Individual Annual Report Index

INTRODUCTION 1 Brisa 2007 2 Brisa Profile 3 Corporate Strategy 5 Chairman’s Statement 7 Macroeconomic Overview 8

DOMESTIC CONCESSIONS 11 Brisa Concession 12 Atlântico Concession 14 Brisal Concession 15 Douro Litoral Concession 16 New Motorway Concessions 17

TRAFFIC AND MOBILITY 19 Traffic 20 Service Excellence 23 Payment Systems 25 Road Safety 27

TRANSPORT INFRASTRUCTURES 28 TIIC 29 Airports 30 High-Speed Train 31

INTERNATIONAL BUSINESS 32 Road concessions 34 Electronic Toll Collection 35 Markets and Tenders 36

CORPORATE SUSTAINABILITY 38 Human Resources 40 Environment 41 Accident Prevention 42 Innovation 43 Social Development 44

FINANCIAL REPORT 45

FINAL NOTE 50

FINANCIAL STATEMENTS AND ANNEXES 53

CORPORATE GOVERNANCE 94

ANNEXES: TRAFFIC STATISTICS 116 During the year which marks the tenth anniversary of its entry into the Stock Exchange, Brisa increased significantly its business base, in Portugal as well as abroad. 01 . Annual Report 2007

Introduction 01 INTRODUCTION 2

Brisa 2007

JANUARY JULY Brisa establishes TIIC (Transport Infrastructure Investment Brisa opens to traffic the Lezíria Bridge in Carregado and Company), a vehicle for investment in infrastructure, in concludes the A10 motorway partnership with Millennium Investment Banking and Compagnie Benjamin de Rothschild SEPTEMBER Brisa enlarges its Board of Directors and elects two new FEBRUARY members Brisa reinforces its shareholding position from 15% to 26% in KTS, an electronic toll collection company in the OCTOBER Czech Republic Brisa signs a memorandum with Gazprom for the Russian road concession market MARCH Ministry of Finances approves the acquisition of 40% of NOVEMBER AEA – Auto-Estradas do Atlântico Brisa celebrates 10 years of being listed on the Stock Exchange APRIL Brisa pays dividends of 28 cents per share DECEMBER Awarding of the Douro Litoral concession to the MAY consortium led by Brisa Via Verde reaches 2 million tags

JUNE Brisa wins the Northwest Parkway concession in the United States Brisal opens to traffic the first 32 km stretch, linking Louriçal to Marinha Grande 3 . Annual Report 2007

Principais eventosBrisa Profile 2007

Brisa is present in various parts of the world: In Portugal – 4 concessions, 17 motorways In the USA – 1 concession, Northwest Parkway In Brazil through CCR – 7 concessions In the Czech Republic – electronic toll collection In Holland – electronic toll collection A total of 3 903 km of motorways

Brisa – Auto-estradas de Portugal was created in 1972. In Most of Brisa’s international investments are concentrated 36 years it has become one of the largest tolled motorway in Brazil, North America and Spain: operators in the world and the largest transport infrastructure company in Portugal. - In Brazil, Brisa holds 18% of the capital of Companhia de Concessões Rodoviárias (CCR), the largest Today, Brisa has a market capitalisation around to 6 000 motorway operator in Latin America; million euros and its shares are quoted on Euronext - In the United States, it holds 90% of the capital of the Lisbon, where it is part of the main index, the PSI-20. It is Northwest Parkway concession; also part of Euronext 100 – an index which includes the - In Spain it holds 1% of Abertis, one of the largest largest companies in France, Holland, Belgium and European operators of the sector. Portugal – and the FTSE4Good, the reference index for social responsibility.

Brisa’s main business area is the construction and “The construction and operation of operation of tolled motorways, both through direct tolled motorways result in 89% of investments in Portugal, as well as through its national operating revenue.” and international subsidiaries.

The remaining businesses managed by the company complement its core business providing services associated to road safety and driving comfort in both motorway and urban environments. 01 INTRODUCTION 4

Innovative technology Via Verde With this electronic payment mode which automatically charges the toll directly from the bank account, Brisa has proved its technological superiority and has definitively contributed to more comfortable, easier and safer mobility. A simple idea, pioneer at an international level, and which has already been adopted in many other countries which recognise Brisa’s innovative capital

MOTORWAYS INTERNATIONAL SERVICES

MAIN CCR BEG CONCESSION 18% 100% 100%

BRISAL - AUTO-ESTRADAS NORTHWEST VIA VERDE DO LITORAL PARKWAY 75% 70% 90%

AUTO-ESTRADAS ABERTIS BAR DO ATLÂNTICO 1% 100% 50%

AUTO-ESTRADAS KTS MCALL DO DOURO-LITORAL 26% 100% 55%

MOVENIENCE SMA/EFACEC 30% 20%

BAER 92,5%

CONTROLAUTO 60% 5 . Annual Report 2007

PrincipaisCorporate eventos Strategy 2007

In pursuing its objectives, Brisa will continue to develop its international scale, and is based on four fundamental strategy in accordance with its strategy, based on the principles: following values:

- Attractive economic situation - Acceptable political and economic risk Markets Operational - Maximise the value of current assets - Growth potential, in the short, medium Excellence - Disseminate best practices to new concessions - and long term

Shareholder - Strategic even if minority Global presence - Enlarge the geographical focus - “Equal to the largest shareholder” - Joint control - Order the priority of markets structure in the Motorway - Leveraging on Brisa’s skills - Reinforce key competences, aimed at enhancing sector - international competitiveness

- “Establishment of Partnerships” - Flexible according to the characteristics Diversification - Reinforce competences to capture value in other Positioning - of each market in transport - transport infrastructure sectors (priority to the - Partners with strong local presence - Matching Brisa’s skills infrastructures - airport and railway sectors)

- Focus on motorways - Appropriate balance between the primary market Projects - (construction, followed by operation) and - secondary market (acquisition of shareholding - positions in existing concessions) OPERATIONAL EXCELLENCE

With the objective of moving towards excellence, in 2007 Brisa began an internal project of a pluriannual and cross- DIVERSIFICATION IN TRANSPORT cutting nature throughout the entire organization, the INFRASTRUCTURES Best Programme. The main objectives of this programme are excellence in services provided to the client, continued In the national market, Brisa aims at capitalising its improvement in operational efficiency and sustainable competences in project management, management and growth. maintenance of infrastructures and management of long term concession contracts into other infrastructure sectors. Under this rationale, Brisa has defined the airport GLOBAL PRESENCE IN THE infrastructure as a strategic priority, through the New MOTORWAY SECTOR Lisbon Airport (NLA) project and the privatisation of Taking into account the innumerable worldwide business ANA, S.A., as well as the railroad transport infrastructure opportunities in the area of road concessions, Brisa’s sector, participating in the High-Speed Train project. internationalisation strategy has extended to an 01 INTRODUCTION 6

Chairman’s Statement

2007 was a strong growth year, which allows to face the new strategic cycle with conviction, in both national and international markets.

During the year which marks the tenth anniversary of its entry into the Stock Exchange, Brisa increased significantly its business base, in Portugal as well as abroad. Traffic revenue, which represents 89% of Brisa’s revenue, increased approximately 13%, supported by a 2.6% like-for-like growth. This trend inversion, in light of the adverse environment of these last years, reflects an improvement in the Portuguese economy, as well as the dilution of the impact on traffic of the new toll-free motorways (SCUT).

On 8th July, Brisa recorded an historical moment with the opening to traffic of Lezíria Bridge on the A10, which links the two sides of the Tagus River, between the A1, at Carregado, and the A13, at Benavente, thus finalizing the construction of its main network, with 11 motorways, along a total length of 1 089 kilometres.

Apart from the main concession, 2007 conveys the reinforcement of business involving three other concessions, Brisal, Auto- -Estradas do Atlântico and Douro Litoral, which will have a decisive impact on Brisa’s growth.

On 3rd June 2007, Brisal, holder of the Litoral Centro concession, opened to traffic the first 32 km out of a total of 92 km, which will be concluded at the end of the first half of 2008.

During 2007, the acquisition of 40% of Auto-Estradas do Atlântico was formalised. This concession comprises two motorways with a total length of 170 km, which are complementary to the Brisa and Brisal networks. With this acquisition, Brisa has now consolidated 50% of this concession in its accounts.

The awarding of the Douro Litoral concession to the Auto-estradas do Douro Litoral consortium is also particularly noteworthy. This concession with a total 126 km has reinforced Brisa’s positioning on the national market, due to the areas this concession crosses, as well as the fact that it ensures the connection of three motorways - A1, A3 and A4.

The Brisal and Douro Litoral concessions demonstrate Brisa’s dynamism and competence confirming it as the reference in the transport infrastructures sector in Portugal. In three international public tenders launched by the Portuguese State for the awarding of new tolled motorway concessions, Brisa won two.

The competences, acquired and developed in Portugal, are competitive advantages which Brisa has decided to fully use through the implementation of an internalisation strategy, which begun in Brazil.

The acquisition of the Northwest Parkway concession, formalised in last November, is the most important fact of the year in the international arena. The concession has high potential due to its strategic positioning in the United States and in the State of Colorado, apart from its appropriate size for a first operation. The overall supervision of business in this market is made from Brisa’s recently opened office in Atlanta, Georgia.

The opening of Brisa representations abroad, enabling closer supervision, was completed with the Vienna Office in Austria, aimed at the markets of Central and Eastern Europe, Russia and Turkey. 7 . Annual Report 2007

Electronic toll collection is another vector for Brisa’s international expansion, which is already being implemented in the Czech Republic, through the KTS partnership, for the collection of tolls from heavy vehicles, and in Holland, through Movenience, for toll collection on the Westerschelde Tunnel, the only road infrastructure with tolls in that country.

2007 is, therefore, also a turning point in the international area, with business sustained by the start-up of various operations, in the road concession sector as well as in the electronic toll collection sector, in Portugal, Europe and North America.

Sustainable growth Sustained business growth includes the search for equilibrium between the company’s economic activities and their respective social and environmental impacts.

Therefore Brisa has continued to develop projects started during previous years, as well as having raised its levels of effort dedicated to new projects and new initiatives. Brisa’s enrolment in the World Business Council for Sustainable Development and UN Global Compact are institutional expressions of its commitments.

The projects which the fundamental guidelines are excellence in client service, continued improvement of operations and sustainable growth, developed within the context of Brisa’s sustainability strategy, deserve to be highlighted in the current document.

The company has invested constantly in new developments to its risk management and quality management systems, in the new generation of its technological innovation model, and in enhancing the management of client relations.

At an environmental level, a special note should be made to the adoption of a specific policy for the conservation and promotion of biodiversity, and the signing of the Brisa commitment to Biodiversity. This initiative, which involves various stakeholders and five projects, with differentiated scopes and impacts, will be implemented over the next five years.

A new strategic cycle 2007 was very demanding for Brisa and the results of the work developed were recognised by the markets, as can be noticed by the appreciation of 6.4% in the value of Brisa’s shares in 2007, which added to the dividend corresponds to a total return of 9.4%.

Brisa is now entering into a new strategic cycle, operating various concessions in different geographical areas, positioned as one of the world leaders in the transport infrastructures sector.

Productivity and operational efficiency, innovation and technology, and engineering and management capacities are key competences which the company has developed over the years, and which distinguish it amongst the leading companies in the concession sector, on a global scale. These competences are very substantial advantages of which Brisa is making full use to implement its growth strategy.

Meanwhile, Brisa will continue to be a partner for the development of Portugal, a partner for the State and companies in the sector, in the major challenges for the Country, such as the implementation of the National Road Plan, development of the New Lisbon Airport and the High-Speed Train project.

Brisa has an ambitious vision, of which the objective is the achievement of sustained growth with the creation of value, reconciling growth with profitability, reinforcing current businesses and assuring an appropriate return on new investments.

Chairman of the Board of Directors

Vasco de Mello 01 INTRODUCTION 8

PrincipaisMacroeconomic eventos 2007 Overview

In 2007, the world economies were hit by a variety of The increase in interest rates, difficult access to credit and shocks – the subprime crisis in the United States of the appreciation of the Euro limited GDP growth in 2007 America, instability of financial markets and increase in in the Euro Area. Inflation remained above the 2% barrier, the price of raw materials, primarily oil – which led to an due to the rapid increase in energy and food prices, which unexpected but controlled economic slowing down. contributed to the ECB continuing its policy of increasing its reference rate, which rose from 3.5% at the beginning of the year to 4% by the year end. In the labour market, RECOVERY IN THE EURO AREA in 2007, both the trend for stable expansion in terms of employment creation was maintained, as well as the Economic growth >> 2.4 a 2.8%1 reduction in the unemployment rate (to 6.8%), although Inflation rate >> 3.2%2 the pace of its reduction had gradually fallen over the year.

The economic recovery in the Euro Area observed in 2006 (+2.9%) and during the first half of 2007 recorded a slow down during the second half of 2007, as a consequence 1 According to the Monthly Bulletin of December 2007 of the European Central Bank. 2 Provisional value, measured through the European Consumer Price Index. of the shocks referred to above, albeit maintaining robust economic growth.

GDP GROWTH RATE (%)

4.0

3.5 EUA

3.0 Euro Area

2.5 Portugal

2.0

1.5

1.0

0.0

-0.5

-1.0

2003 2004 2005 2006 2007 9 . Annual Report 2007

THE PORTUGUESE ECONOMY The growth of 1.9%, although modest, is significant when compared with the 1.2% observed in 2006. This In Portuguese economy the budget constraints were kept evolution in GDP was sustained by the growth in exports but economic growth increased: (7%), private consumption (1.2%) and, especially relevant, in private investment (2.6%). The inflation rate Economic growth >> 1.9%3 fell to 2.4% (3% in 2006), being closer to the level Inflation rate >> 2.4%4 registered in the Euro Area. The unemployment rate remained high (7.7%) and has not followed the 3 According to the Economic Bulletin of the Bank of Portugal, Winter 2007 (estimate). decreasing trend observed in the Euro Area. 4 Estimate of the Economic Bulletin of the Bank of Portugal, Winter 2007 (estimate).

GDP GROWTH RATE IN PORTUGAL, %

2.50%

2.00% 2.00% 1. 90%

1.50% 1.50% 1.20% 0.90% 1.00% 0.80%

0.50%

0.00%

-0.50%

-0.80% -1.00% 2001 2002 2003 2004 2005 2006 2007

GROWTH RATE OF SALES OF LIGHT VEHICLES (%)

6%

Portugal 4%

3% EU15 0% 2004 2005 2006 2007

-2%

-4%

-6% 01 INTRODUCTION 10

One of the factors with most influence on road traffic, the successive all-time records by the oil barrel in the last sales of new vehicles, registered a positive development two months of the previous year. On 31st December 2007 (+4.3%) with the sale of light vehicles increasing 4.3% oil closed the year above USD 90 per barrel. and that of heavy vehicles increasing 6.4%. With these results sales returned to the levels of 2005, after having As a consequence, it was not long before the price of fuel registered a reduction of 4.8% in 2006. 270 thousand increased, especially that of petrol and diesel. light vehicles and 6 thousand heavy vehicles were sold in Portugal in 2007. ROAD FUEL

SLOWDOWN IN THE USA As a consequence of the evolution in the price of the Brent and increase in the tax burden on oil products, the In the USA, the economic slowdown observed in 2007, prices of petrol and diesel recorded average increases of evident in the reduction in the GDP growth rate to 2.2% 3.5% and 3.3%, respectively, in 2007 in comparison to (2.9% in 2006), forced the Federal Reserve to reconsider the previous year. The average price of fuel grew the restrictive monetary policy it had been following, of throughout the year, with retail prices having risen 16% successive increases in interest rates, and to lower the between January and December. reference rate by 100 base points to 4.25%. Inflation remained under control below 3%, in spite of the Between January and November 2007, sales of fuel inflationary pressures exercised by the energy prices, increased by 0.4%, with the volume of diesel increasing especially of oil. 2.3% and petrol falling 5%. Thus, maintaining the trend for the decreasing market share of petrol in comparison to diesel, which in 2007 was 25% and 75%, respectively. HIKE IN OIL PRICES

The average price of Brent from January to December 2007 STOCK EXCHANGES INSTABILITY stood at USD73 - 11.4% above the average for 2006 and 33.3% in relation to 2005. However, this strong increase The subprime crisis which burst during the second half of was eased by the depreciation of the Dollar against the 2007 caused a wide instability in financial markets. In spite Euro throughout 2007, which resulted in an increase in the of this widespread and prolonged effect, the stock average price of Brent, in euros, of 2% in 2007. exchanges closed the year with gains, especially the stock exchanges of São Paulo (+45%), Frankfurt (+21%), New In the second half of 2007, the instability in the Middle York (+6%) and London (+3%). In Portugal, the PSI-20 East and reduction in American reserves contributed to closed the year with gains close to 16%.

EVOLUTION IN AVERAGE CAR FUEL RETAIL PRICES

1.50

1.40

Petrol 1.30 Diesel 1.20 Average

1.10

1.00

0.90

0.80 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2006 2007 02 . Annual Report 2007

Domestic Concessions 02 DOMESTIC CONCESSIONS 12

Brisa Concession

The Portuguese road concessions market currently has 14 concessions and over 2600 km under concession. Relative to the number of km under concession, Brisa holds Economic indicators a market share close to 50%, through four road Total sales: 573.0 million euros concessions: EBITDA: 425.8 million euros EBITDA margin: 74.3% 1. 100% of the Brisa concession, a network which includes 11 motorways, with a total of 1 106 km, Number of workers: 1 603 according to the Concession Agreement, ending in 2032; 2. 70% of Brisal, which holds the A17 - Litoral Centro motorway, with 92 km an a variable term between 22 and 30 years; CONCLUSION OF THE MOTORWAY 3. 50% of Auto-estradas do Atlântico, which holds the NETWORK concession of two motorways, with a total of 170 km. The conclusion of the Brisa network was accomplished Expires in 2028; through the opening to traffic of the Lezíria Bridge, a new 4. 55% of Auto-estradas do Douro-Litoral, a concession of three motorways which comprises a total link between the north and south of Portugal. This of 129 km, under concession for 27 years. stretch, the last on the A10, corresponds to an investment close to 243 million euros, of which 80% are financed by The Brisa concession covers the country from North to Brisa and 20% by the Portuguese State. This work, in South and West to East, being the main national road addition to linking the north and the south of the country axis. This concession is ruled by the contract signed with is also a symbol of Portuguese engineering, since it was the Portuguese State, which covers the direct operation of planned and executed by Portuguese companies. 11 motorways distributed over 1 089 km.

CHARACTERISTICS OF THE BRISA CONCESSION

Motorways Extension (km) Tolled Toll-free Total 2x2 lanes 2x3 lanes 2x4 lanes A1 – Auto-estrada do Norte 277.8 17.4 295.2 202 85.9 7.3 A2 – Auto-estrada do Sul 225.2 9.0 234.2 216.3 17.9 A3 – Auto-estrada Porto-Valença 99.7 8.4 108.1 105.0 3.1 A4 – Auto-estrada Porto-Amarante 48.3 3.0 51.3 51.3 A5 – Auto-estrada da Costa do Estoril 16.9 8.1 25.0 3.8 21.2 A6 – Auto-estrada Marateca-Elvas 139.0 18.8 157.9 157.9 A9 – Circular Regional Externa de Lisboa 34.4 34.4 34.4 A10 – Auto-estrada Bucelas-Carregado-IC3 39.8 39.8 7.4 32.4 A12 – Auto-estrada Setúbal-Montijo 24.2 24.2 5.2 19.0 A13 – Auto-estrada Almeirim-Marateca 78.7 78.7 78.7 A14 – Auto-estrada Figueira da Foz-Coimbra Norte 27.9 12.1 39.9 39.9 Total 1 011.9 76.8 1 088.7 862.3 216.0 10.4 13 . Annual Report 2007

With its conclusion, the Brisa network can be considered - A1 – AE do Norte: Beginning of the Construction of a mature network, requiring only the conclusion of the Interchange II of Vila Franca de Xira – 2nd phase, on the link to the new Lisbon airport, a link included in Brisa’s Alverca / Vila Franca de Xira stretch; concession Agreement and which will serve the new - A13 – AE Almeirim/Marateca: Renewal of the airport, once it is fully built. Interchange on the IC10 with the EN 118, on the Almeirim/Salvaterra de Magos stretch.

WIDENING, EXPANSION AND During 2007, in terms of conservation on the main MAINTENANCE concession, various improvement and road surface reinforcement works were undertaken, along The main concession agreement establishes the widening approximately 85 km. of the number of lanes of a motorway whenever its Average Daily Traffic (ADT) reaches a pre-established limit, IMPROVEMENT AND ROAD SURFACE so as to ensure the smoothness and quality of traffic flow. REINFORCEMENT According to these limits, whenever the ADT is greater than 35 000 vehicles, the motorway should be widened Motorway Stretches from 2 to 3 lanes in each direction. If the ADT is greater A1 Torres Novas / Fátima than 60 000 vehicles the number of lanes should be A1 Mealhada / Aveiro Sul (works have begun) increased from 3 to 4 lanes. A3 Cruz / Braga Sul / Braga Oeste A3 Branches of the concession on Famalicão interchange These constructions should be carried out within two A4 Campo / Baltar / Paredes years, albeit being dependent upon the necessary A5 Estádio Nacional / Linda-a-Velha (complexity of technical and environmental approvals, including the execution due to the heavy traffic) issuing of the Environmental Impact Declaration, by the A9 Estádio Nacional / Túnel de Carenque competent authorities. A14 A14 – sub-stretch of the Vila Verde / Sta Olaia stretch Currently, widening is in progress along approximately A2-A6-A13 Alcácer do Sal and Grândola Sul/Grândola Norte 57 km of motorways, mainly on the Auto-Estrada do Norte (A1). Under road improvements, the annual road surface inspection campaign should also be highlighted. In this WIDENING UNDER CONSTRUCTION IN 2007 campaign functional parameters are evaluated, namely, attrition, texture, longitudinal regularity and structural Motorways Extension (km) Type capacity. This information is introduced into the Road A1 - Auto-estrada do Norte Surface Management system and supports the Santarém / Torres Novas stretch 26.9 2x3 lanes improvement and reinforcement studies. Condeixa / Coimbra (Sul) stretch 7.7 2x3 lanes Estarreja / Feira stretch 16.8 2x3 lanes TOTAL INVESTMENT IN THE NETWORK

A3 - Auto-estrada Porto / Valença During 2007, the value of the investment in the Brisa Águas Santas (A3/A4) / Maia stretch 5.3 2x4 lanes network was approximately 200 million euros. A large part of this investment – 110.6 million euros – was aimed In addition to the widening works mentioned above, various at the construction of new stretches. Since approximately other interventions have occurred on the network, both in 20% of this amount is financed by the Portuguese State, terms of major repairs as well as in terms of expansion. The the amount effectively spent by Brisa was approximately following works are particularly noteworthy: 88.5 million euros.

DIRECT INVESTMENT IN THE MAIN CONCESSION

Type of investment 2003 2004 2005 2006 2007 New stretches 114.0 175.5 154.3 200.9 110.6 Major repairs 10.8 4.1 11.1 11.4 17.9 Complementary projects 17.9 41.5 64.2 56.8 54.5 Others 8.3 10.0 39.6 31.5 17.9 Total 151.0 231.1 269.2 300.1 200.9 02 DOMESTIC CONCESSIONS 14

Atlântico Concession

The Auto-Estradas do Atlântico concession, covering a total of 170 km, is distributed in two motorways, the A8 and A15. This concession is fully built but is still far from Economic indicators being considered at a mature phase. Registering strong Total sales: 66.4 million euros organic growth, this concession will have additional EBITDA: 44.0 million euros growth of traffic through the traffic induced by the EBITDA margin: 66.3% opening of Brisal. Number of workers: 311

During 2007, the investment made at the level of the modernisation of toll equipment was particularly important since it implied the total renewal at all toll plazas. The interventions were carried out along the 25 Vias Verde entrances, 25 Vias Verde exits, 35 manual entry lanes and 63 manual exit lanes.

CHARACTERISTICS OF THE ATLÂNTICO CONCESSION

Motorway Extension (km) Total Toll-free Tolled 2x2 lanes 2x3 lanes A8 – Auto-estrada Lisboa / Leiria 129.8 26.0 103.8 88.1 41.4 A15 - Auto-estrada Caldas da Rainha / Santarém 40.2 0 40.2 40.2 0 Totals 170.0 26.0 144.0 128.6 41.4 15 . Annual Report 2007

Brisal Concession

The Brisal concession operates the Auto-estrada Litoral Centro (A17), along a total of 92 km linking the A8 at Economic indicators Marinha Grande to Costa da Prata in Mira. In 2007, the first stretches were opened, along an extension of 32 km Total sales: 2.5 million euros between Marinha Grande and Louriçal. EBITDA: -4.6 million euros EBITDA margin: N/A The remaining 60 km will be opened to traffic at the Number of workers: 2 end of the first half of 2008. It should be noted that the initial opening was delayed by four months, due to setbacks in the environmental approval process by the Portuguese State. traffic induced by the Atlântico concession and, consequently reinforce the traffic increase on the After this opening, the Brisal concession will benefit from Atlântico network.

CHARACTERISTICS OF THE BRISAL CONCESSION

Extension (km) Total Toll-free Tolled Planned Under In Motorway construction operation IIC8 – Louriçal – Pombal (given to the State in December 2006) 12.5 12.5 - - 12.5 A17 – Marinha Grande – Louriçal 32.3 - 32.3 - - 32.3 A17 – Louriçal – Mira 60.4 - 60.4 - 60.4 - 02 DOMESTIC CONCESSIONS 16

Douro Litoral Concession

The Douro Litoral concession includes a total of 129 km, The estimated investment of this concession reaches of which 76.2 km are tolled, and was awarded to the almost one thousand million euros, of which 207 million consortium led by Brisa at the end of December 2007, for correspond to a payment to the Grantor, made at the time a period of 27 years. of the signature of the Concession Agreement.

This concession, close to the city of Porto will serve the The studies and plans will be initiated during 2008, and surrounding urban area, with a high population density, in construction will take place over the following years. The which various industrial activities are developed. This operation of the non-tolled stretches, totalling 52.7 km is concession is even more important since it links three Brisa scheduled to start by March 2008. network motorways, the A1 (Auto-Estrada do Norte), the A3 (Auto-estrada Porto / Valença) and the A4 (Auto- This concession is expected to be fully open to traffic -estrada Porto-Amarante). during 2011.

CHARACTERISTICS OF THE DOURO LITORAL CONCESSION

Extension (km) Total Toll-free Tolled Planned Under In Motorway construction operation A43 – Gondomar / Aguiar de Sousa (IC24) 8.5 - 8.5 8.5 - - A41 – Picoto (IC2) / Nó da Ermida (IC25) 33.0 - 33.0 33.0 - - A32 – Oliveira de Azeméis / IP1 (S.Lourenço) 34.7 - 34.7 34.7 - - N14 - Ameal (IC23) / Leça do Balio (IP4) 4.0 4.0 4.0 A1 / IC1 - Coimbrões (IC23) / Ponte da Arrábida (Norte) 4.3 4.3 4.3 A1 / IC2 - Nó de Sto Ovídio (IC2) / Coimbrões (IC1) 2.6 2.6 2.6 A20 / IP1 - Carvalhos (IC2) / VCI (IP1) 8.1 8.1 8.1 A20 / IC23 - Nó de Franco (IC1) / Nó VCI (IP1) 8.7 8.7 8.7 A28 / IC1 - Ponte da Arrábida (Norte) / Sendim (IP4) 6.1 6.1 6.1 A41 / IC24 - Espinho (IC1) / Picoto(IC2) 5.6 5.6 5.6 A43 / IC29 - Ponte do Freixo (Norte) / Gondomar 8.1 8.1 8.1 A44 / IC23 - Coimbrões (IC2) / Ponte do Freixo (Sul) 5.1 5.1 5.1 128.8 52.7 76.2 76.2 52.7

This concession is expected to be fully open to traffic by 2011. 17 . Annual Report 2007

New Motorway Concessions

The conclusion and awarding of important concessions competitive bidders who will present a final proposal in and the launching of new projects strongly stimulated the early 2008. The decision is planned to be made at the end road sector in 2007. In addition to the Túnel do Marão of the first half of 2008. project, in which Brisa is currently short-listed, the Portuguese State has defined seven new concessions In this context it is important to highlight that, once the which will be tendered and whose initial proposals are Marão Tunnel concession is concluded and open to traffic, expected during 2008. Acting within the context of its it will serve as an extension of the Auto-estrada A4 (Auto- strategy for the national market, Brisa will carefully -estrada Porto-Amarante), between Amarante and Vila analyse these public tenders and take a position, always Real, which will reinforce the traffic flow on this Brisa’s taking into account the creation of value for the network. shareholder.

