 expressed in F.T.E. (Full Time Equivalent) confirms the trend in reduction, decreasing compared to the previous financial year of 1.21% on average. In particular, the F.T.E. employees decreased from in 2010 to at the end of The figure referring to fixed-term employees must be reported: this figure decreased from 41.3 to average units with a decrease of about 70%. 2.2 P r e v e n t i o n a n d p r o t e c t i o n The following activities were carried out in 2011: Risk assessment: In compliance with the regulations, the company document of risk assessment was completed in order to assess the risk deriving from the potential presence of stress related to the work and to identify any protection measure required to reduce or eliminate the stress risk. The obtained risk index was low; it was decided to focus on some aspects that can be improved. Accident analysis: The analysis conducted on the five-year period shows all-in-all a constant tendency of the industry injury to settle at significantly low and constantly below the national average of the ATECO sector of reference. The industry injury events did not cause any permanent disability and they were all resolved physiologically in ordinary times. Most accidents are not a direct result of the typical work but of involuntary accidental episodes not influenced by shortcomings of the working environment or by machines and equipment. The survey determines indexes of the Italian workers' compensation authority of occurrence and seriousness of the phenomenon and records an appropriate level of overall safety, as shown by the graph.

43 Legend: Total accidents Industrial accidents - Accidents while commuting - % of industrial accidents by average number of employees Health report: The annual health report pointed out the fitness for the specific task of all workers subject to health surveillance, in addition to the absence of occupational disease and/or work related diseases. The monitoring of workplaces through environmental investigations of specific risks, focused mainly on the peripheral offices of the Company, returning results everywhere well within normal limits. Occupational Safety Management System The certification process according to the British Standard OHSAS of the Occupational Safety Management System continued. The 1st stage of the audit was already carried out by the accreditation body (TUV Italia) and the entire certification process is expected to end no later than September With reference to the adoption of the Organisational, Management and Control Model set forth in Italian Legislative Decree no. 231/01, after the issue of Italian Legislative Decree no. 81/08, in April the Board of Directors updated and approved the special part E, adopted as a result of the extension of the administrative liability of the legal entities set forth in the offence of culpable homicide and serious or very serious negligent personal injury, committed in violation of accident-prevention regulations and protection of health and safety at work. The workers and subjects of the company prevention system received an intense training on "safety". In particular, annual refresher courses of the representatives of the workers on safety and training and refresher courses for managers and persons in charge were organised. 2.3 I n d u s t r i a l r e l a t i o n s The comparison with the trade unions and the trade-union representation on issues concerning the automation process and the relevant time schedule, together with the new organisational and management model of the toll collection segment continued. The relation with the trade union representation recorded moments of severe tension, also because of the dissolution of the elected Italian Group of Unions. This circumstance occurred at the beginning of the year complicated the relations

44 among the different trade-union members, preventing actually the reaching of an overall agreement for the management of a new management model of the production, more effective and in line with the guidelines of the company. However, a satisfactory agreement was reached for the Company such as the one signed on 6 June with part of the Regional Secretariats and part of the Technical Committee Supporting them, which confirms: the introduction in the toll collection segment of the new part-time profiles and the opening of the automated teller machines twenty four hours a day on all production sites; the implementation in the supplementary company agreement of level II of the regulation of the national agreement on the privileged taxation of the accessory factors of the remuneration paid in relation to increases in productivity; the insertion of amendments and additions to the company agreement of Level II, defining the review of the result objectives, and the ensuing economic counter-values for the 2011 financial year. Renewal of the National Collective Labour category Contract The national bargaining for the renewal of the CCNL (collective national labour agreement) category contract expired in December 2009 continued. The bargaining ended on 4 August with the signing by the employers' and trade-union delegations of the text of the national agreement. The main elements of the new contract include: prescriptive part period of validity of three years expiring on 31/12/2012; implementation within the contract breakdown of the Inter-union Agreement 28 June 2011 on trade-union representation, which changes substantially the quality of the relations with the Trade Unions and regulates: -effectiveness of the company collective contracts; -collectability of the commitments undertaken through collective bargaining; -the possibility of derogation from the national bargaining. economic part splitting into four tranches (August 2011, January-August-December 2012), of the economic increases in gross EUR (C level) against EUR contained in the platform submitted by the Public Works Superintendency; acknowledgement in two tranches of a one-off payment, benchmarked on the position level covering the period of wage-bargaining vacatio. 2.4 T r a i n i n g a n d d e v e l o p m e n t Within the training initiative program, to be reported, to coincide with the coming into force of the new implementation regulation of the Code of public contract, the carrying-out of advanced courses on the matter. With the same spirit, a workshop and an internal technical committee on the new elements introduced by the SISTRI System for waste management as well as a workshop on what is established by the 2008/96/EC European Directive on safety management S o c i a l a n d E n v i r o n m e n t a l R e p o r t The 2010 Social and Environmental Report, prepared in accordance with international guidelines on sustainability reports, was examined by the Board of Directors during the meeting of 8 July The Report shows the trend of the indicators of social and environmental performance in the three-year period, weighs up the state of progress of the projects of environmental significance and refers of those carried out along the network and describes the main social activities in the territory with the infrastructures.

45 A7 Milano- Serravalle Tortona

46 2011 Financial Statements 2011 Activities operating results

47 3. 1 I n c o m e s t a t e m e n t RECLASSIFIED INCOME STATEMENT Amounts in thousands of EUR 31/12/2011 % 31/12/2010 % % change Revenues from tolls 193, , % Revenues from concessions 7, , % Other revenues and income 10, , % VALUE OF PRODUCTION 210, , % Operating costs -66, , % VALUE ADDED 143, , % Labour costs -42, , % EBITDA 101, , % Motorway infrastructure depreciation -40, , % Allocation to/use of renovation fund 1, = Other amortisation, depreciations and provisions -4, , % EBIT 58, , % Finance income and costs -4, , = Impairment of financial assets -18, , % Extraordinary income and expenses , % EBT 35, , % Income taxes, current and deferred -18, , % PROFIT FOR THE PERIOD 17, , % Certain items of the 2010 financial year were reclassified in order to make them in line and comparable with those of 2011 The value of production records a 2.31% increase, from to million, with the most significant increase recorded this year in the item Revenues from concessions (+ 2.7 million, 62.1%). In fact, in August, a settlement agreement was signed with an oil company that revises the value of the royalties acknowledged on oil sales in all the licensed service areas as from 1 January The effect of this agreement was an invoicing only for 2010 of 1.49 million and an increase in oil royalties for the 2011 financial year of about 70%. The item Toll revenues shows a 0.77% increase, and is affected by the slight reduction in traffic (- 0.32%). The decrease in traffic is ascribable to the second half of the year when the worsened economic and financial conditions of the Country negatively affected the traffic - especially the traffic of heavy vehicles - by cancelling in this way the increase recorded in the first half of the year (+ 0.92%). As from 1 January 2011, Toll revenues benefited from an increase in the standard kilometric tariff on the entire motorway network by 1.53%; the traffic structure of heavy and light vehicles contributed to the change in this revenue item. Other revenues include a considerable increase ( %) of the item Recovery of the operating costs relevant to the Agrate/Terrazzano motorway barriers, justified by chargeback of extraordinary costs borne at the Agrate barrier. The Income statement shows a considerable improvement also in terms of operating costs that, down by 1.1%, contributed to the increase by 3.97% (+ 5.5 million) of Value added, which in this way accounts for 68.33% of the Value of production (67.24% at 31 December 2010). Operating costs are substantially in line with those of the previous year, with the only exception of some items that increase considerably. The most important expense item that recorded a considerable decrease is the one related to winter operations, from 6.9 million to 3.5 million (- 3.4 million), thanks to good weather conditions, which are accompanied by toll processing costs (- 0.7 million) as a result of the internationalisation of the processing of traffic and toll data as from 1 January 2011, additional labour costs (- 0.3 million), consultancy costs (- 0.3 million), costs for donations (- 0.3 million). The items that recorded an increase in cost include road users (+ 0.7 million), where the consumption of electricity increased both due in terms of tariffs and to the new public lighting systems on the motorway, car rental fees (+ 0.3 million), lease payments relevant to the premises (+ 0.2 million) and grantor fees acknowledged to Anas (+ 0.2 million). Labour cost increased by 2.15% amounting to approximately 0.9 million, ascribable to the increase in costs related to the renewal of the national contract, the development of remuneration policies and revaluations (+ 1.3

48 million) as well as to other costs of labour, increased in terms of redundancies with incentives (+ 0.1 million) and to the decrease in personnel measured in 8 F.t.e. units (-0.5 million). The EBITDA increased by 4.75%, from 96.7 to million (+ 4.5 million), with an impact on the Value of production from 46.97% to 48.09%. The financial amortisation allowance as inferred from the current Economic Plan amounts to 40.3 million, whereas the portion of the allocation of renovation fund was estimated on the basis of the maintenance and restoration plan of the motorway network. The item Other amortisation, depreciations and provisions shows a balance in line with the one on 31 December 2010 but is broken down in a different way: there is an increase both in provisions for future risks and charges and in the amortisation of intangible fixed assets whereas the provision for bad debts decreased. Provisions for risks and charges includes, as from this financial year, the allocation requested by the Granting body relevant to financial benefits related to the delays reported, compared to the re-programming of the current financial plan, on the investments approved in the agreement of 1999 (1.7 million). Earnings before interest and taxes (EBIT) of 58.4 million (+ 9.8%) represents 27.76% of the value of production, almost 2 percentage points more compared to the previous year. The financial management shows a net loss of 5 million (always million as at 31 December 2010) affected both by the higher long-term indebtedness and the trend of interest rates acknowledged to the banks, but benefiting from interests income obtained from the investment of cash (+ 0.5 million compared to 31 December 2010). Impairment of financial assets consists of the adjustment of the value of the subsidiary Autostrada Pedemontana Lombarda S.p.A. to the portion of shareholders equity owned as at 31 December 2011 (2.1 million), and the portion of the associate Tangenziale Esterna di Milano S.p.A. (0.2 million) as well as of the write-down of the investee A4 Holding S.p.A. (16 million). Taxes for the period amounted to 18.2 million (19.7 million in 2010), with a net result for the period of 17 million (23.7 million in 2010), 8.09% of the value of production.

49 3.2 Balance sheet RECLASSIFIED BALANCE SHEET Amounts in thousands of EUR 31/12/2011 % 31/12/2010 % % change Intangible fixed assets 7, , Non-transferable property, plant and equipment 2, , Freely transferable property, plant and equipment 416, , ,144 Long-term investments 191, , ,599 Fixed assets 616, , ,461 Trade accounts receivable 50, , ,901 Loans to associated company 4, , ,982 Other receivables, accrued income and prepaid expenses 20, , ,354 Inventories 2, , Short-term investments 46, ,498 Trade accounts payable -42, , ,781 Loan to subsidiary for share capital increase , ,711 Other payables, accrued expenses and deferred income -48, , ,846 Net working capital 33, , ,324 Invested capital 650, , ,863 Deferred tax provision -1, , Provision for renovation -40, , ,595 Provision for risks and charges -2, , ,165 Provision for employment termination indemnities -12, , NET INVESTED CAPITAL 593, , ,916 Shareholders' equity 366, , ,717 Cash -30, , ,070 Short-term indebtedness 20, , ,000 Medium to long-term indebtedness 237, , ,703 Net financial position 227, , ,633 BORROWED CAPITAL AND EQUITY CAPITAL 593, , ,916 Certain items of the 2010 financial year were reclassified in order to make them in line and comparable with those of 2011 Intangible fixed assets show a decrease of 0.5 million, due to the increase in amortisation charges for the period greater than the increase in expenses borne and capitalised here. The EIB commission of 0.1 million, recognised in June, in connection with the loan agreement in favour of the motorway investments, brokered by Banca Ca.Ri.Ge., must be pointed out. The value of property, plant and equipment non-transferable to ANAS is substantially in line with that of the previous financial year, since the depreciation charges offset the value of purchases. The property, plant and equipment freely transferable to Anas, net of the relevant financial amortisation, decreased by 22.1 million, due to an increase in investments of 21.4 million and decreases in the collection of grants receivable (2.8 million) and the financial amortisation allowance (40.3 million). The main investments concerned the following works from the financial plan: Junction of Lambrate and the road network for the intermodal centre of Segrate Information superhighway Redevelopment of the last exit Tang. Ovest - A1 Contribution for the improvement of the road network for public transport Reconstruction of the buildings of the barrier of Agrate Environmental works 5.2 million 4.2 million 3.1 million 1 million 0,7 million 0.7 million 2011 Financial Statements Operating results as at 31/12/

50 Long-term investments amount to 192 million, with a decrease of 45.4 million compared to 31 December This decrease is due to "investments" that recorded the following changes: increases of 19 million relating to: I. Tangenziali Esterne di Milano S.p.A. for the subscription of the share capital increase (16 million); II. Tangenziali Esterne S.p.A. for the subscription of the share capital increase (0.1 million); III. A4 Holding S.p.A. for the subscription of the share capital increase (2.9 million); reclassification under working capital of 62.5 million of the investment in A4 Holding S.p.A.; revaluation of 0.2 million referring to Milano Serravalle Engineering S.p.A. in connection with the results of the 2011 financial statements; write-downs of 2.3 million referring to: I. Autostrada Pedemontana Lombarda S.p.A. in connection with the loss as at 31 December 2011 (2.1 million); II. Tangenziali Esterne di Milano S.p.A. in connection with the loss as at 31 December 2011 (0.2 million). The Net working capital increases from million to 33.1 million. However, it must be pointed out, before analysing, how this change is totally influenced by the reclassification in net working capital of the investment held in A4 Holding S.p.A. following the resolution of the Board of Directors on 10 June for the transfer of the investment. In the absence of such operation, the net working capital would show a negative balance of 14.6 million, up by 27.8 million compared to a balance as at 31 December 2010 of 41.2 million. The increase in the net working capital is mainly ascribable to the liquidation, occurred in January, of the payable to the subsidiary Autostrada Pedemontana Lombarda S.p.A. by way of payment of its own share of capital increase amounting to 34.7 million. In particular, the credit position decreased compared to 31 December 2010 by 5.8 million due to the repayment of the loan of 20 million, existing as at 31 December 2010, and to the subsequent granting of a new loan of 4 million, to the associate Tem. The most important receivables include the one deriving from the recovery of costs borne at the Agrate and Terrazzano barriers (+ 1 million) and the one from the Municipality of Milan, for the grant provided by the Agreement that regulates the Junction of Lambrate and the road system for accessing the Intermodal Centre of Segrate project, increased by 4 million and finally the Group VAT receivable at the end of the reporting period, of 2.7 million (as at 31 December 2010 the Vat balance recorded a debt). The debt position decreased, compared to 31 December 2010, by 33.6 million, explained by the closing of the payable towards Autostrada Pedemontana Lombarda S.p.A. Trade accounts payable decreased (- 7.8 million) since they are related to the investment trend whereas the debt to the Municipality of Milan for dividends still to be paid increased by 4.1 million. In connection with the adoption of the VAT Group procedure, as at 31 December, a debt is recorded to the subsidiary Autostrada Pedemontana Lombarda S.p.A. of 4.6 million. The Shareholders' equity amounts to million due to the profit as at 31 December 2011 and net of the distribution of dividends decided on the 2010 net profit. The net financial position closed with a negative balance of million, up by 11.6 million compared to the one recorded as at 31 December 2010, explained. by the advance repayment in December of the short-term loan granted by Unicredit of 45 million, by taking out at the same time a new and similar loan with the same Bank of 20 million; by the use of the two loans, one of 60 million granted by BNL/MPS and one of 20 million granted by CB/BPV; by the reimbursement of principals totalling 21.3 million; by increased cash at bank and in hand of 22.1 million Financial Statements Operating results as at 31/12/

51 3.3 F i n a n c i a l m a n a g e m e n t CASH FLOW STATEMENT Amounts in thousands of EUR 31/12/ /12/2010 OPENING LIQUID ASSETS 8,249 15,366 OPERATING ACTIVITIES Net result 17,028 23,752 Amortisation/depreciation, provisions, write-downs and revaluations 81,481 73,739 Changes in funds -22,233-16,307 Change in net working capital -27,824 27,924 Decided dividends still to be paid -4,085-4,085 Gains from sale of fixed assets 0-6,527 Cash flow from operating activities 44,366 98,497 INVESTING ACTIVITIES Reversible property, plant and equipment -20,914-30,249 Other property, plant and equipment and intangible fixed assets -1,022-7,180 Long-term investments -18,964-94,194 Sales value of fixed assets 0 7,713 Cash flow from investing activities -40, ,909 FINANCING ACTIVITY Repayments of borrowings -66,297-83,196 New loans 100, ,000 Grants received 2,776 4,367 Dividends paid -17,875-17,875 Cash flow from financing activities 18,604 18,296 CLOSING LIQUID ASSETS 30,319 8,249 Certain items of the 2010 financial year were reclassified in order to make them in line and comparable with those of 2011 In particular, given the final approval on 18 March by the Board of Directors of the European Investment Bank of the granting of a loan for a total of 100 million, the Company has launched the process for the selection of the intermediary banking institution in order to have access to the disbursement. The granted loan aims to support economically the interventions relating to the safety of the motorway network. At the beginning of June, the selection was completed with the final awarding to Banca Ca.Ri.Ge.; the second part of the year was dedicated to the contractual activity in order to close the loan. The medium to long-term credit lines available as at 31 December 2011 amount to 140 million; their breakdown and use are indicated in the table below. CREDIT LINE Maturit Purpose Arranged Used Availability y BNL / MPS Loan 31/12/25 Investments and contributions to 150,000,000 60,000,000 90,000,000 the investee companies BNL/MPS Revolving 7y 13/12/17 Investments and contributions to the investee companies 50,000,000 50,000,000 Total 200,000,000 60,000, ,000,000 On 23 January 2012 an additional 90 million was used Financial Statements Operating results as at 31/12/

52 On 2 March 2012, the loan with Banca Ca.Ri.Ge. was taken out; the credit lines available on the date of approval of these financial statements are indicated in the table below. CREDIT LINE Maturity Purpose Arranged Used Availability BNL/MPS revolving 7y 13/12/17 Investments and contributions to the investee companies 50,000,000 50,000,000 Investments 100,000, ,000,000 Banca Ca.Ri.Ge. 31/10/27 Total 150,000, ,000,000 In order to prevent the risk of variation in the interest rate, in view of the fact that the long-term indebtedness was totally taken out with a floating rate, during the first half year, special interest-rate cover contracts were executed with the last two credit institutions with which the last two medium to long-term loans were taken out. The aforesaid contracts will be effective as from 30 June 2012, date on which the first exchange of flows related to "Fixed rate/floating rate" finance costs will occur. The instruments used are Interest Rate Swap OTC (over the counter) derivative contracts and the notional value - the hedged item - is 50% the financial liabilities undertaken at the end of Financial Statements Operating results as at 31/12/

53 4. Investee companies

54 4.1 I n v e s t e e c o m p a n i e s a s a t 3 1 D e c e m b e r Company name SUBSIDIARY COMPANIES LIST OF INVESTMENTS - POSITION AS AT 31/12/2011 Share Capital Amount no. of % of shares shares owned owned Book value as at 31/12/2011 Milano Serravalle Engineering S.r.l. 300, ,047,375 Autostrada Pedemontana Lombarda S.p.A. 200,000, , ,691,989 Total subsidiary companies ASSOCIATED COMPANIES Tangenziali Esterne di Milano S.p.A. 27,929,990 11,916, ,904,275 Total associated companies OTHER COMPANIES Autostrade Lombarde S.p.A. 178,669,687 13,000,000 13,012, Società di progetto Brebemi S.p.A. 180,000,000 1,300, ,300,000 S.A.Bro.M. S.p.A. 25,000,000 3,750, ,745,740 Tangenziale Esterna S.p.A. 100,000, , ,000 A4 Holding S.p.A. 127,485,289 86, ,498,150 Consorzio Milano Sistema in liquidation 100, ,000 Consorzio Autostrade Italiane Energia 107, ,549 Confederazione Autostrade S.p.A. 6,000,000 1,000, ,000,000 CIV S.p.A. 20,000,000 1,000, ,197 Aeroporto di Rivanazzano S.r.l. in liquidation 1,487, ,959 Malpensa 92 S.c.r.l. in liquidation 10, Total other companies TOTAL INVESTMENTS Pursuant to Article 2428 of the Italian Civil Code, the Company has no treasury shares, nor shares issued by the parent company, and during the year it has neither acquired nor disposed of, either directly or via trust companies, such categories of shares. Reference is made to the notes to the financial statements for the breakdown of the changes occurred during Also in the current financial year, the Company was asked to meet the demands of injection of equity in investees. In particular, equity subscriptions occurred in the associate Tangenziali Esterne di Milano and in the investee A4 Holding S.p.A. After meeting the subscriptions listed above, it should be noted that in the Financial Plan of the Company, an availability is left throughout 31 December 2011 in terms of equity investment of approximately EUR one million, an allocation not compatible with the needs of the investee companies. In view of the fact that in 2012 the activities related to the project loans will be completed, the need will arise, for the purposes of project bankability, to recapitalise the investees. In particular, with regard to the requirements only of the Autostrada Pedemontana Lombarda companies - considering that the Company, as controlling shareholder of Autostrada Pedemontana Lombarda S.p.A., showed on 10 March 2011 the willingness to support the subsidiary during share capital increases - and Tangenziali Esterne di Milano, considering the shares held at the end of the reporting period as well as consistently with the provisions of their financial plans there is, in the period ranging from 2012 to 2014, an overall requirement in terms of equity, for the aforesaid investees, of more than 300 million. Taking into consideration the requirements of the Granting Body with reference to future expenses for capital increase that exceed the forecast of the current financial plan (see par. 1.6 of the Report), a strategy that allows the Company to guarantee a balanced financial position is essential Financial Statements Investee companies 52

55 It follows that the choice of the forms of finance must be compatible with the provision by agreement as well as consistent with the financial resources that the Company is able to find on the market. The current and future level of indebtedness lead to consider the need for a capital increase, in order to ensure the economic and financial balance of the Company, or alternatively, in order to reduce the commitments, it might be necessary to dispose of some shares held in the investees or not subscribe their increases in equity. The management performance of investee companies is broken down below. 4.2 M a n a g e m e n t p e r f o r m a n c e o f s u b s i d i a r y c o m p a n i e s Autostrada Pedemontana Lombarda S.p.A. In March, a Supplementary Deed to the Additional Deed No. 1 to the Single Agreement was signed by and between CAL and the subsidiary, which adopts the economic and financial plan enclosed with the Final Project approved by the CIPE (Interministerial economic planning committee), subsequently, always in March, the Interministerial Decree that approves the Additional Deed no. 1 and its Supplementary Deed was issued. In June, the National Audit Office recorded the Ministry of Finance - Ministry for Infrastructures Interministerial Decree that approves the Additional Deed to the Agreement. On 18 May, the bridging loan contract of EUR 200,000,000 by overdraft in addition to EUR 58,750,000 by signature loan for the surety guarantee for carrying out the works of the concession, requested by CAL, was signed with a pool of Italian banks. The same banks were entrusted in the same way with the task of arrangers in relation to the structuring of the project loan of about 3 billion required for carrying out the work. In this regard, the structure of the guarantees related to the loan, as expected in the project loans, is based, among those to be issued, also on the pledge of all the shares owned by the Company in the same subsidiary. In this regard, the approval by the Province of Milan of the authorisation to issue the pledge on the shares was received in June. Subsequently, the pledge on the shares was set up as a guarantee on the bridging loan; this allowed the subsidiary to activate the request of the first tranche of the bridging loan granted by banks. In July, the Commission of the Ministry of public works in charge awarded temporarily to the company under incorporation ATI, with parent company Strabag S.p.A., the tender for the feasible project and the carrying-out of the B1- B2-C-D stretches. The final awarding occurred with the resolution of the Board of Directors of 21 November, but remained ineffective awaiting the pronouncement by the regional administrative court following the preventive appeal of a counter-interested tenderer. In terms of management, the financial year just ended of the subsidiary ended with a loss of about 3 million, lower than the loss of 2010 (4.3 million) confirming the protraction of the industrial phase for completing the work. With regard to investments, 158 million were invested, including 131 on the first part of the work and 17.5 on the second part. The 2011 requirements of the subsidiary generated by the investments was supported for more than 50% by the Shareholders through capital increases carried out in the second half of 2010 and completed in January 2011 until the overall amount subscribed and paid of 200 million was reached. The remaining part of the requirement was covered for 35 million by payments under the terms of the bridging loan; for more than 35 million by payments by the grantor C.A.L. of the public contribution provided by the single agreement at the rate of 35.74% of the expenses actually borne for carrying out the works; for the remaining part by the changes in working capital, of which about 22 million related to the management of VAT receivables, carried out through the selling without recourse of loans accrued in 2010 and subsequently by activating the VAT Group procedure for Financial Statements Investee companies 53

56 The Group VAT liquidation procedure was enabled also for the 2012 financial year. The Shareholders' Meeting of 18 April appointed the new Board of Directors for one financial year and, therefore, until the approval of the financial statements as at 31 December 2011, and the new Chairman of the company: on 28 April, the new Board of Directors appointed the Managing Director. The Shareholders' Meeting of 16 December 2011, following the resignation on 24 November 2011 of the newlyappointed Managing Director, appointed the new director, at the same time acting as Managing Director. Finally, in November, the transfer of the registered and operative office to the premises of the parent company at Assago was resolved. Milano Serravalle Engineering S.r.l. The Shareholders' meeting of 18 April appointed the Board of Directors, the Chairman and the Board of Statutory Auditors, which will hold office for one financial year; the Board of Directors of the following 23 May granted the powers to the Chairman. The subsidiary closed the financial year with a profit for the period of EUR 214,324, in connection with a value of production of EUR 2,721,969. The subsidiary, in 2011, carried out various work orders relating to planning and work supervision both on behalf of the Company and third parties, some of which already concluded during the financial year, whereas others will end subsequently; for this reason, a considerable commitment is expected by the subsidiary for The most important activities carried out include the coordination of the activities carried out by the subsidiaries of CTE (designers of the Final Project of Tangenziale Est Esterna di Milano), the support to Tangenziale Esterna in checking and preparing the documents required by CAL concessionaire for the approval of the feasible project, general coordination assistance to the project of interconnection of Broni-Mortara to Milano Serravalle; the activities for sound mitigation of some stretches of the A7 Motorway and of the Orbital Roads, as well as those concerning the safety barriers and the lighting systems. 4.3 M a n a g e m e n t p e r f o r m a n c e o f a s s o c i a t e d c o m p a n i e s Tangenziali Esterne di Milano S.p.A. The Shareholders' meeting of 20 December 2010 decided a share capital increase, in tranches, of EUR 27,150,000, with a premium of EUR 22,806,000. The nominal value of each share is EUR 0.75 whereas the premium was fixed in EUR 0.63 for each new share issued. The deadline for subscription by the shareholders is fixed on 30 April, whereas the placement of any amount not underwritten should have occurred with the shareholders within 31 May, deadline later extended until 31 July. For the placement with third parties, and therefore for concluding the operation, the expiry of 31 December 2011 was set. This deadline was further extended by the Shareholders' Meeting of 16 December until 30 March 2012; within 29 February 2012, the shareholders could still exercise the right of pre-emption on the amount not underwritten. The Company, which holds an investment accounting for 32% of the share capital, optioned newly-issued shares reserved to it. After the expiry of 30 April 2011, 4,627,486 shares were not underwritten. During the first half year, the loan for a valuable consideration of EUR 20 million that the Company had granted to the investee was fully reimbursed. On 10 October, the Company granted to the associate an interest-bearing loan amounting to 4 million with maturity 10 April 2012, subsequently extended to 15 May On 31 December 2011, the financial statements of the associate record a loss of EUR 550, Financial Statements Investee companies 54

57 4.4 M a n a g e m e n t p e r f o r m a n c e o f o t h e r i n v e s t e e companies Tangenziale Esterna S.p.A. The Shareholders' Meeting of the investee of 24 January 2011 decided a share capital increase, in tranches, from the current EUR 50 million and up to EUR 100 million, to be offered under option, and at par, exclusively to the Shareholders. The Board of Directors of 8 February decided to set a limit of 30 days from the publication of the option offer in the Companies Registry, occurred on 29 June, for the exercise of such right by the Shareholders. Therefore, on 28 July, the Company subscribed and paid 25% of the nominal value of the subscribed shares, amounting to EUR 31,250, whereas the remaining 75% was paid on 13 October. The capital increase operation was completed on 29 July with the total subscription of 50,000,000 ordinary shares; the share capital amounted therefore to 100 million and the investment of the Company remained unchanged at 0.250%. In February, the publication of the final project of Tangenziale Est Esterna di Milano started the procedure for the declaration of public utility, the request for pronouncement of environmental compatibility and the procedure for the calling of the Conference Services. The definition of the project, which set the cost of the work, allowed to start the economic and financial plan update. The main data of the plan that was submitted to the approval of the CIPE (Interministerial economic planning committee) can be summarised in: Cost of the work 1,660 million Share capital 465 million Subordinate debt 116 million Loans 1,423 million Expiry of the concession: 2065 Rate of appropriate return of the capital: 10,10% IRR of Shareholders: 8,72% The investee, in order to meet the commitments, started to search for the loans useful for carrying out the work. The BIIS shareholder was formally appointed as arranger for the structuring of the loan of EUR 1.42 billion. The procedure for involving in the project loan national and foreign banks such as Cassa Depositi e Prestiti and B.E.I. was also started. The task also includes the disbursement of a bridging loan for covering the short-term financial requirement in order to allow the start of works. In terms of management, the Company closed the 2011 financial year with a loss of EUR 1,216,864, up by EUR 240,747 compared to the one recorded in Autostrade Lombarde S.p.A. On 15 September, the Ordinary Shareholders' Meeting of the Company was held to rule on the proposal of exercising the right of option on the shares reserved to the share capital increase, up to 500 million, resolved by the extraordinary shareholders' meeting of the investee of 4 May The proposal was not approved, hence the Company did not subscribe the increase. The Shareholders' Meeting of the investee of 20 December resolved to change the timeframes for closing the capital increase operation by extending the deadline for the placement of the shares with third parties to 29 February The Shareholders' Meeting of the investee held on 27 February 2012 resolved to change again the timeframes for closing the capital increase operation to 27 April The Company holds % of the share capital Financial Statements Investee companies 55

58 Società di Progetto Brebemi S.p.A. As it occurred for Autostrade Lombarde S.p.A., on 15 September, the Ordinary Shareholders' Meeting of the Company did not approve the proposal to exercise the right of option on the shares reserved to it of the share capital increase resolved by the extraordinary shareholders' meeting of the investee on 4 May 2011, from EUR 180 million to EUR 520 million, with maturity on 15 December The Extraordinary Shareholders' meeting of the investee on 15 March 2012 extended the deadline for subscribing the capital increase, which should end on 15 May Considering the financial market trend, in December the investee agreed with the lenders an extension of the closing deadline to the first half of 2012, with the subsequent need to increase the bridging loan up to EUR 570 million. The works continue in line with the time schedule according to which the new motorway is expected to open in The Company holds 0.722% of the share capital. Società Autostrada Broni - Mortara S.p.A. (S.A.Bro.M. S.p.A.) On 18 February, the Council of State came out definitively rejecting and declaring subject to estoppel the principal appeal of Consorzio Stabile SIS, by awarding to the investee the motorway with the same name. In April, the investee executed a loan of EUR 20 million preparatory to the start of the final feasible stages of the work and the relevant surety guarantee, pro rata, by each Shareholder. In April, the final project was delivered to the grantor Infrastrutture Lombarde S.p.A., in February the favourable opinion was received. The financial statements as at 31 December 2011 ended with a loss of EUR 193,021. A4 Holding S.p.A. (former Autostrada Brescia Verona Vicenza Padova S.p.A.) On 10 June, the Board of Directors resolved the disposal of the stake held in the investee. The notice of sale of the investment held by the Company in A4 Holding S.p.A. (ex Autostrada Brescia Verona Vicenza Padova S.p.A.), represented by 86,571 shares with a starting price of EUR 730, to which was added the only share belonging to the Province of Milan, was published on the main national daily papers. The notice in full was also published on the web site of the Company as from 29 June. The deadline for receiving the purchase offers was fixed on 14 July 2011, with the opening of the offers in public meeting on 15 July. However, on expiry of the deadline, no offer was received by the Company. In 2011, with a special attention to the investee, some Public Shareholders sent notifications with which they announced their intention to sell their shareholding in A4 Holding S.p.A. and at the same time brought to the attention of all the Shareholders the expressions of purchase received. In particular, four offers were in pre-emption pursuant to Article 6 of the Articles of Association of Serenissima received in 2011; the aforesaid purchase proposals, all formulated by private subjects, separated the shareholding structure of the investee towards the private-enterprise component; moreover, since the conditions of the offers were particularly low compared to the book value, the Company realigned the value of the investment according to the "value inferable from the market trend" through a write-down of the value of the held share. The extraordinary Shareholders' Meeting of the investee of 13 December 2010 decided the paid increase of capital up to EUR 50 million, including premium. The deadline for the subscription was fixed as at 30 June During the same meeting, it was also decided to delegate to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, the right to issue new shares of a maximum amount of EUR 100 million, including the premium, in two tranches of EUR 50 million each, the first one within the deadline of 31 December 2011 and the second one within the deadline of 31 December With reference to the first operation on the share capital, the Company, by resolution of the Board of Directors of 31 May, decided to exercise the right of option for 6,911 pertaining shares (for a value of EUR 2,624,936.02) and to subscribe any amount not underwritten; on 6 June, the investee communicated the possibility of subscribing additional 911 shares not underwritten, for a value of EUR 346, Financial Statements Investee companies 56

59 With regard to the second operation resolved by the Extraordinary shareholders' meeting of 13 December 2010, the Board of Directors of the investee of 2 September decided to increase the share capital of EUR 50 million, including the premium. The Shareholders' Meeting of the Company convened on 15 September decided to exercise the right of option on the shares reserved to it and request the allocation in pre-emption of any amount not underwritten. On that occasion it was pointed out that "the subscription will take place only after the authorisation by the Granting Body to make exceptions to the amount established in the Economic and financial plan for investments". The Company did not subscribe the increase. On 29 September, the investee, considering that the approval procedure of the Single Agreement and related financial plan was not yet concluded, and the disbursement of the loans required for guaranteeing the carrying out of the investment plan was still interrupted, notified not to pay the dividend of the 2007 financial statements, whose payment was resolved by the Shareholders' Meeting of 13 December 2010, until the economic and financial conditions for the observance of the investment plan are restored. The extraordinary shareholders meeting of the investee of 14 December 2011 decided to change the company name in A4 Holding S.p.A., effective as from 31 December 2011, following the conferment of the business branch owner of the existing concession of the construction and management with Anas S.p.A. for the A4 and A31 Motorways to the 100% subsidiary. The investment of the Company as at 31 December 2011 accounted for % of the share capital. Confederazione Autostrade S.p.A. On 21 September 2011, the investee, according to the resolution of its own administrative body, asked shareholders to give up a portion of the existing interest-free loan assigning it to payment on future capital increase. This capital increase must be resolved no later than 30 June The Board of Directors of the Company resolved on 16 January 2012 to waive the portion of the loan equal to EUR 411,666, over a total of EUR 1,012,833. Collegamenti Integrati Veloci - CIV S.p.A. The financial statements as at 31 December 2011 ended with a loss of EUR 2,054,902, due to the write-down of 1.93 million of the investment held in Ferrovie Nord Milano - FNM S.p.A. on the basis of the Stock Exchange value at the end of the reporting period. Consorzio Autostrade Italiane Energia The financial statements as at 31 December 2011 closed with a break-even, through the chargeback of the costs borne carried out towards the associated companies. Aeroporto della Provincia di Pavia - Rivanazzano s.r.l. The Shareholders' Meeting of 7 September decided the winding-up and the liquidation of the company, as well as the appointment of the liquidator Financial Statements Investee companies 57

60 5. Related parties

61 5.1 R e l a t e d p a r t i e s Transactions among investees and with related parties do not qualify either as atypical or as unusual, since they fall within the ordinary course of business of the Company. Most of these transactions are regulated according to market conditions i.e. under the conditions that would apply between two independent parties and are represented in the following table: TRANSACTIONS WITH RELATED PARTIES Milano Serravalle - Milano Tangenziali S.p.A. Loans Payables Revenues and income Costs Milano Serravalle Engineering S.r.l. 306,445 1,859, ,511 1,665,626 Autostrada Pedemontana Lombarda S.p.A. 58,312 4,585,270 47,312 0 Tangenziali Esterne di Milano S.p.A. 4,034, ,908 0 ASAM S.p.A. 664,170 3,096, ,627 0 Milano Serravalle Engineering S.r.l. Receivables: activities carried out in service chargeback of operating costs borne by the parent company lease of headquarter offices advanced recognised on services not yet rendered Payables: work orders relating to engineering and other technical consultancy seconded personnel Revenues : activities carried out in service lease of headquarter offices recovery of costs borne for insurance policies and chargeback of electronic motorway toll-charge system Costs: engineering and other technical consultancy seconded personnel. Autostrada Pedemontana Lombarda S.p.A. Receivables: activities carried out in service seconded personnel Payables: deriving from the adoption of the Group VAT Revenues : activities carried out in service seconded personnel Tangenziali Esterne di Milano S.p.A. Receivables: interest-bearing loan of 4 million and interests accrued Revenues: interests income and accessory income relevant to the loan ASAM S.p.A. Receivables: lease of headquarter offices deriving from the adoption of the national tax consolidation for the 2011 financial year Payables: deriving from the adoption of the national tax consolidation for the 2011 financial year Revenues: lease of headquarter offices deriving from the adoption of the national tax consolidation for the 2011 financial year. MANAGEMENT AND COORDINATION ACTIVITIES The Company works in operational independence by complying with the strategic and general operational guidelines indicated by the Province of Milan, which carries out the management and coordination activities pursuant to Article 2497 of the Italian Civil Code and holds 80.83% of the share capital of ASAM S.p.A.

