HIGHLIGHTS AND OVERVIEW...

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1 2006 ANNUAL REPORT

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4 1. HIGHLIGHTS AND OVERVIEW... 5 Corporate bodies...7 Letters to Shareholders...8 Group financial and operating highlights...12 Autostrade s share price and investor information Group structure The Group's network and planned expansion and modernisation works MANAGEMENT REPORT ON OPERATIONS Significant corporate, regulatory and legal aspects...21 Consolidated financial review...41 Group operating review...58 Traffic...58 Toll charges...60 Network expansion and modernisation...63 Network operations...83 Service areas and advertising...90 Advanced mobility and communication services...92 International expansion...93 Other investments...95 Autostrade S.p.A.: financial review and other information...96 Financial review of other Group companies Subsequent events at 31 December Outlook Additional information Sustainability section Corporate Governance The social dimension Staff Government and Institutions The community Shareholders and investors Suppliers The environmental dimension Socio-economic indicators Proposal to Autostrade S.p.A. Annual General Meeting CONSOLIDATED FINANCIAL STATEMENTS OF THE AUTOSTRADE GROUP AND NOTES Consolidated financial statements Notes to consolidated financial statements FINANCIAL STATEMENTS OF AUTOSTRADE S.p.A. AND NOTES Financial statements Notes to the financial statements Annexes OTHER REPORTS Report of the Board of Statutory Auditors Reports of Indipendent Auditors Report of The Environmental and Social Responsibility Committee Indipendent Assurance

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6 1. HIGHLIGHTS AND OVERVIEW 5

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8 CORPORATE BODIES Board of Directors elected for the three-year period Executive Committee Internal Control and Corporate Governance Committee Remuneration Committee Supervisory Board Board of Auditors elected for the three-year period Independent Auditors for the period Chairman Gian Maria GROS-PIETRO Chief Executive Officer Giovanni CASTELLUCCI 1 Directors Salvador ALEMANY MAS Gilberto BENETTON Alberto BOMBASSEI (independent) Amerigo BORRINI Roberto CERA Alberto CLO (independent) Sergio DE SIMOI Piero DI SALVO (independent) Antonio FASSONE Guido FERRARINI (independent) Vito Alfonso GAMBERALE 2 Giuseppe GUARINO 3 Gianni MION Giuseppe PIAGGIO Luisa TORCHIA 4 Secretary Andrea GRILLO Chairman Gian Maria GROS-PIETRO Directors Giovanni CASTELLUCCI Alberto BOMBASSEI (independent) Gianni MION Giuseppe PIAGGIO Chairman Giuseppe PIAGGIO Members Piero DI SALVO (independent) Guido FERRARINI (independent) Chairman Gianni MION Members Amerigo BORRINI Alberto CLO (independent) Chairman Renato GRANATA Members Pietro FRATTA Simone BONTEMPO 5 Chairman Auditors Alternate Auditors KPMG SpA Marco SPADACINI Tommaso DI TANNO Raffaello LUPI Angelo MIGLIETTA Alessandro TROTTER Giuseppe Maria CIPOLLA Giandomenico GENTA (1) The Ordinary General Meeting of 30 June 2006 and the Board of Directors meeting of the same date confirmed the appointment of Giovanni Castellucci as the Company s CEO, following his co-option on to the Board by the Board of Directors meeting of 12 May 2006, following the resignation of Prof. Giuseppe Guarino. Mr. Castellucci is also the Company s General Manager. (2) CEO in office until 2 May Resigned his position as a Director by letter dated 21 May (3) Resigned as a Director on 2 May (4) Appointed by the General Meeting of 30 June 2006 to replace Vito Alfonso Gamberale, who had resigned. (5) New member of the Supervisory Board in place of Enzo Spoletini. 7

