INDEX I INTRODUCTION 3 II BRISA CONCESSION 12 III OTHER MOTORWAY CONCESSIONS 17 IV MOTORWAY RELATED SERVICES 23 V VEHICLE INSPECTIONS 35 VI INTERNATIONAL OPERATIONS 38 VII CORPORATE ACTIVITY INDICATORS 42 VIII FINANCIAL REPORT 46 IX CORPORATE GOVERNANCE REPORT 62 X FINAL NOTE 116 XI CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 119 XII TRAFFIC STATISTICS 193

I INTRODUCTION

Brisa 2012. The Year in Review

March - Tagus launches takeover bid for 100% of Brisa's share capital - Via Verde clients rise to 3 million

April - Board of Directors releases report on Takeover Bid

May - Mcall wins the Altitude Innovation Award 2012

June - Brisa Inovação finalizes deployment of Easytoll system for toll collection in SCUT (formerly toll free motorways)

- Logistics Platform interchange on the A1 is concluded

July - Securities Commission approves registration of takeover bid - Takeover bid announcement and prospectus are released - Period of the offer ranges from 17 July to 8 August - Brisa Concessão Rodoviária issues € 225 Million in Bonds "Obrigações BCR Dezembro 2014" - Traffic opens on the Lisbon Logistics Platform (on the A1), 2x1 lanes and 1.3 km in length

August - Special stock exchange session and disclosure of the results of the takeover bid

September - Tagus applies to CMVM for loss of public company status - Brisa Concessão Rodoviária issues € 300 Million in Bonds "Obrigações BCR Abril 2018"

October - Smartphone application iBrisa 2.0 is released - Tests for Via Verde interoperability with Spain are under way - Beginning of construction of Soure Junction (A1) - Traffic resumes on widened sub-stretch Maia/St. Tirso (on A3) - 12.8 km in length

November - Opening of EVOA - Partnership with Companhia das Lezírias - Brisa marks its 40 anniversary - A33 motorway belonging to Baixo Tejo Concession is concluded

December - Brisa's corporate governance is awarded AAA rating by Católica/AEM

I - INTRODUCTION 4 2012 Consolidated Annual Report

Brisa Profile

Brisa Auto-estradas, which started operations 40 years ago, is one of the largest motorway operators in the world and the biggest transport infrastructures company in Portugal. The parent company (Brisa Auto-Estradas de Portugal) holds interests in five different business areas: Brisa and Atlântico concessions, motorway related services, vehicle inspections and international operations. In Portugal, Brisa Auto-Estradas holds six road concessions – Brisa (BCR), Atlântico, Brisal, Douro Litoral, Baixo Tejo and Litoral Oeste – distributed amongst 17 motorways with a total length of 1 678 km. Brisa Concession stands out with 11 motorways under its arm, corresponding to 1126.3 km spread from North to South, East to West of the country. Brisa is active in a number of other road services in support of its motorway operation, as for instance Brisa Operação e Manutenção (BOM), which provides assistance to all domestic concessionaires of the Group. Via Verde, on the other hand, is one of Brisa's most emblematic products - it is an innovating electronic toll payment system that can be found in road concessions, car parks and fuel stations.On the international front, Brisa seeks to take advantage of its skills and experience in the road operation and maintenance fields. Presently, it has ongoing projects in India and Holland/Northern Europe in association with local partners, in the field of road maintenance & operation and road mobility. In the United States Brisa controls the Northwest Parkway, in Denver, Colorado. Brisa is listed on Euronext Lisboa and is included in this market's general index.On 29 March 2012 Tagus Holdings, S.à r l. launched a takeover bid for 100% of Brisa shares. The outcome of the bid was known in August, with the Offeror gaining an 84.81% stake in the company's share capital and 92.06% of its voting rights. On 4 September Tagus applied to the Securities Commission (CMVM) for loss of public company status.On last 11 February, Tagus Holdings, S.à r.l SA, informed that it was notified of CMVM's decision to authorise the company's request for the application of Brisa's loss of public company status subject to Tagus submitting to CMVM within fifteen business days an adequate exit mechanism to safeguard investors that did not sell their shares at the Takeover Bid. Thus, according to CMVM's decision: 1. The consideration must be compatible with provision in article 188 of the Securities Code or provision in paragraph 2 of article 490 of the Companies Code. 2. Approval of the request for loss of public company status will only be effective following CMVM's ratification of the exit mechanism and its implementation; 3. In case Tagus fails to submit such mechanism to CMVM within the said period or CMVM should not approve it, the request shall be deemed rejected and the same will happen if, after being accepted and verified by CMVM, the said mechanism should not be implemented.