62 6. Management of business risks

63 6.1 M a n a g e m e n t o f b u s i n e s s r i s k s Introduction For what concerns the risks related to the relations with the Granting Body, reference is made to point 1.6 of the Management Report, by specifying that failure to observe the obligations provided for by the Agreement in force, by additional deeds as well as by subsequent requirements by agreement may generate situations of serious nonfulfilment. Operating risks The Company, when carrying on its business, is constantly exposed to operating risks arising from the possibility of accidents with damage to persons and stoppage of service, with impacts on economic and financial results. In order to protect itself from these risks, the Company has set procedures and preventive controls. Finally, there are risks concerning the setting-up of construction sites for motorway sections in case of both maintenance and/or improvement and of completion, which can adversely affect the traffic. General risks Even if in the second part of the year there was a drop in traffic volumes due to the economic situation, the consolidated results, also taking into account the type of users that enjoy the pertaining motorway sections, show only a slight decrease. However, in a zero growth macroeconomic framework, taking account of the propensity to consume, the fuel price trend as well as weather conditions, the Company cannot exclude that the aforesaid performances can have a negative impact on the traffic trend and consequently on the management and financial results of the Company. Regulatory risks The Company offers a public service, therefore it is subject to specific regulatory measures that may affect the calculation of motorway tolls, imposition of obligations and charges not provided to date without the possibility, in some cases, of finding immediate economic reasons. Financial risk With reference to the liquidity risk, defined as the risk that available financial resources may be insufficient to cover exclusively the commitments undertaken by agreement, the Company believes that cash flows from current activities, together with the available lines of credit guarantee the fulfilment of the financial requirements. Undertaking obligations outside the forecasts of the financial plan, with a special attention to injections of equity, surety guarantees or the like in the interest of investee companies, can create tensions on the financial structure with the subsequent potential failure to observe the financial requirements made by the Granting Body and banks. It follows that, in order to avoid the circumstances described above, it is necessary that the Company, when looking for the required new loans, is able to provide both the financial balance and the equity soundness through the best combination of sources of financing. In order to prevent the risk of variation in the interest rate, in view of the continuous changes in the macroeconomic scenario and in order to observe the parameters defined in the financial plan and subsequent updates, during the first half year, special interest-rate hedging contracts related to interest-rate volatility (Interest Rate Swap) were executed. The aforesaid contracts will be effective as from 30 June 2012, date on which the floating-rate debts will decrease by 65% of the entire portfolio. The Company is not exposed to any exchange-rate risk, due to the fact that its activity is carried on exclusively in Italy. Moreover, there are sources of financing in currency other than the Euro. For what concerns the commercial loan risk, this is particularly limited given the procedure of toll collection.

64 7. Significant events and business outlook

65 7.1 Significant e vents occurring after the end of the reporting period Assignment of powers The Board of Directors of 20 January 2012 resolved to appoint the Deputy Chairman and Managing Directors. During the same meeting, powers were assigned to the Chairman and to the Deputy Chairman, proxies were granted to the Managing Directors and the fees of the directors holding special offices were determined. The Meeting also resolved the re-examination of the powers of the General Manager. Borrowing On 2 March, the loan contract of 100 million was signed with Ca.Ri.Ge. This borrowing was made available by the European Investment Bank and is fully intended to support the investments relating to the safety of the motorway network. Autostrada Pedemontana Lombarda S.p.A. On 17 February 2012, the regional administrative court rejected the request for suspension, started by a counterinterested tenderer, for the awarding of the Second Part of the work. The Subsidiary, on the same day, finalised the credit line by entering into the relevant contact, amounting to 1.7 billion, with the lowest bidder ATI Strabag. On 18 February, the Council of State issued the decree with which it revised the judgement of the regional administrative court following the appeal of the counter-interested tenderer. Subsequently, on 14 March 2012, the Council of State rejected the preventive appeal started by Consorzio Pedelombarda 2 confirming the lawfulness of the work of the Subsidiary. Tangenziale Esterna di Milano S.p.A. The Ordinary Shareholders' meeting of 28 February 2012 resolved not to exercise the right of pre-emption on the shares still not opted of the capital increase of the investee Tangenziale Esterna di Milano S.p.A. Tangenziale Esterna S.p.A. In January, tasks were assigned to the technical and environmental and traffic consultants for the structuring of the project loan. Always at the beginning of the year, the shareholder BIIS was assigned the task for the structuring of the project loan of EUR 1.4 billion as arranger. The appointment will last one year and also provides for the disbursement of the bridged loan to cover the financial requirements for starting the construction sites. The Board of Directors of 7 February 2012 approved the contract for assigning the works to the General Contractor C.C.T. On 24 February, the National Audit Office recorded, with requirements, the CIPE (Interministerial economic planning committee) Resolution of 3 August 2011, actually concluding the approval process of the project. The requirements of the additional deed concern: the insertion of the projection that the identification of the lending subjects of the works must occur by carrying out a public evidence procedure and the insertion of other requirements concerning the weighted average cost of the sources of financing, with a special attention to the deviations of the cost of debt (Kd) compared to the one indicated in the Financial plan enclosed with the additional deed and to the return on equity (ke), which must remain unchanged for all the period of the concession Financial Statements Significant events after the end of the reporting period and business outlook 63

66 Società di progetto Bre.be.mi. S.p.A. On 17 February, the bridged loan of EUR 546 million was signed with the group of banks BIIS, Centro Banca di Credito Mobiliare, Unicredit, Mps Capitale Services: this loan will allow to cover the financial requirements of the investee for the first half of The project financing of 1.9 million is still being structured. State of implementation of the investments In January 2012, the last authorisations for laying on the Municipality grounds variable message signs outside the motorway were received from the Municipality of Milan, as part of the works of the "Integrated traffic detection system, video surveillance and information to users". Moreover, on 23 February the tender relating to "Adaptation of central reservation guardrails, side guardrails and flyover of A7 Motorway" was definitively awarded. With regard to the completion of the road network for assessing the Intermodal Centre of Segrate and related expansion of the junction of Lambrate on Tangenziale Est (East Orbital Road), in accordance with what was resolved by the Board of Directors at the meeting of 13 March 2012, a settlement deed was signed on 21 March 2012 with the Ati contractor that provides for the immediate resumption of the works concerning the junction of Lambrate, for which the expert report for a technical and supplementary change no. 2 was already drawn up and the relevant additional deed; the works relating to the road system for accessing the Intermodal Centre of Segrate will be removed. At the same time, the settlement agreement will entrust a new Committee, to be set up pursuant to Article 240 of the Contract-work code, with the possibility of defining by unanimous decision the reserves registered to date by the ATI contractor. Traffic performance In January 2012, characterised by strikes in the haulage sector and snow events with repercussions on the entire road traffic, changed by - 4% compared to January 2011 for what concerns transits and - 4.4% for what concerns paying vehicles. Also in February, snowy events that affected Italy had strong repercussions on traffic performance, consolidating the decreasing trend. 7.2 B u s i n e s s O u t l o o k Considering the severity of the economic crisis and the high uncertainties in the economic scenario, which limits the visibility of the results, taking into account the decrease in traffic performance, despite the tariff adjustment with effect from the beginning of the year, it is believed that the Company, in 2012, will achieve a turnover substantially in line with that of the previous year Financial Statements Significant events after the end of the reporting period and business outlook 64

67 A52 Tangenziale Nord

68 R e s o l u t i o n s o f t h e S h a r e h o l d e r s ' M e e t i n g The Ordinary Shareholders' Meeting, held on second call on 11 May 2012, resolved: > to approve the financial statements as at 31 December 2011, as proposed by the Administrative Body, carrying as a result a profit for the period of EUR 17,028,082; > to assign the profit for the period of EUR 17,028,082 as follows: EUR 13,536, as a dividend to the shareholders at the rate of EUR for each share owned EUR 3,492, to extraordinary reserve. * * * * * * The same Meeting also appointed the new Board of Statutory Auditors, which will hold office for three financial years, in the following persons: Chairman Regular Auditors Antonio Musella Antonella Fagiani Antonio De Rosi Alternate Auditors Annamaria Rosa Valeria Casasco Luigia Riva For the Board of Directors The Chairman Marzio Agnoloni, Lawyer

69

70 F i n a n c i a l S t a t e m e n t s

71 B A L A N C E S H E E T ASSETS Subtotal subtotal A) Subscribed capital unpaid 0 0 B) Fixed assets I Intangible fixed assets 3) Invention patent rights and intellectual property rights 199, ,438 4) Concessions, licenses, trademarks & similar rights ) Property, plant, and equipment in progress and advances 171,118 37,734 7) Others 6,689,709 7,219,801 Total intangible fixed assets 7,061,116 7,508,937 II Property, plant, and equipment of which non-transferable property, plant, and equipment 2) Plant and machinery 601, ,131 3) Fixtures and fittings, tools and equipment 195, ,074 4) Other assets 1,174,857 1,087,260 5) Property, plant, and equipment in progress and advances 50,994 89,423 Total non-transferable property, plant, and equipment 2,022,427 2,292,888 of which freely transferable property, plant, and equipment 6) Motorway infrastructure in operation 1,379,299,823 1,378,221,073 less depreciation funds -1,056,910, ,389,462-1,016,628, ,592,712 Property, plant, and equipment in progress and advances of Motorway 93,733,853 76,674,641 infrastructure Total freely transferable property, plant, and equipment 416,123, ,267,353 Total property, plant and equipment 418,145, ,560,241 III Long-term investments 1) Investments in a) subsidiary companies 137,739, ,662,923 b) associated companies 25,728,226 9,918,348 c) other companies 20,451, ,919,057 79,820, ,401,318 2) Loans d) to others over the next financial year 7,867,529 7,867,529 7,985,02 9 7,985,029 Total long-term investments 191,786, ,386,347 Total fixed assets (B) 616,993, ,455, Financial Statements Financial Statement formats

72 C) Working Capital I Inventories ASSETS subtotal subtotal 1) Raw materials and consumables 2,132,849 2,225,950 Total inventories 2,132,849 2,225,950 II Receivables 1) Trade accounts receivable within the financial year 50,786,131 48,885,432 2) From subsidiary companies within the financial year 276, ,913 3) From associated companies within the financial year 4,034,489 20,014,972 4) From parent companies within the financial year 664, ,970 4-bis) Tax receivables within the financial year 2,740,983 20,074 over the next financial year 290,316 3,031, , ,281 4ter) Deferred tax assets within the financial year 387, ,949 over the next financial year 2,168,721 2,556, ,949 5) from others within the financial year 10,600,927 6,854,298 over the next financial year 1,012,833 11,613, ,167 7,700,465 Total receivables 72,962,358 78,123,982 III Short-term investments 46,498,150 0 IV Cash 1) Bank and post office deposits 29,950,617 7,855,065 3) Cash and cash assets 368, ,365 Total cash 30,319,426 8,249,430 Total working capital (C) 151,912,783 88,599,362 D) Accruals and deferrals Prepaid expenses 2,591,485 3,157,807 Total Accrued income and prepaid expenses (D) 2,591,485 3,157,807 TOTAL ASSETS (A+B+C+D) 771,497, ,212, Financial Statements Financial Statement formats

73 A) Shareholder' Equity LIABILITIES subtotal subtotal I Share capital 93,600,000 93,600,000 II Share premium reserve 0 0 III Revaluation reserve 0 0 IV Legal reserve 19,164,061 17,976,439 V Statutory reserves 0 0 VI Treasury share reserve 0 0 VII Other reserves, stated separately Non-distributable reserve ex Article ,747,375 2,533,051 Extraordinary reserve 214,898, ,293,921 Taxed reserve 288, ,581 Third-party contributions 3,721,777 3,721,777 Tied-up reserve for delayed investments 15,185, ,841,470 15,185, ,022,330 VIII Retained earnings (accumulated losses) 0 0 IX Profit for the period 17,028,082 23,752,439 Total shareholders' equity (A) 366,633, ,351,208 B) Provisions for risks and charges 2) Provisions for taxes, including deferred taxes 1,072,507 1,430,009 3) Other - provision for renovation 40,368,259 41,963,211 - provision for risks and charges 2,767,227 43,135,486 1,602,274 43,565,485 Total provision for risks and charges (B) 44,207,993 44,995,494 C) Employee severance indemnity 12,081,944 12,349, Financial Statements Financial Statement formats

74 LIABILITIES subtotal subtotal D) Payables 4) Payables to banks within the financial year 32,500,353 23,862,161 over the next financial year 225,000, ,500, ,500, ,362,161 7) Trade accounts payable within the financial year 42,552,144 50,332,977 9) Payables to subsidiary companies within the financial year 6,444,800 36,421,781 11) Payables to parent companies within the financial year 3,096,718 4,452,279 12) Tax payables within the financial year 942,895 1,427,631 13) Payables to social security institutions within the financial year 2,987,967 2,662,872 14) Other Payables within the financial year 26,123,607 18,355,416 Total payables (D) 339,648, ,015,117 E) Accruals and deferrals Accrued expenses 34, ,737 Deferred income 8,891,443 8,387,708 Total accrued expenses and deferred income (E) 8,925,678 8,501,445 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (A+B+C+D+E) 771,497, ,212,694 MEMORANDUM ACCOUNTS Sureties to third parties 71,083,015 73,011,015 Commitments for lease agreements 29,250,648 30,523,673 Other guarantees given to subsidiaries 229,691,280 0 Other guarantees given to third parties 134,743,293 0 Total memorandum accounts 464,768, ,534, Financial Statements Financial Statement formats

75 I N C O M E S T A T E M E N T A) Value of production subtotal subtotal 1) Revenue from sales and services 223,527, ,674,813 4) Own work capitalised 2,529,559 1,218,042 5) Other revenues and income 10,286,345 9,768,479 Total value of production (A) 236,343, ,661,334 B) Costs of production 6) For raw materials, consumables and merchandise 1,383,384 2,569,476 7) For services 32,576,642 36,015,279 8) For use of third-party assets 3,449,071 3,079,158 9) For personnel a) wages and salaries 30,241,139 29,679,280 b) social-security contributions 9,355,901 9,232,200 c) severance indemnity 2,349,306 2,248,377 e) other costs 660,600 42,606, ,424 41,711,281 10) Amortisation, depreciations and write-downs a) amortisation of intangible fixed assets 888, ,289 b) depreciation of property, plant and equipment - depreciation of freely transferable assets 40,282,000 39,355,000 - depreciation of non-transferable assets 851,550 1,010,722 d) allowance for credit losses 228,343 42,250, ,628 41,860,639 11) Changes in inventories of raw materials and consumables -100, ,649 12) Provisions for risks and charges 2,149,367 1,504,851 13) Other provisions Allocation of renovation fund 21,178,000 18,571,136 14) Sundry operating expenses 29,868,861 21,074,722 Total costs of production (B) 175,361, ,145,893 Difference between the value and cost of production (A - B) 60,981,219 54,515, Financial Statements Financial Statement formats

76 Milano Serravalle - Milano Tangenziali S.p.A. C) Finance income and costs subtotal subtotal 15) Income from investments 0 523,682 16) Other finance income a) from loans entered as fixed assets 235, ,504 c) from securities recorded as current assets 41,187 0 d) income other than the previous - from associated companies 239,908 14,972 - other 635,030 1,151, , ,045 17) Interests and other finance costs - other -8,679,921-3,733,015 Total financial income and expense (C) -7,528,373-2,878,288 D) Impairment of financial assets 19) Write-downs a) of investments -18,280,315-14,251,714 Total impairment of financial assets (D) -18,280,315-14,251,714 E) Extraordinary income and expenses 20) Income 11,644 6,525,677 21) Expenses 0-404,109 Total extraordinary income and expenses (E) 11,644 6,121,568 Profit (loss) before tax (A - B +- C +- D +- E) 35,184,175 43,507,007 22) Income taxes for the period a) Current income taxes 20,457,991 18,776,788 b) Deferred tax assets (liabilities) -2,301,898 18,156, ,780 19,754,568 23) Profit for the period 17,028,082 23,752, Financial Statements Financial Statement formats

77 Milano Serravalle - Milano Tangenziali S.p.A. A50 Tangenziale Ovest

78 N o t e s t o t h e f i n a n c i a l s t a t e m e n t s

79 I n t r o d u c t i o n Milano Serravalle - Milano Tangenziali S.p.A. operates within a concession, expiring on 31 October 2028, based on the Single Agreement signed with the Granting Body Anas on 7 November 2007, approved with Italian Law no. 101 of 6 June 2008 that converted Italian Decree-Law no. 59 of 8 April The 2011 financial statements represent the separate financial statements of the parent company Milano Serravalle - Milano Tangenziali S.p.A. and consists of the Balance Sheet, Income Statement and Notes to the financial statements; they are prepared in compliance with the provisions introduced by Italian Legislative Decree no. 6 of 17 January 2003, taking also in consideration the interpretations provided by the Italian Accounting Body. The financial statements are consistent with the duly kept accounting records, they are prepared in compliance with Articles 2423, 2423-bis, 2423 ter, 2424, 2424 bis, 2425, 2425 bis of the Italian Civil Code and are a true and fair representation of the Company's assets and liabilities and financial position and profit and loss for the financial year. Each item was measured on the basis of general prudent and accruals criteria with a view to the Company as a goingconcern as well as by taking into account the economic function of the asset or liability item under consideration, observing the policies and restrictions established by Article 2426 of the Italian Civil Code, since there are no special reasons for exemption. As provided for by Article 2423 ter, paragraph 5 of the Italian Civil Code, if necessary, the figures referring to the previous year were appropriately reclassified for the purpose of ensuring the comparability of the two periods. These financial statements do not include items originally expressed in a currency other than the Euro and all the amounts stated in the Notes to the financial statements are expressed in euros, without decimals. The Notes to the financial statements, prepared in accordance with the provisions of Article 2427 of the Italian Civil Code, taking also account of the amendments made by the Italian Legislative Decree no. 173 of 3 November 2008, are part and parcel of the financial statements and consist in two parts: the first one concerns the measurement bases of balance-sheet items; the second one explains the amount and change in balance-sheet, memorandum account and income statement items. The consolidated financial statements of the Group were prepared in accordance with the provisions of Italian Legislative Decree no. 127/91. The company, pursuant to Articles of the Consolidated Income Tax Act, during 2011 renewed the contract for national tax consolidation for the three-year period with the parent company A.S.A.M. S.p.A. that acts as a consolidating company accompanied also by Milano Serravalle Engineering S.r.l. The consolidated taxation procedure provides that: (a) a total income is derived corresponding to the algebraic sum of the total net income of the individual consolidated companies; (b) the total net income of each company is considered net of tax losses pertaining to the companies considered separately, relevant to financial years prior to the beginning of the group taxation; (c) both the payment of the only tax due or of the only refundable or retainable surplus, and the retained loss, if any, remaining after the algebraic sum of the taxable income for the period pertain to the consolidating company; (d) the liabilities to the payment in full and on account of company income tax pertain exclusively to the consolidating company.

80 MEASUREMENT BASES OF BALANCE-SHEET ITEMS (paragraph 1 Article 2427 Italian Civil Code) The measurement bases and the accounting standards applied comply with the rules established by Italian Legislative Decree 12/1991, are in compliance with the provisions of Article 2426 of the Italian Civil Code; the interpretations provided by the Italian Accounting Body were also taken in consideration; they supplemented, if applicable, the Accounting policy issued by the Italian National Association of Professional Accountants and Auditors. The measurement bases remained unchanged during the financial period compared to those adopted in the previous financial year. Intangible fixed assets Intangible fixed assets are posted at purchase cost only if their useful life extends in time and amortised at constant rates in order to take account, in each period, of their residual possibility of use. The fixed asset that, at the end of the reporting period, reports a value that is lower than the value carried and it is likely to remain so in the long term the asset in question is written down to this lower value; if the grounds for the write-down are no longer valid in subsequent years, the original value is restored, only adjusted to account for the appropriate amortisation. The amortisation takes place with regard to the estimated useful life of the asset that for the different categories is the following: Years 3a) Software 3 3b) Patents 20 4) Trademarks 10 With reference to Other intangible fixed assets, it should be noted that: charges relevant to improvements of third-party assets, i.e. to the new registered office, are amortised based on the residual period of validity of the relevant lease agreement (eighteen years); - costs relevant to the new processing system of the tolls (Int. Esa) are amortised in four years equal to the period of validity of the process support and starting contract signed with Sinelec S.p.A.; incidental expenses incurred when signing the loans (such as substitute tax, up-front commissions, legal and notorial expenses) are amortised according to the period of validity of the contract. Property, plant, and equipment in progress and advances consist of the costs borne for assets not put into use. Property, plant and equipment Assets freely transferable to ANAS Item B II of the balance-sheet assets included sub-item 6) where the Motorway infrastructure was ascribed: at the end of the Concession, it will be transferred without consideration to the Granting Body. The Motorway infrastructure is booked at purchase or production cost, inclusive of the relevant directly allocated additional expenses, revaluations in accordance with special laws that followed one another in time, contributions as by specific agreements, granted to third parties for the construction of additional works to the Motorway infrastructure and net of grants paid by the State and other Public Administrations. These contributions are recognised in the financial statements when the company meets all the conditions for receiving the contributions and that the contributions will be paid. The value of these assets is adjusted by the "Financial amortisation" calculated by differentiated rates, as required by the Economic and Financial Plan enclosed with the Agreement, on the basis of the purchase cost, inclusive of capitalised borrowing costs, revaluations carried out and net of capital grants. This fund allows to: a) systematically reduce the value of the Motorway infrastructure in relation to the remaining useful life that corresponds to the period of validity of the concession; b) freely transfer to the Granting Body, upon expiry of the Concession, the transferable assets. Property, plant, and equipment in progress and advances consist of the costs borne for the construction of motorway sections not yet opened to traffic and are recognised inclusive of the relevant directly allocated finance costs.

81 The reimbursement of the cost for the requests for additional payments referring to greater expenses borne by the contractors is recognised limited to the amounts whose manifestation and quantification is reasonably certain. Such requests are entered in the special site register of the contract work and take the form of "reserves" advanced by the contractor, if the contract provides for the issuance of states of the work-in-progress to be cross-examined. Assets non-transferable to Anas Non-transferable property, plant, and equipment (owned by the company) are posted at purchase cost, inclusive of the relevant additional expenses, net of their depreciations. Property, plant, and equipment are depreciated every year on a straight line basis according to technical and economical rates that are determined with reference to the remaining useful life of the asset. For the first year of depreciation, the rate is reduced by 50%. The estimated useful life, for the different categories of assets, is the following: YEARS PLANTS 5 MACHINERY 4 EQUIPMENT 8 TOURIST SIGNS 10 CARS 4 HEAVY MOTOR VEHICLES 5 OFFICE MACHINES 5 FURNITURE AND FITTINGS 8 The acquisition costs relating to low-value assets, not benefiting future accounting periods, were fully expensed in the income statement in the financial year of the purchase. Assets granted by third parties I Assets granted by third parties with lease agreements are recognised in the financial statements with the asset-based method that contemplates the recording on an accrual basis of the lease payments as operating costs. The asset is recognised as an asset with its surrender value only at the end of the contract of reference. The memorandum accounts show the commitment for lease payments falling due relevant to the agreements existing at the end of the reporting period. Investments They represent long-term investments aimed at achieving an integrated and diversified industrial and commercial organisation. Investments in "Subsidiary and associated companies", in which the Company has control and significant influence, are recorded at net equity, as shown by the last financial statements approved by the respective Boards of Directors. II The higher value of the investment compared to the purchase cost, after applying the equity method, is charged to the fair-value reserve, whereas the lower value is posted to the Income Statement. Any higher value recognised at the time of purchase compared to shareholders' equity is recorded in the Income Statement only and exclusively in the presence of impairment losses. Investments in "Other companies", in which the Company has no control and significant influence, are recorded at historical purchase or subscription cost, inclusive of any directly related additional expense. In the presence of impairment losses, the cost is adjusted by making appropriate write-downs. Should the reason for the write-down no longer apply in any given financial year, then the original value is reinstated. Other long-term investments Long-term loans are stated in the financial statements at face value.

82 Short-term investments The item includes short-term investments and is posted at purchase cost or, if lower, at marked-to-market realisation value. Inventories Inventories are valued according to the Lifo method with annual increases and, in any case, recorded at a value not greater than the sale value inferable from the market trend as provided by Article 2426, paragraph 1, point sub-9), of the Italian Civil Code. The item consists of supplies of materials whose use is functional both to the maintenance and to the operation of works and motorway equipment. Loans Receivables, classified under current assets, are recognised at the nominal value adjusted by the provision for bad debts, to allow for the estimated realisable value proportionate both to the amount of risks relevant to specific doubtful loans, and to the amount of general market risk impending on the majority of receivables. Payables Payables are posted at their par value. Trade accounts payable include the fees due in connection with the services completed by the end of the financial period but still to be invoiced. Accruals and Deferrals They are determined and recorded on a accrual basis, in accordance with the matching principle and mainly include multi-year prepaid expenses and deferred income, determined by annual portions by reason of the period of validity of the relevant contracts. Provisions for recovery or replacement of freely transferable assets (provision for renovation) The "provision for renovation" serves to maintain and/or restore the original production capacity of the "assets freely transferable to Anas" both to keep unchanged the production capacity, and to transfer them, upon expiry of the Concession, to the granting Body in good working order. This provision is kept constantly in line with what is indicated in the current Financial Plan and is set up through systematic provisions, distributed throughout the period of validity of the concession, in connection with a precise estimate of costs for maintenance, renewal, safety and the like. Provision for risks and charges They are prudently set up and provisioned to cover specific losses or liabilities whose existence is certain or likely, but whose timing or amount is not yet known at the reporting date. The provisions reflect the best possible estimate based on the commitments undertaken and the information available. Employee Severance Indemnity The severance indemnity fund represents the amount payable accrued until 30 June 2007 allocated to cover the entire liability accrued towards the employees in accordance with the prevailing legislation and the collective labour agreements and additional company agreements, revalued each year based on special indices. As a result of the amendments made by the regulations on the employee severance indemnity, as from the 2007 financial year, the Company pays the accrued pertaining amounts, in relation to the choice of each employee, to a social-security organisation or to the INPS treasury fund. Memorandum accounts The memorandum accounts show the value of the guarantees given and commitments undertaken valued according to the nature of the risk and based on the information available on the reporting date of the financial statements. Total Revenues from services and for the sale of assets are recognised in accordance with the matching principle. Financial revenues are recognised on an accrual basis.

83 Own work capitalised Own work capitalised also include capitalised interest expense on property, plant and equipment contracted to third parties, should the conditions occur. Costs and expenses Costs and expenses are recorded in accordance with the matching principle. In particular, costs for the acquisition of goods and for services are recorded upon the transfer of their ownership and on the date on which the services are rendered, respectively. Current income taxes Taxes are recorded in the Financial Statements on an accrual basis, taking into account the current tax rates. Deferred tax liabilities and deferred tax assets In compliance with Accounting Standard no. 25, the method used for determining and recording taxes in the financial statements is the one used for stating the tax expense for the period, by booking deferred tax assets and liabilities. In this regard, the temporary differences between income taxes for the period and those determined on the basis of the applicable tax legislation and that will be liquidated and/or recovered in subsequent periods are recorded, if positive, among deferred tax assets and, if negative, in the provision for deferred tax liabilities. When determining deferred tax assets and liabilities, the expected tax rate in force in the financial period in which the temporary difference will flow as well as any facility provided by the current tax legislation were taken into account. Deferred tax assets are recognised to the extent that a reasonable certainty of their future recovery exists. If the temporary differences or the provisions to tax deferral reserves give rise to deferred tax liabilities, they will not be recorded if it is unlikely that the related liability will arise.

