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Explanatory Report Presented by the Board Of [Free translation for information purposes] EXPLANATORY REPORT PRESENTED BY THE BOARD OF DIRECTORS OF ABERTIS INFRAESTRUCTURAS, S.A., EVALUATING THE COMPETENCY, EXPERIENCE AND MERITS OF THE DIRECTOR MR FRANCISCO JOSÉ ALJARO NAVARRO. ____________________________________________________________ The Board of Directors of Abertis Infraestructuras, S.A. is issuing this document for the purposes of informing the proposal to be submitted to the General Meeting of the appointment of a Director carried out by the Board, taking into account the statutory provisions. For the purposes of analyzing said appointment, the Board has taken into consideration the regime established on the Company Bylaws for the purpose of evaluating the skills, experience and merits of the proposed Director. In fact, having evaluated all the requirements relating to the proposed Director's good professional competence, appropriate skills and experience for exercising his duties as a director and readiness to enforce the good governance of the company, not to mention his capacity and professional career, the Board of Directors, based on a previous report from the Appointments and Remuneration Committee, resolved on 25th September 2018, that the Board endorses to submit to the General Meeting the appointment, as member of the Board of Directors to Francisco José Aljaro Navarro. The Board of Directors believes that Mr Francisco José Aljaro Navarro brings his outstanding experience and knowledge of the corporate sector to Abertis Infraestructuras, S.A. and that he will, without doubt, help in the taking of decisions within the Board. For the purposes of supplementing this information, attached to the present report is Mr Francisco José Aljaro Navarro CV. In Madrid, on the 25th day of September 2018. 1 [Free translation for information purposes] CURRICULUM VITAE: FRANCISCO JOSÉ ALJARO NAVARRO He was born in Córdoba, in 1961. He has a Degree in Business Management and Administration by the Universidad Pontificia Comillas ICAI-ICADE. His career began at Arthur Andersen as Audit Manager. In 1991, he joined the Cortefiel group as CFO. Subsequently, as Director of Strategy, Finance and Control, he played a part in the international growth of the company until 2003, when he took up a similar position in the González Byass Group. He joined the Abertis Group in 2005 as CFO. Additionally to CFO duties, he is joint and several administrator of the companies fully owned by Abertis and member, among others, of the boards of Hispasat, Arteris (Brazil), Partícipes (Brazil), SANEF (France) and Vías Chile. Finally, on 6th February 2018, he is appointed Executive Director - Chief Executive Officer of Abertis Infraestructuras, S.A. 2 [Free translation for information purposes] EXPLANATORY REPORT PRESENTED BY THE BOARD OF DIRECTORS OF ABERTIS INFRAESTRUCTURAS, S.A., EVALUATING THE COMPETENCY, EXPERIENCE AND MERITS OF THE DIRECTOR MR CARLO BERTAZZO. ____________________________________________________________ The Board of Directors of Abertis Infraestructuras, S.A. is issuing this document for the purposes of informing the proposal to be submitted to the General Meeting of the appointment of a Director carried out by the Board, taking into account the statutory provisions. For the purposes of analyzing said appointment, the Board has taken into consideration the regime established on the Company Bylaws for the purpose of evaluating the skills, experience and merits of the proposed Director. In fact, having evaluated all the requirements relating to the proposed Director's good professional competence, appropriate skills and experience for exercising his duties as a director and readiness to enforce the good governance of the company, not to mention his capacity and professional career, the Board of Directors, based on a previous report from the Appointments and Remuneration Committee, resolved on 25th September 2018, that the Board endorses to submit to the General Meeting the appointment, as member of the Board of Directors to Carlo Bertazzo. The Board of Directors believes that Mr Carlo Bertazzo brings his outstanding experience and knowledge of the corporate sector to Abertis Infraestructuras, S.A. and that he will, without doubt, help in the taking of decisions within the Board. For the purposes of supplementing this information, attached to the present report is Mr Carlo Bertazzo CV. In Madrid, on the 25th day of September 2018. 