annual report - atlantia · growth is also curbed by the inadequacy of the italian infrastructures...

ANNUAL REPORT

CHAIRMAN

ORGANISATION CHART 1 JANUARY 2004

BoD SECRETARIAT

MANAGINGDIRECTOR

GROUP GENERALMANAGER

ADMINISTRATION,PLANNING, FINANCE ANDINVESTOR RELATIONS

INSTITUTIONALRELATIONS ANDCOMMUNICATIONS

DEVELOPMENTACTIVITIES

GROUP RESOURCE,ORGANISAT. DEVELOPMENT AND QUALITY

LEGAL AFFAIRS

INTERNAL AUDITING

71.7%

DEL

PARTICIPATIONS

EUROPPASS

DI

GROUP ORGANISATION AT 31 DECEMBER 2003

AUTOSTRADE SPA

TORINO-SAVONA99.9%

OTHER INITIATIVES

AUTOSTRADE PER L’ITALIA 100%

OPERATING COMPANIES AUXILIARY SERVICES

CONCESSIONS SERVICES

INTERNATIONALDEVELOPMENT

INTEGRATED SERVICES FOR TRAFFICAND COMMUNICATIONS

CAR PARKS AND URBAN TRAFFIC AND TRAFFIC

INFORMATION

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AUTOSTRADE GROUP NETWORK AT 31 DECEMBER 2003

Autostrade Group

ANAS and other Concession-holders

Mont Blanc

PaduaTurin

Genoa

Rome

Florence

Venice

Naples

BOARD OF DIRECTORS’ MEETING 29 APRIL 2004Share capital €571,711,557.00 fully paid-inTax Code, VAT registration and company register of Rome no. 03731380261 REA registration number: 1023691Registered office in Rome, via A. Bergamini no. 50

ANNUAL REPORT 2003

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Shareholders,

the year 2003 was very important for our Company. The operations completed during the year radically changedthe Autostrade Group profile, which now shows a strengthened shareholding structure, a more adequateorganisation and an increased constructing and operating capacity.

2003 also marks the start-up of a demanding development phase, in line with the role as pro-active participantin the Italian modernisation process that the Autostrade Group has always played operating in the interest of allits stakeholders: market, customers, institutions, territory and employees.

Today and at its early start in the 1960s, the Autostrade Group’s role is to contribute firmly to the growth of Italy.The Group entrepreneurial viability plays a key role in the current stagnation of the Italian economy. The Italianmodel is unfortunately characterised by a system of mainly small enterprises unwilling to innovate products andthus not much capable of driving the entire system towards a development model fit for the new economic context.Growth is also curbed by the inadequacy of the Italian infrastructures due to a construction standstill lasted formore than thirty years. On the other hand, owing to the insufficiency of public financial resources, we need to raiseprivate funds and resort to specialized financing for the construction of the new necessary works. During the economic boom, the only action was to boost the growing economy and foster the exchange of goods,mainly domestic, linking the production centres and supporting people travelling across the country. Within thecurrent competitive scenario, based on a global competition system, our challenge is to stimulate a newdevelopment cycle by modernising the existing road network and creating network and service integrated systems.We aim at managing traffic flows and reducing traffic congestion levels, which have brought unsustainable costsin terms of production slowdown (estimated to be above €1 billion a year over the motorway network). In addition,in Italy damages caused by traffic congestion are worsened by long decision-making times before theconstruction of crucial works starts. In order to relaunch the country’s development, the infrastructure needs tobe upgraded also to attract direct investments from abroad to Italy and national and international exchange ofgoods. Upgrading the road infrastructure rises the competitiveness of the transport system and reduces trafficcongestion, but also gears the economic recovery with positive sudden effects on GDP and employment.

The Autostrade Group has agreed with ANAS, the Italian authority for motorways, an investment plan of more than€10 billion. The plan includes works under construction envisaged in the 1997 Agreement, and the measures setforth in the IV Addendum to Agreement signed on 23 December 2002.As regards the Addendum, the complex authorisation process is about to be concluded and will enable theconcession-holder Autostrade per l’Italia to step up its plan for the network development and modernisation. Ata regional level, the Group participates in promoting new local works through minority interests in othercompanies.

As from 1 July 2003, the Group has a new corporate structure more efficient and flexible in line with the otherleading European operators of the sector. The Group has focused on the motorway core business and has alsogiven value to other non-core business, in particular to international projects and advanced services for trafficand communication. As part of the Group reorganisation, the head company of the domestic motorway sector has been given the nameof “Autostrade per l’Italia” with the aim of underlining the Group commitment to the Italian infrastructuralrevamping.

The reorganisation of the Group was completed in September 2003 with the merger between Autostrade SpA andthe company formed as a special purpose vehicle for the PPO (Newco28 SpA). The merger simplified the chain ofownership of the Group by eliminating a layer separating shareholders from the operating companies, and alsoimproved the capital structure of the Group. The market appreciation of the reorganisation operations concluded

LETTER TO SHAREHOLDERS

during 2003 is witnessed by the significant rise in the Autostrade stock, which increased by 75% from themoment the PPO was made (November 2002) and the end of 2003. Also, the good credit rating assigned toAutostrade by the rating agencies, as a result of such reorganisation, attests to our Company’s reliability with thecredit markets and is an important reference for the support to the Group investment plans.

In 2003, the Autostrade Group consolidated the business of the new company Strada dei Parchi, which is theconcession-holder of the A24 and A25 motorways from 1 January 2003. It also managed the start-up phase ofEuropass in Austria which constructed the most advanced dynamic toll system only for heavy vehicles over the2,000-km-long road and motorway network, as scheduled. With its 25% stake, the Group also took part in theopening of Britain’s first-ever toll motorway, Birmingham town ring-road named M6 Toll (54 Km). Also, in 2003there was the completion of the transfer of the telecommunication business branch and the subsidiary AutostradeTelecomunicazioni was disposed of.

With regard to the Group ordinary operations, the 2003 results show the ongoing commitment to improveefficiency that the Group had already begun with the privatisation. Thanks to a yearly average increase in traffic(+2.8), consolidated revenues rose by 9% compared with 2002 (from €2,356.8 million in 2002 to €2,569.8 millionin 2003). Gross operating margin (Ebitda) increased by 8.5% from the previous year (from €1,471.8 million in2002 to €1,597.4 million in 2003). Operating result (Ebit), amounting to €885 million, rose by 10.5% comparedwith the corresponding value of 2002, and reflected the economic effects of the corporate reorganisation and the2002 extraordinary items relating to the disposal of Blu SpA.Consolidated net profit amounted to €233 million, with a 32% increase from 2002 with an unchangedconsolidation scope.

The improved performance, in terms of results, is accompanied by a marked acceleration in the start andconstruction of the works to modernise and develop the network. At the end of 2003, among the projects approvedby the Service Conference and the works awarded to enterprises, Autostrade started more than 80% of theinvestments under the 1997 Agreement with Anas. The acceleration was the result of the impulse that theCompany could give to works, as soon as the Government made its decisions. The Variante di Valico attests tosuch a drive and is the work of art waited for more than twenty years and for which work-sites for the constructionof works worth €1,200 million have been opened. The last and most important work-site was the Base Tunnel,whose works started on 7 April 2003 in the presence of the Prime Minister, the Minister of Infrastructure andTransport and the Chairman of Anas.

Thanks to the increase in maintenance activities (+21% of new pavements with respect to 2002) and thecompletion of the 2002-2003 safety programme, the Group achieved important improvements at the safety level.During 2003 there was a 10% decrease in total accidents over the Autostrade Group network and fatal accidentsreduced by 13.6% from 2002.

Other goals met regarded the service quality. We continued developing automated payment systems throughwhich 65% of payments were made and this increased the network accessibility levels. At the same time, theGroup took other specific actions to improve traffic free flow, such as the improvement of information andassistance provided to motorists. Finally, the Group wanted to create comfortable environments to ensure goodreception and rest for customers when they stop, through a plan to renovate the service areas. The plan aims atincreasing the range of services provided and enhancing the traditional and specific features of the surroundinglandscape. All the initiatives started and put in place stem from an approach based on principles of business ethics whichcombines profitability with the safeguard of public-interest environmental resources. It should be rememberedthat since 1997 Autostrade has published its Environmental and Social Report every year. The Report is not astand-alone initiative but is part of and combines with a far-reaching system of business ethics, which

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guarantees the service quality, adequate liaisons between owners and management, the protection andenhancement of the environment, the optimal use of human resources, and the impulse to innovation.

During 2003, the Company implemented the provisions of Law Decree 231/01 and ensured the correct applicationof the Corporate Governance Code and the full operation of the control committees.To confirm Autostrade’s ongoing commitment to governance, in 2003 it adopted the Code of Ethics. This is a self-regulatory document summarising the rules set by the Company on: (i) the conduct towards internal and externalstakeholders, (ii) transparency of accounts, (iii) safety and working environment protection, (iv) respect forprivacy, and (v) insider trading prevention. Autostrade also created a Group Ethic Officer responsible forsupervising the compliance with the Code, disseminating it, checking its knowledge among employees, andupdating it.Taking the opportunities connected with the enforcement of the company law reform, Autostrade is preparingitself to introduce new measures for a larger involvement of minority shareholders at the meetings.

The attention that Autostrade has always paid to corporate governance, transparency and communication hasbeen recently recognised by the Brendan Wood International Shareholder Confidence Index. This is the majorinternational index, which measures institutional investors’ confidence towards the leading worldwideenterprises. Autostrade was the first placed transport company in Brendan Wood International Index. We feel veryproud that only seven European companies were ranked among the top three enterprises of the transport sector.

The Company intends to go on its way according to such sound principles and on this deep-rooted basis.

Gian Maria Gros-Pietro Vito GamberaleChairman Managing Director

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GENERAL INFORMATIONCORPORATE BODIES HIGHLIGHTSKEY FACTSMANAGEMENT OVERVIEWPROFILE OF AUTOSTRADE GROUPTHE PPO FOR AUTOSTRADE, THE MERGER WITHNEWCO28 AND THE NEW SHAREHOLDING STRUCTURE SHAREHOLDERSPERFORMANCE OF AUTOSTRADE SHARES IN 2003

OVERVIEW OF OPERATIONS1. ACTIVITIES IN 2003 2. ENVIRONMENT AND SUSTAINABLE DEVELOPMENT3. COMMUNICATION4. RESEARCH AND DEVELOPMENT5. HUMAN RESOURCES AND ORGANISATION 6. ECONOMIC AND FINANCIAL PERFORMANCE

OF OPERATIONS7. SIGNIFICANT POST-PERIOD EVENTS 8. BUSINESS OUTLOOK 9. RELATIONS WITH SUBSIDIARIES AND INVESTEE

COMPANIES10. OTHER INFORMATION11. ANNUAL REPORT ON CORPORATE GOVERNANCE

AND COMPLIANCE WITH THE CORPORATE GOVERNANCECODE FOR LISTED COMPANIES

PROPOSALS OF AUTOSTRADE SpA SHAREHOLDERS’ MEETING

AUTOSTRADE SpA FINANCIAL STATEMENTS 2003BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OFAUTOSTRADE SpA AT 31 DECEMBER 2003NOTES TO THE STATUTORY FINANCIAL STATEMENTS

THE AUTOSTRADE GROUP AT 31 DECEMBER 2003CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSSACCOUNT OF THE GROUPNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSLIST OF EQUITY INVESTMENTS IN UNLISTED COMPANIES AT31 DECEMBER EXCEEDING 10% OF SHARE CAPITAL

STATUTORY AUDITORS’ REPORT TO THE SHAREHOLDERS’ MEETINGAUDITORS’ REPORTSHAREHOLDERS’ MEETING RESOLUTIONS

TABLE OF CONTENTS

1215161718202327

3435

364088909294

100

128130132

136144

158

160164

174

238242

248280

282

286292

GENERALINFORMATION

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Chairman [*] GROS-PIETRO Gian Maria

Managing GAMBERALE Vito Director [**]

Members BENETTON Gilberto BORRINI AmerigoCASSESE SabinoCERA Roberto CLÔ Alberto [***]DE SIMOI Sergio DI SALVO Piero [***]FAINÉ CASAS Isidro FASSONE AntonioFERRARINI Guido [***]GUIDI Guidalberto [***]MION Gianni PIAGGIO Giuseppe

Chairman TROTTER Alessandro

Auditors GALLO FrancoMIGLIETTA AngeloQUAGLIA GiovanniSPADACINI Marco

Alternates GENTA GiandomenicoGIUNTA Giovanni

KPMG SpA

BOARD OF DIRECTORSFOR 2003-2005

BOARD OF STATUTORYAUDITORSFOR 2003-2005

AUDITING COMPANYENGAGED FOR 2003-2005

[*] Legal representative, with particular reference to relations with national andinternational authorities and public bodies; supervisory powers over all Companyactivities; responsibility for promoting image of the Company and Group. [**] Management powers with restrictions on contractual commitments.[***] Independent directors.

CORPORATE BODIES

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1999 2000 2001 2002 2003ECONOMIC AND FINANCIAL HIGHLIGHTS CONSOLIDATED (Amounts in €/millions) Revenues 1,968 2,073 2,225 2,359 2,571Ebitda 1,037 1,179 1,322 1,472 1,597Ebitda Margin 52.7% 56.9% 59.4% 62.4% 62.1%

Average workface (no. of employees) 10,107 9,600 9,276 9,028 9,402Investments in tangible assets 370 394 397 467 1,467

1999 2000 2001 2002 2003HIGHLIGHTS ON OPERATIONS TRAFFICKm travelled on Group’s road network (millions) 43,809 45,364 46,932 48,266 51,599Daily average traffic on Group’s road network [*] 38,473 39,804 41,271 42,340 41,556MAJOR WORK AUTOSTRADE PER L’ITALIA (Amounts in €/millions) [**] [***]Approved Autostrade 280 14 991 36 973Delivered 122 33 298 428 115Finished 124 2 122 [*] Annual Average Daily Traffic (AADT)[**] Net auction + amounts on hand.[***] The slight difference with respect to the table in the Directors’ Report for 2002 is caused by the addition of residual investments in major work envisaged in the Financial Plan of 1997.

ACTIVITIES CONNECTED WITH GREAT WORKS OVER YEARS (Amounts in millions of euros)

2,200

2,000

1,800

1,600

1,400

1,200

1,000

800

600

400

200

0 1997 and before

1998 1999 2000 2001 2002 2003

Works approved by Services Conference and Entities

Executive projects approvedfor submission to ANAS

Works delivered/actual works started on the territory

Works finished andentered into operation

HIGHLIGHTS

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KEY FACTS

Construction —— Strong acceleration in new and ongoing works for the modernisation and upgrading of theroad network• In 2003, the Group’s investment spending on the road network was €647 million, an increase of 38.5%compared with 2002.• In 2003, Autostrade per l’Italia submitted projects totalling €973 million to ANAS for approval, and wasassigned work totalling €910 million.

Maintenance —— Sharp increase to improve infrastructure quality • Paving: 14.5 m2 of surfaces treated (increase of 21% compared with 2002); the amount of draining pavementin place increased three-fold compared with 2002 (from 2 million to 6 million m2).• Completion of the program for road network safety begun in 2002. In 2002 and 2003, the Company installed309 kms of side barriers, 571 by-passes with rapid opening systems and 174 kms of safety fencing on viaducts.

Safety —— Major reductions in accidents on Group network • Total accidents: decrease of 10.1%• Accidents involving injuries to persons: decrease of 7.6%• Accidents with fatalities: decrease of 9.5%• Accidents in holiday periods: decrease of 19% during Easter period; decrease of 24% in July-August; decreaseof 26% during long weekend of 8 December.

International development• Austria: Europpass completed the construction of a system for the dynamic collection of tolls from heavyvehicles on the main routes of Austria (2,000 Km). The system was activated on schedule on 1 January 2004. • United Kingdom: opening of the M6 Toll (54 Km), Britain’s first-ever toll motorway. Autostrade has a 25% stakein the consortium in charge of the building and operation of the road.

Successful completion of strategic operations for the overhaul of the Group’s corporate structure andorganisation• Public purchase offer (PPO), made at the end of 2002 and concluded in February 2003 marked the beginningof restructuring operations.• The reorganisation program, known as Progetto Mediterraneo, was implemented on 1 July 2003, and increasedthe efficiency and flexibility of the Group.• In September 2003, Autostrade SpA merged with Newco28 SpA, the special purpose vehicle created for the PPO,which allowed the Group to remodel its capital structure.

Completion of disposal of telecommunication activities• Sale of Autostrade TLC.

Recognition received• Inclusion of the Autostrade stock in the MSCI World Index, which is the world benchmark for larger capitalisationstocks. This index consists of 1,556 companies listed on international stock exchanges which operate in varioussectors.• Confirmation of Autostrade’s listing in the Dow Jones Sustainability Index STXX (DJSI STOXX), the world’s leadingindex of ethical stocks, which takes economic, social and environmental sustainability into consideration.• Brendan Wood International Shareholder Confidence Index, which measures international institutionalinvestors’ confidence in leading companies, lists Autostrade as the top company in the transport sector.• In 2003, Autostrade per l’Italia’s commercial call centre won first prize in the Customer Service Awards–QualityContact” among public service companies, and second prize among all market sectors.

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MANAGEMENT(THE ORGANISATION CHARTS OF AUTOSTRADE SpA AND OF THE CORPORATE STRUCTURE OF THE GROUP AREPRINTED ON THE COVER FLAPS)

Prof. Gian Maria Gros-Pietro Chairman

Vito Gamberale Managing Director

Giovanni Castellucci Group General Manager

Luca Bettonte Director of Administration, Planning, Finance and Investor Relations

Gianpiero Giacardi Director of Group Resource, Organisational Development and Quality

Pietro Fratta Director of Legal Affairs

Enrica Giorgetti Director of Institutional Relations and Communications

Antonio Marano Director of Development Activities

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OVERVIEW

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PROFILE OF AUTOSTRADE GROUP

The Autostrade Group (the Group) is the leading company in Europe for the construction and operation of tollwaysand the management of other transport-related services. —— In Italy, around 4 million motorists, approximately8% of Italy’s population, make daily use of the Group’s road network, which measures 3,408 km in length.

Autostrade has a stock market capitalisation of more than €8.6 billion. In 2003, the market gave evident signsof its approval of the extensive and extraordinary financial and organisational operations that the Group carriedthrough to change its shareholding and corporate structure:

• the PPO for Autostrade Concessioni e Costruzioni Autostrade SpA, made at the end of 2002, was successfullyconcluded in February 2003, and almost 80% of the share float was acquired. The operation consolidated thecontrol of a central core of company shareholders, and thus set the stage for the restructuring operations;• the reorganisation plan known as the Progetto Mediterraneo, prepared in 2002 and put into effect from 1 July2003, gave to the Group a more efficient and flexible structure that is more similar to that of other major Europeantollways operators, and more responsive to the Group’s new development strategies;• the reorganisation of the Group was completed in September 2003 with the merger of Autostrade SpA and thecompany formed as a special purpose vehicle for the PPO (Newco28 SpA). The rate at which the shares wereexchanged for the purposes of the merger was determined with reference to transparent, homogenous anduniform criteria throughout the entire evaluation process, protecting the interests of shareholders, especiallyminority shareholders, in both the acquiring and the target companies.

In the aftermath of these operations, Autostrade share value rose by 75% (from when the PPO was made, 1November 2002, to the end of November 2003).

The Progetto Mediterraneo set out the new organisational structure for the Group, and delineated a new strategiclevel, which is now occupied by Autostrade SpA, the Group’s Parent. Autostrade SpA is a listed holding companywith functional responsibility for coordinating the various business activities of the Group, which encompassmotorway construction, operation and maintenance, the development of toll collection systems and the deliveryof integrated transport and communication solutions.

Motorway activities in ItalyThe Group operates a road network measuring 3,408 Km, which is distributed along two north-south axes (the A1 fromMilan to Naples and the A14 from Bologna to Taranto), which help to draw Italy closer to the socio-economic heart ofEurope. The axes are traversed by a number of intersecting east-west routes, especially in the northern part of Italy,which provide an efficient network of connections and an essential transport function for the chief metropolitan areasof Italy. The Group therefore has a fundamental role in local development and the economic growth of Italy as a whole.

The Group’s motorway operating companies are:Autostrade per l’Italia SpA (2,854.6 Km of roads operated under licence), a newly-formed company (entirely ownedby Autostrade SpA) that, on 1 July 2003, obtained the rights and obligations implicit in the Agreement of 4 August1997 between Autostrade Concessioni e Costruzioni SpA and ANAS, which remains in force until 2038; Società Italiana per Azioni per il Traforo del Monte Bianco (5.8 Km), operator of the Italian section of the MontBlanc Tunnel (51% owned by Autostrade);Raccordo Autostradale Valle d’Aosta SpA (32.4 Km), operator of the tollways linking Aosta and Mont Blanc (58%owned by Autostrade);Autostrada Torino-Savona SpA (130.9 Km), operator of the motorway between Turin and the Liguria coast (99.9%owned by Autostrade);Autostrada Tirrenica SpA, holder of the operating concession for the entire highway stretching from Livorno toCivitavecchia (240 Km), and currently operator of the section between Livorno and Rosignano (36.6 Km). The com-pany is 93.2% owned by Autostrade;

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Tangenziale di Napoli SpA (20.2 km), the company operating the main artery for the Naples metropolitan area(100% owned by Autostrade);Autostrade Meridionali SpA (51.6 Km), which operates the Naples-Pompei-Salerno motorway (58.9% owned byAutostrade);Strada dei Parchi SpA (281.4 Km), concession operator since 1 January 2003 for the Roma-L’Aquila-Teramo (A24)and Torano-Pescara (A25) motorways. The concession for the two motorways was awarded to Strada dei Parchi(60% owned by Autostrade) in 2001, a new company formed following a competitive tender put out by ANAS. Theconcession expires 2029.

In the area of motorway-related businesses in Italy, the following provide accessory services to the Group’s corebusiness:SPEA Ingegneria Europea SpA (100% owned by Autostrade), which operates in the business of motorway plan-ning, work supervision and the monitoring and scheduling road maintenance;Pavimental SpA (71.7% owned by Autostrade), which carries out road paving and maintenance activities;EssediEsse Società di Servizi (100% owned by Autostrade), which is in charge of providing administrative servi-ces, payroll management, delivering general services and managing real estate assets for the entire Group.

Autostrade also has the following minority interests:a 5.42% investment in Società Autostrada del Brennero SpA, which operates the A22 Brenner-Verona-Modenamotorway (314 Km), a route that is important for north-south links on the Verona-Brenner interport axis; a 4.9% investment in Autovie Venete SpA, which operates the A4 Mestre-Trieste (Km 125.9); A23 Palmanova-Udine (Km 18.5) and A28 Portogruaro-Conegliano (Km 35.9) motorways. The motorways operated by AutovieVenete are strategically located on the east-west Trans-European Corridor 5.

International motorway activitiesThe Autostrade Group’s international development strategies are focused on the exportation of the technical andmanagerial know-how that the Group has built up in the motorway sector. In particular, Autostrade is leveragingthe multiple potential of dynamic toll collection technology, which could form the basis for an interoperableEurope-wide system of toll collection, an ambition that is now central to European policy discussions for the har-monisation of the transport sector.

Autostrade’s equity investments in companies based abroad are as follows:• in Austria, Autostrade owns 100% of Europpass, which was set up after the company won the competitionorganised by the Austrian road authority (Asfinag) for the construction and operation of an electronic tollcollection system for heavy vehicles using Austrian motorways (2,000 km). Europpass completed the installationof the system in just 18 months from when it won the contract. The multi-lane Telepass system came into servicein January 2004, as contractually specified. This is the first dynamic multi-lane toll collection system in the worldto be constructed on such a scale. The other systems already in place are limited to city ring roads (Melbourneand Toronto) and are built on a small scale (50-100 km); • in the United Kingdom, Autostrade owns 25% of Midland Expressway Ltd. (MEL), the concession holder for theconstruction and operation of the Birmingham motorway, the M6 Toll (54 km), in partnership with the MacquarieGroup of Australia. The first section of the M6 Toll opened in December 2003. This project is innovative becausethe Birmingham ring road is the first ever toll road to be built in the UK; • in the United States, through its subsidiary Autostrade International U.S. Holdings, Autostrade owns 100% ofAutostrade International of Virginia O&M, which operates the Dulles Greenway, a 24-km toll road; • in Spain, Autostrade owns 4.9% of Abertis SA the leading motorway operator in Spain whose network totals1,522 Km; the Spanish company also holds an indirect equity interest in Autostrade SpA through Schemaventotto.

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Integrated transport and communication servicesThe Autostrade Group has undertaken the following initiatives in areas related to its core business:in the area of Infomobility, InfoBlu SpA, a 100% owned subsidiary of Autostrade, produces and broadcastsinformation about traffic conditions on the motorway network; in the area of advanced services, Towerco SpA, a newly-formed company 100% owned by Autostrade SpA, isengaged in the design and construction of multi-operator installations on motorway sites to house antennae andtelecommunications equipment for diverse operators (generally mobile telephony service providers), and forinstitutional and company purposes (Isoradio, traffic control systems etc). The Company has signed frameworkagreements with Telecom Italia Mobile SpA, WIND SpA and Vodafone SpA, setting out the terms for the rent ofequipped sites, the supply of related services and the provision of areas for temporary installations, or radiocoverage in tunnels; in relation to the development of the Telepass system for traffic control in restricted zones (urban areas, ports,interports, parking facilities), the Autostrade Group is providing the technology for the electronic monitoring ofvehicles accessing the city centres and, from 2003, the integrated system for the operation and maintenance ofthe traffic control systems implemented in Siena and Florence; in the area of parking and urban mobility, Autostrade SpA has a 40% equity investment in Saba Italia SpA, acompany specialising in the design, construction and operation of pay parking facilities. The remaining 60% isowned by the Saba Group (Abertis Group). Saba has recently concentrated its activities on parking structures incity and town centres. As these initiatives have limited added value to the core competences of the Group, theyare of limited appeal to the Group, which is more interested in interportal solutions such as park-and-drive points.

All the activities of the Autostrade Group are geared towards the creation of value for shareholders and thecommunity at large, and the achievement of greater operating efficiency and effectiveness in a manner that alsoallows the Group to maintain a positive financial situation. In keeping with its commitment to sustainabledevelopment, the Group places enormous value on caring for and protecting the local areas its roads traverse,and considers the views of its stakeholders.

The Group is committed to guaranteeing the maximum functionality of the motorway network it operates, and isconstantly seeking ways of improving the safety and quality of the service it provides to customers by, amongother things, developing innovative services and responding to the transport and mobility needs of its users andthe national economy as a whole.

To accomplish these objectives, the Group has made substantial investments in upgrading and modernising theItalian motorway network, and is closely following developments in the European motorway system. At a nationallevel, the Group is aiming to bridge the infrastructure gap that separates Italy from other major Europeancountries, and is therefore not only finishing the work included in the investment plan of €5.5 billion associatedwith the Agreement of 4 August 1997, but is also making additional investments which are outlined in anAddendum to the Agreement of 1997. The formal approval of the Addendum is now in the final stages.

The Group’s strategies are designed to benefit from the opportunities offered by the transport polices of national andEuropean institutions. Autostrade is therefore interested not only in the development of the national motorwaynetwork, but also in the enlargement of the EU towards eastern European countries and the strategic expansion ofthe motorway network along European transport axes (Trans-European Networks and Paneuropean Corridors).

The international activities in the UK and Austria are intended to help advance the Group’s strategic plans for theintegrated development of transport on a European scale. The basic premise of the European Union’s strategiesin the field of transport is that regulations must be harmonised and road management systems renderedinteroperable. The Telepass technology, which has the potential to evolve, can offer the support needed for theachievement of these goals.

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The Austrian experience is an exemplary instance of an efficient response to the need for the efficientmanagement of traffic flow through the Alps. The solution put in place makes it possible to apply charges to heavygoods vehicles that correspond to their use of the road, and thereby eliminating the need for the “Ecopoint” (roadusage charges) and “Eurovignette” systems.

The Birmingham ring road is also in line with European transport polices, both because the M6 Toll forms part ofthe Trans-European Transport Network, and because, from a technical perspective, the project offers an exampleof how to respond to serious congestion problems in a city area.

The value of the two initiatives is enhanced by the fact that both were built though project financing that usedonly private sector funds without recourse to public funds.

The international visibility of the Group has been increased due to the addition of Autostrade to the MSCI WorldIndex, which lists companies with the highest market capitalisation, and includes 1,556 listed companies fromall over the world operating in a wide range of sectors.

Also, at the end of 2003, the prestigious independent research company, Brendan Wood International, rankedAutostrade as the leading company in the transport sector in its Shareholder Confidence Index, which measuresthe confidence of major institutional investors in the top companies of the world.

Autostrade’s pursuit of its varied goals is always conducted with strict respect for business ethics, fulltransparency and compliance with the law. We successfully combine the pursuit of profit with the protection ofthe public interest, and this is a defining characteristic of the service we provide.

In 2003, in recognition of the Company’s commitment to and its conduct focused on sustainability, for the secondyear in a row, Autostrade was one of only three Italian companies selected for inclusion in the Dow Jones STOXXSustainability Index (DJSI STOXX), the leading ethical investment index, which evaluates companies withreference to their economic, social and environmental sustainability.

THE PPO FOR AUTOSTRADE, THE MERGER WITH NEWCO28 AND THE NEW SHAREHOLDING STRUCTURE

In November 2002, Newco28 SpA, a subsidiary of Schemaventotto SpA, which then held a stake of around 30%of the share capital of Autostrade-Concessioni e Costruzioni Autostrade SpA (“Autostrade”), announced it wasmaking a friendly bid for all the ordinary Autostrade shares that Schemaventotto SpA did not already own. ThePublic Purchase Offer (PPO) set a price of €9.50 per share.

The PPO was published on 17 January 2003, and the period of acceptance began on 20 January 2003. To increasethe chances of success of the bid, on 11 February 2003, Newco28 SpA shareholders approved an increase in theoffer price from €9.50 to €10.00 per share. The Offer closed on 21 February 2003, with the Offeror havingobtained 54.1% of the entire share capital of the target company, with the result that the direct and indirectcontrol of Schemaventotto in Autostrade rose to 83.8%.

Autostrade, since the end of 2002, had been implementing the Progetto Mediterraneo to reorganise its businessstructure. The aim of the reorganisation was to separate the Group’s activities under concession from its otherlines of business by turning Autostrade into a listed holding company with equity investments in other companiesthat would then operate in the various areas of interest (the operation, maintenance and construction ofmotorways, the development of toll collection systems, transport and communication systems). The neworganisational structure became effective on 1 July 2003.

On 28 March 2003, the Board of Directors of Autostrade and the Sole Director of Newco28 SpA, approved anoperation to merge Autostrade and Newco28 SpA. The merger was approved on 21 May 2003 by shareholders ofthe two companies, and concluded on 22 September 2003.

Thanks to the Newco28 PPO, the implementation of the Progetto Mediterraneo and the successive merger ofAutostrade, the Group succeeded in:• expanding the controlling interest in Autostrade beyond the 30% of shares already owned by SchemaventottoSpA, and thereby giving greater stability to the ownership structure of the Autostrade Group and facilitating thebuilding of possible future alliances with national and international partner companies;• optimising the operating structure through the creation of companies that are focused on specific activities,and are therefore in a position to promote strategic alliances within their particular business area;• limit the concession obligations for the sole operational activities effectively performed in concession; • increasing the book value of the motorway activities at least to the value recognised at the time of Autostrade’sprivatisation;• remodelling Autostrade’s capital structure to bring it closer into line with rival companies in Europe.

The Newco28 PPONewco28 was originally incorporated on 11 June 2002 as Schematrentadue Srl, and later adopted the nameNewco28 SpA. It took on its current name, Autostrade SpA, after the completion of the merger.

In November 2002, the company’s sole shareholder, Schemaventotto SpA, which then held around 30% of theshare capital of Autostrade - Concessioni e Costruzioni Autostrade SpA (“Autostrade”), chose Newco28 SpA as thevehicle for conducting a voluntary PPO for the entire share capital of Autostrade, apart from the shares alreadyin the possession of Schemaventotto SpA. The offer price was €9.50 per share, and the total value of the bid was€7,979 million.

At a meeting on 6 December 2002, Schematrentadue Srl’s shareholders agreed to make an offer for Autostradeshares and, with the view to adapt the company’s structures to its future activities, also decided:• to transform the entity from a limited liability company (Società a responsabilità limitata: Srl) to a companylimited by shares (Società per azioni: SpA);• to rename the company “Newco28 SpA”;

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• to increase the share capital to €5 million;• to write new company bylaws;• to appoint a new Sole Director and Board of Statutory Auditors.

On 24 December 2002, the company and six banks, Barclays Bank Plc, Caixa D’Estalvis I Pension de Barcelona(“La Caixa”), Credit Lyonnais SA, Goldman Sachs Credit Partners LP, Mediobanca and UBM (the “Lenders”),signed a Senior Acquisition Facility (the “Loan”) for a maximum value of €8,780 million, scheduled for use asfollows: (i) up to around €7,980 million to cover the maximum disbursement that full participation in the PPOwould have rendered necessary; (ii) up to €300 million to cover the costs associated with the PPO; and, (iii) upto €500 million to cover all or part of the interest on the loan. The loan was granted for a period not exceeding18 months (redeemable by 23 June 2004) according to the normal market terms and conditions for suchoperations. —— Simultaneously, the pool of banks agreed to help the company and Autostrade Groupsubsidiaries meet their financial requirements by providing: (i) a Senior Capex Facility with a duration of up to18 months for €1,500 million to finance part of Autostrade’s investment program for the two-year period of2003-2004 and, (ii) a Senior Long-Term Facility for a maximum of €10,280 million, expiring on 31 December2014 (equal to the sum of the maximum amount of the Loan plus the Senior Capex Facility).

The PPO was published on 17 January 2003, and the period of acceptance began on 20 January 2003. To enhancethe possibility of the success of the PPO, on 11 February 2003, the company shareholders approved an increasein the value of the bid from €9.50 to €10.00 per share. On the same date, to cover the extra financial liabilityresulting from the higher offer, the contract that the company had signed with the lending banks on 24 December2002 was amended. The Loan was increased to a maximum of €9,200 million, of which up to €8,400 million wasearmarked to cover the maximum disbursement that would become necessary in the event of the company havingto acquire all the shares in circulation.

The PPO closed on 21 February 2003, on which date the Offeror had obtained 645,883,333 of the 1,194,220,700Autostrade shares then in existence, equal to 54.1% of the entire share capital of the target company. Thisbrought Schemaventotto’s direct and indirect equity interests in Autostrade to 83.8%. —— On 28 February 2003,once the condition precedent on which the validity of the Offer had been contingent was satisfied, NewCo28completed the acquisition of the 645,883,333 Autostrade shares for which it paid a total of €6,458,833,330.

—— To finance the purchase, the company used some of the credit facility made available by the lending banks,the value of which was reduced from €9,200 million to €7,259 million based on the fact that participation in theOffer was not the maximum.

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The Merger of Autostrade SpA with Newco28 SpAFollowing feasibility studies and appraisals of a merger between Autostrade and Newco28, a hypothesis alreadymentioned in the offer document, on 28 March 2003, the Board of Directors of Autostrade and the Sole Director ofNewco28 SpA approved the merger of Autostrade and Newco28 SpA at a rate of one Newco28 SpA share with anominal value of €1 for each Autostrade share with a nominal value of €0.52. —— In tandem with its decisionto approve the merger, the Autostrade Board also approved the related Progetto Mediterraneo, part of the plan torestructure the entire Group and create shareholder value. —— The merger operation was approved on 21 May2003 by shareholders of the two companies. —— At the same meeting, Newco28 shareholders resolved to applyto Borsa Italiana SpA, the Italian stock exchange authority, to allow its ordinary shares to be traded on theElectronic Share Market, effective from the date of the merger, to ensure continuity in the trading of ordinaryAutostrade shares. The nature of the operation was such that for the purposes of the listing, no offer or placementof the company’s shares was made. Also, on 21 May 2003, Newco28 appointed Mediobanca as its sponsorsecuring the admittance of the company’s ordinary shares to official stock exchange trading for up to one yearafter the date of the start of their trading.

On 22 September 2003, the operation to merge Autostrade Concessioni e Costruzioni Autostrade SpA with theNewco28 was completed. On the same date, Newco28 renamed itself “Autostrade SpA” and transferred itscorporate headquarters to Via Bergamini 50 in Rome. —— On the same date, and as a result of the merger, thebylaws of the target company, Autostrade Concessioni e Costruzioni Autostrade SpA, as modified by shareholdersin extraordinary session on 21 May 2003, were adopted by the new company.

After the merger, the Parent Company, Schemaventotto controlled 62.2% of NewCo28, and the remaining 37.8%of shares made up the free float on the market. —— The incorporation of Autostrade into Newco28 simplified thechain of ownership of the Group by eliminating a layer separating shareholders from the operating companiescreated with the implementation of the Progetto Mediterraneo. The merger also improved the capital structure ofthe Group and put it on an equal footing with its European rivals by increasing the volume of floating shares onthe market. —— With a resolution passed by Borsa Italiana SpA on 17 September 2003, the shares of the newcompany formed by the merger were admitted for trading, and included in the Mib30 blue chips index as of 22 September 2003. —— On the same date, a total of 571,277,021 ordinary Newco28 shares were assigned tothird-party Autostrade SpA shareholders. The agreed rate of exchange was one ordinary Newco28 SpA share witha nominal value of €1.00 for every Autostrade SpA ordinary share with a nominal value of €0.52. The exchange ofshares was effected by distributing the existing 4,590,164 Newco28 shares and issuing a further 566,686,857shares. Upon completion of the operation, the merging company had share capital of €571,686,857.00 made upof 571,686,857 shares with a nominal value of €1.00 each. —— Following the merger operation, the company’sequity investment in Autostrade was cancelled. The operation entailed:• a merger deficit of €4,992.8 million produced by the difference between the book value of the Newco28’sinvestment in Autostrade and its corresponding portion of Autostrade equity at 31 December 2002. The mergerdeficit was allocated to the equity investment in Autostrade per l’Italia SpA;• a merger surplus of €449.0 million arising from the difference between the capital increase made for thepurposes of the merger and the value of net equity of Autostrade attributable to minority interests at 31 December2002.

Effective 1 January 2003, the operations by the target company were consolidated into the accounts of themerging company, also for the purposes of taxation. All the shares of the merging company are dividend bearingas of 1 January 2003, and will therefore pay dividends on profits for the year ending 31 December 2003.

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Meeting in ordinary session on 26 November 2003, Autostrade SpA shareholders approved the interim financialstatements of 30 September 2003 and renewed the Board of Directors and the Board of Statutory Auditors.

The corporate reorganisation of the Autostrade GroupEffective 1 July 2003, Autostrade SpA has a new corporate shape that follows the contours of the ProgettoMediterraneo, which was approved by Autostrade Concessioni e Costruzioni Autostrade SpA shareholders at ameeting held on 21 May 2003. The new structure is more flexible, based on highly advanced organisationalmodels and ideally suited to helping the Group fulfil its extensive commitments relating to motorway operationconcessions, and capitalising on areas of activities connected with its core business. —— The new organisationalstructure divides the Autostrade Group into a series of companies, some operating in the core business and othersin motorway-related activities. The Group can be divided into three corporate levels: • a strategic level, at which the listed company, Autostrade SpA, operates as a holding company in charge ofstrategy decisions and the coordination of the entire Group;• a primary operating level encompassing companies involved in motorway activities, for which Autostrade perl’Italia SpA is the chief reference point, as well as companies carrying out other activities that are directlyconnected to the Group’s core business (international development, urban transport and parking, towermanagement, infomobility);• a secondary operating level, for local or regional concessions and projects with a specifically local or regionaldimension.

As of 1 July 2003, Autostrade Concessioni e Costruzioni – Autostrade SpA became a listed holding company andassumed the new name Autostrade SpA. The Company then made contributions in kind of the business activitiesit had been carrying out in relation to motorway operations and investments in owned motorway subsidiaries.

The contributions in kind were as follows:• the business division in charge of activities relating to the motorway sector was transferred to Autostrade perl’Italia SpA, a newly formed subsidiary; • the business division in charge of activities relating to tower management was transferred to TowerCo SpA; • the business division in charge of activities relating to the administrative services, payroll management,general services and real estate management was transferred first to Autostrade per l’Italia SpA, and laterentrusted to EsseDiEsse Società di Servizi SpA.

Roland Berger Strategy Consultants, appointed by the Court of Rome, carried out an assessment of the three linesof business transferred to the subsidiaries.

In transferring its motorway business to Autostrade per l’Italia, the Company transferred the following activitiesand assets: • concession-based activities carried out in the motorway sector, and entitlement to the public operatingconcessions themselves; • equity investments in subsidiary companies operating in the motorway sector; • equity investments in other Autostrade Group companies, including those formed as partnerships with thirdparties for the development of new motorways in Italy; • equity investments in companies that carry out planning, paving and maintenance and assistance work typicalof motorway operations;• equity investments in companies and/or other entities active in other areas of business that are nonethelessrelevant to the operation of roads and motorways.

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The transfer of these assets and activities was effective 1 July 2003, whereupon Autostrade per l’Italia becamea fully operational company. The total value of the activities and assets assigned to Autostrade per l’Italia was€8,104.6 million, compared with a book value of €1,777.2 million, which gave rise to a capital gain of €6,327.4million for the contributing company.

The value assigned to the transferred assets and activities was well below the maximum value prudentlyestimated by Roland Berger in its Court Appraisal, in which it used the values assigned to the shares duringAutostrade’s privatization in 1999 and the share prices in the subsequent period, ahead of the PPO made byNewco28 SpA. —— The market value of Autostrade shares is particularly significant because Autostrade perl’Italia makes up a significant portion of the Autostrade Group activities.

For tax purposes, the transfer was defined as a realisation of capital gains by the contributing company,Autostrade SpA, which, pursuant to Article 1 of Law 358/97, became liable to a substitute tax on the taxableamount of €5,654.1 million, to be calculated on the basis of a tax rate of 19%.

As a result of this operation, and after a share capital increase to €615.5 million made by the recipient companyAutostrade, underwritten and paid through the contribution in kind of the business division just mentioned, ashare premium reserve of €7,489.1 million arose in Autostrade per l’Italia.

The transfer of the business operations carried out by TowerCo to TowerCo SpA, wholly-owned subsidiary ofAutostrade SpA, involved the transfer of all activities relating to the planning and construction of multi-operational sites located on motorway property suitable for the placement of antenna and telecommunicationsequipment belonging to various operators (typically mobile telephony companies), as well as for institutional andcorporate purposes (info-radio services, traffic control systems etc.).

The transfer of these assets and activities was effective 1 July 2003, whereupon the new company became fullyoperational.

The transfer to Autostrade per l’Italia SpA, a wholly-owned subsidiary, involved a transfer of the branch ofactivities relating to business administration, payroll management, general services and real estatemanagement. —— Due to arrangements made with trade union organisations and several other factors, theServices Department was temporarily transferred to the control of Autostrade per l’Italia on 30 May 2003, pendingthe definition of the terms and conditions for the launch of EsseDiEsse Società di Servizi SpA, which took placeon 1 July 2003.

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At a meeting held on 19 December 2003, the Board of Directors of EsseDiEsse Società di Servizi SpA decided that,as the necessary conditions for the complete transfer of the Services Department did not exist, it would implementa capital increase from €102,000 to €500,000. The capital increase was subscribed and paid up by the soleshareholder, Autostrade per l’Italia SpA on 23 December 2003.

With the completion of the asset transfers to Autostrade per l’Italia and TowerCo, as of 1 July 2003, the activitiesof Autostrade SpA changed substantially, along with the organisational structure of the Group.

The new Group structure was designed primarily to separate concession-based activity from other activities andsupport domestic and international development. Autostrade SpA intends to focus on its core business, especiallyas regards its extensive plan of investments, and to use its freedom from the constraints of concessionagreements to develop fresh activities, create the conditions for building Paneuropean partnerships in themotorway sector, and play a proactive part in the eastward enlargement of the European Union.

The development of the financial structureAs part of the general corporate reorganisation of the Group through the merger and the Progetto Mediterraneo,the purpose of which was to improve the way Group assets and finances are structured, Autostrade reorganisedits debt that will enable it both to leverage its considerable capacity to raise capital on the market through theissue of bonds and, through intragroup loans, to benefit from the positive cash flow that is characteristic of themotorway business.

Shareholders of Autostrade per l’Italia, at a meeting held on 16 September 2003, resolved to distribute part of theshare premium reserve, resulting from the contribution in kind described above, to the Group Parent, AutostradeSpA. The amount designated for distribution amounted to €7,300 million, which the shareholders agreed to raisethrough recourse to long-term debt. To finance both the redistribution operation and part of its program ofinvestment, the Board of Directors of Autostrade per l’Italia SpA agreed to accept a long-term credit line, SeniorLong Term Facilities 1 (LTF1) of €8,000 million, made available by a pool of banks, including Mediobanca–Bancadi Credito Finanziario SpA, Barclays Capital, Caixa d’Estalvis I Pensions de Barcelona, Credit Lyonnais S.A.,Goldman Sachs International and Unicredit Banca Mobiliare SpA.

On 22 September 2003, Autostrade per l’Italia went ahead with the distribution of €6,500 million as a firstinstalment of the share premium reserve, created from the contribution in kind, by drawing down an equivalentamount from the LTF1.

Autostrade SpA used almost all the distribution received from Autostrade per l’Italia’s distribution of the sharepremium reserve to pay off the loan that Newco28 obtained to finance the PPO.

Considering the way the Group’s finances are structured, it was decided that since Autostrade SpA is a listedcompany and therefore more capable of raising capital than other companies in the Group, Autostrade SpAshould also act as the Group’s financial coordinator and treasury. To this end, the Group has opted to developintragroup loans, which allow the Parent Company, in its capacity as treasury and financial coordinator, to servicethe debts of Group companies.

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The lines of credit made available to Autostrade per l’Italia SpA (i.e. the LTF1), of which €6,500 million has beendrawn down, were converted into an intragroup lending operation when Autostrade SpA acquired the loan.

On 26 November 2003, Autostrade SpA negotiated new loan contracts from the same banks that had allocatedthe LTF1 to Autostrade per l’Italia SpA in September 2003. These new loans, the Second Stage Long-Term Facilities(LTF2), were for €8,000 million, with almost identical terms and conditions as those for the LTF1.

On 19 December 2003, Autostrade drew down €6,500 million from the LTF2, which it used to pay off the loan madeby the lending banks to Autostrade per l’Italia SpA as part of the LTF1, and thereby became creditor of its ownsubsidiary, on terms practically the same as those of the LTF1.

The guarantees offered by Autostrade per l’Italia SpA for the LTF1 facility, and in particular, the shares in its mainsubsidiaries that were pledged as collateral along with a number of current accounts and special privileges onsome of its fixed assets, were extended as collateral guarantees by Autostrade for the LTF2. All the contractsregulating the conditions were in line with normal market rates for similar bank operations.

The LTF2 credit facilities, as noted above serve to enhance the efficiency of the Group’s financial structure so thatthe debts to third parties are concentrated on the Group Parent, Autostrade, which is responsible for financial andtreasury operations on behalf of the Group and, above all, serves the financial needs of the subsidiaries.

Standard and Poor’s and Moody’s, respectively, assigned ratings of A and A3 to the LTF2, which are among thehighest made to a private industrial group in Italy, and attest to the sustainability of the debt, and the importanceof the Group’s investment commitments for the coming years.

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Since September 2003, 62.2% of the share capital of Autostrade SpA has been controlled by a stable core ofshareholders through Schemaventotto SpA, whose investors are: Edizione Holding, Abertis, Brisa, FondazioneCassa di Risparmio di Torino, Unicredito Italiano and Assicurazioni Generali.

The free float on the market (37.8%) is mostly held by foreign (72%) and Italian (28%) institutional investors.

SCHEMAVENTOTTO’S SHAREHOLDERS

Edizione Holding60.00%

Brisa0.50%

Fondazione CRT13.33%

Abertis12.83%

Unicredito Italiano6.67%

Assicurazioni Generali6.67%

SHAREHOLDERS

PERFORMANCE OF AUTOSTRADE SHARES IN 2003

With a resolution passed by Borsa Italiana SpA on 17 September 2003, the shares of the company formed by themerger of Autostrade SpA and Newco28 SpA were admitted for trading, and included in the Mib30 blue chips indexas of 22 September 2003.

Since 22 September 2003, the first day of trading following the completion of the merger, until 31 December 2003,Autostrade shares gained 14.9%. The price of the shares on 22 September 2003 was €12.126, and the price on30 December 2003 was €13.933. The average volume of shares traded daily was 2.1 million. In the same period,the Mib30 index rose by 4.5%. —— At the end of 2003, the market capitalisation of Autostrade was around €7,965million.

From 1 January 2003 to 19 September 2003, the share price of the target company, Autostrade SpA, rose by27.8% against an increase of 9.6% on the Mib30 index in the same period. The price of the shares on 1 January2003 was €9.473 and the price of the same on 19 September 2003 was €12.104. —— During 2003, an avera-ge of 4.1 million shares were traded daily. The decline in the volume of trade with respect to 2002 (when thedaily average was 6.7 million) is hardly relevant because as of 21 February 2003, the free float fell from around70% to 16% as a result of the PPO. —— In 2003, the share price of Autostrade SpA peaked at €12.896 (on 1August 2003) and was at its lowest, €9.301, on 31 January 2003.

14

13

12

11

10

9

8

7

PERFORMANCE OF THE AUTOSTRADE SHARES IN 2003 (Value in euros)

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Autostrade SpA(former Autostrade Concessionie Costruzioni Autostrade SpA)

Autostrade SpA(ex NewCo28 SpA)

MIB30 Relative

Feb 03 Mar 03 Apr 03 May 03 Jun 03 Jul 03 Aug 03 Sep 03 Oct 03 Nov 03 Jan 04Dec 03 Feb 04 Mar 04Jan 03

21 FEBRUARY 2003Closing of the

partecipation to the PPO

28 MARCH 2003Announcement of the mergerof Autostrade into NewCo28

22 SEPTEMBER 2003Effective dateof the merger

26 FEBRUARY 2004Leg. Decree 355/2003

turned into law

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OVERVIEWOF OPERATIONS

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1. ACTIVITIES IN 2003 THE CORE BUSINESSSERVICE AREASNON-CORE SERVICESESSEDIESSE SOCIETÀ DI SERVIZI ADVANCED SERVICESURBAN TRAFFIC SERVICESFOREIGN OPERATIONS

2. ENVIRONMENT AND SUSTAINABLE DEVELOPMENT

3. COMMUNICATION

4. RESEARCH AND DEVELOPMENT

5. HUMAN RESOURCES AND ORGANISATION ORGANISATION AND PROFESSIONAL TRAININGINDUSTRIAL RELATIONSSTAFF AND PERSONNEL COSTS

6. FINANCIAL POSITION AND RESULTS OF OPERATIONSKEY FIGURES OF THE CONSOLIDATED PROFIT ANDLOSS ACCOUNT, BALANCE SHEET AND CASH FLOWKEY FIGURES OF AUTOSTRADE SpA PROFIT ANDLOSS ACCOUNT, BALANCE SHEET AND CASH FLOWKEY FIGURES OF THE PROFIT AND LOSS ACCOUNT,BALANCE SHEET AND CASH FLOW OFAUTOSTRADE PER L’ITALIA SPA OVERVIEW OF THE BALANCE SHEET, PROFIT ANDLOSS ACCOUNT AND CASH FLOW OF OTHERMOTORWAY SUBSIDIARIES

OVERVIEW OF OPERATIONS / CONTENTS

4041767879808283

88

90

92

94959697

100

101

112

116

120

7. SIGNIFICANT POST-PERIODEVENTS

8. BUSINESS OUTLOOK

9. RELATIONS WITH SUBSIDIARIES AND INVESTEE COMPANIES

10. OTHER INFORMATIONRELATED PARTY TRANSACTIONSEQUITY INVESTMENTS OF DIRECTORS,STATUTORY AUDITORS AND GENERAL MANAGERSMISCELLANEOUSSTOCK OPTIONSDIRECTORS’, STATUTORY AUDITORS’ AND GENERAL MANAGERS’ FEESLEGISLATIVE DECREE 231/01 AND THEAUTOSTRADE GROUPTRANSITION TO INTERNATIONAL FINANCIALREPORTING STANDARDS (IFRS)

11. ANNUAL REPORT ON CORPORATE GOVERNANCE AND COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE FOR LISTED COMPANIESGOVERNANCE STRUCTURECORPORATE GOVERNANCE

PROPOSALS OF AUTOSTRADE SPA SHAREHOLDERS’ MEETING

128

130

132

136137138

138139139

142

143

144

145146

158

1 ACTIVITIES IN 2003

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In 2003, the Group continued its intensive work of delivering services and upgrading its road network, and carriedout projects for the development and expansion of its core business.

1.1.1.1. Current situationAt the end of 2003, the Autostrade Group was operating a motorway network of 3,408.1 km, of which 974 kmconsists of three-lane motorways. As a proportion of the total motorway network of 6,487.3 km on Italian soil,Autostrade’s roads account for 52%. With reference to toll highways only, Autostrade operates 61% of Italy’s totalof 5,593.3 km. —— The Group’s motorway network extends across all Italy except for the islands, Calabria,Basilicata and Trentino Alto Adige. The network may be considered the backbone of the entire Italian road system.The two north-south routes, namely the A1 Milan-Naples and the A14 Bologna-Taranto, along with the A26 Genoa-Voltri-Gravellona and the A30 Caserta-Salerno, are interlinked with numerous East-West routes to create anintricate interlacing network connecting the main centres of Italian habitation and economic activity. NorthernItaly is served by a total of 1,483.9 km of motorway, central Italy by 900.8 km of motorway and the South by1,023.4 km of motorway. —— The motorway network is made up of 24 motorways that traverse 15 regions, 60provinces and 12 metropolitan areas. The territory served by the motorways is home to 83% of the Italianpopulation and produces around 87% of Italy’s GDP. Access to and from the motorways is by means of 285motorway stations. The network is integrated with the other transportation systems with the connection of the 260railway stations, 26 ports, 19 airports and more than 130 goods distribution centres. —— The physicalcharacteristics of the network are also complex: 1,142 km of road traverses mountainous terrain (33.5% of thenetwork), and the network has 355 tunnels and 771 bridges or viaducts at least 100 metres long. —— In relationto the total extension of the motorway network of the 37 countries of Europe (63,839 km at 31 December 2002),of which 15 are members of the EU, the Group’s network accounts for 5.3%. In relation to the total extension of“toll” highways in 18 European countries at 31 December 2002 amounting to 20,175.8 km, the Group’s networkaccounts for 16.9% of the total. —— An examination of the shift in the ratio between the extension of the networkand the demand by users reveals how the situation has become more complicated over the years. Since 1975, theyear in which Parliament blocked construction of new motorways with Law 492, the Group’s network has expandedby 470 km (18%), compared with a more than three-fold increase in traffic (increase of 239% on the Autostradeper l’Italia network). —— Compared with other European countries with toll motorways (Spain, France andPortugal), Italy lags well behind in terms of infrastructure.

In order to bring Italy up to the average for the more developed European countries, it would be necessary to buildan additional 2,500-3,000 km of new motorways, in line with the indications set out in the General Transport andLogistics Plan of 2000 and, above all, with the Strategic Infrastructure Plan approved by the InterministerialEconomic Planning Committee in December 2001. In addition, it needs to be considered that passenger trafficcontinues to grow, and that government forecasts of development in road transport indicate a traffic growth of13.7% as compared to 1998 for passenger and 12.2% for goods, in a scenario of low economic growth and of33% and 28.1%, respectively, in case of high economic growth. The sizeable infrastructure gap of the Italianmotorway system is felt in terms of incomplete coverage (the Tyrrhenian corridor and East-West links), criticalsituations in metropolitan areas and links with the Transeuropean network.

1.1.1THE NETWORK

THE CORE BUSINESS1.1

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TRAFFIC DENSITY OVER THE MOTORWAY NETWORK (Vehicles travelling/km of network)

7,000

6,000

5,000

France0

3,420

Germany

4,006

Italy

5,809

Portugal

2,966

Spain

2,480

4,000

3,000

2,000

1,000

MOTORWAY NETWORK DENSITY-POPULATION RATIO (Km of network/million inhabitants)

250

200

150

France

167.4

Germany

145.8

Italy

113.2

Portugal

160.6

Spain

222.1

100

50

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NETWORK IN SERVICE (Km) AT 31 DECEMBER 2003TOTAL (KM)

MOTORWAY SECTIONSPORTIONHAVING 3 ORMORE LANES

YEARS OPENEDTO TRAFFIC

THE AUTOSTRADE GROUP NETWORK

AUTOSTRADE PER L’ITALIA A1 Milan-Naples 803.5 454.1 1958-1964A4 Milan-Brescia 93.5 93.5 1927-1931A7 Serravalle-Genoa 50.0 1935A8/A9 Milan-Lakes 77.7 29.0 1924-1925A8/26 Spur 24.0 11.0 1988A10 Genoa-Savona 45.5 16.4 1960-1966A11 Florence-Sea 81.7 1932-1933A12 Genoa-Sestri 48.7 1965-1969A12 Rome-Civitavecchia 65.4 1967A13 Bologna-Padua 127.3 1966-1970A14 Bologna-Taranto 781.4 104.2 1966-1975A16 Naples-Canosa 172.3 1966-1969A23 Udine-Tarvisio 101.2 6.0 1979-1986A26 Genoa Voltri-Gravellona Toce 244.9 129.0 1976-1995A27 Venice-Belluno 82.2 41.2 1972-1995A30 Caserta-Salerno 55.3 55.3 1975-1976TOTAL AUTOSTRADE PER L’ITALIA 2,854.6 939.7SUBSIDIARIES Turin-Savona 130.9 1960-1971Naples-Pompei-Salerno 51.6 7.0 1929-1961Naples beltway 20.2 20.2 1972-1975Mont Blanc Tunnel 5.8 1965Livorno-Rosignano 36.6 1993Val d’Aosta motorway 27.0 1994Strada dei Parchi: A24 Rome-L’Aquila-Teramo 166.5 7.0 1979 A25 Torano-Pescara 114.9 1978TOTAL SUBSIDIARIES 553.5 34.2GRAND TOTAL 3,408.1 973.9

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1.1.1.2 Strada dei Parchi begins operatingFrom 1 January 2003, Strada dei Parchi SpA, a company 60% owned by Autostrade per l’Italia, took over theoperation of the A24 (Rome–L’Aquila-Teramo) and the A25 (Torano–Pescara) motorways, which have a total lengthof 281.4 km. —— The acquisition by Strada dei Parchi SpA of the operating concessions for the two routes wasan important strategic step towards the completion and integration of the Group network.The new operations are focused on improving standards and carrying out two road improvement projects, as follows:• the widening to three lanes of the urban section of the A24 between the Roma Est toll station and Via PalmiroTogliatti, around 11 km. The detailed design, which now includes various modifications rendered necessary bylaw, is underway of transmission to ANAS for approval; • the completion of the second carriageway on the section from Villa Vomano to Teramo (5.4 km), through theconstruction, among other things, of two viaducts and a tunnel. The detailed design for the projects will besubmitted to ANAS in the near future.

Castel MadamaTivoli

Lunghezza

Roma Est

ads Tiburtina Sud

Rome

Vicovaro

Carsoli Magliano dei Marsi

Avezzano CelanoPescina

Cocullo

Pratola P.

Bussi

Casauria

Alanno

Chieti

Villanova

PescaraL’Aquila

Teramo

Tagliacozzo

Torano

Tornimparte

Valle del Salto

L’Aquila Ovest L’Aquila Est

Assergi

S. Gabriele Colledara

Teramo

Val Vornano

Basciano

A1

P

P

P

P

P

A1

A24

A24

A14

A14

A25

ads Colle Tasso Sud

ads Colle Tasso Nord

ads Monte Velino Sud

ads Monte Velino Nord

ads Valle Atemo Est

ads Valle Atemo Ovest

ads Civita Sud

ads Civita Nord

ads BrecciarolaSud

ads Brecciarola Nord

ads La Rustica Nord

AUTOSTRADA A24/A25

Autostrade group

ANAS

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1.1.1.3 Capital expenditure to upgrade and modernise the networkAfter its privatisation in 2000, the Autostrade Group greatly expanded its major work of infrastructuremodernisation by increasing the number of projects finalised and approved, as well as the number of workassigned, begun and completed.The graph below, which refers to Autostrade per l’Italia, shows the progress of activities related to major projectsundertaken in recent years, as well as 2004. It should be noted that the work in 2003 does not include the BaseTunnel (around €700 billion), whose approval was obtained on 15 September 2003. As explained below,Autostrade per l’Italia was ready to assign this work to contractors in October 2003, but due to legal appeals, thisdid not take place until 25 February 2004.

ACTIVITIES CARRIED OUT BY AUTOSTRADE PER L’ITALIA IN MAJOR WORKS ENVISAGED IN ANAS AGREEMENT OF 1997 (Value of works in €/Millions)

4,500

4,000

3,500

1997 and before

1998 1999 2000 2001 2002 2003

3704.03704.0

2798.3

1807.2

1105.3

245.9 245.9

15 Mar. 2004

3,000

2,500

2,000

1,500

1,000

500

0

Works approved by the Services Conference or Bodies

Final plans approved by Autostrade to be sent to ANAS

Works delivered / Delivery assumed for Base Tunnel in 2003

Works delivered / Effective works on the territory started

Works finished / entered operations

1826.0

2801.4

2001 1652002 2412003 [*] 318[*] The figure includes capital expenditure by Autostrade SpA in first half of year.

AUTOSTRADE PER L’ITALIA. CAPITAL INVESTMENT IN TANGIBLE ASSETS (in millions of euros)

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Investment plan of Autostrade per l’Italia as illustrated in the 1997 Agreement with ANAS and Addendum of1998 and 1999

The investment plan of Autostrade per l’Italia in respect of major work consists of the following:

Milan-Lakes• Fiorenza-Lainate Interchange: widening of current section to four lanes (10 km);• Lainate-Gallarate Interchange: widening of current section to three lanes (20 km).

