1 December Acquisition of Itinere assets

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2 Disclaimer THIS DOCUMENT HAS BEEN PREPARED BY ATLANTIA S.P.A. (THE COMPANY ) FOR THE SOLE PURPOSE DESCRIBED HEREIN. IN NO CASE MAY IT BE INTERPRETED AS AN OFFER OR INVITATION TO SELL OR PURCHASE ANY SECURITY ISSUED BY THE COMPANY OR ITS SUBSIDIARIES. THE CONTENT OF THIS DOCUMENT HAS A MERELY INFORMATIVE AND PROVISIONAL NATURE AND THE STATEMENTS CONTAINED HEREIN HAVE NOT BEEN INDEPENDENTLY VERIFIED. NEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES SHALL ACCEPT ANY LIABILITY WHATSOEVER (WHETHER IN NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY FROM THE USE OF THIS DOCUMENT. THIS DOCUMENT MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON. THE INFORMATION CONTAINED HEREIN AND OTHER MATERIAL DISCUSSED AT THE PRESENTATION MAY INCLUDE FORWARD-LOOKING STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS ABOUT THE COMPANY S BELIEFS AND EXPECTATIONS. THESE STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND PROJECTIONS, AND PROJECTS. HOWEVER, FORWARD-LOOKING STATEMENTS INVOLVE INHERENT RISKS AND UNCERTAINTIES. WE CAUTION YOU THAT A NUMBER OF FACTORS COULD CAUSE THE COMPANY S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENT. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO: TRENDS IN COMPANY S BUSINESS, ITS ABILITY TO IMPLEMENT COST-CUTTING PLANS, CHANGES IN THE REGULATORY ENVIRONMENT, ITS ABILITY TO SUCCESSFULLY DIVERSIFY AND THE EXPECTED LEVEL OF FUTURE CAPITAL EXPENDITURES. THEREFORE, YOU SHOULD NOT PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. 1

3 Transaction Overview Atlantia has agreed to purchase selected Itinere assets from Citi Infrastructure Investors (CII) following the completion of CII s acquisition of Itinere from Sacyr The portfolio of assets to be acquired for a total equity investment of approximately 420m (1) includes: 4 toll road concessions and 2 O&M companies in Chile 1 toll road concession in Brazil a minority stake in 3 toll road concessions in Portugal (2) CII will launch a Public Tender Offer for Itinere following Antitrust Clearance The sale of the selected assets to Atlantia is expected to be completed by the 1H 2009 and is subject to the authorisation of change of control by the local authorities and lending banks The transaction will be funded on one hand trough existing credit lines and on the other hand by the sale of non core assets (as Autovie Venete and Autostada del Brennero already sold for an amount of 80m) (1) Value of the transaction gross of the proceedings coming from the disposal of some Portuguese assets that is currently under assessment (2) Held by Somague, a holding company of wich Atlantia will acquire 100% of the share capital as part of the Agreement with CII 2

4 Concession Portfolio to be acquired Concession Stake Km Opening Expiry Chile Brazil Los Lagos 100% Vespucio Sur 50% Red Vial Litoral Central 50% Nororiente 100% Triangulo do Sol 50% Total South America 702 Portugal Autoestrada do Atlantico 12.5% Lusoponte 17.2% Via Litoral 12.0%

5 Rationale Expanding presence in South American market is an important step in Atlantia s international strategy Market Attractiveness Supportive long-term macroeconomic trends Concentration of raw materials and natural resources (oil, wood, copper, ) Room for market consolidation Regulatory Framework Clear tariff formula linked to CPI Specific committed subsidies by the Government (in Chile) Minimum guaranteed income (Los Lagos, Litoral Central, Nororiente) Congestion pricing opportunity (Vespucio Sur) Leverage on existing presence Atlantia is already present in Chile with Costanera Norte, as well as in Brazil through Impregilo Operating platform in place allows for potential synergies Experienced local management team 4

6 Key Figures ( m) 2008E Stake Revenues EBITDA EBITDA Margin Net Debt Debt Maturity Net Debt/ EBITDA Los Lagos (1) 100% % x Vespucio Sur 50% % x Red Vial Litoral Central (1) 50% % x Nororiente 100% n.m n.m n.a n.a. Gestion Vial (2) 100% 8 1 n.m. 0 n.m. Operalia (3) 50% 5 2 n.m. 3 n.m. Triangulo do Sol 50% % x Total (5) % x Proportional (5) % x (4) (4) (1) Includes subsidies for minimum guaranteed income (2) Company in charge of the O&M on the stretches managed by Los Lagos and Red Vial Litoral Central (3) Company in charge of the O&M on the stretches managed by Vespucio Sur (4) Excludes Nororiente, still under construction (5) Excludes Somague net debt ( 27m) Note: Exchange rate EUR/UF= 26.5 and BRL/EUR=2.85 IFRS allows full consolidation only for subsidiaries in wich the Group has more than 50% of the share capital 5

