Press Release BOARD APPROVES 2008 FINANCIAL STATEMENTS

Transcription

1 Press Release BOARD APPROVES 2008 FINANCIAL STATEMENTS Group s consolidated results Consolidated revenue of 3,477m up 6.3% on 2007, partly thanks to consolidation, from 1 January 2008, of US company, Electronic Transaction Consultants (ETC) and, from 1 July 2007, of Polish group, Stalexport Autostrady. On like-for-like basis, total revenue up 5.4%. Gross operating profit (EBITDA) of 2,115m up 2.3%. On like-for-like basis and after adjusting for non-recurring items, gross operating profit up 3.8%. Profit attributable to equity holders of the parent totals 735m reflected adjustment of 314m to net deferred tax assets (following reduction in IRES and IRAP rates introduced by 2008 Finance Act). On like-for-like basis, profit attributable to equity holders of the parent up 1.2%. Capital expenditure amounts to 1,139m. Compared with 2007, Group s investment has decreased 9% following completion of several important works in 2007 (fourth lane of Milan-Bergamo section, third dynamic lane of Bologna ring road, widening of Villa Vomano-Teramo section). Autostrade per l'italia s investment in major works under Agreement of 1997, however, up 20%. Net debt at end of 2008 is 9,755m, with net debt-to-ebitda ratio remaining stable at 4.6 in 2008, compared with 4.5 for 2007) Investor Relations investor.relations@atlantia.it Rapporti con i Media media.relations@atlantia.it

2 Dividend Board to propose dividend of 0.71 per share, marking increase of 4.4% on 2007, with final dividend of 0.37 to be paid May 2009 unchanged with respect to This follows payment, in November 2008, of interim dividend of 0.34, up 10% compared to the interim payout for 2007 Whilst up on previous year, proposed dividend is prudent in view of current economic downturn and resulting impact on traffic volumes International expansion In December 2008 Group reached an agreement with Citi Infrastructure Partners (CIP) and Sacyr for acquisition of certain concessionaires managing total of 702 km of network in Chile and Brazil Agreement has been reached with SIAS to bring together, in single group, a number of investments, to be acquired on fulfilment of agreement with CIP, in metropolitan area of Santiago and 45% interests each indirectly holds in Costanera Norte, the concessionaire that manages the motorway of the same name in the Chilean capital SIAS transaction to enable investment to be co-financed and to result in significant operating synergies In India consortium established by Atlantia and Tata Group awarded concession for 110-km Pune-Solapur section of motorway. Group s equity investment amounts to 16m Annual General Meeting Annual General Meeting of shareholders scheduled for 22 April 2009 in first call and 23 April 2008 in second call Board to propose approval of new share buyback, subject to revocation of unexercised portion of existing authority Annual General Meeting also to elect corporate bodies 2

3 Rome, 20 March 2009 Today s meeting of the Board of Directors of Atlantia SpA, chaired by Gian Maria Gros-Pietro, has examined and approved Atlantia SpA s separate and consolidated financial statements for the year ended 31 December It should be noted that the Independent Auditors are to date still carrying out their audit of the financial statements commented on in this release. Autostrade per l'italia s Single Concession Agreement The single concession agreement signed by ANAS and Autostrade per l Italia on 12 October 2007, in accordance with Law 286/2006, became effective following approval of the agreement by Law 101 of 6 June 2008, thus restoring the contractual and regulatory certainty necessary for activities carried out under concession. Operating review of subsidiaries Investment Investment in the Group s network in 2008 amounts to 1,139.1m, marking a reduction of 109.5m (9%) compared with This essentially reflects completion of a number of works in 2007, which was only partially offset by the start-up of new works of a similar size. In particular: investment relating to Autostrade per l Italia s Agreement of 1997 is up 20%, primarily reflecting work on the La Quercia-Barberino section of the Variante di Valico (up 149.6m), which offset reduced investment in the Sasso Marconi-La Quercia section, the widening of which was completed in 2007 (down 34.5m), and reduced investment in the Florence North-Florence South section, which is nearing completion (down 20.4m), as a result of a dispute with the contractor; investment envisaged under Autostrade per l Italia s IV Addendum of 2002 are down 19% following early completion in 2007 of work on the fourth lane of the Milan-Bergamo section (down 90.3m), which was only partially offset by increased investment in the Rimini North- Porto Sant Elpidio section of the A14 (up 57.4m); investment resulting from Autostrade per l Italia SpA s other commitments regarding major works contained in the Single Agreement of 2007 is down 72% following completion in 2007 of work on the third dynamic lane of the Bologna Ring Road (down 51.0m); investment in major works by subsidiaries is down 23%, reflecting Strada dei Parchi s investment in the widening of the Villa Vomano-Teramo section (down 32.8m), which was almost completed in

