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Interim report of the Atlantia Group for the three months ended 31 March 2014

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Interim report of the Atlantia Group for the three months ended 31 March 2014 3

Interim report of the Atlantia Group

Contents

1. Introduction ............................................................................................................. 5 Consolidated financial highlights ..................................................................................... 6 Ownership structure ..................................................................................................... 7 Share price performance ............................................................................................... 8 Group structure .......................................................................................................... 9 The Group around the world .......................................................................................... 10 Corporate bodies ......................................................................................................... 122. Report on operations .................................................................................................. 15 Consolidated financial review ......................................................................................... 17 Pro forma consolidated income statement for the first quarter of 2013 ...................................... 36 Group financial and operating review ................................................................................ 39 Italian motorways ......................................................................................................... 41 Overseas motorways ...................................................................................................... 45 Italian airports ............................................................................................................ 49 Other activities ........................................................................................................... 54 Workforce .................................................................................................................. 57 Significant regulatory aspects and litigation ........................................................................ 59 Other investee companies .............................................................................................. 67 Other information ....................................................................................................... 68 Events after 31 March 2014 ............................................................................................ 69 Outlook .................................................................................................................... 703. Attestation ................................................................................................................ 73

Introduction 1

6

1. Introduction

Consolidated financial highlights

(Em) Q1 2014 (1) Q1 2013 (2)

Total revenue 1,111 920

Net toll revenue 802 779

Aviation revenue 102 -

Other operating income 207 141

Gross operating profit (EBITDA) 674 547

EBITDA margin 60.7% 59.5%

Adjusted gross operating profit (EBITDA) (3) 692 568

Operating profit (EBIT) 417 372

EBIT margin 37.6% 40.4%

Profit/(Loss) from continuing operations 146 127

Profit margin from continuing operations 13.1% 13.8%

Profit for the year (including non-controlling interests) 148 130

Profit for the year attributable to owners of the parent 128 113

Operating cash flow (4) 463 346

Adjusted operating cash flow (3) 460 348

Capital expenditure 186 277

(Em) 31.03.2014 (1) 31.12.2013

Equity 8,280 8,213

Net debt 10,524 10,769

Adjusted net debt (2) 12,328 12,579

(1) The figures for the first quarter of 2014 are influenced by the accounting effects of the change in the scope of consolidation, as described more fully in the section “Consolidated financial review”.

(2) Certain amounts in the income statement for the first quarter of 2013 have been restated with respect to the published “Interim Report for the three months ended 31 March 2012”, following completion of the process of identifying the fair value of the assets and liabilities of the Chilean and Brazilian companies whose control was acquired in 2012, and reclassification of TowerCo’s contribution to “Profit/(Loss) from discontinued operations” in accordance with IFRS 5, as described below.

(3) Adjusted amounts have been presented with the aim of enabling analysts and the rating agencies to assess the Group’s results of operations and financial position using the basis of presentation normally adopted by them. Information on the nature of the adjustments and on differences between the reported and adjusted amounts is provided in the specific section “Consolidated financial review”.

(4) Operating cash flow is calculated as profit + amortisation/depreciation +/- provisions/releases of provisions + financial expenses from discounting of provisions +/- impairments/reversals of impairments of assets +/- share of profit/(loss) of investments accounted for using equity method +/- (losses)/gains on sale of assets +/- other non-cash items recognised in profit or loss +/- portion of net deferred tax assets/liabilities recognised in profit or loss.


Ownership structure

Ownership structure

100%

Fondazione CRT (1)

Government of Singapore Investment Corporation

17.68%

Edizione66.40%

Goldman Sachs Infrastructure Partners

9.98%

Mediobanca5.94%

Free float47.82%(2)

45.56%

Restof the world

10.0%

Restof Europe

18.2%

Italy (4)

25.6%United Kingdom

27.2%

United States of America18.9%

Geographical breakdown of free float (3)

5.06%

(1) Source: Consob (figures at 31 March 2014).(2) Source: Thomson Reuters (figures at 31 March 2014).(3) Excludes treasury shares held by Atlantia SpA.(4) Includes retail investors.

8

1. Introduction

Share price performance

Atlantia share - Q1 2014

Atlantia share price FTSE/MIB rebased Volumes

20

19

18

17

16

15

14

13January 2014 February 2014 March 2014

20

15

10

5

0

Price Volumes (E) (in millions)


Group structure

Group structure (*)

(*) The above chart only includes the principal Atlantia Group companies.(1) Unconsolidated companies.(2) Direct subsidiaries of Atlantia.(3) Company held for sale.(4) Company held through the holding company, Infra Bertin Participacões.

ADR Engineering 100%ADR Sviluppo 100%ADR TEL 100%ADR Assistance 100%ADR Advertising 51%ADR Security 100%ADR Mobility 100%Fiumicino Energia 87.14% (2)

Leonardo Energia 90%

100% 95.91%

Alitalia - CAI 7.44% (1)

Overseas motorways Italian airports

Brazil Atlantia Bertin Concessões 50% + 1 share (4)

Triangulo do Sol Auto-Estradas 100% Rodovia das Colinas 100% Concessionaria da Rodovia MG 050 100% Concessionaria Rodovias do Tietê 50% (1)

Chile Grupo Costanera 50.01% Costanera Norte 100% AMB 100% Litoral Central 100% Autopista Nororiente 100% Autopista Nueva Vespucio Sur SA 100%Autostrade Holding do Sur 100% Los Lagos 100%

Poland Stalexport Autostrady 61.20% Stalexport Autostrada Małopolska 100%

India Pune-Solapur Expressways Private 50% (1) (2)

Italian motorways

Other activities

Tangenziale di Napoli 100%Autostrade Meridionali 58.98%Traforo del Monte Bianco 51% Raccordo Autostradale Valle d’Aosta 47.97%Telepass 100%Autostrade dell’Atlantico 100%TowerCo 100% (2) (3)

AD Moving 100%EsseDiEsse 100%

Ecomouv 70%Ecomouv D&B 75%ETCC 64.46%Autostrade Tech 100%Pavimental 99.40%Spea Ingegneria Europea 100%Infoblu 75%

10

1. Introduction

The Group around the world

MOTORWAY NETWORKS OPERATED UNDER CONCESSION GROUP’S INTEREST (%)

KM CONCESSION EXPIRY

Italy

Autostrade per l’Italia 100.0 2,855 2038

Società Italiana per il Traforo del Monte Bianco 51.0 6 2050

Raccordo Autostradale Valle d’Aosta (1) 58.0 32 2032

Tangenziale di Napoli 100.0 20 2037

Autostrade Meridionali (2) 58.98 52 2012

Brazil

Atlantia Bertin Concessões (3) 50.0

Colinas 100.0 307 2028

Nascentes das Gerais 100.0 372 2032

Triangulo do Sol 100.0 442 2021

Tietê (4) 50.0 417 2039

Chile

Grupo Costanera 50.01

Costanera Norte 100.0 43 2033

Acceso Vial Aeropuerto AMB 100.0 10 2020

Litoral Central 100.0 81 2031

Nororiente 100.0 21 2044

Vespucio Sur 100.0 23 2032

Los Lagos 100.0 135 2023

India

Pune-Solapur Expressways (4) 50.0 110 2030

Poland

Stalexport Autostrady 61.2 - -

Stalexport Autostrada Malopolska 100.0 61 2027


The Group around the world

AIRPORTS GROUP’S INTEREST (%)

NO. OF AIRPORTS EXPIRY

Aeroporti di Roma 95.91 2 2044

ELECTRONIC TOLLING SYSTEMS GROUP’S INTEREST (%)

KM OF NETWORK USING THE SERVICE

Telepass 100.0 5,800

Autostrade Tech 100.0 -

Ecomouv 70.0 15,000

Electronic Transaction Consultants 64.46 1,000

DESIGN AND CONSTRUCTION GROUP’S INTEREST (%)

Pavimental 99.4

Spea Ingegneria Europea 100.0

(1) This interest is held by Società Italiana per il Traforo del Monte Bianco.(2) The process of awarding the new concession is underway.(3) The Atlantia Group owns 50% plus one share of the company.(4) Unconsolidated companies.

12

1. Introduction

Corporate bodies

Board of Directors in office for 2013-2015

Chairman Fabio CerchiaiChief Executive Officer Giovanni Castellucci Directors Carla Angela (independent)

Gilberto BenettonCarlo BertazzoBernardo Bertoldi (independent)Alberto Clô (independent)Gianni Coda (independent)Massimo LapucciLucy P. Marcus (independent)Giuliano Mari (independent)Valentina MartinelliMonica Mondardini (independent)Clemente RebecchiniPaolo Zannoni (1)

Secretary Andrea Grillo

Internal Control, Risk and Corporate Governance Committee

Chairman Giuliano Mari (independent)Members Carla Angela (independent)

Lucy P. Marcus (independent)

Committee of Independent Directors with responsibility for Related Party Transactions

Chairman Giuliano Mari (independent)Members Bernardo Bertoldi (independent)

Monica Mondardini (independent)


Corporate bodies

Human Resources and Remuneration Committee

Chairman Alberto Clô (independent)Members Carlo Bertazzo

Gianni Coda (independent)Massimo LapucciMonica Mondardini (independent)

Supervisory Board Coordinator Giovanni FerraraMembers Simone Bontempo

Pietro Fratta

Ethic Officer Coordinator Giuseppe LangerMembers Giulio Barrel

Enzo Spoletini

Board of Statutory Auditors for three-year period 2012-2014

Chairman Corrado GattiAuditors Tommaso Di Tanno

Raffaello LupiMilena Teresa MottaAlessandro Trotter

Alternate Auditors Giuseppe Maria Cipolla Fabrizio Riccardo Di Giusto

Independent Auditors for the period 2012-2020

Deloitte & Touche SpA

(1) Prof. Paolo Zannoni resigned his directorship by letter dated 8 May 2014, received on 9 May 2014.

Report on operations 2

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Consolidated financial review


Introduction

The Atlantia Group’s interim report for the three months ended 31 March 2014 has been prepared on the basis of the provisions of art. 154-ter of Legislative Decree 58/1998, the Consolidated Finance Act, in implementation of EU Directive 2004/109/EC (the so-called Transparency Directive) regarding periodic reporting, and in compliance with the international financial reporting standards (IFRS) issued by the International Accounting Standards Board (IASB), endorsed by the European Commission and in force at 31 March 2014. The accounts in this document do not, however, represent interim financial statements prepared under IFRS (IAS 34) and have not been audited.The financial review contained in this section includes and analyses the reclassified consolidated income statement, the consolidated statement of comprehensive income, the statement of changes in consolidated equity, the statement of changes in consolidated net debt and the consolidated statement of cash flows for the first three months of 2014, in which amounts are compared with those for the same period of the previous year. The review also includes the reclassified statement of financial position as at 31 March 2014, compared with the corresponding amounts as at 31 December 2013.

The accounting standards applied during preparation of this document are consistent with those adopted for the consolidated financial statements as at and for the year ended 31 December 2013, in that the new standards and interpretations that have come into effect from 1 January 2014 have not had a material impact on the consolidated accounts.

The scope of consolidation at 31 March 2014 is unchanged with respect to the consolidated financial statements for the year ended 31 December 2013. However, the results of operations for the first quarter of 2014 benefit from the contribution of the former Gemina group companies consolidated from 1 December 2013.

The term “at constant exchange rates and on a like-for-like basis”, used in the following review, thus indicate that changes with respect to the comparative period have been determined by eliminating the following from the consolidated amounts for the first quarter of 2014:a) the difference between foreign currency amounts for the first quarter of 2014 converted using average

rates for the period under review and the conversion of the same amounts using average rates for the first quarter of 2013;

b) the contribution of the companies acquired as a result of the merger of Gemina SpA with and into Atlantia SpA, described in detail in note 6 to the consolidated financial statements for 2013.

In addition, following manifestations of interest in the subsidiary, TowerCo, and the subsequent start-up of negotiations aimed at concluding the sale of Atlantia’s 100% interest in the company to third parties, this company’s contribution to the operating results for the first quarters of 2014 and 2013 is accounted for in “Profit/(Loss) from discontinued operations”, as required by IFRS 5. As a result, TowerCo’s contribution

18

2. Report on operations

to the comparative consolidated income statement for the first quarter of 2013 has also been reclassified, in accordance with IFRS 5, with respect to the statement published in the quarterly report for the three months ended 31 March 2013.Again in accordance with IFRS 5, the assets and liabilities of TowerCo at 31 March 2014 have been accounted for in the statement of financial position in financial and non-financial assets and liabilities related to discontinued operations, depending on their nature.

Following completion of the process of identifying the fair value of the assets and liabilities of the Chilean and Brazilian companies acquired in 2012, certain amounts in the income statement for the first quarter of 2013 have been restated with respect to the statement published in the quarterly report for the three months ended 31 March 2013.

The Group did not enter into transactions, either with third or related parties, of a non-recurring, atypical or unusual nature during the first three months of 2014.

Consolidated results of operations

“Revenue” for the first quarter of 2014 amounts to E1,111 million, up E191 million (20.8%) on the same period of 2013 (E920 million). At constant exchange rates and on a like-for-like basis, total revenue is up E57 million (6.2%).

“Toll revenue” of E802 million is up E23 million (3.0%) on the first quarter of 2013 (E779 million). At constant exchange rates, toll revenue is up E47 million (6.0%), primarily reflecting a combination of:a) application of annual toll increases for 2014 by the Group’s Italian operators (a rise of 4.43% for

Autostrade per l’Italia from 1 January 2014), boosting toll revenue by an estimated E25 million;b) a 0.7% improvement in traffic on the Italian network, accounting for an estimated E5 million increase in

toll revenue (including the impact of the different traffic mix);c) an increase in toll revenue at overseas operators (up E15 million), reflecting traffic growth (up 5.0% at

the Brazilian operators and 7.3% at the Chilean operators), toll charge increases applied by the Chilean operators and the measures (tolls for vehicles with suspended axles) introduced by ARTESP (Brazil’s public transport regulator) to compensate the operators, Triangulo do Sol and Rodovia das Colinas, for the decision not to apply annual toll increases from 1 July 2013.



Reclassified consolidated income statement(Em) INCREASE/(DECREASE)

Q1 2014 Q1 2013 ABSOLUTE %

Toll revenue 802 779 23 3.0

Aviation revenue 102 - 102 n.s.

Contract revenue 19 7 12 n.s.

Other operating income 188 134 54 40.3

Total revenue 1,111 920 191 20.8

Cost of materials and external services (1) -161 -132 -29 22.0

Concession fees -99 -95 -4 4.2

Staff costs -195 -168 -27 16.1

Capitalised staff costs 18 22 -4 -18.2

Total net operating costs -437 -373 -64 17.2

Gross operating profit (EBITDA) (2) 674 547 127 23.2

Amortisation, depreciation, impairment losses and reversals of impairment losses

-204 -169 -35 20.7

Provisions and other adjustments -53 -6 -47 n.s.

Operating profit (EBIT) (3) 417 372 45 12.1

Financial income from discounting to present value of concession rights and government grants

21 20 1 5.0

Financial expenses from discounting of provisions for construction services required by contract and other provisions

-29 -24 -5 20.8

Other financial income/(expenses) -179 -171 -8 4.7

Capitalised financial expenses 15 14 1 7.1

Share of profit/(loss) of associates and joint ventures accounted for using the equity method

-3 -1 -2 n.s.

