TABLE OF CONTENTS

CORPORATE BOARDS AND OFFICERS ...... 8 REPORT ON OPERATIONS ...... 9 Overview ...... 9 1 Business performance ...... 9 1.1 Results of operations ...... 9 1.2 Cash flows ...... 11 1.3 Financial position ...... 12 2 Motorway operation ...... 13 2.1 Traffic ...... 13 2.2 Accident rates ...... 17 2.3 Toll rates ...... 19 2.4 Toll revenue ...... 19 2.5 Road maintenance ...... 21 2.6 Service station revenue ...... 23 2.7 Road user services ...... 24 2.8 Actions for damage to the Company ...... 25 3 Other operations ...... 26 3.1 Investments completed ...... 26 3.2 Investments underway ...... 26 3.3 Investments planned ...... 27 3.4 Other upcoming works ...... 27 4 Reconciliation of IFRS and Italian GAAP financial statements 29 4.1 Reconciliation of IFRS/IAS figures with Italian GAAP (in Euro/thousands) ...... 29 4.2 Table detailing the investment plan pursuant to the concession arrangements ...... 29 5 Human resources ...... 30 5.1 Environment and personnel ...... 30 5.2 Human resource organization ...... 31 5.3 Health and safety in the workplace ...... 31 6 Corporate governance ...... 33 6.1 Services Charter ...... 33 6.2 Certification ...... 33 6.3 Corporate liability model pursuant to Legislative Decree 231/2001 ...... 34 7 Related party transactions ...... 36 8 Corporate governance and ownership report ...... 39 9 Significant regulatory events ...... 42 10 Research and development ...... 43 11 Number and par value of treasury shares owned ...... 43 12 Risk and uncertainty management ...... 44 13 Outlook ...... 44 FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2018 ...... 47 GENERAL INFORMATION ...... 55 FORM AND CONTENT OF THE FINANCIAL STATEMENTS ...... 57 SIGNIFICANT ACCOUNTING POLICIES ...... 59 NOTES TO THE STATEMENT OF FINANCIAL POSITION AND THE INCOME STATEMENT ...... 71

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 3

DISCONTINUED OPERATIONS ...... 100 FINANCIAL INFORMATION FINANCIAL INFORMATION ...... 102 ADDITIONAL INFORMATION ...... 105 MANAGEMENT AND COORDINATION ACTIVITIES ...... 114 2018 BOARD OF STATUTORY AUDITORS' REPORT ...... 116 2018 INDEPENDENT AUDITORS' REPORT ...... 121 PROPOSAL FOR ALLOCATION OF 2018 PROFIT ...... 127

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 4

Share capital €125,000,000 Composition as at December 31, 2018 SHAREHOLDERS N. SHARES PAR VALUE OWNERSHIP A 4 Holding S.p.A. 125,000,000 1.00 100.00%

TOTAL 125,000,000 1.00 100.00%

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 5

Autostrada Brescia Verona Vicenza Padova S.p.A.

Autostrada Brescia Verona Vicenza Padova S.p.A. is summoned, at a first and only calling, to meet on April 30, 2019 at 11:00 a.m. at the corporate headquarters in Verona, Via Flavio Gioia 71, to resolve upon the following

Agenda:

1. Financial statements for the year ended December 31, 2018, Board of Directors' Report on Operations, Board of Statutory Auditors' Report and Independent Auditors' Report: related resolutions thereon; 2. Determination of number of Board of Director members and appointment of such members pursuant to Article 15 of the Corporate By-laws for the years 2019–2020- 2021; 3. Determination of Board of Director remuneration pursuant to Article 20 of the Corporate By-laws for the years 2019–2020-2021;

Pursuant to Italian Civil Code Article 2370 and Corporate By-laws Article 12, the shareholders with voting rights are eligible to attend the General Meeting. Shareholders entitled to attend the General Meeting may be represented by proxy, in accordance with Italian Civil Code Article 2372 and Corporate By-laws Article 13.

Verona; April 10, 2019

On behalf of the BOARD OF DIRECTORS CHAIRMAN (Carlos Del Rio Carcaño)

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 6

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 7

CORPORATE BOARDS AND OFFICERS

2016 – 2018

Board of Directors 1 CARLOS DEL RIO CARCAÑO Chairman 2

CARLOS GARCIA CABRERA Director ANDONI ARMENTIA AMANTEGUI Director 3 DANIEL VENTIN MORALES Director CESAR AUGUSTO PENA JIMENEZ Director 4

2017 – 2019

Board of Statutory Auditors VITO GALIZIA Chairman Repres. of Ministry of Economy and Finance FELICE MORISCO Standing auditor Repres. of Ministry of Infrastructure and Transportation LEONARDO COSSU Standing auditor CRISTIANO MACCAGNANI Standing auditor GIULIANO TERENGHI Standing auditor

GIUSEPPE BENINI Alternate Auditor MARCELLO CRESTANI Alternate auditor

General Manager BRUNO CHIARI

1 Board of Directors appointed for 2016-2017-2018 term at General Meeting of Shareholders held on September 8, 2016 2 Appointed as Chairman on July 12, 2018 to succeed Flavio Tosi, who resigned on July 12, 2018 3 In office since January 24, 2018, succeeding Maurizio Pagani, who resigned on January 24, 2018 4 In office since September 19, 2018, co-opted to replace Flavio Tosi, who resigned on July 12, 2018

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 8

REPORT ON OPERATIONS REPORT ON OPERATIONS

Overview Dear Shareholders: This overview of the Report on Operations, which introduces the Annual Report, highlights the main events characterizing the activity of Autostrada Brescia Verona Vicenza Padova S.p.A. (the "Company" or "Operator"). All events and/or circumstances are described extensively herein with quantitative information and in comparison with one or two previous years as deemed necessary to enable a better understanding of the information presented. In 2016, pursuant to the change in ownership of the parent company, A4 Holding S.p.A., the Company became part of an international group, Albertis. The change in ownership has brought benefits in terms of efficiency and performance, as it gives the possibility to leverage the experience of an international player in the same core business of motorway operation, and enables to develop international know-how that can be applied on a domestic level. On October 31, 2018, the indirect parent company Abertis Infraestructuras S.A., until then listed on the Madrid stock exchange, was delisted. The reference shareholder is now the Italian group Atlantia, listed on the Milan stock exchange. With respect to Italian Legislative Decree 254 of December 30, 2016 (on disclosures of non-financial information), considering that the Company is required to make non-financial information public, on March 20, 2018 the Autostrada Brescia Verona Vicenza Padova S.p.A. Board of Directors opted to use the exemption provided by Article 6, paragraph 1 of such Decree. Accordingly, the Company does not prepare a separate statement of non- financial information, because such information is included in the Albertis Group's consolidated statement of non-financial information.

***

1 Business performance

1.1 Results of operations The 2018 "revenue" is €423.4 million, up by €12.0 million (2.92%) from 2017 (€411.4 million). Toll revenue is €401.0 million, up by €13.2 million (3.40%) from 2017 (€387.8 million). This is the result of greater traffic on the A4 and A31 motorways (+1.27%) and the January 1, 2018 increase in toll rates (+2.08%). The toll revenue includes royalty income on fuel, restaurant and bar sales in the service areas amounting to €15.0 million, and is fairly consistent with the toll revenue of the prior year (€14.9 million). Construction service revenue (accounted for in accordance with International Financial Reporting Interpretations Committee document or "IFRIC" 12) fell from €13.3 million to €9.6 million. The reduction is attributable primarily to certain work that was not begun because it was being awarded. Other revenue rose by €2.4 million due mainly to the higher amount recognized for services provided to third parties in the motorway industry, in terms of higher revenues from consortiums and personnel seconded to other companies.

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 9

Reclassified Income Statement: YEAR YEAR 2017 2018 Euro /000 % Euro /000 % Toll revenue 387,798 94.27% 401,039 94.73% Construction service revenue 13,291 3.23% 9,600 2.27% Other revenue 10,270 2.50% 12,726 3.00% Revenue 411,359 100.00% 423,365 100.00% Operating expenses (168,082) (166,288) Concession fees (52,735) (53,887) Depreciation, amortization and impairment losses (83,083) (74,970) NET OPERATING INCOME 107,459 26.12% 128,220 30.29% Total income/(costs) from financing activities (35,879) (17,201) PROFIT BEFORE TAX 71,580 17.40% 111,019 26.22% Income taxes (20,979) 29.31% (29,035) 26.15% PROFIT/(LOSS) FOR THE YEAR 50,601 81,984 Operating expenses amount to €166.3 million, a decrease of €1.8 million (1.07%) from 2017 (€168.1 million) due to increased efficiencies achieved in the business structure. The concession fees that the Company must pay annually to the Grantor as a percentage of toll receipts are €53.9 million, up by €52.7 million from 2017, proportionally to the increase in revenue from motorway tolls. Depreciation, amortization and impairment losses decreased as a result of a smaller allocation to the provision for road maintenance. The buyback of €200 million in nominal value of bond notes in October 2017 resulted in savings of finance costs, which were €17.2 million in 2018, compared with €35.9 million in 2017. Income taxes for the year were €29.0 million, and are proportional to the pre-tax income on the basis of the tax rates currently in force.

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 10

1.2 Cash flows 2017 2018

Euro /000 Euro /000 PROFIT/(LOSS) FOR THE PERIOD 50,601 81,985

adjusted by transactions that did not affect liquidity: Depreciation and amortization 87,628 88,654 Gains/Losses on disposals 8,833 - IFRIC 12 provision 17,664 25,170 Use of/allocation to other provisions (3,032) (14,659) Self-financing of operating activities (1) 161,694 181,150 Change in working capital 52,369 43,818 Change in other current receivables and payables (6,584) (11,433) Income taxes paid (31,725) (30,220) Change in tax assets/liabilities 6,009 (2,489) Other changes from/for operating activities (2) 20,069 (324) A) Net cash from/(used in) operating activities (1+2) 181,763 180,826 Property, plant and equipment (94) (1,037) Intangible assets (7,551) (7,883) Concession assets - IFRIC 12 (17,335) (19,298) Non-current/current financial assets (794) 843 B) Net cash from/(used in) investing activities (25,774) (27,375) C) Net cash from/(used in) core activities (A+B) 155,989 153,451 Bond notes (199,959) - Other non-current/current financial liabilities - 1,144 Other non-current payables (1,611) (184) Interest expense paid (29,215) (10,292) Interest income received 216 684 Shareholder contributions/(Dividends) (42,000) (34,700) D) Net cash from/(used in) financing activities (272,569) (43,348) E) Net cash generated/(used) in the period (C+D) (116,580) 110,103 Cash and cash equivalents/(indebtedness) at beginning of period 211,670 95,089 Net cash generated/(used) in the period (116,581) 110,104 CASH AND CASH EQUIVALENTS /(INDEBTEDNESS) AT END OF PERIOD 95,089 205,193

The above abbreviated Statement of Cash Flows presents the changes intervening in the cash and cash equivalents during the year, resulting in the generation of cash flows of €110,103. In accordance with IAS 7 - "Statement of Cash Flows", cash flows are classified into operating activities, investing activities and financing activities. For the sake of consistency with the layout used by the parent, Abertis Infraestructuras S.a., and to provide a full view of the investments made in motorway infrastructure, this year the uses of the provisions for the repair and replacement of motorway infrastructure (IFRIC 12) were included in investing activities; for comparative purposes the prior year's Statement of Cash Flows was restated. The 2018 statement presents self-financing cash flows of €181,150 thousand (€161,694 thousand in 2017), part of which were used for current operating activities in an amount of €324 thousand (€20,069 thousand in 2017), considering income tax payment of €30,220 thousand (€31,275 thousand in 2017), with cash flows from operating activities of €180,826 thousand (€181,763 in 2017). Investing activities, which concerned primarily road infrastructure, used cash flows of €27,375 thousand (€25,774 thousand in 2017). The financing activities used cash flows of €43,348 thousand, whereas the same financing activities used cash flows of €272,569 thousand in 2017. • In 2018 cash flows were used to pay interest of €10,292 thousand and dividends of €34,700 thousand;

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 11

• In 2017 cash flows were used to redeem €199,959 thousand of the bond notes in advance of the bullet repayment date of March 20, 2020, pay interest of €29,215 thousand and pay dividends of €42,000 thousand. The strategic decision to redeem €199,959 thousand in advance of the March 20, 2020 bullet maturity date was taken in light of the current financial market conditions and the possibility to improve the Company's financial conditions for the renewal of the loans to finance the considerable construction work envisioned under the ambitious business plan. The Company does not use derivatives. The Company's "net financial debt" is set forth hereunder. Dec. 31, 2017 Dec. 31, 2018 Net financial debt Euro /000 Euro /000 Cash and cash equivalents (95,089) (205,193) Current financial receivables - - Other current financial assets - - Total current financial assets - - Short-term loans - - Other current financial liabilities 7,445 7,445 Total current financial liabilities 7,445 7,445 Current (net financial position)/net financial debt (87,644) (197,748) Medium/long-term loans 396,465 398,053 Other non-current financial liabilities 4,742 6,490 Non-current financial debt 401,207 404,543 (Net financial position)/ Net financial debt 313,563 206,795 Non-current financial receivables (4,670) (4,429) Other non-current financial assets - - Total non-current financial assets (4,670) (4,429) Total (net financial position)/net financial debt 308,893 202,366 The €106,527 thousand reduction of the net financial debt in 2018 compared with that of 2017 is attributable primarily to cash flows generated by motorway revenues and reduced payments of interest and dividends.

1.3 Financial position A summary of the comparative Statement of Financial Position as at December 31, 2018 and 2017 is presented below: Dec. 31, 2017 Dec. 31, 2018 Financial position Euro /000 Euro /000 Non-current assets 934,005 855,696 Current assets 216,224 324,241 Total Assets 1,150,229 1,179,937 Equity 490,735 538,106 Non-current liabilities 542,082 538,554 Current liabilities 117,412 103,277 Total Equity and Liabilities 1,150,229 1,179,937

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 12

2 Motorway operation

2.1 Traffic The key traffic indicators confirm for 2018 a continuation, although to a lesser extent, of the 2017 and 2016 recovery in motorway transportation following declines beginning in 2008 in the context of domestic economic difficulties and lasting throughout 2011, 2012 and the first half of 2013. On August 31, 2015 the A31 Valdastico motorway was completed at the southern end to the SS434 interchange for a total operating distance of KM 89,535. This infrastructural change should be considered when evaluating the traffic and average journey length of the years after 2015 compared with the years before then. In 2018 traffic increased on the A4 Brescia-Padua and A31 Valdastico, in terms of vehicles per kilometer, by 1.27% on average compared with 2017 (for a total number of 5,639,181,902 vehicles per kilometer). Specifically: • A4 Brescia-Padua: traffic up by 0.99%: 0.30% for light vehicles and 2.82% for heavy vehicles; • A31 Valdastico: traffic up by 4.09%: 3.59% for light vehicles and 5.86% for heavy vehicles. In terms of actual vehicles, in 2018 traffic on the A4 Brescia-Padua and A31 Valdastico increased by 1.81% compared with 2017 (for a total number of 113,373,551 actual vehicles). Specifically: • A4 Brescia-Padua: traffic up by 1.60%: 1.09% for light vehicles and 3.24% for heavy vehicles; • A31 Valdastico: traffic up by 2.93%: 2.51% for light vehicles and 4.27% for heavy vehicles. The estimated daily average number of vehicles ("average daily traffic") was 95,904 on the A4 Brescia-Padua and 16,064 on the A31 Valdastico, corresponding to a 0.99% increase on the A4 Brescia-Padua and a 4.09% increase on the A31 Valdastico compared with 2017. The average distance per vehicle was Km 49.74 in 2018 (Km 50.00 in 2017), down by 0.53% compared with 2017. Traffic peaked on July 13, with 361,881 actual vehicles on the A4 Brescia-Padua and 74,228 actual vehicles on the A31 Valdastico. Below is the information for the motorway network under concession and the Italian motorway network: UNDER OPERATIONAL Motorway network under concession CONSTRUCTION TOTAL (Km) (Km) A4 BRESCIA-PADUA 146.10 -- 146.10 A31 VALDASTICO 89.50 -- 89.50 AUTOSTRADA BRESCIA-PADUA 235.60 -- 235.60

UNDER OPERATIONAL Italian motorway network CONSTRUCTION TOTAL (Km) (Km) Under concession 5,978.00 39.70 6,017.70 ANAS 940.50 -- 940.50 Trafori Alpini (Italian alpine tunnels) 25.40 -- 25.40 Total 6,943.90 39.70 6,983.60

Source: AISCAT (June 30, 2017 data)

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 13

Traffic volumes are presented below (actual vehicles, estimated vehicles and kilometers) for the A4 Brescia-Padua and the A31 Valdastico motorways: Traffic volumes - A4 BRESCIA -PADUA % Incr. YEAR Actual Estimated Kilometers Actual Estimated Kilometers 2018 106,791,204 35,004,885 5,114,213,667 1.60% 0.99% 0.99% 2017 105,108,657 34,661,059 5,063,980,786 2.37% 2.45% 2.45% 2016 102,676,468 33,832,335 4,942,904,160 3.16% 2.41% 2.41% 2015 99,528,006 33,035,649 4,826,508,363 2.85% 3.69% 3.69% 2014 96,767,183 31,859,780 4,654,713,905 1.13% 1.60% 1.60% 2013 95,685,190 31,359,185 4,581,576,966 -2.31% -1.38% -1.38% 2012 97,951,616 31,799,166 4,645,858,108 -7.45% -6.53% -6.53% 2011 105,831,779 34,020,301 4,970,365,941 -0.12% 0.62% 0.62% 2010 105,962,618 33,809,093 4,939,508,504 1.60% 1.62% 1.62% 2009 104,298,022 33,270,874 4,860,874,744 -1.90% -1.35% -1.35% 2008 106,317,478 33,726,309 4,927,413,714 2018 daily 292,579 95,904 14,011,544 averages

Traffic volumes - A31 VALDASTICO % Incr. Estimated YEAR Actual vehicles Vehicle kilometers Actual Estimated Kilometers vehicles 2018 21,591,036 5,863,274 524,968,235 2.93% 4.09% 4.09% 2017 20,975,864 5,632,755 504,328,699 4.96% 6.73% 6.73% 2016 19,984,079 5,277,434 472,515,022 9.33% 7.26% 20.50% 2015 18,279,259 4,920,375 392,133,534 15.59% -15.69% 23.14% 2014 15,813,327 5,835,780 318,444,235 5.89% -7.90% 6.84% 2013 14,933,056 6,336,287 298,067,771 6.41% -13.62% 6.37% 2012 14,033,562 7,335,145 280,217,176 -4.45% -9.34% -4.85% 2011 14,687,142 8,090,457 294,492,624 -1.71% -2.01% -2.01% 2010 14,942,476 8,256,772 300,546,501 1.27% 1.05% 1.05% 2009 14,755,471 8,171,154 297,429,991 -2.32% -1.36% -1.36% 2008 15,106,158 8,284,199 301,544,840 2018 daily 59,154 16,064 1,438,269 averages

(1) On August 31, 2015, upon completion of the southern end of the A31 Valdastico motorway and the opening to traffic, the section of the A31 Valdastico from past the Piovene Rocchette exit to the SS434 interchange became km 89,535. Traffic volumes are presented below in vehicle kilometers for the A4 Brescia-Padua and the A31 Valdastico motorways: Composition of traffic - A4 BRESCIA -PADUA INDEX % CHANGE Vehicle kilometers NUMBER from previous year (1)

YEAR Light % Heavy % Total Light Heavy Total Total 2018 3,680,106,379 71.96% 1,434,107,288 28.04% 5,114,213,667 0.30% 2.82% 0.99% 104 2017 3,669,255,840 72.46% 1,394,724,946 27.54% 5,063,980,786 1.76% 4.31% 2.45% 103 2016 3,605,770,871 72.95% 1,337,133,289 27.05% 4,942,904,160 2.26% 2.83% 2.41% 100 2015 3,526,214,152 73.06% 1,300,294,211 26.94% 4,826,508,363 3.83% 3.31% 3.69% 98 2014 3,396,123,314 72.96% 1,258,590,591 27.04% 4,654,713,905 1.85% 0.92% 1.60% 94 2013 3,334,439,108 72.78% 1,247,137,858 27.22% 4,581,576,966 -1.29% -1.64% -1.38% 93 2012 3,377,908,705 72.71% 1,267,949,403 27.29% 4,645,858,108 -6.40% -6.86% -6.53% 94 2011 3,608,999,744 72.61% 1,361,366,197 27.39% 4,970,365,941 0.32% 1.44% 0.62% 101 2010 3,597,490,787 72.83% 1,342,017,717 27.17% 4,939,508,504 0.83% 3.78% 1.62% 100 2009 3,567,777,370 73.40% 1,293,097,374 26.60% 4,860,874,744 1.72% -8.92% -1.35% 99 2008 3,507,609,228 71.19% 1,419,804,486 28.81% 4,927,413,714 100

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 14

Composition of traffic - A31 VALDASTICO INDEX % CHANGE Vehicle kilometers NUMBER from previous year (1) YEAR Light % Heavy % Total Light Heavy Total Total 2018 406,804,564 77.49% 118,163,671 22.51% 524,968,235 3.59% 5.86% 4.09% 174 2017 392,704,211 77.87% 111,624,488 22.13% 504,328,699 6.20% 8.66% 6.73% 167 2016 369,790,779 78.26% 102,724,243 21.74% 472,515,022 19.76% 23.22% 20.50% 157 2015 308,769,424 78.74% 83,364,110 21.26% 392,133,534 23.50% 21.83% 23.14% 130 2014 250,020,281 78.51% 68,423,954 21.49% 318,444,235 7.03% 6.13% 6.84% 106 2013 233,595,459 78.37% 64,472,312 21.63% 298,067,771 6.79% 4.86% 6.37% 99 2012 218,735,429 78.06% 61,481,747 21.94% 280,217,176 -4.44% -6.27% -4.85% 93 2011 228,896,196 77.73% 65,596,428 22.27% 294,492,624 -2.07% -1.83% -2.01% 98 2010 233,729,101 77.77% 66,817,400 22.23% 300,546,501 0.47% 3.13% 1.05% 100 2009 232,641,963 78.22% 64,788,028 21.78% 297,429,991 1.07% -9.21% -1.36% 99 2008 230,182,469 76.33% 71,362,371 23.67% 301,544,840 100

(1) The Index Number compares two or more values taken from the same place at different times and expresses them using the same base. For example, the 104 Index Number for the vehicle kilometers on the A4 Brescia-Padua in 2018 translates into a 4% increase compared with 2008. The tollroad traffic in kilometers on the A4 Brescia-Padua and A31 Valdastico motorways is set forth below: Tollroad traffic in kilometers on: A4 Brescia-Padua and A31 Valdastico

A4 BRESCIA -PADUA and A31 VALDASTICO VEHICLE KILOMETERS LIGHT HEAVY 2018 TOTAL CLASS A CLASS B CLASS 3 CLASS 4 CLASS 5 January 297,742,439 40,340,916 7,609,748 5,199,558 63,587,132 414,479,793 February 280,796,615 41,628,277 7,909,414 5,504,325 64,423,792 400,262,423 March 310,065,606 48,364,488 9,027,827 6,185,476 71,470,295 445,113,692 April 345,912,665 48,417,406 8,670,326 5,441,973 63,131,130 471,573,500 May 350,754,292 53,828,546 10,154,228 6,378,314 73,254,138 494,369,518 June 363,387,433 51,923,912 9,991,497 6,076,587 69,448,770 500,828,199 July 405,416,263 54,098,404 11,040,559 6,196,397 71,867,459 548,619,082 August 387,606,396 43,369,028 8,452,178 4,402,796 51,055,788 494,886,186 September 371,149,395 50,667,608 9,644,800 5,822,312 67,061,190 504,345,305 October 337,779,056 52,501,225 9,890,490 6,675,710 76,061,835 482,908,316 November 305,310,673 46,563,796 8,502,226 6,135,046 69,949,873 436,461,614 December 320,242,417 41,640,751 7,113,529 5,088,971 56,486,897 430,572,565 Total 4,076,163,250 573,344,357 108,006,822 69,107,465 797,798,299 5,624,420,193

VEHICLE KILOMETERS LIGHT HEAVY 2017 TOTAL CLASS A CLASS B CLASS 3 CLASS 4 CLASS 5 January 284,435,069 37,357,545 7,088,501 4,556,595 56,358,969 389,796,679 February 275,936,592 40,476,831 7,841,822 5,079,027 60,945,567 390,279,839 March 314,998,075 49,190,983 9,419,886 5,995,275 71,360,878 450,965,097 April 349,692,273 47,345,469 8,548,277 5,059,957 57,881,727 468,527,703 May 340,326,291 52,541,126 9,993,741 6,006,733 70,000,788 478,868,679 June 355,912,562 51,123,181 10,192,879 5,806,116 67,105,078 490,139,816 July 408,163,516 52,311,195 11,119,572 5,764,539 67,444,853 544,803,675 August 389,820,469 42,916,699 8,731,523 4,177,841 49,880,101 495,526,633 September 360,938,711 51,155,261 10,000,988 5,719,019 66,822,665 494,636,644 October 350,231,523 51,598,568 9,705,129 6,044,285 70,729,616 488,309,121 November 302,721,470 45,971,202 8,676,693 5,994,875 69,472,594 432,836,834 December 319,546,078 41,900,587 7,359,947 5,043,705 56,510,040 430,360,357 Total 4,052,722,629 563,888,647 108,678,958 65,247,967 764,512,876 5,555,051,077

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 15

Tollroad traffic

The toll payments of exiting traffic at the A4 Brescia-Padua and A31 Valdastico toll gates are broken down below by type: Type of toll payment A4 BRESCIA-PADUA EXITING TRAFFIC AT TOLL GATES BY TYPE OF TOLL PAYMENT Other Total YEAR Telepass automatic system Cash Credit, debit and prepaid cards + exiting exempt traffic 2018 70.44% 19.35% 9.80% 0.41% 51,508,602 2017 68.91% 20.77% 9.91% 0.41% 50,733,865 2016 68.01% 21.46% 10.11% 0.42% 49,295,112 2015 67.59% 22.01% 9.96% 0.44% 48,157,957 2014 67.02% 22.84% 9.66% 0.48% 46,862,035 2013 66.56% 23.82% 9.14% 0.48% 46,230,852 2012 66.38% 24.42% 8.71% 0.49% 47,546,685 A31 VALDASTICO EXITING TRAFFIC AT TOLL GATES BY TYPE OF TOLL PAYMENT Other Total YEAR Telepass automatic system Cash Credit, debit and prepaid cards + exiting exempt traffic 2018 73.75% 17.37% 8.50% 0.38% 13,970,645 2017 73.05% 18.20% 8.40% 0.35% 13,495,598 2016 72.04% 19.05% 8.57% 0.34% 12,797,838 2015 71.56% 19.62% 8.44% 0.38% 11,482,223 2014 71.28% 19.87% 8.45% 0.40% 9,469,644 2013 70.64% 20.97% 8.00% 0.39% 8,906,611 2012 70.54% 21.39% 7.67% 0.40% 8,059,309 Type of toll payment at toll gates

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 16

2.2 Accident rates A summary of the accidents that occurred on the motorways under concession in recent years is presented below by year and by motorway: Accidents A4 BS PD and A31 Valdastico ACCIDENTS NUMBER OF YEAR TOTAL FATAL NUMBER OF INJURED FATALIES n. per 100 n. per 100 n. per 100 n. per 100

Mil. Mil. Mil. Mil. Veic. KM Veic. KM Veic. KM Veic. KM (1) (1) (1) (1) 2018 937 16.62 11 0.20 509 9.03 14 0.25 2017 968 17.38 7 0.13 531 9.54 23 0.41 2016 910 16.8 10 0.18 474 8.75 10 0.18 2015 820 15.71 6 0.11 453 8.68 6 0.11 2014 832 16.73 9 0.18 460 9.25 12 0.24 2013 884 18.12 6 0.12 376 7.71 6 0.12 2012 946 19.2 13 0.26 411 8.34 14 0.28 2011 974 18.5 6 0.11 534 10.14 6 0.11 2010 1,079 20.59 19 0.36 626 11.95 22 0.42 2009 932 18.07 7 0.14 429 8.32 7 0.14 2008 1,444 27.62 14 0.27 536 10.25 15 0.29

ACCIDENTS - COMPARISON WITH PREVIOUS YEAR TOTAL WITH DAMAGES WITH INJURIES WITH FATALITIES YEAR 2018 2017 2018 2017 2018 2017 2018 2017 A4 Brescia-Padua 843 877 249 263 240 256 9 7 A31 Valdastico 94 91 24 28 22 28 2 0 Total 937 968 273 291 262 284 11 7

1) The index shows the number of accidents that occur every 100 million km traveled by vehicles on the motorway. Accidents

A4 Brescia-Padua A4 Brescia-Padua and A31 Valdastico and 40.00 1.00

30.00 0.75 A31 Valdastico 20.00 0.50 Numero Numero 10.00 0.25

0.00 0.00 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 Total N. of Accidents per 100 Ml. VKm. N. of Fatal Accidents per 100 Ml. VKm.