NATIONAL ROAD PLAN TÚNEL DO MARÃO MOTORWAY In addition to the processes which have already begun The Túnel do Marão motorway, with a total extension of and those soon to be announced, are almost 1 500 km of 29 km, is currently in the short-list phase, with the AEdM new concessions, covering over 900 km of new roads: consortium led by Brisa, included in the list of 2 02 DOMESTIC CONCESSIONS 18

- Auto-estrada Transmontana, between Vila Real and - Auto-estradas do Centro, between Coimbra, Aveiro and Bragança (frontier), with the proposals to be handed in Viseu, a concession of which the tender should begin in at the end of February 2008; March 2008; - Douro Interior, 261 km of new roads to be developed in - Litoral Oeste, almost 100 km in the region of Trás-os-Montes and Beira Interior; Leiria/Tomar (80 km of new construction), to be - Baixo Alentejo, a concession in the districts of Beja, tendered in March 2008; Évora and Setúbal, with the proposals planned for mid- - Alto Alentejo, 110 km of new lanes in the district of March 2008; Portalegre. - Baixo Tejo, 70 km in Setúbal Peninsula (32 km of new construction and 38 km already in operation), with the proposals planned for mid-April 2008;

NEW ROAD CONCESSIONS

Construction of new motorways Maintenance Motorway Without Total of lanes in Lanes for profile motorway operation construction and Concessions profile (km) maintenance (km) Transmontana 130 0 130 47 177 Douro Interior 18 243 261 11 272 Baixo Alentejo 124 0 124 220 344 Baixo Tejo 22 10 32 38 70 AE Centro 168 23 191 153 344 Litoral Oeste 19 61 80 19 99 Alto Alentejo 0 110 110 29 139 Total 481 447 928 517 1 445 03 . Annual Report 2007

Trafic and Mobility 03 TARFFIC AND MOBILITY 20

Traffic and Mobility

During 2007, there was a notable increase in traffic, TRAFFIC FLOW ON THE TOLLED NETWORK although the different concessions have shown different levels of traffic flow and growth according to their Decomposition Evolution 2007 maturity. Hence what is most noticeable is the inversion of Equivalent traffic flow 2.6% the negative trend of the past few years in the equivalent Total traffic flow 3.2% network. This evolution is a consequence of the improved GROWTH OF TRAFFIC IN MOTORWAY performance of the Portuguese economy, especially CONCESSIONS during the last half year, as well as the full absorption of the competitive effects of the Costa da Prata and Norte Concession Growth Litoral SCUT concessions on the A1 – Auto-estrada do in ADT Comments Norte and A3 – Auto-estrada Porto/Valença. The opening of the new sub-stretches of the A10, between Brisa 2.6% Mature concession Arruda dos Vinhos and Benavente, which increased the Atlântico 8.1% Non-mature concession extension of the concession and introduced new traffic Brisal - 32 km opened in June 2007 on the network, contributed to an increase of 0.6% in Douro Litoral - Project phase the traffic flow. However, even so, some factors inhibiting growth still remained, such as the increase in the price of fuel and continued competitive effect of the TRAFFIC ON THE BRISA CONCESSION Grande Porto Concession on Grande Porto on the A4 – Auto-estrada Porto/Amarante, whose negative effect The total traffic flow on the Brisa network of tolled will be eliminated in 2008. motorways corresponded to 77.8 x 108 vehicles x km in 2007, which is equivalent to an increase of 3.2% in In 2007, the traffic definitively confirmed the current comparison to the traffic flow registered during the period of sustained expansion, after a period of weak previous year. economic growth and the occasional impact of the competition, as can be seen in the graph below:

GROWTH IN QUARTERLY TRAFFIC 2004- 2007

6.0%

4.0%

2.0%

0.0%

-2.0%

-4.0%

-6.0% 1 T-04 2 T-04 3 T-04 4 T-04 1 T-05 2 T-05 3 T-05 4 T-05 1 T-06 2 T-06 3 T-06 4 T-06 1 T-07 2 T-07 3 T-07 4 T-04 21 . Annual Report 2007

TRAFFIC FLOW AND RELATIVE IMPORTANCE OF EACH MOTORWAY

Vehic. km Relative Variation Motorway (108) importance 2006-2007 A1 - Auto-estrada do Norte 37.3 47.9% 2.5% A2 - Auto-estrada do Sul 14.1 18.2% 4.7% A3 - Auto-estrada Porto / Valença 6.6 8.5% 2.7% A4 - Auto-estrada Porto / Amarante 4.5 5.7% -8.6% A5 - Auto-estrada da Costa do Estoril 4.2 5.3% 1.0% A6 - Auto-estrada Marateca / Caia 2.9 3.7% 3.3% A9 - CREL - Circular Regional Exterior de Lisboa 3.5 4.5% 5.2% A10 - Auto-estrada Bucelas / Carregado / IC3 0.8 1.0% 594.6% A12 - Auto-estrada Setúbal / Montijo 2.0 2.5% 1.0% A13 - Auto-estrada Almeirim / Marateca 1.5 1.9% 9.5% A14 - Auto-estrada Figueira da Foz / Coimbra (Norte) 0.6 0.7% 3.6% TOTAL 77.8 100.0% 3.2%

ANALYSIS BY MOTORWAY The A1 (Auto-estrada do Norte), which in spite of the traffic lost to the new sub-stretches of the A10, benefited The evolution in traffic flows has changed the relative from the favourable performance of the economy and the importance of each motorway in Brisa’s tolled network. end of the competition from the Costa de Prata SCUT, Hence, the A13 and A4 motorways now indicate the which resulted in positive variations in traffic flows as of greatest gains and losses, respectively, with significant variations being observed in comparison to 2006. the end of the fourth quarter of 2006.

As a result of their growth or representativeness, the On the A2 (Auto-estrada do Sul), 2007 was characterised following Brisa network motorways deserve particular by a very positive recovery in growth rates, with traffic mention: flows increasing by 4.7%.

QUARTERLY GROWTH RATE IN TRAFFIC FLOWS ON THE A1 2004 – 2007

6.0% 4.3% 3.9% 4.1% 4.0% 2.2% 2.3% 1.8% 2.0% 1.4% 0.4% 0.0%

-0.9% -0.8% -2.0% -2.3%

-4.0% -4.7% -4.9% -6.0%

-8.8% -7.4%

-10.0% -9.4% -9.4%

-12.0% 1 T-04 2 T-04 3 T-04 4 T-04 1 T-05 2 T-05 3 T-05 4 T-05 1 T-06 2 T-06 3 T-06 4 T-06 1 T-07 2 T-07 3 T-07 4 T-04 03 TARFFIC AND MOBILITY 22

The A3 (Auto-estrada Porto/Valença), during 2007 no TRAFFIC STRUCTURE BY CLASS OF VEHICLE longer felt the competitive effects of the Norte Litoral SCUT. Strong growth was observed as of the middle of Class 2005 2006 2007 2007, particularly on the stretches north of Ponte de Lima. 1 80.0% 80.8% 80.9% 2 14.3% 13.6% 13.3% On the A4 (Auto-estrada Porto/Amarante) the negative 3 0.9% 0.8% 0.8% effects of the competition induced by the stretches of the 4 4.8% 4.8% 4.9% Grande Porto SCUT remained throughout 2007, and will only diminish over 2008. TRAFFIC ON THE ATLÂNTICO The A5 (Auto-estrada da Costa do Estoril) registered only CONCESSION 1% growth in comparison to 2006, since its capacity is During 2007, the Atlântico concession registered an close to saturation. increase of 8% in traffic, since average daily traffic increased from 15 089 to 16 303 vehicles. Growth during On the A9 (CREL), the opening to traffic of the new the past year reflects the non maturity of this concession stretches of the A10, permitted new links between the A1 and potential it presents. In addition to this fact, the and the entire region south of the Tagus river to the complete opening of Brisal will also have a positive effect western zone of Grande Lisboa, which sustained growth on the traffic on this concession over the next few years. above 5%. Atlântico TMD % change Lastly, the A10 – Motorways Bucelas / Carregado / IC3 A8 20 488 8.2% and A13 – Almeirim / Marateca deserve special mention, A15 5 497 6.2% in which the strong growth reflects the alternative of new Atlântico concession 16 303 8.0% routes and attraction of new clients who did not previously use the network (attraction of traffic previously using Marechal Carmona Bridge and the surrounding TRAFFIC ON THE BRISAL CONCESSION network). 2007 witnessed the opening to the traffic of Brisal’s first segment between Marinha Grande and Louriçal, on 3rd June. On this 32.3 km segment, average daily traffic ANALYSIS BY CLASS OF VEHICLE registered was 4 528 vehicles. However, it is still not The distribution of traffic in different classes did not possible to infer the traffic level on this concession from change significantly, which is particularly positive, taking this value, since this is a single segment which has only into consideration that during 2007 the discounts which been open for just over 6 months. had up to this date been given to heavy vehicles ended. Brisal ADT A17 4 528 According to the data in the table below, it can be seen that class 1 grew to at the cost of class 2, whose relative weight fell approximately 1% between 2005 and 2007. Classes 3 and 4, more related to economic activities have shown greater stability in their evolution, maintaining their relative weight. 23 . Annual Report 2007

Service Excellence

As has been previously mentioned, Brisa is currently The fact that the OCC possesses a database on all of the developing the BEST Project, which defines the company’s incidences occurring on the network, allows the statistical major guidelines. Excellence is one of the fundamental processing and analysis of the data relevant to the values chosen in this Project and, as such, Excellence of operation, enabling the construction of management Service reinforces a structural element in the company’s indicators, as well as the possibility of the continued strategy, thus explaining the enhanced development of improvement of the system. this area during the last few years.

INFORMATION AND CLIENT ACTIVE MANAGEMENT OF TRAFFIC SATISFACTION

Aimed at the provision of high quality services in The information of operational nature managed by OCC, assistance, emergency care, patrolling, protection and essential to ensure the management of operations, is information to clients, the management and coordination complemented by external information, aimed at of operations on motorways is ensured by the Operational ensuring that the client is appropriately, usefully and Coordination Centre (OCC), located at Brisa’s head office, completely clear about the use of the motorway network. in Carcavelos, and which coordinates all the resources required for the active management of traffic. This information is provided to the client through various channels of communication: The OCC is responsible for the active management of traffic in strict collaboration with 12 Operational Centres, • Telephone: distributed all over the country and along the entire • Brisa Blue Number - 808 508 508 – permanent network of Brisa and Brisal motorways, and is prepared to contact number, 24 hours a day, 365 days a year; include future networks, such as for example, the Douro • Via Verde Client Helpline – 707 500 900 – contact Litoral concession network. The management and number for Via Verde clients. coordination of resources by this Centre cover the various aspects of day-to-day activity, especially collaboration in • Electronic mail: the issuing of opinions and implementation of Traffic • e-mail for Brisa client support: [email protected]; Management plans. • e-mail for Brisa investors: [email protected]; • e-mail for VVP investors: [email protected]; Regarding the patrolling carried out by Brisa Assistência • e-mail for Brisa client support: Rodoviária (BAR), the OCC promotes the respective [email protected]. inspection, in collaboration with the Managers of the Operational Centres, so as to maximise service standards • Internet site – www.brisa.pt and www.viaverde.pt (through the minimisation of response time), quality and type of services provided. • 15 Attendance posts along the motorway network and in the main urban centres ensuring attendance to all OCC activity is supported by the road telematic equipment Brisa and Via Verde clients; installed on the motorway network, consisting of a total of approximately 170 electronic notice boards, allowing the • 33 Information posts situated in Brisa Service Areas, provision of dynamic information in real time to clients, and Shops and Operational Centres providing Access to the of approximately 500 cameras, allowing network coverage Brisa and Via Verde Internet sites and telephone of 78.5%. It should be noted that the latter contribute to helplines. approximately 8% of detection of incidences. 0103 TARFFIC AND MOBILITY 24

Brisa has been giving increasing importance to client NETWORK OF SHOPS AND SERVICE satisfaction levels through the quality of the services AREAS provided. As of early 2007, the satisfaction indicators adopted by Brisa for the evaluation of the quality of the Brisa, in partnership with Via Verde, has developed a services provided are integrated in the MIS (Management network of 8 shops for client attendance aimed at Information System). promoting greater proximity with clients. The shops are based on the concepts of accessibility and proximity, and In addition to inspecting client satisfaction levels, the complete the client attendance available by telephone Client Support Service has centralised, since 2005, the and Internet, through greater physical presence. reception and management of all of the presentations, Strategically placed along the client’s route, the shops containing suggestions, complaints and requests for provide a full service to Brisa and/or Via Verde clients – information sent by Brisa clients, aimed at ensuring based on the one-stop-shop concept – ensuring the greater control of the quality of the attendance provided solving of all problems in one go. and faster management and conclusion of cases. 20 744 presentations were processed by the Client Support The 25 service areas along the motorways ensure full Service in 2007, corresponding to an increase of 9% in coverage of the network, with an average distance comparison to 2006. This increase, far lower than the between them of approximately 40 kilometres. All the 71% observed in 2006 in comparison to 2005, Brisa network service areas consist in two half areas, one demonstrates the stabilisation of the service provided. in each direction.

In 2007, a new platform was built for the processing of Base elements in the service areas observations, aimed at adding increased flexibility and response to client observations.The new platform allows, • parking zones for light and heavy vehicles; in an easy manner accessible to all company employees • fuel, oil and lubricant supply zone; • sales zone for vehicle material; and departments, ensuring compliance with internal • service station/wash zone; procedures as well as having the capacity to effectively • shop/mini-market zone; manage and control complaints directed at Brisa, taking • restaurant zone; into account all the stages in the life cycle. • rest zone; • children’s park; • sanitary facilities. 25 . Annual Report 2007

In spite of being under sub-concession to third parties, • Brisa inspections for the evaluation of infrastructure Brisa exercises strict management of the quality of the (flooring, buildings, etc), on an annual basis; service areas. During 2007, Brisa’s inspections to the • inspections within the area of Food Quality and service areas under sub-concession were restructured, but Hygiene, carried out by an independent company still maintaining a common base identical to the previous (currently SGS Portugal, S.A.). system. The entire system continues to maintain the objective of verifying compliance with the contract During 2007, 32 595 824 vehicles entered into Brisa established with the concessionaires as well as being a network Service Areas, representing an average of way to evaluate the level of service provided in each unit. 665 221 vehicles for each half service area.

The system developed consists of:

• daily inspection carried out by Brisa Assistência Rodoviária – evaluation of a set of 13 indicators; • “Mystery Client” inspections carried out by an independent company (SGS Portugal, S.A.) – carried out twelve times a year, approximately on a monthly basis; 0103 TARFFIC AND MOBILITY 26

Payment Systems

During 2007, the most popular form of payment, economic rationalisation. In 2007, of particular relevance measured by the value of the transactions carried out, was the introduction of the free-flow system, on the A10 was the Via Verde system. The transactions carried out (Auto-estrada Bucelas / Carregado / IC3), a new toll under this system achieved a penetration of 57%. collection system for Via Verde clients, eliminating the physical toll barrier on the lane.

FORMS OF PAYMENT (VALUE OF THE TRANSACTIONS CARRIED OUT) This new toll collection system functions through a portico on the motorway, in which antennas scanning the identifiers are located. Comfort and traffic flow are thus guaranteed, since the drivers possessing Via Verde do not

23% need to slow down, as would be the case if they had to Payment in cash 23% pass through a traditional toll barrier. Bank Card 20% 57% 20% Via Verde 57% Also aimed at the automatisation of toll collection, the work and tests carried out during 2007 should also be particularly noted, with the objective of introducing a manual lane of automatic character. The so-called automatic lane should be implemented in the near future, Analysing only the Brisa concession, we find that a total representing not only improved standard of service in toll of 223 631 382 transactions were carried out, with locations but also enabling potential gains in efficiency, 60.3% being through the Via Verde system. since it will substitute manual lanes.

Brisa continued to make efforts towards the automisation of toll collection, aimed at increasing service quality and 27 . Annual Report 2007

Road Safety

During 2007, Brisa continued efforts towards reducing ROAD ACCIDENT PREVENTION the rate of occurrence of accidents, and it is of particular interest that the accident rate indicators decreased in In addition to the road accident prevention campaigns relation to those registered in 2006. developed, Brisa continuously reinforces the characteristics of safety on its network. The following actions in this area In spite of this positive evolution, Brisa, considering the should be highlighted: important role played by road signs in motorway user safety, will continue to invest in this area, aimed at the • Installation of six crash cushions for protection against safety and comfort of driving. divergences considered dangerous. • Use of high quality materials, such as highly retroreflective panels to improve drivers’ night vision; ACCIDENT OCCURRENCE RATE • Installation of luminous green markers on Vias Verde Plena Via tolls to better guide drivers’ Access to those The rate of occurrence of accidents, which in 2006 had lanes. registered an increase of 8% in relation to 2005, showed • Analysis of accident concentration zones, with a positive evolution, since during 2007 this indicator fell interventions on the A3 and A4 through the installation by 19% in relation to 2006. of active signs for the luminous delineation of specific locations and localised improvement of road surfaces. • Removal of vegetation close to buildings next to Accident occurrence rate motorways and thinning trees and bushes to reduce combustible mass, in accordance with the legislation of 54.32 acidentes on the prevention of forest fires. for each 100 million kilometres travelled

to approximately 44.02 accidents for each 100 million kilometres travelled. (10^8 vehicle x km)

This indicator decreased by 19.0% during the last year in spite of the increase in total traffic flow registered on the Brisa network in 2006.

The other road safety indicators also present a positive evolution, especially those related to the severity of the accidents:

• 16.3% in the rate of accidents resulting in severe injury • -5.1% in the rate of accidents resulting in death • -13.4% in the rate of accidents resulting in light injury 04 . Annual Report 2007

Transport infrastructures 29 . Annual Report 2007

Transport Investment Infrastructure Company (TIIC)

Brisa, jointly with two financial partners (Millennium distinguished from the others in that it seeks to create Investment Banking and Compagnie Benjamin de value in its subsidiaries in both financial and operational Rothschild), has constituted an investment fund in areas. The combination of operational and financial transport infrastructure. This fund aims at exploring partners constitutes this factor of differentiation. investment opportunities complementary to those developed by the actual promoters, in the markets of the The target capitalisation will be 500 million euros, of European Union, North America and Latin America. which 50 million will be underwritten by Brisa. The investment period, during which the funds provided by This fund, complementary to Brisa’s business, is the shareholders will be applied, will be 5 years. 0104 TRANSPORT INFRASTRUCTURES 30

Principais eventosAirports 2007

This diversification has arisen with the objective of gaining Main clients: profits in other transport sectors. Therefore, the definition of priorities favours the railway and airport transport • BRISA – Auto-Estradas de Portugal infrastructure sectors. Aimed at entry into the latter sector, • BRISAL, Auto-Estradas do Litoral through the New Lisbon Airport Project (NLA) and • Estradas de Portugal, S.A., privatisation of ANA, it should particularly be noted that, • Autarquias at the end of 2007, Brisa, in conjunction with other • REFER partners, has represented the only consortium announced to date (Asterion). By the end of 2007, BEG, 100% held by Brisa, employed 252 highly qualified and experienced workers in their The core business of Brisa Engenharia e Gestão (BEG) is activity areas. the management of transport infrastructures, essentially those pertaining to roads and railways, especially in the Regarding quality, BEG has maintained the accreditation areas of project coordination, management of of its Laboratory, with head office at Maia, through Norm expropriative processes, supervision and management of NP EN IS0/IEC 17025:2000, kept its General Manager of construction work and coordination of safety. Quality certification attributed by the Laboratório Nacional de Engenharia Civil (LNEC), and obtained the certification of the system of Integrated Management of Quality and the Environment, in accordance with the norms, respectively, NP EN IS0 9001:2000 and ISO 14001:2004. 31 . Annual Report 2007

High-Speed Train

Brisa, jointly with two financial partners (Millennium developed by the actual promoters, in the markets of the Investment Banking and Compagnie Benjamin de European Union, North America and Latin America. Rothschild), has constituted an investment fund in transport infrastructure. This fund aims at exploring This fund, complementary to Brisa’s business, is investment opportunities complementary to those distinguished from the others in that it seeks to create 05 . Annual Report 2007

International Business 33 . Annual Report 2007

International Business

“Brisa expects that within five to ten years 50% of the company’s value will come from business in the international market.”

Brisa’s growth has also been developed through its geographical focus, for example to Russia, Turkey and international business. Present in various countries, Brisa Australia. has based its international expansion on the vast experience accumulated over its 36 years of activity and Partnerships with local companies or companies which are on key competences in the development of road already established in the different markets comprise the concessions and solutions in integration and electronic toll preferred method for possible entry into these new collection systems. It should be noted that in 2007, aimed markets. at increasing global coverage, Brisa enlarged its 05 INTERNATIONAL BUSINESS 34

Road Concessions

BRAZIL: CCR - COMPANHIA DE UNITED STATES OF AMERICA: CONCESSÕES RODOVIÁRIAS NORTHWEST PARKWAY

18% held by Brisa, CCR is responsible for the This concession is 18 km long, of which 14 have already management of 1 452 km of motorways through the been built and are in operation, and is part of the road following concessions: AutoBAn and ViaOeste, in São belt of Denver, Colorado, one of the States with highest Paulo; NovaDutra, Ponte Rio-Niterói and ViaLagos, in Rio expected growth in the United States. It has a 99 year de Janeiro; and RodoNorte, in Paraná. In addition to its maturity and involves an investment in the order of road concession business, CCR is also responsible for the 375 million euros. construction and operation of Line 4 of the Metro of São Paulo, a railway infrastructure. Brisa is the controlling shareholder, holding 90% of this concession, with the remaining 10% being held by CCR.

This was the first concession won by Brisa in the North Economic indicators American market and constitutes an important milestone in Brisa’s process of creation of value and internationalisation. Total sales: 883.0 million euros EBITDA: 534.6 million euros EBITDA margin: 60.5%% Economic indicators Total sales: 604.4 thousand euros EBITDA: -18.0 thousand euros The transfer of technology from Brisa to CCR, both in EBITDA margin: -3% terms of management s well as related to the operation of infrastructures, has stimulated the development and enhanced the reputation of the concessionaire on the Brazilian market and in the international sphere.

This transfer is also reinforced through the exchange of experiences and synergies to consolidate and expand business in progress and develop new opportunities in Brazil and other countries. 35 . Annual Report 2007

CZECH REPUBLIC: KTS HOLLAND: MOVENIENCE

KTS was the company chosen to supply and operate the Created in 2007, Movenience is responsible for electronic electronic toll collection system for heavy vehicles. The toll collection in the Westerschelde Tunnel. consortium, 26% held by Brisa, was constituted in partnership with Kapsch, an Austrian company holding 30% held by Brisa International, 60% held by WST the remaining capital, to participate in electronic toll (Westershelde Tunnel) and 10% held by NedMobiel, collection tenders launched in Central Europe. Movenience is in an extremely favourable position to respond to current trends in the management of mobility, The Czech Republic offered Brisa’s first opportunity in the using electronic toll collection systems on road services in countries of Central Europe, where economic growth Benelux. rates have been very significant. 05 INTERNATIONAL BUSINESS 36

Markets and Tenders

Brisa has three international offices - in Atlanta, in the has expanded its sphere of action to Russia and Turkey, USA, Vienna in Austria and São Paulo in Brazil – and is countries presenting enormous potential for projects present in various regions. placed totally within the context of Brisa’s strategy.

In Europe, Brisa focused on the following projects in LATIN AMERICA 2007: Brisa is present in the Latin American market through CCR, of which its holds 18%. Potential opportunities, - A1 and A2, Poland: Two tenders for the construction especially in terms of tenders for motorway concessions of the A1 road (Strykow – Pyrzowice Section) of 180 and related businesses, make Brazil a very attractive kilometres and A2 road (Strykow – Konotopa Section) of market. Mexico and Chile also present very attractive 95 kilometres, in consortium with the English company potential growth in the private concessions area. Bilfinger Berger. The roads are valued at 1170 million euros and 617.5 million euros, respectively. The Brisa In 2007, Brisa’s international activity focused on the consortium was pre-qualified for the final phase of the following projects: tender in December 2006. This project is currently awaiting evolutions in the process in 2008.

During last year, activity in Latin America concentrated on the following projects: - M6 Phase II, Hungary: Tender for a motorway of 80 km, with the tolls being paid to the concessionaire through the stamp system currently in force in the 2nd phase of the Federal Concessions, Brazil: The country. The tender was opened in April 2007, with tender for the 2nd phase of concession of federal “Letters of Interest” having been submitted by 5 motorways in Brazil took place in October 2007, involving consortiums, amongst which is Brisa, jointly with Alpine. 7 lots of roads, with a total of 2 700 km, in the South and Brisa was not selected. Southeast of Brazil. CCR participated in the tender but did not win any of these lots. However, the winning bids were considered too aggressive for the projects in question. - Electronic Toll Collection, Slovakia: Tender for electronic toll collection, along 2700 km of roads throughout the country. 8 consortiums participated, FARAC, Mexico: In October 2007, the FARAC tender was amongst which was Brisa through KTS, in which it holds opened, the first package of federal motorways in 26%, jointly with the Austrian Kapsch, holding 74% of Mexico. The project consisted in the operation and the capital. Brisa is amongst the pre-qualifying maintenance of 4 roads, over a total length of consortiums. The value attributed to the project is approximately 558 km. In July, Brisa took part in the 400 million euros. tender, in consortium with CCR and the Mexican company Hermes, bidding against 6 other consortiums. USA EUROPE The enormous size of this market and major need for investment in infrastructures underlie Brisa’s interest. The countries with strongest growth such as Poland, Potential investment is currently focused on the states of Hungary, the Czech Republic, Slovakia, Romania and Florida, Texas, Georgia and South Carolina. In spite of this, Bulgaria are the preferred markets in Central and Eastern the pace of launching of projects has been lower than Europe. The privatisation of state operators currently expected. represents the most promising area. Recently, and in order to capture opportunities in the medium/long term, Brisa 37 . Annual Report 2007

In 2007, activity on the American market concentrated on During 2007, Brisa’s business in these markets the following projects: concentrated on the following projects:

- Northwest Parkway, Colorado: The process of - Brisbane Airport Link, Australia: Invited by Babcock & attribution of projects began in 2006, with Brisa (90%) Brown, in November 2007, Brisa took part in an already and CCR (10%), already having been pre-qualified pre-qualified consortium for this tender. Apart from Brisa during this year. In April 2007, the consortium was and Babcock & Brown, the group also includes Bilfinger considered the preferred bidder and the concession was Berger. The project involves the construction and attributed. operation of a tolled tunnel, over approximately 6 km, in the city of Melbourne, with an investment in the order - North Tarrant Express, Texas: In March 2007, Brisa, in of 1.9 mil million euros. consortium with Balfour Beatty Capital, presented a proposal, having been pre-qualified in August. The - Dakar-Diamniadio Toll Road, Senegal: The Dakar- project is estimated to be worth approximately Diamniadio motorway is a greenfield project 34 km 1.5 million euros. Brisa is currently waiting for the long, 12 km of which are financed by the State and the response from the Department of Transport of Texas. remaining 22 km through a public-private partnership. The private investment is estimated at 63.9 million euros. Brisa, jointly with MSF, Mota-Engil and BES OTHER MARKETS constituted a consortium, already pre-qualified, competing against Autoroute du Maroc and Eiffage. The Southeast Asian market, stimulated by ambitious motorway investment plans, and the Australian market are also under the attentive eye of Brisa, which has decided to widen its geographical and time horizons. 06 . Annual Report 2007

Corporate Sustainability 39 . Annual Report 2007

Business Sustainability

Social responsibility at Brisa is assumed in a long term For this effect, five fundamental vectors were identified perspective, aimed at creating value for the shareholders reflecting the most important areas of influence of the and community through economic growth, allied to social company’s activity: Human Resources, Environment, Road progress and environmental quality. Its positioning as a Accident Prevention, Innovation and Quality and Social sustainable development partner is more than a mere Development. declaration of good intentions, it is part of the company’s strategic guideline on risk management and creation of External recognition of is performance and good practices new opportunities. is visible, at a national and international level, through its active participation in reference organisations, inclusion in The company has published, since 2003, an Annual specialised indices and classification in sustainability Sustainability Report, providing information on its policy rankings. In 2007, of particular importance were: and analysis of its performance, in 3 key areas – BCSD Portugal – A member since 2004, Brisa held its economic, environmental and social – in an integrated presidency in 2007; manner. The 2007 Sustainability Report, available on WBCSD – World Business Council for Sustainable Brisa’s site (www.brisa.pt), presents the information Development – Adhesion in 2007; described in this document in greater detail and depth, in United Nations Global Compact – Adhesion in 2007; accordance with the GRI (Global Reporting Initiative) FTSE4Good Index – Renewal of its presence in the Index; international norm. S&P Global Infrastructure Index.