Profit/(Loss) before tax from continuing operations 242 210 32 15.2

Income tax (expense)/benefit -96 -82 -14 17.1

Profit/(Loss) from continuing operations 146 128 18 14.1

Profit/(Loss) from discontinued operations 2 2 - -

Profit for the period 148 130 18 13.8

(Profit)/Loss attributable to non-controlling interests -20 -17 -3 17.6

(Profit)/Loss attributable to owners of the parent 128 113 15 13.3

(1) After deducting the margin recognised on construction services provided by the Group’s own technical units.(2) EBITDA is calculated by deducting all operating costs, with the exception of amortisation, depreciation, impairment losses on assets and reversals of impairment losses, provisions and

other adjustments, from operating revenue.(3) EBIT is calculated by deducting amortisation, depreciation, impairment losses on assets and reversals of impairment losses, provisions and other adjustments from EBITDA. In addition,

it does not include the capitalised component of financial expenses relating to construction services, included in revenue in the income statement in the consolidated financial statements and shown in a specific line item under financial income and expenses in this statement.

Q1 2014 Q1 2013 INCREASE/(DECREASE)

Basic earnings per share attributable to the owners of the parent (E)

0.16 0.17 -0.01

of which:

- continuing operations 0.16 0.17 -0.01

- discontinued operations - - -

Diluted earnings per share attributable to the owners of the parent (E)

0.16 0.17 -0.01

of which:

- continuing operations 0.16 0.17 -0.01


Operating cash flow (Em) 463 346 117

of which:

- continuing operations 461 344 117

- discontinued operations 2 2 -

Operating cash flow per share (E) 0.57 0.53 0.04

of which:

- continuing operations 0.57 0.53 0.04


20


“Aviation revenue” of E102 million corresponds with the contribution for the first quarter of 2014 of the former Gemina group companies, consolidated from 1 December 2013.

“Contract revenue” and “Other operating income”, totalling E207 million, is up E66 million on the same period of 2013 (E141 million). After stripping out the contribution of the former Gemina group companies for the first quarter of 2014 (E58 million) and the negative effect of adverse exchange rate movements, contract revenue and other operating income is up E10 million, primarily due to an increase in work carried out by Pavimental for external customers, partially offset by minor non-recurring items at Autostrade per l’Italia.

“Net operating costs” of E437 million are up E64 million (17.2%) on the first quarter of 2013 (E373 million). At constant exchange rates and on a like-for-like basis, net operating costs are up E5 million (1.3%).

The “Cost of materials and external services” amounts to E161 million, marking an increase of E29 million on the same period of 2013 (E132 million), primarily reflecting the contribution of the former Gemina group companies (E31 million in the first quarter of 2014). At constant exchange rates and on a like-for-like basis, the cost of materials and external services is up E3 million on the first quarter of 2013, reflecting a combination of the following:a) a decrease in motorway maintenance costs, primarily due to a reduction in winter operations, partially

offset by an increase in road surfacing work, in part following a rescheduling of works during the period, and an increase in other maintenance work on the network;

b) an increase in other costs, essentially due to lower margins on the Eco-Taxe contract, the reduced contribution from the Group’s own technical units, primarily due to the reduction in major works carried out, and an increase in costs due to the greater volume of work carried out by Pavimental for external customers, partially offset by cost efficiencies.

“Concession fees”, totalling E99 million, are up E4 million (4.2%) compared with the first quarter of 2013 (E95 million). At constant exchange rates and on a like-for-like basis, concession fees are down E2 million, primarily due to the reduction in the variable fees charged by ARTESP as a further measure designed to compensate for the decision not to apply annual toll increases for the Brazilian operators in the State of Sao Paulo.

Staff costs, after deducting capitalised expenses, of E177 million (E146 million in the first quarter of 2013) are up E31 million (21.2%).Before deducting capitalised expenses, which are down E4 million on the first quarter of 2013, “Staff costs” amount to E195 million, up E27 million (16.1%) on the figure for the first quarter of 2013 (E168 million).

At constant exchange rates and on a like-for-like basis, staff costs before the capitalized portion amount to E168 million, reflecting the following changes compared with the first quarter of 2013, which have substantially offset each other:a) a reduction of 64 in the average workforce (down 0.6%);b) an increase in the average unit cost (up 0.6%), primarily due to salary rises at motorway operators and

industrial companies (above all at overseas motorway operators), partially offset by a reduction in variable staff and application of new contract terms;

c) a 0.1% reduction in other staff costs, primarily due to reduced use of agency staff and a reduction in the cost of early retirement incentives.



“Gross operating profit (EBITDA)” of E674 million is up E127 million (23.2%) on the first quarter of 2013 (E547 million). The contribution of the former Gemina group companies, consolidated from 1 December 2013, is E94 million.At constant exchange rates and on a like-for-like basis, gross operating profit is up E52 million (9.5%).

“Operating profit (EBIT)” of E417 million is up E45 million (12.1%) on the first quarter of 2013 (E372 million). At constant exchange rates and on a like-for-like basis, operating profit is up E23 million (6.2%). This reflects the above increase in EBITDA, partially offset by a rise in “Provisions and other adjustments” of E30 million, primarily reflecting:a) an E18 million increase in provisions for the repair and replacement of assets to be handed over at the

end of concession terms, essentially due to the impact of changes in the discount rates applied in the two comparative periods;

b) an increase of E9 million in other provisions in relation to outstanding disputes.

“Financial income recognised as an increase in financial assets deriving from concession rights and government grants”, totalling E21 million, is in line with the figure for the first quarter of 2013. At constant exchange rates and on a like-for-like basis, the figure is up E4 million due to the increased contributions of Ecomouv and Costanera Norte.“Financial expenses from discounting of provisions for construction services required by contract and other provisions” amount to E29 million and are up E5 million on the first quarter of 2013. The increase primarily reflects the performance of provisions for construction services required by contract, which is mainly due to an increase in the interest rates used to discount provisions at 31 December 2013, compared with the rates used at 31 December 2012.“Net other financial expenses” of E179 million are up E8 million on the first quarter of 2013 (E171 million). At constant exchange rates and on a like-for-like basis, the increase is E3 million (1.8%).“Capitalised financial expenses” of E15 million are substantially in line with the figure for the first quarter of 2013 (E14 million).

“Income tax expense” for the first quarter of 2014 totals E96 million, up E14 million (17.1%) primarily due to the improved profit before tax.

“Profit from continuing operations” amounts to E146 million, up E18 million (14.1%) on the figure for the first quarter of 2013. At constant exchange rates and on a like-for-like basis, profit from continuing operations is up E10 million (7.8%).

The “Profit/(Loss) from discontinued operations” for both comparative periods includes the dividends received from the Portuguese company, Lusoponte, and the profit for the period reported by TowerCo, reclassified to this item in accordance with IFRS 5.

“Profit for the period”, amounting to E148 million, is thus up E18 million (13.8%) on the first quarter of 2013 (E130 million).

“Profit for the period attributable to owners of the parent” (E128 million) is up E15 million (13.3%) on the first quarter of 2013 (E113 million), whilst “Profit attributable to non-controlling interests” amounts to E20 million (E17 million for the first quarter of 2013), essentially reflecting the increased contribution of the Chilean and Brazilian companies.

22


At constant exchange rates and on a like-for-like basis, profit attributable to owners of the parent is up E4 million (3.5%) to E117 million, whilst the profit attributable to non-controlling interests is up E6 million (35.3%).

“Operating cash flow” for the first quarter of 2014, as defined in the section “Consolidated financial highlights”, to which reference should be made, amounts to E463 million, up E117 million (33.8%) on the first quarter of 2013. At constant exchange rates and on a like-for-like basis, operating cash flow is up E61 million (17.7%), essentially reflecting the increase in cash flow from operating activities connected to the above improvement in operating profit.

The other comprehensive loss for the period in the first quarter of 2014, after the related taxation, amounts to E75 million (income of E141 million in the first quarter of 2013), essentially reflecting:a) a loss on the translation of transactions denominated in functional currencies other than the euro,

totalling E46 million, substantially reflecting a fall in the value of the Chilean peso, partially offset by a strengthening of the Brazilian real, in both cases against the euro;

b) a loss on the fair value measurement of cash flow hedges, totalling E29 million, reflecting a fall in interest rates at 31 March 2014, compared with those at 31 December 2013.

Comprehensive income for the third quarter of 2014 thus amounts to E73 million (E271 million for the first quarter of 2013, which in contrast benefitted from a temporary strengthening of the value of overseas currencies versus the euro).

Consolidated statement of comprehensive income

(Em) Q1 2014 Q1 2013

Profit for the period (A) 148 130

Fair value gains/(losses) on cash flow hedges -29 21

Fair value gains/(losses) on net investment hedges - -3

Gains/(losses) from translation of transactions in functional currencies other than the euro

-46 123

Gains/(Losses) from translation of transactions in functional currencies other than the euro concluded by associates and joint ventures accounted for using the equity method

- 1

Other comprehensive income/(loss) for the year reclassifiable to profit or loss, after related taxation (B)

-75 142

Gains/(losses) from actuarial valuations of provisions for employee benefits - -1

Other comprehensive income for the period not reclassifiable to profit or loss, after related taxation (C)

- -1

Total other comprehensive income for the period, after related taxation (D = B + C) -75 141

Comprehensive income for the period (A + D) 73 271

of which:

- attributable to owners of the parent 77 191

- attributable to non-controlling interests -4 80



Consolidated financial position

At 31 March 2014 “Non-current non-financial assets” of E27,163 million are down E139 million on the figure for 31 December 2013 (E27,302 million), essentially reflecting a reduction in intangible assets, property, plant and equipment and deferred tax assets.“Intangible assets” total E24,994 million (E25,081 million as at 31 December 2013). In addition to the goodwill (E4,383 million) recognised as at 31 December 2003, following acquisition of the majority shareholding in the former Autostrade - Concessioni e Costruzioni Autostrade SpA, these assets include the Group’s concession rights, amounting to E20,557 million (E20,652 million as at 31 December 2013).

The reduction of E87 million in intangible assets is essentially due to:a) amortisation for the period (E192 million);b) the negative effect of currency translation differences recognised during the quarter, reflecting the

weakness of the Chilean peso, partially offset by an increase in the value of the Brazilian real against the euro (E43 million);

c) increased investment in construction services for which additional economic benefits are received (E77 million);

d) adjustment of the present value on completion of investment in construction services for which no additional benefits are received (E63 million).

“Property, plant and equipment” of E199 million (E233 million in 2013) is down E34 million following reclassification of the assets of TowerCo, amounting to E20 million, to assets held for sale and depreciation for the period of E14 million.

“Deferred tax assets” of E1,805 million are down E16 million, primarily due to the combined effect of:a) the release of E28 million in deferred tax assets on the deductible portion of the goodwill recognised by

Autostrade per l’Italia as a result of the contribution in 2003;b) the net negative effect of the above exchange rate movements, totalling E11 million;c) the recognition of deferred tax assets linked to changes in the fair value of hedging derivatives, totalling

E19 million.

24


Reclassified consolidated statement of financial position

(Em) 31.03.2014 31.12.2013 INCREASE/(DECREASE)

Non-current non-financial assets

Property, plant and equipment 199 233 -34

Intangible assets 24,994 25,081 -87

Investments 158 159 -1

Deferred tax assets 1,805 1,821 -16

Other non-current assets 7 8 -1

Total non-current non-financial assets (A) 27,163 27,302 -139

Working capital (1)

Trading assets 1,318 1,332 -14

Current tax assets 69 69 -

Other current assets 166 154 12

Non-financial assets held for sale or related to discontinued operations (2)

50 17 33

Current portion of provisions for construction services required by contract

-565 -434 -131

Current provisions -471 -464 -7

Trading liabilities -1,445 -1,447 2

Current tax liabilities -91 -40 -51

Other current liabilities -455 -507 52

Non-financial liabilities related to discontinued operations (2)

-16 - -16

Total working capital (B) -1,440 -1,320 -120

Invested capital less current liabilities (C = A + B) 25,723 25,982 -259

Non-current non-financial liabilities

Non-current portion of provisions for construction services required by contract

-3,609 -3,729 120

Non-current provisions -1,310 -1,267 -43

Deferred tax liabilities -1,908 -1,910 2

Other non-current liabilities -92 -94 2

Total non-current non-financial liabilities (D) -6,919 -7,000 81

NET INVESTED CAPITAL (E = C + D) 18,804 18,982 -178

(1) Calculated as the difference between current non-financial assets and liabilities.(2) The presentation of assets and liabilities related to discontinued operations is based on their nature (financial or non-financial).



(Em) 31.03.2014 31.12.2013 INCREASE/(DECREASE)

Equity

Equity attributable to owners of the parent 6,562 6,485 77

Equity attributable to non-controlling interests 1,718 1,728 -10

Total equity (F) 8,280 8,213 67

Net debt

Non-current net debt

Non-current financial liabilities 14,388 14,457 -69

Bond issues 10,280 10,191 89

Medium/long-term borrowings 3,537 3,729 -192

Non-current derivative liabilities 529 496 33

Other non-current financial liabilities 42 41 1

Other non-current financial assets -2,407 -2,329 -78

Non-current financial assets deriving from concession rights

-1,290 -1,297 7

Non-current financial assets deriving from government grants

-249 -247 -2

Non-current term deposits convertible -354 -333 -21

Non-current derivative assets - -5 5

Other non-current financial assets -514 -447 -67

Non-current net debt (G) 11,981 12,128 -147

Current net debt

Current financial liabilities 3,145 3,858 -713

Bank overdrafts 7 7 -

Short-term borrowings 8 3 5

Intercompany current account payables due to unconsolidated Group companies

11 14 -3

Current portion of medium/long-term borrowings 3,104 3,530 -426

Other current financial liabilities 15 304 -289

Cash and cash equivalents -3,760 -4,414 654

Cash in hand and at bank and post offices -1,862 -2,436 574

Cash equivalents -1,898 -1,978 80

Current financial assets -842 -803 -39

Current financial assets deriving from concession rights -414 -413 -1

Current financial assets deriving from government grants -18 -19 1

Current term deposits convertible -183 -192 9

Current portion of medium/long-term financial assets -84 -51 -33

Other current financial assets -141 -126 -15

Financial assets held for sale or related to discontinued operations (2)

-2 -2 -

Current net debt (H) -1,457 -1,359 -98

Net debt (I = G + H) 10,524 10,769 -245

NET DEBT AND EQUITY (L = F + I) 18,804 18,982 -178

(2) The presentation of assets and liabilities related to discontinued operations is based on their nature (financial or non-financial).

26


“Working capital” reports a negative balance of E1,440 million, compared with a negative balance of E1,320 million as at 31 December 2013, marking an increase of E120 million. After stripping out the net increase of E17 million in “Non-financial assets held for sale or related to discontinued operations”, the balance of which at 31 March 2014 consists of the contribution of TowerCo and the increase in the current portion of provisions (totalling E138 million), working capital as at 31 March 2014 is in line with the figure for the end of 2013. This reflects the fact that the increase in current tax liabilities (E51 million), due to the recognition of tax expense for the period, was offset by the reduction in other current liabilities (E52 million), essentially due to the reduction in concession fees payable to the Grantor following payment of the fees due for the quarter, and the reduction in the municipal surcharge payable on airport embarkation fees, reflecting the performance of amounts collected from airlines.