4 Traffic In 2008, traffic using the network operated by Autostrade per l Italia and its Italian motorway concessionaires recorded a reduction of 0.8% compared with the previous year. The decrease was less marked for light vehicles (down 0.3%), whilst heavy vehicles registered a decline of 2.3%. The figures for 2008 benefited from the fact that the year was one day longer, being a leap year. After adjusting for this factor, the reduction is 1.1%. The trend in traffic reflects the current economic downturn and particularly poor weather conditions during the autumn. The Polish concessionaire, Stalexport Autostrada Malopolska, on the other hand, recorded traffic growth of 1.7% compared with Safety 2008 witnessed continued improvement in safety levels on the network operated by Autostrade per l Italia and its Italian motorway concessionaires, with the global accident rate down 9.7% compared with 2007, whilst the death rate fell by a further 12.5% from 0.48 to The improvements were also due to ongoing rollout of the new system for measuring the average speeds of vehicles on certain sections of motorway ( Tutor ). At 31 December 2008 Tutor has been installed along 1,764 km of motorway, representing 26% of all carriageways on the network operated in Italy. Toll collection The number of transactions handled by automated toll-collection systems on the network operated by Autostrade per l Italia and its subsidiaries rose 2.7% compared with 2007, reaching 73% of the total number of transactions (71% in 2007). Payments using Telepass accounted for 54% of total transactions, compared with 52% in At 31 December 2008 almost 6.5 million Telepass devices were in use on the Italian motorway network. Service areas Royalties on the revenues generated by the retail activities of sub-concessionaires totalled 237.4m in 2008, with 43.7m in one-off payments primarily linked to concession renewals, carried out via competitive tenders. The renewals regarded 85 food service concessions and 87 fuel service concessions expiring in 2007, 2008 and The planned expansion and renovation of service areas, involving both Autostrade per l Italia and its commercial partners, continues. At the end of 2008 approximately 83% of the works included in the 800m investment programme, represented by works being carried out at 135 service areas 4