84 AMOUNT AND CHANGE IN BALANCE-SHEET, MEMORANDUM ACCOUNT AND INCOME STATEMENT ITEMS CHANGES IN FIXED ASSETS (paragraph 2, 3, 3bis, 5, 8 Article 2427 Italian Civil Code) B - FIXED ASSETS I - Intangible fixed assets BREAKDOWN OF THE HISTORICAL VALUE AS AT 31/12/2010 Historical value Previous amortisations Previous writedowns Previous revaluations Value as at 31/12/2010 2) Costs of research, development 28, , and advertising 3) Invention patent rights and intellectual 2,050,014-1,795,197-4, ,438 property rights 4) Concessions, licenses, trademarks & similar 1, rights 6) Property, plant, and equipment in progress 37, ,734 and advances 7) Others 7,912, , ,219,801 TOTAL 10,029,999-2,488,629-32, ,508,937 3) Invention patent rights and intellectual property rights CHANGES IN INTANGIBLE FIXED ASSETS Value as at Reclassificatio Increases for Write-downs Amortisation for Value as at 31/12/2010 ns/transfers the period for the period the period 31/12/ , , , ,445 4) Concessions, licenses, trademarks & similar rights 6) Property, plant, and equipment in progress 37, , ,118 and advances 7) Others 7,219, , ,628 6,689,709 TOTAL 7,508, , ,791 7,061,116 Invention patent rights and intellectual property rights: the increase refers to upgrades and extensions of software applications already used, mainly referring to the new software application "Office", to improvements to the Company's web site and portal. Property, plant, and equipment in progress and advances: the increase of EUR 133,384 refers to incidental expenses incurred for the granting of a loan of 100 million by the European Investment Bank. Others: increases for the period refer to changes made to the offices of the new registered office and to the capitalisation of costs borne for the support in the implementation of the new toll processing system (Int.Esa) II - Property, plant, and equipment Property, plant and equipment Value as at Value as at 31/12/201 Change in value % change 31/12/2011 Assets non-transferable to Anas 2,022,427 2,292, , Assets freely transferable to Anas 416,123, ,267,353-22,144, Total 418,145, ,560,241-22,414,

85 Property, plant and equipment non-transferable to Anas CHANGES IN PROPERTY, PLANT AND EQUIPMENT NON-TRANSFERABLE TO ANAS Value as at Reclassificati Increases for Decreases for 31/12/2010 ons/transfers the period the period Amortisation for the period Value as at 31/12/2011 Gross value 2) Plant and machinery 2a) Plant 1,755,442 7,470 11, , ,014,633 2b) Machinery 4,220, , , ,963,155 Total plant and machinery 5,976,175 7,470 77,314-1,083, ,977,788 3) Fixtures and fittings, tools and equipment 3a) Equipment 774, , ,272 3b) Posters 701, ,401 Total fixtures and fittings, tools and 1,475, , ,480,673 equipment 4) Other assets: 4a) Means of transport 2,285,177 81, ,725-79, ,515,978 4b) Office machines 2,391, ,047-6, ,523,492 4c) Furniture 2,593, , , ,854,445 Total other assets 7,269,468 81, , , ,893,915 TOTAL GROSS VALUE 14,721,097 89, ,861-2,012, ,352,376 Depreciation fund 2) Plant and machinery 2a) Plant -1,419, , , ,150 2b) Machinery -3,679, , ,781-3,593,089 Total plant and machinery -5,099, ,071, ,031-4,376,239 3) Fixtures and fittings, tools and equipment 3a) Equipment -636, , ,255 3b) Posters -599, , ,391 Total fixtures and fittings, tools and -1,236, ,072-1,285,646 equipment 4) Other assets: 4a) Means of transport -1,882, , ,765-1,983,205 4b) Office machines -1,984, , ,949-2,172,156 4c) Furniture -2,315, ,221-78,733-1,563,697 Total other assets -6,182, , ,447-5,719,058 TOTAL DEPRECIATION FUNDS -12,517, ,988, ,550-11,380,943 Non-transferable property, plant and equipment net of depreciation funds 2) Plant and machinery 2a) Plant 336,283 7,470 11,315-11, , ,483 2b) Machinery 540, , , ,066 Total plant and machinery 877,131 7,470 77,314-11, , ,549 3) Fixtures and fittings, tools and equipment 3a) Equipment 137, , , ,017 3b) Posters 101, ,888 87,010 Total fixtures and fittings, tools and 239, , , ,027 equipment 4) Other assets: 4a) Means of transport 402,860 81, , , ,773 4b) Office machines 406, ,047-1, , ,336 4c) Furniture 277, ,661-11,037-78, ,748 Total other assets 1,087,260 81, ,433-12, ,447 1,174,857 TOTAL NET VALUE 2,203,465 89, ,861-23, ,550 1,971,433 5) Property, plant, and equipment in progress and advances 89,423-89,423 50, ,994 TOTAL NON-TRANSFERABLE PROPERTY, PLANT AND EQUIPMENT NET OF FUNDS 2,292, ,855-23, ,550 2,022,427

86 Plant and machinery Purchases mainly refer to two variable message mobile trolleys and a lift truck for the warehouse. Fixtures and fittings, tools and equipment The increase refers to the purchase of sundry office equipment. Office machinery Increases for the period mainly refer to the renewal of all the company printers/photocopiers purchased replacing the previous ones, whose rental contract expired in the first half of the year. Furniture The significant increase refers to the renewal of the furniture of the building near the barrier of Agrate, renovated during the financial year. Means of transport The increase is due to the purchase and commissioning of new vans for road traffic. The decrease is related to the scrapping of motor vehicles used by the traffic police replaced with new cars acquired with rental contracts. Property, plant and equipment freely transferable to Anas: CHANGES IN PROPERTY, PLANT AND EQUIPMENT FREELY TRANSFERABLE TO ANAS Value as at Reclassificatio Increases for Decreases for 31/12/2010 ns/transfers the period the period MOTORWAY INFRASTRUCTURE IN OPERATION Amortisation for the period Value as at 31/12/2011 Historic cost 1,047,731, ,816 3,282, , ,051,399,653 Finance costs 247,314, , ,513,306 0 Grants received -89,419, ,776, ,195,728 Monetary revaluations ex lege 172,594, , ,582,592 Total motorway infrastructure in operation 1,378,221, ,862 3,282,105-3,164, ,379,299,823 Depreciation fund -1,016,628, ,282,000-1,056,910,361 Motorway infrastructure in operation net of the depreciation fund 361,592, ,862 3,282,105-3,164,217-40,282, ,389,462 MOTORWAY INFRASTRUCTURE IN PROGRESS AND ADVANCES Historic cost 79,175, ,816 15,518,475-27, Finance costs 2,106, ,046 2,529, Grants received -4,607, Total motorway infrastructure in progress and advances 76,674, ,862 18,048,034-27, ,733,853 Total property, plant and equipment freely transferable to ANAS 438,267, ,330,139-3,192,177-40,282, ,123,315 The most significant changes of the financial year refer: - as for the motorway infrastructure "in operation" to the price review relate to the construction works of the third lane of the A7 Motorway in the stretch between the Po bridge and the A21 Motorway to the development of the toll systems on the entire network to the completion of the new junction of Rozzano on Tangenziale Ovest (West Orbital Road) and to the awarding of a speeding-up premium to the completion of the renovation works of the building of the Agrate barrier to the third and last tranche of contribution paid to the Municipality of Sesto San Giovanni for environmental interventions"

87 as for the motorway infrastructure "in progress and advances" to the works for the construction of the junction of Lambrate of Tangenziale Est (East Orbital Road) with connection to the Intermodal Centre of Segrate to the redevelopment of the last exit of Tangenziale Ovest (West Orbital Road) with the A1 Motorway junction to the start of the redevelopment works of the A7 Motorway and 50 Orbital Road handworks to the planning of the works for guardrail adaptation and lighting on Tangenziale Est (East Orbital Road) and on Tangenziale Nord (North Orbital Road) to the conclusion of the planning of the works for fixing up the Bereguardo-Pavia motorway link on A7 Motorway to the planning of noise barriers on the entire network to the planning for the redevelopment of the Milan barrier and of the Gropello tollbooth to the carrying out of the integrated traffic detection system (Information Superhighway) to a contribution paid to the Province of Milan for the carrying-out of the southeast orbital road of the variance of the Monza-Trezzo provincial road. The advances recognised to the suppliers at the time of signing the contracts were reclassified under the item "other receivables" of current assets. Decreases include the last tranche of the contribution, disbursed during the financial year, by Fiordaliso S.p.A. for the carrying-out of the new junction of Rozzano. Information concerning grants paid by Public Bodies, yet to be collected after 31 December 2011, is stated below: GRANTS PAID BY PUBLIC BODIES (*) Issuing body/compan y grant provided by the Agreement accrued until 31/12/2011 received until 31/12/2011 yet to be received as at 31/12/2011 Road network for accessing the New Trade-faire Pole of Rho-Pero. Stretch A junction 1st and 2nd phase interventions Anas S.p.A. 44,410,805 44,410,805 29,851,268 14,559,537 Redevelopment of the junction of Lambrate of Tangenziale Est (East Orbital Road) and completion of the Road system for accessing the Intermodal Centre of Segrate Redevelopment of the junction of Lambrate of Tangenziale Est (East Orbital Road) and completion of the Road system for accessing the Intermodal Centre of Segrate Works for the construction of the junction of Tangenziale Ovest (West Orbital Road) with SS11 (State road) and SS33 (State road) (Molino Dorino) Municipality of Milan 13,735,240 11,210,236 1,310,000 12,425,240 Lombard Region 27,197,570 8,485,596 3,294,966 23,902,604 Municipality of Milan 15,368,106 15,368,106 11,824,386 3,543,720 Total grants paid by Public bodies 100,711,721 79,474,743 46,280,620 54,431,101 (*) grants are stated net of VAT, if applied In line with what is requested by Anas with letter dated 11 January 2008 and in compliance with paragraph 8 Article 2427 of the Italian Civil Code, the investments to the motorway infrastructure for the period, net of grants received, broken down by contract work and cost item are shown in the table below.

88 INVESTMENTS TO THE MOTORWAY INFRASTRUCTURE AS AT 31/12/2011 Amounts in thousands of EUR 2011 INCREASES GENERAL EXPENSES GRANTS RECEIVABLE FINANCE COSTS WORKS TOTAL INVESTMENTS - HISTORIC COST Milano Serravalle motorway Tangenziale Ovest Tangenziale Est Tangenziale Nord Total /12/99 AGREEMENT INVESTMENTS Completion of Works - Italian Law Third lane from the Po bridge to A Bereguardo PV connection Modification of the last exit for A1 towards MI 2, ,571 Modification of the new junction of Rozzano SS , ,283 Redevelopment of the Forlanini junction Junction of Lambrate and the complet. of the road network for the 3,798 1, ,891 I.C. of Segrate Information network 3, ,985 Noise barriers on the entire network Development of the toll systems and services on the entire network Total 11,433 2,403-2,776 2,178 13,238 11/06/2003 ADDITIONAL AGREEMENT INVESTMENTS Trade-fair pole - Second stage Total /11/2007 AGREEMENT INVESTMENTS Works for the river defence of the Po River Bridge Environmental and landscape works ,057 Works of modernisation to improve the sector quality standards 1,431 1, ,737 Construction of parking areas for heavy vehicles Improvement of the road network of the Cascina Gobba junction Grants to Public Bodies 0 1, ,209 Redevelopment work of the Provincial Road S.P. 46 (Rho-Monza) Total 1,585 3, ,133 TOTAL INVESTMENTS TO THE MOTORWAY INFRASTRUCTURE 13,018 5,367-2,776 2,529 18,138 Finance costs of EUR 2,529,559 refer to interest expense accrued on loans intended for the works of the motorway infrastructure. With reference to the works in progress as at 31 December 2011, the contracting companies entered in the special site register reserves yet to be defined of EUR 120,047,790 including EUR 79,645,106 ascribable to the work for the completion of the road network for assessing the Intermodal Centre of Segrate and related expansion of the junction of Lambrate. Property, plant and equipment freely transferable to Anas include the planning and carrying-out of works by subsidiary companies on behalf of the Parent Company and charged to it of EUR 1,365,699 capitalised during the financial year, and EUR 16,042,107 capitalised in the previous financial years. Property, plant and equipment were subject to monetary revaluation as shown in the following table: SUMMARY TABLE RELEVANT TO COMPANY ASSETS MOTORWAY INFRASTRUCTURE YEAR 31/12/2010 Changes 31/12/2011 Revaluation ex lege 576/ ,091,106-1,920 12,089,186 Revaluation ex lege 72/ ,223,137-9,922 35,213,215 Revaluation ex lege 413/ ,823, ,823,401 Revaluation ex lege 342/ ,456, ,456,790 TOTAL 172,594,434-11, ,582,592

89 III - Long-term investments 1) Investments: As at 31 December 2011, company investments are set below: Company name SUBSIDIARY COMPANIES Share Capital Amount LIST OF INVESTMENTS Last financial statements' shareholder s equity Last financial statements ' results % held Share par value Book value as at 31/12/2011 Portion of shareholders ' equity Milano Serravalle Engineering S.r.l. Assago - Via del Bosco Rinnovato 4/b 300,000 3,047, , ,000 3,047,375 3,047,375 Autostrada Pedemontana Lombarda S.p.A. Milano - Piazza della Repubblica ,000, ,452,167-3,127, ,721, ,776,029 Total subsidiary companies 137,739,364 ASSOCIATED COMPANIES Tangenziali Esterne di Milano S.p.A. Milano - Via della Liberazione 18 27,929,990 74,014, ,937,597 25,728,226 23,684,718 Total associated companies 25,728,226 OTHER COMPANIES CIV S.p.A. Milan - Via Felice Casati 1A 20,000,000 11,957,706-2,054, ,000, ,885 Autostrade Lombarde S.p.A. (*) Bergamo - Largo B.Belotti, ,669, ,985, ,000,000 13,012,505 13,1 68,528 Società di progetto Brebemi S.p.A. (*) (**) Brescia - Via Somalia 2/4 130,000, ,510,115-4,571, ,889 1,300,000 1,188,128 S.A.Bro.M. S.p.A. Milan - Via Felice Casati 1A 25,000,000 24,152, ,750,000 3,745,740 3,622,888 Consorzio Milano Sistema in liquidation Milano - Corso di Porta Vittoria, 4 100, ,100 25,000 Consorzio Autostrade Italiane Energia Roma - Via Alberto Bergamini , ,607 1,549 Confederazione Autostrade S.p.A.(*) Verona - Via Flavio Gioia 71 6,000,000 3,007,603-2,366, ,000,200 1,000, ,367 Aeroporto di Rivanazzano S.r.l. - In liq. (*) Pavia - Via Mentana 27 1,487, , , , Malpensa 92 Scrl in liquidation 10, Tortona - Regione Ratto Tangenziale Esterna S.p.A. Milano - Via della Liberazione ,000,000 97,304,775-1,216,864 0,25 250, , ,262 Total other companies 20,451,467 TOTAL INVESTMENTS 183,919,057 (*) for these companies the last financial statements are those as at 31 December 2010 approved by their Shareholders' Meetings in For all the other companies, the last financial statements are those as at 31 December 2011, approved by their Administrative Bodies at the beginning of 2012 (**) as at 31/12/2011 the share capital amounts to EUR 180,000,000 following the formalisation of the increase in C.S that as at 31/12/2010 was registered in "Reserve for payment for share capital increase". The other items remained unchanged.

90 The breakdown of the value entered in long-term investments is shown in the following table: BREAKDOWN OF THE HISTORICAL VALUE AS AT 31/12/2010 Historical value Previous Reinstatement Previous Reinstatement Value as at 31/12/2010 write-downs of values revaluations of values Milano Serravalle Engineering S.r.l. 739, , ,533, Autostrada Pedemontana Lombarda S.p.A. 153,318,569-16,488, ,829,873 TOTAL SUBSIDIARY COMPANIES 154,058,419-16,928, ,533, Tangenziali Esterne di Milano S.p.A. 10,457,600-2,060,372 1,521, ,918,348 TOTAL ASSOCIATED COMPANIES 10,457,600-2,060,372 1,521, ,918,348 CIV S.p.A. 1,016, , , Autostrade Lombarde S.p.A. 13,312, , Società di progetto Brebemi S.p.A. 1,300, S.A.Bro.M. S.p.A. 3,750,000-4, Consorzio Milano Sistema in liquidation 25, Consorzio Autostrade Italiane Energia 1, Confederazione Autostrade S.p.A. 1,175, , A4 Holding S.p.A. (Serenissima) 70,548,358-11,054, Aeroporto di Rivanazzano S.r.l. in liq. 142, Malpensa 92 Scrl in liquidation Tangenziale Esterna S.p.A. 125, TOTAL OTHER COMPANIES 91,398,151-11,703, , TOTAL INVESTMENTS 255,914,170-30,692,223 1,646,319 2,533, ,401,318 Changes in each investment in 2011 are shown below: CHANGES IN INVESTMENTS Subsidiary companies: Value as at 31/12/2010 Reclassificatio ns/transfers Increases /purchases for the period Decreases /sales for the period Revaluations/ Reinstatement s for the period Write-downs for the period Value as at 31/12/2011 Milano Serravalle Engineering S.r.l. 2,833, , ,047,375 Autostrada Pedemontana Lombarda S.p.A. 136,829, ,1 37, ,691,989 TOTAL SUBSIDIARY COMPANIES 139,662, ,324-2,137, ,739,364 Associated companies: Tangenziali Esterne di Milano S.p.A. 9,918, ,985, ,049 25,728,226 TOTAL ASSOCIATED COMPANIES 9,918, ,985, ,049 25,728,226 Other companies: CIV S.p.A. 973, ,197 Autostrade Lombarde S.p.A. 13,012, ,012,505 Società di progetto Brebemi S.p.A. 1,300, ,300,000 SABro.M. S.pA 3,745, ,745,740 Consorzio Milano Sistema in liquidation 25, ,000 Consorzio Autostrade Italiane Energia 1, ,549 Confederazione Autostrade S.p.A. 1,000, ,000,000 A4 Holding S.p.A. (Serenissima) 59,493,580-62,464,532 2,970, Aeroporto di Rivanazzano S.r.l. in liq. 142, ,959 Malpensa 92 Scrl in liquidation Tangenziale Esterna S.p.A. 125, , ,000 TOTAL OTHER COMPANIES 79,820,047-62,464,532 3,095, ,451,467 TOTAL INVESTMENTS 229,401,318-62,464,532 19,081, ,324-2,313, ,919,057

91 Increases/purchases for the period: of EUR 15,985,927 refer to the share capital increase of Tangenziali Esterne di Milano S.p.A. of EUR 2,970,952 refer to the share capital increase of A4 Holding S.p.A. of EUR 125,000 refer to the share capital increase of Tangenziale Esterna S.p.A. The revaluations for the period refer to Milano Serravalle Engineering S.r.l. in order to adjust the investment value to the portion of shareholder's equity held as at 31 December. The write-downs for the period: of EUR 2,137,884 refer to Autostrada Pedemontana Lombarda S.p.A., in order to adjust the investment value to the portion of shareholder's equity held as at 31 December. The greater value entered in the financial statements compared to the shareholders' equity of the subsidiary as at 31 December 2011 represents the goodwill and will be amortised as from the 2015 financial year, planned start date of the thirty-year concession of Autostrada Pedemontana Lombarda S.p.A. of EUR 176,049 refer to Tangenziali Esterne di Milano S.p.A. in connection with the loss suffered in the financial statements as at 31 December The greater value entered in the financial statements, compared to the owned shareholders' equity, is due to the amounts subscribed and paid in relation to the share capital increase that is not yet concluded as at 31 December In June, the Company started the procedure for the transfer of the investment in A4 Holding S.p.A.; therefore, it was reclassified in current assets. Loans d) Loans to others Value as at Value as at Change in value % change Long-term loans 31/12/ /12/2010 T.F.R. provision policies 7,336,805 7,453, , Guarantee deposits 530, , Total 7,867,529 7,985, , The policies concern the "employees' severance indemnity". The book value represents the overall loan claimed by the Parent Company as at 31/12/2011 with regard to the Ras and Ina Assitalia insurance companies.

92 CHANGES IN THE OTHER ASSET AND LIABILITY ITEMS AND MEMORANDUM ACCOUNTS (paragraph 4, 6, 7, 7bis, 9, 14, 17 Article 2427 Italian Civil Code) C) WORKING CAPITAL I - Inventories 1) Raw materials and consumables Inventories, referring to materials functional to maintenance and to the carrying out of the motorway network (mainly road salt, fences, guardrails) amounted to EUR 2,132,849 (EUR 2,225,950 in 2010). II - Receivables 1) Trade accounts receivable The item mainly consists in receivables deriving from interconnection relations, due to the deferred toll payment, gross of the relevant provision for bad debts of EUR 810,858. Value as at 31/12/2011 Value as at Change in % change Trade accounts receivable 31/12/2010 value Due from customers 4,838,979 3,934, , Receivables for tolls - interconnection relations 42,263,033 42,432, , Receivables for the recovery of operating costs 3,522,225 2,425,886 1,096, Receivables for toll non-payment reports 972,752 1,109, , Total 51,596,989 49,902,060 1,694, Provisions for bad debts -810,858-1,016, , Total net of bad debt provisions 50,786,131 48,885,432 1,900, "Due from customers" mainly includes receivables claimed from oil companies for royalties and receivables from other motorway companies for toll collection income. "Receivables deriving from interconnection relations" mainly consists of receivable transactions with interconnected motorway companies, including Autostrade per l'italia S.p.A. and refer to the tolls credited at the beginning of the 2012 financial year, but accruing in the 2011 financial year. "Receivables for the recovery of operating costs" includes the receivables claimed with regard to Autostrade per l'italia S.p.A. for the recovery of the operating costs relevant to the Agrate and Terrazzano motorway barriers. "Receivables for toll non-payment reports (T.N.P.R.)" represents the portion pertaining to the company for tolls still to be collected from the road users in connection with the issue of T.N.P.R. reports in the barriers pertaining to the Company. The receivable for T.n.p.r. as at 31 December 2011 was adjusted to the estimated realisable value by means of a provision to the provision for bad debts. The changes in the provision for bad debts are shown below. Value as at 31/12/2010 Utilisation for Residual amount Provisions for the Value as at Provisions for bad debts the period after utilisation period 31/12/2011 Total 1,016, , , , ,858 2) Receivables from subsidiary companies Value as at Value as at Change in value % change Receivables from subsidiaries 31/12/ /12/2010 Autostrada Pedemontana Lombarda S.p.A. 58,312 11,000 47,312 = Milano Serravalle Engineering S.r.l. 217, ,913 61, Total 276, , , The receivable from the subsidiary Autostrada Pedemontana Lombarda S.p.A. consists of the service rendered during the year and of the secondment of an employee of the Company.

93 3) Receivables from associated companies Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Receivables from associates Tangenziale Esterna di Milano S.p.A. 4,034,489 20,014,972-15,980, Total 4,034,489 20,014,972-15,980, The receivable concerning the interest-bearing loan of EUR 20 million, granted in 2010 to the associate Tangenziale Esterna di Milano S.p.A., was terminated by offsetting partially the injection for share capital increase of the associate subscribed on 30 April On 11 October 2011, the Company granted a new interest-bearing loan of 4 million whose accrued interest at the end of the reporting period amounts to EUR 34,489. 4) Receivables from parent companies Value as at Value as at Change in value % change Receivables from parent companies 31/12/ /12/2010 ASAM S.p.A. 644, ,970 77, Total 644, ,970 77, The receivable from the A.S.A.M. S.p.A. parent company is related to the income from national tax consolidation and to the contract for the lease of the premises, signed in July bis) Tax receivables Value as at Value as at Change in value Tax receivables 31/12/ /12/2010 Input VAT (payment of December) 2,705, ,705,308 IRAP (Regional company tax) credit 25, ,460 % change Other receivables 10,215 20,074-9, Total within the financial year 2,740,983 20,074 2,720,909 Total over the next financial year 290, , , Total 3,031, ,281 2,854,018 = The item mainly refers to the VAT Group receivable related to the payment of December ter) Deferred tax assets (paragraph 14 Article 2427 Italian Civil Code) The item increases during the financial year of EUR 1,944,396 as shown in the following table: Deferred tax assets Amount of temporary differences Tax effect for IRES purposes (27.5%) Tax effect for IRAP purposes (3.9%) Total tax effect Amount of temporary differences Tax effect for IRES purposes (27.5%) Tax effect for IRAP purposes (3.9%) Total tax effect Impact to the income statement Gifts and entertainment ,968 2, ,502-2,502 Directors' fees 186,736 51, ,353 53,531 14, ,721 36,632 Provision for risks and charges (for 2,767, , ,987 1,602, , , ,361 IRES purposes) Provision for risks and charges (for 2,767, , , , ,915 24,915 83,007 IRAP purposes) Use of renovation fund 5,949,393 1,636, ,636, , , ,185 1,506,898 Total 2,448, ,922 2,556, ,723 25, ,949 1,944,396 The most significant change, given the maintenance level of the year, is related to the portion not deducted of the allocation of renovation fund. This increase was determined by Italian Decree law of 6 July 2011 converted into Italian Law no. 111/2011, with which the deductibility percentage of the allocations of maintenance, recovery and replacement

94 expenses was changed for the Motorway Concessions by decreasing it from 5% to 1% of the cost of freely transferable assets, already effective as from the 2011 tax period. 5) Loans to others Value as at Value as at Change in value % change Loans to others 31/12/ /12/2010 Advances of legal expenses 10,200 40,600-30, Advances to suppliers 317, , , Recovery from insurance companies 51, ,812-73, Receivables from INPS 45,790 38,346 7, Dividends receivable 523, ,682 0 = From managers of toll payment electronic cards 748, ,934 84, From the Municipality of Milan for contributions on works 8,334,312 4,645,580 3,688, Other receivables 570, , , Total within the financial year 10,600,927 6,854,298 3,746, Interest-free loan to Soc. Conf. Autostrade 1,012, , , Total over the next financial year 1,012, , , Total 11,613,760 7,700,465 3,913, Receivables from the Municipality of Milan refers to invoices issued in connection with contributions related to the works: the carrying out on Tangenziale Ovest (West orbital road) of the junction at km with State roads S.S. 11 and S.S. 33 (Molino Dorino); redevelopment of the junction of Lambrate of Tangenziale Est (East Orbital Road) and completion of the road system for accessing the Intermodal Centre of Segrate. In April, another interest-free loan was granted of EUR 166,666 to Società Confederazione Autostrade S.p.A. Pursuant to paragraph 6 of Article 2427, the only recoverable receivable over five years is entered in the item "deferred tax assets" and it is related to deferred tax assets calculated on the allocations of renovation fund and non-deducted for tax purposes. RECEIVABLES, WITH A DURATION OF MORE THAN FIVE YEARS, BROKEN DOWN BY MATURITY RECEIVABLES Within 12 months Over 12 months Over 5 years Total 4-ter) Deferred tax assets 888, ,618 1,636,083 Total 0 888, ,618 1,636,083 It should also be noted that all the receivables, given the activity carried out by the Company and the geographical area of operations, concern national subjects. III - Short-term investments 4) Other investments Company name OTHER COMPANIES Share Capital Amount (*) LIST OF INVESTMENTS Last financial statements' Last financial shareholders statements' equity (*) results (*) % held Share par value Book value as at 31/12/2011 Portion of shareholder s' equity A4 Holding S.p.A. (Serenissima) Verona - Via Flavio Gioia ,450, ,754, , Total other companies 46,498,150 TOTAL INVESTMENTS 46,498,150 (*) The last financial statements approved are those as at 31/12/2010. As at 31/12/2011, after the entries of share capital increase, the Shareholders' Equity amounted to EUR 523,789,351.

95 CHANGES IN INVESTMENTS Reclassificatio ns/transfers Value as at 31/12/20010 Increases /purchases for the period Decreases /sales for the period Revaluations/R einstatements for the period Write-downs Value as at for the period 31/12/2011 Other companies: A4 Holding S.pA (Serenissima) 0 62,464, ,966,382 46,498,150 TOTAL OTHER COMPANIES 0 62,464, ,966,382 46,498,150 TOTAL INVESTMENTS 0 62,464, ,966,382 46,498,150 On 10 June 2011, the Board of Directors resolved to transfer the investment in A4 Holding S.p.A.; therefore, since the company is no longer interested in the permanent maintenance of the investment, it was reclassified under current assets. The investment was written down by EUR 15,966,382 in order to adjust the value entered in the financial statements, as provided by the accounting policy, at the book value or market-to-market value, whichever lower. In order to identify this last amount, the average value of all the purchase events appeared on the market after the approval of the financial statements as at 31 December 2010, or throughout 31 December 2011 was taken as reference. In particular, the aforesaid evaluation was formulated exclusively on the basis of the "comparable transactions" method, without other strategic, industrial and negotiating considerations, as in the prior financial statements. In fact, in the light of the above, the reasons for the up-side previously assumed fell short, given the strategic role of the share held by the Company in the investee for the purposes of balance of public and private shareholders in the company governance. IV - Cash Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Cash Bank and post office deposits 29,950,617 7,855,065 22,095,552 = Cash and cash assets 368, ,365-25, Total 30,319,426 8,249,430 22,069,996 = Cash includes bank and post office deposits of EUR 29,950,617, and financial resources on current accounts with banks, amounts available on post office giro accounts and contextual collections relevant to tolls. "Cash and cash assets" of EUR 368,809 represents the funds made available of the premises and of the motorway station, both at the manual counters and automated teller machines, to meet the operational requirements of payment flows. D - ACCRUED INCOME AND PREPAID EXPENSES Value as at Value as at Change in value % change Prepaid expenses 31/12/ /12/2010 Sundry insurance 180, , , Polifore agreement 2,062,863 2,357, , Rentals and service charges 3, ,043 = Commissions on short-term loans 1,730 39,973-38, Other 343,138 90, ,204 = Total 2,591,485 3,157, , The "Polifore agreement" derives from the signing, in the 2002 financial year, of an Agreement with the Telecom Italia S.p.A. company for the ordinary and extraordinary maintenance of the network in optical fibre present on our motorway sections and for the exclusive purchase of the facility intended for optical fibres. These costs shall be charged pro-rata for each financial period until expiry (31 December 2018). Since polifore agreement and mortgage expenses have a duration of more than five years, they are broken down by maturity. PREPAID EXPENSES, WITH A DURATION OF MORE THAN FIVE YEARS, BROKEN DOWN BY MATURITY PREPAID EXPENSES Within 12 months Over 12 months Over 5 years Total Polifore agreements Total 295, ,271 1,178,664 1,178, , ,928 2,062,863 2,062,863

96 A - SHAREHOLDERS' EQUITY The changes in each item of the Shareholders' equity are shown below: Value as at 31/12/2009 CHANGES IN THE SHAREHOLDERS' EQUITY ITEMS Increases Decreases Value as at for the for the 31/12/2010 period period Allocation of the profit and loss for the period Other Dividend allocation distributio s n Allocation of the profit and loss for the period Other allocation s Dividend distributio n Increases for the period Decreases for the period Value as at 31/12/2011 I - Share capital 93,600, ,600, III - Revaluation reserve IV - Legal reserve 16,256,831 1,719, ,976,439 1,187, VII - Other reserves: Reserve for evaluation of investments using the equity 2,465, , ,533, method Extraordinary reserve 203,581,368 10,712, ,293, , Taxed reserve 288, , Third-party contributions 3,721, ,721, Tied-up reserve for 15,185, ,185, delayed investments IX - Profit for the period 34,392,161-12,432,161-21,960,000 23,752, ,752,439-1,792,439-21,960, Total shareholders' 369,490, ,960,000 23,820, ,351, ,960,000 17,242, ,633,613 equity The Share Capital of the Company of EUR 93,600,000, fully subscribed and paid, is represented by 180,000,000 ordinary shares with a par value of Euro 0.52 per share. The Legal reserve increased compared to 31 December 2010 due to the allocation of 5% of the net profit achieved at the end of the previous financial year, in compliance with the provision of Article 2430 of the Italian Civil Code. The non-distributable reserve from investments evaluated using the equity method (ex Article 2426 of the Italian Civil Code) includes the profit for 2011 by the Milano Serravalle Engineering S.r.l. subsidiary The Extraordinary reserve increased compared to 31 December 2010 due to the allocation of part of the net profit achieved at the end of the 2010 financial year. Pursuant to paragraph 7 bis of Article 2427 of the Italian Civil Code, the type, possibility of use and distribution of the fairvalue reserves as suggested by O.I.C. (Italian Accounting Body) document no. 1; the possibility of use of the reserves is encoded on the basis of the first three letters of the alphabet as indicated in the legend: TABLE OF ALLOCATION OF SHAREHOLDERS' EQUITY ITEMS Possibility of TYPE / DESCRIPTION Amount Available portion use Summary of uses in the three prior periods: to cover losses for other reasons Capital 93,600,000 Capital reserves: - Third-party contributions 3,721,777 B Retained earnings: - Legal reserve 19,164,061 B - Extraordinary reserve 214,898, ,898,737 A, B, C - Taxed reserve 288, ,581 A, B, C - Non distributable reserve ex Article ,747,375 2,747,375 A, B - Tied-up reserve for delayed investments 15,185,000 B Profit for the period 17,028,082 Total 366,633, ,934,693 of which non distributable share 2,747,375 of which distributable share 215,187,318 Legend: A: for capital increase: B: to cover losses; C: for distribution to Shareholders

97 B - PROVISIONS FOR RISKS AND CHARGES 2) Provisions for taxes, including deferred taxes Deferred tax liabilities Amount of temporary differences Impact on the Income Statement Tax effect for IRES purposes (27.5%) Tax effect for IRAP purposes (3.9%) Total tax effect Amount of temporary differences Tax effect for IRES purposes (27.5%) Tax effect for IRAP purposes (3.9%) Total tax effect Head office capital 3,900,024 1,072, ,072,507 5,200,032 1,430, ,430, gains Total 1,072, ,072,507 1,430, ,430, ,502 3) Provisions for risks and charges Value as at 31/12/2010 Utilisation for the Provisions for the Value as at Provisions for risks and charges period period 31/12/2011 Provision for renovation 41,963,211-22,772,952 21,178,000 40,368,259 Provision for risks and charges 1,602, ,414 2,149,367 2,767,227 Total 43,565,485-23,757,366 23,327,367 43,135,486 The value of the provision for renovation (provision for recovery or replacement of freely transferable assets) refers to the covering of costs for future maintenances, as already expressed in the measurements bases. Its amount as at 31 December 2011 is basically in line with the maintenance program provided in the Financial plan. With regard to the item "future risks and charges", an amount of EUR 1,683,000 was set aside, as requested by the Granting Body, related to the financial benefits obtained following the delayed investments approved with the Agreement of 1999, as re-scheduled in the current Agreement. The amount was also adjusted in connection with the risk of having to acknowledge the increase in state fees for water requested by the Lombardy Region. The use refers to charges set aside in the previous financial year in connection both with the renewal of the national labour contract signed on 4 August and the dispute existing as at 31 December 2010 with workers employed with fixed-term contracts (the so-called seasonal workers). C - EMPLOYEE SEVERANCE INDEMNITY Value as at 31/12/2010 Utilisation for Residual amount Value as at the period after Employee Severance Indemnity utilisation Revaluation 31/12/2011 fund Total 12,349, ,226 11,676, ,740 12,081,944 It corresponds to the amount payable to employees accrued and revalued annually, hired before 2007, active as at 31 December 2011.

98 D - PAYABLES 4) Payables to banks They refer to short and medium to long-term loans taken out by the Company, breaking down according to whether they are due within or over the next financial year: Payables to banks within the financial year- for long-term loans Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Banca Intesa ,797,186-8,797,186 = Banca Infrastrutture Innovazione e Sviluppo 12,500,000 12,500,000 0 = within the financial year- for short-term loans Unicredit (maturity) 31/03/2012 then extended to 30/6/2012) 20,000, ,000,000 = Other payables to banks 353 2,564,975-2,564, Total within the financial year 32,500,353 23,862,161 8,638, over the next financial year - for long-term loans Unicredit - Banca Impresa S.p.A. (maturity 19/01/2012) 0 45,000,000-45,000,000 = Banca Infrastrutture Innovazione e Sviluppo 75,000,000 87,500,000-12,500, Centrobanca/Banca Popolare di Verona 90,000,000 70,000,000 20,000, Banca Nazionale del Lavoro/Monte Paschi di Siena 60,000, ,000,000 = Total over the next financial year 225,000, ,500,000 22,500, Total 257,500, ,362,161 31,138, The overall exposure of the Company towards each bank is summarised below: Payables to banks for loans taken out with: Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Banca Intesa ,797,186-8,797,186 = Banca Infrastrutture Innovazione e Sviluppo 87,500, ,000,000-12,500, Centrobanca/Banca Popolare di Verona 90,000,000 70,000,000 20,000, Banca Nazionale del Lavoro/Monte Paschi di Siena 60,000, ,000,000 = Unicredit - Banca Impresa S.p.A. 20,000,000 45,000,000-25,000, Other payables 353 2,564,975-2,564, Total 257,500, ,362,161 31,138, During the financial year, the following medium to long-term payments were repaid: loan taken out with Banca Intesa 1997/2001 of EUR 8,797,186 euro, paid-off as follows loan signed in 2008 with B.I.I.S. of EUR 12,500,000, for which principals are paid as from the current financial year. On 13 January 2011, the last portion of 20 million was disbursed of the loan of 90 million signed with Centrobanca/Banca Popolare di Verona. On 13 January 2011 and on 21 February 2011 the first two portions, both of 30 million, were disbursed, related to the loan of 150 million signed with Banca Nazionale del Lavoro/Monte dei Paschi di Siena. The amortisation of these two loans, signed in December 2010, will start in The medium to long term indebtedness had an overall effective rate, based on the average financial overdraft method, of 3.11%. With regard to short-term loans, on 23 December 2011, a revolving credit line for financial advances totalling 20 million with maturity 31 March 2012 was re-negotiated with Unicredit Banca d'impresa S.p.A., with the possibility of renewal until 30 June The previous revolving credit line of 50 million, used for 37.5 million, was closed with the new advance. The overdraft cost of the short-term loans for the year was on average 1.65%.