7 Maturity Profile Maturity profile of purchased assets combines growth and increase of profitability Ebitda Margin 80% 70% Los Lagos Litoral Central 60% Vespucio Sur Triangulo do Sol 50% Nororiente (94% of works completed) Traffic Growth Construction Ramp up >10% Growth 5%-10% Maturity <5% Time frame Start-up ~ 5 years ~ 3 years 6

8 Valuation Metrics 22% Nominal rate of return Country risk (1) 20% Currency risk (2) Target Project IRR 18% 12% 10% 8% Construction risk = 2% Nororiente Vespucio Sur Triangulo do Sol Los Lagos Litoral Central Net rate of return 6% 4% Traffic risk= 1.5 / 3% Operating risk= 1.0 / 1.5% 30 yr. comparable euro treasury bond yield Traffic Growth Construction Ramp up >10% Growth 5%-10% Maturity <5% (1) Measured in terms of spread between Government bonds yield denominated in USD vs. US Treasury bill yield (2) Measured in terms of spread between interbank rate in local currency vs. Euro 7

9 Chilean Assets to be Acquired Assets selected for creating a critical mass in Chile Metropolitan area of Santiago Red Vial Litoral Central (50% Itinere, Acciona 50%) Shareholders Itinere 99,9%, Sacyr 0,1% ACS 50%, Hochtief 50% ACS 50%, Hochtief 50% COSTANERA NORTE Autostrade per l Italia 45%, SIAS 45%, Mediobanca 10% Skanka 50%, abertis- Santander 50% Los Lagos (100% Itinere) Itinere 48%, Sacyr 2%, Acciona 50%, Cintra 100% Itinere concessions to be acquired by Atlantia Other Itinere concessions 8

10 Brazilian Assets to be Acquired Triangulo do Sol Triangulo do Sol consists of 442 km of crossroad connections in the State of São Paulo Itinere holds 50% of Triangulo do Sol. The other 50% is held by Leao&Leao The roads serve as major routes for the agricultural industry, serving the transport needs of the key drivers of the region s wealth: in particular the sugar, alcohol and orange juice production industries In addition, the roads cover a vast area of the grain harvesting fields located in central western Brazil (soy and millet) in the direction of Puerto de Santos 9

11 Traffic Growth 2007 ADT CAGR M08 Growth Litoral Central 2, % 5.0% Los Lagos 8, % 7.4% Vespucio Sur 54, % 13.4% Nororiente 14.4% Triangulo do Sol 6, % 10.5% 10

12 Concession Framework Los Lagos Tariff formula 100% CPI Other major provisions Minimum guaranteed income Committed Government subsidies Possible 10 years concession extension (1) Vespucio Sur 100% CPI +3.5% Committed Government subsidies Possible 8 years concession extension (1) Congestion pricing (2) Litoral Central 100 % CPI Minimum guaranteed income Committed Government subsidies Nororiente 100% CPI +3.5% Minimum guaranteed income Committed Government subsidies Triangulo do Sol 100% CPI None (1) Alternative to the reimbursement by the Ministry of Public Works at the end of the concession (with matured interests) of the extra cost incurred during the construction (2) Tariffs may double when average speed is below 70 Km/hour and may triple when average speed is below 50 Km/hour 11

13 Other Assets: Portuguese Concessions Autoestradas do Atlântico Km under concession: 170 Maturity: 30 years (2028) Lusoponte Shareholders: Itinere 12.5%, Brisa 50%, Moniz da Maia 12.5%, Novopca 12.5%, Constructora do Lena 12.5% Km under concession: 20.5 Maturity: 35 years (2030) Shareholders: Itinere 17.2%, Vinci 37.3% (1), Mota Engil (1) 38%, Teixeira Durarte 7.5% Via Litoral Km under concession: 44.2 Maturity: 25 years (2025) Shareholders: Itinere 12%, Government of Madeira 20%, Others 68% (1) On 29 April 2008 Vinci and Mota-Engil agreed to purchase Macquarie Infrastructure s 30.61% interest in Lusoponte for a total amount 112m euro 12

14 Investment Highlights Strategic Rationale Asset Features Financial Considerations Transaction fully in line with Group s strategy and investment criteria Investments concentrated in countries with attractive regulatory framework and growth prospects Potential for synergies and achievement of critical mass in countries where the Group is already present Assets mainly in urban areas (Santiago, São Paulo ) Limited traffic risk and minimum traffic guaranteed for most of Chilean assets (eg. Los Lagos, Litoral Central, Nororiente) Over 90% of works completed for the only asset under construction (i.e. Nororiente) and guaranteed by a turn key contract Attractive project IRR, (about bps over comparable Euro bonds, net of country and currency risk, currently at the utmost levels) Commensurated leverage of the assets (~4x Net Debt/EBITDA) with no major refinancing needs in the short term Fairly discounted purchase price compared to recent transactions 13