Aware of the impacts of its activity in construction and Up to the expectation of other reference analysts and management of infrastructures, Brisa proposes to quantify benchmarks: Triodos, Dow Jones Sustainability Index, and analyse these impacts, so that they may be fully Heidrick & Struggles, amongst others. compatible with sustainable development.

Clients

Shareholders Partners Innovation Safety and quality State Suppliers

Earth Human Environment ressources Competitors Social Employees development Financial markets Local communities

Public opinion 06 CORPORATE SUSTAINABILITY 40

Human Resources

In 2007, the Department of Human Resources carried out In 2007, investment in training reached 500 thousand a series of innovative initiatives of enormous impact in the euros, having involved 2 725 employees, 10 801 organisation. participations and 52 704 hours of training.

At the end of the year the preparatory activities were EMPLOYEES BY COMPANY initiated for launching the Group’s Code of Ethics and the Solidarity project was put into operation, in which the 2007

Group’s employees are called upon to donate, on a Company Total monthly basis, at least 1 € of their salary to a solidarity BRISA ACCESS ELECTRÓNICA RODOVIÁRIA 49 institution, to which the Company will add a significant BRISA ASSISTÊNCIA RODOVIÁRIA 289 contribution at the end of the year. The Learning to be an BRISA AUTO-ESTRADAS 1 603 Entrepreneur project, which takes the fostering of social BRISA ENGENHARIA E GESTÃO 252 responsibility values and entrepreneurship to schools, and BRISA INTERNACIONAL 1 of which Brisa is a founding member, had the BRISAL 2 participation of 25 company volunteers. CONTROLAUTO 366 MCALL 47 Aware of its responsibility and role in Sustainable VIA VERDE PORTUGAL 117 Development, Brisa took the initiative of promoting ATLÂNTICO (50%) 156 awareness-creating activities for its Senior Management BRISA PARTICIPAÇÕES E EMPREENDIMENTOS 4 on the concepts of Social Responsibility and Sustainable NORTHWEST PARKWAY 7 Development. For this effect, 16 sessions were held BRISA NORTH AMÉRICA 2 involving 1 976 hours of training and 257 participations. Total Geral 2 895

The objective of the implementation of the Colombo Project was to attract innovative ideas which, once implemented, could lead to improvements at both the operational level as well as in terms of client satisfaction. 435 Employees participated in this project, contributing with 1 231 ideas.

An Employee Portal was placed in operation, in order to permit the optimisation and effectiveness of information flows associated to human resource routines and the respective personal data, accessible in all locations through the intranet. In the area of improved access to information, the foundations for a new Company intranet were developed, with a more user-friendly structure and broader range of services and accesses. 41 . Annual Report 2007

Environment

Brisa has defined a new Biodiversity strategy, based on 6 4. BCSD Portugal – Promote, jointly with BCSD Portugal, strategic partnerships, covering the development of the dissemination of the principles and best practices of research and education, integrated in company business. the companies-biodiversity relationship, particularly Total investment comes to 2.5 million euros, applied over through support to the editing of publications, holding of a 5 year period. events and development of case studies on the subject.

1. Business & Biodiversity Protocol – During the 5. Foundation of the Faculty of Sciences of Lisbon Portuguese Presidency of the European Union, a protocol University – Development of projects, jointly with the was signed in which Brisa assumed a commitment to the Foundation of the Faculty of Sciences of the Faculty of promotion of Biodiversity. In this protocol, Brisa’s strategy Sciences of Lisbon University, in order to learn more about was delineated in this matter, with specific reference to the characterisation of the impacts caused by motorways the various partnerships to be developed. on ecosystems.

2. Quercus Protocol – Actions are planned to promote 6. Companhia das Lezírias - Development of the “EVOA biodiversity in the International Tagus National Park and in Projects – Areas for visits and the observation of birds of the Special Protection Zone for Birds of the International Ponta da Erva/Salinas de Saragoça”. This project, in Tagus, Rivers Erges and Ponsul. Intervention will have a addition to its strong environmental awareness-creating positive effect on the various habitats, cork and oak areas, and leisure components, aims at serving as a base for securinega buxifolia shrubland, riverside galleries, wetlands research projects on the bird species of the estuary. in general, and on innumerable groups of fauna; and to promote areas for visits and environmental education. Development of the “Biodiversity in Forest and Shrubland” Project – This project is aimed at the cork 3. APENA (Associação Portuguesa de Engenharia Natural) areas, seeking to increase their productivity, ensuring the – Establishment of a biannual prize to award Natural substitution of trees which reach the end of their Engineering projects; support to the organisation of productive life and die, and to ensure the compatibility of training courses, information and demonstration sessions their conservation with extensive cattle husbandry. and to the publication of manuals and other works of a technical nature in the area of Natural Engineering; Total investment in the environment reached 5.9 million contracting of specific studies in the area of Natural euros. Engineering, so as to ensure the creation and incorporation of specialised know-how by Brisa.

NEW ENVIRONMENT PROGRAMME

6. Companhia das Lezírias EVOA Sustainability of trees and shrublands 4. WBCSD 1. ICNB Publication: Protocol Business Brisa Companies and & Biodeversity biodiversity Biodiversity Project

3. APENA 2. Quercus 5. FCUL Biannual prize Training Protocol Specific studies programmes

Integration of 6 areas of action 06 CORPORATE SUSTAINABILITY 42

Road Accident Prevention

Brisa was the first national company to sign the European In 2007, in the information to drivers component, in Charter on Road Safety, having received this organisation addition to the usual Summer and Christmas campaigns, at its head office in Carcavelos in 2007, so as to an institutional campaign was carried out on safety. All demonstrate compliance with its commitments and the campaigns were supported by outdoor advertising further the benefits resulting from this partnership. and radio spots, as well as a television spot.

Amongst the various initiatives making Brisa the largest By the end of 2007, the educational component of the Portuguese private investor in road accident prevention, Safety First programme had involved a total de 254 study of particular importance is the Safety First Programme, visits, 29 781 students and 11 804 educational staff, developed since 2005. This Programme is divided into including parents and teachers. The number of children two components: one directed at drivers, through covered increased by 94% from 2006 to 2007, with the awareness-creating campaigns, the other aimed at number of visits having increased from 111 to 143. students of the 1st Cycle of Basic Education through educational programmes.

SAFETY FIRST PROGRAMME

25 000

19 662 20 000

15 000 2006 10 119 2007 10 000 7 313 4 492 5 000

0 Children Educational Staff 43 . Annual Report 2007

Innovation

Based on the key concept of the Innovation Network, Brisa has contributed to the country’s wealth by Brisa works as a catalyst for innovation with its partners, substituting imports, stimulating knowledge and national with approximately 60 researchers collaborating in its industry. The company has developed a strategy of exploratory projects, with a total of 18 articles published internationalisation of technology so as to provide in 2007. sustainability and continuity to the network which has been created, and for this purpose is creating a network This phase is complemented by development and of partnerships with global companies and competing in investment phases, with a total number of approximately various markets. Brisa is currently present in the Czech 100 projects in progress. The budget of investment in Republic (KTS) and Holland (Movenience). technology developed in the network reached 27 million euros, in 2007. Also noteworthy is Brisa’s participation in the development of the VII Programme - Vehicle-Infrastructure Integration Brisa is a company of intermediate technological intensity within the OmniAir consortium. This project aims at the in the area of Research & Development (R&D), being interoperability of electronic toll collections systems above the average of Portuguese companies. The R&D between motorways in the United States, also with the Costs/GVA ratio at Brisa is 0.9% more ambitious objective of transmission of information between vehicles and road infrastructure, thus reducing According to a study by the European Commission the rate of occurrence of accidents. “Towards a European Research Area in Science, Technology and Innovation - Key Figures 2007”, presented By entering into these markets, supplying technology, in greater detail in the Sustainability Report, the average Brisa will foster the internationalisation of the companies R&D Costs/GVA ratio with respect to Portuguese which are part of the network of national partnerships. companies was 0.26% for 2005.

2003 2004 2005 2006 2007 Total R&D Costs (euros) 2 039 226 2 741 504 5 358 911 6 804 288 4 669 838 GVA 491 240 942 417 429 344 784 112 746 858 632 076 498 001 621 R&D Costs/ / GVA (%) 0.42% 0.66% 0.68% 0.79% 0.9% 06 CORPORATE SUSTAINABILITY 44

Social Development

The economic and social development of the Country is In addition to the positive indirect impacts of the closely interlinked to the existence of transport company’s business in the country’s economic and social infrastructures. Investment in these infrastructures holds a development, Brisa has followed an increasingly crucial role in fostering economic growth. These important policy of donations and philanthropic activity. In investments provide positive externalities, both to families 2007, total investment in this area reached 864 thousand as well as to companies. In the case of families, it euros. contributes to increased well-being. Regarding companies, it allows obtaining productivity gains, also Complete and detailed information on each area of the contributing to the promotion of both employment and company’s sustainability strategy can be found in the private investment. The impact of these investments also 2007 Sustainability Report, available on the internet results in a larger tax base and therefore also to future tax (www.brisa.pt). This report follows the norm of the GRI – revenue for the State. Global Reporting Initiative and presents a significant evolution in comparison to previous years, including 60 In 2007, Brisa appointed a university researcher to carry externally audited indicators. out a scientific analysis of the economic and social impacts of the implantation of its motorway network. Through this independent study it is possible to conclude that Brisa’s investment generates significant benefits for the Portuguese economy in terms of employment, private investment and product, therefore representing an important source of promotion of long term development.

INVESTMENT BY REGIONS

Alentejo 1 278

Algarve 418

North 1 620

Centre 1 912

Lisboa and Tagus Valley 1 107

Million euros 07 . Annual Report 2007

Individual Financial Report 07 INDIVIDUAL FINANCIAL REPORT 46

Financial Report

FThe present economic-financial analysis is based on NET INCOME AND MARGINS the individual financial statements of Brisa Auto- estradas de Portugal SA. Milhões de euros 2006 2007 Var. EBITDA 408.2 431.2 5.6% In 2007, Brisa’s net operational income continued to EBITDA Margin 74.7% 74.5% -0.2 pp show signs of an upturn, due to the gradual recovery of EBIT 264.5 264.0 -0.2% traffic, which corresponded in annual terms, to an EBIT Margin 48.4% 45.6% -2.0 pp increase in toll revenue of 6.2% in comparison to 2006, Net Income 175.5 253.0 44.2% having reached 542 million euros. In turn, EBITDA reached 431 million euros (+5.6%) and EBIT came to 264 million euros (-0.2%). OPERATIONAL INCOME

During the financial year in question, operational As a result, net income reached 253 million euros income reached 579 million euros, representing an (+44.2%), including the positive effect of tax efficiency increase of 6% in comparison to the previous year. in terms of income tax.

The negative evolution in the results of operations OPERATIONAL INCOME reflects the combined effect of the rise in interest rates and average outstanding debt, as well as the Million euros 2006 2007 Var. registration of Brisal’s negative assets through the Toll Revenue 510.2 541.7 6.2% equity method (whose entry into operation took place Service Areas 10.8 11.0 1.9% in 2007) and the Via Oeste (whose participation in AEA Own work 12.0 7.1 -40.8% increased to 50% in 2007). Finally, the increase in Other Income 13.4 19.2 43.3% extraordinary net income is mainly the result of the Total Operational Revenue 54.4 579.0 6.0% losses in ONI which occurred in 2006. 47 . Annual Report 2007

Toll revenue, which represents approximately 93.5% of OPERATIONAL COST STRUCTURE total operational income, registered an increase of 6.2% in 2007, with the composition presented in the Million Euros 2006 2007 Var % table below. External Supplies and Services 77.0 88.2 14.5% Personnel Costs 58.5 54.2 -7.3% Other Costs 2.7 5.6 107.7% DECOMPOSITION OF GROWTH Sub-Total 138.1 147.9 7.1% IN TOLL REVENUE Amortizations & Provisions 143.8 167.2 16.3% Total Operational Costs 281.9 315.1 11.8% Growth Factors Contribution Equivalent TMD Network 2.6% Mix of Traffic Effect 0.2% RESULTS OF OPERATIONS Increase in Fare Rates 2.7% New Stretches 0.7% At the end of 2007, the results of operations reached a Total Growth 6.2% negative value of -73.7 million euros, representing a deterioration of 32.3 million euros in comparison to the same period of the previous year. As referred to above, OPERATIONAL COSTS this evolution resulted from the combined effect of the rise in interest rates and average outstanding debt, as Operational costs grew by 11.8% in 2007, having well as the registration of Brisal’s negative assets reached a volume of 315 million euros. The through the equity method (whose entry into operation amortizations item is particularly important in Brisa’s took place in 2007) and the Via Oeste (whose cost structure, with a relative weight of 53%, with participation in AEA increased to 50% in 2007). external supplies and services and personnel costs following immediately next, with relative weights of Financial income reached 62.6 million euros in 2007, 28% and 17.2%, respectively. representing an increase of 3.2 million euros in relation to 2006. In turn, financial costs registered a value of 136.3 million euros in 2007, corresponding to a deterioration of 35.5 million in comparison to the previous year. 07 INDIVIDUAL FINANCIAL REPORT 48

TAXES . BALANCE SHEET – LIABILITIES AND EQUITY Taxes registered a decrease of 96.1 million euros in comparison to the previous year, reflecting the positive Total liabilities registered an increase of approximately effect of tax efficiency achieved. 203 million euros, reaching 3 444.0 million euros at the end of 2007. In turn, equity capital increased by 75.4 EARNINGS BEFORE TAXES AND TAXES million euros, reaching 1 499.4 million euros.

Million Euros 2006 2007 Var % FINANCIAL DEBT Earnings Before Tax 236.2 217.6 -7.9% At the end of 2007, the net financial debt reached Taxes 60.8 -35.4 n.a 2 345 million euros, representing an increase of 12.2% Net Income of the Financial Year 175.5 253.0 44.2% in comparison to the previous year, resulting essentially from the investment effort towards the strengthening of shares in AEA, acquisition of Northwest Parkway and BALANCE SHEET - ASSETS payment of dividends. At the end of 2007, total net assets reached 4 943 million euros, corresponding to an increase of 6% in comparison to the previous year, resulting from reversible investment (+66.1 million euros), financial investments (+158.4 million euros), affiliated companies (+56.8 million euros) and assets due to deferred taxes (+53.2 million euros) 49 . Annual Report 2007

Proposed Appropriation of Net Income

After depreciation and provisions deemed to be adequate, the net income account shows, for 2007, a balance of 252 950 522.69 euros.

As provided by the law and the Company’s statutes and considering the provisions of Art. 27 in the statutes, the following appropriation of net income is proposed:

- 5% of net income to the legal reserve

- dividends of 31 cents per share to the shareholders

- the remain to free reserves 09 . Annual Report 2007

Final Note 51 . Annual Report 2007

Final note

2007 was characterised by the recovery of economic Under the terms of sub-paragraph c) of number 1 of activity in Portugal, which decisively contributed to the article 245 of the Securities Code notable growth in traffic flow in the different concessions, despite the hike in fuel prices. In fulfilment of the legal and statutory provisions, the Board of Directors submits the Annual Report and In the Annual General Assembly in March, some statutory Financial Statements relative to 2007 for the assessment amendments were introduced, amongst which we of the shareholders, in the firm conviction that, as far as is consider of particular importance the fact that, as of this within our knowledge, the information contained in it date, each share now corresponds to one vote. was prepared in conformity with the applicable accounting norms, providing a true and appropriate Aimed at encouraging greater involvement on the part of reflection of the company’s assets and liabilities, its reference shareholders who, with their vision and financial situation and net income and of the companies experience may contribute to reinforcing BRISA’s included in the consolidation perimeter, faithfully competitive capacity, on 12th September a General exposing the evolution of the businesses, performance Assembly was held in which the enlargement of the Board and position of the company and the companies included of Directors was deliberated, from 11 to 13 members and in the consolidation perimeter, and that it contains a the subsequent election of two new non-executive description of the main risks and uncertainties faced. directors to represent two reference shareholders. Martin Rey was elected for Babcock & Brown and Pedro Bordalo São Domingos de Rana, 26th February 2008 Silva was elected for Cinveste, SGPS.

The effort, competence and professionalism of all of the employees, as well as the cooperation and support lent by the public and governmental entities and the trust of the shareholders were indispensible factors in the implementation of the company’s strategy. We would like to express our recognition and greatest thanks to everyone. 08 FINAL NOTE 52

THE BOARD OF DIRECTORS

Vasco de Mello

Pedro Rocha e Melo

Daniel Amaral

João Azevedo Coutinho

João Bento

António de Sousa

António Nogueira Leite

Isídro Fainé Casas

Luís Manuel de Carvalho Telles de Abreu

António Ressano Garcia Lamas

João Vieira de Almeida

Martin Rey

Pedro Bordalo Silva 09 . Annual Report 2007

Individual Financial Statements 09 INDIVIDUAL FINANCIAL STATEMENTS 54

BALANCE SHEETS AS OF 31 DECEMBER 2007 AND 2006 (Translation of balance sheets orinaly issued in Portuguese)

(Amounts expressed in thousand of Euros) 2007 2006 Amort. Deprec. Assets Notes Gross and adjustments Net Net

FIXED ASSETS Intangible assets: Industrial property and other rights 8 e 10 241 150 (43 243) 197 907 205 285 Goodwill 10 3 947 (2 368) 1 579 2 368 Intangible fixed assets in progress 10 273 - 273 158 245 370 (45 611) 199 759 207 811

Tangible assets: Land and natural resources 10 1 641 - 1 641 1 282 Buildings and other constructions 10 8 840 (2 413) 6 427 6 573 Machinery and equipment 10 7 482 (4 625) 2 857 3 389 Transport equipment 10 2 581 (1 062) 1 519 1 649 Tools and utensils 10 47 (45) 2 3 Administrative equipment 10 18 863 (15 117) 3 746 5 038 Tangible fixed assets in progress 10 2 885 - 2 885 2 453 Advances on account of fixed assets - - - 12 42 339 (23 262) 19 077 20 399

Revertible tangible fixed assets: Stretches of motorway 10 e 13 4 853 067 (1 449 039) 3 404 028 3 228 944 Operating machinery and equipment 10 90 872 (39 654) 51 218 61 727 Service areas, monuments and sculptures 10 11 090 (3 293) 7 797 8 109 Revertible tangible fixed assets in progress 10 108 204 - 108 204 206 477 Advances on account of fixed assets 10 238 - 238 154 14 5 063 471 (1 491 986) 3 571 485 3 505 411

Investments: Investments in group companies 10 e 16 308 785 - 308 785 276 971 Loans to group companies 10 e 16 320 724 - 320 724 194 091 Investments in other companies 10 11 - 11 10 629 520 - 629 520 471 072

CURRENT ASSETS: Inventories: Raw, subsidiary and consumable materials 401 - 401 663 Merchandise 1 003 - 1 003 - 1 404 - 1 404 663

Receivables: Clients, current accounts 24 476 - 24 476 19 482 Clients, doubtful accounts 21 e 23 14 934 (14 934) - - Group Companies 16 56 849 - 56 849 - Advances to suppliers 200 - 200 178 State and other public entities 48 1 529 - 1 529 14 315 Other debtors 21, 23 e 49 112 566 (94) 112 472 88 638 210 554 (15 028) 195 526 122 613

Cash at banks and on hand: Cash at banks 56 64 065 64 065 127 443 Cash on hand 56 352 352 348 64 417 64 417 127 791

ACCRUALS AND DEFERRALS: Accrued income 50 167 167 115 Deferred costs 50 79 655 79 655 79 934 Deferred tax assets 6 182 408 182 408 129 191 262 230 262 230 209 240

Total amortisation and depreciation (1 560 859) Total adjustments (15 028) Total assets 6 519 305 (1 575 887) 4 943 418 4 665 000

The accompanying notes form an integral part of the balance sheet as of 31 December 2007.

THE ACCOUNTANT Nº 1351 THE BOARD OF DIRECTORS 55 . Annual Report 2007

BALANCE SHEETS AS OF 31 DECEMBER 2007 AND 2006 (Translation of balance sheets orinaly issued in Portuguese)

(Amounts expressed in thousand of Euros)

Shareholders' equity and liabilities Notes 2007 2006 SHAREHOLDERS' EQUITY: Capital 36, 37 and 40 600 000 600 000 Treasury stock - nominal value 40 (13 442) (11 421) Treasury stock - discounts and premiums 40 (95 478) (78 548) Adjustments in equity participations 40 (20 916) (26 565) Legal reserve 40 83 039 74 266 Other reserves 40 278 954 276 521 Retained earnings 40 414 255 414 255 Net profit for the year 40 252 951 175 464 Total shareholders' equity 1 499 363 1 423 972

LIABILITIES: PROVISIONS 34 24 266 9 163

MEDIUM AND LONG TERM LIABILITIES: Bonds 51 600 000 624 950 Securitization of future receivables 51 320 000 - Bank loans 51 1 283 395 1 284 238 2 203 395 1 909 188

CURRENT LIABILITIES: Bonds 51 24 950 24 950 Securitization of future receivables 51 80 000 - Bank loans 51 101 262 283 344 Suppliers current accounts 19 775 17 106 Suppliers - invoices to be confirmed 595 660 Shareholders 672 652 Suppliers of fixed assets, current accounts 32 925 63 118 State and other public entities 48 23 137 4 242 Other creditors 52 2 873 6 338 286 189 400 410

ACCRUALS AND DEFERRALS: Accrued costs 50 133 266 113 444 Deferred income 50 796 939 808 823 930 205 922 267

Total liabilities 3 444 055 3 241 028 Total shareholders' equity and liabilities 4 943 418 4 665 000

The accompanying notes form an integral part of the balance sheet as of 31 December 2007.

THE ACCOUNTANT Nº 1351 THE BOARD OF DIRECTORS 09 INDIVIDUAL FINANCIAL STATEMENTS 56

STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 (Translation of statements originally issued in Portuguese)

(Valores expressos em milhares de euros)

Expenses Notas 2007 2006 Cost of merchandise sold and materials consumed: Merchandise 834 -

Supplies and services 88 176 77 001 Personnel costs: Remuneration 36 189 32 567 Social charges: Pensions 31 414 386 Others 17 572 25 500 54 175 58 453

Amortisation and depreciation 10 165 181 142 776 Adjustments 21 1 874 1 002 Provisions 34 99 - 167 154 143 778

Taxes 346 167 Other operating costs 4 374 2 507 (A) 315 059 281 906

Loss on group and associated companies 45 27 479 962 Interest and similar expenses 45 108 809 99 790 136 288 100 752 (C) 451 347 382 658

Extraordinary expenses 46 2 277 16 828 (E) 453 624 399 486

Income tax 6 (35 357) 60 775 (G) 418 267 460 261

Net profit for the year 252 951 175 464 671 218 635 725

The accompanying notes form an integral part of the statement of profit and loss by nature for the year ended 31 December 2007.

THE ACCOUNTANT Nº 1351 THE BOARD OF DIRECTORS 57 . Annual Report 2007

STATEMENTS OF PROFIT AND LOSS BY NATURE FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 (Translation of statements originally issued in Portuguese)

(Amounts expressed in thousand of Euros)

Income Notes 2007 2006 Sales: Merchandise 16 839 - Services rendered 44 552 823 521 022 553 662 521 022

Own work for the company 53 7 142 12 046 Supplementary income 16 12 008 7 530 Operating subsidies 62 23 Other operating income 50 6 214 5 790 Reversal of amortisation, depreciation and adjustments 21 20 - (B) 579 108 546 411

Gains on group and associated companies 45 44 676 44 744 Other financial income 45 17 895 14 612 62 571 59 356 (D) 641 679 605 767

Extraordinary income 46 29 539 29 958

(F) 671 218 635 725

Operating profit: (B)-(A) 264 049 264 505 Net financial income/(expenses): (D-B)-(C-A) (73 717) (41 396) Current profit: (D)-(C) 190 332 223 109 Profit before income tax: (F)-(E) 217 594 236 239 Net profit for the year: (F)-(G) 252 951 175 464

The accompanying notes form an integral part of the statement of profit and loss by nature for the year ended 31 December 2007.

THE ACCOUNTANT Nº 1351 THE BOARD OF DIRECTORS 09 INDIVIDUAL FINANCIAL STATEMENTS 58

STATEMENTS OF PROFIT AND LOSS BY FUNCTIONS FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 (Translation of statements of profit and loss by functions originally issued in Portuguese)

(Amounts expressed in thousand of Euros)

Notes 2007 2006 Sales and services rendered 44 e 55 (a) 553 662 521 022 Cost of merchandise sold and materials consumed (172 634) (150 847) Gross profit 381 028 370 175

Other operating income 19 509 17 019 Distribution costs (34 820) (42 956) Administrative costs 55 (c) (74 396) (58 850) Other operating costs (6 652) (3 964) Operating profit 284 669 281 424

Net financial expenses 55 (d) (84 272) (73 597) Gain on associated companies 10 e 45 17 197 43 782 Loss on other investments - (15 370) Current profit 217 594 236 239

Income taxes on current profit 6 35 357 (60 775) Net profit for the year 252 951 175 464

Earnings per share 0.422 0.292

The accompanying notes form an integral part of the statement of profit and loss by functions for the year ended 31 December 2007.

THE ACCOUNTANT Nº 1351 THE BOARD OF DIRECTORS 59 . Annual Report 2007

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 (Translation of statements of cash flows originally issued in Portuguese)

(Amounts expressed in thousand of Euros)

Notes 2007 2006

OPERATING ACTIVITIES: Received from clients 616 298 575 584 Paid to suppliers (106 646) (78 748) Paid to personnel (43 438) (54 243) Flows generated by operations 466 214 442 593

Receipts/ (Payment) of income tax 2 612 809 Other receipts/(payments) relating to operating activities (56 795) 22 009 Flows generated before extraordinary items 412 031 465 411

Receipts relating to extraordinary items - 2 702 Payments relating to extraordinary items - (1 225) Flows generated by operating activities (1) 412 031 466 888

INVESTING ACTIVITIES: Receipts relating to: Investments 56 19 404 119 313 Tangible fixed assets 650 268 Subsidies 2 040 43 194 Interest and similar income 9 035 4 221 Dividends 10 34 9 096 31 163 176 092

Payments relating to: Tangible fixed assets (225 703) (327 497) Investments 56 (194 114) (153 002) (419 817) (480 499) Flows generated by investing activities (2) (388 654) (304 407)

FINANCING ACTIVITIES: Receipts relating to: Loans obtained 3 827 950 1 060 972 Treasury shares 1 599 70 501 Financial instruments 13 771 13 771 3 843 320 1 145 244

Payments relating to: Loans obtained (3 630 885) (1 066 418) Interest and similar expenses (110 755) (91 342) Dividends (164 782) (160 656) Treasury shares 40 (20 229) (126 473) Financial instruments (622) (2 299) (3 927 273) (1 447 188) Flows generated by financing activities (3) (83 953) (301 944)

Variation in cash and cash equivalents (4) = (1) + (2) + (3) (60 576) (139 463) Cash and cash equivalents at the beginning of the year 56 124 619 264 082 Cash and cash equivalents at the end of the year 56 64 043 124 619

The accompanying notes form an integral part of the statement of cash flows for the year ended 31 December 2007.

