Company subject to the management and control of Atlantia S.p.A. Financial Statements as at 31 December 2012012016201 666 Headquarters - 00159 Rome, Via Giuseppe Donati n° 174 Share Capital € 10,116,452.45 fully paid-up Registration no. in the Rome Companies Register and Internal Revenue Code 00481670586 VAT Code 00904791001, E.A.R. no. 526702 TABLE OF CONTENTS Page Social authorities 3 Management report General concerns 5 Portofolio of works 12 Summary of financial and equity management results - Introduction 13 - Highlights 14 - Economic management 16 - Equity structure 19 Investments 22 Research and development 22 Quality system 23 Human resources 24 Relations with subsidiary companies and Consortiums 27 Registered office and main operating units 34 Management perspective evolution 35 Information according to art. 2428 of the Italian Civil Code paragraph 3 point 6-bis 36 Information related to the application of Italian Legislative Decree N. 196/03 37 Information related to the application of Italian Legislative Decree. N. 231/01 38 THE FINANCIAL STATEMENTS BALANCE SHEET, INCOME STATEMENT AND CASH FLOW STATEMENT(prospects) 41 NOTES TO THE FINANCIAL STATEMENTS General overview 51 Structure and contents of the financial statements 52 Accounting standards and evaluation criteria 53 BALANCE SHEET INFORMATION 62 INCOME STATEMENT INFORMATION 97 Cash flow statement 113 Guarantees and risks 114 Related parties transactions 116 Obligations with buy back provision 123 Financial lease transactions 123 Significant events occurring after financial year end 123 Summary of basic data of the last financial statements of the company that performs management and coordination activities (Atlantia S.p.A.) 124 General Meeting proposals 125 F.T.A. NOTE Attachment 1 126 Statutory Auditors Report 139 External auditors' report 147 Financial statements as at 31.12.2016 2 SOCIAL AUTHORITIES Board of Directors in charge for the three year period 2015 - 2017 Chairman ( 1) Gennarino Tozzi Managing Director (CEO) Franco Tolentino Member Amedeo Gagliardi Member Marco Troncone Member Roberto Tomasi Board of Auditors in charge for the three year period 2016 - 2018 Chairman Alessandro Ludovico Trotter Standing auditor (2) Fernando Sbarbati Standing auditor ( (3) Piergiorgio Cempella Standing auditor Francesco Mariano Bonifacio Substitute auditor Anna Rita De Mauro Audit firm for the period 2012 - 2020 Deloitte & Touche S.p.A. Legal representations; supervisory powers and other corporate activities. Resigned on 22 April 2016 Substitute auditor assigned in charge since 22 April 2016 Financial statements as at 31.12.2016 3 Management Report Financial statements as at 31.12.2016 4 GENERAL CONCERNS Dear Shareholders, The financial year of 2016 has been marked with a decrease in the volume of activities performed by the Company compared to 2015. Total revenues (approximately 309 Million Euros) decreased by 194 million Euros (-38. 62%) due to the lower production of infrastructure projects commissioned by Autostrade per l’Italia and Aeroporti di Roma, connected with the completion of the activities. This decrease was also affected by the adjustment of falling prices defined by the M inistry of Infrastructure and Transport (following MIT) on the infrastructure contracts commissioned bv ASPI in the area of Barberino del Mugello rather than those adopted by the Company in the previous years. 2016 resulted with a loss of € 33,707 thousand mostly related to the a djustment of falling prices implemented by the Ministry of Infrastructure and Transport (hereinafter MIT), as previously mentioned, brought to the reduction of production to € 53,891 thousand and detected losses on contracts equal to € 14,286 thousand. By way of partial compensation of what was stated, €17,700 thousand were recognized as reserves (already being settled by the Contractor) and the tax loss was transferred to the Group consolidation n ational tax. The loss, therefore, takes into consideration the positive effect deriving from the recognition of contractually agreed payments, inventory changes and reserves(‘’claims’’) recognized for the updated amount, that is probably accepted by the contractors and reliably evaluated. Presently these claims are in an advanced state of negotiation. At the state, these claims result in an advanced stage of negotiation. Further details are given as following: Maintenance-Surfacing activities Total production amounts to € 102,933 thousand, entirely completed toward ASPI. This amount has decreased by € 2,902 thousand compared to 2015. Other maintenance activity towards ASPI, Acoustic enhancement – Lateral Side Barriers Financial statements as at 31.12.2016 5 Their value amounts to € 35,681 thousand, with a decrease of € 26,269 thousand compared t o 2015, essentially due to the completion of the works on the sound absorption barrier and other non-maintenance activities. Other maintenance works for ADR Their value amounts to € 28,793 thousand , in