5 by both Autostrade per l Italia and sub-concessionaires, have been completed. Expansion and renovation work is being carried out by Autostrade per l Italia at a further 74 service areas. Stalexport Autostrady The Stalexport Autostrady group reports revenues of 47.6m and gross operating profit (EBITDA) of 32.0m for The figures for 2008 are not comparable with those of the previous year as acquisition of control of the group dates from 1 July Electronic Transaction Consultants (ETC) ETC, in which the Group holds a 45% stake in addition to a call option on an additional 16%, as a result of which it is consolidated in the Group s accounts, generated revenues of 31.8m in 2008, with its operating activities contributing 1.6m to gross operating profit (EBITDA). The figures for 2008 are not comparable with those of the previous year as consolidation of the subsidiary s income statement was effective from 1 January Other events Costanera Norte During 2008, Costanera Norte recorded a 2.3% increase in traffic. The company s revenues of 55.5m are up 6.4% (13.5% after adjusting for exchange rate movements) on Gross operating profit (EBITDA) is 45.8m, marking an increase of 8.6% (15.8% after adjusting for exchange rate movements) on Acquisition of investments from the Itinere Group On 1 December 2008 Atlantia reached a binding agreement with Citi Infrastructure Partners (CIP) and Sacyr Vallehermoso for the acquisition of a series of companies in the Itinere group, which is in turn to be sold to CIP by Sacyr, the group s majority shareholder, under an agreement signed on the same date. The agreement regards five concessionaires that operate a total of 702 km of toll motorway in Chile and Brazil, in addition to two companies that manage road maintenance and construction on certain sections operated under concession in Chile. The agreement also covers the acquisition of minority interests in a number of Portuguese concessionaires. The total value of the transaction is 420m. The transaction will be completed following CIP s launch of a Public Tender Offer for Itinere, which is listed on the Madrid Stock Exchange, and on fulfilment of the conditions and agreements to which the transaction is subject. The transaction will be carried out via Autostrade per l'italia. An agreement was subsequently reached with Società Iniziative Autostradali e Servizi SpA (SIAS), 5

6 which is described in the section dealing with events after 31 December IGLI On 15 January 2008, IGLI entered into a total return equity swap contract with ABN AMRO relating to ordinary shares in Impregilo SpA. As a result of the contract, ABN AMRO acquired 12,000,000 Impregilo shares or % of the company s share capital at an average price of per share, amounting to a total of 49.9 million. The contract was settled between 19 November 2008 and 9 December 2008 via the sale of shares on the market and a cash settlement of 23.7m. Sale of investments in Autobrennero and Autovie Venete On 23 December 2008 Autostrade per l'italia SpA agreed to sell its stakes of 5.51% and 4.29%, respectively, in Autostrada del Brennero SpA and Autovie Venete SpA to Compagnia di Investimenti e Sviluppo SpA for a price of 80.0m, generating a capital gain of 18.3m. Investment in Compagnia Aerea Italiana Atlantia, together with other investors, has taken part in a transaction aimed at restructuring and relaunching Alitalia - Linee Aeree Italiane SpA by acquiring certain of Alitalia s assets, as part of an extraordinary administration procedure, and AirOne s assets via the special purpose company, Compagnia Aerea Italiana - CAI srl. On 28 October 2008 a general meeting of CAI srl s shareholders agreed to increase the company s capital (in addition to its conversion into a joint-stock company) to 1.1bn. On 10 December 2008 Atlantia took part in the capital increase, purchasing shares worth a total of 100m. The sum of 55.6m was paid in on the same date, with the remaining amount paid in on 9 January Treasury shares Atlantia SpA holds 11,476,616 treasury shares, representing approximately 2.0% of its issued capital. The shares were purchased during 2008 at an average price of per share (including transaction costs), with the resulting total amounting to 215.6m. Financial review Introduction Compared with the previous year, the basis of consolidation for 2008 has been expanded as a result of the line-by-line consolidation of the following: the Polish group, Stalexport Autostrady, 6