9 STATEMENTS TO SHAREHOLDERS Chairman s statement Seven years have gone by since Autostrade was privatised. Seven years during which the debate over our country s inadequate infrastructure has repeatedly come to the fore both at government level and among public opinion, in part thanks to Autostrade. Autostrade s privatisation gave a competitive boost to the country s development, continuing the Company s role played since its foundation in During the economic boom Autostrade played a leading part in the Italy s modernisation, speeding up the process of industrialisation, bringing Italians habits and quality of life into line with those in other major European countries, and projecting a dynamic image of Italy around the world. Following its privatisation Autostrade has shown that it is capable of driving change, setting the European benchmark for standards of maintenance and management, and developing services and technologies to support its core business, which has lead, for example, to the export of our Telepass technology. The Mediterranean Project, launched in 2002, was designed to give the Group s role a European dimension, involving additional investments on top of those envisaged in the original Agreement of 1997, bringing the total up to approximately 11 billion. The new plan aims to make up for Italy s lack of infrastructure, in terms of both networks and services, compared with other European countries, giving Italy in a key role in Mediterranean and trans-european trade. This goal was behind the proposed merger with Abertis, Spain s number one motorway operator, in The transaction was designed to enable us to play a leading part in the rapidly changing motorway sector, and respond to a competitive challenge that today extends beyond individual national contexts, turning Europe into a single large system, in competition with the other economic systems of Asia and America. The measures used to block our merger with Abertis and the uncertainties linked to the new regulatory framework have led us to call off the proposed combination, although the industrial logic behind the transaction remains compelling. Our global ambitions do not mean that we can forget the mainly domestic problems we have to deal with in carrying out the major works involved in upgrading the motorway network, in order to cope with ongoing traffic growth. Whilst the lengthy delays in the start-up and execution of works, due to complex and drawn-out authorisation procedures, reduce the country s competitiveness, they also penalise the Autostrade Group, as the cost of carrying out the various works increases. Despite this, each year has seen us increase the volume of investments carried out and we are confident that this trend will continue over the coming years. 8

10 New issues have arisen as a result of recent changes to the legal and regulatory environment for motorway concessions, as introduced by Law 286/2006 and the subsequent Directive 1/2007 issued by the Interministerial Economic Planning Committee (CIPE). The new developments not only pose a threat to the Group s ability to finance investments, as guaranteed by the existing system, but also damage the credibility of Italian government institutions, which have unilaterally modified the concession agreements that formed the basis for Autostrade s privatisation in 1999 and enabled us to earn the trust of international investors. It is our hope that the new regulatory framework can be altered in order to ensure effective improvements to concession arrangements. In line with what has happened in other European countries, the new regulations should aim to overcome current restrictions on the implementation of infrastructure projects in Italy, offer stronger protection for public interests, preserve the entrepreneurial role that resulted from Autostrade s privatisation, and restore confidence among institutional investors. The Group s restructuring, which began in 2003 with the birth of Autostrade per l Italia, will be completed in Autostrade SpA will take on the exclusive role of holding company, with responsibility for growth strategies. At the same time Autostrade per l Italia will strengthen its role as an operating parent company involved in the management of infrastructure under concession. Against this backdrop, and in accordance with its purpose of developing growth and financial strategies in the infrastructure sector, both in Italy and overseas, Autostrade SpA is to change its name to Atlantia. We are certain that the new name, which is based on the myth of Atlantis, clearly represents the solidity, reliability and internationalism that have always characterised and inspired the Company s approach to doing business. And indeed, Atlantia brings together a group of companies devoted to the design, construction and development of infrastructure capable of supporting and encouraging social and economic development in Italy and further afield. In this new guise, we are confident that we will be able to better respond to the challenges that lie ahead. Gian Maria Gros-Pietro 9