Bologna Area Network• Fourth lane between Modena and Bologna (32 km);• Bologna Beltway (about 13 km).

Casalecchio-Barberino• Casalecchio-La Quercia section: widening of two carriageways to three lanes and the addition of short sectionsof alternative route (25 km);• La Quercia-Aglio section (“Variante di Valico”): new section consisting of alternative to existing route (32 km);• Aglio-Barberino: construction of new three-lane carriageway and conversion of existing two carriageways intoa single one-way carriageway (7.5 km).

Florence Area Network• Barberino-Firenze Nord: construction of new three-lane carriageway and conversion of existing two carriageways into a single one-way carriageway (19 km);• Firenze Nord-Firenze Sud: widening to three lanes and addition of short sections of alternative route (22 km);• Firenze Sud-Incisa: widening to three lanes and the addition of short sections of alternative route (20 km).

Orte-Fiano• Widening of existing carriageways to three lanes (includes work to widen Nazzano Tunnel) (38 km).

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The progress of the works by Autostrade per l’Italia

Milan-LakesThe project was complete in 2000.

Bologna Area NetworkFourth lane between Modena and Bologna The Services Conference concluded on 28 June 2002 after a process of approval and joint discussion with localauthorities that began in 1997. —— The current situation is as follows: • The preparatory work for lot 0, involving the demolition and extensive upgrading of the hard shoulders, has nowbeen almost completed. • In May 2003, the lot 1B (from km 160+600 to km 165+800) works were assigned to contractors, and arescheduled for completion in 2004. • On 19 January 2004, the lot 1A works (from km 155+693.70 to km 160+600) were assigned to contractors.• The process of assigning work and appropriating land has begun for lots 2 (from km 165+800 to km 174+217)and 3 (from km 174+217 to km 187+321).

The original cost of the work, which was estimated at €89 million in the 1997 Agreement, has increased to €125million (updated at 31 December 2003), largely because of demands by local authorities regarding the work tobe done in their areas.

The Bologna Beltway• The original project, included in the 1997 Financial Plan, was for the construction of a third lane and a hardshoulder.• After a lengthy period of discussion with local government in February 2002, Autostrade, the Region of EmiliaRomagna, ANAS and the Ministry for Infrastructure and Transport agreed on a new project. • In August 2002, the Ministry for Infrastructure and Transport, the Region of Emilia Romagna and the Provinceof Bologna signed an agreement that effectively ruled out the construction of a third lane and hard shoulder inthe urban section of the motorway.• In January 2003, Autostrade submitted a new project for a “dynamic third lane” and no hard shoulder to theServices Conference. • On 5 September 2003, the Services Conference concluded with a decision in favour of the construction of the“dynamic” third lane. The engineering details are being finalised, and the Operating Protocol between Autostradeper l’Italia, the Prefecture, the fire brigade and the Region of Emilia-Romagna for the management of themotorway in situations of emergency is being completed, along with the updating of the Agreement betweenAutostrade per l’Italia, ANAS, the Region of Emilia-Romagna and municipal governments relating to themanagement of the work.

As a result of the new work demanded, the expected cost of the project at 31 December 2003 was €120 millioncompared to the original estimate of €60 million as noted in the Financial Plan.

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Casalecchio-BarberinoThe project for the improvement of the section of the A1 traversing the Apennines between Bologna and Florenceis one of the priority projects for the modernisation of the infrastructure of Italy. The project, first drafted in themid 1980s, has been plagued by delays and undergone major changes over the years.

The main phases of the project have been as follows:• 1985: launch of the “Progetto Camionale”;• 1992: ANAS gives technical approval of engineering details activity cease for next 5 years;• 1996: Government agreement on the “Variantina”, a reduced variant to the existing route (solution not approvedby the Public Works Council);• 1997: resumption of project with the start of work on pilot tunnels;• 1999-2001: activity halted pending a decision over whether to adopt the full-scale variant or scaled-downversion;• February 2001: Council of Ministers approves the Variante di Valico project with limitations on route, andrequests a further Environmental Impact Study (EIS);• May 2001: Ministry of the Environment and Ministry of Culture and Heritage issue a decree containing a seriesof substantial variations to the planned route, which threatens to delay the work by at least three years;• June 2001: Autostrade files suit with the Regional Administrative Tribunal to strike down the decree (appealupheld in July 2001);• August 2001: Council of Ministers confirms the original route approved by ANAS in 1992;• November 2001: Services Conference concludes with series of prescriptive instructions;• 4 February 2002: ANAS establishes the environmental and socio-economic observatories for the construction ofthe Variante di Valico of the Emilia-Romagna and Tuscany regions.

Sasso MarconiJunction

Carriageway to be downgradedto main roadNo. 325

Carriageway to be downgraded to main road No. 325

Carriagewayto be dismantled

Carriagewayto be dismantled

Casalecchiodi Reno

Exit No. 13Bologna Sud

Exit No. 15Rioveggio

Exit No. 16Pian delVoglio

Former lot 8Service linkroad

Uscita N. 17Roncobilaccio

PoggiolinoJunction

Firenzuolalink road

Slip road between Poggiolino junction andmain road No. 65(Della Futa)

BarberinoMugellojunction

1 2 3 4 5 6 7 BASE TUNNEL 12 13

WIDENING TO THREE LANES VARIANTE DI VALICO

SASSO MARCONI - LA QUERCIACASALECCHIO -SASSO MARCONI

LOTSSECTIONS LA QUERCIA - POGGIOLINO POGGIOLINO -

BARBERINO DI MUGELLO

MILAN FLORENCE

EMILIAROMAGNA

TUSCANY

Motorway in service

New work

BOLOGNA

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At the end of 2003, the state of progress on each of the sections of the motorway was as follows:

Widening of Casalecchio-Sasso Marconi section to three lanes (c. 5 km)The final engineering details for the widening of the road to three lanes was certified as compliant withenvironmental regulations in May 2002, and updated to consider the findings that emerged in the environmentalimpact study. The final engineering details were submitted to the competent authorities for the convening of theServices Conference, which will be carried out by correspondence. —— On 16 February 2004, the final engineeringdetails were forwarded to ANAS to obtain recognition as a project of public utility.

Sasso Marconi-La Quercia (c. 20 km)Widening work is being carried out on all four of the lots that will be the first to open to traffic.

La Quercia-Barberino• The detailed engineering plans for lots 5A and 5B, which include the section between La Quercia and thenorthern entrance to the Val di Sambro Tunnel (including the first 880 metres of tunnel) were sent to ANAS on 22January 2004 to obtain recognition as a project of public utility. • The engineering details for lots 6 and 7 are still being finalised, due to the geological complexity of thealterative route.• Regarding the section between Badia Nuova and Poggiolino, corresponding to what is known as the Base Tunnellot (formerly known as lots 9, 10 and 11), the work has been assigned to the RISALTO Consortium (made up of theRizzani de Eccher, Salini and Todini construction companies). Regarding the public competition for a contract forthe construction of the Base Tunnel, an administrative suit has been filed by two of the bidders who are contestingthe decisions made by the judging committee, which was appointed by the Ministry. It was not until 30 December2003, when the Council of State published its sentence that the potential effects of the suit could be assessed. • The project tendering procedures for lot 12 and the Barberino Interchange are being finalised. • Lot 13 has been forwarded to ANAS for approval, and the Services Conference is currently ongoing for theappraisal and approval of several changes to accessory projects (fields and construction sites, storage areas,transit of service vehicles).

The improvement of the Casalecchio-Barberino section, originally given a cost estimate of around €2.5 billion inthe ANAS-Autostrade Agreement of 1997, now carries a cost estimate of €2.8 billion as of 31 December 2003.

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Florence Area NetworkUpgrading of Barberino di Mugello- Firenze Nord and Firenze Sud-Incisa sections • In 1998, local authorities decided that the upgrading of the Firenze Nord and Firenze Sud sections should takeprecedence over the other two. Since then it has not been possible to reopen the Services Conference for eitherproject, due to a Ministerial Decree dated 5 November 2001 that introduced new regulations on road design. Itbecame necessary to request exemptions from the new regulations so that the work in the corridor envisaged inthe Agreement with ANAS could be carried out. Negotiations are currently underway to obtain the exemptions.

Upgrading the Firenze Nord - Firenze Sud motorway segment (with the construction of the related access routesto the city of Florence)The main stages of the project have been:• in 1998, completion of the final design, which was submitted to the local authorities for the necessaryapprovals and authorisations;• in 1999, the Services Conference and the Environmental Impact Study were completed successfully, and aTechnical Monitoring Committee established;• in 2000, the engineering details were completed and the Technical Monitoring Committee began its assessmentwork, particularly to lots 4, 5 and 6; • in December 2002, the Technical Monitoring Committee completed its assessment of the engineering details,which allowed the plans to be finalised and submitted to ANAS.

At the end of 2003, the situation was as follows:• regarding Section “A” (lots 0, 2 and 3) , the competitive tender was concluded and the work assigned on 30October 2003 to the Temporary Business Group that made the successful bid (consisting of COESTRA, Berti andACMAR); • the engineering details for Section “B” (lots 4, 5 and 6) is in its final stages, and will be delivered to ANAS inthe first half of 2004;• the assignment of work for Section “C” (lots 7 and 8) is ongoing.

For the Florence area network (including city access roads), the original estimated cost of about €633 million setout in the 1997 Agreement has since risen to an estimate of €1,255 million.

Orte-Fiano: widening of Nazzano TunnelThe widening of the section between Orte and Fiano was finished in 2002. Work is still continuing on the wideningof the Nazzano Tunnel, because the original contractor, Ferrovial, withdrew from the project in January 2001, whichnecessitated a reassignment of the work, made on 25 July 2002.

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Other work on the Autostrade per l’Italia networkThe work to enlarge the Bolzaneto toll station on the A7 Serravalle-Genova (lot 1) was completed and opened totraffic, while repair work on the Brasile Tunnel (lot 2) is continuing. —— As regards the transformation of the A14spur road to Ravenna from a closed to an open system, the work to open the first ten lanes of the new Ravennagate (lot 1) is in its final stages. The full opening of the gate is scheduled for summer 2004. —— Other workincludes the building of the A1-A11 interchange:• lot 1 is scheduled for completion in 2004;• the work on lot 2 was substantially completed with the delivery of the new motorway section office, which isnow in use; • as regards lot 3, in the first half of June 2003, it was acknowledged that the contractor was having difficultycompleting the work. On 23 July 2003, the contractor was served with a notice that the contract was beingrescinded for breach of its terms. Work is under way to make the entire section safe, and the project for thecompletion of the work will be submitted to ANAS in early March 2004.

Work included in Fourth Addendum to AgreementOn 23 December 2002, ANAS and Autostrade appended a Fourth Addendum to their Agreement of 1997, whichdetails new projects with an investment cost of around €4.7 billion. The Addendum has been submitted forapproval to the relevant authorities. In December 2003, the Government issued a Decree Law (no. 355 of 24December 2003) to extend the validity of the Addendum until 31 January 2004 in view of the failure of theInterministerial Economic Planning Committee to approve the same. On 26 February 2004, Parliament voted toconvert the Decree into an ordinary Law, and Article 21 of such Law states that the Addendum is to be consideredapproved to fully effective upon the issue of a joint decree by the Minister of Infrastructure and the Minister ofEconomic Affairs and Finance. —— Autostrade per l’Italia has already begun several preparatory activities so asnot to delay the start of work.• As regards the addition of a fourth lane to the Milan-Bergamo section of motorway, the final project has passedthe environmental impact assessment and has been approved by the Services Conference. The detailed design isnow being prepared. The overall value of the work, which forms part of the Fourth Addendum Agreement withANAS, is about €308 million.• On 15 April 2003, an agreement was drawn up among all the parties involved in the construction of an accessroute to the new Milan Trade Fair Area (the Rho-Pero section), which plans the completion of the work within 24months from the land being made available. In January 2004, Autostrade per l’Italia assigned the first section ofthe work. The total value of the work, which is included in the Addendum Agreement, is €58 million.

Other subsidiaries

Val d’Aosta motorway The work on the second lot of the Morgex-Mont Blanc section (4.1 km) was 53% completed at the end of 2003.Due to technical difficulties during the digging of the right bore (on the Aosta side), the work was rescheduled forcompletion in summer 2005.

Naples-Pompei-SalernoWork continued on the widening of the Naples-Pompei-Salerno way route. In 2003, the work was assigned for theconstruction of the third lane from km 10+525 to km 12+035 and from km 17+658 to km 22+400. The work onthe third lane from km 5+690 to km 10+525 and on the new Portici-Ercolano junction are in the process of beingassigned. Work on the third lane from km 13+010 to km 17+092 and the completion of the Ponticelli Junction willshortly (first quarter 2004) be forwarded for approval to the licensor, ANAS. Work on the ramps at the Scafatijunction and the access roads to the new Torre del Greco junction was completed.

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In Italy, Autostrade has sizeable equity investments in motorway construction planning and operating companiesset up in conjunction with other Italian motorway operators, local authorities and banks for the building andmanagement of new toll highways. These are targeted initiatives aimed at relieving congestion on those sectionsof the motorway network where disruption is greatest.

The research and development of new projects in Italy is part of a set of strategies the Group is putting into effectto leverage its assets, while remaining alert to the need to maintain profitability, control the risk of each initiative,and remain aware of general financial requirements.

Each project requires the various stages of the final approval process. International tenders are compulsory fornew concessions.

Autostrade holds:• 35.5% of Autostrade Lombarde SpA, the lead company in the Temporary Business Grouping that made asuccessful bid for the construction and operation of a new tollway of around 50 km between Milan and Brescia.The licence granted by ANAS is currently awaiting an Interministerial Decree of approval and the successiveregistration with the State Audit Court; • 50% of the share capital of Pedemontana Lombarda (the one other shareholder is Autostrada Milan-Mare), theconcession holder for the 90-kilometre section of motorway to be built to the north of Milan, for which apreliminary design has been prepared; • 38% of Pedemontana Veneta, a company promoting the construction and operation of a toll highway betweenMontebello Vicentino on the A4 and Spregiano on the A27 (around 94.9 km);• 32% of Tangenziale esterna di Milano (TEM), a promoter company that is seeking to build a second beltwayoutside that which currently encircles Milan. Specifically, it is aiming to construct a new Tangenziale Est (34.9km), which will run from Vimercate (on the current Tangenziale Est beltway) to Melegnano (on the A1 Milan-Bologna), and interconnect both with the existing A4 Milan-Brescia and the future Milan-Brescia motorway;• 26% of Società per il Passante del nord-est, a consortium limited by shares which was formed to design, buildand operate a 32.3-kilometre bypass for Mestre (Passante di Mestre) between Roncoduro and Quarto d’Altino. InFebruary 2004, a resolution from the Interministerial Economic Planning Committee and the successivemodification of the Addenda Agreements with the former concession-holders (Autostrade per l’Italia, Autostrade,Autovie Venete SpA and Venezia-Padova SpA), led to the construction work and the related investment costs beingassigned to ANAS;• 34% of Arcea Lazio SpA, a company controlled by the Region of Lazio and set up by Regional Law to modernise,complete and manage the main toll highways of the Region, pursuant to Law no. 443 of 21 December 2001(Framework Law);• 20% of Nuova Romea SpA, a company formed for the planning of the new Mestre-Cesena motorway (150 Km),included in the list of priority work in the Framework Law.

Pedemontana LombardaAutostrade per l’Italia holds 50% of the share capital of Pedemontana Lombarda (the sole other shareholderis Autostrada Serravalle-Milan-Ponte Chiasso), the concession holder for the 90-kilometre section of motorwayto be built to the north of Milan.—— The project encompasses the 36.5 km section from Dalmine (on the Milan-Brescia A4) to Desio (on the Milan-Meda motorway), and the 21.5 km section from Cermenate to Busto Arsizio(on the Milan-Lakes motorway) as well as two beltways for Varese (10.7 km) and Como (9 km). The project andthe relevant financial plan have been submitted to ANAS.—— In early February 2004, the company submitteda new financial plan to ANAS that considered the observations that ANAS had made in respect of the originalplan. —— The negotiation of a financial plan with ANAS is a precondition for the preparation of a new agreement,as envisaged in the decree of the Interministerial Economic Planning Committee of 20 December 1996.

1.1.2 DEVELOPMENT OF THE CORE BUSINESS

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The Milan-Brescia motorwayAutostrade per l’Italia holds a 35.5% stake in Autostrade Lombarde SpA, formerly called BREBEMI. The other mainshareholders are: Società Brescia-Padova and Società Centro-Padane (12.7% each) and Milan-Mare (10%). Thecompany, which was formed as a Temporary Business Grouping by construction and road design companies, wonthe bid for the building and operation of the Brescia-Bergamo-Milan motorway, which is around 50 km long. Thenew road is designed to increase mobility in an area of the country where motorway traffic is far above the networkaverage. —— The Temporary Business Grouping transformed itself on 10 March 2004 into a road engineering andconstruction company. Autostrade Lombarde controls 87.2% of the company and Autostrade per l’Italia directlyholds a further share of 1% of the capital. —— The concession, granted by ANAS on 24 July 2003, is currentlyawaiting an Interministerial Decree of approval and successive registration with the State Audit Court. Work isscheduled to begin in 2005. —— Autostrade Lombarde also holds an equity investment of 8% in the share capitalof Tangenziali Esterne di Milan.

The Mestre BypassTo build and operate the link between Dolo and Quarto d’Altino (the Mestre Bypass), a 32-kilometre stretch thatis one of the sections of the national network most in need of urgent attention, the three joint concession-holders,Autostrade, Autovie Venete and Venezia-Padova banded together to form Passante del Nord Est, a consortiumlimited by shares in which each of the three companies has a 26% stake. —— In February 2003, the EuropeanCommission imposed the following conditions on the Italian government for the construction of the bypass:

• separation of the construction contract from the operating concession;• construction by ANAS, and sole operations by the three local concession-holders (Venezia-Padova, Autovie

Venete, Autostrade per l’Italia).

Accordingly, in March 2003, the Italian government, after declaring a state of traffic and transport emergency inthe Mestre area, appointed an Extraordinary Commissioner to organise the competitive bid for the contract andthe construction work.—— The construction contract was won by a Temporary Business Group headed byImpregilo SpA, who became general contractor. Work is scheduled to begin once the Interministerial EconomicPlanning Committee approves the final project. Completion is scheduled within four years from the date of itsassignment. In parallel with the steps outlined above, the addenda agreements and the relevant financialplans of the three concession-holders were rewritten. On 3 February 2004, the Interministerial EconomicPlanning Committee officially approved the definitive financing plan for the Bypass, and on 16 February, thethree concession-holders, including Autostrade per l’Italia, signed addenda to the existing agreements. ——The financing plan specifies that the construction costs will be borne by ANAS, and that the three concession-holders, in exchange for the right to operate the Bypass, will “return” the operating licence for the currentMestre Tangenziale to ANAS. The total cost of the construction of the Bypass will be covered by ANAS using aloan allocated by Infrastrutture SpA. The Italian government will also contribute public funds amounting to15% of the investment cost.

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The Milan BeltwayTangenziali Esterne di Milano SpA (TEM), in which Autostrade per l’Italia SpA has a 32% interest, was formed tobuild a new beltway outside the existing one. The other partners in TEM are: Milan-Mare (32%); Torino-Milan(8%); Autostrade Lombarde (8%), the Province of Milan (15%) and Intesa BCI (5%). —— The first act of the newcompany was to put itself forward as the promoter of the new beltway (Tangenziale Est) which will run fromVimercate (on the present Tangenziale Est) to Melegnano (on the A1 Milan-Bologna) and interlink both with theA4 and the planned Brescia-Milan expressway. —— After its appointment on 19 December 2002 as projectpromoter, TEM prepared an Environmental Impact Study (EIS), which it published on 16 June 2003. The EIS is nowbeing examined by the competent authorities.

The Pedemontana VenetaThe project envisages the construction of a toll expressway linking Dueville (Vicenza) on the A31 motorway toSpresiano (Treviso) on the A27 Mestre-Belluno motorway. Autostrade has a 38% stake in Pedemontana Veneta, acompany set up in June 2002 to promote the construction and operation of the eponymous motorway. —— Theother shareholders are Brescia-Padova, which holds 37%, Autovie Venete (10%) and Cardine Banca, Cariveronaand Banca Antonveneta, each with 5%. —— The original project of the Pedemontana Veneta envisaged theconstruction of a toll expressway linking Dueville (Vicenza) on the A31 to Spresiano (Treviso) on the A27 Mestre -Belluno motorway. —— The company has submitted the project to the Veneto Region as granting body. To becomeproject promoter the company applied to the Region of Veneto, the granter of the concession, which has classifiedthe initiative as a project of public interest, as per Article 37 “ter” of Law 109/94 and subsequent amendments.The Region, acting with reference to the same article, recognised Pedemontana Veneta as promoter of the project.

—— The Region later annulled its invitation for tenders because several municipalities had filed a suit with theRegional Administrative Tribunal in which they contested the legitimacy of the terms of the tender. —— InDecember 2003, Pedemontana Veneta presented a new project that includes a link between the A4 and A31 (fromMontebello Vicentino to Thiene, for a total of 28 km), which eliminates the obstacles arising from theadministrative suit as well as the legal challenge that the EU made on the grounds that the contract for thebuilding of the A4-A31 link road had been awarded to the Brescia-Padova company without a public invitationfor tenders being made beforehand.

Nuova RomeaAutostrade per l’Italia holds an equity interest of 20% in NewCo Nuova Romea SpA, a company set up in June2003 to bid for the construction of a motorway link of around 140 km between Ravenna and Venice using projectfinancing. The new road is destined to join the E45 Orte-Cesena, which would thus create a new motorway linkbetween Venice and Rome. The proposal was submitted to ANAS on 5 December 2003. —— Other NewCo NuovaRomea SpA shareholders include local motorway concession-holders, namely: Brescia-Padova, (22%), Venezia-Padova (14%) and Autovie Venete (8%). —— On 27 June 2003, another private-sector group submitted a project-financing proposal to ANAS, as per Art. 37 “bis” of Law 109/94 and subsequent amendments, for the constructionof a motorway from Orte to Venice, which would therefore include the Ravenna-Venezia section. On 9 December2003, ANAS accorded the rival proposal recognition as being in the public interest. —— Nonetheless, on 18December, ANAS began procedures for evaluating the NewCo Nuova Romea proposal. —— Newco Nuova Romeahas filed as suit with the Regional Administrative Tribunal contesting the decision made by ANAS.

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Arcea Lazio SpAA Temporary Business Grouping composed of Autostrade per l’Italia, Consorzio 2050 and Monte dei Paschi diSiena Merchant won the public invitation for tenders called by the Region of Lazio which was seeking a private-sector minority shareholder (49%) for Arcea Lazio SpA. —— Arcea Lazio, a company limited by shares, wasfounded on 21 May 2003 and is 51% controlled by the Region of Lazio. Its purpose is to build and operate newtoll roads with a regional scope. —— The stake held by Autostrade per l’Italia in Arcea is 34%. Consorzio 2050,which includes SO.CO.STRA.MO and CCC (construction companies), Ingegneri Associati and SPEA SpA (anAutostrade Group engineering company), holds 10%. Monte dei Paschi di Siena Merchant’s equity interest is 5%.

—— The chief mission of Arcea is the design, construction and operation of major regional toll motorways, and,as a matter of priority, the infrastructure works listed in the Interministerial Economic Planning Committee’s Plan,in accordance with the Infrastructure Framework Law, namely: the Central Tyrrhenian Corridor, the Cisterna-Valmontone and the completion of the Orte-Civitavecchia link. —— The activation of Arcea SpA requires thesigning of a service contract between it and the Region of Lazio.

The Prato-Signa LinkIn 2003, the Region of Tuscany issued a public notice inviting proposals for the construction, using projectfinancing, the Prato-Signa link, which will join the Prato interport with the Florence-Pisa-Livorno expressway atSigna. —— Autostrade per l’Italia heads a Temporary Business Grouping in which it has a 46% stake. On 31December 2003, the Grouping submitted a proposal, which the Region is currently evaluating.

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ComoVarese

Novara

AgrateVimercate

Dalmine

Monza

Bergamo

Milan

A4 A4

A4

A9

A8

A8

A8/26Gallarate

Erba

PEDEMONTANA LOMBARDA

Motorways in operation

New work

MelegnanoA21

A51

A7A1

Agrate

Vimercate

Dalmine

Monza

Bergamo

A4

A9

Milan

Brescia

Direttissima Milano-Brescia

MILAN-BRESCIA MOTORWAY


New work

Milan-Brescia Motorway

Venice

Treviso

Padua

DoloMira

MoglianoVeneto

San Donà di Piave

Mestre

MESTRE BYPASS


New work

A4

A27

E70

E70

MILAN BELTWAY


TEM - Vimercate-Melegnano

Novara

Agrate

Melegnano

Melzo

Vimercate

Dalmine

Monza

Milan

Lodi

A4 A4

A4

A7 A1

A9A8

A8/26Gallarate

A50

A51

A52

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PEDEMONTANA VENETA


New work

Venice

Pordenone

Treviso

Mestre

Padua

Vicenza

DoloMira

MoglianoVeneto

CastelfrancoValdagno

Thiene

San Donà di Piave

Bassanodel Grappa

Asolo

Conegliano

Vittorio Veneto

Montebelluna

A4

A4A4

A27

A28

A31

NUOVA ROMEA


New work

A4A4

A13

A13

A13

A14 dirA14

PaduaVenice

Ferrara

Ravenna

Rovigo

Bologna

Chioggia

Adria

Mestre

Comacchio

Monselice

Dolo

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1.1.3.1 Traffic volumesThe stagnation of the Italian economy, which began in 2001, continued through 2003. Real GDP increased by0.4% compared with the previous year, kept low by the weakness of domestic demand and the poor performanceof exports owing to economic difficulties in Italy’s chief export markets. Inflation was 2.7%, which is slightlyhigher than in 2002 (2.5%). In spite of the sluggish economy, the traffic volumes on the Group’s network remainedhigh, and increased by the same percent as in 2002. Accordingly, the number of kilometres travelled rose by 2.8%(+2.7% for light vehicles and +3.2% for heavy vehicles) to total 51,599 million. The average network volumeamounted to 41,556 annual average daily traffic (AADT). Heavy vehicles accounted for 22.7% of the totalkilometres travelled. —— The traffic trends reported by the various operating companies in the Group were notuniform, which simply reflects the fact that each motorway has its own particular patterns of use. —— The parentcompany Autostrade per l'Italia, which accounts for around 89% of the total traffic using the Group’s roads, sawan increase of 2.8%. —— Slight increases of 1% and 0.6% took place on the routes managed by Tangenziale diNapoli and Società Autostrade Meridionali (SAM). The strong demand that already exists as well as the urban andsuburban of traffic that typically used these two routes are two factors that tend to curtail the capacity of theroads to show any dynamic development in their traffic volumes. —— The A12 Livorno-Resigningo, which isoperated by Società Autostradale Tirrenica (SAT) saw lower growth (1.4%) than the average for the Group, owingto a decline in use by heavy vehicles. This was partly a consequence of the lifting of the restriction that hadpreviously limited the heavy vehicles allowed to use the nearby state road, the S.S. 1 Aurelia, and had thusdiverted this traffic to the A12. —— On the A24 and A25 motorways, operated by Strada dei Parchi, which becamepart of the Group as of 1 January 2003, the increase in traffic was 2.3%. Traffic volumes rose considerably on theTurin-Savona (+7.4%) and Val d’Aosta (+28%) motorways, as well as the Mont Blanc Tunnel (+38.4%). TheAosta motorway and the Mont Blanc Tunnel benefited from the re-establishment of the international link betweenItaly and France through Mont Blanc. The Tunnel reopened on 9 March 2002, and the transit restrictions on heavyvehicles were lifted on 1 March 2003. As regards the Val d’Aosta motorway, the large increase in the number oftraffic kilometres was helped by the completion in August 2002 of the construction of the north carriagewaybetween Morgex and Courmayeur.

1.1.3 TRAFFIC AND TOLL CHARGES

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AUTOSTRADE PER L’ITALIA A1 Milan-Naples 12,934.1 4,519.9 17,454.0 2.5% 59,514 A4 Milan-Brescia 2,579.7 871.0 3,450.6 3.0% 101,110A7 Serravalle-Genoa 496.0 118.3 614.3 2.0% 33,660A8/A9 Milan-Lakes 1,851.9 347.9 2,199.8 3.6% 77,565A8/26 Spur 420.5 79.5 500.0 4.9% 57,075A10 Genoa-Savona 747.5 156.3 903.8 2.9% 54,421 A11 Florence-Seaside 1,244.4 266.6 1,511.0 3.2% 50,671A12 Genoa-Sestri 774.8 147.7 922.5 2.2% 51,897A12 Rome-Civitavecchia 543.7 94.2 637.9 6.3% 26,721A13 Bologna-Padua 1,348.3 499.6 1,847.9 3.2% 39,770 A14 Bologna-Taranto 7,649.9 2,657.7 10,307.7 1.9% 36,141 A16 Naples-Canosa 1,102.6 278.4 1,381.0 3.0% 21,959 A23 Udine-Tarvisio 448.6 226.6 675.2 3.0% 18,278 A26 Genoa Voltri-Gravellona Toce 1,629.2 429.6 2,058.8 5.4% 23,032 A27 Venice-Belluno 506.6 105.5 612.2 6.0% 20,404 A30 Caserta-Salerno 525.2 167.5 692.6 3.6% 34,315Mestre junction 64.6 24.7 89.3 3.1% TOTAL AUTOSTRADE PER L’ITALIA 34,867.5 10,991.1 45,858.6 2.8% 44,013 SUBSIDIARIESTurin-Savona 733.6 152.9 886.5 7.4% 18,554 Naples-Pompei-Salerno 1,370.3 160.6 1,530.9 0.6% 81,282 Naples by-pass 936.7 84.7 1,021.4 1.0% 138,532 Mont Blanc Tunnel 6.1 2.1 8.2 38.4% 3,873 Livorno-Rosignano 190.9 48.1 239.1 1.4% 17,894Valle d’Aosta Motorway Junction 65.7 14.9 80.6 28.0% 8,179Strada dei Parchi [*] 1,706.6 267.7 1,974.3 2.3% 19,656TOTAL SUBSIDIARIES 5,010.0 730.9 5,740.8 2.7% 28,739 TOTAL AUTOSTRADE GROUP 39,877.4 11,722.0 51,599.4 2.8% 41,556 [*] Excluding traffic over uncontrolled motoway sections.

LIGHTVEHICLES

HEAVYVEHICLES

TOTALVEHICLES

% CHANGEOVER 2002

AADT2003

MOTORWAY STRETCHES

TRAFFIC OVER THE AUTOSTRADE GROUP NETWORKKILOMETERS TRAVELLED 2003 (Amounts are expressed in millions)

January 2,712 5.4% 862 3.2% 3,574 4.9%February 2,465 0.8% 888 3.3% 3,353 1.5%March 2,980 -4.1% 999 1.4% 3,979 -2.8%April 3,368 6.1% 984 5.2% 4,352 5.9%May 3,375 4.9% 1,045 0.0% 4,420 3.7%June 3,694 5.7% 1,012 3.7% 4,706 5.3%July 4,029 1.3% 1,133 3.4% 5,162 1.7%August 4,519 2.9% 739 0.3% 5,258 2.5%September 3,519 0.3% 1,078 5.5% 4,597 1.4%October 3,233 2.6% 1,106 3.5% 4,339 2.9%November 2,845 0.9% 978 2.7% 3,823 1.3%December 3,138 5.3% 898 6.8% 4,036 5.6%YEAR 39,877 2.7% 11,722 3.2% 51,599 2.8%

CHANGE %2003/2002

LIGHTVEHICLES

HEAVYVEHICLES

CHANGE %2003/2002

TOTALVEHICLES

CHANGE %2003/2002

MONTHMONTHLY TRAFFIC VOLUMES OVER THE AUTOSTRADE GROUP NETWORK IN 2003 (Millions of vehicle kilometres)

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1.1.3.2 Toll charge adjustmentsAs of 1 January 2003, the concession-holders of the Autostrade Group, except for the operator of the Mont BlancTunnel, adjusted their tolls using the price cap formula, which regulates charges for the motorway sector, thoughnot for tunnels.

The formula is: ΔT = ΔP - X + ßΔQ (where ΔT is the toll variation; ΔP is target Inflation; X is the expectedproductivity rate; and ßΔQ is service quality).

At the end of 2002, Autostrade Concessioni e Costruzioni SpA in concert with ANAS, recalculated the factor “X”(expected productivity rate) for the second five-year period (2003-2007) during which the Agreement renewed in1997 remains in force.

In parallel with the recalculation of the expected productivity rate, Autostrade and ANAS signed the FourthAddendum to the Agreement of 1997, which adds a series of new planned works to those included in the 1997Agreement. The Addendum determines the productivity rate over a time span of 10 years from 2003 to 2012.

Pending the necessary approval, for 2003 the value of X for Autostrade per l'Italia, which took over the licensedoperating activities of Autostrade, has been set provisionally at 0.63% (which corresponds to the programmedchange in the indicator over a ten-year period as determined in the Fourth Addendum Agreement).

The toll charges applied by Strada dei Parchi, which since 1 January 2003 has held the concessions for the A24and A25 motorways, rose by 21.4% on the same date. The increase is in line with an agreement between thecompany and ANAS, which had also expressly included the toll increase in the specifications of the operatinglicence, so that the charges, untouched since 1997, might be brought up to date. Also on 1 January 2003, in adeparture from previous practice, the Central Guranteee Fund (CGF) supplement, which is applied to the tolls ofother motorway operators, was applied also to Strada dei Parchi. On the basis of these agreements, Strada deiParchi applied an increase of 21.7% on its tolls on 1 January 2004.

KILOMETERS TRAVELED ON AUTOSTRADE GROUP NETWORK MONTHLY TRAFFIC TREND (Millions)

6,000

Light

Heavy

5,000

4,000

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

3,000

2,000

1,000

0

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Autostrade SpA/Autostrade per l’Italia SpA 1.4 0.63 0.75 1.52Autostrade Meridionali 1.4 -5.00 -0.16 6.24Tangenziale di Napoli 1.4 0.33 -0.79 0.28Torino-Savona 1.4 -5.00 0.53 6.93RAV 1.4 1.4SAT 1.4 1.4Strada dei Parchi 1.4 -20.00 21.4

ΔP X βΔQ ΔT TOLL INCREASE

CONCESSION HOLDERTOLL CHARGE CHANGES IN 2003 (Percentage values)

Traforo del Monte Bianco does not apply the price cap, and the charges for the Mont Blanc Tunnel are set by theItalian-French Intergovernmental Oversight Commission. —— Since 1 January 2003 the tolls for the tunnel havebeen subject to VAT (20%), which on the Italian side is levied on all classes of vehicle. The toll, however, remainsexempt from the government’s CGF supplement. —— Also, as of 1 November 2003, the toll charges for the Tunnelwere raised by a further 2.4%.

As regards 2004, Autostrade Group companies with operating concessions have applied the price increasesshown in the following table. The increased are determined by the application of the price cap formula.

In response to requests submitted by Intesa dei Consumatori (Consumer association), an umbrella organisationfor several consumer protection groups, to the Ministry of Economic Affairs, and on the assumption of thesuccessful passage through parliament of Law 47 of 2004, which enacts new regulations for the motorway sectorthat correspond to those contained in the Fourth Addendum Agreement, Autostrade per l’Italia has decided thatthe toll charge increase for 2004 will be 2.26%, and come into effect as of 1 July 2004.

The increase of 2.26% for 2004 is lower than the increase of 3.06% that would have resulted from the applicationof the 1997 Agreement and related agreements between concession-holder and ANAS

In deciding to postpone the increase for 2004 until 1 July, Autostrade is sending out a powerful signal of itscommitment to keeping down the cost of living, even though motorway charges have a negligible impact oninflation.

It is worth noting that Italian toll charges are on average lower than those in other European countries, and thatthe increases introduced by Autostrade per l’Italia in 2003 were smaller than those introduced by the leadingEuropean motorway operators, as the graph below illustrates.

Autostrade Meridionali 1.7 -5.00 0.28 6.98Tangenziale di Napoli 1.7 0.33 -0.97 0.40Torino-Savona 1.7 -5.00 0.22 6.92RAV 1.7 1.7SAT 1.7 1.7Strada dei Parchi 1.7 -20.00 21.7

ΔP X βΔQ ΔT CONCESSION HOLDERTOLL CHARGE CHANGES IN 2004 (Percentage values)

62/63

Further, the increases introduced by Autostrade per l’Italia in recent years have constantly remained below therate of inflation, as the following graph shows.

The inflationary impact of the toll charge increases is negligible. An increase of 1% in the toll charges on thenational network has an inflationary impact of around three thousandths of a percent (3%) on the annual infla-tion rate.

TOLL CHARGES IN 2003 IN MAIN EUROPEAN COUNTRIES WITH TOLL MOTORWAYS (Euro cents)

20.00

Cars

Heavy vehicles (more than 3 axles)

15.00

10.00

5.00

0.00 France Spain Portugal Italy Autostrade per l’Italia SpA

BRISA 3.49%ASF 3.20%ABERTIS 3.45%Autostrade per l’Italia SpA 1.52%

2003 TOLL CHARGE ADJUSTMENTS BY MAIN EUROPEAN MOTORWAY OPERTATORS

INFLATION AND MOTORWAY TOLLS (Percentage change)

4.00%

3.50%

3.00%

2000 2001 2002 2003

2.50%

2.00%

1.50%

1.00%

Rest of business

Inflation

Autostrade per l’ItaliaOv

ervi

ew o

f ope

ratio

ns

1.1.3.3 The Fourth Addendum Agreement between ANAS and Autostrade of 23 December 2002 On 23 December 2002, ANAS and Autostrade signed a Fourth Addendum to their Agreement of 4 August 1997,which refers to new works for a total value of around €4.7 billion. In addition to the plan for the Mestre Bypass(which later became the subject of a separate addendum signed in February 2004), the investments referred tothe construction of a new route to the Milan Trade Fair Area, and the following works to improve and upgrade theexisting network: A1 Rome Ring Road-Roma Nord: addition of third lane;A4 Milan-Bergamo: addition of fourth lane; Autostrada A9 Lainate-Como-Grandate: road-widening works; Autostrada A14 Rimini Nord-Pedaso: addition of third lane; Genoa Bypass, Gronda di Ponente and construction of beltway; 9 new junctions.Tunnel safety plan.

The Fourth Addendum specifies the Company will entirely finance each of these projects, and thus also providesfor specific charge increases, which are staggered over a period of ten years. The Addendum also sets the valuesof the X variable over the same period. The variable refers to productivity increases and, combined with otherfactors in the price cap formula, determines the toll charge increase for each year.

After a lengthy and complex administrative procedure for the approval of the Fourth Addendum Agreement, theGovernment enacted the regulations contained in the Addendum by promulgating a decree (Decree Law No 355of 24 December 2003, Article 21), which was subsequently converted into ordinary legislation (Law 47 of 27February 2004). With the enactment of the ordinary law, the Government also specified that a ministerial decreeissued jointly by the Minister of Infrastructure and Transport and the Minister of Finance and Economic Affairswould give effect to the Fourth Addendum Agreement in all respects.The Fourth Addendum Agreement will come into effect once the joint ministerial decree has been deposited withthe State Audit Court.

———————

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1.1.4 NETWORK AND SERVICE OPERATIONS

1.1.4.1 MaintenanceThe motorway network operated by the Autostrade Group is extensive and of varying age, is composed of diversestructures, was built with a variety of construction techniques, and must cope with a wide range of climatic andenvironmental conditions and traffic loads.

The maintenance of such a large and complex infrastructure while enabling efficient operations under highperformance and security standards requires constant visual and instrumental inspection and monitoring. This iscarried out through the Group motorway operators and through the Spea subsidiary using special advancedequipment.

Last year saw the continuation of initiatives to optimise extraordinary maintenance processes, with about 350orders. —— These maintenance efforts helped raise the quality index for infrastructure (bridges and viaducts)from 61.2 to 62.9.

As regards road surfacing works, the surface area processed increased by 21% on the previous year, with nearlytriple the amount of draining pavement being laid, as shown in the following table. ——

The rise in the cost per cubic metre in 2003 is due to the increased use of high-quality draining pavement.

1.1.4.2 SafetyEnsuring safe motorway travel is the priority objective of the Autostrade Group, which has planned and executeda range of coordinated initiatives, including innovative solutions to prevent accidents by addressing all of thefactors involved.

The Group’s intense maintenance and monitoring activities, which make use of an extensive network oftechnological tools (videocameras, telecommunications networks, traffic and weather sensors), guarantee a highlevel of safety for motorway infrastructure.

Autostrade also seeks to modify inappropriate driver behaviour, which is the main cause of accidents, through itsinformation infrastructure, road markings and signs along the motorway, in tunnels, in service areas andilluminated boards, as well as through targeted information campaigns.

A key element of this effort is the prevention and control activity of the Highway Police, which monitored theAutostrade network on a daily basis during 2003 with 70 patrol units, as well as the constant assistance andmobility support activities of the staff of the motorway operators.

Detailed analysis of the most critical segments of the network permits targeted actions, with a positive impact onaccident figures.

m2 (x1000) 8,932 11,256 10,992 12,268 14,556m3 (x1000) 555 586 630 631 662m2 draining pavement (x1000) 1,158 2,319 1,737 2,093 5,923Unit cost (€/m2) 10.4 9.5 9.5 8.1 7.6Unit cost (€/m3) 167.4 182.5 166.2 157.9 166.4

1997 2000 2001 2002 2003ROAD SURFACING WORKS ON THE AUTOSTRADE PER L’ITALIA NETWORK

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The initiatives undertaken in 2002 and 2003 along the Autostrade per l’Italia network were part of a special two-year programme. The following table summarises the main actions taken over the course of the programme, withtheir distribution by year.

The tables and figures below demonstrate the excellent safety results obtained thanks to these efforts.

Compared with 2002, all indicators of accidents and injuries showed a marked improvement: total accidents weredown by 10.1%, accidents involving injuries by 7.6%, fatal accidents by 9.5%. Accident rates fell by 12.5% (totalaccidents), 10.1% (injuries), and 12.0% (fatal) respectively.

Similarly, the Autostrade per l’Italia network recorded a decline of 11.1% in total accidents, while accidentsinvolving injuries or fatalities fell by 7.4% and 10.8% respectively. The related accident rates fell by 13.5%, 9.9%and 13.3%.

In 2003 the decline in accidents was especially significant in the peak travelling periods: 19% at Easter; 24% inJuly-August; and 26% over the long weekend of 8 December. The results were also the fruit of the media campaign in the summer months and during peak travel days (radio,television, newspapers and magazines, variable message signs, call centres and the www.infoviabilita.itwebsite), which helped motorists in choosing the period, time of day and routes for their travel plans, therebysmoothing traffic flows and enhancing safety.

CRASH BARRIERS Side barriers 90 24 114Traffic dividers 56 111 167Parapets 15 13 28TOTAL BARRIERS 161 148 309POINT PROTECTIONClosure of bypasses with quick-opening barriers 102 469 571Anticrossing barriers on viaducts (Km) 114 60 174Tunnel lighting (tunnels of between 125 and 250 mts. - number) 35 21 56POINTS WITH HIGHER THAN AVERAGE ACCIDENT RATES Specific interventions 280 350 630VARIABLE MESSAGE SIGNS (number) Projects under way (in operation at end 2001: 138) 37 107 144Projects under way (in operation at end 2001: 178) 11 130 141TOTAL SIGNS 48 237 285% COVERAGE OF NETWORK WITH HIGH-PERFORMANCE DRAINING PAVEMENT 23% 32%

2002 2003 TOTAL 2002-2003

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TOTAL ACCIDENTS 30,835 27,727 -10.1Accidents per 100 million km 61.2 53.6 -12.5ACCIDENTS INVOLVING INJURIES 8,203 7,583 -7.6Accidents per 100 million km 16.3 14.6 -10.1FATAL ACCIDENTS 357 323 -9.5Accidents per 100 million km 0.71 0.62 -12.0

2002 2003PERCENTAGE CHANGE ON 2002

ACCIDENTS ON THE AUTOSTRADE GROUP NETWORK

TOTAL ACCIDENTS 27,636 24,570 -11.1Accidents per 100 million km 62.0 53.6 -13.5ACCIDENTS INVOLVING INJURIES 7,128 6,601 -7.4Accidents per 100 million km 16.0 14.4 -9.9FATAL ACCIDENTS 332 296 -10.8Accidents per 100 million km 0.74 0.65 -13.3

2002 2003PERCENTAGECHANGE ON 2002

ACCIDENTS ON THE AUTOSTRADE PER L’ITALIA NETWORK

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RATE OF ACCIDENTS INVOLVING INJURIES (Accidents per 100 million Km)

19.0

18.0

17.0

16.0

15.0

14.0

13.0

12.0 1998 1999 2000 2001 2002 2003

Autostrade Group

16.116.5

15.8 15.9

16.3

14.6

OVERALL ACCIDENT RATE (Accidents per 100 million Km)

64.0

62.0

60.0

58.0

56.0

54.0

52.0

60.5

63,6

61.2 61.261.6

53.6

50.0 1998 1999 2000 2001 2002 2003

Autostrade Group

63.6

RATE OF FATAL ACCIDENTS (Accidents per 100 million Km)

0.90

0.85

0.80

0.75

0.70

0.65

0.60

0.55 1998 1999 2000 2001 2002 2003

Autostrade Group

0.78

0.85

0.71 0.71

0.62

0.71

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OVERALL ACCIDENT RATE (Accidents per 100 million Km)

66.0

64.0

62.0

60.0

58.0

56.0

54.0

52.0 1998 1999 2000 2001 2002 2003

Autostrade per l’Italia

61.8

65.1

62.3 62.1 62

53.6

RATE OF ACCIDENTS INVOLVING INJURIES (Accidents per 100 million Km)

17.0

16.5

16.0

15.5

15.0

14.5

14.0

13.5 1998 1999 2000 2001 2002 2003


16.2

16.5

15.9

15.716

14.4

RATE OF FATAL ACCIDENTS (Accidents per 100 million km)

0.95

0.90

0.85

0.80

0.75

0.70

0.65

0.60 1998 1999 2000 2001 2002 2003


0.80

0.89

0.75

0.710.74

0.65

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1.1.4.3 Tolls and developments in payment systems The Autostrade Group’s toll strategies are focused on the development of automated toll payment systems, witha special emphasis on expanding Telepass products. Automation is a key factor in improving motorway services,as it improves traffic flows at toll stations and facilitates access to the service.

2003 saw the consolidation of relationships with intermediaries and the development of new sales channels topromote the spread of automated payment systems around the country, above all Telepass.

Promotional initiatives during the year included the “Telepass weekend” campaign, which offered a 10% discountfor transits paid with the Telepass system on weekends in July and August.

The new “one stop shop” approach enables the direct delivery of Telepass devices at sales outlets. In order tofoster growth, agreements were signed with three credit card issuers: CartaSi (more than 55,000 devicesdistributed in 2003), American Express and Agos Itafinco. The latter two agreements were signed at the end ofthe year.

In order to promote sales of the product and improve customer assistance, in March a new website dedicated toTelepass and other electronic payment systems was launched at www.telepass.it.

Some 316,000 customers registered with the site, making a total of about 2 million visits and 29 million pagehits.

The new site encouraged the development of e-commerce applications, which were launched in July. They enablecredit card holders (CartaSi only at the start) to sign up for the Telepass service on line, with devices beingshipped directly to customers’ homes (4,660 devices were distributed in 2003).

On 1 December Autostrade suspended the Viacard Plus programme (a current-account-linked Viacard productthat also enabled motorists to pay for other motorway services), which was folded into the ordinary Viacardcurrent account product.

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The full success of the strategies and initiatives undertaken is confirmed in the results for 2003.

With growth of 18%, the number of Telepass devices in circulation amounted to 3,872,807 at year-end. Devicesdistributed under the Telepass Family scheme grew by 25% with respect to the end of 2002, totalling more than2 million units at the end of last year.

TELEPASS DEVICES IN USE

4,500,000

4,000,000

3,000,000

Telepass Deviceslinked to Viacard

Telepass Family Devices

3,500,000

2,500,000

31/12/2001 31/12/2002 31/12/2003

2,000,000

1,000,000

1,500,000

500,000

0

TELEPASS DEVICES Telepass Business (Devices linked to current-account Viacards and Viacard Plus) 1,565,657 1,733,523 10.7%Telepass Family 1,704,438 2,139,284 25.5%TOTAL TELEPASS DEVICES 3,270,095 3,872,807 18.4%VIACARD (CURRENT ACCOUNT AND PLUS) Viacard passes 2,434,087 2,515,054 3.3%of which not linked to Telepass Business 868,430 781,531 -10.0%PRE-PAID VIACARD DEBIT CARDS Viacard cards sold [*] 5,158,889 4,056,078 -21.4%[*] 2003 figures are provisional.

2002 2003% CHANGE 2003/2002PAYMENT SYSTEMS IN USE

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The steady increase in Telepass use and the development of other automated payment systems, in parallel withthe upgrading and renovation of the motorway network infrastructure, helped boost the use of automated systemsat toll stations.

Automated payments on the Autostrade per l’Italia network accounted for 65.3% of the total (compared with62.3% in 2002). Of these, no fewer than 46.1% were made with Telepass (42.9% in 2002). It must be emphasisedthat the decline in manual payments was accompanied by a more than proportional decrease in shifts worked bytoll collectors (-8.4%), owing to the productivity gains generated by organisational rationalisation, with apronounced improvement in the overall efficiency of the system. —— At the Group level, automated paymentsincreased from 58% of the total in 2002 to 61% in 2003; Telepass payments increased from 40% of the total in2002 to 44% in 2003.

TYPE OF PAYMENT Manual transactions 248.5 36.8 236.6 33.9Telepass transactions 289.7 42.9 321.3 46.1Other automated transactions of which: 131.0 19.4 133.9 19.2 Automated cashier 16.5 2.5 31.2 4.5 Viacard c/c and Plus 41.7 6.2 37.4 5.4 Prepaid debit cards 32.6 4.8 27.4 3.9 Credit card 21.9 3.3 21.4 3.1 Fast pay 18.3 2.7 16.6 2.4TOTAL TELEPASS AND OTHER AUTOMATED PAYMENTS 420.7 62.3 455.2 65.3Other [*] 5.9 0.9 5.5 0.8OVERALL TOTAL 675.1 100.0 697.2 100.0[*] Non-payment of toll, strikes and violations.

%2002 2003 %

PAYMENT TRANSACTIONS ON THE AUTOSTRADE PER L’ITALIA SPA NETWORKEXIT TRANSACTIONS BY PAYMENT TYPE (millions)

1.1.4.4 Customer assistance Assistance, monitoring and emergency services on the Group network are coordinated through 16 regionaloperations centres (located at the motorway section offices of Autostrade per l’Italia and the operations offices ofthe other motorway companies). Operations at Autostrade per l’Italia are supported by 455 traffic controlauxiliaries equipped with 246 vehicles, who provide back-up for the 1700 Highway Police officers engaged inprevention and control operations.

The operations offices are linked to the Road Network Information System (RNIS), which organises and channelsinformation arriving from a variety of sources and promptly updates the network control panel. This enablesoperators to implement any measures that might be necessary and transmit information to users through thevarious channels available. —— Information is transmitted promptly to motorists through variable messagesigns and a number of other channels: • Isoradio 103.3 (on 1,732 km of network); • CCISS Viaggiare Informati (RAI radio network and 1518 free-phone number);• RTL 102.5 (private radio channel with national coverage);• Internet sites www.autostrade.it and www.infoviabilita.it;

Traffic control operations are supported by numerous structures and facilities.

In August 2003 Autostrade per l’Italia responded swiftly and efficiently to the exceptional challenge of thedisastrous flooding caused by heavy rains in the areas crossed by the A23 Udine-Tarvisio, with the total blockageof communication routes.Although seriously damaged, the motorway was brought back into operation in just 17 hours and remained theonly route linking a number of towns that would have otherwise been cut off. —— The motorway was opened toenable traffic to reach the isolated centres, with the creation of two additional access points between the tollstations of Carnia and Pontebba.

A key role in customer information and assistance services is played by the multimedia production centre locatedin the Rome headquarters, which provides daily television news bulletins for Canale 5 and La7, links withtelevision and radio broadcasters during peak travel periods, news bulletins for Televideo and Mediavideo and 24-hour telephone traffic information to customers.

The commercial call centre was strengthened significantly, with:• the updating of the technology platform;• an increase in the number of staff and additional training;• a review of work methods.

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Toll stations 285 285Service areas 246 246Parking areas 112 112Punto Blu 75 76Variable message signs 447 673Traffic control cameras 879 1,188SOS phone points 3,900 4,051

2002 2003GRUPPO AUTOSTRADESTRUTTURE E IMPIANTIAUTOSTRADE GROUP STRUCTURES AND FACILITIES

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The results of these efforts were also recognised with formal awards: the commercial call centre of Autostrade perl’Italia won first prize in the “Customer Service Awards – Quality Contact” among public service companies andsecond prize overall.

During 2003 the centre handled a total of 789,038 calls last year, of which 283,374 for information and 505,664for assistance. The overall response rate rose from 79.5% for 2002 to 94.7%, of which 81.4% within 20 seconds.

The e-mail management system for corporate websites was also overhauled, reducing response times. In 2003 atotal of 72,933 e-mails were received, an increase of 152.2% on 2002, mainly due to the activation of the newTelepass website.

1.1.4.5 Service quality2003 was characterised by the consolidation of the quality-based approach at all Group companies. —— Theresults achieved and the need to improve processes were measured through indicators of expected, perceived,planned and delivered quality levels for processes that impact the Group stakeholders, first and foremostcustomers and employees. —— The full development of these indicators is represented by the Quality Report,which now covers 84 indicators for 25 processes and involves two-thirds of the Group’s corporate units. —— In2003 the Quality Report also revealed the findings of the customer satisfaction survey regarding automatedpayment systems, which was conducted at the end of 2002, and those on traffic flows and motorist informationservices.

The quality results achieved in 2003 were extremely good: all safety indicators improved; the indicator for serviceareas rose by more than 12%; and the call centre attained excellence in providing information and customer careservices.

A survey was also conducted among employees to measure expectations and assessments of key elements ofcorporate life.

The Quality Report helped identify the priority areas of intervention in mission-critical processes. —— Specifically,on the customer care front a complaints book was established to systematically collect customer complaints, withspecified categories and monitored response times. As a result, the performance of the call centre improved andthe time required to respond to traditional and electronic correspondence fell. —— With regard to the planning ofthe opening of work sites, a key part of the traffic management process, a new procedure was introduced (it cameinto operation at the start of 2004) to optimise the distribution of construction and maintenance works aroundthe network in the light of a prior evaluation of impact on traffic. —— The new Quality System for service areas,especially for those recently tendered, and the related process for controlling key quality factors, was developedand will become operational in 2004.

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ISO 9001: 2000 certificationThe ISO 9001:2000 certification of the Global Quality Indicator was confirmed in 2003. The indicator coversprocesses regarding:• the collection of accident data, which are subsequently used for analyses and initiatives to improve travellersafety; • the processing of data on traffic disturbances on the motorway and in toll stations: this is useful in identifyingcorrective measures to improve traffic flows; • monitoring of quality parameters in service areas: suitably aggregated, these are used to measure performance.

Work also continued on broadening the scope of certification to include processes for transmitting trafficinformation both directly to motorists and to the media organisations with which the Group works.ISO 9000:2001 certification was also confirmed for the Quality System regarding “Planning and implementationof prototype technological systems for toll payments, access control and similar for use on roads”.

The Service Charter A new edition of the Service Charter was published in 2003. It establishes new standards and is in line with thoseof the main utilities operators and with customer needs, comprising:• customer assessments of the main components of the service;• response standards for the call centre;• response times for commercial correspondence;• response times for complaints.

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1.2.1.1 The service area development plan The year 2003 saw the continuation of the restructuring plan to upgrade the entire service area network over thenext few years. In 2003 work began at more than 30 service areas, with special care being taken to minimise theimpact on motorway customers.

1.2.1.2 Tender proceduresIn compliance with the instructions of the Competition Authority, in July 2003 Roland Berger Strategy ConsultantsSrl, advisor to Autostrade (replacing KPMG Business Advisory Services SpA, following the engagement of KPMGSpA as auditor for 2003-2005), launched the independent competitive tender procedures for the concessions toprovide fuel distribution and catering services at the 155 service areas controlled by Autostrade per l’Italia thatat the time of the engagement had not already been awarded. —— At 31 December 2003 Roland Berger had:initiated competitive tender procedures for 100% of the expiring service contracts covered by the engagement;completed procedures, with the signing of the related agreements, for 41 service areas, equal to 27% of theservices covered by the engagement.Including the service areas at which contracts had been completed before the engagement of Roland Berger,tender procedures have been completed at a total of 102 service areas, or more than 47% of total service areascontrolled by Autostrade per l’Italia (216 areas, including nine new areas to be built).

1.2.1.3 Monitoring and enhancing network servicesDuring the year the service area units at the motorway section offices expanded their activities in monitoringoperations and maintenance at service areas. —— The improvement in service levels, thanks in part to theintensification of monitoring activities (5,300 inspections in 2003), was promptly reflected in the overall indicatorof service area quality levels, which rose nine points to 87.2 with respect to 2002.

1.2.1.4 Service area developmentThe main initiatives taken to develop the service area network of Autostrade per l’Italia involved: the constructionof the new Barra service area on the A1 Milano-Napoli; the expansion of seven areas; restructuring works at afurther six areas to implement the new organisational standards for parking areas and internal traffic flows, witha substantial increase parking space and the complete renovation of fuel distribution facilities. —— With a viewto enhancing service levels, especially as regards security (an issue of special importance to hauliers),Autostrade per l’Italia completed the programme to upgrade heavy vehicle parking areas in the Mascherone Est,La Pioppa Sud and Giove Ovest service areas. These areas were equipped with surveillance cameras for parkedvehicles and ground equipment. Work is continuing at the Arda Ovest service area.

1.2.1 SERVICE AREAOPERATIONS

SERVICE AREAS1.2

——

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1.2.1.5 Service activities and royaltiesOn the economic front, overall fuel sales declined by 2.5%, the combined result of a decline of 11% in petrol salesand a rise of 3% in heavy and light diesel sales. Non-oil activities saw turnover rise by 3.6%, mainly attributableto an increase of 5.2% in catering services.

Current royalties, excluding the effects of concession renewals, increased by 2.9% with respect to 2002 as aresult of an increase in sales and the inflation adjustment of rates. Overall, royalties accruing in the year,including extraordinary royalties (one-off payments associated with new concession agreements, which amountedto €12.3 million), totalled €79.7 million, an increase of 17% on the previous year. —— The year 2003 also sawthe conclusion of negotiations to extend the fuel distribution concessions in areas located on third-party propertywith Kuwait (Brembo sud), Total (Sebino nord and Piani D’Invrea sud) and Esso (Giove ovest). The concessions allexpire on 31 December 2013 and provide for a significant rise in royalty rates beginning in 2004.

In December 2003, owing to the delays in the tender procedures run by Roland Berger Strategy Consultants, theservices not yet awarded by competitive tender were renegotiated. The new expiration dates, which may not belater than 31 December 2004, were determined in relation to the date of effective completion of the competitivetenders conducted by the advisor. The renegotiation involved the adjustment of royalty rates as from 1 January2004.

Main economic relationships with Autogrill SpA in 2003Given their importance, relations with Autogrill SpA in 2003 are described separately. The Autostrade Group hasgranted Autogrill SpA direct concessions to provide catering and shopping services in 92 motorway service areas.In 2003 Autostrade's income from its relationship with Autogrill came to about €22.3 million, of which about€21.2 million from royalties on service area operations.

In 2003 advertising revenues jumped from €4.7 million to €6.2 million, an increase of 32% with respect to 2002.The result was achieved despite the continued failure to resolve the dispute with the Fidanzia Group, whicheffectively prevented the use of 315 billboards (about one-third of the total) in the advertising network and,consequently, hampered the management of sales on the entire national circuit.

1.2.2ADVERTISING

AUTOSTRADE PER L’ITALIA [*] Current royalties 60.4 65.9 67.4 2.9%Extraordinary royalties 11.4 2.1 12.3TOTAL AUTOSTRADE PER L’ITALIA [*] 71.8 68.0 79.7 17.0%TOTAL SUBSIDIARIES [**] 3.0 3.3 6.0TOTAL GROUP 74.8 71.3 85.7 20.2%[*] Until 30 June 2003, Autostrade SpA.[**] Since 1 January 2003 includes Strada dei Parchi SpA.

20032001 2002 % CHANGE2003/2002

INCOME FROM SERVICE AREAS (millions of euros)

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Spea provides Autostrade per l’Italia with high-quality engineering services in its design, project managementand monitoring activities. —— Spea also joined Autostrade per l’Italia in all of its new initiatives aimed atexpanding and consolidating its motorway business. —— The main projects on which Spea provided its technicalexpertise and took a direct stake included:• the Milan-Brescia motorway (Autostrade Lombarde) – awarded the concession for the construction andoperation of the Brescia-Bergamo-Milan motorway;• the Milan Beltway – promotor company established for the purpose of building a new beltway outside theexisting route;• the Nuova Romea – company established to compete for the contract to build (on a project financing basis) theCesena-Mestre motorway link;• the Consorzio 2050, which will take a stake in Arcea Lazio for the purpose of building and operating tollwaysin the region of Lazio; • the Prato-Signa bypass, where it participates in the temporary business grouping organised to build andoperate the route.The most important non-Group commissions (which were selected with great care) included the detailedengineering for the third lane of the Turin-Milan motorway and project management for the Turin-Milan high-speed rail line on behalf of a consortium headed by Fiat Group companies.

In 2003 revenues from sales and services rose to €77.8 million, up 38% from the €56.3 million registered in2002. —— The increase was mainly attributable to services provided to Autostrade per l’Italia (Autostrade SpA inthe first half of the year), which generated revenues of €50.2 million or 65% of its turnover (64% in 2002). ——Services provided to other Group motorway operators produced revenues of €10.8 million, down 9% on theprevious year. Revenues produced by non-Group relationships amounted to €16.8 million, or 21% of total turnover(18% in 2002). —— Last year closed with net income of €3.3 million, compared with €1.3 million in 2002.