THE ACCOUNTANT Nº 1351 THE BOARD OF DIRECTORS 09 INDIVIDUAL FINANCIAL STATEMENTS 60

NOTES TO THE FINANCIAL STATEMENTS AS OF 31 DECEMBER 2007 (Amounts expressed in thousands of euros) (Translation of Notes orinally issued in Portuguese - Note 57

NTRODUCTORY NOTE account is verified and settled half yearly, Brisa presenting, to the National Treasury, within 60 days after Brisa – Auto-Estradas de Portugal, S.A. (“the Company” each half year, the balance on the current account or “Brisa”) was founded on 28 September 1972 and its covered by a written justification, confirmed by an main activities are the construction, maintenance and opinion of the Audit Council (Conselho Fiscal), by means operation of motorways and respective service areas on a of a prior favourable opinion of the Inspectorate General concession basis, as well as the study and implementation of Finance (Note 49 (a)). of social facilities. The Company may also carry out other activities related to its corporate objects, namely to - The significant matters regarding tax benefits are as compete, with government consent, for new concessions follows: to construct, maintain and operate roads and service areas. • The Company’s exemption from Stamp Tax and Municipal Surcharge ended on 31 December 2005. The bases for conceding the construction, maintenance and operation of motorways to Brisa were defined in • As regards Corporate Income Tax on the activities Decree-Law 467/72 of 22 November. Since then the bases carried out under the concession contract, the of concession have been revised periodically, with the Company can deduct from taxable income, up to the introduction of changes, which are reflected in the clauses amount thereof, 50% of the investment made from of the concession contract. 1995 to 2002, inclusive, in revertible tangible fixed assets not co-participated in by the State. The above Decree-Laws 249/97 of 24 October, 287/99 of 28 July and deduction will be made from taxable income for the 314 A/2002 of 26 December approved the concession years 1997 to 2007 (Note 6). bases currently in force, the significant items due to their importance and impact on Brisa’s financial situation, - The Company’s capital must be increased when the ratio being: between shareholders’ equity, less profit for the year to be distributed, and liabilities, less deferred income, - The total extension of motorways conceded was set at 1 based on the most recent approved annual balance 105.8 kilometres, of which 1 093 are open to traffic, 77 sheet, is less than 25%. kilometres of which are not subject to tolls.

- In the last five years of the concession the State can, - The concession period ends on 31 December 2032 and under certain conditions that ensure financial stability, the assets directly related to the concession, which are redeem the contract. identified in the financial statements as revertible tangible fixed assets, revert to the State at the end of the - Monitoring of the concession is the responsibility of the period. Ministry of Finance on financial matters, and the Ministry responsible for the road sector on other matters. - The State co-participates financially in 20% of the cost of eligible construction as from 1 July 1997. Amounts The notes which follow are numbered as defined in the received from other entities, namely funding by the Portuguese Official Chart of Accounts. The numbers not European Union as co-participation in the cost of included relate to notes that are not applicable to the revertible tangible fixed assets, are deducted from the Company or their presentation is not significant to the overall financial co-participation of the State. accompanying financial statements.

- The amounts corresponding to financial co-participation due by the State are recorded in a current account used exclusively for that purpose. The balance in the current 61 . Annual Report 2007

3. BASES OF PRESENTATION AND Depreciation is provided on a straight-line basis. Assets PRINCIPAL ACCOUNTING POLICIES which started operating up to 31 December 2002 are depreciated on an annual basis and those acquired as The accompanying financial statements were prepared on from 2003 are depreciated on a monthly basis as from the a going concern basis from the Company’s accounting month they start operating, in accordance with the records maintained in accordance with generally accepted following estimated periods of useful life: accounting principles in Portugal.

Years of These financial statements reflect only the Company’s useful life non-consolidated accounts, prepared in accordance with Buildings and other constructions 10 to 50 legislation. Although investments have been recorded in Machinery and Equipment 3 to10 accordance with the equity method, which is in Transport Equipment 3 to 6 accordance with generally accepted accounting principles, Tools 4 the accompanying financial statements only reflect the Administrative equipment 3 to 10 effect of consolidation of the results for the year and equity of the subsidiary and affiliated companies, but not the effect of a full consolidation of assets, liabilities, c) Tangible fixed assets revertible to the State income and costs. In accordance with the current concession contract, assets directly related to the conceded operation revert, without As required by current legislation, the Company will compensation, to the State on 31 December 2032. These prepare and present separate consolidated financial assets are subject to the public domain regime and are statements in accordance with International Financial allocated to the operations of the Company, which can Reporting Standards. freely administer them in this area, but not dispose of them on a private legal commercial basis. Note 16 includes financial information relating to group and associated companies. (i) The revertible tangible fixed assets were originally recorded at cost, including indirect costs incurred The principal accounting policies used in preparing the during the construction period. financial statements are as follows: The historical cost of the motorway stretch and sub- a) Intangible fixed assets: stretch infrastructures in operation at 31 December Intangible fixed assets include essentially the amount 1988 were revalued in 1989, under Order 158/90F-DE paid to the State for the right to collect tolls on the of 15 February of the Secretary of State for Finance CREL motorway, which is being amortised on a straight- (Note 12). line basis as from January 2003, over the remaining period of the concession (Note 8), as well as costs (ii) The criteria for allocating indirect costs to revertible incurred with the founding and organisation of the tangible fixed assets during the construction period, Company, capital increases, development studies and are as follows: projects, industrial property and other rights, which are

recorded at cost and amortised on a straight-line Technical area costs monthly basis over three years, as from the month the Technical area costs relating to stretches, sub-stretches costs are incurred. and service areas under study and in construction are added to the cost thereof, in proportion to the capital b) Non revertible tangible fixed assets expenditure already incurred. Non revertible tangible fixed assets are stated at cost. 09 INDIVIDUAL FINANCIAL STATEMENTS 62

Financial costs Operating machinery and equipment Financial costs, which correspond essentially to the net Operating machinery and equipment is depreciated on a amount of interest expense and income and exchange straight-line monthly basis over its estimated period of difference, are calculated by application of an average useful life, as from the year it starts operating, being fully financing cost, to the accumulated amount of direct depreciated in any situation by the end of the concession capital expenditure on stretches, sub-stretches and period. service stations under study and construction, less grants received from the State and community funds. The depreciation rates used correspond to the following periods of estimated useful life: The technical area costs and financial costs calculated

and allocated to fixed assets in progress as explained Years of above, by corresponding credit to the caption “Own useful life work capitalised”, are transferred to revertible tangible Communications network 10 fixed assets when the stretches, sub-stretches and Toll equipment 5 service areas start operating (Note 53). Complementary equipment 4 to 20

Depreciation of revertible tangible fixed assets is provided on cost or revalued amount, as follows: d) Investments Investments in group and associated companies are Stretches and sub-stretches (excluding the wear and tear recorded using the equity method of accounting, such layer of the flexible paving), service areas and complementary investments being initially recorded at cost which is projects in operation then increased or reduced by the amount On a straight-line monthly basis over the remaining period corresponding to the difference between the cost of of the concession, as from the month they start operating. the investment and the proportion of the book value of the equity acquired of these companies as of the date Flexible paving – wear and tear layer of acquisition of the investment. Such differences are On a straight-line monthly basis over a period of eight recorded in the intangible assets caption “Goodwill”, years (estimated period of useful life of the wear and tear which is amortised on a monthly basis as from the layer of flexible paving), as from the month the stretches month of acquisition, over the expected period of and sub-stretches start operating, being fully depreciated recovery of the investments. in any situation by the end of the concession period. In accordance with the equity method of accounting, Repair of stretches and sub-stretches investments are adjusted annually by the amount The cost of repairs and maintenance of stretches and sub- corresponding to the parent company’s share in the net stretches is expensed in the year incurred. results of the group and associated companies by credit or charge to financial income or costs for the period or, Major repairs and improvements, which consist essentially in the case of other changes in their equity, by of the substitution of the wear and tear layer, are corresponding entry to the caption “Adjustments in depreciated on a straight-line monthly basis over a period equity investments in group companies”. Dividends of eight years, being fully depreciated in any situation by from these companies are recorded when declared, as the end of the concession period. decreases in the amount of the investments.

The remaining investments are recorded at cost less, where applicable, a provision for loss on their realisation.

e) Inventories Merchandise is stated at cost, which is lower than its market value. 63 . Annual Report 2007

f) Adjustments for doubtful debts j) Deferred income Adjustments for doubtful debts are determined based on Deferred income compromises mainly: an assessment of the estimated risks of not collecting the accounts receivable from customers and other debtors. (i) Subsidies received from the State and the European Union to finance revertible tangible fixed assets, g) Provisions calculated, for that purpose, by application of the Provisions are only recognised when there is a legal or percentages defined in the concession contract to implicit obligation resulting from a past event, settlement the subsidisable investments made. Such subsidies of which will probably result in the outflow of resources are recorded as deferred income in the year the and the amount of the obligation can be reasonably Company acquires the right to receive them, and are estimated. Provisions are reviewed at each balance sheet amortised to the statement of profit and loss on the date and adjusted to reflect the best estimate as of that same basis as that applicable to depreciation of the date. subsidised revertible tangible fixed assets (Note 50 (f)). Provisions for restructuring costs are recognised whenever there is a formal detailed restructuring plan which has (ii) Compensation obtained from the State in December been communicated to those involved. 1995, due to abolition of the tolls on some sub- stretches of road in the metropolitan areas of Lisbon h) Foreign currency balances and transactions and Porto, under the terms of Decree-Law Foreign currency assets and liabilities not covered by No. 330-A/95 of 16 December, which was recorded fixed exchange agreements are translated to Euros at as deferred income and is being amortised on a the exchange rates prevailing at the end of the period. straight-line basis to the statement of profit and loss Exchange gains and losses arising due to differences up to 2025 (end of the concession period at the time between the exchange rates at the transaction date and the collection of the tolls was abolished) (Note 50 those prevailing at the date of collection, payment or at (g)). the year end are recorded in the statement of profit had loss of the corresponding period. k) Retirement pensions Since 1988 there has been a defined benefits i) Deferred costs supplementary retirement, invalidity and survivor Deferred costs include mainly amounts Brisa has agreed pension plan for the employees of Brisa, excluding to pay the State as a result of renegotiating the directors. A pension fund, managed autonomously by a concession contract in 1991, in exchange for extending pension fund management company, was set up in the concession period. These amounts are amortised on 1988 to cover the liability. a straight-line basis over the concession period, as from September 1991, when the contract came into force. Brisa records its liability for the payment of pensions in accordance with Accounting Directive 19, issued by the The original amount of these payments corresponds to Portuguese Accounting Standards Board on 21 May the difference between the amount of guaranteed 1997. This Directive establishes that companies with income received from the State up to 1989 and the pension plans must recognise the cost of such benefits financial cost of loans incurred by the State from 1986 as the services are rendered by the beneficiaries. Thus, to 1991, both under the 1985 concession contract at the end of each accounting period, Brisa obtains, (Note 50 (b)). from an independent entity, an actuarial calculation of its pension liability as of that date and the pension cost to be recorded. The liability thus estimated is compared with the market value of the pension funds, in order to determine the amount of the differences to be recorded (Note 31). 09 INDIVIDUAL FINANCIAL STATEMENTS 64

l) Incentive plan (i) Hedge accounting Because of the lack of specific accounting standards in Because of the lack of specific standards in Portugal for Portugal, the benefits granted to employees and classifying financial instruments, the provisions of IAS directors were recognised and measured in accordance 39 were applied, as required by Portuguese Accounting with International Financial Reporting Standard IFRS 2 – Directive 18. Therefore, classification of a derivative Share based payments. In accordance with IFRS 2 the financial instrument as a hedging instrument is based benefits granted in the form of shares (equity on the provisions of IAS 39 as regards their instruments) are recognised at fair value as of the date documentation and effectiveness. they are granted. Fair value as of the date the benefits are granted is recognised as cost on a straight-line basis Changes in the fair value of derivative instruments over the period in which the benefits are earned designated as fair value hedges are recognised in the through services rendered. Benefits granted in the form statement of profit and loss for the period, together of shares but settled in cash are recognised as liabilities, with changes in the fair value the asset or liability at fair value as of the balance sheet date. subject to the risk. m) Accruals basis Changes in the fair value of derivative financial Income and expenses are recorded on an accruals basis, instruments designated as cash flow hedging under which they are recognised in the period to which instruments are recorded in the caption “Other they apply independently of when they are received or reserves” as regards their effective component and in paid. Differences between the amounts received and the statement of profit and loss as regards their non- paid and the related income and expenses are recorded effective component. The amounts recorded under under accrual and deferral captions (Note 50). “Other reserves” are transferred to financial income and expenses in the period in which the effect on the n) Derivative financial instruments and hedge hedged item is also reflected in the statement of profit accounting and loss. Brisa has the policy of contracting derivative financial instruments to hedge the financial risks to which it is Changes in the value of derivative financial instruments exposed as a result of changes in interest rates and hedging net investment in a foreign entity, as in the exchange rates. Brisa does not contract derivative case of cash flow hedging instruments, are recorded in financial instruments for speculation purposes. the caption “Translation reserve” as regards their effective component. The non-effective component of Brisa contracts derivative financial instruments in such changes is recognised immediately in the accordance with internal policies approved by the statement of profit and loss for the period. If the Board of Directors. hedging instrument is not a derivative, the corresponding changes resulting from variations in the Derivative financial instruments are measured at their exchange rate are recorded in the caption “Translation fair value. The method of recognising this depends on reserve”. the nature and purpose of the transaction. Hedge accounting is discontinued when the hedging instrument matures, is sold or exercised, or when the hedging relationship ceases to comply with the requirements of IAS 39.

(ii) Trading instruments Changes in the fair value of derivative financial instruments that are contracted for financial hedging purposes in accordance with the Group’s risk management policies, but do not comply with the requirements of IAS 39 to qualify for hedge accounting, are recorded in the statement of profit and loss for the period in which they occur. 65 . Annual Report 2007

o) Deferred taxes In addition, under the provisions of Decree-Law 271/99 of Deferred taxes refer to temporary differences between 16 July, the Company became exempt from Stamp Tax the amount of assets and liabilities for accounting and and Municipal Surcharge up to 31 December 2005 on is for tax purposes, as well as those resulting from tax conceded operations. incentives obtained and temporary differences between the tax and accounting results (Note 6). The amounts resulting from application of the method established are as follows: Deferred tax assets and liabilities are calculated and periodically evaluated using the tax rates expected to be • corresponding to 50% of the investment made by Brisa in revertible applicable on date the temporary differences revert. tangible fixed assets, excluding the amount co-participated in by the State: Deferred tax assets are recorded only when there is - From 31 December 1995 to 2002 777 704 reasonable expectation of sufficient future taxable profits for them to be used. On each balance sheet • deducted from Corporate Income Tax relating to: date, a reassessment is made of the temporary - The years 1997 to 2006 (622 208) differences underlying the deferred tax assets in order - The year ended 31 December 2007 (155 496) for them to be recognised or adjusted depending on Balance at 31 December 2007 - the current expectation their for future recovery.

The Company is subject to Corporate Income Tax at the 6. INCOME TAX normal rate of 25%, which can be increased by a Following the publication of Decree-Laws 287/99 and Municipal surcharge of up to a maximum rate of 1.5% of 294/97 of 28 July and 24 October, respectively, there was taxable income, resulting in a total tax rate of 26.5%. a change in Brisa’s Corporate Income Tax benefits. Brisa’s activities within the scope of the concession contract In accordance with current legislation, tax returns are ceased being exempt from Corporate Income Tax, the subject to review and correction by the tax authorities Company becoming able to deduct from income tax due, during a period of four years (ten years for social security up up to the amount thereof, 50% of the amount invested to 2000, inclusive, and five years after 2001), except where by it from 1995 to 2000, inclusive, excluding the amount there are tax losses, tax benefits have been granted or co-participated in by the State, in revertible tangible fixed inspections, claims or appeals are in progress, in which case, assets. The changes also include the fact that the depending on the circumstances, the period can be deduction can be made from income tax due up to the extended or suspended. Therefore the Company’s tax years 1997 to 2005. returns for the years 2004 to 2007 are still subject to review and correction. The Board of Directors believes that any Under the provisions of Decree-Law 287/98 of 28 July, possible corrections resulting from revisions/inspections of investments that serve as a base for calculating the these tax returns will not have a significant effect on the deduction from taxable income were extended to those financial statements as of 31 December 2007. made in 2001 and 2002, these only including investments resulting from changes in the opening to traffic program Tax losses can be carried forward during a period of six included in base VII attached to Decree-Law 287/99 of 28 years after they are incurred, for deduction from taxable July. The deduction relating to such investments can be profits generated in that period. made from taxable income subject to Corporate Income Tax up to 2007. 09 INDIVIDUAL FINANCIAL STATEMENTS 66

All situations that significantly affect future taxes are In addition, as a result of taxable income for the year recognised by application of the deferred tax rules. ended 31 December 2007 the Company can use the full Changes in the year resulting from these rules, as regards amount of the tax benefits generated in preceding years their nature and impact on the financial statements as of in accordance with Decree-Law 287/99 of 28 July, 31 December 2007, are as follows: regarding which the amount of 89 112 thousand Euros had not been recognised earlier due to uncertainty as to a) Changes in deferred tax assets: its realisation.

Beginning Utilisation/ Ending Deferred tax assets balance Increases Decreases balance Securitisation of future receivables - 106 000 - 106 000 Tax benefits 66 384 89 112 (155 496) - Tax losses carried forward 52 559 10 183 - 62 742 Non-deductible provisions - 68 - 68 Financial instruments 10 248 4 508 (1 158) 13 598 129 191 209 871 (156 654) 182 408

The recording of 106 000 thousand Euros results from a The balance of deferred tax assets at 31 December 2007 future credit securitisation operation realised in December corresponds to the best estimate of the amount 2007 (Note 51). As a result of this operation, and in recoverable: accordance with Decree-Law 219/2001 of 4 August, 400 000 thousand Euros was added to Brisa’a profit for 2007 subject to Corporate Income Tax. The corresponding deferred tax asset will be gradually reversed through the deduction from profit subject to Corporate Income Tax of the income corresponding to the securitised of future receivables. 67 . Annual Report 2007

b) Reconciliation of the rate of income tax:

Conceded General operations tax regime Total Profit before income tax 231 737 (14 143) 217 594 Nominal tax rate 25,0% 25,0% 25,0% Expected tax 57 934 (3 536) 54 398

Permanent differences (i) 1 206 (4 341) (3 135) Temporary differences (ii) 104 270 (1 093) 103 177 163 410 (8 970) 154 440

Adjustments to the amount of tax: Autonomous taxation - 141 141 Tax bebefits (155 496) - (155 496) Municipal surcharge 9 805 - 9 805 Tax losses carried forward (iii) - 8 970 8 970 Income tax 17 719 141 17 860 Effective tax rate 8% -1% 8%

Current tax (Note 48) 17 719 141 17 860 Deferred Tax (44 192) (9 025) (53 217) (26 473) (8 884) (35 357)

(i) These differences at 31 December 2007 correspond 7. AVERAGE NUMBER OF PERSONNEL essentially to the effect of applying the equity method. During the year ended 31 December 2007 the average number of employees of the Company was 1 587. (ii) These differences at 31 December 2007 correspond to the effect resulting from the securitisation of future receivables operation referred to earlier and changes in 8. INDUSTRIAL PROPERTY AND OTHER the market value of non-deductible financial RIGHTS instruments. This caption at 31 December 2007 includes essentially the (iii) The increase of the deferred tax asset related to tax amount paid by Brisa to the State (the conceding entity) losses carried forward defers from the tax losses in exchange for the right to collect tolls on the CREL determined in the year ended 31 December 2007, due motorway as from 1 January 2003 (Note 3 (a)) under the to the corrections made to the previous year’s tax provisions of Decree-Law 314 A/2002 of 26 December, losses estimate. less the amount received earlier when such tolls were abolished, and which at 31 December 2002 had not yet been recognised as income. 09 INDIVIDUAL FINANCIAL STATEMENTS 68

10. FIXED ASSETS

During the year ended 31 de December 2007, the changes in intangible and tangible fixed assets and investments, as well as in the corresponding accumulated amortisation and depreciation and adjustments were as follows:

Gross Assets Beginning Disposals Ending balance Additions and write-offs Transfers balance Intangible fixed assets: Set up expenses 177 - (177) - - Industrial property and other rights 240 363 551 - 236 241 150 Goodwill 3 947 - - - 3 947 Intangible fixed assets in progress 158 273 - (158) 273 244 645 824 (177) 78 245 370

Tangible fixed assets: Land and natural resources 1 282 359 - - 1 641 Buildings and other constructions 8 813 27 - - 8 840 Machinery and equipment 7 758 395 (671) - 7 482 Transport equipment 3 876 761 (2 056) - 2 581 Tools and utensils 68 2 (23) - 47 Administrative equipment 22 309 1 171 (4 551) (66) 18 863 Tangible fixed assets in progress 2 453 432 - - 2 885 Advances on account of tangible fixed assets 12 - - (12) - 46 571 3 147 (7 301) (78) 42 339

Revertible tangible fixed assets Stretches of motorway 4 538 710 38 355 - 276 002 4 853 067 Operating machinery and equipment 93 150 2 974 (5 389) 137 90 872 Service areas, monuments and sculptures 11 090 - - - 11 090 Revertible tangible fixed assets in progress 206 477 177 726 - (275 999) 108 204 Advances on account of tangible fixed assets 154 224 - (140) 238 4 849 581 219 279 (5 389) - 5 063 471

Gross Assets Beginning Disposals Ending balance Additions and write-offs Transfers balance Investments: Investments in group companies 276 971 28 37 816 (6 030) 308 785 Investments in other companies 10 1 - - 11 Loans to group companies 194 091 140 006 - (13 373) 320 724 471 072 140 035 37 816 (19 403) 629 520 69 . Annual Report 2007

Accumulated amortisation, depreciation and adjustments Beginning Disposals Ending balance Increases and write-offs Transfers balance Intangible fixed assets: Set up expenses 177 - (177) - - Industrial property and other rights 35 077 8 092 - 74 43 243 Goodwill 1 579 789 - - 2 368 36 833 8 881 (177) 74 45 611

Tangible fixed assets: Buildings and other constructions 2 241 172 - - 2 413 Machinery and equipment 4 369 756 (500) - 4 625 Transport equipment 2 227 502 (1 667) - 1 062 Tools and utensils 65 2 (22) - 45 Administrative equipment 17 271 2 467 (4 547) (74) 15 117 26 173 3 899 (6 736) (74) 23 262

Revertible tangible fixed assets Stretches of motorway 1 309 766 139 273 - - 1 449 039 Operating machinery and equipment 31 423 13 605 (5 374) - 39 654 Service areas, monuments and sculptures 2 981 312 - - 3 293 1 344 170 153 190 (5 374) - 1 491 986 09 INDIVIDUAL FINANCIAL STATEMENTS 70

Revertible tangible fixed assets – stretches and sub- stretches of motorway in operation

The cost and corresponding accumulated depreciation of stretches and sub-stretch of motorways in operation at 31 December 2007 are made up as follows:

A3 A4 A5 A6 A10 A12 A13 A14 A1 A2 Porto/ Porto/ Costa do Marateca/ A9 Bucelas/ Setúbal/ Almeirim/ Fig. Foz/ Total Norte Sul Valença Amarante Estoril Caia CREL Carregado/ IC3Montijo Marateca Coimbra 2007

Gross

Studies 16 439 21 395 12 224 4 622 4 568 7 353 5 760 10 773 1 394 6 799 2 489 93 816

Purchase of land 50 132 24 217 72 063 37 507 44 590 12 814 30 651 13 901 13 846 10 764 8 912 319 397

Works 687 703 857 474 436 876 188 623 175 148 286 643 201 990 535 673 67 546 235 451 112 717 3 785 844

Other costs 7 792 1 596 1 603 760 3 114 181 222 28 532 19 9 030 735 53 584

762 066 904 682 522 766 231 512 227 420 306 991 238 623 588 879 82 805 262 044 124 853 4 252 641

Technical area costs 32 030 23 655 20 176 8 281 7 617 11 963 7 740 8 146 2 553 4 919 7 090 134 170

Financial costs (Note 14) 74 853 32 043 27 284 11 537 10 060 16 047 19 249 20 633 4 259 5 896 3 790 225 651

Gross historical cost 868 949 960 380 570 226 251 330 245 097 335 001 265 612 617 658 89 617 272 859 135 733 4 612 462

Revaluation 190 813 34 173 ------15 172 - - 240 158

Expropriations (Note 52 (b)) ------447

Gross revalued cost 1 059 762 994 553 570 226 251 330 245 097 335 001 265 612 617 658 104 789 272 859 135 733 4 853 067

Accumulated depreciation

Historical depreciation 364 048 225 253 192 253 100 656 86 122 104 272 89 802 34 997 29 053 38 106 26 240 1 290 802

Revaluation 124 083 23 825 ------10 329 - - 158 237

Accumulated depreciation 488 131 249 078 192 253 100 656 86 122 104 272 89 802 34 997 39 382 38 106 26 240 1 449 039

Net book value 571 631 745 475 377 973 150 674 158 975 230 729 175 810 582 661 65 407 234 753 109 493 3 404 028

Investment in revertible tangible fixed assets in the year ended 31 December 2007 is made up as follows:

Direct investment: Works 184 180 Purchase of land 4 921 Others 23 036 212 137

Indirect investment (Note 53) 7 142 219 279 71 . Annual Report 2007

Revertible tangible fixed assets in progress

The changes in revertible tangible fixed assets in progress in the year ended 31 December 2007 were as follows:

Beginning Ending balance Additions Transfers balance Motorway stretches: Infrastructure 156 986 96 446 (246 910) 6 522 Technical area costs (Note 53) 419 179 (597) 1 Financial costs (Notes 11 and 53) 4 656 4 150 (8 794) 12 162 061 100 775 (256 301) 6 535

Supplementary projects: Infrastructure 35 117 56 584 (1 548) 90 153 Technical area costs (Note 53) 537 321 (2) 856 Financial costs (Notes 11 and 53) 1 519 2 492 - 4 011 37 173 59 397 (1 550) 95 020 Major repairs 7 167 17 554 (18 152) 6 569

Service areas: Infrastructure 53 - 4 57 Technical area costs (Note 53) 19 - - 19 Financial costs (Notes 11 and 53) 4 - - 4 76 - 4 80 206 477 177 726 (275 999) 108 204 09 INDIVIDUAL FINANCIAL STATEMENTS 72

Investments Loans to group companies

The changes in investments in the year ended 31 The increase in Loans to group companies is made up as December 2007 were as follows: follows:

Investments in group companies Brisa Internacional 100 000 Brisal 39 989 The increase in the caption “Investments in group Via Oeste 17 companies” corresponds to payment of 55% of the 140 006 capital of the company AEDL – Auto-Estradas do Douro Litoral, S.A. (“AEDL”).

Application of the equity method to investments in Group companies at 31 December 2007 had the following impact:

Profit in group Loss in group Adjustments companies companies in equity Provisions (Note 45) (Note 45) participation (Note 40)Dividends (Note 34) Total

Brisa Serviços Viários, SGPS, S.A. ("Brisa Serviços") 491 - (13) - - 478 Brisa Internacional, SGPS, S.A. ("Brisa Internacional") 44 164 - 5 662 - - 49 826 Brisa Finance B.V. ("Brisa B.V.") 21 - - (34) - (13) Via Oeste, SGPS, S.A. ("Via Oeste") - (14 348) - - 14 348 - Brisal - Auto-Estradas do Litoral, S.A. ("Brisal") - (13 131) - - 656 (12 475) 44 676 (27 479) 5 649 (34) 15 004 37 816

In the year ended 31 December 2007 Brisa Internacional The decrease in the caption “Loans to group companies” recorded 5 662 thousand Euros in the caption “Exchange corresponds to a decrease in supplementary capital Reserve” resulting from the translation to Euros of the contributions to Brisal, resulting from the sale of 10% of Brazilian Real financial statements of Brisa Participações e its captital. Empreendimentos, Ltda. (“BPE”) and of the American Dollar financial statements of Brisa United States, LLC (“BUS”), as well as changes in the market value of 11. CAPITALISED FINANCIAL EXPENSES derivative financial instruments classified as instruments In the year ended 31 December 2006 the Company hedging the net investment in these subsidiaries. As a included in the caption “Revertible tangible fixed assets in result of applying the equity method to the investment in progress”, 6 642 thousand Euros (Notes 10, 14, 45 and Brisa Internacional, the Company recorded the same 53) relating to financial expenses incurred on loans to amount in the caption “Adjustments in equity finance the construction of revertible tangible fixed assets investments”. during their construction period.

The decrease of 6 030 thousand Euros in the caption The average annual interest rate used to calculate the “Investments in group companies” corresponds to a financial expenses was 4.23%. capital decrease of 4 248 thousand Euros in Brisa Serviços and sale of 10% of the capital of Brisal in the amount of 1 782 thousand Euros. 73 . Annual Report 2007

12. REVALUATION OF TANGIBLE FIXED 14. REVERTIBLE TANGIBLE FIXED ASSETS ASSETS (LEGISLATION) IN PROGRESS (ADDITIONAL INFORMATION) The revertible tangible fixed assets in operation at 31 December 1998, which correspond to Auto-Estrada do Tangible fixed assets at 31 December 2007, revertible to Norte (A1), Auto-Estrada do Sul (A2) and Setúbal/Montijo the State at the end of the concession, by type of activity, (A12), were revalued under Order 158/90F-DE of 15 are as follows (gross amount): February of the Secretary of State for Finance. The revaluation, which was recorded in 1989, was made as of Construction, maintenance and operation of motorways 5 052 381 31 December 1988 using the currency devaluation Construction, maintenance and operation of service areas 11 090 coefficients published in Ministerial Order 237/89 of 30 5 063 471 March (Note 13).

