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UK Individual ANNUAL REPORT 2010 2 ANNUAL REPORT 2010 • TABLE OF CONTENTS TABLE OF CONTENTS 001 007 INTRODUCTION CORPORATE PÁG. 03 SUSTAINABILITY Brisa 2010 3 PÁG. 49 Brisa Profile 4 Chairman’s Statement 5 Main indicators 9 Macro economic overview 11 008 002 FINANCIAL REPORT PÁG. 53 ROAD CONCESSIONS PÁG. 13 Brisa Concession 14 Atlântico Concession 19 Brisal Concession 21 Douro Litoral Concession 23 Baixo Tejo Concession 24 009 Litoral Oeste Concession 26 CORPORATE GOVERNANCE 003 PÁG. 57 OPERATION AND MOBILITY PÁG. 27 Brisa Operação e Manutenção 28 Road Safety 32 010 FINAL NOTE 004 PÁG. 86 MOBILITY SERVICES PÁG. 33 Via Verde 34 011 Mcall 36 BIT 37 INDIVIDUAL FINANCIAL Controlauto 38 STATEMENTS AND ATTACHED NOTES PÁG. 087 005 TRANSPORT INFRASTRUCTURES PÁG. 39 012 BEG 40 EXHIBIT: TRAFFIC Ferrovia de Alta Velocidade 41 STATISTICS Aeroportos 41 PÁG. 131 TIIC 42 006 INTERNATIONAL BUSINESS PÁG. 43 Sale of CCR holding 44 NWP 45 Movenience 45 BNV Mobility – Brisa Nedmobiel Ventures 45 Brisa Feedback Ventures 46 3 ANNUAL REPORT 2010 • 001 BACKGROUND 01 BACKGROUND 4 ANNUAL REPORT 2010 • 001 INTRODUCTION 001 INTRODUCTION BRISA 2010 Brisa presents BIT–Brisa inovação e Tecnologia, resulting Brisa enters agreement with remaining shareholders to of the merger of the Innovation and Technology Division sell 6% of the share capital of Brazilian CCR and all and Brisa Access Electrónica Rodoviária. BIT is a related equity holdings. As result, Brisa is free to sell the competence centre for state-of-the-art road technologies, remaining lot of ordinary shares held in CCR, providing research, design, production, installation and corresponding to 10.35% of the company's share capital. maintenance of all intelligent road transportation JUN JAN systems. A9 motorway (CREL) closed to traffic in both directions from the intersection with A16 to Belas intersection, Fitch rating agency rates Brisa BBB+ rating watch following landslide. evolving, based on the impact of its Corporate Reorganization. Subsection of the A9 Motorway (CREL) from Belas JUL Intersection to A16 intersection closed down in January following landslide, reopened to traffic in Alverca-Estádio direction. Brisa sells 6% of CCR share capital, for approximately EUR 430 million, according to previously announced FEB terms. SEP Brisa General Shareholders Meeting approves 2009 Annual Report and distribution of dividend of €0.31 per Brisa sells further 15.1 million CCR shares, at the unit share. price of Real 46.00, a transaction of nearly EUR 300 Brisa issues its Sustainability Report, audited by external million. agency and rated GRI A+ Third Party Checked, according MAR to Global Reporting Initiative indicators. Subsection of the A9 Motorway (CREL) from Belas OCT Intersection to A16 intersection reopened to traffic in Estádio-Alverca direction. Traffic on the A9 Motorway (CREL) resumed to normal. Brisa 8th Investors’ Day Brisa pays dividend of €0.31 per share. NOV Brisa sells further 30 million CCR shares, at the unit price APR of Real 43.00 - a transaction of nearly EUR 478 million. This operation completes the sale of Brisa's 16.35% stake it held in CCR share capital, for a total sum of EUR 1.2 billion. Following the Extraordinary Shareholders' Meeting held ELOS group of companies, co-led by Brisa (16.3%) signs DEC on December 17, Brisa concludes its corporate contract for the Poceirão/Caia high speed train reorganization process, which was being prepared over concession. This concession, granted for a period of 40 the past two years. Following this operation, Brisa - years, includes construction and maintenance and Concessão Rodoviária, S.A. bond issues were rated A- by represents a total investment of EUR 1.495 million Fitch and Baa1 by Moody's. S&P rating agency reviews Brisa's rating to BBB- from MAY BBB, with outlook stable. 5 ANNUAL REPORT 2010 • 001 INTRODUCTION BRISA PROFILE Brisa is also part of Euronext 100 – an index made up of the largest With 39 years of activity Brisa Auto-estradas is one of the largest companies in France, Holland, Belgium and Portugal; Bloomberg motorway operators in the world and the biggest transport European 500 - an index including the 500 European companies infrastructures company in Portugal. with largest market capitalization; and FTSE4 Good, the European reference index for social responsibility. Established in 1972, Brisa holds six road concessions in Portugal - Brisa, Atlântico, Brisal, Douro Litoral, Baixo Tejo and Litoral Oeste, CONCLUSION OF THE CORPORATE including 23 motorways. Brisa concession stands out, as it operates REORGANIZATION 12 motorways representing a total of 1 116 km spread throughout the country, from North to South and East to West. Brisa finished in December 22, 2010 the corporate reorganization which was first proposed