QUARTERLY REPORT OF THE AUTOSTRADE GROUP FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2005

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1 QUARTERLY REPORT OF THE AUTOSTRADE GROUP FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2005

2 QUARTERLY REPORT OF THE AUTOSTRADE GROUP FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2005 BOARD OF DIRECTORS MEETING OF 11 NOVEMBER 2005 Share capital: 571,711, (fully paid-in) Tax code, VAT number and Rome Companies Register no REA no Registered office: Via A. Bergamini, 50 - Rome

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5 4 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2005

6 CONTENTS 5 CONTENTS 1 FINANCIAL HIGHLIGHTS 8 2 AUTOSTRADE S SHARES Performance of Autostrade s shares during the fi rst nine months of Shareholder structure 13 3 MANAGEMENT REPORT ON OPERATIONS Traffi c Toll charges Network operations Safety Road conditions Toll collection Network expansion Autostrade per l Italia Other Group concession-holders Service areas Advanced mobility and communication services New toll motorway initiatives Support services Other activities Human resources 29 4 FINANCIAL REVIEW Consolidated results of operations Consolidated balance sheet Consolidated cash fl ow 46 5 SUBSEQUENT MATERIAL EVENTS 48 6 OPERATING OUTLOOK 50 7 RECONCILIATION OF CONSOLIDATED SHAREHOLDERS EQUITY AND THE NET RESULT AT AND FOR THE NINE MONTHS ENDED 30 SEPTEMBER SUMMARY OF OPERATING RESULTS OF THE PARENT COMPANY, AUTOSTRADE S.P.A 54 7

7 6 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2005

8 INTRODUCTION 7 INTRODUCTION Until the year ended 31 December 2004 Autostrade prepared the Group s consolidated fi nancial statements and other quarterly and half-year interim reports under Italian GAAP ( Italian GAAP ), where necessary applying international accounting standards ( IFRS ) issued by the International Accounting Standards Board. Following the enactment of European Regulation 1606 of July 2002 and as required by the Regulation for Issuers 11971/1999, as amended by CONSOB Resolution of 14 April 2005, the Autostrade Group, as an entity listed on the Milan Stock Exchange, has adopted international accounting standards with effect from 1 January It will, therefore, publish it fi rst full consolidated fi nancial statements under IFRS for the year ended 31 December As previously described in the consolidated interim report for the six months ended 30 June 2005 prepared under IFRS, as part of the transition to IFRS, and for the purposes of preparation of this quarterly report, it was necessary to restate the fi nancial statements for the year ended 31 December 2004 in accordance with IFRS, in compliance with the accounting standards and policies adopted by the Parent Company for this quarterly report. The document entitled Transition to international accounting standards (IFRS), published alongside the above interim report and to which reference should be made, includes reconciliations, with the related notes, between the fi nancial statements prepared by the Autostrade Group under IFRS, and above all in compliance with the accounting standards and policies adopted by the Parent Company for this quarterly report, and the corresponding consolidated fi nancial statements prepared under Italian GAAP (the consolidated balance sheet at 1 January 2004, 31 December 2004 and 1 January 2005, and the consolidated income statement and cash fl ow statement for 2004). This document also details the related effects on shareholders equity and net debt. The current IFRS in force do not include a specifi c standard governing the accounting treatment of services rendered under concession. However, in March 2005 the IFRIC (International Financial Reporting Interpretations Committee) published three draft interpretations (D12, D13 and D14) regarding the treatment of assets (assets to be relinquished), liabilities (provisions for repair and replacement) and revenues and costs connected to services rendered under concession. Should they be applied, these interpretations would require the Group to apply the intangible asset model as of 2006 (although application is expected to be brought forward), resulting in a signifi cant impact on the balance sheet and income statement presentation of the Group s activities. A series of critical issues have been raised by numerous technical and accounting bodies and associations (including AISCAT) regarding the draft interpretations published by IFRIC. Taking account of the actual substance of the activities carried out by the concession-holder, and uncertainty regarding the fi nal form of the above three interpretations and the related timetable for their application, the Group has continued to apply the same treatment used under Italian GAAP in this quarterly report and the above interim report, and in the restated consolidated fi nancial statements presented in the above document, Transition to international accounting standards (IFRS). This is believed not to confl ict with the IFRS in force, which require assets to be relinquished to be recognised as tangible assets. Finally, it should be noted that the European Commission has yet to endorse the new IFRS, whilst the process of adjusting and interpreting the standards by the relevant authorities is still under way. The standards and their application may, therefore, not coincide with those effective at 31 December 2005, as a result of the issue of new standards or interpretations. The fi gures, basis of accounting and judgments used in this quarterly report may, therefore, undergo changes during preparation of the consolidated fi nancial statements for the year ended 31 December 2005 under IFRS.