Financial costs included in revertible tangible fixed assets 13. REVALUATION OF TANGIBLE FIXED (Note 3 c) (ii)) are as follows: ASSETS

The historical cost and revaluation of tangible fixed assets, Beginning balance 223 299 net of depreciation, as of 31 December 2007 is made up Increase during the year (Note 11) 6 642 as follows: Ending balance 229 941

As a result of Brisa’s current tax regime (Note 6), the full amount of depreciation of the revaluation is tax deductible.

Net Net historical Net revalued cost Revaluation book value Revertible tangible fixed assets: Auto-estrada do Norte (A1) 504 901 66 730 571 631 Auto-estrada do Sul (A2) 735 127 10 348 745 475 Auto-estrada Setúbal/Montijo (A12) 60 564 4 843 65 407 1 300 592 81 921 1 382 513 09 INDIVIDUAL FINANCIAL STATEMENTS 74

Of the above amount, 225 651 thousand Euros corresponds to sub stretches in operation (Note 10), 263 thousand Euros corresponds to service stations in operation and 4 027 thousand Euros corresponds to fixed assets in progress (Note 10).

16. GROUP COMPANIES

Group companies and the main information extracted from their financial statements as of 31 December 2007 are as follows:

Effective percentage Shareholders' Total Net result Book Investments in group companies Head office participation equity income for the year value Brisa Internacional Quinta da Torre da Aguilha 100% 399 997 45 979 44 164 299 997 S. Domingos de Rana Brisa BV Amsterdam 100% 2 021 24 320 21 2 021 Holanda Brisal Quinta da Torre da Aguilha 70% 132 799 12 973 (18 759) - S. Domingos de Rana Brisa Serviços Quinta da Torre da Aguilha 100% 23 886 3 033 464 6 740 S. Domingos de Rana Via Oeste Quinta da Torre da Aguilha 100% 93 497 2 375 (14 348) - S. Domingos de Rana AEDL Castelo de Paiva 55% 50 - - 27 308 785

The investments in these companies are recorded in accordance with the equity method. Application of the equity method has been adjusted for gain and loss on intergroup transactions. In addition, shareholders’ equity of the group companies includes the following supplementary capital contributions which are recorded in the balance sheet caption “Loans to group companies”.

Via Oeste 112 910 Brisa Internacional 100 000 Brisal 93 616 Brisa Serviços 14 198 320 724 75 . Annual Report 2007

The main balances with group and related companies at 31 December 2007, in addition to those reflected in the caption “Loans to group companies”, are as follows:

Clients, Suppliers, Group Suppliers Other Accrued current accounts current accounts companies of fixed assets debtors costs Via Verde Portugal - Gestão de Sistemas Eletrónicos de Cobrança, S.A. ("Via Verde Portugal") 414 446 - - - - Brisa Access Electrónica Rodoviária, S.A. ("BAER") 619 3 981 - 1 910 - - Brisa Assistência Rodoviária, S.A. ("BAR") 128 890 - 66 - - Brisa Engenharia e Gestão, S.A. ("BEG") 296 1 582 - 1 590 - 2 809 Mcall - Serviços de Telecomunicações, S.A. ("Mcall") 7 115 - - - - Controlauto - Controlo Técnio Automóvel, S.A. ("Controlauto") 79 - - - - - AEDL - - 750 - - - Northwest Parkway LLC("NWP") - - - - 2 002 - Via Oeste - - 56 099 - - - Brisal 175 - - - - 1 718 7 014 56 849 3 566 2 002 2 809

The main transactions with these entities in the year ended 31 December 2007 were as follows:

Supplies Other operating Extraordinary Services Suplplementary Financial Purchase of and services costs expenses Sales rendered income income fixed assets Via Verde Portugal 12 160 - - - 39 802 4 - BAR 9 437 - - - 141 583 - 678 BAER 4 336 341 - 839 15 848 - 1 577 BEG 2 398 463 1 125 - 113 1 236 - 9 678 Controlauto 1 - - - 19 177 - - Via Oeste ------2 019- Brisal - - - - - 6 145- - Mcall 575 - - - 1 27 - - 28 907 804 1 125 839 328 9 818 2 023 11 933 09 INDIVIDUAL FINANCIAL STATEMENTS 76

21. ADJUSTMENTS TO WORKING CAPITAL

The following changes were recorded in working capital captions in the year ended 31 December 2007:

Adjustments Beginning Ending Captions balance Increases Utilisation Decreases balance Accounts receivables: Clients current account 13 294 1 780 (120) (20) 14 934 Other receivables 230 94 (230) - 94 13 524 1 874 (350) (20) 15 028

The column “Utilisation” corresponds to receivable 31. COMMITMENTS balances considered to be uncollectible (direct utilisation). Retirement plan

23. DOUBTFUL ACCOUNTS RECEIVABLE Brisa has a supplementary retirement, incapacity and survivor pension plan, under which employees reaching At 31 December 2007 the Company had doubtful retirement age with at least ten years of service to the accounts receivable from clients and other debtors Company, as well as those that have at least five years of totalling 15 028 thousand Euros, for which the Company service to the Company and become incapacitated have recorded adjustments in full (Note 21). the right to a retirement pension supplementary to that guaranteed by the Social Security. 25. RECEIVABLES FROM AND PAYABLES The benefit defined in the pension plan corresponds to TO EMPLOYEES 7% of the gross remuneration at the date of retirement, At 31 December 2007 the Company had the following plus 0.5% for each year of service after the tenth year. receivables from and payables to employees: Also, in accordance with the pension plan in force, the retirement pension supplement cannot exceed 17% of

Receivables (Note 49) 587 the gross remuneration at the date of retirement and the Payables (Note 52) 21 sum of the pension supplement plus that attributed by the Social Security can also not exceed such gross remuneration.

29. PAYABLES IN OVER FIVE YEARS In the case of death of the beneficiary, the plan also gives, in certain conditions, the surviving spouse, children or At 31 December 2007 payables in over five years equivalent, the right to a supplementary survivor pension, amounted to 1 528 561 thousand Euros (Note 51). corresponding to 50% of the supplementary retirement pension that the beneficiary was receiving.

The liability resulting from the above mentioned scheme was transferred to an autonomous pension fund. The liability is determined half yearly based on actuarial studies prepared by independent experts, the last available being as of 31 December 2007. 77 . Annual Report 2007

The actuarial studies as of 31 December 2007 and 2006 The managers and directors have the benefit of a defined were prepared using the Projected Unit Credit method contribution supplementary retirement pension, the and the following assumptions and technical bases: Company having assumed the commitment to pay an insurance company 10% of the respective basic annual Actuarial technical rate 4.85% remuneration. The premiums for the year ended 31 Annual Fund income rate 4.85% December 2007, reflected under personnel costs, Annual salary growth rate 3.0% amounted to 414 thousand Euros. Annual pension growth rate 0% Incentive Plan

In addition, the demographic assumptions used as of 31 The Shareholders’ General Meeting held on 10 March December 2006 and 2005 were as follows: 2006 authorised the Board of Directors to create a new management incentive plan through the approval of 2007 2006 regulations for the acquisition of shares. Consequently, Mortality tables TV 88/0 TV 73/77 the conditions of the new General Incentives Plan and Incapacity tables EKV80 EKV80 Regulations for the Acquisition of Shares (Plano Geral de Incentivos e Regulamento de Aquisição de Acções - “PGIRAA”) were defined, under which the beneficiaries In accordance with these actuarial studies the cost of the can acquire Brisa shares at market price, funded by bank retirement pension supplements for the years ended 31 loans. In the year ended 31 December 2007 the plan was December 2007 and 2006 is as follows: extended to new employees.

2007 2006 As a result of exercising all the rights to acquire Brisa Current service costs 161 148 shares, in the year ended 31 December 2006 the Financial cost for the year 167 168 beneficiaries of the plan acquired 5 105 000 shares at a Actuarial gains and losses 700 (160) cost of 40 789 thousand Euros, corresponding to a Income of the fund (74) (227) market value of 7.99 Euros per share. In addition, as a 954 (71) result of extending the plan, in the year ended 31 December 2007 the beneficiaries acquired 106 250 shares at a cost of 1 063 thousand Euros corresponding to a The above mentioned liability for the payment of the market price of 10 Euros per share (Note 40). social benefits was transferred to an autonomous pension fund to which the Company makes regular contributions In accordance with the Plan such shares cannot be traded to cover the liability. The difference between the present while the right to sell and use them has not been value of the liability and the market value of the fund’s confirmed, based on an assessment of performance, assets at 31 December 2007 and 2006 is as follows: which will occur on the following dates:

2007 2006 • Directors Present value of the projected liability 3 961 3 078 - Totally in April 2008 Market value of the fund (6 859) (6 930) (2 898) (3 852) Employees - 20% in April 2009 - 30% in April 2010 At 31 December 2007 the market value of the fund’s - 50% in April 2011 assets exceeded by 2 898 thousand Euros the present value of the liability. 09 INDIVIDUAL FINANCIAL STATEMENTS 78

Under the Plan a guarantee mechanism is established for December 2007 personnel costs and the corresponding the participants, which corresponds to a commitment by capital increase amounted to 1 030 thousand Euros the Company to repurchase the shares in the event that (Note 40). the right to sell the shares is not confirmed or if the shares decrease in value. 32. GUARANTEES

In accordance with IAS 32 and IFRS 2, in addition to At 31 December de 2007 the Company had the following recording the sale of the above treasury shares, the bank guarantees given to third parties: transactions related to the incentive plan have the following impact on the financial statements as of 31 BRISAL (a) 56 694 December 2007: EP – Estradas de Portugal (Base XX of the Concession Contract) 48 365 - Recognition of a liability of 41 851 thousand Euros by Bank guarantees in favour of the courts (b) 4 917 corresponding entry to reserves, corresponding to the Other bank guarantees given to third parties 11 345 present value of the liability to repurchase the shares 121 321 under the above mentioned conditions. At 31 December 2007 the liability amounted to 43 342 thousand Euros as a result of financially updating it (Note 50). (a) This amount corresponds to bank guarantees given by Brisa to Brisal, to guarantee compliance with the - Recognition of a benefit which, in accordance with IFRS Capital Subscription and Realisation Agreement of 2, is understood as being granted to the employees and Brisal. directors resulting from the increase in value of the shares to be granted in the future. Recognition of this (b) This amount corresponds to bank guarantees given by benefit, due to characterisation of the plan as “a benefit Brisa and Brisal to several courts under real estate granted based on shares and settled with equity expropriation processes. instruments” under the provisions of IFRS 2, has resulted in the recording of a personnel cost and an increase in equity. This recognition is repeated over the period to 34. CHANGES IN PROVISIONS confirmation of the right for the beneficiaries to sell the shares, based on measuring the fair value of the benefit The changes in the provision account balances during the at the inception of the plan. In the year ended 31 year ended 31 December 2007 were as follows:

Beginning Ending Accounts balance Increases balance Provision for risks and costs: Litigation in process 4 097 99 4 196 Investments (Note 10) 5 066 15 004 20 070 9 163 15 103 24 266 79 . Annual Report 2007

The provision for litigation in process is to cover share capital consisted of 600 000 000 shares with a liabilities estimated by the Board of Directors, based on nominal value of one Euro each. information from its lawyers, resulting from actions brought against the Company relating to motor accidents, losses caused by the construction of 37. LEGAL ENTITIES HOLDING MORE motorways and labour claims. The claims against the THAN 20% OF THE SHARE CAPITAL Company totalled approximately 25 800 thousand At 31 December 2007 José de Mello Investments, SGPS, Euros at 31 December 2007 and the provision SA held, directly and indirectly through its subsidiaries, corresponds to the Board of Directors’ best estimate of 29.91% of the shares in the company. the amount of such liabilities.

The provision for investments results from the Company’s 40. CHANGES IN SHAREHOLDERS’ participation the negative equity, excluding supplementary EQUITY capital contributions, of Via Oeste and Brisal. The changes in shareholders’ equity in the year ended 31 December 2007 were as follows: 36. CAPITAL

At 31 December 2007 Brisa’s fully subscribed and paid up

Beginning Appropriation Ending Accounts balance Increase of profit Decreases balance Capital (Note 36) 600 000 - - - 600 000 Treasury shares: Nominal value (11 421) 161 - (2 182) (13 442) Discounts and premiums (78 548) 1 117 - (18 047) (95 478) Adjustments in equity investments in group companies (Note 10) (26 565) 5 649 - - (20 916) Legal reserve 74 266 - 8 773 - 83 039 Other reserves 276 521 1 351 1 889 (807) 278 954 Retained earnings 414 255 - - - 414 255 Net profit for the year 175 464 252 951 (175 464) - 252 951 1 423 972 261 229 (164 802) (21 036) 1 499 363 09 INDIVIDUAL FINANCIAL STATEMENTS 80

Treasury shares Appropriation of profit

Commercial legislation regarding treasury shares requires In accordance with a decision of the Shareholders’ companies to maintain a free reserve equal in amount to General Meeting held on 28 March 2007, net profit for the cost of their treasury shares. The reserve is not the year ended 31 December 2006 was appropriated as available for distribution while the shares are held, a follows: reserve of 108 920 thousand Euros being maintained for that purpose. In addition, the applicable accounting rules Dividends 164 802 provide that gains and losses on the sale of treasury shares Legal reserve 8 773 must be recorded in reserves. Free reserves 1 889 175 464 The following changes took place in treasury shares in the year ended 31 December 2007:

43. REMUNERATION OF THE MEMBERS Number Thousands of shares of Euros OF THE STATUTORY BOARDS Beginning balance 11 420 886 89 969 The remuneration attributed to the members of the Acquisirions 2 182 336 20 229 statutory boards of the Company in the year ended 31 Disposals (55 000) (436) December 2007 was as follows: Sold under the management incentive plan (Note 31) (106 250) (842) Board of Directors 3 353 Ending balance 13 441 972 108 920 Fiscal Board 117 3 470

Legal reserve

Commercial legislation establishes that at least 5% of 44. SERVICES RENDERED BY NATURE OF annual net profit must be appropriated to a legal reserve ACTIVITY until the reserve equals at least 20% of share capital. This reserve is not available for distribution except upon Services rendered in the years ended 31 December 2007 liquidation of the company, but can be used to absorb and 2006 are made up as follows: losses once the other reserves have been exhausted, or to increase capital. 2007 2006 Tolls 541 744 510 188 Other reserves Service areas (a) 11 025 10 763 Client assistance 54 71 The increases and decreases in the year ended 31 552 823 521 022 December 2007 correspond to:

(a) This caption includes lease instalments of 2 467 Euros (Note 50 (i)) for the year ended 31 December 2007, relating to amounts paid by sub-concession holders of Gain on the sale of treasury shares 321 service areas in previous areas. Commitments to repurchase treasury shares (734) Benefits granted to personnel under the incentives plan (Note 31) 1 030 Segment information is not provided due to the fact that Hedging derivative financial instruments (73) there are no business or geographic segments that could (544) be identified for segment reporting purposes in accordance with Accounting Directive 27 - “Segment Reporting”. 81 . Annual Report 2007

45. NET FINANCIAL ITEMS 46. NET EXTRAORDINARY ITEMS

Net financial items for the years ended 31 December Net extraordinary items for the years ended 31 December 2007 and 2006 are made up as follows: 2007 and 2006 are made up as follows:

2007 2006 2007 2006 Expenses: Expenses: Interest expense (a) 100 551 90 558 Donations 142 39 Loss on group companies (Note 10) 27 479 962 Loss on investments - 15 370 Exchange loss 296 97 Loss on fixed assets 102 1 259 Other financial expenses (b) 7 962 9 135 Penalties 108 60 136 288 100 752 Corrections relating to prior years 1 435 5 Net financial items (73 717) (41 396) Other extraordinary expenses 490 95 62 571 59 356 2 277 16 828 Net extraordinary items 27 262 13 130 Income: 29 539 29 958 Interest income 4 691 7 266 Gain on group companies (Note 10) 44 676 44 744 Income: Exchange gain 281 372 Gain on fixed assets 468 355 Other financial income (b) 12 923 6 974 Decrease in provisions - 2 128 62 571 59 356 Corrections relating to prior years 167 22 Other extraordinary income (a) 28 904 27 453 29 539 29 958 (a) The account “Interest expense” relates essentially to interest on loans obtained, of which interest of 6 642 thousand of Euros was allocated to sub (a) The caption “Other extraordinary income” at 31 stretches and service areas in progress (Notes 11, 14 December 2007 includes 28 334 thousand Euros and 53). relating to investment subsidies (Note 50 (g)) (26 281 thousand Euros in the year ended 31 December 2006). (b) The captions “Other financial expenses” and “Other financial income” correspond essentially to charges on loans and loss and gain on derivative financial instruments. 09 INDIVIDUAL FINANCIAL STATEMENTS 82

48. STATE AND OTHER PUBLIC ENTITIES 49. OTHER DEBTORS

The balances with these entities at 31 December 2007 are This caption at 31 December 2007 is made up as follows: made up as follows: Financial co-participation receivable (a) 100 587 Debit balances: Co-participation in tolls (b) 4 746 Corporate income tax: Personnel (Note 25) 587 Payment on account 17 792 Others 6 646 Income tax withheld at source 1 597 112 566 Estimated income tax (Note 6) (b) (17 860) 1 529 (a) This balance corresponds to financial co-participation Credit balances: receivable from the State as a result of investments Value Added Tax 14 915 made under Brisa’s concession contract (Introductory Corporate Income Tax payable 6 036 Note). The amounts considered by the Company as Personal Income Tax: subject to co-participation by the State, relating to Income tax withheld 491 investments made after 31 December 2006, have not Social Security contributions 863 yet been confirmed by the Inspectorate General of Penalties 832 Finance, the competent entity for that purpose. 23 137 However, the Board of Directors believes that this confirmation will not result in significant corrections in relation to the financial statements as of 31 December (a) As explained in Note 6, the Company deducted from 2007. income tax on the conceded operations, 155 496 thousand Euros corresponding to utilisation of tax (b) This balance receivable from the State includes (i) 4 benefits. Consequently, income tax for the year ended 036 thousand Euros relating to tolls due based on the 31 December 2007 corresponds to autonomous amount of traffic on the connection of the Braga Sul taxation of certain expenses and calculation of Junction to the Braga Sul Ring Road under the terms Municipal Surcharge, in accordance with current of item 10-A, Base XI of the concession contract, in legislation. accordance with Decree-Law 287/99 of 28 July and (ii) 710 thousand Euros relating to the amount receivable from the State for discounts granted on heavy vehicle traffic in accordance with Decree-Law 130/00 of 13 January. 83 . Annual Report 2007

50. ACRRUALS AND DEFERRALS (c) This caption includes costs and premium on the issuance of securitisation of future receivables, which These captions at 31 December 2007 are made up as are being deferred over the respective maturity period. follows: (d) This caption includes the liability relating to the Accrued income: commitment to repurchase treasury shares under the Accrued interest 91 incentive plan (Notes 31 and 40). Others 76 167 (e) This caption corresponds to the market value of the derivative financial instruments (Notes 3 n) and 54). Deferred costs: Costs of the concession contract (a) 67 740 (f) This caption corresponds to accrued vacation pay, Bonds (b) 3 837 vacation subsidy and performance bonus payable to Securitisation of future receivables (c) 3 505 the employees. Projects in progress 2 813 Insurance 1 237 (g) In the year ended 31 December 2007 the Company Others 523 recognised as income, financial co-participation in 79 655 investment in fixed assets (Note 3 j) (i)) in the amount of 28 334 thousand Euros (Note 46). Accrued costs: Incentive Plan (Note 31) (d) 43 342 (h) This caption includes the amount of 73 670 thousand Derivative financial instruments (Note 54) (e) 51 310 Euros relating to compensation received from the State Accrued financial costs: for not collecting tolls on some sub-stretches in the Bonds (Note 51) (b) 8 106 metropolitan area of Porto (Note 3 j) (ii)), less the Loans 13 360 amount of 29 469 thousand Euros transferred to Accrued payroll costs (f) 10 566 income, the amount of 2 456 thousand Euros, relating Securitisation of future receivables 949 to the year ended 31 December 2007, having been Others 5 633 reflected in the caption “Other operating income”. 133 266

(i) This caption includes the amounts paid by sub- Deferred income: concessionaires of service areas on account of lease for Financial co-participation (g) 729 980 future periods, the Company having recognised 2 469 Compensation for the abolition of tolls (h) 44 202 thousand Euros as income for the year ended 31 Prepaid income on service areas (i) 21 313 December 2006 (Note 44). Others 1 444 796 939

(a) As explained in Note 3 i), when the concession contract was renegotiated, the Company assumed the commitment to pay the State 119 356 thousand Euros, which is being recognised in the statement of profit and loss over the period of the concession. Up to 31 December 2007 the Company has recognised 51 616 thousand Euros as cost, of which 2 709 thousand Euros was recognised in the year then ended.

(b) This caption includes charges and premium on the issuance of bonds, which are deferred over the period of the bonds. 09 INDIVIDUAL FINANCIAL STATEMENTS 84

51. LOANS

Loans at 31 December 2007 are made up as follows:

Short term: Loans – European Investment Bank (a) 100 888 Bonds (b) 24 950 Short term lines (d) 374 Securitisation of future receivables (e) 80 000 206 212

Medium and long term: Loans – European Investment Bank (a) 783 395 Bonds (b) 600 000 Commercial paper (c) 500 000 Securitisation of future receivables (e) 320 000 2 203 395 2 409 607

(a) Loans – European Investment Bank:

Date of Interest Description loan Amount rate Repayment conditions EIB European Investment Bank BRISA III - B - EUR 1990 802 2,47% (*) Fourteen annual payments starting in July 1995 BRISA IV - A - CHF 1990 1 354 6.95% Sixteen annual payments starting in October 1995 BRISA IV - A - EUR 1990 2 460 9.50% Sixteen annual payments starting in October 1995 BRISA IV - B - CHF 1991 3 993 7.14% Sixteen annual payments starting in March 1996 BRISA IV - B - EUR 1991 10 720 9.42% Sixteen annual payments starting in March 1996 BRISA VII - EUR 1993 14 251 4,43% (*) Fourteen annual payments starting in September 1998 BRISA VII - EUR 1994 24 940 3,32% (*) Fourteen annual payments starting in September 1998 BRISA VIII - EUR 1994 19 952 VAR (**) Ten annual payments starting in June 2000 BRISA VIII - EUR 1994 6 484 3,22% (*) Ten annual payments starting in June 2000 BRISA IX - A - EUR 1995 37 673 VAR (**) Twelve annual payments starting in December 2002 BRISA IX - B - EUR 1996 20 446 VAR (**) Twelve annual payments starting in December 2003 BRISA IX - B - EUR 1996 8 729 4,13% (*) Twelve annual payments starting in December 2003 BRISA IX - C - EUR 1997 33 253 VAR (**) Twelve annual payments starting in September 2004 BRISA IX - C -EUR 1997 8 313 3,70% (*) Twelve annual payments starting in September 2004 BRISA X - A - EUR 1996 43 755 VAR (**) Twelve annual payments starting in December 2003 BRISA X - B - EUR 1997 59 856 3,98% (*) Twelve annual payments starting in December 2004 BRISA X I- A - EUR 1998 41 151 VAR (**) Twelve annual payments starting in June 2005 BRISA XI - B - EUR 1998 41 151 3,91% (*) Twelve annual payments starting in September 2005 BRISA XII - A - EUR 2001 41 250 3,53% (*) Twelve annual payments starting in December 2007 BRISA XII - B - EUR 2001 13 750 3,29% (*) Twelve annual payments starting in December 2007 BRISA XIII - A - EUR 2003 350 000 VAR (**) Twelve annual payments starting in June 2008 BRISA XIII - B - EUR 2007 100 000 VAR (**) Twelve annual payments starting in May 2012 884 283

(*) : revisable rate: at the beginning of each interest period a fixed rate is agreed for periods of between three and six years. (**) : variable rate: quarterly the EIB defines the rate for the following quarter. 85 . Annual Report 2007

On 17 February 2006 a contract was signed with the (*) Portuguese Total National Consumer Price Index European Investment Bank for a new loan of 200 000 including housing, published by Instituto Nacional de thousand Euros (Brisa XIV) to finance the works to widen Estatística (INE). the A1, A2, A3, A4 and A5 motorways. This is a 16 year loan, which can be drawn up to February 2009. To date The Brisa 1998 bonds bore interest at the rate of 3.445% no amounts have yet been drawn on this loan. up to 31 December 2007. Considering the accumulated redemption premium, the total rate of the issue for the The following guarantees have been given by third parties last twelve months was 6.032%. The amount redeemable for the loans from the EIB: (nominal value plus premium) was 33 056 thousand Euros at 31 December 2007, of which 8 106 thousand Euros is Guarantees by the State in favour of the EIB: 273 769 reflected in the caption “Accrued financial costs” (Note Bank guarantees in favour of the EIB: 181 337 50).

At the end of 2006 (with maturity on 5 December) Brisa Non convertible bonds: issued bonds totalling 600 000 thousand Euros. The bonds mature in 10 years, bear interest at a fixed rate of

2006 bonds 600 000 4.5% and were issued at a price of 99.637%, which 1998 bonds 24 950 corresponds to a Euro mid swap 10 year interest rate of 624 950 3.926% plus a spread of 0.62%.

This was the first issue by a private Portuguese company The principal characteristics of the 1998 bonds are as under new legislation relating to securities representing follows: liabilities, introduced by the Portuguese State on 7 November 2005 through Decree-Law 193/2005 with the Bonds: Brisa 98 Inflation objective of making it easier for Portuguese companies to obtain funding from non resident investors. The bonds are Interest rate: Lit / Lio * 2.6% Interest payment: 29 May each year subject to Portuguese legislation and are listed on the Luxemburg Stock Exchange. Redemption conditions: Three equal instalments of their nominal value, on 29 May 2006, 2007 and 2008. (c At 31 December 2007 Brisa had six commercial paper issues contracted, totalling a maximum of 1 125 000 thousand Euros, of which 500 000 thousand Lit – Price index for the penultimate month preceding the Euros had been placed at that date. redemption date of the coupon.

