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BRISA Concessão Rodoviária, S.A. Quinta Da Torre Da Aguilha, Edifício BRISA, São Domingos De Rana Share Capital of 75 000 00

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BRISA Concessão Rodoviária, S.A. Quinta Da Torre Da Aguilha, Edifício BRISA, São Domingos De Rana Share Capital of 75 000 00 BRISA Concessão Rodoviária, S.A. Quinta da Torre da Aguilha, Edifício BRISA, São Domingos de Rana Share capital of 75 000 000 Euros Commercial Registration and Corporate Tax Number 502790024 AR 2013 Contents 1 INTRODUCTION .............................................................................................................. 3 The Year in Review ................................................................................................................................................ 3 Corporate profile .................................................................................................................................................... 4 Macroeconomic Overview ..................................................................................................................................... 5 2 CHARACTERISTICS OF THE CONCESSION AND CORPORATE BUSINESS ............. 8 3 FINANCIAL REPORT .................................................................................................... 15 4 FORESEEABLE DEVELOPMENT ................................................................................ 21 5 CORPORATE GOVERNANCE ...................................................................................... 21 6 RISK MANAGEMENT - GOALS AND POLICIES .......................................................... 26 7 PROPOSAL FOR THE APPROPRIATION OF RESULTS ............................................. 31 8 FINANCIAL STATEMENTS ........................................................................................... 33 Statement of Financial Position .......................................................................................................................... 33 Statement of Results and Other Comprehensive Income ................................................................................ 34 Statement of Changes in Equity ......................................................................................................................... 35 Cash-flow statement ............................................................................................................................................ 36 9 NOTES TO THE FINANCIAL STATEMENTS ................................................................ 37 10 LEGAL CERTIFICATION OF THE ACCOUNTS ............................................................ 68 11 REPORT OF THE AUDIT BOARD ................................................................................ 70 12 TRAFFIC STATISTICS .................................................................................................. 72 13 GOVERNING BODIES ................................................................................................... 75 Page | 2 AR 2013 1 Introduction The Year in Review JUNE Bond issue in the amount of € 120M SEPTEMBER Repayment of € 500M bond issue NOVEMBER Appointment of Audit Board at the General Shareholders Meeting Page | 3 AR 2013 Corporate profile BRISA Concessão Rodoviária, S.A. (BCR) was created to operate the Brisa Concession following the corporate reorganisation of the Brisa Group in 2010. The Company's corporate objective is the construction, maintenance and operation of motorways and respective service areas and the planning and development of public infrastructures, pursuant to a concession contract. The history of the concession dates from the foundation of the Group, back in 1972. Over four decades, the concession's activity has resulted in it being the main road axis in Portugal, spanning from north to south and east to west, with two major arteries providing access to Spain. Under the terms of the Concession Contract, Brisa Concessão Rodoviária is to operate this major network until December 2035. BCR shares Brisa Group corporate culture, based on values such as Ethics, Innovation and Excellence and strongly directed to the promotion of mobility and interurban, inter-regional and international accessibility, with important economic and social benefits for the communities it serves. Brisa Group views social responsibility from a long term perspective aimed at creating value to all different stakeholders. A Sustainability Report is published every year, disclosing its policy and main strategic vectors, as well as the performance of its economic, environmental and social indicators. Page | 4 AR 2013 Macroeconomic Overview 2013 saw a gradual improvement in major macroeconomic indicators following the deterioration of both public and private demand in 2012 as result of the on- going economic adjustment process and a restrictive fiscal policy put in place in Portugal. According