7 in which the Group acquired a controlling interest from 30 June 2007; Electronic Transaction Consultants (ETC), in which the Atlantia Group acquired a 45% interest at the end of 2007, but which under the applicable accounting standards is classed as a subsidiary based on the potential voting rights deriving from a call option on a further 16% of the company. In order to improve information relating to the underlying trend of the operating results for 2008 in comparison with the previous year, thus making a like-for-like comparison possible, an income statement has been attached, in addition to the reclassified consolidated income statement, that has been adjusted for the above changes in the basis of consolidation and for nonrecurring items. Results Consolidated revenue for 2008 amounts to 3,476.7m, marking an increase of 205.1m (6.3%) on The contribution to consolidated revenue for 2008 resulting from the changes in the basis of consolidation (Stalexport Group and ETC) totals 55.5m. In addition, revenue for 2007 included 24.7m in non-recurring income collected by Trafforo Monte Bianco in settlement of a dispute arising as a result of the fire in the Mont Blanc tunnel in On a like-for-like basis total revenue is up 174.4m (5.4%). Net toll revenues of 2,853.0m are up 85.8m (3.1%) on the figure for 2007 ( 2,767.2m). On a like-for-like basis of consolidation, net toll revenues have increased by 66.4m (2.4%), primarily as a result of toll rate increases. The increase for Autostrade per l Italia, the Group s most important concessionaire, was 3.61% from 1 January 2008, based on the concession arrangements in force prior to entry into effect of the new single agreement. Traffic using the Group s network was, on the other hand, down 0.8% on the figure for The above toll charge increase applied by Autostrade per l Italia for 2008, includes a portion recognised with regard to works envisaged in the IV Addendum (so-called X investments). This revenue component is deferred and treated as long-term deferred income in that it relates to future financial years. For 2008, the overall value recognised for X investments, less the amount recognised in the income statement for works that have already entered service, totals 20.5m ( 11.3m in 2007). Contract revenue of 66.7m is up 52.7m on the figure for 2007 ( 14.0m). On a like-for-like basis of consolidation, the increase is 34.8m, almost entirely reflecting the greater volume of work carried out by Pavimental for external customers. This work primarily relates to the upgrading and restructuring of runways at Fiumicino and Cagliari airports. 7

8 Other operating income of 557.0m has risen 66.6m (13.6%) on the figure for 2007 ( 490.3m). On a like-for-like basis, the increase in other operating income is 73.2m (15.7%). This item regards: income from service areas of 237.4m, marking an increase of 47.2m (24.8%) on 2007, due to 43.7m in one-off payments received on the renewal of expiring concessions; Telepass and Viacard fees of 97.5m, marking an increase of 7.0m (7.7%) on 2007, reflecting an increase in the average numbers of Telepass devices in use; other sales and service revenues of 222.1m, marking an increase of 12.4m (5.9%) on On a like-for-like basis, taking account of the above changes in the basis of consolidation and the non-recurring income reported by Traforo Monte Bianco for 2007, other revenues are up 19.2m (10.4%). This item also includes concession fees, especially from the rental of multioperator towers to mobile operators, revenues from global service provision and advertising, and reimbursements and damages received. Net operating costs of 1,361.5m are up 158.2m ( 1,203.3m in 2007). The figure for 2007 benefited from a reduction in staff costs deriving from non-recurring income (the so-called curtailment ) of 29.4m and included charges of 7.2m, represented by amounts reimbursed to insurance companies by Traforo del Monte Bianco following receipt of the above-mentioned damages. On a like-for-like basis, after taking account of the above changes in the basis of consolidation, net operating costs are up 98.1m (8.0%). The figure reflects: a rise in the cost of materials and external services, after deducting capitalised expenses, of 76.7m (11.9%), essentially reflecting the increased volume of work carried out by Pavimental for external customers, an increase in the cost of non-routine maintenance and winter operations as a result of poor weather conditions, and the lower amount of capitalised expenditure as a result of the completion of the planned resurfacing of motorways with draining pavement; an increase in staff costs, after deducting capitalised expenses, of 27.5m (5.1%), essentially reflecting renewal of the labour contract for motorway companies that expired at the end of 2007, the remuneration of directors and provisions made following renewal of the three-year management incentive scheme, which expired in 2006, for the period Gross operating profit (EBITDA) of 2,115.2m is up 46.9m (2.3%) on the figure for 2007 ( 2,068.3m). On a like-for-like basis of consolidation and after adjusting for the above nonrecurring items, gross operating profit is up 76.3m (3.8%), resulting in an EBITDA margin of 61.3% for 2008, slightly down on the 62.3% of Operating profit (EBIT) of 1,615.9m is down 27.4m (1.7%) on the figure for 2007 ( 1,643.3m). On a like-for-like basis, on the other hand, operating profit is up 43.4m (2.8%), 8