Lio – Price index for the penultimate month preceding the subscription date. The issues placed are classified as medium and long term, as there is a commitment to renew them successively during the period of the program, which These bonds, which were issued in May 1998, are ends on 26 September 2013. dematerialised and are listed on the Lisbon Euronext Stock Exchange. (d) At 31 December 2007 Brisa had stable short term credit lines up to the amount of 528 315 thousand These bonds have a nominal value of 4.99 Euros each, Euros contracted with the banking system, of which they mature in ten years and bear interest at a fixed 374 thousand Euros had been drawn as of that date. annual rate of 2.6%, debt service (principal and interest) being adjusted by changes in the price index (*) between (i) the penultimate month preceding the maturity date of each instalment of interest and principal (Lit) and, (ii) and March 1998 (Lio). Interest is payable annually in arrears and the principal is redeemable in three equal instalments of their nominal value on the due dates of the last three coupons. 09 INDIVIDUAL FINANCIAL STATEMENTS 86

(e) Securitisation of future receivables: 52. OTHER CREDITORS

On 17 December 2007 Brisa Auto-Estradas de Portugal This caption at 31 December 2007 is made up as follows: carried out a future credit securitisation operation totalling 400 000 thousand Euros under the regime Guarantees (a) 1 199 established by Decree-Law 453/99 of 5 November, after Expropriations (Note 10) (b) 447 which it ceded its portfolio of credits relating to tolls to Personnel (Note 25) 21 be charged on the concessionaire’s motorways. Others 1 206 2 873 Deutsche Bank functioned as the arranger/dealer of the operation, the credits having been acquired by TAGUS – Sociedade de Titularização de Créditos, S.A. (a) This caption corresponds to executed bank guarantees (“TAGUS”), which for the purpose issued securitised of suppliers, not yet utilised. securities called €400,000,000 Asset Backed Floating Rate Securitisation Notes due 2012”. The securities (b) This amount corresponds to appropriations under were admitted to the official list and to trading on the litigation which at 31 December 2007 were in an regulated market of the Irish Stock Exchange (ISE). appeal phase and corresponds to the difference between the amounts deposited by the Company in The future toll income for the years 2008 to 2012, favour of the courts (amounts defined by arbitration) needed to enable TAGUS to make the quarterly interest and the decisions issued by the courts. This difference and annual principal payments due to the security was recorded in the caption revertible tangible fixed holders and payment to the other security issuance assets in operation (Note 10). creditors, will be attached by Brisa to this operation. There are also other expropriations under litigation, for Brisas’ loans at 31 December 2007 were in the which no decisions have yet been issued by the courts, the following currencies: initial amounts deposited in favour of the courts amounting to 11 318 thousand Euros at 31 December 2007. These amounts are reflected in the caption Amounts in Amounts in “Revertible tangible fixed assets” which is part of the thousands of currency thousands of Euros caption “Purchase of land”. Euros - 2 404 260 Swiss Francs (CHF) 8 570 5 347 2 409 607 The Board of Directors believes that no significant additional liability should be recorded in the financial statements as of 31 December 2007 as a result of the Loans classified as medium and long term at 31 December definitive outcome of this litigation. 2007 are repayable as follows (amounts in thousands of Euros): 53. OWN WORK FOR THE COMPANY

Up to 2 years 180 486 Own work for the Company in the years ended 31 Up to 3 years 167 683 December 2007 and 2006 is made up as follows: Up to 4 years 166 645 Up to 5 years 161 020 2007 2006 More than 5 years (Note 29) 1 528 561 Technical area costs (Notes 3 c) (ii) and 10) 500 465 2 203 395 Financial costs (Notes 3 c) (ii), 10, 11 and 45) 6 642 11 581 7 142 12 046 87 . Annual Report 2007

54. DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives not qualified as hedging (trading)

At 31 December 2007 and 2006 Brisa had contracted the following swaps to manage the interest rate risk on its financial liabilities, under which it receives a fixed rate and pays a variable rate and European inflation:

Undrlying Fair value Type of operation Maturity amount 2007 2006 Fixed rate swap/Var. rate 26/09/2008 45 000 (8 474) (6 023) Fixed rate swap/Var. rate 28/09/2009 45 000 (8 487) (5 946) Fixed rate swap/Var. rate 26/09/2008 30 000 (5 636) (3 994) Fixed rate swap/Var. rate 28/09/2009 30 000 (5 594) (3 956) Fixed rate swap/Inflation 26/09/2008 25 000 (4 017) (2 569) Fixed rate swap/Inflation 28/09/2009 25 000 (4 485) (2 562) Fixed rate swap/Inflation 26/09/2008 20 000 (3 178) (2 032) Fixed rate swap/Inflation 28/09/2009 20 000 (3 601) (2 064) Fixed rate swap/Inflation 15/12/2008 15 000 (1 999) (1 335) Fixed rate swap/Inflation 15/12/2008 15 000 (1 834) (1 248) Fixed rate swap/Inflation 15/12/2009 15 000 (2 009) (1 247) Fixed rate swap/Inflation 15/12/2009 15 000 (1 996) (1 324) (51 310) (34 300)

The changes in fair value of these instruments (trading) (c) The amount of the caption “Administrative costs” are recognised directly in the statement of profit and loss includes, in addition to costs reflected in the captions for the period in which they arise. “Supplies and services” and “Personnel costs” in the SPLN, as a deduction from these captions, the amount of 500 thousand Euros (Notes 3 and 35) relating to 55. STATEMENT OF PROFIT AND LOSS BY overhead costs recorded in the caption “Own work for FUNCTIONS the company” in the SPLN. The statement of profit and loss by functions was prepared in accordance with the requirements of (d) The caption “Net financial items” in the SPLF differs Portuguese Accounting Directive 20, the more significant from net financial items in the SPLN as the capitalised aspects being as follows: financial costs of 6 642 thousand Euros (Notes 3 and 53), reflected in the caption “Own work for the (a) The amount of the caption “Sales and services company” in the SPLN, are deducted from financial rendered” in the Statement of Profit and Loss by costs in the SPLF. Functions (SPLF) corresponds to with the captions “Sales of merchandise” and “Services rendered” in the Statement of Profit and Loss by Nature (SPLN).

(b) Certain types of cost, namely electricity, water, leases, insurance, maintenance and repairs, hygiene and comfort, security, fuel, personnel and amortisation and depreciation were grouped and distributed to several areas of activity in accordance with criteria defined by the Company. 09 INDIVIDUAL FINANCIAL STATEMENTS 88

56. STATEMENT OF CASH FLOWS NOTE ADDED FOR TRANSLATION

The caption “Cash and cash equivalents” at 31 December These financial statements are a translation of financial of 2007 and 2006 is made up as follows: statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails. 2007 2006 Cash 352 348 S. Domingos de Rana, 26 February 2008 Bank deposits repayable on demand 64 065 127 443 Bank overdrafts (Note 51) (374) (3 172) The Accountant, Registered under nº 1351 Cash and cash equivalents 64 043 124 619 Abel Silva

THE BOARD OF DIRECTORS The amounts received relating to investments are made Vasco Maria Guimarães José de Mello up as follows: João Pedro Stilwell Rocha e Melo Daniel Pacheco Amaral João Pedro Ribeiro de Azevedo Coutinho

Sale of the investment in Brisal 15 156 João Afonso Ramalho Sopas Pereira Bento Capital decrease in the investment in Brisa Serviços 4 248 António José Fernandes de Sousa 19 404 António do Pranto Nogueira Leite Isidre Fainé Casás Martin Wolfgang Johannes Rey The amounts paid relating to investments correspond to Luís Manuel de Carvalho Telles de Abreu supplementary capital contributions paid regarding: António Ressano Garcia Lamas João Vieira de Almeida Pedro Jorge Bordalo Silva Payment of supplementary capital contributions to Brisa Internacional 100 000 Payment of supplementary capital contributions to Via Oeste 54 097 Payment of supplementary capital contributions to Brisal 39 989 Investment in AEDL 27 Investment in Farncombe Ltd. 1 194 114 89 . Annual Report 2007

Report and opinion of the Supervisory Board on the presenting of Individual Financial Statements

1. In compliance with the applicable legal and statutory 7. The Supervisory Board acknowledged the Annual provisions, the Supervisory Board issues the present Report prepared by the Independent Auditors. Report and Opinion on the Management Report and 8. The Supervisory Board paid particular attention to an other documents presenting the individual financial operation, carried out by Brisa, of securitization of statements of Brisa - Auto-Estradas de Portugal, SA, future credit under the terms of Decree-Law number presented by the Board of Directors, relative to the 453/99, of 5th November, in the value of 400 million financial year of 2007. euros. Following this operation, it conceded credit 2. The Supervisory Board has, throughout the financial corresponding to the toll fares to be collected on year under analysis, supervised the management of motorways to which it is the concessionaire. These the company and evolution of its businesses, having future toll revenues will be attributed to this held regular meetings which, as a rule, have included operation throughout the financial years 2008 to the presence of the Director of financial affairs, and 2012. With the resulting financial inflow, Brisa also participated in the meeting of the Board of refinanced its short term debt and is now is a very Directors which approved the Management Report comfortable liquidity position. On the other hand, and had access to the minutes of the meetings of this this operation resulted in an increase of taxable profit governing body, as well as to all the documentation in the same amount as the inflow received and, considered necessary. consequently, an increase in assets due to deferred taxes of 106 million euros, allowing for the use of all 3. The Supervisory Board verified compliance with the of the tax benefit generated during previous financial Concession Contract, in particular with respect to the years under the terms of Decree-Law number Bases of financial nature, having in 2007 issued the 287/99, of 28th July, of which 89.1 million euros had opinions established in Base XI on movements not been recognised. registered in the current account with the State, relative to the financial contributions of the State in 9. The Supervisory Board would like to show its the motorway construction cost. appreciation for the collaboration received from the Board of Directors and Services. 4. The Supervisory Board considers that the Report of the Board of Directors and individual financial statements referring to the financial year ended 31st OPINION December 2007 (Balance Sheet, Financial Statements by natures and functions, Statement of cash flows As a consequence of the above, the Supervisory Board and Annex to the financial statements), are is of the opinion that the conditions are met for the appropriate to understanding the company’s net General Assembly of Brisa - Auto-Estradas de Portugal, worth at the end of the financial year and to SA, to approve: understanding how the profits and losses were made and how the business developed. The Report of the Board of Directors and individual 5. In accordance with the legislation in force, the Financial Statements of the financial year 2007; Official Auditor is no longer part of the Supervisory Board. Throughout the year, during the meetings it held and during various other occasions, the The proposal for application of profits formulated by Supervisory Board maintained a useful line of the Board of Directors in its report. collaboration with the Official Auditor. São Domingos de Rana, 27th February 2008 6. The Supervisory Board assessed the Legal Certification of the Financial Statements, issued under the terms of the legislation in force by the THE SUPERVISORY BOARD Official Auditor, which merited its agreement and Pedro Infante de la Cerda Ribeiro da Cunha (President) formal recognition of the respective annual report of Tirso Olazábal Cavero (Member) the Official Auditor on the inspection carried out. Francisco Xavier Alves (Member) 09 INDIVIDUAL FINANCIAL STATEMENTS 90

Legal Certification of Financial Statements

INTRODUCTION - verification, based on sampling, of the evidence on the quantities and disclosures contained in the 1. We have examined the individual financial financial statements and of the evaluation of the statements of BRISA - Auto-Estradas de Portugal, estimates, based on judgements and criteria defined st S.A., which include the Balance Sheet as at 31 by the Board of Directors, used in their preparation; December 2007 (showing a total of 4,943,418 thousand euros and a total equity of 1,499,363 - assessment on whether the accounting policies thousand euros, including a profit of 252,951 adopted and their disclosure are appropriate, under thousand euros), the Financial Statements by natures the circumstances; and functions, Statements of cash flows of the financial year ended on that date and Annex to the - verification of the applicability of the principle of financial statements. continuity; and

RESPONSIBILITIES - assessment on whether the presentation of the financial statements is appropriate, in overall terms. 2. It is the responsibility of the Board of Directors to prepare the financial statements so as to present the 5. Our examination also covered verification of the true and appropriate financial position of the concordance of the financial information contained Company, the result of its operations and cash flows, in the management report with the individual as well as the adoption of appropriate accounting financial statements. policies and criteria, and the maintenance of an appropriate internal control system. 6. We consider that the examination carried out provides a reasonable basis for expressing our 3. It is our responsibility to express a professional and opinion. independent opinion, based on our examination of these financial statements. OPINION

SCOPE 7. In our opinion, the abovementioned individual financial statements present, in a true and 4. The examination which we made was carried out in appropriate manner, in all materially relevant aspects, accordance with the Technical Standards and the financial position of BRISA - Auto-Estradas de Review/Audit Directives of the Order of Official Portugal S.A. as at 31st December 2007, the result of Auditors, which require that it is planned and carried its operations and cash flows during the financial out with the objective of obtaining a reasonable year ended on that date, in conformity with the degree of security on whether the financial accounting principles generally accepted in Portugal. statements are free of materially relevant distortions. This examination therefore includes: 91 . Annual Report 2007

EMPHASIS

8. Notwithstanding the opinion expressed in the previous paragraph, we would like to draw your attention to the following: As mentioned in notes 6 and 51(e) of the Annex to the financial statements, BRISA, within the context of debt restructuring, carried out in December 2007 an operation of securitization of future credit under the terms of DL 453/99, of 5th November, in the value of 400 million euros. This operation resulted in an increase in taxable profit of the same amount and the increase in assets due to deferred taxes of 106 million euros and, as a consequence, allowed for the use of all of the tax benefit generated during previous financial years under the terms of DL 287/99, of 28th July, of which 89,112 thousand had not been recognised.

Lisbon, 26th February 2008

ALVES DA CUNHA, A. DIAS & ASSOCIADOS Company of Official Auditors represented by José Duarte Assunção Dias 09 INDIVIDUAL FINANCIAL STATEMENTS 92

Auditors Report Individual Accounts

INTRODUCTION SCOPE

1. Pursuant to the dispositions of article 245 of 4. Our examination was performed in accordance with Portuguese Securities Market Code, we hereby the Auditing Standards (“Normas Técnicas e as present our Auditors’ Report on the financial Directrizes de Revisão/Auditoria”) issued by the information contained in the management report Portuguese Institute of Statutory Auditors (“Ordem and the financial statements for the year ended 31 dos Revisores Oficiais de Contas”), which require that December 2007 of Brisa – Auto-Estradas de Portugal, the examination be planned and performed with the S.A. (“the Company”), which comprise the balance objective of obtaining reasonable assurance about sheet as of 31 December 2007 that presents a total whether the financial statements are free of material of 4,943,418 thousand Euros and shareholders’ misstatement. The examination includes verifying, on equity of 1,499,363 thousand Euros, including a net a sample basis, evidence supporting the amounts profit of 252,951 thousand Euros, the statements of and disclosures in the financial statements and profit and loss by nature and by functions, the assessing the significant estimates, based on statement of cash flows for the year then ended and judgments and criteria defined by the Board of the corresponding notes. Directors, used in their preparation. The examination also includes assessing the adequacy of the RESPONSIBILITIES accounting policies used and their disclosure, taking into consideration the circumstances, verifying the 2. The Company’s Board of Directors is responsible for: applicability of the going concern concept, assessing (i) the preparation of financial statements that the adequacy of the overall presentation of the present a true and fair view of the financial position financial statements and assessing if, in all material of the Company, the result of its operations and its respects, the information is complete, true, timely, cash flows; (ii) the preparation of historical financial clear, objective and licit. Our examination also information in accordance with generally accepted includes verifying that the information included in accounting principles and that is complete, true, the management report is consistent with the timely, clear, objective and licit, as required by the financial statements. We believe that our Portuguese Securities Market Code; (iii) the adoption examination provides a reasonable basis for of adequate accounting policies and criteria and the expressing our opinion. maintenance of an appropriate system of internal control and; (iv) the disclosure of any significant facts OPINION that have influenced its operations, financial position or results of operations. 5. In our opinion, the financial statements referred to in paragraph 1 above, present fairly, in all material 3. Our responsibility is to examine the financial respects, for the purpose described in paragraph 7 information contained in the accounting documents below, the financial position of Brisa – Auto-Estradas referred to above, including verifying that, in all de Portugal, S.A. as of 31 December 2007, the material respects, the information is complete, true, results of its operations and its cash flows for the year timely, clear, objective and licit, as required by the then ended, in conformity with generally accepted Portuguese Securities Market Code, and to issue a accounting principles in Portugal and the financial professional and independent report based on our information contained therein is, in terms of the examination. definitions included in the auditing standards referred to in paragraph 4 above, complete, true, timely, clear, objective and licit. 93 . Annual Report 2007

EMPHASIS

6. The financial statements mentioned in paragraph 1 above relate to the Company’s separate operations and have been prepared in accordance with generally accepted accounting principles in Portugal for approval and publication according to the legislation in force. As mentioned in Note 3 to the financial statements, equity holdings in subsidiaries and associates are accounted for by the equity method. As required by law, the Company has prepared for separate publication consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union. 7. As explained in more detail in Notes 6 and 51 to the financial statements, on 17 December 2007 the Company entered into a securitisation contract of future credits totalling 400,000 thousand Euros, under which it received that amount and ceded the rights to future credits corresponding to tolls to be charged on the motorways conceded to it. The corresponding liability at 31 December 2007 has been recognised and will be settled through allocation of future tolls for the years 2008 to 2012. The future credits ceded enabled the Company to use a tax credit of 89,112 thousand Euros granted to it in previous years and resulted in income of 106,000 thousand Euros, corresponding to estimated deferred tax assets resulting from differences between the tax results and accounting results for the years ending 31 December 2008 to 2012.

Lisbon, 26 February 2008

DELOITTE & ASSOCIADOS, SROC S.A. Represented by João Luís Falua Costa da Silva 10 . Annual Report 2007

Corporate Governance 95 . Annual Report 2007

Corporate Governance

MODEL OF GOVERNANCE value of both the executive and non-executive members, but also the variable and fixed parts. Statement of Compliance Brisa complies, except for two cases duly accounted for 8-A. The Remuneration Committee has requested the below, with CMVM’s recommendations on good disclosure of the following statement in the Annual corporate governance as established in CMVM Regulation General Assembly of 2006: “The members of the board number 7/2001, as amended by Regulations number of directors should perform their duties diligently and 10/2005, number 11/2003 and number 3/2006, BRISA. prudently, in the interest of the company´s shareholders, employees and other stakeholders. 1. The company has an Investor Desk, (described on page 74) which ensures communication with analysts, investors It is in the best interest of the company and its and the public in general. shareholders to create appropriate conditions and incentives, to encourage the sound performance of the th 2. The General Assembly held on 10 September 2001, Board of Director’s duties, in accordance with the criteria eliminated all the statutory provisions which limited the referred to above. free exercise of the right to vote. Currently, (described on pages 76 and 77) the right to vote may be exercised, Remuneration constitutes a primary management directly, by proxy, by correspondence or by the Internet. instrument for motivating senior managers for the attainment of a sound performance. 3. The company has implemented (described on page 71) an effective risk control system. The definition and application by the Remuneration Committee of the criteria underlying the directors’ 4. There are no barriers whatsoever to the free transfer of remuneration must be coherent and uniform, taking into securities nor otherwise to the success of possible account the remuneration level practiced in similar takeover bids (as described on page 78). European companies, and the degree of achievement of 5. The effective management of the company (as descried the company’s strategic objectives including value on page 89) is assured by an Executive Committee creation for its shareholders. composed of five active members of the Board of In this respect, remuneration should consist of a fixed Directors, of which three are independent. component aimed at remunerating the work by executive 5-A. Under the terms of the legislation in force, in and non-executive members of the Board of Directors in companies with a governing structure such as that of each financial year of the respective tenure and a variable BRISA (Board of Directors and Supervisory Board) the component payable for the whole tenure of office for the Board of Directors is a collective body whose members purpose of aligning the interests of the executive exercise functions in their personal capacity, members and shareholders.” independently of by whom they have been designated or Payment of the variable component shall be contingent proposed. In the case of BRISA, the Board of Directors is upon the performance evaluation relative to the composed of thirteen members, five of which are part of objectives set on an annual basis for the following the Executive Committee. indicators: EBITDA, EBIT, NET INCOME, ROE and ROA. 6. Out of the 13 members of the Board of Directors, 7 are 9. The Remuneration Committee (as described on page independent. 75) is composed of three independent members of the 7. The Board of Directors has appointed two committees Board of Directors, in accordance with the criteria for internal control (described on page 73) each of which established in number 9 of Chapter I of the Annex to is composed by three non-executive directors. CMVM Regulation number 7/2001. 8. The individual remunerations of the members of the 10. The creation of Management Incentive Plans, (as Board of Directors are not disclosed (as recommended by described on page 74) has always been submitted for the CMVM), as this is judged to be the best way to reflect approval to the General Assembly. the collective nature of a governing body whose members 10-A. The company is currently considering the possibility are equally responsible for the decisions they make. Page of creating an informal communication system for any 89 discloses the aggregate remuneration of the members possible irregularities. of the Board of Directors, identifying not only the overall 10 CORPORATE GOVERNANCE 96

Chapter I

1 – COMPANY ORGANIZATION CHART

Brisa’s organization is presented in the chart below:

BOARD OF DIRECTORS

EXECUTIVE COMISSION António de Sousa Vasco de Mello António Nogueira Leite Pedro Rocha e Melo Isidro Fainé Casás Daniel Amaral Luís Telles de Abreu João Azevedo Coutinho António Lamas João Bento João Vieira de Almeida Martin Rey Pedro Bordalo Silva

SUPPORT TO THE BOARD OF DIRECTORS COMPANY SECRETARY Carlos Salazar de Sousa Tiago Melo

SERVICES MOTORWAYS INTERNATIONAL CORPORATIVE CENTRE

Brisa Assistência Rodoviária Administrative Internal Audit Brisa Access Europe - Áustria Rui Roque Maria Conceição Gomes Cristina Oliveira Guilherme Magalhães Francisco M. Rebelo Brisa Access Electrónica Rodoviária Planning and Control Financial Guilherme Magalhães Ana Cláudia Gomes João Pereira Vasconcelos Brisa Participações e Empreendimentos - Brasil Brisa Engenharia e Gestão Legal Organisation and Quality António Sousa Pedro Carvalho Luís Geraldes Amadeu Rolim Brisa North America - EUA Strategic Planning Investors Relations Controlauto Vitor Saltão and Sustainability Valdemar Mendes Manuel Melo Ramos Luís Eça Pinheiro MCALL Human Resources Information Systems Margarida Charters Henrique Pulido Luís Pinheiro

Via Verde Portugal Inovation and Technology New Enterprises João Pecegueiro Jorge Sales Gomes Manuel Lamego

International Luis Delgado International Operational Areas Subsidiary Concessionaires

Clientas and Tolls Vasco da Cunha (Brasil) CCR - Companhia de Traffic, Safety and Maintenance Victor Santiago Concessões Rodoviárias Operational Luís Roda Luis Rebelo Silva Enterprise Management Joaquim Almeida Mendes (EUA) Northwest Parkway Pedro Costa National Subsidiary

Brisal - Auto-estradas do Litoral Manuel Lamego Joaquim Almeida Mendes Auto-Estradas do Atlântico José Braga Auto-Estradas do Douro Litoral João Portela 97 . Annual Report 2007

2 – INTERNAL COMMITTEES established between the Independent Auditors with the company’s departments; to supervise the appropriateness The Board of Directors constituted, amongst its members, and effective functioning of the internal control system; the following Internal Committees: and ensure compliance by the Directors with the rules of the securities market as applicable. Committee for Corporate Governance and Sustainability, constituted by Dr. João Vieira de Almeida (Chairman), These two committees are empowered to consult any Prof. António Lamas and Prof. António Nogueira Leite. All documents or records and undertake any action or actions the members of this Committee are non-executive, deemed necessary at any company or department of the although Prof. António Nogueira Leite is considered non- Brisa Group, as well as to use external services or promote independent under the terms of sub-paragraph b) of independent audits. number 2 of article 1 of CMVM Regulation 7/2001, to the extent that he performs functions in the management board of a company of the José de Mello Group, which 3 – RISK CONTROL holds more than 10% of BRISA’s share capital. The Company has a number of internal departments whose duties are to assist the board in identifying and The main duties of this Committee are to supervise avoiding any major risks which may arise not only in the compliance with the corporate governance rules and construction and operation of motorways but also in the norms by the companies part of the Brisa Group; to environmental, legal and financial areas. review the performance of the sustainable development policies in their three dimensions: economic, These governing bodies work towards the prevention and environmental and social; periodic evaluation of the control of the risks inherent to construction activities, outcome of these rules and policies; supervise the namely in the supervision of the rules imposed for activities of the Department of Investor Relations, motorway construction, particularly with regard to Corporate Communications and Sustainability (DIS) in hygiene and safety. Specific policies have been developed areas of the responsibility of this Committee, supervise the for this area such as the adoption of a Health and Safety preparation of the Management Report, comment on the Manual in Construction Work, and the implementation of chapters related to sustainability and corporate a structure created for the effect, which supervises and governance; supervise the enforcement of the ensures central and local coordination of the safety and Deontological Code and propose measures leading to health plans and risk activities. their constant updating and effective enforcement in all companies of the BRISA Group; and propose to the Board For its day-to-day operations, Brisa possesses the of Directors any reforms and initiatives as deemed necessary and sufficient means to keep all the motorway appropriate to achieve company objectives. safety equipment in perfect condition. An Operations and Maintenance Manual has been created, in which the Audit and Risk Management Committee, composed by chapter on the Safety of Clients and Premises establishes Prof. António de Sousa (Chairman), Dr. Luís Telles de the rules and procedures to be respected in the operations Abreu and Prof. António Nogueira Leite. All the members area during daily activity. It also provides a system which of this Committee are non-executive Directors, although registers and processes information about incidents Prof. António Nogueira Leite is considered non- occurring on motorways, which allows not only the independent under the terms of sub-paragraph b) of statistical processing of all the information, but also the number 2 of article 1 of CMVM Regulation 7/2001, to the timely identification of situations which may warrant extent that he performs functions in the management corrective measures. board of a company of the José de Mello Group, which holds more than 10% of BRISA’s share capital. Brisa also has, operational since early 2004, the Centre for Operational Coordination, which is part of the vast The main duties of this Committee are: regular follow-up Telematic and Road Safety Project, concluded in 2006. of the Internal Audit Department (IAD) and Independent The final investment in the order of 32 million euros Auditors; comment on the appointment and dismissal of makes it possible to collect, from a single unit, all the Independent Auditors; to evaluate and give an opinion on information from the Brisa network, as well as to internal auditing procedures; to review relations coordinate all the operations. It also possesses and 10 CORPORATE GOVERNANCE 98

manages a traffic monitoring system, which includes Brisa is exposed to a number of financial risks arising from approximately 400 video cameras covering the entire its operations. Of particular importance are the liquidity network, 34 weather stations, 150 electronic notice and interest rate risks derived from the company’s debts boards, a large 10x3 digital screen, traffic management as well as from the exchange rate risk resulting from its systems, information channels for public access and investment in Brazil, and the counterparty risk which the incident detecting systems. This infrastructure will improve company bears following hedging transactions and any safety conditions, enhance the effectiveness of assistance other financial applications. The Financial Department operations, and, overall improve traffic fluidity, providing ensures the centralised management of the financing updated and timely information to clients and operations, surplus liquidity applications and exchange complementary support services. transactions as well as the management of the counterparty risk of the Brisa Group. In addition, the Risk Relative to the environment, the coordination of studies Management Division of the Financial Department is includes a specialization aimed at avoiding and mitigating responsible for the identification, quantification and environmental risks during the initial project phase and proposal of measures to manage/mitigate the financial supervising the development of environmental evaluation risks to which the group is exposed, as described in detail processes. This supervision continues during the in the chapter on financial risk management. construction phase using resources specifically attributed for the implementation of the Monitoring Programme of the construction phase, mitigating or compensatory 4 - BRISA SHARES IN 2007 measures and Environmental Management Procedures. The Brisa share increased in value by 6.4% during the year and on 31st December its price on the stock exchange On the other hand, one of the operational priorities of the reached €10.05. Maintenance Management Department is the identification of situations of environmental risk, acting in The average daily value of transactions of 11.4 million a preventive manner in the management of measures euros represented an increase of 23% in comparison to mitigating their negative impact on operational 2006, a fact not unrelated to the rise of 20% in the motorways. average price of the Brisa share during the year to €9.82. The daily average volume of 1.17 million share From a financial perspective, it should also be noted that transactions corresponded to only a slight increase of the Risk Control and Management department is approximately 1% in relation to 2006. responsible for the monitoring and management of liquidity, interest and exchange rate risks.

VALUE OF THE BRISA ON THE STOCK EXCHANGE DURING 2007

11.00

10.50

10.00

9.50

9.00

8.50

8.00

Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07 99 . Annual Report 2007

EVOLUTION OF THE PRICE OF THE BRISA SHARE IN RELATION TO MARKET INDICES

30% Brisa

25% Eurostoxx 50

20% Euronext 100 15% PSI20 10%

5%

0%

-5%

-10% Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07

It should be noted that on 1st January 2007, the Brisa purposes. This benefit ended at the end of 2006, this is 5 Privatisation share and Brisa Private Share, majority years after the date of Brisa’s last privatisation phase controlled by two reference shareholders, without which occurred in July 2001. liquidity or relevant volume of transaction, were aggregated into a single negotiating line (Brisa In national terms, the PSI20 index continues to be a Privatisation). As of 21st December 2007, this negotiating reference for most companies with Brisa having benefitted line is identified merely as Brisa. from the new rules for its calculation which entered into force as of the beginning of the second half of the year. The weight of Brisa Privatisation in the PSI-20 was However, since the beginning of the year Brisa has approximately 9% at the end of 2007 and the share is substantially increased its position during 2007 by 8.60% also part of the Euronext 100 index. holding the 6th place in terms of weight in the index.

On 2nd January 2007, the two lines of negotiation which The following tale presents the price on the stock the Brisa shares had held since its entry into the Stock exchange of the Brisa share on the dates of disclosure of Exchange were made interexchangeable for tax benefit net income during 2007.

