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Summary 01 Introduction

06 Letter from the Chairman 10 Report from the Vice-Chairman & CEO 02 Abertis Group

16 Corporate Governance 18 Board of Directors 19 Delegated Monitoring Bodies 20 Senior management 23 Abertis in the world 44 Key figures 46 Significant events 48 A success story 03 Stakeholders

Shareholders 54 Figures and Results 64 Financial management 68 Shareholders and stock exchange

Society 72 CSR

2015 01 Introduction

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Introduction Letter from the Chairman Report from the Vice-Chairman & CEO

5 2014 2015 01 Introduction

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6 Letter from the Chairman

Dear Shareholders,

When I addressed you a year ago in the report for the financial year 2014, I spoke about a hopeful but also cautious vision of the economic situation, and told you that overcoming the heaviest blows of this long crisis would take time and effort. Today, and although the outlook is more favourable as a whole, we need to remain cautious in the light of a still fragile and insufficient recovery.

Macroeconomic situation

The macroeconomic data with which the Spanish economy has closed 2015 have been positive, confirming the firmer trend already noted in the previous year. GDP growth stood at 3.2%, the highest rate since 2007 and one of the highest in the European Union.

However, in spite of these significant strengths the Spanish economy still presents a number of challenges which need to be robustly tackled if we want this recovery to become consolidated over time.

At the European level, the economic environment is characterised by a lax economic policy, with abundant liquidity, low interest rates and a weak euro. This is a situation which with the added benefit of much lower oil prices than a few months ago may in principle foster the recovery of the European economy.

Nevertheless, globally the gear shift in the growth model of the Chinese economy has led to a sudden slowdown in its demand for raw materials, especially oil. This has pushed prices down and is dragging along the bulk of the emerging economies.

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www.abertis.com/informeanual2015/en/letter-from-the-chairman 7 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01

8 improvement in remuneration of more than 10% over the previous10% over year.more the remuneration than of improvementin bringing the total dividend to 69centspershare. This increase in the dividend, plus the usualbonusissue, will meanan the required approval of the Shareholder’s it General Meeting, will beapplied to the additional dividend for the year 2015, The Strategic Plan2015-2017 which we announcedlast year setsa dividend increase of 5%per year. Once this increase has the stockprice. or in other words 12% on anannualisedbasis, taking intoaccount the combination of dividends, bonusissuesand the risein Since 2003, when through the large merger we created Abertis, itsshares have provided acumulative return of almost300%, The strength andcredibility of our company in the longrunare reflected in the valuation themarkets give us year after year. Shareholder remuneration fromoutside Spain. forefront. I would alsolike to note the high degree of internationalisation of our group, ascurrently 70% of our revenue comes The figures for2015confirm thegoodperformance of traffic on our toll roads, with Spain (6.1%) and Chile(8.5%) at the for-like figure grew by 5% over theprevious close. increase of 5%compared to 2014. Our EBITDA reached 2,692millioneuros. again,non-recurring Discounting, items the like- The Group has ended the year with operating revenues coming to 4,378 million euros, which represents an like-for-like Excluding the extraordinary results as well as other effectsandprovisions, the like-for-like netprofit grew a remarkable 7%. Group’s netprofit up to1,880millioneuros. 66% of Cellnex,IPO of the former successful Abertis Telecom. gains has takenfrom the inclusion ofthe thisoperation The It seems fair to say that 2015hasbeenagood year for our company. The results for the year have beenmarked by the for Abertis year good A Corporate governance

I would like to conclude this letter highlighting two important facts in the field of our corporate governance, namely the adoption of a new Code of Ethics applied to all Group companies and the creation of the position of Chief Compliance Officer, who is the guarantee that transparency, participation, ethical behaviour and good practices are the foundations that inspire our corporate culture across the organisation.

In addition, and with the same goal of improving the governing bodies of the company, the Board of Directors has agreed to reduce the maximum number of members to 15, of which 6 will be independent directors.

These actions are aligned with the recommendations of the new Corporate Governance Code sponsored by Spain’s National Stock Market Commission.

All that is left for me to do is to thank all of you for the confidence you have placed in Abertis, and I encourage you to continue supporting us in the task of managing infrastructures that contribute to the sustainability of social and economic development in the countries where we invest.

Thank you very much.

Salvador Alemany Mas Chairman

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10 Report from the Vice-Chairman & CEO

Dear Shareholders,

For Abertis 2015 has been a year of fresh challenges and fulfilled commitments. In a climate of economic and political uncertainty in some of its main markets, the Group has achieved record results in its history, driven by significant growth and the search for greater synergies among all the divisions of the Group.

The Group’s economic figures for the year are marked by capital gains from the IPO of 66% of Cellnex which have enabled historic growth in net profit up to 1,880 million euros. Disregarding the extraordinary impacts as well as other effects and provisions made within a framework of prudent accounting, like-for-like net profit grew by 7% in 2015.

Likewise, both like-for-like revenue and EBITDA increased by 5% to 4,378 million and 2,692 million, respectively.

As for traffic, in 2015 we have seen the consolidation of the upward trend in average daily traffic on the Group’s toll roads as a whole. Especially significant is the increase of 6.1% in Spain, the best since 2001, and 8.5% in Chile, above all expectations. Levels have also continued to rise in France (1.8% above the previous year), Puerto Rico (0.8%) and Argentina (0.7%). Only in Brazil, where the political situation marks the economic future, has Arteris network traffic fallen by 2.3% due mainly to the performance of heavy vehicle traffic.

As a result of the internationalisation efforts made over recent years, 70% of Abertis Group revenue comes from outside Spain. France has consolidated its position in 2015 as the leading market for the Group, contributing 37% of total revenue and 38% of EBITDA, followed by Spain, with 30% of revenue and 34% of EBITDA.

Consolidated investment in 2015 has come to 1,074 million euros, of which 811 million corresponds to investment in expansion, 95 million to operational investment, and 168 million to investment in new acquisitions.

Financially sound balance sheet

Revenue from the sale of Cellnex and cash generation have made it possible to carry out a significant reduction in the Group’s net debt, which at the end of December 2015 stood at 12,544 million euros compared to 13,789 million euros at the end of 2014, a decline close to 10%. The net debt/EBITDA ratio stood at 4.7x. 66% of the total debt is non-recourse, 90% is long- Watch video term and 88% is fixed rate.

At the same time the company has continued to work on liability management programmes aimed at buying back old debt and making new issues at lower rates, lengthening their term to maturity. In the past two years Abertis has conducted corporate refinancing operations and in its subsidiaries coming to more than 4,000 million euros, thereby enhancing its financial capacity www.abertis.com/ to undertake new investments and lengthening debt repayment profiles and reducing its cost. informeanual2015/en/report- from-the-vice-chairman-ceo

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Padova) and A31 (Vicenza-Piovene-Rocchette) toll roads. Abertis is in exclusive negotiations to purchase control of A4 Holding, which holds the concession for the A4 (Brescia- Abertis iscontinuing to actively analyse acquisitions with itssightsset on North America andEurope. Specifically, inItaly Brookfield (49%),haslaunchedapublic tender offer for Arterisminorityshareholders. In the same strategic line to extend the existing asset base, in 2015 Partícipes en Brasil, controlled by Abertis (51%) and central area of Catalonia and the Pyrenees. between Barcelona and towns andcitiesinlandin Catalonia, and of the Cadí Tunnel, mainpoint of connectionbetween the In Spain itincreased itsstake up to 50.01%in the concession firms of the Vallvidrera Tunnels, one of themostused routes 100% of the 6concessionsithasin Chile. Abertis has taken control of 100% of Autopista Central, the country’s busiest toll road. This means that Abertis nowcontrols Libertadores and Autopista del Sol. To that end the company has disbursed about130millioneuros. Furthermore, in2016 it hadastake. While in2014itachieved control of 100% of Rutas del Pacífico, in2015it was the turn of AutopistaLos In addition, Abertis has worked prominently to consolidateitspositionin Chile by taking control of the concessionsin which economic progress. governments andprivatecompanies to enablesustainable financing of theinfrastructure whichis thebasis ofsocial and its concessionsin the countryby anaverage of 2½ years. This isanimportantprecedent for future agreements between In the case of Abertis, itssubsidiaryinFrance is to invest 590millioneuros inexchange for anextension to the term of economy, reduce unemployment andimprove infrastructure through public-private partnership. closed an agreement with the French government what is called the Relance Plan, an ambitious plan to relaunch the French Abertis remains focused on growth as one of the mainstrategicprinciples for the coming years. In2015itsuccessfully Driving growth the extension of existingcontracts. IPO of the terrestrial telecommunications business,increating shareholder value, andin the incorporation of newassetsand and the business airport whole disposal with the frombusiness the roads strategy of focusing onthetoll its in gone further Abertis continues to move forward towards fulfilment of themain objectives of StrategicPlan2015-2017. Thecompany has 2015-2017 Plan Fulfilment ofthe Strategic Successful Cellnex IPO

One of the major milestones of the company in 2015 has been the IPO of the terrestrial telecommunications infrastructure division, Cellnex Telecom, which was a success and exceeded all expectations. The capitalisation of Cellnex Telecom came to more than 3,244 million euros in the first day of trading. The listing of 66% of Cellnex generated net book gains of about 2,700 million euros for Abertis.

With its launch on the Spanish stock market, Cellnex Telecom has increased its capacity for organic and inorganic growth as well as its leading position in the European market for telecommunications network infrastructure. The operation has enhanced its access to capital markets and new financing channels to address on a sound footing its development and internationalisation strategy.

In line with this strategy of focusing on toll roads of which the Cellnex IPO forms part, in 2015 Abertis has also finally concluded its disposal process in the airport sector.

Turning to its efficiency plans, Abertis has consolidated the significant savings of the previous Plan and has launched new plans with a focus on France, Brazil and Chile.The implementation of the Group best practices in all its subsidiaries and investees will create important synergies between all the companies and consolidate our unique and competitive industrial model.

2015 has also been a year of improvement in the main economic figures of Hispasat, the Spanish satellite operator in which Abertis is the majority shareholder.The company’s backlog (guaranteed long-term contracting of satellite capacity) has continued to set records by increasing its annual revenue seven-fold.

Global leader and benchmark company

The company has a solid foundation to build promising prospects in the future. The positive performance of traffic expected in its major markets reflects the consolidation of the improvement experienced over recent years.

In 2016 Abertis is facing new challenges to consolidate its footprint in the world as a global leader. Its financial strength, its experience and industrial model and its long term vision make it into a key player in the search for solutions to one of the biggest global challenges: sustainable financing of infrastructures for the future.