I - INTRODUCTION 2012 Consolidated Annual Report 5

Chairman’s Statement

2012, an outstandingly exceptional year The year Brisa celebrated its 40 years was singularly outstanding on three different fronts. First of all, as far as the Portuguese economy is concerned, fall in both private and public consumption and an unprecedented rise in unemployment took a severe toll on the company's business model. At financial level, however, pressure eased in the last quarters, allowing Brisa to make its comeback on debt markets and thus stabilise its financing needs. Finally, at institutional level, Brisa was the object of a takeover bid made by shareholders José de Mello and Arcus, through Tagus, followed by an application for loss of public company status. Goal surpassed The international economic recession and the austerity measures agreed by the Portuguese Government and the Troika within the scope of the financial assistance plan resulted in an unparalleled decline in traffic, which led to a drop in toll revenues by 11%. Against this adverse background, Brisa continued to strive to manage and generate cash, having achieved remarkable gains both in terms of operating costs and current expenditure, which fell by 22% over the previous year. As result, Brisa ended 2012 with a net profit of 42 million euros and net cash generation (EBITDA-CAPEX) of approximately 358 million euros, surpassing the amount posted in 2010. Note that this was our major goal for the year, which with great effort we managed to achieve. Financial stability On the financial front, Brisa Concessão Rodoviária (BCR) - the Group's major asset - placed four medium-long term issues on the debt market, in the total amount of roughly 700 million euros. The issues were placed with Portuguese and foreign investors, in extremely difficult conditions for Portuguese issuers, which attests of BCR's excellent credit profile. As result, Brisa Concession gained increased financial liquidity, extended debt maturity and lower financing risk.Still on the financial front it is worth pointing out the deconsolidation of Brisal and Douro Litoral, which reduced consolidated net debt by 1.5 billion euros. Note that Brisa has recognised in its financial statements of the last few years the total losses corresponding to its shareholder exposure to these two assets. Neutrality during bid process On 29 March, shareholders José de Mello and Arcus, through jointly owned company Tagus, launched a takeover bid for all Brisa shares, at the price of €2.66 per share, having subsequently revised this figure upwards to €2.76 per share. During the offer, the Board took a neutral stance and recommended shareholders to "take their decision as to selling or keeping their shares, taking into account their own investment goals and time horizon". The result of the bid concluded on 9 August was the purchase of 35% of the shares, corresponding to an aggregation of 84.8% of the company's shares and 92% of its voting rights. Subsequently, Tagus applied for loss of public company status with the securities market authority, a process which is still under way. From the "age of infrastructures" to the "age of mobility" Albeit the present unsettled times, which were not the first that Brisa experienced over its 40 years of existence, the company has demonstrated its capacity to respond, namely through continuous search for greater efficiency and process and technological innovation. The challenges which the company will face in the next 40 years are likewise demanding and considerable, but they are rich in opportunities. Technological developments will generate the most diverse changes. People's behaviours will evolve. Factors as disparate as the environment or

I - INTRODUCTION 6 2012 Consolidated Annual Report

markets will promote new efficiency standards. Finally, mobility will continue to be crucial for people's and nations' prosperity.Against this outlook, Brisa redefined its vision, as its business model evolved from an "age of infrastructures" focused on supply to an "age of mobility" focalized on demand and the client. The new model is much more demanding and complex, it has new variables and players and is increasingly distant from the common motorway concept. Thanks to the work carried out over the last few years, Brisa is presently a much more flexible, efficient and solid company, a company fully equipped to promote a new growth cycle and achieve its mission, i.e. to provide efficient mobility to people.