“Non-current non-financial liabilities”, totalling E6,919 million, are down E81 million on the figure for 31 December 2013 (E7,000 million), essentially reflecting:a) a reduction in provisions for construction services required by contract, totalling E120 million, resulting

primarily from reclassification of the current portion (down E200 million), partially offset by the adjustment of the present value on completion of investment in construction services (up E63 million), linked to the fall in current and future interest rates, and by the cost of discounting to present value (up E18 million);

Statement of changes in consolidated equity

(Em) EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT EQUITYATTRIBUTABLE

ONCONTROLLINGINTERESTS

TOTAL EQUITYATTRIBUTABLE TOOWNERS OF THE

PARENT AND ONCONTROLLING

INTERESTS

ISSUED CAPITAL CASH FLOWHEDGE RESERVE

NET INVESTMENTHEDGE RESERVE

RESERVE FORTRANSLATION

DIFFERENCES ONTRANSACTIONS IN

FUNCTIONALCURRENCIES

OTHERTHAN THE EURO

RESERVE FORASSOCIATES ANDJOINT VENTURESACCOUNTED FOR

USING THE EQUITYMETHOD

OTHER RESERVESAND RETAINED

EARNINGS

TREASURYSHARES

PROFIT/(LOSS) FOR

PERIOD

TOTAL

Balance as at 31.12.2012 662 -47 -38 -8 -3 2,867 -216 600 3,817 1,708 5,525

Comprehensive income for the period - 20 -3 60 1 - - 113 191 80 271

Owner transactions and other changes

Dividends approved - - - - - - - - - -9 -9

Retained earnings from previous year, awaiting resolution of AGM of Atlantia SpA’s shareholders

- - - - - 600 - -600 - - -

Changes in the scope of consolidation, capital contributions, reclassifications and other minor changes

- - - - - 1 - - 1 - 1

Balance as at 31.03.2013 662 -27 -41 52 -2 3,468 -216 113 4,009 1,779 5,788

Balance as at 31.12.2013 826 1 -36 -198 -5 5,756 -208 349 6,485 1,728 8,213

Comprehensive income for the period - -29 - -22 - - - 128 77 -4 73




- - - - - 349 - -349 - - -


- - - - - - - - - 2 2

Balance as at 31.03.2014 826 -28 -36 -220 -5 6,105 -208 128 6,562 1,718 8,280



b) an increase of E43 million in provisions, primarily due to provisions for the period (up E103 million) and discounting to present value (up E11 million), partially offset by reclassification of the current portion (down E70 million).

As a result, “Net invested capital”, totalling E18,804 million, is down E178 million on the figure for 31 December 2013 (E18,982 million).

“Equity attributable to owners of the parent and non-controlling interests” totals E8,280 million (E8,213 million as at 31 December 2013). “Equity attributable to owners of the parent”, totalling E6,562 million, is up E77 million on the figure for 31 December 2013 (E6,485 million), reflecting the above comprehensive income for the period.

“Equity attributable to non-controlling interests” of E1,718 million is down E10 million on the figure for 31 December 2013 (E1,728 million), essentially due to comprehensive income for the period and the payment of dividends (down E8 million) by a number of Group companies that are not 100% controlled.

Statement of changes in consolidated equity

(Em) EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT EQUITYATTRIBUTABLE

ONCONTROLLINGINTERESTS

TOTAL EQUITYATTRIBUTABLE TOOWNERS OF THE

PARENT AND ONCONTROLLING

INTERESTS

ISSUED CAPITAL CASH FLOWHEDGE RESERVE

NET INVESTMENTHEDGE RESERVE

RESERVE FORTRANSLATION

DIFFERENCES ONTRANSACTIONS IN

FUNCTIONALCURRENCIES

OTHERTHAN THE EURO

RESERVE FORASSOCIATES ANDJOINT VENTURESACCOUNTED FOR

USING THE EQUITYMETHOD

OTHER RESERVESAND RETAINED

EARNINGS

TREASURYSHARES

PROFIT/(LOSS) FOR

PERIOD

TOTAL

Balance as at 31.12.2012 662 -47 -38 -8 -3 2,867 -216 600 3,817 1,708 5,525

Comprehensive income for the period - 20 -3 60 1 - - 113 191 80 271




- - - - - 600 - -600 - - -


- - - - - 1 - - 1 - 1

Balance as at 31.03.2013 662 -27 -41 52 -2 3,468 -216 113 4,009 1,779 5,788

Balance as at 31.12.2013 826 1 -36 -198 -5 5,756 -208 349 6,485 1,728 8,213

Comprehensive income for the period - -29 - -22 - - - 128 77 -4 73




- - - - - 349 - -349 - - -


- - - - - - - - - 2 2

Balance as at 31.03.2014 826 -28 -36 -220 -5 6,105 -208 128 6,562 1,718 8,280

28


The Group’s net debt at 31 March 2014 is E10,524 million (E10,769 million as at 31 December 2013).

“Non-current net debt”, amounting to E11,981 million is down E147 million on 31 December 2013 (E12,128 million), essentially following the reclassification to short-term of medium/long-term borrowings maturing in the next twelve months (E160 million) and an increase in the medium/long-term receivable (E70 million) due to Atlantia Bertin Concessões from Infra Bertin Empreendimentos (amounting to E417 million as at 31 March 2014) which controls the project company, SPMAR, the holder of the concession for the construction and operation of the orbital motorway serving the south east of Sao Paulo. These movements were partially offset by the private placement of bonds issued by the Parent Company, Atlantia, in January 2014, with a par value of E75 million, with settlement in March 2014, paying a fixed coupon of 3.625% and maturing in June 2038.

Current net funds amount to E1,457 million (E1,359 million as at 31 December 2013).

The increaase of E98 million essentially reflects a combination of the following:a) a E284 million increase in cash generated during the period, as shown in the following statement of

changes in consolidated net debt;b) the reclassification to short-term of medium/long-term borrowings maturing in the next twelve months

(down E160 million).

In addition, the Group repaid medium/long-term financial liabilities totalling E649 million, essentially linked to tranches A2 and A3 of the bonds (E375 million) and loans (E230 million) attributable to Aeroporti di Roma.The residual weighted average term to maturity of the Group’s interest bearing debt is approximately 6 years at 31 March 2014. 93% of the Group’s debt is fixed rate.The average cost of the Group’s medium/long-term borrowings in the first quarter of 2014 was approximately 5.0% (4.6% for the companies operating in Italy, 6.1% for the Chilean companies and 11.5% for the Brazilian companies).

As at 31 March 2014 project debt attributable to specific overseas companies amounts to E2,024 million.

At the same date the Group has cash reserves of E7,734 million, consisting of:a) E3,760 million in cash and/or investments maturing within 60 days and to be used, primarily, to redeem

bonds maturing on 9 June 2014, with a par value of E2,094 million;b) E534 million in term deposits allocated primarily to part finance the execution of specific construction

services and to service the debt of the Chilean companies;c) E3,440 million in undrawn committed lines of credit. The Group has lines of credit with a weighted

average residual term to maturity of approximately 8 years and a weighted average residual drawdown period of approximately 2 years.

The Group’s net debt, as defined according to the European Securities and Markets Authority - ESMA (formerly CESR) recommendation of 10 February 2005 (which does not permit the deduction of non-current financial assets from debt), amounts to E12,931 million as at 31 March 2014, compared with E13,098 million as at 31 December 2013.



Consolidated cash flow

Operating activities generated cash flows of E450 million in the first quarter of 2014, up E309 million on the same period of 2013 (E141 million). This primarily reflects:a) an increase in operating cash flow (up E117 million on the first quarter of 2013), as noted above;b) the amount of cash generated by the change in working capital (a difference of E185 million compared

with the first quarter of 2013). This reflects what happened in the first quarter of 2013, when there was an increase in trade receivables, linked to the greater amount due for tolls to be collected from banks, and a reduction in trade payables, reflecting movements in capital expenditure and linked to completion of the Eco-Taxe project.

Cash used for investment in non-financial assets amounts to E161 million and is down E14 million on the first quarter of 2013. This essentially reflects reduced investment in assets held under concession after the related government grants, and an increase of E16 million in financial assets deriving from concession rights.

The cash outflow resulting from changes in equity during the first quarter of 2014 amounts to E5 million, essentially reflecting dividends approved by Group companies for payment to their non-controlling shareholders (E8 million).The corresponding outflow in the first quarter 2013 was essentially due to the dividends approved by Group companies for payment to their non-controlling shareholders (E9 million) and the negative effect of the translation of debt denominated in foreign currency into euros (E21 million).

In the first quarter of 2014 net debt was reduced by E42 million as a result of the change in the fair value of financial instruments recognised in comprehensive income (an increase of E25 million in the first quarter of 2013). This is linked to the decline in interest rates as at 31 March 2014, compared with 31 December 2013.

The overall impact of the above cash flows has resulted in a reduction in net debt of E245 million in the first quarter of 2014, compared with the increase of E34 million recorded in the same period of 2013.

30


Statement of changes in consolidated net debt (1)

(Em) Q1 2014 Q1 2013

Profit for the period 148 130

Adjusted by:

Amortisation and depreciation 206 169

Provisions 53 6


29 24

Share of (profit)/loss of associates and joint ventures accounted for using the equity method

3 1

Net change in deferred tax (assets)/liabilities through profit or loss 26 21

Other non-cash costs (income) -1 -3

Change in working capital 6 -179

Other changes in non-financial assets and liabilities -20 -28

Net cash from operating activities (A) 450 141

Investment in assets held under concession -172 -268

Government grants related to assets held under concession 6 14

Increase in financial assets deriving from concession rights (related to capital expenditure)

17 89

Purchases of property, plant and equipment -7 -6

Purchases of intangible assets -7 -3

Purchase of investments, net of unpaid called-up issued capital - -1

Net change in other non-current assets 2 -

Net cash from/(used in) investment in non-financial assets (B) -161 -175

Dividends declared by Group companies -8 -9

Contributions from non-controlling shareholders 1 -

Effect of changes in exchange rates on net debt and other changes 2 -21

Net equity cash outflows (C) -5 -30

Increase/(Decrease) in cash and cash equivalents (A + B + C) 284 -64

Change in fair value and extinguishment of financial instruments recognised in comprehensive income (D)

-42 25

Financial income/(expenses) accounted for as an increase in financial assets/(liabilities) (E) (2)

3 5

Decrease/(Increase) in net debt for period (A + B + C + D + E) 245 -34

Net debt at beginning of period -10,769 -10,109

Net debt at end of period -10,524 -10,143

(1) This statement of changes in consolidated net debt differs from the consolidated statement of cash flows insofar as it:(a) presents the impact of cash flows generated or used during the period on consolidated net debt, as defined above, rather than on net cash and cash equivalents;(b) shows the change in working capital, consisting of trade-related items directly linked to the ordinary activities of the business concerned;(c) does not include changes in current and non-current financial assets and shows investments in consolidated companies and proceeds from the sale of previously consolidated

companies after deducting the net debt on the books of these companies, rather than less any net cash on the books of the companies consolidated or sold;(d) does not include changes in current and non-current financial liabilities and shows dividends approved during the reporting period, rather than dividends effectively paid in the

reporting period;(e) shows changes in the fair value of financial instruments recognised in the statement of comprehensive income.

(2) This item essentially regards capitalised financial income on the medium/long-term receivable represented by convertible bonds issued by Infra Bertin Empreendimentos, which controls the project company, SPMAR, which holds the concession for the construction and operation of the orbital motorway serving the south east of Sao Paulo, totalling E9 million, partially offset by the expenses accounted for as an increase in financial liabilities, totalling E6 million.



Consolidated statement of cash flows

(Em) Q1 2014 Q1 2013

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Profit for the period 148 130

Adjusted by:

Amortisation and depreciation 206 169

Provisions 53 6


29 24

Share of (profit)/loss of associates and joint ventures accounted for using the equity method

3 1

Net change in deferred tax (assets)/liabilities through profit or loss 26 21

Other non-cash costs (income) -1 -3

Change in working capital and other changes -14 -207

Net cash generated from/(used in) operating activities (A) 450 141

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES

Investment in assets held under concession -172 -268

Government grants related to assets held under concession 6 14

Increase in financial assets deriving from concession rights (related to capital expenditure)

17 89

Purchases of property, plant and equipment -7 -6

Purchases of intangible assets -7 -3

Purchase of investments, net of unpaid called-up issued capital - -1

Net change in other non-current assets 2 -

Net change in current and non-current financial assets not held for trading purposes -146 -178

Net cash generated from/(used in) investing activities (B) -307 -353

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

Dividends paid -289 -

Contributions from non-controlling shareholders 1 -

New non-controlling shareholder loans 3 -

Issuance of bonds 72 254

Increase in medium/long term borrowings (excluding finance lease liabilities) - 159

Bond redemptions -375 -240

Repayments of medium/long term borrowings (excluding finance lease liabilities) -273 -32

Payment of finance lease liabilities -1 -

Net change in other current and non-current financial liabilities 66 70

Net cash generated from/(used in) financing activities (C) -796 211

Net effect of foreign exchange rate movements on net cash and cash equivalents (D) 2 6

Increase/(Decrease) in cash and cash equivalents (A + B + C + D) -651 5

Net cash and cash equivalents at beginning of period 4,393 2,786

Net cash and cash equivalents at end of period 3,742 2,791

32


Additional information on the statement of cash flows

(Em) Q1 2014 Q1 2013

Income taxes paid 18 20

Interest and other financial income collected 13 17

Interest and other financial expenses paid -150 -121

Foreign exchange gains collected - 1

Reconciliation of net cash and cash equivalents

(Em) Q1 2014 Q1 2013

Net cash and cash equivalents at beginning of period 4,393 2,786

Cash and cash equivalents 4,414 2,811

Bank overdrafts repayable on demand -7 -

Intercompany current account payables due to unconsolidated Group companies -14 -25

Net cash and cash equivalents at end of period 3,742 2,791

Cash and cash equivalents 3,760 2,826

Bank overdrafts repayable on demand -7 -10

Intercompany current account payables due to unconsolidated Group companies -11 -25

Cash flows related to discontinued operations

(Em) Q1 2014 Q1 2013

Net cash generated from/(used in) operating activities 7 11

Net cash generated from/(used in) investing activities -1 -

Net cash generated from/(used in) financing activities -6 -5



Adjusted results of operations and financial position and reconciliation with reported amounts

The following section shows adjusted gross operating profit (EBITDA), profit for the year, operating cash flow and net debt. These amounts have been adjusted by stripping out the impact of financial items recognised by the Group’s motorway operators in application of IFRIC 12 when, under its concession arrangement, an operator has an unconditional right to receive contractually guaranteed cash payments for construction services rendered, regardless of the extent to which the public uses the service. This right is accounted for in “financial assets deriving from concession rights” in the statement of financial position.The adjusted amounts, which are not IFRS compliant, are presented with the aim of enabling analysts and the rating agencies to assess the Group’s results of operations and financial position using the basis of presentation normally adopted by them.

In particular, the adjustments applied to the reported amounts regard:a) an increase in revenue to take account of the reduction (following collection) in financial assets deriving

from guaranteed minimum revenue;b) an increase in revenue, corresponding to the portion of government grants collected in relation to

motorway maintenance and accounted for as a reduction in financial assets;c) an increase in revenue, corresponding to the collected portion of government grants in relation to

investment in motorway infrastructure, which are accounted for as a reduction in financial assets and were collected in full in previous years;

d) the reversal of financial income deriving from the discounting to present value of financial assets deriving from guaranteed minimum revenue and government grants for motorway maintenance;

e) the elimination of financial assets recognised in application of IFRIC 12 (takeover rights, guaranteed minimum revenue, other financial assets deriving from concession rights and government grants for motorway maintenance).