Francisco Reynés Massanet Vice-Chairman & CEO

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Abertis Group Corporate Governance Board of Directors Delegated Monitoring Bodies Senior management Abertis in the world Key figures Significant events A success story

15 02 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 16

financial performance. important asefficient the companies,beingas long-term growth in for sustainabilityand is anecessary factor corporate governance good For Abertis, Corporate Governance A necessary factor for sustainability and long-term For Abertis, goodcorporategovernance isa National Stock Market Commission inFebruary. Code for quoted companies,approved by the new GoodGovernance Recommendationsthe of aim of fulfilling the with the principals ruling its rearrangement of a total the carried out Group 2015 was an intense year in these mattersas governance. the bestinternationalpractices of goodcorporate is corporate transparency andcompliance with committees. The highestpriority of this structure of itsBoard of Directors andanumber of organised governance structure consisting bertis operates through astrong and departure ofthe CVCrepresentative directors bodies ofthe Group.management the The independent directorsrole on given of to the On the other hand,anotableimpulsehasbeen with 6members. the Executive Committee isalsorationalised,now decision-taking process in the Group. The size of of meetings to 10andreinforce its weight in the to-day increasefunctioning, the annualnumber its day- moremake dynamic in order to members the Board of Directors hasbeenreduced to 15 Among the mainchanges, the maximumsize of performance. efficient financial growth in the companies,beingasimportant has for the first time given the opportunity to independent powers for the purpose of supervising fill vacancies which until now were occupied by functioning and the crime prevention model. shareholder representatives and replace them This structure is repeated in the Abertis Group’s with independent directors. Abertis has used international subsidiaries, with the figure of Local this opportunity to underline its commitment in Compliance Officers. these matters through the incorporation of these directors in all the management organs. The new Abertis Code of Ethics has come into force, a fundamental standard for the Group and one of As a result it is expected that when so decided by the most advanced among the Ibex35 companies the General Meeting, the Board of Directors will for its broad cover of conducts susceptible of increase its number of independent directors up to being a threat to Good Governance. It is of a total of 6. They will make up 40% of all board obligatory awareness and compliance for all the members. employees, independently of country, category, condition or the company to which they belong, Independent directors are appointed to the in their daily work and in their interaction with all Executive Committee for the first time and make the stakeholders: clients, suppliers, shareholders, up 33% of the total members. They also preside partners, collaborators, Public Authorities and over and form the majority in the rest of the non-profit entities. committees – Audit and Control, Appointment and Remuneration, and CSR – above the numbers The work done in recent months in matters of of representative directors. Good Governance has resulted in a corporate governance which today is more independent, Another important milestone was the creation of strong and efficient; a optimum in answering the Compliance department, dependent on the to the requirements of integrity, honesty and Audit and Control Committee, answering to the transparency that society demands. demand that companies should have a body with

17 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 18 Salvador Alemany

Chairman Mas Board of DirectorsBoard of number of directors at15and the vacancies that exist will becovered by independent directors. The company’s Board of Directors ismadeupat31 December2015 of 16members with 14seatscovered. Itisexpected that in2016 the Shareholders’ General Meeting will set the López Burniol Marcelino Armenter Juan-José directors 14 Vidal

Mónica López- Monís Gallego Colomer Casellas Carlos women 29% Costa Campi María Teresa Torreblanca Ramírez Manuel

Juan-Miguel Torrededia Villar Mir Gallardo Susana Juan Villar-Mir García Madrid de Fuentes Tomás non-board member Miquel Roca Godia Bull Carmen Junyent Secretary, non-board member Miguel Ángel Josep Maria Vice-Secretary, Gutiérrez Coronas Méndez Guinart At 31 December2015 Vice-Chairman & CEO Vice-Chairman Francisco Reynés Massanet Delegated Monitoring Bodies At 31 December 2015

Executive Committee Appointments and Remuneration Committee

Salvador Alemany Mas (Chairman) Mónica López-Monís Gallego (Chairman) Marcelino Armenter Vidal María Teresa Costa Campi Miguel Ángel Gutiérrez Méndez Miguel Ángel Gutiérrez Méndez Mónica López-Monís Gallego Juan-José López Burniol Francisco Reynés Massanet Juan Villar-Mir de Fuentes Juan-Miguel Villar Mir Josep Maria Coronas Guinart (Secretary, non-board member) Miquel Roca Junyent (Secretary, non-board member) Josep Maria Coronas Guinart (Vice-Secretary, non-board member)

Audit and Control Committee Corporate Social Responsibility Committee

Miguel Ángel Gutiérrez Méndez (Chairman) María Teresa Costa Campi (Chairman) Marcelino Armenter Vidal Salvador Alemany Mas Carlos Colomer Casellas Susana Gallardo Torrededia María Teresa Costa Campi Manuel Torreblanca Ramírez Tomás García Madrid Josep Maria Coronas Guinart (Secretary, non-board member) Marta Casas Caba (Secretary, non-board member)

19 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 Vice-Chairman & CEO Vice-Chairman Francisco Reynés 20

Massanet Antoni EspañolRealp of Toll Roads Spain Roadsof Toll Managing Director Senior management José Aljaro NavarroJosé Aljaro Managing Director CFO & Corporate CFO Development Chief Executive Officer Chief David Díaz Almazán David of Arteris Josep Lluís Giménez Josep Managing Director Development Industrial Sevilla Luis Miguel de Pablo of Toll Roads Chile Roadsof Toll General Manager Ruiz Joan RafelHerrero Human Resources Director Managing Director Carlos del Río Carlos del International of Toll Roadsof Toll Carcaño Managing Director Lluís Deulofeu of Sanef Fuguet Chief Executive Officer Chief Carlos Espinós of Hispasat Gómez Josep Maria CoronasJosep General Counsel and General Counsel Managing Director Corporate Affairs Guinart 21 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 22

Abertis in the world

Revenues by countries* Workforce by countries

37% France (35% 2014) 30% Spain (33% 2014) 18% Brazil (21% 2014) 5% Chile (5% 2014) 5% Argentina (3% 2014) 41% Brazil (43% 2014) 13% Spain (15% 2014) 3% Puerto RIco (2% 2014) 19% France (18% 2014) 9% Chile (9% 2014) 2% Other (1% 2014) 14% Argentina (13% 2014) 4% Other (2% 2014)

bertis is the world’s leading group in toll The Group is also the controlling majority roads management and also has stakes shareholder of Hispasat, the leading satellite Ain relevant companies in the sector of company in Latin America, with seven satellites terrestrial and satellite telecommunications in service. It also has a 34% stake in Cellnex infrastructures. Telecom, the largest neutral European operator of telecommunications infrastructures for mobile A continuous process of internationalization has phones and audiovisual broadcasting, with a brought Abertis to be at 12 countries of Europe and network of more than 15,000 towers. America, enabling it to diversify the geographical risk and adapt more efficiently to world economic The Group, with more than 14,800 employees, cycles. Today, more than two thirds of the Group’s is oriented to creating value through investing in revenues (70%) are generated outside Spain. infrastructures which contribute to the economic and social development of the territories. With more than 8,300 kilometres of toll roads worldwide, Abertis is the foremost national toll road operator in countries such as Spain and Chile, and has a remarkable presence in France, Brazil and Puerto Rico. The company also has a presence through stakes in concession operators (*) 2014 re-expressed considering the impact of the classification in the United Kingdom, Argentina and Colombia. of the terrestrial telecommunications business as a discontinued operation in application of IFRS 5. 23 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 24

and Chile to improve itsnetworks and services.In major investment projects in Spain, France, Brazil has focused this year on business road Abertis’ toll economy over recent months. growth inthe Spanish trend confirming the 2001 6.1%, the largest annualincrease recorded since In the case of Spain Average Daily Traffic grew by 1.4%, with increases in Spain, France and Chile. A Toll roads traffic onthe Group’s grew by roads toll in most of itsmajormarkets. Overall total bertis closed 2015 with increases in traffic fallen by more than 20%. Spain andBrazil, where the number of deaths has with significantimprovements incountriessuchas recorded declines initshazard andmortalityrates network. As a result of ongoing efforts the Group has road its toll rate on accident reduction ofthe and the For Abertis the priorityis the safety of itscustomers about 650millioneuros. and expansioninvestment in the toll road sector of total in2015 the company hascarried out operating Canada Ireland France Croatia United Kingdom USA Spain

Puerto Rico

Colombia

Brazil

Chile France Argentina España

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France in 2015. Abertis division inFrance attention ofthe focus of Plan Relance hasbeen the implementation ofthe the French Governmentfor agreementwith the The T KM sector inFrance in2017. ratios above the average for the concessionary expected, aims to place the company’s efficiency which isadvancingmore quickly than was processes and reductions in costs. The programme, programme – which seekssimplificationin Finally, a three-year efficiencyplan– the Opteam acquire newimportance. industrial model,in which the exploitationunits adaptation ofthe Abertis an based on organisation Second, the implementation of anewmodel of strategic decisions. promote the company’s transparency andshare its meetings with minorityshareholders in order to and technical relations,preparatory through improvementsFirst, in Sanef’s shareholders around three mainlines. renewed Management team andhas worked In 2015, the division begananewstage with a country.in the roads all thetoll 20% of more than representing (Sanef Aquitaine); and Aquitaine the northwest Normandy(Sapn) of France (Sanef), kilometres of toll roadskilometres oftoll 2,039 managed and278 indirectly managed-in 1,761- roadskilometres oftoll directly he Group managesmore than 2,000

their concessions. in exchange for anextension in the duration of investments for improving the toll roads network operators in the countryundertake to make new public-private partnership, by which the principal of the Relance Plan,anambitiousproject of Frenchagreementwith the execution State for the Francewas the in attention ofthe Abertis division concentrated the what without doubt, But, investors inParis, London,Frankfurt andMunich. after aroad-show with the mostrelevant world Sanef, aninauguralpublicissue was carried out profile ata very competitive price. In thecase of maturity extension ofthedebt allowed the which issues at10 years for a total of 800millioneuros, HIT and Sanef –successfully closed two bond –throughIn the financial field,the group French the World Summit. Climate and socialupheavals,as well as other events, such Parisduring the year, in attacks with the terrorist on traffic of thesocialinstabilityaffecting France Sanef networkshashelped to set off the effects support of resources andpersonnel for the various segment and for heavy vehicles. The enhanced a growth in traffic (1.8%)inboth thelight vehicle The Abertis subsidiary in France closed2015 with of all the toll roads in the country 20%

Reims

Caen Strasbourg Paris Alençon Reims

Caen Alençon Sanef Estrasburgo París Toll roads in France

Lyon

Lyon LangonLangon Also in 2015 new projects in the Sanef network were started up for more sustainable mobility. The Corridoor project promotes the creation of a network of rapid recharge points for electric cars in order to promote the use of these vehicles outside the big cities. In the same line, an agreement has Pau been reached to encourage the shared use of cars, Pau with special parking areas being arranged on the outskirts of the city.

With regard to technological innovations, mention must be made of the installation of machines with “contactless” technology – NFC – enabling the user to pay the toll by holding up a mobile telephone close to the toll booth terminal. The positive experience of this pilot project has opened the way for more innovations in this field. In 2016 it is envisaged the implementation of a system of payment by mobile using Bluetooth technology, and in the area of Strasbourg there will be trials of visited at the Grand Palais in Paris. In 2016, Sanef a free-flow toll system. will take a leading role in events commemorating the centenary of the Great War (1914-1918). In its commitment with Social Responsibility, Sanef has been focused on road safety campaigns, and Finally, Sanef has undertaken to intensify the sponsorship of important cultural events, such institutional relations in its territories, with the aim as the first retrospective exhibition of the Spanish of better satisfaction of regional needs through its painter Diego Velázquez in France, which could be networks.