in the General Meeting of 2009. This On the international front, Brisa controls the Northwest Parkway reorganization was successfully completed thanks to the work concession in the USA, its first asset on North American soil. developed with different stakeholders since that date, namely the Concession Grantor, the European Investment Bank and remaining Brisa's experience abroad includes since 2001 a stake in the largest financial partners, rating agencies and the regulatory and motorway operator in Latin America, the Brazilian company CCR - supervision authorities. Companhia de Concessões Rodoviárias. In 2010, Brisa sold its holding in CCR with proceeds over EUR 1,1 billion. The corporate reorganization which Brisa undertook focused, amongst other things, the splitting off of the road business developed In support of its operations, Brisa operates a number of road pursuant to a concession contract and governed by the “Bases” related businesses, including Brisa Operação e Manutenção (Brisa attached to Decree-Law 294/97, of 24 October, amended by Decree- O&M), which provides assistance to all the Group's domestic Law 247-C/2008, of 30 December and approved by Council of concessionaires. Via Verde, one of Brisa's most emblematic Ministers Resolution no. 198-B/2008, of 31 December, into a vehicle products, is an electronic payment system which automatically company created for this specific purpose. Under the terms and debits the user's bank account of the corresponding toll to the pursuant to Base XLII attached to the said decree-law and to clause distance travelled. 40 of the said concession contract, Brisa transferred to BRISA Concessão Rodoviária S.A. (BCR)- a company which it fully controls - Present in the capital market for over a decade, Brisa is listed on its contractual position as concessionaire. This operation included the Euronext Lisbon and part of its main index, the PSI 20. At the end transfer to BCR by means of a capital increase by contributions in kind of 2010, its market capitalization was over 3 000 million euros. carried out and subscribed on 22 December 2010, of all assets and STRUCTURE FOLLOWING REORGANIZATION FINANCIAL RESERVE SUPPORT TO POTENTIAL NEEDS SUPPORT TO THE DIVIDEND POLICY (RE)CAPITALIZATION NEEDS SPECIFIC GRWTH OPPORTUNITIES BCR OTHER CONCESSIONS BCR BRISAL | DOURO | ATLÂNTICO | BAIXO TEJO LITORAL OESTE | OUTROS ACTIVOS STRONG FINANCIAL PROFILE PROJECT FINANCE WITH GRADUAL REPAYMENT AND LOW SOLID PLATFORM FOR ACCESS TO FINANCING REFINANCING RISK LONG TERM FINANCING 6 ANNUAL REPORT 2010 • 001 INTRODUCTION liabilities allocated to the development of the businesses covered by The corporate reorganization now completed improved the object of the concession contract, namely know-how, personnel, organizational efficiency, in both operational and financial terms, contractual positions and equipment. The concessionaire is now BCR and paved the way to the implementation of a new management and its corporate object is exclusively the operation and maintenance model designed to achieve the development strategy laid down for of the road network formerly operated and maintained by Brisa. As the Brisa Concession and remaining business areas of the Group, far as liabilities are concerned, specifically debt, the operation while providing the stability required to carry this strategy through. involved the transfer to BCR of bond issues carried out pursuant to the Euro Medium Term Note (EMTN) programme, as well as the In addition to the transfer of debt, a new contractual package was European Investment Bank (EIB) loans, a credit securitization implemented, aggregating common terms and conditions operation and a number of credit lines with national and international applicable to BCR financial debt whether contracted on the banks. Besides debt, contractual positions in various interest rate banking market or issued on the capital market. This new package hedging operations and bank guarantees were also transferred to included a structure of covenants and guarantees similar to those BCR. existing in other road projects, namely: In addition to this important aspect, it is worth mentioning that the • Compliance with additional ratios and information duties; reorganization operation required other relevant steps in order to • Restrictions to the development of other businesses; achieve the designed final structure, namely: • Subscription of additional debt subject to specific control mechanisms; • Split off of part of the operation and maintenance business developed by the Group into Brisa O&M S.A., a company 100% • Creation of reserve accounts to ensure, among other things, controlled by Brisa (this operation was carried out in December compliance with the debt service; 2009); • Setting up of a pledge on the
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