99 With reference to the available lines with a duration of more than 24 months, on 31 December 2011, the Company has 140 million credit lines, consisting of 90 million of the residual 15-year loan and 50 million related to the 7-year revolving line. The overall amount of long-term loans taken out with banks and other lenders is set below: Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Medium to long-term indebtedness Banca Intesa ,797,186-8,797,186 = Banca Infrastrutture Innovazione e Sviluppo 87,500, ,000,000-12,500, Centrobanca/Banca Popolare di Verona 90,000,000 70,000,000 20,000, Banca Nazionale del Lavoro/Monte Paschi di Siena 60,000, ,000,000 = Total 237,500, ,797,186 58,702, Finally, the item "other payables" was basically zeroed since in January 2011 all additional expenses borne when signing the two loan agreements were paid to the financial backers. 6) Trade accounts payable Value as at Value as at Change in value % change Trade accounts payable 31/12/ /12/2010 Trade accounts payable 38,471,662 46,721,810-8,250, Payables for land expropriation 883, ,942 94, Payables for interconnection relations 3,196,730 2,822, , Total 42,552,144 50,332,977-7,780, Trade accounts payable mainly result from payables accrued against investments and maintenance operations carried out in the motorway infrastructure. "Payables for interconnection relations" includes the tolls collected by the Company that are not ascribable to a revenue pertaining to the Company. 9) Payables to subsidiary companies Value as at Value as at Change in value % change Payables to subsidiary companies 31/12/ /12/2010 Milano Serravalle Engineering S.r.l. 1,859,530 1,711, , Autostrada Pedemontana Lombarda S.p.A. 4,585,270 34,710,750-30,125, Total 6,444,800 36,421,781-29,976, Payables to Milano Serravalle Engineering S.r.l. were recorded against fees for services received, deriving from existing contracts. The payable to Autostrada Pedemontana Lombarda S.p.A. refers exclusively to the transfer of the VAT receivable formed in 2011 as a result of the adoption of the VAT Group procedure. 11) Payables to parent companies Value as at Value as at Change in value % change Payables to parent companies 31/12/ /12/2010 A.S.A.M. S.p.A. 3,096,718 4,452,279-1,355, Total 3,096,718 4,452,279-1,355, The payable refers to the IRES 2011 balance to be paid to A.S.A.M. S.p.A. according to the signing of the national tax consolidation contract.

100 12) Tax payables Value as at Value as at Change in value % change Tax payables 31/12/ /12/2010 Employee and self-employed withholding taxes 925, ,203-62, IRAP payable 0 384, ,573 = Severance indemnity revaluation substitute tax 17,737 16,211 1, Input VAT (payment of December) 0 39,644-39,644 = Total 942,895 1,427, , The item mainly refers to the payables to the tax authority for withholding taxes on income from permanent employment, self-employment and collaborators for December 2011 and paid in January ) Payables to social security institutions: Value as at Value as at Change in change Payables to social-security institutions 31/12/ /12/2010 value % Payables to INPS and INAIL 2,987,967 2,662, , The item represents the payables to social-security institutions accrued in December 2011 and paid in January 2012, in addition to provisions for social security charges accrued as at 31 December ) Other Payables Value as at Value as at Change in value % change Other payables 31/12/ /12/2010 License and sub-license fees 5,020,138 4,843, , To employees for payments accrued and holidays not enjoyed 3,421,368 2,933, , For insurance premium adjustments 177, , , For supplementary benefit funds 242, ,418 17, To ministerial committees 20,265 48,853-28, Payables to Shareholders 8,169,120 4,084,560 4,084,560 = Contributions on works carried out, invoiced to the 8,334,312 4,645,580 3,688, Municipality of Milan still to be collected Other 738, ,064-6, Total 26,123,607 18,355,416 7,768, Payables concerning contributions on works carried out at the time of collection will reduce the value of fixed assets. Payables to Shareholders towards the Municipality of Milan for dividends decided on the 2009 and 2010 profits still to be paid. Pursuant to paragraph 6 of Article 2427 of Italian Civil Code, payables with a residual duration of more than five years are shown. PAYABLES, WITH A DURATION OF MORE THAN FIVE YEARS, BROKEN DOWN BY MATURITY PAYABLES Within 12 months Over 12 months Over 5 years Total Payables to banks 12,500, ,500,000 Total 12,500, ,000, ,000, ,500,000 There are no payables secured by collateral on assets. 110,000, ,000,000 It should also be noted that all the payables of the financial statements, given the activity carried out by the Company and the geographical area of operations, concern national subjects.

101 E - ACCRUED EXPENSES AND DEFERRED INCOME Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Accrued expenses Interests on loans 34, ,737-79, Total 34, ,737-79, Value as at Value as at Change in value % change Deferred income 31/12/ /12/2010 Service Area Renovation Agreement 3,339,737 3,788, , Polifore Agreement 98, ,284-14, Metroweb Agreement 1,088,062 1,243, , Crossing fees 1,786,416 1,811,751-25, Junction maintenance agreements 2,570,708 1,333,669 1,237, Other 8,272 97,698-89, Total 8,891,443 8,387, , the "Service Area Renovation Agreement", relevant to the contributions related to construction paid by the oil companies in connection with the renovation of the Service Areas, which are allocated to the Income Statement in accordance with the period of validity of the Agreements entered into with the companies; For what concerns the "Metroweb Agreement", it refers to an Agreement signed with the Metroweb S.p.A. company, maturity on 31 December 2018 concerning the use of our optical fibres, for which a payment was advanced, whose prorata share is allocated to the Income Statement. The "Junction maintenance agreements" refers to two agreements signed with the Municipality of Milan and Fiordaliso S.p.A., respectively, maturity on 31 October 2028, covering the maintenance expenses that will be borne for the maintenance of the work. The portion of deferred income with a duration of more than five years amounts to EUR 8,882,818 broken down as shown in the table below: DEFERRED INCOME, WITH A DURATION OF MORE THAN FIVE YEARS, BROKEN DOWN BY MATURITY DEFERRED INCOME Within 12 months Over 12 months Over 5 years Total Deferred income 880,212 3,675,55 4,327,047 8,882,818 Total 880,212 3,675,559 4,327,047 8,882,818 MEMORANDUM ACCOUNTS Sureties to third parties Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Sureties to third parties in favour of the Italian Railways 51,646 51,646 0 = in favour of Simgas 1,033 1,033 0 = in favour of ATI Brebemi 292, ,864 0 = in favour of the Public Real Estate Registry Office 12,366 12,366 0 = in favour of S.A.Bro.M. 8,942,820 7,742,820 1,200, in favour of the Municipality of Sesto San Giovanni 37,175 37,175 0 = in connection with works carried out 160, ,111 0 = in favour of ANAS - Efp operating cost guarantee 61,585,000 64,713,000-3,128, Total 71,083,015 73,011,015-1,928, Sureties in favour of Sabrom S.p.A. refers to two different policies: the first one is opened in favour of Unicredit as a guarantee for a loan of 20 million whereas the second one, in favour of Sace BT, was signed following the final awarding of the tender for the planning and management of the regional motorway Broni-Pavia-Mortara, in that provided by the obligations in accordance with the agreement.

102 Commitments for lease agreements Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Commitments for lease agreements Leasing of the new premises 29,250,648 30,523,673-1,273, Other guarantees given to subsidiaries Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Other guarantees given to subsidiaries Equity commitments undertaken in favour of Pedemontana 229,691, ,691,280 = Equity commitments refer to the availability, declared by the Company on 10 March 2011, to support, to the extent of its authority, share capital increases which may be resolved by the subsidiary Autostrada Pedemontana Lombarda S.p.A., in compliance with what is provided in the financial plan. Other guarantees given to third parties Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Other guarantees given to third parties Pledge on the shares of Pedemontana 134,743, ,743,293 = On 29 July, the Company reached an agreement to pledge, in favour of secured creditors, the shares held in Autostrada Pedemontana Lombarda S.p.A. The pledge guarantees until a maximum amount of million all the payment obligations of the subsidiary towards some or all secured creditors, deriving, also in the future and for any reason, from the bridging loan contract and/or from other financial documents. It is reaffirmed that the subsidiary signed a bridging loan of 200 million, which as at 31 December 2011 is used for about 35 million. COMMENTS TO THE ITEMS IN THE INCOME STATEMENT (paragraph 10, 11, 12, 16, 13, 15, 16, 16 bis Article 2427 Italian Civil Code) A - VALUE OF PRODUCTION 1) Revenue from sales and services This item includes: Revenue from sales and services Change in value % change A ) Toll revenues 216,322, ,230,068 11,092, B) Income from Service Area licenses 7,205,071 4,444,745 2,760, Total 223,527, ,674,813 13,852, Toll revenues, shown in the financial statements gross of the "additional license fee" in favour of Anas, are broken down as follows: Toll revenues broken down by section Autostrada Serravalle Milano A7 75,626,006 73,205,053 Tangenziale Ovest A50 56,267,269 53,780,938 Tangenziale Est A51 39,632,736 36,779,867 Tangenziale Nord A52 44,796,197 41,464,210 Total 216,322, ,230,068

103 The increase for the period is mainly due to the increase of the additional license fee, to the charge of the road users, following a first change in July 2010 and a second in January The toll revenues also benefit from the increase in tariffs recognised by Anas as from January 2011 of 1.53%. With regard to traffic performance, down compared to the previous financial year, reference is made to the Management Report. Toll revenues are recorded net of trade discounts applied to the users of EUR 916,854 (EUR 922,952 in 2010). With regard to the income deriving from the sub-concessions of the service areas, the increase reported is due to the settlement agreement signed during the year with a leading oil company, which increased the royalties on oil sales, as from 1 January ) Own work capitalised Change in change Own work capitalised value Total 2,529,559 1,218,042 1,311,517 = The item refers to interest expense on loans, capitalised as at 31 December 2011 on the value of the works still underway. 5) Other revenues and income Other revenues and income Change in value % change Recovery of Agrate/Terrazzano operating costs 5,183,871 4,357, , Recovery from insurance companies for damages caused to the motorway infrastructure 844,381 1,058, , Income from licensing of telecommunication facilities 411, ,437 0 Recovery related to works 628, ,901 96, Operating income of interconnected network 549, ,849 8, Rentals income 314, ,315 37, Intercompany relations 248, ,739 68, Sundry recovery 803, , , Gains on disposal of assets 177,968 17, ,452 = Revenues from advertising 92,425 78,043 14, Extraordinary income 859,722 1,377, , Other revenues and income 172, ,335-96, Total 10,286,345 9,768, , The item "other revenues", basically in line with the prior financial year, shows a greater recovery of operating costs of the barrier of Agrate. Pursuant to paragraph 10 of Article 2427 of the Italian Civil Code, it is specified that, given the type of activity carried out by the Company, all revenues for the period are due to activities carried out on the national territory.

104 B - COSTS OF PRODUCTION 6) Costs of raw materials, consumables and merchandise This concerns the purchase of other material and consumables. The decrease is justified by the lower supply of salt as a result of the good weather conditions of the last few months of the year. Change in % change Costs of raw materials and consumables value Total 1,383,384 2,569,476-1,186, ) Costs for services Costs for services Change in value % change Sundry interventions and appurtenances 5,196,277 5,340, , Winter interventions 3,310,871 5,945,518-2,634, Green works 2,250,859 2,410, , Toll collection charges 6,490,238 6,505,230-14, Expenses for users 3,762,889 3,009, , Toll processing 655,200 1,365, , Legal and administrative consultancy 1,359,589 1,525, , Directors' and Statutory Auditors' fees 823, , , Maintenance expenses for non-transferable assets 615, , , Sundry insurance 1,617,154 1,550,802 66, Technical professional services 601, , , Additional labour costs 1,578,697 1,855, , Co.Co.Pro. (service contract for project work) collaborators 47,227 90,332-43, Bank expenses and commissions 398, ,734-65, Cleaning expenses 460, ,748-38, Waste disposal expenses 437, ,974-12, Advertising expenditure 381, ,900 11, Service charges 89, ,883-54, Expenses for tender procedures 155, ,651-66, Traffic Police agreement expenses 253, ,009 26, Other costs for the period 2,090,112 1,786, , Total 32,576,642 36,015,279-3,438, Decrease in costs is mainly attributable to lower winter interventions. The only increase to be reported is related to the consumption of electricity due to the new public lighting systems on the motorway and to the increase in tariffs. In accordance with the laws in force, the amount of the fees acknowledged to the members of the Board of Directors, Board of Statutory Auditors and to the independent auditing firm is shown. For what concerns the latter, the voluntary audit services limited to the Interim report and the certification of the calculation of the financial soundness ratio, as provided by the first Additional Deed to the current Agreement with Anas, are also provided as from the 2011 financial year. Directors' fees 601,979 Auditors' fees 221,600 Independent auditors fees 41,780

105 Both costs of raw materials, consumables and merchandise and costs for services were recorded in the financial statements net of the use of the provision for renovation, i.e. of all expenses borne during the financial year for the maintenance operations of the motorway infrastructure, whose values are shown in the following table: Maintenance operations to freely-transferable assets Change in value % change Guardrails and fencing 2,580,906 3,159, , Horizontal and vertical signs 773,199 1,496, , Flooring 8,329,099 7,681, , Handworks 4,415,329 2,221,262 2,194, Toll collection systems 1,165, , , Buildings 125, ,322-79, Light constructions 235, ,045-51, Electroclima systems 2,124,055 1,116,164 1,007, Special systems 1,671,899 1,431, , Civil works 1,256,998 94,655 1,162,343 = UPS maintenance 95,287 48,454 46, Total 22,772,952 18,571,136 4,201, ) Costs for the use of third party assets Use of third party assets Change in value % change Renting of offices and parking spaces 32,082 50,093-18, Car rental fees 1,045, , , Office machine rentals 18, , , Rental for the use of optical fibres 140, ,607 0 = Lease payments 2,212,699 2,012, , Total 3,449,071 3,079, , This item includes the lease payments relevant to the new premises. The increase in car rental fees is due both to the expansion of the fleet (+ 18 units) and to the adjustments applied, as provided by the existing contracts. 9) Costs for personnel Cost of labour Change in value % change Wages and salaries 30,241,139 29,679, , Social-security contributions 9,355,901 9,232, , Employee severance indemnity: - Allocation 1,886,149 1,888,363-2, Fund revaluation 463, , , Other costs 660, , , Total 42,606,946 41,711, , The increase in the cost of labour is mainly due to the renewal of the national contract, to the development on remuneration policies and to revaluations (+ 1.3 million) and of other costs of labour, increased in terms of redundancies with incentives (+ 0.1 million), partially offset by the decrease in personnel measured in approximately 8 F.t.e. units (-0.5 million). F.T.E. average number of employees change % change Managers Employees Part-Time employees Shift employees Part-Time shift employees Workers Total permanent Temporary Grand total

106 10) Amortisation, depreciations and write-downs Amortisation, depreciations and write-downs Change in value % change Amortisation of intangible fixed assets 888, , , Depreciation of property, plant and equipment: freely transferable assets (financial 40,282,000 39,355, , amortisation allowance) non-transferable assets 851,550 1,010, , (economic depreciation allowance) Total 41,133,550 40,365, , Allowance for credit losses 228, , , Total 42,250,684 41,860, , The depreciation of assets freely transferable to Anas represents the financial amortisation allowance recorded in the Financial Plan contained in the current model Agreement, which is calculated in accordance with the period of validity of the license, on the basis of the purchase cost, inclusive of capitalised borrowing costs, revaluations carried out and net of capital grants. The allowance for credit losses is ascribable to the provisions for bad debts, as already commented in Receivables, allocated in order to state in the financial statements the receivables at estimated realisable value. 11) Changes in inventories Change in % change Change in inventories value Change in inventories -100, , , ) Provisions for risks and charges Change in % change Provisions for risks and charges value Provisions for risks and charges 2,149,367 1,504, , The provision was adjusted to take account of risks and charges recorded at the end of the reporting period as specified commenting on the item of the relevant provision. It is reaffirmed how this year also includes the portion of EUR 1,683,000 requested by Anas in connection with the financial benefits accrued on the delays accumulated on the reformulated time schedule of the investments approved in the agreement of ) Other provisions Change in % change Other provisions value Allocation of renovation fund 21,178,000 18,571,136 2,606, The amount set aside in 2011 aligns the value of the provision with the future maintenances expected in the financial plan and allows to return the motorway in good working order upon expiry of the concession. 14) Sundry operating expenses Sundry operating expenses Change in value % change License and sub-license fees 5,020,138 4,843, , Additional license fee 23,275,178 13,663,193 9,611, Membership fees 372, ,516 25, Donation 79, , , Credit losses 0 606, ,544 = Taxes 245, ,033-69, Losses on disposal of assets 23,731 2,178 21,553 = Other costs 852, ,788-51, Total 29,868,861 21,074,722 8,794,

107 The item mainly refers to the additional license fee introduced with Italian Law 102/09 of 5 August 2009 replacing the abolished extra charge that as already commented in Revenues from sales and services" recorded a considerable increase compared to the previous financial year. In pursuance of Article 15, paragraph 4, letter b of Italian Law 122/2010, this fee, compared to the one in force as at 31 December 2010, increased from 4 to 6 thousandth of EUR by vehicle/km for A and B vehicle classes and from 12 to 18 thousandth for the vehicle classes. C - FINANCE INCOME AND COSTS Finance income Change in value % change 15) Income from investments 0 523, ,682 = 16a) from loans entered as fixed assets 235, ,504 37, c) from securities recorded as current assets 41, ,187 = 16d) Income other than the above: - from associated companies 239,908 14, ,936 = - other 635, , ,461 = Total 1,151, , , ) Other finance income a) from loans entered as fixed assets They refer to income accrued on insurance policies signed with reference to the "Employee Severance Indemnity. c) from securities recorded as current assets They refer to realised gains on sale-repurchase agreements. d) income other than the above They refer to interests accrued on bank accounts and post office giro accounts and interests accrued on loans granted to the Tangenziale Esterna di Milano S.p.A. associate. 17) Interests and other finance costs Finance costs Change in value % change Other: Interests expense on loans 8,380,456 3,598,608 4,781,848 = Sundry interests expense and finance costs 299, , ,058 = Total 8,679,921 3,733,015 4,946,906 = This item includes interests for the period accrued both on long-term loans and on short-term loans. A portion of EUR 2,529,559 was capitalised on the value of the works relevant to the motorway infrastructure not yet in operation. The increase is substantially related to the increase in indebtedness. D - IMPAIRMENT OF FINANCIAL ASSETS Impairment of financial assets Change in value % change 19) Write-down of investments -18,280,315-14,251,714-4,028, Total -18,280,315-14,251,714-4,028, ) Write-down of investments This item represents the adjustment to the portion of shareholder's equity held as at 31 December 2011 of the Autostrada Pedemontana Lombarda S.p.A. subsidiary and of the Tangenziali Esterne di Milano S.p.A. associated company. The item also includes the write-down of the investment in A4 Holding S.p.A., as commented in Short-term investments.

108 E - EXTRAORDINARY INCOME AND EXPENSE Extraordinary income and expense Change in value % change Income 11,644 6,525,677-6,514, Expense 0-404, ,109 = Total 11,644 6,121,568-6,109, INCOME TAXES 22) Current and deferred income taxes for the financial year Current income taxes were determined in accordance with currently effective tax rates and regulations in force, on the basis of a realistic forecast of the "taxable income", calculated also in relation to costs and charges non-deductible for tax purposes and/or with a limited deductibility. Income taxes Change in value % change IRES 17,024,568 15,211,223 1,813, IRAP 4,082,075 4,107,535-25, Income from tax consolidation -648, , , Total current taxes 20,457,991 18,776,788 1,681, Deferred tax assets -1,944, ,229-1,492,167 = Deferred tax liabilities -357,502 1,430,009-1,787,511 = Total non-current taxes -2,301, ,780-3,279,678 = Total 18,156,093 19,754,568-1,598, RECONCILIATION STATEMENT BETWEEN THE EFFECTIVE AND THEORETICAL IRES RATES FOR THE 2011 AND 2010 FINANCIAL PERIODS Amounts in thousands of EUR 2011 IRES Rate 2010 IRES Rate Profit and loss for the period before taxes 35,184 43,715 Effective income taxes (current and deferred) 14, % 16, % Lower taxes (compared to the theoretical rate) - other decreases % 1, ,69% Higher taxes (compared to the theoretical rate) - other increases -19,425-5, % -16, ,25% 9, % 12, % Theoretical income taxes 9, % 12, % RECONCILIATION STATEMENT BETWEEN THE EFFECTIVE AND THEORETICAL IRAP RATES FOR THE 2011 AND FINANCIAL PERIODS Amounts in thousands of EUR 2011 IRAP Rate 2010 IRAP Rate Value added ( A - B ) 60,981 54,387 Costs not relevant for IRAP purposes 40,238 41,290 TAXABLE INCOME 101,219 95,677 Effective income taxes (current and deferred) 3, % 4, % Lower taxes (compared to the theoretical rate) - other decreases 1, % % Higher taxes (compared to the theoretical rate) - other increases -2, % -9, % 3, % 3, % Theoretical income taxes 3, % 3, %

109 FURTHER INFORMATION As prescribed by paragraph 22 Article 2427 of the Italian Civil Code, the table containing the finance leasing transactions recorded in the financial statements is shown. ASSETS A) CONTRACTS IN PROGRESS Leased assets at the end of the prior financial period REPORTS OF LEASING TRANSACTIONS WITH THE FINANCIAL METHOD EFFECT ON SHAREHOLDERS' EQUITY - FINANCIAL STATEMENTS AS AT 31 DECEMBER 2011 less overall depreciations totalling 515,902 31,727,948 + Leased assets during the financial year 0 - Leased assets redeemed during the financial year (net of the fund) 0 - Depreciation charges accrued during the financial year 1,031,803 - Leased assets sold 0 Leased assets at the end of the financial year less overall depreciations totalling 1,547,705 30,696,145 B) REDEEMED ASSETS 0 TOTAL ASSETS (A + B) 30,696,145 LIABILITIES Implicit payables for financial lease transactions of the previous year -30,523,673 + implicit amounts payable arising during the financial year 0 of which due within the following financial year 0 of which due within five years 0 of which due over five years 0 - reductions for reimbursement of principal and redemptions in the year -1,273,025 - changes due to the transfer of contracts or taking over 0 Implicit payables for financial lease transactions at the end of the financial year of which due within the following financial year -1,312,871 of which due within five years -5,675,481 of which due over five years -22,262,296-29,250,648 TOTAL LIABILITIES (C) -29,250,648 D) GROSS OVERALL EFFECT AT THE END OF THE FINANCIAL YEAR (A+B+C) 1,445,497 E) TAX EFFECT -453,886 F) EFFECT ON SHAREHOLDERS' EQUITY AT THE END OF THE FINANCIAL YEAR (D+E) 991,611 EFFECT ON THE INCOME STATEMENT - FINANCIAL STATEMENTS AS AT 31 DECEMBER 2011 A - reversal of lease payments and other economic effects 2,212,699 B - Recording of finance costs on financial lease transactions -939,674 C- amortisation/depreciation charges on existing contracts -1,031,803 on redeemed assets 0-1,031,803 D - EFFECT ON PROFIT BEFORE TAX (A+B+C) 241,222 E) TAX EFFECT -75,744 F - EFFECT ON THE PROFIT OR LOSS FOR THE PERIOD (D+E) 165,478

110 With regard to what was requested by paragraph 22bis) of Article 2427 Italian Civil Code, reference is made to chapter 5) of the Management Report (Related parties). It should be pointed out that at the end of the reporting period there are no agreements deriving from the Balance Sheet, as requested by paragraph 22ter) Article 2427 Italian Civil Code and that the requirements referring to the obligation to show what is provided under paragraph 6bis, 6ter, 18, 19, 19bis, 20 and 21 of Article 2427 of the Italian Civil Code do not apply. With regard to what was requested by Article 2427 bis, in relation to the hedging contracts entered into during the financial year, the table below summarises the main conditions. The effects of these contracts will be first recognised in accounting terms on 30 June Interest Rate Swap (Fixed rate/floating rate) Type of derivative contract BANCA POPOLARE DI VERONA UBI* BANCA POPOLARE COMMERCIO E INDUSTRIA BANCA NAZIONALE DEL LAVORO MONTE PASCHI Date of Contract 15/04/ /04/ /06/ /06/2011 Purpose hedging hedging hedging hedging Notional value 20,000,000 25,000,000 37,500,000 37,500,000 Maturity 31/12/ /12/ /12/ /12/2025 Underlying financial risk fluctuations in interest rates fluctuations in interest rates fluctuations in interest rates fluctuations in interest rates Mark to Market -2,585,886-3,253,929-3,309,100-3,272,095 Hedged asset/liability Long-term loan Cbanca/BPV Long-term loan Cbanca/BPV Long-term loan BNL/MPS Long-term loan BNL/MPS

111 OBLIGATIONS PURSUANT TO ARTICLE 2497-bis OF THE ITALIAN CIVIL CODE In order to carry out the advertising obligations set forth in Article 2497 bis of the Italian Civil Code, the Company is subject to management and coordination by the Province of Milan. ACCRUING BALANCE-SHEET ACCOUNT SUMMARY OVERVIEW OF REVENUES RESIDUAL AMOUNTS % % ACCRUING EVENUES INITIAL FORECASTS FINAL FORECASTS OF DEF. ASSESSMENTS COLLECTIONS OF REAL. RESIDUAL AMOUNTS KEPT COLLECTED % % OF REAL. REMAINING Title I - Tax revenues 292,373, ,266, ,250, ,097, ,153,263 41,775,660 37,605, ,170,199 Title II - Rev. from contr. and curr. transf. from Bodies 135,223, ,698, ,907,724 70,680, ,227, ,136,063 24,727, ,408,698 Title III - Extra-tax revenues 49,745,904 55,801, ,403,641 24,107, ,296,188 63,270,048 25,282, ,987,382 Title IV - Revenues from cap. trans. and cred. coll. 176,778, ,928, ,927, ,051, ,876, ,919, ,005, ,914,186 OTAL FINAL REVENUES 654,120, ,695, ,489, ,936, ,553, ,101, ,621, ,480,465 Title V - Revenues from taking out of loans 53,847,645 72,906, ,382,544 52, ,330, ,608,616 28,832, ,775,667 Title VI - Revenues from services on behalf of third 87,010,000 91,905, ,283,084 42,056, ,226,294 4,130, , ,718,645 parties OTAL 794,978, ,507, ,155, ,046, ,109, ,840, ,865, ,974,777 Administration surplus 0 6,857,623 ash in hand as at 1 January 154,791,160 OVERALL TOTAL OF REVENUES 794,978, ,365, ,155, ,046, ,109, ,631, ,865, ,974,777 SUMMARY OVERVIEW OF EXPENSES ACCRUING RESIDUAL AMOUNTS ACCRUING including expenses RESIDUAL EXPENSES INITIAL FORECASTS FINAL FORECASTS % OF DEF. COMMITMENTS related to revenues PAYMENTS % OF REAL. AMOUNTS KEPT PAID % % OF REAL. REMAINING Title I - Operating expenses 436,610, ,605, ,185,888 92,918, ,194, ,990, ,759,618 93,689, ,070,128 Title II - capital expenditures 235,205, ,752, ,235, ,128,428 55,949, ,286, ,045,329 84,277, ,767,365 TOTAL FINAL EXPENSES 671,815, ,358, ,421, ,047, ,144, ,277, ,804, ,967, ,837,493 Title III - Expenses for loan repayment 36,153,056 36,100, ,090, ,090, Title IV - Expenses for services on behalf of third parties 87,010,000 91,905, ,283, ,092, ,190,781 16,633,745 15,695, ,915 TOTAL 794,978, ,364, ,795, ,047, ,326, ,468, ,438, ,663, ,775,408 Administration surplus OVERALL TOTAL OF EXPENSES 794,978, ,364, ,795, ,047, ,326, ,468, ,438, ,663, ,775,408 Assago, 3 April 2012 For the Board of Directors The Chairman Marzio Agnoloni, Lawyer

112 A51 Tangenziale Est Barriera di Agrate

113 A n n e x es

114 TRAFFIC VOLUMES Broken down both in the categories of light and heavy vehicles, referring to the paying traffic (Vehicles/Kilometres), as per CIPE (Interministerial economic planning committee) Resolution of 21 December SERRAVALLE MILANO A7 Period OVERALL PAYING TRAFFIC (Vehicles/Kilometres) January 97,834, ,033, ,493,483 February 102,213, ,579, ,557,856 MARCH 123,231, ,161, ,792,866 April 131,972, ,550, ,390,170 MAY 145,246, ,246, ,734,693 June 147,500, ,758, ,753,911 July 165,517, ,421, ,217,461 AUGUST 129,365, ,678, ,022,506 SEPTEMBER 139,602, ,075, ,434,086 OCTOBER 134,584, ,872, ,282,919 NOVEMBER 117,350, ,964, ,342,651 DECEMBER 111,194, ,118, ,200,725 1,545,615,521 1,574,461,333 1,575,223,327 LIGHT VEHICLE PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 79,280,799 84,727,062 87,076,456 FEBRUARY 81,512,007 82,174,520 85,364,769 MARCH 99,115,018 97,489,947 98,010,720 APRIL 108,377, ,975, ,198,323 MAY 120,573, ,562, ,154,955 JUNE 123,161, ,065, ,981,778 JULY 138,716, ,158, ,807,773 AUGUST 112,507, ,507, ,085,397 SEPTEMBER 114,676, ,165, ,356,846 OCTOBER 108,923, ,485, ,266,287 NOVEMBER 94,015,934 91,917,095 87,629,417 DECEMBER 90,623,187 90,315,656 91,959,782 1,271,483,470 1,288,544,643 1,286,892,503 HEAVY VEHICLE PAYING TRAFFIC (Vehicles/Kilometres ) JANUARY 18,553,965 19,306,702 20,417,027 FEBRUARY 20,701,176 21,404,943 22,193,087 MARCH 24,116,761 25,671,619 25,782,146 APRIL 23,595,008 24,574,740 25,191,847 MAY 24,673,449 25,684,281 26,579,738 JUNE 24,338,816 25,693,487 25,772,133 JULY 26,801,375 27,262,504 26,409,688 AUGUST 16,857,998 19,171,471 19,937,109 SEPTEMBER 24,925,705 25,909,592 26,077,240 OCTOBER 25,661,368 25,387,482 25,016,632 NOVEMBER 23,334,744 24,046,994 23,713,234 DECEMBER 20,571,686 21,802,875 21,240, ,132, ,916, ,330,824 Financial Statements 2011 Notes to the financial statements

115 TANGENZIALE OVEST (WEST ORBITAL ROAD): TERRAZZANO BARRIER Period OVERALL PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 17,834,827 21,120,253 20,989,435 FEBRUARY 18,238,843 21,409,576 21,323,518 MARCH 21,684,470 25,365,068 24,652,865 APRIL 22,455,995 26,253,773 25,949,208 MAY 27,949,954 27,774,161 26,717,491 JUNE 27,692,673 27,578,121 27,442,702 JULY 31,700,265 31,708,341 30,787,666 AUGUST 25,744,314 25,362,791 24,846,699 SEPTEMBER 28,089,425 27,803,303 27,212,890 OCTOBER 27,693,985 26,756,569 26,410,043 NOVEMBER 24,255,002 23,246,626 23,000,044 DECEMBER 22,707,506 22,291,561 22,754, ,047, ,670, ,086,759 LIGHT VEHICLE PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 14,021,618 16,744,144 16,498,571 FEBRUARY 14,084,555 16,480,820 16,306,295 MARCH 16,927,317 19,459,977 18,894,310 APRIL 17,849,674 20,579,777 20,392,331 MAY 22,335,138 21,946,389 20,793,885 JUNE 22,062,066 21,690,276 21,675,106 JULY 25,334,902 25,460,255 24,850,231 AUGUST 22,040,177 21,360,678 20,737,979 SEPTEMBER 22,154,571 21,761, ,400,030 OCTOBER 21,690,593 20,936,311 20,826,806 NOVEMBER 18,879,342 17,799,716 17,749,881 DECEMBER 18,095,990 17,507,192 18,173, ,475, ,727, ,298,836 HEAVY VEHICLE PAYING TRAFFIC (Vehicles/Kilometres ) JANUARY 3,813,209 4,376,109 4,490,864 FEBRUARY 4,154,288 4,928,756 5,017,223 MARCH 4,757,152 5,905,091 5,758,555 APRIL 4,606,321 5,673,996 5,556,877 MAY 5,614,816 5,827,772 5,923,606 JUNE 5,630,606 5,887,845 5,767,596 JULY 6,365,363 6,248,086 5,937,435 AUGUST 3,704,137 4,002,113 4,108,720 SEPTEMBER 5,934,854 6,041,346 5,812,860 OCTOBER 6,003,392 5,820,258 5,583,237 NOVEMBER 5,375,661 5,446,910 5,250,163 DECEMBER 4,611,516 4,784,369 4,580,787 60,571,316 64,942,652 63,787, Financial Statements Annexes

116 TANGENZIALE OVEST (WEST ORBITAL ROAD): GHISOLFA BARRIER (TO-MI) Period OVERALL PAYING TRAFFIC (Vehicles/Kilometres) January 4,543,683 5,017,969 4,963,943 February 4,881,341 5,083,288 4,994,845 MARCH 5,588,220 5,922,514 5,782,682 April 5,414,292 5,718,527 5,464,681 MAY 5,428,222 5,807,914 5,669,064 June 5,287,341 5,596,696 5,365,360 July 5,864,878 6,176,566 5,785,744 AUGUST 3,972,771 4,388,957 4,352,575 September 5,544,173 5,757,924 5,538,854 OCTOBER 5,895,496 5,865,444 5,653,084 NOVEMBER 5,721,436 5,983,504 5,219,746 DECEMBER 5,289,184 5,220,671 5,019,888 63,431,037 66,539,974 63,810,466 LIGHT VEHICLE PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 3,280,615 3,707,093 3,618,717 FEBRUARY 3,514,861 3,672,053 3,576,305 MARCH 4,069,331 4,259,720 4,093,636 APRIL 3,966,704 4,188,883 3,947,152 MAY 3,978,620 4,300,119 4,052,916 JUNE 3,822,998 4,079,952 3,857,688 JULY 4,226,881 4,554,966 4,231,039 AUGUST 2,984,716 3,327,080 3,222,242 SEPTEMBER 3,965,277 4,161,204 3,967,961 OCTOBER 4,244,675 4,290,810 4,106,176 NOVEMBER 4,172,515 4,265,116 3,704,400 DECEMBER 3,906,743 3,793,003 3,671,590 46,133,936 48,599,999 46,049,822 HEAVY VEHICLE PAYING TRAFFIC (Vehicles/Kilometres ) JANUARY 1,263,068 1,310,876 1,345,226 FEBRUARY 1,366,479 1,411,235 1,418,540 MARCH 1,518,889 1,662,794 1,689,046 APRIL 1,447,589 1,529,644 1,517,529 MAY 1,449,602 1,507,795 1,616,148 JUNE 1,464,344 1,516,744 1,507,672 JULY 1,637,997 1,621,600 1,554,705 AUGUST 988,054 1,061,877 1,130,333 SEPTEMBER 1,578,897 1,596,720 1,570,893 OCTOBER 1,650,821 1,574,634 1,546,908 NOVEMBER 1,548,921 1,718,388 1,515,346 DECEMBER 1,382,441 1,427,668 1,348,298 17,297,100 17,939,975 17,760, Financial Statements Annexes