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Spain Catalonia. and C-33 toll roads in improvements tothe C-32 programmeextensive of is immersedinan company level, the At theoperational I KM the construction of the newconnectionbetween in Catalonia. the C-32roadsyearand C-33 This toll in anextensive programme of improvements to At the operational level, the company isimmersed towns andcitiesinland. the leadingroute betweenBarcelona and the main Pyreneeswhile the and the Vallvidreraare tunnels connection between the centralarea of Catalonia (50.01%). The Cadí Tunnel is the main point of companyi controlBarcelonaCadí to take ofthe de the purchase of anadditional15%stake in Túnels grow organicallycourse of the yearwith over the The toll roads division in Spain hascontinued to 6%, anincrease notseensince2001. Average Daily Traffic in Spaingrew by more than heavy vehicles segment, of more than 8%. Overall, traffic inall types of vehicles, especially in the and falling oil priceshave led to anincrease in growth in Spain. The recovery of industrialactivity 2015 hasbeenanother year of record traffic concession operators. road other toll also has a stake in another 200 kilometres through country.It in the roads 60% ofthetotaltoll than kilometres of toll roadskilometres oftoll 1,777 kilometres of toll roads which accounts for more toll roads by kilometres managed at 1,559 leading operatorof n is the Spain, Abertis

of the total toll roads in the country in the roads of thetotaltoll 60% has also been fostered as part of a commitment to emergency callsystem. The use of socialmedia mobility and also features an onboard co-pilot and en Ruta,includesarange of services to improve been enhanced. The new mobile app, Autopistas In addition,allcustomercontactchannelshave 81% ofthetotal. up to increased been number of automaticcharging transactions has are already 380“allpayments”lanesand the concessions in the Centre area. At present there with the installation of the newmachinesin for automation of toll boothshasbeencompleted As for technological innovation, in2015 the plan downwardrecent trend years. of reduce the accidentrate, which ismaintainingits in recent years. Further work hasbeen done to carried outonthe AP-68work and AP-2 roads toll on the AP-7 hasbeencompletedinline with the comprehensive refurbishment of the serviceareas services to toll road customers. Firstly, the plan for Significant efforts have alsobeenmade toimprove Blanes hasbeensigned. Government for buildinganew7km-spurroute in agreementwith the Catalan 2015 the Also during area. improving inthe thetrafficcompleted, flow the C-33 and C-17 in Mollet del Vallès has been

Bilbao La Jonquera Vitoria Leon Girona Logroño Palafolls Astorga Lleida Zaragoza Barcelona Segovia Tarragona Adanero Guadalajara Madrid Castellon Avila Valencia Aumar Navalcarnero Arganda del Rey Toll roads in Spain Ciralsa Alicante

interaction and personalised customer care. Sevilla Aumar In 2016 the Abertis toll roads division Cadiz in Spain will work to maintain its steady rates of traffic growth and the consolidation of automation of its toll booths. It will also continue with the programme of works agreed with the Government of Catalonia with further improvements in the capacity and safety of its toll roads.

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Brazil management. and increasingly modern innovation focused on efficiencies search for plan andcontinueits step upitsinvestment and asaresult will environment inBrazil and amore complex increasing competition In 2016 Arteris is to face EBITDA inline with results in2014. kept Arteris’s key figures of revenue andadjusted maintaining levels of quality and safety. This has processes hasenabledareduction incosts while efficiency by seekingsynergies andsimplifying management culture increasingly focused on The company’s commitment to a new light vehicles. case of in the By contrast the figures showaslightimprovement activity with falls in the heavy vehicles segment. been affectedby the slowdowninindustrial course oftheyear.Arteris over the Traffic has in Brazilhasmeantsignificantchallenges for The situation of politicalandeconomicinstability toll roads in the country. They account for a17%share of the market for Autopista Planalto Sul and Autopista Fluminense. Autopista Régis Bittencourt, Autopista Litoral Sul, the Federal network– Autopista Fernão Dias, Intervias and Vianorte –and five concessions on in the state of São Paulo – Autovias, Centrovias, assets portfoliois divided betweenconcessions country.Its in the roadslargest operators of toll as oneofthe it consolidates kilometres,which A KM kilometres of toll roadskilometres oftoll 3,250 concessions, with a total of 3,250 a totalof with concessions, its subsidiary Arteris nine toll roads bertis managesinBrazil through

vehicles aloteasier. 30,000 made thedaily trafficof has and reais investment in the project amounted to 37 million kilometres of serviceroads andnewaccesses. The road. 13involved extension of work The the ring- new Jáu construction ofthe completed the Inland in São Paulo, the concessionaire Centrovias been acomplicatedjunction for local traffic. used by 100,000 vehicles a day andhaduntilnow of Rio de Janeiro hasbeencompleted. The road is in the StateNiterói Fluminense onthe Autopista city of in the BR-101road section ofthe toll Widening ofthe Avenida dointheContorno 2014. 1,800 millionreais, inline with the records setin infrastructure. In the year ithasinvested near plan for improvement andmodernisation of its In addition Arteris hascontinueditsambitious region. investors inanadverse economiccycle in the company toattractiveness ofthe and resilience 850 millionreais. These figures show the overall closed several corporatebondissues totalling In the financial area Arterishassuccessfully of the total toll roads in the country in the roads of thetotaltoll 17%

Belo Horizonte Franca

Ribeirão Preto

São Carlos Araras

São Paulo Río de Janeiro

Curitiba

Toll roads in Brazil

Florianópolis

Meanwhile Autopista Régis Bittencourt, which The company has also carried out campaigns runs the main connection between the state of to raise awareness among professional drivers, São Paulo and the southern region and Mercosur, motorcyclists, pedestrians and cyclists about has entered the most complex stage of the works the importance of safe driving. In addition in to widen the BR-116 in the Serra do Cafezal. September the 2nd Arteris Safety Month took The project is already 70% finished and full place featuring an intensive programme of more completion is scheduled for early 2017. than 900 activities.

Work is also underway on building the Arteris also launched its “Basic Rules to Save Florianópolis ring-road and widening the BR- Lives”, a list of behaviours to raise awareness 101 in the state of Rio de Janeiro, which involves about the importance of health and safety at widening a total of 176 kilometres of toll road, of work. which 51 are already in service. In its commitment to culture, Arteris took to In addition, in June the Brazilian government São Paulo and Santa Catarina the biggest ever launched the second phase of its Logistics retrospective of the artist Joan Miró carried out Investment Programme (LIP). As part of the in Brazil. The exhibition was one of the most scheme Arteris was authorised to start technical important cultural events of the year, with record studies for new investments in federal toll roads of visitors. with an estimated value of 5,200 million reais, a sign of the national authorities’ confidence in the In 2016 Arteris will face increasing competition ability of the company to implement strategic and a more complex environment in Brazil investments. and hence will step up its investment plan and continue with its efficiency programme In the field of corporate social responsibility focused on innovation and increasingly modern Arteris stepped up its road safety initiatives. In management. order to help teachers to run activities about traffic issues the “School Project” reached 250,000 students in the towns and cities in the areas around the toll roads managed by Arteris.

31 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 32

Chile a total of 771 kilometres. 771 a totalof manage operators, which its 6chileanconcession now controls 100% of acquisitions, Abertis Followinglatest these Group’s third largest market in terms of EBITDA. Chile and from 2016 the country will be the kilometres in total -in which ithasastake in 100% of the sixconcession operators -771 After these acquisitions Abertis nowcontrols around 950millioneuros. Corporation (AIMco) in Autopista Central for Canadian fund Alberta Investment Management Abertis acquired the 50% previously held by the million euros. Following year-end, in January 2016 Autopista LosLibertadores for more than 130 concession operators and Autopista del the Sol company ofparent 50% ofthe purchase of the on attractive terms. In July the Group agreed ability to increase itsportfolio of concessions consolidating assetsand demonstrating its for growth and taking control of itsstakes by In 2015 Abertis hasstepped up itsstrategy toll road in the country. Libertadores and Autopista Central, the busiest Los Elqui, Autopista Sol, del Andes, Autopista concessions: Rutas del Pacífico, AutopistaLos A KM kilometres of toll roadskilometres oftoll 771

more than 770 kilometres across six traffic volume in Chile, where itmanages bertis is the largest toll road operator by also beenintroduced. congestion. The online prepayment servicehas enables drivers to usespecialroutes andavoid prepaymentwhich option, choose the customers del Sol and Autopista de losLibertadores 45% of while on peak times, Autopistaat transactions del Pacífico hasincreased up to25% of total use ofthe 2015 Via-TIn Rutas payment deviceon 2017. halfof in the first million euros. The bridge will become operational Maipo Bridge with a total investment of 40 Autopista Central the company isbuilding the project that isalready 14%complete. On the of the Autopista Los Andes, a130-million-euro been madein the construction of the laststretch In the field ofinvestment, furtherprogress has Group. employeesidentified withmore who the feel Programme hasenhanced the commitment of Group and finding newsynergies. TheIntegration practices ofthe best board the a year oftakingon For the Chilean subsidiary of Abertis 2015hasbeen light vehicles segment(9.6%). 8.5% andparticularly strongly in the case of the for traffic, DailyAverage Traffic ofgrew vehicles with risesinrevenue andEBITDA above 5%. As The division presents growth initsmain figures Toll roads in Chile

As part of its commitment to Corporate Social The Chilean division of Abertis is to focus its Responsibility, Abertis in Chile has promoted the efforts in 2016 on carrying out pending works activity of its road safety education programme as well as giving fresh impetus to negotiations School 2.0 Project through its online platform, with the government to move forward in public- now also open to the community of teachers private partnerships for infrastructure financing. to share knowledge and experiences. It also The company has proposed upgrades for four of continues to partner the “Corre conmigo” its toll roads (Rutas del Pacífico, Autopista del Sol, Foundation, an organisation that seeks to foster Autopista Central and Autopista Los Libertadores) the social reintegration through sport of people to the Ministry of Public Works coming to more who have become disabled as a result of traffic than 800 million euros in projects designed La Serena accidents. to provide solutions to the current problems Coquimbo of congestion with the aim of making Chilean toll roads into more modern, efficient and environmentally sustainable infrastructures. Ovalle

La Ligua San Felipe

Los Andes Viña del Mar Quillota Valparaíso Quilpué Colina

Santiago San Antonio 33 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 34

Puerto Rico its infrastructures. operational innovation in process of important plan, which involves an five-year investment completed 95% of its Metropistas has countries where the markets are closed. Group’s capacity to access the debt markets, even in and demonstrates the tranquillity for the division as the transaction bringsstabilityand financial This isanimportantmilestone for the company 2022. extending theduedates to dollars ofdebt, with the refinancing in December of335million Metropistas hasreinforced its financial position situation in the country. of the present generally unfavourable economic in its traffic figures andineconomicscale,spite The PuertoRico division hasshownimprovements State. in this roadsassociated USA kilometresfree oftoll These two concessionholdershave a total of 90 Verde since1994. of San José, which hasconnected San Juan with Isla 2-kilometre Teodoro MoscosoBridge over the lake and operationofthe maintenance construction, for Puerto Rico (APR), the company holding the contract In addition, Abertis controls 100% of Autopistas de business area. metropolitan area of San Juan as far as the Bayamón road,PR-5 which traverses the toll and the island; busiest on the is the and Hatillo city of with the exploiting the PR-22 toll road which unites San Juan A KM kilometres of toll roadskilometres oftoll 90