9 8 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER FINANCIAL HIGHLIGHTS

10 1. FINANCIAL HIGHLIGHTS 9 Consolidated revenue for the fi rst nine months of 2005 amounts to 2,223.3 million, representing an increase of million (5.9%) on the fi rst nine months of Net toll revenues, amounting to 1,923.8 million, are up 95 million (5.2%), refl ecting motorway traffi c growth of 0.4% compared with the same period of Other operating income of million is up 28.7 million (11.0%) on the fi rst nine months of This was primarily due to greater income from service areas (up 10.7 million) and an increase in other motorway revenues (up 16.6 million). EBITDA, amounting to 1,444.9 million, is up 88.0 million (6.5%) on the fi rst nine months of 2004, representing an EBITDA margin of 65.0% as opposed to 64.6% for the fi rst nine months of Operating cash flow for the period amounts to million, representing an increase of 70.7 million (9.4%) on the fi rst nine months of Investment in tangible assets during the period amounts to million, marking an increase of million (28.8%) on the fi rst nine months of Around 65% of operating cash fl ow generated during the period was used to fi nance the network modernisation programme. After-tax operating profit from continuing operations amounts to million, marking an increase of 43.9 million (9.3%) on the fi rst nine months of As a result of application of IAS 36, the result for the period benefi ts from the absence of amortisation of goodwill arising from consolidation, which was formerly applied under Italian GAAP. The absence of such amortisation does not, however, have any impact on the Group s ability to generate cash or on its operating performance. Net profit for the period attributable to the Group amounts to million and includes net profi t of million from the sale of discontinued operations (Europpass and MEL). Net debt at 30 September 2005 totals 8,592.6 million. 64.6% 65.0% EBITDA Margin Other income 2, % 2, % EBITDA Revenues from service areas Net toll revenues ,829 1,924 1,357 1,445 9M M M M 2005 Investment in tangible assets Cash Flow M M 2005

11 10 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER AUTOSTRADE S SHARES

12 2. AUTOSTRADE S SHARES PERFORMANCE OF AUTOSTRADE S SHARES DURING THE FIRST NINE MONTHS OF 2005 Autostrade S&P/MIB (rebased) Volumes Volumies (000) 70,000 65,000 60,000 55,000 50,000 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 Jan-05 Feb-05 Mar-05 Apr-05 May-05 Jun-05 Jul-05 Aug-05 Sep-05 Fonte Thomson financial Price( ) During the fi rst nine months of 2005, Autostrade s shares rose 8.5%. Autostrade s share price at 30 September 2005 was The average daily trading volume during the fi rst nine months of 2005 was approximately 3.7 million. The Company s stock market capitalisation has increased from 11.3 billion at the beginning of 2005 to 12.2 billion at 30 September Share information Number of shares: 571,711,557 Par value ( ) 1.00 Type of share Ordinary Last dividend per share - May 2005 ( ) 0.51 Interim dividend per share - November 2005 ( ) 0.25 Price at 30 Sept Low (10 Mar 2005) High (7 Feb 2005) Capitalisation ( bn) - Average volume (m) 3.7

13 12 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2005

14 2. AUTOSTRADE S SHARES Shareholder structure Autostrade is 50.1% controlled by a stable core of shareholders, represented by Schemaventotto SpA. The remaining 49.9%, representing the free fl oat, is over two-thirds held by international institutional investors. Autostrade s shareholders Fondazione CRT 13.33% Abertis 13.33% Unicredito 6.67% Edizione Holding 60.00% Assicurazioni Generali 6.67% Schemaventotto 50.1% Market 49.9%

15 14 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER MANAGEMENT REPORT ON OPERATIONS

16 3. MANAGEMENT REPORT ON OPERATIONS TRAFFIC The number of kilometres travelled on the Autostrade Group s network in the fi rst nine months of 2005 totalled 40,291 million, representing an overall increase of 0.4% on the same period of 2004 (a leap year). After stripping out the extra day in the leap year, the overall increase rises to 0.8%. Heavy traffi c rose more strongly (0.6%) than the number of light vehicles (0.3%). After stripping out the extra day in the leap year, the two components record increases of 0.9% and 0.7%, respectively. The performance refl ects a number of factors: higher fuel prices, economic stagnation, weather conditions during the fi rst two months of the year (snow) and in September (rain), road improvement works affecting approximately 250 km of the network (Modena-Bologna, Bologna Ring Road, Sasso Marconi-La Quercia, Florence North-Florence South, Milan-Bergamo) and construction of Italy s high-speed rail network between Milan and Modena. Whilst every effort is made to ensure there is no reduction in the number of lanes in each direction, such works obviously cause disruption to traffi c. The sections of motorway managed by RAV, Traforo del Monte Bianco and Strada dei Parchi experienced traffi c growth ahead of the Group average. The fi rst two concession-holders benefi ted from closure of the Frejus Tunnel for two months, whilst Strada dei Parchi was boosted by the opening of the Settecamini junction in May Users travelled a total of 15,417 million kilometres on the Group s network in the third quarter of 2005, with 12,338 million accounted for by light vehicles (80%) and 3,079 million by heavy traffi c (20%). Kilometres travelled on Autostrade Group s network in first 9 months of 2005 (Provisional data in millions of vehicles per km) Light % change on same period 2004 Heavy % change on same period 2004 Total % change on same period 2004 Autostrade per l Italia 27, % 8, % 35, % Torino - Savona % % % RAV % % % Traforo del Monte Bianco % % % SAT % % % SAM 1, % % 1, % Tangenziale di Napoli % % % Strada dei Parchi 1, % % 1, % 9M TOTAL 31, % 9, % 40, % Users travelled a total of 15,417 million kilometres on the Group s network in the third quarter of 2005, with 12,338 million accounted for by light vehicles (80%) and 3,079 million by heavy traffi c (20%). The increase compared with the same period of 2004 is 1%, which refl ects differing performances for the two categories: light traffi c up 0.8% and heavy traffi c up 1.6%. % change in total traffic using the Autostrade Group s network compared with same period of previous year (provisional data) Quarterly increase Cumulative increase 1.2% 1.0% 0.8% 0.6% 0.4% 0.2% -0.0% 0.6% 0.6% 0.0% 1.0% 0.4% -0.2% -0.4% -0.6% -0.4% Q Q Q3 2005