117 TANGENZIALE OVEST (WEST ORBITAL ROAD): MELEGNANO BARRIER AND STATION Period OVERALL PAYING TRAFFIC (Vehicles/Kilometres) January 19,719,426 20,418,439 20,615,345 February 20,783,284 20,813,061 21,083,003 MARCH 24,152,489 24,493,210 24,093,363 April 25,040,519 25,623,661 25,919,496 MAY 26,195,219 26,373,878 26,418,823 June 26,124,435 26,429,801 26,948,794 July 29,096,386 29,455,922 29,685,221 AUGUST 24,128,523 24,723,498 24,386,273 SEPTEMBER 26,173,870 26,778,165 26,346,600 OCTOBER 26,000,751 26,167,710 25,399,876 NOVEMBER 23,639,735 23,693,172 22,987,406 DECEMBER 22,306,255 22,565,393 22,508, ,360, ,535, ,392,467 LIGHT VEHICLE PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 15,135,500 16,215,056 15,962,236 FEBRUARY 15,769,467 16,181,666 15,994,695 MARCH 18,517,993 19,011,835 18,276,273 APRIL 19,684,835 20,462,598 20,295,841 MAY 20,706,898 20,879,088 20,457,271 JUNE 20,598,240 20,722,886 21,230,374 JULY 23,013,248 23,449,378 23,838,148 AUGUST 20,406,543 20,615,222 20,158,168 SEPTEMBER 20,458,107 20,838,598 20,577,992 OCTOBER 20,266,293 20,363,407 19,857,847 NOVEMBER 18,417,323 18,102,742 17,588,760 DECEMBER 17,830,923 17,512,705 17,745, ,805, ,355, ,982,885 HEAVY VEHICLE PAYING TRAFFIC (Vehicles/Kilometres ) JANUARY 4,583,927 4,203,383 4,653,109 FEBRUARY 5,013,817 4,631,395 5,088,308 MARCH 5,634,496 5,481,375 5,817,090 APRIL 5,355,684 5,161,063 5,623,655 MAY 5,488,320 5,494,790 5,961,552 JUNE 5,526,195 5,706,915 5,718,420 JULY 6,083,138 6,006,544 5,847,073 AUGUST 3,721,981 4,108,276 4,228,105 SEPTEMBER 5,715,763 5,939,567 5,768,608 OCTOBER 5,734,458 5,804,303 5,542,029 NOVEMBER 5,222,412 5,590,430 5,398,646 DECEMBER 4,475,332 5,052,688 4,762,987 62,555,522 63,180,729 64,409, Financial Statements Annexes

118 TANGENZIALE OVEST (WEST ORBITAL ROAD): MILAN BARRIER (MI-GE) Period OVERALL PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 14,184,476 15,072,604 15,356,823 FEBRUARY 15,014,728 15,255,311 15,652,495 MARCH 17,870,641 18,006,321 17,696,506 APRIL 18,187,572 18,622,869 19,087,497 MAY 19,529,829 19,501,333 19,386,748 JUNE 19,338,455 19,874,367 19,629,716 JULY 20,893,133 21,460,915 20,965,961 AUGUST 14,729,546 15,290,252 15,193,071 SEPTEMBER 18,867,332 19,222,834 19,076,517 OCTOBER 18,838,190 19,051,606 18,878,909 NOVEMBER 17,165,284 16,991,132 16,478,326 DECEMBER 16,107,106 16,375,025 16,295, ,726, ,724, ,698,565 LIGHT VEHICLE PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 12,155,114 12,988,772 13,190,890 FEBRUARY 12,739,089 12,951,754 13,287,623 MARCH 15,217,034 15,256,405 14,977,530 APRIL 15,637,233 16,015,381 16,440,344 MAY 16,888,281 16,790,371 16,603,834 JUNE 16,733,516 17,171,061 16,937,439 JULY 18,045,038 18,644,414 18,215,987 AUGUST 13,043,814 13,415,924 13,205,008 SEPTEMBER 16,210,456 16,493,629 16,343,154 OCTOBER 16,090,210 16,351,724 16,227,279 NOVEMBER 14,641,751 14,426,856 13,927,808 DECEMBER 13,890,266 14,043,977 14,022, ,291, ,550, ,379,410 HEAVY VEHICLE PAYING TRAFFIC (Vehicles/Kilometres ) JANUARY 2,029,363 2,083,832 2,165,933 FEBRUARY 2,275,639 2,303,557 2,364,872 MARCH 2,653,608 2,749,916 2,718,976 APRIL 2,550,339 2,607,488 2,647,153 MAY 2,641,549 2,710,962 2,782,914 JUNE 2,604,939 2,703,306 2,692,277 JULY 2,848,095 2,816,501 2,749,974 AUGUST 1,685,732 1,874,328 1,988,063 SEPTEMBER 2,656,876 2,729,205 2,733,363 OCTOBER 2,747,979 2,699,882 2,651,630 NOVEMBER 2,523,533 2,564,276 2,550,518 DECEMBER 2,216,840 2,331,048 2,273,482 29,434,492 30,174,301 30,319, Financial Statements Annexes

119 TANGENZIALE EST (EAST ORBITAL ROAD) Period OVERALL PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 26,604,851 27,589,458 27,889,199 FEBRUARY 27,952,275 28,389,348 28,586,805 MARCH 31,838,469 32,446,934 31,881,720 APRIL 30,742,491 31,310,630 31,503,212 MAY 31,675,358 32,529,744 32,977,893 JUNE 30,768,712 31,267,730 31,379,608 JULY 32,727,123 32,852,872 32,470,815 AUGUST 21,051,602 22,076,366 22,234,095 SEPTEMBER 32,068,231 32,316,336 31,921,188 OCTOBER 33,157,462 32,832,332 32,442,319 NOVEMBER 31,171,491 30,450,953 30,599,530 DECEMBER 29,198,052 29,649,607 29,642, ,956, ,712, ,528,646 LIGHT VEHICLE PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 22,343,282 23,316,319 23,452,767 FEBRUARY 23,095,150 23,644,972 23,693,579 MARCH 26,394,238 26,907,764 26,420,381 APRIL 25,603,214 26,131,872 26,311,597 MAY 26,425,529 27,190,189 27,441,180 JUNE 25,544,805 25,853,724 26,146,536 JULY 26,950,872 27,139,684 27,117,766 AUGUST 17,784,312 18,507,502 18,587,387 SEPTEMBER 26,508,443 26,786,474 26,546,039 OCTOBER 27,410,409 27,301,924 27,230,281 NOVEMBER 25,964,328 25,120,355 25,426,479 DECEMBER 24,735,438 24,890,424 25,094, ,760, ,791, ,468,412 HEAVY VEHICLE PAYING TRAFFIC (Vehicles/Kilometres ) JANUARY 4,261,569 4,273,139 4,436,432 FEBRUARY 4,857,125 4,744,376 4,893,226 MARCH 5,444,231 5,539,170 5,461,339 APRIL 5,139,277 5,178,758 5,191,615 MAY 5,249,829 5,339,555 5,536,713 JUNE 5,223,907 5,414,006 5,233,072 JULY 5,776,251 5,713,188 5,353,049 AUGUST 3,267,290 3,568,864 3,646,708 SEPTEMBER 5,559,788 5,529,862 5,375,149 OCTOBER 5,747,053 5,530,408 5,212,038 NOVEMBER 5,207,163 5,330,598 5,173,051 DECEMBER 4,462,614 4,759,183 4,547,842 60,196,097 60,921,107 60,060, Financial Statements Annexes

120 TANGENZIALE NORD (NORTH ORBITAL ROAD) Period OVERALL PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 29,653,575 31,197,060 31,747,470 FEBRUARY 31,720,140 32,221,725 33,076,335 MARCH 35,921,325 37,378,560 36,562,515 APRIL 34,316,445 35,606,790 35,802,885 MAY 36,095,835 37,259,820 37,976,310 JUNE 35,087,805 36,217,935 37,217,040 JULY 37,067,415 37,722,435 37,976,265 AUGUST 23,563,470 25,237,815 25,437,075 SEPTEMBER 35,654,265 37,040,550 36,313,815 OCTOBER 36,764,325 38,009,865 36,064,245 NOVEMBER 34,976,400 35,341,095 34,252,320 DECEMBER 32,714,685 33,666,120 33,058, ,535, ,899, ,484,490 LIGHT VEHICLE PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 23,489,295 25,370,505 25,465,200 FEBRUARY 24,822,885 25,689,870 26,064,135 MARCH 28,202,835 29,626,440 28,726,245 APRIL 27,168,345 28,407,885 28,451,205 MAY 28,717,815 29,862,255 30,014,700 JUNE 27,737,895 28,611,690 29,600,010 JULY 28,920,330 29,625,585 30,172,440 AUGUST 19,505,985 20,690,925 20,737,425 SEPTEMBER 28,070,115 29,173,785 28,666,110 OCTOBER 28,989,270 30,118,380 28,778,730 NOVEMBER 27,806,115 27,715,830 27,021,690 DECEMBER 26,520,720 26,888,880 26,729, ,951, ,782, ,427,380 HEAVY VEHICLE PAYING TRAFFIC (Vehicles/Kilometres ) JANUARY 6,164,280 5,826,555 6,282,270 FEBRUARY 6,897,255 6,531,855 7,012,200 MARCH 7,718,490 7,752,120 7,836,270 APRIL 7,148,100 7,198,905 7,351,680 MAY 7,378,020 7,397,565 7,961,610 JUNE 7,349,910 7,606,245 7,617,030 JULY 8,147,085 8,096,850 7,803,825 AUGUST 4,057,485 4,546,890 4,699,650 SEPTEMBER 7,584,150 7,866,765 7,647,705 OCTOBER 7,775,055 7,891,485 7,285,515 NOVEMBER 7,170,285 7,625,265 7,230,630 DECEMBER 6,193,965 6,777,240 6,328,725 83,584,080 85,117,740 85,057, Financial Statements Annexes

121 TOTAL NETWORK Period OVERALL PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 210,375, ,449, ,055,698 FEBRUARY 220,803, ,751, ,274,857 MARCH 260,287, ,774, ,462,517 APRIL 268,130, ,686, ,117,149 MAY 292,121, ,493, ,881,022 JUNE 291,799, ,723, ,737,131 JULY 322,867, ,798, ,889,133 AUGUST 242,555, ,758, ,472,294 SEPTEMBER 285,999, ,994, ,843,950 OCTOBER 282,934, ,556, ,131,395 NOVEMBER 254,280, ,670, ,880,023 DECEMBER 239,517, ,886, ,479,551 3,171,672,804 3,240,544,010 3,230,224,720 LIGHT VEHICLE PAYING TRAFFIC (Vehicles/Kilometres) JANUARY 169,706, ,068, ,264,837 FEBRUARY 175,538, ,795, ,287,401 MARCH 208,443, ,012, ,399,095 APRIL 218,287, ,761, ,036,793 MAY 239,625, ,530, ,518,741 JUNE 239,660, ,194, ,428,931 JULY 265,207, ,033, ,233,384 AUGUST 208,273, ,424, ,733,606 SEPTEMBER 232,043, ,381, ,858,132 OCTOBER 227,614, ,847, ,293,406 NOVEMBER 203,897, ,347, ,048,435 DECEMBER 195,603, ,951, ,396,487 2,583,902,145 2,632,350,816 2,620,499,248 HEAVY VEHICLE PAYING TRAFFIC (Vehicles/Kilometres ) JANUARY 40,669,380 41,380,596 43,790,861 FEBRUARY 45,265,779 45,956,117 47,987,456 MARCH 51,843,627 54,762,085 55,063,422 APRIL 49,842,318 51,924,594 53,080,356 MAY 52,495,585 53,962,720 56,362,281 JUNE 52,138,717 54,528,548 54,308,200 JULY 57,659,304 57,765,273 55,655,749 AUGUST 34,282,678 38,333,819 39,738,688 SEPTEMBER 53,956,032 55,613,057 54,985,818 OCTOBER 55,320,126 54,708,452 52,837,989 NOVEMBER 50,382,719 52,322,861 50,831,588 DECEMBER 43,914,393 46,935,071 45,083, ,770, ,193, ,725, Financial Statements Annexes

122 Broken down in the five tariff classes, referring to the paying traffic (Vehicles/Kilometres), as per CIPE (Interministerial economic planning committee) Resolution of 21 December SERRAVALLE MILANO A7 OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Kilometres) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 87,076,456 7,546,751 1,359,007 1,278,854 10,232, ,493,483 FEBRUARY 85,364,769 8,346,999 1,486,333 1,387,577 10,972, ,557,856 MARCH 98,010,720 9,854,558 1,715,669 1,606,986 12,604, ,792,866 APRIL 117,198,323 10,404,836 1,738,849 1,465,567 11,582, ,390,170 MAY 114,154,955 10,590,093 1,858,246 1,612,879 12,518, ,734,693 JUNE 123,981,778 10,563,556 1,920,135 1,546,869 11,741, ,753,911 JULY 141,807,773 10,804,974 2,083,926 1,563,883 11,956, ,217,461 AUGUST 112,085,397 8,070,075 1,664,392 1,028,917 9,173, ,022,506 SEPTEMBER 116,356,846 10,506,520 1,959,882 1,460,060 12,150, ,434,086 OCTOBER 111,266,287 10,222,562 1,811,143 1,351,041 11,631, ,282,919 NOVEMBER 87,629,417 8,950,184 1,627,033 1,380,481 11,755, ,342,651 DECEMBER 91,959,782 8,380,164 1,442,190 1,182,471 10,236, ,200,725 1,286,892, ,241,272 20,666,805 16,865, ,557,162 1,575,223,327 TANGENZIALE OVEST (WEST ORBITAL ROAD): TERRAZZANO BARRIER OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Kilometres) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 16,498,571 2,170, , ,474 1,766,061 20,989,435 FEBRUARY 1 6,306,295 2,421, , ,443 1,952,713 21,323,518 MARCH 18,894,310 2,831, , ,056 2,192,648 24,652,865 APRIL 20,392,331 2,870, , ,042 1,975,266 25,949,208 MAY 20,793,885 2,995, , ,229 2,141,788 26,717,491 JUNE 21,675,106 2,963, , ,720 1,992,801 27,442,702 JULY 24,850,231 2,987, , ,793 2,045,131 30,787,666 AUGUST 20,737,979 2,046, , ,656 1,426,412 24,846,699 SEPTEMBER 21,400,030 2,983, , ,668 2,043,905 27,212,890 OCTOBER 20,826,806 2,911, , ,194 1,949,714 26,410,043 NOVEMBER 17,749,881 2,630, , ,244 1,955,049 23,000,044 DECEMBER 18,173,411 2,316, , ,573 1,689,563 22,754, ,298,836 32,128,712 5,539,068 2,989,092 23,131, ,086, Financial Statements Annexes

123 TANGENZIALE OVEST (WEST ORBITAL ROAD): MELEGNANO BARRIER AND STATION OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Kilometres) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 15,962,236 2,020, , ,307 2,021,087 20,615,345 FEBRUARY 15,994,695 2,207, , ,386 2,191,709 21,083,003 MARCH 18,276,273 2,578, , ,253 2,463,108 24,093,363 APRIL 20,295,841 2,592, , ,904 2,287,984 25,919,496 MAY 20,457,271 2,698, , ,029 2,464,407 26,418,823 JUNE 21,230,374 2,618, , ,414 2,315,639 26,948,794 JULY 23,838,148 2,648, , ,174 2,341,391 29,685,221 AUGUST 20,158,168 1,926, , ,179 1,693,151 24,386,273 SEPTEMBER 20,577,992 2,637, , ,186 2,337,797 26,346,600 OCTOBER 19,857,847 2,569, , ,099 2,223,759 25,399,876 NOVEMBER 17,588,760 2,419, , ,239 2,254,095 22,987,406 DECEMBER 17,745,280 2,156, , ,922 1,977,491 22,508, ,982,885 29,073,565 5,354,307 3,410,092 26,571, ,392,467 TANGENZIALE OVEST (WEST ORBITAL ROAD): MILAN BARRIER (MI-GE) OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Kilometres) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 13,190,890 1,029, , , ,014 15,356,823 FEBRUARY 13,287,623 1,141, , , ,669 15,652,495 MARCH 14,977,530 1,324, , ,299 1,073,268 17,696,506 APRIL 16,440,344 1,348, , , ,150 19,087,497 MAY 16,603,834 1,392, , ,035 1,060,041 19,386,748 JUNE 16,937,439 1,367, , , ,681 19,629,716 JULY 18,215,987 1,389, , ,946 1,015,425 20,965,961 AUGUST 13,205, , ,846 87, ,960 15,193,071 SEPTEMBER 16,343,154 1,379, , ,578 1,023,235 19,076,517 OCTOBER 16,227,279 1,357, , , ,387 18,878,909 NOVEMBER 13,927,808 1,246, , ,939 1,005,555 16,478,326 DECEMBER 14,022,514 1,139, , , ,260 16,295, ,379,410 15,088,348 2,104,429 1,517,733 11,608, ,698, Financial Statements Annexes

124 TANGENZIALE OVEST (WEST ORBITAL ROAD): GHISOLFA BARRIER (TO-MI): ALL DIRECTIONS OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Km) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 2,089, ,163 60,338 44, ,816 2,948,874 FEBRUARY 2,044, ,325 65,649 48, ,561 2,941,672 MARCH 2,366, ,948 77,868 55, ,273 3,436,738 APRIL 2,267, ,409 73,568 48, ,428 3,227,733 MAY 2,273, ,167 76,535 52, ,078 3,302,028 JUNE 2,185, ,689 73,682 48, ,364 3,151,073 JULY 2,494, ,512 76,564 52, ,836 3,488,959 AUGUST 1,929, ,931 59,657 36, ,398 2,686,077 SEPTEMBER 2,260, ,861 74,541 51, ,538 3,254,901 OCTOBER 2,384, ,372 71,783 47, ,475 3,364,880 NOVEMBER 2,102, ,357 70,469 48, ,990 3,059,958 DECEMBER 2,133, ,065 62,068 44, ,395 2,989,763 26,532,744 3,794, , ,239 6,103,152 37,852,656 TANGENZIALE OVEST (WEST ORBITAL ROAD): GHISOLFA BARRIER (TO-MI): RHO, ARLUNO, MESERO-MARCALLO OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Km) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 1,528, ,703 39,652 19, ,171 2,015,069 FEBRUARY 1,531, ,028 43,848 20, ,276 2,053,173 March 1,726, ,244 52,051 24, ,753 2,345,944 APRIL 1,679, ,502 46,617 23, ,438 2,236,948 MAY 1,779, ,800 49,405 23, ,365 2,367,036 JUNE 1,672, ,755 46,768 22, ,454 2,214,287 JULY 1,737, ,555 48,573 22, ,991 2,296,785 AUGUST 1,292, ,361 30,335 15, ,563 1,666,498 SEPTEMBER 1,707, ,216 48,564 23, ,556 2,283,953 OCTOBER 1,721, ,767 45,766 23, ,823 2,288,204 NOVEMBER 1,601, ,865 46,324 23, ,670 2,159,788 DECEMBER 1,537, ,830 38,811 21, ,508 2,030,125 19,517,078 3,114, , ,824 2,525,568 25,957, Financial Statements Annexes

125 TANGENZIALE EST (EAST ORBITAL ROAD) OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Kilometres) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 23,452,767 2,709, , ,599 1,237,899 27,889,199 FEBRUARY 23,693,579 2,994, , ,529 1,355,185 28,586,805 MARCH 26,420,381 3,351, , ,352 1,509,079 31,881,720 APRIL 26,311,597 3,210, , ,918 1,418,170 31,503,212 MAY 27,441,180 3,421, , ,236 1,508,013 32,977,893 JUNE 26,146,536 3,252, , ,416 1,416,285 31,379,608 JULY 27,117,766 3,325, , ,553 1,444,352 32,470,815 AUGUST 18,587,387 2,204, , ,238 1,044,420 22,234,095 SEPTEMBER 26,546,039 3,312, , ,709 1,481,168 31,921,188 OCTOBER 27,230,281 3,268, , ,314 1,384,981 32,442,319 NOVEMBER 25,426,479 3,210, , ,033 1,393,847 30,599,530 DECEMBER 25,094,420 2,848, , ,085 1,209,858 29,642, ,468,412 37,110,281 4,419,714 2,126,982 16,403, ,528,646 TANGENZIALE NORD (NORTH ORBITAL ROAD) OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Kilometres) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 25,465,200 3,688, , ,660 1,801,725 31,747,470 FEBRUARY 26,064,135 4,127, , ,415 1,987,665 33,076,335 MARCH 28,726,245 4,626, , ,560 2,217,585 36,562,515 APRIL 28,451,205 4,391, , ,130 2,040,990 35,802,885 MAY 30,014,700 4,743, , ,310 2,209,800 37,976,310 JUNE 29,600,010 4,552, , ,625 2,110,740 37,217,040 JULY 30,172,440 4,664, , ,080 2,158,620 37,976,265 AUGUST 20,737,425 2,785, , ,450 1,329,390 25,437,075 SEPTEMBER 28,666,110 4,543, , ,485 2,134,950 36,313,815 OCTOBER 28,778,730 4,387, , ,145 1,981,110 36,064,245 NOVEMBER 27,021,690 4,320, , ,300 1,998,075 34,252,320 DECEMBER 26,729,490 3,855, , ,330 1,694,550 33,058, ,427,380 50,688,015 7,416,405 3,287,490 23,665, ,484, Financial Statements Annexes

126 TOTAL NETWORK OVERALL PAYING TRAFFIC BY TARIFF CLASS (Vehicles/Kilometres) Period Class A Class B Class 3 Class 4 Class 5 Total JANUARY 185,264,837 19,670,426 3,190,379 2,316,868 18,613, ,055,698 FEBRUARY 184,287,401 21,781,028 3,548,343 2,559,129 20,098, ,274,857 MARCH 209,399,095 25,218,908 4,045,452 2,911,415 22,887, ,462,517 APRIL 233,036,793 25,416,999 3,977,374 2,664,962 21,021, ,117,149 MAY 233,518,741 26,473,139 4,272,614 2,930,516 22,686, ,881,022 JUNE 243,428,931 25,906,908 4,300,072 2,802,683 21,298, ,737,131 JULY 270,233,384 26,431,972 4,686,023 2,833,103 21,704, ,889,133 AUGUST 208,733,606 18,427,042 3,475,672 1,833,955 16,002, ,472,294 SEPTEMBER 233,858,132 25,975,128 4,333,460 2,744,303 21,932, ,843,950 OCTOBER 228,293,406 25,338,317 4,022,042 2,584,495 20,893, ,131,395 NOVEMBER 193,048,435 23,370,553 3,752,311 2,612,907 21,095, ,880,023 DECEMBER 197,396,487 21,229,198 3,276,422 2,245,701 18,331, ,479,551 2,620,499, ,239,618 46,880,164 31,040, ,565,653 3,230,224,720 BARRIER TRANSIT BARRIER TRANSIT YEARLY TRAFFIC AVERAGE DAILY TRAFFIC % change % change Serravalle 39,601,801 39,027,444 1,5 108, ,392-0,8 Terrazzano 20,986,906 21,658,052-3,1 57,498 58,373-1,5 Ghisolfa 6,759,439 6,720,215 0,6 18,519 19,305-4,1 Milano A7 26,264,959 25,923,693 1,3 71,959 72,271-0,4 Melegnano A1 29,946,666 29,750,812 0,7 82,046 82,331-0,3 Melegnano open 6,401,442 6,213,367 3,0 17,538 17,569-0,2 Tangenziale Ovest 90,359,412 90,266,139 0,1 247, ,849-0,9 Vimercate 11,452,679 11,519,155-0,6 31,377 31,524-0,5 Venice 16,584,604 16,172,830 2,5 45,437 45,312 0,3 Tangenziale Est 28,037,283 27,691,985 1,2 76,814 76,836-0,0 Sesto 20,065,236 19,884,687 0,9 54,973 55,495-0,9 Monza 7,711,687 7,100,375 8,6 21,128 20,852 1,3 Tangenziale Nord 27,776,923 26,985,062 2,9 76,101 76,347-0,3 TOTAL NETWORK 185,775, ,970,630 1,0 508, ,424-0, Financial Statements Annexes

127 ANNEXE "F" Agreement 7/11/2007: ORDINARY MAINTENANCE Amounts in thousands of EUR 2011 Financial 2011 Financial Plan Change in the Financial Flooring 8,391 7,628 Works of Art (interventions on structures) 5,667 2,242 Safety (guardrails fencing signs) 3,354 4,761 Toll collection 1,538 1,430 Buildings 503 1,059 Sundry supplies and maintenance operations (plants) 3,405 2,906 Maintenance of new works and renewals 0 1,192 Winter operations 3,684 3,902 Green and Cleaning 2,694 2,349 Other Elements of the Motorway Infrastructure 5,197 4,788 Interventions to the Trade-fair pole 0 1,185 TOTAL ORDINARY MAINTENANCE 34,432 33, Type of toll collection runways A7 West orbital East orbital North orbital Total road road road Automatic teller machine entries Electronic motorway toll-charge entries Aut. teller machine + elect. motorway toll-charge entries Reversible Manual exits Aut. + fast pay exits Aut. + fast pay + elect. motorway toll-charge exits Electronic motorway toll-charge exits Cash + manual exits Cash + manual + elect. motorway toll-charge exits Total tollbooths Armoured toll collection panels Financial Statements Annexes

128 INVESTMENTS TO THE MOTORWAY INFRASTRUCTURE AS AT 31/12/2011 TOTAL INVESTMENTS AS AT 31/12/ INCREASES TOTAL INVESTMENTS AS AT 31/12/2011 Amounts in thousands of EUR WORKS GENERAL EXPENSES GRANTS FINANCE RECEIVABLE COSTS TOTAL HISTORICAL DATA AS AT 31/12/2010 WORKS GENERAL EXPENSES GRANTS RECEIVABLE FINANCE COSTS 2011 INCREASES WORKS GENERAL EXPENSES GRANTS RECEIVABLE FINANCE COSTS TOTAL HISTORICAL DATA AS AT 31/12/2011 INVESTMENTS - HISTORIC COST Milano Serravalle motorway 241,627 77, , ,117 0 (1) 0 0 (1) 241,627 77, , ,117 Tangenziale Ovest 37,744 24,874 (1,001) 1,401 63, ,744 24,874 (1,001) 1,401 63,019 Tangenziale Est 103,813 65, , ,085 0 (21) 0 0 (21) 103,813 65, , ,064 Tangenziale Nord 120,526 90,885 (56,423) 6, , ,526 90,885 (56,423) 6, ,778 Development of the toll systems and services on the entire 6,720 23, , ,720 23, ,662 network Non-allocated finance costs , , , ,757 Revaluations and sundry 0 123,457 (123) 0 123, ,457 (123) 0 123,334 TOTAL 510, ,027 (57,547) 266,843 1,126,752 0 (22) 0 0 (22) 510, ,005 (57,547) 266,843 1,126,730 7/12/1999 AGREEMENT INVESTMENTS Completion of Works - Italian Law 205 6,573 16, , ,573 16, ,199 Gropello tollbooth - South Orbital Road connection Third lane from the Po bridge to A21 100,118 18, , , ,630 18, , ,437 Bereguardo PV connection Binasco tollbooth Traffic Police barracks renovation 2, , , ,642 Modification of the last exit for A1 towards MI 0 1, ,137 2, ,571 2,669 1, ,707 Modification of the new junction of Rozzano SS35 3, (1,591) 208 2, (2,776) 56 (2,283) 4, (4,367) Redevelopment of the Forlanini junction 18,717 1, , ,725 1, ,447 Junction of Lambrate and the complet. of the road network for the 17,355 10,315 (4,608) 1,333 24,396 3,798 1, ,891 21,153 11,572 (4,608) 2,170 30,287 I.C. of Segrate Information network 9,714 3, ,986 3, ,985 13,688 3, ,041 17,971 Lighting systems 1, , , ,341 Noise barriers on the entire network 12,720 5,383 (431) , ,812 5,505 (431) ,160 Development of the toll systems and services on the entire 0 8, , , ,359 network TOTAL 177,019 72,630 (6,629) 7, ,615 11,434 2,401 (2,776) 2,178 13, ,453 75,032 (9,405) 9, ,852 11/06/03 ADDITIONAL AGREEMENT INVESTMENTS Trade-fair pole - First stage 5,294 1, , ,294 1, ,256 Trade-fair pole - Second stage 68,941 10,730 (29,851) 2,379 52,199 0 (211) 0 0 (211) 68,941 10,518 (29,851) 2,379 51,987 TOTAL 74,235 12,692 (29,851) 2,379 59,455 0 (211) 0 0 (211) 74,235 12,481 (29,851) 2,379 59,243 7/11/07 AGREEMENT INVESTMENTS Works for the river defence of the Po River Bridge Environmental and landscape works 663 1, , , , ,119 Works of modernisation to improve the sector quality standards 2,582 8, ,558 1,431 1, ,738 4,013 9, ,296 Construction of parking areas for heavy vehicles Improvement of the road network of the Cascina Gobba junction Grants to Public Bodies , , , ,101 Redevelopment work of the Provincial Road S.P. 46 (Rho-Monza) 0 1, , , ,357 TOTAL 3,245 14, ,075 1,585 3, ,134 4,830 17, ,042 23,209 TOT INVESTMENTS TO THE MOTORWAY INFRASTRUCTURE 764, ,488 (94,027) 277,507 1,454,895 13,019 5,365 (2,776) 2,530 18, , ,853 (96,803) 280,036 1,473, Financial Statements Annexes

129 R e p o r t o f t h e B o a r d o f S t a t u t o r y A u d i t o r s 127

130 MILANO SERRAVALLE - MILANO TANGENZIALI SPA Registered office in Assago (MI) Via del Bosco Rinnovato n. 4/A Tax code and Companies Registry of Milan: R.E.A. (Administrative and Economic Index): Share Capital: 93,600, fully paid REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2011 (Pursuant to Article 2429 of the Italian Civil Code) Dear Shareholders, The 2011 draft financial statements of your Company that the Board of Directors submits to your examination, was handed over to the Board of Statutory Auditors within the time required and consists of the Balance Sheet, Income Statement and the Notes to the financial statements and is accompanied by the Management Report. The Financial Statements were drawn up in compliance with the provisions introduced by Italian Legislative Decree no. 6 of 17 January 2003, taking into consideration the interpretations provided by the Italian Accounting Body; the latter supplemented, if applicable, the Accounting policy issued by the CNDCR (Italian National Association of Professional Accountants and Auditors). The Financial Statements and the Notes to the financial statements are expressed in euros, without decimals. We did the same in this Report. The Financial Statements as at 31 December 2011 show a profit for the period of EUR 17,028,082, total assets and liabilities of EUR 771,497,712 and a shareholders' equity of EUR 366,633,613. The Ria & Partners Company, which is entrusted with the task of auditing the financial statements for the financial periods from 2010 to 2012, checked, during 2011, that the company books were regularly kept and ascertained the correspondence of the draft Financial Statements, currently submitted to your examination, to the amounts shown in the Company's accounts, books and records. During the financial year, we had regular exchanges of information with the aforesaid Independent Auditing Firm, which issued the pertaining report without exceptions, without prejudice to the references by way of information, indicating that the financial statements as at 31 December 2011 have been prepared in accordance with the Italian regulations governing financial statements; accordingly, they present clearly and give a true and fair view of the financial position of the company and the results of its operations for the year then ended. We certify that, with reference to our tasks of direct concern, during the year, we supervised compliance with the law and with the articles of association, as well as compliance with the principles of good management of the Company. In particular: We participated in all the Shareholders' Meetings and in no. 21 meetings of the Board of Directors, acquiring information on the activities carried out and the most significant transactions from an economic, financial and equity point of view put in place by the Company. We took note of the works carried out by the Supervisory Body, in office until the expiry of the Administrative Body, appointed by the Board of Directors of 10 May 2010 and subsequently on 3 May 2011 and 15 December We acquired information about and monitored, for what is of direct concern, the adequacy of the organisational structure of the Company and compliance with the principles of proper administration, by means of direct observations, gathering of information and meetings, as already said, with the Independent Auditing Firm, and finally, today Financial Statements Annexes