A4 Brescia-Padua and A31 Valdastico 40.00 A4 Brescia-Padua and A31 Valdastico 1.00 30.00 0.75 20.00 0.50 Numero

10.00 Numero 0.25 0.00 0.00 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008 N. of Injured per 100 Ml. VKm N. of Fatalities per 100 Ml. VKm

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 17

The following graphs present the accidents by their presumed cause: human error, environmental factors, mechanical failure, or other factors:

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 18

2.3 Toll rates Further to the toll increase requested for 2018, in accordance with Article 15 of the Concession Agreement (pursuant to Art. 2, par. 82 et seq . of Decree Law 262 of October 3, 2006, converted into Law 286 of November 24, 2006, as amended) signed on July 9, 2007, with Interministerial Decree 624 of December 29, 2017, the Grantor approved a 2.08% rate increase for the Company effective January 1, 2018 over the unit toll per kilometer in effect on the motorway sections of the A4 Brescia-Padua and the A31 Valdastico at December 31, 2017, pending approval of the revised Business Plan. The unit toll per kilometer and the average unit toll per kilometer weighted with kilometers traveled are set forth below: Toll per kilometer on A4 Brescia Padua and A31 Valdastico Toll per kilometer in Annual toll Toll per kilometer excluding Toll categories effect as of January 1, surcharge VAT 2018 A Euro 0.04953 Euro 0.00600 Euro 0.05553 B Euro 0.05076 Euro 0.00600 Euro 0.05676 3 Euro 0.05838 Euro 0.01800 Euro 0.07638 4 Euro 0.09648 Euro 0.01800 Euro 0.11448 5 Euro 0.11677 Euro 0.01800 Euro 0.13477 Average toll per kilometer weighted with kilometers traveled on A4 Brescia Padua and A31 Valdastico Toll per kilometer in Toll per kilometer excluding Toll categories effect as of January Annual toll surcharge VAT 1, 2018 A Euro 0.04953 Euro 0.00600 Euro 0.05553 B, 3, 4, 5 Euro 0.08735 Euro 0.01356 Euro 0.10091 Total categories Euro 0.05994 Euro 0.00808 Euro 0.06802

2.4 Toll revenue Toll revenue in 2018 amounted to €384,429 thousand, which net of the annual surcharge came to €338,983 thousand, up by 3.72% compared with the net amount of 2017. The annual surcharge paid to ANAS S.p.A. amounted to €45,445 thousand, an increase of 1.91% from 2017, in compliance with Decree Law 78, Article 15, paragraph 4 of May 31, 2010, converted into Law 122/2010 (Toll Surcharge under Laws 102/2009 and 296/2006). The weighted average toll per kilometer, net of VAT and the annual surcharge, was €0.05994, based on €0.04953 for light vehicles and €0.08735 for heavy vehicles. Information required by Law 41, Article 18 of February 28, 1986: As required by Law 41, Article 41 of February 28, 1986, it is noted that the toll facilities and/or reductions granted in 2018 amounted to €404,931 (€781,550 in 2017). Under the Memorandum of Understanding for the MIT-AISCAT toll adjustment of February 24, 2014, no toll facilities and/or reductions were granted in 2018 (€253 thousand in 2017).

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Below is the toll revenue net of VAT and annual toll surcharges (annual toll surcharge under Legal Decree 78/2009, Article 19, paragraph 9 bis converted into Law 102/2009).Toll surcharges under Law 296, Article 1, paragraph 1021 of December 27, 2006 - 2007 Financial Act):

TOLL REVENUE NET OF VAT (1) ANNUAL TOLL SURCHARGES (2) AND ANNUAL TOLL SURCHARGES (2)

YEAR Total Euro INDEX NUMBER (3) Total EURO INDEX NUMBER (3)

2018 338,983,465 151 45,445,472 260 2017 326,833,892 145 44,591,584 255 2016 310,348,298 138 43,038,596 246 2015 298,783,255 133 41,394,882 237 2014 279,801,570 124 39,479,388 226 2013 268,065,146 119 38,802,039 222 2012 262,065,744 117 39,093,612 223 2011 260,385,872 116 41,697,684 238 2010 240,994,942 107 24,222,563 138 2009 220,487,413 98 19,179,385 110 2008 224,839,407 100 17,492,445 100

(1) Decree law 98, Article 40, paragraph 1 - ter of July 6, 2011 (as most recently amended by Decree Law 76, Article 11, paragraph 1, letter A of June 28, 2013) raised the ordinary VAT rate from 21% to 22%, effective from October 1, 2013.

(2) Annual toll surcharge under Decree Law 78/2009, Article 19 paragraph 9 bis converted into Law 102/2009. Toll surcharges under Law 296, Article 1, paragraph 1021 of December 27, 2006 - 2007 Financial Act.

(3) The Index Number compares two or more value s taken from the same place at different times and expresses them using the same base. For example, a 151 Index Number for toll revenue on sections under concession in 2018 corresponds to a 51% increase com pared with 2008.

Annual toll revenue

A4 Brescia-Padua and A31 Valdastico

360,000,000

340,000,000

320,000,000

300,000,000

280,000,000 Euro/mil. 260,000,000

240,000,000

220,000,000

200,000,000 2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 2008

TOLL REVENUE

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 20

2.5 Road maintenance Because routine maintenance keeps roads in good condition and ensures traffic safety on the motorways and bypass roads under concession, repairs were made during the year on old and/or deteriorated sections of pavement. The Extraordinary Maintenance Unit of Motorway Construction scheduled repairs on the basis of the International Roughness Indexes (IRI), the tire-road friction coefficients (TRFC) and the condition of the pavement, as noted through the regular monitoring of all motorways and bypass roads under concession. Specifically, the following work was performed in 2018: • on the A4 motorway, due to the need for deeper repairs especially in the slow and fast lanes, repairs were differentiated. The draining and sound-proofing surface was redone across the entire carriageway; • on the A31 motorway the base course and road binder on the lanes were redone and the drainage layer was replaced across the entire carriageway; • some significant sections of the Padua north bypass, Limena bypass and Verona south/east bypass were repaved. The total surface area repaved came to 382,056.00 sqm for the A4, 215,391.84 sqm for the A31, 20,369.35 sqm for the Verona south/east bypass, 18,939.48 for the Padua north bypass and 60,666.97 sqm for the Limena bypass. In order to minimize the disruption for users, these works were carried out to the extent possible within 24 hours and on weekends. Holes and/or cracks caused by accidents with fuel spillage or the effects of anti-icing treatment with road surface fluxes during the winter made it necessary to carry out further repairs including in the deepest layers on various sections of the A4 and A31, the Verona (south and east) bypasses, the Vicenza south bypass, and the Padua (north and Limena) bypasses. The total surface area affected by these repairs was approximately 130,000.00 sqm. In 2018, a software platform dedicated to infrastructure works was used to expand the digital files of such works. In 2018 plans for extraordinary maintenance on overpasses on the Sommacampagna- Padua section of the A4 motorway, from km 272+775 to km 363+181 were drawn up, and work commenced thereon. Other maintenance work with underpass repairs was begun. As part of the maintenance of civil infrastructure and overpasses on the A4 and A31 and appurtenances, the following activities were carried out in 2018: • completion of the static and seismic fortification of the bearing wall in the lane divider from km 322+350 to km 323+080 (Montecchio – Vicenza Ovest section); • works to secure the underpass along the "dell'Abetone e del Brennero" State Road 12 at km 282+140 of the A4 motorway in Via Forte Tomba, Verona; • completion of design and commencement of works for the structural maintenance of civil infrastructure, lots 1 and 2; • completion of design and commencement of repair work on overpass fencing on the A4 and A31 motorways and appurtenances; • impact and fire damage assessment of the exit ramp at Verona Est toll station (km 290+100). For the monitoring of structural behavior and the planning of maintenance work, the Company continued with visual inspections of civil infrastructure to obtain detailed and complete information on the current condition of structures, as well as tests on the materials of various works along the Brescia-Padua section of the A4 motorway.

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Tunnels of the section under concession include the Berici tunnels (on the A4), along the Vicenza south bypass, the Rampezzana – Agugliaro - Saline tunnels on the A31, and the San Zeno tunnel on the State Road 11 deviation at Lonato. General washing of the tunnel side walls and flushing of rainfall from the wells and drains take place every four months, excluding the tunnels on the A31. After their approval by the Board of Directors, plans to adapt the technical systems of the San Zeno tunnel on the State Road 11 deviation at Lonato were submitted to the government (MIT-DGVCA), which returned them with the instruction to reduce the costs because the tunnel would not be part of the Trans-European Transit Network ("TEN-T"), so the Ministry does not consider Legislative Decree 264/2006 to apply. Due to the importance of the investment and the difficulties that arise whenever the tunnel is closed down and thus the importance of the Lonato (Brescia) deviation, the Company has been informing the Ministry of the opportunity of modifying such legislation, considering that after the TEN-T is covered, its application would be extended to the Italian network, in which the deviation is included. Various repairs were carried out as a result of landslides and mudflows, some of them serious, along the motorway embankment and appurtenances. Irrigation equipment and rainfall wells underwent scheduled cleaning and repairs, and where necessary, ditches were dug or reshaped. Coaxial pipelines and wells underwent a thorough cleaning on all lanes of the A4 and A31 service stations. During the year, all road markings on the A4 and A31 motorways were repainted, on the motorways themselves and on bypasses, connectors and other appurtenances operated under concession. The rumble strip between the slow lane and the emergency lane was redone along the entire section of the A4 and A31 motorways. To ensure that road markings are in good condition and meet legal and contractual standards, retroflection values are measured at regular intervals. In 2018, for the replacement of damaged guardrails , several construction sites were set up in order to remove and replace damaged parts, for a total of 3,555 units covering approximately 14.54 KM. The side fencing of the motorways under concession runs approximately 469 km and has a standard height of 135 cm, with some sections raised to 250 cm to prevent encroachment by animals. The entire length was subject to annual inspection in order to locate sections damaged by chance events or wear and tear; a total of 5.5 km of fencing was thus replaced. Landscaping work during the year falls into the following categories: • mowing : the shoulders, embankments as far as the fencing, service station and parking areas, and median strip were mowed at least four times; • weeding : the strips of land along the shoulder and around the fencing were weeded at least once and the median strip was weeded at least twice; • plant care : pruning, tree cutting and new plantings along the motorway and appurtenances. Hedges were also pruned at lay-bys, parking areas and interchanges and where plants are used as noise barriers; • cleaning : the shoulders, embankments as far as the fencing, exits for service station and parking areas, median strip, emergency lanes, and lay-bys were cleaned by the collection of various kinds of trash. Starting this year, the cleaning service has been extended to the 14 service stops and 10 rest areas along the roads under concession. Regarding toll collection infrastructure , toll plazas damaged by accidents were repaired and constant maintenance was performed on the remaining traffic loops used to detect vehicles in transit. Buildings, electrical plant and plumbing continued to undergo maintenance work and, where necessary, renovations and refurbishment to uphold usability and safety standards.

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The most significant engineering work during the year concerned: • construction of the new Veneto Operations Center at the Padua Traffic Police headquarters, to oversee motorway sections in the Veneto region; the plans are now complete and are ready for submission to the motorway operators and then to MIT- DGCA; • construction of the new Traffic Police Detachment at the Badia Polesine toll station in the province of Rovigo; • upgrading and replacement of the safety barriers between the A4 motorway and Verona south bypass; • surveying prior to the subsequent design of protections for "points of note" along the A4 from Brescia to Padua; • surveying the solidity of the safety barriers on the right-hand side of the A4 and A31.

The transport of exceptional loads is governed by Article 10 of the new Traffic Code, which requires that a specific transit authorization for exceptional loads or vehicles. In the interests of traffic safety, there is an ongoing project to develop a monitoring system for hazardous goods and exceptional loads during transport. Without prejudice to standard limitations based on the size and weight of goods in transit, continuous technical support was provided by the road service support staff responsible for monitoring compliance with the authorizations granted in order to protect roads and vehicular safety. The authorizations granted in 2018, including any ancillary services, brought in revenue of €2,183 thousand, up by €304 thousand (+16.19%) from the 2017 revenue (€2,113 thousand) plus €453 thousand received from Autostrade per l’Italia S.p.A. for the Telepass automatic system. A total of 25,759 exceptional loads traveled on the Company's motorway sections, up by 14.14% compared with 2017.

2.6 Service station revenue Under a contract in place since 2003, A4 Trading S.r.l. handles all activities relating to the management of contractual relationships with sub-operators, to which the Company has assigned management of Oil and Non-Oil services at the service stations under concession. Through A4 Trading S.r.l., in 2018 the company completed the reassignment of Oil and Non-Oil services and implemented the contracts for the Tesina Est service station and the rest area at San Lorenzo Est. Now in its definitive form, the distribution of the major oil companies and non-oil businesses along the A4 and A31 involves a total of ten operators (six oil and four non-oil). The upgrading of Oil and Non-Oil services got off to a productive start in 2018. This four- year plan, ending in 2021, calls for the rebuilding, renovation, and restyling of the infrastructure at all service stations and rest areas, at a cost of more than €45 million to be borne fully by the subconcession holders. Through A4 Trading the Company coordinates and oversees the construction projects, making sure contractors meet the performance indicators specified in their bids and that work is planned rationally. The aim is for the inevitable disruptions of service to have as little an impact as possible on the quality perceived by end customers and consequently on revenues and volumes. In 2018, five upgrades were completed (three in Non-Oil: the Autogrill locations Val di Sona Est and San Lorenzo Est and the Chef Express location San Giacomo Ovest, and two in Oil: the Italiana Petroli stations Monte Alto Est and Monte Alto Ovest) and work began on four more: Tesina Est (closed for remediation, demolition, and rebuilding), Bauli (Non- Oil) at Monte Baldo Est, Autogrill (Non-Oil) at Monte Alto Ovest, and ENI (Oil) at Scaligera Ovest. In all, the operators invested about €11 million for these projects during the year.

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The disruptions caused by the projects had no negative consequences for the Company, which earned royalties of €15,018 thousand from service stations and rest areas in 2018, an increase of 0.70% compared with 2017. In the Oil market, Italy's motorway distribution network continues to suffer a gradual decline in consumption. The causes are varied and include market fragmentation due to the departure of some large international players, pressure from "no-name" pumps (+138% since 2010) and other off-motorway distributors, and constantly fluctuating demand often conditioned by a decreased willingness to spend. Although traffic was on the rise, on our road network there was a volume decrease of 8,982,315 liters pumped (-12.25% on 2017), due largely to the closure of the Tesina Est service station for the entire year (-6,000,000 liters). On a like-for-like basis, the decrease with respect to 2017 is reduced to 4.49%. The best-performing service areas were Limenella Est-IP (+76%, thanks to its new brand and the absorption of demand from Tesina Est) and San Giacomo Est (+2.43%). The worst performers were San Giacomo Ovest (-13.43%), which the Company already plans to overhaul in its entirety, and Monte Alto Est (-12.19%) and Monte Alto Ovest ( 12.80%), where business was dampened by renovations and construction during the year. The food & beverage business saw revenues decline by €1,953,974 (-4.03%), once again due largely to the closure of Tesina Est (-€1,700,000). On a like-for-like basis, revenues would have been consistent with the previous year (-0.54%). In food & beverage, the best performers were Limenella Est-Ovest (+18.28%), benefiting from the closure of Tesina Est and a soft restyling completed in 2017, and Postumia Nord (+11.6%), where renovation of the dining facility in 2017 began to attract more business. The greatest declines concern Monte Alto Ovest (-11.83%), where a major overhaul and expansion of the dining facility began (due for completion in 2019), and San Giacomo Ovest (-11.17%), whose dining facility underwent a complete interior renovation in the early months of 2018.

2.7 Road user services With its road service support staff, the Company conducts constant, daily monitoring and surveillance of the motorway sections under concession. The quality and consistency of these services can be summarized as approximately 60 operations per day, including accident response, warnings about vehicles in distress, damaged barriers, heavy traffic, temporary and fixed construction sites, closed motorway sections and exits, removal of animals on the carriageway, weather conditions (fog, snow, etc.). The average response time is 19’53” for accidents or other emergencies; this is 4' more than for the previous year, due a reduced presence of crews and to the procedure introduced in June 2018, agreed upon with the traffic police, requiring the Road Service unit to post traffic warnings while awaiting the arrival of a second crew. Usually an average of six sweeps per day are made for each kilometer, for a total of 1,800,000 km in a year. Every week in 2018, direct maintenance teams using special equipment worked to clean and collect waste at the ten parking areas along the motorway; to clean the carriageways, lay-bys and entry and exit interchanges; to mow grass and care for greenery at toll gate areas; and to make urgent repairs to toll booths, all while strictly complying with environmental and worker safety regulations. Winter services, from November 15 to April 15 of every year, are provided by personnel who ensure smooth and safe road traffic even in adverse weather conditions. There are 10 snow centers along the motorway, placed every 30 km on average. The Company is able to provide constant snow alerts along the motorways under concession, and commissions special ad hoc studies in the event of snow emergencies. This way, it can call up personnel

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 24

and snowplows in time, streamline the number and length of outings, optimize available resources, and ensure the constant exchange of data between the Operations Center and the other motorway operators. Roadside assistance, provided by external partners, intervened 15,244 times in 2018 (an increase of 1.12% compared with 2017) to tow broken-down or damaged vehicles. The average response time in 2018, measured in accordance with public roadside assistance regulations for motorways, was down slightly from that of the prior year at 24’00” for the towing of light vehicles. For heavy vehicles, the time from first call to arrival at the scene improved on the previous year (34'00”) to an average of 29’50”. The Operations Center coordinates all motorway emergency assistance and first aid activities. It is the main facility for monitoring motorway traffic and handling emergencies. It operates on a permanent basis 24 hours a day and provides support for the handling of all events concerning the A4 and A31 motorways and by-passes and appurtenances under concession. Operators are assisted by 58 pan-and-tilt color camera stations, equipped with Automatic Incidents Detection (AID) systems placed at the most critical points of the A4 and A31 motorways. These devices ensure coverage of about 50% of the motorway section under concession. In addition to these, six pan-and-tilt cameras — two of them equipped with AID systems — constantly monitor the four Monti Berici tunnels on the A4; there are also six cameras installed in the Monti Berici tunnels on the Vicenza south bypass as well as six cameras inside and two cameras outside the San Zeno tunnel on the Regional Road 11 deviation at Lonato.

2.8 Actions for damage to the Company In 2018, 475 claims for compensation (496 in 2017) were filed against users for causing accidents that damaged motorway infrastructures. The total claims for compensation amounted to €1,342 thousand (€1,160 thousand in 2017).

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3 Other operations

3.1 Investments completed Below is a list of completed investments, fully self-financed by the Company through previous investment plans, as well as motorway infrastructure built under concession agreements:

INVESTMENTS COMPLETED • Third lane from Sommacampagna to Padua • Noise barriers along the A4 motorway, lot B • Verona south bypass • Noise barriers along the A4 motorway, lot C • Padua north bypass, lot 1 • Verona east bypass • Padua north bypass, lot 2 • Vicenza south bypass • State Road 11 deviation connecting Lonato and the • Grisignano di Zocco (VI) exit: alignment of Desenzano exit (Lonato bypass) connections to local roads • New Brescia Est exit and connections to State Roads • Alignment of Via Po connections with Padova 11 and 236 Ovest exit • Expansion, renovation and connection to local roads • New service station at Verona Est of the Verona Sud exit • Two-level interchange at the Montebello exit on • Alignment of connections with Verona Est service State Road 11 and connection to local roads station • Soave-San Bonifacio service station and • Monti Berici three-lane motorway tunnels connections to existing roads • New Padova Ovest exit and connections to local • Connection of Vicenza Ovest service station with roads State Road 11 (Ponte Alto) • Additional works complementary to motorway • Noise barriers along the A31 motorway (between infrastructure Vicenza and Piovene Rocchette) • Connection of the Desenzano exit to State Roads • Limena bypass 567 and 11 (La Perla) • Padua north bypass, lot 3; • A31 Valdastico motorway, Vicenza-Rovigo section; • New service station at Montecchio Maggiore and • Third lane from Brescia to Sommacampagna connections to local roads – First stage

• Noise barriers along the A4 motorway, lot A In addition to the above, investments were made in upgrading and maintenance.

3.2 Investments underway • Nanto degli Ulivi Sud and Castegnero delle Ciliegie Nord service stations on the A31 Valdastico, Vicenza-Rovigo trunk: in September 2018 construction work began on the two service stations on the Vicenza-Rovigo trunk of the A31 Valdastico, called Nanto degli Ulivi Sud and Castegnero delle Ciliegie Nord, located between the Montegaldella-Longare and Albettone-Barbarano exits in the province of Vicenza. Work at both sites involved preparing the civil engineering works for underground systems networks and will be completed in 2019 with the construction of lanes, parking spots, paved areas, greenery, signage, and lighting. The Nanto degli Ulivi Sud and Castegnero delle Ciliegie Nord service stations join the existing rest areas Noventa Sud and Noventa Nord, adding even more services for users of the A31 Valdastico. • Repair of the metal deck of the bridge over the Mincio river at km 258+817 of the A4 motorway: this is planned extraordinary maintenance for which the working drawings were submitted in 2016 for the approval of the Motorway Concessions Department of the Ministry of Infrastructure and Transport. The Grantor's approval was received in May 2018, at which point the bidding procedures were completed and the project was taken on board in October 2018. The repair will take around one year, and will affect part of the carriageway for a limited period of time. It will be organized so as to minimize the disruption to drivers, keeping three narrowed lanes open in both directions.

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3.3 Investments planned The following investments have been planned and will be fully self-financed: • Construction of the emergency lane on the A4 motorway at the MI-VE rail overpass at km 292+200 (town of San Martino Buon Albergo - VR ): this project aims to improve traffic conditions by widening the carriageway and adding the emergency lane that is currently lacking. It will also double the lanes on the adjacent Verona south bypass from two to four. The working drawings were approved by the Grantor (the Motorway Concessions Department of the Ministry of Infrastructure and Transport) in July 2018. The bidding procedures were then completed and construction is set to begin in early 2019. • Construction of the emergency lane on the A4 motorway at the VR-BO rail overpass at km 279+530 (City of Verona) : this project aims to improve traffic conditions by widening the carriageway and adding the emergency lane that is currently lacking. The working drawings were submitted in March 2018 to the Grantor (the Motorway Concessions Department of the Ministry of Infrastructure and Transport) and are awaiting approval. • Second-stage finishing work on the new Montecchio Maggiore toll plaza and connections with local roads: as follow-up to the first-stage work, this project includes building the plaza infrastructure and motorway interchange, expanding the A4 roadbed at the junction with the MI-VE rail overpass, building a maintenance facility where the current exit is located, and completing links to the local roads. The process of assigning contracts began in 2018. • New Castelnuovo del Garda (VR) toll plaza: new toll booths and interchanges with local roads will be built with a view to improving connections between the A4 Turin- Trieste and the Basso Garda area near Verona, a tourist destination where traffic is extremely heavy in the spring and summer and an important junction for east-west traffic and for turning north toward Brenner Pass. In 2018, after revising plans to comply with the latest legislation, the approval process began for obtaining permits from the zoning and landscape authorities. • Provincial Road 46 deviation in the province of Vicenza : this work is part of the motorway connector to the Vicenza Ovest exit and is an extension thereof. Preparation of the Company’s final plans in August 2013 was followed by a memorandum of understanding with the Ministry of Infrastructure and Transport, ANAS, the Veneto Region, the Province of Vicenza, and the Municipalities of Vicenza and Costabissara. Under this memorandum, the works became part of the broader project concerning the Vicenza north bypass, whose design and construction are now the responsibility of ANAS. The Company is still involved in financing the works and will contribute the amount set out in the investment plan.

3.4 Other upcoming works • A31 Valdastico Nord motorway: this will complete the northern section of the A31 Valdastico, of which 90 km have been built between the province of Rovigo and Piovene Rocchette (VI). Construction will take place in two lots. The first lot falls entirely within the Veneto (province of Vicenza), in the towns of Piovene Rocchette, Cogollo del Cengio, Rotzo, Valdastico, and Pedemonte; it will begin where the A31 currently terminates in Piovene Rocchette and end in Pedemonte with the Valle dell'Astico/Pedemonte exit. It will be 17.84 km long and connect to local roads via two exits: Cogollo del Cengio, and Valle dell'Astico/Pedemonte where it terminates. The route includes numerous tunnels and viaducts, stretching across 13.3 km of tunnels, 1.3 km of viaducts, and 3.2 km of elevation, cuts, and hillside. The cross section is category A (non-urban motorway); it is a dual carriageway with two lanes and an emergency lane in each direction, for a total width of 11.25 m.

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The structure of the viaducts will be mixed steel/concrete with double-girder deck, except for the Piovene viaduct which will have a trestle structure. The tunnels will be dug conventionally, with the except of the Cogollo tunnel, which will use a fully mechanized boring machine with a diameter of 14.85 m. Construction will be financed with a bid price of €1,130,698,292.21 plus available funding of €168,732,692.24, for a total of €1,299,430,984.45. For the first lot, the definitive plans are at an advanced stage of the approval process. The second lot will be partly in the Veneto and partly in the autonomous province of Trento. At the moment, there is a feasibility study comparing seven alternative routes in terms of environmental, landscape, zoning, transport and technical considerations. Each of these begins where Lot 1 ends, travels through Valsugana, and ends in Val d'Adige south of Trento. They also share significant tunneling and the same cross-section as Lot 1. The seven different routes differ for their end point in Val d'Adige, junctions (SS12 Brennero or SS12 and A22 Brennero), and length (from 26.7 to 28.6 km). The toll system, to be determined in a later phase, could be of the open type with barriers along the mainline, or of the traditional ticket type. For Lot 2, the Province of Trento will be initiating a Strategic Environmental Assessment for the purpose of adding the project to the provincial urban plan, at which point the Company will step up the planning phase. • Redevelopment of roads around the Verona Sud exit: connections will be improved between the Verona Sud exit and the Verona south bypass, municipal road system, and a new commuter car park as planned by the Municipality. Supplementary documentation was added to the original feasibility study in 2015 and has been approved by the City of Verona. In the second half of 2018, bidding was held for the engineering services needed to conduct the feasibility study. • Redevelopment of roads around the A31 Thiene exit : this is a link road between the A31 Thiene exit and the Gasparona provincial road, approximately 1.3 km long, with interchanges. In the second half of 2018, bidding was held for the engineering services needed to prepare the definitive plans and working drawings. • Widening of the Calcinese overpass at Colognola ai Colli (VR): this project concerns the municipal road Via Calcinese that passes over the A4. The width of the overpass will be doubled by building a new steel overpass alongside the existing one. The definitive plans were drawn up in 2018. • Construction of the connector road north of the city of Verona from the end of the east bypass to the road heading west, including the connector to the south bypass at the interchange with State Road 434: this investment has been turned into a specific project financing grant sponsored by the Municipality of Verona. The list of planned investments to involve the Company in the next few years concludes with the new road connecting the Verona south bypass to Arcugnano and Altavilla, and the reinforcement of roads leading to the A31 Vicenza Nord ramp (Via A. Moro). Pursuant to Law 447/95 and subsequent implementing decrees, the Company has prepared a “ noise reduction and containment plan ” covering the entire section under concession. The plan has been submitted to the local authorities, the Ministry of the Environment (which approved it with Ministry Decree 42 of March 11, 2011), and the Grantor. It provides for a series of acoustic measures for a total estimated amount of €198.6 million, to be carried out over 15 years. Given the size of the investment, this work has been included in the new Business Plan, with current plans to carry out the high-priority measures that are included in the first five years for a total of €51,954,800 million. Three design levels were assigned for these measures in 2018. The definitive planning stage has concluded for extraordinary maintenance at various service stations along the A4.