34


Reconciliation of adjusted and reported amounts(Em) Q1 2014 Q1 2013

EBITDA OPERATING CASH FLOW

EBITDA OPERATING CASH FLOW

Reported amounts 674 463 547 346

Increase in revenue for guaranteed minimum revenue:

- Los Lagos 2 2 2 2

- Costanera Norte 8 8 9 9

- Litoral Central 2 2 3 3

- Nororiente 3 3 3 3

Adjustment 15 15 17 17

Incease in revenue for grants for motorway maintenance:

- Los Lagos 3 3 4 4

Adjustment 3 3 4 4

Reversal of financial income deriving from the discounting to present value of financial assets deriving from concession rights:

- Los Lagos -1 -1

- Costanera Norte -7 -6

- Litoral Central -2 -2

- Nororiente -3 -3

- Ecomouv -6 -5

Adjustment -19 -17

Reversal of financial income deriving from the discounting to present value of financial assets deriving from grants for motorway maintenance:

- Los Lagos -2 -2

Adjustment -2 -2

Total adjustment 18 -3 21 2

Adjusted amounts 692 460 568 348



(Em) NET DEBT AS AT 31.03.2014

NET DEBT AS AT 31.12.2013

Reported amount 10,524 10,769

Reversal of financial assets deriving from concession rights

Reversal of financial assets deriving from takeover rights:

- Autostrade Meridionali 392 390

Adjustment 392 390

Reversal of financial assets deriving from guarantee minimum revenue:

- Los Lagos 63 66

- Costanera Norte 290 304

- Litoral Central 96 100

- Nororiente 155 161

Adjustment 604 631

Reversal of other financial assets deriving from concession rights:

- Ecomouv 670 652

- Costanera Norte 40 36

Adjustment 710 688

Total reversal of financial assets deriving from concession rights 1,706 1,709

Reversal of financial assets deriving from grants for motorway maintenance:

- Los Lagos 98 100

Adjustment 98 100

Total adjustment 1,804 1,809

Adjusted amounts 12,328 12,578

36


Pro forma consolidated income statement for the first quarter of 2013

As previously presented in the Annual Report for 2013, with regard to full year 2013, this section presents pro forma accounts, designed to show the material effects of the merger of Gemina with and into Atlantia on Atlantia’s reclassified consolidated income statement for the first quarter of 2013, as if the transaction had been consummated from 1 January 2013, rather than from 1 December 2013.

In accordance with the requirements of IFRS, the merger of Gemina with and into Atlantia involves, among other things, (i) Atlantia’s acquisition of control of Gemina and the resulting line-by-line consolidation of the income statements and statements of financial position of Gemina and its subsidiaries; and (ii) recognition of the assets and liabilities of Gemina in Atlantia’s consolidated financial statements at fair value (at the effective date of the Merger).

For the purposes of a correct interpretation of the information provided in the pro forma consolidated income statement for the first quarter of 2013, the following should be taken into account:a) given that the pro forma financial statements present a hypothetical situation, had the merger actually

been consummated at the dates to which the pro forma information refers to, the historical data would not necessarily have been identical to the pro forma data presented below;

b) the pro forma adjustments shown represent material effects on the results of operations directly connected to the merger;

c) the pro forma information has been prepared solely for the purposes of presenting the objectively measurable effects of the merger and, therefore, does not take account of the potential effects resulting from changes in management strategy and operational decisions resulting from implementation of the above strategy;

d) the Contingent Value Rights issued by Atlantia and the connected put option rights have been accounted for as an increase in the acquisition cost;

e) at the date to which the pro forma consolidated income statement refers there are no relationships of control or affiliation between the two companies participating in the merger, nor are they under common control as defined by IFRS 3 - Business Combinations;

f) the amounts presented in the “Pro form adjustments” column are consistent with the basis of presentation used in the Atlantia Group’s reclassified consolidated income statement.

The accounting standards and policies used in preparing the pro forma consolidated amounts and the corresponding adjustments are consistent and concurrent with those applied in preparation of the Atlantia’s consolidated amounts for the same period.

In addition, the effects of pro forma adjustments to profit for the period attributable to non-controlling interests have been calculated applying Gemina’s percentage interest in ADR (95.90% as at 31 March 2013), given that no pro forma adjustments referring to other companies consolidated by the former Gemina group with different non-controlling interests have been applied.


Pro forma consolidated income statement for the first quarter of 2013

The following pro forma reclassified consolidated income statement for the third quarter of 2013 presents:a) pre-merger amounts for the Atlantia Group for the first quarter of 2013 in the column headed “Atlantia

Group” (thus excluding the contribution of the former Gemina group from the consolidated amounts for 2013 presented below), restated as explained in the notes to the statement;

b) the consolidated results of operations of the Gemina group for the first quarter of 2013, reclassified as explained in the notes to the statement, in the column headed “Gemina group”;

c) the aggregate consolidated results of operations of the “Atlantia Group” and the “Gemina group” for the first quarter of 2013 in the column headed “Pro forma combined amounts”;

d) total pro forma adjustments, calculated on the basis of the hypotheses and assumptions described above, in the column headed “Pro forma adjustments”;

e) the post-merger pro forma consolidated results of operations for the first quarter of 2013 in the column headed “Atlantia Group pro forma”.

In accordance with IFRS 3 and as a result of the remeasurement at fair value of the net assets acquired from Gemina, the impact on the pro forma consolidated income statement for the first quarter of 2013 reflects a combination of the following main pro forma adjustments:a) recognition of amortisation of E25 million of the goodwill allocated to ADR’s concession rights,

represented by the difference between the net assets contributed by the former Gemina group companies and the estimated acquisition cost, with the related release of deferred tax liabilities of E9 million;

b) elimination of amortisation of E10 million of the goodwill recognised by Gemina, and allocated to ADR’s concession rights, following its acquisition of this investment, with the related release of deferred tax liabilities of E2 million.

It should be noted that, for the purposed of this pro forma consolidated income statement for the first quarter of 2013, it has been assumed that the goodwill allocated to the concession rights is amortised over a period of 31.5 years (from 1 January 2013 to 30 June 2044, the date on which ADR’s concession expires).

38


Pro forma reclassified consolidated income statement for the first quarter of 2013

(Em) ATLANTIA GROUP (1)

Q1 2013GEMINA GROUP (2)

Q1 2013PRO FORMA

COMBINED AMOUNTS Q1 2013

PRO FORMA ADJUSTMENTS

ATLANTIA GROUPPRO FORMA

Q1 2013

Toll revenue 779 - 779 779

Aviation revenue - 74 74 74

Contract revenue 7 - 7 7

Other operating income 134 49 183 183

Total revenue 920 123 1,043 - 1,043

Cost of materials and external services -131 -33 -164 -164

Concession fees -95 -3 -98 -98

Staff costs -169 -28 -197 -197

Capitalised staff costs 22 - 22 22

Total net operating costs -373 -64 -437 - -437

Gross operating profit (EBITDA) 547 59 606 - 606

Amortisation, depreciation, impairment losses and reversals of impairment losses

-169 -27 -196 -15 -211

Provisions and other adjustments -6 -17 -23 - -23

Operating profit (EBIT) 372 15 387 -15 372

Financial income from discounting to present value of concession rights and government grants

20 - 20 20


-24 -4 -28 -28

Other financial income/(expenses) -171 -15 -186 -186

Capitalised financial expenses 14 - 14 14

Share of profit/(loss) of associates and joint ventures accounted for using the equity method

-1 - -1 -1

Profit/(Loss) before tax from continuing operations

210 -4 206 -15 191

Income tax (expense)/benefit -82 -1 -83 7 -76

Profit/(Loss) from continuing operations

128 -5 123 -8 115

Profit/(Loss) from discontinued operations

2 - 2 2

Profit for the period 130 -5 125 -8 117

(Profit)/Loss attributable to non-controlling interests

-17 - -17 - -17

(Profit)/Loss attributable to owners of the parent

113 -5 108 -8 100

(1) Compared with the information published in the Atlantia Group’s interim report for the three months ended 31 March 2013, amounts for the first quarter of 2013 have been restated, as required by IFRS 3, to take account of completion of the identification and fair value measurement of the assets and liabilities acquired following the assumption of control of Autostrade Sud America and Atlantia Bertin Concessoes and their subsidiaries, which were consolidated for the first time from 1 April 2012 and 30 June 2012, respectively. TowerCo’s contribution has also been reclassified to “Profit/(Loss) from discontinued operations” in accordance with IFRS 5.

(2) The amounts reported have been extracted from the Gemina group’s interim report for the three months ended 31 March 2013; a number of reclassifications have been applied in order to ensure the consistent and concurrent presentation of the pro forma results of operations, taking into account differences in the presentation and/or classification of certain items in the Gemina group’s reclassified consolidated income statement and in the Atlantia Group’s matching statement.


Group financial and operating review

Group financial and operating review

Key performance indicators by operating segment

Following the above merger of Gemina with and into Atlantia and in keeping with the Group’s operational restructuring, with effect from the Annual Report for 2013 information is to be provided about the Group’s identified operating segments. These operating segments are consistent with the information provided to Atlantia’s Board of Directors which, in application of IFRS 8 - Operating Segments, represents the Group’s chief operating decision maker, taking decisions regarding the allocation of resources and assessing performance. In particular, the Board of Directors assesses the performance of the business both in terms of geographical area and in terms of segment. Information for the identified segments has been provided for both comparative periods. It should be noted that, compared with the breakdown of consolidated amounts by operating segment used for the first time in the Annual Report for 2013, the operating segments referred to in this interim report have been modified. Information is now provided on the basis of 3 main operating segments and a fourth residual segment that includes the Parent Company, Atlantia, and other activities of lesser importance.

Details of the Atlantia Group’s operating segments are as follows:a) Italian motorways: this includes the Italian motorway operators (Autostrade per l’Italia, Autostrade

Meridionali, Tangenziale di Napoli, Società italiana per azioni per il Traforo del Monte Bianco and Raccordo Autostradale Valle d’Aosta), whose core business consists of the management, maintenance, construction and widening of the related motorways operated under concession. These operators are listed in note 4 to the consolidated financial statements for 2013. In addition, this segment also includes Telepass, the companies that provide support for the motorway business in Italy and the Italian holding company, Autostrade dell’Atlantico, which holds investments in South America;

b) Italian airports: this essentially includes the subsidiary, Aeroporti di Roma, which holds the concession to operate and develop the airports of Rome Fiumicino and Rome Ciampino, in addition to the companies responsible for supporting and developing the airports business;

c) overseas motorways: this operating segment includes the holders of concessions in Chile, Brazil and Poland, and the companies that provide operational support for these operators and the related foreign-registered holding companies;

d) Atlantia and other activities: this segment includes:1) the parent Company, Atlantia, which operates as a holding company for its subsidiaries and associates

whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic;

2) the subsidiaries that produce and operate free-flow tolling systems in France, traffic and transport management systems, public information and electronic payment systems. The most important companies are Autostrade Tech, Ecomouv and Electronic Transaction Consultants;

3) the companies whose business is the design, construction and maintenance of infrastructure, essentially referring to Pavimental and Spea Ingegneria Europea.

40


Key performance indicators for each of the Group’s operating segments in the two comparative periods are shown below.

Atlantia group

(Em) Q1 2014

ITALIAN MOTORWAYS ITALIAN AIRPORTS OVERSEAS MOTORWAYS

ATLANTIA AND OTHER ACTIVITIES

ELIMINATIONS AND CONSOLIDATION

ADJUSTMENTS

TOTAL CONSOLIDATED

AMOUNTS

Reported amounts

External revenue 794 160 125 33 -1 1,111

Intersegment revenue 3 - - 69 -72 -

Total revenue 797 160 125 102 -73 1,111

EBITDA 494 94 93 -7 - 674

Operating cash flow 313 78 76 -4 - 464

Capital expenditure 126 14 20 14 12 186

Adjusted amounts (1)

Adjusted EBITDA 494 94 111 -7 - 692

Adjusted operating cash flow 313 78 79 -10 - 460

(Em) Q1 2013

ITALIAN MOTORWAYS ITALIAN AIRPORTS (2) OVERSEAS MOTORWAYS

ATLANTIA AND OTHER ACTIVITIES

ELIMINATIONS AND CONSOLIDATION

ADJUSTMENTS

TOTAL CONSOLIDATED

AMOUNTS

Reported amounts

External revenue 764 - 136 20 - 920

Intersegment revenue 12 - - 77 -89 -

Total revenue 776 - 136 97 -89 920

EBITDA 455 - 97 -5 - 547

Operating cash flow 278 - 70 -2 - 346

Capital expenditure 172 - 13 92 - 277

Adjusted amounts (1)

Adjusted EBITDA 455 - 118 -5 - 568

Adjusted operating cash flow 278 - 76 -6 - 348

(1) Adjusted amounts are presented on the basis normally adopted by financial analysts and the rating agencies. The adjustments made regard the disapplication of the financial model introduced by IFRIC 12.

(2) Following the merger of Gemina SpA with and into Atlantia SpA, the companies belonging to the “Italian airports” segment have been consolidated from 1 December 2013.


Italian motorways

Italian motorways

The Group’s Italian motorway operators report an overall increase in toll revenue of E31 million in the first quarter of 2014. This mainly reflects the impact of the application of annual toll increases (E25 million, primarily reflecting the increase of 4.43% applied by Autostrade per l’Italia from 1 January 2014), and an increase in motorway traffic (up 0.7%, accounting for an increase of E5 million, including the impact of the different traffic mix). Other operating income is down E10 million on the same period of 2013, reflecting the conclusion of Autostrade per l’Italia’s involvement in the “Design & Build” phase of the Eco-Taxe project in France, and the effect of non-recurring items in the first quarter of 2013.Maintenance costs are down E9 million, essentially due to a reduction in winter operations, partially offset by an increase in road surfacing work, following a rescheduling of works during the period, and an increase in other maintenance work on the network.The other costs of materials and external services are down E8 million compared with the first quarter of 2013, primarily reflecting the reduced direct costs incurred for the “Design & Build” phase of the Ecotaxe project in France and cost efficiencies.Staff costs, after deducting capitalised costs, are down E1 million in the first quarter of 2014.Before the capitalised portion, substantially stable with respect to March 2013, staff costs are down 1.0% on the first quarter of 2013.

This reflects:• a reduction of 22 in the average workforce (down 0.3%), primarily due to a freeze on the recruitment of

toll collectors at Autostrade per l’Italia, Tangenziale di Napoli and Autostrade Meridionali and the transfer of contracts from Autostrade per l’Italia to Atlantia, partially offset by an increase in the headcount at Giove Clear following the expansion of this company’s operations;

• a reduction in the average cost (down 0.7%), essentially due to the reduction in variable staff and the application of new contract terms, partially offset by charges resulting from contract renewal.

EBITDA for the Italian motorways segment in the first quarter of 2014, totalling E494 million, is up E39 million (8.6%) on the same period of 2013 (E455 million).

Traffic

The number of kilometres travelled on the Group’s Italian network in the first quarter of 2014 amounts to 9,854 million: 8,454 million by vehicles with 2 axles (cars and vans, representing 85.8% of the total) and 1,400 million by vehicles with 3 or more axles (14.2% of the total).This represents an increase of 0.7% compared with the first quarter of 2013. The number of kilometres travelled by vehicles with 2 axles is up 0.5% and by those with 3 or more axles is up 1.9%.