17 16 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER TOLL CHARGES As of 1 January 2005, all Autostrade Group companies began to apply the annual toll increases calculated on the basis of the price cap mechanism established in the related Agreements, as shown below. P X β Q T Motorway concessionholder Planned infl ation rate (+) Productivity indicator (-) Recovery of infl ation differential (+) Return on new investments (IV Addendum) (+) Quality factor (+) Annual increase (=) Autostrade per l Italia Autostrade Meridionali Tangenziale di Napoli Torino - Savona RAV SAT Strada dei Parchi Toll charge increases as of 1 January 2005 (%) In 2005 Autostrade per l Italia has for the fi rst time been able to apply the X investments factor, linked to the start of work on the fourth lane of the Milan-Bergamo section of the A4, as envisaged in the IV Addendum agreed with ANAS in 2002 and endorsed by the Italian Court of Auditors in The Addendum also establishes the value of the X productivity factor, which is -1.2% for Following expiry of the initial fi ve-year agreements with ANAS at the end of 2004, the Group s other concession-holders (SAM, Tangenziale di Napoli, Torino-Savona, RAV and SAT) have introduced new values for the X productivity indicator from 2005, as agreed with ANAS for the fi ve-year period The indicator for 2005 has been set at -0.89%. This fi gure applies to all motorway concession-holders whose fi ve-year agreements are due to expire in Traforo del Monte Bianco has introduced two rounds of toll charge increases in The fi rst, applied in accordance with the decisions taken by the Italian and French governments in October 2001 (followed by the agreement of October 2003), came into effect on 1 January 2005 and amounted to a rise of 2.38% for light vehicles, whilst applying differentiated increases for the various categories of heavy vehicle based on pollution emissions: 4.07% for Euro 1 vehicles and 4.32% for Euro 2 and Euro 3. Under the above agreement of October 2003, a further increase was then introduced from 1 July 2005, based on the average infl ation rate recorded in France and Italy. This resulted in an increase of 1.85% for all categories of vehicle.

18 3. MANAGEMENT REPORT ON OPERATIONS NETWORK OPERATIONS SAFETY The fi rst nine months of 2005 recorded a further improvement in most accident rates. Compared with the fi rst nine months of 2004, the number of accidents on the Group s network fell by 6.2%, whilst the number for accidents resulting in casualties was down 4.2%. Deaths also fell 4.1%, despite a 1.6% increase in fatal accidents. Work carried out on safety improvements contributed to the positive results achieved. With regard to Autostrade per l Italia: 61 km of safety barriers were upgraded (31 km in the third quarter); 180 specifi c interventions at accident black spots (road markings, changes to road layout, etc.) were carried out; 7.5 million square metres of new draining pavement was laid (2.8 million in the third quarter); the closure of central reservation access points was completed (728 using rapid opening systems) ROAD CONDITIONS Work on boosting the quality, timeliness and diffusion of information, above all at times of peak traffi c, proceeded during the period. The main activities regarded: distribution of calendars with traffi c forecasts, in readiness for the summer holiday period, through leading periodicals and magazines and at Punto Blu information points (7 million copies); the extension of call centre traffi c information services, with the number of lines doubled from 60 to 120 and the introduction of a new number with a fl at-rate call charge ( ); improvements to the information system with variable message panels now showing estimated journey times to principal destinations in real time. The new Palma Campania toll station on the A30 Caserta Salerno section of motorway was opened in July 2005.

19 18 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER TOLL COLLECTION The number of toll station transactions on the network managed by Autostrade per l Italia rose by 1.0% in the fi rst nine months of 2005, with automated payments increasing by 6.6%. PAYMENT TRANSACTIONS BY METHOD - Period: 9M 2005 compared with 9M 2004 method of payment payment transactions 9M M 2005 number of transactions % number of transactions % % change 05/ 04 Manual cash payments 174,711, % 156,533, % % Automated cashier (cash) 27,803, % 38,906, % 39.93% VIAcard c/a debit card and Plus 26,371, % 24,130, % -8.50% Telepass 257,592, % 273,457, % 6.16% Prepaid card 19,066, % 17,267, % -9.44% Credit card 16,309, % 16,670, % 2.21% FASTpay 12,222, % 12,455, % 1.90% Total automated payments 359,364, % 382,886, % 6.55% Other (strikes, violations, non-payment) 3,899, % 4,144, % 6.29% OVERALL TOTAL 537,976, % 543,564, % 1.04% 70.4% of all toll station transactions on the network managed by Autostrade per l Italia were handled by automated toll-collection systems in the nine months ended 30 September 2005 (66.8% in the same period of 2004). This resulted in a 10.4% reduction in manual transactions. The lower proportion of automated payments, compared with the 71.1% of the first six months of 2005, is due to seasonal factors. The number of Telepass transactions during the fi rst nine months of 2005 rose 6.2% compared with the same period of 2004, with the Telepass Family product recording an increase of 11.9%. The new layout of road signs at toll stations was substantially completed during the period. This has been done with the aim of making it easier to identify the desired tollgate, and regarded 90% of the tollgates at the 223 toll stations operated by Autostrade per l Italia. At 30 September ,770,885 Telepass devices had been installed (almost 200,000 more than at the end of June), including 2,810,538 Family and 1,960,347 Business devices. The net increase in the number of Telepass devices in circulation was 415,871 in the fi rst nine months of 2005 (compared with 382,837 in the same period of 2004). This performance was partly achieved thanks to full implementation of distribution agreements with Poste Italiane and Unicredit, as well as to TV and other media promotions. Telepass devices in circulation 1 Dec Sept 2005 Telepass devices linked to a Viacard c/c Telepass Family devices 6,000,000 5,000,000 4,000,000 3,000,000 2,632,297 3,270,095 3,872,807 4,355,014 4,770,885 2,000,000 1,000, Dec Dec Dec Dec Sept 2005