11 CEO s statement 2006 saw Autostrade face a barrage of criticism. This was aimed primarily at the Group s main concessionaire, Autostrade per l Italia, and focused on the tariff increases introduced and delays in carrying out the investments originally planned. We in no way wish to sidestep the issues raised, but intend to respond with facts, figures and results. Over recent years, our commitment of financial, technological and management resources has brought extremely satisfying results for shareholders and road users alike. We offer an increasingly efficient and safe service, whilst at the same time charging the most competitive tolls in Europe. Thanks in part to the application of new technologies, since our privatisation in 1999 we have achieved a significant reduction in accidents on our network, almost halving the fatal accident rate. Our motorways are now twice as safe as ordinary roads. This has been accompanied by large-scale investments in the network, committing a total of over 1.1 billion in 2006, representing a third of turnover. Despite the difficulties encountered in obtaining authorisations and carrying out the works, since 1999 we have opened more than 152 km of new third and fourth lanes to traffic, accounting for over 50% of the volume envisaged in the original agreements entered into by the Group s concessionaires. By 2012 we shall have completed investments totalling approximately 11 billion, more than any other European motorway company. At the same time we have almost fulfilled our goal of surfacing our motorways with draining pavement: 65% of the network compared with 18% in In 2006 alone we laid over 13 million square metres of asphalt, a figure five times higher than in Between 2002 and 2004 around 80% of all food and fuel service concessions were renewed, with the definition of new quality standards and investment plans. 67 service areas have already been renovated, whilst the plan envisages the renovation of all service areas and the addition of a further nine areas by This represents total investment of around 800 million, with about half to be financed by the Autostrade Group. 5.3 million Telepass devices are in use on Italy s motorways, compared with 1.5 million in In addition to boosting operating efficiency, this system has a positive impact on the quality of services and the environment, reducing tailbacks at toll stations. This makes us number one in Europe, with over half the continent s Telepass devices having been developed by us. It is no accident that, at the end of an international tender involving leading technology companies from around the globe, in 2002 the Austrian government selected Autostrade to develop the world s most advanced multilane, freeflow electronic toll collection system for heavy vehicles using the country s motorway network. 10

12 But the Group has not only been successful in Austria. In 2006 it completed the acquisition (in partnership with SIAS and Mediobanca) of Chile s Costanera Norte, the company that holds the concession to manage 47 km of urban motorway serving Santiago in Chile. The acquisition of a stake in the Polish company, Stalexport, the holder of a motorway concession for the 61 km long A4 Krakow-Katowice motorway, was also completed during the year. The holding will rise to 50% plus one share in 2007 following a capital increase reserved to Autostrade. All of this provides proof of the Group s ability to build an international presence. On the whole, the results for 2006 mark a continuation of the progressive improvement witnessed since privatisation. Revenue of 3,141 million is up 6.2% on 2005, whilst gross operating profit (EBITDA) has risen 7.0%, on a like-for-like basis, to 1,989 million. The ratio of net financial indebtedness, totalling 8,945 million, to EBITDA stands at 4.5 and is one of the lowest in the European motorway sector. Profit from continuing operations amounts to 672 million, marking an increase of 2.7% on Traffic using the network is up 3.1%, partly on the back of renewed economic growth. Toll charges have risen by an average 2.9%, but remain by far the lowest in Europe. It gives us great pride and confidence to know that our uninterrupted efforts over the last seven years have kept Italy moving, especially as we view Autostrade s privatisation not as the end of the road, but as the beginning of new challenges. Giovanni Castellucci 11

13 GROUP FINANCIAL AND OPERATING HIGHLIGHTS m 4,500 Revenue +6.2% 3,000 3,141 2,957 1, m EBITDA +7.0% 3,000 2,000 1,989 1,860 1, m 1,500 Investment 1, % 1, Mln Km 60,000 Traffic +3.1% 40, ,000 41, Light vehicles Heavy vehicles Safety (accidents per 100m km travelled) Global accident rate Fatal accident rate Method of payment (% of total transactions) 1% 1% 50% 48% 12 % 12 % 7% 7% 30% 32% M anual cash payments Automated cashier Viacard and other cards Telepass Other 12