42


Traffic during the first three months of 2014 thus shows signs of picking up. The comparison with the first quarter of the previous year should take into account the fact that Easter was later in 2014, being in April as opposed to 31 March in 2013. There was also a reduced amount of snowfall in 2014.

Traffic on the network operated under concession in Italy during the first quarter of 2014

AUTOSTRADE VEHICLES X KM (MILLIONS) (1) ATVD (2) Q1 2014

VEHICLES WITH 2 AXLES

VEHICLES WITH 3+ AXLES

TOTAL VEHICLES % INCREASE/(DECREASE) ON 2013

Autostrade per l’Italia 7,887 1,369 9,255 0.7 36,024

Autostrade Meridionali 342 7 349 3.1 75,097

Tangenziale di Napoli 204 18 223 -1.9 122,578

Società Italiana per il Traforo del Monte Bianco

2 1 2 2.8 4,689

Raccordo Autostradale Valle d’Aosta 20 5 25 -0.8 8,437

Total Italian operators 8,454 1,400 9,854 0.7 36,932

(1) Provisional data.(2) ATVD - Average theoretical vehicles per day, equal to number of kilometres travelled/journey length/number of days in the year.

Toll increases

The following annual toll increases were introduced by Autostrade per l’Italia and the Group’s Italian motorway operators from 1 January 2014:

ITALIAN MOTORWAY OPERATOR TOLL INCREASE

Autostrade per l’Italia (1) 4.43%

Raccordo Autostradale Valle d’Aosta (2) 5.00%

Tangenziale di Napoli (2) 1.89%

Autostrade Meridionali (2) -

Società Italiana Traforo del Monte Bianco (3) 3.35%

(1) In accordance with the decree issued by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance, the toll increase applicable to Autostrade per l’Italia for 2014, introduced from 1 January, is 4.43%. This increase is the sum of the following components: 1.54%, being equivalent to 70% of the consumer price inflation rate in the period from 1 July 2012 to 30 June 2013; 2.69% designed to provide a return on additional capital expenditure via the X tariff component; 0.20% designed to provide a return on new investment via the K tariff component.

(2) The operators, Raccordo Autostradale Valle d’Aosta and Tangenziale di Napoli apply a tariff formula that takes into account the target inflation rate, a rebalancing component and a return on investment, in addition to quality. A toll increase of 5% was approved for Raccordo Autostradale Valle d’Aosta, thus delaying, until revision of the Financial Plan to be completed by 30 June 2014, any decision regarding the method of recouping the portion of the increase due but not recognized (8.96%). Tangenziale di Napoli was awarded an increase of 1.89%. Autostrade Meridionali was not authorised to apply any toll increase following expiry of its concession on 31 December 2012.

Raccordo Autostradale Valle d’Aosta and Autostrade Meridionali have filed legal challenges to the above decrees regarding tolls.(3) Traforo del Monte Bianco, which operates under a different concession regime based on bilateral agreements between Italy and France, applied a total increase of 3.35% from

1 January 2014, in accordance with the resolutions approved by the relevant Intergovernmental Committee. This includes 0.95% for inflation and 2.40% in accordance with the joint declaration issued by the Italian and French governments on 3 December 2012, with use of the proceeds still be decided on by the two governments.

Capital expenditure

During the first three months of 2014 Autostrade per l’Italia and the Group’s other Italian motorway operators invested a total of E154 million, marking a reduction of E28 million (15.4%), primarily due to completion of a number of works on the network.


Italian motorways

Capital expenditure

(Em) Q1 2014 Q1 2013 INCREASE/(DECREASE)

Autostrade per l’Italia - projects in Agreement of 1997 37 63 -41.3%

Autostrade per l’Italia - projects in IV Addendum of 2002 48 62 -22.6%

Investment in major works by other operators 2 1 100.0%

Other capital expenditure and capitalised costs (staff, maintenance and other)

55 50 10.0%

Total investment in infrastructure operated under concession

142 176 -19.3%

Investment in other intangible assets 5 2 150.0%

Investment in property, plant and equipment 7 4 75.0%

Total capital expenditure in Italy 154 182 -15.4%

Total capital expenditure overseas 32 95 -66.0%

The volume of investment relating to works envisaged in Autostrade per l’Italia’s Agreement of 1997 is down E26 million on the first quarter of 2013, primarily due to completion of work on boring the Sparvo Tunnel on the Variante di Valico in July 2013 and the approaching completion of the principal works for the Variante di Valico.The is continuing uncertainty over when work in the Tuscany region can start up again. Work has been halted following the investigation launched by the Public Prosecutor’s Office in Florence regarding the reuse of soil and rocks resulting from excavation work.The volume of investment in works envisaged in Autostrade per l’Italia’s IV Addendum is down E14 million on 2013, primarily reflecting the completion of work and the opening to traffic, in August 2013, of 10.4 km of new lanes between Pesaro and Fano on the A14, the financial difficulties affecting certain contractors engaged to carry out a number of works, resulting in delays.The above reduction in work has only partly been offset by an increase in work on the Ancona North-Ancona South section of the A14.

Contract reserves quantified by contractors

As at 31 March 2014 Group companies have recognised contract reserves quantified by contractors amounting to approximately E2,320 million (E2,050 million as at 31 December 2013).Based on past experience, only a small percentage of the reserves will actually have to be paid to contractors and, in this case, will be accounted for as an increase in the cost of concession rights.Reserves have also been recognised in relation to works not connected to investment (work for external parties and maintenance), amounting to approximately E40 million. The estimated future cost is covered by provisions for disputes accounted for in the consolidated financial statements.

Tolling systems: Telepass

The company is responsible for operating motorway tolling systems providing an alternative to cash payments (the Viacard direct debit card and Telepass devices), as well as payment systems for parking services (especially at airports) and restricted traffic zones. In addition, from 2013, with the new Telepass SAT product, the company offers an electronic tolling service for heavy vehicles, including on the motorway networks of France, Spain and Belgium.As at 31 March 2014 around 8.3 million Telepass devices were in circulation (215,000 units more than at 31 March 2013), with the number of subscribers of the Premium option exceeding 1.7 million (up 70,000 compared with 31 March 2013).

44


Revenue of E35 million in the first quarter of 2014 was primarily generated by Telepass fees of E23 million (substantially in line with the same period of 2013), Viacard subscription fees of E5 million (slightly down on the previous year) and payments for Premium services of E3 million (substantially in line with the same period of 2013).The company’s EBITDA for the first quarter of 2014 is E22 million, compared with the E21 million recorded in the first three months of 2013.


Overseas motorways

Overseas motorways

The results of the overseas motorways segment for the first quarter of 2014 benefit from substantial increases in traffic compared with 2013: up 7.3% in Chile, 5.0% in Brazil(1) and 12.6% recorded by the Polish operator, Stalexport Autostrada Malopolska (figures calculated in terms of kilometres travelled). The operating results for the first quarter reflect, however, the negative performance of the average exchange rates for the Chilean and Brazilian currencies compared with the same period of the previous year.

The Chilean operators generated total revenue of E41 million in the first quarter of 2014 (including toll revenue of E37 million), marking a reduction of 8.2% (an increase of 11.2% at constant exchange rates) with respect to the same period of 2013 (E44 million). Revenue for the first quarter of 2014 reflects the toll increases provided for in the concession arrangements from January. EBITDA of E29 million is down E2 million on the first quarter of 2013 (E31 million); at constant exchange rates EBITDA is up 14.4%.

The Brazilian operators generated total revenue of E71 million in the first quarter of 2014 (including toll revenue of E69 million), marking a reduction of 9.5% (an increase of 11.2% at constant exchange rates) compared with the same period of 2013 (E78 million).EBITDA of E54 million is down E4 million on the same period of 2013 (E58 million); at constant exchange rates EBITDA is up 15.3%.

In Poland, the Stalexport Autostrady group recorded total revenue of E12 million, marking an increase of 13.9% (14.7% at constant exchange rates) comparerd with the same period of 2013.EBITDA of E10 million is up E2 million on the same period of 2013 (E8 million); at constant exchange rates EBITDA is up 24.2%.

Chile

The Chilean subsidiaries’ results for the period, expressed in euros, reflect the fall in the value of the Chilean peso, which saw the exchange rate decline from 623.8 Chilean pesos per euro (the average rate for the first quarter of 2013) to an average rate of 755.9 Chilean pesos per euro in the first quarter of 2014.

(1) The increase only regards the companies consolidated by the Group. Including Rodovias do Tieté, which is 50% owned, traffic growth in Brazil is 4.6%.

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Key performance indicators

(Em) REVENUE EBITDA ADJUSTED REVENUE (*) ADJUSTED EBITDA (*) CAPEX

Q1 2014 Q1 2013 % INC./(DEC.)

Q1 2014 Q1 2013 % INC./(DEC.)

Q1 2014 Q1 2013 % INC./(DEC.)

Q1 2014 Q1 2013 % INC./(DEC.)

Q1 2014 Q1 2013 % INC./(DEC.)

Grupo Costanera

Costanera Norte 17 18 -7.9% 11 12 -7.9% 25 28 -9.7% 19 22 -10.2% 4 5 -3.9%

Nororiente 1 1 n.s. 0 0 n.s. 4 5 -23.9% 3 3 n.s. 0 0 n.s.

Vespucio Sur 16 18 -7.3% 14 15 -7.4% 16 18 -7.4% 14 15 -7.3% 0 0 n.s.

Litoral Central 1 1 n.s. 1 0 n.s. 3 4 -12.8% 3 3 n.s. 0 0 n.s.

AMB 0 0 n.s. 0 0 n.s. 0 0 n.s. 0 0 n.s. 0 0 n.s.

Los Lagos 5 6 -10.7% 3 4 -2.6% 11 12 -10.3% 8 9 -7.7% 0 0 n.s.

Total 41 44 -8.2% 29 31 -5.6% 59 66 -10.2% 47 52 -9.2% 4 5 -9.5%

(*) For details of the adjustments made and differences between reported and adjusted amounts, reference should be made to the specific section, “Consolidated financial review”.

The Group’s Chilean operators recorded overall traffic growth of 7.3%, in terms of kilometres travelled, in the first quarter of 2014.Traffic on the network managed by the operators present in the metropolitan area of Santiago registered increases of ranging from 6.8% for Costanera Norte and 8.7% for Vespucio Sur to 12.9% for Nororiente, serving a highly developed residential and business district.The increase recorded by Costanera Norte benefitted from the introduction of new tollgates enabling the company to bill certain types of traffic that previously did not pay.On the network managed by Litoral Central, located along the coast to the west of the capital, traffic grew 5.9%, whilst the operator, Los Lagos, registered an increase of 6.2% on first quarter of 2013.

Traffic

TRAFFIC (MILLIONS OF KM TRAVELLED) TRAFFIC (THOUSANDS OF JOURNEYS)

Q1 2014 Q1 2013 % INC./(DEC.) Q1 2014 Q1 2013 % INC./(DEC.)

Grupo Costanera

Costanera Norte 235 221 6.8% 54,326 48,412 12.2%

Nororiente 16 14 12.9% 1,304 1,160 12.5%

Vespucio Sur 199 183 8.7% 65,081 59,790 8.9%

Litoral Central 38 36 5.9% 1,509 1,420 6.3%

AMB 6 5 7.1% 2,450 2,287 7.1%

Los Lagos 169 159 6.2% 4,401 4,041 8.9%

Total 663 618 7.3% 129,071 117,109 10.2%

From January 2014 the operators controlled by Grupo Costanera applied the annual toll increases calculated under the terms of the related concession arrangements:• 6.0% for Costanera Norte and Vespucio Sur, reflecting the increase for inflation (2.4%) plus a further

increase of 3.5%;• 8.7% for Nororiente, reflecting the increase for inflation (2.4%) plus a further increase of 3.5% and the

component distributing the increase between the two barriers, including the rounding off of tariffs to the nearest 50 pesos (up 2.6%);

• 5.4% for AMB, reflecting an increase to make up for inflation during the period 2012-2013 (up 3.9%) plus a further increase of 1.5% (AMB has also recouped the inflation-linked increase for 2012, the year in which investment in the free-flow tolling system was completed);

• 2.3% for Litoral Central, based on the inflation-linked component for 2013 (up 2.4%) and the rounding off of tariffs to the nearest 50 pesos (down 0.1%).


Overseas motorways

From January 2014 the tolls applied by Los Lagos rose 0.2%, reflecting the inflation-linked increase of 2.4% for 2013, an increase relating to safety improvements, calculated on the basis of the accident rate during the previous year, which was 0.85% in 2014 and 2.7% in 2013, thus resulting in a reduction in tolls of 1.85%. The process of rounding off tariffs to the nearest 100 pesos resulted in a reduction of 0.3%.The investment programme named “Programma SCO” (Santiago Centro Oriente) is now fully effective, following its publication in the Official Gazette of the Chilean State on 12 March 2014. The programme covers seven projects designed to eliminate the principal bottlenecks on the section operated under concession. The total value of the work to be carried out is around 230bn pesos (approximately E320 million, with E40 million already completed at 31 March 2014). The agreement envisages that the operator will receive specific payment from the grantor in return for the above construction services, including a final payment at the expiry of the concession term designed to guarantee a minimum return, and a share of the increase in revenue deriving from the installation of new tollgates.Further information is provided in the section, “Significant regulatory aspects and litigation”.The operator, AMB, has plans in place for the construction of the remaining 8 km forming part of the total of 10 km covered by the concession at an estimated cost of approximately E30 million. Work should start in 2014 and be completed in 2016.

Brazil

The Group’s Chilean operators recorded overall traffic growth of 5.0%, in terms of kilometres travelled, in the first quarter of 2014, with growth of 3.4% on the section operated by Rodovias do Tieté, which is 50% owned. The results for the period, expressed in euros, reflect the fall in the average value of the Brazilian real, which saw the exchange rate decline from 2.64 Brazilian reals per euro (the average rate for the first quarter of 2013) to an average rate of 3.24 Brazilian reals per euro in the first quarter of 2014.

Key performance indicators

(Em) TRAFFIC (MILLIONS OF KM TRAVELLED) RICAVI EBITDA

Q1 2014 Q1 2013 % INC./(DEC.)

Q1 2014 Q1 2013 % INC./(DEC.)

Q1 2014 Q1 2013 % INC./(DEC.)

Triangulo do Sol 369 353 4.7% 30 33 -9.3% 24 24 -0.7%

Rodovias das Colinas 509 485 5.0% 34 37 -9.9% 26 28 -9.5%

Rodovia MG 050 197 187 5.5% 7 8 -9.1% 5 5 -13.0%

Total 1,075 1,024 5.0% 71 78 -9.5% 54 58 -6.2%

Rodovias do Tietê 324 314 3.4%

Total including Tietê 1,400 1,338 4.6%

The Brazilian operators in the State of Sao Paulo were offered compensatory measures in 2013, designed to make up for the loss of revenue caused by the decision to delay annual toll increases (normally applied from 1 July of each year), consisting of the right to charge for the suspended axles of heavy vehicles and a halving of the variable component of the concession fee payable to the Public Transport Services Regulator for the State of Sao Paulo (ARTESP). Further information on this matter is provided in the section, “Significant regulatory aspects and litigation”.

48


Poland

The Polish operator, Stalexport Autostrada Malopolska, recorded a 12.6% increase in kilometres travelled in the first quarter of 2014, compared with 2013, with light vehicles up 12.1% and heavy vehicles 15.2%.The high rate of growth in part reflects extraordinary maintenance on one of the alternative roads carried out from May 2013.