20 3. MANAGEMENT REPORT ON OPERATIONS NETWORK EXPANSION The Autostrade Group investment programme aims to increase the capacity of the existing motorway network, above all on the country s principal arteries. Autostrade per l Italia and the other concession-holders are committed to investing a total (net of the expected grants) of over 11 billion, including approximately 10 billion for large-scale works, by AUTOSTRADE PER L ITALIA Investment in assets to be relinquished during the fi rst nine months of 2005 amounted to approximately 384 million, marking an increase of more than 90 million (31%) on the same period of the previous year. WORKS ENVISAGED BY THE AGREEMENT WITH ANAS OF 1997 Autostrade per l Italia continued work on upgrading the section between Modena North and Incisa. In spite of the Company s determination to push ahead with design work and organisation of the projects, and the cooperation and support provided by ANAS, the complex authorisation procedures involved and the current regulations governing the award and execution of contracts mean that the investment programme is behind schedule compared with the Agreement of The most important activities carried out during the fi rst nine months of the year regarded: contract awards: - contracts for lots 1, 2 and 3 of the Bologna Ring Road, worth 151 million (net base bid price plus available funds), was awarded in January; - contracts for lots 5A and 5B of the La Quercia-Badia Nuova section, worth 359 million (net base bid price plus available funds), were awarded via integrated tenders, whilst those for lots 4, 5 and 6 of the Florence North-Florence South section, worth 308 million (net base bid price plus available funds), were awarded via traditional tender procedures in April; contracts in the process of being awarded: - between May and September calls for tenders were published and the pre-qualifi cation stages rapidly completed for the Casalecchio-Sasso Marconi section of motorway, worth 54 million (gross base bid price plus available funds), for lot 13 of the Variante di Valico, worth a total of 217 million (gross base bid price plus available funds), and for lots 6 and 7 of the Variante di Valico, amounting to 571 million (gross base bid price plus available funds); - between July and September calls for tenders were published and the pre-qualifi cation stages completed for work on the completion of lot 3 of the A1/A11 link road, worth 10 million (gross base bid price plus available funds), following cancellation of the contract previously awarded; completed works: - in July 2005 work on lot 1A of the Modena-Bologna section, worth 24 million, was completed apart from minor works required to fi nish off the project.

21 20 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2005 WORKS ENVISAGED BY THE IV ADDENDUM OF 2002 Activities relating to new investment covered by the IV Addendum (the fourth lane of the A4 from Milan to Bergamo, the Milan Exhibition Centre, the third lane of the A14 between Rimini North and Pedaso, the third lane of the Lainate-Como section of the A9, the third lane of the A1 from Fiano to Rome s Orbital Motorway) during the fi rst nine months of 2005 were as follows: contract awards: - the contract for lots 1 and 3 of the fourth lane of the Milan-Bergamo motorway was awarded and the lots handed over between January and March, whilst lot 2 had already been handed over to the contractor in The fi nal cost of the completed 35 km section of road will be 390 million (net base bid price plus available funds). - the contract for preparatory work on the third lane of the A14 between Rimini North and Pedaso was awarded in September 2005, and is worth around 22 million (net base bid price plus available funds); works submitted for approval (ANAS): - in June and July the executive designs for lots 6A and 7A on the Rimini North Pedaso section of the A14 were completed and sent to ANAS; works in the process of authorisation: - with regard to the remaining unauthorised stretches of the Rimini North Pedaso section of the A14 (lots 1, 2, 3, 4, 5, 6B, and 7B covering around 127 km), as well as the planned widening of the third lane of the A9 between Lainate and Como and of the A1 from Fiano to Rome s Orbital Motorway, having obtained the related preliminary technical validations of the fi nal road designs from ANAS, in June and July Autostrade per l Italia submitted the results of the Environmental Impact Surveys to the Ministry of the Environment in order to request environmental clearance, published the fi nal designs in preparation for the related expropriation procedures and requested that the necessary Services Conferences be convened. The related Environmental Impact Assessment process is ongoing; completed works: - the fi rst section of road for the new Milan Exhibition Centre opened to traffi c on 29 March 2005 (net base bid price of 55 million). As required by the IV Addendum, Autostrade per l Italia is proceeding with the planned upgrading of existing tunnels, installing lighting, ventilation and special systems that comply with the European Directive governing Tunnel Safety. At 30 September 2005 ANAS has approved plans for upgrading the lighting in 164 tunnels, whilst plans for a further 43 tunnels have been completed and submitted to ANAS and design work for another 103 tunnels is ongoing. Authorisation of the works envisaged by the IV Addendum is proceeding according to plan. The only delay relates to the Genoa Bypass, where agreement has yet to be reached with local authorities regarding the design solution for the Gronda di Ponente section of road. EFFECTS OF DELAYS IN CARRYING OUT WORKS There have been signifi cant hold-ups in carrying out the works envisaged by the Agreement of 1997, often due to factors, causes and situations that are totally beyond the control of concession-holders. The Company has already brought the slow progress in executing the planned works to the attention of the relevant institutions, above all the Ministry of Infrastructure and ANAS, and has also lobbied senior government ministers. In spite of Autostrade per l Italia s determination to push ahead with design work and organisation of the projects, and the best efforts of ANAS directed towards speeding up the project approval process, the slow pace of authorisation procedures continues to result in substantial delays in carrying out the works, with the resulting effects: the impossibility of making a reasonable estimate of the date of completion and entry into service of the various works; cost overruns that cannot reasonably be quantifi ed.