I - INTRODUCTION 2012 Consolidated Annual Report 7

Key Performance Indicators

NETWORK 2008 2009 2010 2011 * 2012 Number of motorways under direct concession 16 13 14 14 13 Number of kilometres of motorways under direct concession 1 356 1 227 1 227 1 231 1 138 Number of kilometres under direct concession open to traffic 1 254 1 201 1 201 1 206 1 113 Number of kilometres open to traffic, including subsidiaries 3 270 3 333 1 497 1 476 1 509 Number of kilometres open to traffic, adjusted to % ownership 1 644 1 625 1 326 1 305 1 310 OPERATION (in million euro) 1 2008 2009 2010 2011* 2012 Total operating income, euro 686 677 674 670 591 Toll revenues, euro 583 590 574 544 469 Toll revenue/Total operating income, % 85% 87% 85% 81% 80% EBITDA 2 482 482 474 459 411 EBITDA margin, % 70% 71% 70% 69% 69% EBIT 3 276 217 52 267 203 EBIT margin, % 40% 36% 8% 40% 34% Net profit for the year attributable to shareholders 151 158 778 -82 41.9 BALANCE SHEET (amounts in million euro) 2 2008 2009 2010 2011 2012 Share capital, fully paid-up 4 600 600 600 600 600 Equity and minority interest 1 366 1 338 1 893 1 323 1 339 Liabilities 4 228 3 975 4 192 5 161 3 577 Total net assets 5 594 5 313 6 086 6 484 4 922 Equity/Net Assets, % 24% 25.2% 31.1 20.4 27.1 Return on Equity (ROE), % 8.9% 11.0% 58.2 -4.3 3.4 Return on Assets (ROA), % 2.8% 2.7% 14.7 -1.4 0.7 DEBT 2 2008 2009 2010 2011 2012 Net debt 3 674 3 344 2 199 3 517 2 038 Net Debt/EBITDA, % 7.6 6.9 4.6 7.7 5.1 EBITDA/Interest charges, % 2.5 3.4 3.5 3.4 3.3 SHARES 2008 2009 2010 2011 2012 Number of issued shares, million 600 600 600 600 600 Price at year end, euro 5.35 7.18 5.22 2.55 2.14 Market capitalization at year end, million euro 3 211 4 308 3 131 1 527 1 284 Net earnings per share, (euro cents) 26 26 130 -15 8 (Gross) dividend per share 31 311 31 - - PER at year end 21 29 4 -17.1 28.2

1 IFRS 2 Earnings before interest, tax, depreciation and amortisation 3 Earnings before interest and tax 4 Nominal value of one euro per share *2011 reexpressed due to Brisal and Douro deconsolidation

I - INTRODUCTION 8 2012 Consolidated Annual Report

Macroeconomic Overview

Economic growth recorded in 2011 was reversed in 2012 with GDP falling by 1.5%. In 2012 the economy’s adjustment process boosted by restrictive fiscal measures resulted in dwindling public and private demand. According to the latest forecasts (European Commission, Dec 2012) Gross Domestic Product will fall by 3.0%, and as far as Private Consumption is concerned, it is expected to tumble by 6% in relation to 2011 (-5.7%). Prices and Financial Markets Inflation rates remained high during 2012, pushed by energy and other raw-materials prices. In July 2012 the European Central Bank Council decided to lower its key interest rate by 0.25 percentage points (pp) to 0.75%, which is a new historic low. Against this background, short term interest rates denominated in Euro pulled further downwards since the beginning of 2012 having since then and almost uninterruptedly hit historic lows every day. The EUR/USD exchange rate fluctuated throughout the year, falling to 1,319 at end December 2012, which represents a lossn of 2.0% as against December 2010. Notwithstanding, the average exchange rate stood at 1,285, increasing by 7.7% in value as compared to 2011. After hitting maximum levels at the end of January, the cost of the Portuguese sovereign debt recovered throughout the year to levels below those that triggered external aid, falling by almost 1 000 basis points from end-January to year-end for 10-year bonds. This positive trend also occurred in terms of perceived credit risk, as measured by the pricing of its Credit Default Swaps (CDS), which recovered to 443 b.p. at the end of the year from 1 093 b.p. in January. Road fuel Following a sharp increase in fuel prices in 2011 (+12.5% and +19.1% in gasoline and gasoil, respectively), in 2012 retail selling prices continued to rise, albeit less steeply (by 6.0% in average).