131 We weighed and supervised the adequacy of the internal auditing system and the accounting administrative system. We verified the compliance with the rules of law concerning the preparation, layout of the Financial Statements and the Management Report through direct audits and information received from the Directors, Company management and independent auditing company. In this regard, with reference to the company shareholdings, the Board refers to what is specified in the Management report: "...in the Financial plan of the Company, an allocation is left throughout 31 December 2011, in terms of investments of about EUR 1 million, allocation not compatible with the requirements of the investees. In particular, with regard to the requirements only of the Autostrada Pedemontana Lombarda companies - considering that the Company, as controlling shareholder of Autostrada Pedemontana Lombarda S.p.A., showed on 10 March 2011 the willingness to support the subsidiary during share capital increases (commitment recorded for about EUR 230 million among the memorandum accounts of the financial statements as at 31/12/2011) - and Tangenziali Esterne di Milano, considering the shares held at the end of the reporting period as well consistently with the provisions of their financial plans there is, in the period ranging from 2012 to 2014, an overall requirement in terms of equity, for the aforesaid investees, of more than 300 million. (of which EUR 100 million for 2012 and EUR 180 million in 2013)... For this reason, the Shareholders are called to specific commitments and related decisions in the absence of which it will become impossible for the Company to ensure a financial position that meets the commitments undertaken and being undertaken. On 21 September, the Granting Body came up to this request by contemplating towards the Company the following prescription:... considering that future expenditure for company acquisitions exceeds the forecast of the Financial Plan in force, this Company is required to provide additional guarantees, to coincide with greater expenses, for the complete fulfilment of the obligations provided by the agreement, represented by the opening of tied credit lines, irrevocable, for carrying out the investments The Company must in any case observe the minimum level of Equity Soundness determined according to the traditional method as well as the Shareholders' equity/debt ratio provided by the Agreement in force." In the light of the above, the Directors refer in the management report that: "the choice of the forms of finance must be compatible with the provision by agreement as well as consistent with the financial resources that the Company is able to find on the market. The current and future level of indebtedness lead to consider the need for a capital increase, in order to ensure the economic and financial balance of the Company, or alternatively, in order to reduce the commitments, it might be necessary to dispose of some shares held in the investees or not subscribe their increases in equity." The Board draws also the attention on what was said by the Directors in the management report with reference to the risks related to the Granting Body:...the non-compliance with the obligations established by the agreement in force, by additional deeds as well as by subsequent requirements by agreement could create situations of "serious non-fulfilment". Undertaking obligations outside the financial plan, with a special attention to injections of equity, surety guarantees or the like in the interest of investee Companies, can create tensions to the financial structure with the consequent potential non fulfilment of the financial requirements of the Granting Body and banks. The Board points out that the Company should find, to observe the requirements of the Granting Body, tied-up lines of credit, irrevocable, of about EUR 150/200 million in addition to the amounts required for injections of equity net of available funds. At the end of the reporting date, the Company does not have the financial resources necessary to ensure proper compliance with the obligations undertaken by it to meet the financial commitments of the Company and as a result, in the opinion of the Board, without the financial support of the Shareholders, there are perspective risks on business continuity Financial Statements Annexes

132 We also noted that: the Financial Statements and the accounting standards applied comply with law regulations and are appropriate with regard to the activity carried out by the Company; the Notes to the financial statements, in addition to all the information prescribed by Article 2427 of the Italian Civil Code, also the disclosure requested by Article 19, paragraph 5, of Italian Law no.136 of 30 April 1999; the Management Report contains all the information prescribed by Article 2428 of the Italian Civil Code, as supplemented by Italian Legislative Decree no. 32/2007; the Financial Statements, as they have been prepared, are in keeping with the facts and information of which the Board of Statutory Auditors has become aware by attending the meeting of the Company Bodies and of the supervisory activity carried out during the financial year; we certify that, when drawing up the draft Financial Statements, the Directors observed the principles provided by Articles 2423 and 2423 bis of the Italian Civil Code, without departing from the provisions of law provided by paragraph 4 of Article 2423 of the Italian Civil Code and that the measurement bases, compared to the prior financial year, remained unchanged; The advertising obligations provided by Article 2497 bis of the Italian Civil Code were observed, related to the evidence that the Company is subject to management and coordination by the Province of Milan; no reports were received pursuant to article 2408 of the Italian Civil Code during the financial year. With reference to what is pointed out by the Directors in the management report on the requests of the former Managing Director, today the Chairman of the company certified, with letter sent to the Independent Auditing Firm, the existence of a dispute that, according to the lawyers, does not require the setting aside of a provision for risks to meet a potential liability. We note that the Directors prepared the Consolidated Financial Statements, which show a Group profit of EUR 17,417,757. Considering the information supplied by the Independent Auditing Firm with regard to both the periodic checks carried out by it and controls carried out on the Financial Statements, the Board of Auditors, to the best of its knowledge, draws your attention to what was previously reported on the need no longer to be deferred to find the appropriate financial resources - mainly characterised as equity -- believing however that there are no elements and reasons not to approve the Financial Statements as at 31 December 2011 of your Company. For what concerns the proposal formulated by the Directors on the allocation of the Profit for the year of EUR 17,028,082 and expressed as set below: EUR 16,920, as a dividend to the shareholders at the rate of EUR for each share owned EUR 108, to extraordinary reserve the Board believes that it must, albeit in compliance with what is provided by the Economic and Financial Plan, enclosed with the Agreement in force, take into account the future financial commitments, as shown in the Management Report. For the reasons mentioned above, the Board, disagreeing with the proposal for the allocation of the profit for the year 2011 formulated by the Directors, asks the Shareholders' Meeting to adopt consequently a prudential dividend distribution policy until the above financial hedging operations of the programmed investments have been actually carried out. We also note that, with the approval by the Shareholders' Meeting of the financial statements reviewed here, the Board of Statutory Auditors ends its mandate, and therefore we invite the Shareholders to carry out the duties pertaining to them for their renewal Financial Statements Annexes

133 Finally, we would like to thank the Directors, the Structure and all the Personnel of the Company for their constant and useful collaboration with the Board when carrying out their functions. Assago, 12 April 2012 THE BOARD OF STATUTORY AUDITORS Financial Statements Annexes

134 Financial Statements Annexes Bridge on the Scrivia

135 I n d e p e n d e n t A u d i t o r s R e p o r t 133

136 Report of the Independent Auditing Firm pursuant to Article 14 of Italian Legislative Decree no. 39 of 27 January 2010 To the Shareholders of Milano Serravalle - Milano Tangenziali S.p.A. 1. We have carried out the auditing of the financial statements of Milano Serravalle - Milano Tangenziali S.p.A. (hereinafter also referred to as "Milano Serravalle") for the year ended 31 December The Directors of Milano Serravalle are responsible for preparing the financial statements in compliance with the financial reporting law requirements in force. We are responsible for the professional opinion expressed on the financial statements and based on the auditing. 2. Our audit was made in accordance with auditing standards issued by the Italian Accounting Profession (CNDCEC) and recommended by Consob. In accordance with such standards, we planned and performed our audit to obtain the information necessary to determine whether the financial statements are materially misstated and if such financial statements, taken as a whole, may be relied upon. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, as well as assessing the appropriateness and correct application of the accounting principles and the reasonableness of the estimates made by management. We believe that our audit provides a reasonable basis for our opinion. As regards the opinion expressed on the financial statements for the previous year, whose data is presented for comparison purposes as prescribed by law, reference is made to the report issued by another auditor on 4 April In our opinion, the financial statements of Milano Serravalle Milano Tangenziali S.p.A. as at 31 December 2011 are in compliance with the regulations governing the drawing up methods; they are therefore clearly drawn up and represent truly and correctly the financial position and operating result of the company. 4. For the purposes of disclosure, we indicate below what the Directors pointed out in their report: In view of the complete absorption of resources envisaged in the current financial plan for investments, on 15 June 2011 the Financial Statements Independent Auditors Report

137 Company formalised to the Granting Body a request in order to carry out other injections of equity in subsidiaries, time limit after which it shall update the economic and financial plan. On 21 September, the Granting Body came up to this request by contemplating towards the Company the following prescription: "considering that future expenditure for company acquisitions exceeds the forecast of the Financial Plan in force, this Company is required to provide additional guarantees, to coincide with greater expenses, for the complete fulfilment of the obligations provided by the agreement, represented by the opening of tied credit lines, irrevocable, for carrying out the investments. The duration of these lines must not be less than 24 months at the end of each financial year and equal to the total investments still to be carried out in the same period, to which the commitments related to delays at the end of each period must be added. The Company must in any case observe the minimum level of Equity Soundness determined according to the traditional method as well as the Shareholders' equity/debt ratio provided by the Agreement in force. " The requirements of the Granting Body, by limiting the injections of capital in investees to those of the approved financial plan, impose on the Company the finding of additional guarantees as tied-up lines of credit for carrying out traditional investments, for an amount of about EUR 300 million, as well as the compliance of the financial soundness requirement and of the indebtedness/shareholders' equity ratio provided for in the Agreement.; in view of the fact that in 2012 the activities related to the project loans will be completed, the need will arise, for the purposes of project bankability, to recapitalise the investees. In particular, with regard to the requirements only of the Autostrada Pedemontana Lombarda companies - considering that Milano Serravalle, as controlling shareholder of Autostrada Pedemontana Lombarda S.p.A., showed on 10 March 2011 the willingness to support the subsidiary during share capital increase - and Tangenziali Esterne di Milano, considering the shares held at the end of the reporting period as well as consistently with the provisions of their financial plans there is, in the period ranging from 2012 to 2014, an overall requirement in terms of equity, for the aforesaid investees, of more than 300 million. Taking into consideration the requirements of the Granting Body with reference to future expenses for capital increase that exceed the forecast of the current financial plan, a strategy that allows the Company to guarantee a balanced financial position is essential. The current and future level of indebtedness lead to consider the need for a capital increase, in order to ensure the economic and financial balance of the Company, or alternatively, in order to reduce the commitments, it might be necessary to dispose of some shares held in the investees or not subscribe their increases in equity. 5. The Company, as required by the law, inserted the key figures of the last financial statements approved by the subject that, as at 31 December 2011, managed and coordinated it. Our opinion on the financial statements of Milano Serravalle is not extended to such figures. 6. The Directors of Milano Serravalle are responsible for the preparation of the Management Report in accordance with the applicable laws Financial Statements Independent Auditors Report

138 Our responsibility is to express an opinion on the consistency of the Management Report with the financial statements as required by the law. For this purpose, we carried out the procedures indicated by the audit principle 001 issued by the National Association of Accountants and National Association of Book Keepers and recommended by Consob. In our opinion, the management report is consistent with the financial statements of Milano Serravalle - Milano Tangenziali S.p.A. as at 31 December Milan, 12 April Financial Statements Independent Auditors Report

139 2011 Consolidated financial statements

140 G r o u p m a n a g e m e n t r e p o r t Dear Shareholders, We submit to your approval the Consolidated Financial Statements of the Milano Serravalle - Milano Tangenziali Group that includes the Milano Serravalle - Milano Tangenziali S.p.A. Parent Company and the Milano Serravalle Engineering S.r.l. and Autostrada Pedemontana Lombarda S.p.A. subsidiaries. The scope of consolidation is unchanged compared to the prior period. In 2011, the Group recorded revenues from sales and services of EUR million and a net result of EUR 17.4 million. The consolidated shareholders' equity amounts to EUR million. A commentary on the examined financial period relevant to the two consolidated subsidiaries is reported below. During 2011, Milano Serravalle Engineering S.r.l. achieved some fixed goals, thanks to the consolidation of the company structure, process started in previous years. The internal procedures were optimised and more flexible work processes were started between the planning and work supervision areas, to better meet the demands of the market: also this year the subsidiary carried out its activity for the Parent Company as well as for S.A.Bro.M. and Consorzio Tangenziale Engineering. In managing these activities, costs for outsourced professional assignments were greatly reduced in favour of an increased production by internal resources, allowing an improvement in company profitability, as inferable from the financial statements. A slight reduction (- 2.0%) in the Value of production is accompanied by an increase in the Value added of EUR 0.5 million (+ 51.8%) attributable to savings achieved in terms of operating costs (- 31.9%). These results are confirmed in terms of EBITDA, doubled from 0.2 to 0.4 million, and finally in terms of net profit of EUR 0.2 million, compared to EUR million on 31 December The financial statements as at 31 December 2011 of Autostrada Pedemontana Lombarda S.p.A. records a loss of EUR 3,127,366, down compared to the one recorded on 31 December 2010 of EUR 4,335,513. With regard to the motorway project, during the year costs totalling 158 million were borne, thereby confirming the prospect of completing no later than 31 December 2013 the first part of the works (Stretch A and first lots of the orbital roads of Como and Varese) whereas those relating to the second part (Stretch B1, B2, C, D and greenaway ) may be concluded not before spring 2015, since the relating contract for the assignment of the feasible project and the carrying-out of the works was signed on 17 February The 2011 financing requirements deriving from investments was supported for about 35 million by government grant disbursed by the grantor C.A.L., for about 35 million by grants under the bridging loan signed in May totalling 200 million, for 22 million by the transfer of VAT receivables and the remaining part through share capital increases carried out in the second part of 2010 and completed in January During 2012, the Subsidiary will be engaged in carrying out the licensed work. In particular there will be: - the continuation of the first part of the work by the general contractor Pedelombarda, whose completion, given the works in progress, is confirmed as at 31 December 2013; - the feasible project, the carrying out of the activities preparatory to the construction sites and the start of the financial statements 2011 consolidated financial statements

141 second part of the work; - the start of the invitations to tender relating to the third part of the work; - the continuation of the financial arranging for the structuring of the project loan required for financing the whole work, in order to achieve the availability of the senior debt by spring Given the above, it follows that to meet the program of expenses for investments in the period from 1 January 2012 to 31 March 2013, estimated at around 600 million and waiting for the closing of the financial arranging, the subsidiary may benefit from the government grant that Cal will disburse (134 million), from the resources obtained from the adoption of the VAT Group procedure (23 million) and finally from the residual use of the bridging loan (165 million). Therefore, this leads to a further financing requirement of about 275 million, which must necessarily be covered through an injection of equity by shareholders, as required by the approved economic and financial Plan. With regard to the significant events after the end of the reporting period, reference is made to the Management Report of the Parent Company. The Milano Serravalle - Milano Tangenziali Group works in operational independence by complying with the strategic and general operational guidelines indicated by the Province of Milan, which carries out the management and coordination functions pursuant to Article 2497 of the Italian Civil Code. For the Board of Directors The Chairman Marzio Agnoloni Lawer Assago, 3 April financial statements 2011 consolidated financial statements

142 financial statements 2011 consolidated financial statements A50 Tangenziale Ovest

143 Group consolidated results

144 G r o u p c o n s o l i d a t e d r e s u l t s The historical series of the last three financial years relevant to the main financial and equity data of the Group is shown below. The Value of production is stated net of capitalised interest expense, reclassified in the financial statements under the item "Own work capitalised" whereas the tolls, with reference to changes introduced by Italian Law Decree 78/2009, are stated net of the additional fee imposed by ANAS. Amounts in thousands of EUR Financial/equity data Value of production 214, , ,563 Revenue from sales and services 201, , ,073 Value added 146, , ,663 EBITDA 100,220 95,042 88,957 % EBITDA Earnings before interest and taxes (EBIT) 56,215 50,987 46,196 % EBIT Net result 17,418 24,228 34,876 Net invested capital 708, , ,496 Net financial position -284, , ,395 Shareholders' equity 424, , ,101 ROE 4.11% 5.64% 9.01% ROI 7.94% 8.14% 7.94% NFP/SE Net cash flow -20,257 30,184-7,085 Average workforce (no. of units) Certain items were reclassified in order to make them comparable with those of financial statements Group consolidated results

145 RECLASSIFIED CONSOLIDATED INCOME STATEMENT Amounts in thousands of EUR 31/12/2011 % 31/12/2010 % change Revenues from tolls 193, , % Revenues from concessions 7, , % Other revenues from sales and services = Change in inventories , % Own work capitalised 3, , % Other revenues and income 10, , % VALUE OF PRODUCTION 214, , % Operating costs -67, , % VALUE ADDED 146, , % Labour costs -46, , % EBITDA 100, , % Motorway infrastructure depreciation -40, , % Allocation to/use of renovation fund 1, = Other amortisation, depreciations and provisions -5, , % EBIT 56, , % Finance income and costs -5, , = Impairment of financial assets -16, , % Extraordinary income and expense , = EBT 34, , % Income taxes, current and deferred -18, , % PROFIT FOR THE PERIOD (including minority interests) 16, , % PROFIT FOR THE PERIOD (minority interests) , % PROFIT FOR THE PERIOD ATTRIBUTABLE to the Group 17, , % Since the results of the Group for the 2011 financial year are in line with those of the parent company, for the notes reference is made to the Management Report of the Parent Company financial statements Group consolidated results

146 RECLASSIFIED CONSOLIDATED BALANCE SHEET Amounts in thousands of EUR 31/12/2011 % 31/12/2010 % change Intangible fixed assets 24, , Non-transferable property, plant and equipment 34, , ,525 Freely transferable tangible fixed assets 662, , ,915 Long-term investments 54, , ,486 Fixed assets 776, , ,480 Trade accounts receivable 51, , ,094 Loans to associated company 4, , ,981 Other receivables, accrued income and prepaid expenses 21, , ,645 Inventories 4, , Short-term investments 46, ,498 Trade accounts payable -93, , ,355 Other payables, accrued expenses and deferred income -45, , ,780 Net working capital -10, , ,286 Invested capital 765, , ,765 Deferred tax provision -1, , Provision for renovation -40, , ,714 Provision for risks and charges -2, , ,165 Provision for employment termination indemnities -12, , NET INVESTED CAPITAL 708, , ,725 Shareholders' equity 424, , ,533 Cash -37, , ,257 Short-term indebtedness 54, , ,571 Medium to long-term indebtedness 266, , ,430 Net financial position 284, , ,258 BORROWED CAPITAL and EQUITY CAPITAL 708, , The financial results of the Group are referable to those of the Parent Company (reference is made to its Management Report) with the exception of the item Fixed Assets. With regard to this point, Freely transferable property, plant and equipment to the granting Bodies increased by million, referable to: investments, mainly by Autostrada Pedemontana Lombarda S.p.A, of million, collection of grants receivable of 38.3 million, mostly in favour of Autostrada Pedemontana Lombarda S.p.A, to the amount pertaining to the financial year of the financial amortisation of the Parent Company financial statements Group consolidated results

147 This results in a debt exposure to suppliers increased by 17.3 million and resorting to loans subscribed to support those appropriations CONSOLIDATED STATEMENT OF CASH FLOWS Amounts in thousands of EUR 31/12/ /12/2010 OPENING LIQUID ASSETS 57,540 27,356 OPERATING ACTIVITIES Net result 17,418 24,228 Amortisation/depreciation, provisions, write-downs and revaluations 80,325 71,435 Changes in funds -21,805-15,952 Change in net working capital 21,213 12,387 Decided dividends still to be paid -4,085-4,085 Gains from sale of fixed assets 0-6,527 Cash flow from operating activities 93,066 81,486 INVESTING ACTIVITIES Reversible property, plant and equipment -179, ,382 Other property, plant and equipment and intangible fixed assets -1,107-7,428 Long-term investments -19,154-3,333 Sales value of fixed assets 0 7,713 Cash flow from investing activities -199, ,430 FINANCING ACTIVITY Repayments of borrowings -67,570-84,430 New loans 134, ,000 Grants paid by Public bodies 38,265 18,965 Dividends paid -17,875-17,875 Cash flow from financing activities 87,391 31,660 Other changes in shareholders' equity ,468 CLOSING LIQUID ASSETS 37,284 57, financial statements Group consolidated results

148 financial statements Group consolidated results A7 Milano - Serravalle

149 Consolidated financial statements

150 B A L A N C E S H E E T 31/12/ /12/2010 subtotal subtotal A) Subscribed capital unpaid 0 0 B) Fixed assets I Intangible fixed assets 3) Invention patent rights and intellectual property rights 362, ,580 4) Concessions, licenses, trademarks & similar rights 18,920,697 18,920,817 6) Property, plant, and equipment in progress and advances 171,118 37,734 7) Others 4,801,530 5,270,247 Total intangible fixed assets 24,255,598 24,680,378 II Property, plant, and equipment: of which non-transferable property, plant, and equipment 1) Land and buildings 31,871,433 32,895,281 2) Plant and machinery 1,267,764 1,724,406 3) Fixtures and fittings, tools and equipment 195, ,466 4) Other assets 1,407,749 1,369,776 5) Property, plant, and equipment in progress and advances 50,994 89,423 Total non-transferable property, plant, and equipment 34,793,292 36,318,352 of which freely transferable property, plant, and equipment 6) Motorway infrastructure in operation less depreciation funds - 321,173, ,384,856 1,056,910,361 1,016,628,361 Property, plant, and equipment in progress and advances of Motorway 341,410, ,283,833 infrastructure Total freely transferable property, plant, and equipment 662,584, ,668, financial statements Consolidated financial statements 1,378,084,203 1,377,013,217 Total property, plant and equipment 697,377, ,987,041 III Long-term investments 1) Investments in b) associated companies 25,728,226 9,918,348 c) other companies 20,525,367 46,253,593 79,893,947 89,812,295 2) Loans: d) to others over the next financial year 8,058,156 7,985,737 3) Securities over the next financial year 300, ,000 Total long-term investments 54,611,749 98,098,032 Total fixed assets (B) 776,245, ,765,451

151 Milano Serravalle - Milano Tangenziale S.p.A. PROFIT BALANCE 31/12/ /12/2010 subtotal subtotal C) Working Capital I Inventories 1) Raw materials and consumables 2,132,849 2,225,950 2) Work in progress arising under construction contracts 2,680,724 1,982,787 Total inventories 4,813,573 4,208,737 II Receivables 1) Trade accounts receivable within the financial year 51,020,655 48,927,516 3) From associated companies within the financial year 4,034,489 20,014,972 4) From parent companies within the financial year 871, ,867 4-bis) Tax receivables within the financial year 3,249,403 7,122,112 over the next financial year 290,316 3,539, ,207 7,279,319 4ter) Deferred tax assets within the financial year 806,109 1,012,684 over the next financial year 2,168,721 2,974, ,012,684 5) from others within the financial year 10,660,351 6,829,192 over the next financial year 1,012,833 11,673, ,167 7,675,359 Total receivables 74,114,125 85,792,717 III Short-term investments 46,498,150 0 IV Cash 1) Bank and post office deposits 36,913,350 57,143,465 3) Cash and cash assets 369, ,333 Total cash 37,283,125 57,539,798 Total working capital (C) 162,708, ,541,252 D) Accruals and deferrals Prepaid expenses 2,667,721 3,231,674 Total Accrued income and prepaid expenses (D) 2,667,721 3,231,674 TOTAL ASSETS (A+B+C+D) 941,621, ,538, financial statements Consolidated financial statements

152 LIABILITIES 31/12/ /12/2010 subtotal subtotal A) Shareholders' Equity I Share capital 93,600,000 93,600,000 II Share premium reserve 0 0 III Revaluation reserve 0 0 IV Legal reserve 19,164,061 17,976,439 V Statutory reserves 0 0 VI Treasury share reserve 0 0 VII Other reserves, stated separately Extraordinary reserve 214,898, ,293,921 Taxed reserve 288, ,581 Third-party contributions 3,721,777 3,721,777 Tied-up reserve for delayed investments 15,185, ,094,095 15,185, ,489,279 VIII Retained earnings (accumulated losses) 1,351, ,025 IX Profits (losses) for the year 17,417,757 24,227,610 Group shareholders' equity 365,627, ,170,353 Minority interests in capital and reserves 58,676,139 59,665,621 Total shareholders' equity (A) 424,303, ,835,974 B) Provisions for risks and charges 2) Deferred tax provision 1,497,449 1,811,240 3) Other - provision for renovation 40,368,259 42,082,475 - provision for risks and charges 2,774,927 43,143,186 1,609,974 43,692,449 Total provision for risks and charges (B) 44,640,635 45,503,689 C) Employee severance indemnity 12,614,060 12,711, financial statements Consolidated financial statements

153 Milano Serravalle - Milano Tangenziale S.p.A. LIABILITIES 31/12/ /12/2010 subtotal subtotal D) Payables 4) Payables to banks within the financial year 67,071,577 23,862,413 over the next financial year 225,000, ,071, ,500, ,362,413 5) Payables to other lenders within the financial year 1,312,871 1,273,025 over the next financial year 27,937,777 29,250,648 29,250,648 30,523,673 6) Advances 2,354,165 1,092,784 7) Trade accounts payable within the financial year 78,411,377 63,236,857 over the next financial year 14,689,427 93,100,804 12,508,765 75,745,622 9) Payables to parent companies within the financial year 3,096,718 4,452,279 12) Tax payables within the financial year 1,222,040 1,621,300 13) Payables to social security institutions within the financial year 3,370,180 2,971,114 14) Other Payables within the financial year 26,672,037 32,216,860 Total payables (D) 451,138, ,986,045 E) Accruals and deferrals Accrued expenses 34, ,737 Deferred income 8,891,443 8,387,708 Total accrued expenses and deferred income (E) 8,925,678 8,501,445 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (A+B+C+D+E) MEMORANDUM ACCOUNTS 941,621, ,538,377 Sureties to third parties 127,693,898 73,624,163 Commitments for lease agreements 226, ,265 Total Memorandum accounts 127,919,901 73,773, financial statements Consolidated financial statements

154 I N C O M E S T A T E M E N T 31/12/ /12/2010 subtotal subtotal A) Value of production 1) Revenue from sales and services 223,633, ,720,538 3) Change in inventories of work in progress 697,937 1,110,786 4) Own work capitalised 8,142,623 4,440,588 5) Other revenues and income - other 10,137,361 9,650,387 - operating grants 0 10,137, ,667 9,792,054 Total value of production (A) 242,610, ,063,966 B) Costs of production: 6) For raw materials, consumables and merchandise 1,390,576 2,581,976 7) For services 35,609,761 39,745,477 8) For use of third-party assets 1,725,343 1,581,862 9) For personnel a) wages and salaries 33,260,996 32,262,539 b) social-security contributions 10,207,823 9,992,158 c) severance indemnity 2,554,185 2,416,285 d) other costs 741,212 46,764, ,508 45,363,490 10) Amortisation, depreciations and write-downs a) amortisation of intangible fixed assets 857, ,855 b) depreciation of property, plant and equipment: - depreciation of freely transferable assets 40,282,000 39,355,000 - depreciation of non-transferable assets 2,198,534 1,731,755 d) allowance for credit losses 232,130 43,570, ,186 42,549,796 11) Changes in inventories of raw materials and consumables -100, ,649 12) Provisions for risks and charges 2,149,367 1,504,851 13) Other provisions: Allocation of renovation fund 20,844,181 18,571,136 14) Sundry operating expenses 29,949,133 21,200,730 Total costs of production (B) 181,901, ,858,669 Difference between the value and cost of production (A - B) 60,709,042 52,205, financial statements Consolidated financial statements

155 Milano Serravalle - Milano Tangenziale S.p.A. 31/12/ /12/2010 subtotal subtotal C) Finance income and costs 15) Income from investments 0 523,682 16) Other finance income a) from loans entered as fixed assets 235, ,504 c) from securities recorded as current assets 41,187 0 d) income other than the previous - from associated companies 239,908 14,972 - other 1,371,196 1,887, , ,430 17) Interests and other finance costs - other -11,583,833-5,145,113 Total finance income and costs (C) -9,696,119-4,160,001 D) Impairment of financial assets 19) Write-downs a) of investments -16,142,431-11,262,393 Total impairment of financial assets (D) -16,142,431-11,262,393 E) Extraordinary income and expenses 20) Income 14,120 6,543,513 21) Expenses -28, ,278 Total extraordinary income and expenses (E) -14,732 6,132,235 Profit (loss) before tax (A - B +- C +- D +- E) 34,855,760 42,915,138 22) Income taxes for the period a) Current income taxes 20,703,422 18,882,395 b) Deferred tax assets (liabilities) -2,275,937 18,427,485 1,176,868 20,059,263 Profit for the period including minority interests 16,428,275 22,855,875 Minority interest -989,482-1,371,735 23) Profit (loss) for the period attributable to the Group 17,417,757 24,227, financial statements Consolidated financial statements

156 financial statements Consolidated financial statements A7 view from the Dorno tollbooth

157 Notes to the Consolidated Financial Statements

158 I n t r o d u c t i o n The consolidated financial statements as at 31 December 2011 of the Milano Serravalle - Milano Tangenziali Group were prepared in accordance with the provisions of Chapter III of Italian Legislative Decree no. 127 of 9 April 1991, supplemented by the accounting policy prepared by the Italian National Association of Professional Accountants and Auditors (CN.D.CR.) and by the instructions of the Italian Accounting Body (OIC). Each item was measured prudently and on a going concern basis, observing the policies and restrictions established by Article 2426 of the Italian Civil Code, since there are no "special reasons" for exemption and taking into account the "economic function" of the considered asset or liability items. As provided for by Article 2423 ter, paragraph 5 of the Italian Civil Code, if necessary, the figures referring to the previous year were appropriately reclassified for the purpose of ensuring the comparability of the two periods. These financial statements do not include items originally expressed in a currency other than the Euro and all the amounts stated in the Notes to the financial statements are expressed in euros, without decimals. The financial statements as at 31 December 2011 approved by the respective Boards of Directors are used for all the companies included in the scope of consolidation. SCOPE OF CONSOLIDATION The Milano Serravalle - Milano Tangenziali S.p.A. Parent Company consolidated the subsidiaries, i.e. Autostrada Pedemontana Lombarda S.p.A. and Milano Serravalle Engineering S.r.l. The companies not included in the scope of consolidation are listed in the table that summarises the direct and indirect investments, by showing the value assigned in the consolidated financial statements. CONSOLIDATION CRITERIA The line-by-line consolidation method was used, i.e. taking all the assets, liabilities, costs and revenues, regardless of the amount of investment held, attributing to third-party shareholders the share of profits and provisions applicable to them in a dedicated heading of Shareholders' Equity called "Minority interests in capital and reserves". The "subsidiary companies" are those in which the Company holds the majority of votes that can be exercised during the ordinary meeting of the investee, or has a number of votes that is high enough to ensure a considerable influence or special contractual obligations that allow this considerable influence. The subsidiary companies are consolidated line by line as described below. The associated companies are those in which the company exercises a considerable influence. Investments in associated companies are measured using the equity method. The other companies are those in which the company has no control or considerable influence. Investments in other companies are posted at their acquisition cost and written down in the presence of impairment losses. The main consolidation adjustments concerning subsidiary companies are the following: the elimination of intercompany items was carried out in advance; the book value of the investment corresponding to the Shareholders Equity was eliminated, for all the companies, by attributing the current value as at the date of acquiring control to the individual elements of the balance sheet. Any difference, if possible, is attributed to the corresponding balance-sheet items whereas, for what concerns the residual amount, any positive difference is allocated in fixed assets under the item called "Consolidation difference", whereas the negative difference is intended for the item "Consolidation reserve". The Consolidation difference determined in this way is amortised based on the duration believed to be fair for representing the future utility of the investment financial statements Notes to the Consolidated Financial Statements

159 made. MEASUREMENT BASES OF BALANCE-SHEET ITEMS The measurement bases used in preparing consolidated financial statements are in line with those used for preparing the Financial Statements of "Milano Serravalle - Milano Tangenziali S.p.A." and therefore comply with the rules established by Italian Legislative Decree 127/1991; they are in compliance with the provisions of Article 2426 of the Italian Civil Code. The interpretations provided by the Italian Accounting Body were also taken in consideration; they supplemented, if applicable, the Accounting policy issued by the Italian National Association of Professional Accountants and Auditors. The measurement bases remained unchanged during the financial period compared to those adopted in the previous financial year. Intangible fixed assets Intangible fixed assets are posted at purchase cost if their useful life extends in time and amortised at constant rates in each period in order to take account of their residual possibility of use. The fixed asset that, at the end of the reporting period, reports a value that is lower than the value carried - and it is likely to remain so in the long term - the asset in question is written down to this lower value; if the grounds for the write-down are no longer valid in subsequent years, the original value is restored, only adjusted to account for the appropriate depreciation. The amortisation takes place with regard to the estimated useful life of the asset that for the different categories is the following: 3a) Software 3 3b) Patents 20 4) Concessions, licenses, trademarks & similar rights 0-10 Years The item Concessions, licenses, trademarks & similar rights capitalises the costs for the assignment of the Concession and the signing of the Agreement occurred on 1 August 2007 of the subsidiary Autostrada Pedemontana Lombarda S.p.A. These costs are not subject to amortisation until the financial year from when the period of validity of the Concession/Agreement starts (30 years from the coming into operation of the entire work). With reference to "Other intangible fixed assets", it should be noted that: charges relevant to improvements of third-party assets, i.e. to the new registered office for Milano Serravalle Engineering S.r.l., are amortised based on the residual period of validity of the relevant lease agreement (twelve years); costs relevant to the new toll processing system (Int. Esa) are amortised in four years equal to the period of validity of the process support and starting contract signed with Sinelec S.p.A; incidental expenses incurred when signing the loans (such as substitute tax, up-front commissions, legal and notorial expenses) are amortised according to the period of validity of the contract ; costs incurred to obtain the quality certification under ISO 9001:2008 borne by Autostrada Pedemontana Lombarda S.p.A. are amortised over five years. Property, plant and equipment Assets freely transferable to the granting Bodies Item B II of the balance-sheet assets included sub-item 6) where the Motorway infrastructure was ascribed: at the end of the Concession, it will be transferred without consideration to the Granting Body. The Motorway infrastructure is booked at purchase or production cost, inclusive of the relevant directly allocated additional expenses, revaluations in accordance with special laws that followed one another in time, contributions as by specific agreements, granted to third parties for the construction of additional works to the Motorway infrastructure and net of grants paid by the State financial statements Notes to the Consolidated Financial Statements

160 and other Public Administrations. These contributions are recognised in the financial statements when the company meets all the conditions for receiving the contributions and that the contributions will be paid. The value of these assets is adjusted by the "Financial amortisation" calculated by differentiated rates, as required by the Economic and Financial Plan enclosed with the Agreement, on the basis of the purchase cost, inclusive of capitalised borrowing costs, revaluations carried out and net of capital grants. This fund allows to: a) systematically reduce the value of the Motorway infrastructure in relation to the remaining useful life that corresponds to the period of validity of the concession; b) freely transfer to the Granting Body, upon expiry of the Concession, the transferable assets. Property, plant, and equipment in progress and advances consist of the costs borne for the construction of motorway sections not yet opened to traffic and are recognised inclusive of the relevant directly allocated finance costs. The reimbursement of the cost for the requests for additional payments referring to greater expenses borne by the contractors is recognised limited to the amounts whose manifestation and quantification is reasonably certain. Such requests are entered in the special site register of the contract work and take the form of "reserves" advanced by the contractor, if the contract provides for the issuance of states of the work-in-progress to be cross-examined. Assets non-transferable to the granting Bodies Non-transferable property, plant, and equipment (owned by the company) are posted at purchase cost, inclusive of the relevant additional expenses, net of their depreciations. Property, plant, and equipment are depreciated every year on a straight line basis according to technical and economical rates that are determined with reference to the remaining useful life of the asset. For the first year of depreciation, the rate is reduced by 50%. The estimated useful life, for the different categories of assets, is the following: BUILDINGS 25 PLANTS 5-8 MACHINERY 4 EQUIPMENT 8 TOURIST SIGNS 10 CARS 4 HEAVY MOTOR VEHICLES 5 OFFICE MACHINES 5-8 FURNITURE AND FITTINGS 8 Years financial statements Notes to the Consolidated Financial Statements