22 3. MANAGEMENT REPORT ON OPERATIONS OTHER GROUP CONCESSION-HOLDERS Network expansion and modernisation projects undertaken by the Group s other concession-holders during the fi rst nine months of 2005 include the following: SAM Work proceeded on the third lane of the Naples-Pompeii-Salerno section from km to km and from km to km , the new Portici-Ercolano junction (work was momentarily suspended whilst awaiting approval of changes to the original design, following restrictions imposed by the Department of Monuments and Fine Arts) and on re-surfacing of the Torre Annunziata South junction, which opened on 23 March The works on the section from km to Km have also been re-consigned this year and expropriation procedures have begun in preparation for the start-up of work on the remaining lots. Strada dei Parchi Work on the redefi nition and completion of the main designs for doubling the width of the Villa Vomano- Teramo section and upgrading the road linking the Rome East toll station with the city centre continued. On 31 August the fi nal design for the fi rst project was approved by ANAS and the related expropriation and demolition procedures started. In relation to the second project, regarding construction of a road parallel to the existing A24 motorway between Via Palmiro Togliatti and the Rome East toll station, ANAS gave its technical approval of the design on 23 September The last modifi cations requested are being carried out, prior to a fi nal meeting with the entities who signed the memorandum of understanding and the subsequent organisation of the related Services Conference. RAV Work on lot 2 proceeded during the fi rst nine months of the year, in accordance with the survey approved by ANAS on 19 April Progress was made on both bores for the Dolonne Tunnel, and at 30 September 2005 work on around 95% of the tunnel has been completed. The right tunnel bore is expected to be fi nished by early November 2005, whilst the left-hand bore will be completed next year. Other related works continued, including wooden panelling and cladding for the F. Colombo Bridge, installation of tunnel footpaths, completion of artifi cial tunnels connecting with the SS 26 in the direction of Courmayeur and the Mont Blanc Tunnel, in addition to other works linked to the project (electricity sub-stations, a fi bre-optic backbone, etc.). Other companies Work on the functional upgrading of the Corso Malta toll station on the Naples ring road and safety improvements on the Turin-Savona section of motorway continued.

23 22 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER SERVICE AREAS Operating review Royalties for the fi rst nine months of 2005 amount to million, including current royalties of million and lump-sum payments of 2.3 million deriving from the new concessions. Current royalties alone were up around 30% on the same period of the previous year, following the entry into force of almost all the new concessions. Fuel sales were approximately 4.3% down, refl ecting the performance of the Italian market as a whole, whilst food service revenues showed growth of around 1.0%. Investment Autostrade per l Italia proceeded to implement its service area investment programme for the entire network, aimed at the extension of parking facilities and the restyling of retail space. At 30 September 2005 construction work is ongoing at 37 of Autostrade per l Italia s service areas around the network, whilst work on 9 service areas was completed during the fi rst nine months of the year. Sub-concessionaires are currently carrying out work at 38 sites located at 29 service areas, with a view to building and/or renovating oil and food service facilities. Work on a further 30 sites at 29 service areas has been completed since the beginning of the year. AD Moving AD Moving SpA, the Group company set up to manage and sell advertising throughout the motorway network, began operating from 1 January In addition to taking over the sale of all advertising space on the Group s network, during the fi rst nine months of 2005 the company sealed commercial agreements with other transport infrastructure operators (the Port of Livorno and Verona Airport). It has also entered into agreements to sell advertising space along other motorways run by Autostrade Centro Padane, Autostrada Brescia Verona Vicenza Padova, Autovie Venete, Società delle Autostrade di Venenzia e Padova and Consorzio per le Autostrade Siciliane. The company reports revenues of 11.6 million for the fi rst nine months of Talks are under way with other Italian motorway operators and companies that manage other forms of transport infrastructure, such as ports and airports, with a view to implementing the Company s business plan.