1 [Free translation for information purposes] CURRICULUM VITAE: CARLO BERTAZZO Born in Monselice (Padova) on 24 September 1965, Mr. Bertazzo graduated in Business Studies from the Ca’Foscari University of Venice in 1990. He joined Edizione Srl in 1995, where he is now General Manager. Carlo Bertazzo has been a Director of Atlantia S.p.A. since May 2013 and he is a member of the Board of Director of Olimpias Group Srl and Aeroporti di Roma SpA. Carlo Bertazzo has been in Edizione since 1994 and has played a key role in such diversification process over the years, managing the acquisitions of Autogrill and Generali Supermercati (1995), Atlantia (2000), a stake in Telecom Italia (2001), Gemina (2005, now called Aeroporti di Roma, merged into Atlantia in 2013) and Cellnex (2018). Carlo also contributed in the development of the partnerships that Edizione over time built with Italian and international investors. 2 [Free translation for information purposes] EXPLANATORY REPORT PRESENTED BY THE BOARD OF DIRECTORS OF ABERTIS INFRAESTRUCTURAS, S.A., EVALUATING THE COMPETENCY, EXPERIENCE AND MERITS OF THE DIRECTOR MR GIOVANNI CASTELLUCCI. ____________________________________________________________ The Board of Directors of Abertis Infraestructuras, S.A. is issuing this document for the purposes of informing the proposal to be submitted to the General Meeting of the appointment of a Director carried out by the Board, taking into account the statutory provisions. For the purposes of analyzing said appointment, the Board has taken into consideration the regime established on the Company Bylaws for the purpose of evaluating the skills, experience and merits of the proposed Director. In fact, having evaluated all the requirements relating to the proposed Director's good professional competence, appropriate skills and experience for exercising his duties as a director and readiness to enforce the good governance of the company, not to mention his capacity and professional career, the Board of Directors, based on a previous report from the Appointments and Remuneration Committee, resolved on 25th September 2018, that the Board endorses to submit to the General Meeting the appointment, as member of the Board of Directors to Giovanni Castellucci. The Board of Directors believes that Mr Giovanni Castellucci brings his outstanding experience and knowledge of the corporate sector to Abertis Infraestructuras, S.A. and that he will, without doubt, help in the taking of decisions within the Board. For the purposes of supplementing this information, attached to the present report is Mr Giovanni Castellucci CV. In Madrid, on the 25th day of September 2018. 1 [Free translation for information purposes] CURRICULUM VITAE: GIOVANNI CASTELLUCCI Born in Senigallia (Ancona) on 23 July 1959, Giovanni Castellucci graduated in Mechanical Engineering from the University of Florence in 1984 before completing an MBA at SDA Bocconi in Milan. From 1988 to 1999 he worked for the Boston Consulting Group, a leading management consultancy firm, in Paris (until 1991) and then Milan (from 1991), where he became a partner responsible for Italian Customer Service and Pharma Practices. In January 2000 he was appointed Chief Executive Officer of the Barilla Group. In June 2001 he joined the Autostrade Group as General Manager. Since April 2005 he has been Chief Executive Officer of Autostrade per l'Italia, maintaining the position of General Manager of Autostrade, now Atlantia. He has served as Chief Executive Officer of Atlantia since 2006. Since November 2013 he has been appointed director of Aeroporti di Roma. He is also member of the Conseil de Surveillance of Aéroports de la Côte d’Azur and of the Board of Directors of GETLINK S.E. 2 [Free translation for information purposes] EXPLANATORY REPORT PRESENTED BY THE BOARD OF DIRECTORS OF ABERTIS INFRAESTRUCTURAS, S.A., EVALUATING THE COMPETENCY, EXPERIENCE AND MERITS OF THE DIRECTOR MR MARCELINO FERNÁNDEZ VERDES. ____________________________________________________________ The Board of Directors of Abertis Infraestructuras, S.A. is issuing this document for the purposes of informing the proposal to be submitted to the General Meeting of the appointment of a Director carried out by the Board, taking into account the statutory provisions. For the purposes of analyzing said appointment, the Board has taken into consideration the regime established on the Company Bylaws for the purpose of evaluating the skills, experience and merits of the proposed Director. In fact, having evaluated all the requirements relating to the proposed Director's good professional competence, appropriate skills and experience for exercising his duties as a director and readiness to enforce the good governance of the company, not to mention his capacity and professional career, the Board of Directors, based on a previous report from the Appointments and Remuneration Committee, resolved on 25th September 2018, that the Board endorses to submit to the General Meeting the appointment, as member of the Board of Directors to Marcelino Fernández Verdes. The Board of Directors believes
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