161 The acquisition costs relating to low-value assets were fully expensed in the income statement in the financial year of the purchase. Assets granted by third parties Assets granted by third parties with operating lease agreements are recognised in the financial statements with the asset-based method that contemplates the recording on an accrual basis of the lease payments as operating costs. The asset is recognised as an asset with its surrender value only at the end of the contract of reference. The memorandum accounts show the commitment for lease payments falling due relevant to lease agreements existing at the end of the reporting period. Assets granted by third parties with operating lease agreements are recognised in the financial statements with the asset-based method that contemplates the recording as an asset of the value of the asset and the recording as a liability of the payable amount for the remaining instalments. The amortisation allowance and the finance costs relevant to the lease payments for the year are recognised among operating costs. Investments They represent long-term investments aimed at achieving an integrated and diversified industrial and commercial organisation. Investments in associated companies, in which the Company can exercise a significant influence, are recorded at net equity, as shown by the last draft financial statements approved by the respective Boards of Directors. The higher or lower value of the investment compared to the purchase cost is posted to the Income Statement. Investments in "other companies" are recorded at historical purchase or subscription cost, inclusive of any directly related additional expense. In the presence of impairment losses, the cost is adjusted by making appropriate write-downs. Should the reason for the write-down no longer apply in any given financial year, then the original value is reinstated. Other long-term investments Long-term loans are stated at face value. Inventories of raw materials and consumables Inventories are valued according to the Lifo method with annual increases and, in any case, recorded at a value not greater than the sale value inferable from the market trend as provided by Article 2426, paragraph 1, point sub-9), of the Italian Civil Code. Inventories of work in progress arising under construction contracts In accordance with Accounting Standard no. 23, issued by the Italian Accounting Body, they are measured according to the cost incurred (contract work completed method) if not exceeding one year and based on the state of the work-inprogress agreed with the purchaser and signed by it, increased by the works carried out and still to be recorded at the reporting date (percentage of completion method), if exceeding one year. Only if it was impossible to determine the profit on contract work, the percentage of completion method is adopted also for multi-year contracts. Loans Receivables, classified under working capital, are recognised at the nominal value adjusted by the "provision for bad debts", to allow for the estimated realisable value proportionate both to the amount of risks relevant to specific doubtful loans, and to the amount of general market risk impending on the majority of receivables financial statements Notes to the Consolidated Financial Statements

162 Payables Payables are posted at their par value. Trade accounts payable include the fees due in connection with the services completed by the end of the financial period but still to be invoiced. Accruals and Deferrals They are determined and recorded on a accrual basis, in accordance with the matching principle and mainly include multi-year prepaid expenses and deferred income, determined by annual portions by reason of the period of validity of the relevant contracts. Provisions for recovery or replacement of freely transferable assets to the granting Bodies (provision for renovation) The provision for renovation serves to maintain and/or restore the original production capacity of the freely transferable assets both to keep unchanged the production capacity, and to transfer them, upon expiry of the Concession, to the granting Body in good working order. This provision is kept constantly in line with what is indicated in the current Financial Plan and is set up through systematic provisions, distributed throughout the period of validity of the Concession, in connection with a precise estimate of costs for maintenance, renewal, safety and the like. Provision for risks and charges They are prudently set up and provisioned to cover specific losses or liabilities whose existence is certain or likely, but whose timing or amount is not yet known at the reporting date. The provisions reflect the best possible estimate based on the commitments undertaken and the information available. Employee Severance Indemnity Depending on the number of employees in each company of the Group, a different method of accounting is used: for the Parent Company, from the financial statements as at 31 December 2007, the Company pays the accrued pertaining amounts, in relation to the choice of each employee, to a social-security organisation or to the INPS treasury fund; therefore, Employees' severance indemnity fund represents the amount payable accrued until 30 June 2007 revalued each year based on special indices, for all the other companies belonging to the Group, the Employees' severance indemnity fund represents the accrued amount payable until 31 December 2011 with regard to the employees, and both the pertaining amounts and the revaluation of the fund are set aside. Memorandum accounts The memorandum accounts show the value of the guarantees given and commitments undertaken valued according to the nature of the risk and based on the information available on the reporting date of the financial statements. Total Revenues from services and for the sale of assets are recognised in accordance with the matching principle. Financial revenues are recognised on an accrual basis. Own work capitalised "Own work capitalised" include both the internal costs of the Group (for example, labour cost and amortisation), and the external costs (for example, purchases of goods and services) borne for carrying out the fixed assets, as well as interests expense subject to capitalisation on the value of the asset. Costs and expenses Costs and expenses are recorded in accordance with the matching principle. In particular, costs for the acquisition of goods and for services are recorded upon the transfer of their ownership and on the date on which the services are rendered, respectively financial statements Notes to the Consolidated Financial Statements

163 Current income taxes Taxes are recorded on an accrual basis, taking into account the current tax rate Deferred tax liabilities and deferred tax assets In compliance with Accounting Standard no. 25, the method used for determining and recording taxes in the financial statement is the one used for showing the tax expense for the period, by booking deferred tax assets and liabilities. In this regard, the temporary differences between income taxes for the period and those determined on the basis of the applicable tax legislation and that will be liquidated and/or recovered in subsequent periods are recorded, if positive, among deferred tax assets and, if negative, in the provision for deferred tax liabilities. When determining deferred tax assets and liabilities, the expected tax rate in force in the financial period in which the temporary difference will flow as well as any facility provided by the current tax legislation were taken into account. Deferred tax assets are recognised to the extent that a reasonable certainty of their future recovery exists. If the temporary differences or the provisions to tax deferral reserves give rise to deferred tax liabilities, they will not be recorded if it is unlikely that the related liability will arise. CHANGES IN FIXED ASSETS B- FIXED ASSETS I - Intangible fixed assets BREAKDOWN OF THE HISTORICAL VALUE AS AT 31/12/2010 Historical Previous Previous writedowns revaluations 31/12/2010 Previous Value as at value amortisations 1) Start-up and expansion costs 57,743-57, ) Costs of research, development and advertising 42,080-14,027-28, ) Invention patent rights 2,448,473-1,992,513-4, ,580 4) Concessions, licenses, trademarks & similar rights 6) Property, plant, and equipment in progress and advances 18,923,536-2, ,920,817 37, ,734 7) Others 5,974, , ,270,247 TOTAL 27,483,877-2,771,066-32, ,680,378 No write-downs of intangible fixed assets were carried out. CHANGES IN INTANGIBLE FIXED ASSETS Value as at 31/12/2010 Reclassificatio ns/transfers Increases for the period Amortisation for the period Value as at 31/12/2011 3) Invention patent rights 451, , , ,253 4) Concessions, licenses, trademarks & similar rights 18,920, ,920,697 6) Property, plant, and equipment in progress and advances 37, , ,118 7) Others 5,270, , ,716 4,801,530 TOTAL 24,680, , ,658 24,255, financial statements Notes to the Consolidated Financial Statements

164 Invention patent rights and intellectual property rights: the increase refers to upgrades and extensions of software applications already used, mainly referring to the new Office package, improvements to the website and to the portal of the Parent Company. Concessions, licenses, trademarks & similar rights: are substantially ascribable to the Autostrada Pedemontana Lombarda S.p.A. subsidiary. The costs borne by the Autostrada Pedemontana Lombarda S.p.A. subsidiary of EUR 11,003,891 relevant to all the feasibility studies, preliminary designs, studies on traffic and researches preparatory to the signing of the plan of the standard Single Agreement and to the start of the operational phase of the project are included in "Concessions, licenses, trademarks & similar rights". These costs will be amortised in the year in which the Pedemontana motorway will come into operation, when the revenues related to them will be generated. The positive difference of EUR 7,915,962 between the purchase cost of the investment in the Autostrada Pedemontana Lombarda S.p.A. company and the shareholders' equity at current value on the date on which control was acquired is allocated in the same item; this difference, due to the value of the Concession, will be amortised only as from the financial year in which the motorway will be opened to the traffic and, therefore, as from the starting date of the thirtyyear Concession. Property, plant, and equipment in progress and advances: the increase of EUR 133,384 refers to incidental expenses incurred for the granting of a loan for a total of 100 million by Banca Europea per gli Investimenti. Other: increases for the period refer to the capitalisation of costs borne for the support in implementing the new toll processing system (Int.Esa). II - Property, plant, and equipment Property, plant and equipment Value as at Value as at Change in % change 31/12/ /12/2010 value Assets non-transferable to the granting Bodies 34,793,292 36,318,352-1,525, Assets freely transferable to the granting Bodies 662,584, ,009, ,575, Total 697,377, ,327,974 99,049, financial statements Notes to the Consolidated Financial Statements

165 Property, plant and equipment non-transferable to the granting Bodies: Gross value 1) Land and buildings CHANGES IN NON-TRANSFERABLE PROPERTY, PLANT AND EQUIPMENT Value as at 31/12/2010 Reclassifications/transfers Increases for the period Decreases for the period Depreciations for the period Value as at 31/12/2011 1a) Land 6,448, ,448,770 1b) Buildings 26,986, , ,042,973 Total land and buildings 33,435, , ,491,743 2) Plant and machinery 2a) Plant 2,739,585 7,470 18, , ,005,488 2b) Machinery 4,220, , , ,963,155 Total plant and machinery 6,960,318 7,470 84,026-1,083, ,968,643 3) Fixtures and fittings, tools and equipment 3a) Equipment 775, , ,799 3b) Posters 701, ,401 Total fixtures and fittings, tools and equipment 1,476, , ,482,200 4) Other assets: Total other assets 7,914,607 81, , , ,544,456 TOTAL GROSS VALUE 49,786,912 89, ,608-2,038, ,487,042 Depreciation fund 1) Land and buildings 1a) Land b) Buildings -539, ,080,585-1,620,310 Total land and buildings -539, ,080,585-1,620,310 2) Plant and machinery 2a) Plant -1,556, , ,022-1,107,790 2b) Machinery -3,679, , ,781-3,593,089 Total plant and machinery -5,235, ,071, ,803-4,700,879 3) Fixtures and fittings, tools and equipment 3a) Equipment -638, , ,457 3b) Posters -599, , ,391 Total fixtures and fittings, tools and equipment -1,237, ,139-1,286,848 4) Other assets: Total other assets -6,544, , ,007-6,136,707 TOTAL DEPRECIATION FUNDS -13,557, ,011,773-2,198, Non-transferable property, plant and equipment net of depreciation funds 1) Land and buildings 1a) Land 6,448, ,448,770 1b) Buildings 26,446, , ,080,585 25,422,663 Total land and buildings 32,895, , ,080,585 31,871,433 2) Plant and machinery 2a) Plant 1,183,558 7,470 18,027-11, , ,698 2b) Machinery 540, , , ,066 Total plant and machinery 1,724,406 7,470 84,026-11, ,803 1,267,764 3) Fixtures and fittings, tools and equipment 3a) Equipment 137, , , ,342 3b) Posters 101, ,888 87,010 Total fixtures and fittings, tools and equipment 239, , , ,352 4) Other assets: Total other assets 1,369,776 81, ,731-15, ,007 1,407,749 TOTALE NET VALUE 36,228,929 89, ,608-27,128-2,198,534 34,742,298 5) Property, plant, and equipment in progress and advances TOTAL NON-TRANSFERABLE PROPERTY, PLANT AND EQUIPMENT NET OF FUNDS 89,423-89,423 50, ,994 36,318, ,602-27,128-2,198,534 34,793, financial statements Notes to the Consolidated Financial Statements

166 Land and buildings The increase for the period refers to the improvements to the premises of the Parent Company. Plant and machinery Purchases are mainly related to the two variable message mobile trolleys and to a lift truck for the warehouse purchased by the Parent Company. Fixtures and fittings, tools and equipment The increase refers to the purchase of sundry office equipment. Other assets The item includes office machines, furniture and fixtures and motor vehicles. Increases for the period mainly refer to the renewal of all the company printers/photocopiers purchased by the Parent Company replacing the previous ones, to the renewal of the furniture of the building near the barrier of Agrate and to the purchase and commissioning of new vans for road traffic of the Parent Company. The decrease is related to the scrapping of motor vehicles used by the traffic police replaced with new cars acquired with rental contracts. Property, plant and equipment freely transferable to the granting Bodies: CHANGES IN FREELY TRANSFERABLE PROPERTY, PLANT AND EQUIPMENT Value as at 31/12/2010 MOTORWAY INFRASTRUCTURE IN OPERATION Reclassifications/transfers Increases for the period Decreases for the period Depreciations for the period Value as at 31/12/2011 Historic cost 1,046,523, ,338 3,277, , ,050,184,033 Finance costs 247,314, , ,513,306 Grants received -89,419, ,776, ,195,728 Monetary revaluations ex lege 172,594, , ,582,592 Total motorway infrastructure in 1,377,013, ,384 3,277,819-3,164, ,378,084,203 operation Depreciation fund -1,016,628, ,282,000-1,056,910,361 Motorway infrastructure in operation net 360,384, ,384 3,277,819-3,164,217-40,282, ,173,842 of the depreciation fund MOTORWAY INFRASTRUCTURE IN PROGRESS AND ADVANCES Historic cost 218,329, , ,256, , ,632,475 Finance costs 2,160, ,046 7,511, ,473,216 Grants received -19,205, ,488, ,694,892 Total motorway infrastructure in progress and advances 201,283, , ,768,468-35,684, ,410,799 Total freely transferable property, plant and equipment 561,668, ,046,287-38,848,335-40,282, ,584,641 The most significant changes of the financial year refer: as for the motorway infrastructure "in operation to the price review related to the construction works of the third lane of the A7 Motorway in the stretch between the Po bridge and the A21 Motorway financial statements Notes to the Consolidated Financial Statements

167 to the development of the toll systems on the entire network to the completion of the new junction of Rozzano on Tangenziale Ovest (West Orbital Road) and to the awarding of a speeding-up premium to the start of the renovation works of the building of the Agrate barrier to the third and last tranche of contribution paid to the Municipality of Sesto San Giovanni for environmental interventions" as for the motorway infrastructure "in progress and advances to the final planning and to the works for the carrying-out of stretch A, of the Orbital Road of Como and of the Orbital Road of Varese to the continuation of the works for the construction of the junction of Lambrate of Tangenziale Est (East Orbital Road) with connection to the Intermodal Centre of Segrate to the redevelopment of the last exit of Tangenziale Ovest (West Orbital Road) with the A1 Motorway junction to the start of the redevelopment works of the A7 Motorway and West Orbital Road handworks to the planning of the works for guardrail adaptation and lighting on Tangenziale Est (East Orbital Road) and on Tangenziale Nord (North Orbital Road) to the conclusion of the planning of the works for fixing up the Bereguardo-Pavia motorway link on A7 Motorway to the planning of noise barriers on the entire network to the planning for the redevelopment of the Milan barrier and of the Gropello tollbooth to the carrying out of the integrated traffic detection system (Information Superhighway) to a contribution paid to the Province of Milan for the carrying-out of the southeast orbital road of the variance of the Monza-Trezzo provincial road. The advances recognised to the suppliers at the time of signing the contracts were reclassified under the item "other receivables" of current assets. Decreases include the contribution disbursed by CAL for the Autostrada Pedemontana Lombarda S.p.A subsidiary (EUR 35,488,993) and the last tranche of the contribution, disbursed to the Parent Company during the financial year, by Fiordaliso S.p.A. for the carrying-out of the new junction of Rozzano (EUR 2,776,302). Information concerning grants paid by Public Bodies, yet to be collected after 31 December 2011, is stated below: GRANTS PAID BY PUBLIC BODIES (*) Road network for accessing the New Trade-faire Pole of Rho Pero. Stretch A junction - 1st and 2nd phase interventions Redevelopment of the junction of Lambrate of Tangenziale Est (East Orbital Road) and completion of the Road system for accessing the Intermodal Centre of Segrate Issuing body/company grant provided by the Agreement accrued until 31/12/2011 received until 31/12/2011 yet to be received as at 31/12/2011 ANAS S.p.A. 44,410,805 44,410,805 29,851,268 14,559,537 Municipality of Milan 13,735,240 11,210,236 1,310,000 12,425,240 Redevelopment of the junction of Lambrate of Tangenziale Est (East Orbital Road) and completion of the Road system for accessing the Intermodal Centre of Segrate Works for the construction of the junction of Tangenziale Ovest (West Orbital Road) with SS11 (State road) and SS33 (State road) (Molino Dorino) Lombard Region 27,197,570 8,485,596 3,294,966 23,902,604 Municipality of Milan 15,368,106 15,368,106 11,824,386 3,543,720 Pedemontana Lombarda Motorway Project CA.L. S.pA 1,245,000,000 56,515,991 50,087,259 1,194,912,741 Total grants paid by Public bodies 1,345,711, ,990,734 96,367,879 1,249,343,842 (*) grants are stated net of VAT, if applied financial statements Notes to the Consolidated Financial Statements

168 Finance costs of EUR 7,511,730 refer to incidental expenses borne for obtaining the loans intended for the works of the motorway infrastructure and relevant interest expense accrued during the financial year. With reference to the works in progress as at 31 December 2011, the contracting companies entered in the special site register reserves yet to be defined of EUR 120,047,790, EUR 79,645,106 of which referable to the work for the completion of the road network for assessing the Intermodal Centre of Segrate and related expansion of the junction of Lambrate. Property, plant and equipment were subject to monetary revaluation as shown in the following table: SUMMARY TABLE RELEVANT TO COMPANY ASSETS MOTORWAY INFRASTRUCTURE YEAR 31/12/2010 Changes 31/12/2011 Revaluation ex lege 576/ ,091,106-1,920 12,089,186 Revaluation ex lege 72/ ,223,137-9,922 35,213,215 Revaluation ex lege 413/ ,823, ,823,401 Revaluation ex lege 342/ ,456, ,456,790 TOTAL 172,594,434-11, ,582, financial statements Notes to the Consolidated Financial Statements

169 III Long-term investments 1) Investments The investments of the Group on 31 December 2011: LIST OF INVESTMENTS OWNED Company name Share Capital Amount Net asset value Previousyear's value % held Share par results Book value as at 31/12/2011 Portion of shareholder s' equity ASSOCIATED COMPANIES Tangenziali Esterne di Milano S.p.A. Milano - 27,929,990 74,014, , ,937,597 25,728,226 9,918,346 Via della Liberazione 18 Total associated companies 25,728,226 OTHER COMPANIES CIV S.p.A. Milan - Via Felice Casati 1A Autostrade Lombarde S.p.A. (*) Bergamo - Largo B. Belotti, 16 Società di progetto Brebemi S.p.A. (*)(**) Brescia - Via Somalia 2/4 S.A.Bro.M. S.p.A. Milan - Via Felice Casati 1A Consorzio Milano Sistema in liquidazione Milano - Corso di Porta Vittoria, 4 20,000,000 11,957,706-2,054, ,000, , , ,669, ,985, , ,000,000 13,012,505 13,168, ,000, ,510,115-4,571, ,889 1,371,500 1,253,932 25,000,000 24,152, , ,750,000 3,745,740 3,622, ,000 = = ,100 25,000 = Consorzio Autostrade Italiane Energia Roma - Via Alberto Bergamini ,112 = = ,607 1,549 = Confederazione Autostrade S.p.A. (*) Verona - Via Flavio Gioia 71 Aeroporto di Rivanazzano S.r.l. in liq. (*) Pavia - Via Mentana 27 Malpensa 92 Scrl in liquidation Tortona - Regione Ratto Tangenziale Esterna S.p.A. Milano - Via della Liberazione 18 Consorzio Tangenziale Engineering Milano - Via Gerolamo Vida 11 CSI - Consorzio Servizi Ingegneria Verona - Via Carlo Cattaneo 20 6,000,000 3,007,603-2,366, ,000,200 1,000, ,367 1,487, , , , , ,028 10,000 = = = 100,000,000 97,304,775-1,216, , , ,262 20,000 = = ,000 2,000 = 10,000 = = = Total other companies 20,525,367 TOTAL INVESTMENTS 46,253,593 (*) for these companies the last financial statements are those as at 31 December 2010 approved by their Shareholders' Meetings in For all the other companies, the last financial statements are those as at 31 December 2011, approved by their Administrative Bodies at the beginning of 2012 (**) as at 31 December 2011 the share capital amounts to EUR 180,000,000 following the formalisation of the share capital increase that as at 31/12/2010 was registered in "Reserve for payment for share capital increase". The other items remained unchanged financial statements Notes to the Consolidated Financial Statements

170 The breakdown of the value entered in long-term investments is shown in the following table: BREAKDOWN OF THE HISTORICAL VALUE AS AT 31/12/2010 Historical value Previous writedowns Reinstateme Previous nt of values revaluations Reinstatemen t of values Value as at 31/12/2010 Tangenziali Esterne di Milano S.p.A. 10,457,600-2,060,372 1,521, ,918,348 TOTAL ASSOCIATED COMPANIES 10,457,600-2,060,372 1,521, ,918,348 CIV S.pA 1,016, , , ,197 Autostrade Lombarde S.p.A. 13,312, , ,012,505 Società di progetto Brebemi S.p.A. 1,371, ,371,500 SABro.M. S.pA 3,750,000-4, ,745,740 Consorzio Milano Sistema in liquidation 25, ,000 Consorzio Autostrade Italiane Energia 1, ,549 Confederazione Autostrade S.p.A. 1,175, , ,000,000 A4 Holding S.p.A. (Serenissima) 70,548,358-11,054, ,493,580 Aeroporto di Rivanazzano S.r.l. in liq. 142, ,959 Malpensa 92 Scrl in liq Tangenziale Esterna S.p.A. 125, ,000 Consorzio Tangenziale Engineering 2, ,000 CSI - Consorzio Servizi Ingegneria TOTAL OTHER COMPANIES 91,472,052-11,703, , ,893,947 TOTAL INVESTMENTS 101,929,652-13,763,676 1,646, ,812,295 Changes in each investment in 2011 are shown below CHANGES IN INVESTMENTS Value as at 31/12/2010 Reclassifications /transfers Increases /purchases for the period Decreases /sales for the period Revaluations/Re instatements for the period Write-downs for the period Value as at 31/12/2011 Associated companies: Tangenziali Esterne di Milano S.p.A. 9,918, ,985, ,049 25,728,226 TOTAL ASSOCIATED COMPANIES 9,918, ,985, ,049 25,728,226 Other companies: CIV S.pA 973, ,197 Autostrade Lombarde S.p.A. 13,012, ,012,505 Società di progetto Brebemi S.p.A. 1,371, ,371,500 SABro.M. S.pA 3,745, ,745,740 Consorzio Milano Sistema in liquidation 25, ,000 Consorzio Autostrade Italiane Energia 1, ,549 Confederazione Autostrade S.p.A. 1,000, ,000,000 A4 Holding S.p.A. (Serenissima) 59,493,580-62,464,532 2,970, Aeroporto di Rivanazzano S.r.l. in liq. 142, ,959 Malpensa 92 Scrl in liquidation Tangenziale Esterna S.p.A. 125, , ,000 Consorzio Tangenziale Engineering 2, ,000 CSI - Consorzio Servizi Ingegneria TOTAL OTHER COMPANIES 79,893,947-62,464,532 3,095, ,525,367 TOTAL INVESTMENTS 89,812,295-62,464,532 19,081, ,049 46,253, financial statements Notes to the Consolidated Financial Statements

171 Increases for the period: of EUR 15,985,927 refer to the share capital increase of Tangenziali Esterne di Milano S.p.A. of EUR 2,970,952 refer to the share capital increase of A4 Holding S.p.A. of EUR 125,000 refer to the share capital increase of Tangenziale Esterna S.p.A. The write-downs for the period refer to Tangenziali Esterne di Milano S.p.A. in connection with the loss suffered in the financial statements as at 31 December The greater value entered in the financial statements, compared to the owned shareholders' equity, is due to the amounts subscribed and paid in relation to the share capital increase that is not yet concluded as at 31 December In June, the Company started the procedure for the transfer of the investment in A4 Holding S.p.A.; therefore, it was reclassified in current assets. Loans d) Loans to others Other long-term investments Value as at Value as at Change in % change 31/12/ /12/2010 value T.F.R. provision policies 7,336,805 7,453, , Guarantee deposits 721, , , Total loans to others 8,058,156 7,985,737 72, Securities 300, , Total 8,358,156 8,285,737 72, The policies concern the "employees' severance indemnity. The book value represents the overall loan claimed by the Parent Company as at 31 December 2011 with regard to the Ras and Ina Assitalia insurance companies. The "securities" item of EUR 300,000 consists of the securities account opened with the MPS bank by Autostrada Pedemontana Lombarda S.p.A. as a guarantee for the suretyship issued in favour of the Municipality of Solbiate Olona of EUR 500,000. CHANGES IN THE OTHER ASSET AND LIABILITY ITEMS AND MEMORANDUM ACCOUNTS C - WORKING CAPITAL I - Inventories Inventories Value as at Value as at Change in % change 31/12/ /12/2010 value Raw materials and consumables 2,132,849 2,225,950-93, Work in progress arising under construction contracts 2,680,724 1,982, , Total 4,813,573 4,208, , Inventories of raw materials and consumables refer to materials functional to maintenance and to the running of the motorway network (mainly road salt, fences, guardrails) financial statements Notes to the Consolidated Financial Statements

172 Inventories of work in progress arising under construction contracts refer to the progress of the planning works of Tangenziale Esterna di Milano and of the Broni-Mortara Motorway. II - Receivables Receivables Value as at Value as at Change in % change 31/12/ /12/2010 value Trade accounts receivable 51,020,655 48,927,516 2,093, From associated companies 4,034,489 20,014,972-15,980, From parent companies 871, ,867-11, Tax receivables 3,539,719 7,279,319-3,739, Deferred tax assets 2,974,830 1,012,684 1,962,146 = From others 11,673,184 7,675,359 3,997, Total 74,114,125 85,792,717-11,678, Trade accounts receivable includes: receivables deriving from interconnection relations (EUR 42,263,033), consisting of receivable transactions with interconnected motorway companies, receivables for the recovery of operating costs (EUR 3,522,225), referring to the receivables claimed with regard to Autostrade per l'italia S.p.A. for the recovery of the operating costs relevant to the Agrate and Terrazzano barriers, receivables for toll non-payment reports - T.n.p.r. (EUR 972,752) relating to the receivable for tolls still to be collected from the road users. Provisions for bad debts Value as at 31/12/2010 Utilisation for the period Residual amount after utilisation Provisions for the period Value as at 31/12/2011 Total 1,021, , , , ,594 "Receivables from associated companies" represent the receivable claimed from Tangenziali Esterne di Milano S.p.A. in relation to an interest-bearing loan granted to the associated company. Receivables from the parent company represent the receivable of the Group claimed from the A.S.A.M. S.p.A. company following the adoption of the national tax consolidation for the 2011 financial period and receivable related to the contract for the lease of the premises. Tax receivables mainly refer to the VAT receivable related to the payment of December 2011 financial year of the Parent Company (EUR 2,705,308). In 2011, as a result of the adoption of the VAT Group procedure, the Autostrada Pedemontana Lombarda S.p.A. subsidiary transferred to the Parent Company receivables totalling EUR 20,086,787. Moreover, the subsidiary transferred without recourse to Banca Popolare di Milano the VAT receivable accrued during 2010 amounting to EUR 6,324, financial statements Notes to the Consolidated Financial Statements

173 The change in receivables for deferred tax assets is shown in the following table: Deferred tax assets Amount of temporary differences Tax effect for IRES purposes (27.5%) Tax effect for IRAP purposes (3.9%) Total tax effect Amount of temporary differences Tax effect for IRES purposes (27.5%) Tax effect for IRAP purposes (3.9%) Total tax effect Impact to the income statement Gifts and entertainment ,168 2, ,565-2,565 Directors' fees 203,253 55, ,895 70,861 19, ,488 36,407 Provision for risks and charges (for IRES purposes) Provision for risks and charges (for IRAP purposes) 2,767, , ,987 1,602, , , ,362 2,767, , , , ,915 24,915 83,007 Use of renovation fund 5,949,393 1,636, ,636, , , ,185 1,506,898 Motorway infrastructure 1,318, ,529 51, ,943 1,260, ,733 49, ,906 18,037 Total 2,815, ,335 2,974, ,277 74,407 1,012,684 1,962,146 The other receivables item mainly refers to the receivable from the Municipality of Milan for invoices issued in connection with contributions related to the works (EUR 8,334,312): the carrying out on Tangenziale Ovest (West orbital road) of the junction at km with State roads S.S. 11 and S.S. 33 (Molino Dorino); redevelopment of the junction of Lambrate of Tangenziale Est (East Orbital Road) and completion of the road system for accessing the Intermodal Centre of Segrate In April, another interest-free loan was granted of EUR 166,666 to Società Confederazione Autostrade S.p.A. Pursuant to paragraph 6 of Article 2427, the only recoverable receivable over five years is entered in the item "deferred tax assets" and it is related to deferred tax assets calculated on the allocations of renovation fund and non-deducted for tax purposes. LOANS, WITH A DURATION OF MORE THAN FIVE YEARS, BROKEN DOWN BY MATURITY RECEIVABLES Within 12 months Over 12 months Over 5 years Total 4-ter) Deferred tax assets 0 888, ,618 1,636,083 Total 0 888, ,618 1,636,083 It should also be noted that all the receivables, given the activity carried out by the Group and the geographical area of operations, concern national subjects. III - Short-term investments 4) Other investments LIST OF INVESTMENTS OWNED Company name OTHER COMPANIES Share Capital Amount (*) Net asset value (*) Previous-year's results % held Share par value Book value as at Portion of 31/12/2011 shareholders' equity Verona - Via Flavio 108,450, ,754,062-24,959, ,324,517 46,498,150 25,716,231 Gioia 71 Total other companies 46,498,150 TOTAL INVESTMENTS 46,498,150 (*) The last approved financial statements are dated 31 December As at 31 December 2011, after the recording of share capital increase, Shareholders' equity amounts to EUR 523,789, financial statements Notes to the Consolidated Financial Statements

174 CHANGES IN INVESTMENTS Other companies: Value as at 31/12/2010 Reclassifications/transfers Increases /purchases for the period Decreases /sales for the period Revaluations/Reinstatements for the period Write-downs for Value the period as 12/2010 A4 Holding S.p.A. (Serenissima) TOTAL OTHER COMPANIES TOTAL INVESTMENTS 0 62,464, ,966, ,464, ,966, ,464, ,966,382 46,498,150 46,498,150 46,498,150 On 10 June 2011, the Board of Directors resolved to transfer the investment in A4 Holding S.p.A.; therefore, since the company is no longer interested in the permanent maintenance of the investment, it was reclassified under current assets. The investment was written down by EUR 15,966,382 in order to adjust the value entered in the financial statements, as provided by the accounting policy, at the book value or market-to-market value, whichever lower. In order to identify this last amount, the average value of all the purchase events appeared on the market after the approval of the financial statements as at 31 December 2010, or throughout 31 December 2011 was taken as reference In particular, the aforesaid evaluation was formulated exclusively on the basis of the "comparable transactions" method, without other strategic, industrial and negotiating considerations, as in the prior financial statements. In fact, in the light of the above, the reasons for the up-side previously assumed fell short, given the strategic role of the share held by the Parent Company in the investee for the purposes of balance of public and private shareholders in the company governance. IV - Cash Cash Value as at Value as at Change in % change 31/12/ /12/2010 value Bank and post office deposits 36,913,350 57,143,465-20,230, Cash and cash assets 369, ,333-26, Total 37,283,125 57,539,798-20,256, Cash includes bank and post office deposits of EUR 36,913,350, and inventories recognised as at 31 December on amounts available on post office giro accounts and contextual collections relevant to tolls. "Cash and cash assets" of EUR 369,775 represents the funds made available to the premises and to the motorway stations of the Parent Company to meet the operational requirements of the collectors. D - ACCRUED INCOME AND PREPAID EXPENSES Prepaid expenses Value as at Value as at Change in % change 31/12/ /12/2010 value Prepaid expenses 2,667,721 3,231, , Total 2,667,721 3,231, , financial statements Notes to the Consolidated Financial Statements

175 Prepaid expenses mainly result from those relevant to the Polifore Agreement (EUR 2,062,863) signed by the Parent Company in 2002 with the Telecom Italia S.p.A. company for the ordinary and extraordinary maintenance of the network in optical fibre present on their motorway sections and for the exclusive purchase of another facility intended for optical fibres. These costs shall be charged pro-rata for each financial period until the expiry of the Agreement (31 December 2018). With the exception of the "Polifore Agreement", all other deferrals will close within the next financial year. PREPAID EXPENSES, WITH A DURATION OF MORE THAN FIVE YEARS, BROKEN DOWN BY CATEGORY PREPAID EXPENSES Within 12 Over 12 months Over 5 years Total months Polifore Agreement 295,271 1,178, ,928 2,062,863 Total 295,271 1,178, ,928 2,062,863 A - SHAREHOLDERS' EQUITY The changes in each item of the Shareholders' equity are shown below: CHANGES IN THE SHAREHOLDERS' EQUITY ITEMS Value as at 31/12/2009 Allocation of the profit and loss Increases for the period for the period Decreases for the period Value as at 31/12/2010 Allocation of the profit and loss Increases for the period for the period Decreases for the period Value as at 31/12/2011 Other allocations Dividend distribution Other allocations Dividend distribution I - Share capital 93,600, ,600, III - Revaluation reserve IV - Legal reserve 16,256,831 1,719, ,976,439 1,187, ,164,061 VII - Other reserves: Extraordinary reserve 203,581,368 10,712, ,293, , ,898,237 Taxed reserve 288, , ,581 Third-party contributions 3,721, ,721, ,721,777 Tied-up reserve for delayed investments Consolidation reserve VIII - Retained earnings (accumulated losses) 15,185, ,185, ,185,000 1,256, ,256, , , ,256,990-25, , , ,351,380 IX - Profit for the period 34,876,597-12,916,597-21,960,000 24,227, ,227,610-2,267,610-21,960,000 17,417, ,417,757 Total Group shareholders' equity Minority interests in capital and reserves Total Consolidated shareholders' equity 367,928, ,960,000 25,484,600-1,282, ,170, ,960,000 17,417, ,627,293 19,172, ,492, ,665, ,482 58,676, ,101, ,960,000 65,977,406-1,282, ,835, ,960,000 17,417, , ,303,432 The Share Capital of EUR 93,600,000, fully subscribed and paid, is represented by 180,000,000 ordinary shares with a par value of Euro 0.52 per share. The Legal reserve increased compared to 31 December 2010 due to the allocation of 5% of the net profit achieved by the Parent Company at the end of the previous financial year financial statements Notes to the Consolidated Financial Statements