Pavimental, which operates in the road maintenance sector, successfully carried out the plannedmaintenance programme for 2003 on behalf of Autostrade per l’Italia (Autostrade SpA in the first half of theyear).

The company was also awarded long-term maintenance contracts with the Group’s other motorwayoperators.

Pavimental’s non-Group activities mainly comprised airport works (the airports of Turin-Caselle and Treviso).

The company invested further in the development of hot and cold recycling technologies and in new machinerywith the aim of increasing efficiency and ensuring top quality.

Revenues from sales and services amounted to €170.2 million; net income came to €2.3 million.

GLOBAL SERVICE FOR THE FLORENCE-PISA-LIVORNO EXPRESSWAYIn March 2003 the temporary business grouping established by Autostrade per l’Italia (lead company) and Spea,Pavimental and another six companies won the competitive tender organised by the Province of Florence toprovide global maintenance and management services for the Florence-Pisa-Livorno Expressway. —— The globalservice activities, which began in April 2003 and are still in the start-up phase, broke even for the year.

1.3.1SPEA

1.3.2PAVIMENTAL

NON-CORE SERVICES1.3

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On 19 June 2003 the Shareholders' Meeting of EsseDiEsse Società di Servizi resolved, pursuant to Article 2441para. 4 of the Civil Code, to increase its share capital from €102,000.00 to €1,102,000.00 by means of cashpayment or transfer of assets from Autostrade per l’Italia. —— The business activities being transferred to thenew company, which includes assets, liabilities and legal relationships regarding administrative services, humanresource management, general services and property management, was appraised by the advisor Roland BergerStrategy Consultants, which was appointed by the Court of Rome. —— The advisor's appraisal determined thatin view of the global value of the business activities involved in the transaction, the capital increase should notexceed €1,000,000.00, increased by any share premium. —— In consideration of the fact that as of the Board ofDirector's meeting of 19 December 2003 the conditions necessary for the transfer of the service activities had notyet been met, the Board resolved to increase share capital from €102,000.00 to €500,000.00. The soleshareholder, Autostrade per l’Italia, subscribed the entire capital increase, simultaneously paying the full amountin cash. —— The company provides the companies of the Autostrade Group the following services on an exclusivebasis:• administrative and accounting services, such as maintaining the general accounts, sectional accounts, assetadministration, financial accounting, credit recovery, statutory and tax reporting and all other accounting tasks;• human resource management, such as payroll management (attendance, management of pay slips, transfersand withholdings, printing of statements, etc.), insurance, contributions and tax formalities, operational aspectsof personnel management (loans, liens, advances on severance pay, etc.), and support in relations withpersonnel;• general services, such as managing the telephone exchange, porters, drivers, cashier functions for entertainmentservices, correspondence logging, warehouses, printing office, internal meeting rooms, canteen, security, healthservices, etc.• property services, such as managing rentals, building maintenance and all other services regarding the use ofshared services and property.

EsseDiEsse generated revenues of €11.8 million in 2003, with net income of €0.11 million.

ESSEDIESSE SOCIETÀ DI SERVIZI

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1.4

The sector of infomobility and safety systems and services (monitoring equipment, management anddissemination of traffic data, vehicle tracking services and systems, emergency assistance request systems) isstill in the early stages of development but promises to be a key activity in the medium to long term.

The Group’s activities in this area are managed by the Infoblu subsidiary. —— In 2003, the company developedthe following activities on behalf of Autostrade per l’Italia (Autostrade SpA in the first half of the year) under adedicated service contract:• redesign of the infomobility website (www.infoviabilità.it) to match the Telepass portal;• development and upgrading of systems for producing television traffic bulletins for Canale5 and La7;development and automated distribution of traffic news using TTS technology, both for the Autostrade callcentre and the call centre created for the global service activities of the Florence-Pisa-Livorno Expressway(+39 055.4211129);• development of the new “TvZone” closed-circuit channel available in service areas with a variety of services,including traffic information.

The 2003 also saw the continued development of the Infoinviaggio service in collaboration with TIM. The serviceinvolves the dissemination of traffic information for Group motorways to both mobile and fixed-line telephonycustomers (Telecom Italia) through a dedicated special-rate TIM number (892525).—— The main developmentsregard the option available to TIM customers to access information not only automatically but also through a TIM-run call centre. —— In order to broaden the information database, in November an agreement was signed withAutostrada del Brennero for the use of its traffic information. Contacts were also made with other motorwayoperators, such as Autovie Venete and Autostrada Brescia Padova, and ANAS, the state road agency. —— Infoblu’srevenues in 2003 amounted to €1.4 million, with net income of €0.7 million.

TowerCo SpA has been operational since 1 July 2003. It was created out Autostrade’s Tower Management Projectbusiness and activities, under way since end-2001. The aim of the initiative is to rationalise telecommunicationsinfrastructure and leverage the Group's road assets that can be used to host the equipment and facilities ofmobile telephony operators and, more generally, telecommunications companies and broadcasters. The projectenvisages the construction and management of multi-operator sites that can be used for commercial services(GSM/UMTS coverage, radio links, etc.) and institutional or corporate purposes (Isoradio, police/corporate radio,traffic control system, etc.).

In 2002, new framework agreements were signed with TIM, Vodafone and Wind as part of the Tower ManagementProject. In addition to the granting of areas, the agreements also envisaged the concession of multi-operatortower sites to be developed and managed as part of the project. On the basis of these accords, some 220 specificcontracts were activated in 2003, generating about €2.3 million in revenues. —— Autostrade per l’Italia andTowerCo signed a temporary agreement (approved by their respective boards) to accelerate the definition of theterms and conditions for granting use of the road-bed. The agreement also provides for the transfer to TowerCo(as from 1 January 2004) of responsibility for managing existing contracts with operators on the basis of previousconcession agreements regarding road-bed sites for mobile telephony equipment.

At the end of 2003, mobile telephony operators had ordered nearly 100 tower sites. At that date, development of30 tower sites had been completed, while construction at another 15 sites was under way or about to begin. Workat about 50 sites was awaiting the issue of permits or the completion of designs.

Revenues from managing areas and Tower sites amounted to €1.3 million in 2003. Net income came to €0.3million.

ADVANCED SERVICES

1.5.1 INFOMOBILITY

1.5.2 TOWER MANAGEMENT

1.5

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The plan to leverage the value in Autostrade Telecomunicazioni, decided in December 2001, was completed inJune 2003 with the sale of 100% of the company to Serenissima Infracom SpA and Autostrada Brescia-Verona-Vicenza-Padova SpA, which took stakes of 70% and 30% respectively.

Before the sale, a number of agreements were signed with Autostrade Telecomunicazioni, including:• a contract for the supply of transmission capacity until 2015 at set cost-oriented prices. The contractcomprises a service level agreement with high guaranteed standards;• a framework agreement for the connection of TowerCo sites through the ATLC network;• an option to purchase other telecommunications services at cost-oriented prices or at best market price(preferred supplier status).

The disposal, including the transfer of rights to the commercial use of optical fibre acquired from third parties,was completed on 18 June 2003 with the transfer of shares at a price of €77.5 million, following approval by theEU Competition Directorate General.

1.5.3 THE DISPOSAL OF AUTOSTRADETELECOMUNICAZIONI

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The market for access control, which includes restricted traffic zones (ZTL) in urban areas, ports, interports, par-king areas and, with an eye to the future, area pricing and road pricing, is of special interest to the AutostradeGroup in view of the scope for applying its Telepass technology.

The intensive effort to promote the technology and negotiate contracts with local authorities led to the signing oftwo major long-term agreements (both renewable) for the integrated operation and maintenance of ZTL systemsin Siena and Florence.

As part of efforts to diversify mobility services, Saba Italia (in which Autostrade has an 40% stake) continued topursue its strategy of building and operating parking areas in city centres, which has not permitted the fullexploitation of synergies in managing Autostrade assets. —— In 2003 the company acquired three new contractsto build and operate seven parking facilities:• a contract for a 30-year concession to operate a 493-space lot (September 2003) and a 746-space lot(December 2003) in the parking areas of the “Bicocca” area of Milan (former Pirelli industrial area);• the award of the contract in a competitive tender called by the City of Sassari to design, build and operate threeparking facilities with a total of 1,127 spaces for use on a rotating basis and 274 spaces to be leased to thirdparties; the concession has a duration of 23 years; • a contract for extraordinary maintenance, ensuring building code compliance and operation of the Silos andDreher parking facilities in Trieste (contract dated 22 December 2003) for a period of 16 years from the signingdate.

In January 2004, Autostrade SpA, in a temporary business grouping with Saba Italia, acquired the concession todesign, build and operate the parking facilities of the port area of Civitavecchia, with the possibility of partici-pating in the management of access points and port traffic and other related activities.

Autostrade also submitted a project to the City of Bologna for the construction and operation of the “Michelino”car park to serve the trade fair centre.

URBAN TRAFFIC SERVICES

1.6.1 ACCESS CONTROL AND RESTRICTED TRAFFIC ZONES

1.6.2 PARKING SERVICES

1.6

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Autostrade Participations is the 100%-owned Luxembourg-incorporated holding company through with theAutostrade Group holds the following foreign equity investments:• 100.00% Autostrade International US Holdings, Inc.• 25.00% Midland Expressway Limited• 4.98% Abertis Infraestructuras SA

In 2003, Autostrade International US Holdings, Inc. continued to operate the Dulles Greenway (the motorwaylinking Dulles International Airport with Leesburg, Virginia) through its subsidiary Autostrade International ofVirginia O&M. —— Thanks to the increased volume of traffic, the company closed the year with income beforetaxes of US$ 538,303. —— On a consolidated basis, owing to the costs incurred by Autostrade International USHoldings, Inc., the company posted a net loss of US$ 371,656.

During 2003 Midland Expressway Limited (MEL), the company in charge of the design, financing, constructionand operation of the Birmingham Northern Relief Road (the BNRR project), completed construction ahead ofschedule and on 8 December 2003 received the Permit to Use from government authorities. Full operations beganon 14 December 2003.

The opening of the BNRR, Britain's first tollway (built with the participation of the Autostrade Group), is a majorevent thanks to the new prospects it creates at the European level.

Average daily transits in this initial period of operations are shown in the following table:

FOREIGN OPERATIONS

1.7.1 AUTOSTRADEPARTICIPATIONS

Dicembre 2003 34.490Gennaio 2004 30.662Febbraio 2004 37.308

TRANSITS (DAILY AVERAGE)December 2003January 2004February 2004

34,49030,662 37,308

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1.7

Tolls are set at the discretion of the operator, subject to provision of six months' notice of any change.

On the date of completion of the works (8 December 2003), Autostrade Participations:• paid in its share of the increase in MEL's capital from £1000 to £1,470,000 (approved by the ExtraordinaryShareholders' Meeting of 25 September 2000) in the amount of £367,250;• subscribed its share of the bonds issued by MEL (12% Junior Secured Loan Notes) in the amount of£36,382,500.

Autostrade Participations raised the funds necessary to subscribe the notes through a medium-term loan in thesame amount from Luxembourg banks, with guarantees from Autostrade SpA. —— Interest on the MEL notessubscribed by the company, which at 31 December 2003 amounted to €373,368.53, were prudentially writtendown, since payment of such interest is subordinated to a number of restrictive conditions in the Senior CreditFacilities, which require MEL to meet a number of periodically calculated credit ratios. In addition, the contractfor the issue of the notes establishes that if accrued interest is not paid within 60 dates of its falling due, itbecomes irrecoverable and is cancelled.

Between the 19th and 21st month after the issue of the Permit to Use, Autostrade Participations may exercise aput option to sell its interest in MEL (including the loan to MEL itself) to Macquarie Midland Holdings Ltd. atnominal value (£36,750,000). Macquarie has a similar call option to acquire the interest for £49 million.

In 2003 Abertis, the Spanish company created out of the merger in April 2003 between Acesa Infraestructuraesand Aurea Concesiones de Infraestructuras, in which Autostrade Participations holds a stake of 4.98%, carriedout a bonus issue of shares funded with a capital increase. —— As a result, the number of shares held byAutostrade Participations rose from 23,731,493 to 26,163,970.

In September 2003 Autostrade Participations sold Autostrade its 10% stake in Autostrade International for€2,150,000. —— On 19 December 2003 the company paid shareholders an advance on the dividend for 2003 of€8,500,000. —— The company closed the year with net income of about €9,000,000.

BIRMINGHAM JUNCTION

Toll-free motorways

M6 TOLL

M6

M5M6

M42

BIRMINGHAM

WestBromwich

Walsall

SuttonColdfield

Tamworth

LichfieldT8

T7

T6

T5

T4

T2

T3

T1

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Europpass LKW Mautsystem GmbH, the Austrian company 100%-owned by Autostrade, was established on 5 May2002 for the purpose of designing, financing, building and operating an electronic free-flow multilane tollpayment system for heavy vehicles (over 3.5 tonnes) on the Austrian road network, for which Asfinag (the Austrianroad authority) had issued a call for tenders. After winning the tender and signing the contract with Asfinag,which took place in June 2002, Europpass successfully completed the project on schedule in just 18 months.

On 9 October 2003 the official test run envisaged in the contract was begun. During this phase, which was tolast four weeks, some 600 “friendly users” roamed the Austrian roads in different types of vehicle to test thesystem. At the end of the test period, on 14 November, an independent expert appointed by Europpass confirmedthat the toll system had functioned properly and declared that the system could begin operations. On 26November the Minister of Transport announced that the system would officially begin operations on 1 January2004.

The successful launch of the system on 1 January marked achievement of Europpass' final objective. Of the 16main milestones, only two were not reached on schedule and the company had to carry out a €2 million capitalincrease, although it will probably be possible to repay this after the first six months of operation. —— The launchof the toll system was well received by the national and international media. —— The company closed 2003 witha loss of €31 million (on a consolidated basis, which involves the reclassification of data on the basis of theGroup's accounting practices, the loss amounted to €16 million).

In 2003, Autostrade International provided support to Autostrade SpA in the Europpass Project. —— Its activitiesinvolved granting Europpass total financing of €156,500 thousand at 31 December 2003. —— The financing wasgranted free of expenses for Autostrade International and will be repaid at maturity in the amount of principalplus interest. Issuing the loan required the company to borrow a total of €135,863 thousand from Autostrade SpAthrough the intercompany current account. —— At 31 December 2003, the company posted net income of €170thousand, primarily from financial operations.

1.7.2 EUROPPASS

1.7.3 AUTOSTRADEINTERNATIONAL

S18

S16A12

A12

A13A14

A10

A10

A11

A9

A8A8

A7

A9

A2

S4

A2

A2A3

A4

A4

A1

A1A1

A2

S36 S35S31

A9

S6

A22

S33 A23

A21

A25

Hörbrenz

Bregenz

Hall im Tirol

Innsbruck

Brennerpaß

Kufstein

Gmünd

Knoten Spittal/Millstätter See

Thörl-MaglernKarawanken Tunnel

Knoten Villach

JudenburgGraz

Eisenstadt

Schwechat

Stockerau

Knoten Linz

KnotenA1/A25

Salzburg

RiedSuben

Krems

Spielfeld

EUROPPASS

Austrian motorway networkmanaged throughEuropass’ new payment system

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2 ENVIRONMENT AND SUSTAINABLE DEVELOPMENT

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The Autostrade Group is called upon to perform an essential function in the social, economic and territorialdevelopment of the country, modernising and expanding motorway infrastructure and developing customerservices.

Our awareness of this responsibility guides the action of Autostrade and the Group, which has always sought toensure that the network meets the highest infrastructure standards to guarantee maximum comfort and safetyfor motorists and to improve service levels by developing high technology systems for toll collection and deliveringinformation. At the same time, these goals have been pursued with maximum attention to the environment, acritical factor for anyone who operates such an extensive network in close contact with the local territory.

A major token of the Group's concern for the environment is the environmental observatories, which were esta-blished to monitor the correct implementation of impact mitigation works and the effectiveness of the environ-mental protection systems adopted. The observatories, which were set up for the start of works to upgrade theApennine section of the A1 motorway, are organised around two commissions (one for the Emilia-RomagnaRegion, another for the Tuscany Region) supported by experts in the various environmental and territorial disci-plines involved. In order to ensure that the public is kept informed of the progress of the works and environmen-tal monitoring, an information centre has been created, complete with a dedicated website. Another projectunderscoring our commitment to the environment is the “Panorami d'Italia” initiative, launched in collaborationwith the WWF. It involved the mapping of all the main sites on the motorway network (service areas and parkingareas) that offer especially scenic views.

Numerous other initiatives undertaken and results achieved in 2003 further testify to Autostrade's commitmentto acting in a manner consistent with the principles of social responsibility and sustainable development: fromthe publication of the Environmental and Social Report, now in its fifth edition, to the inclusion for the secondconsecutive year in one of the leading ethical indices, the Dow Jones STOXX Sustainability Index (DJSI STOXX), andthe publication and distribution to all personnel of the Code of Ethics, which clearly and transparently defines thevalues that underpin the Group's efforts to achieve its objectives.

These initiatives have been supplemented with an important new project: the adoption of a “Charter ofEnvironmental Commitments”, approved by the Autostrade Board of Directors in December 2003. It traces thelines of evolution for the Group's environmental commitments, specifying the principles that it will follow inmanaging its relationships with the environment and the territory, with a focus on protection, integration andenhancement. The Charter will be supported by the establishment of a unit to monitor the implementation of thesecommitments.

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3 COMMUNICATION

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Autostrade undertook a wide variety of corporate promotional initiatives in 2003. —— The first were the Easterand summer safety campaigns, which emphasised the importance of good driving, without which the Group'smassive investment in safety would be in vain. Both initiatives, which involved more than 30 of Italy's leadingnewspapers, accompanied the normal traffic forecasting services, which saw the printing of more than 6 millionflyers distributed through the 14 leading periodicals. —— The main communication initiative for the year was theDecember campaign to promote the company in view of the major infrastructure investments it will be making inthe next few years. The campaign, carried out by Saatchi & Saatchi (and planned by United ColorsCommunication), sought to communicate the pay off “Autostrade for Italia, the road to the future" and, with thecreative idea of the “prams on the motorway", Autostrade per l’Italia's challenge for the future, in line with theGroup's strategies and investment plans. The campaign was launched on television (RAI - 103 ads - , Mediaset- 157 ads -, La7 - 144 ads - , Sky - 930 ads - and a number of dedicated financial channels) and in the natio-nal press (53 publications with 177 issues).

The Group's sponsorship programme was expanded significantly in 2003, with the participation in the EuropeanConference of Transport Ministers, held in Naples in July, and the contribution to the organisation of the COP 9Climate Change Convention, where the Group was able to demonstrate its commitment to the environment andsustainable development.

As in 2002, the Group's participation in and organisation of events was directed at promoting and communica-ting corporate projects and services with dedicated stands. In the road safety field, the Group was present at theTraffic Conference in Riva del Garda (April 2003) and the first Verona Road Safety Show (October 2003).Participation in the Italian Tourism Exchange gave sector operators a chance to learn about the advertising pos-sibilities of the motorway network and the new mall project for service areas. —— Other major events includedthe company’s presence at Progetto Città (Milan, February 2003), which focused on urban and integrated trafficsystems (ZTL), and the Bologna Motorshow (December 2003).

In order to support its mission, Autostrade makes ample use of publications of various kinds, which it usesto communicate and support the role, image and commitment of the Group in its different fields of opera-tion. —— Corporate publications (including the Environmental and Social Report) are designed to project aunified corporate identity and are distributed to a broad range of stakeholders and at the events in whichAutostrade participates during the year.

The company also publishes its Autostrade magazine, which in 2003 reached its 45th year. From its purely tech-nical origins, over the years the publication has expanded its scope and now represents a channel for the Groupto communicate its culture, strategy and know-how to a broader audience in Italy and abroad. —— In order tokeep employees constantly informed of major developments in the life of the Group, Autostrade has published ahouse organ, Autostrade Cronache, for more than 40 years.

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4 RESEARCH AND DEVELOPMENT

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During 2003 the Autostrade Group continued to devote considerable effort to its research and developmentactivities with the aim of developing new technologies and methods to improve safety, reliability and trafficcontrol throughout the network. Research projects are conducted in the fields of civil engineering, electronics andremote systems in the Group’s own laboratories: Centre for Data Acquisition and Materials Testing in FianoRomano (Rome), which concentrates mainly on developing and testing new paving materials and has receivedISO 9001 certification; the Crash Test Centre in Anagni (Frosinone), which is ISO 9001 and ISO 17025 certified;and the Prato Calenzano Laboratory (Florence), which is manly concerned with developing the Telepass systemand investigating new applications for the system (in parking, urban traffic control, ports and airports).

In the noise abatement field, Autostrade reviewed all current projects and conducted an aerial survey of about athird of the network, using GPS and laser positioning techniques to develop an acoustic map of a 250 metre-widecorridor along the motorway road-bed. Another noise abatement initiative is the SI.R.U.US Project (Silent Roadsfor Urban and extraurban USe), financed by the European Union, to control traffic noise at source with specialroad paving technologies patented by Autostrade. The project was completed and the feasibility of large-scaleimplementation of the results is now being studied.

In the area of new paving techniques, development continued of in-situ cold recycling of foamed bitumen and there-use of pulverised paving. These methods reduce the cost of the work and minimise the interruption of traffic.The key advantage is the reuse of the pulverised aggregate, which would otherwise have to be disposed of at highcost.

The successful conclusion of the EU-financed SMART STRUCTURES (Integrated Monitoring Systems for DurabilityAssessment of Concrete Structures) research project enabled Autostrade to join a new research project workingon the same issues (Saferlnet and SAMCO), again with Community funding. Another success was the COSTcorrosion study. The project findings were used to develop methods and guidelines for mapping the state ofcorrosion of existing bridges.

In the field of seismic regulations, the Order no. 3274 of 20 March 2003 issued by the Presidency of the Councilof Ministers incorporated all of the "seismic isolation" criteria developed by Autostrade per l’Italia andimplemented at more than 100 bridges along the network.

Autostrade per l’Italia also promoted the development of an innovative traffic monitoring system designed toautomatically monitor and sanction speeding violations. The project, whose primary aim is to measureaverage speeds along motorway sections, is a first at the European level and a patent application has beensubmitted. —— In the field of electronics and remote systems, the Autostrade Group's research efforts aredirected at the development of automated toll payment systems, in particular the further development of theTelepass technology. Work continued on the following projects:• Telepass 3G: the development of an on-board toll payment unit and the creation of the infrastructure for thedelivery of additional electronic services based on a Global Navigation Satellite System-Cellular Network (GNSS-CN);• OBU Multistandard TC278 - Telepass: the development of a new-generation on-board unit (OBU). The finalprototype was selected as a second source by Europpass; • OBU Ricaricabile: a new OBU compliant with the specifications of the Telepass Ricaricabile service forprepayment via a centralised credit system.

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5 HUMAN RESOURCES AND ORGANISATION

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2003 was an important year in the reinforcement of the Autostrade Group, characterised by the ProjettoMediterraneo restructuring plan, which became operational on 1 July 2003. —— The restructuring project wasdivided into two phases. The first, in the first half of the year, focused on re-engineering the Group structure and transferring functions tothe new Group companies (Autostrade per l’Italia, TowerCo, EsseDiEsse).The second, in the final six months of the year, focused on fine-tuning the operational procedures of the new Group“machine” and achieving the level of integration among Group companies envisaged in the restructuring plan.

Specifically, the second half of 2003 saw the drafting of the service contracts that govern relations between thenew Group companies and the start of work to reorganise procedures and powers necessary to ensure the effectivemanagement of intercompany relationships. —— In addition, over the course of the year a range of changes weremade in the organisational structures of the individual companies. For Autostrade per l’Italia these included:the creation of a New Works Department, which is responsible for implementing the works programme specifiedin the Agreement with ANAS; the creation of an Institutional Relations and Communication Department to supervise activities connected withexternal relations and contacts with institutions, the press and regulatory authorities; the creation of a Development Department to identify and develop new locally-based business initiatives;the unification of purchasing, management control and operational planning under the General Manager toincrease the efficiency of operations;the inclusion of technical activities relating to service areas under the aegis of the Service Areas Department toensure that service area design, construction and operation are more closely integrated with the commercialaspects of their management;the refocusing of the responsibilities of the Marketing Department on evaluating customer needs and improvingcorporate processes with an impact on customer satisfaction.

Staff rationalisation efforts were intensified further during the year, with increased staff mobility aimed atoptimising the distribution of professional skills. The year also saw the completion of the programme to insert 42young high-potential graduates in the main company areas.

2003 was a busy one for the Training Department, which implemented a number of projects supportingmanagement and organisational development processes with an impact on the various professional familieswithin the Autostrade Group. This included the conclusion of the “Evolvere” project, which involved seniorand middle management in an examination of corporate ethics and personnel policy, underscoring theimportance of values and human resources as the driving force behind the achievement of strategicobjectives. Out-door training programmes also continued. —— A number of training initiatives weredeveloped to support the organisational changes implemented at the motorway section offices, Punto Blu,toll stations, service areas and traffic and maintenance units. —— Courses were also held on the quality ofnew paving techniques and motorway safety. They were attended by the managers of the technical sector ofthe motorway section offices. —— Considerable effort went into training in customer relations, with coursesfor call centre operators and multimedia centre staff. —— Training in computerised procedures alsocontinued, with classroom and e-learning courses in the SAP system, business objects and officeautomation. —— Special courses were developed for newly hired graduates.

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ORGANISATION AND PROFESSIONAL TRAINING

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5.1

In the field of industrial relations, the following issues were at the centre of attention in 2003:• the “Progetto Mediterraneo”, the corporate restructuring project;• the sale of Autostrade Telecomunicazioni to Serenissima Infracom SpA ; • supplementary pension schemes;• calculating productivity bonuses;• negotiations on the industrial plan for 2004-2005.

As regards Progetto Mediterraneo, pursuant to Article 47 of Law 428/1990 talks began with the unions, with thepresentation of the details of the corporate reorganisation regarding the transfer of business operations fromAutostrade Concessioni e Costruzioni SpA to Autostrade per l’Italia SpA and TowerCo SpA After a series ofmeetings, two agreements were signed with the unions on 29 May 2003. They govern the transfer of personnel tothe new companies, guaranteeing no change in place of work or in the contractual terms and conditionsestablished in national and company-level collective bargaining agreements and any individual negotiations.They also ensure that the new companies will apply the national collective bargaining agreement for the motorwaysector. As regards the services function, the parties agreed that during an initial transition phase staff would beseconded from Autostrade per l’Italia to the newly-formed EsseDiEsse SpA

With regard to the disposal of Autostrade Telecomunicazioni, an agreement was reached between the nationaltrade unions and the purchaser. The terms of the agreement were in part determined by the EU Directive requiringAutostrade to preserve the resources of Autostrade Telecomunicazioni.

Contractual rules provide for the establishment of a supplementary pension scheme for personnel, requiring theparties to identify the optimal solution for the launch of the scheme. The Federreti and Fise associations, whichassist motorway companies, and the trade union began intensive discussions to implement the new pensionscheme. It was agreed to establish an independent sector fund called "ASTRI", the acronym for "autostrade,strade ed infrastrutture" (motorways, road and infrastructure). The parties then drew up the agreementestablishing the fund, the bylaws and the electoral rules, while discussions are currently under way with thePension Fund Oversight Committee for approval to launch the fund.

On 18 July 2003, negotiations were completed with the national trade union secretariats for the industry ondetermining the productivity bonus for 2002 and establishing guidelines under which the parties committed todefining objective parameters on which to base future bonuses. The bonus for 2002 was then calculated anddisbursed as a lump-sum payment.

In September, negotiations began with the trade unions to find an agreement in line with the corporate objectivesfor 2004-2005 with regard to toll collection and the reorganisation of the maintenance and traffic sector.

The national-level negotiations were not disrupted by any strike action.

INDUSTRIAL RELATIONS5.2

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STAFF AND PERSONNEL COSTS

With effect from 1 July 2003 the organisational structure of the Group underwent substantial changes. Theseinvolved the transfer from Autostrade SpA of operational activities and equity investments in motorwaycompanies to Autostrade per l'Italia and the transfer of tower management activities to TowerCo SpA, followed bythe transformation of Autostrade SpA into a holding company.

At 31 December 2003, the Autostrade SpA holding company had a permanent staff of 18; Autostrade per l'Italiahad 6,382 employees and TowerCo 6, for a total of 6,406. This represents a decrease of 2.6% with respect to theworkforce of Autostrade SpA at the end of 2002.

Specifically, the breakdown of permanent staff at 31 December 2003 is shown in the following table:

Autostrade’s average workforce in 2003 was 3,201 (an average of 3,192 for the former Autostrade SpA until30 June and an average of 9 for the new holding company from 1 July). Autostrade per l’Italia had an averageworkforce of 3,227 (calculated from 1 July on an annual basis), while TowerCo had one of 4 (again from 1July). —— The total average of 6,432 was 3.3% lower than the average workforce of Autostrade SpA for 2002.

31 December 2003Autostrade SpA 6 12 18Autostrade per l’Italia [*] 111 2,427 914 2,930 6,382TowerCo 6 6TOTAL FOR COMPONENTS OF FORMER AUTOSTRADE SpA 117 2,445 914 2,930 6,40631 December 2002Autostrade SpA 119 2,419 940 3,098 6,576Change (number) 2003/2002 -2 26 -26 -168 -170% change 2003/2002 -1.7% 1.1% -2.8% -5.4% -2.6%[*] of which 386 seconded to EsseDiEsse.

MANAGERS OFFICE STAFF WORKERS TOLL COLLECTORS TOTALPERMANENT STAFF

31 December 2003Autostrade SpA 62 1,195 463 1,481 3,201Autostrade per l’Italia 56 1,198 459 1,514 3,227TowerCo 4 4TOTAL FOR COMPONENTS OF FORMER AUTOSTRADE SpA 118 2,397 922 2,995 6,43231 December 2002Autostrade SpA 119 2,350 968 3,216 6,653Change (number) 2003/2002 -1 47 -46 -221 -221% change 2003/2002 -0.8% 2.0% -4.8% -6.9% -3.3%

MANAGERSAVERAGE WORKFACE AUTOSTRADE SpA OFFICE STAFF WORKERS TOLL COLLECTORS TOTAL

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5.3

At the end of 2003, the Group had permanent staff (including Strada dei Parchi) of 9,317, an increase of 490 onthe previous year.

The average workforce of the Autostrade Group in 2003 was 9,402, an increase of 4.1% on the previous year.

Personnel costs for Autostrade SpA amounted to €171,326 thousand in 2003; Tower Co had personnel costs (from1 July) of €241 thousand while Autostrade per l’Italia (from 1 July) had costs of €170,175 thousand. —— Totalpersonnel costs therefore came to €341,742 thousand, a decrease of 1.1% on the €345,392 thousand recordedby Autostrade SpA in 2002.

Managers 151 158 162 157 -5Office workers 3,427 3,421 3,440 3,775 335Manual workers 1,576 1,504 1,425 1,495 70TOTAL OTHER STAFF 5,154 5,083 5,027 5,427 400Toll collectors 4,147 3,918 3,800 3,890 90GRAND TOTAL 9,301 9,001 8,827 9,317 490[*] Includes staff of Strada dei Parchi SpA (553), which joined the Group on 1 January 2003.

2000

PERMANENT STAFFAUTOSTRADE GROUP - 2000/2003POSITION 2001 2002 2003 [*] CHANGE 2003/2002

Managers 165 160 -5 -3.0Office workers 3,390 3,650 260 7.7Toll collectors 3,999 4,070 71 1.8Manual workers 1,474 1,522 48 3.3TOTAL 9,028 9,402 374 4.1[*] Includes the average workface of Strada dei Parchi SpA (614), which joined the Group on 1 January 2003.

AVERAGE WORKFORCE OF THE AUTOSTRADE GROUPPOSITION 2002 2003 [*] %

CHANGE 2003/2002NUMBER

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Specifically, the change with respect to the previous year (-1.1%) was the outcome of the following combinationof factors:a decrease of 3.3% in the average workforce, which declined from 6,653 in 2002 to 6,432 in 2003, a fall of 221.The reduction was the result of the careful management of staff levels and turnover, and was achieved in spiteof the hiring of highly skilled professional staff and young graduates, together with less reliance on part-timeworkers and fixed-term contracts;an increase of 2.2% in the average unit cost of labour, which rose from €51.9 thousand in 2002 to €53.1 thou-sand in 2003. The increase was the net result of:• wage rises agreed as part of the national labour contract, which increased the basic compensation packageand provided for a one-off payment;• increased payments resulting from the agreement for productivity bonuses, the effects of the automatic senio-rity increases and several other minor variables;• a reduction in overtime hours from 645,251 to 598,745, a decrease of 46,506 hours.

At the Group level, personnel costs came to €492,180 thousand (+6% on 2002, including €29,366 thousand forStrada dei Parchi) as the net result of an increase of 4.1% in the average workforce (including an average of 614staff at Strada dei Parchi) and an increase of 1.9% in average unit labour costs.

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6 FINANCIAL POSITION ANDRESULTS OF OPERATIONS

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KEY FIGURES OF THE CONSOLIDATED PROFIT ANDLOSS ACCOUNT, BALANCE SHEET AND CASH FLOW

The results of the Company at 31 December 2003 are affected by the completion of significant strategictransactions undertaken in 2003. —— As a consequence of the Public Purchase Offer (PPO) for AutostradeConcessioni e Costruzioni Autostrade SpA, this company was merged into NewCo28 on 22 September. —— Sincesuch date, NewCo28 took the name of Autostrade SpA and the shares of the newly-formed company were admittedto listing on the MIB 30. —— As a result of the implementation of the Progetto Mediterraneo from 1 July themerged Autostrade SpA is a listed holding company and has transferred its operating activities (operations andmotorway investments) to other wholly-owned companies. —— For ease of reading of the results for the year 2003,it should be considered that:• the transactions of the merged company are accounted for in the financial statements of the merging companyfrom 1 January 2003, also for tax purposes;• as intra-Group extraordinary transactions are not to be included in the consolidated financial statements, theaccounting effects of the contribution in kind have been reversed.

For ease of comparison, and considering that subsequent to the corporate restructuring the group has notchanged its business, the 2003 results have been compared with the consolidated results of the precedingAutostrade Group for the year 2002. The 2003 results have been adjusted to take into account the effects ofthecorporate restructuring and the 2002 extraordinary items for the disposal of the equity investment in BluS.p.A..

In 2003 consolidated “Revenues” amounted to €2,569.8 million, a rise of €212.9 million (+9.0%) as comparedto 2002 (€2,356.8 million). Operations by Strada dei Parchi of the A24/A25 motorways from 1 January 2003contributed €84.9 million to this caption. —— The increase of “Revenues” was mainly due to “Net revenuesfrom tolls” (€2,329.1 million), an increase of €195.6 million (+9.2%) resulting as well from greater traffic overthe entire network (+2.8%), as well as from higher tolls from 1 January 2003 (1.52% from the main concession-holder, now Autostrade per l’Italia SpA), and revenues from tolls of Strada dei Parchi (€83.1 million). —— “Otherrevenues from sales and services” amounting to €229.1 million increase by €18.0 million (+8.5%) from 2002(€211.1 million). The increase results from the balance of: • the increase (+€14.3 million) in: revenues from service areas sub-concessions, directly-related income fromViacard and Telepass (+€9.5 million), works for infrastructures carried out on behalf of third parties (+€5.4million) and revenues from concessions currently held (+€3.3 million); • the decrease in revenues from sale of transmission capacity (-€29.1 million in 2002) following the exclusion ofAutostrade Telecomunicazioni from the consolidation area after the company was sold to third parties.“Other income and revenues”, amounting to €11.6 million, decreased by €0.6 million (€12.2 million in 2002).

“Change in contract work in progress” amounts to €1.5 million against €2.2 million for the comparative periodin 2002.

“Value of core production” (€2,571.3 million) rose by €212.3 million (+9.0%) on 2002 (€2,359.0 million).Strada dei Parchi contributed positively for a total of €84.9 million to this caption; the exclusion of AutostradeTelecomunicazioni contributed a total of €37.0 million to the variation.

“External costs of production”, totalling €464.1 million (€414.9 million in 2002) in 2003, rose by €49.2 million.This rise is mainly due to the increased outsourcing of specialist professional services by Pavimental and fieldtests made by Spea both relating to higher maintenance costs, to the extra costs incurred by Europpass (+€14.3million) and Strada dei Parchi (+€15.5 million). Additionally, the costs incurred by Autostrade Telecomunicazionicontributed to the value of 2002 for €7.4 million. —— “Other costs and net gains/losses on disposal of assets”amounting to €28.5 million rose by €13.6 million on 2002. In 2003 the change in applicable tax rules for thededuction of the costs relating to the transformation of Autostrade into a holding company impacted negativelyon this line item.

6.1.1CONSOLIDATED PROFIT AND LOSSACCOUNT OVERVIEW

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6.1

“Added value” of €2,078.7 million (€1,929.2 million in 2002)accounts for 80.8% of “Value of Production” (81.8%in the comparable period of 2002). The increase of €149.6 million, +7.8% over “Value of Production”, is due togreater operating costs, as commented on above. Strada dei Parchi contributed positively for €69.1 million, whilethe inclusion of Europpass, which is in its start-up phase, and the sale of Autostrade Telecomunicazioni impactednegatively by €16.6 million and €31.1 million, respectively.

“Net personnel costs” (€481.4 million) rose by €24.0 million (+5.2%) compared with the first months of 2002(€457.4 million). The increase is due to the activation of the concession of the A/24 and A/25 motorways by Stradadei Parchi (€29.2 million) and to the start-up activities of Europpass (€2.1 million), with an increase of 666employees on average for the Group. In 2002 Autostrade Telecomunicazioni had added €1.7 million and 27employees on average. The Group average staff number rose by 374 workers (+4.1%), mainly as a result of theabove described additions and decreases in the number of personnel in the other group companies.

“Gross operating margin” (Ebitda) (€1,597.4 million) increased by €125.6 million (+8.5%) over the comparableperiod of the previous year (€1,471.8 million). Strada dei Parchi contributed positively €40.0 million to thisaggregate, while the start-up activitiesof the business of Europpass give negative contribution for €18.7 millionand the sale of Autostrade Telecomunicazioni decreased it by €29.4 million. —— As a result, the ratio of “Grossoperating margin” to “Value of production”, accounting for 62.1%, is slightly lower than the ratio of 2002(62.4%). —— Total “Amortisation, depreciation and provisions” grew by €41.4 million (€711.8 million in 2003as against €670.4 million in 2002). This rise is mainly due to a greater need for provisioning and to higheramortisation/depreciation for the period. —— “Amortisation/depreciation” for the year (€536.4 million)increased by €8.3 million (+1.6%) from 2002 owing to the acquisition by Strada dei Parchi of the assets of theA24 and A25 motorways received in concession (€30.1 million). —— This caption mainly relates to “Financialand industrial depreciation of assets to be relinquished” (€214.0 million) and to the amortisation of the goodwillarising on consolidation (€260.7 million), which was calculated on an amortisation period of 15 years (within 31December 2017). Amortisation for the year 2003 was calculated from 28 February 2003, date of acquisition of themerged Autostrade. —— It should be noted that the 2003 and 2002 figures (2002 figures being included forconsistency) include the amortisation/depreciation (€265.5 million) arising from the merger. —— “Otheradjustments”, amounting to €19.6 million, essentially refer to the risk of uncollectibility of receivables from tollsunpaid. —— The “provisions for liabilities and charges” (€155.8 million) relate to:• the “provision for costs of restoration and replacement” (net of utilization) of assets to be relinquished (€130.4million). The amount relates primarily to the costs under the agreement made with the main concession-holderand additional provisions set aside for planned maintenance;• the provision for sundry litigation (€25.4 million), covers the risks associated with disputes with third parties;essentially related to projects entrusted to contractors.

“Operating profit” (Ebit), amounting to €885.5 million (€801.4 million in 2002), rose by €84.1 million, anincrease of 10.5% over the comparable adjusted 2002 period. Strada dei Parchi contributed €27.2 million, whileEuroppass and the exclusion of Autostrade Telecomunicazioni from the area of consolidation reduced the total by€23.2 million and €22.3 million respectively. —— The “operating profit” represents 34.4% of “Value ofproduction”, shows an increase from 2002 (34.0%).

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The negative balance of “Financial income and charges” (€379.1 million) increases by €35.4 million from 2002(€343.7 million), mainly as a result of the rise in average indebtness, attributable to the acquisition by Stradadei Parchi SpA of the concession of the A24 and A25 motorways (+€48.0 million). —— The 2002 adjusted figure(+€296.0 million) is affected by the financial charges arising from the PPO for the equity investment inAutostrade.

“Capitalised financial charges” amounting to €6.0 million are in line with the figures for 2002.

“Value adjustments to financial assets/sale of equity investments” amounting to €21.8 million mainly includecapital gains from the sale of the equity investments in Autostrade concessioni e costruzioni (€23.4 million) byAutostrade SpA (which then was NewCo28). —— The adjustments to 2002 figures (+€127.5 million) neutralizethe effects of the write-down of the equity interest held in BLU SpA and contribute to the final capital gains fromthe sale of the equity investments in Autostrade.

“Extraordinary income and charges” has a negative balance of only €2.8 million (-€15.0 million in 2002), animprovement from the previous year mainly resulting from the capital gain from the sale of real estate properties(€5.5 million) and, at consolidation level, gains from the disposal of Autostrade Telecomunicazioni (€8.5 million).

“Profit (loss) before taxes” (€531.5 million) increased by €59.5 million.

“Income taxes for the year”, amounting to €305.9 million, rose by €6.0 million (+2.0%). This increase reflectsboth the decrease of the IRPEG tax rate from 36% to 34% (€45.9 million) and the positive tax effects derivingfrom the contribution in kind. This has brought a decrease in income taxes for the year (€37.6 million) due to thebalance between:• lower income taxes (€83.5 million) for Autostrade per l’Italia for tax deductible goodwill amortisation;• the accounting for the portion attributable to the year 2003 of the substitute tax on the gain from thecontribution in kind,recorded under sundry receivables for deferred tax assets and reversed to the profit and lossaccount as tax effect for the year on the elimination of the above said intra-group transaction for consolidationpurposes.

The total amount of 2002 income taxes was adjusted to take account of the effect of the 2003 extraordinarycorporate restructuring operations on taxes for the year.

“Net loss for the year attributable to minority interests”, amounting to €7.0 million, grew by €2.9 million. Thisrise results from the loss for the year attributable to Traforo del Monte Bianco and Strada dei Parchi.

“Net profit for the year”, totalling €225.6 million, rose by €53.5 million (€172.1 million in 2002) mainly due tooperational improvements results which have been partially offset by an increased indebtedness.

“Net consolidated profit for the period 1 March – 31 December” amounted to €156.8 million, excluding theresult for the first two months of 2003 asthe equity interest held in Autostrade concessioni e costruzioni waspurchased by NewCo28 on 28 February 2003 on conclusion of the PPO.

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REVENUES Net revenues from tolls 2,329,104 2,133,530 195,574 9.2% 90.6% 90.4%Other revenues from sales and services 229,069 211,115 17,954 8.5% 8.9% 8.9%Other revenues and income 11,607 12,193 -586 -4.8% 0.5% 0.5%TOTAL REVENUES 2,569,780 2,356,838 212,942 9.0% 99.9% 99.9%Change in contract work in progress 1,538 2,166 -628 -29.0% 0.1% 0.1%VALUE OF “NORMAL” PRODUCTION 2,571,318 2,359,004 212,314 9.0% 100.0% 100.0%External costs of production [1] [2] -464,102 -414,887 -49,215 11.9% 18.0% 17.6%Other costs and net of gains/losses fromdisposal of assets -28,471 -14,939 -13,532 90.6% 1.1% 0.6%ADDED VALUE 2,078,745 1,929,178 149,567 7.8% 80.8% 81.8%Net personal costs [1] [2] -481,392 -457,386 -24,006 5.2% 18.7% 19.4%GROSS OPERATING MARGIN (Ebitda) 1,597,353 1,471,792 125,561 8.5% 62.1% 62.4%Amortisation and depreciation -536,398 -528,088 -8,310 1.6% 20.9% 22.4%Other adjustments -19,616 -15,710 -3,906 24.9% 0.8% 0.7%Provisions for liabilities and charges -155,789 -126,566 -29,223 23.1% 6.1% 5.4%OPERATING PROFIT (Ebit) 885,550 801,428 84,122 10.5% 34.4% 34.0%Financial income and (charges) -379,095 -343,692 -35,403 10.3% 14.7% 14.6%Capitalised financial charges 6,009 5,882 127 2.2% 0.2% 0.2%Value adjustments to financial assets/sale ofequity investments 21,848 23,294 -1,446 -6.2% 0.8% 1.0%PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAXES 534,312 486,912 47,400 9.7% 20.8% 20.6%Extraordinary income and (charges) -2,835 -14,969 12,134 -81.1% 0.1% 0.6%PROFIT/(LOSS) BEFORE TAXES 531,477 471,943 59,534 12.6% 20.7% 20.0%Income taxes for the year -305,890 -299,862 -6,028 2.0% 11.9% 12.7%NET PROFIT FOR THE YEAR INCLUDING MINORITY INTERESTS 225,587 172,081 53,506 31.1% 8.8% 7.3%[+] Minority interests 7,036 4,166 2,870 68.9% 0.3% 0.2%GROUP NET PROFIT 232,623 176,247 56,376 32.0% 9.0% 7.5%Pre-merger net profit for the period (January/February 2003) -75,863 3.0%NET PROFIT FOR THE PERIOD 1 Mar - 31 Dec (attributable to the Parent Company) 156,760 6.1% [1] Net of costs recovered.

ANALYSIS OF CONSOLIDATED PROFIT AND LOSS ACCOUNT (in thousands of euros)

2003 2002 ADJUSTED

%

CHANGES 2003/2002ADJUSTEDVALUE 2002

ADJUSTED

% ON PRODUCTION2003

[2] Net of capitalised amounts.

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“Non-current assets”, net of related provisions and the amortisation/depreciation charge for the year 2003,amounted to €11,570.3 million. —— “Intangible assets”, totalling €4,676.2 million, essentially include goodwillarising from consolidation amounting to €4,379.9 million. The latter amount is net of the amortisation charge forthe year of €260.7 million. —— “Tangible assets”, amounting to €6,417.6 million, mainly encompass “assets tobe relinquished” (€5,575.5 million). This caption also includes assets under construction, mainly “motorwaysunder construction” (€722.0 million). —— The net effect of the acquisition by Strada dei Parchi SpA of the con-cession of the A/24 and A/25 motorways, included under Assets to Be Relinquished, amounted to €779.9 million.

—— “Financial assets”, totalling €476.4 million, are mainly composed of equity investments in other companies(€373.5 million), of which €252.3 million relates to the equity investment (4.98%) in Abertis (Spanish motorwayconcession-holder), €43.0 million relates to the equity investment in Autobrennero (5.51%) and €18.7 million inAutovie Venete (4.29%).

The negative balance of “Working capital” (-€311.1 million) essentially results from the group’s type of busi-ness, where the payment for the purchase of assets and services is usually deferred, and the services byAutostrade are settled mostly in cash or in a very short-time. —— The amount of -€311.1 million is the balanceof: • “Trade accounts receivable” (€545.6 million) essentially referring to deferred toll operations and includingaccounts receivable from customers to be collected from other connected motorway companies operating in Italy;• “Other assets” (€1,578.8 million), mainly including “deferred tax assets” (€1,447.2 million), resulting fromthe substitute tax on the statutory gain recorded by Autostrade in the aftermatch of the contribution in kind, netof the relevant portion for the year reversed. This transaction will generate tax benefits for the Group in relationto the deductibility of goodwill amortisation accounted for by a subsidiary, “Autostrade per l’Italia”;• “Trade accounts payable” (€522.7 million), mainly referring to accounts payable to “suppliers” (€433.8 mil-lion) and “payables for advances received from customers” (€83.0 million); • “Provisions for liabilities and charges” (€92.2 million), essentially referring to liabilities connected with on-going litigation;• “Other liabilities” (€1,956.9 million), which are composed of (1) “taxes payable” amounting to €1,361.0 mil-lion (of which €1,074.0 million is for the substitute tax arising from the contribution in kind); (2) “sundry accountspayable” of €516.5 million, which essentially encompass accounts payable to other motorway companies withinterconnected highway assets and other payables related to toll receipt operations; (3) “accrued liabilities anddeferred income” totalling €79.4 million.

Total “provisions for medium and long-term liabilities and charges” (€1,367.9 million) in addition to the provi-sion for “Employee Termination Indemnity” (€190.6 million) and other provisions (€9.3 million) essentially inclu-de the “Provision for costs of restoration and replacement of assets to be relinquished” (€1,168.1 million).

“Invested Capital”, less current liabilities and the provisions for medium and long-term liabilities, amounted to€9,891.3 million.

“Net equity of the Parent Company and minority interests” amounts to €1,572.7 million and accounts for15.9% of Invested Capital. —— “Net equity – Parent Company”, amounting to €1,177.2 million (11.9% ofInvested Capital), is inclusive of the net profit for the period 1 March – 31 December that amounted to €156.8million.

“Net financial debt” (€8,318.6 million) accounts for 84.1% of “Invested Capital”. —— “Medium and long-termdebt” equals €8,703.6 million. The figure is composed of debt attributable to the parent company (€6,500.0 mil-lion), Autostrade per l’Italia (€1,059.9 million), Strada dei Parchi (€753.8 million, of which €737.9 is payable toAnas) and other subsidiaries (€389.9 million). It should be noted that Autostrade’s debt relates to the loan of€6,500 million functional for the re-organisation of the Group, and granted by a pool of banks.

6.1.2BALANCE SHEET OVERVIEW

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Medium and long-term debt, as commented on above, includes financing and loans of €616.3 million (ofwhich €522.3 million to Autostrade per l’Italia) that ANAS will directly repay by drawing on the provisionsenvisaged in the relevant laws (Law 662/96 and Law 345/97). —— Said debt is inclusive of the payables tothe Central Guarantee Fund for €123.4 million. —— “Net short-term debt” shows a positive balance of€385.0 million. —— It is worth noting that:• “cash and cash equivalents and short-term credits” (€1,109.6 million) include pledged deposits of €900.0 mil-lion for financing related to government grants (Law 662/96 and Law 345/97) for works to be carried out;• “short-term debt” (€724.6 million) includes accounts payable to Anas (€292.6 million) relating mostly to pay-ments made by Anas of loan instalment on behalf of Autostrade per l’Italia and Autostrada Torino-Savona forfinancing works envisaged in their respective Agreements which are still to be carried out.

A. NON-CURRENT ASSETS Intangible assets 4,676,203Tangible assets 6,417,641Financial assets 476,445 11,570,289B. WORKING CAPITAL Inventories 136,242Trade accounts receivable 545,615Other assets 1,578,815Trade accounts payable -522,711Provisions for liabilities and charges -92,203Other liabilities -1,956,864 -311,106

C. INVESTED CAPITAL, LESS CURRENT LIABILITIES [A+B] 11,259,183

D. PROVISIONS FOR MEDIUM AND LONG-TERM LIABILITIES AND CHARGES • Provision for employee termination indemnity 190,566• Provision for costs of restoration and replacement of assets to be relinquished 1,168,054• Other medium and long-term provisions 9,272 1,367,892

E. INVESTED CAPITAL, LESS CURRENT LIABILITIES AND PROVISIONS FOR MEDIUM TO LONG-TERM LIABILITIES AND CHARGES [C-D] 9,891,291 Covered by:

F. NET EQUITY Parent Company 1,177,222Minority interests 395,470 1,572,692

G. MEDIUM AND LONG-TERM DEBT 8,703,604

H. NET SHORT-TERM DEBT (CLOSING NET LIQUIDITY) • Short-term debt 724,573• Cash and cash equivalents and short-term credits -1,109,578 -385,005

TOTAL NET FINANCIAL DEBT [G+H] 8,318,599

I. TOTALE AS IN “E” [F+G+H] 9,891,291

ANALYSIS OF CONSOLIDATED BALANCE SHEET (in thousands of euros) 31-Dec-2003

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The Group’s total net financial debt amounts to €8,318.6 million. —— In terms of maturity, the debt can bebroken down into medium and long-term debt of €8,730.6 million, short-term debt of €724.6 million, and cashand cash equivalents and financial short-term receivables of €1,109.6 million. —— In respect of the types ofinterest applied, 70.1% of medium and long-term debt (excluding loans taken out for the implementation ofgrants as per Law 662/1996 and Law 345/97) is subject to a fixed rate of interest, also considering the hedgingtransactions undertaken, while 22.2% is subject to a floating rate and the remaining 7.7%, consisting of theliability to the “Central Guarantee Fund for motorways and metropolitan railways”, is interest-free. —— As far asfinancial transactions are concerned, in addition to the “Second Stage Senior Secured Long-Term Facilities”(“LTF2”), of which €6,500 million was drawn down, attention is drawn to the fact that (1) Dexia Crediop paid€148.1 million as per the loan agreement signed on 11 April 2002 for the implementation of the grants under Law135/97, as amended by Law 345/97, (2) the opening by Società Italiana per il Traforo del Monte Bianco of newloans to consolidate a short-term debt of €70.5 million, (3) the opening of Autostrade Participations SA of newloans of €52 million to cover similar loans paid to the investee Midland Expressway Limited and (4) the openingby Strada dei Parchi, which was consolidated from 1 January 2003, of new loans amounting to €777.7 million (ofwhich €748.9 relate to the consideration to pay to ANAS for the concession in annual instalments over the entirelife of the concession). —— An analysis of the consolidated cash flow statement reveals that cash flow from/foroperating activities, amounting to €953.2 million, mainly relates to self-financing (€971.0 million). —— Cashflow from/for investing activities, amounting to €7,853.8 million, represents the total investments made duringthe year of €8,330,384 million (of which €6,515,668 million relateing to the investment made to purchase theAutostrade Group). Investments in tangible assets include the cost of the concession of the motorways A24 andA25 (€803.5 million) incurred by Strada dei Parchi. —— Cash flow from/for financing activities, amounting to€7,587.6 million, represents the balance of the above-mentioned new loans (€7,918.2 million), plus capitalgrants received for the period, the repayments of loan instalments falling due during the period, and contributionsfrom minority shareholders. —— Overall, the cash required to cover investment (€7,853.8 million) was mostlyprovided from financing cash flow (€7,587.6 million). —— At 31 December 2003, closing net liquidity was €385.0million, an increase of €510.3 million over 31 December 2002, which reflected net short-term debt deriving fromthe purchase of the Autostrade Group by former NewCo28 SpA. Closing net liquidity is composed of accountsreceivable and payable from and to banks, unconsolidated subsidiaries and associated companies, governmentand private bonds, sell and repurchase agreements, cash in hand, and cash and notes in transit. ——Specifically, short-term debt, which totalled €724.6 million, derives from draw downs on short-term lines of creditin the form of overdraft facilities, “hot money” transactions (€322.2 million), accounts payable to unconsolidatedsubsidiaries and associated companies (€53.9 million), amounts owing to other lenders (€55.9 million) andaccounts payable to ANAS (€292.6 million). —— Short-term liquidity and financial short-term receivables,amounting to €1,109.6 million, primarily consist of cash and cash equivalents totalling €1,054.9 million,securities and bonds amounting to €28.6 million (RAV only) and current accounts with unconsolidatedsubsidiaries and other financial accounts receivable totalling €26.0 million. It is to be noted that short-termliquidity includes €900.0 million in pledged term deposits linked to the loan agreement implementing the grantsunder Law 662 of 23 December 1996 and Law 345 of 2 October 1997.

6.1.3 CONSOLIDATED CASH FLOW ANALYSIS

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The Group’s average cost of funds was approximately 5.0%, unchanged from the prior year. —— Finally, the debtratio (debt to equity) stood at 5.28 at 31 December 2003.

The important extraordinary transactions and corporate restructuring completed in 2003 have increasedsignificantly the share price. Thanks to these transactions the Group has aligned itself with the financial,operational, income and stock exchange profile of the listed European peers. The Autostrade stock has risen by75% since the PPO was announced in November 2002 and until the end of 2003.

As a result of these transactions, the Group net financial debt at 31 December 2003 amounted to €8,319 million,corresponding to 5.2 times the EBITDA for the year, in line with the average of the main listed European operators.

Group medium and long-term debt amounted to €8,704 million at the end of 2003. Of medium and long-term debtto banks, €6,500 million relate to draw downs on the lines of credit denominated “Second Stage Senior SecuredLong-Term Facilities” (“LTF2”) made available to Autostrade S.p.A. by the Lending Banks, which previously inSeptember 2003 had already granted Autostrade per l’Italia the loans denominated “First Stage Senior SecuredLong-Term Facilities” (“LTF1”). Among these banks were Mediobanca – Banca di Credito Finanziario SpA,Barclays Capital, Caixa d’Estalvis I Pensions de Barcelona, Credit Lyonnais SA Goldman Sachs International andUnicredit Banca Mobiliare SpA (the “Lending Banks”).

As pointed out earlier, Autostrade has utilized part of the proceeds of the LTF2 to purchase the receivable of€6,500 million held by the Lending Banks towards Autostrade per l’Italia deriving from the draw downs on LTF1,thus becoming a creditor of its own subsidiary.

LTF2 are arranged in three tranches: (1) the Second Stage Senior Secured Long-Term Bank Facility (“BankFacility2”) of approximately €1,905 million, maturing on 30 June 2012, already issued, (2) the Second StageSenior Secured Long-Term Capital Markets Facility (“CM Facility2”) of approximately €4,595 million, maturing on31 December 2014, already issued, and (3) the Second Stage Senior Secured Long-Term Capex Facility (“CapexFacility2”), of €1,500 million, maturing on 30 June 2012, not yet utilzed. These facilities may be used to coverfuture financial needs of the company and the investment plan of the subsidiaries.

30 Jun 2007 5.299% € 101 million31 Dec 2007 5.299% € 101 million30 Jun 2008 5.299% € 101 million31 Dec 2008 5.299% € 101 million30 Jun 2009 5.299% € 101 million31 Dec 2009 5.299% € 101 million30 Jun 2010 10.598% € 202 million31 Dec 2010 10.598% € 202 million30 Jun 2011 15.897% € 303 million31 Dec 2011 015.897% € 303 million30 Jun 2012 0015.216% € 290 millionTOTAL 100.00% € 1,905 million

MATURITY(Amounts in millions of euros)

REPAYMENT RATE

INSTALMENTREPAYMENT

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The repayment plan for the Bank Facility2 starts from 2007 according to the following schedule:The repayment plan for the CM Facility2 starts from 2012 according to the following schedule:

The Capex Facility2, which has not yet been used, will have the same repayment schedule as the Bank Facility2.

The terms and conditions of the LTF2 are in line with those normally applied by the market to similar transactions,and are the same applied to Autostrade per l’Italia in connection with the LTF1, as described in the ListingProspectus of Newco28 SpA filed with Consob on 17 September 2003.

The interest rate currently applied to the amount issued on the LTF2 is the Euribor rate plus a spread of 1.35%.The margin applied from time to time is determined according to the rating of Autostrade and the residualfinancing period.

According to the LTF2, there is an obligation to meet certain financial indexes to be determined, on a quarterlybasis, on the Group consolidated results of the prior 12 months, and specifically on:• a minimum ratio of EBITDA (net of taxes paid) to the sum of net financial charges and repayment of capital asscheduled over the period of 1.2x until 2006 included and of 1.1x thereafter; at the end of 2003 this index was2.7x;• a minimum ratio of EBITDA (net of taxes paid and net financial charges) to a net financial debt of 6.5%; at theend 2003 this index was 11.3%;• a minimum shareholders’ equity of Autostrade S.p.A. of €500 million; at the end of 2003 the shareholders’equity of Autostrade SpA amounted to €6,248.9 million.

In the case of failure to comply with the contractual obligations regarding the above described financial indexesthe Lending Banks will consider the time limit in favour of the debtor for the repayment of the LTF2 as havingexpired.

As indicated above, in 2003 these financial indexes have been widely complied with.

International rating agencies S&P and Moody’s have rated LTF2 with A and A3, respectively. Ratings take intoaccount of the overall present financial structure of the Group and of all of the Group’s future investmentcommitments as provided for in the applicable agreements and in the IV Addendum with ANAS which is underapproval.

Ratings reflect the stability of the motorway business, the visibility of cash-flows, and the management skills andknow-how of the Company, gained over almost 50 years of experience in the business in Italy and abroad, as wellas the prominent presence of the company in Italy, where it operates about 61% of the national toll paymentmotorway network.

30 Jun 2012 5.341% € 245 million31 Dec 2012 18.932% € 870 million30 Jun 2013 18.932% € 870 million31 Dec 2013 18.932% € 870 million30 Jun 2014 18.932% € 870 million31 Dec 2014 18.931% € 870 millionTOTAL 100.00% € 4,595 million

MATURITY(Amounts in millions of euros)

REPAYMENT RATE

INSTALMENTREPAYMENT

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The rise in traffic over the Group network is constantly above the rate of increase of Italy’s GDP, also and especiallyover the last few years, when the domestic economic growth has been marked by a slow-down. The capillarynation-wide extension of the Group network contributes to stable traffic flows, as do the maturity of the motorwaybusiness in Italy, and the absolute predominance of road transport for both goods and people over other meansof transport, also due to the orographic features of the Italian territory.

The stability of the business and its main indicators is fostered by (i) the regulatory framework for the motorwaybusiness: laws, interdepartmental decrees and resolutions of CIPE (Interdepartmental committee for economicplanning) and above all the agreements in place between concession-operators and ANAS, which establish theregulatory system applicable to motorway concession-operators, and (ii) the annual toll increase over the entirelife of the concession based on the parameters set by the price-cap formula.

The total existing loans (€8.6 billion of net debt at the end of 2003) and the Group’s future investment plans(totalling €9.4 billion, net of grants, according to the agreements in force and the IV Addendum which is underapproval) take into consideration the self-financing capacity of the Group (€937 million in the 2003 cash flow1),as well as the fact that the main concession of the Group, held by Autostrade per l’Italia, expires in 2038.