14 AUTOSTRADE S SHARE PRICE AND INVESTOR INFORMATION KEY MARKET DATA Issued capital ( ) 571,711, ,711,557 Number of shares (unit par value 1) 571,711, ,711,557 Market capitalisation ( m)* Earnings per share ( ) Operating cash flow per share ( ) Dividend per share ( ) Interim Final Payout ratio (%) 53% 40% Dividend yield* 2.8% 2.8% Year-end price ( ) High ( ) Low ( ) Share price/ Earnings per share (P/E)* Share price / Cash flow per share* Market to Book Value* Autostrade as % of stock market capitalisation* 1.57% 1.98% Autostrade as % of S&P Mib index* 1.45% 1.60% Group's ratings Standard&Poor's A - negative outlook A - stable outlook Moody's A3 - stable outlook A3 - stable outlook * Based on year-end price. AUTOSTRADE S.p.A. S SHAREHOLDER STRUCTURE AUTOSTRADE S SHARE PRICE PERFORMANCE Volumes Autostrade S&P/Mib (rebased) Volumes (000) 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 Jan.06 Feb.06 Mar.06 Apr.06 May.06 Jun.06 Jul.06 Aug.06 Sep.06 Oct.06 Nov.06 Dec Price ( ) 13

15 GROUP STRUCTURE FINANCIAL AND OPERATING HIGHLIGHTS FOR THE GROUP S PRINCIPAL MOTORWAY CONCESSIONAIRES MOTORWAY CONCESSIONAIRES CONTRIBUTIONS TO REVENUE AND EBITDA 14