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4 Reconciliation of IFRS and Italian GAAP financial statements 2015 was the first year that Autostrada Brescia-Padua prepared financial statements compliant with the International Financial Reporting Standards (IFRS). The Company is required to draw up financial statements in accordance with International Accounting Standards (IAS)/IFRS because of the bond notes issued in 2015 on a regulated market, the Irish Stock Exchange. Accordingly, the Company applied First Time Adoption (FTA) rules to balances as at January 1, 2014 and provided reconciliation between the accounting figures produced with Italian GAAP up to December 31, 2014 and the amounts determined using IFRS. The IFRS-compliant figures at December 31, 2018 and 2017 are reconciled below with the figures determined according to Italian GAAP.

4.1 Reconciliation of IFRS/IAS figures with Italian GAAP (in Euro/thousands) Equity Income statement Equity Total Euro Euro /000 Euro /000 /000 ITA GAAP 2018 578,069 67,357 645,426 TFR (post-employment benefits) - IAS 19 and IFRS 9 (1,404) (1,110) (2,514) Goodwill - IAS 38 (36,025) 3,999 (32,026) Revertible assets - IFRIC 12 (84,519) 11,739 (72,780) IFRS 2018 456,121 81,985 538,106

Equity Income statement Equity Total Euro Euro /000 Euro /000 /000 ITA GAAP 2017 554,343 58,426 612,769 Post-employment benefits - IAS 19 (769) (248) (1,017) Goodwill - IAS 38 (40,024) 3,999 (36,025) Revertible assets - IFRIC 12 (72,943) (11,576) (84,519) IFRS 2017 440,607 50,601 491,208

4.2 Table detailing the investment plan pursuant to the concession arrangements See Annex 1 for the details of investments as stated in the concession arrangements, required by ANAS protocol SVCA-MIT-0001793 of January 29, 2018.

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5 Human resources

5.1 Environment and personnel The Company’s business has an important environmental impact in terms of the design and construction of infrastructure, but also as regards its management of a number of significant aspects. The Company pays constant attention to environmental aspects from the earliest stages of planning and design. It carefully assesses the environmental impact (reduced visual impact, minimum disruption during the construction stage, etc.), studies the area on which the infrastructure will be built (environmental mitigation, use of local and recycled materials, where possible) and adopts all solutions designed to preserve the land and save energy. During the management phase, there is a dual approach to environmental concerns depending on whether the variables in question are controllable. For infrastructure maintenance and traffic management, the Company operates in full compliance with environmental regulations and the improvement targets set out in the environmental certification process. Protecting the environment is also a top priority in managing uncontrollable variables, which in some cases (e.g. motorway accidents) may have a notable impact. In these circumstances, the Company steps in to limit harm to the environment, with emergency measures designed to counter the variability and unpredictability of what may occur as a result of the original damage. See the specific section of this report for a more detailed description of the environmental aspects of waste management and cleaning. The Company and its personnel operate in a framework of voluntary certification concerning quality (UNI EN ISO 9001:2015), the environment (UNI EN ISO 14001:2015), social responsibility (SA 8000:2014), and health and safety in the workplace (British Standard OHSAS 18001:2007). See the section on certification, below, for further details. Information on the workforce is provided below in terms of breakdown, turnover, training, health & safety and absences. The figures are current as of year-end 2018 and in some cases highlight the change since the start of the year. Personnel with open-ended employment contracts n. Blue- n. White- of which n. Managers collar n. Total collar staff part-time workers Employees as at December 31, 4 423 75 502 62 2018 Average age (years) 53.09 54.06 50.78 53.57 - Average seniority (years) 17.08 25.87 22.38 25.28 -

Employee Turnover Resignations Employees Employees as New hires Retirements as at Dec. at Dec. 31, Reinstatements Terminations 31, 2017 2018 Dismissals Open-ended employment 540 - (38) 502 contracts: Managers 5 - (1) 4 White-collar staff 452 - (29) 423 Blue-collar workers 83 - (8) 75

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Employees Employees as Employees as Employees as Employees as at Dec. 31, at Dec. 31, at Dec. 31, at Dec. 31, 2015 2016 2017 2018 Open-ended employment 582 567 540 502 contracts: Managers 5 5 5 4 Full-time white-collar staff 419 407 386 362 Part-time white-collar staff 68 66 66 62 Blue-collar workers 90 88 83 74

Training of personnel with open-ended employment contracts Number of training Training costs (Euro) hours 2018 training of permanent employees 7,873 77,305 2017 training of permanent employees 7,781 99,979 2016 training of permanent employees 6,173 30,824 2015 training of permanent employees 6,005 37,807

Absences Vacation, (n. hours) (n. hours) paid leave of (n. hours) (n. hours) Maternity Injury absence and Sick leave Other (1) leave leave holidays 2018 employee absences 134,450 45,988 2,054 1,604 30,714 2017 employee absences 133,560 54,352 3,224 2,953 33,495 2016 employee absences 136,873 54,727 4,286 2,512 9,242 2015 employee absences 147,451 49,854 3,872 3,647 16,292

(1) including contractual leaves of absence, unpaid leaves of absence, leaves of absence for union business.

5.2 Human resource organization 2018 was characterized by additional integration with the Abertis Group with the initiation of the MIPI project, i.e. implementation of the Abertis Group's SAP software and an overhaul of processes intended to improve effectiveness and efficiency. The following operations are currently outsourced to the Italian parent, A4 Holding S.p.A.: Administration & Control, Personnel & Organization, Management Systems, Legal Affairs, Corporate Affairs, Insurance, Purchasing, Internal Audit, Marketing, and Public & Institutional Relations. Relations with the trade unions were stable and regarded primarily the formulation of the 2nd Level Company Agreement. The Agreement established, among other things, the elimination of some forms of remuneration, enabling significant savings for future hiring. No strikes occurred in 2018. The overall cost of labor increased with respect to 2017 mainly as a result of application of automatic pay raises under the national bargaining agreement, the in-house contract, greater average seniority and precautionary provisions for employee lawsuits.

5.3 Health and safety in the workplace To improve performance in terms of worker health and safety, the Company has adopted the best available practices by involving its employees. By way of an Integrated Quality, Environment and Safety System, meeting UNI EN ISO 9001, UNI EN ISO 14001 and OHSAS 18001 standards, it was possible to monitor risks constantly and implement the measures designed to prevent accidents and injuries. Moreover, the safety training events held for all employees helped reduce the number of accidents. There were 5 accidents in the workplace in 2018, compared with 6 in the previous year. There were 149 man-days lost, compared with 202 in 2017 (however, 289 lost man-days should be added to the latter due to an accident occurring in 2016 that had repercussions in 2017). Therefore, the frequency index fell by 11%, while the severity index is approximately 68%.

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The Company doctor conducted 256 mandatory check-ups, 147 drug tests and 35 random alcohol tests. The Company also encouraged voluntary health checks including lab tests, which included thyroid tests (TSH and antibodies to thyroid peroxidase and thyroglobulin), measurement of tetanus antibodies, and a doctor's visit to examine the results. In all, 424 workers took the lab tests, whereas 138 saw the doctor and 72 had follow-ups, for a total number of 210 doctor's visits. Seventy-one workers got flu shots through the Company's campaign. On the training front, 5,181 man-hours were given on specific health and safety topics, an increase of 6% from the prior year. Protection of persons under General Data Protection Regulation (Regulation EU 2016/679 or "GDPR") On May 28, 2018 the new General Data Protection Regulation ("GDPR") came into effect throughout Europe under (EU) 2016/679, as enacted in Italy with Legislative Decree 101 of August 10, 2018, harmonizing the former privacy code. Under the new European Regulation, the Company had to review its procedures, processes and documents regarding personal data processing. The review primarily involved the following profiles: • analysis of existing data bases; • assignment of duties and responsibilities (controllers, processors, representatives, trained staff); • Privacy Impact Assessment ("PIA"); • creation of record of processing activities as per Article 30; • risk analysis; • security measures to ensure data integrity and availability; • protection and security measures regarding areas and premises; • management of data breach process; • training and appointment of personal data processing representatives and trained staff for employees and contractors, • disclosures and consent to personal data processing for directors, employees and contractors; • disclosures and consent to personal data processing from customers and suppliers. The Company's policy for personal data privacy and protection within the Company is currently being reviewed. In compliance with Regulation Article 37, paragraph 2, the Company has appointed a Data Protection Officer.

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6 Corporate governance

6.1 Services Charter In accordance with the Concession Agreement in force and as has been done for over a decade, the Company prepared the 2018 Charter of Motorway Services, an important means of communication and of governing the relationship between users and the Operator. It describes the services provided, the standards of care and the protection of customers' rights. Pursuant to the Ministry of Infrastructure and Transport's Directive 102/09, the Grantor has regulated the entire motorway sector through various operating instructions. The Company prepared the 2018 Services Charter in accordance with these directives. The same performance indicators will be included in the 2019 edition.

6.2 Certification The "Human Resources and Organization" function is responsible for the Integrated Management System ("IMS"): • updating documentation concerning the recent organizational changes and consequential implications in the respective business processes; • performing internal audits, focusing on key Functions/Services/Operating Units giving all due consideration to the importance and significance of the processes associated with them; • performing second-party audits at key suppliers with significant contracts in effect; • monitoring constantly and analyzing periodically the IMS performance, using tools such as the Non-Conformity and Corrective Action Procedure and the identification and completion of specific programs for continuous improvement, in full implementation of the Deming (PDCA) Cycle; • supporting management's decision-making process as within its powers, supplying the information necessary to ensure the usefulness, adequacy, effectiveness and efficiency of the IMS over time; • planning, organizing and carrying out directly specific informational and training activities on the IMS; • managing relations with the competent certification bodies, the parent A4 Holding and the external consultants working with the Company on the IMS development and control, resulting in the confirmation in 2018 of all the certifications in effect. The Company currently has and is maintaining the following certifications within the scope of application of “management of motorway services with traffic assistance, toll collection, sales assistance and maintenance of road infrastructures and facilities; design and coordination of road infrastructure construction work”. • UNI EN ISO 9001:2015, for quality. • BS OHSAS 18001:2007, for occupational health and safety. • UNI EN ISO 14001:2015, for the environment. • SA 8000:2014, for social responsibility. Going through the certification process is an important strategic decision to help improve business efficacy and efficiency, customer service, environmental protections, and employee working conditions. In 2018 a process to rationalize and optimize the system documentation was begun as agreed with the parent, A4 Holding, with the purpose of harmonizing the procedures and standardizing the common processes for all the Group's subsidiaries.

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Since 2017, the Company has participated in the periodic corporate social responsibility (CSR) initiatives of the Albertis Group, which involve A4 Holding and the main direct and indirect subsidiaries, in order to create a reference tool for reporting transparently its economic, social and environmental performance to the various stakeholders. In 2018, as part of efforts to improve environmental protections in accordance with the relevant laws, the Company: • continued with the differentiated collection, management and processing of waste produced by its motorway operations, thereby achieving cost optimization and more efficient management of its temporary waste storage areas located along the highway infrastructure; • replaced existing boilers and cooling systems with new condensing boilers and heat pump systems, aiming to reduce pollution and the consumption of its heating and cooling systems; • began to plan the four-year update to the energy audit in compliance with current regulations, and with the intention of identifying potential opportunities to reduce energy use and atmospheric emissions and improve other such environmental aspects.

6.3 Corporate liability model pursuant to Legislative Decree 231/2001 Autostrada Brescia Verona Vicenza Padova S.p.A. has adopted a corporate liability model in accordance with Legislative Decree 231/2001 (the “Model”). The aim of the Model is to design a structured and organic set of control procedures and activities to prevent, as far as possible, any conduct that may give rise to the legal offenses covered by Legislative Decree 231/2001. The purpose of identifying areas exposed to the risk of committing an offense covered by the decree and formalizing the corresponding procedures is to make everyone who works for or on behalf of the Company aware of the legal ramifications of their actions and to help the Company prevent and fight such crimes by monitoring activities. The Model covers the updated list of crimes pursuant to Legislative Decree 231/2001, as follows: • crimes committed in dealings with the public authorities (Arts. 24 and 25 of the Decree); • cybercrimes and data protection violations (Art. 24-bis, introduced by Law 48 of March 18, 2008); • organized crime (Art. 24-ter, per Law 94 of July 15, 2009); • forgery of legal tender, public credit instruments, revenue stamps and identification instruments or marks (Art. 25-bis, per Decree Law 350 of September 25, 2001); • crimes against industry and trade (Art. 25-bis (1), per Law 99 of July 23, 2009); • corporate offenses (Art. 25-ter, per Legislative Decree 61 of April 11, 2002; new formulation of criminal bribery of individuals and incitement to bribery of individuals - Civil Code Art. 2635 and 2635 bis enacted by Legislative Decree 231/2001 on March 15, 2017; • criminal conspiracy for purposes of terrorism or subversion of the democratic order as established by the Criminal Code and special laws, and acts violating Article 2 of the International Convention for the Suppression of the Financing of Terrorism stipulated in New York on December 9, 1999 (Decree Art. 25-quater , introduced by Law 7 of January 14, 2003); • female genital mutilation (Decree Art. 25-quater (1), introduced by Law 7 of January 9, 2006); • crimes against the person (Decree Article 25-quinquies , introduced by Law 228 of August 11, 2003 and illegal labor trafficking and exploitation - C.P. Art 603-bis - as per Law 199/2016);

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• market abuse (Decree Art. 25-sexies of the Decree and Art. 187-quinquies of the Consolidated Finance Act, per Law 62 of April 18, 2005); • negligence-based offenses committed in violation of accident-prevention laws and occupational health and safety laws (Decree Art. 25-septies , as per Law 123 of August 3, 2007); • money laundering (including self-laundering) and dealing in illicit goods (Decree Art. 25-octies , per Legislative Decree 231 of 21 November 2007); • copyright infringement (Art. 25-novies , per Law 99 of July 23, 2009); • inducement to omit statements or to make false statements to legal authorities (Art. 25-decies , as per Law 116 of August 3, 2009); • transnational crimes (Art. 10 of Law 146/2006); • environmental crimes (Art. 25-undecies , per Legislative Decree 121 of July 7, 2011 which implements European Directives 2008/99/EC, 2009/123/EC and 2005/35/EC; moreover, Law 68/2015, effective from May 29, 2015, introduced environmental pollution - C.P. Art. 452-bis ; Environmental Disasters - C.P. Art. 452 -ter ; negligence- based environmental crimes - Art. 452-quinquies and the trafficking and abandonment of highly radioactive material - Art. 452-sexies ); • employment of illegal aliens (Art. 25-duodecies , per Legislative Decree 109 of July 16, 2012 implementing European Directives 2008/99/EC, 2009/123/EC and 2005/35/EC); • crimes involving racism and xenophobia (Art 25 terdecies ). In addition, on December 29, 2017, Law 179 of November 30, 2017 ("whistleblowing law") came into effect, which instructs how to report crimes or irregularities in the public or private work environment, as per Legislative Decree 231/2001, Article 6. The Company has opted to set up a monocratic Supervisory Body to satisfy the requirements of autonomy, independence, professional qualifications and continuity of service in a scenario of broad agreement.

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7 Related party transactions Autostrada Brescia Verona Vicenza Padova S.p.A. is a subsidiary of A4 Holding S.p.A., parent to various companies operating in motorway construction and mobility. In the interest of economies of scale, there is much trade within the Group among the companies that assist the Operator with motorway maintenance, but IT support and the development of technologies used in the motorway business. Those companies are treated as related parties in accordance with IAS 24. The Group companies with which Autostrada Brescia Verona Vicenza Padova S.p.A. does business are as follows: • Abertis Infraestructuras S.A. : parent company in Spain performing management and coordination activities. • Abertis Italia S.r.l. : holding company based in Italy, manages investments in companies that operate in the motorway infrastructure sector and coordinates the technical, administrative, financial and business aspects of the investees. • A4 Holding S.p.A. : Italian parent company and supplier to the Operator of essential services supporting intergroup economies of scale. • A4 Trading S.r.l. : supplier of services to meet the needs of motorway and road users, under a specific agreement with the Operator. • A4 Mobility S.r.l. : design, development and maintenance of integrated traffic and safety solutions to benefit the local community, mostly in the Infomobility field, with an Intelligent Transportation System (ITS) approach assisting the Operator. • Globalcar Service S.p.A. : long-term car rental and sale of vehicles, including for the Operator's road fleet. • Serenissima Partecipazioni S.p.A. : primarily a sub-holding company in the real estate market. Intercompany works were assigned in compliance with the Public Procurement Code, Article 177, paragraph 1. See the Notes to the Financial Statements for details of assets, liabilities, income and costs involving related parties in 2018. Since November 1, 2018, the companies belonging to the Albertis Group have been considered related parties pursuant to the acquisition of the Albertis Group by the listed company Atlantia S.p.A. The companies that left the consolidation perimeter in 2017 are recognized as related parties up to the transfer date, specifically: Serenissima Costruzioni S.p.A. as of March 17, 2017 and Irideos Italia S.p.A. (formerly Infracom Italia S.p.A.) as of July 28, 2017.

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The following table is included for the purpose of transparency: STATEMENT OF FINANCIAL POSITION 2017 2018 Euro Euro Non-current sundry receivables and other assets Receivables due from affiliates 390,350 411,360 Globalcar Service S.p.A. 390,350 411,360 Non-current financial assets 4,742,290 5,936,913 Special-purpose vehicle BRE.BE.MI S.p.A. 4,742,290 5,936,913 Receivables due from parent companies 296,059 130,475 A4 Holding S.p.A. 296,059 130,475 Trade assets Trade receivables due from parent companies 25,227,261 28,929,178 A4 Holding S.p.A 25,227,261 28,929,178 Trade receivables due from associates 520,385 520,385 Pedemontana Veneta S.p.A. in liquidation 520,385 520,385 Trade receivables due from affiliates 6,047,178 95,463 A4 Mobility S.r.l. 79,951 66,118 A4 Trading S.r.l. 5,967,227 18,670 Globalcar Service S.p.A. - 10,675 Trade receivables due from other related parties - 44,352,578 Autostrade per l'Italia S.p.A. - 42,713,415 Argentea Gestioni S.c.p.a. - 747,450 Autogrill Italia S.p.A. - 394,942 Special-purpose vehicle BRE.BE.MI S.p.A. - 256,386 Pedemontana Veneta S.p.A. in liquidation - 240,385 Trade liabilities Trade payables due to parent companies 9,160,087 3,047,418 A4 Holding S.p.A 9,160,087 3,047,418 Trade payables due to affiliates 6,627,441 12,625,514 A4 Mobility S.r.l. 5,100,045 9,965,900 A4 Trading S.r.l. 1,394,859 1,616,956 Serenissima Partecipazioni S.p.A. 16,231 915,134 Globalcar Service S.p.A. 116,306 127,524 Trade payables due to other related parties - 795,717 Autostrade per l'Italia S.p.A. - 538,325 Argentea Gestioni S.c.p.a. - 117,056 Autogrill Italia S.p.A. - 63,309 Special-purpose vehicle BRE.BE.MI S.p.A. - 58,942 Telepass S.p.A. - 10,726 Società Autostrada Tirrenica per Azioni - 7,061 Raccordo Autostradale Valle d'Aosta S.p.A. - 298

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2017 2018 INCOME STATEMENT Euro Euro Revenue 4,194,876 4,139,111 Revenue from parent company 3,584,791 3,673,308 A4 Holding S.p.A 3,584,791 3,673,308 Revenue from associates and affiliates 610,085 159,097 A4 Trading S.r.l. 523,432 68,481 A4 Mobility S.r.l. 72,379 55,204 Globalcar Service S.p.A. - 35,412 Irideos S.p.A. (formerly Infracom Italia S.p.A.) 14,084 - Serenissima Costruzioni S.p.A. 190 - Revenue from other related parties - 306,706 Argentea Gestioni S.c.p.a. - 155,225 Autogrill Italia S.p.A. - 127,293 Autostrade per l'Italia S.p.A. - 19,143 Special-purpose vehicle BRE.BE.MI S.p.A. - 5,045 Operating expenses 39,581,472 43,511,248 Expenses incurred with parent company 11,196,462 11,409,667 A4 Holding S.p.A 11,101,462 11,409,667 Abertis Infraestructuras S.A. 95,000 - Expenses incurred with associates and affiliates 28,385,010 31,897,255 A4 Mobility S.r.l. 19,372,530 23,602,773 A4 Trading S.r.l. 5,255,620 4,900,134 Globalcar Service S.p.A. 3,328,575 3,340,322 Serenissima Partecipazioni S.p.A. 53,264 54,026 Serenissima Costruzioni S.p.A. 375,021 - Expenses incurred with other related parties - 204,326 Autostrade per l'Italia S.p.A. - 135,178 Autogrill S.p.A. - 51,893 Special-purpose vehicle BRE.BE.MI S.p.A. - 17,255

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8 Corporate governance and ownership report The Company's purpose is to promote, design, construct and/or operate motorways, including the Autostrada Brescia Verona Vicenza Padova and the Autostrada A31 Valdastico (both currently operated under concession), as well as contiguous or complementary infrastructure and public works granted under construction and/or management concessions in accordance with the law. In pursuit of that purpose, and as mentioned earlier in this Report, on March 20, 2015 the Company issued five-year notes totaling €600 million on the Irish Stock Exchange, of which notes totaling €200 million were repurchased in 2017. Pursuant to Article 123-bis of Legislative Decree 58 of February 24, 1998 and the rules for companies that have issued securities traded on official markets, the report on operations must include a specific section called the “Corporate governance and ownership report,” which in accordance with paragraph 2, letter b of the above Article describes “the main characteristics of risk management and internal audit systems as they relate to financial reporting, including consolidated accounts where applicable.” In pursuit of its business purpose and also for operations concerning the risk management and internal audit systems as they relate to financial reporting, the Company has a composite structure based on governance activities performed through the Board of Directors and the granting of specific powers to the Chairman, and through the General Manager by virtue of powers granted by the Board of Directors. The Company's organizational structure thus reflects the traditional administration and control model and is characterized by the presence of the Board of Directors, the central governance body with sole responsibility for running the business. Control is the responsibility of the Board of Statutory Auditors, while the independent auditors are in charge of the legally mandated audit of the financial statements. The General Meeting is the body that expresses the will of the shareholders, in the form of resolutions taken in accordance with the law and the by-laws. The General Meeting elects the Directors for a term not exceeding three years. The Board of Directors appoints the Chairman and General Manager, to whom the head of the Valdastico project, the head of Motorway Management and the head of Motorway Construction report. The Chairman represents the Company pursuant to the corporate by-laws (Art. 19, paragraph 1). In the Board of Directors' meeting of May 23, 2018, the Board assigned company representation powers to the General Manager. The control system has been defined according to two principles: the dissemination of controls at every level of the organizational structure, in keeping with assigned duties and responsibilities; and the sustainability of these controls over time so that they can be performed in an integrated manner compatible with operating needs. The control system is designed, instituted and maintained through a process of assessing risks, identifying controls, and evaluating the controls and the periodic reporting. Risk assessment is conducted according to a top-down approach that maps the management entities, processes and specific activities that are potential sources of unintentional error or fraud that might have a significant impact on financial disclosures. More specifically, the management entities falling within the control system are identified on the basis of their contribution to given balance sheet and Income Statement items (total assets, total debt, net revenue, profit before tax) as well as their relevance to specific processes and risks.

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Next, significant processes are identified on the basis of quantitative factors (processes that contribute to financial statement items by more than a given percentage of the profit before tax) and qualitative factors (complexity of accounting treatment, new developments or significant changes in business conditions, etc). The significant processes and activities are then mapped to risks, i.e. potential events that, if they occurred, could compromise the objectives of financial reporting controls (such as true and fair financial statements). The risks are assessed in terms of potential impact and likelihood of occurrence, using quantitative and qualitative criteria and assuming the absence of controls (inherent risk). For processes and risks found to be material, the appropriate controls are defined. The control system is structured to cover broad segments transversal to the entity, as well as individual processes. There are two kinds of process-level controls: specific controls, meaning manual or automated activities designed to prevent, identify or correct errors or irregularities that occur in the course of business operations; and pervasive controls, meaning structural aspects of the control system designed to promote, in general, the proper execution and control of operations (such as the separation of incompatible powers and the general monitoring of IT systems). The specific controls are determined through procedures that define both the performance of business processes and the “key controls” which, if absent or not implemented, would expose the Company to the risk of material error or fraud in financial reporting that would not be intercepted by other controls. Both segment- and process-level controls are monitored over time to make sure they are well designed and properly implemented; to that end, there are monitoring activities assigned to the managers in charge of the relevant processes/segments, and independent monitoring activities assigned to the Internal Audit department, which follows a pre- established plan agreed with the Board of Directors. The monitoring activities identify any shortcomings in the control system, which are assessed in terms of probability and impact on financial reporting and then classified as “deficiencies,” “material weaknesses” or “significant deficiencies.” The outcomes of the monitoring activities are written up in periodic reports on the state of the control system, using computerized systems to ensure the traceability of information on the adequacy of design and the effective implementation of controls. Control activities involve all levels of the organizational structure. Of particular importance in this context is the “risk owner,” who performs line monitoring by evaluating the design and implementation of the specific and pervasive controls and feeding the flow of reporting on monitoring activities. On September 18, 2008, the Board of Directors first approved the aforementioned “Corporate Liability Model pursuant to Legislative Decree 231/2001,” and formed the Supervisory Body currently comprised of one member, responsible for overseeing compliance with the Model. The Model is an instrument designed to prevent corporate criminal liability as governed by Legislative Decree 231/2001. In 2018, the Company began the update to the Company's “231 Model” in light of changes in the general organizational structure and the latest regulatory developments, leading to the Board of Directors' approval of a new Corporate Liability Model at their July 18, 2018 meeting. The Model undergoes a periodic review, arranged by a Board resolution. The new Model includes many “special sections” reflecting the crime categories specifically analyzed and identified as significant for the Company on the basis of the Control & Risk Self-Assessment performed. The special sections identify the crimes that have to be prevented, “sensitive” activities and processes (where a crime could theoretically be committed), the policies and rules of

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 40

organization and management, and the internal controls set up to prevent crime. The Group's Code of Ethics states the principles that must be followed to prevent the unlawful conduct contemplated in Legislative Decree 231/2001, and so it is relevant for and supplements the 231 Model. As an issuer of securities traded on a regulated market of the European Union, the Company is subject to the provisions of Directive 2004/109/EC (the Transparency Directive). Having chosen as its member state of origin the country where its securities are listed, the Company must comply with the national legislation which incorporates the Directive in that state.