24 3. MANAGEMENT REPORT ON OPERATIONS ADVANCED MOBILITY AND COMMUNICATION SERVICES Infoblu Infoblu is responsible for the Group s mobile information services. During the third quarter of 2005, the company continued with the technical and commercial activities that have resulted in development of high value added content and services. This has also enabled the company to boost the spread and availability of information services for motorway users. Principal developments regarding telecommunications regarded: the commercial launch of a mobile traffi c information portal in conjunction with 3 (in its fi rst two months of operation the service has attracted 72,000 users); expanded use of the proprietary Tip-on-line platform, which had already been adopted by the main call centres (Seat TIM TIM 412), to include the new Telecom service ( ) and the call centre, thereby covering all the leading national numbers providing travel information; the platform handles a total of 1,500,000 calls per year. The commercial launch of the TGCOM traffi c service took place in August, with a total of 5.2 million page views registered in the fi rst two months alone, partly thanks to publicity on the various Mediaset TV channels. The company reports revenues of 1.0 million for the fi rst nine months of TowerCo TowerCo S.p.A. has the role of leveraging the Group s motorway assets by hosting equipment to be used by mobile operators and telecommunications companies and broadcasters in general. This involves construction and management of multi-operator sites. TowerCo proceeded with the design, construction and management of multi-operator telecommunications equipment during the fi rst nine months of 2005, obtaining the following results by the end of September 2005: 99 sites built; 21 sites under construction; 115 further sites already on order from operators. The average occupancy rate for all Tower s sites (those either up and running or on order) is approximately 1.6 operators per site. The company reports revenues of 5.1 million for the fi rst nine months of Investment during the same period amounted to around 3.2 million, with the money spent on constructing new Tower sites and upgrading a number of existing sites. Port Mobility This company, which was established at the end of 2004, has marked its fi rst year of operation by signing a thirty-year contract with Civitavecchia Port Authority on 25 May 2005, regarding the management and maintenance of mobility services for the ports of Civitavecchia, Fiumicino and Gaeta. The company reports revenues of 0.7 million for the fi rst nine months of 2005.

25 24 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER NEW TOLL MOTORWAY INITIATIVES The new toll motorway initiatives in which the Group is taking part are proceeding in accordance with the relevant legislation. The details are as follows: Pedemontana Lombarda S.p.A. (Autostrade per l Italia s interest: 50%) Since 1990, this company has held a concession to build and operate a 90-km section of motorway with the same name, linking Busto Arsizio (Malpensa) on the A8 with Dalmine (Bergamo) on the A4, going round Milan to the north. After being modifi ed and added to at the request of local authorities, the technical aspects of the preliminary design were approved by the Interministerial Committee for Economic Planning at its meeting of 29 July Examination of the fi nancial aspects of the design was postponed until a later date. Autostrade Lombarde S.p.A. (formerly Bre.Be.Mi.: Autostrade per l Italia s interest: 35.5%) Via its 86.2%-owned subsidiary, Società di Progetto Bre.Be.Mi., this company holds the concession for the new 50-km motorway link between Brescia and Milan. The concession was awarded in 2003 at the end of an international project fi nancing tender. Additions to the original design proposed by the Ministry of the Environment, the Ministry of the Arts and Lombardy Regional Authority have almost doubled the initial cost of the project. The company has already formally requested access to further funding via a mix of actions (toll charges, concession term, public grants). At its meeting of 29 July 2005, the Interministerial Committee for Economic Planning approved the technical aspects of the preliminary design, postponing examination of the new fi nancial plan until a later date. Arcea Lazio S.p.A. (Autostrade per l Italia s interest: 34%) This is a public-private partnership set up in 2003 by Lazio Regional Authority, which holds a 51% stake in the company. It was created to build and operate toll roads and motorways in the region. The priority works to be carried out and managed are the Central Tyrrhenian Corridor and the Cisterna- Valmontone section of motorway. On 29 September 2004 the Interministerial Committee for Economic Planning approved the preliminary designs (requiring them to be combined in one single design with a sole fi nancial plan) and a grant equal to 40% of the total cost. The project will go ahead once a service contract has been agreed with Lazio Regional Authority, with particular reference to the method of fi nancing the portion of the project not covered by the grant from the Interministerial Committee for Economic Planning.

26 3. MANAGEMENT REPORT ON OPERATIONS 25 Tangenziali esterne di Milano S.p.A. (Autostrade per l Italia s interest: 32%) This is a promoter company set up in 2002 to prepare a project fi nance initiative for a new 35-km ring road, which will be further out from the city centre than the current ring road, and will connect the A4 at Agrate with the A1 at Melegnano and link up with the Brescia-Milan motorway. At its meeting of 29 July 2005, the Interministerial Committee for Economic Planning approved the technical aspects of the preliminary design, postponing examination of the new fi nancial plan until a later date. Once the design has been approved, an international tender will be organised to award the relevant concession. Pedemontana Veneta S.p.A. (Autostrade per l Italia s interest: 38%) This is a promoter company set up in 2002 to prepare a project fi nance initiative for the construction and operation of a 95-km stretch of motorway of the same name, between Montebello Vicentino (A4), Thiene (A31) and Spresiano (A27). The proposed design was submitted at the end of 2003 and is currently being examined by the relevant authorities. Final approval will be given by the Interministerial Committee for Economic Planning, before holding an international tender to select the concessionaire. Moves are underway to widen and strengthen the shareholder structure, above all via the involvement of design and construction partners. This will result in a reduction of Autostrade per l Italia s interest. Prato-Signa link road: ATI Autostrade per l Italia and other partners (Autostrade per l Italia s interest: 46%) This is the temporary consortium set up in 2003 to prepare a project fi nance initiative for the construction and operation of a 10-km motorway linking Prato (A11) and Signa (A1). The proposed design has been approved by Tuscany Regional Authority, which on 15 June 2005 initiated an international tender process to award the concession. The promoter and winning bidder will then embark on the Negotiating Procedure.