9 taking account of the fact that the figure for 2007 included 29.9m in fixed asset write-downs accounted for in previous years by Raccordo Autostradale Valle d Aosta. In addition to the items explained above, the operating result was also affected by increased depreciation, primarily as a result of the entry into service of new motorway works, and growth in provisions. Profit from continuing operations amounts to 720.8m, marking an increase of 344.7m (91.6%) on the figure for 2007 ( 376.1m). In addition to the above non-recurring items, the figure for 2007 included 313.6m reflected the negative impact of recalculation of deferred tax assets and liabilities following the reduction of IRES and IRAP rates from On a like-forlike basis, profit from continuing operations is up 3.3m (0.5%). Net financial expenses of 498.5m are up 31.0m (6.6%) on the figure for 2007, due essentially to an increase in average debt during 2008 and the fact that 2007 benefited from non-recurring net finance income reported by the Stalexport Autostrady group, totalling 8.9m. The use of the equity method to measure the Group s share of the profit/(loss) of associates and joint ventures has resulted in a net loss of 28.2m, compared with 5.7m for The net loss is primarily due to non-recurring expenses incurred by Autostrade Sud America, in connection with its purchase of a call option on 10% of the share capital of Autopista do Pacifico held by Impregilo, and by IGLI following settlement of the total return equity swap contract relating to ordinary shares in Impregilo SpA. Income tax expense amounts to 408.6m and is down 411.5m (50.2%) on 2007, essentially due to the above negative impact of recalculation of deferred tax assets and liabilities in the financial statements for 2007 and the reduced IRES and IRAP rates applied to income in On a likefor-like basis, income tax expense for the period is up 1.5m (0.3%). Finally, the income statement for 2008 also includes a 19.6m profit from discontinued operations (primarily the gains realised on the sale of the investments in Autostrada del Brennero and Autovie Venete). Profit attributable to equity holders of the parent for 2008 is 734.8m (up 93.0% on 2007, when the figure was 380.7m). On a like-for-like basis, profit attributable to equity holders of the parent is 718.7m, marking an improvement of 1.2% on the figure for 2007 ( 710.3m). Equity attributable to equity holders of the parent amounts to 3,615.5m at 31 December 2008, representing a reduction of 16.3m on the figure for 31 December 2007 ( 3,631.8m). This reflects, among other things, the payment of dividends totalling 402.0m in 2008, the purchase of treasury shares equal to 2.0% of the issued capital at a cost of 215.6m, and a reduction of 109.5m in the value of cash flow hedges. These have more than offset profit for the year. 9

10 The Group s net debt at 31 December 2008 amounts to 9,754.8m, marking an increase of 513.6m on the figure for 31 December 2007 ( 9,241.2m). This partly reflects the negative impact of marking to market derivatives, which has increased net financial liabilities by 152.8m. The financial statements of Atlantia SpA for 2008 report a profit of 502.7m, representing a reduction of 34.9m essentially as a result of lower dividends received from subsidiaries. Atlantia SpA s equity at 31 December 2008 amounts to 6,250.9m, marking a reduction of 76.9m on the figure for 31 December 2007 ( 6,327.8m). Events after 31 December 2008 Law Decree 185/2008 and tariff increases for 2009 On 28 January 2009 Law Decree 185/2008 became law. Art. 3 of the above law decree has suspended application of tariff increases on the network operated by Italian motorway concessionaires until 1 May 2009, whilst committing the government to adoption of a series of legislative initiatives designed to simplify and speed up investment programmes. In view of the real prospect of substantial improvement in the conditions for investment, the Company has opted not to dispute the above measure. Law Decree 207/2008 and new provisions regarding contract awards The conversion into law of Law Decree 207/08, the so-called Thousand postponements legislation that has reformed the regulations governing contract awards provided for by letter c), paragraph 85 of art. 2 of Law 286/2006, was approved by Parliament on 24 February The law approved on 24 February 2009 has amended letter c), establishing that in the case of concessionaires that are not awarding authorities, contract awards to third parties are to be carried out in compliance with the provisions of articles and of the regulations introduced by Legislative Decree 163 of 12 April Moreover, the above law of 24 February 2009 has amended the regulations for tenders, establishing that concessionaires already approved at 30 January 2002 are required to award contracts to third parties representing a minimum percentage of 40% of the works to be carried out, acting, solely with regard to this portion, in every respect as an awarding authority. Award of the Pune-Solapur concession in India On 17 February 2009 Atlantia, in consortium (50-50) with Navinya Buildcon Private Limited (NBPL), a wholly owned subsidiary of the Tata Group, was awarded the concession for the 110- km Pune-Solapur section of motorway in the Indian state of Maharashtra. 10