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 41

9 Significant regulatory events As part of its core activity as a motorway operator, the Company continued to follow through with the investment commitments stated in the 2007 plan, as updated in the Business Plans officially filed with the Grantor. Since May 3, 2012, when the Company began to file with the Grantor, the Company has presented a continuous series of Business Plan updates (2012, 2013, 2014, 2015, 2016) to initiate the contractual update of the 2007 five-year Business Plan, whose regulatory period (2008-2012) has expired. In such scenario, it continued to follow through with the commitments stated in the 2007 plan, as updated in the Business Plans officially filed with the Grantor. It should be recalled that, on the basis of the “outcome of the August 10, 2016 meeting” published on the CIPE's website, the Committee “expressed a favorable opinion, with observations and recommendations” on the update to the Company's Business Plan. With the Resolution of March 3, 2017 (published in the Gazzetta Ufficiale on July 31, 2017), CIPE issued its “Opinion on the proposed supplement to the Concession Agreement signed on July 9, 2007 by ANAS S.p.A. and Società Autostrada Brescia-Padova S.p.A. and update to the business plan." The Company provided feedback concerning the method of calculating WACC and various aspects of the proposed supplement. During the same year CIPE also issued Resolution 68 of August 7, 2017, "Update to the economic regulation of motorway concession holders pursuant to Resolutions 39 of June 15, 2007 and 27 of March 21, 2013," which was filed with the Corte dei Conti (State Audit Court) on January 19, 2018 and was then published in the Gazzetta Ufficiale on January 24, 2018. On March 29, 2018 the Company stipulated the first supplement to the 2007 Concession Agreement (with the related business plan) with the Grantor, which through subsequent administrative steps issued the related Interministerial Decree, n. 264, on May 15, 2018. Decree 264 was submitted to the State Audit Court on May 31, 2018 for registration. On June 28, 2018 the State Audit Court returned the Decree, which was not registered due to technical flaws regarding the digital signature. On July 18, 2018 the Company again stipulated the same supplement with the proper digital signature. The Company is currently awaiting conclusion of the approval process of the Interministerial Decree for the supplement. As mentioned above, given the uncertainty as to the coming into force of the new Business Plan, as of this writing the 2007 concession agreement remains formally in place. Nevertheless, the Company has proceeded with planned investments of sizable economic impact, on the basis of a plan that has been revised and redefined from the 2007 version, now considered the basis for multiple updates including the latest one agreed with the relevant ministries (Infrastructure & Transport and Finance) and officially filed with the Grantor in March 2016. During the year, more than €9.4 million was invested in assets that will revert to the Grantor (€13.2 million in 2017), mostly concerning the Montecchio toll gate, the Valdastico Sud motorway and contributions for the Valtrompia section. For further details, see the section of the notes on intangible assets (revertible assets). The Valdastico Nord project is strategically significant for the Company and is so important to the national interest that it is covered by the procedures laid down in the Italian Infrastructure Act ("Legge Obiettivo").

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 42

It is part of the Trans-European Transport Networks (TEN-T/Comprehensive network), given that it will improve the link from the Mediterranean Corridor to the Scandinavian- Mediterranean Corridor. On the basis of the complete preliminary plans, with Resolution 21 of March 18, 2013, CIPE approved the first 18-km functional lot between Piovene Rocchette and Valle d’Astico (all within the Veneto region). The definitive plans were then drafted and the approval process began on July 11, 2017, entailing conventional approval by the concession Grantor (Ministry of Infrastructure and Transport) in addition to special approvals as part of the TEN-T project and as required for strategic infrastructure. Various decisions have been issued (including compliance checks by the Higher Council for Public Works, the Permanent Tunnels Commission, and the Environment Ministry) and the Company is exerting steady, constructive pressure on the government to have the approval phase completed quickly. On January 21, 2019, with Decision no. 499-2019 the Council of State reversed CIPE Resolution no. 21 of March 18, 2013, ruling that it was irrational and illogical to approve plans for an initial lot that is functional to a larger work. The Company does not believe this will affect the approval process because the preliminary plans, whose approval was reversed, date to 2012 and are no longer representative of the project and its recent developments. Regarding the second and final lot, located primarily in Trentino, the Company has produced all of the technical documents necessary for adopting the decisions of MIT, the Veneto Region and the Province of Trento as defined by CIPE Resolution no. 55 of August 6, 2015, the "Joint Committee," and the "Steering Group" that were subsequently formed with representatives from those entities. The documents obtained the positive assessment of the three entities during the final Steering Group meeting of October 15, 2018, as stated in the minutes signed by the participants. It is now up to the Province of Trento to conduct the Strategic Environmental Assessment so that the project can be included in the provincial urban plan and the Company can step up the planning phase. The establishment of the Joint Committee and the related agreements were acknowledged at the CIPE meeting of August 10, 2016, which definitively clarified that the agreements are sufficient for purposes of Art. 4.2 of the Agreement.

10 Research and development The Company did not carry out any research and development activities.

11 Number and par value of treasury shares owned The Company does not own any treasury shares and did not buy or sell any treasury shares during the year.

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 43

12 Risk and uncertainty management The Company is potentially exposed following financial risks in its business activities: • “liquidity risk” deriving from the lack of sufficient financial resources to fund the operating activities and to meet the obligations assumed; • “interest rate risk” deriving primarily from exposure to interest rate fluctuations. Liquidity risk Liquidity risk consists of the possibility that the available financial resources could be inadequate for settling obligations on time. The Company has implemented a procedure aimed to contain costs and to facilitate the access to sources of sufficient funding to satisfy the planned financial needs, taking into account its ability to generate cash flows, the extensive diversification of funding sources and the availability of credit lines. Interest rate risk In the course of its business activity, the Company is exposed to fluctuations of interest rates, mainly with respect to banks. This risk is managed with the following main objectives: • defend Business Plan targets from the effects of exposure to interest rate risk, by identifying the most financially advantageous interest rate; • pursue a potential reduction in the cost of debt within the risk limits set by the Board of Directors; • manage any financial derivatives, taking into account the impact on the financial statements that they could have due to their classification and accounting treatment. No derivatives to hedge interest rate risk were in place at the reporting date. The potential impact of such risk is low due to the temporary lack of medium/long-term loans that, if raised, could be managed with hedges against interest rate risk. Interest rate risk is also associated with the uncertainty produced by the interest rate trend, and is presented as a cash flow risk, or the presence of assets and liabilities with cash flows indexed at a market interest rate.

13 Outlook Despite a weak economy in Italy, traffic forecasts suggest that volumes will be up to par with those of 2018.

2018 Report on Operations – Autostrada Brescia Verona Vicenza Padova S.p.A. 44 Annex 1 – Investment plan as per concession arrangements as required by Ministry of Infrastructure and Transportation protocol n. SVCA-MIT-0001793 of January 29, 2018

Planned agreement data Expenditure to date as at Dec. 31, 2017 2018 expenditure Expenditure to date as at Dec. 31, 2018

Reference to Total gross Total net Amounts Amounts Amounts Agreement Investment expenditure approved amount of Works Finance costs Total Works Finance costs Total Works Finance costs Total available available available Art. 2 amount Agreement

Euro Euro Euro Euro Euro Euro Euro Euro Euro Euro Euro Euro Euro Euro

Art. 2.1 A4 Brescia-Padua - 27,029,015 435,425,235 - 462,454,250 311,388 425,811 - 737,199 27,340,402 435,851,045 - 463,191,447

Art. 2.1 A31 Tronco Vicenza to Piovene KM 36.4 - - 99,645,209 - 99,645,209 - 62,000 - 62,000 - 99,707,209 - 99,707,209

Connection of Verona and Vicenza southern Art. 2.1 - 18,752,347 82,292,278 - 101,044,625 - - - - 18,752,348 82,292,278 - 101,044,626 bypasses - northern Padua bypass

State Road 11 deviation connecting Lonato to Art. 2.1 - 3,960,658 2,142,278 - 6,102,936 - - - - 3,960,658 2,142,278 - 6,102,936 Desenzano exit

Total Art. 2.1 49,742,020 619,505,000 669,247,020 311,388 487,811 - 799,199 50,053,408 619,992,810 - 670,046,218

Construction of southern Vicenza bypass on the A4 Art. 2.2 a) - 74,269,225 24,961,756 - 99,230,981 - - - - 74,269,225 24,961,756 - 99,230,981 Bs-Pd

Construction of noise barriers on the A4 Brescia- Art. 2.2 b) - 15,542,079 1,525,282 - 17,067,361 - - - - 15,542,079 1,525,282 - 17,067,361 Padua in Verona-Vicenza-Padova provinces - Lot B

Construction of noise barriers on the A4 Brescia- Art. 2.2 c) - 13,561,785 565,880 - 14,127,665 - - - - 13,561,785 565,880 - 14,127,665 Padua in Verona-Vicenza-Padova provinces - Lot C

Construction of new Verona Est service station on Art. 2.2 d) - 6,336,858 3,656,845 - 9,993,703 - - - - 6,336,858 3,656,845 - 9,993,703 the A4 BS-PD Alignment of connections between Verona Est service station, ordinary roads, the southern Verona Art. 2.2 e) - 9,520,190 3,081,560 - 12,601,750 - - - - 9,520,190 3,081,560 - 12,601,750 bypass and the link road connecting to State Road 11 along the A4 Brescia-Padua Construction of new Soave exit on the A4 Brescia- Art. 2.2 f) - 16,136,267 10,074,272 - 26,210,539 - - - - 16,136,267 10,074,272 - 26,210,539 Padua and connections to existing roads Construction of new Alte Montecchio service station and maintenance center on the A4 Brescia-Padua Art. 2.2 g) and connections to State Road 500 "of Lonigo", - 25,152,728 24,781,497 - 49,934,225 - (1,608,168) - (1,608,168) 25,152,728 23,173,329 - 48,326,057 State Road 11 "Padana Superiore", new State Road 246 "of Recoaro" and local roads Construction on the A4 Brescia-Padua of upgrades connecting the Vicenza Ovest service station with Art. 2.2 h) - 9,437,298 2,382,530 - 11,819,828 - - - - 9,437,298 2,382,530 - 11,819,828 State Road 11, "Padana Superiore", State Road 46 "del Pasubio" and the Ponte Alto parking lot Grisignano di Zocco (VI) exit on the A4 Brescia- Padua Construction Work to align ordinary roads Art. 2.2 i) - 2,652,665 725,398 - 3,378,063 - - - - 2,652,665 725,398 - 3,378,063 with State Road 11 (Padana Superiore) in the Grisignano di Zocco and Mestrino municipalities

Art. 2.2 j) Valdastico A/31 Sud-Nord motorway - 938,749,932 279,399,389 - 1,218,149,321 847,886 6,331,747 - 7,179,633 939,597,817 285,731,136 - 1,225,328,953

Art. 2.2 k) Northern Padua bypass - construction of 3rd lot - 24,576,244 14,012,385 - 38,588,629 - - - - 24,576,244 14,012,385 - 38,588,629

Construction of new Castelnuovo del Garda service Art. 2.2 l) - 1,492,337 1,321,597 - 2,813,934 - 209,610 - 209,610 1,492,337 1,531,207 - 3,023,544 station on the A4 Brescia-Padua Eastern Verona bypass - Adjustment and completion of Eastern Verona bypass between Art. 2.2 m) - 15,573,203 1,748,246 - 17,321,449 - - - - 15,573,203 1,748,246 - 17,321,449 former Provincial Road 6 and State Road 11 "Padana Superiore"

Report on Operations – December 31, 2018 – Autostrada Brescia Padova S.p.A. 45 Annex 1 – Investment plan as per concession arrangements as required by Ministry of Infrastructure and Transportation protocol n. SVCA-MIT-0001793 of January 29, 2018

Planned agreement data Expenditure to date as at Dec. 31, 2017 2018 expenditure Expenditure to date as at Dec. 31, 2018 Reference to Agreement Investment expenditure Total gross Total net Amounts Amounts Amounts Art. 2 approved amount of Works Finance costs Total Works Finance costs Total Works Finance costs Total available available available amount Agreement Overhaul of roads at Verona interchange and Art. 2.2 n) - - 853,100 - 853,100 - 25,473 - 25,473 - 878,573 - 878,573 connection to southern Verona bypass Construction of road connection between Padova Ovest exit on the A4 Brescia-Padua, State Road 47 Art. 2.2 o) (Valsugana) and provincial Road 94 (Contarina) - 31,691,554 10,583,903 - 42,275,457 - - - - 31,691,554 10,583,903 - 42,275,457 north of the town of Limena in the Padua province. Limena bypass Construction north of the city of Verona connecting the end of the eastern bypass to the western axis, Art. 2.2 p) - - 741,183 - 741,183 - - - - - 741,183 - 741,183 including the link road to the southern bypass at the State Road 434 interchange Installation of noise barriers - 1st Brescia- Art. 2.2 q) Sommacampagna section along the A4 Brescia- - 13,863,744 913,054 - 14,776,798 - - - - 13,863,744 913,054 - 14,776,798 Padua

Art. 2.2 r) Installation of noise barriers on the A31 Valdastico - 11,531,428 712,913 - 12,244,341 - - - - 11,531,428 712,913 - 12,244,341

New link connecting southern Vicenza bypass with Art. 2.2 s) - - 155,323 - 155,323 - - - - - 155,323 - 155,323 Arcugnano and Altavilla

Art. 2.2 t) Provincial Road 46 deviation in Vicenza province - - 2,239,914 - 2,239,914 - 1,000,000 - 1,000,000 - 3,239,914 - 3,239,914

Art. 2.2 u) Redevelopment of roads around the A31 Thiene exit - 1,035,574 238,542 - 1,274,116 - 22,816 - 22,816 1,035,573 261,358 - 1,296,931

Feeder road expansion of A31 Vicenza nord exit Art. 2.2 v) - - 6,985 - 6,985 - - - - - 6,985 - 6,985 (Via A. Moro)

Total Art. 2.2 1,211,123,111 384,681,554 - 1,595,804,665 847,886 5,981,478 - 6,829,364 1,211,970,995 390,663,032 - 1,602,634,027

Total Art. 2.1 + Art. 2.2 1,260,865,131 1,004,186,554 - 2,265,051,685 1,159,274 6,469,289 - 7,628,563 1,262,024,403 1,010,655,842 - 2,272,680,245

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Revertible equipment - - 60,177,383 - 60,177,383 - 13,832 - 13,832 - 60,191,215 - 60,191,215

Technical constr. costs - expropriations - - - 44,241,205 - 44,241,205 - - - - - 44,241,206 - 44,241,206 admin. costs (Monetary revaluation)

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Total revertible assets 1,260,865,131 1,108,605,142 - 2,369,470,273 1,159,274 6,483,121 - 7,642,395 1,262,024,403 1,115,088,263 - 2,377,112,666

Report on Operations – December 31, 2018 – Autostrada Brescia Padova S.p.A. 46

FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2018

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 47

STATEMENT OF FINANCIAL POSITION ASSETS (in Euros) Note YEAR YEAR Dec. 31, 2017 Dec. 31, 2018 Property, plant and equipment 1 688,114 1,546,529 Property, plant and equipment 688,114 1,546,529 Assets under finance leases - - Investment property - -

Intangible assets 2 824,982,490 744,389,317 Concession rights 824,765,570 744,017,048 Intangible assets with indefinite useful - - lives Other intangible assets 216,920 372,269

Equity investments 3 26,799,807 26,799,807 Subsidiaries - - Associates 1,915,600 1,915,600 Other equity investments 24,884,207 24,884,207

Non-current financial assets 4 4,669,740 4,429,071 Financial receivables 4,669,740 4,429,071 Other financial assets - -

Non-current sundry receivables and 5 2,805,841 2,203,723 other assets

Deferred tax assets 74,058,669 76,328,210

TOTAL NON-CURRENT ASSETS 934,004,661 855,696,657

CURRENT ASSETS Trade assets 7 119,710,506 117,046,472 Inventories 513,195 424,347 Work in progress on orders - - Trade receivables 117,224,822 114,376,798 Other trade assets 1,972,489 2,245,327

Current financial assets 8 - -

Current tax assets 9 4,630 1,364,514

Other current assets 10 1,420,298 637,166

Cash and cash equivalents 11 95,089,152 205,192,659

Assets held for sale 12 - -

TOTAL CURRENT ASSETS 216,224,586 324,240,811

TOTAL ASSETS 1,150,229,247 1,179,937,468

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 49

STATEMENT OF FINANCIAL POSITION EQUITY AND LIABILITIES (in Euros) Note YEAR YEAR Dec. 31, 2017 Dec. 31, 2018

EQUITY 13 Equity 490,734,976 538,105,775 Issued capital 125,000,000 125,000,000 Reserves and retained earnings 315,134,450 331,121,188 Profit/(loss) for the year 50,600,526 81,984,587

TOTAL EQUITY 490,734,976 538,105,775

NON-CURRENT LIABILITIES Employee benefits 14 17,683,089 16,865,315

Provisions for risks and charges 15 119,078,264 112,179,760

Non-current financial liabilities 16 401,207,124 404,543,346 Loans 396,464,834 398,052,997 Other financial liabilities 4,742,290 6,490,349

Deferred tax liabilities 17 939,874 475,827

Other non-current liabilities 18 3,174,138 4,490,180

TOTAL NON-CURRENT LIABILITIES 542,082,489 538,554,428

CURRENT LIABILITIES Employee benefits 19 1,297,371 644,968

Provisions for risks and charges 20 30,366,087 33,553,017

Current financial liabilities 21 7,444,599 7,444,599 Due to banks - - Other borrowings 7,444,599 7,444,599

Trade liabilities 22 56,756,723 52,033,321 Trade payables 56,756,723 52,033,321 Work in progress on orders - -

Current tax liabilities 23 2,773,456 753,849

Other current liabilities 24 18,773,546 8,847,511

Liabilities held for sale 25 - -

TOTAL CURRENT LIABILITIES 117,411,782 103,277,265

TOTAL EQUITY AND LIABILITIES 1,150,229,247 1,179,937,468

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 50

INCOME STATEMENT (in Euros) Note YEAR YEAR 2017 2018

REVENUE 26 Toll revenue 387,797,861 401,039,012 Construction service revenue 13,290,829 9,600,473 Other revenue 10,270,041 12,725,919 Total Revenue 411,358,731 423,365,404

EXPENSES

Operating Expenses 27 Raw and ancillary materials, consumables and (1,552,927) (1,447,487) goods Services (112,994,346) (116,635,363) Use of third-party assets (3,435,118) (3,367,360) Cost of personnel (48,787,236) (43,379,024) Other operating expenses (54,046,616) (55,368,174) Gains/(Losses) on disposals of fixed assets - 23,577 Total operating expenses (220,816,243) (220,173,831)

Depreciation, amortization, provisions and 28 impairment losses Depreciation of property, plant and (191,189) (177,587) equipment Amortization of concession rights (87,381,521) (88,390,916) Amortization of other intangible assets (54,849) (85,564) Depreciation of assets under finance leases - - Allocations to/use of provisions for risks and 4,544,214 13,682,499 charges Impairment (losses)/reversals - - Total depreciation, amortization and (83,083,345) (74,971,568) impairment losses

Total expenses (303,899,588) (295,145,399)

NET OPERATING INCOME 107,459,143 128,220,005 INCOME AND COSTS FROM FINANCING 29 ACTIVITIES Financial income 179,450 683,805 Other income from financing activities 36,534 - Finance costs (34,365,855) (17,884,452) Other expenses from financing activities (1,729,400) - Capitalized finance costs - - Total income/(costs) from financing activities (35,879,271) (17,200,647)

PROFIT BEFORE TAX 71,579,872 111,019,358

TAX EXPENSE AND INCOME 30 Current taxes (24,529,610) (28,991,237) Deferred tax income/expense 3,550,264 (43,534) Total tax (expense)/income (20,979,346) (29,034,771)

PROFIT/(LOSS) FROM CONTINUING 50,600,526 81,984,587 OPERATIONS

DISCONTINUED OPERATIONS 31 Profit/(loss) from discontinued operations after - - taxes

PROFIT/(LOSS) FOR THE YEAR 50,600,526 81,984,587

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 51

STATEMENT OF COMPREHENSIVE INCOME (in Euros)

Note YEAR YEAR 2017 2018

Profit/(loss) for the year A 50,600,526 81,984,587

Items that will not be reclassified subsequently to profit or loss:

Gains/(losses) on actuarial valuation of employee benefits 13 438,807 86,210

Total other gains/(losses), net of taxes B 438,807 86,210

Total comprehensive income A + B 51,039,333 82,070,797

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 52

STATEMENT OF CHANGES IN EQUITY (in Euros) Other reserves Restricted Reserves for Restricted Share extraordinary Extraordinary repair and First-time Share Legal Other Extraordinary reserve for Other Actuarial Retained Profit/(loss) premium reserve for reserve for replacement adoption Total capital reserve reserves reserve maintenance reserves reserve earnings/(losses) for the year reserve delayed fines of road reserve differences investments infrastructure Dec. 31, 2016 125,000,000 315,898,864 9,145,350 32,400,000 70,000 75,891,963 (1,550,256) 38,682,000 (85,928,428) 59,565,279 (5,789,589) (74,012,232) - 52,361,215 482,168,887

Reclassification of previous annual profit 2,618,061 7,743,154 7,743,154 (10,361,215) -

Dividends (42,000,000) (42,000,000)

Comprehensive income for the year 438,807 438,807

Profit/(loss) for the year 50,600,526 50,600,526

Rounding off

Dec. 31, 2017 125,000,000 315,898,864 11,763,411 32,400,000 70,000 75,891,963 6,192,898 38,682,000 (85,928,428) 67,308,433 (5,350,782) (74,012,232) - 50,600,526 491,208,220

IFRS 9 - first-time adoption (473,243)

Balances restated at January 1, 2018 125,000,000 315,898,864 11,763,411 32,400,000 70,000 75,891,963 6,192,898 38,682,000 (85,928,428) 67,308,433 (5,350,782) (74,012,232) (473,243) 50,600,526 490,734,977

Reclassification of previous annual profit 13,236,589 - 2,663,937 (15,900,526) -

Reclassification of reserves 38,682,000 (38,682,000) - -

Dividends - (34,700,000) (34,700,000)

Comprehensive income for the year - 86,210 86,210

Profit/(loss) for the year - 81,984,587 81,984,587

Rounding off 1 1 1

Dec. 31, 2018 125,000,000 315,898,864 25,000,000 32,400,000 70,000 75,891,963 44,874,899 - (85,928,428) 67,308,434 (5,264,572) (74,012,232) 2,190,694 81,984,587 538,105,775

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STATEMENT OF CASH FLOWS (in Euros)

NOTE 2017 2018 PROFIT/(LOSS) FOR THE PERIOD 50,600,526 81,984,587 adjusted by transactions that did not affect liquidity: Depreciation and amortization 28 87,627,559 88,654,068 Gains/Losses on disposals 8,833,401 - Allocation to prov. for repair and replacement of road infrastructure 17,663,699 25,169,847 Use of/allocation to other provisions 28 (3,031,862) (14,659,228) Self-financing of operating activities (1) 161,693,323 181,149,274

Change in working capital 52,369,362 43,818,292 Change in other current receivables and payables (6,583,567) (11,432,775) Income taxes paid (31,724,610) (30,219,723) Change in tax assets/liabilities 6,008,567 (2,489,005) - - Other changes from/for operating activities (2) 20,069,752 (323,211)

A) Net cash from/(used in) operating activities (1+2) 181,763,075 180,826,063

Property, plant and equipment 1 (93,664) (1,036,003) Intangible assets 2 (7,551,252) (7,883,307) Concession assets - IFRIC 12 15 (17,334,793) (19,298,399) Non-current/current financial assets 31 (794,476) 842,787 B) Net cash from/(used in) investing activities (25,774,185) (27,374,922)

C) Net cash from/(used in) core activities (A+B) 155,988,890 153,451,141

Bond notes 16 (199,959,000) - Other non-current/current financial liabilities - 1,144,125 Other non-current payables (1,611,472) (183,958) Interest expense paid (29,214,929) (10,291,606) Interest income received 215,983 683,805 Shareholder contributions/(Dividends) 13 (42,000,000) (34,700,000) D) Net cash from/(used in) financing activities (272,569,418) (43,347,634)

E) Net cash generated /(used) in the period (C+D) (116,580,528) 110,103,507

Cash and cash equivalents/(indebtedness) at beginning of period 211,669,680 95,089,152 Net cash generated/(used) in the period (116,580,528) 110,103,507 CASH AND CASH EQUIVALENTS /(INDEBTEDNESS) AT END OF PERIOD 95,089,152 205,192,659

Cash and cash equivalents 11 95,089,152 205,192,659 Current liabilities with banks (overdrafts) 21 - - CASH AND CASH EQUIVALENTS /(INDEBTEDNESS) AT END OF PERIOD 95,089,152 205,192,659

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 54

GENERAL INFORMATION

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GENERAL INFORMATION

Autostrada Brescia Verona Vicenza Padova S.p.A. is a joint-stock company with registered offices at Via Flavio Gioia 71 in Verona, Italy. It is wholly owned by A4 Holding S.p.A., parent of the A4 Holding Group. The Company operates in northeastern Italy as an Operator of motorways under concession .

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FORM AND CONTENT OF THE FINANCIAL STATEMENTS

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FORM AND CONTENT OF THE FINANCIAL STATEMENTS

These financial statements have been prepared on a going concern basis, since significant doubt does not exist in this respect, following the International Financial Reporting Standards (also “International Accounting Standards” or “IFRS”) issued by the International Accounting Standards Board (IASB) and adopted by the European Union with Regulation 1606 of July 19, 2002 (published on September 11, 2002). Because in 2015 it issued debt securities for trading on the official Irish market, Autostrada Brescia Verona Vicenza Padova S.p.A. is required to present IFRS-compliant financial statements starting with the first set drawn up after December 31, 2014. Therefore, the financial statements for the year ended December 31, 2015 were the first prepared in accordance with IFRS and, in particular, with IFRS 1 (“First-time adoption of International Financial Reporting Standards”). The current financial statements were authorized for publication by the Board of Directors on March 19, 2019. The financial statements comprise the Statement of Financial Position, the Income Statement, the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Cash Flows and the Notes. The Statement of Financial Position is divided into current and non-current items, the Income Statement is structured by type of entry, and the Statement of Cash Flows is presented following the indirect method. For the sake of consistency with the layout used by the parent, Abertis Infraestructuras S.a., and to provide a full view of the investments made in motorway infrastructure, in the reporting period the uses of the provisions for the repair and replacement of motorway infrastructure (IFRIC 12) were included in investing activities; for comparative purposes the prior year's Statement of Cash Flows was restated. • Significant accounting policies Items are valued at historical cost, with the exception of those that have to be measured at fair value in accordance with IFRS. • Functional currency and presentation The financial statements are prepared in euros, the Company's functional currency. All amounts are rounded to the nearest euro unless otherwise stated. • Estimates and assumptions In accordance with IFRS, preparation of the financial statements requires estimates and assumptions that are reflected in the carrying amounts of assets and liabilities and in the disclosures provided in the notes, including with reference to contingent assets and liabilities outstanding at the end of the period. Such estimates and assumptions are used, in particular, to determine depreciation and amortization, impairment losses, provisions, employee benefits, the fair value of financial assets and liabilities, and deferred tax assets and liabilities. Actual results may differ. The estimates and assumptions are regularly revised and updated and all effects of such changes are reflected immediately in the financial statements.

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SIGNIFICANT ACCOUNTING POLICIES

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SIGNIFICANT ACCOUNTING POLICIES The accounting standards reported below have been applied uniformly to all periods presented in the financial statements.