Account should also be taken of an additional form of self-financing, typical of the motorway businessrepresentedby the net working capital. It has an impact on the Group cash flow from operations, as creditor days for tradereceivables (approx. 30 days) are lower than debtor days for purchases of products and services from thirdparties, including construction works (more than 100 days).

It is underlined that the above mentioned LTF2principal call for scheduled repayment only from June 2007.However no sizeable amounts are to be repaid until 2010, when the Group’s investment plan is expected to becompleted and the entire self-financing will be largely available to decrease indebtedness.

With regard to the risk of an increase in the fluctuations of interest rates, at 31 December 2003 the Company hasentered into long-term interest rate swaps, determining a fixed-rate interest coverage of the Group financial debtof overall about 79%.

Thanks to the continued and demonstrated financial soundness of the Group, Autostrade can timely and duly meetits scheduled financial obligations and find additional financial resources that may be necessary to support itsinvestment plans at the best market conditions and within the terms most suitable to the company.

According to the LTF2 credit facilities, the amounts issued may be repaid in part or as a whole at any time, alsothrough bonds and debentures issued in the financial market, which at the moment is offering better terms andconditions than those contracted with banks, both in terms of cost and duration.

The Company has started a study to set the terms and conditions for implementing a new plan for the issue ofmedium-term bonds and debentures, which when adopted, would allow the Company to timely seize any possibleopportunity in the financial market. The Company would also be able to “institutionalise” the Group’s access tothe international financial market and to a broader investor base, extending the average duration of existing loansand financings and using the greater flexibility provided by these instruments. Under such programme, theCompany will timely, duly and continuously inform the market of each issuance.

1 Determinated as net profit for the year plus amortisation, depreciation and provisions made.

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A. OPENING NET LIQUIDITY (OPENING SHORT-TERM DEBT) • Parent Company [1] 5,002• Purchase of the Autostrade Group -130,262 -125,260B. CASH FLOW FROM/FOR OPERATING ACTIVITIES Net profit (loss) for the year attributable to the Parent Company 156,760Change in minority interests -5,065Amortisation and depreciation 536,398Change in provisions for medium and long-term liabilities and charges 157,092(Gains) Losses on disposal of assets -22,857(Revaluations) write-downs of assets 1,651Changes in working capital 129,248 953,227C. CASH FLOW FROM/FOR INVESTING ACTIVITIES Invesments in non-current assets: • intangible assets -207,735• tangible assets -1.467,489• financial assets -109,492Investment for the acquisition ot the Autostrade Group -6.515,668Sales proceeds or reimbursement value of non-current assets 446,625 -7.853,759D. CASH FLOW FROM/FOR FINANCING ACTIVITIES New financing 7.918,241Shareholders’ grants 90,593Capital grants 52,780Loan repayments -474,055Net equity repayments -2 7,587,557

E. DIVIDENDS PAID -176,760

F. CASH FLOW FOR THE YEAR [B+C+D+E] 510,265

G. CLOSING NET LIQUIDITY [A+F] (CLOSING NET SHORT-TERM DEBT) 385,005[1] As the conditions for preparing the consolidated accounts of Autostrade SpA (formerly NewCo28) at 31 December 2002 were not met, Opening Net Liquidity is that reported in the statutory accounts of the former NewCo28 at 31 December 2002.

CONSOLIDATED CASH FLOW (in thousands of euros) 2003

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KEY FIGURES OF AUTOSTRADE SpA PROFIT AND LOSS ACCOUNT,BALANCE SHEET AND CASH FLOW

The results of the Company at 31 December 2003 are affected by the completion of significant strategictransactions undertaken in 2003. —— As a consequence of the Public Purchase Offer (PPO) for AutostradeConcessioni e Costruzioni Autostrade SpA, this company was merged into NewCo28 on 22 September. —— Sincesuch date, NewCo28 took the name of Autostrade SpA and the shares of the newly-formed company were admittedto listing on the MIB 30. —— As a result of the implementation of the Progetto Mediterraneo from 1 July themerged Autostrade SpA is a listed holding company and has transferred its operating activities branches(operations and motorway investments) to other wholly-owned companies. —— For ease of reading of the resultsfor the year 2003, it should be considered that:• the transactions of the merged company are accounted for in the financial statements of the merging companyfrom 1 January 2003, also for tax purposes;• the results for the year 2003 of the Company therefore include the operating activities of the merged Autostradein the first six months of 2003 and the considerable gain achieved from the intra-group contribution in kind;• the figures reported for the previous year are in form and content those representing the economic and financialposition of Newco28 SpA.

In 2003 “Revenues” amounted to €1,051.6 million. 957.6 million relate to “Net revenues from tolls”, €88.9million relate to “Other revenues from sales and services”, and €5.1 million relate to “Other income andrevenues”. Most of these revenues relate to the merged Autostrade SpA during the first six months of 2003.“Other revenues from sales and services” mainly relate to:• “Revenues from service areas sub-concessions” for €34.8 million;• “Revenues from deferred payment toll operations” for €30.5 million.

“External costs of production” (net of costs recovered) amount to €205.5 million, which accounts for 19.5% ofrevenues and mainly includes the costs incurred for maintaining and operating the motorway network.

“Other costs and net gains/losses” amount to €15.6 million and represent 1.5% of “Revenues”.

As a result of these figures, “Added Value” amounts to €830.6 million and represents 79.0% of “Revenues”.

“Net personnel costs” (€166.6 million) mainly consist of personnel costs less capitalised costs of techniciansof €2.6 million. —— Following the contribution in kind of the operating activities to Autostrade per l’Italia, thecost for the period reflects the average workforce during 2003 of the merged company which was 3,201employees (17 at year-end).

“Gross operating margin” (Ebitda) amounts to €664.0 million and represents 63.1% of “Total revenues”.

“Amortisation and depreciation” for the year (€110 million) includes €5.5 million of “Amortisation of intangibleassets”. —— “Depreciation of tangible assets”, amounting to €104.5 million, mainly consists of industrial andfinancial depreciation for the first six months of assets to be relinquished (€87.7 million), subsequentlytransferred in the context of the contribution in kind, this net amount was later transferred applying the sameaccounting policies.

6.2.1PROFIT AND LOSSACCOUNT OVERVIEW

6.2

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“Other adjustments”, amounting to €6.6 million, relate to the write-down of the trade accounts receivable fortolls, included under current assets, which were later transferred in the context of the contribution in kind toAutostrade per l’Italia.

“Provisions for liabilities and charges” (€57.1 million) relate to the provision (less the amount used) for "costsof restoration and replacement" of assets to be relinquished. The total amount is mainly due to the charges fromthe obligations under the agreement to which Autostrade per l’Italia is now a party, and to the additional provisionfor scheduled maintenance in the first six months of the year.

“Operating profit” (Ebit) amounts to €490.3 million and represents 46.6% of “Total revenues”.

The negative balance between “Financial income and charges” (€162.1 million) stems from the relevant effectof charges on the loan raised by the Company to finance the PPO. —— On 22 September, contestually to themerger of Autostrade SpA, the Company fully reimbursed the loan raised for the PPO by utilizing the sharepremium reserve partially distributed by Autostrade per l’Italia which resulted as a consequence of thecontribution in kind.

“Value adjustments to financing activities/sale of equity investments” amount to €24.2 million and mainlyinclude the gain from the sale of the equity investments of Autostrade SpA (formerly NewCo28) in AutostradeConcessioni e Costruzioni Autostrade SpA before the merger (€23.1 million).

“Extraordinary income and charges” present a positive net balance of €6,347.3 million, mainly as a result ofthe capital gain from the contribution in kind of the motorway business to the subsidiary Autostrade per l’Italia(€6,327.4 million). From an accounting point of view, the capital gain from contribution in kind reflects theadjustment to the carrying value of the motorway concession operations (made for the purposes of thecontribution) to the Group’s value at the time of privatisation (end of 1999). The value of the contribution in kindrepresents a lower limit to the market price of the shares, and is significantly below the value determined by thecourt-appointed independent appraisal. Extraordinary income and charges also include the gain from the sale ofthe equity investment in Autostrade Telecomunicazioni (€25.7 million).

“Profit before taxes” (€6,701.6 million) mainly include the extraordinary income discussed above.

“Income taxes for the year”, amounting to €1,473.4 million, include the substitute taxes on the capital gainfrom the contribution in kind of the operating activities of Autostrade per l’Italia and the sale of the equityinvestment in Autostrade Tlc. —— It is underlined that the transfer was made to realize the hidden value andoriginated taxable incomefor the transferor Autostrade SpA. €5,654.1 million of this gain is subject to thesubstitute tax of 19% referred to in Article 1 of Italian Legislative Decree No. 358/97.

The “Net profit for the year” (€5,228.2 million) mainly relates to the 2003 capital gains from extraordinarytransactions of corporate restructuring (€5,092.2 million), net of taxes. A further contribution results from the netprofit for the first six months from normal operations of the motorway business, net of finance charges for theloan raised for the purposes of the PPO.

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REVENUES Net revenues from tolls 957,623 91.1%Other revenues from sales and services 88,888 8.5%Other income and revenues 5,110 0.5%TOTAL REVENUES 1,051,621 100.0%External costs of production [1] [2] -205,458 -4 -19.5%Other costs and net of gains/losses -15,577 -1 -1.5%ADDED VALUE 830,586 -5 79.0%Net personnel costs [1] [2] -166,582 -15.8%GROSS OPERATING MARGIN (Ebitda) 664,004 -5 63.1%Amortisation and depreciation -110,068 -1 -10.5%Other write-downs -6,555 -0.6%Provisions for liabilities and charges -57,120 -5.4%OPERATING PROFIT (Ebit) 490,261 -6 46.6%Financial income and (charges) -162,098 9 -15.4%Capitalised financial charges 2,021 0.2%Value adjustments to financial assets/sale of equity investments 24,154 2.3%PROFIT (LOSS) BEFORE EXTRAORDINARY ITEMS AND TAXES 354,338 3 33.7%Extraordinary income and charges 6.347,258 603.6%PROFIT (LOSS) BEFORE TAXES 6.701,596 3 637.3%Income taxes for the year -1.473,389 -2 -140.1%NET PROFIT FOR THE YEAR 5,228,207 1 497.2%[1] Net of costs recovered. [2] Net of capitalised amounts.

ANALYSIS OF PROFIT AND LOSS ACCOUNT (in thousands of euros)

INCIDENCE %ON REVENUES2003

20022003

“Non-current assets” amount to €12,749.3 million. —— “Tangible assets” amount to €10.0 million and relateto civil buildings. —— “Intangible assets” amount to €3.1 million. —— “Financial assets”, amounting to€12,736.2 million, mainly include: • the 100% interest in Autostrade per l’Italia, amounting to €5,797.6 million, determined by the net equitytransferred at 1 July 2003 (€8,104.7 million) as adjusted for the distribution of the Share Premium Reserve(€7,300 million), and increased by the allocation of the merger deficit to the investment value (€4,992.9 million)arising on the merger by incorporation of Autostrade SpA; • the 100% equity investment in Autostrade Participations (€259.6 million);• the medium and long-term loan issued through an inter-company account to the subsidiary Autostrade perl’Italia (€6,500 million);• the contributions made to Europpass (€88.9 million) and Sitech (€31,9 million) as a provision for a futurecapital increase.

The negative balance of “Working capital” (-€1,011.0 million) essentially results from the company’s type ofbusiness, where the payment for the purchase of assets and services is usually deferred, and the servicesperformed are mostly settled in cash or in a very short-time. —— The relevant amount mainly derives from currentincome taxes and substitute taxes on the extraordinary transactions of corporate restructuring (€1,063 million).

Total “Provisions for medium and long-term liabilities and charges” (€0.6 million) mainly relate to theprovision for “Employee termination indemnity”.

“Invested Capital”, less current liabilities and the provisions for medium and long-term liabilities, amounted to€11,737.7 million.

6.2.2 AUTOSTRADE SPABALANCE SHEETOVERVIEW

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“Net equity” amounts to €6,248.9 million and accounts for 53.2% of Invested Capital. —— Following the merger,the minority interests of former Autostrade Concessione e Costruzioni SpA (€1,015.7 million) was allocated toshare capital increase for €566.7 million and the remainder to the Merger Surplus Reserve (€449.0 million). ——The net profit for the year, as commented above, amounts to €5,228.2 million.

“Total net financial debt” amounts to €5,488.9 million. —— “Medium and long-term debt” (€6,500.0 million)includes the loan (denominated LTF2) raised to buy out the debt to banks of the subsidiary Autostrade per l’Italia,incurred to finance the distribution of part of the Share premium reserve. —— “Net liquidity” (€1,011.1 million)is the balance between “Short-term debt” (€52.3 million) and “Cash and cash equivalents and financial short-term receivables” (€1,063.5 million, of which €800.0 million relate to the receivable from the subsidiaryAutostrade per l’Italia for the residual amount of the distribution of the Share premium reserve. —— As earlierpointed out, the amount receivable from the subsidiary Autostrade per l’Italia has been included under FinancialAssets. The “Net financial debt” of Autostrade SpA is positive and amounts to €1,009.3 million, of which €800million relate to the above discussed receivable from Autostrade per l’Italia.

A. NON-CURRENT ASSETS Intangible assets 3,072 3,538 -466Tangible assets 10,064 10,064Financial assets 12,736,189 5,311 12,730,878 12,749,325 8,849 12,740,476B. WORKING CAPITAL Inventories Trade accounts payable 31,897 31,897Other assets 60,398 2 60,396Trade accounts receivable -11,677 -7,256 -4,421Provisions for liabilities and charges -12,329 -12,329Other liabilities -1,079,313 -1,596 -1,077,717 -1,011,024 -8,850 -1,002,174C. INVESTED CAPITAL, LESS CURRENT LIABILITIES [A+B] 11,738,301 -1 11,738,302

D. PROVISIONS FOR MEDIUM AND LONG-TERM LIABILITIES AND CHARGES Provision for employee termination indemnity 556 556Provision for costs of restoration and replacement of assets to be relinquished 556 556E. INVESTED CAPITAL, LESS CURRENT LIABILITIES AND PROVISIONS FOR MEDIUM AND LONG-TERM LIABILITIES AND CHARGES [C-D] 11,737,745 -1 11,737,746Covered by:

F. NET EQUITY Paid-in capital 571,687 5,000 566,687Retained earnings and reservers 449,000 449,000Net profit (loss) for the year 5,228,207 1 5,228,206 6,248,894 5,001 6,243,893G. MEDIUM AND LONG-TERM DEBT 6,500,000 6,500,000

H. NET SHORT-TERM DEBT (CLOSING NET LIQUIDITY) Short-term debt 52,338 52,338Cash and cash equivalents and short-term credits -1,063,487 -5,002 -1,058,485 -1,011,149 -5,002 -1,006,147TOTAL NET FINANCIAL DEBT [G+H] 5,488,851 -5,002 5,493,853

I. TOTAL AS IN “E” [F+G+H] 11,737,745 -1 11,737,746

ANALYSIS OF BALANCE SHEET (in thousands of euros)

CHANGE31-Dec-200331-Dec-2002VALUE

31-Dec-200231-Dec-2003

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The results of the Company at 31 December 2003 are affected by the contribution in kind, effective from 1 July2003, of the concession from Autostrade concessioni e costruzioni SpA. —— Therefore, the 2003 results of theCompany substantially relate to the period of full activity of the concession-operations (1 July- 31 December2003).

In 2003 “Revenues” amounted to €1,192.5 million, of which €1,072.7 million were “Net revenues from tolls”,€111.4 million were “Other revenues from sales and services” and €8.4 million were “Other income andrevenues”. —— “Other revenues from sales and services” mainly relate to:• “Revenues from service areas sub-concessions” of €44.9 million;• “Revenues from deferred payment toll operations” of €33.6 million.

“External costs of production” (net of costs recovered) amount to €236.3 million, which accounts for 19.8% ofrevenues and mainly includes the costs incurred for maintenance works.

“Other costs and net capital gains/losses” amount to €9.5 million and represent 0.8% of “Revenues”.

As a result of these figures, “Added Value” amounts to €946.7 million and represents 79.4% of “Revenues”.

“Net personnel costs” (€158.2 million) mainly consist of personnel costs net of capitalised costs of technicians(€3.0 million). —— The average workforce in 2003 is 3,227 employees.

“Gross operating margin” (EBITDA) amounts to €788.4 million and represents 66.1% of “Total revenues”.

“Amortisation and depreciation” (€309.4 million) include:• “Amortisation of intangible assets” amounting to €232.0 million, of which €218.2 million relates to theamortisation of goodwill arising from the contribution in kind;• “Depreciation of tangible assets”, amounting to €77.4 million, which mainly consists of industrial and financialdepreciation of assets to be relinquished (€65.8 million).

“Other adjustments”, amounting to €13.6 million, relate to the write-down of the trade accounts receivable fortolls, included under current assets.

“Provisions for liabilities and charges” (€88.5 million) relate to the sum of:• the “provision for costs of restoration and replacement” (net of utilizations) for assets to be relinquished (€70.0million); substantially represented by the costs which have to be incurred under the concession;• the provision for “sundry litigation” (€18.5 million), which covers the risks associated with disputes with thirdparties; mainly these disputes are for works entrusted to contractors.

“Operating profit” (Ebit), amounting to €376.9 million, represents 31.6% of “Total revenues”.

The negative balance of “Financial income and charges” (€115.4 million) mainly relates to the charges for theloan associated with the distribution of €6,500 million of a part of the Share Premium Reserve on 22 September2003.

6.3.1 AUTOSTRADE PERL’ITALIA PROFIT ANDLOSS ACCOUNTOVERVIEW FOR 2003

KEY FIGURES OF THE PROFIT AND LOSS ACCOUNT, BALANCE SHEETAND CASH FLOW OF AUTOSTRADE PER L’ITALIA SpA

6.3

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“Extraordinary income and charges” have a negative balance of €1.7 million mainly resulting from the balancebetween the capital gain (€4.1 million) from the sale of the property located in Rome, via Nibby 10, and theincentive bonus for the employee reduction plan (€6.2 million).

“Income taxes for the period” represent 9.8% of “Revenues” and 44.3% of pre-tax profit/(loss) and amount to €116.4million. This figure is the balance between current taxes (€206.4 million) and deferred tax assets (€90.0 million).

As a result of the above, “Net profit for the period” amounts to €146.5 million and accounts for 12.3% ofRevenues.

REVENUES Net revenues from tolls 1,072,715 90.0%Other revenues from sales and services 111,405 9.3%Other revenues and income 8,334 0.7%TOTAL REVENUES 1,192,454 100.0%External costs of production [1] [2] -236,313 -19.8%Other costs and net gains/losses -9,489 -0.8%ADDED VALUE 946,652 79.4%Net personnel costs [1] [2] -158,235 -13.3%GROSS OPERATING MARGIN (Ebitda) 788,417 66.1%Amortisation and depreciation -309,388 -25.9%Other adjustments -13,600 -1.1%Provisions for liabilities and charges -88,500 -7.4%OPERATING PROFIT (Ebit) 376,929 31.6%Financial income and (charges) -115,366 -9.7%Capitalised financial charges 3,574 0.3%Value adjustments to financial assets -585 0.0%PROFIT/(LOSS) BEFORE EXTRAORDINARY ITEMS AND TAXES 264,552 22.2%Extraordinary income and (charges) -1,697 -0.1%PROFIT/(LOSS) BEFORE TAXES 262,855 22.0%Income taxes for the period -116,387 -9.8%NET PROFIT FOR THE PERIOD 146,468 12.3%[1] Net of costs recovered. [2] Net of capitalised amounts.

ANALYIS OF PROFIT AND LOSS ACCOUNTAUTOSTRADE PER L’ITALIA SpA (in thousands of euros)

% INCIDENCE ON 2003REVENUES

2003

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“Non-current assets” amount to €10,951.4 million. —— “Intangible assets”, totalling €6,308.3 million, mainlyinclude the unamortised goodwill (€6,109.2 million) and “Loan-related charges” (€177.1 million). —— “Tangibleassets”, amounting to €4,241.9 million, mainly encompass “assets to be relinquished” (€3,758.0 million) and“motorways under construction” under the caption “assets under construction” (€408.7 million). —— “Financialassets”, totalling €401.3 million, are mainly composed of: • equity investments in subsidiaries (€279.3 million);• equity investments in associated companies and other companies (€106.9 million).

The negative balance of “Working capital” (-€525.4 million) essentially results from the Company’s type of busi-ness, where the payment for the purchase of assets and services is usually deferred, and the services of the com-pany are settled mostly in cash or in a very short-time. —— Working capital mainly includes: “Trade accountsreceivable” (€490.4 million) for toll collection, “Trade accounts payable” (€412.3 million) for construction,maintenance and operations and “Other liabilities” (€826.2 million), which substantially related to accountspayable to the Government and connected motorway companies for toll operations.

Total “provisions for medium and long-term liabilities and charges” (€1,246.0 million) include “Staff termi-nation pay” (€140.5 million) and the “Provision for costs of restoration and replacement of assets to be relin-quished” (€1,105.4 million).

“Invested Capital”, less liabilities for the period and the provisions for medium and long-term liabilities, amoun-ted to €9,180.1 million.

“Net equity” amounts to €951.2 million and accounts for 10.4% of Invested Capital. Reserves and retained ear-nings include both the “Legal reserve” (€123.1 million) and the residual amount of the “Share premium reserve”(€66.1 million). Of the original amount of the “Share premium reserve” (€7,489.2 million), which was formed asa consequence of the contribution in kind, €123.1 million was allocated to the Legal Reserve and €7,300 millionwas approved for distribution to the parent company Autostrade SpA.

“Total net financial debt” amounts to €8,228.9 million. —— “Medium and long-term debt” (€7,559.9 million)is the sum of:• the loan of €6,500 million received from the parent company through an inter-company account; the loan stemsfrom the purchase by the parent company of loans payable to banks associated with the distribution of a part ofthe Share Premium Reserve;• medium and long-term debt to banks and bonded loans associated with the operation of the concession(€1,059.9 million).

“Net short-term debt” (€669.1 million) is the balance between:• “Short-term debt” (€1,511.2 million), which includes both short-term financial liabilities towards banks(€235.8 million), and the payable to the parent company Autostrade SpA for the remaining portion of SharePremium Reserve approved for distribution (€800.0 million) and the amounts payable to ANAS (€288.5 million),mainly loan instalments repaid by ANAS under loan contracts for works set out in the Agreement which have notyet been carried out;• “Cash and cash equivalents and short-term credits”, amounting to €842.1 million, include pledged depositsof €804.2 million for financings connected with government grants for works to be carried out.

6.3.2AUTOSTRADE PERL’ITALIA BALANCE SHEETOVERVIEW

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A. NON-CURRENT ASSETS Intangible assets 6,308,260 Tangible assets 4,241,876 Financial assets 401,302 10,951,438 B. WORKING CAPITAL Inventories 122,354 Trade accounts receivable 490,407 Other assets 142,117 Trade accounts payable -412,330 Provisions for liabilities and charges -41,675 Other liabilities -826,231 -525,358 C. INVESTED CAPITAL, LESS CURRENT LIABILITIES [A+B] 10,426,080

D. PROVISIONS FOR MEDIUM AND LONG-TERM LIABILITIES AND CHARGES Provision for staff termination pay 140,528 Provision for costs of restoration and replacement of assets to be relinquished 1,105,442 1,245,970 E. INVESTED CAPITAL, LESS CURRENT LIABILITIES AND PROVISIONS FOR MEDIUM TO LONG-TERM LIABILITIES AND CHARGES [C-D] 9,180,110 Covered by:

F. NET EQUITY Paid-up capital 615,527 Retained earnings and Reserves 189,173 Net profit (loss) for the period 146,468 951,168 G. MEDIUM AND LONG-TERM DEBT 7,559,869

H. NET SHORT-TERM DEBT (NET LIQUIDITY) Short-term debt 1,511,194 Cash and cash equivalents and short-term credits -842,121 669,073 TOTAL NET FINANCIAL DEBT [G+H] 8,228,942

I. TOTAL AS IN “E” [F+G+H] 9,180,110

ANALYSIS OF BALANCE SHEETAUTOSTRADE PER L’ITALIA SpA (in thousands of euros) 31-Dec-2003

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SOCIETA’ ITALIANA pA PER IL TRAFORO DEL MONTE BIANCOSocietà Italiana pa per il Traforo del Monte Bianco, a Group subsidiary (51%) is the concession-holder of theItalian section of the Mont Blanc, for a total of 5.8 Km. The entire tunnel (Km.11.6) is operated by GEIE, a 50%ownership, with the remainder being ownedby the French concession-holder. —— Società Italiana pa per il Traforodel Monte Bianco owns 58% of the ordinary shares in Società Raccordo Autostradale della Valle d’Aosta pA. ——In the year 2003 the tunnel became fully operative again;:with the Italian and French governments confirmingthe need for a fast re-balance of traffic flows between the Frejus and the Mont Blanc passes, starting 1 March2003 the alternate one-way traffic of heavy vehicles was abolished.

Below are the main economic and financial highlights and the related indicators:

Total revenues amount to €25.1 million, an increase from 2002 of 94.9% entirely due to revenues from tolls,which grew from €12.8 million in 2002 to €25 million, mainly as a result of greater traffic (38.4%) as the tunnelwas opened to traffic the whole year (in 2002 it was gradually reopened from 9 March) and the cancellation ofthe alternate one-way traffic from 1 March 2003. Heavy vehicles traffic at the end of 2003 accounted for 21.5%of total vehicles travelling through the tunnels of Mont Blanc and Frejus, remaining however at levels belowexpectations by the Italian and French Governments (forecasts were a 35% of heavy vehicles traffic through theMont Blanc). —— Ebitda, amounting to €7.6 million, increased by €16.7 million (+183%) from the prior yearand represents 30.1% of revenues (compared to –70.8% in the prior year), due to greater revenues and loweroperating costs ( -25.9 %) and personnel costs (-3.3 %). —— The net loss for the year is -€1.3 million (+€20.4million from 2002, +94.1%). This improvement was achieved through extraordinary income (capital gain fromthe sale of an owned building) and deferred tax assets (€4.5 million), recorded in line with accounting standardNo. 25 issued by the Italian Accounting Profession (CNDC&R). —— Net financial debt has decreased by €14.3million mainly as a result of additional financial requirements connected with the completion of developmentworks on the network.

ECONOMIC HIGHLIGHTSRevenues (millions of euros) 25.1 12.9 12.2 94.9%Ebitda (millions of euros) 7.6 -9.1 16.7 183.0%Ebitda Margin 30.1% -70.8%Net profit/(loss) (millions of euros) -1.3 -21.7 20.4 94.1% Average workforce 101.0 99.5 1.5 1.5%FINANCIAL HIGHLIGHTS (millions of euros)Net invested capital 309.3 296.2 13.0 4.4%Net financial debt 124.7 110.4 14.3 13.0%Shareholders’ equity 184.6 185.8 -1.3 -0.7%Cash flow 7.8 -13.5 21.3 157.5%

2003 2002Δ A.C. %

OVERVIEW OF THE BALANCE SHEET, PROFIT AND LOSS ACCOUNTAND CASH FLOW OF OTHER MOTORWAY SUBSIDIARIES

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STRADA DEI PARCHI SpAStrada dei Parchi SpA, a 60% owned subsidiary of the Group, operates the A24 Roma – Teramo (166.5 km) andA25 Torano-Pescara (114.9 km) motorways. —— As the company took over the operation of both motorways on 1January 2003, the year 2003 was the first year of business of the Company. —— The new company has focussedon improving safety standards and on the development and completion of the third lane of the road between theRoma East gate and via Palmiro Togliatti, and the second carriageway Villa Vomano – Teramo, whose finalprojects are under way of transmission to Anas.

Below are the main economic and financial highlights for the first year of business and the related indicators:

As mentioned above, since 2003 is the first year of operation of the A24 and A25 motorways, comparison with thefigures at 31 December 2002 is not significant.

In 2003 the company posted total revenues of €84.9 million. —— Most of the revenue (about 98%) derive fromtoll revenues which, compared with the revenues generated in 2002 by the former operator, stemmed from anaverage toll increase (+21.4%) and a 2.3%traffic growth. —— Other revenues mainly include revenues fromservice areas and amounted to €1.8 million. —— Ebitda, accounting for 47.1% of revenues, is €40 million. ——The negative balance of the cash flow (€48 million) mostly derives from the charges on the postponement of thepayment of the price of the concession to the concession grantor, and from the charges paid to banks for theinstalments of existing loans assumed by Strada dei Parchi. —— The net loss for the year amounts to -€16.9million and reflects the recognition of a deferred tax asset of €7.1 million, recorded in line with accountingstandard No. 25 issued by the Italian Accounting Profession (CNDC&R). —— Net financial debt amounts to €762million; the amount due to Anas will have to be repaid during the life of the concession, and amounts to €793.8million at 31 December 2003.

ECONOMIC HIGHLIGHTSRevenues (millions of euros) 84.9Ebitda (millions of euros) 40.0Ebitda Margin 47.1%Net profit/(loss) (millions of euros) -16.9Average workforce 613.9 FINANCIAL HIGHLIGHTS (millions of euros)Net invested capital 765.1Net financial debt 762.0Shareholders’ equity 3.1Cash flow -4.1

2003

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TANGENZIALE DI NAPOLI SpA

Tangenziale di Napoli SpA, a 100% subsidiary of the Group, operates the 20.2 km-long Naples relief road linkingthe Eastern to the Western parts of the city.

A boost was given to the programme for works on infrastructure during 2003. In September the works for theextension of the Corso Malta station were delivered. The executive project for the extension of the ZonaOspedaliera station is under preparation. —— Procedures are under way to award the works for first lot of theinstallation of noise barriers . Redevelopment works on the motorway structure and compliance with tunnel safetystandards have continued, co-financed by the Campania Region.


Total revenues amounting to €51.0 million grew by +0.7% from 2002. —— Most of the revenues (more than 95%)relate to toll revenues which increased from €48.8 million in 2002 to €49.2 million (+0.7%) exclusively due to a1% (2002: -2%) growth of traffic, as the toll charges have remained unaltered because of roundingmechanisms.

—— Ebitda, amounting to €20.2 million, rose from the prior year by €0.9 million (+4.7%) and represents 39.7%of revenues (2002: 38.1%) due to an increase in revenues, a slight increase in operating costs (+1.3%) and afall in personnel costs (-2%). —— The net profit for the year is €6.6 million (+€0.4 million over 2002, +6.3%).

—— Net financial debt reveals an increase in short-term debt (+€1.9 million) to cover the total amounts required,offset by a decrease in medium to long-term non interest-bearing debt to the Central Guarantee Fund (-€1.5million).

ECONOMIC HIGHLIGHTSRevenues (millions of euros) 51.0 50.7 0.4 0.7%Ebitda (millions of euros) 20.2 19.3 0.9 4.7%Ebitda Margin 39.7% 38.1%Net profit/(loss) (millions of euros) 6.6 6.2 0.4 6.3%Average workforce 442.9 456.4 -13.5 -3.0%FINANCIAL HIGHLIGHTS (millions of euros)Net invested capital 182.2 177.1 5.1 2.9%Net financial debt 59.5 59.1 0.4 0.7%Shareholders’ equity 122.8 118.0 4.7 4.0%Cash flow 12.4 11.8 0.6 5.4%

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SOCIETA’ AUTOSTRADA TORINO SAVONA SpAAutostrada Torino Savona, a 99.98% subsidiary of the Group, operates the motorway section linking Turin to theLigurian Riviera (total length: 130.9 Km). —— The year 2003 was marked again by a strong traffic increase(+7.4%) similar to the increase experienced the prior year (+5.2%). The rise is due to the completion of lanedoubling and a different and increased (heavy and light vehicle) traffic flows. —— Regarding works on themotorway section, in 2003 works to complete the existing carriageway as well as works for systems efficiency andsafety improvement were continued.


Total revenues amounting to €52.4 million have grown by +15.2% from 2002. —— Most of the revenues (98%)relate to revenues from tolls, which have jumped from €43.4 million in 2002 to €50.3 million due to the joint effectof the average toll increase (+7.6%) and a steady traffic growth (+7.4%). —— Ebitda, amounting to €25.7million, rose from the prior year by €7.5 million (+41.2%) and represents 49.1% of revenues (2002: 40.1%), dueto greater revenues, a slight decrease in operating costs (-0.7%) and personnel costs (-2.5%). —— The net profitfor the year is €7.5 million (+€3.9 million over 2002, +108.1%). —— Net financial debt reveals a decrease of€7.0 million, as higher operating income has led to greater cash available, thus lessening the debt to banks.

ECONOMIC HIGHLIGHTSRevenues (millions of euros) 52.4 45.5 6.9 15.2%Ebitda (millions of euros) 25.7 18.2 7.5 41.2%Ebitda Margin 49.1% 40.1%Net profit/(loss) (millions of euros) 7.5 3.6 3.9 108.1%Average workforce 221.5 230.7 -9.2 -4.0%FINANCIAL HIGHLIGHTS (millions of euros)Net invested capital 199.0 199.5 -0.5 -0.3%Net financial debt 20.7 27.7 -7.0 -25.3%Shareholders’ equity 178.3 171.8 6.5 3.8%Cash flow 18.9 14.0 4.9 34.6%

2003 2002 A.C. %

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RACCORDO AUTOSTRADALE VALLE D’AOSTA SpARaccordo Autostradale Valle d’Aosta is a subsidiary indirectly controlled through Traforo del Monte Bianco, whichdirectly holds 58% of its ordinary shares. It is the concession-holder of the 32.3-km motorway link betweenMorgex and Val Veny.

This motorway is currently operating from Morgex and south Courmayuer, while works relating to lot 2 reached astate completion of 53% on the remaining 4.1-km stretch. Its opening to traffic is planned within 2006. —— Theyear 2003 was marked by a clear improvement of the Ebitda which, though negative, came close to break-even(-€0.2 million) due to greater traffic resulting from the 7-km motorway extension and the fact that the alternateone-way traffic of heavy vehicles from the Mont Blanc was abolished.


Total revenues, amounting to €7.2 million, show a 44.6% increase from 2002. —— The main portion of revenues(99.4 %) is composed of revenues from tolls which rose from €4.9 million in 2002 to €7.2 million, due to both theaverage toll increase (+13%) and the 28.2% traffic growth. —— Ebidta, amounting to -€0.2 million, increasedby €1.9 million (+90.1%) from 2002 and represents -2.9% of revenues against -43.1% in the previous year. Thiswas the result of both (i) higher revenues, compared with the rise in operating costs (+9%), and (ii) the 3.4%decrease in personnel costs. Net profit for the year amounted to €2 million (+0.5% versus 2002, equal to +35.6%). —— Net financial positionremained substantially unchanged from 2002 and liquidity rose from €127.8 million in 2002 to €129.6 million atthe end of 2003.

ECONOMIC HIGHLIGHTSRevenues (millions of euros) 7.2 5.0 2.2 44.6%Ebitda (millions of euros) -0.2 -2.2 1.9 90.1%Ebitda Margin -2.9% -43.1%Net profit (millions of euros) 2.0 1.5 0.5 35.6%Average workforce 65.7 78.2 -12.5 -16.0%FINANCIAL HIGHLIGHTS (millions of euros)Net invested capital 344.8 344.6 0.2 0.1%Opening net liquidity 129.6 127.8 1.8 1.4%Shareholders’ equity 474.4 472.5 2.0 0.4%Cash flow 2.3 2.4 -0.1 -2.8%

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SOCIETÀ AUTOSTRADA TIRRENICA pASocietà Autostrada Tirrenica is a subsidiary of 93.24% controlled by the Group. It is the concession-holder of theentire Livorno-Civitavecchia motorway and currently manages the first 36.6-km stretch between Livorno andRosignano Marittimo (Cecina).

2003 may be regarded as a breakthrough year, as the Parliament legitimised this company to construct themotorway stretches between Cecina and Civitavecchia (see Art. 49 para. 4 of the Finance Law), for whichenvironmental impact studies and a preliminary design are under way.

As regards the operating activity, below are the main economic and financial highlights and related indicators:

Total revenues amount to €21.7 million, a 1.5% increase from 2002. —— The main portion of revenues (96%) iscomposed of revenues from tolls which rose from €20.5 million in 2002 to €20.8 million. This was mainly due tothe growth of traffic (+1.5%), given that the overall average toll remained unchanged from 2002 owing to thedifferent mix of light/heavy vehicles (in 2002 heavy traffic had benefited from two compulsory diversions decidedby Anas and the Province of Livorno). —— Ebidta, amounting to €11.9 million, dropped by €0.7 million (-5.4%)from the previous year, due to higher operating costs compared to the increase in revenues. These higher costsmainly relate to higher maintenance costs of surfaces, for which the 3-year maintenance programme started in2003. —— The year 2003 showed a result before taxes of €11.3 million, in line with the previous year. Net profitamounted to €6.7 million, €3.2 million lower than 2002. This was due to the fact that 2002 still benefited fromthe recovery of prior years’ taxes. —— Net financial position shows an increase in total debt (+€15.6 million) forinvestment needs, loan repayments to the Central Guarantee Fund and the distribution of dividends during 2003.

ECONOMIC HIGHLIGHTSRevenues (millions of euros) 21.7 21.4 0.3 1.5%Ebitda (millions of euros) 11.9 12.6 -0.7 -5.4%Ebitda Margin 54.9% 58.9%Net profit (millions of euros) 6.7 9.9 -3.2 -32.4%Average workforce 82.9 100.5 -17.6 -17.5%FINANCIAL HIGHLIGHTS (millions of euros)Net invested capital 96.9 84.2 12.7 15.1%Net financial debt 63.2 47.7 15.6 32.7%Shareholders’ equity 33.7 36.5 -2.8 -7.7%Cash flow 7.5 11.8 -4.3 -36.3%

2003 2002 A.C. %

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AUTOSTRADE MERIDIONALI SpAAutostrade Meridionali SpA, a 58.98% controlled subsidiary of the Group, is the concession-holder of the 51.6-km-long Napoli – Pompei – Salerno motorway.

The company is involved in a motorway upgrading and extension plan and is building new junctions and the thirdlane from km 5+020 to km 22+400 of the above said motorway. During 2003, Autostrade Meridionali deliveredworks for the construction of the third lane between km 10+525 and km 12+035, and from km 17+658 to km22+400. Works for the construction of the stretch between km 5+690 and km 10+525, together with works forthe new Portici-Ercolano junction, are about to be awarded. —— Also, in 2003 the company signed an importantagreement to start a research project co-financed by the Ministry of Education, University and Research. Thisproject focuses on fine-tuning of an electronic platform for the active management of the monitoring, control, andinformation system of the motorway safety.


Total revenues, amounting to €65 million, had a 10.1% increase from 2002. —— The main portion of revenues(above 97%) is composed of revenues from tolls, which rose from €58.2 million in 2002 to €63.3 million. Thiswas due to the joint effect of the rise (around +8%) in tolls of the main vehicle category and the slight increasein traffic (+0.4%). —— Ebidta, equal to €35.5 million, increased by €7 million (+24.5%) from 2002 and cameto 54.6% of revenues against 48.3% in the previous year. This was attributable to greater revenues, loweroperating costs (about -7%) and lower personnel costs (-1.2%). —— Net profit for the year totalled €11.3 million(+ €0.8 million compared to 2002, equal to +7.9%). —— Net financial position shows an increase in debt (€28.3million versus €19.7 million in 2002). This is attributable to the credit facilities utilized to cover the financialneeds connected with investments for the year.

ECONOMIC HIGHLIGHTSRevenues (millions of euros) 65.0 59.0 6.0 10.1%Ebitda (millions of euros) 35.5 28.5 7.0 24.5%Ebitda Margin 54.6% 48.3%Net profit/(loss) (millions of euros) 11.3 10.5 0.8 7.9%Average workforce 383.2 393.8 -10.6 -2.7%FINANCIAL HIGHLIGHTS (millions of euros)Net invested capital 95.6 78.8 16.8 21.3%Net financial debt 28.3 19.7 8.6 43.7%Shareholders’ equity 67.3 59.1 8.2 13.8%Cash flow 24.6 21.0 3.7 17.5%

2003 2002Δ A.C. %

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7 SIGNIFICANT POST-PERIOD EVENTS

128/129

In January and February 2004 traffic on the Group motorway network increased by some 2.9% and confirmed thegrowth trend of 2003.

During the same period frequent and heavy snowfalls occurred in many areas of Italy. On all motorways wheresnowfall occurred, operating systems were set up to guarantee the free traffic flow. Where necessary, themotorway staff and vehicles (salt spreaders and snowploughs) promptly stepped in for winter operations whenprompted by the maintenance station personnel of the Autostrade Group. In case of emergency, the Departmentof Civil Defence together with the Autostrade staff assisted travellers with all the necessaries .

On 29 January Autostrade per l'Italia and the Consumer Association signed in Rome an important agreement oninfrastructure safety and service quality. —— The agreement is aimed at creating a Work Team betweenAutostrade per l’Italia and the Consumer Association on an equal footing. This Team will identify theinfrastructures and/or the services of the company to be “monitored” in order to verify its reliability with a viewto enhancing motorist safety. By this agreement the Team strengthens its commitment to transparency towardsthe stakeholders and directs at excellence among the concession-holders of the European transport systems inits relation with travellers.

Since 1 January 2004 a new electronic multi-lane free-flow toll collection system has become operating for heavyvehicles (above 3.5 tons) on the Austrian network. This system has been implemented by Europass, a whollyowned subsidiary of Autostrade SpA.

After a long and complicated administrative path for the approval of the IV Addendum, by Law Decree no. 355 of24 December 2003 (Art. 21) - which was converted to legal effectiveness by Law 47 of 27 February 2004 – theGovernment has set new regulation criteria for the motorway sector that are in accordance with those of the IVAddendum. The Government has also established that the Addendum “is passed in all intents and purposes” byDecree of the Minister of Infrastructures and Transport in concert with the Minister of Economy and Finance. ——The IV Addendum will be effective after the registration of the above soon-to-be issued decree with the Court ofInternal Audit of the Italian State (“Corte dei Conti”).

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8 BUSINESS OUTLOOK

130/131

The Holding Company has centralised the financial management of the whole Autostrade Group with a view tofacilitating and making effective the access to the financial market, with a particular view to the future importantinvestment plan. —— Autostrade and the motorway companies intend to pursue the operating objectives on whichthe Autostrade Group’s activity is based. —— The re-organisation carried out through the Progetto Mediterraneomeets a medium/long-term strategic vision consistent with the targets that the Group is already pursuing:• upgrading of the Italian motorway network by completing the works under the Agreement with ANAS (€5.6billion) and the new investments under the IV Addendum (€4.7 billion). The works to be carried out are an integralpart of a plan to re-launch the strategic Italian infrastructures, as set out by Law 443/2001 (InfrastructureFramework Law) and by the Interdepartmental Economic Planning Committee of 21 December 2001. The groupsubsidiaries as well as the project-related companies established to construct new infrastructures are pursuingthe same goals;• the participation in processes of upgrading the European motorway systems, with a particular focus on theexpectations tied to the Eastern countries joining the European Union (construction of the pan-Europeancorridors), and is also based on the positive outcome of the projects carried out by MEL in the United Kingdom,and by Europass in Austria;• adding value to the core business assets, such as the operation and construction of car parks, which areconsidered as interchanges for urban and non-urban traffic (equity interest in Saba Italia); and the managementof the access to the restricted traffic zones (ZTL) through the Telepass system.

All told, the projections for 2004 look forward to higher operating margins for the Group.

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9 RELATIONS WITH SUBSIDIARIES AND INVESTEE COMPANIES

132/133

In 2003, the Group continued both to develop and expand its activities, especially as regards non-motorwayoperations. This was reflected in intra-group economic, trade and financial relations, all of which are settled onarm’s-length conditions.

Business relations with motorway subsidiaries —— The growing use of automated toll collection, especially theTelepass system, and the various related applications led to an intensification of economic relations withsubsidiary motorway concession-holders (Raccordo Autostradale Valle d’Aosta, Autostrada Torino-Savona, SocietàAutostrada Tirrenica, Tangenziale di Napoli and Società Autostrade Meridionali). In particular, pursuant toagreements relating to the interconnection of the national motorway network, Autostrade greatly increased theamount of tolls collected on their behalf. —— These business relations are governed by a General InterconnectionAgreement signed in 1992 which generally applies also to other motorway concession-holders. —— According tothe Agreement, Autostrade has the obligation to credit the sums collected within defined terms in a differentiatedmanner based on the form of payment used by the driver. —— Monthly balances, net of advances paid andproportionate to toll volumes of the previous year, are settled with the value date being 120 days after the month-end traffic refers to. —— Autostrade is paid for the toll payment service to motorway subsidiaries according tothe same terms as those applied for the other motorway concession-holders. These terms are regulated by theGeneral Interconnection Agreement. —— Effective from 1 July 2003, Autostrade per l’Italia succeeded Autostradein the General Interconnection Agreement. —— In connection with increasing automation, Autostrade continuedto sell equipment and technology to the operators mentioned above, for which it applies the same commercialrates as it uses with other concession-holders.

Business relations with SPEA and Pavimental —— The Autostrade Group kept significant business relations withSPEA, a subsidiary which operates in the business of motorway planning, work supervision and the monitoringand scheduled maintenance of company structures. In 2003 this company generated a value of production of€79.3 million; Autostrade SpA’s share of total production was €27.3 million (34.4%) and the Group’s as a whole€61.3 million (77.3%). —— Transactions with SPEA are regulated by a multi-annual agreement, which envisagesengineering services connected with the oversight on works, the design and management of maintenance,adaptation, development works and the construction of new motorways.

Similarly, a special agreement exists with Pavimental SpA, another subsidiary, relating to service delivery and theeconomic exploitation of its business (the maintenance of motorway surfaces). In 2003 this company generateda value of production amounting to €169.9 million; Autostrade’s share of total production value amounted to€76.5 million (45.0%) and the Group’s as a whole €164.7 million (96.9%).

Trade conditions of the above mentioned agreements are in line with the market.

Financial relations with subsidiaries —— Autostrade has current accounts with its subsidiaries for financialpurposes. These financial relations are regulated at market conditions and with a market-based yield. During2003, an average annual lending rate of 3.828% and an average annual borrowing rate of 2.530% were appliedto intercompany relations of the Autostrade Group.

The notes to the financial statements show for each subsidiary credit and debit balances at year-end as well asexisting guarantee commitments towards Group subsidiaries.

During 2003 Autostrade SpA granted a short-term loan at market conditions to Europass to cover this company’sneeds during its start-up phase. €24,755 thousand of this loan was directly paid by Autostrade SpA and€156,500 thousand through Autostrade International. —— Europpass is currently coming to terms with a bankpool in respect of a loan of €195,000 thousand. This loan will enable Europass to repay the money borrowed fromAutostrade SpA and Autostrade International.

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Within this context, it is worth underlining the financial contribution given to Europass during its delicate start-up phase.

Other subsidiaries —— With regard to the relations with the companies operating in the advanced servicebusiness (Infoblu SpA and TowerCo SpA) and in fields related or complementary to core business (such asEsseDiEsse – Società di Servizi SpA), reference should be made to the information on operations underparagraphs 1.4 and 1.5. —— In line with the group operating programmes and in connection with the recentestablishment of such companies, the turnover of these subsidiaries entirely stems from intra-group sales.

Unconsolidated subsidiaries —— With regard to the relations with unconsolidated subsidiaries, we highlight thatabout €82 million of receivables from Sitech SpA in liquidation (an unconsolidated subsidiary) were repaid at2003 year-end. At 31 December 2002, this receivable amounted to €114.2 million and related to prior years’payments for future capital increases. The residual receivable is still outstanding.

134/135

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10 OTHER INFORMATION

136/137

As in previous years, pursuant to Article 43-ter of Presidential Decree 602/1973, the merged company, Autostrade,acquired tax credits amounting to around €35.5 million from Schemaventotto and used them to pay the 2003Irpeg advance (corporate income tax) on 20 June 2003.

This amount was paid to Schemaventotto (value date: 30 June 2003) and administrative expenses of €49,000were paid by Autostrade SpA.

Assicurazioni Generali SpA and Autogrill SpA may be considered as related parties of Autostrade SpA. This is doneto ensure suitability, reliability and regularity of the Group operating procedures, to provide information of theutmost transparency regarding such relations of the Autostrade Group and certain parties, and to apply IAS 24 ina way that is reasonable and consistent with the principle of substance over form.

The Company signed insurance agreements with Assitalia (Assicurazioni Generali Group), having Assitalia actingwith delegated powers. The amounts envisaged in the agreements range between 60% and 100%. Suchagreements are for hedging risks connected with the Autostrade Group, such as the General Liability to ThirdParties, All Risks, Direct and Indirect Damages, Injuries to Employees, Vehicle Liability, etc.

Gross premiums paid during 2003 amounted to about €14.5 million.

Assicurazioni Generali also granted Autostrade and Strada dei Parchi some policies as a guarantee of thecommitments undertaken by such companies. The related annual premiums amount to some €0.3 million.

Concerning the operation and development of service areas, reference should be made to section 1.2.1 of thisreport. As regards the relations with Autogrill SpA, during 2003 the Autostrade Group had the direct concessionof 93 service areas together with Autogrill SpA for carrying on the catering and shopping business. In 2003, theGroup revenues from the purchase and sale transactions with Autogrill amounted to about €24 million, of which€22.3 million for royalties connected with the operation of service areas.

In connection with the above, it should be noted that on 20 June 2003 Autostrade signed an agreement withEdizione Holding SpA for the commitments undertaken assumed towards the Italian Anti Trust Authority relatingto the concessions for catering and shopping services at service areas. The rights and obligations under suchagreement have been transferred to Autostrade per l’Italia as a result of the contribution in kind of the motorwaybusiness to this company as of 1 July 2003.

Such agreement governs among others the content of the commitments to be undertaken towards the Italian AntiTrust Authority as to comply with the provisions of regulation no. 8090 of 2 March 2000, which authorised theconcentration of catering and shopping services between Edizione Holding SpA and Autostrade. This provisionalso defines the time-frame for the execution of the concessions due to expire. The agreement aims at definingand framing with more clarity the sphere and responsibility of Autostrade (and as of 1 July 2003 of Autostradeper l’Italia) towards Edizione Holding SpA. The agreement also stipulates that Edizione Holding SpA will beindemnified for the sole demand put forward by third parties against Edizione Holding SpA for economic damagesarising from behaviours attributable to Autostrade per l’Italia in implementing the agreement for other than grossnegligence or wilful misconduct by Edizione Holding SpA.

10.1 RELATED PARTYTRANSACTIONS

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The table below shows the equity investments held by directors, statutory auditors and general managers, asestablished by Article 79 of CONSOB Regulation No. 11971/1999.

The Company does not hold, neither directly nor indirectly through trust companies or nominees, its own sharesor shares in parent companies. —— In 2003, no transactions were made that involved own shares or the sharesof parent companies. With reference to CONSOB Notice 2423 of 31 March 1993 relating to criminal proceedingsand judicial inspections, neither Autostrade nor any of the companies of the Group were implicated in proceedingsthat might generate charges or liabilities. —— The Company has no sub-offices.

10.2 EQUITY INVESTMENTSOF DIRECTORS,STATUTORY AUDITORSAND GENERALMANAGERS

10.3MISCELLANEOUS

Gian Maria Gros-Pietro (Chairman) Autostrade SpA 3,500 3,500Gilberto Benetton (Director) Autostrade SpA 60,000 60,000Amerigo Borrini (Director) Autostrade SpASabino Cassese (Director) Autostrade SpARoberto Cera (Director) Autostrade SpA 3,550 3,550 Alberto Clô (Director) Autostrade SpASergio De Simoi (Director) Autostrade SpAPiero Di Salvo (Director) Autostrade SpAIsidro Fainé Casas (Director) Autostrade SpAAntonio Fassone (Director) Autostrade SpAGuido Ferrarini (Director) Autostrade SpAGuidalberto Guidi (Director) Autostrade SpAVito Gamberale (Director) Autostrade SpA 1,550 5,435,000 5,436,550Gianni Mion (Director) Autostrade SpA 7,550 7,550Giuseppe Piaggio (Director) Autostrade SpAAlessandro Trotter (Statutory Auditor) Autostrade SpAFranco Gallo (Statutory Auditor) Autostrade SpA 2,600 2,600Angelo Miglietta (Statutory Auditor) Autostrade SpAGiovanni Quaglia (Statutory Auditor) Autostrade SpAMarco Spadacini (Statutory Auditor) Autostrade SpAGiandomenico Genta (Alternate) Autostrade SpAGiovanni Giunta (Alternate) Autostrade SpAGiovanni Castellucci (Managing Director) Autostrade SpA 1,920,000 1,920,000

N0. OF SHARESAT THE END OF PREVIOUSFINANCIALYEAR

COMPANY INWHICH SHARESARE HELD

EQUITY INVESTMENTS OF DIRECTORS, STATUTORY AUDITORS GENERAL MANAGERSNAME N0. OF SHARES

ACQUIREDN0. OF SHARESSOLD

N0. OF SHARESHELD AT2003-END

138/139

On 13 January 2003, the Board of Directors (exercising the powers vested in it by the Extraordinary Shareholders’Meeting of 13 May 2002) voted to increase the share capital by €4,774,536.00 with the issue 9,181,800 dividend-bearing ordinary shares with a par value of €0.52, to back the options held by managers of Autostrade SpA andits subsidiaries eligible for the first and second tranches of the stock option plan introduced in 2001 andimplemented in 2002. The Public Purchase Offer triggered the application of Article 12 of the rules regulating thestock option incentive plan regarding the early exercise of all options by the beneficiaries. —— Afterwards,between 20 January 2003 and 14 February 2003 10,708,000 options out of the total of 11,302,700 exercisableoptions were exercised, while 594,700 remained unexercised. A corresponding capital increase of €5,568,160.00(0.905 % of the share capital) was subscribed in respect of the options exercised by the company’s managers. —— As regards non-employee Directors, the Company purchased 5,490,000 own shares at a unit price of €9.8043,for a total amount of about €53.8 million, realising a capital loss of about €10.4 million from the disposal offinancial assets as compared to the exercise price (net of commissions). This loss was more than offset by thepositive differential realised on the corresponding close-out of the equity swaps entered into at the time theoptions of about €12.4 million were granted. —— Subsequently to the PPO 570,000 options were exercised and at31 December 2003 there were still 24,700 options to be exercised. —— During 2003 the plan developed as follows:

The table on page 141 below shows the compensation paid to Directors, Statutory Auditors and General Mangers.Please note that:• the emoluments reflect the fees accrued during the financial year;•the bonuses and incentives for the Chairman of the Board of Directors, the Managing Director and the GeneralManager reflect the fees actually paid during 2003;•attendance fees, where envisaged, are included as part of the compensation package;•non-monetary benefits are stated according to tax rules governing recognition and valuation.

10.4 STOCK OPTIONS

10.5 DIRECTORS’, STATUTORY AUDITORS’AND GENERALMANAGERS’ FEES (CONSOB Regulationadopted by Resolutionno. 11971of 14 May 1999)

Rights existing at 1 Jan. 16,792,700New rights assigned during 2003 (Rights exercised in 2003) (16,768,000)(Rights expired in 2003) Rights existing at 31 Dec. 24,700Of which: exercisable at 31 Dec. 24,700

NO. OF SHARES

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Over

view

of o

pera

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140/141

During 2002 Autostrade carried out the “Progetto 231” with the aim of analysing and adapting its organisational,operating and control tools to the requirements of the Decree, as broadly dealt with in the Directors’ Report to theFinancial Statements at 31 December 2002.

Further to the implementation of the Progetto Mediterraneo, a new company, Autostrade per l’Italia, wasestablished to which the motorway core business activities and the related equity interests were transferred.Autostrade per l’Italia SpA also adopted the Organisation, Management and Control Model implementingLegislative Decree 231/01 and subsequent amendments. A Supervisory Body has been appointed and is chairedby Mr Renato Granata, President Emeritus of the Constitutional Court and First Honorary Supplementary Presidentof the Court of Cassation (the supreme court of appeal). The Supervisory Body also includes the Head of the LegalAffairs and the Head of Internal Auditing.

During 2003, the Supervisory Body tackled, among other things, issues such as:• the consequences of the company restructuring connected with the implementation of the ProgettoMediterraneo;• the adaptation to the Organisation Model pursuant to Legislative Decree 61/2002 (the law on company crimes);for this purpose the Body consulted lawyers specialised in criminal law to prepare the relevant Codes of Ethic.

As regards the implementation of the Action Plan, the Board carried out activities to monitor and check the Model.

—— It also transmitted, on a regular basis, its reports to the Company’s Board of Directors, the Board of StatutoryAuditors and the Independent Auditors in charge of the audit of the financial statements.

All Group companies have appointed their own Supervisory Bodies, which, on a par with the Parent Company’sSupervisory Body, have devised their own action plans as to carry out their effective check, monitoring andassessment of the Models in compliance with the requirements of Legislative Decree 231/01.

In 2003, the Supervisory Bodies carried out the planned operating checks through the Parent Company’s InternalAuditing. The Group companies drew up and sent reports on the operations made during the semester of the yearto their respective Boards of Statutory Auditors and Independent Auditors.

Also, during 2003 a Regulation was issued as an implementation of Legislative Decree 231/01, which, amongother things, governs the communications profiles (art. 5), scrutiny (art. 6), and effective operations of the codesof conduct (art. 7). —— With regard to the effective operations of the codes of conduct, in March 2002Confindustria (the General Confederation of Italian Industry) was the first to issue “Guidelines to build uporganisation, management and control models pursuant to Legislative Decree 231/01”. Confindustria’ sGuidelines have been taken as a reference by the Autostrade Group when implementing the models adopted bythe Group companies. On 3 November 2003, Confidustria, as the Association representing all member enterprises,communicated to the Ministry of Justice its guidelines to build up Models according to Legislative Decree 231/01.On 4 December, the Ministry of Justice sent Confindustria its remarks on the guidelines and said that they were“overall adequate to fulfil the aims of Article 6, para. 3 of Legislative Decree 231/01”.

10.6 LEGISLATIVE DECREE231/01 AND THEAUTOSTRADE GROUP

142/143

Regulation (EC) no. 1725 of 29 September 2003 of the Commission of the European Communities (CEC), whichadopts certain international accounting standards pursuant to Regulation no.1606/2002 of the EuropeanParliament and of the Council of 19 July 2002, requires all companies listed on regulated markets in the EU toprepare their consolidated accounts in accordance with IFRS (International Financial Reporting Standards)starting from 2005. —— In this regard, it should be noted that figures for the year 2005 will be compared to thosefor 2004. —— Companies will disclose opening balances at 1 January 2004 in accordance with the InternationalFinancial Reporting Standards. —— The Autostrade Group has therefore started analysing and assessing themajor accounting and reporting issues connected with the IFRS transition with the support and coordination ofAISCAT (Italian Association of the Motorway and Tunnel Concession-Holders), and is preparing itself to effectivelymanage the impact of changes. IFRS reporting will substantially change company financial reporting and thebasis of accounting. —— It is worth noting that at present there is not a specific IFRS for accounting andvaluating assets to be relinquished, nor is a standard in this respect expected to be issued in the short term. Inaddition, this matter is currently being inquired by the accounting bodies of the main European countries. AISCAT’s coordination is, therefore, particularly significant in this context as to guarantee consistency throughout thebusiness. —— In light of the preliminary analysis developed until today, we presume that operational andadministrative processes, and the related reporting issues, will be significantly affected by (i) the accountingstandards about to be adopted on assets to be relinquished and the exploitation of activities under a concession,and (ii) the following IFRSs:IFRS 14 Segment reportingIFRS 16 Property, plant and equipmentIFRS 17 LeasesIFRS 19 Employee BenefitsIFRS 28 Investments in AssociatesIFRS 33 Earnings per ShareIFRS 36 Impairment of AssetsIAS 37 Provisions, Contingent Liabilities and Contingent AssetsIFRS 38 Intangible Assets IFRS 39 Financial Instruments: Recognition and MeasurementOver the next months the Group will continue its analysis so to identify the actual effects of IFRS adoption on theCompany’s and Group’s accounts.

10.7TRANSITION TOINTERNATIONALFINANCIAL REPORTINGSTANDARDS (IFRS)

Over

view

of o

pera

tions

11 ANNUAL REPORT ON CORPORATE GOVERNANCE AND COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE FOR LISTED COMPANIES

144/145

Autostrade SpA has adopted its own “Corporate Governance Code” incorporating the recommendations set out inthe Code drawn up by the Committee for the Corporate Governance of Listed Companies, which was set up on theinitiative of Borsa Italia SpA. —— The Company’s corporate governance system is also regulated by provisions ofits Bylaws and the regulations for the Shareholders’ Meetings.

Autostrade SpA’s Corporate Governance Code was adopted by NewCo28 SpA on 29 July 2003, a company whichmerged Autostrade SpA and took the same corporate name as the latter as from 22 September 2003. Followingthe implementation of the Progetto Meditterraneo, Autostrade – Concessioni e Costruzioni Autostrade SpAchanged its name to Autostrade SpA, became a holding company and transferred a part of its activities to three100% owned subsidiaries, among which Autostrade per l’Italia SpA, to which were transferred the motorwayactivities under concession. Afterwards, as reported above, on 22 September 2003, Autostrade SpA merged intoNewCo28 SpA. —— Within this new context, having acquired, among other things, the motorway business underthe Agreement with ANAS, in its Bylaws Autostrade per l’Italia SpA added a reference to the contents of provisionno. 8090 (C3818) of the Italian Anti Trust Authority relating, in particular, to the appointment of an Advisor forthe entrustment of the concessions of the Service Areas. This reference was previously included in Autostrade –Concessioni e Costruzioni Autostrade SpA’s Corporate Governance system and Code.

According to the Company’s Bylaws the business purpose is: a. acquiring equity investments and shareholdingsin other Companies and Entities; b. financing also through guarantees, sureties and collateral securities, and co-ordinating the Companies or Entities, in which Autostrade holds a stake, from a technical, industrial and financialviewpoint; c. making any equity, real estate, financial and industrial investments in Italy and abroad.The Company shall also, though not totally, purchase, own, manage, exploit, update and develop, directly orindirectly, trademarks, patents, know-how for automatic and similar toll payment systems.