Metropistas, the concessionholder operators inPuertoRico, through roads principal toll is oneofthe bertis in PuertoRico Toll roads Arecibo Barceloneta Manatí Vega Baja and efficientservice. website will offer users a much more flexible, rapid for “allpayment types” and the launch of anew 2016, the installation of newautomaticmachines increase in traffic (4%),after fallsin recent years. In the bridge,enabled APR to close the year with an Mall Of San Juan, locatedat the southernend of access tothe works completion ofthe for The the infrastructure. improvements to securityandcontrol systems of plan for the Teodoro MoscosoBridge, with started up the new operation andmaintenance For itspart, Autopistas de PuertoRico(APR)has Metropistas clients. know-how for improvements in the experience of Abertis technology subsidiary, which contributedits electronic system. This isajointproject with ITS, the in early 2016and isanimprovement on the older free-flow tollgate which willcomeintoservice Also it has completed the installation of a new electronic devices. Metropistasplace through takein the transactions its infrastructures. Since September 2015,100% of an importantprocess of operational innovation in 95% of its five-year investment plan, whichinvolves On the operative plane,Metropistas hascompleted 100% through electronicthrough devices Vega Alta Dorado Bayamón of the transactions in Metropistas in of thetransactions Cataño San Juan Guaynabo San Fernando

San Isidro

Buenos Aires

Luján Buenos Aires Toll roads in Argentina KM 175 Argentina kilometres of toll roads

In 2015 construction of a bertis in Argentina is the main shareholder have resulted in the joint management of the two new lane on the General in two of the most important roads leading companies. This new corporate organisation will Paz toll road has been Ainto the city of Buenos Aires through Grupo generate significant cost savings and numerous completed which has led Concesionario del Oeste (GCO), which holds the synergies between the two concession operators to improved service and concession for the Autopista del Oeste which and will benefit all the shareholders of the convenience for drivers. connects the country’s capital with the town of Luján companies. In 2016 the new management has the on the western route into the city, and Autopista del mission of maintaining a climate of dialogue with Sol, SA (“Ausol”), which manages what is popularly the new Argentine government in order to restore known as the Autopista Panamericana, the the economic balance of the concession agreements northern road into Buenos Aires, and the Autopista under arbitration by the ICSID. General Paz, a major ring-road in the city. The two concession operators have a total of 175 kilometres At the operational level, in 2015 construction of between them. a new lane on the General Paz toll road has been completed which has led to improved service and In 2015 Abertis has promoted and led a process convenience for drivers. Traffic has grown in the light of greater integration of its concession operators vehicles segment in spite of the current economic through changes in management structure which instability in the country and the region.

35 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 36

traffic to increase by more than 4% over the courseofthe 4% year.over more the than increase by traffic to enabled the division’shave which sections new with the opening of 2010-2017. At the end of 2015, 40% of the project hasbeencompleted will involve investment coming to 600millioneuros over the period kilometres in tunnels and5kilometres of bridges.In total the project 31 kilometres andupgrading facilities with the construction of 16 Coviandes isengagedina major project for widening astretch of country. of the and agriculturalproduction takes place) with the capitaland the north major oil (whereplains ofthe rainforest Amazonconnects the axis that I Colombia Fe de Bogotá with Villavicencio. The infrastructure isastrategicroad the holder of the concession of the 86 kilometre road linking Santa n Colombia, Abertis hasastake in the company Coviandes, which is Bogotá Villavicencio in Colombia Toll roads

United Kingdom for the bridgeand will manageit when itcomesintousein2018. England and the rest of the country. ITSis designing free-flow tollgates Bridge and will beanimportantaccess way between the Northwest of infrastructure, with 6lanes, will supplement the current Silver Jubilee Gateway Bridge,close to Liverpool, atpresent underconstruction. This Mersey managing thetollson charge of be taking also will ITS capital. commuters tothe and travelling time for congestion reduction of operation for a year andhasbrought greater fluidity andaconsequent great complexity due to the high volume of traffic, hasalready beenin an average of 180,000 vehicles a day. The newpaymentsystem, of City of Londonandamaincorridorbetween the UK andEurope, with routes tothe access main road, one of the M25 toll Crossing onthe Dartford systemofthe manages the free-flowcompany toll The in Leedsand various projects inprogress at the moment. centre an operational has ITS, the Abertis tolltechnologydivision, Also in traffic ofmore than4% onaverage and, forheavy vehicles, over 6%. the improvement in the British economy during 2015, with an increase A Cirencester Gloucester concessions (74 kilometres). The company hasbenefited from its stake inRMG, which holds the A1-M and A419/417 bertis’ presence in the United Kingdomischannelled through Peterborough Swindon Sawtry Alconbury in United Kingdom in United Toll roads

United States Canada

he United States is a strategic market of future growth for bertis operates in Canada through ITS, which manages two of Abertis. ITS has a Research & Development centre in New York the main free-flow toll system infrastructures in the province Twhere it is developing advanced electronic toll systems. Aof British Columbia, namely the Port Mann and Golden Ears bridges in Vancouver. In 2015 ITS successfully launched a pilot project for the introduction of the first Pay Per Mile system in the country, which placed the company in the With 12 lanes and traffic coming to 100,000 vehicles a day, the Port vanguard of toll road technology with a clear competitive advantage in the Mann Bridge is the largest toll bridge in North America and is a crucial new pay per use market. The project, developed in the state of Oregon with infrastructure for the region. Its financing by the provincial Department around 1,000 volunteers, means replacing the current system of financing of Transportation of British Columbia has been possible thanks to ITS’s roads in the United States through a fuel tax and a move towards a system electronic toll solution. of payment per travel. The users pay a tariff in accordance with the miles travelled and receive a repayment of the petrol tax paid during the journey. The advanced barrier-less free-flow toll system installed on both bridges has made possible to reduce traffic congestion in the region and This transition opens a debate on the creation of a sustainable system of cut the travel time of users. financing which will allow the necessary income to be obtained to improve and maintain the roadway infrastructures in the country. In this context, the state of Oregon has made this pilot project available to other states so that they can develop similar programmes in their territories.

Also in the United States, ITS has entered into a contract for the implementation of a new antifraud system for the Rhode Island Freeways Authority, which will allow the state administration to increase its income.

Meanwhile, ITS is working with the Alliance for Toll Interoperability (ATI) on developing a platform which will enable interconnectivity between subscribing concession holders in order to reduce costs and unify their clients’ payments in a single tele-toll system and with a single invoice. Florida Turnpike Enterprise (FTE) and the Illinois State Toll Highway Authority are already involved in this project.

37 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 38

45 million toll transactions in2015. promoted by the IrishNationalRoads Authority, processed more than toll charge in the country through asingleclientaccount. This system, on various toll roads in the country, allowing Irish motorists to pay any Provider (IMSP),aninteroperability system for electronic toll payments In Ireland ITS also manages the Interoperability Management Services platform. use oftheonline promoted service. An exampleis the completeredesign of the website, which has contract until2018, which will allowit to continueimproving client In 2015 the company obtained an extension of its initial seven-year I Irlanda in the country, with anaverage of 130,000 vehicles a day. load highest traffic Dublin. roadhas the west of road tothe This toll TS manages the free-flow system of theM-50inIreland, thering Croatia a newcomputersystem for the automatic detection of vehicles. which meansrenewing the database, replacing 72 servers and developing ITS in Croatia isalso working on aproject for the A1 Croatian Motorway, a year.million tolltransactions Poland, Croatia, Montenegro, Chile and India, totalling more than 200 all over the world, incountriessuchas Canada, United Kingdom,France, The technological solutions designed by ITS Croatia are usedby operators new technology for has free-flow.focussed onthedesignof it the development of manualandautomatic toll systems.Inrecent years T centre in Split which hasbeen working for more than 15 years on technology subsidiary of the Group has a Research & Development he presence of Abertis in Croatia ischannelled through ITS. The ITS, the Abertis technology subsidiary

ITS operates in Europe and n 2015 Abertis has taken control of 100% of ITS New projects have also been developed, such as: the Americas through its as part of its strategy of reinforcing its industrial headquarters in France, Irole. After the transaction, Abertis reinforces • Conversion of the concessions of Metropistas – the three research and its vision and commitment to innovation in an Abertis subsidiary in Puerto Rico – into free-flow toll development centres and strategical industry as the toll technology. roads with the installation of 10 multilane portals. five regional offices, with The new system, which will come into operation more than 500 employees. The worldwide extension of the model of payment in 2016, will allow a reduction of operating costs by use for the financing and maintenance of for Metropistas due to the implementation of a infrastructures, new forms of mobility and the need completely automatic system of toll collections. to optimise operating costs all require new solutions of toll roads, convenient for the user and effective • In Poland, the installation of 87 new toll devices for the concessionary company. With this vision, ITS on the A1 motorway, the strategic north-south promotes sustainable mobility for people and goods corridor of the country which unites the industrial through innovative toll roads solutions and a clear port of Gdansk with the capital, Warsaw. Also ITS view of service to the client. has developed a video pass control system which has brought improved efficiency for the operator ITS operates in Europe and the Americas through in the collection with the consequent reduction in its central offices in France, three Research & defaults. Development centres – in France, Croatia and USA – and five regional offices: Vancouver in Canada, • The design and implementation of a new Dublin in Ireland, Santiago in Chile, Leeds in the UK automated check-in and toll system for lorries in and San Juan in Puerto Rico, with more than 500 the Eurotunnel loading terminals on both sides of employees. the English Channel. The new system will improve productivity for the third largest operator of goods In 2015 ITS successfully completed more than transport in Europe through control of heavy 24 projects worldwide, among which are the vehicles, reducing congestion in the terminals. management of some of the toll road systems with the heaviest traffic in the world, such as the Dublin Other related projects are added to these contracts ring road (M-50); the Port Mann Bridge in Vancouver; in countries such as Chile, Croatia, France, Russia and the Dartford Crossing outside London. and United States.

39 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 40

Hispasat million euros. coming close to 250 investmentsatellites with build threeprogrammes to moved forward inits In 2015Hispasathas satellites to 10. 10. satellites to its satellite fleet between2012and2017, from5 are launched, the company will have doubled 245 millioneuros. When these three satellites and Hispasat36W-1– with investments totalling new satellites–Hispasat30W-6, Amazonas 5 forward in its construction programmes for three In terms of organic growth, in2015Hispasatmoved operators. the highestamongspace telecommunications multiplying the annualrevenues by seven, one of (back-log) hascontinuedbreaking records in assured long-term contracting of satellite capacity sector.averageabove for the the company’s Also the the Ebitda/revenues ratio, up to over 80%,much Ebitda (10.6%),andanimportantimprovement in main figures, withincreases in revenues (8.7%)and 2015 was a year of improvement inHispasat’s plus another three underconstruction. orbital positionsandseven operational satellites, Peninsula andLatin America. The company hassix Portuguese, with astrong presence in the Iberian A revenues +8.7% Telecommunications distribution of contentsin Spanish and in the leader worldwide, satellite operator bertis controls 57% ninth of Hispasat,

investments 245M€ pioneering initiative in2015 with the organization sector. In mentionmustbemade this ambit, of the leader in the Ultra HighDefinition(UHD) television The Spanish operator hasbecomeestablishedas world. in the of digitaldivide challenge solution tothe be the without doubt, will, technology. The consolidation of the hybrid network coveredbe cannot with areasoptic which fibre of terrestrial infrastructures inreaching those infrastructures are configured as the best ally its support for hybrid networks,in which satellite With regard to innovation, Hispasatmaintains agreementswith otheroperators. are two more in which it has a presence through rights (30º West, 61º West and36º West) and there an addition to the three in which italready has Ku band in orbital position74º West in Brazil, as rights ofthe exploitation Hispasat obtainedthe of “Direct to Home”(DTH) services. Also in2015, development the backingfor with firm continent, of audiovisual contentsin the Latin-American important distributors most as one of the it warrants exploitation rightsinposition61º West, which The Group hasalso been working on consolidating of the first Hispasat 4K International Festival, In coming months Hispasat will continue working one of the first events in the world devoted to on its strategy of financial strengthening to maintain shorts entirely recorded and postproduced in this its rate of growth in revenues and Ebitda, with technology. exhaustive control of management, improvements in efficiency and maintenance of competitive Also in 2015, Hispasat carried out the installation revenues/Ebitda ratios at above 80%. of a pilot project to supply audiovisual and Internet services to the Renfe High Speed AVE trains. The Furthermore, the satellite company wants to connectivity solution combines satellite connections continue growing through internationalization. In with those of 3G-4G along the whole route of the one side, it will work to consolidate its position in train. In this way Hispasat is consolidating its world Mexico and the Andean region: Colombia, Peru, leadership in satellite communications for high Chile and Ecuador. On the other side, it will bet on speed trains. the new opening of markets like Morocco –where it has already entered in 2015- and other regions where it has no presence today, such as North Africa, Central America and the Caribbean.