Property, plant and equipment

Property, plant and equipment are recognized at cost, including any directly attributable ancillary expenses and finance costs incurred during the asset's construction. In accordance with IFRS 1, the carrying amount of some property, plant and equipment includes revaluations carried out on the basis of specific laws prior to first-time adoption of IFRS, as they are held to be part of the asset's fair value. The cost of assets whose use is limited in time is amortized on a straight-line basis over the asset's estimated useful life, starting from the date it is available for use. The depreciation rates are as follows: - buildings 4% - plant and machinery 15-20% - industrial and commercial equipment 15-20% - other non-revertible assets 15%-20% Land, whether free of construction or as the grounds of civil or industrial buildings, is not depreciated since it has an unlimited useful life. Property, plant and equipment undergo impairment testing whenever there are specific indicators that their carrying value may be overstated. Property, plant and equipment held under finance leases, through which the Company has substantially assumed the risks and rewards of ownership, are recognized as Company assets at their value when initially leased or, if lower, at the present value of minimum lease payments including any end-of-lease purchase option. The corresponding debt to the lessor is listed under financial payables. Depreciation is charged on a straight-line basis at the rates listed above, unless the duration of the lease is shorter than the useful life represented by those rates and it is not reasonably certain that ownership of the goods will be transferred when the lease expires; in this case, the depreciation period coincides with the duration of the lease. Depreciation is calculated on the basis of the asset's useful life. The lease payment is split into the financial component, recognized as a finance cost in the Income Statement, and the repayment of principal, which is deducted from the amount due to the lessor. Leases in which the lessor substantially retains the risks and rewards associated with ownership of the assets are classified as operating leases. Operating lease costs are charged to the Income Statement on a straight-line basis over the term of the leasing contract. Investment property, consisting of land or buildings held for appreciation of the invested capital, is valued at cost.

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Intangible assets

Intangible assets that will revert to the Grantor are governed by a 2006 IASB interpretation, IFRIC 12, which deals with the accounting of service concession arrangements. IFRIC 12 describes the proper recognition and measurement of concession arrangements between a public entity and a private entity, with a particular emphasis on the recognition of revertible assets, the operation of such assets and the obligation to maintain and restore them before they revert to the grantor. In return for the construction and/or upgrade services provided by the operator, the grantor gives the operator consideration to be recognized at fair value. This consideration may be rights to: a) a financial asset (the financial asset model); b) an intangible asset (the intangible asset model). The financial asset model is applied to the extent that the operator has an unconditional contractual right to receive contractually guaranteed cash payments for the construction services rendered, regardless of the extent to which the public uses the service. Under the intangible asset model, on the other hand, in return for the construction and/or upgrade services provided, the operator receives the right to charge users of the public service. Therefore, the cash received by the operator is not guaranteed by the grantor, but is contingent on the extent to which the public uses the service, thus resulting in the operator’s exposure to demand risk. This is the risk that cash flows generated by the right to charge users of the public service will not be sufficient to recover the operator’s investment. If the operator is paid for the construction and upgrade services partly by a financial asset and partly by an intangible asset, a hybrid of the two models is used. In this case, it is necessary to account separately for the financial asset and intangible asset components of the consideration. IFRIC 12 requires the operator to first calculate the financial asset component and then the intangible asset for the remainder (with respect to the value of the construction and/or upgrade services rendered). The intangible asset model applies to the concession contract held by Autostrada Brescia- Padova S.p.A., because the Concession Agreement in force, which governs the relationship between Grantor and Operator, includes agreements for the construction of infrastructure, the operation of existing infrastructure and its expansion or improvement, in return for which the Operator receives additional economic benefits. Amortization of the intangible asset consisting of the rights acquired under the concession agreement is governed by IAS 38 (Intangible assets), in a manner reflecting the pattern of economic benefits deriving from use of the infrastructure. On that basis, the intangible asset is amortized across the duration of the concession agreement, using a method that reflects the expected pattern of consumption of the economic benefits embodied in the asset. IFRIC 12 is mandatory in Italy for financial periods beginning on or after January 1, 2010.

Other intangible assets are valued at cost. To be capitalized in accordance with international standards, these assets must be identifiable and likely to produce future economic benefits for the Company, and their cost must be reliably measurable. They are grouped into two categories: “Intangible assets with indefinite useful lives” and “Intangible assets with finite useful lives.” Assets with indefinite useful lives undergo impairment testing at least once a year, and whenever events occur that suggest a decline in value. Impairment testing involves estimating the asset's recoverable amount (the higher of estimated market value, net of costs to sell, and value in use) and comparing it with the net carrying amount. If the latter is higher, the asset is written down to its recoverable amount.

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Assets with finite useful lives are amortized from the date they are available for use, on the basis of residual life. The amortization periods of intangible assets are as follows: - patents and intellectual property rights 10 years - licenses and brands 3-5 years - other intangible assets 5-10 years

Equity investments in subsidiaries and associates

Equity investments in subsidiaries and associates are recognized at cost less any impairment. The positive difference, at the time of the acquisition, between the purchase cost and the Company's share of equity at present values is therefore included in the carrying amount of the investment. Equity investments in subsidiaries and associates undergo impairment testing every year, or more frequently if necessary. If there is evidence of a loss in value, an impairment loss in recognized in the Income Statement. If the Company's share of any losses of a subsidiary or associate exceeds the carrying amount of the investment, and the Company has the obligation or intention to cover such losses, the value of the investment is reduced to zero and the Company's portion of further losses is recognized as a provision under liabilities. If the loss in value is subsequently reversed or reduced, the impairment loss is likewise reversed up to an amount not exceeding cost.

Other equity investments

Equity investments in other companies, classified as financial instruments available for sale as defined by IAS 39, are initially recognized at cost determined as of the settlement date as it is held to represent fair value, including directly attributable transaction costs. Subsequently, these investments are carried at fair value and the effects flow into a separate equity reserve. When an investment is sold or an impairment loss is recognized, the accumulated gains and losses previously charged to equity are released to profit or loss. The risk of losses in excess of the carrying value of the investment is provided for to the extent that the investor has undertaken to satisfy legal or constructive obligations vis-à- vis the company or in any case to cover its losses. If fair value cannot be reliably determined, the investment is valued at cost adjusted for impairment and the effect is recognized in profit or loss.

Financial assets

Upon acquisition, financial assets held to maturity are recognized at cost plus any directly attributable transaction costs (commissions, advisory fees, etc.). They are subsequently carried at amortized cost using the effective interest method. Financial assets held for sale are listed under non-current assets and measured at fair value as of the reporting date, with the resulting gains and losses recognized in equity, except for impairment losses and foreign exchange losses which are taken to the Income Statement. Financial assets held for trading are listed at cost, represented by the fair value of the initial consideration paid. Subsequently, any gains and losses arising from fair value changes are taken to profit or loss. If fair value cannot be reliably determined, the asset is measured at cost less any impairment.

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Financial receivables are initially recognized at fair value and are subsequently stated at amortized cost, using the effective interest rate method, net of provisions for doubtful accounts. The impairment rate is determined on the basis of estimated future cash flows

Impairment testing

At the close of the year, the carrying amounts of property, plant and equipment, intangible assets, financial fixed assets and equity investments are tested to determine whether there are indications of a loss in value. If so, the recoverable amount of the assets is estimated to determine the impairment loss. For any intangible assets with indefinite useful lives and for those under development, impairment testing is performed at least once a year regardless of whether any events have occurred to suggest a decline in value, or more frequently if events or changed circumstances imply the likelihood of impairment. Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs. Impairment testing involves estimating the asset's recoverable amount (the higher of estimated market value, net of costs to sell, and value in use) and comparing it with the net carrying amount. If the latter is higher, the asset is written down to its recoverable amount. In measuring value in use, estimated future pre-tax cash flows are discounting using the pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognized separately in the Income Statement. If the reasons for impairment cease to apply, the impairment losses are reversed, except in the case of goodwill and equity financial instruments valued at cost whose fair value cannot be reliably determined.

Inventories and contract work in progress

Inventories of raw and ancillary materials, consumables, semi-finished and finished products, and goods are valued at the lower of purchase or production cost (determined according to weighted average cost) and market value, which is defined as replacement cost for purchased materials and estimated realizable value for finished and semi-finished products, taking account of any manufacturing costs or direct selling expenses still to be incurred. Cost includes the portion of ancillary expenses and direct and indirect production costs that can be reasonably attributed to the inventories. Obsolete and slow-moving inventories are written down according to the likelihood of their being used or sold. Writedowns are reversed in subsequent periods if the reasons no longer apply.

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Receivables

Receivables are initially recognized at fair value and are subsequently stated at amortized cost, using the effective interest rate method, net of provisions for doubtful accounts. Impairment losses on receivables are recognized when there is objective evidence that the Company will not be able to collect the amount due by the counterparty under the terms of the related contract. Objective evidence can mean: • if the debtor is in serious financial difficulty; • if the receivable is being legally disputed with the debtor; • if the debtor is likely to declare bankruptcy or undergo other forms of financial restructuring. The amount of the loss is measured as the difference between the asset's carrying amount and the present value of future cash flows and is recognized under “other costs” in the Income Statement. Receivables that cannot be recovered are derecognized, with a matching entry through the provision for doubtful accounts. If in subsequent years the impairment loss is reduced, the loss is partially or fully reversed and the value of the receivable is restored up to the amount that would have emerged from the amortized cost method. Trade receivables factored with and without recourse for which not all of the conditions stated in IAS 39 for the derecognition of financial assets are satisfied continue to be recognized as assets, while receivables factored without recourse for which derecognition does apply in accordance with IAS 39 are derecognized when they are factored. Trade receivables due beyond one year are listed under non-current assets.

Cash and cash equivalents

Cash and cash equivalents are recognized at face value and include ready-cash instruments, i.e. instruments that can be cashed on sight or at very short notice, that are definitely payable and that do not entail fees to cash. They also include short-term financial investments that can be liquidated without excessive costs. They are measured at fair value and any gains or losses from fair value changes are taken to profit or loss.

Assets (or disposal groups) held for sale

Assets are held for sale if their carrying value will be recovered mainly through sale rather than ongoing use. They are measured at the lower of carrying value and fair value net of costs to sell and are shown separately from other items in the Statement of Financial Position.

Financial liabilities

Financial liabilities are derecognized when they are terminated or settled, meaning the Company is no longer involved in their management and bears no risks or rewards associated with the terminated or settled instruments.

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Derivative financial instruments

Derivative financial instruments are presented at their fair value as determined at the end of the year. Fair value changes are taken to profit or loss in accordance with IAS 39.

Employee benefits

Short-term employee benefits consist of wages, salaries, social security payments, pay in lieu of vacation time, and any bonuses payable within 12 months from the reporting date. These are included in payroll costs for the period worked. Post-employment benefits ( trattamento di fine rapporto ) constitute a defined benefit plan of definite existence and amount but of uncertain timing. The liability is determined on the basis of actuarial assumptions and the actual amount accrued and not yet paid at the end of the year. The actuarial assumptions make it possible to estimate the average present value of pension obligations accrued on the basis of worker seniority up to the measurement date, and to project the worker's future earnings.

Provisions for risks and charges

General provisions cover losses or payables that are certain or likely to arise, but whose extent or timing were unknown at the close of the year. They are recognized in the Statement of Financial Position only when there is a legal or constructive obligation entailing the outflow of economic resources in order to satisfy the obligation, and when the amount of the obligation can be reliably estimated. If the effect is significant, provisions are calculated by discounting the estimated future cash flows at a pre-tax rate, so as to reflect the time value of money and the specific risks of the liability. “Provisions for the repair and replacement of motorway infrastructure” cover the costs to be incurred for meeting the obligation contained in the Concession Agreement between the Company and the Grantor. Allocations are based on the wear and tear of motorway infrastructure held at the end of the year, taking account, if significant, of the time value of money.

Financial liabilities

Financial liabilities, relating to loans, finance leases and other payment obligations, are initially recognized at fair value net of transaction costs and are subsequently carried at amortized cost using the effective interest rate method. The difference between amortized cost and redemption value is taken to profit or loss throughout the duration of the liability on the basis of interest accrued. If there is a change in estimated future cash flows, the liability is recalculated to reflect that change, using the present value of the new expected cash flows and the internal rate of return initially determined. Financial liabilities are recognized as current liabilities, unless they are contractually due more than 12 months after the reporting date or the Company has an unconditional right to defer payment for at least 12 months after that date. Purchases and sales of financial liabilities are accounted for as of the transaction date.

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Financial liabilities are derecognized when they are extinguished and when the Company has transferred all risks and charges relative to the instrument.

Payables

Payables are initially recorded at cost, which corresponds to fair value, net of any directly attributable transaction costs. They are subsequently recognized at amortized cost, using the effective interest rate method. Trade payables, whose due dates are consistent with normal terms of trade, are not discounted to present value.

Revenue

Revenue is defined as all gross inflows of economic benefits earned by the Company in the ordinary course of business, if such inflows raise the value of assets or lower the amount of liabilities such as to generate an increase in equity other than the increase achieved through shareholder contributions. Fees and other amounts collected on behalf of third parties are not included. Tolls are shown gross of the Grantor's portion, and are recognized on an accruals basis in terms of motorway transits. They include the revenue accrued but not billed yet to other motorway companies with which an interconnection agreement is in effect. Royalties are recognized on an accruals basis in keeping with the related contracts. Revenue from sales is recognized when the Company has transferred the significant risks and rewards of ownership to the buyer. Service revenue is listed when the stage of completion of the transaction and the amount of revenue as of the reporting date can be reliably determined. Revenue for the construction or improvement of infrastructure in accordance with the concession agreement is recognized on a stage of completion basis. Dividends are recognized when the right to receive them is established, i.e. when the paying company's general meeting of shareholders approves their distribution.

Income taxes

These include current and deferred taxes. Current and deferred taxes are recognized in the Income Statement unless they pertain to a business combination or to items recognized directly in equity or in the Statement of Comprehensive Income. Current taxes are calculated on the basis of taxable income for the year, using the rates in force as of the reporting date. Current tax payables are shown under liabilities, net of advance payments and taxes withheld. Deferred tax assets and deferred tax liabilities are recognized according to the liability method, i.e. they are calculated on all temporary differences between the value for tax purposes of assets and liabilities and their carrying value in the financial statements. Deferred tax assets and liabilities are not recognized on goodwill or on assets and liabilities that do not affect taxable income. The recoverability of deferred tax assets is checked at the end of each year and any portion that is no longer likely to be recovered is taken to the Income Statement. The rates used to calculate deferred taxes are those in force when the financial statements are prepared for the tax periods in which the temporary differences are expected to reverse.

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Deferred tax assets are only recognized after estimating that future taxable income is likely to be sufficient to allow their recovery. Tax assets and liabilities, both current and deferred, are offset against each other where they are claimed by the same tax authorities, where the reversal period is the same, and where there is a legal right to do so.

IFRS standards, amendments and interpretations effective from January 1, 2018

Adoption of the following accounting standards and amendments to accounting standards issued by the IASB and endorsed by the European Union is mandatory from January 1, 2018: • IFRS 15 – Revenue from Contracts with Customers (published on May 28, 2014 with further clarifications published on April 12, 2016) which supersedes IAS 18 – Revenue and IAS 11 - Construction Contracts, as well as IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers, and SIC 31 – Revenues: Barter Transactions Involving Advertising Services. The standard establishes a new model of revenue recognition that will apply to all contracts with customers except those governed by other IAS/IFRS such as leases, insurance contracts and financial instruments. The basic steps for revenue recognition, according to the new model, are as follows: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to the performance obligations in the contract; • recognize revenue when the entity satisfies each performance obligation. The standard was adopted on January 1, 2018. • IFRS 9 – Financial Instruments, published by the IASB on July 24, 2014 to supersede IAS 39, is effective from January 1, 2018 pursuant to the approval of Regulation 2067/2016. It establishes new classification and measurement criteria for financial assets and financial liabilities. For financial assets, the new standard uses a single approach based on the entity’s business model for managing financial instruments and the financial asset’s contractual cash flow characteristics in order to determine the valuation criteria, replacing the different rules of IAS 39. For financial liabilities, the main modification regards the accounting treatment of changes in fair value of a financial liability measured at fair value through profit or loss, if such changes are due to changes in the credit standing of the issuer of such liability. Under the new standard, such changes are to be reported through "other comprehensive income" instead of through profit and loss. Another important change regards the recognition of accounting differences when payment or collection estimates are revised for financial assets and liabilities measured at amortized cost. The new approach calls for recognizing the change in the profit or loss of the year. The new standard requires that credit losses be estimated using the expected losses model (rather than the incurred losses model of IAS 39), on the basis of supportable information available without unreasonable effort or expense that includes past events and current and prospective conditions. The standard requires applying such impairment model to all financial instruments, financial assets measured at amortized cost, those measured at fair value through other comprehensive income, receivables deriving from lease contracts and trade receivables. The standard includes a new hedge accounting model intended to adjust the current requirements of IAS 39, which in some cases are considered too strict and not suitable for reflecting entities' risks management policies. The main new material in the document regards:

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° additional types of transactions eligible for hedge accounting, including risks of non-financial assets/liabilities eligible for hedge accounting; ° different accounting methods for forward contracts and options when included in a hedge relationship in order to reduce income statement volatility; ° changes to effectiveness testing by replacement of the current models based on the 80-125% range with the hedge ratio (hedged item and hedging instrument); moreover, retrospective effectiveness testing of the hedge ratio is no longer required. The greater flexibility of the new accounting rules is counterbalanced by additional disclosure requirements on entities' risk management activities. The Company opted to adopt the new standard with the retrospective approach, except where the standard requires not to restate prior period information. The comparative information for the first year of adoption was restated. Due to the nature of its operating activities, the Company did not change the classification and measurement of its financial assets. The effects of applying the new standard on the financial statements as at January 1, 2018 are as follows: ° concerning the impairment model based on expected credit losses, the Company developed a new credit management model whose retrospective application resulted in a €656 thousand increase in the provision for doubtful accounts. Due to previous adjustments, a transitional negative reserve of €473 thousand net of the related deferred taxes was entered in equity. • On December 8, 2016 the IASB published “Annual Improvements to IFRSs: 2014-2016 Cycle” (Regulation 182/2018). The improvements includes changes to three existing accounting standards: IFRS 12 – Disclosure of Interests in Other Entities (effective since January 1, 2017), IFRS 1 – First-Time Adoption (effective from January 1, 2018) and IAS 28 – Investments in Associates and Joint Ventures (effective from January 1, 2018) . The amendments clarify, correct or remove redundant wording in the relevant standards. • Amendments to IFRS 2 – Share-based payment transactions (Regulation 289/2018). On June 20, 2016, the IASB published “Classification and measurement of share-based payment transactions”. The amendments clarify the accounting for the effects of vesting conditions on the measurement of cash-settled share-based payments, share- based payment transactions with net settlement features and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. • Amendments to IAS 40 – Investment property (Regulation 400/2018). Published by the IASB on December 8, 2016. These amendments provide guidance on transfers to, or from, investment properties. • IFRIC 22 – Foreign Currency Transactions and Advance Consideration (Regulation 519/2018). The interpretation, published by the IASB on December 8, 2016, establishes the exchange rate to use in reporting foreign currency transactions when payment is made or received in advance. Apart from the first-time adoption of IFRS 9 "Financial Instruments", the amendments and new interpretations did not affect the Company's financial statements.

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New accounting standards, amendments and interpretations endorsed by the European Union, not adopted yet and not adopted early

As of January 1, 2019, adoption of the following accounting standards and amendments to accounting standards, whose EU endorsement process has been completed, will be mandatory: • IFRS 16 – Leases (Regulation 2017/1986). Published on January 13, 2016, intended to supersede IAS 17 – Leases, as well as IFRIC 4 Determining Whether an Arrangement Contains a Lease, SIC-15 Operating Leases—Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The new standard provides a new definition of leases and introduces a method based on the right of use of an asset to distinguish between a lease and a service contract, using as discriminating factors: identification of the asset, right of substitution of the asset, right to obtain substantially all the economic benefits from use of the asset and right to direct the identified leased asset’s use. The standard provides for a single model to account for leases whereby a lessee recognizes a right-of-use asset (even under an operating lease) and a lease liability, and provides the possibility to not apply such model to contracts where the underlying asset has a low value (low-value assets) and leases whose term is 12 months or less (short-term lease). The standard does not entail significant changes for lessors. The standard is effective for annual periods beginning on or after January 1, 2019 but earlier application is permitted. The Company has completed the preliminary project to assess the potential effects of applying the new standard at the effective date (January 1, 2019). The process was carried out in three steps which included the complete mapping of contracts potentially eligible to contain a lease and the analysis thereof to understand the main clauses relevant for IFRS 16 purposes. The Company decided to apply the modified retrospective approach, but to enter the cumulative effect of adopting the standard in equity at January 1, 2019, in accordance with paragraphs C7-C13. The Company will recognize leases previously accounted for as operating leases as: ° a financial liability, equal to the present value of future lease payments at the transition date, discounted using the marginal interest rate applicable at the transition date for each lease; ° a right of use equal to the net carrying amount it would have if the standard had been applied since the beginning of the lease, using the discount rate established at the transition date. The following table presents the estimated effects of adopting IFRS 16 at the transition

date:

Impact at transition date Euro/000 Jan. 1, 2019 Non-current assets Right to use buildings 8,646 Right to use vehicles 777 Right to use equipment and technological infrastructures - Total 9,423 Non-current liabilities Lease payments due - non-current portion 8,285 Current liabilities Lease payment due - current portion 1,138 Total 9,423

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When it adopts IFRS 16, the Company intends to use the exemption provided in paragraph 5a regarding leases of 12 months or less for some car leases. Likewise, the Company intends to use the exemption provided in paragraph 5 b) regarding leases of low-value assets, for which the value of the underlying assets does not exceed €5,000 when new. Leases using the exemption fall mainly within the following categories: ° electronic devices; ° furniture and furnishings. For such leases the introduction of IFRS 16 will not result in the recognition of the lease liability and the related right of use, but the lease payments will be recognized in profit or loss on a straight-line basis over the terms of the respective leases. The Company also intends to use the following practical expedients permitted by the transition rules: ° use the assessment made at December 31, 2018 in accordance with IAS 37, "Provisions, Contingent Liabilities and Contingent Assets", regarding the recognition of onerous leases as an alternative to impairment testing of the right of use at January 1, 2019; ° classification of leases expiring within 12 months from the transition date as short-term leases. For those leases the lease payments will be accounted for in the income statement on a straight-line basis; ° exclusion of initial direct costs from the measurement of the right of use at January 1, 2019; ° use of information present at the transition date to determine the term of the lease, particularly concerning the exercise of extension and early termination options. • Amendments to IFRS 9 – Financial Instruments (Regulation 2018/498). Published by the IASB on October 12, 2017, effective for annual periods beginning on or after January 1, 2019 but earlier application is permitted. The amendments allow entities, if a specific condition is met, to measure particular prepaid financial assets with negative compensation at amortized cost or at fair value through other comprehensive income, instead of at fair value through profit or loss. Management is currently evaluating the possible effects of introducing these amendments to the Company's financial statements. • IFRIC 23 – Uncertainty over Income Tax Treatments (Regulation 2018/1595). The interpretation, published by the IASB on June 7, 2017 and effective for annual periods beginning on or after January 1, 2019, aims to clarify the recognition and measurement requirements of IAS 12 in the event of regulatory uncertainty about income tax treatments. Management is currently evaluating the possible effects of introducing these amendments to the Company's financial statements. • Amendments to IAS 28 – Long-term Interests in Associates and Joint Ventures (Regulation 2019/237). Published by the IASB on October 12, 2017, effective for annual periods beginning on or after January 1, 2019 but earlier application is permitted. The amendments clarify the need to apply IFRS 9 to long-term interests in an associate or joint venture to which the equity method is not applied. Management is currently evaluating the possible effects of introducing these amendments to the Company's financial statements.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 70

NOTES TO THE STATEMENT OF FINANCIAL POSITION AND THE INCOME STATEMENT

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NOTES TO STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT

NON-CURRENT ASSETS

Note 1 - PROPERTY, PLANT AND EQUIPMENT

Details of this item are as follows. Property, plant and equipment “Property, plant and equipment” is set forth below net of the related accumulated depreciation. Amount Amount Historical cost Increases Decreases Dec. 31, 2017 Dec. 31, 2018 Land 8,263 975,401 - 983,664 Buildings 155,151 - - 155,151 Plant and machinery 21,256 - - 21,256 Equipment 2,620,555 - - 2,620,555 Other tangible assets 5,687,724 61,942 (255,402) 5,494,264 Total 8,492,949 1,037,343 (255,402) 9,274,890

Amount Amount Accumulated depreciation Depreciation Decreases Dec. 31, 2017 Dec. 31, 2018 Land - - - - Buildings (154,659) (110) - (154,769) Plant and machinery (21,256) - - (21,256) Equipment (2,379,272) (46,748) - (2,426,020) Other tangible assets (5,249,648) (129,944) 253,276 (5,126,316) Total (7,804,835) (176,802) 253,276 (7,728,361)

Amount Amount Net value Increases Net decreases Depreciation Dec. 31, 2017 Dec. 31, 2018

Land 8,263 975,401 - 983,664 Buildings 492 - (110) 382 Plant and machinery - - - - Equipment 241,283 - (46,748) 194,535 Other tangible assets 438,076 61,942 (2,126) (129,944) 367,948 Total 688,114 1,037,343 (2,126) (176,802) 1,546,529

The historical cost of "land" increased as a result of the purchase of land for €975 thousand during the year, pursuant to a Board of Directors' resolution. The annual increase in “other tangible assets” refers primarily to the supply and assembly of calcium chloride mixing plants at the Brescia East and Montecchio winter service centers and to the purchase of sundry office machines and equipment. The decrease in “other tangible assets” refers to the disposal of various furnishings and equipment due to the renovation of the Company's premises which, net of accumulated depreciation, resulted in a capital gain of €24 thousand.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 72

Assets under finance leases The Company had no capital assets acquired under finance leases in either 2018 or 2017. Investment property The Company does not own property for the purpose of achieving gains from appreciation in value. Note 2 – INTANGIBLE ASSETS Details of this item are as follows. Concession rights “Concession rights” include assets that will revert to the Grantor at the end of the concession period. Amount Amount Historical cost Increases Other changes Decreases Dec. 31, 2017 Dec. 31, 2018

Concession rights 2,423,041,158 9,600,473 - (1,958,079) 2,430,683,552

Accumulated Amount Amount Increases Depreciation Decreases amortization Dec. 31, 2017 Dec. 31, 2018

Concession rights (1,598,275,588) - (88,390,916) - (1,686,666,504)

Amount Amount Net value Increases Depreciation Decreases Dec. 31, 2017 Dec. 31, 2018

Concession rights 824,765,570 9,600,473 (88,390,916) (1,958,079) 744,017,048 These concern the construction of new infrastructure and the development and completion of existing works. The main works envisioned in the Business Plan and carried out in 2018 regarded: • €5,781 thousand (€5,410 thousand in 2017) for Valdastico Nord expropriation planning and participatory processes; • €1,398 thousand (€15,880 thousand in 2017) for works to complete the A31 Valdastico Sud motorway, with a particular focus on complementary appurtenances, specifically €857 thousand for constructing the Nanto and Castegnero service stations and €541 thousand for the post operam environmental monitoring and testing of lots already completed; • €1,000 thousand for the grant to the Vicenza province to make the deviation for provincial road (SP) 46; • €813 thousand for other work carried out on the original motorway (€716 thousand in 2017); • €350 thousand (€945 thousand in 2017) for Lot 1 interference work, environmental monitoring and testing costs regarding the construction of the new Montecchio Maggiore (Vi) toll station; • €210 thousand for internal and external design, interference and environmental monitoring regarding the construction of the new toll station at the Castelnuovo del Garda exit; • €48 thousand for the internal design of the modification to the Verona south junction roads and the link to the Verona south bypass, and redevelopment of roads around the A31 Thiene exit. The €1,958 thousand decrease regards the transfer to Superstrada Pedemontana Veneta S.p.A. of the value of the land located near the Montecchio exit including the costs of underground works, archeological expenses and lab costs, as per agreements signed with the Grantor. As at December 31, 2018, orders for the construction of motorway infrastructure had a residual value of approximately €39.7 million (€17.0 million at December 31, 2017).