Monthly evolution of retail prices of road fuels, 20112012

Gasoline €1,80 Gasoil €1,70

€1,60

€1,50

€1,40

€1,30

€1,20 J F M A M J J A S O N D J F M A M J J A S O N D 2011 2012 Source: Direcção Geral de Energia e Geologia

I - INTRODUCTION 2012 Consolidated Annual Report 9

This price deterioration led to a decrease in sales. Although the rise in prices was lower in 2012 than in 2011, cumulative sales up to October 2012 fell more than in the same period of 2011 (-9.0% vs. -6.0%).

Annual average retail price of road fuels

2011 2012 TCA

Gasoline 1,58 € 1,68 € 6,5 %

Gasoil 1,37 € 1,45 € 5,8 %

Annual Growth Rate (AGR)

This situation was mainly due to increasingly declining sales and consumption of gasoil (which accounts for 79% of fuel sales), revealing the increasing financial weariness presently felt by the corporate world following two consecutive years of rising fuel prices.

Evolution of road fuel sales, 20112012 (cumulative figures up to October)

Gasoline Gasoil Total 2011 2012 2011 2012 2011 2012

-4,7% -6,0%

-8,8% -9,0% -9,0% -10,3%

The car market In 2012 the number of cars sold in Portugal totalled 113 thousand, crumbling by 41% over 2011, which had already seen a collapse of 30% as against the volume of sales in 2010. Due to shrinking household disposable income, passenger car sales fell by 38%, whilst light commercial vehicle sales dropped by 54% over 2011 also as result of the financial deterioration particularly affecting small and medium sized companies. Overall, the volume of light vehicle sales tumbled by 41% in 2012. As far as heavy vehicles are concerned, sales declined by 30% in the year under review, although this trend was significantly reversed in the last months of 2012, probably due to tax reasons and not to any upturn in sales.

I - INTRODUCTION 10 2012 Consolidated Annual Report

Cumulative monthly evolution of new car sales in Portugal, 20112012

Jan Fev Mar Abr Mai Jun Jul Ago Set Out Nov Dez -25,0% 29,5% -30,0%

-35,0%

-40,0% 40,9% -45,0%

-50,0%

-55,0% Heavy Vehicles

-60,0% Light Vehicles

Source: ACAP, Associação Automóvel de Portugal

I - INTRODUCTION 2012 Consolidated Annual Report 11

II BRISA CONCESSION

Brisa Concession

Brisa Concessão Rodoviária (BCR), which is 100% owned by Brisa operates a network of 12 motorways. This concession was awarded in 1972 and ends in 2035. BCR’s motorway network consists of 12 motorways, covering 1,126.3 km, including the future access to the New Lisbon Airport. The network subject to concession is almost fully built. BCR operates 11 motorways totalling 1,100.2 km in length, of which 1,014.1 km consist of tolled sub-stretches, including the link to the Alto da Guerra stretch with 4.3 km on the A12 motorway, with a profile 2x1 lane. The network will be completed following the construction of the A33 motorway, i.e. the access to the New Lisbon Airport, which is pending Government approval. The network runs from North to South, East to West, including the country's main road axes, namely the coastal corridor and the Lisbon-Madrid connection. It further includes important circular roads around the metropolitan areas of Lisbon and Oporto.