As regards Autostrade SpA’s share capital structure, (based on CONSOB figures) as of September 2003 62.155%of ordinary/voting shares are controlled by a group of stable shareholders who form Schemaventotto SpA. Othersignificant shareholders are Banca Popolare di Milano Scarl and Banca Akros SpA, which hold 5.957% (of which4.041% non-voting shares), JP Morgan Chase & Co. Corporation (3.498%) and Deutche Bank AG (3.130%) ——There is not a shareholders’ agreement among Autostrade SpA’s shareholders, whereas there are agreementsamong Schemaventotto SpA’s shareholders pursuant to Article 122 of the Income Tax Code (TUIR), ascommunicated to CONSOB, Borsa Italiana and the public.

Finally, following the implementation of the Progetto Mediterraneo and after Autostrade SpA undertook its role asholding company, strategies and operating choices are its responsibility. —— As a consequence, pursuant to thelaw in force, the Board of Directors – which took note of Schemaventotto’s decision to temporarily suspend anydirection over Autostrade SpA – decided that Autostrade is not subject to any direction and co-ordination by themajority shareholder (i.e. Schemaventotto SpA).

SECTION IGOVERNANCESTRUCTURE

Over

view

of o

pera

tions

Under Autostrade SpA’s Corporate Governance Code:the Board of Directors has full ordinary and extraordinary powers. —— Acts of delegation, i.e. the granting ofmanagement responsibilities to units in charge of various branches of the Company, do not exclude the responsibilityof the Board of Directors, which in any event retains its superior authority to guide and control the general activitiesof the Company and its various components. Given its position of command over the Company, the Board of Directorsmust receive accurate and timely information from those vested with delegated powers in respect of any actioncarried out in the exercise of their powers. —— The powers of guidance and control also extend over all thecompanies controlled by Autostrade (hereafter the “Group”) in as much as they are elements of a complex economicorganism under the parent company Autostrade SpA (apart from those elements associated with their status aslegally separate entities). —— Without prejudice to the powers that, pursuant to Article 2381 of the Italian Civil Code,are exclusive to the Board of Directors and may not be delegated (e.g. convening Shareholders’ Meetings, preparingannual, half-year or quarterly financial statements), and without prejudice to the exclusive powers of the ExecutiveCommittee (where established), the Board is exclusively responsible for:a. preparing and adopting corporate governance rules and setting out the corporate governance guidelines for theGroup;b. examining and approving the strategic, business and financial plans prepared by the Executive Committee(where established) for the Company and the Group;c. examining and approving operations that the Executive Committee (where established) deems to be ofparticular importance for the Company’s economic and financial position, with special reference to transactionswith related parties, without prejudice to the responsibilities of the Executive Committee (where established) orthe Managing Director; d. examining and approving the annual budget of the Company and Group and the revised forecasts made in thecourse of the financial year, both of which are prepared by the Executive Committee (where established);e. examining and evaluating, pursuant to the Bylaws, the periodic accounts envisaged under current laws andsubmitted to the Board of Statutory Auditors; f. granting and revoking powers to the Chairman, the Managing Director, the Executive Committee (whereestablished) and Director General, setting limits on these powers, determining the manner in which they may beexercised and indicating the period within which the bodies to which the powers have been assigned must reportback to the Board on the activities carried out during the exercise of their powers;g. deciding, on the basis of the recommendations of the relevant Committee and having obtained the opinion ofthe Board of Statutory Auditors, the remuneration of the Chairman, and (if appointed) the Managing Director andDirectors with special responsibilities and, unless the Sahreholders’ Meeting has already decided, determininghow total compensation of the individual members of the Board and the Committees should be divided;h. generally supervising company performance, paying particular attention to conflicts of interest and takingaccount of the information submitted by the Chairman, the Executive Committee, the Managing Director, and theInternal Control Committee, and making periodic comparisons between projected and actual results;i. determining the criteria for appointing the Chairman, the Deputy Chairman and Managing Director ofsubsidiaries, without prejudice to the powers of the Executive Committee (where established) in respect of suchappointments, on the basis of the same criteria;j. appointing the Executive Committee;k. reporting to shareholders at meetings;l. without prejudice to the powers of the Shareholders’ Meeting, adopting and implementing stock option plans,on the basis of the proposal of the Executive Committee (where established) and having obtained the opinion ofthe Committee on the remuneration of the directors.

The Board may appoint external consultants in respect of particularly relevant matters, whenever it deems itappropriate.

On 21 May 2003, the Shareholders’ Meeting renewed the Board of Directors of Autostrade – Concessioni e

SECTION IICORPORATEGOVERNANCE CODE

—

146/147

Costruzioni Autostrade SpA. The board members are: Gian Maria Gros-Pietro, Vito Gamberale, Josep ManuelBasañez Villaluenga, Gilberto Benetton, Amerigo Borrini, Sabino Cassese, Roberto Cera, Sergio De Simoi, Piero DiSalvo, Antonio Fassone, Gianni Mion, Giuseppe Piaggio, Guido Ferrarini, Alberto Clò and Guidalberto Guidi. Theoutgoing directors were: Fabio Cerchiai, Luciano Marengo, Emilio Ottolenghi and Agostino Spoglianti. —— Theaforesaid Board of Directors held office until the merger became effective, i.e. until 22 September 2003. —— Theappointment of the Board of Directors decided by NewCo28’s general meeting of 21 May 2003 became effectiveon 22 September 2003. This general meeting confirmed the same members as those designated by Autostrade –Costruzioni e Concessioni Autostrade SpA’s meeting. —— The Board of Directors is currently composed of fifteenmembers and was elected by the subsequent Shareholders’ Meeting of 26 November 2003 for the years 2003-2005 from lists of candidates submitted by shareholders within the terms and conditions of Article 19 of theCompany’s Bylaws and published on Italian newspapers. —— Pursuant to Article 19 letter a) of the Company’sBylaws, twelve Directors were elected from the majority list submitted by Schemaventotto SpA. These directorsare: Gian Maria Gros-Pietro, Chairman; Vito Gamberale, Managing Director; Gilberto Benetton; Amerigo Borrini;Sabino Cassese; Roberto Cera; Sergio De Simoi; Piero Di Salvo; Isidro Fainè Casas; Antonio Fassone; Gianni Mion;Giuseppe Piaggio. —— Pursuant to Article 19 paragraph 12 letter b) of the Company’s Bylaws three directors(Alberto Clô; Guido Ferrarini; Guidalberto Guidi) were elected from the minority list. —— The outgoing director wasJosep Manuel Basañez Villaluenga.

The Board of Directors should be composed of an adequate number of independent directors in the sense thatthey: a. do not transact, directly or indirectly or on behalf of third parties, nor have recently transacted with theCompany, its subsidiaries, executive directors, the shareholder or group of shareholders who control the Companyso as to impair the independence of their opinions; b. do not hold, directly or indirectly, or on behalf of thirdparties, significant shares as to enable them to control or influence significantly the company, nor are parties toshareholders’ agreements, if any, for the control over the company; c. are not close relatives of the company’sexecutive directors or of individuals involved in the situations under a. and b..Considering the above, Di Salvo, Clò, Ferrarini and Guidi are qualified as independent directors. —— The directors’independence, as appearing from the information disclosed when directors stood as candidates, is regularlyassessed, even afterwards, by the Board of Directors, taking account of the information given by the individualsconcerned. The Board discloses the result of its assessment to the market. —— Due to their number and authority,directors who hold no special office (non-executive directors) are such to guarantee that their opinion maysignificantly bear on the board decisions. —— At present, non-executive directors are Benetton, Borrini, Cassese,Cera, Clô, De Simoi, Di Salvo, Fainè Casas, Fassone, Ferrarini, Guidi, Mion and Piaggio.

The directors act and decide with full knowledge and independence; they aim at creating the stockholders’ value.They accept their office when they believe they can devote the time necessary to carry out their duties carefully,taking account of the number of offices as director or statutory auditor held at other companies listed on theregulated market, even abroad, at financial enterprises, banks, insurance companies or significantly bigundertakings. —— Table 1 summarises the number of offices held by each director outside and inside AutostradeSpA; whereas Appendix A is the list of positions.

Autostrade SpA’s Corporate Governance Code provides that related party transactions comply with the principle offairness of substance and procedures. —— The directors who have a potential or indirect interest in the transaction:a. inform the Board promptly and comprehensively about the existence of their interest and the relatedcircumstances;b. move away when the Board takes its decisions during meetings.Where required by the nature, value or other features of the transaction, and in order to avoid that the termsagreed for the transaction differ from those that would have been presumably agreed with non-related parties,the Board of Directors takes care that the transaction is carried out with the support of independent experts, whoevaluate the company’s assets and provide financial, legal or technical assistance. —— The guidelines setting

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out the criteria for identifying and managing sizeable transactions, inter alia, with third parties, the informationto be given on the company’s operations made during the year while fulfilling the responsibilities assigned by theBoard of Directors, and information on these transactions to the Board are currently under preparation.

During 2003, Autostrade – Concessioni e Costruzioni Autostrade SpA’s Board of Directors (then Autostrade SpAafter merger) met ten times before merger. Autostrade SpA’s post-merger BoD met five times. —— Nine meetingsof the Board of Directors are scheduled to take place in the current year.

The Executive Committee, where established by the Board of Directors, is accorded powers. —— The ExecutiveCommittee of Autostrade – Concessioni e Costruzioni Autostrade SpA (later named Autostrade SpA, after merger)met eight times before merger in 2003 and until 21 September 2003. —— Until 21 September this Committee wascomposed of the following seven members: the Chairman, Gian Maria Gros-Pietro, the Managing Director, VitoGamberale, and the Directors Josep Manuel Basañez Villaluenga, Gilberto Benetton, Roberto Cera, Gianni Mion,Giuseppe Piaggio. —— After merger Autostrade SpA’s Board of Directors did not exercise its power to establish theExecutive Committee.

The Company Chairman has the following sole signing authorities, in addition to the powers he is vested with asChairman of the Board of Directors and of the Executive Committee (where established):a. convening the meetings of the Board of Directors, setting the agenda and leading the meetings;b. communicating the subject-matter of the agenda and transmitting, adequately ahead of time, the appropriatedocumentation to the Directors as to enable them to take part proactively to the board activity; c. ensuring an adequate transfer of information between the Executive Committee, where established, and theBoard of Directors. In particular, the Company Chairman is the guarantor of information on whose basis formaldecisions are taken, while the Board of Directors and the Executive Committee shall be generally responsible formanaging, guiding and controlling the activities of the Company and the Group;d. taking initiatives of general nature in line with programmes approved by the Board for the promotion of theimage of the Company and the Group;e. monitoring, in conjunction with the Managing Director, judicial issues pertinent to the Company and the Groupas a whole;f. monitoring the performance of the Company’s business, and using the legal affairs department and internalauditing structures of the Company to ensure the proper implementation of resolutions passed by the Board;g. representing the Company at the ordinary and extraordinary shareholders’ meetings of companies or other entitiesin which the Company has equity interests in implementation of resolutions passed by the Board, with the power toconfer special delegated powers on company employees or third parties to exercise these same powers;h. conducting relations between the Company and the Group as a whole and national and internationalauthorities, governments and entities, including supranational bodies.

Powers accorded to the Managing Director. —— The Managing Director, who is responsible for overseeing theimplementation of decisions of the Board of Directors or the Executive Committee (where established), also makesproposals to the Executive Committee or the Board of Directors (if no Executive Committee has been established)relating to strategy, plans of action and investments by the Company and the Group, and also manages relationsbetween the Company and institutional investors. —— In the context of its guidance and co-ordination of theinvestees, and within the guidelines set by the competent corporate bodies, the Managing Director has the powerto establish relations with the Directorate General of ANAS SpA and other grantors in respect of the performanceof the concessions awarded to each investee. —— Under a specific delegation of powers by the Board of Directors,the Managing Director has all powers for the ordinary management of the Company, apart from matters that arereserved to the Board of Directors, the Executive Committee (where established) or the Chairman.

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The Managing Director periodically reports to the Board of Directors about the activities under the powers he hasbeen vested with. —— In accordance with the Company’s Bylaws, he provides the Board of Directors and the Boardof Statutory Auditors with adequate information on non-ordinary, unusual and related party transactions, whoseconsideration and approval are given to the Executive Committee (where established) or the Board of Directors.

The handling of confidential information is awarded to the Company’s Chairman in agreement with theManaging Director. To this end, the Chairman puts forward to the Board of Directors the adoption of proceduresof internal management and external disclosure of documents and information about the Company. Morespecifically, this refers to price-sensitive information and information on financial instrument transactions put inplace by individuals who, due to their function, have access to relevant information. —— All directors are boundto keep confidential all documents and information gathered while performing their duties, and to comply with theprocedures adopted to communicate these documents and information outside the company.

The Company has developed a draft procedure governing the company information to the market which will bebrought to the attention of the Board of Directors.

The Company has adopted a Code of Conduct for internal dealing in compliance with the regulations of BorsaItaliana SpA. The Code sets out the obligations of disclosure and conduct in respect of financial operations carriedout by Significant Persons that involve financial instruments issued by Autostrade itself or any of its subsidiaries.It also lays down the procedures for market disclosure. —— The Company’s Code defines the following as“Significant Persons”:• the Chairman; the Managing Director; Directors; Statutory Auditors; the General Manger; Senior Executives; theHead of Internal Auditing and the Secretary of the Board of Director of the Company;• the Chairman; the Managing Director; Directors; Statutory Auditors; General Managers; Senior Executives; Headsof Organisational Units directly answerable to Senior Executives, Departments Heads; Motorway Section OfficeHeads of Autostrade per l’Italia SpA;• Chairmen; Managing Directors; General Managers of the main subsidiaries directly or indirectly controlled byAutostrade SpA.

Each of the Significant Persons mentioned above may identify other Significant Persons on the basis of theresponsibilities assigned, even if only temporary.As regards the time limits for reporting, the Code sets €50,000 as the minimum threshold for normal operationsand €125,000 for significant operations. Black-out period may be established for the operations indicated.

A Technical Committee is responsible for providing advice and recommendations to the Board of Directors inmatters relating to the development of the investees’ activities, also indirect investees, and the technologies forthe management of these activities. —— The current Technical Committee has seven members, among who thereis only one Director of Autostrade SpA, Antonio Fassone. The other members are: Salvator Alemany Mas (Directorof Autostrade per l’Italia SpA), Giovanni Castellucci (General Manager), Gennarino Tozzi (Head of the New WorksDepartment of Autostrade per l’Italia SpA), Franco Rapino (Head of the Development Department of Autostradeper l’Italia SpA), Renzo Serventi (Head of the Technical Management Department of Autostrade per l’Italia SpA),Josè Solano. —— During 2003 the Committee met four times in all. One meeting was held after the merger.

An Advisory Committee has the task of submitting non-binding recommendations to the Board of Directorsregarding the Company’s activities. —— The Committee has three members, among whom a member drawn froma list other than the list that obtained the majority of votes during the election of directors (Minority Director),plus the Chairman of the Board of Directors and another director. The Committee, as it is composed, decides itsmembers by a majority. —— The current members of the Advisory Committee are: the Chairman, Gian Maria Gros-Pietro, and the Directors Gilberto Benetton and Alberto Clô. —— During 2003 the Committee never met.

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A Remuneration Committee dealing with the compensation of Directors, stock option plans, if any, or theallotment of shares. The Committee is mainly composed of directors without special responsibilities and includesat least one minority member. Lacking people directly concerned, the Remuneration Committee makes proposalsto the Board of Directors for the fees to be paid to the Chairman, the Managing Director and those with specialresponsibilities; following the advice of the Managing Director, it also sets out the criteria for determining thecompensation of other top managers of the company. For this purpose the Committee may refer to externaladvisors at the expense of the company. —— The current members of the Remuneration Committee are thedirectors Gianni Mion, Guidalberto Guidi and Amerigo Borrini (who has replaced Fabio Cerchiai as of 21 May2003). —— In 2003 the Committee met four times. One meeting was held after merger. —— The Committeeapproved the document prepared by the Group Resource Development, Organisation and Quality Department. Thisdocument sets out the guidelines for the compensation policies for 2003 in respect of Managers and MiddleManagers of the Autostrade Group. It determined and made proposals for calculating the 2002 MBO plan for theManaging Director and General Manager of Autostrade SpA, as well as their MBO plans for 2003. It alsodetermined and made proposals with the collaboration of a consulting firm named Towers Perrin in respect of thefollowing:• determination of the fees to be paid to the Chairman of the Board of Directors and the Managing Director ofAutostrade SpA for 2003. In this respect, the Committee has suggested an annual compensation for theChairman, and a compensation made up of a fixed and a variable annual fee for the Managing Director. Thevariable fee depends on the achievement of specific objectives set, from year to year, by the Board of Directors orby another body delegated by the same Board for this purpose;• compensation initiatives to top managers;• compensation policies for Group Managers (the first assumption of a Long-Term Incentive system).

The Remuneration Committee also acknowledges the document setting out the guidelines for the CompensationPolicies for 2004 in respect of the Group Managers and Middle Managers. —— More specifically, as regards thethree-year stock compensation plan for 2001-2003, reference should be made to the comments in this respect inthe Report on Operations at 31 December 2003. —— Neither the Chairman, nor the Managing Director attendedthe meetings of the Remuneration Committee.

An Internal Control and Corporate Governance Committee is mainly made up of independent directors,including at least one Member drawn from the minority list. The Chairman of the Board of Statutory Auditors oranother Standing Auditor appointed by the same as well as the Chairman of the Board of Directors and theManaging Director may take part in Committee meetings.Based on the reports from those in charge of internal control, the Committee:a. assists the Board of Directors in the fulfilment of its duties associated with the responsibilities of the companyinternal control;b. evaluates the work plan prepared by those in charge of internal control and receives their periodic reports;c. assesses the adequacy of the accounting standards applied and their reliability for consolidated reportingpurposes together with those in charge of the Company’s administration and the auditors;d. assesses the proposals submitted by the auditing firm to obtain the audit engagement, the audit work planand the audit findings as set out in the auditors’ warning memorandum;e. reports to the Board of Directors on its activity and the adequacy of the internal control system at least onceevery six months, at the time the annual and half-year accounts are approved;f. performs the other duties assigned to it by the Board of Directors, particularly as regards relations with theauditing firm.The Committee is also in charge of overseeing compliance with and the periodic updating of corporate governancerules and observance of any code of conduct and ethics adopted by Autostrade SpA and/or its subsidiaries.The current members of the Internal Control and Corporate Governance Committee are the Directors GiuseppePiaggio, Piero Di Salvo and Guido Ferrarini. This latter director has been assigned by the Board of Directors the

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task to liaise between the Internal Control and Corporate Governance Committee and the Supervisory Body createdpursuant to Legislative Decree 231/01. —— During 2003, the Internal Control and Corporate GovernanceCommittee of Autostrade – Concessioni e Costruzioni Autostrade SpA (later named Autostrade SpA, after merger)met four times before merger and tackled the following matters:• evaluation of the adequacy of the Internal Control System;• checks made by the Internal Auditing;• supervision of Corporate Governance rules;• related party transactions;• analysis of the work plan prepared by the auditing firm.

The Internal Control and Corporate Governance Committee of Autostrade SpA (after merger) met three times andtackled the following matters:• definitions of the rules of functioning of the Committee;• related party transactions;• sphere of responsibility of the Committee;• adoption of the new International Accounting Standards;• quarterly situation;• verifications carried out by Autostrade SpA Internal Auditing;• monitoring of procedures;• liaison with the Supervisory Bodies of Autostrade SpA and Autostrade per l’Italia;• views on the company law.

The Company’s internal control system is meant as the set of processes designed to monitor the efficacy of thecompany operations, the reliability of financial reporting, the compliance with laws and regulations, thesafeguard of the company’s assets. —— The Board of Directors is responsible for the internal control. It sets theguidelines of the internal control system and regularly verifies the system adequacy and effective functioning,and ensures that the main corporate risks are identified and managed in an appropriate manner. —— The Boardof Directors has received the half-year reports prepared by the Internal Control and Corporate GovernanceCommittee and has taken note of the activities carried out by those responsible for internal control in relation totheir check of the internal control system adequacy.The Managing Director identifies the main corporate risks and brings them to the scrutiny of the Board ofDirectors. He also puts in place the Board stance by designing, managing and monitoring the internal controlsystem, appoints one or more individuals in charge of this task giving them appropriate tools. —— Those incharge of internal control are not placed hierarchically under any person responsible for operations and report ontheir activity to the Managing Director and the Chairman as well as the Internal Control Committee and theStatutory Auditors. —— In particular, the Internal Auditing is vested with the following sphere of responsibility:• to guarantee, in terms of efficacy and efficiency, the monitoring of internal control systems and processes aswell as management and organisation models of the Company and its subsidiaries, as to verify that these modelscomply with the laws on Corporate Governance and the companies’ civil liability;• to prepare the annual inspection and internal auditing programme, based on the suggestions of the InternalControl and Corporate Governance Committee, of the Chairman, the Managing Director, and upon specific requestof the Auditing Company and Internal Control Bodies and Group companies; • as part of the annual programme, to put in place inspection and internal auditing actions aimed at verifyingthat the processes of the various corporate Units and the Group companies comply with the laws and internalprocedures and provisions. The Internal Auditing also suggests to the top management corrective measures thatmight be necessary;• to prepare internal auditing reports and reports on significant information supporting the activities of the Boardof Statutory Auditors, the Supervisory Body and the Boards of Statutory Auditors of the Group companies, as wellas the activities of the Internal Control and Corporate Governance Committee;

—

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• to verify the level and quality of protection systems adopted to safeguard the Company’s assets and to minimisethe risk of fraud. This contributes to the improvement of risk management, control and corporate governanceprocesses;• to manage the Company’s activities and apply control methods according to the professional and service-procurement standards, as specified by national and international trading associations and in light of theevaluations of the Board of Statutory Auditors.

The Statutory Auditors are independent of external influences, including shareholders who elected them. —— TheBoard of Statutory Auditors is made up of five standing Auditors (Alessandro Trotter, Chairman, Franco Gallo,Angelo Miglietta, Giovanni Quaglia and Marco Spadacini) and two alternate Auditors (Giandomenico Genta andGiovanni Giunta). —— Under Article 30 of the Company’s Bylaws, the Statutory Auditors are appointed by a listvoting procedure. The Bylaws state that the minority list may appoint two Standing Statutory Auditors and oneAlternate Auditor. Each list is accompanied by a declaration in which each of the candidates individually affirmsthat no causes exist that would debar them from the post, and that they meet the relevant legal requirements. —— TheBoard of Statutory Auditors of Autostrade – Concessioni e Costruzioni Autostrade SpA is made up of the standingAuditors Alessandro Trotter, Franco Gallo, Giovanni Quaglia, Carlo Sgandurra and Marco Spadacini, and theAlternate Auditors Giandomenico Genta and Giovanni Giunta. This Board held office until the date of efficacy ofthe merger (22 September 2003). —— By the merger, the appointment of the Board of Statutory Auditors byNewCo28’s Shareholders’ Meeting of 21 May 2003 became effective. The members indicated above still holdoffice. —— The current Board of Statutory Auditors was appointed by the Shareholders’ Meeting of 26 November2003 for the three-year period 2003-2005. —— The Standing Auditors Franco Gallo and Marco Spadacini and theAlternate Auditor Giovanni Giunta were elected from the minority list. —— Table 2 summarises the number ofoffices held by each Auditor as director or statutory auditor in other companies listed on Italian regulated markets,beside the position held at Autostrade SpA. Appendix B is a list of the positions. —— During 2003 the Board ofStatutory Auditors of Autostrade – Concessioni e Costruzioni Autostrade SpA (later named Autostrade SpA, aftermerger) met nine times before merger. The Board of Statutory Auditors of Autostrade SpA met five 5 times aftermerger.

N.B.: According to Autostrade SpA’ s Corporate Governance Code, a Committee for the appointment of Directorswill not be established, because, as set forth by the Company’s Bylaws, the Board of Directors is appointed incompliance with a transparent procedure and shareholders may not raise objections when proposing the candi-dates.

The independent auditing firm reviews the half-year report and audits the financial statements of Autostrade.

—— The Board of Statutory Auditors and the auditing firm shall periodically exchange information and data ontheir respective controls. —— Through its Finance Department, the Company manages relations with institutionalinvestors and stakeholders. The Company has also sought to foster greater dialogue with its stakeholders bymeans of a website dedicated to investors (www.ir.autostrade.it) which provides economic and financialinformation (financial statements, company reports, presentations to the financial community, bulletins on shareperformance) as well as other information of interest to stakeholders (corporate bodies, company bylaws,regulations for shareholders’ meetings, information on corporate governance, a presentation and map of theAutostrade Group). —— Note that the regulations governing Shareholders' Meetings have been annexed to theBylaws and approved by the Shareholders' Meeting itself.

—

—

FUNC

TION

MEM

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BOAR

D OF

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BLE

1: S

TRUC

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OF

THE

BoD

AND

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ittee

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of o

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who

do

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the

BoD.

[2

] Thi

s co

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n re

port

s th

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of d

irect

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at th

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and

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(Dat

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ADVI

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S [3

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]

Chai

rman

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[*]

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mpa

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’s By

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tran

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(vot

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list).

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X XX X X

X X X X X X X X X X X X X

X X X

100

100

100

X X X

100

100

100

X X X X

100

100

100 60 80 100 80 100

100 33 100 80 100 80 100

2 3 13 17 1 2 2 5 5 2 1 7 12 2

REM

UNER

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[1]

ADVI

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X10

0

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152/153

Chairman Trotter Alessandro 100 2Standing Statutory Auditor [*] Gallo Franco 60 Standing Statutory Auditor Miglietta Angelo 67 2Standing Statutory Auditor Quaglia Giovanni 80Standing Statutory Auditor [*] Spadacini Marco 20 5Alternate [*] Giunta Giovanni 2Alternate Genta Giandomenico No. of meetings held during the calendar year: 5 (data on after-merger meetings as against an annual total of 14 meetings)Right to submit the lists only to shareholders who, alone or with other shareholders, account for 1% of the voting shares at the Ordinary Shareholders’ Meeting (Art. 30 of the Company’s Bylaws)[*] The asterisk indicates if the director has been appointed through lists submitted by the minority.[1] This column reports the number of functions as director or statutory auditor held by the individual concerned at other companies listed on the Italian regulated markets (for the list of functions see Appendix B).

TABLE 2: BOARD OF STATUTORY AUDITORS (APPOINTED FROM 26 NOVEMBER 2003)FUNCTION MEMBERS PERCENTAGE OF ATTENDANCE

AT BOARD MEETINGSNO. OF OTHER FUNCTIONS [1]

154/155

DELEGATION SYSTEM AND RELATED PARTY TRANSACTIONS The BoD assigned delegations and set out: A limitations XB how to exercise delegations XC and how often may information be disclosed? XHas the BoD reserved itself the scrutiny and approval of particularly significanteconomic and financial operations (including related party transactions)? XHas the BoD set out guidelines and criteria to identify X Guidelines are currently “significant” operations? being developed Are these guidelines and criteria dealt with in the report? X Guidelines are currently being developed

Has the BoD identified special procedures designed to examine X Procedures are currently and approve related party transactions? being developed Are the procedures for approving related party transactions X Procedures are currently described in the report? being developed

PROCEDURES OF THE LATEST APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS Were nominations as director submitted at least ten days ahead? XWere nominations as director accompanied by exhaustive information? XWere nominations as director accompanied by evidence of his/her quality of being independent? X Were nominations as statutory auditor filed at least ten days ahead? XWere nominations as statutory auditor accompanied by exhaustive information? X

MEETINGS Has the Company approved meeting regulations? XAre regulations attached to the report (or is there any indication of where Xregulations may be taken/downloaded)?

INTERNAL CONTROL Has the Company appointed persons in charge of internal control? XAre the persons in charge of internal control not placed hierarchically under any person responsible for operational areas XOrganisational Unit in charge of Internal Control (Art. 9.3 of the Code) Internal Auditing

INVESTOR RELATIONS Has the Company appointed a person in charge of Investor Relations? XOrganisational Unit and details (address/telephone/fax/e-mail) of the head of Investor Relations

TABLE 3: OTHER PROVISIONS OF THE CORPORATE GOVERNANCE CODEYES NO SUMMARY OF REASONS

FOR THE CODE MIGHT HAVE BEEN DEPARTED

Investor RelationsVia A. Bergamini, 50 - 00159 Rome (Italy)Tel./Fax + 39 06 43634789 e-mail: [email protected]

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Gros-Pietro Gian Maria • Chairman of Autostrade per l’Italia SpA • Director of Quantica SGR

Gamberale Vito • Managing Director of Autostrade per l’Italia SpA • Director of Schemaventotto SpA • Director of Acesa Infraestructuras SA

Benetton Gilberto • Chairman of Autogrill SpA • Chairman of Edizione Holding SpA • Deputy Chairman of Telecom Italia SpA • Director of Abertis Infraestructuras SA • Director of Banca Antoniana Popolare Veneta • Director of Benetton Group SpA • Director of Beni Stabili SpA • Director of HMS Host Corp. • Director of Lloyd Adriatico SpA • Director of Mediobanca SpA • Director of Olimpia SpA • Director of Pirelli & C. SpA • Director of Schemaventotto SpA

Borrini Amerigo • Chairman of Generali Horizon • Director of Banca Generali • Director of Gefina International Ltd. (GB) • Director of Generali Asset Management SGR • Director of Generali Finance B.V. (NL) • Director of Generali (Schweiz) Holding (Zurich) • Director of Generali Vita • Director of Genertel • Director of Graafshap Holland N.V. (NL) • Director of Intesa Previdenza SIM • Director of Ital TBS • Director of Migdal (Tel Aviv) • Director of Premuda SpA • Director of Redoze Holding N.V. (NL) • Director of Transocean Holding Corp. (New York) • Director of 21 Investimenti SpA • Director of Finanziaria Internazionale Holding

Cassese Sabino • Chairman of Banco di Sicilia SpA

Cera Roberto • Director of Schemaventotto SpA • Director of Autostrade per l’Italia SpA

Clo Alberto • Director of ASM Brescia SpA • Director of ENI SpA

De Simoi Sergio • Director of Benetton Group SpA • Director of Schemaventotto SpA • Director of 21 Investimenti SpA • Director of 21 Investimenti Partners SpA • Standing Statutory Auditor of Olimpia SpADi Salvo Piero

Fainé Casas Isidro • Chairman of Abertis Infraestructuras SA • Deputy Chaiman of Telefonica SA • General Manger of Caja de Ahorros y Pensiones de Barcelona • Director of Brisa Auto-estradas de Portugal S.A. • Director of CaixaBank France

Fassone Antonio • Director of Schemaventotto SpA • Director of Fondazione CRT

(continued)

LIST OF OTHER OFFICES HELD BY DIRECTORS AT OTHER COMPANIES LISTED ON ITALIAN AND FOREIGN REGULATED MARKETS, FINANCE COMPANIES, BANKS, INSURANCE ENTERPRISES OR OTHER BIG COMPANIES

OTHER OFFICESDIRECTOR

APPENDIX A

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Ferrarini Guido • Director of Telecom Italia SpA

Guidi Guidalberto • Chairman and Managing Director of Ducati energia SpA • Chairman of F.G.F. SpA • Chairman of EsseDiEsse SpA • Chairman of Il Sole 24 Ore SpA • Director of Lloyd Adriatico SpA • Director of Interbanca SpA • General Partner of Finconsulting Sas

Mion Gianni • Managing Director of Edizione Holding SpA • Managing Director of Schemaventotto SpA • Director and Deputy Chairman of TIM SpA. • Director of Autogrill SpA. • Director of Banca Antoniana Popolare Veneta SpA • Director of Benetton Group SpA • Director of Fondazione Cassa di Risparmio di Venezia. • Director of HMS Host Corp. • Director of Olimpia SpA • Director of Telecom Italia Media SpA • Director of Telecom Italia SpA • Director of 21 Investimenti SpA

Piaggio Giuseppe • Chairman of Schemaventotto SpA • Director of Autostrade per l’Italia SpA

OTHER OFFICESDIRECTOR

Trotter Alessandro • Director of Immobiliare Lombarda SpA • Standing Statutory Auditor of SMI SpA

Gallo Franco

Miglietta Angelo • Director of Esprinet SpA • Standing Statutory Auditor of Beni Stabili SpA Quaglia Giovanni

Spadacini Marco • Director of Mondadori SpA • Standing Statutory Auditor of Fondiaria SAI Assicurazioni SpA • Standing Statutory Auditor of IMMSI SpA • Standing Statutory Auditor of SNIA SpA • Standing Statutory Auditor of SORIN SpA

Giunta Giovanni • Chairman of the Board of Statutory Auditors of Banca Popolare di Milano scrl • Chairman of the Board of Statutory Auditors of Centenari e Zinelli SpA

Genta Giandomenico

OTHER OFFICESSTATUTORY AUDITOR

LIST OF OTHER OFFICES HELD BY STATUTORY AUDITORS AT OTHER COMPANIES LISTED ON ITALIAN REGULATED MARKETS

APPENDIX B

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PROPOSALS OF AUTOSTRADE SpA SHAREHOLDERS’ MEETING

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Shareholders,

as a conclusion of the above, we invite you to:• discuss and approve the Directors’ Report and the Financial Statements at 31 December 2003 which show anet profit of €5,228,207,142;•allocate a portion of €261,410,358 of the net profit for the year to the legal reserve;•allocate a portion of the net profit for the year (€177,230,583) to shareholders in the form of a dividend of €0.31on each of the 571,711,557 shares with a par value of €1.00 each. All shares are dividend-bearing ordinary sha-res taking account that, following the exercise of the remaining 24,700 options, as from 12 March 2004Autostrade SpA’s share capital rose by €24,700 and now amounts to €571,711,557;•allocate the residual profit for the year of €4,789,566,201 to the extraordinary reserve;•set the date after 27 May 2004 from which the dividend will be paid, detaching coupon no. 1 commencing 24May 2004.

The Board of Directors

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AUTOSTRADE SpA FINANCIAL STATEMENTS 2003NOTES, BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

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BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OFAUTOSTRADE SpA AT 31 DECEMBER 2003

NOTES TO THE STATUTORY FINANCIAL STATEMENTSGENERAL ASPECTSBASIS OF ACCOUNTINGBALANCE SHEET AND PROFIT ANDLOSS ACCOUNT INFORMATIONBALANCE SHEET - ASSETSBALANCE SHEET - LIABILITIES AND EQUITYPROFIT AND LOSS ACCOUNT PROFIT AND LOSS ACCOUNT OF AUTOSTRADE PER L’ITALIA SpA AT 31 DECEMBER 2003OTHER SUBSIDIARIES AND ASSOCIATED COMPANIESTANGENZIALE DI NAPOLI SpAAUTOSTRADA TORINO-SAVONA SpASOCIETÀ AUTOSTRADA TIRRENICA pAAUTOSTRADE MERIDIONALI SPA SOCIETÀ ITALIANA PER AZIONI PER IL TRAFORO DEL MONTE BIANCO RACCORDO AUTOSTRADALE VALLE D’AOSTA SpAAUTOSTRADE INTERNATIONAL SpAAUTOSTRADE INTERNATIONAL U.S. HOLDINGS Inc.AND SUBSIDIARIESAUTOSTRADE PARTICIPATIONS SAPAVIMENTAL SpASPEA INGEGNERIA EUROPEA SpASITECH SpAINFOBLU SpAEUROPPASS LKW-MAUTSYSTEM GmbH STRADA DEI PARCHI SpAESSEDIESSE SpATOWERCO SpACONSORZIO PER LA VALORIZZAZIONE AMBIENTALEDELLE GRANDI INFRASTRUTTURE VIARIEAUTOSTRADA PEDEMONTANA LOMBARDA SpASABA ITALIA SpACONSORZIO AUTOSTRADE ITALIANE ENERGIAPASSANTE DEL NORD-EST ScpANUOVA ROMEA SpAPEDEMONTANA VENETA SpATANGENZIALI ESTERNE DI MILANO SpA

AUTOSTRADE SpAFINANCIAL STATEMENTS 2003 / CONTENTS

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BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF AUTOSTADE SpA AT 31 DECEMBER 2003

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• Balance Sheet at 31 December 2003 and 31 December 2002 in euros• Profit and Loss Account 2003 and 2002 in euros• Balance Sheet at 31 December 2003 and 31 December 2002 in thousands of euros• Profit and Loss Account 2003 and 2002 in thousands of euros

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SUBSCRIBED CAPITAL UNPAID FIXED ASSETS INTANGIBLE ASSETS Start-up, formation and similar costs 3,838 5,118 Industrial patent and intellectual property rights Concessions, licences, trademarks and similar rights Assets under development and payments on account 3,068,409 Other intangible assets 3,072,247 3,533,540 3,538,658TANGIBLE ASSETS Land and buildings 10,063,711 Industrial and sales equipment Assets to be relinquished Other tangible assets Assets under construction and payments on account Assets under construction: • Motorways under construction • Assets not to be relinquished in course of construction Advances 10,063,711NON-CURRENT FINANCIAL ASSETS Equity investments in: Subsidiaries 6,103,955,671 5,310,876 Associated companies 10,964,731 Other companies 608,065 6,115,528,467 5,310,876 Payments for investments 120,656,134 Non-current accounts receivable [*] From subsidiaries 6,500,000,000 From others: • Grants and subsidies from the government and other public entities • Sundry 3,641 6,500,003,641 Other securities 12,736,188,242 5,310,876TOTAL FIXED ASSETS 12,749,324,200 8,849,534CURRENT ASSETS INVENTORIES Raw materials, supplies and consumable stores Contract work in progress ACCOUNTS RECEIVABLE [**] From customers 20,000,000 30,019,992 From subsidiaries 1,044,179,469 From associated companies From others: • Sundry 35,701,191 46,893,922 46,893,922 1,121,093,383 1,114 1,114 1,114 55,701,191FINANCIAL ASSETS Equity investments in associated companies CASH AND CASH EQUIVALENTS Cash at banks and post offices • Unpledged deposits 57,087 5,001,857 • Pledged deposits 21,074,577 21,131,664 5,001,857 Cash and cash equivalents on hand 21,131,664 407 5,002,264TOTAL CURRENT ASSETS 1,142,225,047 5,003,378ACCRUED INCOME AND PREPAID EXPENSES Bond discounts and similar charges on loans Accrued income and other prepaid expenses 13,557,055 13,557,055TOTAL ASSETS 13,905,106,302 13,852,912[*] Due within one year. [**] Due after one year.

BALANCE SHEET (euros)ASSETS 31-Dec-2003 31-Dec-2002

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SHAREHOLDERS’ EQUITY SHARE CAPITAL 571,686,857 5,000,000 LEGAL RESERVE OTHER RESERVES Merger surplus 448,998,934 RETAINED EARNINGS 965 NET PROFIT FOR THE YEAR 5,228,207,142 965 6,248,893,898 5,000,965PROVISIONS FOR LIABILITIES AND CHARGES Provision for taxes 167,834 Other provisions: Provision for sundry litigation 12,160,984 12,328,818EMPLOYEE TERMINATION INDEMNITY 555,587ACCOUNTS PAYABLE [**] [**] Bonds Amounts due to banks: Medium and long-term debt 6,500,000,000 6,500,000,000 Short-term debt 6,500,000,000 Suppliers 11,677,159 7,055,947 Subsidiaries 52,338,315 Associated companies Parent companies 250 200,000 Taxes payable: Balance of income taxes for the period 1,062,400,662 Other taxes 490,305 1,062,890,967 Amounts owing to social security institutions 1,505,067 Other accounts payable 1,160,198 7,629,571,956 7,255,947 6,500,000,000ACCRUED LIABILITIES AND DEFERRED INCOME Accrued liabilities and other deferred income 13,756,043 1,596,000TOTAL LIABILITIES AND EQUITY 13,905,106,302 13,852,912

MEMORANDUM ACCOUNTS Unsecured guarantees given: Sureties in favour of: Subsidiaries 223,746,224 Third parties 2,316,903 226,063,127 Collateral guarantees given: For third parties’ commitments: Of subsidiaries Of third parties For own commitments 4,997,828 4,997,828 Other: Guarantees given on behalf of the company 7,978,960,035 7,978,960,035TOTAL MEMORANDUM ACCOUNTS 226,063,127 7,983,957,863[**] Due after one year.

LIABILITIES AND EQUITY 31-Dec-2003 31-Dec-2002

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VALUE OF PRODUCTION Revenues from sales and services: Gross revenues from tolls 999,678,748 Portion of tolls to be paid to the government -42,055,544 Net revenues from tolls 957,623,204 Other revenues 88,888,298 1,046,511,502 Change in contract work in progress 722,804 Capitalisation of internal construction costs 10,643,558 Other revenues and income: Operating grants 12,102 Gains on disposal or transfer of assets 415,252 Other revenues 22,271,074 Fund transfer 22,698,428 1,080,576,292COSTS OF PRODUCTION Raw materials, supplies, consumable stores and merchandise 33,392,299 Services 181,007,098 4,345 Rent, leasing and similar costs 3,579,751 Personnel costs: Wages and salaries 122,429,952 Social security 38,662,918 Employee termination indemnity 8,714,928 Other costs 1,518,287 171,326,085 Amortisation, depreciation and write-downs: Amortisation of intangible assets 5,528,591 5,528,591 1,280 1,280 Depreciation of tangible assets: • Industrial depr. of assets not to be relinquished: Land and buildings 1,018,922 Industrial and sales equipment 4,458,035 Other tangible assets 11,328,023 • Assets to be relinquished Industrial 21,120,966 Financial 66,614,280 104,540,226 110,068,817 1,280 Other write-downs of non-current assets Write-downs of current accounts receivable and cash and cash equivalents 6,554,835 116,623,652 1,280 Change in inventories of raw materials, supplies, consumable stores and merchandise -867,026 Other accruals/utilization: Prov. for costs of rest. or replacement of assets to be relinquished: • Accrued during the period 186,764,000 • Utilized during the period -129,644,000 57,120,000 Prov. for sundry litigation 57,120,000 Sundry operating costs Losses on disposal or transfer of assets 710,710 Concession fees 10,121,144 Other charges 15,280,747 26,112,601 486 486 -588,294,460 -6,111 Operating profit 492,281,832 -6,111 (continued)

PROFIT AND LOSS ACCOUNT (Euros) 2003 2002

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FINANCIAL INCOME AND CHARGES Income from equity investments Dividends from subsidiaries 30,350,533 Dividends from associated companies Dividends from other companies 15,278,372 Other income from equity investiments 36,196,078 81,824,983 Other financial income: Non-current accounts receivable • From Subsidiaries 8,192,584 • From others 190,163 8,382,747 Financial fixed assets other than equity investiments 17,224 Income other than the above • Interest and commission income from subsidiaries 208,430,602 • Interest and commission income from others and sundry income 22,807,076 231,237,678 239,637,649 8,765 8,765 8,765 Interest expense and other financial charges Interest expense and other charges to subsidiaries 5,526,155 Interest and commission expense to others and sundry charges: • Int. and commission expense on bonded loans 1,425,455 • Int. and commission expense to banks 395,539,256 44 • Int. and commission expense to other lenders 71,924 • Foreign exchange losses 30,823 • Int. and commission expense and sundry charges 57,521,252 • Provision for possible non-recoveries on overdue interest 454,588,710 -460,114,865 44 -44TOTAL FINANCIAL INCOME AND CHARGES -138,652,233 8,721VALUE ADJUSTMENTS TO FINANCIAL ASSETS Revaluations of equity investments 725,822 Write-downs of equity investmentsi -18,216TOTAL VALUE ADJUSTMENTS 707,606EXTRAORDINARY INCOME AND CHARGES Extraordinary income Release of tax provisions Recovery of prior years’ taxes Other period income and non-existent assets 3,240,580 Capital gains on disposal of equity investments 25,648,273 Capital gains on transfer 6,327,914,589 6,356,803,442 Extraordinary charges Other period losses and non-existent liabilities 2,358,260 Prior years’ taxes 594,127 Other non-operating charges Incentive bonus (employee reduction plan) 6,592,118 -9,544,505TOTAL EXTRAORDINARY ITEMS 6,347,258,937PROFIT (LOSS) BEFORE TAXES 6,701,596,142 2,610 Income taxes for the year Current taxes 1,277,550,000 Deferred taxes 195,839,000 1,473,389,000 1,645 1,645NET PROFIT (LOSS) FOR THE YEAR 5,228,207,142 965

2003 2002

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SUBSCRIBED CAPITAL UNPAID FIXED ASSETS INTANGIBLE ASSETS Formation, start-up and similar costs 4 5 Industrial patents and intellectual property rights Concessions, licences, trademarks and similar rights Assets under development and payments on account 3,068 Other intangible assets 3,072 3,533 3,538TANGIBLE ASSETS Land and buildings 10,064 Industrial and sales equipment Assets to be relinquished Other tangible assets Assets under construction and payments on account Assets under construction: • Motorways under construction • Assets not to be relinquished in course of construction Advances 10,064FINANCIAL ASSETS Equity investments in: Subsidiaries 6,103,956 5,311 Associated companies 10,965 Other companies 608 6,115,529 5,311 Payments for investments 120,656 Non-current accounts receivable [*] [*] From subsidiaries 6,500,000 From others: • Sundry 4 6,500,004 Other securities 12,736,189 5,311TOTAL FIXED ASSETS 12,749,325 8,849CURRENT ASSETS INVENTORIES Raw materials, supplies and consumable stores Contract work in progress CURRENT ACCOUNTS RECEIVABLE [**] [**] From customers 20,000 30,020 From subsidiaries 1,044,179 From associated companies From others: • Sundry 35,701 46,894 1,121,093 2 2 55,701CASH AND CASH EQUIVALENTS Cash at banks and post offices • Unpledged deposits 57 5,002 • Pledged deposits 21,075 21,132 5,002 Cash and cash equivalents on hand 21,132 5,002TOTAL CURRENT ASSETS 1,142,225 5,004ACCRUED INCOME AND PREPAID EXPENSES Bond discounts and similar charges on loans Accrued income and other prepaid expenses 13,557 13,557TOTAL ASSETS 13,905,107 13,853[*] Due within one year. [**] Due after one year.

BALANCE SHEET (thousands of euros)ASSETS 31-Dec-2003 31-Dec-2002

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SHAREHOLDERS’ EQUITY SHARE CAPITAL 571,687 5,000 LEGAL RESERVE OTHER RESERVES Merger surplus 448,999 RETAINED EARNINGS 1 NET PROFIT FOR THE YEAR 5,228,207 1 6,248,894 5,001 PROVISIONS FOR LIABILITIES AND CHARGES Provision for taxes 168 Other provisions: Provision for sundry litigation 12,161 12,161 12,329EMPLOYEE TERMINATION INDEMNITY 556ACCOUNTS PAYABLE [**] [**] Bonds Amounts due to banks: Medium and long-term debt 6,500,000 6,500,000 Short-term debt 6,500,000 Suppliers 11,677 7,056 Subsidiaries 52,338 Associated companies Parent companies 200 Taxes payable: Balance of income taxes for the year 1,062,402 Other taxes 490 1,062,892 Amounts owing to social security institutions 1,505 Other accounts payable 1,160 7,629,572 7,256 6,500,000ACCRUED LIABILITIES AND DEFERRED INCOME Accrued liabilities and other deferred income 13,756 1,596TOTAL LIABILITIES AND EQUITY 13,905,107 13,853

MEMORANDUM ACCOUNTS Unsecured guarantees given: Sureties in favour of: Subsidiaries 223,746 Third parties 2,317 226,063 Collateral guarantees given: For own commitments 4,998 Other: Guarantees given on behalf of the company 7,978,960 7,978,960TOTAL MEMORANDUM ACCOUNTS 226,063 7,983,958[**] Due after one year.

LIABILITIES AND EQUITY 31-Dec-2003 31-Dec-2002 Auto

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VALUE OF PRODUCTION Revenues from sales and services: Gross revenues from tolls 999,679 Portion of tolls to be paid to the government -42,056 Net revenues from tolls 957,623 Other revenues 88,888 1,046,511 Change in contract work in progress 723 Capitalisation of internal construction costs 10,644 Other revenues and income: Operating grants 12 Gains on disposal or transfer of assets 415 Other revenues 22,271 Fund transfer 22,698 1,080,576COSTS OF PRODUCTION Raw materials, supplies, consumable stores and merchandise 33,392 Services 181,007 4 Rent, leasing and similar costs 3,580 Personnel costs: Wages and salaries 122,430 Social security 38,663 Employee termination indemnity 8,715 Other costs 1,518 171,326 Amortisation, depreciation and write-downs: Amortisation of intangible assets 5,528 1 Depreciation of tangible assets: • Industrial depr. of assets not to be relinquished: Land and buildings 1,019 Industrial and sales equipment 4,458 Other tangible assets 11,328 • Assets to be relinquished Industrial 21,121 Financial 66,614 104,540 110,068 1 Other write-downs of non-current assets Write-downs of current accounts receivable and cash and cash equivalents 6,555 116,623 1 Change in inventories of raw materials, supplies, consumable stores and merchandise -867 Other accruals/utilization: Prov. for costs of rest. or replacement of assets to be relinquished: • Accrued during the period 186,764 • Utilized during the period -129,644 57,120 Prov. for sundry litigation 57,120 Sundry operating costs Losses on disposal or transfer of assets 711 Concession fees 10,121 Other charges 15,281 26,113 1 1 -588,294 -6 Operating profit 492,282 -6

(continued)

PROFIT AND LOSS ACCOUNT (thousands of euros) 2003 2002

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FINANCIAL INCOME AND CHARGES Income from equity investments Dividends from subsidiaries 30,351 Dividends from associated companies Dividends from other companies 15,278 Other income from equity investments 36,196 81,825 Other financial income Non-current accounts receivable • Subsidiaries 8,193 • Other companies 190 8,383 9 9 Financial fixed assets other than equity investments 17 Income other than the above • Interest and commission income from subsidiaries 208,431 • Interest and commission income from others and sundry income 22,806 231,237 239,637 9 Interest expense and other financial charges Interest expense and other charges to subsidiaries: 5,526 Interest and commission expense to others and sundry charges: • Interest and commission expense on bonded loans 1,425 • Interest and commission expense to banks 395,539 • Interest and commission expense to other lenders 72 • Foreign exchange losses 31 • Foreign exchange losses due to euro conversion • Interest and commission expense and sundry charges 57,521 • Provision for possible non-recoveries on overdue interest 454,588 -460,114TOTAL FINANCIAL INCOME AND CHARGES -138,652 9VALUE ADJUSTMENTS TO FINANCIAL ASSETS Revaluations of equity investments 726 726 Write-downs of equity investments -18 -18TOTAL VALUE ADJUSTMENTS 708EXTRAORDINARY INCOME AND CHARGES Extraordinary income Release of tax provisions Other period income and non-existent assets 3,240 Capital gains on disposal of equity investments 25,648 Capital gains on transfer 6,327,915 6,356,803 Extraordinary charges Other losses and non-existent liabilities 2,359 Taxes related to prior years’ 594 Other non-operating charges Incentive bonus (employee reduction plan) 6,592 -9,545TOTAL EXTRAORDINARY ITEMS 6,347,258 Profit (loss) before taxes 6,701,596 3 Income taxes for the year Current taxes 1,277,550 Deferred taxes 195,839 1,473,389 2 2NET PROFIT (LOSS) FOR THE PERIOD 5,228,207 1

2003 2002

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NOTES TO THE STATUTORY FINANCIAL STATEMENTS

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GENERAL ASPECTS

The Company was formed on 11 June 2002 and actually started operations on 6 December 2002 with the launchof a Public Purchase Offering (PPO) for the shares of the former Autostrade – Concessioni e Costruzioni AutostradeSpA. —— As described in the Directors’ Report on Operations, following the extraordinary transactions ofcorporate restructuring of 2003, the Company has incorporated the subsidiary Autostrade SpA (formerlyAutostrade Concessioni e Costruzioni Autostrade SpA), has taken on its name and has become a listed holdingcompany with the purpose of guiding and coordinating the operating investee companies. —— The amounts inthe various captions of the Balance Sheet and these notes highlight the effects arising from the extraordinarytransactions of corporate restructuring realised by the Group as part of the restructuring plan. —— Morespecifically, the transfer of the motorway business, operated under concession, and effective 1 July 2003, to thesubsidiary Autostrade per l’Italia, has affected the accounting records of the incorporated Autostrade SpA, whichon 1 July 2003 transferred the assets and liabilities of its operating segments. The merger with Autostrade SpAon 22 September 2003, with retroactive effect from 1 January 2003, has determined the accounting effects typicalof mergers. —— Therefore, comparison with prior year’s balances is not significant, this also because of the pre-merger figures at 31 December 2002 reflecting only the start-up phase of the Company. —— Information onoperations, period and post-period significant events, intra-group relations and Directors’, Statutory Auditors’and General Managers’ fees (CONSOB Regulation adopted by Resolution No. 11971/1999) is provided in therelevant sections of the Overview of Operations.

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BASIS OF ACCOUNTING

Items, value adjustments and translation of figures originally denominated in a foreign currency have beenaccounted for in agreement with the provisions of the Italian Civil Code, including the valuation criteria containedin Article 2426. For valuation criteria not indicated in Article 2426, the national and international accountingstandards recommended by CONSOB have been applied. —— The accounting policies set out below are those thatwere applied in preparing the 2002 financial statements. —— The merger of the former Autostrade SpA wasaccounted for using the so-called “Purchase Method” discussed in “IFRS 22 – Business Combination”, whichstates that acquisitions should be accounted for at cost, recognising identifiable assets and liabilities of themerged company at the date of the merger at their fair value. —— The main accounting policies used aredescribed below.

“Intangible assets” are stated at cost and amortised over their useful lives, which ranges on a case-by-casebasis from a minimum of 3 to a maximum of 36 years. —— Intangible assets resulting from the merger are statedat their carrying value as reported in the incorporated company’s accounts.

“Tangible assets” are stated at purchase and construction cost and include monetary revaluations made inaccordance with specific law provisions. —— Tangible assets resulting from the merger are stated at theircarrying value as reported in the merged company’s accounts.

Maintenance costs relating to the operation of assets to be relinquished during the first six months have beencharged to the profit and loss account. The use of the “provision for costs of restoration and replacement of assetsto be relinquished” (first six months) is shown in a specific line of “Other provisions/utilisation” in the Profit andLoss Account. The provision was also used to cover routine maintenance costs to ensure they are tax deductible.Such provision was transferred in the context of the contribution in kind to Autostrade per l’Italia SpA as part ofthe Progetto Mediterraneo. —— Depreciation of industrial buildings was determined applying the highest ordinarytax rates, deemed representative of the economic useful life of the assets, reduced by a half for new investmentsmade during the year, as this rate is deemed to be consistent with the wear and tear of such assets.

Equity investments are recognised as “Non-Current Assets” or “Current Assets”, depending on whether they aredeemed long-term investments or not. —— Pursuant to Article 2426 of the Italian Civil Code, non-currentfinancial assets in subsidiaries and associated companies are stated at cost, as reduced for any permanentlosses incurred or expected in the near future by the subsidiary or associated company and deemed unlikely to beoffset by profits in the immediate future. —— The original value is restored as soon as the causes of the write-down no longer subsist. —— “Other equity investments” are valued following the same methodology as above. —— Dividends are accounted for when received, gross of the tax credit, which is included as other income fromequity investments.

Receivables are classified either as non-current or current financial assets depending on their characteristics.They are stated at their nominal value and adjusted, if necessary, to net realisable value through a specific“provision for bad debts”.

These are accrued to cover charges that are either certain or likely to be incurred, but whose amounts and dateswere still undetermined at year end. —— The “provision for taxes” relates to “Deferred taxes” and is determinedas reported in the section “Taxes” below. —— The ‘provision for sundry litigation’ is accrued to cover contractualand fiscal potential liabilities.

INTANGIBLEASSETS

TANGIBLEASSETS

EQUITY INVESTMENTS

ACCOUNTS RECEIVABLE

PROVISIONS FORLIABILITIES ANDCHARGES

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Employee termination indemnity is calculated pursuant to Article 2120 of the Italian Civil Code, and is adequateto cover the accrued payments to which employees were entitled at year end, net of advance payments made andsubstitute taxes on revaluations.

Accounts payable are stated at nominal value, which is deemed to represent the estimated pay-off value.

These relate to portions of costs and income for the year, common to two or more years, determined according tothe accruals method of accounting.

These are determined by the accruals method of accounting.

Income taxes for the period are determined on the basis of a realistic forecast of taxes to be paid, in accordancewith the applicable tax laws. —— Taxes payable are taken to liabilities in the balance sheet, net of advances paid,withholding taxes applied and tax credit on dividends, if any. —— The positive balance, if existing, is taken toassets in the balance sheet as “accounts receivable from others”. —— Deferred tax liabilities resulting fromtemporary differences are not recognised only if the liability is unlikely to occur and are credited to the provisionfor taxes. —— Future tax benefits from tax losses brought forward or deferred tax assets from temporarydifferences are recognised only if it is reasonably certain that they will be realised in the future.

Financial instruments existing at the end of the period are valued at cost, as they were specifically put into placeto hedge the interest rate risk on financial debts. —— The relevant profits and losses are charged to the profitand loss account on an accrual basis.

Concerning guarantees given and commitments, it should be noted that:• guarantees reflect the unpaid balance of the loan or other obligations;• purchase or sale commitments are determined on the basis of any residual obligation to perform under opencontracts.

The balance sheet and profit and loss account are stated in euros and rounded off to exclude fractions of euros,in accordance with Article 16 paragraph 8 of Legislative Decree 213 of 24 June 1998 and Article 2423, paragraph5 of the Italian Civil Code. —— The notes to the balance sheet and profit and loss account are expressed inthousands of euros.

EMPLOYEETERMINATIONINDEMNITY

ACCOUNTS PAYABLE

ACCRUALS ANDDEFERRALS

REVENUES AND COSTS

TAXES

FINANCIALINSTRUMENTS

MEMORANDUMACCOUNTS

OTHER INFORMATION

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FIXED ASSETS €/Thousand 12,749,325 (8,849)

Intangible assets €/Thousand 3,072 (3,538) —— Below are movements in intangible assets for the period: merger injection (merger of Autostrade in NewCo28), €46,472 thousand;changes during the period: (€-27,480 thousand)• investments related to the two merged companies (€205,567 thousand);• disposals (€227,519 thousand);• amortisation (€5,528 thousand);elimination due to the contribution of the business units in the context of the group restructuring (€19,458thousand).

A breakdown of movements in individual items is provided in Appendix No. 1. —— Amortisation is considered inthe relevant section of the profit and loss account. —— With respect to the individual items that make up theaggregate, we note the following:

START-UP, FORMATION, AND SIMILAR COSTS €/Thousand 4 (5) —— These relate to the costs, net of relatedamortisation, incurred in the formation of NewCo28, the conversion from a liability company (Srl) to a joint-stockcompany (SpA) and the changes to the by-laws. The amortisation charge for the period is €1 thousand.

ASSETS UNDER DEVELOPMENT AND PAYMENTS ON ACCOUNT €/Thousand 3,068 (0) —— These relate to the costsof acquiring leasehold rights on a number of parking areas in the Municipality of Florence, which successively willbe transfered to an operating company, following the commitment assumed by the merged Autostrade SpA to co-finance the construction of parking facilities as part of the Florence access route project included in theAutostrade – ANAS agreement. —— The amount reflects the injection due to the merger of Autostrade.

OTHER INTANGIBLE ASSETS _€/Thousand 0 (3,533) —— The 2002 amounts related to costs incurred by theCompany to obtain the loan agreements necessary to purchase the equity investment in Autostrade. These costswere charged to the profit and loss account in 2003.

BALANCE SHEETASSETS

BALANCE SHEET AND PROFIT AND LOSS ACCOUNT INFORMATIONAMOUNTS IN BRACKETS ARE THOSE OF THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2002

——

—

ITEM

S / S

UBIT

EMS

31-D

ec-2

002

COST

AMOR

TISAT

ION

BOOK

VALU

E

MER

GER

INJE

CTIO

N

COST

AMOR

TISAT

ION

BOOK

VALU

E

CONT

RIBU

TION

IN K

IND

AUTO

STRA

DE P

ER L

’ITAL

IACO

STAM

ORTIS

ATIO

NBO

OKVA

LUE

31-D

ec-2

003

COST

AMOR

TISAT

ION

BOOK

VALU

E

CHAN

GE F

OR T

HE Y

EAR

ACQU

ISIT

ION

/CAP

ITAL

ISA.

DISP

OSAL

S/E

LIMIN

ATIO

NSRE

CLAS

SIFI

-CA

TION

SAM

ORTIS

ATIO

N

INTA

NGIB

LE A

SSET

S (A

PPEN

DIX

N0. 1

) (Th

ousa

nds

of e

uros

)

Form

ation

, sta

rt-up

and

sim

ilar c

osts

6

-1

5

-1

Indu

stria

l pat

ent a

nd in

telle

ctua

l

pro

perty

righ

ts

7,

803

-3,8

63

3,94

0 1,

634

-1,3

51Co

nces

sion

s, li

cenc

es, t

rade

mar

ks

a

nd s

imila

r rig

hts

26,8

56

-2,6

85

24,1

71

718

-24,

653

-2

36As

sets

und

er d

evel

opm

ent

a

nd p

aym

ents

on

acco

unt

3,

068

3,

068

4,61

6 -4

,587

Othe

r int

angi

ble

asse

ts:

L

ease

hold

impr

ovem

ents

19,0

07

-13,

045

5,96

2 57

-7

52

Sof

twar

e

49,0

86

-42,

511

6,57

5 3,

503

-2,6

60

Tec

hnic

al a

rchi

ve o

f wor

ks

27

,700

-2

4,94

4 2,

756

293

-528

A

dditi

onal

cha

rges

on

le

asin

g co

ntra

cts

3,

533

3,

533

-3,5

33

3,53

3

3,53

3 95

,793

-8

0,50

0 15

,293

3,

853

-3,5

33

-3

,940

TOTA

L

3,

539

-1

3,53

8 13

3,52

0 -8

7,04

8 46

,472

10

,821

-3

2,77

3

-5,5

28

6

-2

4

-9

,437

5,

214

-4,2

23

-2,9

21

2,92

1

-29

-2

9 3,

068

3,

068

-19

,064

13

,797

-5

,267

-52

,589

45

,171

-7

,418

-27

,993

25

,472

-2

,521

-99

,646

84

,440

-1

5,20

6 -1

12,0

33

92,5

75

-19,

458

3,07

4 -2

3,

072

178/179

Auto

srad

e Sp

A Fin

ancia

l sta

tem

ents

200

3

——

—

——

—

Tangible assets €/Thousand 10,064 (0) —— This item includes all of the tangible assets held at the Company,net of accumulated depreciation. —— Changes in tangible assets during the period were as follows: Autostrade merger injection (€4,134,300 thousand);changes for the period (€33,205 thousand):• investments (€148,368 thousand);• disposals (€42,343 thousand);• grants for assets to be relinquished (€845 thousand);• depreciation (€104,540 thousand);• release of accumulated depreciation (€32,565 thousand);contribution of the value of tangible assets to Autostrade per l’Italia, net of accumulated depreciation and grants(€4,157,441 thousand).