27 26 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER SUPPORT SERVICES Pavimental In addition to its ordinary activities along the Group s motorway network, the company is currently engaged in carrying out the following infrastructure works: Milan Exhibition Centre Access roads, including a rail bridge, for the new Milan Exhibition Centre at Rho-Pero, linking it to section C of the A8 Milan-Lainate motorway are nearing completion. The fi rst 1.6 km stretch of access road for the Centre opened to traffi c on 29 March The project, which took around 13 months to complete, was fi nished ahead of schedule. A4 Milan-Bergamo Widening to 4 lanes Work on lot 2, involving the addition of a fourth lane over a 35-km stretch of the Milan Bergamo section of the A4, continued. Work on lots 1 and 3, which were acquired in early 2005, began in August. Construction work is expected to be fi nished by Modena-Bologna Widening to 4 lanes Work on the fourth lane of the Modena Bologna section of the A1 (lots 1, 2 and 3) proceeded. The northbound carriageway is due to be completed ahead of schedule by the end of the year. Bologna ring road Work on expanding the motorway network serving the metropolitan area of Bologna began in April. The completion date for lot 2 is 2007, whilst lots 1 and 3 are expected to be fi nished by In spite of adverse weather conditions during the fi rst half of 2005, the road surfacing work carried out is in line with the annual plan. Other works (not relating to road maintenance) during the fi rst nine months primarily regard the expansion of service areas, improvements to crash barriers and the restructuring of motorway toll stations. Spea The company s activities during the fi rst nine months of 2005 focused primarily on completing the programmes of its direct parent company, Autostrade per l Italia, as envisaged in the Agreement with ANAS of 1997 and the IV Addendum of December The company began providing works supervision for the following projects: lots 1, 2, 3, 4 and 12 and the Barberino interchange for the Variante di Valico project; the new fourth lane for the Modena-Bologna section; lots 0, 2, 3, 7 and 8 for the new third lane of the Florence North-Florence South section; the fourth lane of the Milan-Bergamo section; construction of access roads for the Rho Exhibition Centre.

28 3. MANAGEMENT REPORT ON OPERATIONS OTHER ACTIVITIES Europpass (Austria) On 30 August 2005 Autostrade SpA sold its entire 100% holding in Europpass LKW Mautsystem GmbH to ASFINAG (the agency that manages Austria s road and motorway network). In June 2002 Europpass was awarded a contract following an international tender called by ASFINAG. The contract regarded the design, installation and management for 10 years of an advanced dynamic toll collection system using microwave technology (similar to Telepass) for heavy traffi c (over 3.5 tonnes) on over 2,000 km of motorway network. The project was completed in just 18 months and the system came on stream from 1 January 2004, in full compliance with the timing and parameters established in the contract. The holding was sold in response to the Austrian government s declared wish to acquire direct control of the company that manages toll collection along the country s motorway network. The agreed price for the 100% holding in Europpass was 208 million. The sale generated net proceeds of million for the fi rst nine months of 2005, including the Group s share of the company s net result until the date of sale. The successful launch of the service and the fi nal delivery of the system to the Austrian government represent confi rmation of Autostrade s world leadership in toll collection systems, based on over 15 years of application and integrated management of Telepass technology throughout Italy s entire motorway network. The success of Europpass in Austria has opened the way for the introduction of tolls as a means of fi nancing the development of motorway networks in countries that do not traditionally charge for use of their motorways. MEL (UK) On 20 June 2005 Autostrade Participations, a wholly owned subsidiary of Autostrade SpA, sold its 25% stake in Midland Express Limited (MEL), the company that holds the concession for the M6 Toll, the UK s fi rst ever toll motorway that was opened to traffi c in December The sale was completed at a price of GBP49 million (equal to approximately 73 million), representing a consolidated profi t of GBP12 million (equal to approximately 18 million) compared with the carrying value of the investment. The entire holding was acquired by Macquarie Midland Holdings Ltd., a subsidiary of Macquarie Infrastructure Group, which already owned the remaining 75% of MEL, on the basis of a pre-existing call option agreed by the parties in September Costanera Norte (Chile) On 26 July 2005 Autostrade SpA joined forces with Società Iniziative Autostradali e Servizi SIAS SpA to submit a binding offer for a 100% stake in Sociedad Concessionaria Costanera Norte SA (Costanera Norte), the company that holds the concession to manage 47 km of urban motorway in the city of Santiago del Chile. Costanera Norte s share capital is currently owned by Impregilo International Infrastuctures NV - Impregilo Group (77.9%), Empresa Constructora Tecsa SA (10.0%), Empresa Constructora Fe Grande S.A (10.0%) and Simest SpA (2.1%). The price offered for 100% of Costanera Norte was US$308.9 million. The offer followed on from an auction held by the Impregilo Group. The acquisition is subject to due diligence procedures by Autostrade and SIAS, as well as approval from the lending banks and Chile s Ministry of Public Works. The transaction forms part of Autostrade s international expansion strategy, aimed at exploiting its operating and technological expertise in order to launch and develop toll motorway infrastructures.