decrease compared to 2015 which amounted to € 45,028 thousand and includes the requa lification works of the Ciampino Airport runway ( € 8,442 thousand), the extension of w est area square at the first stage of Fiumicino airport (squares 800 € 8,177 thousand), other works at the same airport ( € 12,174 thousand). Other activities for other contractors The total value of these activities amounts to € 6,389 thousand, with a decrease of € 24,448 thousand compared to 2015 due to the completion of works regarding the subsidiary Co.Im.A. S.c.a.r.l. ( € 19,100 thousand) concerning the contract for the construct ion and completion of the A12 Livorno – Civitavecchia highway stretch.. The decrease in works registered to the consortiums Lambro and Consorzio Costruttori TEEM in the scope of the project for the construction of Milan East Bypass, which is currently bein g completed, must also be mentioned (€ 5,350 thousand). Infrastructure construction The total amount is equal to € 117,474. Below are shown the details of the main contracts: SP 46 Paderno – Rho – Nuovo Polo Fieristico : requalification and improvement activities A contract was signed during April 2014 for requalification and improvement activities on SP 46 Paderno – Rho – Nuovo Polo Fieristico for an amount of € 76,556 thousand . As at 31 December 2016, the production amount s to € 77.842 thousand and includes € 7,422 thousand, the additional payment to the Contractor for the early functional opening of the section. The percentage of the completed works is 91,98%. A8 Milan Laghi Expansion to 5 lanes from km 5+577 to km 9+990 (Lot 1) In June 2014, a contract was signed for the execution of the extension works of the fifth lane of the stretch between the Milan North toll gate and the Lainate interconnection with the A8 Milan Laghi highway, for an amount of € 39,485 thousand. As at 31 December 201 6, the completed production amounts to € 38,857 thousand. Financial statements as at 31.12.2016 6 The activities concerning this infrastructural work are basically completed. Highway A4 Torino – Trieste improvement works on the fourth lane for the section between Viale Certosa and Ses to San Giovanni at Km 126+450 al km 135+750 The work was sub-contracted for a net contract amount of € 116.027 thousand deriving as a result of a decrease equal to 26,69%. As at 31 December 2016 production amounted to € 6,873 thousand. Highway Milano – Napoli extension to three lanes of the section Barberino di Mugello – Firenze Nord (Lot 0) This work was signed during the month of January 2011. As at 31 December 2016 production amounted to € 117.547 thousand , an amount which includes reserves recognized but not accepted by the Contractor, amounting to € 2,000 thousand. Adjustment to the definitive MIT reduction (31,586%) has produced compared to the temporary reduction announced by Autostrade per l’Italia of 8. 44%, a negative effect on production of the financial year equal to € 32,125 thousand . The Company even on the basis of assumptions made by the RUP and the Contractor , reveals that as at 31 December 2016 further reserves were made for a total of € 17,700 thousand. Activities regarding such infrastructure works are mostly completed. Autostrada Milano – Napoli Extens ion to three lanes for the section Barberino di Mugello – Firenze Nord (Lot 1) During the month of April 2014 the Company was entrusted the contract related to the extension of a third lane to the section between Barberino di Mugello and Firenze Nord ( Lotto 1) for an amount equal to € 223.455 thousand . Production recognized as at 31 December 2016 is equal to € 94,995 thousand. The final MIT reduction (29,649%) produced, compared to the temporary contractual reduction of 12,36%, a negative effect on production for the financial year amounting to € 20,853 thousand. The percentage of completed works a s at 31 December 2016 is 51,84%. Autostrada Milano – Napoli extens ion to three lanes of the section Barberino di Mugello – Firenze Nord (Lot 2) Financial statements as at 31.12.2016 7 The extension of a third lane Lot - 2 contract in the section between Barberino di Mugello and Firenze Nord was signed in 2015 by the Company with the Contractor ASPI for an amount equal to € 373.244 thousand, arising from the application of the reduction by 12,36% ; adjustment to the lower MIT (29,698%) led to the re definition of the contract amount ing to € 302,464 thousand. Production started in November. The assembly of the TBM site necessary for digging the Galleria Santa Lucia, which constitutes the main activity of the lot, is now in the final phase. Activities of completing the extension of the third lane in the section Barberino di Mugello – Firenze Nord, section Firenze Nord - Firenze Sud section B Lots 4,5,6 from Km 287+353 to Km 295+623 of the Milano – Napoli highway Works were commissioned during November 2014 for an amount of € 43.094 thousand. The progressive p roduction until 31 December 2016 is equal to € 34,752 thousand .