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 73

The takeover value of the concession rights which, under the terms of the current Agreement, will be paid to the Company by any party that takes over the concession (or by the Operator in the appropriate cases) amounted to €818 million at December 31, 2018 (€913 million at December 31, 2017). That amount is calculated on the basis of the total investments in revertible assets, net of accumulated amortization determined according to Italian GAAP. Italian GAAP/IFRS Reconciliation (Revertible fixed assets/Concession rights) Amount Amount Historical cost Historical cost Dec. 31, 2017 Dec. 31, 2018 Italian GAAP Italian GAAP Revertible tangible assets 2,369,470,274 Revertible tangible assets 2,376,112,668 Accumulated depreciation (1,456,343,612) Accumulated depreciation (1,557,732,090) Net revertible tangible Net revertible tangible assets 913,126,662 818,380,578 assets IFRS adjustments IFRS adjustments IFRIC 12 – accumulated IFRIC 12 – accumulated amortization (117,224,700) (100,943,027) amortization Reclassification of Reclassification of intangibles – 28,863,608 intangibles – Leasehold 26,579,497 Leasehold improvements improvements Concession rights 824,765,570 Concession rights 744,017,048

Other intangible assets These amounts derive from capital expenditures in intangible assets and from changes in accumulated amortization, as shown in better detail below. Concessions, Patents and licenses, Other intangible intellectual Total trademarks & assets property rights software

Cost as at Dec. 31, 2017 700,000 716,480 79,747 1,496,227 Increases - 87,261 153,652 240,913 Decreases/reclassifications - - - - Cost as at Dec. 31, 2018 700,000 803,741 233,399 1,737,140

Accum. amortization as at (700,000) (573,527) (5,780) (1,279,307) Dec. 31, 2017 Amortization - (59,188) (26,376) (85,564) Use - - - - Accum. amortization as at (700,000) (632,715) (32,156) (1,364,871) Dec. 31, 2018

Net value as at Dec. 31, - 171,026 201,243 372,269 2018 “Concessions, licenses, trademarks and software” include expenses for the acquisition of software licenses and the implementation of computer programs. The increase for 2018 concerns the development of business software for paving plans and the renewal of Autocad and Acrobat software licenses. The 2018 increase in "other intangible assets" is attributable to consulting services for the Building Information Modeling (BIM) program and the Company's new Intranet.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 74

Note 3 – EQUITY INVESTMENTS Investments in subsidiaries There were no investments in subsidiaries as at December 31, 2018. Investments in associates Dec. 31, % Dec. 31, 2017 Increases Decreases Impairment Associates 2018 Ownership Pedemontana Veneta 31.92% 1,915,600 - - - 1,915,600 S.p.A. in liquidation G.R.A. di Padova S.p.A. 33.90% - - - - - Total b) associates 1,915,600 - - - 1,915,600 The following table presents information on the associates:

Share Equity Total cost Associates (*) Headquarters Equity Profit/(loss) Ownership Note capital interest of invest.

Pedemontana Veneta S.p.A. in Verona 6,000,000 5,609,246 (113,725) 31.92% 1,790,471 1,915,600 A) liquidation G.R.A. di Padova Padua 2,950,000 2,102,001 (58,265) 33.90% 712,578 - B) S.p.A. Total 1,915,600 (*) the most recent accounting data available refers to December 31, 2017

Note: A) The negative difference between the cost of the investment and the corresponding share of equity (€125 thousand) is not treated as a loss in value because the difference is likely to be recovered through the company's liquidation. Pedemontana Veneta in liquidation filed two legal actions at the Court of Venice against the SIS consortium and the Region of Venice: − one to obtain payment of the Promoter's preliminary project for €7.5 million plus VAT and interest, − and one to obtain a refund of the expenses incurred for the Environmental Impact Study for €2.49 million plus VAT and interest. On October 25, 2018 the Court of Venice, with Ruling 1950/2018, stated that the ordinary legal authority lacked jurisdiction, maintaining that the Project Financing Procedure was " undoubtedly regulated by administrative provisions, including the jurisdiction of the administrative legal authority, under Code of Administrative Procedure Article 133, paragraph 1, letter e, number 1 ". However, State Council Ruling n. 4777 of August 2, 2018, which is referred to in the Court of Venice's ruling, does not deal with the subject matter of the dispute as it states that "the cancellation of the deeds of the promoter's selection phase results in the voiding of the tender ", and it does not deal with the jurisdiction issue, as it limits itself to examining a Project Financing case. Considering the ruling a complete error, Pedemontana Veneta's Liquidator highlights the fact that the Court of Venice, represented by the judge presiding over the case before such ruling, did not raise any jurisdiction issues but, on the contrary, by putting forth a proposal for conciliation, had implicitly considered the claim justified. Therefore, the ruling has been appealed against at the Venice Court of Appeals, since the reasons for recovering the amounts claimed by the company are considered valid and sustainable. Accordingly, no writedown was entered in the financial statements because the loss is considered recoverable. B) In 2017 the investment in Gra di Padova (€1,000 thousand) was fully written down. The company's purpose is to develop the public works project for the construction and operation of the Padua "Grande Raccordo Anulare" (great ring road) with project financing. As explained by management, the project is under review. Although this has not changed the accounting estimates, it has prolonged the time for starting up the project, so the cost entered is not deemed recoverable.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 75

Other equity investments The table hereunder presents the accounting balances referring to other equity investments. The item includes the amount for subsidiaries, measured at cost adjusted by impairment losses, classified among “other equity investments”. % Amount Amount Other companies Increases Decreases Impairment Dec. 31, Ownership Dec. 31, 2017 2018 Autostrade Lombarde 4.90% 23,073,999 - - - 23,073,999 S.p.A. Società di Progetto 0.54% 1,800,000 - - - 1,800,000 Brebemi S.p.A. Argentea Gestioni 5.84% 7,008 - - - 7,008 S.c.p.a. Consorzio Autostrade 3.20% 3,200 - - - 3,200 Italiane Energia Autostrada Nogara Mare Adriatico in 2.00% - - - - - liquidation S.c.p.a. Total other 24,884,207 - - - 24,884,207 companies These are interests in companies that operate in the mobility or road infrastructure industries, as well as investments in the promotion of road infrastructure under project financing arrangements. The following table presents information on the other equity investments:

Investments in other Share Equity Total cost Headquarters Equity Profit/(loss) Ownership Note companies capital interest of invest. (*) Autostrade Lombarde Brescia 467,726,626 493,465,407 458,700 4.90% 24,179,805 23,073,999 A) S.p.A. Società di Progetto Brescia 175,089,679 138,631,792 (39,198,071) 0.54% 748,612 1,800,000 B) Brebemi S.p.A. Argentea Gestioni Brescia 120,000 120,000 - 5.84% 7,008 7,008 C) S.c.p.a. Consorzio Autostrade Rome 113,949 113,873 - 3.20% 3,644 3,200 D) Italiane Energia Autostrada Nogara Mare Adriatico in Verona 120,000 120,000 - 2.00% 2,400 - E) liquidation S.c.p.a. Total 24,884,207 (*) the most recent accounting data available refers to December 31, 2017

Note:

A) The corresponding share of equity is higher than the recognized cost. B) The corresponding share of equity is lower than the recognized cost, as this is infrastructure whose use began in 2014, so the investee has discounted the routine losses associated with the start-up phase. The difference is likely to be recovered in the short term. C) Consortium operating on a cost/revenue recharging basis. D) Consortium set up to limit energy consumption and to streamline and improve the consortium members' energy efficiency. E) Special-purpose vehicle for the planning, construction and operation of the future Nogara - Mare Adriatico motorway. In liquidation since May 14, 2014. The cost was fully written down in 2017 because the carrying amount was deemed irrecoverable.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 76

Note 4 – NON-CURRENT FINANCIAL ASSETS The item presents the non-current financial assets. Amount Amount Non-current financial assets Increases Decreases Dec. 31, 2017 Impairment Financial receivables due from 4,742,290 1,194,623 - 5,936,913 Soc. di Progetto Brebemi S.p.A. Financial receivables due from Pedemontana Veneta S.p.A. in 415,025 179,099 - 594,124 liquidation Total gross value 5,157,315 1,373,722 - 6,531,037

Credit losses - IFRS 9 (*) (487,575) (1,614,391) (2,101,966) Total net value 4,669,740 (240,669) - 4,429,071 (*) original amount of provision of doubtful accounts at January 1, 2018 “restated” under IFRS 9 as €488 thousand, as explained in Note 13 on Equity Financial receivables due from Società di Progetto Brebemi refer to interest-bearing loans of €4,742 thousand granted in prior years and €1,195 thousand in 2018 to enable it to meet its financial commitments in relation to €1.8 billion in bank debt contracted in 2013. Specifically, that company was lent money in June and December 2015, when its semiannual interest payments on the above bank debt fell due, a the formal request of Società di Progetto Brebemi and in accordance with the obligations assumed by Autostrada Brescia Verona Vicenza Padova under the March 2013 capitalization agreement. Interest on the loan is charged at 1% until December 31, 2017 and at 12.01% from January 1, 2018 until it matures on June 30, 2036. When the capitalization agreement was signed in 2013, the Grantor had highlighted the need for Autostrada Brescia Verona Vicenza Padova to remain free from financial commitments not deriving from the Business Plan. To that end the parent, A4 Holding, was asked to grant an interest-bearing loan to Autostrada Brescia Verona Vicenza Padova for the same amount requested by Brebemi and under the same conditions laid down in the shareholder loan contract, thus allowing Brebemi to service its debt on time and Autostrada Brescia Verona Vicenza Padova to respect the commitments undertaken with the capitalization agreement. The loan to A4 Holding is recognized among non-current financial payables. The credit losses presented in the table result from adoption of the new standard, IFRS 9, which measures financial receivables using the expected credit loss model (instead of the incurred loss model of IAS 39). The effect of IFRS 9 on the opening balances of prior years is reported as a restatement in equity (see Note 13). The non-interest bearing loan receivables due from associate Pedemontana Veneta S.p.A. in liquidation are deemed recoverable, as explained in Note 3 on “Investments in associates”.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 77

Note 5 – NON-CURRENT SUNDRY RECEIVABLES AND OTHER ASSETS

Non-current sundry receivables Amount Amount Changes and other assets Dec. 31, 2017 Dec. 31, 2018 Advances to employees 733,309 (195,576) 537,733 Receivables due from affiliates 390,350 21,010 411,360 Receivables due from parent 296,059 (165,584) 130,475 companies Other receivables 1,432,648 (264,552) 1,168,096 Total 2,852,366 (604,702) 2,247,664 Credit losses - IFRS 9 (*) (46,525) 2,584 (43,941) Total 2,805,841 (602,118) 2,203,723 (*) original amount of provision of doubtful financial accounts at January 1, 2018, “restated” under IFRS 9 as €47 thousand, as explained in Note 13 on Equity "Advances to employees” include the interest-bearing loans granted by the Company to employees who requested them. "Receivables from affiliates" consist of security deposits on car rental contracts stipulated with the related company, Globalcar Service S.p.A. "Receivables from parent companies" concern the balloon payment made on the Group's Enterprise Resource Planning (ERP) project (SAP). “Other receivables” at December 31, 2018 consist mainly of security deposits for utilities and power supply contracts, and prepayments regarding years 2019 to 2022 on the policy stipulated to guarantee the full performance of the operations under the concession, pursuant to Article 6.2 of the Concession Agreement, requested by the Grantor. The credit losses presented in the table result from adoption of the new standard, IFRS 9, which measures financial receivables using the expected credit loss model (instead of the incurred loss model of IAS 39). The effect of IFRS 9 on the opening balances of prior years is reported as a restatement in equity (see Note 13).

NOTE 6 – DEFERRED TAX ASSETS Amount Amount Description Changes Dec. 31, 2017 Dec. 31, 2018 Deferred tax assets 74,058,669 2,269,541 76,328,210 Deferred tax assets 74,058,669 2,269,541 76,328,210 Original amount at January 1, 2018 restated under IFRS9: the effect on the 2017 financial statements was €73,875,542, the restatement amounts to €183,127 and the net amount presented din the table is € 74,058,669 as explained in Note 13 on Equity Deferred tax assets stem from temporary taxable differences between amounts for reporting purposes and the corresponding amounts for tax purposes The 2017 and 2018 amounts were determined using a corporate income tax (IRES) rate of 24% and a regional business tax (IRAP) rate of 3.9%. The composition of the 2018 items and the changes therein are provided in Note 30 (on tax expense and income).

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CURRENT ASSETS

Note 7 – TRADE ASSETS Inventories Amount Amount Inventories Changes Dec. 31, 2017 Dec. 31, 2018 Raw and ancillary materials, 513,195 (88,848) 424,347 consumables and goods Inventories 513,195 (88,848) 424,347

Inventory consists of supplies and spare parts for the operation of the motorway business and uniforms for technical and toll booth personnel. The 2018 decrease is attributable to routine cost management for replacing these goods. Trade receivables The composition is shown in the following table. Amount Amount Trade receivables Changes Dec. 31, 2017 Dec. 31, 2018 Trade receivables 85,429,998 (598,226) 84,831,772 Trade receivables due from parent 25,227,261 3,701,917 28,929,178 companies Trade receivables due from associates 520,385 - 520,385 Trade receivables due from affiliates 6,047,178 (5,951,715) 95,463 Total 117,224,822 (2,848,024) 114,376,798

"Trade receivables" are due primarily from motorway companies with which an interconnection agreement is in effect. They are settled through correspondence accounts with the balance paid out monthly. The amount presented in the table is calculated net of the provision for doubtful accounts detailed below. The "provision for doubtful accounts" covers potential losses on receivables. The 2018 changes are presented below:

Amount Prov. for Amount Trade receivables Allocation Use Dec. 31, 2017 finance costs Dec. 31, 2018 Provision for doubtful (338,676) (96,701) (650,000) 107,985 (977,392) accounts Total (338,676) (96,701) (650,000) 107,985 (977,392)

The original amount of the provision for doubtful accounts at December 31, 2017 was €216,406, the restatement under IFRS 9 is €122,270, for a total amount of €338,676, as detailed in Note 13 on Equity "Trade receivables" include accounts due from other related parties, presented hereunder:

Trade receivables due from other related Amount Amount parties Dec. 31, 2017 Dec. 31, 2018 Autostrade per l'Italia S.p.A. - 42,713,415 Argentea Gestioni S.c.p.a. - 747,450 Autogrill Italia S.p.A. - 394,942 Special-purpose vehicle BRE.BE.MI S.p.A. - 256,386 Pedemontana Veneta S.p.A. in liquidation - 240,385 Total - 44,352,578 The receivables from parent companies are due from A4 Holding S.p.A. for Group-wide VAT, seconded personnel, and other transactions relating to the transfer of the motorway division in 2011. "Receivables due from associates" consist of the following:

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 79

Amount Amount Receivables due from associates Details Dec. 31, 2017 Dec. 31, 2018 Pedemontana Veneta S.p.A. in Project finance supporting 520,385 520,385 liquidation activities Total 520,385 520,385

The “trade receivables due from affiliates” are set forth hereunder followed by the main reasons for the underlying services: Amount Amount Receivables due from affiliates Dec. 31, 2017 Dec. 31, 2018 A4 Trading S.r.l. 5,967,227 18,670 A4 Mobility S.r.l. 79,951 66,118 Globalcar Service S.p.A. - 10,675 Total 6,047,178 95,463

The receivables due from A4 Trading S.r.l. refer to access rights for areas owned. The change from 2017 is due to the revision of the mandate contract effective from January 1, 2018 whereby royalty invoicing and collection activities are performed directly and not through the affiliate. The receivables due from A4 Mobility S.r.l. refer to inventory withdrawals. The receivables due from Globalcar Service S.p.A. refer to the lease of a building used as a workshop. Other trade assets The change in "other trade assets" is shown below: Amount Amount Other trade assets Changes Dec. 31, 2017 Dec. 31, 2018 Other trade receivables 1,972,489 272,838 2,245,327 Other trade assets 1,972,489 272,838 2,245,327

These consist of advances paid to suppliers and professionals. Note 8 – CURRENT FINANCIAL ASSETS There were no current financial assets at December 31, 2018 or at December 31, 2017. Note 9 – CURRENT TAX ASSETS Amount Amount Current tax assets Changes Dec. 31, 2017 Dec. 31, 2018 Tax credits 4,630 1,359,884 1,364,514 Tax credits 4,630 1,359,884 1,364,514

The 2018 tax credits do not include corporate income tax (IRAP) credit due from the Italian tax authorities. Note 10 – OTHER CURRENT ASSETS The change in this item is detailed below: Amount Amount Other current assets Changes Dec. 31, 2017 Dec. 31, 2018 Prepaid expenses and accrued income 1,015,226 (722,045) 293,181 Fines receivable from suppliers 400,505 (92,157) 308,348 Sundry 4,567 31,070 35,637 Other current assets 1,420,298 (783,132) 637,166

The prepaid expenses and accrued income include prepaid insurance costs.

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Note 11 – CASH AND CASH EQUIVALENTS Amount Amount Cash and cash equivalents Changes Dec. 31, 2017 Dec. 31, 2018 Bank and postal deposits 92,362,835 110,769,534 203,132,369 Cash on hand 2,726,317 (666,027) 2,060,290 Total 95,089,152 110,103,507 205,192,659

The cash available in bank accounts is analyzed in the comments on the Statement of Cash Flows (Note 32). Note 12 – ASSETS HELD FOR SALE No assets were held for sale as at December 31, 2018 or at December 31, 2017.

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EQUITY

Note 13 – EQUITY The changes in equity for 2017 and 2018 are shown in the tables below. Share capital is made up of 125,000,000 ordinary shares with a par value of €1.00 per share. Equity as at December 31, 2018 has an increase of €47,371 thousand compared with the amount at December 31, 2017, mainly reflecting: • the profit for the year, €81,985 thousand • decreases for dividend payments, €34,700 thousand • the share of profit recognized directly in equity as a result of the reserve for actuarial gains and losses, which in 2018 produced a change of €122 thousand gross (€577 thousand gross change in 2017) and €86 thousand net of the deferred taxes (€439 thousand net of deferred taxes in 2017). The reserve for actuarial gains and losses represents the assessment of employee benefits. See Note 14 for details. The January 1, 2018 equity is restated as a result of adopting IFRS 9, which established new classification and measurement criteria for financial assets and financial liabilities and an impairment model based on expected losses. Adoption of the new standard resulted in a €473 thousand decrease in opening equity, a €656 decrease in current and non-current assets and a €183 thousand increase in deferred tax assets (non-current assets). Capital management The Company's capital management objectives are to create value for all shareholders and ensure business continuity. It therefore seeks to remain sufficiently capitalized, enabling it to achieve satisfactory returns for shareholders and access to affordable sources of external financing. The Company constantly monitors debt in relation to equity, particularly its net financial debt and its cash flow from operating activities. To achieve these objectives, the Company is always seeking to improve the profitability of its business segments.

Other items of comprehensive income The Financial Statements include the Statement of Comprehensive Income, which presents the profit/(loss) for the year and the other components of comprehensive income, net of taxes. As stated previously, the components refer to the actuarial reserve.

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The share capital and equity reserves are set forth below with the possibility of their use: Summary of use made Use For loss Equity reserves Dec. 31, 2018 possibilities For distribution coverage (*) (A,B,C,D) Share capital 125,000,000 - - Share premium reserve 315,898,864 A,B,C - - Legal reserve 25,000,000 B - - Statutory reserves - - - Treasury share reserve - - - Restricted extraordinary reserve for delayed 32,400,000 B - - investments Extraordinary reserve for fines 70,000 B - - Other reserves 75,891,963 A,B,C - - Extraordinary reserve 44,874,899 A,B,C - - Reserve for repair and replacement of road (85,928,428) - - infrastructure Other reserves 80,678,934 - -

Actuarial reserve (5,264,572)

First-time adoption reserve (74,012,232)

Retained earnings/(losses) 2,190,694 Profit/(loss) for the year 81,984,587 A,B,C Total 538,105,775

(*) Key:

A: for capital increases B: for loss coverage C: for distribution to shareholders D: for other statutory obligations

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 83

NON-CURRENT LIABILITIES

Note 14 – EMPLOYEE BENEFITS “Employee benefits” refers to the payments guaranteed to employees upon the termination of their employment by way of defined contribution plans. They are recognized in the financial statements net of any advances paid and are calculated on the basis of actuarial assumptions. This provision for post-employee benefits had the following changes. Non -current Employee benefits Amount Current portion portion

Amount as at Dec. 31, 2017 18,980,460 1,297,371 17,683,089

Interest costs 274,977

Actuarial losses/(gains) (119,571)

Use (1,625,583) Amount as at Dec. 31, 2018 17,510,283 644,968 16,865,315

The changes are attributable to the annual accrual and payments made to employees who terminated their employment or asked for advances on their accrued benefits in accordance with the legislation in force at the time of the request. The current portion refers to estimated amounts the Company would have to pay if the employee were to leave upon dismissal, resignation, disability, death or early retirement, and as advances. The actuarial losses and gains are recognized directly in equity, as required by IAS 19. An accrual of €1,677 thousand (€2,073 thousand as at December 31 2017) was recognized for the mandatory pension funds existing for businesses with more than 50 employees, pursuant to the legislation in force since 2007. The main financial and demographic assumptions used to measure the provision for post- employment benefits as at December 31, 2018 are set forth below:

Summary of technical-financial basis 2018 2017 Annual discount rate 1.50% 1.50% Annual inflation rate 2.00% 2.00% Annual rate of increase in post-employment benefits 3.00% 3.00%

Demographic assumptions Mortality Table RG 48 published by the Italian General Accounting Department Disability INPS tables by age and gender Attainment of Mandatory General Insurance requisites updated on the basis of Law Retirement age 214 of December 22, 2011

FINANCIAL ASSUMPTIONS The basic information regarding each employee (salary, post-employment benefits net of any advances, age, gender, qualification, etc.) was provided to an independent actuary for the actuarial valuations. The specific assumptions for the employees in service regarding both their demographic changes and their future economic characteristics are drawn from statistics obtained by the Company, similar experience, market data, and information provided by the Company relating to its business experience and sensitivity. In determining the present value of future service deemed necessary to settle the obligation deriving from the work performed in the current and previous years, the following were determined: • the present value of future service regarding work performed in previous years; • the social security cost regarding the current service, i.e. the increase in the present value of the obligations resulting from the work performed by the employee in the current year;

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• the interest expense given by the increase in the present value of the obligations in one year due to the fact that the payment date of the benefit is closer than one year. The main demographic and financial assumptions used to determine the defined benefit obligation were as follows: • Discount rate: the discount rates used to determine the actuarial value of the obligation are based on the IBOXX Corporate AA index with a duration of 10+ years. The returns are compatible with the duration referring to the employees for whom the valuation was conducted. • Inflation: since in the current economy most financial indicators show volatility, a prospective inflation rate of 2.00% was chosen after consulting the National Institute for Statistics (ISTAT) projections, the "2017 Economic and Financial Document - September 2017 Update, Section II-Table II.1" published by the Ministry of the Economy and Finance, and “Long-Term Trends of the Pension, Healthcare and Social System – Report 16” published by the Italian General Accounting Department. The guidelines of the Italian Association of Actuaries were also considered when choosing the rate. • Annual rate of increase in post-employment benefits: in compliance with Civil Code Article 2120, the post-employment benefits are revalued each year at 75% of the inflation rate plus 1.5%; accordingly, the revaluation assumption, useful for actuarial valuations, is determined on the basis of such rate. • Mortality: Table RG 48 of the Italian General Accounting Department, used to estimate the pension costs of the Italian population, was used to estimate the mortality of the employees for whom the valuation was conducted. • Disability: An INPS table differentiated by age and gender was used to estimate the disability rate of the employees for whom the valuation was conducted. • Retirement requisites: Attainment of minimum requisites of the Mandatory General Insurance agency.

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Note 15 – PROVISIONS FOR RISKS AND CHARGES The provisions for risks and charges had the following changes for the year: Provisions Amount Amount for risks Operational Financial Dec. 31, Use Reclassifications Releases and allocations allocations Dec. 31, 2018 charges 2017 Provision for future risks 10,492,287 878,273 - - - (204,000) 11,166,560 and charges Provision for future 2,190,000 - - - - - 2,190,000 charges for claims Provision for repair and replacement 77,438,521 5,871,448 3,077,361 - (7,226,937) - 79,160,393 of road infrastructure Provision for delayed 59,323,543 - 889,857 (14,224,513) 7,226,937 - 53,215,824 maintenance Total 149,444,351 6,749,721 3,967,218 (14,224,513) - (204,000) 145,732,777

of which non -current 119,078,264 112,179,760 portion current 30,366,087 33,553,017 portion The provision for future risks and charges refers primarily to expenditures in future periods relating to commitments already undertaken by the Company. It includes €5,962 thousand corresponding to obligations assumed by the Company under Shareholder resolutions passed in previous periods with respect to requests made by third parties for the restoration of works of art under Law 182/1982 ("charitable donations"). As stated in Note 18, on the basis of the work in progress and existing documentation, the expenditure is recognized as charitable donations under "other non-current liabilities". The provision also includes the allocation made for estimated risks of supplier and employee disputes. The supplier disputes were primarily with contractors that had not been settled by the financial reporting date. Reserves required and not established yet have a nominal amount of €82,889. The provision for future charges for claims refers to costs that could be incurred in relation to grievances and litigation pending at the end of the year, including reserves recognized by contractors for maintenance of the infrastructures under concession. The provision for repair and replacement of road infrastructure consists of the current value of estimated costs to be incurred for contractual obligations with respect to repair and replacement of the infrastructure under concession, as provided in the agreement stipulated with the Grantor for the purpose of ensuring the necessary functionality and safety. The provision increased by €5,871 thousand in the year due to operational allocations, by €3,077 thousand for financial allocations, and by €7,227 thousand for reclassifications to the “provision for delayed maintenance", which includes budgeted maintenance costs regarding past periods but not incurred yet, considered an obligation toward the Grantor. The annual changes are presented below in order to clarify them and the implications for the Statement of Cash Flows:

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Provision for repair and Provision for Description replacement delayed Total of road maintenance infrastructure December 31, 2017 77,438,521 59,323,543 136,762,064 Allocations as per IFRIC 12 25,169,847 - 25,169,847 Use of provision for delayed maintenance - (14,224,513) (14,224,513) Maintenance costs as per IFRIC 12 (19,298,399) - (19,298,399)

Reclassification (7,226,937) 7,226,937 - Finance costs 3,077,361 889,857 3,967,218 December 31, 2018 79,160,393 53,215,824 132,376,217

Provision for repair and Provision for Description replacement of delayed Total road maintenance infrastructure December 31, 2016 83,174,000 53,858,997 137,032,997 Allocations as per IFRIC 12 17,663,699 - 17,663,699 Use of provision for delayed maintenance - (16,394,770) (16,394,770) Maintenance costs as per IFRIC 12 (17,334,793) - (17,334,793) Other allocations 11,465,436 11,465,436 Reclassification (9,299,067) 9,299,067 - Finance costs 3,234,682 1,094,813 4,329,495 December 31, 2017 77,438,521 59,323,543 136,762,064

Note 16 – NON-CURRENT FINANCIAL LIABILITIES Non-current financial liabilities Amount Changes Amount Dec. 31, 2017 Dec. 31, 2018 Bond notes 396,464,834 1,588,163 398,052,997 Loans from parent companies 4,742,290 1,748,059 6,490,349 Non-current financial liabilities 401,207,124 3,336,222 404,543,346

The bond notes present the residual amount of the bearer bonds issued on March 20, 2015 on the Irish Stock Exchange (for an original nominal amount of €600 million). The notes are redeemable for the nominal value with a bullet repayment on March 20, 2020, with interest payment by way of an annual coupon in March. In October 2017, in order to optimize treasury management and reduce the financing risk at 2020, notes for a nominal value of €200 million were repurchased. The strategic decision was taken in light of the current financial market conditions and the possibility to improve the Company's financial condition for the renewal of the loans to finance the considerable construction work envisioned under the ambitious business plan. The nominal value of the debt is €400 million, recognized among non-current financial liabilities based on the amortized cost concept, which for 2018 generated an effect of €1,588 thousand included in the "finance costs" of Note 29. "Loans from parent companies" refers to the interest-bearing loan granted by A4 Holding S.p.A. to cover the cash needs deriving from Società di Progetto Brebemi, as explained in Note 4.