41 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 42

15,000 Cellnex Telecom sites in Italy and Spain

Cellnex Telecom is the bertis has a stake as a substantial and economy, also enhances the visibility of the leading independent shareholder (34%) in Cellnex Telecom, the project in financial markets. This has been reflected operator of wireless Aleading independent operator of wireless in its ability to issue a first 7-year bond for 600 telecommunications telecommunications infrastructure in Europe. million euros just two months after the IPO. infrastructure in Europe. The Cellnex Telecom IPO on 7 May 2015 meant Cellnex has made a firm commitment to another step forward for Abertis in meeting the international growth in 2015 with the acquisition objectives of its 2015-2017 Strategic Plan as part shortly before its debut on the stock exchange of its process of focusing on toll roads and creating of 7,400 mobile phone towers from the Italian value for its shareholders. As for Cellnex, access operator Wind for almost 700 million euros. This to stock markets adds to its growth strategy in transaction represented a significant boost to the Europe against a backdrop of consolidation of strategy to diversify Cellnex Telecom’s business lines the telecommunications sector which opens up and the final leap forward in its international growth significant opportunities for new infrastructure strategy since following the agreement 50% of its operators. revenue comes from the mobile telephony sites business and 35% of revenue is generated in Italy. Presenting Cellnex to the market as an independent This makes it the largest European neutral operator company which has a very clear vision of the role of mobile telephone and audiovisual broadcasting that operators like it are meant to play in the rollout infrastructure with a portfolio of 15,000 sites in and management of signal transport networks and Italy and Spain. services, which are strategic in a connected society

43 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 44

0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 2,500 3,000 3,500 4,000 4,500 5,000 operating revenue(M€) ( ( ** * 2013 27,769 2013 ) 2014 considering the impact of the classification in 2015 of the terrestrial telecommunications operating segment asdiscontinuedoperations segment 2015 oftheterrestrial telecommunicationsoperating in classification impact ofthe considering the 2014 ) 2014considering the impact of the entryinto force of IFRIC21 T otal(M€) assets 2014 27,769 2014 Key figures 2014 27,740 2014 ( ** ( * ) ) +5% like-for-like 2015 25,739 2015 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 0 1,000 2,000 l Expansioninvesment investment l Operational 2013 2013 1,127 investments (M€) Net profit (M€) 2014 1,598 2014 2014 2014 1,243 ( * ( * ) ) +7% like-for-like 2015 1,074 2015 0 15,000 20,000 equivalent 1,500 2,000 2,500 3,000 3,500 2013 2013 Ebitda (M€) 2014 average workforce 2014 -1% 2014 2014 ( * ( * ) ) +5% like-for-like 2015 -3.6% 2015 Abertis share adjusted for the bonus share issue

220 200 180 +74% 160 140 120 100 +4% 80 60 40 2009 2010 2011 2012 2013 2014 2015

l Abertis share l Ibex 35

45 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 46

Abertis AnnualReport2016·SIGNIFICANTEVENTSOF2015 m s A r T a g w o First QUARTER Relevant facts e u h f a b 0. h s o b e Sha e u i r b c r s o n a l eur h t t t d i i s Interim l s f is c d i e p s o v o i o d a i o r s 3 d ge e d omp / r r 2 sha h e r h y " i d n t t one t o h 01 i i d 3 r l o n e e d G l e n a 4 r w e a t a r r . e l s y div l div o a s t ' G i t w t h t a h e ener " e r i h i d u s f d p e i e nde e u 7 a n o n n r l M 0. d o c r 6 t d o e , r w h A eur r e d ase o i 3 9 d f 0 m d f 0 eting i h d v 3 m o i i i s 3 c d . t / . 3 h i i 7 sha i 6 e o v f 9 3 e n i 6 e n i l a t a d d 3 r l a n e e i 0 7 l o u n cq n u % o n e r d p o r o u o u s g i s p u r n a e f t i r c d i s at r o e e o h s r s s t n N s e W . s p o h h o t o a e d a r 0. e 6 i v d l o re n i r s e nve i d n eur m i m c f s a h T ill G 7 t h 9 b r o s o a , r y d . eur a 6 e ro s t 3 i t re / r men b r m a s 7 ge s h u l i 3

7 s v o a t d t 6 s r i a d i e t o k e e o n n s d a p C C e e t A c i re b A e c i T QUARTER Second t n t h a e a x x n onu o e b b s c r l c m m e a c t e l r n e e r h h l h i i y c c r r r u c n a a e t e fi o ing o a e o e s t t irp e s i n p n e m n i i s ge u s i s c x T i e o m tal b g s i t f 1 , w r r o o s e a s n a o u r n u e . t d k 7 i t t bus nde h t f m t o e e w l T 7 m i e i e i i o s A y 5 h r c a o a p c e t n pol h m e c n D t r a y o o r t l h e ill e % a e m deb i h i s p t a h n n i r c ade i o e f t e p a o e tic o h f ess n e s i i s n 3 i t p r t c g a r her ye oce a o y o a a t r l u is r k . t s d w i , d r r u

n r s debu 2 e t o m a i o t i d u r s s n 4 t l tio s o s e h t t r l s p u a g . 4 m a o d p y r r . r i n o m a i e e n t h a a r s t s t e t o e b r s ( s t t i e f C l t o h s o u l r o i n t a l “ D e s i r r v o e a l e f f i e C e o n l C n e d h l s t n i c A t L e s o tio r , e s N r

o f i ) u c e x f m t X k nal r a t o o o ” s s c r , s e k 3 B 1 5 , o m m O n C 24 ill ill S 7 F D u % L A . eur . eur s i N L C E ssue X 7 o o A s s 4 o B A r t A o A p pub f A 3 C A appr A QUARTER Third o o oad f t e f i 4 m h b a u 4 H b b b r a p r s i e r t e e e l h t c e r u o l r r r o s e sha t e i a s i u h t t t r p o c t i is sub x n t l l c i i i thor a i i l o l s re s c s t h n I m s h d i re e n o t a o ase t i a nde a L r a a iC n n e l tal re c l . t e c o l r a k m 1 g e i s s c e f l o oad F eur y u y i a e a h s c t r o o O a s L h a . t s a r p 5 s i 1 e r e p o i d o P e A R 6 i 3 o s 1 t s o f i t s i s T í a tal n a 0 m b / s n o x f af n A . O sha l o e . c e . 0 app 4 a t u 5 l r f t r r u 0 7 g f t % f t t a r e t o i si e r o % c r a l o a n l o t € e h l v l p h d r 6 i d A i emen e n e c o c cq i e o s f 1 a n e o re t . T 5.7 omp u t e n 5 3 a d i ú i go s o % t r 1 t u n ing 1 f r n 0 t w r e t o e o o a ia o l S l o l r n s l s d tio l i y . 5 t o f . h f 01 n l a e t

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h S the company’ssharecapital. shares, representing6.5%of Infraestructuras for61,309,319 tender offermadebyAbertis The partialvoluntarypublic m e QUARTER Fourth a u o n r r e o e t f c s a l h o t 1 a s e n 1 . s a 8 7 0 y 5 pub % e a . l r i c b s f o o r 6 n d i 0 s 0 m s u e a i l l i t o n 1 a . n 9 n u a l % 6 6 > 1 6 o m m B f i 0 Y ill O ill 1 t 0 P . s sha . sha . eur N T 5 E O . D A r 0 o S r 3 % e R e s s V s S i s u a l T hin k ing Abertis Annual Report 2016 · SIGNIFICANT EVENTS OF 2015 First Second Third Fourth QUARTER QUARTER QUARTER QUARTER

The Shareholders' General Meeting announces the distribution Abertis completes its departure from Abertis reaches 100% control of the The partial voluntary public of an additional dividend of 0.33 euros gross per share the airport business with the sale of its SALE Chilean toll roads Autopista del Sol and tender offer made by Abertis PTO OF DCA which together with the interim dividend paid in November makes entire stake in Desarrollo de Autopista Los Libertadores for Infraestructuras for 61,309,319 a gross ordinary dividend of 0.66 euros per share charged to Concesiones Aeroportuarias (DCA) for approximately 130 million euros. shares, representing 6.5% of 61.3 results for 2014. a price of 177 million euros. 177 the company’s share capital. mill. shares mill. euros

Interim Additional Gross Abertis takes control of Túnels de 6.5% dividend dividend ordinary dividend Barcelona i Cadí after acquiring 15.01% of its shares of the share capital of the company for 0.33 0.33 0.66 Cellnex Telecom debuts on the stock 34 million euros. euros/share euros/share euros/share exchange. The capitalisation of Cellnex CLNX Telecom, which made its debut on the stock Sanef closes a public bond issue at Abertis closes an agreement with exchange under the ticker symbol “CLNX”, 3,244 more than 10 years for 600 million > 10 YEARS A4 Holding for exclusive negotiations came to more than 3,244 million euros mill. euros euros at 1.875%. BONDS to purchase the A4 and A31 toll in the first day of trading. Abertis completes the purchase of 90% of the Wind roads in Italy. 600 subsidiary "Galata" under which it acquires a total of 7,377 1.9% mill. euros mobile phone towers for 693 million euros. annual Abertis initiates procedures to increase its capital by 5% against reserves, Abertis submits its application HIT, a French subsidiary of Total Bonus issue investment carrying out for another year its traditional for authorisation of the Abertis, issues 200 million bonus issue which forms part of its public tender offer for 6.5% euros in 10-year bonds with 7,377 693 remuneration policy. 5% of its share capital at €15.70 a coupon of 2.25% per mill. euros per share. annum. PTO 10-YEAR FOR 6.5% BONDS 15.7 200 euros/share mill. euros