11 The concession, which has a term of 21 years, envisages application of a direct toll to be paid by users, with tariff increases to consist of a fixed portion and a portion indexed to 40% of wholesale inflation. The concessionaire is required to carry out construction work in order to widen the motorway from 2 to 4 lanes, and will be responsible for managing and maintaining the section throughout the concession term. The total cost of the project is approximately 214m. Atlantia s equity investment is estimated at approximately 16m. Signature of the draft single concession agreement by Società Autostrada Tirrenica On 11 March 2009 Autostrada Tirrenica SpA and ANAS SpA signed the single concession agreement provided for by Law 286/2006. The agreement will be submitted to the relevant boards. The agreement grants Autostrade Tirrenica the concession for an additional 207 km of motorway, and commits the concessionaire to preparing the final design and re-submitting the related financial plan for approval. The draft single concession agreement envisages a total estimated investment of approximately 3.2bn, over 8 years, in order to complete the Rosignano-Civitavecchia section of motorway. The preliminary design was approved by the Interministerial Economic Planning Committee (CIPE), subject to satisfaction of certain requirements, on 18 December The financial terms envisage toll charge increases to be applied, in compliance with CIPE Directive 39/2007, on the basis of the return on invested capital, with the value of the assets to be recognised at the end of the concession term. The related return on investment will be set out in the financial plan attached to the final design, after being updated to take account of the expenses incurred in carrying out the project and the market cost of financing the investment. Agreement with SIAS regarding joint investments in Santiago concessions Atlantia has agreed that, subject to the as yet incomplete fulfilment of the agreement entered into with CIP and Sacyr on 1 December 2008, Società Iniziative Autostradali e Servizi SpA (SIAS) will acquire a stake in the special purpose company that is to indirectly acquire the following investments: 50% of Sociedad Concesionaria Vespucio Sur SA (Vespucio Sur), the holder of the concession (expiring 2032) for the 23 km southern section of the orbital toll motorway serving the city of Santiago del Chile; 11

12 50% of Sociedad Concesionaria Litoral Central SA (Litoral Central), the holder of the concession (expiring 2031) for the 80 km toll motorway serving the cities of Algarrobo, Casablanca and Cartagena in Chile; 100% of Sociedad Concesionaria Autopista Nororiente SA (Nororiente), the holder of the concession (term 2044) for the north-eastern bypass for the city of Santiago del Chile, which opened at the beginning of March; 100% of Gestion Vial SA, the company responsible for road maintenance and construction on the sections of motorway operated by Litoral Central and Los Lagos SA (a company not covered by the agreement); 50% of Operacion y Logistica de Infraestructuras SA (Operalia), the company responsible for road maintenance and construction on the section of motorway operated by Vespucio Sur. The agreement envisages a capital increase restricted to SIAS, which will afterwards own 50% of the Atlantia Group s special purpose company that is to acquire the above investments from the Itinere group. In addition, the agreement envisages the future merger of the special purpose company with Autostrade Sud America Srl, a company owned by Autostrade per l Italia (45%), SIAS (45%) and Mediobanca SpA (10%), and whose indirect wholly owned subsidiary, Sociedad Concesionaria Costanera Norte SA, operates the 43-km motorway of the same name in the city of Santiago. The transaction will bring together in a single group the investments held by Atlantia and SIAS in the above concessionaires, all of which operate in the metropolitan area of Santiago. This will result in significant operating synergies, above all the interoperability of payment systems and the sharing of know-how and expertise. The capital increase restricted to SIAS, to be carried out by the special purpose company that is to acquire the above investments from the Itinere group, includes a share premium component to be determined on the basis of the difference between the value of the economic capital of the investments, established as 254m (in addition to transaction costs) and the price (estimated as approximately 212m, including transaction costs) that Atlantia is to pay CIP in order to acquire the investments. The transaction is subject Atlantia s unconditional acquisition of the above investments and receipt of the necessary approvals and agreements, including those of the relevant regulatory authorities. 12