176 The Extraordinary reserve increased compared to 31 December 2010 due to the allocation of part of the net profit achieved by the Parent Company at the end of the 2010 financial year. The Reserve for retained earnings (accumulated losses) increased compared to the 2010 financial year, due to the allocation of the consolidation profits of the Group. Minority interests in capital and reserves amounts to EUR 58,676,139. The decrease compared to the 2010 financial year refers to the loss for the period pertaining to third parties. RECONCILIATION STATEMENT BETWEEN THE SHAREHOLDERS' EQUITY OF THE PARENT COMPANY AND THE CONSOLIDATED SHAREHOLDERS' EQUITY Description Shareholders' Net result equity Shareholders' equity and statutory result 366,633,613 17,028,082 Consolidation adjustments 3,664,614 2,313,234 Reversal of revaluation of investments -2,747,375 0 Pro-rata share of profit of subsidiary companies (net of distributed dividends) -1,923,559-1,923,559 Total Group shareholders' equity and results 365,627,293 17,417,757 Third-party shareholders' equity and results 58,676, ,482 Shareholders' equity and results of the consolidated financial statements 424,303,432 16,428,275 B - PROVISIONS FOR RISKS AND CHARGES 2) Provisions for taxes, including deferred taxes Deferred tax liabilities Amount of temporary differences Impact to the Total tax income effect statement Tax effect for IRES purposes (27.5%) Tax effect for IRAP purposes (3.9%) Amount of temporary differences Tax effect for IRES purposes (27.5%) Tax effect for IRAP purposes (3.9%) Total tax effect Financial leases Head office capital gains 1,353, ,162 52, ,942 1,214, ,881 47, ,231 43,711 3,900,024 1,072, ,072,507 5,200,032 1,430, ,430, ,502 Total 1,444,669 52,779 1,497,449 1,763,890 47,350 1,811, ,791 3) Other provisions Other provisions Value as at 31/12/2010 Utilisation for the period Provisions for the period Value as at 31/12/2011 Provision for renovation 42,082,475-22,558,397 20,844,181 40,368,259 Provision for risks and charges 1,609, ,414 2,149,367 2,774,927 Total 43,692,449-23,542,811 22,993,548 43,143,186 The value of the provision for renovation (provision for recovery or replacement of freely transferable assets) refers to the financial statements Notes to the Consolidated Financial Statements

177 covering of costs for future maintenances, as already expressed in the measurements bases. With regard to the item "Provision for risks and charges", an amount of EUR 1,683,000 was set aside, as requested by Anas, related to the financial benefits obtained following the delayed investments approved with the Agreement of 1999, as re-scheduled in the current Agreement. The amount was also adjusted in connection with the risk of having to acknowledge the increase in state fees for water requested by the Lombardy Region. The use refers to charges set aside in the previous financial year in connection both with the renewal of the national labour contract of the Parent Company signed on 4 August and the dispute existing as at 31 December 2010 with workers of the Parent Company employed with fixed-term contracts (the so-called seasonal workers). C - EMPLOYEE SEVERANCE INDEMNITY Employee Severance Indemnity fund Value as at 31/12/2010 Uses for the period Residual amount after utilisation Provisions for the period Value as at 31/12/2011 Total 12,711, ,248 12,032, ,084 12,614,060 It correspond to the amount payable to employees accrued and revalued annually, hired before 2007 by the Parent Company and to all the active employees of the other companies of the Group as at 31 December D - PAYABLES PAYABL ES Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Payables to banks 292,071, ,362,413 65,709, Payables to other lenders 29,250,648 30,523,673-1,273, Advances 2,354,165 1,092,784 1,261,381 = Trade accounts payable 93,100,804 75,745,622 17,355, Payables to parent companies 3,096,718 4,452,279-1,355, Tax payables 1,222,040 1,621, , Payables to social security institutions 3,370,180 2,971, , Other payables 26,672,037 32,216,860-5,544, Total 451,138, ,986,045 76,152, financial statements Notes to the Consolidated Financial Statements

178 Payables to banks is broken down according to whether it is due within or over the next financial year: Payables to banks within the financial year - for long-term loans Value as at 31/12/2011 Value as at 31/12/2010 Change in value % change Banca Intesa ,797,186-8,797,186 = Banca Infrastrutture Innovazione e Sviluppo 12,500,000 12,500,000 0 = within the financial year- for short-term loans Unicredit (maturity 31/03/2012 then extended to 30/6/2012) 20,000, ,000,000 = Bridging loan 34,571, ,571,081 = Other payables to banks 496 2,565,227-2,564, Total within the financial year 67,071,577 23,862,413 43,209,164 = over the next financial year - for long-term loans Unicredit - Banca Impresa S.p.A. (maturity 19/01/2012) 0 45,000,000-45,000,000 = Banca Infrastrutture Innovazione e Sviluppo 75,000,000 87,500,000-12,500, Centrobanca/Banca Popolare di Verona 90,000,000 70,000,000 20,000, Banca Nazionale del Lavoro/Monte Paschi di Siena 60,000, ,000,000 = Total over the financial year 225,000, ,500,000 22,500, Total 292,071, ,362,413 65,709, During the financial year, the Parent Company repaid the following medium to long-term loans: loan taken out with Banca Intesa 1997/2001 of EUR 8,797,186 euro, paid-off as follows loan signed with B.I.I.S. in 2008 of EUR 12,500,000, for which principals are paid as from the current financial year. On 13 January 2011, the last tranche of 20 million was disbursed of the loan of 90 million signed with Centrobanca/Banca Popolare di Verona. Always on 13 January 2011 and on 21 February 2011 the first two portions, both of 30 million, were disbursed, related to the loan of 150 million signed with Banca Nazionale del Lavoro/Monte dei Paschi di Siena. The amortisation of these two loans, signed in December 2010, will start in With regard to short-term loans, on 23 December 2011, the Parent Company re-negotiated with Unicredit Banca d'impresa S.p.A. a revolving credit line for financial advances totalling 20 million with maturity 31 march 2012, with the possibility of renewal until 30 June The previous revolving credit line of 50 million, used for 37.5 million, was closed with the new advance. With reference to the available lines with a duration of more than 24 months, on 31 December 2011, the Company has 140 million credit lines, consisting of 90 million of the residual 15-year loan and 50 million related to the 7-year revolving line. On 18 May 2011, Autostrada Pedemontana Lombarda S.p.A. signed a bridging loan contract of EUR 200 million with a pool of Italian banks, which were entrusted at the same time with the task of arrangers in relation to the structuring of the project loan of about 3 billion required for the carrying out the work. On 29 July, the Parent Company reached an agreement to pledge, in favour of secured creditors, the shares held in Autostrada Pedemontana Lombarda S.p.A., which guarantees all the payment obligations of the subsidiary towards some or all secured creditors, deriving, also in the future and for any reason, from the bridging loan contract and/or from other financial documents. During the financial year, in relation to the granted bridging loan, the amount of EUR 34,751,081 was granted. "Payables to other lenders" refer to the payable contracted with UBI Leasing for the purchase of the new registered office financial statements Notes to the Consolidated Financial Statements

179 by means of a financial lease contract. The residual debt is broken down according to the collectability of the Parent Company: Payables to other lenders Value as at Value as at Change in % change 31/12/ /12/2010 value UBI leasing 1,312,871 1,273,025 39, Total within the financial year 1,312,871 1,273,025 39, UBI leasing 27,937,777 29,250,648-1,312, Total over the next financial year 27,937,777 29,250,648-1,312, Total 29,250,648 30,523,673-1,273, "Advances" refers to the amounts invoiced by Milano Serravalle Engineering S.r.l. to the Consorzio Tangenziale Engineering and to SABro.M. S.pA. Trade accounts payable, mainly accrued by the subsidiary Autostrada Pedemontana Lombarda S.pA, are basically referable to expenses for planning and carrying out works related to the pertaining motorway sections. The item also includes payables for expropriation of EUR 8,302,139. The most significant amount is towards the General Contractor, for the carrying out of the first part of Autostrada Pedemontana Lombarda, whose amount falling due within the next financial year totals EUR 25,239,753; the portion falling due within the next financial year, consisting of deductions for execution and for insurance obligations, amounts to EUR 13,181,020. Payables to parent companies refer to the transfer of the payable for IRES purposes of the Parent Company to the ASAM S.p.A. company, following the adoption of the national tax consolidation. Tax payables refer to the payables to the tax authority relevant to the withholding taxes on income from permanent employment and self-employment for December 2011 and to Irap payables. Payables to social security institutions represent the payable to social security institutions accrued in December 2011 and paid in January 2012 in addition to provisions for social security charges accrued as at 31 December "Other payables" includes: payables for the license and sub-license fee concerning the orbital roads of Milan and the A7 motorway (EUR 5,020,138) payables accrued as at 31 December 2011 with regard to the employees (EUR 3,667,187) payables to shareholders for dividends to be paid (EUR 8,169,120). Pursuant to paragraph 6 of Article 2427 of Italian Civil Code, payables with a residual duration of more than five years are shown. There are no payables secured by collateral on assets. PAYABLES, WITH A DURATION OF MORE THAN FIVE YEARS, BROKEN DOWN BY MATURITY PAYABLES Within 12 Over 12 months Over 5 years Total Payables to banks months 12,500, ,000, ,000, ,500,000 Payables to other lenders 1,312,871 5,675,481 22,262,296 29,250,648 Total 13,812, ,675, ,262, ,750,648 It should also be noted that all the payables of the financial statements, given the activity carried out by the Group and the geographical area of operations, concern national subjects financial statements Notes to the Consolidated Financial Statements

180 E - ACCRUED EXPENSES AND DEFERRED INCOME Accrued expenses and deferred income Value as at Value as at Change in % change 31/12/ /12/2010 value Accrued expenses 34, ,737-79, Deferred income 8,891,443 8,387, , Total 8,925,678 8,501, , The portion of deferred income with a duration of more than five years amounts to EUR 8,344,324 broken down as shown in the table below: DEFERRED INCOME, WITH A DURATION OF MORE THAN FIVE YEARS, BROKEN DOWN BY CATEGORY DEFERRED INCOME Within 12 months Over 12 months Over 5 years Total Deferred income 801,731 3,207,137 4,335,456 8,344,324 Total 801,731 3,207,137 4,335,456 8,344,324 For what concerns "deferred income" that, according to the matching principle, covers several financial years as broken down in the table, those deriving from three Agreements signed by the Parent Company are pointed out: the "Service Area Renovation Agreement", relevant to the contributions related to construction paid by the oil companies in connection with the renovation of the Service Areas, which are allocated to the Income Statement in accordance with the period of validity of the agreements entered into with the companies; the "Metroweb Agreement", signed with the Metroweb S.p.A. company, maturity on 31 December 2018 and concerning the use of our optical fibres, for which a payment was advanced, whose pro-rata share is allocated to the Income Statement; the "Paullo junction Agreement", signed with the Municipality of Milan, maturity on 31 October 2028, covering the maintenance expenses that will be borne for the maintenance of the work; the Fiordaliso junction Agreement, signed with the Fiordaliso S.p.A, maturity on 31 October 2028, covering the maintenance expenses that will be borne for the maintenance of the work financial statements Notes to the Consolidated Financial Statements

181 MEMORANDUM ACCOUNTS Sureties to third parties Sureties to third parties Value as at Value as at Change in % change 31/12/ /12/2010 value in favour of the Italian Railways 51,646 51,646 0 = in favour of Simgas 1,033 1,033 0 = in favour of ATI Brebemi 308, ,972 0 = in favour of the Public Real Estate Registry Office 12,366 12,366 0 = in favour of S.A.Bro.M. 8,942,820 7,742,820 1,200, in favour of the Municipality of Sesto San Giovanni 37,175 37,175 0 = in connection with works carried out 160, ,111 0 = in favour of ANAS - Efp guarantee 61,585,000 64,713,000-3,128, in favour of the Province of Como 696, ,964 0 = in favour of the Municipality of Solbiate Olona 500, ,000 0 = rental of the Pedemontana premises 300, ,000 0 = rental of the Engineering premises 0 12,500-12, in favour of CAL - motorway construction 55,097, ,097,811 = Total 127,693,898 74,536,587 53,157, Commitments for lease agreements Commitments for lease agreements Value as at Value as at Change in % change 31/12/ /12/2010 value Operating lease for cars and office machines 226, ,307 44, Total 226, ,307 44, financial statements Notes to the Consolidated Financial Statements

182 COMMENTS TO THE ITEMS IN THE INCOME STATEMENT A - VALUE OF PRODUCTION A1) Revenues from sales and services Revenue from sales and services Change in % change value A ) Toll revenues 216,322, ,230,068 11,092, B - Income from Service Area licenses 7,205,071 4,444,745 2,760, C - Engineering 105,750 45,725 60, Total 223,633, ,720,538 13,912, Toll revenues, shown in the financial statements gross of the "additional license fee" in favour of Anas, are broken down as follows: The increase for the period is mainly due to the increase of the additional license fee, to the charge of the road users, following a first change in July 2010 and a second in January The toll revenues also benefit from the increase in tariffs recognised by Anas as from January 2011 of 1.53%. With regard to traffic performance, down compared to the previous financial year, reference is made to the Management Report. Toll revenues are recorded net of trade discounts applied to the users of EUR 916,854 (EUR 922,952 in 2010). With regard to the income deriving from the sub-concessions of the service areas of the Parent Company, the increase reported is due to the settlement agreement signed during the year with a leading oil company, which increased the royalties on oil sales, as from 1 January Engineering is related to services rendered to Consorzio Tangenziale Engineering by Milano Serravalle Engineering S.r.l. A3) Change in inventories of work in progress Change in inventories of work in progress Change in % change value C- Engineering 697,937 1,110, , Total 697,937 1,110, , Changes in inventories of work in progress refers to the production during the financial year of the planning of Tangenziale Esterna di Milano (External Orbital Road of Milan) and of the Broni-Mortara Motorway carried out by Milano Serravalle Engineering S.r.l. 4) Own work capitalised Own work capitalised Change in % change value Capitalised costs 3,648,826 3,222, , Capitalised interests 4,493,797 1,218,042 3,275,755 = Total 8,142,623 4,440,588 3,702,035 = The item refers to the capitalisation of costs borne during the financial year (labour costs, costs for services and other expenses) supporting the carrying out of planning and works and of interest expenses on loans for carrying out new works financial statements Notes to the Consolidated Financial Statements

183 5) Other revenues and income Other revenues and income Change in % change value Recovery of Agrate/Terrazzano operating costs 5,183,871 4,357, , Recovery from insurance companies for damages caused to the motorway infrastructure 844,381 1,058, , Income from licensing of telecommunication facilities 411, ,437 0 = Recovery related to works 628, ,901 96, Operating income of interconnected network 549, ,849 8, Rentals income 314, ,315 37, Intercompany relations 50,975 60,871-9, Sundry recovery 808, , , Gains on disposal of assets 177,968 18, ,419 = Revenues from advertising 92,425 78,043 14,382 = Extraordinary income 890,837 1,377, , Other revenues and income 185, ,343-83, Total others 10,137,361 9,650, , Operating grants 0 141, , Total 10,137,361 9,792, , The item "other revenues", basically in line with the prior financial year, shows a greater recovery of operating costs of the barrier of Agrate. Pursuant to paragraph 10 of Article 2427 of the Italian Civil Code, it is specified that, given the type of activity carried out by the Company, all revenues for the period are due to activities carried out on the national territory. B - COSTS OF PRODUCTION 6) Costs of raw materials, consumables and merchandise Costs of raw materials, consumables and merchandise Change in % change value Total 1,390,576 2,581,976-1,191, financial statements Notes to the Consolidated Financial Statements

184 7) Costs for services Costs for services Change in % change value Changes to the motorway infrastructure 10,758,007 13,696,502-2,938, Collection charges 6,490,238 6,505,230-14, Expenses for users 3,864,869 3,081, , Toll processing 655,200 1,365, , Legal, administrative and technical consultancy 2,865,959 3,040, , Directors' and Statutory Auditors' fees 1,472,080 1,143, , Work assignment 581, , , Maintenance expenses for non-transferable assets 701, , , Sundry insurance 1,731,595 1,650,009 81, Additional labour costs 1,620,026 1,885, , Advertising expenditure 404, , , Expenses for tender procedures 155, ,651-66, Other costs for the period 4,308,765 4,851, , Total 35,609,761 39,745,477-4,135, Costs are mainly attributable to the Parent Company; the decrease in costs for winter interventions and the increase in consumption of electricity due to the new public lighting systems on the motorway and to increase in tariffs are reported. In accordance with the laws in force, the amount of the fees acknowledged to the members of the Board of Directors, Board of Statutory Auditors and to the independent auditing firm is shown. Directors' fees 579,719 Auditors' fees 892,361 Independent auditors fees 91,380 8) Costs for the use of third party assets Use of third party assets Change in % change value Renting of offices and parking spaces 388, ,216-70, Car rental fees 1,059, , , Office machine and equipment rentals 22, , , Rental for the use of optical fibres 140, ,607 0 = Lease payments 114,211 83,039 31, Total 1,725,343 1,581, , financial statements Notes to the Consolidated Financial Statements

185 9) Costs for personnel Costs for personnel Change in % change value Wages and salaries 33,260,996 32,262, , Social-security contributions 10,207,823 9,992, , Employee Severance Indemnity 2,554,185 2,416, , Other costs 741, ,508 48, Total 46,764,216 45,363,490 1,400, The increase in labour cost of 3.09% is due to: the increase in average workforce of Milano Serravalle Engineering S.r.l. (+ 6.2 units) and of Autostrada Pedemontana Lombarda S.p.A) (+ 7 units), reduction in the average number of employees of the Parent Company ( units), increases due to contract renewal of the Parent Company, increases due to remuneration trends, increases in terms of redundancies with incentives of the Parent Company. Average number of employees Change Managers Employees Part-Time employees Shift employees Part-Time shift employees Workers Total permanent Temporary Grand total ) Amortisation, depreciations and write-downs Amortisation, depreciations and write-downs Change in % change value Amortisation of intangible fixed assets 857, , , Depreciation of property, plant and equipment: freely transferable assets (financial amortisation allowance) non-transferable assets (economic depreciation allowance) 40,282,000 39,355, , ,198,534 1,731, , Total 42,480,534 41,086,755 1,393, Allowance for credit losses 232, , , Total 43,570,322 42,549,796 1,020, financial statements Notes to the Consolidated Financial Statements

186 The depreciation of assets freely transferable by the Parent Company represents the financial amortisation allowance recorded in the Financial Plan contained in the current model Agreement, which is calculated in accordance with capitalised borrowing costs, revaluations carried out and net of capital grants. The allowance for credit losses is ascribable to the provisions for bad debts, as already commented in Receivables, allocated in order to state in the financial statements the receivables at estimated realisable value. 11) Changes in inventories Change in inventories Change in % change value Change in inventories -100, , , ) Provisions for risks and charges Provisions for risks and charges Change in % change value Total 2,149,367 1,504, , The provision, entirely ascribable to the Parent Company, was adjusted to take account of risks and charges recorded at the end of the reporting period as specified commenting on the item of the relevant provision. It is reaffirmed how this year also includes the portion of EUR 1,683,000 requested by Anas from the Parent Company in connection with the financial benefits accrued on the delays accumulated on the reformulated time schedule of the investments approved in the agreement of ) Other provisions Other provisions: to the provision for renovation Change in % change value Total 20,844,181 18,571,136 2,273, The amount set aside in the 2011 financial year by the Parent Company aligns the value of the provision with the future maintenances expected in the financial plan and allows to return the motorway in good working order upon expiry of the concession. 14) Sundry operating expenses Sundry operating expenses Change in % change value License and sub-license fees 5,020,138 4,843, , Additional license fee 23,275,178 13,663,193 9,611, Membership fees 390, ,516 28, Donation 79, , , Credit losses 0 606, ,544 = Taxes 258, ,229-58, Losses on disposal of assets 23,731 2,178 21,553 = Other costs 901,973 1,013, , Total 29,949,133 21,200,730 8,748, financial statements Notes to the Consolidated Financial Statements

187 The item mainly refers to the additional license fee introduced with Italian Law 102/2009 replacing the abolished extra charge that as already commented in Revenues from sales and services" recorded a considerable increase compared to the previous financial year. In pursuance of Article 15, paragraph 4, letter b of Italian Law 122/2010, this fee, compared to the one in force as at 31 December 2010, increased from 4 to 6 thousandth of EUR by vehicle/km for A and B vehicle classes and from 12 to 18 thousandth for the vehicle classes. C - FINANCE INCOME AND COSTS Finance income Change in % change value 15) Income from investments 0 523, ,682 = 16a) Income from loans entered as fixed assets 235, ,504 37, c) Income from securities recorded as current assets 41, ,187 = 16d) Income other than the above: - from associated companies 239,908 14, ,936 = - other 1,371, ,954 1,122,242 = Total 1,887, , , ) Other finance income a) from loans entered as fixed assets They refer to income accrued on insurance policies signed with reference to the "Employee Severance Indemnity". c) from securities entered in the working capital They refer to realised gains on sale-repurchase agreements. d) income other than the previous They refer to interests accrued on bank accounts and post office giro accounts of the companies of the Group and interests accrued on loans granted to the Tangenziale Esterna di Milano S.p.A. associate. 17) Interests and other finance costs: Finance costs Change in value Other: % change Interests on loans 10,344,694 3,598,608 6,746,086 = Interests on financial leases 939, , , Sundry interests and finance costs 299, , , Total 11,583,833 5,145,113 6,438,720 = This item includes interests for the period accrued both on long-term loans and on short-term loans. A portion of EUR 4,493,797 was capitalised on the value of the works relevant to the motorway infrastructure not yet in operation. The increase is substantially related to the increase in indebtedness both of the Parent Company and of Autostrada Pedemontana Lombarda S.p.A. The item also includes finance costs for the transfer without recourse of the VAT receivable accrued until 31 December 2010 by Autostrada Pedemontana Lombarda S.p.A financial statements Notes to the Consolidated Financial Statements

188 D - IMPAIRMENT OF FINANCIAL ASSETS Impairment of financial assets Change in % change value Write-down of investments 16,142,431 11,262,393 4,880, Total 16,142,431 11,262,393 4,880, ) Write-down of investments This item includes the write-down of the subsidiary Tangenziali Esterne di Milano S.p.A. for the portion attributable to the loss as at 31 December 2011 and the write-down of the investment in A4 Holding S.p.A., as commented in the item Short-term investments. E EXTRAORDINARY INCOME AND EXPENSES Extraordinary income and expenses Change in % change value Income 14,120 6,543,513-6,529,393 = Expenses -28, , ,426 = Total -14,732 6,132,235-6,146,967 = INCOME TAXES Current income taxes were allocated in accordance with currently effective tax rates and regulations in force, on the basis of a realistic forecast of the "taxable income", calculated also in relation to costs and charges non-deductible for tax purposes and/or with a limited deductibility. 22) Current and deferred income taxes for the financial year: Income taxes Change in % change value IRES 17,134,976 15,275,190 1,859, IRAP 4,217,098 4,149,175 67, Income from tax consolidation -648, , , Total current taxes 20,703,422 18,882,395 1,821, Deferred tax assets -1,962, ,835-1,480,311 = Deferred tax liabilities -313,791 1,658,703-1,972,494 = Deferred tax assets/liabilities -2,275,937 1,176,868-3,452,805 = Total 18,427,485 20,059,263-1,631, financial statements Notes to the Consolidated Financial Statements

189 OBLIGATIONS PURSUANT TO ARTICLE 2497-bis OF THE ITALIAN CIVIL CODE In order to carry out the advertising obligations set forth in Article 2497 bis of the Italian Civil Code, the Company is subject to management and coordination by the Province of Milan. BALANCE-SHEET ACCOUNT SUMMARY OVERVIEW OF REVENUES REVENUES INITIAL FORECASTS FINAL FORECASTS % OF DEF. ACCRUING ASSESSMENTS COLLECTIONS % OF REAL. ACCRUING RESIDUAL AMOUNTS KEPT RESIDUAL AMOUNTS COLLECTED Title I - Tax revenues 292,373, ,266, ,250, ,097, ,153,263 41,775,660 37,605, ,170,199 Title II - Rev. from contr. and curr. transf. from 135,223, ,698, ,907,724 70,680, ,227, ,136,063 24,727, ,408,698 Bodies Title III - Extra-tax revenues 49,745,904 55,801, ,403,641 24,107, ,296,188 63,270,048 25,282, ,987,382 Title IV - Revenues from cap. trans. and cred. 176,778, ,928, ,927, ,051, ,876, ,919, ,005, ,914,186 coll. TOTAL FINAL REVENUES 654,120, ,695, ,489, ,936, ,553, ,101, ,621, ,480,465 Title V - Revenues from taking out of loans 53,847,645 72,906, ,382,544 52, ,330, ,608,616 28,832, ,775,667 Title VI - Revenues from services on behalf of 87,010,000 91,905, ,283,084 42,056, ,226,294 4,130, , ,718,645 third parties TOTAL 794,978, ,507, ,155, ,046, ,109, ,840, ,865, ,974,777 Administration surplus 0 6,857,623 Cash in hand as at 1 January 154,791,160 OVERALL TOTAL OF REVENUES 794,978, ,365, ,155, ,046, ,109, ,631, ,865, ,974,777 % OF REAL. REMAINING financial statements Notes to the Consolidated Financial Statements

190 EXPENSES INITIAL FORECASTS FINAL FORECASTS % OF DEF. SUMMARY OVERVIEW OF EXPENSES ACCRUING COMMITMENTS including expenses related to revenues PAYMENTS % OF REAL. ACCRUING RESIDUAL AMOUNTS Title I - Operating expenses 436,610, ,605, ,185,888 92,918, ,194, ,990, ,759,618 93,689, ,070,128 Title II - capital expenditures 235,205, ,752, ,235, ,128,428 55,949, ,286, ,045,329 84,277, ,767,365 TOTAL FINAL EXPENSES 671,815, ,358, ,421, ,047, ,144, ,277, ,804, ,967, ,837,493 Title III - Expenses for loan 36,153,056 36,100, ,090, ,090, Title IV - Expenses for 87,010,000 91,905, ,283, ,092, ,190,781 16,633,745 15,695, ,915 services on behalf of third TOTAL parties 794,978, ,364, ,795, ,047, ,326, ,468, ,438, ,663, ,775,408 Administration surplus OVERALL TOTAL OF EXPENSES 794,978, ,364, ,795, ,047, ,326, ,468, ,438, ,663, ,775,408 KEPT RESIDUAL AMOUNTS PAID % OF REAL. REMAINING financial statements Notes to the Consolidated Financial Statements

191 COMPOSITION OF THE GROUP AS AT 31 DECEMBER 2011 CONSOLIDATED INVESTMENTS COMPANY NAME ACTIVITIES SHARE CAPITAL INVESTMENT DIRECT INDIRECT Other Serravalle % Companies % REPORTING DATE LINE-BY-LINE CONSOLIDATION Autostrada Pedemontana Lombarda S.p.A Milan - Piazza della Repubblica 32 Milano Serravalle Engineering S.r.l. Assago - Via del Bosco Rinnovato 4b Motorway concession 200,000, /12/2011 YES Engineering services /12/2011 YES UNCONSOLIDATED INVESTMENTS COMPANY NAME ACTIVITIES SHARE CAPITAL ASSOCIATED COMPANIES DIRECT Serravalle % INVESTMENT INDIRECT Other Companies % VALUE ASSIGNED IN THE CONSOLIDATED FINANCIAL STATEMENTS Tangenziali Esterne di Milano S.p.A. Milano - Via della Liberazione 18 OTHER COMPANIES Motorway concession 27,929, Shareholders' equity 25,728,226 CIV S.p.A. Milan - Via Felice Casati 1A Autostrade Lombarde S.p.A. Bergamo - Largo Belotti, 16 Società di progetto Brebemi S.p.A. Brescia - Via Somalia 2/4 Sabrom S.p.A. Società Autostrada Broni- Mortara S.p.A. Milan - Via Felice Casati 1A Consorzio Milano Sistema in liquidation Milano - Corso di Porta Vittoria, 4 Consorzio Autostrade Italiane Energia Roma - Via A. Bergamini, 50 Confederazione Autostrade S.p.A. Verona - Via Flavio Gioia 71 Aeroporto di Rivanazzano in liquidation Pavia - Via Mentana 27 Malpensa 92 S.c.r.l. in liquidation Tortona - Regione Ratto Tangenziale Esterna S.p.A. Milano - Via della Liberazione 18 Consorzio Tangenziale Engineering Milan - Via Gerolamo Vida 11 CSI - Consorzio Servizi Ingegneria Verona - Via Carlo Cattaneo 20 OTHER COMPANIES POSTED UNDER CURRENT ASSETS A4 Holding S.p.A. (Serenissima) Verona - Via Flavio Gioia 71 Integrated quick 20,000, Purchase cost* 973,197 connections Motorway concession 178,669, Purchase cost* 13,012,505 Planning 180,000, Purchase cost* 1,371,500 Planning 25,000, Purchase cost* 3,745,740 Consortium fund 100, Purchase cost* 25,000 Consortium fund 107, Purchase cost* 1,549 Construction of motorways 6,000, Purchase cost* 1,000,000 Airport concession 1,487, Purchase cost* 142,959 Construction of civil works 10, Purchase cost* 516 Planning 100,000, Purchase cost* 250,000 Engineering services 20, Purchase cost* 2,000 Engineering services 10, Purchase cost* 400 Motorway concession 108,450, Purchase cost* 46,498,150 * adjusted by any impairment loss Assago, 3 April 2012 For the Board of Directors The Chairman Marzio Agnoloni, Lawyer financial statements Notes to the Consolidated Financial Statements

192 financial statements Notes to the Consolidated Financial Statements Tangenziale Nord

193 Report of the Board of Statutory Auditors

194 MILANO SERRAVALLE - MILANO TANGENZIALI SPA Registered office in Assago (MI) Via del Bosco Rinnovato n. 4/A Tax code and Companies Registry of Milan: R.E.A. (Administrative and Economic Index) Milan: Share Capital: 93,600, fully paid REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE CONSOLIDATED FINANCIAL STATEMENTS OF THE MILANO SERRAVALLE MILANO TANGENZIALI GROUP AS AT 31 December 2011 Dear Shareholders, The Consolidated Financial Statements as at 31 December 2011, which are made available, show a profit for the period of EUR 17,417,757, total assets and liabilities of EUR 941,621,974. The Financial Statements and the Notes to the financial statements are expressed in euros, without decimals. We did the same in this Report. The Ria & Partners S.p.A. Company is entrusted with the task of auditing the Consolidated Financial Statements of the Group and the controls carried out by it did not give rise to any remark. In fact, the Independent Auditing Firm issued today the pertaining report without exceptions, with references by way of information, indicating that the consolidated financial statements as at 31 December 2011 have been prepared in accordance with the Italian regulations governing the financial statements; accordingly, they present clearly and give a true and fair view of the financial position of the Group and the results of its operations for the year then ended. The Financial Statements sent by the Subsidiaries to the parent Company for compilation of the consolidated financial statements, drawn up by the corresponding competent Company Bodies, were examined by the Bodies and/or Subjects in charge of controlling each Company and by Ria & Partners S.p.A. within the procedures followed for the auditing of the Consolidated Financial Statements. The Board of Statutory Auditors did not extend its audit to such draft financial statements. With reference to our tasks of direct concern, we verified the compliance with law regulations relevant to consolidation. In particular, the following is acknowledged: the scope of consolidation is correctly determined pursuant to the regulations in force and includes the Financial Statements of the Milano Serravalle - Milano Tangenziali S.p.A. Parent Company and its Subsidiaries; these Companies comply with the requirements of subsidiary companies pursuant to the regulations in force and are adopted in the Consolidated Financial Statements with the line-by-line consolidation method; the measurement bases of the different items of the Financial Statements and indicated in the Notes to the Financial Statements are in compliance with the Law provisions and are consistent with those adopted for preparing the Financial statements of the previous financial year. For what concerns the financial aspects of the Group, reference is made in full to the public disclosure and to the considerations expressed by this Board when preparing the Report to the Financial Statements as at 31 December financial statements Report of the Board of Statutory Auditors

195 In the light of the above and taking also into account the positive opinion expressed without exceptions, without prejudice to the references by way of information, by Ria & Partners S.p.A. in its report, we certify that the layout and preparation of the Consolidated Financial Statements of the Group and of the Management Report comply with law regulations. Assago, 12 April 2012 THE BOARD OF AUDITORS financial statements Report of the Board of Statutory Auditors

196 financial statements Report of the Board of Statutory Auditors Head Office

197 Independent Auditors Report

198 Report of the Independent Auditing Firm pursuant to Article 14 of Italian Legislative Decree no. 39 of 27 January 2010 To the Shareholders of Milano Serravalle Milano Tangenziali S.p.A. 1. We have carried out the auditing of the consolidated financial statements of the Milano Serravalle - Milano Tangenziali S.p.A. Group for the year ended 31 December The Directors of Milano Serravalle - Milano Tangenziali S.p.A. are responsible for preparing the financial statements in compliance with the financial reporting law requirements in force. Our responsibility is to express a professional opinion on the consolidated financial statements based on our audit. 2. Our audit was made in accordance with auditing standards issued by the Italian Accounting Profession (CNDCEC) and recommended by Consob. In compliance with the aforesaid principles, the audit was planned and carried out in order to obtain all information necessary to ascertain whether the consolidated financial statements were marred by significant errors and whether they are overall reliable. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, as well as assessing the appropriateness and correct application of the accounting principles and the reasonableness of the estimates made by management. We believe that our audit provides a reasonable basis for our opinion. For our opinion on the consolidated financial statements of the prior year, which are presented for comparative purposes as required by the law, reference should be made to our report dated 4 April In our opinion, the consolidated financial statements of the Milano Serravalle - Milano Tangenziali group as at 31 December 2011 comply with the financial reporting law requirements in force; they give a clear, true and fair view of the financial position of the Group as well as of its result for the period. 4. For the purposes of disclosure, we indicate below what the Directors pointed out in their report to the financial statements of the parent company Milano Serravalle - Milano Tangenziali S.p.A.: In view of the complete absorption of resources envisaged in the current financial plan for investments, on 15 June 2011 the Company formalised to the Granting Body a request in order to carry out other injections of equity in subsidiaries, time limit after which it shall update the economic and financial plan. On 21 September, the Granting Body came up to this request by contemplating towards the Company the following prescription: "considering that future expenditure financial statements Independent Auditors Report