47

Visual Thinking Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 48

with areturn over several years. in the short term by providing it encourage privateinvestment aims to model that partnership public-private example ofthe The Relance Planisasuccessful for Sapn. 2033) by 3 years and 8months(up to years (up to 2031) for Sanef, and concessions in the countryby 2 its extension of exchange for the plan of 590millioneuros in was closed with aninvestment case of Sanef, In the thedeal company. and financial capacity ofeach investment on the volume of of their concessionsbased extension oftheterm an for increasing tariffs inexchange toll roads inFrance without improve network of to the to carry out araft of projects The concessioncompaniesare economy. to support the country’s the Government and operators the toll road concession negotiated inFrance between investment programme The Relance Planisan A successstory The “Relance Plan” by oneyear. concessions its two extension oftheduration eurosPaquet through the Vertexchange in for the or hybrid resources. Sanef invested 250 million protection improvenoise upgrading olderonesto as well as roadssustainable development oftoll of encouragingimaginative solutions for the had amajorinnovation componentconsisting in the areas near the toll roads. The investment same time driving economicandindustrial growth infrastructures in the environment while at the improveprojectsintegration of designed to the 2013 whose main objective was to putinplace implemented inFrance between2010and called the Paquet Vert, aninvestment package predecessor most direct its success of result ofthe The idea of the Relance Plan came about as a Predecessor in mid-2015. Government that beganinlate2012andclosed French toll road concessionaires and the French of alongprocess of negotiationbetween the The signing of the Relance Planis the result The process during the years of the extension of the contract). extension ofthe during theyears ofthe network collect tollsonthe (the opportunityto (investment, servicelevels for operation) andrights balance between obligations andcommitments right with the contracts concession features ofthe higher investment and which took intoaccount the and alsomore ambitious than the Paquet Vert, with move towards aplan that was bothmore developed As a result itbecameclear that it would bepossible to •  • New needs While implementing the Paquet Vert, the French the Vert, Paquet the implementing While economic and financial balance of theconcession. for itslocalcommunities without damaging the road network with projects that would beuseful investor statusin the countryby improving its toll Meanwhile Sanef needed to maintain its long-term investments with publicmoney. carry out these it difficult to made criteria and the requirements of Maastricht convergence of itscompanies.Restrictions on public finances condition and thus enhance the competitiveness economy andalso to keep itsinfrastructure ingood run aninvestment agenda to boost the French government realised itneeded to continue to

N42 - Liaison A26 / A16

Boulogne- Saint-Omer -s-Mer Escoeuilles A13 - Pont l’Evêque / Dozulé Calais A29 / A1 - Saint-Quentin Elargissement Elargissement (BAU) A4 / Contournement de Metz Elargissement Boulogne-sur-Mer Deauville Lille St-Quentin A4 / A31 Valenciennes Pont-l’Eveque A29 / A1

A4 / A315 Mondeville Dozulé CAEN METZ Frenouville Amiens St-Quentin

Le Havre

Rouen Caen Reims

Metz Strasbourg échangeur de Nancy raccordement PARIS Strasbourg

Alençon Echangeur de Opérations A13 Bailly-Romainvilliers Troyes Diffuseurs / Viaduc de Guerville

Toutainville A13/A132 Rouen

Criquebeuf Les Graviers

La Haie Tondue PARIS N Pont-Audemer / Bourneville O E Maison Brûlée S

0 10 km 30 km Viaduc de Guerville

Avril 2015 Main challenges

In spite of these obvious needs, the process of negotiating and gaining final approval for the Relance Plan was a real challenge which involved meeting the various needs of all the stakeholders concerned:

• For the French • For Sanef, which had • For the French • For the European • For French society, government, which to keep its internal concession sector, Union, which had to which as a result of a had to demonstrate technical, technological which had to move dispel any doubts about current of distrust of to the various and financial away from a relationship the compatibility of the institutions wanted administrative, legal departments aligned based on competition project with European greater balance and and political levels the at all times. Its twofold to work together and in rules on competition and transparency in relations advantages of starting commitment to financial spite of having business State aid. between the state and up a new public-private discipline and industrial models which differed private companies. partnership project of excellence called for in some points; builder/ this magnitude. thorough economic concession operator in and social cost-benefit the case of Vinci and analysis to identify and Eiffage and purely a set out in detail the concession operator in projects which would the case of Sanef. be most useful and beneficial for both the company and society. 49 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 50

- - -  - Water and diversity programmes - - roadswork onthreeWidening toll varying scopeacross itsentire network: of improvement andupgradingprojects of projects, Sanef closedacompleteportfolio following meticulousanalysis of anumber of projects (2013); ofSanef Identification 2 operators (end of 2012). the French Government and the concession and design Idea of the Relance Planbetween 1 works works Two newjunctionsand other intersection stations accessible to people with disabilities people accessible to stations Creation of sheltersandemergency call and 500high tonnage parkingspaces Creation of 400carsharingparkingspaces lay-bys Refurbishment of 84serviceareas and

of the country’s infrastructure. Inlockstep the support development France)in order to de Infrastructures de Financement des Transport (Agence de budget ofthe AFITF annual the contribution by the concessionsector to businesses through the and government transparency inrelations between the Secondly, to increase balanceand increases between2016and2023. “Redevance Domaniale”in2013by toll the toll freezing in2015and the increased the Government’s commitment tooffset country through in the companies operating of French government andprotect the contracts Firstly,certainty ofthe improvelegal to the additional agreements: process which involved the inclusion of new the French government (until April 2015),a Negotiation of additionalclauses with 4 October 2014). is compatible with the idea of State aid(28 body, in which itruled that the Relance Plan Commission (2014)and final validation by this European Submission ofdossierstothe 3 Steps in 2006. roads privatisation ofthetoll since the income evolution oftheiroperating cumulative on the concession operators was introduced based Finally, alimit on the return allowed for powers in the toll road concessionsector. ferroviaires routiiiai) took on newsupervisory ARAFER (Autoritt de rde rittFE des activittiet more efficientandsustainable. refurbished infrastructure which issaferand 2020-2021, the public will beable to enjoy up to planned work completion ofthe the is yetbe written:whenwith The endpoint to 7 2015). in the Publication 6 (April/July 2015). Negotiation of contractchanges 5 (23 August (23 August Journal Officiel

The Relance Plan is a clear-cut success story that will mark a before and after in public-private partnerships in France. Its implementation will without doubt set an excellent precedent for a model designed to be spread worldwide as the solution for sustainable financing of the infrastructures of the future, which are the foundation for social and economic progress.

A win-win solution for all

The main lesson learned for the involved parties is the need to bring together such diverse interests. Only by catering for the requirements of all stakeholders is possible to reach a truly winning solution with benefits for all.

For the French government: For Sanef: For society:

• Boosting the economy through the • Improved road network in terms of greater • Benefits of a relaunched economy with implementation of projects of various sizes fluidity, safety and comfort in traffic for its greater possibilities of direct and indirect to support the operations of numerous customers. employment. national and regional companies with a total investment of 3,200 million euros. • Lengthening the term of its concessions, • Having improved infrastructure which is safer thus consolidating its long-term business and more efficient and sustainable. • Boosting the creation of jobs which cannot commitment. be relocated. • Strengthening the welfare state due to less • Establishment as a stable partner of the constrained public finances. • Improvement of infrastructure and a drag French government in the search for effect going beyond the implementation of innovative solutions for managing public • Restoring confidence in institutions through the plan. goods through public-private partnerships. greater control over relations between the government and concession operators in the • Investment in public goods without • Improved reputation and social perception country. constraining public finances. of Sanef due to evidencing its service commitment to the public and the country’s economy in general.

51

2015 01 Introduction

02 Abertis Group

03 Stakeholders Abertis Annual Report xx

52

Stakeholders Shareholders Figures and Results Financial management Shareholders and stock exchange

Society CSR

53 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 54

Figures andresults performance. an unprecedented to 1,880millioneuros, Group’s netprofit up the bringing of Cellnex, 66% listing of from the shaped by capitalgains The results for 2015are 2015 also the process of disposal of the airports airports process ofdisposalthe also the 2015 was floated on thestockmarket inMay2015.In share capital of Cellnex (formerly Abertis Telecom) 66% of the assets, portfolio of optimization of the and strategy of focusing Continuingwith the a Takeover Bid. the acquisition of minoritystakes in Arteris through Also Partícipes enBrasilis working on completing after which Abertis became the soleshareholder. of anadditional50% of Autopista Central, SA (Acsa) agreement reached in January 2016 for the purchase purchase of minoritystakes inI2000,and the control of 2015 oftaking and the in Túnels case in companies it already has a stake in, as was the selective growth, in order to consolidateitsposition The Group continues to focus its efforts in very significantly reduced. although the activityinheavy transport inBrazil was activity to be followed in Spain, France and Chile, environment hasallowed the path of growth in In 2015 the consolidation of a favourable economic Consolidated figures Shareholders with the provisions of IFRIC12. accounts are recorded separately incompliance of presentation in Abertis’ consolidated annual million euro in 2014) which for the purposes in revenue andexpenditure in 2015and 689 euro million (479 carried outduringtheyear improvementinfrastructure construction or of present value, revenue andexpenditure for the The attachedP&Laccountpresents at their net Abertis grew by 7%. effects andprovisions, the like-for-like results for Stripping out exceptional results, as well as other net profit to1,880millioneuro, anhistoric result. lifted the 66% of Group’sCellnex,which listing of incorporation of capital gains arising from the The Abertis results for 2015are affectedby the de Chile). (Santiago in SCL 14.77% Terminaland Aéreo Santiago, SA 74.5% inMBJ Airports, Ltd.(MontegoBay, Jamaica) DCA, through which Abertis maintainedastake of end of April, of at the sale, with the ended business Profit and loss account

(millions of euros) Consolidated 2015 2014 (*) Var. Operating revenues 4,378 4,453 -1.7% Operating expenses -1,686 -1,544 9.2% EBITDA 2,692 2,909 -7.5% Like-for-like EBITDA at constant exchange rate 5% Amortization and impairment losses -2,756 -1,163

EBIT -65 1,746 -103.7% Financial result -1,116 -726 Share of profit of associates -41 21

Profit before taxes -1,221 1,042 -217.2% Income Tax 2 -356 Result of discontinued operations 2,721 119 Profit for the year 1,502 805 86.6% Minorities interest 378 -150 Net profit 1,880 655 186.9% Like-for-like company shareholder profit and at 7% constant exchange rate

(*) 2014 re-expressed considering the impact of the classification of the terrestrial telecommunications business as a discontinued operation in application of IFRS 5.