13 Outlook Despite the extremely uncertain operating environment, traffic during the first ten weeks of 2009, after adjusting for extraordinary events (the fact that 2008 was a leap year, that January 2008 contained a greater number of working days and that there were more snow events), is in line with the figure recorded in the last two months of 2008, without registering any notable deterioration. On the basis of this, we expect a slight reduction in operating profit margins in 2009, the entity of which will, however, enable us to maintain a stable operating performance and financial position, and to continue to finance the investments envisaged in the agreements governing the motorway concessions awarded to Group companies. In this regard, the enactment of Law Decree 207/2008, the so-called Thousand postponements legislation, will partially mitigate the risks connected to execution of the works, allowing the Group to award contracts directly to the subsidiary Pavimental, resulting in reduced uncertainty regarding deadlines and the cost of carrying out the works. It should also be noted that Law Decree 185/2008 (converted into Law 2/2009) states that the application of tariff increases, provided in the concession contracts of the Italian motorway companies, from 1 May Call of Annual General Meeting The Board of Directors intends to propose to the Annual General Meeting of Autostrade s shareholders, to be held in first call on 22 April 2009 and in second call on 23 April 2009, payment of a final dividend of 0.37 per share. The dividend is to be paid on 21 May 2009, whilst the ex dividend date is 18 May The final dividend adds to the interim dividend of 0.34 already paid in November 2008, resulting in a total dividend for 2008 of 0.71 (up 4.4% on 2007). The Board also plans to ask the next General Meeting of shareholders to authorise a share buyback, subject to revocation of the unexercised portion of the resolution passed on 22 April 2008 with the same purpose. The buyback is to involve up to 57,171,000 ordinary shares with a par value of 1.00 (including all the shares previously bought by the Company and not yet sold in execution of the previous authority approved by the General Meeting of 22 April 2008) and, in any event, within the limits established by law. Notice of Call to the Annual General Meeting, with the related agenda, will be published, in the required form, on 21 March

14 * * * The manager responsible for financial reporting, Giancarlo Guenzi, declares, pursuant to section 2 of article 154 bis of the Consolidated Finance Act, that the accounting information contained in this release is consistent with the underlying accounting documents, books and records. In addition to the conventional IFRS financial indicators contained in this press release, certain alternative performance indicators have been included (e.g., EBITDA) in order to permit a better appraisal of the company's results and financial standing. These indicators have been calculated in accordance with market practice. The Group s net debt, determined in accordance with the CESR Recommendation of 10 February 2005 (which does not require the deduction of non-current financial assets from debt), amounts to 10,338.0m at 31 December 2008, compared with the 9,989.3m of 31 December The reclassified consolidated income statement prepared on a like-for-like basis, adjusted for the effects of changes in the basis of consolidation and of non-recurring items, is also attached. The reclassified consolidated and separate income statements, balance sheets and cash flow statements of the Atlantia Group and Atlantia SpA at and for the year ended 31 December 2008 are attached hereinafter. These reclassified statements, which are included in the management report on operations, are unaudited. 14

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