Value (€) Opening Maximum Minimum Closing 2006 Annual net income – 26 February 10.14 10.24 10.14 10.20 Payment of dividends – 27 April 9.52 9.60 9.52 9.57 1st Quarter net income – 27 April 9.52 9.60 9.52 9.57 1st Semester net income – 25 July 10.28 10.45 10.21 10.35 3rd Quarter net income – 30 October 9.65 9.73 9.60 9.65 10 CORPORATE GOVERNANCE 100

5 – DIVIDEND POLICY The number of beneficiaries, including employees and executive directors covered by this plan was 127. The The dividend policy is of the responsibility of the General number of own shares needed to the full exercice of these Assembly which may alter it at any moment. However, acquisition rights amounts to 5 105 000 acquired at Brisa’s Board of Directors has tried to follow a policy of 7.99€ related to 2006 and 106 250 acquired at 10,00€ distribution of dividends so as to effectively and in 2007. increasingly remunerate its shareholders. In this respect, the dividend paid per share has increased and should continue to do so, in accordance with the growth in the 7 – BUSINESS OR OPERATIONS BETWEEN company’s net income. This policy has been validated by COMPANY MEMBERS the General Assembly and is disclosed on annually in a During 2007, no business or operations was carried out of clear manner in its report and financial statements. any economic significance between the company and members of the governing bodies, qualifying holders, The Board of Director’s proposal on the distribution of subsidiary companies or companies in the group. dividends is described under these terms at the end of the chapter on Proposal of Application of Net Income. 8 – INVESTOR RELATIONS OFFICE The dividend is paid annually, within 30 days of its approval in the General Assembly. The Department of Investors, Communications and Sustainability (DIS) is responsible for communications with During the last three financial years the distribution of shareholders, analysts and the public in general. It also dividends per share was as follows: ensures that dialogue is maintained with managerial and supervisory entities such as Euronext, the CMVM and 2006- 28 euro cents per share Interbolsa. 2005- 27 euro cents per share 2004- 27 euro cents per share The representative for market relations is Dr. Luís d’Eça Pinheiro, also Director of DIS.

6 – INCENTIVE PLANS FOR AWARDING Research SHARE OPTIONS Efforts have been made to expand the number of banks covering research on Brisa. For this purpose continuous Brisa considers that the management incentives plan is an contact is maintained with various analysts to increase and extremely important tool in evaluating and stimulating the obtain periodic revisions. development of the activity of its senior staff in the medium and long term towards the creation of value for In 2007, both Millennium bcp and JPMorgan restarted its shareholders. Hence, at Brisa’s Annual General their coverage of Brisa. In addition to these entities, Assembly, held on 10th March 2006, the Board of Directors various investment companies also revise the target price, was authorised to create a new management incentives namely Caixa BI, BPI, Santander, Ibersecurities, Dresdner, plan (Plan) to establish mechanisms allowing the Plan Lisbon Brokers, Fidentiis, Morgan Stanley and Exane BNP beneficiaries (Beneficiaries), according to the annual Paribas. evaluation of their performance, to proceed with the direct acquisition of Brisa shares, at the market price on The table below presents the reports with the respective the day of the acquisition. target prices. It should be noted that approximately 68% indicate a target price above that of Brisa’s market value Under the terms of this authorisation, Brisa’s Board of at the end of 2007, €10.05 per share. Directors defined the conditions of the abovementioned incentives plan, through the approval of a Share Acquisition Regulation (Regulation) under which the Beneficiaries could acquire Brisa shares at the market price, using bank credit established specifically for the effect. 101 . Annual Report 2007

Compared to 2006, the average target price increased 9 – COMPOSITION OF THE from 9.35€ to 10.58€ in 2007, reflecting an increase of REMUNERATION COMMITTEE 13.2%. Eng. Jorge Manuel Jardim Gonçalves chairs the It should be noted that during this period the Brisa Remuneration Committee, also composed of Dr. Luís security appreciated by 6.35%. Miguel Cortes Martins and Eng. Rui Roque de Pinho, with none of the above being a member of the Board of Directors. PRICE TARGETS

Banco Price target 2007 Recomendação 10 – EXTERNAL AUDITORS’ FEES Caixa BI 12.00 € Accumulate In 2007, the total amount of annual remuneration paid to Dresdner 11.80 € Buy the auditor and other private or corporate bodies Ibersecurities 11.60 € Buy belonging to the same network, supported by the Santander 11.50 € Buy company and/or collective bodies, subsidiaries or BPI 11.35 € Buy companies belonging to the group, reached 550 000 Lisbon Brokers 11.00 € Buy Euros (including expenses and remuneration paid by Banif 10.85 € Neutral subsidiaries located abroad). This sum was broken down JP Morgan 10.60 € Sell into the following services: Millennium Bcp 10.45 € Reduce Goldman Sachs 10.20 € Buy Dexia 10.20 € Buy a) Audit Services 39% HSBC 10.10 € Buy b) Other reliability-enhancing services 5% Fidentiis 10.10 € Buy c) Tax consultancy services 12% Morgan Stanley 10.00 € - d) Other non-audit services 44% UBS 9.90 € Neutral BNP Paribas 9.35 € Buy For the purpose of this notice, the notion of network is as Deutsche Bank 8.70 € - contained in the Recommendation of the European Committee number C (2002) 1873, of 16th May 2002.

Internet site – www.brisa.pt As referred in this annex, the risk control system Brisa provides ample information on its Internet site, for implemented by the company ensures that our auditors the purpose of enhancing knowledge about the and their respective network are not contracted services company, providing investors, analysts and the public in which, under the terms of the Recommendation of the general with permanent access to relevant and updated European Committee number C (2002) 1873, of 16th May information. Information may be consulted in the 2002, may place in question their independence. institutional and business areas, as well as important information for available investors in the space reserved for investor relations. Included are presentations of the company, recently disclosed statements, reports and financial statements, the financial calendar, list of reference shareholders and governing bodies. It also provides a mechanism to facilitate rapid contact with the Investor Relations Service. 10 CORPORATE GOVERNANCE 102

Chapter II

1 – EXERCISE OF VOTING RIGHTS AND 2 – VOTE BY CORRESPONDENCE SHAREHOLDER REPRESENTATION Shareholders wishing to vote may do so by Brisa advocates the importance of its shareholders correspondence, provided that they send a letter to the participating in company business and therefore Company head office, addressed to the Chairman of the encourages their attendance at the various meetings of General Assembly, with an authenticated signature (or, in the General Assembly, which is demonstrated by the high the case of private persons, simply with a signature degree of their participation - above 50%. accompanied by a photocopy of the respective identity card), containing the address to which the voting forms Financial information and the preparatory documents and any other documentation should be sent, up to the required for its general meetings are also disclosed on the tenth day after the public announcement of the General Internet, which may be accessed through www.brisa.pt. Assembly. Brisa also uses the most innovative technical means for the electronic counting of votes, with the mechanisms The Company will then forward to the shareholders in required for the exercise of voting by correspondence, question the respective voting forms and any other proxy or Internet. documentation. These shareholders should then send the Company an um envelope containing the statement by The information required for the proper evaluation of the the financial intermediary which registered the respective proposals submitted for discussion and vote at the shares (issued under the terms referred to above), and General Assemblies is available to investors at the another closed envelope, containing the voting forms duly Company’s head office or on the Company’s internet site filled in. Both envelopes must be received three business www.brisa.pt within the period of time stipulated by law. days before the General Assembly.

According to the law and Statutes, shareholders may be Alternatively, shareholders may use the voting form represented at a General Assembly simply through a available on www.brisa.pt and send it to BRISA, ensuring signed letter addressed to the Chairman of the General that the envelope containing the photocopy with the Assembly and received at the Company’s head office identity card and statement by the financial intermediary within three business days before the date of the General which registered the respective shares (issued under the Assembly. The Chairman of the General Assembly may terms referred to above), and another closed envelope require that signatures be authenticated, should any containing the voting forms duly filled in are received doubts arise as to their authenticity. three business days before the date of the General Assembly. Corporate bodies are represented by their legal representative or a person appointed simply through a Shareholders may also delegate to the Company the issue signed letter addressed to the Chairman of the General of the statement by the financial intermediary which Assembly and received at the Company’s head office registered the registration of the respective shares by business days before the date of the General Assembly. ensuring that the Company head office receives, within ten days after the public announcement of the General Assembly, the document empowering the Company to do so. Shareholders may use the form available on Internet site www.brisa.pt for this purpose as of the day of the public announcement of the General Assembly. 103 . Annual Report 2007

3 – ELECTRONIC VOTE 4 – PERIODS FOR SHARE BLOCKING

Shareholders may also vote over the Internet site The minimum period of time for share blocking for the www.brisa.pt, provided that, up to the tenth day after the effects of the exercise of voting rights in General public announcement of the General Assembly, the Assemblies is 5 business days before the respective Company head office receives a letter (written in meeting. accordance with the model on the Internet site) addressed to the Chairman of the General Assembly, with an authenticated signature (or, in the case of private persons, 5 – RECEPTION OF VOTING STATEMENTS simply a signature accompanied by a photocopy of the Votes by correspondence or electronic votes must be respective identity card), containing a password selected received up to three business days before the date of the by the shareholder and an electronic address to which the General Assembly. shareholder in question wishes the Company’s own password should be sent. These two passwords will jointly allow Access to the respective voting form on the 6 – NUMBER OF SHARES PER VOTE abovementioned Internet site www.brisa.pt. These shareholders may exercise their right to vote during twelve Each share corresponds to one vote. days counting from 0:00 hours of the fourteenth day counting from the date of the public announcement of the General Assembly. Only shareholder votes, accompanied by the statement of the financial intermediary which registered the respective shares, issued under the terms referred to above, received up to the third business day before the General Assembly will be considered. 10 CORPORATE GOVERNANCE 104

Chapter III

1 – CODE OF ETHICS 2 – INTERNAL AUDIT

Brisa’s Code of Ethics regulates the behaviour of all the BRISA’s organisational structure includes an Internal Audit Company’s employees and senior management. This Department whose duties are to evaluate the document assembles the Company’s fundamental values, effectiveness and efficiency of the internal control system principles and rules to be observed in all the activities of and business processes at all levels of the entire BRISA the BRISA Group. The fundamental values – responsibility, Group, to, independently and systematically, verify if the professionalism, integrity, independence and Group’s assets are duly registered and sufficiently confidentiality – are defined as the main values to observe. protected against possible risks and losses, examine and assess the strictness, quality and enforcement of The Code also regulates the practice of other duties such operational, accounting and financial control, promoting as the equal and diligent treatment of all clients, effective control at a reasonable price, propose measures compliance with the rules imposed by legislation on as considered appropriate to counteract any deficiencies Work, Hygiene, Health and Safety. The principle of non- in the internal control system. discrimination should also be observed with respect to descent, gender, race, language, political conviction or union affiliation. 3 – TRANSFER OF SHARES There are no measures aimed at forestalling the success of The Code of Ethics is accessible on the company’s site: takeover bids, and no defensive or protective provisions www.brisa.pt aimed at eroding the Company’s value. Shares may be transferred freely and shareholders may freely assess the performance of the Company’s governing bodies. Neither are there any limits on the free exercise of voting rights by any of the shareholders. 105 . Annual Report 2007

Chapter IV

1 A) COMPOSITION OF THE BOARD OF 1 B) POSITIONS HELD BY MEMBERS OF DIRECTORS THE BOARD OF DIRECTORS IN OTHER COMPANIES Brisa’s Board of Directors has been elected for 2005 – 2007 and is composed of thirteen directors, five of which Positions held by the Chairman of the Board of Directors form the Executive Committee. of BRISA Auto-Estradas de Portugal, S.A., Vasco Maria Guimarães José de Mello: Chairman Vasco Maria Guimarães José de Mello* José de Mello, SGPS, S.A. Vice-Chairman João Pedro Stilwell Rocha e Melo* Chairman of the Board of Directors and Executive Committee AEDL Auto Estradas do Douro Litoral, S.A. Member Daniel Pacheco Amaral* Chairman of the Board of Directors Member João Pedro Ribeiro de Azevedo Coutinho* EDP - Energias de Portugal, S.A. Member João Afonso Ramalho Sopas Pereira Bento* Member of the General and Supervisory Council Member António José Fernandes de Sousa CRP – Centro Rodoviário Português Chairman of the General Council Member António Nogueira Leite Sogefi, Sociedade de Gestão e Financiamentos, SGPS, S.A. Member Isídro Fainé Casas Member of the Board of Directors Member Martin Wolfgang Johannes Rey BCSD Conselho Empresarial para o Desenvolvimento Member Luís Manuel de Carvalho Telles de Abreu Sustentável Member António Ressano Garcia Lamas Chairman of the Council CMVM - Comissão do Mercado de Valores Mobiliários Member João Vieira de Almeida Member of the Consultative Council Member Pedro Jorge Bordalo Silva

* Executive Committee Positions held by the Vice-Chairman of the Board of Directors of BRISA Auto-Estradas de Portugal, S.A., João Of the thirteen members, and considering the concept of Pedro Stilwell Rocha e Melo: an independent director is one not representative of, nor Via Verde Portugal, S.A. linked to the company’s dominant shareholders, in the Chairman of the Board of Directors current Board of Directors, the following are independent: Via Oeste, SGPS, S.A. Chairman of the Board of Directors Daniel Pacheco Amaral Brisa Internacional, SGPS, S.A. João Pedro Ribeiro de Azevedo Coutinho Member of the Board of Directors Brisa Serviços Viários, SGPS, S.A. João Afonso Ramalho Sopas Pereira Bento Member of the Board of Directors António José Fernandes de Sousa Brisal Auto-Estradas do Litoral, S.A. Luís Manuel de Carvalho Telles de Abreu Member of the Board of Directors António Ressano Garcia Lamas APCAP – Associação Portuguesa das Sociedades Concessionárias de Auto-Estradas com Portagens João Vieira de Almeida Member of the Board of Directors MCall Serviços de Telecomunicações, S.A. Chairman of the Board of Directors 10 CORPORATE GOVERNANCE 106

José de Mello – Sociedade Gestora de Participações Brisa Internacional, SGPS, S.A. Sociais, S.A. Member of the Board of Directors Member of the Board of Directors and Member of the Executive Brisa Serviços Viários, SGPS, S.A. Committee Member of the Board of Directors José de Mello Participações II, SGPS, S.A. Via Oeste, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors José de Mello Serviços, Lda. AEDL – Auto-Estradas do Douro Litoral, S.A. Manager Chairman of the Board of Directors Window Blue, SGPS, S.A. EFACEC Capital, S.G.P.S., S.A. Member of the Board of Directors Member of the Board of Directors Associação Comercial de Lisboa APCAP - Associação Portuguesa das Sociedades Member of the Executive Board Concessionárias de Auto-Estradas ou Pontes com Portagens. Positions held by the Member of the Board of Directors Chairman of the Board of Directors of BRISA, Daniel Pacheco Amaral: International Bridge, Tunnel and Turnpike Association Brisa Internacional, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors Brisa Serviços Viários, SGPS, S.A. Positions held by Member of the Board of Directors of Member of the Board of Directors BRISA Auto-Estradas de Portugal, S.A., António José Brisal Auto-Estradas do Litoral, S.A. Fernandes de Sousa: Member of the Board of Directors JP Morgan Chase Via Oeste, SGPS, S.A. Senior Advisor and Member of its European Advisory Board Member of the Board of Directors STRATORG – Gabinete de Gestão de Empresas, S. A. Chairman Positions held by Member of the Board of Directors of ECS Sociedade de Capital de Risco, S.A. BRISA Auto-Estradas de Portugal, S.A., João Pedro Ribeiro Director de Azevedo Coutinho: ECS Capital, SGPS, S.A. BRISA Access Electrónica Rodoviária, S.A. Director Chairman of the Board of Directors Universidade Nova de Lisboa BRISA Internacional SGPS, S.A. Visiting Professor Chairman of the Board of Directors Brisa Serviços Viários, SGPS, S.A. Positions held by Member of the Board of Directors of Member of the Board of Directors BRISA Auto-Estradas de Portugal, S.A., António do Pranto Brisal Auto-Estradas do Litoral, S.A. Nogueira Leite: Member of the Board of Directors OPEX, Sociedade Gestora de Mercado de Valores Via Oeste, SGPS, S.A. Mobiliários Não Regulamentado, S.A. Member of the Board of Directors Chairman of the General Council AEDL – Auto-Estradas do Douro Litoral, S.A. CUF, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors CCR – Companhia de Concessões Rodoviárias, S.A. CUF-Quimicos Industriais, S.A. (Brazil) Member of the Board of Directors Member of the Board of Directors CUF-Adubos, S.A. Member of the Board of Directors Positions held by Member of the Board of Directors of José de Mello Saúde, SGPS, S.A., BRISA Auto-Estradas de Portugal, S.A., João Afonso Member of the Board of Directors Ramalho Sopas Pereira Bento: SEC-Sociedade de Explosivos Civis, S.A. BRISAL Auto-Estradas do Litoral, S.A. Member of the Board of Directors Chairman of the Board of Directors Efacec Capital, SGPS, S.A. BRISA Engenharia e Gestão, S.A. Member of the Board of Directors Chairman of the Board of Directors Comitur, SGPS, S.A. BRISA Assistência Rodoviária, S.A. Member of the Board of Directors Chairman of the Board of Directors 107 . Annual Report 2007

Comitur Imobiliária, S.A. Babcock & Brown GmbH, Germany Member of the Board of Directors Member of the Board of Directors Expocomitur-Promoções e Gestão Imobiliária, S.A. Babcock & Brown Windpark Verwaltungs GmbH Member of the Board of Directors Member of the Board of Directors Herdade do Vale da Fonte-Sociedade Agrícola, Turística e CBRail GmbH Imobiliária, S.A. Member of the Board of Directors Member of the Board of Directors Goniatit GmbH Sociedade Imobiliária e Turística do Cojo, S.A. Member of the Board of Directors Member of the Board of Directors Babcock & Brown Windpark Management GmbH Sociedade Imobiliária da Rua das Flores, n.º 59, S.A. Member of the Board of Directors Member of the Board of Directors Babcock & Brown Renewable Management Gmb Reditus, SGPS, S.A. Member of the Board of Directors Member of the Board of Directors Renerco AG, Germany Banif Investment, S.A. Member of the Board of Directors Vice-Chairman of the Consultative Council Nordex AG, Germany Instituto de Gestão do Crédito Público Member of the Board of Directors Member of the Consultative Council ZAAB Energy AG, Germany Instituto Português de Relações Internacionais Member of the Board of Directors Member of the Executive Board. Windpark Holding Management GmbH, Germany Member of the Board of Directors Positions held by Member of the Board of Directors of Wohnungsbaugesellschaft JADE mbH, Germany BRISA Auto-Estradas de Portugal, S.A, Isídro Fainé Casas: Member of the Board of Directors ABERTIS INFRAESTRUCTURAS, S.A. BBEIF Founder Partner Limited, Guernsey Chairman of the Board of Directors Member of the Board of Directors TELEFÓNICA, S.A. BBEIF GP Limited, Guernsey Vice-Chairman of the Board of Directors Member of the Board of Directors BPI- Banco Português de Investimento SGPS, S.A. Babcock & Brown Management Holdings (Guernsey) Member of the Board of Directors Limited, Guernsey CRITERIA CAIXACORP, S.A. Member of the Board of Directors Member of the Board of Directors Babcock & Brown S.r.l., Italy CAIFOR, S.A. Member of the Board of Directors Member of the Board of Directors Babcock & Brown Property S.r.l., Italy REPSOL YPF, S.A. Member of the Board of Directors Member of the Board of Directors Babcock & Brown Italian Infrastructure S.r.l., Italy HISUSA – Holding de Infraestructuras y Servicios Member of the Board of Directors Urbyears, S.A. Babcock & Brown SGR S.p.A., Italy Member of the Board of Directors, representing CRITERIA Member of the Board of Directors CAIXACORP, S.A. Babcock & Brown European Investments S.a.r.l, Port Aventura, S.A. Luxemburg Member of the Board of Directors Member of the Board of Directors Babcock & Brown Z Portfolio S.a.r., Luxemburg Positions held by Member of the Board of Directors of Member of the Board of Directors BRISA Auto-Estradas de Portugal, S.A, Dr. Martin Babcock & Brown (DIFC) Limited, USA Wolfgang Johannes Rey: Member of the Board of Directors Babcock & Brown GmbH, Austria Babcock & Brown NGW Holding Limited, England Member of the Board of Directors Member of the Board of Directors Babcock & Brown S.a.r.l, France Member of the Board of Directors Babcock & Brown Wind Partner France SAS, France Member of the Board of Directors Babcock & Brown France (Fruges II) SAS, France Debuty General Manager 10 CORPORATE GOVERNANCE 108

Positions held by Member of the Board of Directors of Positions held by Member of the Board of Directors of BRISA Auto-Estradas de Portugal, S.A, Luís Manuel de BRISA Auto-Estradas de Portugal, S.A, António Ressano Carvalho Telles de Abreu: Garcia Lamas: Telles de Abreu e Associados – Sociedade de Parques de Sintra-Monte da Lua S.A. Advogados, R.L. Chairman of the Board of Directors Director Imobiliária 1928, Limitada Positions held by Member of the Board of Directors of Manager BRISA Auto-Estradas de Portugal, S.A, João Vieira de Actaris Imobiliária, S.A. Almeida: Chairman of the General Assembly Portucale, SGFTC, S.A. Caraimo – Propriedade, Investimento e Administração de Member of the Board of Directors Bens Mobiliários e Imobiliários, S.A. Associação Crianças sem Fronteiras Chairman of the General Assembly Member of the Supervisory Board Cimertex Sociedade de Máquinas e Equipamentos, S.A. Federação Portuguesa de Râguebi Chairman of the General Assembly Member of the Council Jurisdicional Cinca – Companhia Industrial de Cerâmica, S.A. BRISA Internacional, SGPS, S.A. Chairman of the General Assembly Chairman of the General Assembly Dafer – Sociedade de Gestão do Hotel Infante de Banco Finantia, S.A. Sagres, S.A. Chairman of the General Assembly Chairman of the General Assembly Grow – Sociedade Gestora de Patrimónios, S.A. Empresa Predial Ferreira & Filhos, S.A. Chairman of the General Assembly Chairman of the General Assembly PPPS – Consultoria em Saúde, S.A Gamobar, SGPS, S.A. Chairman of the General Assembly Chairman of the General Assembly SGFI, S.A. – Sociedade Gestora de Fundos de José Luís Ferreira da Costa, S.G.P.S., S.A Investimento Imobiliário, S.A. Chairman of the General Assembly Chairman of the General Assembly Prainha – Empreendimentos Imobiliários, S.A Route to Market, S.A. Chairman of the General Assembly Chairman of the General Assembly Prainhamar – Exploração Hoteleira, S.A. Imopolis - Sociedade Gestora de Fundos de Investimento Chairman of the General Assembly Imobiliário, S.A. Rasa – Sociedade de Administração de Bens, S.A. Chairman of the General Assembly Chairman of the General Assembly Fundação do Gil Real Seguros, S.A. Chairman of the Supervisory Board Chairman of the General Assembly Associação de Curling de Portugal Real Vida Seguros, S.A. Chairman da Executive Board Chairman of the General Assembly José de Mello Saúde, S.A. Sagrotel – Sociedade Imobiliária, S.A. Secretary of the General Assembly Chairman of the General Assembly Banif – Investimento Sociedade Agrícola da Romaneira, S.A. Member of the Consultative Council Chairman of the General Assembly VAS – Vieira de Almeida Serviços, Lda Tecniforma – Oficinas Gráficas, S.A. Manager Chairman of the General Assembly Viagens Abreu, S.A. Chairman of the General Assembly Asorg – Assessoria e Organização, S.A. Secretary of the General Assembly Encontrarse – Associação de Apoio às Pessoas com Perturbação Mental Grave Secretary of the General Assembly Quinta dos Cónegos – Sociedade Imobiliária, S.A Member of the Board of Directors 109 . Annual Report 2007

Positions held by Member of the Board of Directors of 1 C) PROFESSIONAL QUALIFICATIONS BRISA Auto-Estradas de Portugal, S.A, Pedro Jorge AND POSITIONS HELD IN THE LAST Bordalo Silva: 5 YEARS BY MEMBERS OF THE BOARD CINVESTE, SGPS, S.A. OF DIRECTORS Member of the Board of Directors CINVESTE FINANCE, SGPS, LDA. Vasco Maria Guimarães José de Mello, Chairman of Manager the Board of Directors and of the Executive Committee of CINVESTE FINANCE, GESTÃO DE VALORES Brisa Auto-Estradas de Portugal S.A., since 2000. MOBILIÁRIOS, LDA. Manager Graduated in Business Administration from the American MPBS – IMOBILIÁRIA, S.A. College of Switzerland in 1978. Attended the Citigroup’s Member of the Board of Directors Training Program in New York 1978 to 1979. LSMS, INVESTIMENTOS, SGPS, S.A. Member of the Board of Directors Held several positions in 1980 at Banco Crefisul de LAS, INVESTIMENTOS, SGPS, LDA. Investimento, Citicorp’s Brazilian banking subsidiary in Manager São. Joined CUF Finance, a wealth management company CINVESTE, ARTE E MOBILIÁRIO, S.A. in Geneva, Switzerland in 1985, as managing director. Member of the Board of Directors Joined UIF – União Internacional Financeira as a director in ISRARBER, SGPS, S.A. 1988. From 1991-2000, held the positions of member Member of the Board of Directors and chairman of the board of directors of Banco Mello, of SÃO MIGUEL - INVESTIMENTOS IMOBILIÁRIOS, S.A. Banco Mello de Investimentos and Companhia de Member of the Board of Directors Seguros Império, as well as vice-chairman of José de ECOMAR, SGPS, S.A. Mello, SGPS. Was also member of the Strategic Board of Member of the Board of Directors CTT – Correios de Portugal, S.A.. BENBECULA – REPRESENTAÇÕES E LOGÍSTICA, S.A. Member of the Board of Directors João Pedro Stilwell Rocha e Melo, Vice-Chairman of LOMOND – LOGÍSTICA E DISTRIBUIÇÃO, S.A. the Board of Directors and Member of the Executive Member of the Board of Directors Committee of Brisa – Auto-Estradas de Portugal, S.A., HSF - ENGENHARIA, S.A. since 2002. Chairman of the Board of Directors KEBAB EXPRESS – SERVIÇOS DE RESTAURAÇÃO, S.A. Graduated in Mechanical Engineering from Instituto Member of the Board of Directors Superior Técnico in 1985. GUEMONTE – SOCIEDADE CIVIL IMOBILIÁRIA E DE INVESTIMENTOS, S.A. Postgraduation in Business Administration (MBA) from Chairman of the Board of Directors Universidade Nova de Lisboa in collaboration with BORDALO & COMPANHIA, S.A. Wharton School, of the University of Pennsylvania in Member of the Board of Directors 1986. Course in “International Capital Markets Course” ECOMAR, S.A. (Angola) at Oxford University in 1991. Member of the Board of Directors NEVIS – SERVIÇOS E LOGÍSTICA, LDA. (Angola) Completed the management training programme Member of the Board of Directors “Leadership for Top Managers” – IMD International in NESS INVESTIMENTOS, S.A. (Angola) 2002. Member of the Board of Directors ACIL, S.A. (Angola) Was director of Mello Valores – Sociedade Financeira de Member of the Board of Directors Corretagem and director-general of Banco Mello de Investimentos. From 1997-2000 was chairman of the executive committee of Banco Mello de Investimentos, Director of Banco Mello and Director of Companhia de Seguros Império, as well as vice-chairman of the board of directors of BCP Investimento. 10 CORPORATE GOVERNANCE 110

Daniel Pacheco Amaral, Member of the Board of Recognition in Civil Engineeering – Intelligent Systems Directors and Executive Committee of Brisa – Auto- from IST in 1999. -Estradas de Portugal, S.A., since 1998. Visiting Professor in Project Support Systems at IST’s Graduated in Economics from Instituto Superior de Department of Civil Engineering and Architecture and Ciências Económicas e Financeiras (ISCEF) in 1969. Member of the Engineering Academy.

Was director of Associação Portuguesa de Economistas, Was member of the board of directors of EDP S.A from the predecessor of the current Ordem dos Economistas. 2000- 2003, of Adamastor Capital, SGPS, S.A., from 2002-2004 and of Brisatel S.A. from 2000-2001. Was director of three real estate companies held by the BCP/BPA Group – Cofipsa, Salgipor and António José Fernandes de Sousa, Member of the Empreendimentos Imobiliários Colombo., as well as Board of Directors of Brisa Auto-Estradas de Portugal S.A., director of Companhia Previdente, S.A. and director of 2002. Engil – Sociedade de Construção Civil, S.A. Graduated in Business Administration from Universidade João Pedro Ribeiro Azevedo Coutinho, Member of Católica Portuguesa in 1977. the Board of Directors and Executive Committee of Brisa – Auto-Estradas de Portugal, S.A., since 1999. Holds a PhD in Business Adminsitration in the area of Strategic Planning from Wharton School, University of Graduated in Business Administration from Universidade Pennsylvania in 1983. Católica Portuguesa in 1982. Was assistant secretary of state and foreign trade from Completed the management training programme 1991-1993, assistant secretary of state and finances from “Leadership for Top Managers”, IMD International in 1993-1994, governor of the Bank of Portugal from 1994- 2002. 2000 and chairman of the board of directors of Caixa Geral de Depósitos from 2000- 2004. Was sénior auditor at Coopers & Lybrand, Auditores, Lda., director in charge of financial engineering, corporate finance, mergers and acquisitions and capital markets at DECA, Decisão Estratégica, Consultores Associados em Gestão, S.A., director in charge of investment and financial engineering and primary capital markets at RAR - Sociedade de Investimentos e Engenharia Financeira S.A., director of Deutsche Bank, in Portugal, responsible for the Investment Banking Department, member of the board of directors of DB Vida, S.A. and member of the executive committee of Banco Mello de Investimento.