16 THE GROUP S NETWORK AND PLANNED EXPANSION AND MODERNISATION WORKS 15

17 THE GROUP S INVESTMENT IN MAJOR WORKS Project Status Km covered by project Value of project (a) Stage of completion 31 Dec 2006 (b) Km open to traffic at 31 Dec 2006 (c) (km) m m % of completion (km) Autostrade per l'italia: Agreement of 1997 MI-VA (A8) Fiorenza - Gallarate Works completed % 28.7 MI-NA (A1) and BO-TA (A14) Bologna Interchange % Modena-Bologna Works completed (1) % Bologna Ring Road Works in progress (2) % 0.0 MI-NA (A1) Variante di Valico , % Casalecchio - Sasso Marconi Works in progress % Sasso Marconi - La Quercia Works in progress (3) % La Quercia - Badia Nuova Works in progress (4) , % Base Tunnel (d) Works in progress , % Aglio - Barberino Works in progress % Landscaping works (e) % 0.0 MI-NA (A1) Florence Interchange , % Barberino - Florence North Environmental Impact Assessment in progress % Florence North - Florence South Works in progress or completed (5) % Florence South - Incisa Environmental Impact Assessment in progress % 0.0 MI-NA (A1) Orte Fiano Works completed (6) % 37.7 Remaining investments Tender process underway/works in progress or completed (7) % 0.0 Total projects under Agreement of ,150 1,531 30% Autostrade per l'italia: IV Addendum of 2002 (m) MI-CO (A9) Lainate - Como Grandate Awaiting closure of Services Conference % 0.0 MI-Lakes (A8-A9) Access to Milan Exhibition Centre Works completed (8) % 3.8 MI-BS (A4) Milan - Bergamo Works in progress or completed (9) % 8.3 A7-A10-A12 Genoa Interchange Preliminary design in progress , % 0.0 BO-TA (A14) Rimini North - Pedaso (f) underway/works in progress (10) , % 0.0 Works being approved/tender process MI-NA (A1) Fiano Romano - Rome Orbital Motorway (g) Awaiting closure of EIA-Services Conference % 0.0 Other projects (h) Works being approved/ in progress/ completed (11) % Total projects under IV Addendum of , % 12.1 Total investments in major works by Autostrade per l'italia ,786 1,910 20% Subsidiaries: RAV: AO-Mont Blanc Tunnel (A5) Morgex- Entreves (Agreement of 1999) Works completed (12) % 7.2 Strada dei Parchi: RM-AQ-TE and Torano - Pescara (A24 and A 25) (Agreement of 2001) (n) % Villa Vomano -Teramo Work in progress % Rome East (Lunghezza) - Via P. Togliatti (i) Awaiting closure of EIA-Services Conference (13) % 0.0 Autostrade Meridionali: NA-Pompei-SA (A3) Napoli - Pompei (Agreement of 1999) (l) Tender process underway/works in progress or completed (14) % 3.6 Total projects by subsidiaries , % 10.8 Total investments in major works by the Autostrade Group ,925 2,517 23% (a) Total cost of carrying out the works, as assessed at 31 December 2006, including the base bid price, available funds, recognised reserves and early completion bonuses. (b) Excludes capitalised costs (financial expenses and staff costs). Percentage of completion calculated in relation to the value of the project. (c) Following the completion and opening to traffic of 4.2 km of the A3 between Naples and Pompei on 6 February 2007 and the opening to traffic of lots 2 and 3 of the motorway on 7 March 2007, a total of km have been opened. (d) The Base Tunnel includes the Badia Nuova-Aglio lots and pilot tunnels. (e) This item includes landscaping works around the motorway network on the Sasso Marconi-Barberino section. (f) Includes the new Marina di Monte Marciano junction (estimate in IV Addendum: 7m) and the new P.to S. Elpidio junction (estimate in IV Addendum: 22m). (g) Includes the new Castelnuovo di Porto junction (estimate in IV Addendum: 10m). (h) Includes the Tunnel Safety Plan (estimate in IV Addendum: 134m) and 6 new junctions (estimate: 91m). (i) Total costs including 64.1m to be financed by SdP and remaining 163.9m to be financed by proposing local authorities. (l) Planned widening on SAM's network regards 24.9 km, including 4.5 km already open to traffic during Agreement of (m) Final approval received in (n) In operation from (1) Excluding compensatory works. (2) The new Bologna Exhibition Centre junction was opened to traffic on 6 December (3) The northbound section of the Gardelletta Tunnel (840 metres) is nearing completion; work is scheduled for completion by April (4) Contract for lot 6-7 of the Variante di Valico finally awarded on 31 August The contract has so far not been signed due to appeals brought before the Administrative Court by certain companies not selected. (5) Southbound carriageway of Florence North-Florence Scandicci section opened to traffic on 21 December 2006 with provisional road markings. (6) Work on widening the southbound section of the Nazzano Tunnel (337 metres) is still underway; excavation is due to finish by spring 2007, to be followed by excavation of the reverse arch in the two bore holes (northbound and southbound), with completion expected by the end of (7) The works regard the widening of 3 viaducts on the A1 motorway, of which one has been completed, whilst the contract is in the process of being awarded for another and the third is in progress. This item also includes a number of works carried out by contractors with a contribution from ASPI. (8) Link opened to traffic from March 2005 with the inauguration of the Milan Exhibition Centre junction. Work is nearing completion and is expected to be finished in February 2008 (14 months after the site was made available free from interference and impediments). (9) The new Trezzo junction (Lot 2) was opened to traffic on 6 October Lot 2, between Trezzo and Cavenago, representing a section of approximately 7.5 km, was opened to traffic on 29 December 2006, together with a 1.6 km section of the eastbound carriageway of Lot 3, before the Bergamo junction. (10) Widening work has been divided into 9 lots. Work is in progress on one Lot (37.0 km), whilst the tender process is underway for another Lot (5.2 km). The Services Conference has closed for 5 Lots (88.7 km) and the final design is being added to. The closure of the EIA and the Services Conference is awaited for a further Lot (29.0 km), whilst the Services Conference for a ninth Lot (11.4 km) failed to give the go-ahead and a decision from the Cabinet Office is awaited. (11) Work on the Tunnel Safety Plan is in progress. In terms of the 6 junctions involved, work is in progress on one, the contract is in the process of being awarded for another, and a further 3 are awaiting closure of the EIA and the Services Conference. The final design is being prepared for the sixth. (12) This section was opened to traffic on 7 March 2007 on a provisional basis. (13) With the exception of upgrading work on the new Lunghezza toll station, which is in progress. (14) Work on widening the 20.4 km section has been divided into 6 Lots, of which 2 have been completed and 4 are in progress. The planned expansion of the motorway also envisages the construction/upgrading of 6 named junctions. Work on 4 of these has been completed, whilst work on another is in progress and the contract is in the process of being awarded for the last. 16