Italian airports

Italian airports

The ADR group’s total revenue for the first quarter of 2014 amounts to E165 million, including ,E5 million in revenue from construction services, up 33.3%. Revenue from airport management, amounting to E148 million in the first quarter of 2014, is up 22.4% overall on the same period of 2013. The increase primarily reflects growth in aviation revenue, following increase in fees resulting from Planning Agreement. In contrast, there was a slight decrease in non-aviation revenue, reflecting decline in revenue from property management and advertising, partially offset by the positive performance of retail activities.Other operating income is up E11 million, essentially due to past due receivable collected from Alitalia in Extraordinary Administration and Alitalia Express. These amounts, written off in previous years, date back to before the airline’s entry into extraordinary administration.

Net operating costs of E72 million are up E7 million. In detail:• the cost of materials and external services, amounting to E33 million, is substantially stable with respect to

the first quarter of 2013, reflecting the combined effect of reduced energy costs, due to decreases in both consumption and prices, and an increase in the cost of routine maintenance and cleaning;

• concession fees, amounting to E6 million, are up E3 million due to the fee increase scheduled to coincide with application of the Planning Agreement, which only partially impacted on the first quarter of 2013;

• staff costs, totalling E28 million, are up 1.0%, substantially due to an increase in the average workforce employed by the ADR group (up 50.8), primarily linked to the plans set out in the Planning Agreement, improvements in the quality of passenger services and the new airport emergency management plan.

EBITDA of E93 million is up E35 million on the same period of 2013 (up 59.0%), resulting in an improvement in the EBITDA margin based on revenue from airport management from 48.7% in the first quarter of 2013 to 63.2%.

Traffic performance

The Roman airport system handled approximately 8.4 million passengers in the first quarter of 2014, registering an increase of 4.4% compared with the same period of the previous year, and confirming the signs of gradual stabilisation and improvement seen in 2013. The EU segment was the main driver of growth for the Roman airport system in the first quarter of 2014, rising 7.0% and accounting for 46.4% of total traffic. The non-EU and domestic segments also saw significant growth, rising 3.7% and 1.2%, respectively (2).

(2) For comparative purposes, the performances of the non-EU and EU segments were compared with the figures for 2013 assuming the classification of Switzerland and Croatia as EU destinations for the purposes of fees (effective from 1 July 2013).

50


Capacity also rose: movements are up 4.0% and the number of available seats is up 3.2%. This has enabled an increase in the load factor to 69.0%, up 0.8 percentage points.

Breakdown of traffic using the roman airport system in the first quarter of 2014 (millions pax)

Change Q1 2014 versus Q1 2013

12

3.7% 4.4%10

7.0%8

6

1.2%4

2

0Domestic EU Extra EU Total

The breakdown of passengers by geographical area registered increases in the Middle East (up 14.0%) and Europe (non-EU up 15.8%; EU up 7.0%), substantial stability to and from North America (down 0.6%) and a decline in other areas (Central/South America down 5.7%, Africa down 5.0% and the Far East down 4.6%).

Breakdown of passenger traffic using the roman airport system by geographical area (millions pax)

6.0 16%

5.5 14%

5.0 12%

4.5 10%

4.0 8%

3.5 6%

3.0 4%

2.5 2%

2.0 0%

1.5 -2%

1.0 -4%

0.5 -6%

0Italy Europe EU Europe non-EU Middle East Africa Far East North America Central/South

America

-8%

Total

∆% vs previous year

Alitalia, the main carrier operating at Fiumicino, reports a 1.1% reduction in the number of passengers transported, accompanied by a 4.8% decline in the number of available seats and substantially stable movements. A breakdown by destination reveals that there was growth in both the EU international (up 9.1%) and non-EU international (up 2.6%) segments.

EU 46%

Extra EU 23%

Domestic 31%

2.6

3.9

1.9 8.4

2.6

3.9

0.5 0.4 0.3 0.3 0.2 0.2

-5,7%

-0,6%

-4,6%-5,0%

14,0%

-15,8%

7,0%

1,2%


Italian airports

The fact that the reduction in available seats was greater that the reduction in passengers transported has led to an increase in the load factor (67.8%, marking an increase of 2.5 percentage points).

Breakdown of Alitalia traffic at Fiumicino in Q1 2014 (millions pax)

Change Q1 2014 versus Q1 2013

6

52.6%

-1.1%4

9.1%3

-6.5%2

1

0Domestic EU Extra EU Total

Aviation activities

Aviation activities directly connected to the airport sector, including airport fees, centralised infrastructure, security and services, generated revenue of E102 million in the first three months of 2014, marking an increase of 38.2% on the same period of the previous year.It should be noted that from 9 March 2013 the new fees laid down in the Planning Agreement, which has introduced significant changes to the tariff regime previously in effect, were applied. In addition to changes to the main unit fees, the Planning Agreement has grouped together numerous fees, above all those regarding centralized infrastructure, including some of these in airport fees. The comparison of the individual components reflects the above changes and the comparison with the figures for the previous year is substantially possible only at the level of total revenue.

Airport fee revenue in the first quarter of 2014 amounts to E78 million, representing an 67.8% increase.

The positive performance registered in the first quarter of 2014 derives from:• an increase in take-off, landing and parking fees, amounting to E24 million, representing a rise of 64.4%

arising from, on the one hand, an increase in movements (4.0%) and aircraft tonnage (1.7%), and, on the other, higher unit fees. The increase derives from both the higher unit fees arising from application of the Planning Agreement on 9 March 2013 and the subsequent increase in unit fees for the current year applied from 1 March 2014, as established in the above Planning Agreement;

• an increase in passenger embarkation fees, amounting to E53 million, marking a rise of 71.0% on the first quarter of 2013. In addition to the increase in the number of passengers embarked (4.9%), this increase reflects the positive impact of the increase in fees introduced on application of the Planning Agreement from 9 March 2013, as well as the above rise in unit fees for 2014.

EU 23%

Extra EU 24%

Domestic 53%

1.8

0.8

0.8 3.3

52


Non-aviation activities

Non-aviation activities include retail activities (sub-concessions and utilities, car parks and advertising), property management and other activities carried out for external customers.

Non-aviation revenue is down from E47 million in the first quarter of 2013 to E46 million in the first quarter of 2014 (down 2.5%). The most important components include:• retail sub-concessions, which generated revenue of E22 million, up 12.2% on the same period of 2012.

Retail activities benefited from the impact of the refurbishment and enlargement of outlets in the core categories during 2013 and a favourable traffic mix connected to growth in the international segment, which traditionally has a greater propensity to spend than the domestic segment;

• revenue from property management, amounting to E12 million in the first three months of 2014, down 13.3% on the same period of the previous year;

• car park management, which generated revenue of E6 million, down 1.5%;• from 1 January 2014, the management of advertising space was transferred from the subsidiary, ADR

Advertising, to ADR SpA, which has contracted out this activity to a specialist company operating under a sub-concession arrangement; the performance of advertising activities in the first quarter of the year reflected the discontinuity linked to the start-up of the new business model, as well as a slight downturn in the relevant advertising market, resulting in a 32.3% decline in revenue, compared with the same period of 2013, to E2 million.

The ADR group’s capital expenditure

Capital expenditure totalled E15 million during the period (3).

The principal works regarded:• terminals and piers, involving continued work on the final design for the Eastern Hub, including, among

other things, the Avant-corps for T1, the new pier for Departure Area A, the upgrade and expansion of Departure Area C, the first phase of which already includes the complete demolition of T2 in order to enable T1 to be enlarged in the direction of the Control Tower. Replacement of the external flooring for the landside arrivals area of Terminals 1 and 2 began;

• Departure Area E/F: the foundation for the Avant-corps is 70% complete and work on the vertical structures (pillars, lateral walls, rooms) has begun; work on the surface foundations for the ground floor is in progress;

• maintenance of and improvements to Terminals to improve their image and the services provided to passengers;

• plant: work on replacing a baggage sorting system for Terminal 3 was completed and work on the upgrade of the electricity supply system began;

• runways and aprons: the preliminary design for phase II of the western aprons and the final design for reinforcement of the underpass for Runway 2, linked to the doubling of the Bravo taxiway, were completed;

• technology and networks: development and implementation of the new FIDS (Flight Information Departure System) was completed, enabling more information to be provided to passengers and the integration of multimedia content. Replacement of public information displays in Terminal T1 and Departure Areas B and C with new LED displays was completed, offering both greater luminosity and energy savings of approximately 50%.

(3) Including E1 million financed by the Civil Aviation Authority, ENAC.


Italian airports

Capital expenditure (*)

(Em) Q1 2014 Q1 2013

Work on terminals and piers 4 3

Departure area E/F (Pier C and 3rd BHS ) 3 1

Baggage handling sub-systems and airport equipment 2 2

Runways and aprons 1 4

Work on technical systems and networks 1 2

Other 4 2

Total 15 14

(*) Including works funded by the Civil Aviation Authority (ENAC).

Map of planned work at Fiumicino airport

Legend:

New infrastructure

Existing infrastructure

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Other activities

Autostrade Tech

Autostrade Tech is a provider of Information Technology Systems, operating in Italy and overseas. It supplies systems used for tolling, traffic management and information, urban access controls, car parks and speed checks.Revenue of E9 million in the first quarter of 2014 is down E3 million (28.2%) on the same period of 2013. The reduction is primarily due to completion of the activities carried out in 2013 in relation to the Eco-Taxe project, partially offset by an increase in revenue from the sale of Telepass equipment and tolling systems overseas (Poland). EBITDA for the first three months of 2014 is more or less E0 million, down E2 million on the same period of 2013.

Ecomouv

On 20 October 2011 Autostrade per l’Italia, via the project company, Ecomouv Sas (in which Autostrade per l’Italia holds a 70% interest) signed a partnership agreement with the French Ministry of Ecology, Sustainable Development, Transport and Public Housing (MEEDE) for the implementation and operation of a satellite-based tolling system for heavy vehicles weighing over 3.5 tonnes on approximately 15,000 km of the country’s road network (the so-called Eco-Taxe Poids Lourds project). The contract envisaged an initial 21-month design and construction phase following signature of the contract and then operation and maintenance of the tax collection system for 11 and a half years.Testing of the system by the French government (Vérification d’Aptitude au Bon Fonctionnement VABF) was completed on 8 November 2013 and on 22 November 2013 the government acknowledged compliance of the system with the applicable technical, legal and regulatory requirements, save for endorsement of the chains of collection and control. These endorsements, which according to Ecomouv were not necessary for the purpose of the VABF, were, in any event, announced in December 2013. Following violent protests in Brittany, on 29 October 2013 the French Prime Minister announced the suspension of introduction of the ecotax in order to reduce the burden on road users, as demanded by road hauliers’ associations, farmers and politicians in the Brittany region. On 22 October 2013, one week before announcement of the suspension, the Ministry of Transport had informed the various parties involved in the Eco-Taxe system (Ecomouv, the companies contracted to collect the tolls and road hauliers’ organisations) that acceptance of the Equipment (the “Mise à Disposition”) was to take place by the end of November 2013 and that the tax would have come into effect from 1 January 2014.Postponement of introduction of the tax has had a serious impact on fulfilment of the contract. Two parliamentary committees were set up to look into the ecotax in December 2013, one of which, the Mission d’Information at the National Assembly, with the main purpose of establishing if the conditions are right for a renewed attempt to introduce the tax.


Other activities

The French Ministry of Transport called a meeting with Ecomouv and the lending banks on 16 January 2014, at which it formally announced the results of system acceptance testing (Vérification d’Aptitude au Bon Fonctionnement or “VABF”), and its intention to initiate negotiations with Ecomouv in order to determine the conditions for suspending the contract until such time as the parliamentary committees had concluded their work, safeguard the government’s rights and provide Ecomouv with appropriate guarantees in view of its rights under the Eco-Taxe project and Contract.On 17 January 2014, after having received the results of the VABF and a notice of default by Ecomouv, which had provided the government with the report on the user acceptance test that concluded that the Equipment was in working order, which is the contractual condition precedent to the acceptance of the Equipment.A Senate committee hearing was held on 11 March 2014, at which the representatives of CAP Gemini, the government’s technical advisor, who had tested the Equipment, testified under oath that the Equipment was in working order and the User Acceptance Test Report made no mention of a “serious defects”. In fact, even though the government had taken two months to analyse the User Acceptance Test Report, it had made no comment on the existence of serious defects that could have prevented it from accepting the system.Despite this, and although the Equipment is undeniably ready and compliant with the related contract specifications and applicable laws, in a letter of 20 March 2014, the date the government considered to be the deadline for taking a position on the final user acceptance test, the Ministry of Transport advised Ecomouv that the government was of the opinion that there were grounds for terminating the contract. The reason given being that delivery of the Equipment had taken place over six months later than the delivery date foreseen by the contract (20 July 2013).At the same time, however, in the same letter the Ministry expressed its hope to restart negotiations with Ecomouv, as subsequently happened on 22 March.Whilst agreeing to the meeting, in letters dated 21 March and 4 April 2014, Ecomouv, with the support of its legal advisors, firmly and formally rejected the legitimacy of the Ministry of Transport’s claims and in particular: (i) the delay of over six months caused by Ecomouv, (ii) the ability of the government to terminate the contract due to the lack of harm caused to the government by the alleged delay, and (iii) maintained that the purpose of the proposed sanction together with the request to meet with Ecomouv to negotiate an agreement, was to gain an unfair advantage over Ecomouv in the negotiations. Ecomouv stated that its letter was without prejudice to its the right to raise its own claims and to proceed against the government to protect its rights. At the same time, Ecomouv also initiated the obligatory conciliation procedure provided for in the Contract, in order to arrive at an amicable solution of disputes between the parties prior to any legal action being taken. The conciliation panel, consisting of three former presidents of a section of the French Council of State, formerly opened proceedings on 5 May 2014.Negotiations between Ecomouv and the General Directorate of Transport (the DGTIM), appointed to conduct the negotiations by the Interministerial Committee, have resulted in preparation of a draft Memorandum of Understanding, which the DGTIM submitted for political approval by the Interministerial Committee at the beginning of April 2014.The outcome of local elections held at the end of March and the ensuing government reshuffle have delayed the decision-making process. Above all, the new Ecology Minister, who is now in charge of the Department of Transport, has stated during public hearings of the Senate committee holding an inquiry into the partnership agreement and of the Mission d’Information at the National Assembly, held on 29 and 30 April, respectively, that she will await the conclusion of the two committees’ inquiries before taking any decision. Both committees are expected to report by the end of May 2014 at the latest.The company, in part based on its consultants’ advice, considering that there are no grounds whatsoever for the previously announced termination of the contract, has stated that for reasons of prudence in these circumstances it would, on the one hand, not recognise any profit on the project, whilst, on the other hand, refraining from making provisions in its accounts, since all of the project assets carried in the financial statements are deemed to be substantially recoverable.The tax remains politically and socially unpopular in France and its application is uncertain and subject to change. This situation may necessitate application of the safeguards provided for in the relevant contract and/or the memorandum of understanding in the process of being negotiated.