João Afonso Ramalho Sopas Pereira Bento, Membe of the Board of Directors and Executive Committee of Brisa – Auto-Estradas de Portugal, S.A., since 2001.

Graduated in Civil Engineering from Instituto Superior Técnico (IST) in 1983.

Holds a Master’s degree in Strucutural Engineering from IST in 1987. Holds a PhD in Civil Engineering from Imperial College of Science, Technology & Medicine, London University in 1992. 111 . Annual Report 2007

António Nogueira Leite, Member of the Board of Martin Wolfgang Johannes Rey, Member of the Board Directors of Brisa Auto-Estradas de Portugal S.A., 2002. of Directors of BRISA Auto-Estradas de Portugal, S.A., since September 2007. Graduated in Economics from Universidade Católica Portuguesa in 1983. Holds a Masters of Science in Graduated in Law from Rheinische Friedrich-Wilhelms Economics from the University of Illinois at Urbana- University in Bonn, having also attended business Champaign in 1986. administration at the University of Hagen.

PhD in Economics from the University of Illinois at Urbana- Joined the Babcock Group in 2003, before which he held Champaign in 1988. various managerial positions at Bayerische Hypo-und Vereinsbank (HVB). Equivalence to the degree of Doctorate in Economics (specialisation: Microeconomics) from the Faculty of Currently a member of the executive committee of Economics of Universidade Nova de Lisboa. Babcock & Brown, in charge of coordination of the Group’s operations in Europe. Recognition at Universidade Nova in 1992 where he currently Visiting Professor. Does not hold BRISA shares.

Chaired the board of directors of the Lisbon Stock Luís Manuel de Carvalho Telles de Abreu, Member of Exchange in 1999. Also secretary of state for treasury and the Board of Directors of Brisa Auto-Estradas de Portugal fiannces in the XIV Constitutional Government from S.A., since 2003. October 1999to September 2000. As a result was deputy goivernor of the European Investment Bank, European Graduated in Law from the Faculty of Law of Coimbra Bank for Reconstruction and Development and the Inter- University in 1963. American Development Bank. Portuguese representative at the Economic and Financial Council of the European Member of the District Council of Porto of the Ordem dos Union. Advogados from 1978-1980 and from 1981-1983.

Isidro Fainé Casas, Member of the Board of Directors of Member of the General Council of the Ordem dos Brisa Auto-Estradas de Portugal S.A., since 2003. Advogados from 1990- 1992.

Graduated in Business Administration from IESE, holds a Director of Telles de Abreu, Lucena e Associados – PhD in Economic Science, is a Fellow of the “Real Sociedade de Advogados, member of the board of Academia de Ciencias Económicas y Financieras” and directors of Quinta dos Cónegos – Sociedade Imobiliária “Real Acadèmia de Doctors”. Also holds an ISMP in S.A. e Gestão da Imobiliária 1928, Limitada. Chairman of Business Administration from Harvard University. the General Assembly of Actaris Imobiliária, S.A., chairman of the General Assembly of Calves – Sociedade Director of Investments at Banco Atlântico in 1964; de Investimentos e de Gestão de Bens Mobiliários e director of Banco de Asunción in Paraguay in 1969 and Imobiliários, S.A.. human resources manager at Banca Riva Y Garcia in 1973; director-general at Banca Jover in 1974 and Director-General at Banco Unión, S.A. in 1978. 10 CORPORATE GOVERNANCE 112

António Ressano Garcia Lamas, Member of the Board João Vieira de Almeida, Member of the Board of of Directors of Brisa Auto-Estradas de Portugal S.A., since Directors of Brisa Auto-Estradas de Portugal S.A., since 2003. 2003.

Graduated in Civil Engineering from Instituto Superior Graduated in Law from Universidade Católica Portuguesa Técnico (IST) in 1969. in 1985, member of the Ordem dos Advogados Portugueses and Ordem dos Advogados do Brazil. MSc in Metallic Strcutures in 1974 and PhD in Structural Member of the District Council Distrital and General of Engineering in 1979 from Imperial College of Science and the Ordem dos Advogados Portugueses Technology, London University. Member and chairman of the executive board of Vieira de Recognised in Civil Engineering (Structures) by IST in Almeida & Associados - Sociedade de Advogados; R:L., 1984, where he is Visiting Professor. jointly responsible for M&A and Corporate Finance.

Researcher at ICIST - Instituto de Estruturas, Território e Pedro Jorge Bordalo Silva, Member of the Board of Construção and coordinator of IST post-graduate and Directors of BRISA Auto-Estradas de Portugal, S.A., since masters courses on Recovery and Maintenance of September 2007. Constructions and on Metallic and Mixed Structures. Course in Production Management from Sheridan Chairman of IPPC – Instituto Português do Património Institute of Technology, Toronto, Canada in 1980. Cultural from 1987- 1990, consultant of the Ministry of the Environment and Natural Resources for the Urban Director of the Lusomundo Group, including, amongst Environment and representative of the Minister of the others, Lusomundo Audiovisuais, Lusomundo Media and Environment and Natural Resoures on the supervisory Jornal de Notícias (1998-2002); board of the EXPO´98 Urbanisation Plan from 1993- 1995. Chairman of Junta Autónoma de Estradas and JAE Director of Cinveste, SGPS, S.A. (since 2002) Construção S.A. from June 1998 to July 1999 and as of this date to 30th August 2000, chairman of the board of directors of Instituto das Estradas de Portugal, which succeeded the JAE. 113 . Annual Report 2007

LIST OF QUALIFYING SHARES UNDER THE TERMS OF ARTICLE 20 OF THE CMVM

Nº Shares % Capital % Vote José de Mello SGPS, S.A. José de Mello Investimentos SGPS, S.A. 94 655 688 15.78% 16.14% Wblue 3 024 078 0.50% 0.52% Impegest 8 552 368 1.43% 1.46% Egadi 15 009 362 2.50% 2.56% Orla 57 116 819 9.52% 9.74% Vasco de Mello e Pedro Rocha e Melo 1 085 121 0.18% 0.18% Total 179 443 436 29.91% 30.59%

Abertis Infraestruturas S.A. Abertis Portugal, SGPS, S.A. 87 643 700 14.61% 14.94% Isidro Fainé Casas 1 200 0.00% 0.00% Total 87 644 900 14.61% 14.94%

Babcock & Brown Limited Hidroeléctrica de Dornelas, Lda 60 000 000 10.00% 10.23% Veryotherco - Consultoria e Serviços, S.A. 54 225 0.01% 0.01% Afonso Manuel Proença 12 500 0.00% 0.00% Total 60 066 725 10.01% 10.24%

Luis Augusto da Silva Cinveste SGPS S.A. 25 407 626 4.23% 4.33% Cinveste Finance 4 503 934 0.75% 0.77% Pedro Bordalo Silva 26 000 0.00% 0.00% Total 29 937 560 4.99% 5.10%

Banco Privado Português Kendall Develops S.L. 29 688 679 4.95% 5.06% Clients BPP 1 049 180 0.17% 0.18% Total 30 737 859 5.12% 5.24%

Peter Doherty Capital Partners PTY LTD 20 165 497 3.36% 3.44%

Caixa de Aforros de Vigo, Ourense e Pontevedra (CAIXANOVA) 12 000 000 2.00% 2.05% 10 CORPORATE GOVERNANCE 114

ACQUISITIONS /DIVESTITURE OF COMPANY INTEREST-BEARING SECURITIES HELD BY MEMBERS OF THE GOVERNING BODIES DURING 2007

Article 447 number 5 of Código das Sociedades Comerciais and sub-paragraph c) of number 1 of Chapter IV of the Annex of CMVM Regulation number 7/2001

Name Balance 31-12-06 Buy Sell balance 31-12-2007 Vasco de Mello 584 352 - 9 Aug. 553 121 23 798 - 10.30 € 10 Aug. 7 433 - 10.25 € Pedro Rocha e Melo 532 000 - - 532 000 Daniel Amaral 538 700 - 5 Oct. 525 000 13 700 – 9.20 € João Azevedo Coutinho 482 580 - - 482 580 João Bento 467 190 - - 467 190 António Fernandes de Sousa 1 520 - - 1 520 António Nogueira Leite 0 - - 0 Isidro Fainé 1 200 - - 1 200 Luis Telles de Abreu 0 - - 0 António Lamas 0 - - 0 João Vieira de Almeida 0 - - 0 Martin Rey 0 - - 0 Pedro Bordalo Silva - - - 26 000 Pedro Infante de la Cerda Ribeiro da Cunha - - - Tirso Olazábal Cavero ---- Francisco Xavier Alves

LIST OF TRANSACTIONS OF OWN SHARES

Date ISIN Number Market Nature Unitary Total shares Motive of Shares Price (€) held after the transaction 03-05-2007 PTBRI0AM0000 333 613 Stock Exchange Buy 9.70 11 754 499 Strengthen portfolio of shares 07-05-2007 PTBRI0AM0000 25 000 Stock Exchange Sell 9.75 11 729 499 Decrease portfolio of own shares 23-05-2007 PTBRI0AM0000 30 000 Stock Exchange Sell 9.77 11 699 499 Decrease portfolio of own shares 27-06-2007 PTBRI0AM0000 106 250 Stock Exchange Sell 10.00 11 593 249 Management Incentive Plan 17-08-2007 PTBRI0AM0000 301 000 Stock Exchange Buy 9.42 11 894 249 Strengthen portfolio of own shares 20-08-2007 PTBRI0AM0000 43 317 Stock Exchange Buy 9.49 11 937 386 Strengthen portfolio of own shares 21-08-2007 PTBRI0AM0000 25 000 Stock Exchange Buy 9.40 11 962 386 Strengthen portfolio of own shares 31-08-2007 PTBRI0AM0000 150 000 Stock Exchange Buy 9.38 12 112 386 Strengthen portfolio of own shares 11-09-2007 PTBRI0AM0000 320 000 Stock Exchange Buy 9.14 12 432 386 Strengthen portfolio of own shares 12-09-2007 PTBRI0AM0000 277 355 Stock Exchange Buy 9.21 12 709 741 Strengthen portfolio of own shares 13-09-2007 PTBRI0AM0000 382 387 Stock Exchange Buy 9.08 13 092 128 Strengthen portfolio of own shares 17-09-2007 PTBRI0AM0000 149 844 Stock Exchange Buy 9.07 13 241 972 Strengthen portfolio of own shares 25-09-2007 PTBRI0AM0000 200 000 Stock Exchange Buy 8.98 13 441 972 Strengthen portfolio of own shares 115 . Annual Report 2007

2 – EXECUTIVE COMMITTEE 3 D) LIST OF INCOMPATIBILITIES

Under the terms defined in the Statutes, the Board of There is no list of incompatibilities applicable to the Directors meets on a quarterly basis and the executive members of the board of directors. management of the company is attributed to an Executive Committee composed of 5 members. 3 E) NUMBER OF MEETINGS

3 A) DELIMITATION OF POWERS The Board of Directors met eight times during 2007 with BETWEEN THE CHAIRMAN OF THE an average participation of its members of approximately BOARD OF DIRECTORS AND CHAIRMAN 90% and the Executive Committee met fifty one times, OF THE EXECUTIVE COMMITTEE also with an average participation of 90%.

In accordance with the governance model adopted at The Committe for Corporate Government and BRISA, the Chairman of the Board of Directors is the Sustainability met five times during 2007. Chairman of the Executive Committee. The Audit and Risk Government Committee met three times during 2007. 3 B) LIST OF ISSUES BARRED TO THE EXECUTIVE COMMITTEE 4 - REMUNERATION The Executive Committee has been invested with the broadest management powers, except for those which The remuneration policy for members of the Board of are, for legal or statutory reasons, reserved for the Board Directors is established in the statement of the of Directors. Under these terms, the following duties are Remuneration Committee quoted on page 75. reserved for the Board of Directors: Remuneration • Definition of the major strategic guidelines which the (Remuneration policy) Company’s management must observe Executive directors: • Cooptation of directors Fixed remuneration: 1 818 589 Euros • Request for the calling of a General Assembly Variable remuneration: 1 290 000 Euros • Annual and Quarterly Reports and Financial Defined benefits: 244 860 Euros Statements • Provision of surety bonds and personal or tangible Non-executive directors: securities on the company’s behalf Fixed remuneration: 469 334 Euros • Change of head office and capital increases, under the terms established in the Articles of Association The abovementioned values represent the total amount • Mergers, demergers and transformation of the paid during 2007. The directors of BRISA Auto-Estradas company de Portugal, S.A. do not receive any retribution or any other benefits for performing their roles they may have ay Any relevant business, even if it has been delegated to the other companies of the BRISA Group. Information on Executive Committee, may be submitted to the Board of individual remuneration of the members of the Board of Directors, pursuant to deliberation of the Executive Directors is not disclosed (as recommended by the Committee or its Chairman. CMVM), consistent with the company’s view of the board’s collective nature, in which all members are equally responsible for the conduct of the company’s business. 3 C) INFORMATION TO THE MEMBERS OF THE BOARD OF DIRECTORS

All members of the Board of Directors have unrestricted access to issues discussed and decisions made by the Executive Committee. In addition, the meetings of the Board of Directors include as a rule a progress report on the company’s most relevant business matters. 11 . Annual Report 2007

Traffic Statistics 117 . Annual Report 2007

Main Concession

A1. NORTH MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

ALVERCA - V. F. XIRA NÓ 2 2.0 1.8 77 706 72 087 -7.2% -7.2% V.F.XIRA NÓ 2 - V. F. XIRA 1.2 1.1 81 787 76 289 -6.7% -6.7% V. F. XIRA - NÓ A1 / A10 1.3 1.1 67 280 61 503 -8.6% -8.6% NÓ A1 / A10 - CARREGADO 0.2 0.2 67 303 69 425 3.1% 3.2% CARREGADO - A. CIMA 2.8 2.8 48 535 49 782 2.6% 2.6% A. CIMA - CARTAXO 1.6 1.6 37 606 39 219 4.3% 4.3% CARTAXO - SANTARÉM 1.1 1.1 37 753 39 335 4.2% 4.2% SANTARÉM - NÓ A1 / A15 0.2 0.2 42 104 43 438 3.2% 3.2% NÓ A1 / A15 - T. NOVAS 3.9 4.0 39 649 40 841 3.0% 3.0% T. NOVAS - FÁTIMA 2.1 2.2 28 384 29 278 3.2% 3.2% FÁTIMA - LEIRIA 1.6 1.7 28 860 29 910 3.6% 3.6% LEIRIA - POMBAL 2.7 2.7 30 657 31 374 2.3% 2.3% POMBAL - CONDEIXA 3.1 3.3 30 951 32 451 4.8% 4.8% CONDEIXA - COIMBRA S. 1.0 1.0 35 791 37 128 3.7% 3.7% COIMBRA S. - COIMBRA N. 1.0 1.0 31 377 32 579 3.8% 3.8% COIMBRA N. - MEALHADA 1.3 1.4 30 868 32 052 3.8% 3.8% MEALHADA - AVEIRO S. 2.6 2.7 30 012 31 063 3.5% 3.5% AVEIRO S. - ALBERGARIA 1.4 1.5 26 444 27 331 3.4% 3.4% ALBERGARIA - ESTARREJA 1.8 1.9 47 747 50 343 5.4% 5.4% ESTARREJA - FEIRA 1.6 1.7 26 185 27 456 4.9% 4.9% FEIRA - NÓ IC24 1.1 1.2 30 771 32 990 7.2% 7.2% NÓ IC24 - CARVALHOS 0.9 1.0 33 710 35 672 5.8% 5.8% A1 36.4 37.3 35 879 36 762 2.5% 2.5%

(a) traffic in 108 veic.km

A2. SOUTH MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

FOGUETEIRO - COINA 1.6 1.7 49 727 51 949 4.5% 4.5% COINA - PALMELA 1.4 1.5 33 831 35 205 4.1% 4.1% PALMELA - NÓ DE SETÚBAL 0.3 0.3 34 646 35 881 3.6% 3.6% NÓ DE SETÚBAL- MARATECA 1.6 1.6 25 160 25 967 3.2% 3.2% MARATECA - NÓ DA A2 0.2 0.2 22 864 23 669 3.5% 3.5% NÓ DA A2 - ALCÁCER 1.6 1.7 18 153 19 191 5.7% 5.7% ALCÁCER-GRÂNDOLA N. 1.4 1.4 16 386 17 301 5.6% 5.6% GRÂNDOLA N.-GRÂNDOLA S. 0.7 0.8 12 973 13 609 4.9% 4.9% GRÂNDOLA S. - ALJUSTREL 1.2 1.2 10 218 10 781 5.5% 5.5% ALJUSTREL - CASTRO VERDE 1.0 1.0 10 090 10 562 4.7% 4.7% CASTRO VERDE - ALMODÔVAR 1 0.7 0.7 11 149 11 690 4.9% 4.9% ALMODÔVAR - S.B.MESSINES 1.4 1.4 11 318 11 877 4.9% 4.9% S.B.MESSINES - PADERNE 0.5 0.5 11 119 11 681 5.1% 5.1% A-2 13.5 14.1 16 425 17 202 4.7% 4.7%

(a) traffic in 108 veic.km 11 TRAFFIC STATISTICS 118

A3. PORTO / VALENÇA MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

MAIA - STº TIRSO 2.3 2.4 50 034 51 164 2.3% 2.3% STº TIRSO - FAMALICÃO 0.9 0.9 43 806 44 554 1.7% 1.7% FAMALICÃO - CRUZ 0.7 0.7 22 057 22 665 2.8% 2.8% CRUZ - BRAGA S. 0.5 0.5 18 880 19 337 2.4% 2.4% BRAGA S. - CELEIRÓS 0.1 0.1 8 254 8 239 -0.2% -0.2% BRAGA S. - BRAGA O. 0.6 0.6 7 710 7 786 1.0% 1.0% BRAGA O. - EN 201 0.3 0.3 8 586 8 801 2.5% 2.5% EN 201 - P. DE LIMA S. 0.0 0.0 11 293 11 691 3.5% 3.5% P. LIMA S. - P. LIMA N. 0.6 0.7 8 518 9 061 6.4% 6.4% P. LIMA N. - EN 303 0.2 0.3 8 265 8 808 6.6% 6.6% EN 303 - VALENÇA 0.1 0.1 14 837 15 332 3.3% 3.3% A-3 6.4 6.6 17 623 18 098 2.7% 2.7% (a) traffic in 108 veic.km

A4. PORTO / AMARANTE MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

ERMESINDE - VALONGO 0.7 0.6 44 077 41 370 -6.1% -6.1% VALONGO - CAMPO 0.8 0.7 42 836 39 100 -8.7% -8.7% CAMPO - BALTAR 0.8 0.7 34 880 31 086 -10.9% -10.9% BALTAR - PAREDES 0.7 0.6 30 875 26 884 -12.9% -12.9% PAREDES - GUILHUFE 0.3 0.2 27 546 23 561 -14.5% -14.5% GUILHUFE - PENAFIEL 0.2 0.2 26 835 23 066 -14.0% -14.0% PENAFIEL - IP9 0.7 0.6 23 927 20 628 -13.8% -13.8% IP9 - AMARANTE MD 0.8 0.8 15 402 15 879 3.1% 3.1% A-4 4.9 4.5 27 767 25 387 -8.6% -8.6%

(a) traffic in 108 veic.km

A5. COSTA DO ESTORIL MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

E. NACIONAL - OEIRAS 1.7 1.7 129 743 1 29 730 0.0% 0.0% OEIRAS - CARCAVELOS 1.0 1.0 83 370 84 472 1.3% 1.3% CARCAVELOS - ESTORIL 0.8 0.8 55 190 56 226 1.9% 1.9% ESTORIL - ALCABIDECHE 0.6 0.6 36 383 37 066 1.9% 1.9% A-5 4.1 4.2 72 392 73 101 1.0% 1.0%

(a) traffic in 108 veic.km 119 . Annual Report 2007

A6. MARATECA / CAIA MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

NÓ DA A2 - V. NOVAS 0.6 0.7 9 120 9 435 3.5% 3.5% V. NOVAS - MONTEMOR O. 0.6 0.6 8 520 8 811 3.4% 3.4% MONT. O. - MONT. E. 0.2 0.2 7 833 8 101 3.4% 3.4% MONT. ESTE - ÉVORA O. 0.4 0.4 6 902 7 141 3.5% 3.5% ÉVORA O. - ÉVORA E. 0.2 0.2 3 334 3 436 3.0% 3.0% ÉVORA E. - ESTREMOZ 0.4 0.5 4 053 4 194 3.5% 3.5% ESTREMOZ - BORBA 0.1 0.1 3 103 3 196 3.0% 3.0% BORBA - ELVAS 0.3 0.3 3 152 3 231 2.5% 2.5% A-6 2.8 2.9 5 520 5 703 3.3% 3.3%

(a) traffic in 108 veic.km

A9. CREL - MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

E. NACIONAL - QUELUZ 0.5 0.5 39 530 40 646 2.8% 2.8% QUELUZ - RAD. PONTINHA 0.9 1.0 40 892 43 892 7.3% 7.3% R. PONTINHA - R. ODIVELAS 0.7 0.7 26 897 28 839 7.2% 7.2% R. ODIVELAS - LOURES 0.3 0.4 27 008 28 956 7.2% 7.2% LOURES - ZAMBUJAL 0.3 0.3 23 272 25 561 9.8% 9.8% ZAMBUJAL - NÓ A9 / A10 0.5 0.5 15 177 16 768 10.5% 10.5% NÓ A9 / A10 - ALVERCA 0.2 0.1 16 511 11 281 -31.7% -31.7% A-9 3.3 3.5 26 506 27 876 5.2% 5.2%

(a) traffic in 108 veic.km

A10. BUCELAS / CARREGADO / IC3 MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

NÓ A9 / A10 - ARRUDA 0.1 0.3 3 962 11 278 184.7% 184.7% ARRUDA - NÓ A1 / A10 (1) 0.0 0.3 657 7 751 NÓ A1 / A10 - BENAVENTE(2) 0.1 5 793 BENAVENTE - NÓ A10 / A13 0.0 0.0 445 1 470 230.1% 230.1% A-10 Rede Homóloga 0.1 0.3 2 142 6 203 189.6% 189.6% A-10 Rede Total 0.1 0.8 594.6%

(a) traffic in 108 veic.km

(1) 2006 data refer of the last 14 last days of the year

(2)2007 data refer of the last 177 days of the year 10 TRAFFIC STATISTICS 120

A12. SETÚBAL / MONTIJO MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

P. NOVO - MONTIJO 0.7 0.7 20 292 20 445 0.8% 0.8% NÓ DE SETÚBAL - P. NOVO 0.7 0.7 19 747 19 823 0.4% 0.4% NÓ DE SETÚBAL- SETÚBAL 0.6 0.6 30 312 30 959 2.1% 2.1% A-12 2.0 2.0 22 233 22 462 1.0% 1.0%

(a) traffic in 108 veic.km

A13. ALMEIRIM / MARATECA MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

ALMEIRIM - SALVATERRA 0.5 0.5 4 833 4 939 2.2% 2.2% SALVATERRA - NÓ A10 / A13 0.2 0.2 4 630 4 846 4.7% 4.7% NÓ A10 / A13 - STº ESTEVÃO 0.2 0.2 4 492 5 394 20.1% 20.1% STº ESTEVÃO - PEGÕES 0.3 0.4 4 707 5 393 14.6% 14.6% PEGÕES - NÓ A2 / A6 / A13 0.2 0.2 4 662 5 315 14.0% 14.0% A-13 Rede Total 1.4 1.5 4 701 5 147 9.5% 9.5%

(a) traffic in 108 veic.km

A14. FIGUEIRA DA FOZ / COIMBRA (NORTH) MOTORWAY

Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

STª EULÁLIA - MONTEMOR 0.1 0.1 4 904 5 016 2.3% 2.3% MONTEMOR - LIG. EN 335 0.2 0.2 5 201 5 342 2.7% 2.7% LIG. EN 335 - ANÇÃ 0.2 0.2 5 379 5 538 3.0% 3.0% ANÇÃ - COIMBRA NORTE 0.1 0.1 7 903 8 409 6.4% 6.4% A-14 0.6 0.6 5 655 5 857 3.6% 3.6%

(a) traffic in 108 veic.km

Traffic (a) ADT Change Brisa Network 2006 2007 2006 2007 Traffic TMDA

Like for like network 75.4 77.4 21 002 21 551 2.6% 2.6% Total network 75.4 77.8 3.2%

(a) traffic in 108 veic.km 121 . Annual Report 2007

Atlântico Concession

A8. LISBOA / LEIRIA MOTORWAY Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

Loures - CREL 0.2 0.26 44 319 47 145 6.4% 6.4% CREL - Lousa 1.5 1.57 52 129 55 392 6.3% 6.3% Lousa - Malveira 0.4 0.44 47 556 50 660 6.5% 6.5% Malveira - Enxara 0.8 0.82 26 764 28 752 7.4% 7.4% Enxara - Torres Vedras Sul 0.9 0.94 25 326 27 219 7.5% 7.5% Torres Vedras Sul - Torres Vedras Norte 0.4 0.46 19 787 21 311 7.7% 7.7% Torres Vedras Norte - Ramalhal 0.2 0.19 21 469 23 097 7.6% 7.6% Ramalhal - Campelos 0.5 0.59 15 397 17 025 10.6% 10.6% Campelos - Bombarral 0.4 0.48 14 937 16 494 10.4% 10.4% Zona Industrial - Tornada (Pagante) 0.1 0.13 9 606 10 331 7.5% 7.5% Tornada - Alfeizerão 0.3 0.33 10 764 12 016 11.6% 11.6% Alfeizerão - Valado de Frades 0.5 0.53 10 703 11 923 11.4% 11.4% Valado de Frades - Pataias 0.3 0.31 10 652 11 901 11.7% 11.7% Pataias - Marinha Grande Sul 0.4 0.40 10 232 11 508 12.5% 12.5% Marinha Grande Sul - Marinha Grande Este 0.2 0.20 9 478 10 330 9.0% 9.0% Marinha Grande Este - Leiria Sul 0.1 0.12 8 087 7 776 -3.8% -3.8% A-8 7.2 7.76 18 930 20 488 8.2% 8.2% (a) traffic in 108 veic.km

A15. LISBOA / SANTARÉM MOTORWAY Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

Arnoia - A dos Negros (Pagante) 0.1 0.07 4 266 4 546 6.6% 6.6% A dos Negros - A dos Francos 0.2 0.18 5 330 5 637 5.8% 5.8% A dos Francos - Rio Maior Oeste 0.1 0.10 4 335 4 585 5.8% 5.8% Rio Maior Oeste - Rio Maior Este 0.1 0.05 4 149 4 482 8.0% 8.0% Rio Maior Este - Malaqueijo 0.2 0.17 5 752 6 118 6.4% 6.4% Malaqueijo - Nó A1 / A15 0.2 0.24 5 759 6 107 6.0% 6.0% A-15 0.8 0.81 5 177 5 497 6.2% 6.2%

Traffic (a) ADT Change 2006 2007 2006 2007 Traffic TMDA

Total Atlântico Concession 7.9 8.57 15 089 16 303 8.0% 8.0% (a) traffic in 108 veic.km

Brisal Concession

A17. LITORAL CENTRO MOTORWAY Traffic (a) ADT Change Subsection 2006 2007 2006 2007 Traffic TMDA

MARINHA GRANDE - LEIRIA NORTE 0.10 4 360 N / A N / A LEIRIA NORTE - MONTE REAL 0.05 4 997 N / A N / A MONTE REAL - MONTE REDONDO 0.05 4 737 N / A N / A MONTE REDONDO - GUIA 0.06 4 525 N / A N / A GUIA - LOURIÇAL (IC8) 0.05 4 263 N / A N / A A-17 Total Network 0.31 4 528 N / A N / A (a) traffic in 108 veic.km

Northwest Parkway Concession

NORTHWESTH PARKWAY ADT Change 2006 2007 TMDA

PARKWAY 11 329 12 483 10,2