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22 SIGNIFICANT CORPORATE, REGULATORY AND LEGAL ASPECTS This section provides key information about corporate, regulatory and legal developments during 2006 and early 2007, partly in relation to potential future implications. Merger of Autostrade SpA with and into Abertis Infraestructuras SA On 23 April 2006 the Board of Directors of Autostrade SpA unanimously approved the Term Sheet, signed later that day, setting out the structure and principal terms and conditions of a merger between Autostrade and Abertis Infraestructuras SA, which envisaged Autostrade s merger into Abertis. The transaction aimed to create the world s number one motorway operator for the construction and management of road transport infrastructure, with a road system of over 6,700 km, revenues of approximately 6 billion and a stock market capitalisation of around 25 billion. The merger formed an integral part of the strategy drawn up by Autostrade in 2003 under the name of the Mediterranean Project. This called for the implementation of an integrated system of infrastructure and services in the Mediterranean area. This business combination was intended to increase the overall capacity of the transportation system in the Mediterranean area, considering not only domestic trade within the different countries, but also the wider trans-european and transcontinental context. More specifically, the merger aimed to create a common infrastructure platform and shared know-how in services and technologies, in order to make the transportation system serving the Mediterranean part of Europe more competitive, whilst modernising the systems in the respective countries. The merger had a business, financial and operational rationale. From the business point of view, size is the key to achieving growth, given the constant expansion of markets. So-called critical mass is important in the motorway sector due to the capital-intensive nature of the related investments. In fact, in other European countries, motorway concessionaires have recently tended to seek business combinations, in a sector that has witnessed a widespread process of privatisation. The merger also had a financial rationale. The opening up of markets has, in fact, prompted an upgrading of the industry s financial structure, as listed privatised concessionaires compete on the capital markets in order to raise low-cost funding to finance their growth plans. The merger was to make it possible to optimise the combined entity s capital structure, thanks to revenue growth, an improved outlook for EBITDA and the ability to generate more substantial cash flows. In addition, the absorbing company would have been able to rely on greater visibility for its shares on equity markets, thanks to its greater capitalisation and inclusion in the main European stock market indices. From an operational point of view, the positive synergies between the two groups were to translate into significant benefits in terms of the fit between the businesses, with the aim of ensuring greater quality and efficiency of the services provided to customers. 21

23 On 2 May 2006 the Board of Directors of Autostrade SpA approved the plan of merger, with only the CEO, who subsequently resigned, voting against. The transaction was based on a share exchange ratio of 1.05 new Abertis Class A ordinary shares for each Autostrade share, subject to payment to Autostrade s shareholders (who had not exercised their right of withdrawal) of a special dividend of 3.75 per Autostrade share, via the corresponding use of distributable extraordinary reserves. On 30 June the Extraordinary General Meeting of Autostrade SpA s shareholders approved the plan of merger, which envisaged the merger of Autostrade SpA with and into Abertis Infraestructuras SA (Abertis) and the concomitant listing of the shares of Abertis Infraestructuras SA on the Mercato Telematico Azionario organised and managed by Borsa Italiana SpA. The combination of the Italian and Spanish leaders in the sector would have contributed to the creation of the world s largest motorway operator, the best in its class for the construction and management of transport infrastructure. Relations with ANAS SpA, the Ministry of Infrastructure and the Ministry of the Economy and Finance with regard to the authorisation process Following a specific request from the Minister of Infrastructure, Council of State ruling no. 2719/2006 of 21 June 2006 stated that the merger required authorisation from ANAS SpA (Italy s highways agency) and the approval of the Minister of Infrastructure and the Minister of the Economy and Finance. Autostrade SpA and Autostrade per l Italia SpA, in a letter dated 5 July 2006, thus formally requested ANAS SpA for authorisation to proceed with the merger, whilst reserving all rights and/or claims regarding the legitimacy and effectiveness of the procedure referred to in ruling no. 2719/2006. Subsequently to this request, ANAS SpA, in a letter dated 5 August 2006, informed Autostrade SpA and Autostrade per l Italia SpA that it was not in a position to grant authorisation, following the decisions of the Minister of Infrastructure and the Minister of the Economy and Finance, communicated to ANAS SpA in a joint memo sent on 4 August Specifically, ANAS SpA explained that in the view of the two ministers the merger was not compatible or consistent with the aims of the concession agreement, or with the terms of the Group s privatisation, or with the commitments given in the Agreement of 1997 and subsequent addenda. Given that the merger has implications for the European market, pursuant to art. 1 of EC Regulation 139/2004, on 18 August 2006 Autostrade SpA and Abertis Infraestructuras SA formally reported the transaction to the European Commission. On 22 September 2006 the European Commission approved the merger without placing any conditions. In a letter dated 13 October 2006, ANAS SpA then informed Autostrade SpA and Autostrade per l Italia SpA that, with reference to the joint memo of 4 August drawn up by the Minister of Infrastructure and the Minister of the Economy and Finance, the obstacle to the merger with Abertis, represented by the fact that the shareholder structure of the merged company would include a construction company, following the entry into force of article 12, section 4 of Law Decree 262/2006, 22