Movements in single items are shown in detail in Appendix No. 2. —— Tangible assets include:

LAND AND BUILDINGS €/Thousand 10,064 (0) —— These include the buildings in Rome, Via Nibby 20 (€2,054thousand) and Villa Fassini (€8,010 thousand), which were purchased after the merger of Autostrade. —— Theamount is the balance of:Autostrade merger injection (€26,978 thousand);changes for the period:• investments (€250 thousand);• depreciation (€1,019 thousand);contribution to Autostrade per l’Italia (€16,145 thousand).

ITEM

S/SU

BITE

MS

31-D

ec-2

002

GROS

S TA

NGIB

LE A

SSET

SCO

STRE

VALU

ATIO

NW

RITE

-DOW

NTO

TAL

FINA

NCIA

L

TANG

IBLE

ASS

ETS

AND

ACCU

MUL

ATED

DEP

RECI

ATIO

N (A

PPEN

DIX

N0. 2

) (Th

ousa

nds

of e

uros

)

Land

and

bui

ldin

gs:

Ind

ustri

al [1

]

14,1

44

Ind

ustri

al a

nd s

ales

equ

ipm

ent

Asse

ts to

be

relin

quis

hed:

L

and

Bui

ldin

gs

L

ight

con

stru

ctio

n

F

ixed

cons

truct

ions

Oth

er c

onst

ruct

ions

Tol

l col

lect

ion

inst

alla

tions

Othe

r tan

gibl

e as

sets

Asse

ts u

nder

con

stru

ctio

n

and

pay

men

ts o

n ac

coun

t:

A

sset

s un

der c

onst

ruct

ion:

•

Mot

orwa

ys u

nder

con

stru

c.

•

ass

ets n

ot to

be r

elinq

uish

ed

in

cour

se of

cons

truct

ion

Adva

nces

to s

uppl

iers

14,1

44[1

] Rev

alua

tion

unde

r Law

342

/200

0.

2,0

18

-4

,080

10

,064

-4

,080

10

,064

GRAN

TS F

ORAS

SETS

TO B

ERE

LINQ

UISH

ED

ACCU

MUL

. DEP

RECI

AT.

INDU

STRI

ALBO

OKVA

LUE

BOOK

VALU

E

31-D

ec-2

003

GROS

S TA

NGIB

LE A

SSET

SCO

STRE

VALU

ATIO

NW

RITE

-DOW

NFI

NANC

IAL

GRAN

TS F

ORAS

SETS

TO B

ERE

LINQ

UISH

ED

ACCU

MUL

. DEP

RECI

AT.

INDU

STRI

AL

(con

tinue

d)

180/181

Auto

srad

e Sp

A Fin

ancia

l sta

tem

ents

200

3

ITEM

S/SU

BITE

MS

MER

GER

INJE

CTIO

NRE

VALU

ED C

OST

GRAN

TSAC

CUM

ULAT

ED D

EPRE

CIAT

ION

INDU

STRI

ALTO

TAL

FINA

NCIA

L

CHAN

GE F

OR T

HE P

ERIO

D (C

ONTI

NUED

APP

ENDI

X N0

.2)

Land

and

bui

ldin

gs:

Ind

ustri

al

53

,534

-26,

556

26

,978

25

0

25

0Ind

ustri

al an

d sale

s equ

ipmen

t

112,

200

-9

3,49

9

18,7

01

604

4,34

7 -2

,715

2,

236

Asse

ts to

be

relin

quis

hed:

Lan

d

310,

737

-142

,104

16

8,63

3 2,

206

-2

,195

11

B

uild

ings

367,

749

-1,4

49

-1

85,3

72

180,

928

171

64

-10

225

L

ight

con

stru

ctio

ns

75,9

95

-6

2,51

8

13,4

77

888

-1

88

7

Fixe

d co

nstru

ctio

ns

7,

585,

470

-283

,002

-4,0

13,1

27

3,28

9,34

1 10

,807

2,

295

-2,8

16

10,2

86

-845

-845

O

ther

con

stru

ctio

ns

36

5,80

2

-321

,266

44,5

36

17,7

30

188

-31,

410

-13,

492

T

oll c

olle

ctio

n in

stal

latio

ns

1

21,9

55

-7

5,82

9

46,1

26

3,54

7

-550

2,

997

8,

827,

708

-284

,451

-4

59,6

13

-4,3

40,6

03

3,74

3,04

1 35

,349

2,

547

-36,

982

914

-845

-845

Othe

r tan

gibl

e as

sets

145,

365

-1

26,1

36

19

,229

8,

642

165

-2,6

46

6,16

1As

sets

und

er c

onst

ruct

ions

and

pay

men

ts o

n ac

coun

t:

A

sset

s un

der c

onst

ruct

ion:

• M

otor

ways

und

er c

onst

ruct

ion

34

5,13

1 -3

3,81

9

31

1,31

2 97

,795

-2

,547

95,2

48

• A

sset

s not

to b

e reli

nqui

shed

u

nder

cons

t. 4,

869

4,

869

936

-4,5

12

-3

,576

35

0,00

0 -3

3,81

9

31

6,18

1 98

,731

-7

,059

91,6

72

Adv

ance

s to

sup

plie

rs

10

,170

10,1

70

4,79

2

4,

792

36

0,17

0 -3

3,81

9

32

6,35

1 10

3,52

3 -7

,059

96,4

64TO

TAL

9,49

8,97

7 -3

18,2

70

-705

,804

-4

,340

,603

4,

134,

300

148,

368

-4

2,34

3 10

6,02

5 -8

45

-8

45

COST

INCR

EASE

STR

ANSF

ERS

AND

RECL

ASSI

F.DI

SPOS

ALS/

ELIM

INAT

IONS

TOTA

LGR

ANTS

INCR

EASE

SRE

CLAS

SIF.

TOTA

L

(cot

inue

d)

182/183

Auto

srad

e Sp

A Fin

ancia

l sta

tem

ents

200

3

ITEM

S/SU

BITE

MS

MER

GER

INJE

CTIO

NCH

ANGE

FOR

THE

PER

IOD

(CON

TINU

ED A

PPEN

DIX

N0.2

)CO

STGR

ANTS

ACCU

MUL

ATED

DEP

RECI

ATIO

NIN

DUST

RIAL

ACCR

UED

USED

TOTA

L

-1,

019

-

1,01

9

-39,

640

23

,495

-16,

145

-4,

458

2,40

7 -2

,051

-114

,436

95,5

50

-1

8,88

6

-2

,508

48

3 -2

,025

-3

10,7

48

144,

129

-166

,619

-3

,538

1

-3,5

37

-367

,974

1,

449

18

8,90

9 -1

77,6

16 -

1,14

3

-1,1

43

-7

6,88

2

63,6

61

-1

3,22

1

-60,

568

375

-60,

193

-7,5

95,7

56

283,

847

4,

073,

320

-3,2

38,5

89 -

9,10

6 26

,295

17

,189

-352

,310

304,

077

-4

8,23

3-1

0,87

2 40

0 -1

0,47

2

-124

,952

86,3

01

-3

8,65

1-2

1,12

1 26

,695

5,

574

-66,

614

859

-65,

755

-8,8

28,6

22

285,

296

454,

039

4,40

6,35

8 -3

,682

,929

-11,

328

2,60

4 -8

,724

-151

,526

134,

860

-1

6,66

6

FINA

NCIA

LAC

CRUE

DUS

EDTO

TAL

ELIM

INAT

ION

DUE

TO C

ONTR

IBUT

ION

IN K

IND

COST

GRA

NTS

A

CCUM

ULAT

ED D

EPRE

CIAT

ION

INDU

STRI

AL

FINA

NCIA

L

TOTA

L

-440

,379

33

,819

-4

06,5

60

-1

,293

-1,2

93

-4

41,6

72

33,8

19

-407

,853

-14,

962

-1

4,96

2

-4

56,6

34

33,8

19

-422

,815

-37,

926

31,7

06

-6,2

20

-66,

614

859

-65,

755

-9,5

90,8

58

319,

115

707,

944

4,40

6,35

8 -4

,157

,441

Land

and

bui

ldin

gs:

Ind

ustri

al

Ind

ustri

al an

d sale

s equ

ipmen

t

Asse

ts to

be

relin

quis

hed:

Lan

d

B

uild

ings

L

ight

con

stru

ctio

ns

F

ixed

cons

truct

ions

O

ther

con

stru

ctio

ns

Tol

l col

lect

ion

inst

alla

tions

Othe

r tan

gibl

e as

sets

Asse

ts u

nder

con

stru

ctio

ns

a

nd p

aym

ents

on

acco

unt:

A

sset

s un

der c

onst

ruct

ion:

• M

otor

ways

und

er c

onst

ruct

ion

• A

sset

s not

to b

e reli

nqui

shed

u

nder

cons

t.

Adv

ance

s to

sup

plie

rs

TO

TAL

Financial assets €/Thousand 12,736,189 (5,311) —— The caption increased by €12,730,878 thousand.

EQUITY INVESTMENTS €/Thousand 6,115,529 (5,311) —— Movements in single captions are shown in detail inAppendix No. 3. —— A list of equity investments in subsidiaries and associated companies, including theinformation required by Article 2427 of the Italian Civil Code, item 5), is disclosed in Appendix No. 4 which is atthe end of this section. —— Changes in equity investments during the period were as follows: Autostrade merger injection (€641,807 thousand);changes for the period:• purchase cost of equity investments (€6,593,329 thousand);• disposal (€285,447 thousand) of the equity investments in Autostrade Concessioni e Costruzioni purchasedfollowing the PPO;• elimination of equity investments in Autostrade SpA (€6,101,424 thousand);• equity investment in Autostrade per l’Italia following the contribution in kind (€8,104,700 thousand);• adjustments resulting from dividends and distribution of reserves (€7,493,626 thousand);• allocation of the merger deficit to the investment value of Autostrade per l'Italia (€4,992,873);contribution of the equity investments to Autostrade per l’Italia (€342,720 thousand).

Concerning the type of equity investments, the following should be noted:

EQUITY INVESTMENTS IN SUBSIDIARIES €/Thousand 6,103,956 (5,311) —— The Company has equity interests in:

• Autostrade per l’Italia SpA• TowerCo SpA• Autostrade Participations SA• Infoblu SpA• Sitech SpA (in liquidation)• Autostrade International SpA• Europpass Lkw – Mautsystem GmbH

——

—

184/185

Equity investments are listed in Appendix No. 5.Movements (+€6,098,645 thousand) in investments in subsidiaries during the period are broken down andanalysed below:• Autostrade per l’Italia SpA (€5,797,573 thousand), corresponding to 100% of the share capital of the newlyestablished company, which effective 1 July 2003 was given the concession of the motorway business. The valueof the equity interest reflects the net equity contributed on 1 July 2003 (€8,104,700 thousand), as adjusted toreflect the allocation of the share premium reserve resolved by the ordinary shareholders’ meeting on 16September 2003 (€7,300,000 thousand), and increased by allocating the merger deficit to the investment value(€4,992,873 thousand) arising from the incorporation of Autostrade SpA. The new value of the equity investmentstays significantly below the values determined by a recent appraisal carried out by a financial advisor.• TowerCo SpA (€20,100 thousand), corresponding to 100% of the share capital of the newly establishedcompany, to which the going concern of Tower Management of Autostrade SpA has been transferred (contributionvalue €20,000 thousand).• Autostrade Participations SA (€259,601 thousand): during the period Autostrade International purchased 49shares at a total price of €49 thousand. By this purchase, Autostrade’s ownership rose substantially to 100% (oneshare is owned by Spea SpA).• Autostrade International SpA (€20,665 thousand): during the period Autostrade purchased from AutostradeParticipations 398,350 shares at a total price of €2,150 thousand. This purchase rose its total ownership to 100%of the share capital.

The following equity investments acquired following the merger injection are unchanged:• 100% in Europpass Lkw – Mautsystem GmbH (€35 thousand); it should be noted that the book value in excessof the value determined under Article 2426 para. 1 of the Italian Civil Code has been maintained, becauseconsidering its future profitability prospects based on the prospective plans developed by the company such valuereflects Europass’s actual value; • 100% in Infoblu SpA (€4,920 thousand), the value results from the merger injection (€4,194 thousand) andwrite-back (€726 thousand) commented on in the profit and loss account;• 79.4% in Sitech SpA in liquidation (€1,062 thousand).

The amount of the prior year (€5,311 thousand) relates to the costs incurred by NewCo28 in connection with thepurchase cost of the investment in Autostrade Costruzioni e Concessioni SpA for the launch of the Purchase PublicOffer.

Pledge agreements have been made for the investments in Autostrade per l’Italia SpA, Autostrade InternationalSpA, Autostrade Participations SA and TowerCo SpA by way of security of the obligations under the loanagreements executed by the company on 26 November 2003.

EQUITY INVESTMENTS IN ASSOCIATED COMPANIES €/Thousand 10,965 (0)These consist of shares in Saba Italia SpA, which is the leading Italian operator of car parks, of which Autostradeholds a 40% stake following the merger injection.

OTHER COMPANIES €/Thousand 608 (0)The total encompasses various interests, acquired following the merger injection, that are shown in Appendix no. 5.Compagnia Sviluppo imprese Sociali SpA (€416 thousand)Emittente Titoli SpA (€142 thousand)Edindustria (€48 thousand)Societè du Viaduc de Millau in liquidation (€2 thousand).

Auto

srad

e Sp

A Fin

ancia

l sta

tem

ents

200

3

PAYMENTS FOR EQUITY INVESTMENTS €/Thousand 120,656 (0) —— This caption is made up of payments madefor future capital increases to Europpass LKW (€88,850 thousand) and Sitech SpA in liquidation (€31,806thousand), the latter of which was made on a non-proportional basis. —— The change results from:• merger injection (€30,200 thousand of Europpass LKW; €114,019 thousand of Sitech SpA (in liquidation);• increases on Europpass LKW (€58,650 thousand);• decreases due to repayments from Sitech SpA in liquidation (€82,213 thousand).

ACCOUNTS RECEIVABLE (under financial fixed assets) €/Thousand 6,500,004 (0) —— The details of thisaggregate are set out in Appendix no. 6.These accounts receivable can be broken down as follows:

SUBSIDIARIES €/Thousand 6,500,000 (0)In pursuance of programmatic guidelines, amounts due to others have been allocated to the listed company,which, consistent with its role of treasury manager and money finder for the Autostrade Group, has started aprocess for optimising the debt structure and finance conditions for the Autostrade Group. —— The amountrepresents the loan granted to Autostrade per l’Italia following the purchase by Autostrade SpA (on 19 December2003) of the amounts owed by Autostrade per l’Italia to the lending banks for the draw down of LTF1. —— Theinter-company loan, with expiry 2014 and an average life of 7.5 years, yields an interest equal to the short-termEuribor rate plus a spread calculated on the rating of Autostrade SpA. —— In order to hedge interest ratefluctuations Autostrade SpA has executed a number of interest rate swaps with Autostrade per l’Italia coveringcash inflows at fixed interest rates and cash outflows at floating interest rates equal to short-term Euribor rates,specularly to the transactions put in place in connection with the LTF2 lending.

SUNDRY €/Thousand 4 (0)The total is essentially made of multi-annual interest-bearing loans granted to employees (€4 thousand).

186/187

ITEM

S/SU

BITE

MS

31-D

ec-2

002

COST

WRI

TE-D

OWN

/RE

VALU

ATIO

NBO

OKVA

LUE

EQUI

TY IN

VEST

MEN

TS IN

NON

-CUR

RENT

FIN

ANCI

AL A

SSET

S AN

D PA

YMEN

TS F

OR IN

VEST

MEN

TS (A

PPEN

DIX

N0. 3

) (Am

ount

s in

thou

sand

s of

eur

os)

EQUI

TY IN

VEST

MEN

TS IN

SU

BSID

IARI

ES

•

Tang

enzia

le d

i Nap

oli S

pA

48

,506

48,5

06•

Torin

o-Sa

vona

SpA

161,

059

16

1,05

9•

Soci

età

Auto

stra

da Ti

rreni

ca S

pA

23

,556

23

,556

• So

ciet

à Au

tost

rade

Mer

idio

nali

SpA

14,6

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3

Autostrade International SpA Rome 3,983,500 5.16 20,555 100.00 3,983,500 20,665Autostrade Participations SA Luxembourg 266,000 1,000.00 266,000 100.00 265,999 259,601Infoblu SpA Rome 1,000,000 5.16 5,160 100.00 1,000,000 4,920Sitech SpA in liquidation Rome 10,000,000 0.33 3,300 79.40 7,940,000 1,062Europpass LKW - Mautsystem GmbH Vienna 1 35,000.00 35 100.00 1 35Autostrade per l’Italia SpA Rome 615,527,000 1.00 615,527 100.00 615,527,000 5,797,573TowerCo SpA Rome 20,100,000 1.00 20,100 100.00 20,100,000 20,100TOTAL EQUITY INVESTMENTSIN SUBSIDIARIES 6,103,956SABA Italia SpA Rome 550,000 52.00 28,600 40.00 220,000 10,965TOTAL EQUITY INVESTMENTSIN ASSOCIATED COMPANIES 10,965TOTAL EQUITY INVESTMENTSIN SUBSIDIARIES AND ASSOCIATED COMPANIES 6,114,921Compagnia Sviluppo Imprese Sociali SpA Rome 26,000,000 1.00 26,000 1.59 414,160 416Emittente Titoli SpA Milan 8,200,000 0.52 4,264 3.35 275,000 142Edindustria Rome 1,200,000 0.52 624 6.00 72,000 48SVM- Société du Viaduc de Millau Paris 1,000 38.11 38 5.00 50 2TOTAL OTHER EQUITY INVESTMENTS 608TOTAL EQUITY INVESTMENTS 6,115,529

REGISTERED SHARE CAPITALOFFICE NO. OF

SHARESPARVALUE

TOTALVALUE

LIST OF EQUITY INVESTMENTS AT 31 DECEMBER 2003 (APPENDIX N0. 5)(Thousands of euros)COMPANY AUTOSTRADE OWERSHIP

% NO. OFSHARES

BOOKVALUE

190/191

ITEM

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(APP

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s of

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Subs

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CURRENT ASSETS €/Thousand 1,142,225 (5,004)

Accounts receivable €/Thousand 1,121,093 (2)We provide below a detail of current accounts receivable by type:

FROM CUSTOMERS €/Thousand 30,020 (0) —— This caption is mainly made of the receivable from SerenissimaInfracom SpA in connection with the remaining portion of the selling price of Autostrade Telecomunicazioni(€30,006 thousand). As set forth in the conditions for sale, this amount should be collected in five six-monthinstalments.

FROM SUBSIDIARIES €/Thousand 1,044,179 (0) —— These consist of:• financial receivables which are settled through intercompany current account at current market rates;• trade receivables;• the remaining amount receivable from the subsidiary Autostrade per l’Italia (part of the Share Premium Reserveto be distributed in the first six months of 2004): the Shareholders’ Meeting of Autostrade per l’Italia held on 16September 2003 approved the distribution of €7,300,000 thousand of the Share Premium Reserve, of which€6,500,000 thousand was distributed on 22 September 2003 and €800,000 thousand will be distributed starting1 June 2004.

The situation at 31 December 2003 is set out in the following table:

Europpass LKW-Mautsystem GmbH 24,755 24,755Autostrade International SpA 135,863 135,863Autostrade per l’Italia SpA 800,000 81,684 1,595 883,279Autostrade Participations SA 12 12Società Autostrade Meridionali pA 40 40Società Autostrada Tirrenica pA 30 30Autostrada Torino-Savona SpA 30 30Pavimental SpA 30 30Raccordo Autostradale Valle d’Aosta 30 30Spea - Ingegneria Europea SpA 36 36Tangenziale di Napoli SpA 30 30Società Italiana per Azioni per il Traforo del Monte Bianco 30 30Sitech SpA (in liquidation) 3 3TowerCo SpA 11 11TOTAL 800,000 242,302 1,877 1,044,179

FINANCIAL - OTHER

31 Dec. 2003 (€/Thousand)FINANCIAL C/A

TRADE TOTAL

192/193

Accounts receivable from Europpass include a short-term loan granted in connection with the company’s needsin the business start-up stage. —— Accounts receivable from Autostrade International relate to temporary loansgranted to the company so to allow the same to finance also through own means Europpass during its start-upphase drawing on the subsidiary’s funds. —— Accounts receivable from Autostrade per l’Italia relate to cashtemporarily deposited with the subsidiary. —— All the accounts receivable above yield current market rates.

FROM OTHERS €/Thousand 46,894 (2) —— Below is a breakdown:

The first two balances relate to taxes which will be reimbursed following favourable judgements of the ItalianTax Tribunal, and other overpaid taxes and levies. —— Deferred tax assets include the amount arising fromtemporary differences – mainly investments written down in the prior years by Autostrade Concessioni eCostruzioni SpA – that may be deducted in subsequent years.

Government for taxes to be recovered 3,490Receivables from public entities 4,938Sundry 2,765TOTAL 11,193Deferred tax assets 35,701GRAND TOTAL 46,894

31-Dec-2003(€/Thousand)

Auto

srad

e Sp

A Fin

ancia

l sta

tem

ents

200

3

Cash and cash equivalents €/Thousand 21,132 (5,002) —— This aggregate, which increased by €16,130thousand, is composed of the total cash and cash equivalents on hand at 31 December 2003, and breaks downas follows:

CASH AT BANKS AND POST OFFICES €/Thousand 21,132 (5,002)

UNPLEDGED DEPOSITS €/Thousand 57 (5,002) —— These consist of cash deposited with banks.

PLEDGED DEPOSITS €/Thousand 21,075 (0) —— This balance mainly relates to the funds in the current accountheld with Mediobanca SpA (€20,697 thousand) to be drawn down to pay the charges related to the loans underthe LTF2. —— A pledge agreement has been made on this current account to secure the obligations under the loanagreements executed by the company on 26 November 2003.

ACCRUED INCOME AND PREPAID EXPENSES €/Thousand 13,557 (0)

This caption is made up of accrued interest income (€13,554 thousand) and prepaid expenses (€3 thousand).

NON-CURRENT ACCOUNTS RECEIVABLE From subsidiaries 403,874 6,096,126 6,500,000From associated companies From others: Grants and subsidiaries from the government and other public entities Sundry 4 4 403,878 6,096,126 6,500,004CURRENT ACCOUNTS RECEIVABLE Other financial accounts receivable Subsidiaries 1,042,302 1,042,302 Associated companies Others 53 53 1,042,355 1,042,355Trade accounts receivable Customers 10,020 20,000 30,020 Subsidiaries 1,877 1,877 Associated companies 11,897 20,000 31,897Sundry accounts receivable Others 11,140 35,701 46,841 2 2 11,140 35,701 46,841 2 2ACCRUED INCOME 13,554 13,554TOTAL 1,078,946 459,579 6,096,126 7,634,651 2 2

ACCOUNTS RECEIVABLE AND ACCRUED INCOME BY MATURITY AND TYPE (Thousands of euros)31-Dec-2003AMOUNTS DUEWITHINONE YEAR

AFTERTWO-FIVEYEARS

AFTER MORETHAN FIVE YEARS

TOTAL

31-Dec-2002AMOUNTS DUEWITHINONE YEAR

AFTERTWO-FIVEYEARS

AFTER MORETHAN FIVE YEARS

TOTAL

194/195

SHAREHOLDERS’ EQUITY €/Thousand 6,248,894 (5,001) Shareholders’equity shows an overall increase of €6,243,893 thousand. The variations in the individual items areshown in Appendix no. 7. The items that make up Shareholders’ Equity are as follows:

Share capital €/Thousand 571,687 (5,000) —— Share capital is made up of 571,686,857 ordinary shares with apar value of €1 each. The new total is due to the share capital increase of €566,686,857 for the purposes of themerger. This increase was made by issuing 566,686,857 ordinary shares with a par value of €1 each. ——Consequently, Autostrade Concessioni e Costruzioni SpA minority interests (€1,015,686 thousand) were allocatedto the share capital increase (€566,687 thousand) and the remainder (€448,999 thousand) to the Merger Surplus.

—— Pursuant to Article 172 para. 5 of TUIR (Italian Income Tax Code), the share capital increase of €566,686,857is entirely tied up to the revaluation reserves, subject to deferred taxation in case of distribution, and that resultedfrom the latest financial statements of the merged company, in detail:• revaluation Reserve under Law 72/1982 of €556,959,634;• revaluation Reserve under Law 413/1991 of €6,806,901;• revaluation Reserve under Law 342/2000 of €2,920,322.

Other reserves €/Thousand 448,999 (0) —— Other reserves include the following:

MERGER SURPLUS €/Thousand 448,999 (0) —— This reserve derives from the share exchange surplus due to theshare capital increase for the purposes of the merger (€566,687 thousand) less the write-off of Autostrade SpAminority interests before merger (€1,015,686 thousand). —— Pursuant to Article 172 para. 5 of TUIR, the shareexchange surplus, amounting to €448,998,934, is entirely tied up to and included in the reserves, subject todeferred taxation in case of distribution, and that resulted from the latest financial statements of the mergedcompany, in detail:• reserve for capital grants of €8,113,422;• revaluation Reserve under Law 72/1982 of €368,840,043;• revaluation Reserve under Law 413/1991 of €50,415,869;• revaluation Reserve under Law 342/2000 of €21,629,600.

“RETAINED EARNINGS” €/Thousand 1 (0) —— This is NewCo28’s net profit for 2002.

Net profit (loss) for the year €/Thousand 5,228,207 (1) —— For comments on net profit (loss) for the period,reference should be made to the same item of the profit and loss account.

BALANCE SHEET-LIABILITIES ANDEQUITY

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PROVISIONS FOR LIABILITIES AND CHARGES €/Thousand 12,329 (0)

Below we analyse the items making up provisions for liabilities and charges separately:

PROVISION FOR TAXES €/Thousand 168 (0) —— The balance of this provision consists of the remaining deferredtaxes payable on 50% of the capital grants credited to shareholders’ equity of Autostrade during the previousyears and contributed with the merger.

OTHER PROVISIONS

PROVISION FOR SUNDRY LITIGATION €/Thousand 12,161 (0) —— These are provisions accrued to cover estimatedliabilities and charges that could arise from tax inspections the Company has received with regard to IRPEG(corporate income tax), ILOR (local income tax) and VATThis item showed the following changes during the year:• merger contribution (€36,086 thousand);• utilization during the period (€750 thousand);• contribution in kind to Autostrade per l’Italia (€23,175 thousand).

The Company was established during 2002 and, as a result, the year 2002 has not yet been settled with the TaxAuthorities. With regard to the merged company Autostrade SpA, it is to be noted that, following the expiring ofthe time-limit for assessment, for the purpose of direct taxes all tax periods up to 31 December 1997 includedare closed to assessment while for indirect taxes such period extends to 31 December 1998 included, except forpending litigations. —— In the context of the programmed tax inspections of the so called “big entities” in theperiod from February to October 2003 the Italian Tax Police inspected Company’s files for the tax periods from1997 to 2001. The outcome of these inspections was included in the relevant tax inspectors’ report dated 6October 2003, questioning only one remark and reporting four indications on certain tax-relevant matters, inrespect of which no conclusion was formulated due to the complexity of the issues. In response to the notificationof such report, the Company has promptly submitted its memoires to the relevant Tax Authorities, stating thereasons why the considerations made in the report are regarded as unfounded and illegitimate by the applicablerules and regulations.

In December 2003, the Tax Agency of Rome 4 notified the Company two tax assessments for the years 1997 and1998. These assessments regarded both the only remark included in the above mentioned tax inspectors’ reportand two of the aforementioned indications.

With respect to the tax year 1997, the Tax Agency objected to the Company having mistakenly accounted for therenewal of the Agreement (with ANAS) of 18 September 1968 formalized by signing the Agreement of 4 August1997, which established new terms and conditions of the concession. Specifically, the duration of the concessionwas extended twenty years, until 2038, as permitted by Law 359 of 8 August 1992. The Tax Agency believes thatthe amounts claimed by the Company from ANAS have been settled by way of private settlement owing to suchrenewal, assuming a cause-effect relation between such extension and the claims of the Company. The TaxAgency believes that such claims, arising from the omitted contractual adjustments of tolls and ANAS’s failure toadopt measures to reimburse the costs for the “Colombian” investments (amounting to €513.5 million), shouldhave been recorded by Autostrade as extraordinary income to be taxed in 1997. —— Based on the sameassumption, the Tax Agency questioned the tax treatment under which the Company fully deducted from taxableincome for the 1997 tax return a write-off on accounts receivable of €15.8 million, recorded in the previous years’accounts. Such account receivable related to a request for refund of expenses incurred from 1984 to 1992 for theVoltri-Rivarolo interconnection. According to the Tax Authorities such receivable should have been capitalized asintangible assets and amortised over the concession period.

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Also with reference to 1997, the Tax Agency questioned that the Company wrongly fully deducted the amount of€160.3 million for maintenance costs incurred in the year and exceeding the utilization of the “provision for costsof restoration and replacement of assets to be relinquished”. According to the Tax Agency position, these costsshould have been deducted over at least two fiscal years. —— In respect of 1998, the Tax Agency repeats the sameindication for the maintenance costs incurred in such year and exceeding by €9.1 million the utilization of therelevant provision, which also in this case should have been deducted over at least two fiscal periods.

With respect to the indications expressed and described above, the Tax Agency calculated additional taxes for atotal of €324.2 million and €281.6 million for penalties relating to 1997, and €1.9 million for higher taxes relatingto 1998. The Tax Authorities inflicted no penalties in respect of the indication on the deduction of maintenancecosts for 1997 and 1998, in consideration of the relative uncertainties about the scope and applicability of therelevant tax rules (Art. 73, par. 2 of “TUIR”, the Italian Tax Code).

With the support of leading tax experts and advisors, the Company’s directors analysed thoroughly the de factoand de jure grounds on which the tax inspectors and the Tax Agency based their arguments for issuing theassessments and with a view to determine the actual risk and potential consequences of the assessments.

All advisors unanimously expressed their opinion in favour of the Company’s conduct. In particular, they allconsidered that the remark expressed on the litigation with ANAS in respect of the renewal of the concessionagreement of 4 August 1997 is groundless, considering the regulatory framework of the concession renewal. Inaddition, as the remark regards the timing of the deductibility of costs, it appears reasonable to expect a futuretax deductibility of the same.

The advisors judged favourably the Company’s treatment of the one-year deductibility of the costs exceeding thevalue of the provision for costs of restoration. They considered that, if the Company was not allowed to deductthese expenses over the years subject to inspection, the same should however be allowed to be deducted in thesubsequent years.

On 21 January 2004, Autostrade filed a instance of self protection (“istanza di autotutela”) asking for the fullannulment of tax assessments, and subordinately that the Tax Agency formulates a proposal of adhering to thetax assessments, pursuant to Article 5 of Italian Legislative Decree no. 218/97. On 16 February 2004, theCompany submitted its formal request to define the terms of the assessments (the so called “accertamento conadesione”), in accordance with Article 6 para. 2 and 3 of Italian Legislative Decree 218/97, which suspends theterms to appeal the notices of assessment for ninety days, term which would otherwise have expired on 21February 2004 and on 27 February 2004 for the 1997 and 1998 assessments, respectively. Autostrade’s taxrequest of definition does in no way signify that the Company waives its instance of self protection , nor that theproposal of definition of the tax assessments that will be made by the Tax Authority will be binding for theCompany.

Based on the considerations and valuations expressed, at the current stage of the dispute, the Directors believethat the conditions to make a provision in the financial statements do not exist, considering as very likely apositive resolution of the remarks raised by the tax authority.

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EMPLOYEE TERMINATION INDEMNITY €/Thousand 556 (0)

The provision for Employee Termination indemnity relates to the accrued payments to which the Company’semployees were entitled at 31 December 2003, net of the advances paid and the withholding tax on revaluation.

—— The changes are shown below:• merger injection (€133,536 thousand);• accrued during the period (€8,715 thousand);• utilization during the period (€6,190 thousand);• transfers for to other entities (€135,505 thousand).

ACCOUNTS PAYABLE €/Thousand 7,629,572 (7,256)

Accounts payable increased by €7,622,316 thousand.

AMOUNTS DUE TO BANKS €/Thousand 6,500,000 (0)

MEDIUM AND LONG-TERM DEBT €/Thousand 6,500,000 (0) —— €6,500,000 thousand refers to the loansdenominated Senior Secured Long-Term Bank Facility and Senior Secured Long-Term Capital Market Facility(LTF2). These loans were underwritten by Autostrade SpA on 26 November 2003, secured by Autostrade per l’Italiaand utilized to purchase the banks’ receivables from Autostrade per l’Italia connected with the LTF1. As alreadyunderlined, the LTF2 meets the Group’s need to create an effective financial structure where the Group debt isconcentrated at Autostrade level. Autostrade will act as finance manager and treasurer of the Group, mainlyattending to the subsidiaries’ financial requirements. This financial structure will offer the Autostrade Group (i)the ease to access the financial markets through the Parent Company’s listed bonds, (ii) the creation ofintercompany loans, and (iii) the benefit from the capacity of generating cash flows from ordinary activities in themotorway business. —— The loan agreement is regulated at a floating short-term rate equal to the Euribor rate(1, 3, 6 months) and increased by a spread calculated in function of the Company’s rating. —— At 31 December2003, more than 80% of the €6,500,000 thousand loans had a fixed rate following the interest rate swaps put inplace. —— For the terms and conditions of these loan agreements, reference should be made to the Report onoperations. —— To secure the obligations under these loan agreements, the Company entered into pledgecontracts relating to: the equity investments in Autostrade per l’Italia SpA, Autostrade International SpA,Autostrade Participations SA and Tower Co SpA (€6,097,939 thousand); the Italian patent of Telepass, theTelepass trademark and the New Jersey patents. Pledge-secured current accounts were also opened withMediobanca and named Holding Accounts (€20,697 thousand).

SUPPLIERS €/Thousand 11,677 (7,056) —— Suppliers mainly relate to services received and sundry feesassociated with the extraordinary transactions of corporate restructuring realized in 2003.

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SUBSIDIARIES €/Thousand 52,338 (0) —— This item is made up of temporary transfers of liquidity made bycertain subsidiary companies on which market interest rates are paid.

Below is a breakdown of the financial situation at 31 December 2003:

PARENT COMPANIES €/Thousand 0 (200) —— During 2003 accounts payable to parent companies weredischarged in full.

TAXES PAYABLE €/Thousand 1,062,892 (0)

A) BALANCE OF INCOME TAXES FOR THE PERIOD €/Thousand 1,062,402 (0)This aggregate encompasses:• the receivable from the Italian Authorities for income taxes, net of advances paid, interest withheld and the taxcredits on dividends (€16,859 thousand);• the payable to the Italian Authorities for substitute taxes on the capital gain on the disposal of the investeecompany TLC (€4,977 thousand) and on the contribution in kind to Autostrade per l’Italia (€1,074,284 thousand).

B) OTHER TAXES €/Thousand 490 (0)Essentially, these are taxes withheld by the Company on compensations and salaries for the month of December2003 and paid to the Tax Office in January 2004.

AMOUNTS OWING TO SOCIAL SECURITY INSTITUTIONS €/Thousand 1,505 (0) —— These are accrued mandatorycontributions yet to be paid to social security institutions.

OTHER ACCOUNTS PAYABLE €/Thousand 1,160 (0) —— The main items that make up the aggregate were asfollows:• payables to employees for amounts to be paid (€459 thousand);• payables to general governments (€420 thousand);• payables to others for various items (€280 thousand).

ACCRUED LIABILITIES AND DEFERRED INCOME €/Thousand 13,756 (1,596)

1. Accrued liabilities / €/Thousand 13,750 (1,596)

These are due to interest expense and other financial charges (€13,732 thousand), and personnel costs (€18thousand).

2. Deferred income / €/Thousand 6 (0)

The amount relates to revenues earned in advance and pertaining to future years.

Sitech SpA in liquidation 30,543Infoblu SpA 4,397TowerCo SpA 17,398TOTAL 52,338

31-Dec-2003FINANCIAL ACCOUNTS PAYABLE

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MEDIUM/LONG-TERM FINANCIAL ACCOUNTS PAYABLE Bonds Amounts due to banks 403,874 6,096,126 6,500,000Amounts due to other lenders Notes payable 403,874 6,096,126 6,500,000CURRENT ACCOUNTS PAYABLE Other financial accounts payable Amounts due to banks Subsidiaries 52,338 52,338 Associated companies Parent companies Amounts due to other lenders Other accounts payable 52,338 52,338Trade accounts payable Suppliers 11,677 11,677 7,056 7,056 Subsidiaries Associated companies Parent companies 200 200 11,677 11,677 7,256 7,256Sundry accounts payable Taxes payable 1,062,892 1,062,892 Social Security 1,505 1,505 Other accounts payable 1,160 1,160 1,065,557 1,065,557TOTAL ACCOUNTS PAYABLE [1] 1,129,572 403,874 6,096,126 7,629,572 7,256 7,256ACCRUED EXPENSES 13,750 13,750 1,596 1,596TOTAL 1,143,322 403,874 6,096,126 7,643,322 8,852 8,852[1] This does not include “Advances”.

ACCOUNTS PAYABLE AND ACCRUED EXPENSESBY MATURITY AND TYPE (Thousands of euros) 31-Dec-2003

AMOUNTS DUEWITHINONE YEAR

AFTER TWO-FIVEYEARS

AFTER MORETHAN FIVEYEARS

TOTAL

31-Dec-2002AMOUNTS DUEWITHINONE YEAR

AFTER TWO-FIVEYEARS

AFTER MORETHAN FIVEYEARS

TOTAL

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MEMORANDUM ACCOUNTS €/Thousand 226,063 (7,983,958)

Unsecured guarantees given €/Thousand 226,063 (0)

SURETIES IN FAVOUR OF SUBSIDIARIES €/Thousand 223,746 (0) —— Sureties have been issued in favour of thefollowing:

As regards Autostrade Participations, these were issued to banks to secure bank loans. —— Other sureties weregranted in favour of the Ministry of Finance to secure VAT credits paid at Group level.

SURETIES IN FAVOUR OF THIRD PARTIES €/THOUSAND 2,317 (0) —— The amount refers to the surety granted tothe Ministry of Finance to secure the VAT credits paid at Group level for Autostrade TCL sold during 2003.

Collateral guarantees given €/Thousand 0 (4,998)

OWN COMMITTMENTS €/THOUSAND 0 (4,998) —— The amount for the previous year related to the pledged sumson the current accounts with Mediobanca, further to the loan agreement entered into by NewCo28 with the lendingbanks.

Other €/Thousand 0 (7,978,960)

COMMITMENTS ON DERIVATIVES €/THOUSAND 0 (0) —— On 22 September 2003, based on the commitmentsassumed by NewCo28 SpA, Autostrade SpA put into place swap transactions, amounting to €5,400,000, to hedgeinterest rate risks in connection with the contracts signed, as specified in the relevant section of the Directors’report. —— Autostrade per l’Italia stipulated similar contracts to hedge the interest rate risk at the same termsas the original transactions in connection with the intercompany loan granted to this company.

GUARANTEES GIVEN ON BEHALF OF THE COMPANY €/THOUSAND 0 (7,978,960) —— The amount for 2002 refersto the commitment assumed by the lending banks to grant a loan for a maximum of €7,978,960 within the dateof payment of Autostrade’s shares offered for the PPO.

Autostrade International SpA 14Autostrade Participations SA 95,629Autostrada Torino-Savona 43,020Società Italiana per Azioni per il Traforo del Monte Bianco 37,474Raccordo Autostradale Valle d’Aosta 47,609TOTAL 223,746

(€/Thousand)SUBSIDIARIES

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IntroductionThe profit and loss account has been affected by the effects of the extraordinary transactions of corporaterestructuring put in place by the Group within the framework of the reorganisation project. —— Morespecifically, the merger of Autostrade, with retroactive effect 1 January 2003, led to the recognition of theincorporated company’s positive and negative income components up to the merger date 22 September 2003in Autostrade’s profit and loss account. These components include in turn the result of operations of themotorway business for the first half-year before the contribution in kind of the concession of the same businessto Autostrade per l’Italia SpA (1 July 2003), as well as the capital gain resulting from such contribution. Theresults include furthermore the financial charges incurred by the Company for the loan finalized for the PPO ofthe Autostrade shares. —— As at the date of the merger, 22 September 2003, Autostrade paid off this loanafter Autostrade per l’Italia having distributed part of the extraordinary shareholders’ equity reserve resultingfrom such contribution in kind. —— Because of the effects of the events outlined above, the comparison withthe figures for the previous year is not significant, this also in consideration of the Company’s results at 31December 2002 being immaterial, relating the same to the start-up stage of the business.

VALUE OF PRODUCTION €/Thousand 1,080,576 (0)

Revenues from sales and services €/Thousand 1,046,511 (0) —— This caption is made up of revenues from theoperation of motorways for the first half-year of 2003, net of the toll surcharge payable to the Italian Governmentaccording to Article 15 of Law 531 of 12 August 1982 and Article 11 of Law 407 of 29 December 1990. —— Belowis a breakdown:

The first half-year 2003 was marked by the 1.52% increase in tolls on 1 January 2003, a 3.1% rise in traffic, and,as far as regards revenues from service areas by the renewal of service procurement contracts about to expire.

Change in contract work in progress €/Thousand 723 (0). —— This item relates to changes in inventories fromthe works made on behalf of various contracting parties (essentially ANAS and local authorities), and iscalculated on the basis of the payments received, which are substantially equal to the costs incurred. —— Thepositive value is due to works carried out during the first half-year 2003.

PROFIT AND LOSSACCOUNT

Tolls 999,679Portion of tolls to be paid to the government -42,056NET REVENUES FROM TOLLS 957,623Revenues from service areas 34,809Other revenues from operations: Revenues from Viacard-Telepass operations 30,467Sundry 23,612Other revenues from operations 88,888REVENUES FROM SALES AND SERVICES 1,046,511

2003(€/Thousand)

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CAPITALISATION OF INTERNAL CONSTRUCTION COSTS €/Thousand 10,644 (0) —— This item is made up of costsincurred in the first six months (financial charges, costs for technical personnel and utilization of inventories),which are recognised as increasing the value of assets relating to the motorway operations for the first semester2003. The table below shows the costs and the assets to which the capitalisation refers.

Other revenues and income €/Thousand 22,698 (0) —— These are made up of the following:

OPERATING GRANTS €/Thousand 12 (0) —— These include the portion of grants pertaining to the first half-yearand that had been paid in 2002 by the Extraordinary Commissioner for the Campania Region to compensate forthe lower toll revenues caused by the relocation of the Naples station, and the contribution from the EuropeanSocial Fund.

GAINS ON DISPOSAL OR TRANSFER OF ASSETS €/Thousand 415 (0) —— These mainly consist of the gains madeon the disposal of tangible assets not to be relinquished for the first semester 2003.

OTHER INCOME €/Thousand 22,271 (0) —— This is essentially made up of income earned in the first half-yearfrom refunds, the disposal of plant and machinery and other income, as broken down below:

Financial charges: Assets to be relinquished Motorways under construction 2,021TOTAL 2,021Technical personnel: Assets to be relinquished Motorways under construction 2,600TOTAL 2,600Utilization of inventories related to assets to be relinquished 6,023GRAND TOTAL 10,644

2003(€/Thousand)

Refunds from interconnected companies 3,544Refunds for damages 6,747Refunds for seconded staff 3,323Other refunds 3,560Revenues from sales of technology and equipment 3,143Rental income 1,671Other income 283TOTAL 22,271

2003(€/Thousand)

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COSTS OF PRODUCTION €/Thousand 588,294 (6)

Raw materials, supplies, consumables, and merchandise €/Thousand 33,392 (0) —— These mainly include thecosts at 30 June 2003 for the purchase of construction materials and goods, electrical and electronic items,engineering equipment, paper and similar, and fuels, lubricants and electricity. The item may be broken down asfollows:

Services €/Thousand 181,007 (4) —— These refer to costs for construction, insurance, transport and professionalservices mainly rendered during the first half-year of 2003. In particular, most of services refer to motorwaymaintenance.Below is a breakdown:

Other services rendered mostly include agency relations (€6,459 thousand), cleaning and disinfestation (€3,489thousand), and toll collection services with interconnected operations (€3,268 thousand).

Rent, leasing and similar costs €/Thousand 3,580 (0) —— These include costs incurred during the first half-yearof 2003 for:• leasing fees for real estate properties (€1,054 thousand), hardware leasing fees (€132 thousand);• software licences (€619 thousand);• long-term leasing of motor vehicles (€877 thousand);• rent and office building charges (€698 thousand);• leases for sundry machinery and equipment, hardware and easement.

Construction materials 5,605Electric and electronic materials 11,716Lubricants and fuels 4,056Chemical products and chlorides 1,928Paper, stationary and similar 2,681Consumption (gas, electricity, etc.) 6,208Other raw materials 1,198TOTAL 33,392

2003(€/Thousand)

Building and similar 93,427Mechanical and electronic maintenance 11,178Rental, transports and similar 3,972Professional: technical, engineering 9,557Professional: legal, notary and administrative 23,309Telephone, postal, telegraph 6,864Credit, insurance and similar 6,631Directors’ fees 2,751Statutory Auditors’ fees 349Seconded personnel 1,179Other services rendered 21,790TOTAL 181,007

2003(€/Thousand)

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Personnel costs €/Thousand 171,326 (0) —— A breakdown of personnel costs is shown below:

Other costs encompass insurance premiums and contributions, other than those required by law, made in favourof employees. —— It should be noted that during the first half-year of 2003 a portion of €2,600 thousand of totalpersonnel costs was charged to the profit and loss account under “capitalisation of internal construction costs”and capitalised among the assets to be relinquished.

For the requirements of section 15 of Article 2427 of the Italian Civil Code, the average number of employees in2003 is shown below:

Following the transfer for contribution of the motorway business and the new role as Holding Company, thenumber of employees at 31 December 2003 fell to 18 units.

Amortisation, depreciation and write-downs €/Thousand 116,623 (1) —— This aggregate is made up of thefollowing:

AMORTISATION OF INTANGIBLE ASSETS €/Thousand 5,528 (1) —— As already noted in the section on accountingpolicies, amortisation for the period was calculated with reference to the residual useful life of the asset. ——Amortisation for the period may be broken down as follows:

For complete disclosure of information, the value of intangible assets at 31 December 2003 reflects onlyformation, start-up and similar costs.

Wages and salaries 122,430Social security 38,663Employee termination indemnity 8,715Other costs 1,518TOTAL 171,326

2003(€/Thousand)

Managers 62Office workers 1,195Toll collectors 1,481Manual workers 463TOTAL 3,201

31-Dec-2003

Formation, start-up and similar costs 5 1Industrial patent and intellectual property rights 3 1,351Concessions, licences, trademarks and similar rights 3 236Other: Building improvements From 1 to 7 752 Software 3 2,660 Technical archive of work 5 528GRAND TOTAL 5,528

2003(€/Thousand)

AMORTISATION FOR THE PERIOD(YEARS)

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DEPRECIATION OF TANGIBLE ASSETS €/Thousand 104,540 (0)

INDUSTRIAL DEPRECIATION OF ASSETS NOT TO BE RELINQUISHED €/Thousand 16,805 (0) —— The depreciationsin question are detailed below:

Land and industrial buildings €/Thousand 1,019 (0) —— The depreciation, which is based on a 3% annual rate,refers to two buildings owned by the Company (€424 thousand) and two buildings transferred as contribution toAutostrade per l’Italia (€595 thousand). In the latter case, depreciation refers to the first half-year of 2003 only.

Industrial and sales equipment €/Thousand 4,458 (0) —— The amount relates to the depreciation of the followingtangibles assets that were transferred on 1 July 2003:

Other tangible assets €/Thousand 11,328 (0)Basically, these consist of the depreciation of Telepass devices and office equipment transferred on 1 July 2003,specifically:

Machines and equipment for motorway work 25% 1,175Motor vehicles: A Transport vehicles 20% 1,453B Cars 25% 1,399Various small tools 12% 390Machine shops 10% 22Light constructions 10% 19TOTAL 4,458

31-Dec-2003(Thousands of euros)

RATES

Telepass devices 100% 7,982Electronic and electro-mechanic office machines 20% 2,904Other office machines and furniture 12% 442TOTAL 11,328

31-Dec-2003((Thousands of euros))

RATE

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ASSETS TO BE RELINQUISHED €/Thousand 87,735 (0)

Industrial depreciation of assets to be relinquished €/Thousand 21,121 (0) —— Industrial deprecation for the firsthalf-year of 2003 was calculated only for those assets whose useful life is less than the duration of theconcession and that were transferred to Autostrade per l’Italia. The depreciation rates applied are those shownbelow and halved for assets that were brought into service in the course of 2003:

Financial depreciation €/Thousand 66,614 (0) —— The depreciation for the period is calculated only for thoseassets whose useful life is longer than the duration of the concession and that have been transferred toAutostrade per l’Italia. —— Below is a breakdown of depreciation by asset:

WRITE-DOWNS OF CURRENT ACCOUNTS RECEIVABLE AND CASH AND CASH EQUIVALENTS €/Thousand 6,555 (0)

—— These are the write-downs made in the first half of 2003 to reduce the value of trade accounts receivable toreflect the risk of their partial uncollectability. The related provision was then conferred to Autostrade per l’Italia.

Change in inventories of raw materials, supplies, consumable stores and merchandise €/Thousand - 867 (0)The change in inventories refers mainly to stocks of components used for tollbooths conferred to Autostrade perl’Italia.

Other accruals/utilization €/Thousand 57,120 (0)

PROVISION FOR COSTS OF RESTORATION OR REPLACEMENT OF ASSETS TO BE RELINQUISHED €/Thousand 57,120 (0)In more detail, the aggregate is made up of the following items and refers to the first six months of 2003:

ACCRUED DURING THE PERIOD €/Thousand 186,764 (0) —— The accruals for the first half-year of 2003 werecalculated with reference to the schedule for the restoration and replacement of assets to be relinquished, takinginto account the utilisation of the provision for maintenance performed in accordance with the process describedin the following paragraph. The total substantially includes: • accruals made in the period to the provision for planned non-recurring maintenance, net of utilization for theperiod;• the accruals of charges, for the new projects envisaged in the agreement and for which no economic recoveryis expected.

Light constructions 10% 1,143Other works 25% 9,106Toll collection facilities 20% 10,872TOTAL 21,121

2003(€/Thousand)

RATES

Land 2,508Buildings 3,538Fixed constructions 60,568TOTAL 66,614

2003(€/Thousand)

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UTILIZED DURING THE PERIOD €/Thousand 129,644 (0) —— The total refers to releases from the provision forutilization for maintenance on assets to be relinquished performed during the first half-year of 2003. —— Totalmaintenance costs amounted to €129,644 thousand; the Company drew €70,821 thousand from the provision tocover non-recurring maintenance costs and €58,823 thousand to cover recurring maintenance costs. This lattersum included €12,568 thousand in personnel costs related to staff dedicated to maintenance. The Companyutilizes the provision for recurring maintenance costs so to ensure tax-deductibility of such charges.

Sundry operating costs €/Thousand 26,113 (1) —— These costs are specified below.

LOSSES ON DISPOSAL OR TRANSFER OF ASSETS €/Thousand 711 (0) —— These are capital losses incurred in thenormal course of replacing or eliminating assets as well as losses on receivables for which no provision wasmade.

CONCESSION FEES €/Thousand 10,121 (0) —— Most of this sum, €9,576 thousand, refers to 1% of toll revenuesthat is transferred to the Italian Government as required by Law 537 of 24 December 1993. The remainder consistsof other concession fees payable to the Government for the use of radio relay stations and subconcessions.

OTHER CHARGES €/Thousand 15,281 (1) —— These are made up of the following:

Indirect taxes and other non-income taxes essentially relate to VAT to be refunded to the Company, which due tothe incidence of VAT exempt financial income (“pro-rata VAT”), cannot be recovered and accordingly is chargedto the profit and loss account for the period. These charges also include stamp duty, registration dues, andgovernment concession fees, motorvehicle tax and municipal taxes. —— Damage and loss indemnificationcharges refer to compensations paid to third parties for uninsured damages as well as indemnifications relatingto transactions with contractors.

Losses on assets to be relinquished 143Losses on assets not to be relinquished 275Losses on receivables 293TOTAL 711

2003(€/Thousand)

Indirect taxes and other non-income taxes 11,551Membership fees and donation 2,036Reimbursed expenses to third parties 752Damage and loss indemnification and fines 888Other 54TOTAL 15,281

2003(€/Thousand)

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FINANCIAL INCOME AND CHARGES €/Thousand -138,652 (9)

Income from equity investments €/Thousand 81,825 (0) —— Income from shares may be divided into thefollowing categories:

DIVIDENDS FROM SUBSIDIARIES €/Thousand 30,351 (0) —— The dividends in question are those received duringthe year from: Società Autostrade Meridionali (€1,858 thousand), Autostrade Participation SA (€17,145thousand), Società Autostrada Tirrenica SpA (€8,819 thousand), Spea SpA (€650 thousand) and Tangenziale diNapoli SpA (€1,879 thousand).

DIVIDENDS FROM OTHER COMPANIES €/Thousand 15,278 (0) —— These relate to dividends collected during theyear by Autostrade Telecomunicazioni SpA, a company sold during 2003.

OTHER INCOME FROM EQUITY INVESTMENTS €/Thousand 36,196 (0) —— This item includes tax credits ondividends received in 2003 (€12,750 thousand) and capital gains from disposals of equity investments (€23,446thousand). —— The capital gains arise from minor shareholdings in the equity investment then held byAutostrade SpA disposed of by NewCo28 before the merger.

Other financial income €/Thousand 239,637 (9) —— Other financial income is made up of:

NON-CURRENT ACCOUNTS RECEIVABLE €/Thousand 8,383 (0)

SUBSIDIARIES €/Thousand 8,193 (0) —— These relate to interest income from the loan of €6,500,00 thousand forthe period 19-31 December 2003 and included under financial fixed assets.

OTHER COMPANIES €/Thousand 190 (0) —— This is made up of interest accrued on receivables that form part ofthe Company’s financial fixed assets (loans to employees, advance payments made to the Italian Government fortaxes on employee termination indemnity). It is worth noting that said receivables have been almost entirelyconferred to Autostrade per l’Italia.

FINANCIAL FIXED ASSETS OTHER THAN EQUITY INVESTMENTS €/Thousand 17 (0) —— This refers to a capital gainon the sale of bonds issued by SITAF.

INCOME OTHER THAN THE ABOVE €/Thousand 231,237 (9) —— This aggregate can be subdivided as follows:

INTEREST AND COMMISSION INCOME FROM SUBSIDIARIES €/Thousand 208,431 (0) —— These derive from currentaccount relations kept during the period with the following companies:

Tangenziale di Napoli SpA 1Autostrada Torino-Savona SpA 101Società Autostrada Tirrenica pA 6Società Italiana per Azioni per il Traforo del Monte Bianco 69Autostrade International SpA 419Autostrade Participations SA 36Pavimental SpA 13Spea-Ingegneria Europea SpA 99Raccordo Autostradale Valle d’Aosta SpA 95Europpass 690Autostrade per l’Italia SpA 206,902TOTAL 208,431

2003(€/Thousand)

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Financial income relating to receivables from Autostrade per l’Italia mainly refers to the recharge of costs andcommissions incurred to obtain the LTF1 loan (€181,875 thousand) and the recharge of the differences due to theinterest rate swaps for the LTF1 loans amounting to €6,500,000 thousand for the period 22 September – 31December 2003 (€24,105 thousand). These loans have been already commented on in the relevant section offinancial fixed assets “Accounts receivable from subsidiaries”.

INTEREST AND COMMISSION INCOME FROM OTHERS AND SUNDRY INCOME €/Thousand 22,806 (9) —— Below is abreakdown of this aggregate:

The most sizeable items refer to (i) interest income on bank current accounts in connection with the pledgeddeposit for financing those investments covered by government grants given to Autostrade per l’Italia, and (ii)income from equity swaps relating to stock option plans reserved for company directors.

Interest expense and other financial charges €/Thousand 460,114 (0) —— These can be broken down asfollows:

INTEREST EXPENSE AND OTHER FINANCIAL CHARGES TO SUBSIDIARIES €/Thousand 5,526 (0) —— These arefinancial charges accrued on short-term debts with subsidiary companies.

Interest income on bank and post office current accounts 9,704Interest income on receivables from customers Interest income on other receivables 203Income from swap operations 12,825Other income 23Income from currency exchange 51TOTAL 22,806


Autostrada Torino-Savona SpA 38Società Autostrada Tirrenica pA 280Tangenziale di Napoli SpA 199Società Italiana per Azioni per il Traforo del Monte Bianco 4Società Autostrade Meridionali pA 214Raccordo Autostradale Valle d’Aosta SpA 828Autostrade International SpA 115Autostrade per l’Italia SpA 642Pavimental SpA EsseDiEsse SpA 1Sitech SpA 2,875Infoblu SpA 106Strada dei Parchi 19TowerCo 205TOTAL 5,526


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INTEREST AND COMMISSION EXPENSE TO OTHERS AND SUNDRY CHARGES €/Thousand 454,588 (0) —— These canbe subdivided into the following categories:

INTEREST AND COMMISSION EXPENSE ON BONDED LOANS €/Thousand 1,425 (0) —— Below is a breakdown of thisitem:

INTEREST AND COMMISSION EXPENSE TO BANKS €/Thousand 395,539 (0) —— The table below shows a breakdownof the various elements:

This caption includes about €162 million of financial charges on the loan raised by the NewCo28 in connectionwith the public purchase offer for the shares of former Autostrade Concessioni e Costruzioni Autostrade SpA. Italso includes financial charges on LTF2 (€7,976 thousand) for the period 19-31 December 2003, expenses andcommissions incurred to obtain such loans (€202,867 thousand) and other sundry commissions (€5,344thousand).

INTEREST AND COMMISSION EXPENSE TO OTHER LENDERS €/Thousand 72 (0) —— These refer to interest expensesand charges relating to the loans made by IRI (Italian Institute for Industrial Reconstruction) with funds allocatedby the European Investment Bank (EIB).

FOREIGN EXCHANGE LOSSES €/Thousand 31 (0) —— These are foreign exchange losses arisen upon thesettlement of trade accounts payable.

Interest expense 1,226Amortisation of discounts 199Expenses and commissions TOTAL 1,425

2003(€/Thousand)

A. MEDIUM/LONG-TERM ACCOUNTS PAYABLE Interest expense 183,375Amortisation of discounts 14Expenses and commissions 208,085TOTAL 391,474B. SHORT-TERM ACCOUNTS PAYABLE Interest expense 2,595Expenses and commissions 847TOTAL 3,442C. EXPENSES AND COMMISSIONS ON SUNDRY SERVICES 623GRAND TOTAL 395,539

2003(€/Thousand)

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INTEREST AND COMMISSION EXPENSE AND SUNDRY CHARGES €/Thousand 57,521 (0) —— Below is a breakdown:

The value of this caption includes the charges arising from the differential on interest rate swaps (€45,367thousand) entered into for medium and long-term loans granted in the period. Other financial charges (€11,958thousand) include charges for equity swaps related to stock option plans intended for company directors (€10,380thousand), and other financial charges (€1,578 thousand).

VALUE ADJUSTMENTS TO FINANCIAL ASSETS €/Thousand 708 (0)

RevaluationsOF EQUITY INVESTMENTS €/Thousand 726 (0) —— These relate to the impairment write-back of the subsidiaryInfoblu as a consequence of its positive results.

Write-downs OF EQUITY INVESTMENTS €/Thousand -18 (0) —— This amount refers to the balance of losses of Autostrade TLCFixed in the first six months of 2003. Autostrade TLC Fixed has changed its name into EsseDiEsse SpA.

EXTRAORDINARY INCOME AND CHARGES €/Thousand 6,347,258 (0)

Extraordinary income €/Thousand 6,356,803 (0)

OTHER PERIOD INCOME AND NON-EXISTENT ASSETS €/Thousand 3,240 (0) —— These mainly refer to other periodincome related toadjustments to costs pertaining to the previous financial periods.

GAINS ON DISPOSAL OF EQUITY INVESTMENTS €/Thousand 25,648 (0) —— These refer to the gain from the saleof the equity interest in Autostrade TLC which was completed on 18 June 2003 when its shares, amounting to€77.5 million, were transferred.

CAPITAL GAINS FROM TRANSFER €/Thousand 6,327,915 (0) —— This amount includes: (i) the gain arising fromthe contribution in kind of the motorway business to Autostrade per l’Italia (a fully owned subsidiary) (€6,327,366thousand), and (ii) the gain arising from the contribution in kind of the optical fibre business to Autostrade TLCSpA prior to the sale (€549 thousand). —— With regard to the gain from the contribution in kind, it should benoted that this is an “accounting gain” for Autostrade (the acquired company) prior to the date of the merger andhas been stated in the first post-merger financial statements.