29 28 QUARTERLY REPORT FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2005 Autoroutes Paris-Rhin-Rhône (France) As part of a consortium of companies, on 22 August 2005 Autostrade submitted a non-binding offer for 70.2% of APRR, one of the three French concession-holders in the process of being privatised by the government via an international tender procedure. Autostrade owns 30% of the consortium, in which the other partners are all French: Caisse des Dépôts, AGF, Predica (Crédite Agricole Group) and Axa. Subsequently, on 7 November 2005, the French government requested the presentation of binding offers for the above interest in APRR. Impregilo On 8 April 2005 Autostrade per l Italia SpA, Tesir Srl (Techint Group), Argo Finanziaria SpA (Gavio Group) and Efi banca SpA established IGLI SpA, a company set up to take part in the fi nancial and strategic restructuring of Impregilo, one of Italy s leading construction companies. IGLI S.pA. is 20% owned by Autostrade per l Italia SpA, 30% by TeSir Srl, 30% by Argo Finanziaria SpA and 20% by Efi banca SpA On 14 April 2005 IGLI SpA entered into an agreement with Gemina SpA, Impregilo SpA s majority shareholder, governing IGLI s acquisition of an equity stake in Impregilo. In order to fi nance the investment, on 5 May 2005 a Special General Meeting of IGLI s shareholders approved a capital increase of 120 million, which was fully subscribed and paid in on 10 June This saw Autostrade per l Italia invest a further 24 million in the company. As part of a capital increase worth 650 million carried out by Impregilo, IGLI acquired a certain number of option rights from Gemina, before subsequently taking part in the capital increase. As a result of the capital increase, on 15 July 2005 IGLI SpA acquired a 12.59% holding in Impregilo, with Gemina holding a 11.83% interest. On 7 September IGLI increased its holding in Impregilo from 12.59% to 15.53%. On 24 June 2005 IGLI s shareholders signed a Shareholder Pact, which is to remain in place until 12 June The Pact covers corporate governance rules to be complied with by shareholders and regulations governing a call option granting IGLI the right to purchase Gemina s entire holding in Impregilo, between 31 March 2006 and 12 June 2008.

30 3. MANAGEMENT REPORT ON OPERATIONS HUMAN RESOURCES From an organisational viewpoint, implementation of the new operating structure proceeded. The plan is to integrate maintenance and traffi c management activities and boost the quality of motorway services, whilst at the same time reducing the number of levels in the organisation to two. Staff management and development initiatives focused on drawing up a new map of the professional roles and competencies in the Group and their identifi cation, description and classifi cation within the organisation. This will enable the Group to create a staff development framework (career tracks, appraisal systems). As part of the plan to boost cooperation between businesses and universities, Autostrade per l Italia has entered into an agreement with the Engineering Faculty at Rome s La Sapienza University. The agreement, which many of Italy s leading companies have signed up to, aims to bring academic courses more into line with the needs of business and make it easier for graduates to enter the world of work. Training courses for plant operators employed by the various Section Departments, which started towards the end of 2004, continued. The courses are designed to instruct middle managers, administrative staff and manual workers about integrated operating procedures and service quality (around 450 staff). The fi rst nine months also witnessed the launch of a series of training initiatives, linked to approval of the Fondimpresa project, an inter-professional fund established by Confi ndustria (the Confederation of Italian Industry), and the CGIL, CISL and UIL labour unions. The aim is to develop the skills of staff in the main operating and head offi ce departments. The project involves a total of around 375 staff, with courses focusing on road safety, maintenance, traffi c management, plant, communication, team work and organisational skills (total attendances of approximately 1,475). Courses in corporate social responsibility also continued. The Autostrade Group s management training focused on development centre, coaching and economicsrelated initiatives. With regard to industrial relations, implementation of the terms of the agreement signed on 15 July, which renewed the National Collective Labour Contract (which had expired on 31 December 2003), began. The agreement, which has applied the so-called Biagi Law and Legislative Decree 66/2003, regulates aspects relating to labour fl exibility (part-time work, temporary contracts, casual work, job sharing, training contracts) and working hour regulations, designed to increase the fl exibility of shift workers. The four-year duration of the Contract (expiry on 31 December 2007) and the two-year validity of pay conditions (expiry on 31 December 2005) have been confi rmed, whilst wage rises are infl ation-linked, as provided for in the 1993 agreement between the government and social interest groups. Workforce Autostrade Group staff on permanent contracts at 30 September 2005 total 8,971, marking a reduction of 174 compared with one year earlier. The Group s average workforce has declined from the 9,322 of the fi rst nine months of 2004 to 9,272 for the same period of On 30 August 2005, the Group sold its interest in Europpass. The Austrian company s permanent staff at this date totalled 193, whilst the Group s average workforce for the fi rst nine months of 2005 includes an average of 148 staff employed by Europpass.

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