24 subsequently converted into Law 286/2006, was no longer applicable. The letter stated, however, that all the other obstacles to the merger put forward in the previous communications, and included in the letter of 5 August, remained. On the same day, 18 October 2006, Autostrade SpA and its subsidiary, Autostrade per l'italia SpA, announced an appeal before Lazio Regional Administrative Court (TAR), against ANAS SpA, requesting cancellation, with a prior injunction suspending application, of the ruling of 5 August by which ANAS denied its authorisation to proceed with Autostrade SpA s merger with and into Abertis, with consequent recognition of the subjective right of the appellants to proceed with the merger without the requested authorisation. The appeal also requested the court to examine whether or not the measures contained in article 12 of Law Decree 262/2006 represent a violation of the subjective rights of the appellants, raising, under various aspects, the issue of the constitutional legitimacy of the above article 12. The appeal was lodged against ANAS SpA, the Ministry of Infrastructure, the Ministry of Economy and Finance and the Presidency of the Council of Ministers. Abertis SA and Schemaventotto SpA lodged similar appeals. Subsequently, with a letter dated 27 October 2006, ANAS SpA informed Autostrade S.p.A and Autostrade per l Italia SpA that on 26 October it had received a communication from the Minister of Infrastructure and the Minister of the Economy and Finance stating that the jointly signed memo of 4 August 2006 had been rendered devoid of any legal effect. This had the purpose of dispelling any doubts regarding the note sent to the Italian government by the European Commission on 18 October 2006, in which the Commission announced its preliminary conclusion that Italy might have violated article 21 of the EU Merger Regulation because of unjustified obstacles placed in the way of the merger. ANAS SpA therefore announced that its communications of 5 August and 13 October 2006 were no longer valid or effective, specifying that Autostrade SpA and Autostrade per l Italia SpA could re-activate the authorisation process begun on 5 July On the same day, 27 October 2006, Autostrade SpA and Autostrade per l Italia SpA responded to ANAS SpA, clarifying the fact that, under their interpretation, the European Commission s assertion regarding the illegitimacy of the authorisation process also extended to the requirement to submit the merger to the prior authorisation of ANAS SpA and the Minister of Infrastructure and the Minister of the Economy and Finance, requesting an explicit decision on the matter should ANAS be of a different opinion. In a letter dated 9 November 2006, ANAS SpA stated that it had not received any answer to its letter of 27 October 2006 and was thus awaiting a request for re-activation of the authorisation process. ANAS SpA went on to state that, without such a request, the authorisation process could not begin. Autostrade SpA responded in a letter dated 17 November 2006, in which, among other things, the Company: - noted the contradictory nature of the communications issued by ANAS SpA on 13 October 2006, 27 October 2006 and 9 November 2006 regarding authorisation of the merger, and - reminded ANAS SpA that on 27 October 2006 it had requested clarification regarding the subsequent ineffectiveness of the above communications of 5 August 2006 and 13 October 2006 and the related removal of the need to re-activate the above authorisation process. 23