55 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 56

and the increase in tolls. increase and the performance oftraffic positive due tothe grew by 5%,largely Like-for-like revenue good ratein the company’s mainmarkets. On toll on its toll roads, which continuesgrowing ata positive intraffic trend The confirms the Group in tariffs. increase andthe performance oftrafficduringthe year was up by 5%, principally due to the positive at constant exchange rates) exploitation revenues accounting treatment and for the AP-72014 during On acomparablebase(thatis,applying the same dollar and Argentine peso. in exchange rates for the Chilean peso, American average tariffs in toll roads concessions;and the rise by goodprogress inactivityandby the review of These negative impactshave beenpartially set off showing a depreciation of 18% with respect to 2014. the Brazilian real, with the average exchange rate for 2015 and, on the other hand, movements in agreement ceased to have animpact on the results the compensation for traffic guaranteed in the AP-7 principally, hand, to the due fact that on the one euro, which meansa fall of 1.7%asagainst2014, The revenues on transactions reached 4,378 million Revenues the more relevant contributions. 18% of the revenues and Chile, with 5%,complete revenues, followed by Spain, with 30%.Brazil, with as the Group’s37% oftotal contributing largest, outside Spain. The French market isconsolidated 70% of Abertis’ revenues already comes from orbital positions. consequence, principally, of increased capacityin sector alsoshowspositive performance,asa The satellite telecommunications infrastructure with respect to 2014. production hasmeantareduction of 2.3%in traffic other hand,a fall in the Brazilian GDP andindustrial company’sabovedeveloping the forecasts. On the Chile (+8.5%)andFrance (+1.8%), which continue Spanish market, there were importantincreases in growth 8%. of over with Also,traffic, outsidethe years. There was anotably specialimpulseinheavy Spain rose by 6.1%, the best figure for thelast15 consecutive quarters of growth. In 2015, traffic in change of trend hasbeenconsolidatedafterseven increased a1.4%up to 21,976 vehicles. In Spain, the roads asa whole, average daily traffic (ADT) has Revenues (millions of euros) 2015 % 2014 (*) % Toll roads 4,159 95% 4,262 96% Telecommunications 215 5% 188 4% Corporate and other services 5 0% 3 0% TOTAL 4,378 100% 4,453 100%

Revenues (millions of euros) 2015 2014 (*) Spain 1,330 30% 1,447 32% France 1,612 37% 1,567 35% Brazil 782 18% 915 21% Chile 237 5% 208 5% Other 417 10% 316 7% TOTAL 4,378 100% 4,453 100% (*) 2014 re-expressed considering the impact of the classification of the terrestrial telecommunications business as a discontinued operation in application of IFRS 5.

Toll roads (direct management) Km ADT % vs 2014 Spain 1,559 19,231 6.1% France 1,761 24,021 1.8% Brazil 3,250 18,187 -2.3% Chile 711 19,257 8.5% Other 264 77,919 0.7% Total 7,545 21,976 1.4%

57 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 58

up till now to beconsolidated, while continuing which mustallows the improvements obtained the newefficiencyplan for theperiod2015-2017, initial expectations, the Group hasbeen working on after the Efficiencyplan2011-2014endedabove continue working incoming years. In this sense, which the costs, on Groupwill exploitation of the improvements in efficiency and the optimization by the introduction of aseries of measures for The Group’s operating results have beenhelped the like-for-like Ebitdagrew by 5%. although when discounting non-recurrent impacts, EBITDA reached 2,692millioneuro (-7.5%), Results like-for-like EBITDA +5% ( operation inapplication of IFRS5. * TOTAL EBITDA (millions of euros) Other TOTAL Chile Corporate and other services Brazil Telecommunications France Toll roads EBITDA (millions of euros) Spain ) 2014 re-expressed considering the impact of the classification of the terrestrial telecommunications business as a discontinued adiscontinued as business classification oftheterrestrial telecommunications impact ofthe re-expressedconsidering the 2014

comparable terms, the EBITgrew by 12%. a negative impact on the operating result (EBIT).In of the macroeconomic situationinBrazil,have had euro)worsening (763of duetothe million Arteris on the other hand, the impairmentin the netassets Public Works have differences ininterpretation and, Ministry of and the which effect) on Abertis the tax agreement (859millioneuro, without considering inthe AP-7 guaranteed compensation for traffic balance on impairment ofthe hand, for one registeredprovisionsby the The Group, onthe costs. optimization of with improvements in operating efficiency and the 2,692 2,692 1,029 2,597 2015 2015 456 895 142 -84 170 179 100% 100% 38% 34% 96% -3% 17% 6% 5% 7% % 2014 2014 2,909 2,909 2,816 1,092 1,015 528 156 147 -54 117 ( ( * * ) ) 100% 100% 38% 35% 97% 18% -2% 4% 5% 5% % +7% like-for-like net profit

Financial result

The net financial result was -1,116 million euro, of Result of discontinued operations which -743 million euro are from the financial cost of debt, which means an average cost of 5.1%, and The contribution of discontinued operations the rest (-372 million euro) reflects other impacts, includes, principally, the capital gain obtained from such as provisions made for the part corresponding the Cellnex IPO (1,741 million euro for the sale of to the financial updating of the balance for the 66% of its share capital and 925 million euro of guaranteed traffic of the AP-7 agreement (-123 revalorization of the 34% stake retained in Cellnex), million euro), the provision to cover the possible and the capital gain of 40 million euro obtained risk of presentation of an enforceable claim by from the sale of DCA. the rest of the banks of Alazor (-117 million euro), and the costs of rupture paid for the refinancing Results transactions carried out by the HIT group (-92 million euro). The consolidated result for 2015 attributable to shareholders reached 1,880 million euro, showing Equity method companies historic growth of 187% with respect to 2014. In comparable terms, the net profit was up by 7%. The negative contribution of companies recorded by the equity method is a consequence principally of Cash flow the impairment occurring during the year in the stake hold in Autema for an amount of 73 million euro, as a In 2015, Abertis generated a gross cash flow (before consequence of the Catalan Government’s unilateral investments and dividends) of 1,527 million euros. amendment of the concessional contract. ( ) The Group’s cash flow is sufficient to sustain the Gross 2015 2014 * % Corporate Tax investment plan that the company is carrying out cash Flow to improve the infrastructure of its assets and also (€Mn) Corporate Tax amounted to 2 million euro, including to maintain one of its principal strategic pillars, 1,527 1,444 5.8% the positive tax effect associated with the provisions shareholder return. (*) 2014 re-expressed considering the impact of the classification registered during the year. The taxation rates in of the terrestrial telecommunications business as a discontinued the main countries where Abertis operates are the operation in application of IFRS 5. following: Spain, 28% (against a previous rate of 30%); France, 38%; Brazil, 34%; and Chile, 22.5% (against a previous rate of 21%). 59 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 60

consolidated netequity +3.6% as aconsequence of disposal andimpairment. slightly duringtheyear having fallen infrastructures, business andrelated with the management of nature of the with the Group’sline in concessions) tangible fixed assetsand otherintangibles(basically, Of the total assets,around 53%corresponds to Takeover affecting6.5% of the share capital. after the sharespurchasing own impact of and the at theyear-endreal Brazilian in the of depreciation impairments duringtheyear, impact impact of the the year-end 2014re-expressed, principally, by the 25,739 millioneuro, showingareduction of 7% on Total assetsat31 December2015amounted to Balance sheet assets

(without includinggoodwill53%) 32% fixed assets 68% Tangible andintangible Other assets Other generated in theyear.generated seen asupby 3.6%,principally due to the result without considering non-dominant stakes were shares (-1,062millioneuro), consolidatednetassets 2015 (-311 millioneuro), and the purchase of own 2014 (-296millioneuro), the interim dividend for additional dividend for impact ofthe spite ofthe In shareholders return of contributionsmade. to depreciation in the Brazilianreal and to minority negative movements inconversion differences due affecting 6.5% of the Abertis share capital), million euro, basically associated with the Takeover shares(-1,062 purchasing duringtheyear own of re-expressed, affectedprincipally by the impact below the figure10.7% euro, forthe year-end 2014 Net consolidatedassetsreached 5,349million liabilities Other liabilities 20% Other 21% Netassets Financial debt 59% ASSETS Consolidated LIABILITIES Consolidated (millions of euros) 2015 2014 (*) (millions of euros) 2015 2014 (*) Long term assets 22,114 23,777 Net equity 5,349 5,993 Property, plan and equipment and 17,583 19,561 Capital 2,830 2,695 intangible fixed assets Stakes in associates 1,907 933 Reserves -1,449 202 Other long term assets 2,624 3,283 Results 1,880 655 Minority interests 2,088 2,845

Short term assets 3,625 3,647 Long term liabilities 17,253 18,552 Other short term assets 1,403 1,405 Financial debt 13,324 14,726 Liquid assets 2,222 2,242 Other long term liabilities 3,929 3,825

Short term liabilities 3,138 3,079 Financial debt 1,784 1,668 Other short term liabilities 1,354 1,411 Non-current assets held for sale and 316 Liabilities associated with assets held for 116 discontinued operations sale and discontinued operations TOTAL ASSETS 25,739 27,740 TOTAL LIABILITIES 25,739 27,740

(*) 2014 re-expressed considering the impact of the entry into force of IFRS 21.

61 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 62

Investments in2015 1,074 €Mn Central, SA (Acsa) for 948millioneuro. capital of shareAutopista 50% ofthe additional Corporation (AIMCo) for the acquisition of an agreement with Alberta Investment Management On 21 January 2016, Abertis completedapurchase network. existing modernization ofthe associated mainly with toll boothrenewals and The mostimportant operational investments were satellites. 15.01% of Túnels, andHispasatinvestments innew of anadditional50%(less1share) of I2000and the Federal State and those inFrance), the purchase Brazil dependenton in (especially those capacity was for expansion,mainly to increase toll roads to 1,074 millioneuro. The greater part of this (91%) The Group’s total investments in2015amounted Investments

INVESTMENTS OPERATING % EXPANSION % INORGANIC % TOTAL % (millions of euros) EXPANSION Toll roads 91 96% 552 68% 168 100% 812 76% Spain 23 25% 28 3% 35 21% 87 8% France 36 38% 125 15% 0 0% 161 15% Brazil 24 25% 386 48% 0 0% 409 38% Chile 5 6% 7 1% 133 79% 145 14% Other 3 3% 7 1% 0 0% 10 1%

Satellites 3 4% 250 31% 0 0% 253 24%

Holding 0 0% 9 1% 0 0% 9 1%

Total 95 100% 811 100% 168 100% 1,074 100%

63 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 64

depreciation of the Brazilian real. real. Brazilian depreciation ofthe net debt by 381 millioneuros, mostly due to the year-end 2015meantareduction of the Group’s Additionally, the effect of exchange ratesat the 177 millioneuros. Aeroportuarias, SL meantanet treasury receipt of Desarrollo de 100% of Concesiones sale of the a net debt of 329 millioneuro). On anotherside, consolidate respectceasing to totheyear-end2014, treasury receipt of 2,071millioneuros (while, with one hand, the sale of 66% of Cellnex meantanet 2015. On the in impact ofdisposals due tothe Abertis hasreduced itsnet financial mainly debt, in theyear.18% a fall of showing in the Brazilianreal, with the average exchange rate impact on the results for 2015,as well asmovements traffic under the AP-7 agreement ceased tohave an guaranteed compensation for to the fact thatthe I Financial management Net debt /EBITDA Net debt (millions of euros) (millions of expressed stripping out principallyexpressedCellnex), due million euros (2,909millioneuros in2014,re- n 2015 Abertis generatedanEbitda of 2,692 • • •  the following: include operations debt and to lower the Major financial cost. company’s maturityofthe profile of to optimise the in order markets go to the Department to Finance The Group’s financial strength hasenabled the coupon, effectedby Arteris. in December 2016 and with a CDI 12m+2.00% (approximately 174 millioneuro) with due date reais Brazilian million 750 of bond a of issue The Planalto Sul. and with anIPCA12m+8.17% coupon,effectedby December 2015) with due date inDecember2025 (approximately 25millioneuro at the year-end 31 reais Brazilian million 107 of bond a of issue The euro of financial debt. million 200 2015, of in June meeting the due date, aim of with the 2023, November in with duedate debt, on acredit linesignedinNovember 2014 byDisposal Avasa eurosmillion 200 of of financial 12,554 2015 4.7x 13,789 2014 4.4x • Sanef has made a public issue of bonds for 600 • Metropistas has refinanced its debt with lending million euros with due date at more than 10 entities for an amount of 346 million US dollars years (March 2026) and a coupon of 1.875%. (approximately 323 million euros) with due date This amount has been used to cancel loans held in September 2018, with an amount of 335 million with lending entities for an amount of 581 million US dollars (approximately 308 million euros) with euros, where the average cost was 4.7%. due date in December 2022.