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Pavimental

The company operates as a motorway maintenance provider and carries out major infrastructure works for the Group and external customers.Revenue for the first quarter of 2014 amounts to E60 million, up E9 million on the first quarter of 2013 (an increase of 16.8%). This reflects an increase in maintenance carried out for Autostrade per l’Italia and services, primarily construction, carried out for other customers, partially offset by a reduction in work carried out following substantial completion of a number of construction projects commissioned by Autostrade per l’Italia (on the A14 and A9) and by other customers (Società Autostrada Tirrenica and Autostrade Centropadane) in previous years.Negative EBITDA of E1 million marks an improvement of E4 million on the figure for the first quarter of the previous year. The company continued to cut operating costs and boost workforce efficiency during the first quarter of 2014.

Spea Ingegneria Europea

The company supplies engineering services involved in the design, project management and controls connected to the upgrade and maintenance of the Group’s motorway and airport infrastructure.Revenue for the first quarter of 2014 amounts to E17 million, down E6 million (26.6 %) on the first quarter of 2013. This primarily reflects the reduced volume of infrastructure design work and project management carried out, following the completion of a number of projects carried out by the Group (the A8, Variante di Valico, A14) and delays in receiving clearance for new projects (the Genoa Bypass, Società Autostrada Tirrenica). 93.4% of the company’s revenue during the year was earned on services provided to the Group.EBITDA for the first quarter of 2014 amounts to E3 million, down E4 million on the first quarter of 2013. This primarily reflects the above reduction in revenue, partially offset by reduced use of external consultants and a reduction in staff costs, resulting in an overall E2 million reduction in operating costs.


Workforce

Workforce

As at 31 March 2014 the Group employs 13,364 staff on permanent contracts and 743 temporary staff, resulting in a total workforce of 14,107, including 11,235 in Italy and 2,872 at overseas companies. The total workforce is down 103 (0.7%) compared with the 14,210 of 31 December 2013.

The change in permanent staff (down 14) primarily reflects events at the following Group companies:• Chilean companies (down 60), due to a staff reduction following the centralisation of activities;• Italian motorway operators (down 21 after the transfer of 23 people to Atlantia in order to boost the

Parent Company’s organisation following the merger with Gemina). Primarily reflecting a reduction in Autostrade per l’Italia’s workforce (down 17, after the transfer of 23 staff to Atlantia) following a freeze on the recruitment of operating personnel for Section Department offices;

• Spea (down 8) due to an increase in organisational efficiency following a reduction in business volumes;• Brazilian companies (up 37) following the completion of plans for works envisaged in the concession

arrangements;• Giove Clear (up 21) following the conversion of some temporary contracts into permanent ones as a result

of the progressive planned upgrade of technical staff;• Pavimental (up 15) due to the acquisition of new contracts;• Pavimental Polska (up 7) following the conversion of some temporary contracts.

The change in temporary staff (down 89) primarily reflects events at the following Group companies:• Italian operators (down 67) following a reduction in the number of seasonal toll collectors hired during

the Christmas holidays;• Giove Clear (down 22), primarily following the conversion of some contracts into permanent ones; • Pavimental Polska (down 16), primarily due to a reduction in seasonal staff and the conversion of some

contracts into permanent ones;• ADR group (down 12), primarily due to reduced use of seasonal staff by ADR Assistance, which provides

PRM (Passengers with Reduced Mobility) services, in the period, partially offset by an increase in ADR Security’s staff in order to improve waiting times at security;

• Pavimental (up 30), reflecting an intensification of activity in specific areas.

The average workforce (including agency staff) is up from 11,338 in the first quarter of 2013 to 13,300 for the first quarter of 2014, marking an overall increase of 1,962 (up 17.3%).

This increase (up 1,962 on average) primarily reflects:• first-time consolidation of the former Gemina Group companies (up 2,086 on average);• Ecomouv (up 149 on average) following the recruitment of staff for the Metz contact centre;• Giove Clear (up 48 on average) following an expansion of its operations;• Brazilian companies (up 19 on average) following the completion of plans for works envisaged in the

concession arrangements;• Pavimental (up 13 on average) as a result of the above increases in staff;

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• Chilean companies (down 143 on average), due to a staff reduction following the centralisation of activities;

• Electronic Transaction Consultants (down 84 on average), due to reduced use of agency staff;• Spea (down 83 on average) due to a reduction in temporary staff;• a reduction in Autostrade per l’Italia’s workforce (down 1, after the transfer of staff to Atlantia) primarily

following a freeze on the recruitment of operating personnel for Section Department office, partly offset by the transfer of contact centre staff from Telepass.

Details of changes in staff costs in the first quarter of 2014 are provided in the section, “Consolidated financial review”.

Permanent staff

POSITION 31.03.2014 31.12.2013 INCREASE/(DECREASE)

ABSOLUTE %

Senior managers 248 248 - 0.0%

Middle managers 974 984 -10 -1.0%

Administrative staff 6,265 6,238 27 0.4%

Manual workers 2,510 2,523 -13 -0.5%

Toll collectors 3,367 3,385 -18 -0.5%

Total 13,364 13,378 -14 -0.1%

Temporary staff

POSITION 31.03.2014 31.12.2013 INCREASE/(DECREASE)

ABSOLUTE %

Senior managers 1 1 - n.s.

Middle managers 1 2 -1 -50.0%

Administrative staff 326 305 21 6.9%

Manual workers 354 395 -41 -10.4%

Toll collectors 61 129 -68 -52.7%

Total 743 832 -89 -10.7%

Average workforce (*)

POSITION 2014 2013 INCREASE/(DECREASE)

ABSOLUTE %

Senior managers 249 205 44 21.5%

Middle managers 973 791 182 23.0%

Administrative staff 6,305 4,879 1,426 29.2%

Manual workers 2,568 2,062 506 24.5%

Toll collectors 3,205 3,401 -196 -5.8%

Total 13,300 11,338 1,962 17.3%

(*) Includes agency staff.


Significant regulatory aspects and litigation


This section describes a number of the main disputes outstanding, and regulatory aspects of importance to the Group’s operators.Current disputes are unlikely to give rise to significant charges for Group companies in addition to the provisions already accounted for in the consolidated financial statements as at and for the three months ended 31 March 2014.

Italian motorway operators

Disputes with food service providers

With reference to tenders called by the Advisor in relation to the award of food service concessions, as a result of which Autogrill was ranked first, in January 2014 Autogrill filed three challenges, one before Tuscany Regional Administrative Court, one before Piedmont Regional Administrative Court and a third before Liguria Regional Administrative Court, requesting cancellation of certain contract terms and conditions governing financial aspects of the sub-concession arrangement. Again with reference to the above tenders called by the Advisor, as a result of which Autogrill ranked first, the company has announced additional grounds for the challenges filed in November 2013 — one before Lazio Regional Administrative Court, one before Lombardy Regional Administrative Court and a third before Emilia-Romagna Regional Administrative Court — containing a similar request for cancellation of the contract terms and conditions governing financial aspects of the sub-concession arrangement.

Accident on the Acqualonga viaduct on the A16 Naples-Canosa motorway on 28 July 2013

With regard to the criminal investigation of the accident on the Acqualonga viaduct on the Naples-bound carriageway of the A16 Naples-Canosa motorway, at km 32+700, on 28 July 2013, the expert assessment requested by the Public Prosecutor’s Office in Avellino is still in progress.

Claim for damages from the Ministry of the Environment

The criminal case pending before the Pontassieve division of the Court of Florence, initiated in 2007 and relating to events in 2005, involves two of Autostrade per l’Italia’s managers and another 18 people from contractors, who are accused of violating environmental laws during construction of the Variante di Valico. A number of hearings have been scheduled, but so far only up to May 2014.

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Challenge filed by Varese Provincial Authority

On 6 March 2014, Varese Provincial Authority filed a legal challenge before Lazio Regional Administrative Court against the Ministry of Infrastructure and Transport, the Ministry of the Economy and Finance, ANAS and Autostrade per l’Italia, requesting cancellation, subject to suspensive relief, (i) of the Ministry of Infrastructure and Transport/Ministry of the Economy and Finance decree of 31 December 2013, which approved the toll increase for 2014, regarding, in particular, the part relating to the A8 and A9 motorways, and (ii) the arrangement under which Autostrade per l’Italia was permitted to operate the toll stations on the above motorways, collecting a toll that is not based on the effective distance travelled by road users. Varese Provincial Authority also requested an injunction suspending implementation of the above decree and thus the toll increase. This request was turned down by the Regional Administrative Court on 17 April 2014. A date for the hearing to discuss the challenge has yet to be fixed.

Release of the restricted reserve for delayed investment

On 24 February 2014, Autostrade per l’Italia notified the Grantor that, under the provisions of article 12, paragraph 1 of the Single Concession Arrangement, the obligation to make provision, in a specific equity reserve, for the financial benefits deriving from delayed investment no longer applies. Autostrade per l’Italia also informed the Grantor that this reserve amounts to E446 million. On 20 March 2014 the Grantor responded positively, pointing out that, “based on the accounting information relating to 31 December 2013, the conditions set out in Annex L to the Concession Arrangement for release of the above equity reserve have been met”. On 16 April 2014 Autostrade per l’Italia’s Annual General Meeting of shareholder approved release of the reserve.

Use of external contractors

In compliance with Law Decree 1/2012, converted with amendments into Law 27/2012, as amended, in commissioning the works provided for in the concession arrangements agreed prior to 30 June 2002, including those renewed or extended under existing legislation as at 30 June 2002, the minimum percentage of works to be contracted out to third-party contractors by the providers of construction services under concession has been raised to 60% from 1 January 2014.

Autostrade per l’Italia-Autostrade Tech against Alessandro Patanè and others

To protect the Group’s position following repeated claims filed by Mr. Alessandro Patanè and the companied linked to him, in substance regarding ownership of the software used in the SICVe (Safety Tutor) systems, on 14 August 2013 Autostrade per l’Italia and Autostrade Tech served a writ on Mr. Patanè before the Court of Rome, with the aim of having his claims declared without grounds.On appearing before the court in the first week of 2014, Mr. Patané filed a counterclaim after the legal deadline. The counterclaim contains, among other things, an assertion that the SICVe system has been illegally copied and asserting title to the system, and a claim for damages of approximately E7.5 billion.The action, originally assigned to another section of the court, has finally been assigned to the section specializing in commercial disputes.The first hearing, which should have been held on 23 April 2014, was adjourned until 3 December 2014 and the judge was replaced.



In the opinion of Autostrade per l’Italia’s external legal advisor, none of the counterclaims have any chance of success, given that they were filed late and that the claims are inadmissible and without grounds.

Società Infrastrutture Toscane SpA

In 2006 Società Infrastrutture Toscane (“SIT”) signed the Concession Arrangement with Tuscany Regional Authority covering the construction and management of the motorway link between Prato and Signa, under a project financing initiative. SIT is 46% owned by Autostrade per l’Italia.At the end of 2011 Tuscany Regional Authority terminated the arrangement, deeming the costs to be excessively high. SIT then challenged the Authority’s decisions before Tuscany Regional Administrative Court.Following the start of arbitration pursuant to the Concession Arrangement, the Arbitration Panel filed its arbitration award on 19 February 2014. The Panel found the Regional Authority’s termination of the arrangement due to its high cost to be legal, ruling that the Authority should pay SIT, as a result of the termination, approximately E30.64 million (including E9.85 million as payment for design work), and that SIT should return public subsidies of approximately E32.16 million, with the debit and credit amounts to be offset. The Panel ruled that SIT should pay the difference due only following the outcome of the failed enforcement of the guarantee provided by Assicurazioni Generali SpA in relation to the project. With regard to the Authority’s attempt at enforcement of the guarantee provided by Assicurazioni Generali, the latter decided to challenge the injunction before the Court of Florence requesting suspension of its provisional execution, obtained by the Regional Authority in respect of payment of an amount equal to the grant originally given. Following suspension of the injunction, with a number of summons served on third parties, notified in February 2013, the construction companies that hold shares in SIT and the Tuscany Regional Authority served a writ on SIT, whilst the Tuscany Regional Authority served writs on SIT’s remaining shareholders, including Autostrade per l’Italia. At the hearing of 30 October 2013, the action was interrupted following Impresa SpA’s placement in extraordinary administration. At the subsequent held on 9 April 2014, the parties were granted time until the legal deadline for the submission of briefs and responses and the pre-trial judge reserved judgement on the preliminary motions filed by the parties.

Reduced tolls for frequent users

On 24 February 2014 a “Memorandum of Understanding” was signed by a number of motorway operators (including, from within the Group, Autostrade per l’Italia), the trade association, AISCAT, and the Minister of Infrastructure and Transport. This has introduced reduced tolls for private road users who frequently make the same journey (not more than 50 km) in class A vehicles. To benefit the user must have a Telepass account in the name of a private individual and must make the same journey more than 20 times in a calendar month, subject to a limit of twice a day. The reductions, which may not be used together with any other available discounts or subsidies, involve application of a discount on the relevant toll with effect from the 21st journey. The discounts are progressive, rising from a minimum 1% of the total toll payable for 21 journeys up to 20% of the total toll for 40 journeys. A discount of 20% will also be applied if users make between 41 and 46 journeys, whilst any journeys after the 46th will not qualify for the discount.In accordance with the Memorandum, in the first four-month trial period (from 1 February to 31 May 2014) operators will absorb the loss of revenue resulting from the discount. After this period (from 1 June 2014 until 31 December 2015, unless the initiative is withdrawn earlier than planned) operators will have the right to recoup the lost revenue through the solutions described in the Memorandum.

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Overseas motorway operators

Chile

Following publication of the Supreme Decree ratifying Costanera Norte’s investment programme on 12 March 2014, the “Programma SCO” (Santiago Centro Oriente) was fully effective.The programme covers seven projects designed to eliminate the principal bottlenecks on the section operated under concession. The total value of the work to be carried out is around 230bn pesos (approximately E320 million) and work is to be completed by 2017. The agreement envisages that the operator will receive specific payment from the grantor in return for the above construction services, including a final payment at the expiry of the concession term designed to guarantee a minimum return, and a share of the increase in revenue deriving from the installation of new tollgates. The first three projects, already approved in draft form as priority works with a total value of approximately E40 million, got under way in February 2013. Two of these have been completed and the relevant sections opened to toll-paying traffic; the third (a tunnel linking the Costanera Norte and the Autopista Central) will be completed by August 2014.

Brazil

Following the recent civil unrest in the country, in June 2013 the Governor of the State of Sao Paulo decided to delay introduction of the motorway toll increases due to be applied from 1 July 2013 in order to bring tolls into line with the inflation rate for the last 12 months.The resolution published by the Public Transport Services Regulator for the State of Sao Paulo (ARTESP), dated 27 June 2013, and subsequent implementation guidelines issued by ARTESP and the Secretariat for Logistics and Transport in the State of Sao Paulo (SLT) contained a package of measures designed to compensate operators for the lack of an increase in tolls. The measures include cancellation of 50% of the variable fee payable to ARTESP (reduced from 3% to 1.5% of revenue) for the months of July, August and September 2013 and the right to bill for the suspended axles of heavy vehicles from 28 July 2013 (previously exempt following a ban imposed unilaterally by the Secretariat for Logistics and Transport in the State of Sao Paulo from 1998; a decision that continues to be the subject of legal challenges, as described below). On 14 December ARTESP then extended the 50% reduction of the variable fee to 1.5% for an indefinite period. Should the above compensation not be sufficient to maintain the financial conditions of the arrangements, the concession arrangements provide for compensation via an extension of the concession term for a period to be calculated on the basis of the discount rate originally provided for in the arrangements.