Interest and commission expense for trade accounts payable 15Interest and commission expense for other accounts payable 181Charges arising from swaps 45,367Other financial charges 11,958TOTAL 57,521

2003(€/Thousand)

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Extraordinary charges €/Thousand 9,455 (0)

OTHER PERIOD LOSSES AND NON-EXISTENT LIABILITIES €/Thousand 2,359 (0) —— These essentially relate to non-existent liabilities relating to decreases in non-current assets not related to normal business operations.

TAXES RELATED TO PRIOR YEARS €/Thousand 594 (0) —— The amount relates to the tax amnesty schemepursuant to Law 289 of 2002.

INCENTIVE BONUS (EMPLOYEE REDUCTION PLAN) €/Thousand 6,592 (0) —— These are incentive bonuses givento the staff in the first six months of 2003 to facilitate downsizing.

INCOME TAXES FOR THE YEAR €/Thousand 1,473,389 (2)

This caption encompasses the following:

A. Current taxes €/Thousand 1,277,550 (2)These have been determined with reference to current taxation rates. In calculating the taxes for the period, thefollowing elements were taken into account:Non-deductible charges for the period, mainly relating to: • accruals to the provisions for restoration or replacement of assets to be relinquished;• write-downs of trade accounts receivable;• costs not pertaining to the period.adjustments decreasing taxable income, including costs recovered and already taxed in the previous periods, onefifth of the write-downs of equity investments and the utilization of the non-deductible provisions accrued in theprevious periods.

It is worth noting that total current taxes include the substitute taxes on the capital gain from the contribution inkind of the operating activities to Autostrade per l’Italia and on the sale of Autostrade TLC totalling €1,079,261thousand. —— The table on next page shows the reconciliation of taxes due (financial statements andtheoretical).

B. Deferred taxes €/Thousand 195,839 (0)This amount mainly refers to deferred tax assets, which were recorded in prior years by the incorporatedAutostrade SpA on temporary differences from provisions, which have been reversed as a consequence of thecontribution in kind of the motorway business.

NET PROFIT (LOSS) FOR THE PERIOD €/Thousand 5,228,207 (1)

The extent of the net profit is mainly attributable to capital gains, net of taxes (€5,092,201 thousand), recordedagainst the extraordinary inter-company transactions of corporate restructuring carried out during 2003. Thesegains positively affected the result from the motorway business operation for the first half-year of 2003, net ofthe charges related to the loan raised for the PPO.

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CALCULATION OF INCOME TAXES Profit before taxes “A+B” 6,701,596SUBSTITUTE TAX A. Profit before taxes liable to substitute tax (Gains from sale of equity investments and contribution in kind) 6.353.563Notional tax burden (19%) 1,207,177Differences which will not reverse in subsequent periods: Transferred taxed provisions -673,240TOTAL -673,240Taxable income subject to substitute tax (19%) 5,680,323Substitute tax 1,079,261IRPEG B. Profit before taxes subject to ordinary tax 348,033Notional tax burden (34%) 118,331Temporary differences deductible in subsequent periods: Expenses covering more periods wholly or partly undeductible 978TOTAL 978Reversal of temporary differences from prior years: Portion of unrealized losses on equity investments -35,435Other temporary differences -204TOTAL -35,639Differences which will not reverse in subsequent periods: Provision for costs of restoration and replacement of assets to be relinquished 186,76495% of profits distributed by foreign subsidiaries -16,288Other permanent differences -7,751TOTAL 162,725IRPEG taxable income (34%) 476,097Current IRPEG for the period 161,873CALCULATION OF IRAP TAXABLE INCOME Operating profit 492,282Amounts not relevant for IRAP purposes 177,881TOTAL 670,163Notional tax burden (average rate 4.27%) 28,616Reversal of temporary differences from prior years: Other temporary differences -204TOTAL -204Differences which will not reverse in subsequent periods: Provision for costs of restoration and replacement of assets to be relinquished 186,764Other permanent differences -4,512TOTAL 182,252IRAP taxable income 852,211Current IRAP for the period 36,416INCOME TAXES FOR THE PERIOD: TOTAL CURRENT TAXES 1,277,550

RECONCILIATION OF TAXES DUE (FINANCIAL STATEMENTS AND NOTIONAL) (Euro/thousand)

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BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF AUTOSTRADEPER L’ITALIA SpA AT 31 DECEMBER 2003

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• Balance Sheet at 31 December 2003 in thousands of euros• Profit and Loss Account 1 July - 31 December 2003 in thousands of euros

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SUBSCRIBED CAPITAL UNPAID FIXED ASSETS INTANGIBLE ASSETS Formation, start-up and similar costs 1,562 Industrial patent and intellectual property rights 4,010 Concessions, licences, trademarks and similar rights 129 Goodwill 6,109,181 Assets under development and payments on account Other intangible assets 193,378 6,308,260TANGIBLE ASSETS Land and buildings 14,419 Industrial and sales equipment 18,894 Assets to be relinquished 3,758,047 Other tangible assets 16,147 Assets under construction and payments on account Assets under construction: • Motorways under construction 408,739 • Assets not to be relinquished in course of construction 1,962 410,701 Advances 23,668 434,369 4,241,876FINANCIAL ASSETS Equity investments in: Subsidiaries 279,265 Associated companies 44,482 Other companies 62,426 386,173 Non-current accounts receivable From others: • Sundry 15,129 15,129 401,302TOTAL FIXED ASSETS 10,951,438CURRENT ASSETS INVENTORIES Raw materials, supplies and consumable stores 27,212 Contract work in progress 95,142 122,354ACCOUNTS RECEIVABLE [**] From customers 489,657 From subsidiaries 9,698 From associated companies 58 From parent companies From others: • Sundry 90,005 132,049 631,462 90,005CASH AND CASH EQUIVALENTS Cash at banks and post offices • Pledged deposits 804,161 • Unpledged deposits 3,449 807,610 Cash and cash equivalents on hand 25,505 833,115TOTAL CURRENT ASSETS 1,586,931ACCRUED INCOME AND PREPAID EXPENSES Issue discount and similar charges on loans 291 Accrued income and other prepaid expenses 9,777 10,068TOTAL ASSETS 12,548,437[*] Due within one year. [**] Due after one year.

BALANCE SHEET AUTOSTRADE PER L’ITALIA SpA (Thousands of euros)ASSETS 31-Dec-2003

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SHAREHOLDERS’ EQUITY SHARE CAPITAL 615,527SHARE PREMIUM RESERVE 66,067LEGAL RESERVE 123,106NET PROFIT FOR THE PERIOD 146,468 951,168PROVISIONS FOR LIABILITIES AND CHARGES Provision for taxes Other provisions: Prov. for costs of restoration or replacement of assets to be relinquished 1,105,442 Provision for sundry litigation 41,675 1,147,117 1,147,117EMPOLYEE TERMINATION INDEMNITY 140,528ACCOUNTS PAYABLE [**] Bonds 25,823 Amounts due to banks Medium to long-term 934,412 1,034,046 Short-term 235,812 1,269,858 Advances 82,828 Suppliers 4,688 200,652 Subsidiaries 3,011 209,003 Associated companies 23,405 Parent companies 6,500,000 7,383,279 Taxes payable: Balance of income taxes for the period 203,244 Other companies 70,060 273,304 Amounts owing to social security institutions 12,350 Other accounts payable 755,208 10,235,710 7,442,111ACCRUED LIABILITIES AND DEFERRED INCOME Accrued liabilities and other deferred income 73,914TOTAL LIABILITIES AND EQUITY 12,548,437

MEMORANDUM ACCOUNTS Unsecured guarantees given: Sureties in favour of: Subsidiaries 5,564 Associated companies 8,013 Third parties 78,303 91,880 Purchase commitments 1,619,241 Other memorandum accounts 438,033 438,033TOTAL MEMORANDUM ACCOUNTS 2,149,154[ **] Due after one year.

LIABILITIES AND EQUITY 31-Dec-2003

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VALUE OF PRODUCTION Revenues from sales and services: Gross revenues from tolls 1,118,629 Portion of tolls to be paid to the government -45,914 Net revenues from tolls 1,072,715 Other revenues 111,405 1,184,120 Change in contract work in progress 5 Capitalisation of internal construction costs 20,166 Other revenues and income: Operating grants 45 Gains on disposal or transfer of assets 396 Other revenues 34,145 Fund transfer 34,586 1,238,877COSTS OF PRODUCTION Raw materials, supplies, consumable stores and merchandise 38,575 Services 209,109 Rent, leasing and similar costs 4,029 Personnel costs: Wages and salaries 120,390 Social security 38,315 Employee termination indemnity 10,295 Other costs 1,175 170,175 Amortisation, depreciation and write-downs: Amortisation of intangible assets: • Goodwill 218,185 • Other intangible assets 13,836 232,021 Depreciation of tangible assets: • Industrial depreciation of assets not to be relinquished: Land and buildings 220 Industrial and sales equipment 3,115 Other tangible assets 8,205 • Assets to be relinquished Industrial 13,785 Financial 52,042 77,367 309,388 Other write-downs of non-current assets Write-downs of current accounts receivable and cash and cash equivalents 13,600 322,988 Change in inventories of raw materials, supplies, consumable stores and merchandise 2,693 Other accruals/utilization: Prov. for costs of restoration or replacement of assets to be relinquished: • Accrued during the period 209,682 • Utilized during the period -139,682 70,000 Provision for sundry litigation 18,500 88,500 Sundry operating costs Losses on disposal or transfer of assets 1,830 Concession fees 12,420 Other charges 8,055 22,305 -858,374 Operating profit 380,503 (continued)

PROFIT AND LOSS ACCOUNT AUTOSTRADE PER L’ITALIA SpA (Thousands of euros) 1-Jul-2003 / 31-Dec-2003

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FINANCIAL INCOME AND CHARGES Income from equity investments Dividends from subsidiaries 1,026 Dividends from associated companies Dividends from other companies 627 Other income from equity investments 930 2,583 Other financial income Non-current accounts receivable • Parent companies • Other companies 388 388 Financial fixed assets other than equity investments Income other than the above • Interest and commission income from Parent Companies 642 • Interest and commission income from Subsidiaries 130 • Interest and commission income from others and sundry income 8,940 9,712 10,100 Interest expense and other financial charges Interest expense and other financial charges to Subsidiaries 1,463 Interest expense and other financial charges to Parent Companies 33,220 Interest and commission expense to others and sundry charges: • Interest and commission expense on bonded loans 1,430 • Interest and commission expense to banks 90,618 • Interest and commission expense to other lenders • Foreign exchange losses 12 • Foreign exchange losses due to euro conversion • Interest and commission expense and sundry charges 1,306 • Prov. for possible non-recoveries on overdue interest 93,366 -128,049TOTAL FINANCIAL INCOME AND CHARGES -115,366VALUE ADJUSTMENTS TO FINANCIAL ASSETS Revaluations of equity investments Write-downs of equity investments -585 -585TOTAL VALUE ADJUSTMENTS -585EXTRAORDINARY INCOME AND CHARGES Extraordinary income Other extraordinary income 4,016 Other period income and non-existent assets 1,049 5,065 Extraordinary charges Other losses and non-existent liabilities 551 Taxes related to prior years Other non-operating charges Incentive bonus (employee reduction plan) 6,211 -6,762TOTAL EXTRAORDINARY ITEMS -1,697PROFIT (LOSS) BEFORE TAXES 262,855 Income taxes for the period Current taxes 206,392 Deferred taxes -90,005 116,387NET PROFIT (LOSS) FOR THE PERIOD 146,468

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OTHER SUBSIDIARIES AND ASSOCIATED COMPANIES FINANCIAL HIGHLIGHTS (31 DECEMBER 2003 AND 31 DECEMBER 2002)

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SUBSIDIARIES• Tangenziale di Napoli SpA • Autostrada Torino-Savona SpA • Società Autostrada Tirrenica pA • Autostrade Meridionali SpA • Società Italiana per Azioni per il Traforo del Monte Bianco • Raccordo Autostradale Valle d’Aosta SpA• Autostrade International SpA• Autostrade International U.S. Holdings, Inc. and Subsidiaries• Autostrade Participations SA• Pavimental SpA• Spea-Ingegneria Europea SpA• Sitech SpA (in liquidation)• Infoblu SpA• Europpass LKW-Mautsystem GmbH • Strada dei Parchi SpA• EsseDiEsse SpA• TowerCo SpA• Consorzio per la Valorizzazione Ambientale delle Grandi Infrastrutture Viarie

ASSOCIATED COMPANIES• Autostrada Pedemontana Lombarda SpA• SABA Italia SpA• Consorzio Autostrade Italiane Energia• Passante del Nord-Est ScpA• Nuova Romea SpA• Pedemontana Veneta SpA• Tangenziali Esterne di Milano SpA

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REGISTERED OFFICE Turin TurinSHARE CAPITAL 161,720 161,720of which paid in 161,720 161,720AUTOSTRADE SHAREHOLDING 99.98% 99.98%FINANCIAL HIGHLIGHTS • Intangible assets 292 109• Tangible assets 234,058 232,882• Non-current financial assets 244 322 of which: equity investments 2 2• Other non-financial accounts receivable 12,635 11,262• Financial accounts receivable 3,065 1,706• Cash and cash equivalents 96,141 106,473• Shareholders’ equity 178,301 171,782 of which: net profit (loss) for the period 7,546 3,627• Provisions for liabilities and charges 19,947 15,757• Other non-financial accounts payable 24,253 25,124• Financial accounts payable 119,885 135,911• Value of production 54,449 47,297 of which: net revenues from tolls 50,251 43,441• Cost of production 39,766 39,143 of which: personnel cost 11,370 11,669 Amortisation, depreciation and writedowns 7,160 6,907 Other provisions 4,190 3,500• Financial income (charges) -1,069 -1,101• Value adjustments to financial assets • Extraordinary income (charges) -428 -556• Income taxes for the period 5,640 2,869

2003 2002AUTOSTRADA TORINO-SAVONA SpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Naples NaplesSHARE CAPITAL 107,741 107,741of which paid in 107,741 107,741AUTOSTRADE SHAREHOLDING 100% 100%FINANCIAL HIGHLIGHTS • Intangible assets 80,115 82,493• Tangible assets 122,938 118,328• Non-current financial assets 489 600 of which: equity investments 2 2• Other non-financial accounts receivable 21,706 19,476• Financial accounts receivable 4,659• Cash and cash equivalents 592 688• Shareholders’ equity 122,772 118,034 of which: net profit (loss) for the period 6,617 6,222• Provisions for liabilities and charges 26,317 26,560• Other non-financial accounts payable 8,532 9,246• Financial accounts payable 60,060 64,419• Value of production 51,806 51,076 of which: net revenues from tolls 49,152 48,796• Cost of production 37,372 37,315 of which: personnel costs 22,131 22,545 Amortisation, depreciation and writedowns 5,901 5,899 Other provisions -91 -332• Financial income (charges) 123 -403• Value adjustments to financial assets • Extraordinary income (charges) -1,838 -562• Income taxes for the period 6,101 6,574

2003 2002TANGENZIALE DI NAPOLI SpA - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Rome RomeSHARE CAPITAL 24,461 24,461of which paid in 24,461 24,461AUTOSTRADE SHAREHOLDING 93.24% 93.24%FINANCIAL HIGHLIGHTS • Intangible assets • Tangible assets 102,761 95,790 • Non-current financial assets 126 136 of which: equity investments 51 51 • Other non-financial accounts receivable 10,084 7,935 • Financial accounts receivable 8,734 21,697 • Cash and cash equivalents 691 3,547 • Shareholders’ equity 33,720 36,494 of which: net profit (loss) for the period 6,684 9,911 • Provisions for liabilities and charges 6,253 7,341 • Other non-financial accounts payable 8,765 11,590 • Financial accounts payable 72,642 72,901 • Value of production 22,243 22,406 of which: net revenues from tolls 20,781 20,511 • Cost of production 11,116 11,682 of which: personnel costs 4,083 4,793 Amortisation, depreciation and writedowns 1,870 1,618 Other provisions -1,088 241 • Financial income (charges) 443 725 • Value adjustments to financial assets • Extraordinary income (charges) -256 -332 • Income taxes for the period 4,630 1,206

2003 2002SOCIETÀ AUTOSTRADA TIRRENICA pA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Naples NaplesSHARE CAPITAL 9,056 9,056of which paid in 9,056 9,056AUTOSTRADE SHAREHOLDING 58.98% 58.98%FINANCIAL HIGHLIGHTS • Intangible assets 1,845 5,972• Tangible assets 119,544 93,838• Non-current financial assets 1,499 892 of which: equity investments 1 1• Other non-financial accounts receivable 27,939 23,054• Financial accounts receivable • Cash and cash equivalents 1,080 1,327• Shareholders’ equity 67,297 59,120 of which: net profit (loss) for the period 11,327 10,496• Provisions for liabilities and charges 21,035 16,317• Other non-financial accounts payable 27,213 21,936• Financial accounts payable 29,387 21,027• Value of production 68,313 60,231 of which: net revenues from tolls 63,293 58,195• Cost of production 47,105 41,826 of which: personnel costs 20,679 20,411 Amortisation, depreciation and writedowns 8,964 6,736 Other provisions 5,475 3,470• Financial income (charges) -370 -532• Value adjustments to financial assets • Extraordinary income (charges) -533 120• Income taxes for the period 8,978 7,497

2003 2002AUTOSTRADE MERIDIONALI SpA - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Rome RomeSHARE CAPITAL 343,805 343,805of which paid in 343,805 343,805TRAFORO MONTE BIANCO SHAREHOLDING 58.00% 58.00%FINANCIAL HIGHLIGHTS • Intangible assets • Tangible assets 398,320 359,651• Non-current financial assets 63 90 of which: equity investments 1 1• Other non-financial accounts receivable 5,306 4,195• Financial accounts receivable 86,306 72,129• Cash and cash equivalents 43,301 55,700• Shareholders’ equity 474,447 472,451 of which: net profit (loss) for the period 1,997 1,472• Provisions for liabilities and charges 3,559 3,385• Other non-financial accounts payable 55,817 16,958• Financial accounts payable • Value of production 7,966 6,078 of which: net revenues from tolls 7,163 4,947• Cost of production 8,525 9,175 of which: net revenues from tolls 3,511 3,756 Amortisation, depreciation and writedowns 174 510 Other provisions 173 428• Financial income (charges) 4,512 5,604• Value adjustments to financial assets -580 48• Extraordinary income (charges) -79 -32• Income taxes for the period 1,298 1,051

2003 2002RACCORDO AUTOSTRADALE VALLE D’AOSTA SpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Pré-Saint-Didier Pré-Saint-Didier (Aoste) (Aoste) SHARE CAPITAL 109,085 109,085of which paid in 109,085 109,085AUTOSTRADE SHAREHOLDING 51.00% 51.00%FINANCIAL HIGHLIGHTS • Intangible assets 575 5• Tangible assets 145,912 151,532• Non-current financial assets 165,827 165,920 of which: equity investments 165,752 165,750• Other non-financial accounts receivable 18,095 22,783• Financial accounts receivable 353• Cash and cash equivalents 3,294 10,369• Shareholders’ equity 184,560 185,831 of which: net profit (loss) for the period -1,271 -21,666• Provisions for liabilities and charges 1,689 1,514• Other non-financial accounts payable 16,856 39,889• Financial accounts payable 128,004 121,131• Value of production 30,467 18,960 of which: net revenues from tolls 25,029 12,778• Cost of production 31,955 35,538 of which: personnel costs 5,449 5,489 Amortisation, depreciation and writedowns 8,884 8,468 Other provisions 175 -336• Financial income (charges) -5,511 -4,865• Value adjustments to financial assets • Extraordinary income (charges) 1,429 -95• Income taxes for the period -4,300 127

2003 2002SOCIETÀ ITALIANA PER AZIONI PER IL TRAFORO DEL MONTE BIANCO - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Rome RomeSHARE CAPITAL 20,555 20,555of which paid in 20,555 6,154AUTOSTRADE SHAREHOLDING 100.00% 90.00%FINANCIAL HIGHLIGHTS • Intangible assets • Tangible assets 4 6 • Non-current financial assets 14 15 of which: equity investments • Other non-financial accounts receivable 220 926 • Financial accounts receivable 157,227 6,126 • Cash and cash equivalents 149 94 • Shareholders’ equity 21,626 21,456 of which: net profit (loss) for the period 170 124 • Provisions for liabilities and charges • Other non-financial accounts payable 124 111 • Financial accounts payable 135,863 • Value of production 31 529 of which: net revenues from tolls • Cost of production 188 710 of which: personnel costs 471 Amortisation, depreciation and writedowns 2 3 Other provisions • Financial income (charges) 381 286 • Value adjustments to financial assets • Extraordinary income (charges) -54 22 • Income taxes for the period 2

2003 2002AUTOSTRADE INTERNATIONAL SpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Delaware (USA) Delaware (USA)SHARE CAPITAL 30,710 272of which paid in 30,710 272AUTOSTRADE INTERNATIONAL SHAREHOLDING 100% 100%FINANCIAL HIGHLIGHTS • Intangible assets • Tangible assets • Non-current financial assets of which: equity investments • Other non-financial accounts receivable 207 347 • Financial accounts receivable • Cash and cash equivalents 342 736 • Shareholders’ equity 315 734 of which: net profit (loss) for the period -329 78 • Provisions for liabilities and charges • Other non-financial accounts payable 94 370 • Financial accounts payable • Value of production 4,647 4,867 of which: net revenues from tolls • Cost of production 4,970 4,786 of which: personnel costs 2,288 2,596 Amortisation, depreciation and writedowns Other provisions • Financial income (charges) -6 -3 • Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period

2003 2002AUTOSTRADE INTERNATIONAL US HOLDINGS Inc. AND SUBSIDIARIES - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Rome RomeSHARE CAPITAL 4,669 4,669of which paid in 4,669 4,669AUTOSTRADE SHAREHOLDING 71.67% 71.67%FINANCIAL HIGHLIGHTS • Intangible assets 1,018 1,297• Tangible assets 19,069 18,235• Non-current financial assets 498 595 of which: equity investments 5 5• Other non-financial accounts receivable 18,042 18,714• Financial accounts receivable 1,265 2,183• Cash and cash equivalents 581 8,890• Shareholders’ equity 10,299 8,033 of which: net profit (loss) for the period 2,266 1,301• Provisions for liabilities and charges 2,473 3,537• Other non-financial accounts payable 74,719 60,765• Financial accounts payable 1,682 5,353• Value of production 169,810 136,861 of which: personnel costs • Cost of production 163,625 132,060 of which: personnel costs 23,971 23,279 Amortisation, depreciation and writedowns 5,235 4,196 Other provisions 120 • Financial income (charges) -393 -951• Value adjustments to financial assets -42 -200• Extraordinary income (charges) -643 -619• Income taxes for the period 2,840 1,730

2003 2002PAVIMENTAL SpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Luxembourg LuxembourgSHARE CAPITAL 266,000 160,000of which paid in 266,000 160,000AUTOSTRADE SHAREHOLDING 100.00% 99.97%FINANCIAL HIGHLIGHTS • Intangible assets 802 1,535• Tangible assets 10 11• Non-current financial assets 316,701 266,229 of which: equity investments 264,697 266,229• Other non-financial accounts receivable 271 382• Financial accounts receivable • Cash and cash equivalents 5,036 11,985• Shareholders’ equity 270,523 278,665 of which: net profit (loss) for the period 9,003 9,208• Provisions for liabilities and charges 85 31• Other non-financial accounts payable 41 • Financial accounts payable 52,017 1,448• Value of production 52 682 of which: net revenues from tolls • Cost of production 906 592 of which: personnel costs Amortisation, depreciation and writedowns 736 464 Other provisions • Financial income (charges) 10,192 9,148• Value adjustments to financial assets -373 • Extraordinary income (charges) 93 • Income taxes for the period 55 31

2003 2002AUTOSTRADE PARTICIPATIONS SA - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Milan MilanSHARE CAPITAL 5,160 5,160of which paid in 5,160 5,160AUTOSTRADE SHAREHOLDING 100% 100%FINANCIAL HIGHLIGHTS • Intangible assets 665 638• Tangible assets 2,218 1,803• Non-current financial assets 408 589 of which: equity investments 83 77• Other non-financial accounts receivable 32,048 28,319• Financial accounts receivable • Cash and cash equivalents 454 1,484• Shareholders’ equity 14,581 11,936 of which: net profit (loss) for the period 3,295 1,330• Provisions for liabilities and charges 2,886 2,163• Other non-financial accounts payable 49,812 35,189• Financial accounts payable 14,113 14,365• Value of production 79,307 58,096 of which: net revenues from tolls • Cost of production 70,598 52,985 of which: personnel costs 22,337 20,298 Amortisation, depreciation and writedowns 1,316 1,004 Other provisions 1,200 316• Financial income (charges) -813 -688• Value adjustments to financial assets • Extraordinary income (charges) -601 -484• Income taxes for the period 4,000 2,608

2003 2002SPEA INGEGNERIA EUROPEA SpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Rome RomeSHARE CAPITAL 3,300 3,300of which paid in 3,140 3,101AUTOSTRADE SHAREHOLDING 79.40% 79.40%FINANCIAL HIGHLIGHTS • Intangible assets 2• Tangible assets • Non-current financial assets 5,939 of which: equity investments 5• Other non-financial accounts receivable 288 545• Financial accounts receivable 36,607 112,751• Cash and cash equivalents 11 31• Shareholders’ equity 36,411 119,220 of which: net profit (loss) for the period 1,135 -2,089• Provisions for liabilities and charges 600 • Other non-financial accounts payable 80 248• Financial accounts payable • Value of production 41 of which: net revenues from tolls • Cost of production 688 1,128 of which: personnel costs Amortisation, depreciation and writedowns 471 Other provisions 600 • Financial income (charges) 1,763 1,069• Value adjustments to financial assets -104,067• Extraordinary income (charges) 60 -15• Income taxes for the period * The company was placed in liquidation in 2003.

2003 2002SITECH SpA (in liquidation)* - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Vienna ViennaSHARE CAPITAL 35 35of which paid in 35 35AUTOSTRADE SHAREHOLDING 100% 100%FINANCIAL HIGHLIGHTS • Intangible assets 8,718 7,683• Tangible assets 204,215 40,277• Non-current financial assets of which: equity investments • Other non-financial accounts receivable 51,269 2,850• Financial accounts receivable • Cash and cash equivalents 19,300 3,217• Shareholders’ equity 68,234 22,667 of which: net profit (loss) for the period -13,083 -7,568• Provisions for liabilities and charges • Other non-financial accounts payable 32,886 19,445• Financial accounts payable 182,021 11,906• Value of production 8,679 6,821 of which: net revenues from tolls • Cost of production 31,921 14,954 of which: personnel costs 4,329 928 Amortisation, depreciation and writedowns 4,574 1,686 Other provisions • Financial income (charges) -1,458 -111• Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period -11,617 -676

2003 2002EUROPPASS LKW-MAUTSYSTEM GmbH - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Rome RomeSHARE CAPITAL 5,160 5,160of which paid in 5,160 5,160AUTOSTRADE SHAREHOLDING 100% 100%FINANCIAL HIGHLIGHTS • Intangible assets 5 18• Tangible assets 132 148• Non-current financial assets of which: equity investments • Other non-financial accounts receivable 751 4• Financial accounts receivable 4,400 4,352• Cash and cash equivalents 39 39• Shareholders’ equity 4,920 4,194 of which: net profit (loss) for the period 726 -249• Provisions for liabilities and charges • Other non-financial accounts payable 378 162• Financial accounts payable 160• Value of production 1,881 1,025 of which: net revenues from tolls • Cost of production 1,213 1,338 of which: personnel costs 909 954 Amortisation, depreciation and writedowns 45 42 Other provisions • Financial income (charges) 107 66• Value adjustments to financial assets • Extraordinary income (charges) 1 15• Income taxes for the period 50 17

2003 2002INFOBLU SpA - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Rome RomeSHARE CAPITAL 20,000 15,500of which paid in 20,000 4,650AUTOSTRADE SHAREHOLDING 60% 60%FINANCIAL HIGHLIGHTS • Intangible assets 70 4• Tangible assets 801,861• Non-current financial assets 749 of which: equity investments 5• Other non-financial accounts receivable 26,363 4• Financial accounts receivable 116• Cash and cash equivalents 58,288 4,671• Shareholders’ equity 13,601 15,510 of which: net profit (loss) for the period -16,878 10• Provisions for liabilities and charges 25,838• Other non-financial accounts payable 24,876 19• Financial accounts payable 820,365• Value of production 85,558 of which: net revenues from tolls 83,097• Cost of production 58,358 14 of which: personnel costs 29,366 Amortisation, depreciation and writedowns 12,764 Other provisions 15• Financial income (charges) -48,018 30• Value adjustments to financial assets • Extraordinary income (charges) -911• Income taxes for the period -4,852

2003 2002STRADA DEI PARCHI SpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Rome RomeSHARE CAPITAL 500 of which paid in 500 AUTOSTRADE SHAREHOLDING 100% 99%FINANCIAL HIGHLIGHTS • Intangible assets 9 2• Tangible assets • Non-current financial assets of which: equity investments • Other non-financial accounts receivable 651 • Financial accounts receivable 2,089 84• Cash and cash equivalents 9 5• Shareholders’ equity 616 85 of which: net profit (loss) for the period 114 -7• Provisions for liabilities and charges • Other non-financial accounts payable 1,418 5• Financial accounts payable 722 • Value of production 11,794 of which: net revenues from tolls • Cost of production 11,104 9 of which: personnel costs 16 Amortisation, depreciation and writedowns 3 1 Other provisions • Financial income (charges) 27 3• Value adjustments to financial assets • Extraordinary income (charges) 1• Income taxes for the period 602 0* The company was established in 2003. The figures for 2002 refer to Autostrade Telecomunicazioni Fixed SpA.

2003 2002*ESSEDIESSE SpA - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE FlorenceSHARE CAPITAL 10of which paid in 10AUTOSTRADE SHAREHOLDING 51% FINANCIAL HIGHLIGHTS • Intangible assets • Tangible assets • Non-current financial assets of which: equity investments • Other non-financial accounts receivable 27• Financial accounts receivable • Cash and cash equivalents 102• Shareholders’ equity 114 of which: net profit (loss) for the period -120• Provisions for liabilities and charges • Other non-financial accounts payable 15• Financial accounts payable • Value of production 1 of which: net revenues from tolls • Cost of producion 121 of which: personnel costs Amortisation, depreciation and writedowns Other provisions • Financial income (charges) • Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period

2002CONSORZIO PER LA VALORIZZAZIONE AMBIENTALE DELLE GRANDI INFRASTRUTTURE VIARIE - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Rome SHARE CAPITAL 20,100of which paid in 20,100AUTOSTRADE SHAREHOLDING 100% FINANCIAL HIGHLIGHTS • Intangible assets 67• Tangible assets 4,023• Non-current financial assets of which: equity investments • Other non-financial accounts receivable 2,391• Financial accounts receivable 17,399• Cash and cash equivalents 99• Shareholders’ equity 20,400 of which: net profit (loss) for the period 300• Provisions for liabilities and charges • Other non-financial accounts payable 3,483• Financial accounts payable • Value of production 1,275 of which: net revenues from tolls • Cost of production 976 of which: personnel costs 241 Amortisation, depreciation and writedowns 139 Other provisions • Financial income (charges) 204• Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period 203* The company was established in 2003.

2003*TOWERCO SpA (Thousands of euros)

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REGISTERED OFFICE Milan MilanSHARE CAPITAL 10,000 10,000of which paid in 10,000 4,498AUTOSTRADE SHAREHOLDING 50% 50%FINANCIAL HIGHLIGHTS • Intangible assets 4,921 1,435• Tangible assets 50 45• Non-current financial assets of which: equity investments • Other non-financial accounts receivable 1,206 446• Financial accounts receivable • Cash and cash equivalents 2,901 2,705• Shareholders’ equity 8,661 9,307 of which: net profit (loss) for the period -645 -491• Provisions for liabilities and charges • Other non-financial accounts payable 275 688• Financial accounts payable • Value of production of which: net revenues from tolls • Cost of production 667 562 of which: personnel costs 229 217 Amortisation, depreciation and writedowns 13 12 Other provisions • Financial income (charges) 25 91• Value adjustments to financial assets • Extraordinary income (charges) 3 19• Income taxes for the period

2003 2002AUTOSTRADA PEDEMONTANA LOMBARDA SpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE RomeSHARE CAPITAL 28,600of which paid in 28,600AUTOSTRADE SHAREHOLDING 40.00% FINANCIAL HIGHLIGHTS • Intangible assets 10,609• Tangible assets 25,713• Non-current financial assets 235 of which: equity investments 20• Other non-financial accounts receivable 19,845• Financial accounts receivable 52• Cash and cash equivalents 1,529• Shareholders’ equity 35,958 of which: net profit (loss) for the period 127• Provisions for liabilities and charges 4,290• Other non-financial accounts payable 10,627• Financial accounts payable • Value of production 22,002• Cost of production 21,658 of which: personnel costs 9,073 Amortisation, depreciation and writedowns 2,832 Other provisions 800• Financial income (charges) 160• Value adjustments to financial assets • Extraordinary income (charges) 55• Income taxes for the period

2002SABA ITALIA SpA - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Venice VeniceSHARE CAPITAL 2,500 2,500of which paid in 750 750AUTOSTRADE SHAREHOLDING 26% 26%FINANCIAL HIGHLIGHTS • Intangible assets 4 67• Tangible assets • Non-current financial assets of which: equity investments • Other non-financial accounts receivable 227 101• Financial accounts receivable • Cash and cash equivalents 559 702• Shareholders’ equity 2,500 2,500 of which: net profit (loss) for the period • Provisions for liabilities and charges 10• Other non-financial accounts payable 40 110• Financial accounts payable • Value of production 110 92• Cost of production 115 97 of which: personnel costs Amortisation, depreciation and writedowns 63 17 Other provisions 10• Financial income (charges) 7 11• Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period

2003 2002PASSANTE DEL NORD-EST ScpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Rome RomeSHARE CAPITAL 87 90of which paid in 87 90AUTOSTRADE SHAREHOLDING 33.3% 32.2%FINANCIAL HIGHLIGHTS • Intangible assets 4 4 • Tangible assets • Non-current financial assets of which: equity investments • Other non-financial accounts receivable 16 16 • Financial accounts receivable • Cash and cash equivalents 77 70 • Shareholders’ equity 87 90 of which: net profit (loss) for the period • Provisions for liabilities and charges • Other non-financial accounts payable 10 12 • Financial accounts payable • Value of production 13 12 • Cost of production 14 14 of which: personnel costs Amortisation, depreciation and writedowns 2 2 Other provisions • Financial income (charges) 1 2 • Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period

2003 2002CONSORZIO AUTOSTRADE ITALIANE ENERGIA - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE VeniceSHARE CAPITAL 1,000of which paid in 1,000AUTOSTRADE SHAREHOLDING 20% FINANCIAL HIGHLIGHTS • Intangible assets 2,939• Tangible assets • Non-current financial assets of which: equity investments • Other non-financial accounts receivable 37• Financial accounts receivable • Cash and cash equivalents 940• Shareholders’ equity 945 of which: net profit (loss) for the period -55• Provisions for liabilities and charges • Other non-financial accounts payable 2,970• Financial accounts payable • Value of production • Cost of production 57 of which: personnel costs Amortisation, depreciation and writedowns 17 Other provisions • Financial income (charges) 3• Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period * The company was founded in 2003.

2003*NUOVA ROMEA SpA - KEY FIGURES (Thousands of euros)

REGISTERED OFFICE Verona VeronaSHARE CAPITAL 3,000 3,000of which paid in 900 900AUTOSTRADE SHAREHOLDING 38% 38%FINANCIAL HIGHLIGHTS • Intangible assets 584 520• Tangible assets • Non-current financial assets of which: equity investments • Other non-financial accounts receivable 111 84• Financial accounts receivable • Cash and cash equivalentse 229 489• Shareholders’ equity 2,921 2,979 of which: net profit (loss) for the period -59 -21• Provisions for liabilities and charges • Other non-financial accounts payable 103 214• Financial accounts payable • Value of production • Cost of production 48 11 of which: personnel costs Amortisation, depreciation and writedowns 17 17 Other provisions • Financial income (charges) 7 8• Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period

2003 2002PEDEMONTANA VENETA SpA - KEY FIGURES (Thousands of euros)

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REGISTERED OFFICE Assago AssagoSHARE CAPITAL 6,000 6,000of which paid in 6,000 6,000AUTOSTRADE SHAREHOLDING 32% 32%FINANCIAL HIGHLIGHTS • Intangible assets 2,523 1,479 • Tangible assets 19 8 • Non-current financial assets 14 10 of which: equity investments • Other non-financial accounts receivable • Financial accounts receivable • Cash and cash equivalents 2,150 1,627 • Shareholders’ equity 4,839 5,606 of which: net profit (loss) for the period -768 -394 • Provisions for liabilities and charges • Other non-financial accounts payable 225 815 • Financial accounts payable • Value of production • Cost of production 771 402 of which: personnel costs 86 36 Amortisation, depreciation and writedowns 7 7 Other provisions • Financial income (charges) 3 8 • Value adjustments to financial assets • Extraordinary income (charges) • Income taxes for the period

2003 2002TANGENZIALI ESTERNE DI MILANO SpA - KEY FIGURES (Thousands of euros)

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THE AUTOSTRADE GROUP AT 31 DECEMBER 2003CONSOLIDATED BALANCE SHEET, PROFIT AND LOSS ACCOUNT AND NOTES TO THECONSOLIDATED FINANCIAL STATEMENTS

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CONSOLIDATED BALANCE SHEET AND PROFIT ANDLOSS ACCOUNT OF THE GROUP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSINTRODUCTIONACCOUNTING POLICES, BASIS OF CONSOLIDATION ANDCONSOLIDATION PROCEDURES BALANCE SHEETBALANCE SHEET - ASSETSBALANCE SHEET - LIABILITIES AND EQUITYPROFIT AND LOSS ACCOUNTOTHER APPENDICES TO THE CONSOLIDATEDFINANCIAL STATEMENTS

LIST OF EQUITY INVESTMENTSIN UNLISTED COMPANIES AT31 DECEMBER 2003 EXCEEDING10% OF SHARE CAPITAL

THE AUTOSTRADE GROUPAT 31 DECEMBER 2003 / CONTENTS

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CONSOLIDATED BALANCE SHEET ANDPROFIT AND LOSS ACCOUNT OF THE GROUP

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• Consolidated Financial Statements at 31 December 2003 in thousands of euros• Consolidated Profit and Loss Account year 2003 in thousands of euros

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SUBSCRIBED CAPITAL UNPAID FROM SHAREHOLDERS Called Uncalled 4,191 4,191FIXED ASSETS INTANGIBLE ASSETS Formation, start-up and similar costs 7,743 Research, development and advertising costs Industrial patent and intellectual property rights 5,267 Concessions, licenses trademarks and similar rights 84,379 Goodwill arising on consolidation (Art.33 Legislative Decree 127/91) 4,379,873 Assets under development and payments on account 5,097 Other intangible assets 193,844 4,676,203TANGIBLE ASSETS Land and buildings 34,013 Plant and machinery 11,545 Industrial and commercial equipment 24,558 Assets to be relinquished 5,575,478 Other tangible assets 20,302 Assets under construction and payments on account Assets under construction: • Motorways under construction 722,060 • Assets not to be relinquished under construction 1,962 724,022 Advances 27,723 751,745 6,417,641FINANCIAL ASSETS Shares in: Unconsolidated subsidiaries 1,066 Associated companies 57,009 Other companies 315,414 373,489 Payments on account for equity investments 31,806 [*] Accounts receivable Unconsolidated subsidiaries Associated companies 52,005 Parent companies Other: • Grants and subsidies from the government and other public entities 12 47 • Sundry 397 19,098 71,150 409 Other securities 476,445TOTAL FIXED ASSETS 11,570,289CURRENT ASSETS INVENTORIES Raw materials,supplies and consumable stores 33,485 Contract work in progress 102,757 Finished goods and merchandise Advances 136,242 [**]ACCOUNTS RECEIVABLE From customers 20,952 535,239 From unconsolidated subsidiaries 620 From associated companies 1,106 11,022 From parent companies From others 141,057 1,589,689 1,589,689 2,136,570 163,115FINANCIAL ASSETS Shares in associated companies Other shares 8Other securities 28,654 28,662CASH AND CASH EQUIVALENTS Cash at banks and post offices Pledged deposits 906,033 Deposits 120,975 1,027,008Cheques 27Cash and cash equivalents on hand 27,956 1,054,991TOTAL CURRENT ASSETS 3,356,465ACCRUED INCOME AND PREPAID EXPENSES Issue discounts and similar charges on loans 291Accrued income and other prepaid expense 13,494 13,785TOTAL ASSETS 14,944,730[*] Due within year. [**] Due after one year.

31-Dec-2003CONSOLIDATED BALANCE SHEET (Thousands of euros)ASSETS

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SHAREHOLDERS’ EQUITY Parent Company’s interest: • Share Capital 571,687 • Reteined Earneing and Reserves 448,775 • Consolidation reserve (Art. 33 of Legislative Decree 127/91) • Net profit for the year 156,760 1,177,222 Minority interests: • Capital and reserves 406,697 • Net profit for the year -7,036 399,661TOTAL SHAREHOLDERS’ EQUITY 1,576,883PROVISIONS FOR LIABILITIES AND CHARGES Provisions for income taxes 253 Other: • Provision for costs of restoration or replacement of assets to be relinquished 1,168,054 • Provision for higher revenues due to variable “X” 9,272 • Provisions for losses exceeding equity investments 2,250 • Provision for sundry litigation and liabilities 89,700 1,269,529EMPLOYEE TERMINATION INDENNITY 190,566ACCOUNTS PAYABLE [**] Bonds 25,823 Amounts due to banks • Medium and long-term debt 7,700,714 7,816,400 • Short-term debt 322,169 8,138,569 Amounts due to other lenders 848,045 917,240 Advances 82,963 Suppliers 7,169 433,963 Unconsolidated subsidiaries 30,543 Associated companies 29,189 Parent companies Taxes payable: • Balance of income taxes for the year 216,552 • Other taxes 1,144,401 1,360,953 Amounts due to social security institutions 20,588 Other accounts payable 213 788,479 11,828,310 8,556,141ACCRUED LIABILITIES AND DEFERRED INCOME Accrued liabilities and other deferred income 79,442TOTAL LIABILITIES AND EQUITY 14,944,730 MEMORANDUM ACCOUNTS Unsecured guarantees given: • Sureties in the interest of subsidiaries 181,465 • Sureties in the interest of associated companies 8,013 • Sureties in the interest of others 82,094 • Other unsecured guarantees 15,494 287,066 Secured guarantees given: • For own bonds other than debt • For debts included in the financial statements Purchase and sale commitments 1,892,658 Other 1,002,880TOTAL 3,182,604[**] Amounts due after one year.

31-Dec-2003LIABILITIES AND EQUITY

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VALUE OF PRODUCTION Revenues from sales and services: Gross revenues from tolls 2,422,610 Portion of tolls to be paid to the government -93,506 Net revenues from tolls 2,329,104 Other revenues 229,069 2,558,173 Change in contract work in progress 2,266 Change in inventories of finished products Capitalization of internal construction costs 133,861 Other revenues and income: Operating grants 302 Gains on disposal or transfer of assets 1,252 Other income 49,202 Fund transfer 1,170 51,926 2,746,226COST OF PRODUCTION Costs of raw materials, supplies,consumable stores and merchadise 141,978 Costs of services 435,885 Rent, leasing and similar costs 15,840 Personnel costs: Salaries and wages 349,482 Social security 111,804 Employee termination indennity 26,970 Other costs 3,924 492,180 Amortization, depreciation and writedowns: Amortization of intangible assets: • Amortization of goodwill arising on consolidation 260,707 • Amortization of other intangible assets 26,695 287,402 Depreciation of tangible assets: • Industrial depreciation of assets not to be relinquished: Land and buildings 1,688 Plant and machinery 3,188 Industrial and commercial equipment 9,420 Other tangible assets 20,724 • Assets to be relinquished: Industrial depreciation 43,516 Financial depreciation 170,460 248,996 536,398 Other writedowns of non-current assets Writedowns of current accounts receivable and cash and cash equivalents 20,786 557,184 Change in inventories of raw materials,supplies, consumable stores and merchandise 1,099 Other provisions: Provisions for costs of restor. and replac. of assets to be relinquished: • Accrued during the period 424,035 • Utilization during the period -293,625 130,410 Other 25,379 155,789 Sundry operating costs: Losses on disposal or transfer of assets 2,748 License fees 24,989 Other charges 26,975 54,712 -1,854,667 Operating profit 891,559

(continued)

2003CONSOLIDATED PROFIT AND LOSS ACCOUNT (Thousands of euros)

FINANCIAL INCOME AND CHARGES Income from equity investments Gains on disposal of equity investments Dividends from subsidiaries/associated companies Dividends from other companies 10,443 Other companies’ tax credit 353 Gains on disposal of minority interests 23,446 34,242 Other financial income from: Non-current accounts receivable • Associated companies 373 • Other 655 1,028 Financial fixed assets other than equity investments 17 Current financial asssets other than equity investments 2,485 Income other than above: • Interest and commission income from parent companies • Interest and commission income from associated companies 102 • Interest and commission income from unconsolidated subsidiaries • Foreign exchange gains 85 • Interest and commission income from others and sundry income 39,149 39,336 77,108 Interest expense and other financial charges: Interest and commission expense to parent compaies Interest and commission expense to unconsolidated subsidiaries 2,940 Interest and commission expense to asssociated companies Interest and commission expense to others and sundry charges: • Interest and commission expense on bonds 2,856 • Interest and commission expense to banks 321,527 • Interest and commission expense to other lenders 45,004 • Foreign exchange losses 170 • Other interest, commissions and sundry charges 60,260 • Provision for possible non-recovery of default interest 429,817 -432,757TOTAL FINANCIAL INCOME AND CHARGES -355,649VALUE ADJUSTMENTS TO FINANCIAL ASSETS Revaluations of: • Equity investments • Financial assets other than shares • Current securities other than equity investments Writedowns of: • Equity investments 645 • Financial assets other than shares 373 • Current securities other than equity investments 580 -1,598TOTAL VALUE ADJUSTMENTS -1,598EXTRAORDINARY INCOME AND CHARGES Extraordinay income: • Other period income and non-existent assets 6,082 • Release of provisions 290 • Other extraordinary income 6,360 • Gains on disposal of equity investments 8,536 • Gains on contribution of assets 548 21,816 Extraordinary charges: • Other period losses and non-existent liabilities 4,585 • Taxes related to previous years 1,359 • Losses on disposal of assets 2 • Incentive bonus (employee reduction plan) 18,082 • Other non-operating charges 623 -24,651TOTAL EXTRAORDINARY CHARGES -2,835PROFIT (LOSS) BEFORE TAXES 531,477 Income taxes for the year: • Current taxes 178,103 • Deferred taxes 127,787 305,890NET PROFIT (LOSS) FOR THE YEAR INCLUDING MINORITY INTERESTS 225,587 Net profit (-) / loss (+) for the year attributable to minority interests 7,036NET PROFIT FOR THE PERIOD (Attributable to the Parent Company) 232,623 Net profit for period prior to the acquisition (January-February 2003) -75,863NET PROFIT FOR THE PERIOD (Parent Company interest - 1/3-31/12) 156,760

2003

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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INTRODUCTION

Autostrade S.p.A., the Parent Company, was established on 11 June 2002 and effectively began operations on 6December 2002 with the decision to proceed with the public tender offer for the shares of the former Autostrade– Concessioni e Costruzioni Autostrade S.p.A.

These consolidated financial statements do not include comparative figures for 31 December 2002 since the con-dition requiring the preparation of such accounts did not exist. —— The main developments of the Group duringthe period (including extraordinary events) and those taking place after the balance-sheet date, as well as trans-actions with related parties, are discussed in the Directors Report to which reference is made.

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ACCOUNTING POLICIES, BASIS OF CONSOLIDATION AND CONSOLIDATION PROCEDURES

1VALUATION METHODS

INTANGIBLE ASSETS

TANGIBLE ASSETS

The accounting policies and valuation criteria used in the preparation of the consolidated financial statementsare consistent with those required by the Italian Civil Code. —— The structure and content of the consolidatedbalance sheet and the consolidated profit and loss account are in line with the provisions of Articles 2423 ter,2424, 2424 bis, 2425, 2425 bis of the Civil Code. —— The methods used to value the items in the consolidatedfinancial statements, make value adjustments and translate amounts originally denominated in currencies thatare not legal tender in Italy are in line with the provisions of Article 2423 bis (basis of preparation) and Article2426 (valuation methods) of the Civil Code. For valuation methods not specifically covered by Article 2426 of theCivil Code, the Italian and international accounting standards recommended by Consob have been applied. ——Where necessary, the accounting polices of Italian and foreign subsidiaries have been harmonised with those ofthe Group. This has not had any significant effects. —— During the year there were no exceptional eventsrequiring the application of the departures referred to in Article 2423, paragraph 4, of the Civil Code.

“Concessions, trademarks and similar rights” include the costs paid by Tangenziale di Napoli to ANAS to extendits concession. The the book value, equal to receivables due from ANAS related to operating grants matured inthe past but not collected, is deemed to be appropriate, since the financial plan attached to the new Agreement(Convenzione), inclusive of these costs, is in balance over the period of the extended concession. The costs areamortised based on a straight-line method in relation to the new expiry date of the concession.

"Goodwill arising on consolidation" represents the excess of the cost of the acquisition paid by the parentcompany Newco28 SpA (now Autostrade SpA) for the majority interest in Autostrade Concessioni e Costruzioni SpAover the related shareholders' equity. The goodwill is amortised based on a straight-line method over 15 years,the same period used by Autostrade per l'Italia to amortise the goodwill resulting from the contribution in kindmade by Autostrade Concessioni e Costruzioni SpA. Such period is a realistic and prudent estimate of theeconomicuseful life, in line with the expected pattern of economic benefits from the core motorway business.

“Other intangible assets” are stated at acquisition or production cost as determined in compliance with Article2426, paragraph 1, of the Civil Code, and are amortised on a systematic basis over their useful life, which variesfrom a minimum of three years to a maximum of six for the individual capitalised costs. Amortisation of incidentalexpenses incurred to obtain the Senior Long-Term Facility exceeds this limit because the charge is amortisedbased on a straight-line method over the term of the two tranches of the loan, which mature in 2012 and 2014.

“Formation, start-up and similar costs” and “Research, development and advertising costs” whose economicuseful life extends over several years, are capitalized among intangible assetswith the consent of the Board ofStatutory Auditors of each company, and are amortised over a period not grater than five years.

“Tangible assets” are carried at purchase or construction cost as determined in compliance with Article 2426,paragraph 1 of the Civil Code, and include monetary revaluations where specifically permitted by specific laws.

—— Tangible assets whose useful life is limited are depreciated every year based on a straight-line method overtheir estimated economic useful life.

“Assets to be relinquished" and "Assets under construction” also include financial charges and any directlyattributable costs, in conformity with statutory provisions and tax regulations and in accordance with national(Italian Accounting Principle CNDC&R No.16) and international (IAS 23) accounting standards. —— “Grants”received pursuant to law from the concession-granting agency or other government departments for investmentsin assets to be relinquished are deducted from the carrying value of the related assets and determine a reductionof depreciation charge for the period. —— Each transferable asset is depreciated over its estimated economicuseful life for theconcession operator, which is:A. until expiry of the concession, unless replacement is scheduled beforehand;B. until replacement, if replacement is scheduled before the expiry of the concession.

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In case A. where the assets to be relinquished are depreciated based on a straight-line method over the term ofthe concession, "financial depreciation" is more appropriate. In case B. where the expiry of the concession has noimpact on the wear and tear and obsolescence of the asset, “industrial depreciation” is applied. —— Thesubsidiary Autostrade per l'Italia has elected to adopt “industrial depreciation” for assets whose useful life isshorter than the concession (light construction, toll booths and other works), and “financial depreciation” forassets whose useful life is longer than the concession period (land, buildings, fixed works, but also lightconstruction, toll booths and other works when “industrial depreciation” for these assets would end after theexpiry of the concession). Società Italiana per Azioni per il Traforo del Monte Bianco applies “industrialdepreciation” to all its tangible assets, whereas other motorway concession operators apply financialdepreciation only, though complemented by the elements shown below in “Provision for costs of restoration orreplacement of assets to be relinquished”. —— “Financial depreciation” has been calculated on a straight–linebasis, except for Società Autostrada Tirrenica, Tangenziale di Napoli and Strada dei Parchi, which usedifferentiated rates according to the current financial plan. The depreciation of Strada dei Parchi, which iscalculated on an increasing charge basis in the company's own financial statements, has been restated on astraight-line basis in the consolidated accounts. —— Raccordo Autostradale Valle d'Aosta, also in accordancewith its financial plan, will charge “financial depreciation” from the time the entire section under concessionenters service, because it is from that date that the 30-year operating concession commences. No adjustmentshave been made to the consolidated financial statements for the effects of the lack of consistency in thedepreciation methods applied by the above companies for assets to be relinquished since the impact is notsignificant. —— With reference to assets to be relinquished, the net book value at the balance-sheet date,considering of the provision for restoration or replacement included in the provisions for liabilities and charges,adequately represent the residual charge for future years in respect of:• the transfer, free of charge, to the State, at the expiry of the concession, of the relevant assets whose useful lifeis longer than the term of the concession; • the replacement of assets to be relinquished whose useful life is shorter than the remaining portion of theconcession; • the restoration or replacement of the components of assets to be relinquished subject to wear and tear;• recovery of the investment, made by Autostrade per l'Italia, in the new works envisaged in the financial planattached to the Agreement (Convenzione) with ANAS.

With regards to the latter point, in return for an extension of the concession for the network then operated byAutostrade Concessioni e Costruzioni, Autostrade per l'Italia is committed to make certain capital investments(with an estimated value of about €4,500 million) whose expected profitability during the period of the concessiondoes not guarantee, based on available estimates, the return on the investments . Since the loss resulting fromthe operation of such investments cannot reliably be estimated, it was deemed appropriate to distribute theentire cost of such capital investments based on the straight-line method over the 42-year concession term,starting in 1997, when the new agreement was signed and the required capital investments were identified. Theaccruals calculated until the completion of the new works represent a provision to be used from the year whenthe works are completed and the roads open to traffic until the end of the concession to adjust the financialdepreciation charges for these works.

Planned non-recurring maintenance costs for future years are accrued in a specific “Provision for costs ofrestoration and replacement of assets to be relinquished”. For the sake of clarity maintenance costs incurred inthe year are charged to the statement of income and classified in a specific item “Other provisions/Uses” againsta utilization of the above mentioned provision. —— Assets related to motorway concession operators that are notrequired to be relinquished and tangible assets of other consolidated companies in general are depreciated on astraight-line basis applying ordinary depreciation rates permitted under tax regulation (reduced by half for assetsentering service during the period) as these rates are considered to be consistent with the wear and tear andobsolescence of such assets. The only exception are the on-board units provided to Telepass customers, which in

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view of their low unit cost and limited period of use are fully depreciated in the financial year in which they aredistributed.

Investments in unconsolidated subsidiaries, associated companies and other enterprises that are carried undernon-current financial assets are accounted for using the equity method or, in the case of equity investments ofnegligible value, at cost. —— It should be noted that liabilities due to a commitment to cover the capital shortfallof an investments are covered through specific allocations to the provision for “losses exceeding equityinvestments” which is posted under provisions for liabilities and charges.

Non-current securities are stated at purchase cost and are adjusted for declines in market prices to reflectpermanent impairment.

• “Raw materials, supplies and consumable stores” are stated at average weighted purchase cost. If averageweighted purchase costexceeds market prices, adjustments are made to reduce the value to market prices. Thedifference in the valuation methods adopted by the consolidated companies does not have a material impact onconsolidated financial statements.• “Contract work in progress” carried out by Autostrade per l'Italia on behalf of ANAS and local authorities isvalued at cost, which is essentially equal to the relevant amount receivable. The item also includes works carriedout on behalf of other companies, which are valued using the percentage-of-completion method.

Fixed-income securities and similar securities —— Fixed income securities are valued at the lower of purchasecost or the average price for the closing month of the period, as reported on the stock exchange or official pricesprovided by leading banks.

Accounts receivable are recorded under “Non-current financial assets” or “Current assets” depending on theircharacteristics. Accounts receivable are stated at nominal value and adjusted, where necessary, to net realisablevalue. Deferred tax assets are included under “Current assets” in accordance with the criteria described in thefollowing section “Taxes”.

Provisions for liabilities and charges include the following items:• The “Provision for deferred and other taxes” mainly relates to deferred taxes and is determined on the basis ofthe principles set out in the following section on "Taxes".• The “Provision for costs of restoration or replacement of assets to be relinquished” described in the earliersection on accounting for “Tangible assets”. • The “Provision for higher revenues on the “X” variable”, set up by SAM in accordance with the terms of Appendix“B” of the Agreement, which specifies that higher revenues from toll increases related to the “X”-variable of theprice-cap formula must be accrued at the annual rate of 20% to a specific provision, and recognised as adeduction from the cost of new works; • The ”Provision for excess equity investment writedowns ”: described in the section “Equity investments carriedas non-current financial assets”;• The “Provision for sundry litigation and liabilities” covers possible charges arising from litigation withpersonnel or contractors and for potential liabilities in respect of tax assessments.

The provision is calculated in accordance with Article 2120 of the Civil Code and is consistent with stafftermination payment rights which are vested at year-end, net of any advances and withholding tax onrevaluations.

EQUITY INVESTMENTSCARRIED AS NON-CURRENT FINANCIAL ASSETS

NON-CURRENT SECURITIES

INVENTORIES

CURRENT FINANCIALASSETS

ACCOUNTS RECEIVABLE

PROVISIONS FOR LIABILITIES ANDCHARGES

EMPLOYEETERMINATIONINDEMNITY

252/253

“Accounts payable” are stated at nominal valueand includes income taxes payable to the State, as determinedby Italian tax law.

“Issue discounts and similar charges on loans” relate to discounts and other expenses incurred to issue bonds,which are amortised over the term of the loan to which they refer. —— “Accrued income and other prepaidexpenses” and “Deferred income and accrued liabilities” are recognised on an accrual basis.

Income taxes for the period have been calculated on the basis of a realistic forecast of the tax liability, asdetermined by applying current tax regulations. —— Tax liabilities are shown in the balance sheet net of paymentsmade, tax withholdings and any dividend tax credits. Any positive difference is recorded under “Other accountsreceivable”. —— Deferred taxes deriving from temporary differences are not recorded only in the event it is highlyunlikely that the relative charge will materialise. They are provided for in the tax provision. —— Future tax benefitsderiving from tax losses carried forward or from temporary differencesare recorded only if it is reasonably certainthey will be realised in the future.

Revenues and costs are determined on an accrual basis. —— It should be noted that, due to theinterconnection of the road system and the necessary allocation of toll revenues among the differentconcessionoperators, the calculation of a portion of tolls collected during the latter part of the period is based onreasonable estimates. —— Revenues from long term construction projects are recognised on the basis of theamounts invoiced or to be invoiced to contractors on a percentage-of-completion basis.

Financial accounts receivable and payable denominated in currencies other than the Euro are translated at theend-period exchange rate, in accordance with Document No. 26 issued by the National Council of the ItalianAccounting Profession.

As regards guarantees given and commitments, it should be noted that:• guarantees are stated at the value of the outstanding balance of the loan or other obligations that have beenguaranteed;• purchase and sale commitments are determined on the basis of any residual obligation to perform under opencontracts;• claims by contractors are recorded based on their requests. The valuation of potential risk for the Companyreflects a much lower amount, as described in the corresponding section of the notes.

Derivatives outstanding at the end of the year are valued at cost considering they are entered into for the solepurpose of hedging the interest rate risk on financial debt. —— Gains and losses on derivatives are recognisedin the income statement on an accrual basis, consistent with the expenses and income on the underlyingtransactions.

ACCOUNTS PAYABLE

ACCRUED INCOM ANDPREPAID EXPENSES,DEFERRED INCOME ANDACCRUED LIABILITIES

TAXES

REVENUES AND COSTS

FOREIGN CURRENCYTRANSACTIONS AND ITEMS

MEMORANDUMACCOUNTS

DERIVATIVEINSTRUMENTS

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In addition to the Parent Company Autostrade SpA, subsidiaries that are directly or indirectly owned as providedfor by Article 2359, paragraph 1.1, of the Civil Code areconsolidated.

A) Subsidiaries directly owned by Autostrade SpA

Autostrade per l'Italia SpA is the concession operator for motorways with a total length of 2,854.6 km(Autostrade’s shareholding: 100%);Autostrade Participations SA’s purpose is to manage equity investments in foreign companies (Autostrade’sshareholding 100%);Autostrade International SpA bids for contracts to build and operate, under concession, toll roads, both as aservice provider and as an operator and investor. (Autostrade’s shareholding: 100%);Europass Lkw-Mautsystem Gmbh has a licence to design and operate an automatic toll collection system inAustria (Autostrade’s shareholding: 100%);Infoblu SpA offers info-media-mobility services (Autostrade’s shareholding: 100%);TowerCo SpA is active in the engineering, construction and operation of multi-operator telecommunications sitesalong the motorway road-bed (Autostrade’s shareholding: 100%).