to the latest forecasts (December 2013) issued by national and international agencies, in the year under review GDP should have fallen between 1.5% to 1.8% (vs. -3.2% in 2012), with private consumption tumbling by 2.0% to 2.5% (vs. -5.4% in 2012). Prices and Financial Markets In 2013, Portuguese inflation reached record lows at 0.27%, falling slightly below latest projections. In December, the year-on-year rate of change stood at 0.2% after being negative in the preceding months, but it still is one tenth below the annual average change. This shows continuing pressure towards zero inflation, which could result in a deflation scenario. Note that in 2009 prices fell (-0.83%), but stopped decreasing in the following year. The outlook for inflation in 2014, according to both Banco de Portugal and the Government, is for 0.8%. As far as interest rates are concerned, following a first cut in May (from 0.75% to 0.50%), in November the European Central Bank Council lowered its reference rate to 0.25%, reaching a new historical low. As result, short-term interest rates denominated in Euro also stood at historically low levels and remained relatively stable throughout 2013. The exchange rate of the euro against the US dollar stood at 1.379 at the end of December, corresponding to an appreciation of 4.5% as compared to December 2012. The average exchange rate, however, stood at 1.328, corresponding to an appreciation of 3.3% compared to 2012. Following a steep decrease throughout 2012, the cost of Portuguese sovereign debt suffered fluctuations in 2013, one of which was felt more strongly in July due to political instability. However, an increase in confidence levels sustained by positive macroeconomic figures, led to further decreases in the cost of debt in the second half of the year, with 10-year Treasury bonds closing at around 6.1%, falling by 90 basis points compared to the end of 2012. This positive Page | 5 AR 2013 development was also seen in terms of perceived credit risk, as measured by pricing of its Credit Default Swaps (CDS), which recovered to 352 b.p. at the end of the year from 443 b.p. in January. Fuel Prices Following an increase in fuel prices at the pump in 2012 (+6.5% and +5.8% for gasoline and diesel, respectively), in 2013 retail prices decreased, though not at the same pace as they had risen in the previous year. Monthly evolution of retail prices of fuel, 2012-2013 Source: General-Directorate for Energy and Geology Annual average retail price of fuel, 2012-2013 2012 2013 AGR Gasoline 1.68 € 1.62 € -3.7% Diesel 1.45 € 1.39 € -4.4% AGR - Annual Growth rate Notwithstanding this drop in prices, cumulative sales as of October 2013 still recorded losses as against 2012. This development was mainly due to the financial burden faced by both companies and households in the present financial crisis. Page | 6 AR 2013 Evolution in car fuel retail sales, 2012-2013 (Cumulative quantities as of October) Source: General-Directorate for Energy and Geology The car market The number of cars sold in Portugal in 2013 totalled nearly 127 thousand, corresponding to a 12% rise in sales compared to 2012, in marked contrast with previous years (-41% in 2012 and -30% in 2011). However, according to ACAP, the market remained below 2009's levels, as 2012 sales were exceptionally low. According to the same association, the renewal of corporate car fleets and the rent-a-car business keep the car market afloat, since sales to individuals remain stagnant. Cumulative monthly evolution of new car sales in Portugal, 2012-2013 30,0% Light Veh. 21,1% 20,0% Heavy Veh. 10,0% 11,5% 0,0% -10,0% -20,0% -30,0% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Source: ACAP, Associação Automóvel de Portugal Page | 7 AR 2013 2 Characteristics of the Concession and Corporate Business Economic indicators: Operating Income 1: € 439.6M A3 EBITDA 1: € 316.9M A14 A4 N14 Maia Matosin hos A28 1 A20 A43 Porto Gondomar Gaia A44 EBITDA Margin : 72.1% A1 Espin ho A41 Number of employees: 14 A1 1 Aveiro EBITDA=Operating profit+provisions, amortisation, Mira Canta nhede depreciation, adjustments and reversals A17 Coim bra Figueira da Foz 4 Does not include income associated to the construction A1 Pombal Mari nha Grande Leiri a A1 A8 The motorway network operated by BCR A15 consists of 12 motorways totalling 1,123.9 A10 A13 A5 km, including the future motorway access A6 to the New Lisbon Airport. BCR presently A2 operates 11 motorways covering a total of 1,100.2 km in length, of which 1,014.1 km consist of tolled stretches, while 4.3 km is N the link to the Alto da Guerra on the A12 0 50 Kilometers motorway, with a 2x1 lane profile. The network under concession will be completed following construction of the A33 motorway, i.e. the access to the New Lisbon Airport, which is pending Government approval. The network runs from North to South, East to West, including the country's main road axes, namely the coastal
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