On 13 July 2013 ARTESP used the Official Gazette to announce its decision to proceed with an investigation of all ten operators in the State of Sao Paulo that agreed Addenda and Amendments with ARTESP, which were signed and approved in 2006. The agreed changes were designed to extend the concession terms to compensate, among other things, for the expenses incurred as a result of taxes introduced after the concessions were granted.The Addenda and Amendments of 2006 were negotiated and signed by ARTESP on the basis of favourable opinions issued by the Regulator’s own technical, legal and finance departments. The Addenda and Amendments were then examined by specific oversight bodies from the Ministry of Transport and the Court of Auditors of the State of Sao Paulo, which confirmed their full validity. ARTESP is contesting the fact that the compensation was calculated on the basis of forecasts in the related financial plans as, moreover, provided for in the concession arrangements, and not on the basis of actual data. The action taken by ARTESP against Triangulo do Sol and Colinas is still at the administrative stage and, in the event of an unfavourable ruling by ARTESP, operators will have the option of taking legal action.The operators concerned, which include the Atlantia Group companies, Triangulo do Sol and Colinas, and industry insiders, including banks, believe that the risk of a unilateral revision of the Addenda and



Amendments is remote. This view is backed up by a number of unequivocal legal opinions provided by leading experts in administrative law and regulation.

After two negative outcomes in the first two instances in the courts of Sao Paulo, in 2004 and 2010, respectively, on 3 December 2013 Brazil’s Supreme Court (Superior Tribunal de Justiça di Brasilia, or “STJ”) found in favour of the operators, including Triangulo do Sol, who had brought the action challenging the unilateral decision of the Secretariat for Logistics and Transport in the State of Sao Paulo, which, in 1998, had imposed a ban on toll charges for the suspended axles of heavy vehicles, introducing a restriction not provided for in the concession arrangements. Following ARTESP’s challenge, requesting a review of the sentence, on 20 February 2014 the court withdrew its previous ruling. On 24 February 2014, the operators then requested that the final ruling should be issued by the Supreme Court’s panel of judges, consisting of 5 members. A ruling is expected in the first half of 2014. Should the Court find in the operators’ favour, Triangulo do Sol will have the right to charge for suspended axles in the future and to compensation for the period prior to the start-up of the concession, in accordance with mechanism provided for in the concession arrangement.

Poland

In September 2013, the Polish transport regulator requested Stalexport to provide information on the timing of its repayment to the Polish government, in accordance with the mechanism provided for in the Concession Arrangement, of the loan granted to finance construction work on the Katowice-Krakow section of the A4 motorway prior to being awarded the concession. The loan was, in turn, provided by the European Bank for Reconstruction and Development (EBRD). The operator sent the Grantor an updated repayment schedule, based on the latest forecasts.In January and February 2014, the regulator requested further details, suggesting, among other things, that the loan could constitute “state aid” received by the operator prior to Poland’s entry into the EU and, in this case, be the subject of an investigation by the European Commission. Legal experts are currently assessing the actual risk for the operator should the loan be deemed to constitute “state aid”. This risk, however, appears moderate.

Italian airport operators

“Destinazione Italia” Law Decree

The national law, converting Law Decree 145/2013 (the so-called “Destination Italy” law, published in the Official Gazette on 20 February 2014, envisages:• that airport operators that provide grants, subsidies or other forms of financial aid to airlines in order

to incentivise the start-up or development of routes designed to meet or increase demand in their local area, must apply transparent selection criteria, such as to ensure the widest possible participation of any potentially interested airlines. These criteria are to be defined in guidelines adopted by the Ministry of Infrastructure and Transport, in consultation with the transport regulator and the Civil Aviation Authority, ENAC, and communicating the outcome of the procedures to the transport regulator and the Civil Aviation Authority in order to verify compliance with the requirements of transparency and fair competition;

• the maximum value of the Regional Tax on Aircraft Noise (IRESA) calculation parameters applicable throughout the country: “In order to avoid a distortion of competition between airports and promote the Italian airport system […] in fixing the regional tax on aircraft noise – IRESA […], the maximum value of the IRESA calculation parameter may not exceed E0.50. Notwithstanding the maximum value, reformulation of the tax should take account of the distribution of day- and night-time flights and the characteristics of the urban areas adjacent to airports”;

• that the municipal surcharge introduced by article 2, paragraph 11 of Law 350 of 24 December 2003, and

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subsequent increases, is not payable by passengers in transit at Italian airports, if they have arrived from another Italian airport;

• that the Commissioner’s surcharge for Roma Capitale shall continue to be applied to all passengers departing from or in transit at the airports of Rome Fiumicino and Ciampino, with the exception of transit passengers arriving from and departing for an Italian airport.

• the shortfall in revenue resulting from the above provisions is to be compensated for in accordance with a decree to be issued by the Ministry of Infrastructure and Transport, in agreement with the Ministry of Internal Affairs, the Ministry of labour and Social Policy and the Ministry of the Economy and Finance, by 30 June of each year.

Noise Reduction and Abatement Plan for Ciampino airport

Pursuant to the Ministerial Decree of 29 November 2000, ADR submitted the Noise Reduction and Abatement Plan for Ciampino airport to the municipalities of Rome, Marino and Ciampino on 28 November 2013. In February 2014 the city councils of Ciampino and Rome expressed their opposition to the proposed plan; as did the town council of Marino. A decision from the Lazio Regional Authority is awaited.

Consultation with users

On 14 January 2014 a second, and conclusive, annual consultation with users was held at Fiumicino airport, regarding the proposed fees for 2014, to come into effect on 1 March 2014. The following were presented at the meeting: the investment programme for 2014, revised on the basis of the new reformulation of the Plan for the sub-tariff period for 2012-2016, which envisages the rescheduling of investment in order to accelerate implementation in accordance with the Cabinet Office Decree of 21 December 2012; the actual traffic figure for 2013 and projections for 2014 and the final tariff plan for 2014 – which envisages an average fee of E28.2 per departing passenger at Fiumicino, including the change in transit fees.

Capital expenditure

On 13 January 2014, the Civil Aviation Authority (ENAC) informed ADR that the Ministry of Infrastructure and Transport had given the go-ahead for reformulation of the investment programme for the period 2012-2016.On 29 January 2014 ENAC and ADR held a meeting to assess the investment completed and the plans for 2014. On this occasion, the Authority expressed satisfaction with the fact that the company has substantially met its obligations – except for limited divergences due to external events, beyond the operator’s control – and the company undertook to continue to do so, despite a reduction in passenger traffic due to weak economic conditions at national and global level.

Opposition to the Planning Agreement

On 12 March 2014, Lazio Regional Administrative Court heard a number of legal challenges against the Planning Agreement. The challenges brought by Codacons (a leading consumers’ association), Assaereo, Assohandlers and Consulta were withdrawn. During the accompanying discussion of the special appeals to the Head of State lodged by a Lufthansa – Austrian Airlines – Swiss International Airlines, shipping agents operating at Ciampino (AICAI - DHL - TNT) and Cargo operators, an adjournment was requested and the



next hearing scheduled for 9 July 2014.The challenges filed by Assoaereo, Assohandlers, Consulta e Codacons were struck off the register on 25 March 2014 due to lack of interest in proceeding on the part of the appellants.

Easyjet’s challenge to the reformulation of transit fees

On 26 February 2014 ADR was notified of a legal challenge brought by Easyjet Airline Company Ltd before Lazio Regional Administrative Court, requesting cancellation of the revised passenger boarding fees, to be applied from 1 March 2014, linked to the new transit fees and applying for injunctive relief. Easyjet’s action has challenged the “Fee Structure for Fiumicino” published by the Civil Aviation Authority on 27 December 2013 (and all the related documents, to the extent that they apply to passenger boarding fees at Fiumicino airport). According to the appellants, the revised fees for passengers boarding at Fiumicino airport — linked to a 65% discount applied to the above charges for passengers in transit at the airport and an accompanying increase in the fee for departing passengers — is in violation of Italian and EU legislation. In particular, Easyjet claims (i) that the new charges were introduced without respecting the obligation to consult with airport users, (ii) that the cost-based principle has not been complied with, and that (iii) nor has the principle of non-discrimination among users, and that the situation (iv) constitutes an abuse by ADR of its dominant position in the form of discriminatory and excessively high prices.The appellant requested a fast-track ruling by a sole judge on injunctive relief, which the President of the competent section of the Regional Administrative Court turned down. At the subsequent hearing held on 17 March 2014, the discussion of injunctive relief was adjourned until 29 April 2014, at which the panel upheld the objection filed by ADR based on inadmissibility following the subsequent cabinet Office Decree approving the 2nd Addendum to the Single Concession Arrangement. As the deadline for the submission of additional arguments has yet to expire, EasyJet has declared an interest in submitting further arguments. The Panel has, therefore, scheduled a hearing for 29 May 2014.

Agreement with Alitalia/CAI

On 10 March 2014, ADR has reached a settlement with Alitalia/CAI, finally resolving a number of long-standing major disputes (in particular, regarding the fees for use of the Technical Area, common assets and use of the Net6000 baggage handling system, in addition to other minor issues) and agreeing rules governing the sub-concession of the so-called Technical Area and unregulated airport assets. The settlement, including agreements governing the sub-concession of the Technical Area and related appurtenances, was subject to certain conditions precedent, which were subsequently met. The agreement is thus effective from 30 March 2014.

Proceedings regarding the Alitalia Group in extraordinary administration (a.s.)

ADR’s legal challenge to the Official Receiver’s first partial distribution plan has yet to be ruled on. The claim for partial amendment of the plan relating to Alitalia in a.s., in which a portion of the amount due to ADR, totalling E2.8 million, was downgraded from preferential to unsecured status, was earlier rejected. Under the above distribution plan, to which the request for partial amendment for the above reasons refers, on 20 March 2014 the company collected E10,274,328.54 in the form of an “insolvency payment” as a preferential creditor. On 19 March 2014 it collected E84,278.02 under the distribution plan for Alitalia Express in a.s.

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On 27 February 2014 the Supervisory Boards for the Procedures involving Alitalia Group in a.s. authorized the previously agreed settlement, in accordance with the favourable opinion expressed by the Supervisory Board on 11 July 2013. Under the agreement, the actions filed in order to reverse the payments made to ADR will be withdrawn. Furthermore, in accordance with the agreement, on 20 March 2014 the company collected E4,591,904.56 from Alitalia in a.s. and E3,737,648.70 from Alitalia Airport in a.s.


Other investee companies

Other investee companies

Alitalia - Compagnia Aerea Italiana

As a result of the E300 million capital increase (concluded on 20 December 2013, with shares worth E26 million subscribed by Atlantia), and the conversion by third parties of the above bonds, including accrued interest (concluded on 10 January 2014), amounting to E391.5 million, Atlantia’s holding in Alitalia - Compagnia Aerea Italiana was diluted from 8.85% to 7.44% (8.68% as at 31 December 2013).In 2013 Atlantia recognised an impairment loss of E13.7 million in respect of the carrying amount of the investment in Alitalia - Compagnia Aerea Italiana, determined on the basis of the Company’s pro-rata share of Alitalia’s equity in the group’s last available accounts prior to 15 October 2013, the date on which the group’s economic value was determined by the airline’s board of directors, based on the opinion provided by a financial advisor. This value, on which the capital increase in cash was based and after partial conversion of the bonds in issue, was confirmed by the available information as at 31 December 2013 and, on a pro-rata basis, is substantially in line with the carrying amount of the investment (E30 million).

An extraordinary and ordinary general meeting of the company’s shareholders was held on 13 January 2014 in the composition resulting from completion of the E300 million capital increase. The meeting approved a number of amendments to the articles of association, including the article regarding the number of directors to be elected, which has been changed to between 7 and 19 and is no longer a fixed number of 19 directors, as provided for in the previous articles of association.In implementation of the amendments introduced, the meeting then met in ordinary session and – having fixed the number of directors as 11 – elected the new board of directors, establishing that it should remain in office until the general meeting held to approve the financial statements for the year ended 31 December 2014 and re-electing Mr. Colaninno as Chairman. The new board of directors subsequently elected Mr. Del Torchio as Deputy Chairman and CEO.

The recent capital increase has enabled the company to continue operating whilst awaiting the outcome of the current search for a long-term strategic partner. Alitalia is the hub carrier at Fiumicino airport, having a market share of approximately 45%. Any reduction in or cessation of flights by Alitalia could have a negative impact on the ADR group’s activities and growth prospects, and on the group’s results of operations and financial position.

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Other information

As at 31 March 2014 Atlantia SpA holds 12,837,326 treasury shares, representing approximately 1.55% of its issued capital. No treasury shares were purchased or sold during the first quarter of 2014.

Atlantia SpA does not own, either directly or indirectly through trust companies or proxies, shares or units issued by parent companies. No transactions were carried out during the first quarter of 2014 involving shares or units issued by parent companies.

Atlantia does not operate branch offices. Its administrative headquarters are at Via Bergamini 50, Rome.

With reference to Consob Ruling 2423 of 1993, regarding criminal proceedings or judicial investigations, the Group is not involved in proceedings, other than those described in the section “Significant regulatory aspects and litigation” in this report on operations, that may result in charges or potential liabilities with an impact on the consolidated financial statements”.On 17 January 2013 a meeting of the Board of Directors elected to apply the exemption provided for by article 70, paragraph 8 and article 71, paragraph 1-bis of the Consob Regulations for Issuers (Resolution 11971/99, as amended). The Company will therefore exercise the exemption from disclosure requirements provided for by Annex 3B of the above Regulations in respect of significant mergers, spin-offs, capital increases involving contributions in kind, acquisitions and disposals.


Events after 31 March 2014

Events after 31 March 2014

Contingent Value Rights

In the Exercise Period between 3 December 2013 (the first exchange trading day following issue of the Contingent Value Rights) and 30 April 2014, Put Options amounting to 74,342,470 Contingent Value Rights were exercised out of a total of 163,956,286 Contingent Value Rights issued, equivalent to 45.34% of the total Contingent Value Rights issued. Following the transfer of these Contingent Value Rights to the Company, they were cancelled.

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Outlook

Despite the continuing weakness of the Italian economy, motorway and airport traffic trends in the early part of the year show signs of stabilising.Traffic on the Group’s Italian network is up 1.5% in the first four months of the year, compared with the same period of 2013, with the “heavy” component rising 2.3%. The number of passengers using the Roman airport system during the same period is up 4.5% on the first four months of the previous year.The operating performances of the overseas motorway operators are expected to benefit from stronger traffic growth, above all in South America, although their contribution to the Group’s results is dependent on movements in the respective currencies. The results for 2014 will also reflect the full-year contribution of ADR.


Outlook


Attestation 3


Declaration by the manager responsible for financial reporting

Declaration by the manager responsible for financial reporting pursuant to section 2 of article 154-bis of Legislative Decree 58/1998

The manager responsible for financial reporting, Giancarlo Guenzi, declares, pursuant to section 2 of article 154-bis of the Consolidated Finance Act, that the accounting information contained in this consolidated interim report for the three months ended 31 March 2014 is consistent with the underlying accounting records.

9 May 2014

Giancarlo GuenziManager Responsible for Financial Reporting

Legal information and contacts

Registered officeVia Antonio Nibby 20 - 00161 RomeTel. +39 06 44172699Fax +39 06 44172696www.atlantia.it

Legal informationIssued capital: E825,783,990.00, fully paid-up.Tax code, VAT number and Rome Companies’Register no. 03731380261REA no. 1023691

Investor Relationse-mail: [email protected]

Media Relationse-mail: [email protected]

Co-ordinationzero3zero9 (Milan)

Layoutt&t (Milan)

www.atlantia.it


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