B) Subsidiaries indirectly owned by Autostrade SpA

Autostrada Torino-Savona SpA is the concession operator for the motorway linking Turin and Savona in the regionsof Piedmont and Liguria, covering a distance of 130.9 Km. (Autostrade per l'Italia's shareholding: 99.98%);Autostrade Meridionali SpA is the concession operator for the Naples – Pompei – Salerno motorway (Autostradeper l'Italia's shareholding: 58.98%), covering a distance of 51.6 Km;Tangenziale di Napoli SpA is the concession operator for the 20.2 km beltway skirting Naples (Autostrade perl'Italia's shareholding: 100%);Società Autostrada Tirrenica pA is the concession operator for the 238 km motorway link between Livorno andCivitavecchia, of which 36.6 km is open to vehicles (Autostrade per l'Italia's shareholding: 93.24%);Società Italiana per Azioni per il Traforo del Monte Bianco is the concession operator for the 5.8 km Italian stretchof the Mont Blanc tunnel (Autostrade per l'Italia's shareholding: 51%);Strada dei Parchi SpA is the concession operator for the maintenance and operation of the A24-A25 motorway,covering a total of 281.4 km (Autostrade per l'Italia's shareholding: 60%);Pavimental SpA provides maintenance work on the motorway network (Autostrade per l'Italia's shareholding:71.67%);Spea - Ingegneria Europea SpA’s principal activities are engineering, road planning, work and productionsupervision for the Group’s motorway system (Autostrade per l'Italia's shareholding: 100%);EsseDiEsse Società di Servizi SpA provides administrative, payroll, general and property services (Autostrade perl'Italia's shareholding: 100%);Raccordo Autostradale Valle d'Aosta SpA is the concession operator for the 32.3 km motorway link (27.0 km nowopen to vehicles) between Aosta and the Mont Blanc tunnel. It is a direct subsidiary of Società Italiana per Azioniper il Traforo del Monte Bianco, which holds 58% of its ordinary shares;Autostrade International US Holdings Inc and Subsidiaries is wholly-owned by Autostrade Participations, andentirely controls Autostrade International of VA O&M Inc.

2BASIS OFCONSOLIDATION

—

—

—

—

——

—

—

—

—

—

—

—

—

—

—

—

254/255

Pursuant to Article 28 of Legislative Decree 127/1991, the following subsidiaries are not significant to require tobe consolidated:• Pavimental Est (100% directly owned by Pavimental);• Consorzio Spea-Tecnic (97% directly owned by Spea);• Consorzio Valorizzazione Ambientale Infrastrutture Viarie (51% directly owned by Autostrade).In addition, Sitech SpA (79.4% owned by Autostrade) has not been consolidated as it is in liquidation.

The table containing a list of direct and indirect investments at 31 December 2003 states the type ofshareholdings (direct or indirect), if they are consolidated and, if not, the value at which they are carried in theconsolidated financial statements.

The individual companies’ financial statements used to prepare the consolidated financial statements are thoseat 31 December 2003 that have been approved by the respective Board of Directors of the individual companiesand audited. —— In a number of cases, the financial statements of the Italian subsidiaries have been adjustedin order to ensure consistency with the accounting policies of the Parent Company. —— Foreign companies haveprepared a reporting package in accordance with the Group's accounting policies, reclassifying or supplementingthe data in their financial statements. These reporting packages have also been audited. —— The structure andthe content of the consolidated balance sheet and the consolidated profit and loss account are those envisagedin Legislative Decree 127/1991 and transposed into the Civil Code. —— As in the past, the financial statementswere consolidated using the following procedures and methods:A. applying the global integration method, under which all the assets, liabilities, costs and revenues of eachcompany are taken up in full, regardless of the ownership percentage;B. eliminating significant transactions and balancesbetween Group companies;C. eliminating intra-group dividends;D. eliminating the book value of the investments in consolidated companies against the shareholders' equityattributable to the companies. Any negative goodwill arising on consolidation (shareholders' equity greater thanthe book value of the investments) is credited in shareholders’ equity under the Parent Company’s reserves; anygoodwill (book value of investments greater than shareholders' equity) is carried, under the appropriateconditions, as an asset under “Goodwill arising on consolidation” and is amortised over five years as permittedfor by Article 2426 paragraph 6 of the Civil Code or over a longer period where the appropriate conditionsexist;E. stating the portion of share capital, reserves and net profit/loss for the year attributable to minority interests inboth shareholders’ equity and the profit and loss account. In addition, in order to include only the actual period inwhich the results are attributable to Autostrade SpA (formerly Newco28 SpA), separate indication is given of the netprofit for the period (1 January-28 February 2003) in which Autostrade SpA did not have an interest in the Group;F. for foreign companies preparing their financial statements in foreign currencies, all assets and liabilities aretranslated at the exchange rate prevailing at 31 December 2003, while the profit and loss accounts are translatedat the average exchange rate for the year ende 31 December 2003. The resulting balance is recorded as acomponent of the shareholders’ equity.

The exchange rates applied to translate financial statements drawn up in foreign currencies, reported below, havebeen provided by the Italian Foreign Exchange Office (average exchange rate) and the ECB (current exchange rate).

The following section discusses the components of the consolidated balance sheet and consolidated profit andloss account pursuant to Article 30 of Legislative Decree 127 of 9 April 1991.

3FINANCIAL STATEMENTS USED AND CONSOLIDATIONPROCEDURES

US$/Euro 0.8858 0.7918

AVERAGE EXCHANGERATE FOR THEYEAR 2003

EXCHANGE RATE AT 31 DECEMBER2003

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SUBSCRIBED CAPITAL UNPAID FROM SHAREHOLDERS €/Thousand 4,191

The amount owed by Strada dei Parchi minority shareholders will be paid in early 2004 when that Company callsup the unpaid portion of the capital increase.

FIXED ASSETS €/Thousand 11,570,289

Intangible assets €/Thousand 4,676,203 —— The item breaks down as follows:

Investments mainly relate to industrial patents and intellectual property rights, concessions, licenses andtrademarks and software. —— Note that:A. “Formation, start-up and similar costs” (€7,743 thousand) include the unamortised balance of costs incurredfor capital increases capitalized with the consent of the Board of Statutory Auditors of each company;B. “Industrial patent rights and intellectual property rights” (€5,267 thousand) relate to costs incurred topurchase software licenses;C. “Concessions, licences and trademarks” (€84,379 thousand) include €80,004 thousand of costs incurred byTangenziale di Napoli, net of amortisation charges, to extend the concession term to 2037. The inclusion of thisamount under intangible assets is based on the assumption that the financial plan of Tangenziale di Napoli,attached to the Agreement, which includes the amortisation of the above cost over the term of the concession,will be balanced. Rights to the commercial use of the optical fibre network installed along the motorway routeand in urban areas were transferred to Autostrade Telecomunicazioni in the first half of 2003 for €24,653thousand;D. “Goodwill arising on consolidation” (€4,379,873 thousand) consists of the positive difference (€4,640,580thousand) between the price paid for the acquisition of a majority stake in Autostrade SpA and the relatedconsolidated shareholders' equity, net of amortisation for the period (€260,707 thousand) and calculated on thebasis of the period of ownership (1 March-31 December), therefore 10 months;E. “Assets under development and payments on account” (€5,097 thousand) mainly include costs incurred byAutostrade Meridionali for engineering design of motorway projects still under construction;F. “Other intangible assets” mainly include:• capitalised expenses for the acquisition of financing, mainly consisting of commissions paid to banks for theSenior Secured Long Term Facilities (“LTF1”) granted to Autostrade per l’Italia SpA on 17 September 2003(€177,117 thousand);• software development costs (€9,298 thousand);• costs for leasehold improvements (€4,084 thousand);• costs for technical archive of work (bridges, viaducts, tunnels, etc.) that are included as assets to berelinquished (€2,771 thousand);

A breakdown of movements in intangible assets is provided in schedule no.1.

BALANCE SHEET

BALANCE SHEET -ASSETS

Formationm start-up and similar costs 7,743Patents and intellectual property rights 5,267Concessions, licences, trademarks and similar rights 84,379Goodwill arising on consolidation 4,379,873Assets under development and payments on account 5,097Other 193,844TOTAL 4,676,203

(Thousands of euros)31-Dec-2003

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Tangible assets €/Thousand 6,417,641 —— These are composed of the following:

Balance at 31 December 2003 consist of:• investments in motorway projects and other tangible assets totalling €1,467,489 thousand, of which €803,544thousand regarding the acquisition of tangible assets of Strada dei Parchi;• industrial depreciation of €78,536 thousand and financial depreciation of €170,460 thousand;• grants to Autostrade, Torino-Savona, Autostrade per l’Italia, Europpass, SAM and RAV totalling €52,780thousand. Of these, €11,694 thousand relates to assets in operation and €41,086 thousand assets underconstruction.

Tangible assets also include €87,708 thousand regarding the residual value of revaluations effected pursuant tolaws 72/1983 and 413/1991. —— A breakdown of movements in tangible assets is provided in schedule no. 2.

Formation, statr-up and similar costs 16,396 -87 -8,566 7,743Research, development and advertising costs 501 -501Patents and intellectual property rights 12,791 -7,524 5,267Concessions, licences, trademarks and similar rights 97,592 -13,213 84,379Goodwill arising on consolidation (Art. 33 of Leg. Decree 127/91) 4,640,580 -260,707 4,379,873Assets under development and payments on account 5,222 -125 5,097Other intangible assets: Leased real estate 5,583 -1,499 4,084 Software 15,473 -6,175 9,298 Technical archive of works 3,463 -692 2,771 Interconnection costs and charges 1,681 -1,681 Electronic map archive 129 -128 1 Improvement to work sites 1,333 -1,100 233 Incidental expenses - financing 181,875 -4,758 177,117 Incidental expenses - leases 218 -198 20 Others 519 -199 320 210,274 -16,430 193,844TOTAL 4,983,356 -212 -306,941 4,676,203

INTANGIBLE ASSETS (APPENDIX N0. 1) (Thousands of euros)ITEMS/SUBITEMS 31-Dec-2003

COST REVALUAT. WRITE-DOWNS.

BOOKVALUE

AMORT.

Tangible assets in operation 7,284,591 160,403 7,444,994Grants for assets to be relinquished -1,188,287 -1,188,287Accumulated industrial depreciation -116,477 -69,985 -186,462Accumulated financial depreciation -404,349 -404,349 5,575,478 90,418 5,665,896Assets under construction and payments on account 808,597 1,962 810,559Grants for assets under construction -58,814 -58,814 749,783 1,962 751,745TOTAL 6,325,261 92,380 6,417,641

(Thousands of euros)ASSETS NOT TO BERELINQUISHED

TOTAL31-Dec-2003

ASSETS TO BERELINQUISHED

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The details of each company’s investments in tangible assets at 31 December 2003 are shown below:

Autostrade SpA 148,368Autostrade per l'Italia SpA 174,189 322,557Tangenziale di Napoli SpA 8,033Autostrada Torino-Savona SpA 23,686Società Autostrada Tirrenica pA 9,628Società Autostrade Meridionali pA 29,556Società Italiana per Azioni per il Traforo del Monte Bianco 6,652Raccordo Autostradale Valle d’Aosta SpA 55,892Strada dei Parchi SpA 814,619Pavimental SpA 5,238Spea Ingegneria Europea SpA 1,049Infoblu SpA 16Europpass LKW-Mautsystem GmbH 186,417Autostrade Participations SA 1TowerCo SpA 4,145TOTAL 1,467,489

2003INVESTMENT IN TANGIBLE ASSETS (Thousands of euros)

Land and buildings: 41,388 630 42,018 -8,005 34,013Plant and machinery 39,098 39,098 -27,553 11,545Industrial and commercial equipment 39,244 9 39,253 -14,695 24,558Assets to be relinquished: Land 245,982 431 246,413 -7,199 -76 -38,176 200,962 Buildings 238,936 8,136 -9 247,063 -12,561 -8,313 226,189 Light constructions 76,714 297 77,011 -4,526 -7,010 -1,576 63,899 Fixed constructions 6,323,898 75,943 -2,860 6,396,981 -1,170,221 -73,903 -299,747 4,853,110 Other works 133,036 231 133,267 -3,741 -11,402 -5,586 112,538 Toll collection systems 130,837 10 130,847 -6,312 -48,857 75,678 Machine shops 16,270 2,009 18,279 -1,265 -5,095 11,919 Other 34,738 -8 34,730 -1,335 -118 -2,094 31,183 Higher construction charges 7,200,411 87,057 -2,877 7,284,591 -1,188,287 -116,477 -404,349 5,575,478Other tangible assets 40,022 12 40,034 -19,732 20,302Assets under constructions and payments on account: Assets under construction: • Motorways under construction 782,486 -1,612 780,874 -58,814 722,060 • Assets not to be relinquished under const, 1,962 1,962 1,962 784,448 -1,612 782,836 -58,814 724,022 Advances to suppliers 27,723 27,723 27,723 812,171 -1,612 810,559 -58,814 751,745TOTAL 8,172,334 87,708 -4,489 8,255,553 -1,247,101 -186,462 -404,349 6,417,641

31-Dec-2003GROSS TANGIBLE ASSETSCOST REVALUAT. WRITE-

DOWNSTOTAL

TANGIBLE ASSETS (APPENDIX NO. 2) (Thousands of euros)ITEMS / SUB-ITEMS

GRANTS ACCUMUL. DEPRECIAT.FOR ASSETS TO BERELINQUISHED

INDUSTR. FINANC.BOOKVALUE

260/261

Fixed financial assets €/Thousand 476,445 —— Non-current financial assets include:

EQUITY INVESTMENTS €/Thousands 373,489:A. “Unconsolidated subsidiaries” (€1,066 thousand) are as follows:• the 97% holding in the Spea Tecnic consortium (prudentially written down);• the 51% holding in Consorzio Valorizzazione Ambientale Infrastrutture Viarie (€5 thousand);• the 100% holding in Pavimental Est, fully written off;• the 79.4% holding in Sitech in liquidation (€1,061 thousand). B. “Associated companies” (€57,009 thousand). These mainly consist of 35.50% of Autostrade Lombarde(€36,159 thousand), 40% of Saba Italia (€10,965 thousand) and 50% of Pedemontana Lombarda (€4,314thousand).During the year the following companies were formed:• Arcea Lazio (34% for €70 thousand);• NewCo Nuova Romea (20% for €200 thousand);C. “Other companies” (€315,414 thousand). Other companies mainly comprises investments in:• Abertis Infraestructuras (4.98% by Autostrade Participations). The value of the investments, amounting to€252,266 thousand, is shown net of the adjustment of the intra-group gain (€3,462 thousand) on the sale of theshareholding by Autostrade to Autostrade Participations in 2001;• Autostrade del Brennero (5.51% by Autostrade for €42,954 thousand);• Autovie Venete (4.29% by Autostrade for €18,698 thousand). D. “Payments on account of equity investments” (€31,806 thousand)which refers to Sitech SpA in liquidation.

Capital shortfalls at some investee companies have been provided for through specific allocations to the provisionfor “Losses exceeding equity investment”, which is included in provisions for liabilities and charges. Thecomposition of the provision is shown below.

Movements in equity investments are shown in the schedule “Direct and indirect equity investments at 31December 2003”.

FIXED ACCOUNTS RECEIVABLE €/Thousands 71,150 —— Non-current accounts receivables mainly includereceivables vis-à-vis associated companies (€52,005 thousand) related to a loan made by AutostradeParticipations to Midland Expressway Limited (Mel), the company that operates the Birmingham Northern ReliefRoad. —— The item also includes taxes paid in advance on the provision for staff termination pay (€13,192thousand).

UNCONSOLIDATED SUBSIDIARIESPavimental Est 118

OTHER COMPANIESConsorzio RFCC 2,132

TOTAL 2,250

PROVISION FOR LOSSES EXCEEDING EQUITY INVESTMENTS (Thousands of euros)

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CURRENT ASSETS €/Thousand 3,356,465

Inventories €/Thousand 136,242 —— Inventories mainly includes “Contract work in progress” (€102,757thousand, of which €95,142 thousand is attributable to Autostrade per l’Italia) in respect to project carried outprimarily on behalf of various public entities and sundry companies, and stocks and spare parts used formaintaining or assembling plant (€33,485 thousand).

Current accounts receivable €/Thousand 2,136,570 —— Current accounts receivable mainly include thefollowing: A. “From customers” (€535,239 thousand) are receivables from customers mainly arising from the use of deferredtoll payment systems;B. “From unconsolidated subsidiaries” (€620 thousand) are receivables mainly related to financial and tradepayables due from Pavimental Est; C. “From associated companies” (€11,022 thousand)are primarily related to trade accounts receivable from GEIEdel Traforo del Monte Bianco (€9,864 thousand);D. “From others ” (€1,589,689 thousand) mainly consists of:• deferred tax assets related to the deferral of taxes on capital gains (€1,284,187 thousand) originating with thecontribution of assets;• deferred tax assets in respect of taxed provisions and writedowns of equity investments ( €162,982 thousand);• financial transactions (€24,667 thousand), of which €24,615 thousand was carried out by RAV related toinsurance policies with INA Assitalia;• motorists to recover damage to motorway property (€22,094 thousand);• interconnected companies (€10,033 thousand).

Current financial assets €/Thousand 28,662

OTHER SECURITIES AND EQUITY INVESTMENTS €/Thousands 28,662 —— This item primarily consists of “Othersecurities” amounting to €28,654 thousand. Other securities are mainly bonds and units of money market andbond investment funds owned by RAV as a temporary investment of liquidity in order to maximise the returns untilit is used to finance investment.

Cash and cash equivalents €/Thousand 1,054,991 —— Cash and cash equivalent mainly includes:• bank deposits limited as to amount and duration, pending utilisation;• tolls now being counted which were collected in the final days of December and were in the process of beingcredited by banks;• pledged deposits of €906,033 thousand connected with the disbursement by SanPaolo-IMI and Crediop of theloan entered into in order to receive the grants envisaged under Law 662/1996 and Law 345/1997 in connectionwith the repayment of the loans for the construction of the new work. The disbursements are made in relation tothe state of progress of the work. They are mainly attributable to:– Autostrade per l’Italia (€804,161 thousand) for the Aglio/Canova segment of the Florence–Bologna motorway.– Autostrada Torino-Savona (€95,812 thousand) for the completion of the work on doubling the Turin–Savonamotorway.

Fixed-term deposits also include €20,637 thousand in a current account held by Autostrade SpA with MediobancaSpA that can be used to pay interest charges associated with the LTF2 facilities. —— The current account hasbeen pledged as security for the obligations envisaged in the loan contract entered into by Autostrade SpA on 26 November 2003.

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ACCRUED INCOME AND PREPAID EXPENSES €/Thousand 13,785 —— Accrued income and prepaid expensesinclude:A. “Issue discounts and similar charges on loans” (€291 thousand);B. “Accrued income and other prepaid expenses” (€13,494 thousand), of which €3,690 thousand relates toaccrued income and €9,804 thousand to prepaid expenses. Accrued income mainly consists of interest income ofthe Parent Company.

Prepaid expenses mainly relates to deferred costs, mainly incurred by Autostrade per l’Italia, for insurance pre-miums attributable to future periods.

NON-CURRENT FINANCIAL ACCOUNTS RECEIVABLE From unconsolidated subsidiaries From associated companies 52,005 52,005From parent companies Other accounts receivable: From the government and other public entities for grants and subsidies 12 35 47 Sundry 397 17,499 1,202 19,098 409 17,534 53,207 71,150CURRENT ACCOUNTS RECEIVABLE Other financial accounts receivable Unconsolidated subsidiaries 585 585Associated companies 681 681Parent companies Others 24,667 24,667 25,933 25,933Trade accounts receivables Customers 514,287 20,952 535,239Unconsolidated subsidiaries 35 35Associated companies 9,235 1,106 10,341 523,557 22,058 545,615Sundry accounts receivable Others 1,423,965 141,055 2 1,565,022 1,423,965 141,055 2 1,565,022

ACCRUED INCOME 3,690 3,690

TOTAL 1,977,554 180,647 53,209 2,211,410

CONSOLIDATED ACCOUNTS RECEIVABLE AND ACCRUED INCOME BY MATURITY AND TYPE (Thousands of euros)31-Dec-2003AMOUNTS DUEDUE WITHINONE YEAR

DUE AFTERTWO-FIVEYEARS

AFTERMORE THAN FIVE YEARS

TOTAL

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SHAREHOLDERS’ EQUITY €/Thousands 1,576,883

Shareholders’ equity, including minority interests, breaks down as follows:

The share capital of the Parent Company, Autostrade SpA, at 31 December 2003, which is fully subscribed andpaid in, consists of 571,686,857 ordinary shares with a par value of €1 each, for a total of €571,686,857.00.

A schedule showing the reconciliation between shareholders’ equity and net profit for the period reported inAutostrade SpA’s financial statements and the corresponding values for the consolidated accounts is attachedbelow, along with a schedule detailing changes in the individual components of shareholders’ equity.

PROVISIONS FOR LIABILITIES AND CHARGES €/Thousands 1,269,529

A breakdown of the provisions for liabilities and charges is provided in the following table:

Accruals and utilization of the provisions are reported in a specific section of the profit and loss account. ——The “Provision for costs or replacement of assets to be relinquished” mainly covers expenses related to thereplacement of parts of assets to be relinquished and the costs in respect of the extension of the concessiongranted to Autostrade per l’Italia.

The “Provision for sundry litigation and liabilities” covers potential liabilities in respect of sundry pendingdisputes (e.g. claims from contractors for maintenance work), costs related to work in progress and other sundrycosts and indemnities as well as potential tax liabilities, as described in the corresponding item in the statutoryfinancial statements to which reference is made. —— The accrual of €25,823 thousand relates mainly to Stradadei Parchi in connection with the obligation it assumed when signing the agreement to hold ANAS harmless fromliability for risks deriving from the operating arrangements under Law 106 of 6 April 1977. The counter entry ofthis accrual has been included under tangible assets with “assets to be relinquished”, since the estimatedamount of the potential liability has been assimilated to a direct cost incurred to obtain the concession andtherefore has been capitalised.

“Provision for higher revenues on the “X” variable”, established by SAM pursuant to the provisions of Appendix“B” of the agreement, reflects the annual accrual of 20% of tolls revenues connected with toll increases due tothe “X” variable in the toll revision formula (the price cap).

Share capital 571,687 571,687Reserves 448,775 406,697 855,472Net profit (loss) for the year 156,760 -7,036 149,724TOTAL 1,177,222 399,661 1,576,883

TOTALMINORITYINTERESTS

PARENTCOMPANY INTEREST(Thousands of euros)

TAX PROVISION 253OTHERSProvision for costs of restoration or replacement of assets to be relinquished 1,168,054Provision for higher revenues on the x variable 9,272Provision for losses exceeding equity investment 2,250Provision for sundry litigation and liabilities 89,700TOTAL 1,269,529

31-Dec-2003(Thousands of euros)

BALANCE SHEET -LIABILITIES ANDEQUITY

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EMPLOYEE TERMINATION INDEMNITY €/Thousands 190,566

This provision represents the accrued liability with respect to employees to be paid upon termination ofemployment. —— The table below provides a breakdown of employee termination indemnity:

ACCOUNTS PAYABLE €/Thousands 11,828,310

Accounts payable include:

A. “Loans payable”, equal to €9,428,177 thousand, regarding:1. “Bonds” (€25,823 thousand) maturing 15 February 2004, paying interest of 9.50%;2. “Medium and long-term loans due to banks” (€7,816,400 thousand). These payables concern:• €6,500,000 thousand in respect of the Second Stage Senior Secured Long Term Facilities (“LTF2”) granted toAutostrade SpA on 26 November 2003, guaranteed by Autostrade per l’Italia SpA, and utilized on 19 December toacquire the financing contract between banks and Autostrade per l’Italia SpA, which used the LTF1 on 22September 2003 to finance the distribution of reserves. As noted, the LTF2 are intended to face Autostrade Group’sneed for an efficient financial structure in which the Group’s financial exposure with third parties is concentratedat Autostrade level, which will act as the Group’s finance and treasury manager, mainly to support the financingrequirements of subsidiaries. This structure will enable the Autostrade Group to optimise access to the financialmarkets by issuing bonds through the listed Parent Company and to capture the benefits of the cash-flowgenerating capacity of motorway operations. The Directors Report, to which reference is made, provides furtherdetails on the characteristics and terms of the facilities for a more comprehensive presentation of the terms andconditions of such loans. —— Taking account of the interest rate swaps in place, at 31 December 2003 more than80% of the €6,500,000 thousand loan was at fixed-rate interest. —— It is underlined that the Parent Companyhas secured the financing by pledging its equity investments in Autostrade per l’Italia SpA, AutostradeInternational SpA, Autostrade Participations S.A., and TowerCo SpA, in a total amount of €6,097,939 thousand,the Italian patent for Telepass, the Telepass trademark and the New Jersey patents. It has also pledged a numberof current accounts held by Autostrade S.p.A. with Mediobanca denominatedHolding Account (€20,697 thousand). • €442,532 thousand loans payable in respect of loans from the European Investment Bank. The loans are fullyguaranteed by San Paolo-Imi, Unicredit Banca, Banca Intesa, Societè Generale and Banca Popolare dell’EmiliaRomagna;• €873,868 thousand due to other banks.

Change for acquisition of Autostrade Group 167,720Accruals 26,970Uses, advances and other -15,737Change of consolidation area 11,613BALANCE AT 31 DECEMBER 2003 190,566

(Thousands of euros)

Bonds 25,823 25,823Medium and long-term amounts due to banks 7,816,400 7,816,400Short-term amounts due to banks 322,169 322,169Amounts due to other lenders 917,240 917,240Advances 82,963 82,963Suppliers 433,963 433,963Amounts due to unconsolidated subsidiaries 30,543 30,543Amounts due to associated companies 23,404 5,785 29,189Taxes payable 1,360,953 1,360,953Social security contributions 20,588 20,588Other 292,598 495,881 788,479TOTAL 9,428,177 2,400,133 11,828,310

RECONCILIATION OF ACCOUNTS PAYABLE (Thousands of euros)BALANCE SHEET ITEMS FINANCIAL TRADE TOTAL

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3. “Short-term amounts due to banks” (€322,169 thousand) for financing working capital.;4. “Amounts due to other lenders” (€917,240 thousand). This item includes the residual non-interest-bearingdebt with the Central Guarantee Fund (Fondo Centrale di Garanzia) for motorways and metropolitan railways,resulting from the repayment of loans (€123,246 thousand) of Tangenziale di Napoli and Società AutostradaTirrenica by such Central Guarantee Fund and the principal due to the concession provider ANAS by Strada deiParchi (€748,863 thousand);5. “Amounts due to unconsolidated subsidiaries” (€30,543 thousand) regard primarily payables related to currentaccount balance held with Autostrade S.p.A. by Sitech in liquidation;6. “Amounts due to associated companies” (€23,404 thousand) are financial liabilities related to the ParentCompany’s debt due to Autostrade Lombarde for capital not paid in;7. “Other accounts payable” (€292,598 thousand) are financial liabilities vis-à-vis ANAS, primarily related to thepayment of loan instalments for grants matured on works.

Financial accounts payable include two loans included under “Medium and long-term amounts due to banks”secured by a lien on motorways and related plant under concession for a remaining amount of €3,890 thousand.

B. “Non-financial liabilities” (€2,400,133 thousand) regard primarily:1. “Advances” amounting to €82,963 thousand concern primarily advance billings by Autostrade per l’Italia forconstruction contract work;2. “Suppliers” amounting to €433,963 thousand regards invoices and other amounts due on an accrual basis;3. Amounts due to “Associated companies” (of a non-financial nature) amounting to €5,785 thousand mainlyconcern amounts payable by Società Italiana per il Traforo del Monte Bianco to GEIE for its operation of the MontBlanc tunnel;4. “Taxes payable” amounting to €1,360,953 thousand regard primarily:• IRPEG (corporate income tax) and IRAP (regional income tax on productive activities) payable in the amount of€202,873 thousand;• the substitute tax on the extraordinary operations of corporate restructuring carried out in 2003 (€1,079,261thousand);• the outstanding amount payable, net of advances, for the toll surcharge collected on behalf of the State ontravel in the last part of the year and the concession fee equal to 1% of all tolls (€33,326 thousand);• VAT payable (€41,100 thousand);• taxes withheld payable to tax authorities on salaries and professional to the end of December 2003 (€3,327thousand).

There are currently no significant pending disputes with the tax authorities other than those involving AutostradeS.p.A., which are discussed in the notes to its statutory financial statements; 5. “Social security contributions” amounting to €20,588 thousand regard statutory contributions accrued but notyet paid to social security institutions;6. “Other accounts payable” (of a non financial nature) amounting to €495,881 thousand mainly include:• amounts payable to motorway companies for interconnections totalling €301,895 thousand;• security deposits for motorists operating on an open-account basis amounting to €36,280 thousand;• payables for interconnections to be settled amounting to €92,038 thousand.

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ACCRUED LIABILITIES AND DEFERRED INCOME €/thousands 79,442

“Accrued liabilities” amount to €38,806 thousand, of which €29,301 thousand are of a financial nature forinterest on Group loans. —— “Deferred income” amounting to €40,636 thousand, refers primarily to advancepayments on goods granted in concession.

AUTOSTRADE SpALTF2-Capital Market Facility 4,594.6 1-month Euribor [1] 31-Dec-2014LTF2-Banking Facility 1,905.4 1-month Euribor [1] 30-Jun-2012TOTAL 6,500.0AUTOSTRADE PER L’ITALIA Bond 1994-2004 25.8 Fixed 15-Feb-2004Banks/EIB 69.2 Fixed/3-month Euribor 2008Direct EIB 442.5 Fixed 2011Grants under laws 662/96 and 345/97 522.3 Fixed [2] 2017TOTAL 1,059.8TRAFORO MONTE BIANCO Banks/EIB 50.0 Fixed 2010Banks 70.5 Euribor 6 mesi 2008TOTAL 120.5 STRADA DEI PARCHI ANAS 737.0 Fixed 2029Banks 16.9 Fixed 2006TOTAL 753.9SOC. AUT. TIRRENICA Central Guarantee Fund 72.6 Non-interest-bearing 2026TANGENZIALE DI NAPOLI Central Guarantee Fund 50.8 Non-interest-bearing 2037TORINO-SAVONA Grant under law 662/96 94.0 Fixed [2] 2016AUTOSTRADE PARTICIPATIONS Banks 52.0 6-month Libor 2005TOTAL MEDIUM/LONG-TERM DEBT OF SUBSIDIARIES 1,143.8TOTAL MEDIUM/LONG-TERM DEBT OF AUTOSTRADE GROUP 8,703.6[1] At 31 December 2003, taking accounts of interest rate swaps in place, 83% of the LTF2 financing was fixed rate.[2] Repayment of installments (principal and interest) charged to ANAS.

MEDIUM/LONG-TERM DEBT OF THE AUTOSTRADE GROUP RESIDUAL AMOUNT(Millions of euros)

TYPE OF RATE MATURITY

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The following table indicates the main terms and conditions of outstanding bank loans. The average interest rateon fixed-rate loans is about 5.6%.

MEDIUM/LONG-TERM FINANCIAL DEBT Bonds 25,823 25,823Amounts due to banks 115,686 985,641 6,715,073 7,816,400Amounts due to other lenders 13,336 80,944 767,101 861,381Notes payable Amounts due to parent companies 154,845 1,066,585 7,482,174 8,703,604CURRENT ACCOUNTS PAYABLE Other financial debt Amounts due to banks 322,169 322,169Unconsolidated subsidiaries 30,543 30,543Associated companies 23,404 23,404Parent companies Amounts due to other lenders 55,859 55,859Other financial debt 292,598 292,598 724,573 724,573Trade accounts payable Suppliers 426,794 7,169 433,963Unconsolidated subsidiaries Associated companies 5,785 5,785 432,579 7,169 439,748Sundry accounts payable Taxes payable 1,360,953 1,360,953Amounts due to social security institutions 20,588 20,588Parent companies Other accounts payable 495,668 213 495,881 1,877,209 213 1,877,422TOTAL ACCOUNTS PAYABLE [1] 3,189,206 1,073,967 7,482,174 11,745,347

ACCRUED LIABILITIES 38,806 38,806

TOTAL 3,228,012 1,073,967 7,482,174 11,784,153[1] This does not include advances.

CONSOLIDATED ACCOUNTS PAYABLE AND ACCRUED LIABILITIES BY MATURITY AND NATURE (Thousands of euros)31-Dec-2003AMOUNTS DUEDUE WITHINONE YEAR

DUE AFTERTWO-FIVEYEARS

AFTERMORE THANFIVE YEARS

TOTAL

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MEMORANDUM ACCOUNTS €/Thousands 3,182,604

Detailed as follows:

Unsecured guarantees €/Thousands 287,066

SURETIES IN THE INTEREST OF GROUP COMPANIES €/Thousands 181,465 —— The item breaks down as follows:A. €53,348 thousand in respect of the guarantee given by Autostrade SpA on behalf of Autostrade ParticipationsS.A. to Banque Generale du Luxembourg and Banca Popolare Commercio e Industria International securing a lineof credit, currently undrawn;B. €128,117 thousand for sureties given by Autostrade SpA on behalf of Società Torino-Savona, Traforo del MonteBianco, RAV and Autostrade International to the Ministry of Finance related to VAT credits resulting from VATreturns for the years 1998, 1999, 2000, 2001 and 2002.

SURETIES IN THE INTEREST OF ASSOCIATED COMPANIES €/Thousands 8,013 —— This item regards the suretygiven by Autostrade per l’Italia on behalf of Pedemontana Veneta.

SURETIES IN THE INTEREST OF OTHERS €/Thousands 82,094 —— These mainly involve:• guarantees given by Autostrade per l’Italia to COFIRI for loans to employees (€1,940 thousand);• guarantees given by Autostrade per l’Italia to Assicurazioni Generali in respect of the giving of a surety to ANASon behalf of the Temporary Business Grouping Autostrade SpA-Toto SpA (€76,362 thousand). It is to beremembered that since 1 January 2003 Strada dei Parchi SpA holds the operating concession for the A24-A25motorway;• sureties issued by the Parent Company to the Ministry of Finance on behalf of Autostrade Telecomunicazioni tosecure VAT credits resulting from VAT returns for the years 1998, 1999, 2000, 2001 and 2002 (€2,317 thousand).

OTHER GUARANTEES GIVEN €/thousands 15,494 —— This item regards the request from Assicurazioni Generalito Strada dei Parchi to sign a pledged capital accretion contract in the amount of €15,494 thousand to securethe surety granted by the insurance company in relation to the competitive tender for the A24-A25 motorwayconcession, a commitment undertaken by Autostrade SpA-Toto SpA Temporary Business Grouping.

Purchase and sale commitments €/thousands 1,892,658 —— Purchase and sale commitments regard residualcontractual obligations of the Group with suppliers and contractors for works to be carried out and supplies to bedelivered, primarily in relation to investments and maintenance. They mainly reflect the purchase commitmentsof Autostrade SpA (€1,301,250 thousand), Torino-Savona (€330,102 thousand) and RAV (€84,608 thousand), andSpea’s sales commitments (€84,979 thousand).

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Other €/thousands 1,002,880 —— This item is mainly composed of:

A. guarantees received by Autostrade per l’Italia SpA (€273,226 thousand), which also include the surety grantedby INA-Assitalia as a counter-guarantee of 40% of the guarantee given by Autostrade SpA to AssicurazioniGenerali for the issue of a surety to ANAS on behalf of the Autostrade SpA-Toto SpA Temporary Business Grouping,and by SAM (€318,874 thousand) from contractors through sureties from banks and insurance companies tosecure the contractual obligations undertaken;B. reserves to be quantified with the contractors relating to Autostrade per l’Italia (€76,419 thousand), RAV(€64,208 thousand), SAT (€89,667 thousand) and Torino-Savona (€45,561 thousand). Based on past experience,charges to be borne by the companies represent, on average, historically a percentage contained within theamounts claimed, with the percentage of the sums recognised varying according to the type of work. Thesecharges would be, however, capitalized among tangible assetsC. the amount attributable to Autostrade per l’Italia (€11,824 thousand) in respect of lease instalments still tomature.

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VALUE OF PRODUCTION €/Thousand 2,746,226

Revenues from sales and services €/Thousand 2,558,173 —— “Net revenues from tolls” amount to €2,329,104thousand, show an increase of 9.2%. The rise is attributable to an average increase of 2.8% in traffic on theGroup’s network and toll increases, which are described in the Directors’ Report.

“Other revenues” amounted to about €229,069 thousand and primarily regard:• revenues from service areas sub-concessions of €85,658 thousand;• revenues from deferred payment toll operations of €64,017 thousand;• infrastructure works performed on behalf of third parties outside the Group of €28,690 thousand.

Change in contract work in progress €/Thousand 2,266 —— This item refers to works carried out on behalf ofANAS, other government departments and sundry clients.

Capitalisation of internal construction costs €/Thousand 133,861 —— Costs incrementing the value of thetangible assets are composed of:• financial charges amounting to €6,009 thousand;• technical personnel amounting to €10,016 thousand;• inventories amounting to €19,615 thousand;• services rendered by Autostrade (until 30 June 2003), Autostrade per l’Italia (from 1 July 2003), Pavimental andSpea within the Group that increase the value of tangible assets (€98,221 thousand).

Other revenues and income €/Thousand 51,926 —— These mainly include:A. “Other revenues” (€49,202 thousand) consisting of sundry revenues and recovery of costs attributable mainlyto the Parent Company (€16,618 thousand), Autostrade per l’Italia (€19,660 thousand) and Traforo del MonteBianco (€5,247 thousand);B. “Gains on disposal of assets” (€1,252 thousand) refer to the transfer of user rights by the Parent Companyand Autostrade per l’Italia SpA, mainly for optical fibre networks.

PROFIT AND LOSS ACCOUNT

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COST OF PRODUCTION €/Thousand 1,854,667

Raw materials, supplies, consumable stores and merchandise €/Thousands 141,978 —— Of this item, 24%concerns costs incurred by Autostrade (mainly for the period in which it managed the concessions), 27% costsincurred by Autostrade per l’Italia and 41% costs incurred by Pavimental. The costs regard the purchase ofconstruction, electrical, electronic, paper and similar materials and products, as well as fuels, lubricants andelectricity. —— The item breaks down as follows:

Services €/Thousand 435,885 —— Services costs regard building, insurance, transport and professional servicesprovided in relation to the maintenance of motorways. —— These include:

Rent, leasing and similar costs €/Thousand 15,840 —— This caption relates to leasing fees for real estate andequipment, licenses, rentals of sundry machinery and equipment, as well as usage rights. The amount issubstantially in line with that of the previous year. —— These include:

Application of the finance lease method under accounting principle IAS 17 “Accounting for leases” would havenot had a significant effect on the consolidated accounts at 31 December 2003.

Construction materials 60,630Electrical material 30,027Lubricant and fuel 15,325Chemicals and chlorides 3,883Paper, stationery and similar materials 6,930Utilities (gas, electricity, etc.) 17,189Other raw materials 7,994TOTAL 141,978


Construction and similar costs 137,915Mechanical, electronic maintenance 35,548Transport and similar costs 28,915Professional: technical, engineering costs 49,777Professional: legal, notary fees 42,834Telephone, mail, telegraph costs 15,981Insurance and similar costs 19,171Directors’ fees 4,495Statutory auditors’ fees 1,048Sundry services 100,201TOTAL 435,885


Leases and rentals 10,417Leasing fees 3,833Royalties 137Easement and similar rights 44Other 1,409TOTAL 15,840


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Personnel costs €/Thousand 492,180

Personnel costs break down as follows:

The average number of employees by category is broken down below:

Amortisation, depreciation and writedowns €/Thousand 557,184 —— This includes:A. “Amortisation of intangible assets”, amounting to €287,402 thousand, related to amortisation for theyear of the various intangible assets discussed in the relavant section regarding information on thebalance sheet. The main component, amounting to €260,707 thousand, is the amortisation charge for thegoodwill (€4,640,580 thousand) paid by Newco28 (now Autostrade SpA) for its investment in Autostrade –Costruzioni e Concessioni Autostrade SpA. The goodwill will be amortised on a straight-line basis by 31December 2017. The charge for 2003 is equal to 10/12 of the full annual charge since the transaction wascompleted on 28 February 2003;B. “Depreciation of tangible assets” amounting to €248,996 thousand. It includes:• industrial depreciation of assets to be relinquished totalling €43,516 thousand;• financial depreciation of assets to be relinquished totalling €170,460 thousand;• industrial depreciation of assets not to be relinquished totalling €35,020 thousand, as determined on the basisof depreciation rates that reflect the economic useful life of the assets;C. “Writedowns of current accounts receivable and cash and cash equivalents“ amounting to €20,786 thousand:these reflect the accruals made to adjust the value of trade accounts receivable in respect of motorway tolls inconnection with the risk of uncollectibility.

Change in inventories of raw materials, supplies, consumable stores and merchandise €/Thousand 1,099

The change is due to the decrease in inventories compared with the amount at 31 December 2002.

Other provisions/utilization €/Thousand 155,789

FOR COSTS OF RESTORATION OR REPLACEMENT OF ASSETS TO BE RELINQUISHED €/Thousand 130,410 —— Theaccrual for the year substantially concerns the provisions made by the Parent Company and Autostrade per l’Italiafor the costs of the new works to be built under the Agreement, since the total value of programmed non-recurringmaintenance has remained unchanged.

ACCRUED DURING THE PERIOD €/Thousand 424,035 —— The accrual for the period were determined on the basisof restoration and replacement programmes of assets to be relinquished, taking into account the overall amountof the relevant provisions, as already discussed in the accounting policies section. Moreover, consideration wasgiven to the utilization of the original provision for maintenance expenses, as described below. —— With regardto the Parent Company and Autostrade per l’Italia, this amount includes the adjustment to the fund for planned

Salaries and wages 349,482Social security 111,804Employee termination indennity 26,970Other costs 3,924TOTAL 492,180


Executives 160Office workers 3,650Booth personnel 4,070Production workers 1,522TOTAL 9,402

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non-recurring maintenance reduced after the utilization for the period, as well as accruals for commitments inconnection with the new works under the Agreement of 4 August 1997.

UTILIZATION FOR THE PERIOD €/Thousand -293,625 —— This fund was utilized to cover both non-recurrent androutine maintenance costs incurred during the year. The latter also cover personnel costs involved inmaintenance.

FOR TAX AND CONTRACTUAL LITIGATION €/Thousand 25,379 —— The amount mainly consists of the accrual byAutostrade per l’Italia (€18,500 thousand) to cover possible contractual liabilities arising out of litigation withcontractors for works and SAM (€5,368 thousand) as a consequence of the obligation to accrue a percentage ofthe “X” variable, a component of the toll increase.

Sundry operating costs €/Thousand 54,712 —— Sundry operating costs include:A. “Losses on disposal or transfer of assets” (€2,748 thousand);B. “Licence fees” (€24,989 thousand);C. “Other charges” (€26,975 thousand), mainly consisting of indirect taxes and duties (€13,566 thousand),damages and penalties (€6,191 thousand) and contributions and donations (€4,435 thousand).

“Licence fees” mainly include the annual fee on net revenues from tolls and related revenues.

FINANCIAL INCOME AND CHARGES €/Thousand -355,649

Financial income €/Thousand 77,117 —— Financial income is primarily composed of:A. “Income from equity investments” (€34,242 thousand), which mainly includes income from the gain realisedby Newco28 before the merger on the disposal of a minor investment in Autostrade (€23,446 thousand) anddividends received by Autostrade Participations from its investment in Abertis Infraestructuras (€9,816thousand);B. “Other financial income from non-current accounts receivable” (€655 thousand), which includes therevaluation of the advance payment on tax due on employee leaving indemnity;C. “Income from current securities not held as equity investments” (€2,485 thousand) comprises income ontemporary investments of liquidity by Group companies;D. “Interest and commission income from others and sundry income” (€39,149 thousand) in respect of greaterinterest income on bank deposits.

Interest expense and other financial charges €/Thousand -432,766 —— The item mainly consists of interestcharges incurred by:A. the Parent Company on the funds borrowed by Newco28 and repaid on 22 September 2003 in connection withthe public tender offer for the shares of Autostrade Concessioni e Costruzioni Autostrade SpA and on the LTF2 usedon 19 December 2003 (€272,714 thousand);B. Autostrade per l’Italia for a total of €93,366 thousand on the LTF1 funding from 22 September to 19 December2003 and other bank debts; C. Strada dei Parchi for a total of €48,925 thousand, mainly in respect of interest matured on the deferral of thedue date for the payment of the license fees.

The item also includes charges in respect of interest rate swaps totalling €45,434 thousand.

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VALUE ADJUSTMENTS TO FINANCIAL ASSETS €/Thousand -1,598

Writedowns €/Thousand -1,598 —— The item also includes writedowns on current securities totalling €580thousand.

EXTRAORDINARY INCOME AND CHARGES €/Thousand -2,835

Extraordinary income €/Thousand 21,816 —— Extraordinary income is mainly composed of:A. other period income and non-existent assets related to adjustments of costs pertaining to previous years.(€6,082 thousand);B. gains on the disposal of equity investments. In particular, the caption includes the gain of €8,536 thousandrecognised in the consolidated accounts from the sale of Autostrade Telecomunicazioni investment;C. gains on the sale of two buildings (€5,509 thousand).

Extraordinary charges €/Thousand -24.651 —— Extraordinary charges are mainly composed of:A. early retirement incentives (€18,082 thousand) for employees;B. other period losses (€4,585 thousand);C. taxes related to previous years (€1,359 thousand);D. other non-operating charges (€623 thousand).

Income taxes for the period €/Thousand 305,890 —— “Current taxes” (€178,103 thousand for IRPEG and IRAP)were determined on the basis of the estimated tax charge of each individual consolidated company, consideringthe tax credit (€108,914 thousand) on the dividend paid by Autostrade SpA before the merger. As a result of themerger,the dividend was deducted from the acquisition price of the equity investment in Autostrade per l’Italia.

—— “Deferred taxes” (€127,787 thousand) mainly relate to prepaid taxes recorded in previous years in respectof undeducted accruals to provisions that were released following the contribution in kind of the motorwaybusiness.Current taxes, net of deferred taxes, amount to 57.6% of the result before taxes.

Net profit (loss) for the period including minority interests €/Thousand 225,587 —— This item regards theresult for the entire year.

Net profit (loss) for the period attributable to minority interests €/Thousand -7,036 —— This item regardsminority interests on net result for the entire year 2003.

Net result for the period prior to the acquisition (January-February 2003) €/Thousand - 75,863 —— This itemconcerns the result realized by Autostrade Concessioni e Costruzioni in the first two months of 2003, before theacquisition by Newco28 (now Autostrade SpA).

Net profit for the period (attributable to the Parent Company) €/Thousand 232,623 —— Net profit for the perioddoes not include the result related to the first two months of 2003 (€75,863 thousand), as the investment inAutostrade was acquired by Newco28 on 28 February.

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OTHER APPENDICES TO THE CONSOLIDATED FINANCIAL STATEMENTS

276/277

• Statement of changes in consolidated shareholders’ equity • Reconciliation between Parent Company’s shareholders’ equity and consolidated shareholders’ equity (Parent

Company’s share)

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s an

d ot

her c

hang

es

-2

25

-225

-225

-225

NET

PROF

IT F

OR T

HE P

ERIO

D

156,

760

156,

760

BALA

NCE

AT 3

1 DE

CEM

BER

2003

57

1,68

7

44

9,00

0 44

9,00

0 -2

25

448,

775

44

8,77

5 15

6,76

0 1,

177,

222

278/279

1. Parent Company balances 6,248,894 5,228,2072. Shareholders’ equity and net profit for the period of consolidated equity investments 1,950,292 89,2133. Elimination of book value of consolidated equity investments and related writedowns -6,555,822 -7264. Goodwill arising on consolidation and amortisation 4,379,873 -260,7075. Harmonisation with Group accounting policies -10,369 -10,3696. Elimination of intra-Group dividends -31,3767. Elimination, net of related tax effects, of gains on intra-group disposals of: • Equity investments -11,109 -98 • Assets and business divisions -4,824,994 -4,824,9948. Adjustment of gain on disposal of Autostrade Telecomunicazioni SpA and dividends for part already reflected in Group equity -32,3909. Other consolidation adjustments 45710. Group balances 1,177,222 156,760[*] Including result for the period.

31-Dec-2003SHAREHOLDERS’ EQUITY [*]

NET PROFIT

RECONCILIATION OF PARENT COMPANY’S SHAREHOLDERS’ EQUITY AND CONSOLIDATED SHAREHOLDERS’ EQUITY (PARENT COMPANY’S INTEREST)(Thousands of euros)

The A

utos

trade

Gro

up a

t 31

Dece

mbe

r 200

3

LIST OF EQUITY INVESTMENTS IN UNLISTED COMPANIES AT 31 DECEMBER 2003 EXCEEDING 10% OF SHARE CAPITAL(PURSUANT TO ARTICLE 125 OF CONSOB RESOLUTION NO. 11971 OF 14 MAY 1999)

280/281

PAR

VALU

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INVE

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OF

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EXC

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0% O

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ARE

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AT 3

1 DE

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2003

PU

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O AR

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ON N

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1971

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999

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stra

da To

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pA

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The A

utos

trade

Gro

up a

t 31

Dece

mbe

r 200

3

STATUTORY AUDITORS’ REPORTTO THE SHAREHOLDERS’ MEETING(PURSUANT TO ARTICLE 153 OF LEGISLATIVE DECREE NO. 58 OF 1998 AND ARTICLE 2429 PARA. 3 OF THE ITALIAN CIVIL CODE)

282/283

During the year ended 31 December 2003, we carried out oversight activities as provided for by law by adopting,among the others, principles of conduct recommended by the Italian Accounting Profession. —— In particular, inaccordance with the instructions given by CONSOB with notice of 6 April 2001, we report the following.

We supervised the compliance with the law and the Company’s articles of association.We obtained, on a quarterly basis, appropriate information from the Directors on the Company’s activities and themost significant economic and financial transactions made by it and its subsidiaries. We verified that the actionsapproved and put into effect were in compliance with Italian laws and the Company’s by-laws, that they did notgive rise to potential conflicts of interest, were not at odds with the shareholders’ meeting resolutions, were notmanifestly imprudent or reckless, nor were such to jeopardise the integrity of the Company’s assets.To the extent of our duty, we gained insight into and supervised the adequacy of the Company’ s structure andthe compliance with appropriate administration principles through direct observation, gathering of informationfrom those in charge of organisation, and meetings with the auditors, for the purposes of a mutual exchange ofsignificant data and information. No significant matters were noted in this respect.We verified the compliance with the instructions given by the Company to its subsidiaries pursuant to Article 114paragraph 2 of Legislative Decree No. 58 of 1998.It should be noted that, following the implementation of the Progetto Mediterraneo, Autostrade SpA has becomea holding company and is thus responsible for the strategies and operating choices of the Group. Morespecifically, after Schemaventotto SpA decided that it would have temporarily suspended its direction overAutostrade SpA, pursuant to the legislation the Board of Directors of the latter company resolved that AutostradeSpA was not subject to the direction and coordination of the majority shareholder (Schemaventotto SpA).We assessed and supervised the adequacy of the internal control system, and, especially, the activity performedby the person/body in charge of internal control, and did not deem it necessary to impose any corrective measures.We also verified the accounting and administrative system, and assessed its capacity to provide a true and fairView of the Company’s operations by gathering information from the relevant departmental chiefs, studyingcompany documents and analysing the results of the work performed by the auditors.Pursuant to Article 150 para. 2 of Legislative Decree no. 58/1998 we met with the representatives of the auditingfirm. No significant information emerged as to be reported herein.We verified that no atypical and/or unusual transactions, including inter-company and with related parties, took place.We assessed the adequacy of the information provided by the directors in the report on operations in respect ofthe absence of atypical and/or unusual transactions, including inter-company transactions and with relatedparties.We verified transactions with related parties and inter-company transactions of an ordinary or recurring nature,as follows.• Inter-company ordinary transactions, mainly with motorway subsidiaries, were all regulated at marketconditions based on contracts. These transactions are adequately tackled under section 9 of the report onoperations.• Commercial and financial transactions with Autogrill SpA, both ordinary and recurring, relate to servicesrendered to motorists using motorway service areas for restaurant facilities and retail outlets selling food andother widely used goods, on which a royalty is payable. The transactions were coherent, compatible with theCompany’s interests, and influenced the revenues and costs for the year. In particular, it came up that, inconnection with the 93 service areas whose concession was given by the Autostrade Group to Autogrill SpA forcarrying on the catering and shopping business, during 2003 €22.3 million related to royalties (vs. about €24million of total revenues relating to the transaction between the Autostrade Group and Autogrill SpA). As regardsthe relations between the Autostrade Group and Autogrill, on 20 June 2003 Autostrade SpA entered into a contractwith Edizione Holding SpA, which is the majority shareholder of Schemaventotto SpA (the latter being thecontrolling company of Autostrade SpA) in relation to the commitments undertaken towards the CompetitionAuthority for the concessions of the catering and shopping businesses of the service areas. —— The agreementgoverns the content of the commitments to be undertaken towards the Competition Authority as to comply with

——

—

—

—

—

—

— —

—

STATUTORYAUDITORS’ REPORTTO THE SHAREHOLDERS’MEETING

the provisions of regulation no. 8090 of 2 March 2002, which authorised “the concentration of catering andshopping services between Edizione Holding SpA and Autostrade”. This regulation also defines the time-frame forthe execution of the concessions due to expire. The rights and obligations under such agreement have beentransferred to Autostrade per l’Italia as a result of the transfer of the motorway business to this company as of 1July 2003. It also envisages that Edizione Holding SpA will be indemnified for the sole financial demands putforward by third parties and stemming from behaviours attributable to Autostrade per l’Italia in implementing theagreement and that cannot be ascribable either to misrepresentation or gross negligence by Edizione Holding SpA.• Commercial and financial transactions, both ordinary and recurring, with Assicurazioni Generali relate toactivities carried out by it as insurance company. The transactions were coherent, compatible with the Company’sinterests, and influenced the revenues and costs for the year. Specifically, the Company signed insuranceagreements, having Assitalia acting with delegated powers (Assicurazioni Generali Group). The amountsenvisaged in the agreements range between 60% and 100%. Such agreements are for hedging risks connectedwith the Autostrade Group, such as the General Liability to Third Parties, All Risks, Direct and Indirect Damages,Injuries to Employees, Vehicle Liability, etc. —— Gross premiums paid during 2003 amount to about €14.5 million.

—— Assicurazioni Generali also granted Autostrade and Strada dei Parchi some policies as a guarantee of thecommitments undertaken by such companies. The related annual premiums amount to some €0.3 million. • Pursuant to CONSOB resolution no. 11971 of 14 May 1999 and similar resolutions, a special schedule has beenincluded in the report on operations concerning fees paid to Directors, Statutory Auditors and General Managers.This schedule specifies the nature and amount of fees.We verified legal compliance with rules relating to the preparation and the presentation of the statutory andconsolidated financial statements and the report on operations by carrying out direct checks and by gatheringinformation from the auditors. Furthermore, we checked that the financial statements at 31 December 2003 wereprepared in accordance with the laws in force.The accounts were audited according to the regulations of KPMG SpA, which issued its opinion on the statutoryand consolidated financial statements at 31 December 2003. The auditors’ report contains three disclosuresrelating to: (i) the reorganisation of the Autostrade Group following the implementation of the ProgettoMediterraneo; (ii) two inspection notices on direct taxes for significant amounts, and (iii) the valuation of theequity investments in certain subsidiaries, whose book value exceeded the amount resulting from the applicationof the equity method, and the consolidated accounts. All the above said matters have been adequately dealt within the Report on Operations and the Notes.We verified that no offences as per Article 2408 of the Italian Civil Code were reported, and that no contestationsof any kind were filed.We noted that Autostrade SpA has adopted its own “Corporate Governance Code” incorporating therecommendations set out in the Code drawn up by the Committee for the Corporate Governance of ListedCompanies, which was set up on the initiative of Borsa Italiana SpA. The annual report on Corporate Governancespecifies that, following the implementation of the Progetto Mediterraneo, Autostrade SpA transferred theconcession of the motorway business to Autostrade per l’Italia SpA. Within this new context, the Company’sCorporate Governance Code does not mention the contents of provision no. 8090 (C3818) of the CompetitionAuthority. In particular, no reference is made to the appointment of the Advisor for the award of the concessionsof the service areas. This matter is reported in the by-laws of Autostrade per l’Italia SpA to which the motorwaybusiness connected with the agreement with ANAS has been transferred.We took note that the Company prepared its Annual Report on Corporate Governance based on the guidelinesprepared by Assonime and Emittente Titoli SpA and which were adopted by Borsa Italiana SpA.We verified that Autostrade adopted the Organising, Management and Control Model, already designed byAutostrade – Concessioni e Costruzioni Autostrade SpA, in application of the guidelines of Legislative Decree No.231/01. The Company is preparing to implement this model with reference to the new rules on corporate crimesintroduced by Legislative Decree No. 61/02 and in connection with the new corporate structure.We verified that as from 1 January 2003 the Company has brought into force the Code of Internal Dealing aimedat governing the reporting obligations of significant persons to Autostrade SpA and the Market. This Code had

—

—

—

—

—

—

—

284/285

been approved during 2002 by the Company’s Board of Directors in application of the provisions of Article 2.6.3and seq. of the Regulations of the Markets organised and managed by Borsa Italiana SpA. The latter company’sregulations were also recently amended by the Ordinary Meeting resolution of Borsa Italia of 29 April 2002 andCONSOB resolution no. 13655 of 9 July 2002.We were informed directly from the competent corporate body that the additional engagements assigned during2003 to the audit company and the relevant fees were as follows:A. Engagements assigned by NewCo28 SpA before the merger with Autostrade SpA:- audit at 31 December 2002 (€6,820.00);- limited review of the half-year report at 30 June 2003 (€70,000.00);- review of the pro-forma reclassified balance sheet and profit and loss account at 30 June 2003 (€80,000.00);- audit of the amounts owing to banks at 30 June 2003 (€15,000.00);- preparation of the listing prospectus, for quotation purposes (€85,000.00).B. Engagements assigned by Autostrade SpA before the merger by incorporation into NewCo28 SpA:engagement of 30 June 2003 for the limited review of the interim accounts at 30 September 2003 (€25,854.00);C. Engagements assigned by Autostrade SpA (formerly NewCo28 SpA) after the merger:- Engagement of 27 October 2003 for the limited review of the accounts at 30 September 2003 (€77,000.00).As prescribed by law, during 2003 the Board of Statutory Auditors issued the following opinions:- an opinion in respect of the audit by KPMG SpA of the annual accounts;- an opinion in respect of the merger of Autostrade SpA into NewCo28 SpA.During the period auditors Deloitte & Touche, who audited the financial statements of the merged Autostrade –Concessioni e Costruzioni Autostrade SpA in 2000 – 2002, issued a fairness opinion on the exchange ratio of theshares in connection with the merger of Autostrade SpA into NewCo28 SpA, as provided for by law.

The Board of Statutory Auditors carried out its supervisory activity holding 14 meetings, of which 5 were held afterthe merger, and supporting the Board of Directors during its 15 meetings (of which 5 were held after the merger). As from 22 September 2003 Autostrade SpA merged by incorporation with NewCo28 SpA, which took the name ofAutostrade. —— During the supervisory activity and based on the information obtained from the Audit Company,no omissions, censurable events or irregularities, nor other significant events were noted as to be reported to thesupervisory bodies. —— Finally, we deemed it appropriate not to express any proposal to submit to theShareholders’ Meeting pursuant to Article 153 para. 2 of Legislative Decree 58/1998.

Trotter Alessandro (Chairman) Gallo Franco (Standing Statutory Auditor) Miglietta Angelo (Standing Statutory Auditor) Quaglia Giovanni (Standing Statutory Auditor)Spadacini Marco (Standing Statutory Auditor)

Head Office, 13 April 2004

—

—

—

AUDITORS’ REPORTS

286/287

• Auditors’ Report of Autostrade SpA financial Statements• Auditors’ Report of the Consolidated financial Statements

288/289

290/291

SHAREHOLDERS’ MEETING RESOLUTIONS

292/293

The Ordinary Shareholders’ Meeting of Autostrade SpA was held at first call at the Company’s offices at ViaAntonio Nibby 20, Rome on 29 April 2004 to take resolutions on the following Agenda: “the 2003 reports of theBoard of Directors, Board of Statutory Auditors and Independent Auditors pursuant to Article 156 of LegislativeDecree no. 58 of 24 February 1998. The financial statements for the year ended 31 December 2003. The relevantand consequent resolutions”;

the meeting resolved:

• to approve the Directors’ Report and the financial statements for the year ended 31 December 2003 which showa net profit for the year of €5,228,207,142;• to allocate to legal reserve a portion of the net profit for the year amounting to €261,410,358;• to allocate a portion of the net profit for the year of €177,230,583 as a dividend of €0.31 for each of the571,711,557 shares with a face value of €1.00 each, which are all cum-coupon shares, taking into account thatAutostrade SpA’s share capital has increased by €24,700 as from 12 March 2004, following the exercise of theremaining 24,700 options, and now amounts to €571,711,557; • to allocate the remainder of the net profit for the year of €4,789,566,201 to the extraordinary reserve;• to fix the date of payment of the dividends as from 27 May 2004, detaching coupon no. 1 as from 24 May 2004.

294/295

CREDITS

Published byAutostrade per l’ItaliaIstitutional Relations andCommunications Department

Graphic Project Fabrica (M. Nonino)

PhotographsArmin LinkeElisa Scaramuzzino Andrea Pavesi

PhotolithographyAlteluci (Treviso)

Printed byMusumeci S.p.A. Quart (AO)

Printed in ItalyDecember 2004on eco-paper

ARMIN LINKEArmin Linke was born in 1966 and lives in Milan.As a photographer and a filmaker he isworking on an archive which he is graduallyadding to, on the various human activities andnew natural and artificial landscapes. He is alecturer at the Politecnico di Architettura in Milan.SOLO EXHIBITIONS2004Storefront for Art and Architecture, New YorkVitamin Creative Space, Guangzhou2003Klosterfelde, Berlin2001Studio Massimo De Carlo, MilanGalleria Marabini, BolognaJOINT EXHIBITION50a Esposizione of International d’Arte(50th Exhibition of International Art),Biennale di Venezia“Territories”, Witte de With, Rotterdam –Kunstwerke, Berlin“Geography and the Politics of Mobility”,Generali Foundation, Vienna“Side Effects”, Triennale di Milano20007th Mostra Internazionale di Architettura(7th Exhibition of International Architecture),Biennale di Venezia“Voilà” – Le Monde dans la Tête”,Musée d’Art Moderne de la Ville de Paris1999“Cities on the Move”, Hayward Gallery,London – PSI, New York“Berlin Biennale”, Berlin

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