• HIT has made a public issue of bonds for a value • During the year Hispasat signed a syndicated of 200 million euros, with due date at 10 years credit line with due date in July 2020 for a total (March 2025) and a coupon of 2.25%. The whole amount of 200 million euros, of which 35 million of this issue has been used, jointly with other euros had been drawn down at 31 December 2015. means of payment, for the repurchase of bonds issued in previous years by HIT for an amount of 250 million euros with due date in March 2018 and an annual coupon of 5.75%.

• Abertis Autopistas Chile has taken up debt with lending entities for an amount of 125,282 million Chilean pesos (approximately 166 million euros) with due date in August 2020, used to make repayment of debts with due date in December 2017 for 27,914 million Chilean pesos (approximately 36 million euros) and to deal with the acquisition during the year of 50% (less one share) of I2000.

65 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 66

Debt maturity Less than 1 year 10% 1 year Less than 15% 1-3 years 19% 3-5 years 45% 5-10 years > 10 years 11%

euros (2,472 millioneuros in2014). had credit lines with ajointlimit of 2,475million At 31 December2015, Abertis Infraestructuras, SA against 84%in2014. the year-end 2015, this proportion was 88%,as maintains ahighpercentage of fixed-rate debt. At To minimiseitsexposure to interest raterisk, Abertis was 6.1 years, asagainst6.0 years in2014. average duedateofthedebt hand, the On theother 2014. in less than 1% 90% ofthetotal, amounted to long-term debt at theyear-end2015 parties, regardwith third With tothedistributionofdebt operates. exposed by the nature of the markets in which it Group isintended to limit the risks to which itis structureDirectors, ofthe the financial Abertis Board of by the policies defined Following the Financial structure Agency Long term Standard &Poor’s Short term Long term FitchRatings Date of assessment Date of 30/06/2015 13/05/2015 13/05/2015 Directors. as part of the policy approved by the Board of and executive authorisation from Abertis’ first is supervised by Finance Department with prior risks management ofthe various financial The and interest raterisks,credit risksandliquidityrisks. financed, the Group isexposed toexchange rate in which the Group companies operate andare markets creditnature ofthe various Due tothe Risk management Qualification BBB+ BBB F2 Outlook Positive Stable 67 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 68

l IBEX35 l Abertis 18 14 16 13 15 12 17 11 Shareholders andstockexchange Jan. Results 2014 18 /02 Feb. Mar. GSM 2015 24 /03 Change in Abertis share 2015(adjusted for the bonusshare issue) S points). points). points) to anannuallow on 24 September (9,291.40 ranging from anannualhigh on 13 April (11,866.40 index hasmoved ina wide bandin the course of 2015, (-7.2%) after the risein the previous year (+3.7%). The the institutionaluncertainty, the IBEX 35ended down China andsomeLatin American economiesas well as in slowdown economic case of Spain, due to the In the (S&P: -0.7%andDow Jones: -2.2%). MIB: +12.7%), incontrast to the major American ones airports Sale of DCAlast 17 /04 April +9.6%), France (CAC 40: +8.5%), Italy (FTSE major European indexes: Germany (DAX: tock markets in2015have seenrisesin the Cellnex IPO 07/ 05 May Bonus share issue 15 /06 June I2000 Acquisition 50% 20 /07 July cement own shares announ- Results 1H+PTO 29 /07 agreement A4 Holdingexclusivity 10 /08 August capitalisation. position in the Ibex35rankingby market 13,600 millioneuros, puttingitin fourteenth Abertis hasclosed2015 with acapitalisation of (13.43 euros). and the lowest closing price on 14 December closing price was set on 26 January (17.11 euros) highest course of the 6.8%. year the Over the of per share following the risein the previous year 35 with a fall of 7.9% at a price of 14.41 euros Abertis’ share ended2015inline with the Ibex Share performance Espacio, S.A. Sale of 2.9% by Inmobiliaria 16 /09 September tus own shares prospec CNMV approval PTO 30 /09 - October dividend Payment 0.33interim 03 /11 bonds Sanef Issue of 600 m 06 /11 Sale of stake by CVC 20 /11 November in Abertis LLC announces3.03%stake Management Lazard Asset 21 /12 December Shareholder return Change in share price on the Stock Exchange

Abertis’ goal is to offer its shareholders the best combination of growth and return. The company’s

business actions and strategic decisions are geared 37.8% towards generating value for its shareholders. 36.5% Charged to fiscal 2015, Abertis will increase its 31.0% remuneration for shareholders through the dividend (+5.0% DPS) and maintains its traditional bonus share issue of one new share for each twenty old ones held. 6.8% 5.7%

Dividend 3.9% 2.9% 11.1% In the month of April, Abertis paid out an additional 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 dividend of 0.33 euros per share from the year 2014, and in November 2015, the company paid an

interim dividend of 0.33 euros gross per share for -7.9% -10.1% 2015. -40.0%

The Board of Directors of Abertis agreed to propose to the Ordinary Shareholders’ General Meeting 2016, to be held on 12 April, in addition to a 1x20 bonus share issue, an additional dividend for 2015 of 0.36 euros gross per share.

69 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 304.0 +5% 2006 70

+18% 357.5 2007 402.2 +12% 2008 until 31 December2015. on 31 December2005and did notsell their shares dividend payments, for ashareholder who bought price on the stockexchange, bonusissuesand ten years hascome to 54%,including the risein The cumulative return on Abertis stockin the last 4.8%. amounted to The dividend yield atclose on 31 December2015 euros, 10%more than the sumpaid for 2014. amount to bepaidas dividends of 650.8million paid from 2015 profits, which entails a maximum gross euros the 0.69 form of ordinary dividends of November 2015,means direct shareholder return in added This amount, to the interim dividend paidin 422.3 A +5% 2009 ccrued dividendpa 443.4 +5% 2010 yment (millions 1,302.9 +194% 2011 537.8 +5% 2012 of euros) rights asexistingshares. on 13 July andhave the same voting and economic The new shares were initially listed on the market euros. The fair value of the right was 0.734euros. traded atahigh of 0.775euros andalow of 0.709 held. Between15and29 June 2015 the rights were issue ataratio of 1newshare for every 20 old ones March 2015it was decided to carry out anewbonus At the Shareholders’ General Meetingheld on 24 Bonus share issue 564.6 +5% 2013 592.9 l Extraordinary dividend l Complementary dividend l Interimdividend +5% 2014 CAGR: +8.8% 2006-2015 650.8 +10% 2015 Share capital and treasury share portfolio acceptors came to 23,226 and each of them has been awarded a number equal to 660 shares, fully Distribution of capital ownership at 15/12/31 Abertis’ share capital stood at 2,830 million euros meeting acceptances containing a number of shares at 31 December, made up of 943,220,294 ordinary less than or equal to the one indicated. Consequently book entry shares with a nominal value of 3 euros a total of 8,533,471 shares have been allocated each, fully subscribed and paid up and all of the under this heading. The number of remaining shares same class. All the shares are listed on the four has been distributed in proportion to the number of Spanish stock markets. shares included in each acceptance for a proration factor of 11.856133%. Hence a total of 52,775,801 In 2015, share capital increased by 44,915,252 shares have been allocated under this heading. shares, amounting to an increase of 134.7 million euros, corresponding to the bonus share issue. In rounding the resulting figures a number of shares lower than the maximum in the tender has been With respect to treasury share portfolio, at the end obtained, the remainders being applied one by 22.67% Criteria Caixa. SAU1 2 of 2015 Abertis was the direct holder of 77,840,233 one beginning with the acceptor with the highest 16.06% Inmobiliaria Espacio 61.27% Free Float shares which accounts for 8.253% of share capital, number of shares offered and not allocated up to

compared to the 9,425,121 shares it held in 2014 the total of 47 shares. (1) Stake through Criteria Caixa, SAU at 15.02% and (1.0492% of share capital at the end of that year). Inversiones Autopistas, SL at 7.65%. Shareholder structure (2) Inmobiliaria Espacio, SA holds this stake through the following structure: 1.74% directly, 13.93% Of the total increase in treasury stock in 2015, through OHL Emisiones, SAU, 0.38% through Espacio Activos Financieros, SLU and 0.01% through Grupo 61,309,319 shares representing 6.5% of the share As detailed in the annual accounts published for Villar Mir, SAU capital of Abertis have been acquired through a fiscal 2015, significant shareholders at the end of partial voluntary public tender offer made by the the financial year are: Criteria Caixa, SAU (22.67%) company for its own shares. The total number of and Inmobiliaria Espacio, SA (16.06%).

l Interim dividend l Complementary dividend l Extraordinary dividend 71 Abertis Annual Report 2015 Introduction Stakeholders 03 Abertis Group 02 01 72

Corporate Social ResponsibilityCorporate Social turnover for theyear. 98.1%Report2015, ofthe scope ofthe CSR as the Master Planis the same scope ofthe CSR The Human Rightsand the Sustainable Development Compact, the Guiding Principles on Businessand including ISO26000, the United Nations Global strategies following the lateststandards in the field proceduresand update ofthe rounds offthe which of the CSR Master Plan for the period2016-2019 structure up the Likewise the has drawn Committee Mediterranean Ecosystemsproject. Reserves Biospherethe UNESCO of Centreof for the Abertis Foundation, includingimplementation Also significantismonitoring of theactivities of international assessmentandevaluationinitiatives. both specialisedexternalanalysts andnational environmental, socialandgoodgovernance issuesby requests for participationinexternalevaluations In addition, the Committee hasmonitored good governance in this area. in 2014and the mostrecent recommendations for the diagnosis and the materialityanalysis conducted results of based onthe policy updating the CSR after 2 Society Committeeconsideredcan be andit a success Responsibility the CorporateSocial for been the first year ofoperations has 015 •  •  • rights are viewed ascross-cutting issues: while the organisation’s stakeholders andhuman of which includesanumber of strategic objectives, The MasterPlanconsists of four core areas, each 98.1%2015, Report CSR oftheturnover for theyear. the CSR MasterPlanis the sameas the scope of the European Directive on accountability. The scope of in the recognisedall ofthem frameworks Goals, of goodgovernance practices. forms of corruptionand the progressive inclusion based on ethicalprinciples, the rejection of all culture an organisational the development of Good governance, transparency and accountability: capital. capital. and the promotion andconservation of natural of positive synergies with the localcommunity generation the environment: the into Integration based on circular economy principles. footprint, environmental andsocialcriteria, andinnovation carbon developing products andservices with positive reducing Eco-efficiency: • Safety and quality: ensuring road safety along with occupational health and safety, enhancing the quality of employment, delivering equal opportunities and developing quality products and services that generate positive social and good governance impact.

The CSR Report 2015, prepared by the CSR Committee and externally reviewed by the same auditor as for the financial statements, includes detailed information about performance in environmental, social and Good Governance issues over the year. Likewise the Abertis Foundation activities report contains information about all the actions carried out during the year and is available on its website (www.fundacioabertis.org).

Member 2015/2016

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