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Note 17 – DEFERRED TAX LIABILITIES The changes in this item are set forth hereunder. Amount Amount Deferred tax liabilities Changes Dec. 31, 2017 Dec. 31, 2018 Deferred tax liabilities 939,874 (464,047) 475,827 Deferred tax liabilities 939,874 (464,047) 475,827

Deferred tax liabilities relate to temporary taxable differences between carrying amounts and the corresponding amounts reported for tax purposes. The amounts were determined using a corporate income tax (IRES) rate of 24% and a regional business tax (IRAP) rate of 3.9%. The composition of the 2018 items and the changes therein are provided in Note 30 (on tax expense and income). Note 18 – OTHER NON-CURRENT LIABILITIES Amount Amount Other non-current liabilities Changes Dec. 31, 2017 Dec. 31, 2018 Due for charitable donations 2,224,885 1,475,000 3,699,885 Non-current trade payables 810,760 (78,823) 731,937 Trade payables due to affiliates 80,135 (80,135) - Security deposits 58,358 - 58,358 Other non-current liabilities 3,174,138 1,316,042 4,490,180

The amount due for "charitable donations" corresponds to the obligations assumed by the Company with respect to requests made by third parties concerning donations to restore works of art under Law 182/1982 (the non-current portion). “Non-current trade payables” include retention money for external suppliers guaranteeing the performance of work for which the Company deferred payments under current safety laws.

CURRENT LIABILITIES Note 19 – EMPLOYEE BENEFITS The information on this item is provided in the previous section on non-current liabilities (Note 14). Note 20 – PROVISIONS FOR RISKS AND CHARGES Information on the current portion of the risk provisions is provided in the previous section on non-current liabilities (Note 15). Note 21 – CURRENT FINANCIAL LIABILITIES The current financial payables are summarized below: Amount Amount Description Changes Dec. 31, 2017 Dec. 31, 2018 Due to noteholders 7,444,599 - 7,444,599 Current financial liabilities 7,444,599 - 7,444,599

The balance for the current year refers to the 2018 interest accrued on the remaining bond notes, as described in Note 16.

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Note 22 – TRADE LIABILITIES Trade payables The table hereunder presents the trade payables due within the year following the reporting date. Amount Amount Current trade liabilities Changes Dec. 31, 2017 Dec. 31, 2018 Due to suppliers 32,093,967 (4,498,531) 27,595,436 Trade payables due to parent companies 9,160,087 (6,112,669) 3,047,418 Trade payables due to affiliates 6,627,440 5,998,074 12,625,514 Concession fees (1) 7,916,743 255,507 8,172,250 Annual toll surcharge (2) 958,486 (365,783) 592,703 Trade payables 56,756,723 (4,723,402) 52,033,321

(1) Decree Law 78, Article 15, paragraph 4 of May 31, 2010 converted with Law 122/2010 and sub concession (Decree Law 69, Article 25, paragraph 3 of June 21, 2013)

(2) Law 296/2006, Article 1, paragraph 2020 The changes in the amount “due to suppliers” are attributable primarily to payment trends. The Statement of Cash Flows provides additional information. "Trade payables" include accounts due to other related parties, presented hereunder:

Amount Amount Trade payables due to other related parties Dec. 31, 2017 Dec. 31, 2018 Autostrade per l'Italia S.p.A. - 538,325 Argentea Gestioni S.c.p.a. - 117,056 Autogrill Italia S.p.A. - 63,309 Special-purpose vehicle BRE.BE.MI S.p.A. - 58,942 Telepass S.p.A. - 10,726 Società Autostrada Tirrenica per Azioni - 7,061 Raccordo Autostradale Valle d'Aosta S.p.A. - 298 Total - 795,717 The amount “due to parent companies” refers to the activity performed by A4 Holding S.p.A. under service agreements. The “payables due to affiliates” are detailed hereunder: Amount Amount Payables due to affiliates Changes Dec. 31, 2017 Dec. 31, 2018 A4 Mobility S.r.l. 5,100,044 4,865,857 9,965,901 A4 Trading S.r.l. 1,394,859 222,096 1,616,955 Globalcar Service S.p.A. 116,306 11,218 127,524 Serenissima Partecipazioni S.p.A. 16,231 898,903 915,134 Total 6,627,440 5,998,074 12,625,514

The payables due to A4 Mobility S.r.l. refer to the creation of technological systems for the motorway, maintenance of toll booths and traffic systems. The payables due to A4 Trading S.r.l. refer to management services, plant maintenance at the headquarters and property surveillance services. The payables due to Globalcar Service S.p.A. refer to maintenance of winter vehicles and car rental services. The payables due to Serenissima Partecipazioni S.p.A. refer to trade transactions.

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Note 23 – CURRENT TAX LIABILITIES The “current tax liabilities” consist of the amount due to tax authorities and the annual changes therein. Amount Amount Description Changes Dec. 31, 2017 Dec. 31, 2018 Current tax liabilities 2,773,456 (2,019,607) 753,849 Current tax liabilities 2,773,456 (2,019,607) 753,849

Note 24 – OTHER CURRENT LIABILITIES This item consists of amounts due to social security agencies and payables that by their nature do not refer directly to financial and trade liabilities. Amount Amount Other current liabilities Changes Dec. 31, 2017 Dec. 31, 2018 Due to personnel 3,287,427 321,169 3,608,596 Social security 2,691,340 (713,790) 1,977,550 IRPEF withholding tax on employees 1,331,199 (132,130) 1,199,069 14th salary accrual and unused vacation time due to employees 798,220 (48,548) 749,672 VAT 9,165,360 (7,852,736) 1,312,624 Due for charitable donations 1,500,000 (1,500,000) - Total 18,773,546 (9,926,035) 8,847,511

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REVENUE Note 26 – REVENUE The changes in operating income are presented hereunder. Amount Amount Revenue Changes Dec. 31, 2017 Dec. 31, 2018 Toll revenue 387,797,861 13,241,151 401,039,012 Construction service revenue 13,290,829 (3,690,356) 9,600,473 Other revenue 10,270,041 2,455,878 12,725,919 Total Revenue 411,358,731 12,006,673 423,365,404

Toll revenue is the income deriving from motorway journeys, and includes the collection expenses paid to the Company as a contribution for its toll collection for other motorway operators with which an interconnection agreement is in effect and with which the tolls collected are split up. Toll revenue This item is detailed below. Amount Amount Toll revenue Changes Dec. 31, 2017 Dec. 31, 2018 Toll revenue 371,425,476 13,003,461 384,428,937 Royalties from sub-concessions 14,913,164 104,543 15,017,707 Toll collection recovery 1,459,221 133,147 1,592,368 Total 387,797,861 13,241,151 401,039,012

The motorway industry reports a 3.50% annual increase in toll revenue due to greater traffic and the rate increase. Total traffic increased by 1.27%, with heavy traffic up by 3.05% (+4.62% in 2017) and light traffic up by 0.61% (+2.17% in 2017). Further to the toll increase requested for 2018, in accordance with Article 15 of the Concession Agreement (pursuant to Art. 2, par. 82 et seq . of Decree Law 262 of October 3, 2006, converted into Law 286 of November 24, 2006, as amended) signed on July 9, 2007, with Interministerial Decree 624 of December 29, 2017 the Grantor approved a 2.08% rate increase for the Company effective from January 1, 2018 based on the unit toll per kilometer in effect on the A4 Brescia-Padua and A31 Valdastico motorway sections at December 31, 2017, pending approval of the revised Business Plan. The toll revenue includes the annual surcharge (see Note 27 on “other operating expenses”) which was €45,445 thousand in 2018 and €44,592 thousand in 2017. The royalties on fuel and food & beverage sales at the service stations amount to €15,018 thousand (€14,913 thousand in 2017), and have increased primarily as a result of the renegotiation of contracts with sub-operators. The toll collection recovery corresponds to the amount paid to the Company by motorway operators involved in dividing up tolls for mere transit with respect to entering or exiting the sections belonging to Autostrada Bs Pd S.p.A. Construction service revenue Turnover from the development of other construction projects was €9,600 thousand (€13,291 thousand in 2017). Note 2 provides more detailed information on investments in motorway activities. In accordance with the accounting model adopted under IFRIC 12, the “construction service revenue” represents the fee due for the activity performed; it is measured at fair value on the basis of the total costs incurred and stated as operating expenses.

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Other revenue The composition of other revenue is shown below. Amount Amount Other revenue Changes Dec. 31, 2017 Dec. 31, 2018 Recharges regarding seconded personnel 3,671,645 (29,633) 3,642,012 Services provided to third parties 3,371,742 (562,863) 2,808,879 Revenue from expense refunds 443,258 1,553,480 1,996,738 Compensation for damages to motorway structures 1,160,230 459,518 1,619,748 Revenue from radio system and service station operation 533,390 104,200 637,590 Revenue from crossings 156,010 212,632 368,642 Grants for operating expenses 325,091 (227,982) 97,109 Sundry 608,675 946,526 1,555,201 Total 10,270,041 2,455,878 12,725,919

Revenue from related parties The following table presents the total revenues from related parties (transactions with parent companies, subsidiaries, affiliates and associates): Amount Amount Parent company Description Dec. 31, Changes Dec. 31, 2017 2018 Recharges of seconded personnel, consulting A4 Holding S.p.A. 3,584,791 88,517 3,673,308 services and sundry costs Amount Amount Affiliates and Description Changes associates Dec. 31, Dec. 31, 2017 2018 Recharges of seconded personnel and sundry A4 Trading S.r.l. 523,432 (454,951) 68,481 costs A4 Mobility S.r.l. Inventory management 72,379 (17,175) 55,204 Globalcar Service S.p.A. Building lease - 35,412 35,412 Irideos S.p.A. (formerly Recalculation of fiber optics use 14,084 (14,084) - Infracom Italia S.p.A.) Serenissima Costruzioni Motorway crossing accrual 190 (190) - S.p.A. (*) Amount Amount Other related parties Description Dec. 31, Changes Dec. 31, 2017 2018 Argentea Gestioni Toll booth collection services - 155,225 155,225 S.c.p.a. Autogrill Italia S.p.A. Royalties - 127,293 127,293 Autostrade per l'Italia Toll revenue - 19,143 19,143 S.p.A. Special -purpose vehicle Toll revenue - 5,045 5,045 BRE.BE.MI S.p.A. Total related parties 4,194,876 (55,765) 4,139,111

(*) the amounts refer to transactions up to when the companies left the A4 Holding Group (Serenissima Costruzioni S.p.A. on March 17, 2017 and Irideos S.p.A. -- formerly Infracom Italia S.p.A. -- on July 28, 2017).

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EXPENSES Note 27 – OPERATING EXPENSES The operating expenses consist of the following components.

Amount Amount Operating expenses Changes Dec. 31, 2017 Dec. 31, 2018

Raw and ancillary materials, consumables and goods 1,552,927 (105,440) 1,447,487

Services 112,994,346 3,641,017 116,635,363 Use of third-party assets 3,435,118 (67,758) 3,367,360 Cost of personnel 48,787,236 (5,408,212) 43,379,024

Other operating expenses 54,046,616 1,321,558 55,368,174

(Gains)/ losses on fixed asset disposals - (23,577) (23,577)

Total operating expenses 220,816,243 (642,412) 220,173,831

The items in the table above and the changes therein are explained hereunder. Raw and ancillary materials, consumables and goods This item includes the costs incurred to purchase materials and various devices used for normal business operations and maintenance of the road infrastructure. Amount Amount Raw and ancillary materials, consumables and goods Changes Dec. 31, 2017 Dec. 31, 2018 Fuel and lubricants 725,107 (47,874) 677,233 Salt and sand 155,939 251,572 407,511 Garments and safety devices 370,160 (152,529) 217,631 Sundry costs 301,721 (156,609) 145,112 Total 1,552,927 (105,440) 1,447,487

Services This item consists primarily of the costs incurred to build road infrastructures and for ordinary management, maintenance and repair activities. Amount Amount Services Changes Dec. 31, 2017 Dec. 31, 2018 Maintenance costs 74,824,883 7,768,131 82,593,014 Manned and automated tollbooth operating expenses 11,198,033 712,628 11,910,661 Costs for motorway construction 13,290,829 (3,690,356) 9,600,473 IT and telecom services 5,009,541 (717,986) 4,291,555 Utilities 4,545,756 (880,835) 3,664,921 Insurance 1,545,124 148,991 1,694,115 Technical, administrative, legal and tax consulting services 1,555,415 (414,271) 1,141,144 Sundry 1,024,765 714,715 1,739,480 Total 112,994,346 3,641,017 116,635,363

The cost increase is attributable to more maintenance carried out compared with the prior year. “Maintenance costs” include the use of provisions for costs incurred but expected in previous years, and current allocations to the “provision for repair and replacement of road infrastructure”; Note 15 provides additional details. “Sundry” includes the Board of Statutory Auditor fees of €120 thousand (€119 thousand in 2017).

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The following table sets forth the 2018 fees for the audit and any non-audit services rendered by the independent auditing firm and its network. Type of service Firm supplying the service 2018 fees Audit of financial statements Parent company's auditor 69,700 Total 69,700

Use of third-party assets The costs for using third-party assets refer mainly to property leases and rentals of operating assets. Amount Amount Use of third-party assets Changes Dec. 31, 2017 Dec. 31, 2018 Property leases 1,645,934 (97,168) 1,548,766 Rentals of operating assets 1,789,184 29,410 1,818,594 Total 3,435,118 (67,758) 3,367,360

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Cost of personnel The cost of personnel consists of the following components. Amount Amount Cost of personnel Changes Dec. 31, 2017 Dec. 31, 2018 Total cost of personnel 48,787,236 (5,408,212) 43,379,024

The cost of personnel includes the annual post-employment benefits paid into supplementary pension funds; additional details are provided in Note 14. The cost of personnel consists of the following types: Amount Amount Description Changes Dec. 31, 2017 Dec. 31, 2018 Cost of personnel 44,852,804 (2,525,424) 42,327,380 Director remuneration 308,113 (165,628) 142,485 Cost of seconded personnel 3,626,319 (2,717,160) 909,159 Total recognized in Income Statement 48,787,236 (5,408,212) 43,379,024 The average number of employees is set forth below: n. n. Average number employees Changes Dec. 31, 2017 Dec. 31, 2018 Upper management 5 (1) 4 Lower management 21 (2) 19 White-collar staff 412 40 452 Blue-collar workers 86 (67) 19 Total 524 (30) 494

Other operating expenses This item consists of all operating and non-operating (other than financial) costs not attributable to other items. Amount Amount Other operating expenses Changes Dec. 31, 2017 Dec. 31, 2018 Annual surcharge paid to ANAS 44,591,584 853,888 45,445,472 Motorway sub -concession and concession fees paid to ANAS 8,143,589 298,279 8,441,868 and the Ministry of the Treasury Taxes and duties (IMU property tax, TARI garbage tax, TASI 976,920 (106,422) 870,498 municipal tax for indivisible services, etc.) Membership dues 330,193 240,068 570,261 Sundry costs 4,330 35,745 40,075 Total 54,046,616 1,321,558 55,368,174

Note 28 – DEPRECIATION, AMORTIZATION, PROVISIONS AND IMPAIRMENT LOSSES The composition of this item is presented below.

Depreciation, amortization, provisions and impairment Amount Amount Changes losses Dec. 31, 2017 Dec. 31, 2018 Depreciation of property, plant and equipment 191,189 (13,602) 177,587 Amortization of concession rights 87,381,521 1,009,395 88,390,916 Amortization of other intangible assets 54,849 30,715 85,564 Allocation for risks and charges 384,853 157,162 542,015 (Use of)/allocation to provisions for Concession Agreement (4,929,067) (9,295,447) (14,224,514) commitments Total depreciation, amortization, provisions and 83,083,345 (8,111,777) 74,971,568 impairment losses Depreciation and amortization Depreciation and amortization are described in the section on the Statement of Financial Position items (Notes 1 and 2).

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(Use of)/allocation to provisions for Concession Agreement commitments The net balance between the allocation to the provision for risks and charges and the use thereof (Note 15) consists primarily of the net balance of investments made in the motorway sector.

INCOME AND COSTS FROM FINANCING ACTIVITIES

Note 29 – INCOME AND COSTS FROM FINANCING ACTIVITIES Financial income The composition is set forth below: Amount Amount Financial income Changes Dec. 31, 2017 Dec. 31, 2018 Financial income on receivables 5,899 7,268 13,167 Other financial income 173,551 497,087 670,638 Total financial income 179,450 504,355 683,805

Other financial income refers to the income accrued on bank and postal accounts. Finance costs This item consists of costs deriving from financing activities. Amount Amount Finance costs Changes Dec. 31, 2017 Dec. 31, 2018 Interest expense on loans 29,497,635 (17,798,065) 11,699,570 Finance costs on IFRIC 12 allocation 4,329,496 (362,278) 3,967,218 Interest expense on sundry payables 412,275 (137,028) 275,247 Other finance costs 126,449 107,459 233,908 Writedown of financial receivables under IFRS 9 - 1,708,509 1,708,509 Total finance costs 34,365,855 (16,481,403) 17,884,452

The “interest expense on loans” consists of interest costs accrued on the bond notes that have a nominal value of €600 million plus the amount calculated as a result of recognizing the loan with the amortized cost method. The “finance costs on IFRIC 12 allocation” correspond to the 2018 finance costs for the "cyclical maintenance" provision under IFRIC 12 (see Note 15). The 2018 "interest expense on sundry payables” includes €275 thousand regarding the financial component present in the measurement of the provision for post- employment benefits under IAS 19 (€248 thousand in 2017). The “other finance costs” consist primarily of bond charges. The "writedown of financial receivables under IFRS 9" comprises the effect of IFRS 9 adoption in 2018 on the financial receivables. Note 4 provides more details. Other expenses from financing activities No “other expenses from financing activities” are reported for the year; in 2017 they consisted of writedowns of the interests in Nogara Mare Adriatico S.c.p.a. and GRA di Padova S.p.A. and of the related financial receivables. Amount Amount Other expenses from financing activities Changes Dec. 31, 2017 Dec. 31, 2018 Writedowns (revaluations) of equity investments 1,729,400 (1,729,400) - Total finance costs 1,729,400 (1,729,400) -

Capitalized finance costs No finance costs were capitalized in 2017 and 2018.

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Expenses with related parties The following table presents the total costs referring to related parties (transactions with parent companies, subsidiaries, affiliates, associates and other related parties) incurred in the year under review and in the previous year: Amounts in 2018 Cost of raw Cost for and ancillary use of Other Cost of Cost of Finance Amounts in Euros materials, third- operating TOTAL services personnel costs consumables party expenses and goods assets A4 Mobility S.r.l. - 23,602,773 - - - - 23,602,773 A4 Holding S.p.A. - 10,745,733 - 60,000 - 603,934 11,409,667 A4 Trading S.r.l. 17,446 4,840,721 41,967 - - - 4,900,134 Globalcar Service S.p.A. - 1,525,687 1,814,635 - - - 3,340,322 Autostrade per l'Italia S.p.A. - 135,178 - - - - 135,178 Serenissima Partecipazioni S.p.A. - - 54,000 - 26 - 54,026 Autogrill S.p.A. - 51,893 - - - - 51,893 Special-purpose vehicle BRE.BE.MI S.p.A. - - - - 17,255 - 17,255 Abertis Infraestructuras S.a. ------Total as at Dec. 31, 2018 17,446 40,901,985 1,910,602 60,000 17,281 603,934 43,511,248

Amounts in 2017 Cost of raw and Cost for Other ancillary use of operatin Cost of Cost of Finance Amounts in Euros materials, third- g TOTAL services personnel costs consumabl party expense es and assets s goods A4 Holding S.p.A. - 11,041,444 - 60,000 18 - 11,101,462 Abertis Infraestructuras S.A. - - - 95,000 - - 95,000 A4 Mobility S.r.l. 41 19,372,489 - - - - 19,372,530 A4 Trading S.r.l. 801 5,213,226 41,593 - - - 5,255,620 Globalcar Service S.p.A. 677 1,584,279 1,743,619 - - - 3,328,575 Serenissima Costruzioni S.p.A. (*) - 375,016 - - 5 - 375,021 Serenissima Partecipazioni S.p.A. - - 52,998 - 266 - 53,264 Irideos S.p.A. (formerly Infracom - 17,161 - - - - 17,161 Italia S.p.A) (*) Total as at Dec. 31, 2017 1,519 37,603,615 1,838,210 155,000 289 - 39,598,633

(*) the amounts refer to transactions up to when the companies left the A4 Holding Group (Serenissima Costruzioni S.p.A. on March 17, 2017 and Irideos - formerly Infracom Italia S.p.A. - on July 28, 2017).

TAX EXPENSE AND INCOME Note 30 – TAX EXPENSE AND INCOME The “tax expense and income” refer to current taxes and deferred tax income/expense. Amount Amount Tax expense and income Changes Dec. 31, 2017 Dec. 31, 2018 Current taxes (24,529,610) (4,461,627) (28,991,237) Deferred tax income/expense 3,550,264 (3,593,798) (43,534) Total tax (expense)/income (20,979,346) (8,055,425) (29,034,771)

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The current income taxes represent the Company's tax burden, as set forth below: Amount Amount Current taxes Changes Dec. 31, 2017 Dec. 31, 2018 IRES 20,903,198 3,686,966 24,590,164 IRAP 3,626,412 774,661 4,401,073 Total 24,529,610 4,461,627 28,991,237

The reconciliation between the theoretical tax and the tax effectively incurred in the year is set forth below:

Taxable Taxable Reconciliation between Tax effect Tax effect theoretical tax and effective income income tax: IRES+IRAP Dec. 31, 2017 Tax % Dec. 31, 2018 Tax %

Profit before tax 71,579,872 111,019,358 Theoretical tax 19,970,784 27.90% 30,974,401 27.90% Permanent differences on equity investment and financial 1,729,400 482,503 27.90% - - receivable writedowns Other permanent differences 4,394,477 1,226,059 27.90% (4,952,075) (1,381,630) 27.90% (IRAP) Provision for taxes – (reduced working hours or "ROL" and Aid - (700,000) - (558,000) to Economic Growth or "ACE" effects) Current taxes for the year 20,979,346 29.31% 29,034,771 26.15%

Taxable Taxable Reconciliation between Tax effect Tax effect theoretical tax and effective income income tax: IRES Dec. 31, 2017 Tax % Dec. 31, 2018 Tax %

Profit before tax 71,579,872 111,019,358 Theoretical tax 21,546,641 24.00% 26,644,646 24.00% Permanent differences on equity investment and financial 1,729,400 415,056 24.00% - - receivable writedowns Other permanent differences (17,908,963) (4,298,151) 24.00% (4,952,075) (1,188,499) 24.00% Provision for taxes – (reduced - (700,000) - (558,000) working hours or "ROL" effect) Current taxes for the year 16,963,546 23.70% 24,898,147 22.43%

Taxable Taxable Reconciliation between Tax effect Tax effect theoretical tax and effective income income tax: IRAP Dec. 31, 2017 Tax % Dec. 31, 2018 Tax %

Profit before tax 71,579,872 111,019,358 Theoretical tax 2,791,615 3.90% 4,329,755 3.90% Effect on income of IRAP - 2,080,000 - - deferred tax assets Permanent differences on equity investment and financial 1,729,400 67,447 3.90% - - receivable writedowns Other permanent differences (23,673,385) (923,262) 3.90% (4,952,075) (193,131) 3.90% Current taxes for the year 4,015,800 5.61% 4,136,624 3.73%

Deferred tax income and expense represent the tax burden of the year taking into account the time lag between the statutory and tax rules and the tax effects of the transactions recognized in the 2018 financial statements. The deferred tax income and expense results mainly from the transition to IFRS and the different taxation of depreciation and amortization. Pursuant to the amendment to IAS 19, the effects of deferred tax assets/liabilities on actuarial gains and losses of employee benefits were recognized directly in equity in the "actuarial reserve" with the contra account in the Statement of Comprehensive Income. Generally, deductible temporary differences do not expire under the tax legislation. The balances of the deferred tax assets are summarized hereunder. Deferred tax assets Deferred tax assets

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Dec. Dec. 31, 31, 2017 2018 Taxable Tax Description Tax rate Tax Taxable income Tax income rate Concession rights - IFRIC 12 117,224,857 27.90% 30,625,630 95,763,953 27.90% 26,718,143 effects Risk provisions 149,444,351 27.90% 41,669,667 170,110,173 27.90% 47,460,738 Provision for charitable donations 3,724,885 27.90% 1,039,243 3,699,885 27.90% 1,032,268 under Law 182/82 Employee benefits – IAS 19 1,705,271 27.90% 475,771 1,524,440 27.90% 425,319 Non -deductible Director 100,000 27.90% 27,900 60,000 27.90% 16,740 remuneration Writedown of receivables 133,804 27.90% 37,331 162,470 27.90% 45,329 Writedown of financial receivables 656,369 27.90% 183,127 2,256,894 27.90% 629,673 Total deferred tax assets 74,058,669 76,328,210 The balances of the deferred tax liabilities are summarized hereunder. Deferred tax liabilities Deferred tax liabilities Dec. Dec. 31, 31, 2017 2018 Taxable Tax Description Tax rate Tax Taxable income Tax income rate Transaction costs for obtaining bond loan deducted from taxes in 3,916,139 24% 939,874 1,982,613 24% 475,827 2016 Total deferred tax liabilities 939,874 475,827

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DISCONTINUED OPERATIONS

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DISCONTINUED OPERATIONS

Note 31 – DISCONTINUED OPERATIONS

This item presents no changes for the year.

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FINANCIAL INFORMATION

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FINANCIAL INFORMATION

Note 32 - Statement of Cash Flows The Statement of Cash Flows presents the changes in the cash and cash equivalents during the year. In accordance with IAS 7 - "Statement of Cash Flows", cash flows are classified into operating activities, investing activities and financing activities. The changes resulting in the generation of cash flows of €110,103 thousand are described in this section; in 2017 cash flows of €116,580 thousand were used. The 2018 Statement of Cash Flows presents €180,826 thousand generated by operating activities (€181,763 thousand in 2017), €181,149 thousand of which derived from self- financing (€161,693 thousand in 2017), €323 thousand of which was used for current operating activities (in contrast to €20,070 thousand generated in 2017) considering tax payments of €30,220 thousand (€31,725 thousand in 2017). Investing activities, which concerned primarily road infrastructure, used cash flows of €27,375 thousand (€25,774 thousand in 2017). The item includes the costs for cyclical maintenance on the motorway infrastructure (IFRIC 12). Financing activities used cash flows of €43,348 thousand in the year, whereas financing activities used cash flows of €272,569 thousand in 2017. In 2018 cash flows were used to pay interest of €10,292 thousand and dividends of €34,700 thousand. In 2017 cash flows were used to redeem €199,959 thousand of the bond notes, pay interest of €29,215 thousand and pay dividends of €42,000 thousand. The cash and cash equivalents at the end of the year were €205,193 thousand, compared with the previous year's amount of €95,089 thousand.

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Information on net financial position The Company's net financial position is set forth hereunder. The foregoing notes on the Statement of Financial Position describe the individual items. Dec. 31, 2017 Dec. 31, 2018 Cash on hand (2,726,317) (2,060,290) Bank accounts (92,362,835) (203,132,369) Other cash and cash equivalents - - Cash and cash equivalents (95,089,152) (205,192,659) Current financial receivables - - Total current financial assets - - Total current financial assets - -

Short-term loans - - Bank overdrafts - - Other current financial liabilities 7,444,599 7,444,599 Total current financial liabilities 7,444,599 7,444,599 Current (net financial position)/net financial debt (87,644,553) (197,748,060) Medium/long-term loans 396,464,834 398,052,997 Other non-current financial liabilities 4,742,290 6,490,349 Non-current financial debt 401,207,124 404,543,346 (Net financial position)/ Net financial debt 313,562,571 206,795,286

Non-current financial receivables (4,669,740) (4,429,071) Other non-current financial assets - - Total non-current financial assets (4,669,740) (4,429,071) Total (net financial position)/net financial debt 308,892,831 202,366,215

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ADDITIONAL INFORMATION

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ADDITIONAL INFORMATION

Financial risk management In accordance with IFRS 7, the following financial risks to which the Company is potentially exposed in its business activities are disclosed: • “liquidity risk” deriving from the lack of sufficient financial resources to fund the operating activities and to meet the obligations assumed; • “interest rate risk” deriving primarily from exposure to interest rate fluctuations. The Company manages and mitigates the above risks in keeping with the corporate objectives set by the Board of Directors in the approved strategic plans. Liquidity risk Liquidity risk consists of the possibility that the available financial resources could be inadequate for settling the obligations falling due. The Company has implemented a procedure aimed to contain costs and to facilitate the access to sources of sufficient funding to satisfy the planned financial needs, taking into account its ability to generate cash flows, the extensive diversification of funding sources and the availability of existing credit lines. Medium/long term loans of €398,053 thousand (€396,465 thousand at December 31, 2017) are dedicated to investments in revertible assets. Loans are procured for the necessities associated with the investment plan included in the current 2007-2046 Business Plan approved by the Grantor. The aforementioned credit lines represent "bridge financing" pending the structuring of the "main debt" of the entire investment plan. The financial liabilities existing as at December 31, 2018 are broken down below by maturity. The amounts are inclusive of interest payments. Carrying Type of financial liability Contractual cash flows amount Dec. 31, within 12 from 1 to 5 after 5 Total 2018 months years years Loans 398,052,997 400,041,000 - 400,041,000 - Other borrowings 7,444,599 19,001,950 9,500,975 9,500,975 - Total 405,497,596 419,042,950 9,500,975 409,541,975 -

The financial liabilities existing as at December 31, 2017 are broken down below by maturity. The amounts are inclusive of interest payments (variable-rate interest payments were calculated on the basis of the last rate available at the end of each year kept constant until maturity). Carrying Type of financial liability Contractual cash flows amount Dec. 31, within 12 from 1 to 5 after 5 Total 2017 months years years Loans 396,464,834 400,041,000 - 400,041,000 - Other borrowings 7,444,599 28,500,000 9,500,000 19,000,000 - Total 403,909,433 428,541,000 9,500,000 419,041,000 -

Type of financial liability Carrying Contractual cash flows amount Dec. 31, 2017 Total within 12 from 1 to 5 after 5 years months years Loans 396,464,834 400,041,000 - 400,041,000 - Other financial liabilities 4,742,290 28,500,000 9,500,000 19,000,000 - Total 401,207,124 428,541,000 9,500,000 419,041,000 -

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Liquidity risk needs to be assessed considering that the Company has the following financial assets against future cash outflows deriving from the financial liabilities shown in the table above:

Type of financial asset Dec. 31, 2017 Dec. 31, 2018

Cash and cash equivalents 95,089,153 205,192,659

Non-current receivables and other financial assets 4,669,740 4,429,071

Total 99,758,893 209,621,730

Interest rate risk In the course of its business activity, the Company is exposed to fluctuations of interest rates, mainly with respect to banks. This risk is managed with the following main objectives: • defend Business Plan targets from the effects of exposure to interest rate risk, by identifying the most financially advantageous interest rate; • pursue a potential reduction in the cost of debt within the risk limits set by the Board of Directors; • manage any financial derivatives, taking into account the impact on the financial statements that they could have due to their classification and accounting treatment. No derivatives to hedge interest rate risk were in place at the reporting date. The potential impact of such risk is low due to the temporary lack of medium/long-term loans that, if raised, could be managed with hedges against interest rate risk. Interest rate risk is also associated with the uncertainty produced by the interest rate trend, and is presented as a cash flow risk, or the presence of assets and liabilities with cash flows indexed at a market interest rate. The related interest flows are recognized in the Income Statement as they occur. Sensitivity analysis A 100 basis point increase/decrease of the yield curve at the end of the reporting period would have the following effects on equity and profit or loss (before taxes):

December 31, 2018 Profit/(loss) for the Equity year (amounts in thousands of Euros) +100 bp -100 bp +100 bp -100 bp

Variable-rate loans - - - -

December 31, 2017 Profit/(loss) for the Equity year (amounts in thousands of Euros) +100 bp -100 bp +100 bp -100 bp

Variable-rate loans - - - - Pursuant to the issuance of the notes totaling €600 million in March 2015 (amounting to a nominal value of €400 million at December 31, 2018), and given the absence of additional bank borrowings and the expectation to not borrow from banks in 2019, at the end of the reporting period the Company was not exposed to risks deriving from changes in the yield curve, so sensitivity analysis is not meaningful.

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Minor risks for the Company

Credit risk Credit risk is low for the Company due to the effects of a consistent credit management process using a reciprocity-based approach, and of selecting counterparties with a high credit standing. Receivables that are objectively irrecoverable in whole or in part, adjusted to their fair value, are written down on an itemized basis. The provision for doubtful accounts takes into account the estimated recoverable amounts and the related collection date, future charges, future recovery costs, and guarantees and security deposits received from customers. For receivables not written down individually, provisions have been made on a statistical basis based on past experience and the information available. Price risk The Company is not exposed to significant price risk in the ordinary performance of its business activity. Other risks In November 2017 the Company received a refund claim from Confederazione Autostrade S.p.A. for incurred expenses of €7,658,189 regarding planning for the “Medio Padano Veneta Nogara Adriatic Sea Regional Motorway by use of Project Financing”, as the winning bidder of the tender for the planning/construction/operation of such project. Autostrada BS PD denied the claim which it considers groundless. The proposal for the “planning, construction and operation of the Medio Padano Veneta Nogara Adriatic Sea Regional Motorway by use of Project Financing” was launched by Confederazione Autostrade S.p.A. with the Veneto Region, and the Veneto Region passed a resolution on March 28, 2006 stating that the work was of public interest. Over time, costs were incurred by Confederazione and by other companies of the temporary association of companies ("ATI") involved in the project; the mixed temporary grouping of companies consists of Autostrada BS PD S.p.A., the leading agent, with a 40% allotment; Società delle Autostrade Serenissima S.p.A. (formerly Società delle Autostrade Venezia Padova) as principal, with a 10% allotment; Confederazione Autostrade, associate promoter, previous pre-emption right holder, with a 10% allotment; Astaldi Concessioni S.p.A., principal, 10% allotment; Astaldi S.p.A., principal, 10% allotment; Ing. e Mantovani S.p.A., principal, 14%; Itinera S.p.A., principal, 10% allotment, and grouping of planners formed by Technital S.p.A. as the leading company and SINA S.p.A. as the principal. Pursuant to: • the provision to close down the project/work, issued by the Veneto Region; • the ensuing appeal at the Regional Administrative Court ("TAR") filed by the ATI, which was denied in November 2018 on grounds that attribute to the winning ATI, and within its scope to the Promoter Confederazione Autostrade, the responsibility for the failure of the operation – the refunding of such costs is currently uncertain. In substance, in the TAR's opinion, the grant required for the signing of the contract was indicative of a previous error in the traffic studies and in the estimates of the feasibility of the operation, for which the Promoter Confederazione Autostrade's project is primarily responsible, and which is beyond remedy unless the conditions of the original engagement are changed. In the TAR's opinion, the amount of the grant requested during the entire process demonstrates that the true objective of the entities was not to obtain the concession, but it was to obtain economic measures from the Veneto Region to recover the costs incurred. Therefore, the Veneto Region revoked the awarding of the contract due to the substantial refusal of the companies to take on the work and to not pay any compensation for damages, and does not take responsibility for the failure to stipulate the agreement. Essentially, the Project Promoter

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 108

allegedly made an inconsistent bid, as demonstrated by the new traffic study presented in 2016. Against the TAR's decision, and supported by its lawyers, the Directors of Confederazione Autostrade S.p.A. filed an appeal at the Council of State in order to have the costs incurred for the project paid regardless of the whether it will be carried out; however, considering the difficulties of taking action against a public entity and the time that legal action will take, the Directors of Confederazione Autostrade S.p.A. have informed the shareholders of the agent, i.e. Autostrada Brescia Padova S.p.A., of the risks involved in the operation. The Company has responded to Confederazione Autostrade S.p.A.'s claims through its in- house lawyers, confirming that nothing is due and no responsibility for, or disputes about, the initial planning errors can be attributed to it in any way.

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Fair value disclosures In order to improve the consistency and comparability of fair value measurements, in May 2011 the International Accounting Standard Board (IASB) issued IFRS 13 - "Fair Value Measurement", adopted in European Union Regulation 1255 of December 11, 2012, effective for periods beginning on or after January 1, 2013. Under IFRS 13, fair value measurements of financial instruments are categorized into a three-level hierarchy (par. 76-90) based on the type of inputs to the valuation techniques used, as follows: • Level 1 inputs: unadjusted quoted prices in active markets for items identical to the asset or liability being measured; • Level 2 inputs: inputs other than the quoted prices in determined in level 1 that are directly or indirectly observable for that asset or liability in active markets; • Level 3 inputs: unobservable inputs in active markets. As stated in the standard, the fair value hierarchy adopted for all financial instruments (shares, UCITS, debt securities, bond note issues and derivatives) gives the highest priority to quoted prices in active markets for the asset or liability being measured, or if unavailable, to the measurement of the assets or liabilities based on significant quotations, or referring to similar assets and liabilities. Secondarily, valuation techniques based on unobservable inputs, thus more discretionary, may be used. Recurring fair value measurements of assets and liabilities by fair value level The following table presents the IFRS 13 disclosures for the 2018 financial statement information: IFRS 13 Table Fair value Carrying in thousands of euros Note Level 1 Level 2 Level 3 Total amount

Financial assets measured at fair value Other equity investments 3 24,884 - - - 24,884 24,884

24,884 - - - 24,884 24,884

Financial assets not measured at fair value

Trade assets (*) 7 117,046 - - - -

Cash and cash equivalents (*) 11 205,193 - - - - Financial receivables 4 and 8 4,429 - - - 4,429 4,429

326,668 - - - 4,429 4,429

Financial liabilities not measured at fair value Loans 16 6,490 - - - 6,490 6,490 Secured bond notes 16 398,053 - - 398,053 - 398,053 Trade payables and other liabilities (*) 18 and 22 55,023 - - - - -

459,566 - - 398,053 411,033 404,543

(*) The amounts refer to current financial assets and liabilities whose carrying amount is deemed a reasonable approximation of the fair value, so it was not presented.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 110

Commitments and guarantees The guarantees issued by the Company are detailed below. Guarantees issued Dec. 31, 2017 Dec. 31, 2018 Sureties: To affiliates 18,657,995 - To others 30,106,960 31,510,203 Other guarantees To others 1,800,000 1,800,000 Total 50,564,955 33,310,203 The 2017 sureties to affiliates referred to a surety given to A4 Mobility S.r.l. within the scope of a loan designated to reorganize the "mobility division" debt. On January 29, 2018 the guarantee was terminated with A4 Mobiliy S.r.l.'s early repayment of the loan balance. Sureties to others, up by €1,403 thousand compared with 2017, consist of the following: • a €27,607 thousand surety issued to the Grantor guaranteeing the proper performance of the Concession operation under Article 6.2 of the Concession Agreement; • a €2,500 thousand surety issued to the Ministry of Infrastructure and Transport guaranteeing the proper performance of the project to build the Trento-Valdastico- Piovene Rocchette motorway section; • a €715 thousand surety issued to Serenissima Sgr “Fondo Serenissima Vitruvio” guaranteeing rental lease agreements in effect; • a €688 thousand surety issued to the Italian Revenue Agency guaranteeing the VAT refund demanded in 2018 regarding the Società Tangenziali Lombardo Venete in liquidation credit. The other guarantees to others include guarantees issued in the technical form of a pledge to third parties. They consist of a pledge over the shares of Società di progetto Brebemi set up by the main shareholders of the investee company within the scope of the framework loan agreement stipulated for such company guaranteeing the financing banks. The pledge regarded the entire interest owned, i.e. 1,800,000 shares out of a total number of 332,117,693 shares, corresponding to 0.54% of share capital. The commitments undertaken by the Company are presented below.

Description Dec. 31, 2017 Dec. 31, 2018 Commitments With parent companies 1,000,000 1,000,000 With others - - Total Commitments 1,000,000 1,000,000 The commitments with parent companies refer to the obligation toward the direct parent, A4 Holding S.p.A., regarding the reimbursement of all costs in the event of the enforcement of the €1,000,000 surety by Argentea Gestioni S.c.p.a. This commitment was recognized pursuant to the issuance by the parent, on behalf of Autostrada Brescia Verona Vicenza Padova S.p.A., of a surety on the contract stipulated on July 17, 2014 with Argentea Gestioni S.c.p.a. guaranteeing the proper fulfillment of the obligations relating to collection services for the A35 Brebemi S.p.A. motorway section. The surety expires on September 30, 2019.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 111

Subsequent events Since the end of the reporting period, there have been no extraordinary events that might affect the Company's business. From an operational standpoint, in early 2019 there have been no significant changes in motorway traffic trends, given the short period of analysis and the immateriality of traffic flows. The annual toll adjustment requested to the Ministry is 6.67% as from January 1, 2019: recognition of the toll is pending. On February 1, 2019 the Company stipulated a €100 million revolving credit facility with UBI Banca S.p.A. having the following conditions: • upfront fee: 0.5%; • commitment fee: 0.3%; • margin: 3%; • term: 36 months; • guarantees given: unsecured credit line. The agreement has a condition precedent whereby if the credit line is drawn down the Company must stipulate, after the redeeming the outstanding bond notes, to the extent of the maximum guaranteed amount of €200 million, a general lien pursuant to Legislative Decree 50/2016, Article 186, further supplemented with Correction Notice 164 of July 15, 2016, on the total moveable assets existing at any time until the Liability Period expires, so on all moveable assets, without exception, owned as per Civil Code Articles 812 (paragraph 3), 814, 815 and 816 and 817, and that will be purchased for any purpose by the Company to replace assets previously owned and that will subsequently become assets of the Company, and all rights concerning moveable assets as per Civil Code Article 813 including receivables due to the Company at any time and for any reason, including by the Grantor and/or succeeding operator under the Motorway Concession including but not limited to the following: a) the Company's existing and future works and capital goods; b) raw materials, inventories, fruit, goods and finished products existing at the Company or at external depositories or holders for any reason even if not included in point a above; c) present and future receivables due to the Company at any time and for any reason (including, without limitation, receivables deriving from the sale of goods as per point a and b above and other present and future receivables due to the Company at any time from any entity associated with the Project, including receivables due to the Company by the Grantor or by any succeeding grantor if the Agreement should terminate for any reason, including for cancellation, dissolution, rescission, breach, declaration of invalidity, withdrawal for any reason, including ex lege , revocation, etc. of the Agreement); and d) other rights referring to moveable assets as per Civil Code Article 813; excluding however: e) (i) assets regarding equipment and works, which must be transferred or returned to the Grantor, upon regular or early termination of the Concession Agreement for any reason; and f) (ii) assets subject to the provisions of Civil Code Article 822 et seq ., due to their being public-service capital goods or otherwise not owned by the Company.

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 112

The stipulation of the credit facility is part of the strategy developed by the Company's management to obtain the financial resources necessary to redeem the bond notes at their maturity on March 20, 2020. Specifically, the Revolving Credit Facility was stipulated to provide the Company with a prudent credit line that will enable it procure upon request the funding necessary for operating activities following the reduction in liquid assets that will occur upon payment of the bond notes.

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MANAGEMENT AND COORDINATION ACTIVITIES

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MANAGEMENT AND COORDINATION ACTIVITIES

Introduction For the purpose of exhaustive financial disclosure, the following additional information is provided, as required by Italian Civil Code Article 2497-bis , paragraph 4. Below is the key data from the most recently approved financial statements of A4 Holding S.p.A., which exercises management and coordination activities; it is based in Verona in Via Flavio Gioia 71 and has tax i.d. and VAT code 0021230237. Statement of Financial Position summary of company that exercises management and coordination Dec. 31, 2017 Dec. 31, 2016 ( *) (*) A) Receivables from shareholders for share capital still to be paid in - - B) Non-current assets 650,386,170 726,917,480 C) Current assets 46,294,497 58,986,235 D) Accrued income and prepaid expenses 170,353 135,764 Total assets 696,851,020 786,039,479

Total equity 581,294,133 637,039,110 B) Provisions for risks and charges 15,754,427 6,241,419 D) Payables 99,437,187 142,204,781 E) Accrued expenses and deferred income 365,273 554,169 Total liabilities 696,851,020 786,039,479

(*) data prepared under Italian GAAP

Income Statement summary of company that exercises management and coordination Dec. 31, 2017 Dec. 31, 2016 ( *) (*) A) Value of production 12,070,413 9,163,107 B) Cost of sales 11,067,757 9,820,406 Operating income 1,002,656 (657,299) C) Financial income/(costs) 18,846,325 (423,350) D) Adjustments to value of financial assets (23,041,709) (44,287,102) Profit before tax (3,192,728) (45,367,751) Income taxes for the year (2,552,250) 1,430,159 Profit/(loss) for the year (5,744,978) (43,937,592)

(*) data prepared under Italian GAAP

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2018 BOARD OF STATUTORY AUDITORS' REPORT

Autostrada Brescia Verona Vicenza Padova S.p.A. – 2018 IFRS Financial Statements 116

- BOARD OF STATUTORY AUDITORS ' REPORT FOR SHAREHOLDERS

PURSUANT TO ITALIAN CIVIL CODE ARTICLE 2429

Dear Shareholders: During the year ended December 31, 2018, which closed with a net profit year of €81.984 million (€50.601 million for 2017), the Board of Statutory Auditors performed the supervisory controls required by law in accordance with the Board of Statutory Auditors' code of conduct recommended by the Italian association of certified accountants by attending meetings of the corporate governance bodies, carrying out periodic controls, and meeting with the management of the independent Audit Firm, the member of the monocratic Supervisory Body, the head of the Internal Audit, and the main representatives of the various Company functions to exchange information about the activity performed and the oversight programs. In such context, the Board of Statutory Auditors, responsible for carrying out surveillance activities, was appointed at the General Meeting of March 30, 2017 for a three-year term (2017 - 2019) ending with the approval of the financial statements for the year ended December 31, 2019. DELOITTE & TOUCHE has a specific engagement for the independent audit of the accounts for a nine-year term (2016 - 2024), pursuant to Legislative Decree 39, Articles 13 and 16 of January 27, 2010, since Autostrada Brescia-Padova S.p.A. has the status of a Public Interest Entity. The Company is subject to management and coordination by Abertis Infraestructuras SA and has complied with all the disclosure requirements of Italian Civil Code Article 2497 bis . In accordance with Italian Civil Code Article 2429, we report the following: • we monitored the observance of the law and the Company’s by-laws; • we obtained from the Directors, on a regular basis, information concerning the general business performance, expected business developments, activity performed, and most significant transactions from a financial, cash flow and equity standpoint carried out during the year; we verified that they were compliant with the law and the by-laws and were not manifestly risky, hazardous, in potential conflict of interest, in contrast with the decisions taken at the General Meeting, or such as to compromise the integrity of the Company’s net worth; • we did not find or receive information from the Board of Directors, Independent Audit Firm or Supervisory Body about the existence of atypical transactions carried out with third parties or related parties; • during our controls, no claims or complaints were filed under Italian Civil Code Article 2408, and no omissions, reprehensible matters or irregularities came to our attention that would require mentioning in this report; • we attended the General Meetings and Board of Director meetings, which took place in compliance with the statutory, legislative and regulatory provisions that govern them. The decisions adopted appear to this Board to be compliant with the law and by-laws, and not manifestly risky, hazardous, in conflict of interest or such as to compromise the integrity of the Company’s net worth; • we obtained information about and monitored, as within our competence, compliance with the principles of fair management and the adequacy of the organizational structure through direct observation, obtaining information from the heads of the respective Company functions, and meetings with the Audit Firm; • the Report on Operations reports that the Corporate Liability Model pursuant to Legislative Decree 231/2001 was updated on July 12, 2018, as required by the Supervisory Body, to include the new crimes contemplated by such legislation; • during the year no opinions requested of the Board of Statutory Auditors were issued;

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• in accordance with Legislative Decree 39/2010, Article 19, the activities we performed in relation to the year 2018 are described hereunder: (a) Information for Board of Directors and Additional Report. The Board of Statutory Auditors is required to inform the Company's Board of Directors about the outcome of the independent audit and to send to such Board the additional report pursuant to Article 11 of the European Regulation, accompanied by any observations. In order to fulfill that obligation, we regularly exchanged information with the firm responsible for the independent audit, Deloitte & Touche S.p.A. (“Deloitte”), whereby we obtained information about the performance and the outcome of the audit. We will send to the Board of Directors the Additional Report pursuant to Article 11 of the European Regulation received from Deloitte with any observations of ours, if useful or necessary to enable the Board of Directors to improve the financial disclosures. (b) Monitoring of the financial reporting process and submission of recommendations or proposals to ensure the integrity thereof. We monitored the financial reporting process during meetings with the heads of the respective function. (c) Surveillance of the effectiveness of the internal control, internal audit and risks management systems During meetings with the head of the Internal Audit Function and by examining the documentation produced by such Function, we evaluated the operation of the Company's internal control system and its adequacy, compliance with the law, and management procedures and processes, as well as the implementation of the related plans for improvement recommended by the Function. We emphasize the need to train the administrative personnel on IFRS and IFRS updates, as the Audit Firm reported and highlighted in its report pursuant to Article 11. (d) Monitoring the independent audit of the financial statements We met regularly with the management of the independent Audit Firm (Deloitte), with which we established the exchange of information required. During the meetings we were informed about the key audit matters regarding valuation aspects and the main implications of the transactions characterizing the year 2018. In addition, we shared with the Audit Firm the significant accounting matters indicated by Deloitte. (e) Assessing and monitoring the audit firm's independence, particularly as concerns non-audit services. We monitored the audit firm's independence, taking into account Deloitte's internal procedure safeguarding its independence.

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(f) Selection of independent audit firm. As mentioned, Deloitte has been engaged to audit Autostrada Brescia-Padua's financial statements pursuant to Legislative Decree 39 of January 27, 2010, for the nine fiscal years ending from December 31, 2016 to December 31, 2024. When appointing a new firm for the audit, the Board of Statutory Auditors shall be obliged to perform the functions contemplated by European Regulation Article 16. ***

We have examined the draft financial statements for the year ended December 31, 2018, approved by the Board of Directors on March 19, 2019, made available to us within the time limits set forth in Civil Code Article 2429, and report the following thereon: The financial statements for the year ended December 31, 2018 were prepared on the basis of the International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) because the Company is required to prepare financial statements in accordance with International Accounting Standards as a result of the issuance of bond notes in 2015 on the Irish Stock Exchange. We point out the following: • the new accounting standards and interpretations that have been issued but are not effective yet are reported by the Directors; • section 7 ("Related party transactions") of the Directors' Report on Operations provides the amounts of the Company's trade receivables due at December 31, 2018 from related parties, parent companies, associates and affiliates; • concerning the bond notes subscribed by the Company in 2015 for originally €600 million, the Report on Operations provides information on the early redemption of notes in 2017 for a nominal value of € 200 million; • information is provided on the changes in the "provisions for risks and charges" in Note 15 of the explanatory notes; • since we are not responsible for the audit of the financial statements, we checked the general layout of the financial statements and their compliance with the law with respect to form and content, and have no particular finding to report thereon; • we checked the compliance with the law of the Report on Operations, and have no findings to report thereon; • in the Report on Operations accompanying the financial statements and in the explanatory notes, which may be referred to in this respect, the Directors described the ordinary transactions carried out during the year with related parties or Group companies; • no significant issues or matters worth mentioning in this report emerged from the contacts with the corresponding Boards of the associated companies; • we verified the amounts of the non-current tangible and intangible assets, which are recognized at cost (excluding the exemptions described in the explanatory notes to the financial statements) and depreciated and amortized over their estimated useful life; • we acknowledged, based on the Directors' assessments, that no factors of uncertainty originating from events or circumstances exist that could compromise the going concern assumption. Specifically, concerning Concession aspects, the Report on Operations provides information on the approval status of the Business Plan regarding the current regulatory period; • we monitored the effectiveness of the audit process, and discussed the activities performed with the Audit Firm; • the Audit Firm, with which we last met on March 13, 2019 and April 9, 2019, issued its Auditors' Report on April 12, 2019, along with the accompanying reports required by the regulations. The Reports do not contain any qualifications or matters of emphasis;

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• on April 12, 2019, we obtained from the Audit Firm the Report pursuant to Regulation (EU) 537/2014, Article 11. That report contains observations that have been submitted to the attention of the Board of Directors. As described in the Report on Operations, the Company's Directors opted for the exemption from the preparation of the statement of non-financial information pursuant to Legislative Decree 254, Article 6, paragraph 1 of December 30, 2016. In consideration of the foregoing, and as within our competence, we have no reasons to object to the approval of the financial statements for the year ended December 31, 2018. With respect to the allocation of the profit for the year, we emphasize that the dividend policy must be characterized by prudence and take into account the Company's constraints due to the nature of the business performed under the concession insofar as to ensure an adequate level of capitalization for the achievement of the business purpose. That need, in the current situation, is accentuated as a result of the significant costs deriving from the investment plan approved under the concession. Adoption of prudent criteria is also justified because the updating process of the concession arrangement and relevant Business Plan (still pending) has not been completed. For such reasons, this Board does not agree with the proposal for the allocation of profit formulated by the Board of Directors in their March 19, 2019 meeting, and recommends the Shareholder to adopt suitable decisions that respect the actual existing legal situation and current regulatory framework.

Verona; April 12, 2019 BOARD OF STATUTORY AUDITORS - Vito Galizia (Chairman) - Felice Morisco - Cristiano Maccagnani - Leonardo Cossu - Giuliano Terenghi

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2018 INDEPENDENT AUDITORS' REPORT

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PROPOSAL FOR ALLOCATION OF 2018 PROFIT

The following matters are proposed for deliberation at the General Meeting: • approval of the 2018 Financial Statements as submitted and of the Board of Directors' Report; • allocation of the profit for the year of €81,984,587 to the legal reserve in an amount of €4,099,229 (5% of profit as per Italian Civil Code Article 2430) and the remaining €77,855,358 as follows: 1. €52,625,000 for the distribution of dividends; 2. €25,260,358 to retained earnings • granting of authorization to the Chairman of the Board of Directors to perform all the consequential activities necessary.

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