Characteristics of the Concession in 2012

Length in km Motorways 2x1 2x2 2x3 2x4 Tolled Tollfree Total lane lanes lanes lanes

A1 - Auto-estradado Norte 279,1 17,4 296,5 1,3 160,6 127,3 7,3

A2 - Auto Estrada do Sul 225,2 9,6 234,8 0,0 202,8 32,0 0,0

A3 - Auto-estrada Porto - Valença 101,3 11,5 112,8 0,0 91,6 0,0 8,4

A4 - Auto-estrada Porto - Amarante 48,3 3,0 51,3 0,0 50,3 1,0 0,0

A5 - Auto-estrada da Costa do Estoril 16,9 8,1 25,0 0,0 3,8 21,2 0,0

A6 - Auto-estrada Marateca - Elvas 138,8 19,1 157,9 0,0 157,9 0,0 0,0

A9 - Circular Regional Externa de Lisboa 34,4 0,0 34,4 0,0 0,0 34,4 0,0

A10 - Auto-estrada Bucelas - Carregado - IC3 39,8 0,0 39,8 0,0 7,4 32,4 0,0

A12 - Auto-estrada Setúbal - Montijo 24,8 4,3 29,1 4,3 5,2 19,6 0,0

A13 - Auto-estrada Almeirim - Marateca 78,7 0,0 78,7 0,0 78,7 0,0 0,0

A14 - Auto-estrada Figueira da Foz - Coimbra (Norte) 26,8 13,1 39,9 0,0 39,9 0,0 0,0

Total 1014,1 86,1 1 100,2 5,6 798,2 267,9 15,7

Network widening and expansion In 2012 Brisa completed the construction of the access to the Lisbon Logistics Platform on the A1 motorway, in Castanheira do Ribatejo. This stretch with a 2x1 lane profile and 1.3 km in length was opened to traffic on the 12th of July.

II - BRISA CONCESSION 2012 Consolidated Annual Report 13

The project for the connection to the Poceirão logistics platform continues suspended and the construction of the platform itself did not go forward. The construction of the Soure Junction of the Pombal/Condeixa sub-stretch on the A1 Motorway was awarded and started and should be completed next year. Contracts for the design and construction of footbridges in various toll plazas aimed at improving working and safety conditions were also completed. Lane widening works in various sub-stretches went ahead as planned, in line with the concession contract. In 2012 the widening of the Maia / St. Tirso sub-stretch on the A2 - Porto/Valença motorway covering about 12.8 km was completed and traffic resumed on 25 October. The public tender for the widening of the Carvalhos / Santo Ovídeo sub-stretch on the A1 motorway – Auto-estrada do Norte was launched and bids were received for the design/construction of the New North Tunnel of Águas Santas, included in the widening of the Águas Santas / Ermesinde sub- stretch in the A4 – Porto / Amarante motorway. This contract is presently in awarding phase. Network maintenance At road maintenance level, in addition to various specific works carried out, the following construction works were completed: Stabilisation of embankment slopes located on km 218+700 and km 218+800 (S/N and N/S direction), on the Almodôvar / São Bartolomeu de Messines sub-stretch of the A2 motorway; Repair of embankment slope located on km 229+100 (N/S) and km 229+300 (S/N), on the São Bartolomeu de Messines / Paderne sub-stretch of the A2 motorway; Road pavement improvement and reinforcement on the Carregado / Aveiras de Cima sub-stretch of the A1 motorway; Improvement of road pavement on km 14+570 and km 15+000, North/South direction of the Almada / Fogueteiro sub-stretch on the A2 motorway; Road pavement improvement and reinforcement of Famalicão / Cruz sub-stretch on the A3 – Porto / Valença motorway; Improvement and reprofiling of pavement on the Águas Santas Junction, EN12 / Águas Santas sub- stretch on the A3 - Porto / Valença motorway; Improvement of rigid pavement of the Paredes / Penafiel, sub-stretch on the A4 - Porto / Amarante motorway; Pavement repair of the Elvas / Caia sub-stretch on the A6 – Marateca / Caia motorway; Maintenance of engineering structures on the A1 – Norte motorway, A2 - Sul motorway, A5 - Costa do Estoril motorway and A12 - Setúbal / Montijo motorway. On 31 December 2012 contracts for the repair of unstable slopes on the A10 motorway and repair and reinforcement of hydraulic passage on the A9 motorway were still underway. Following a tender process, the company is presently assessing proposals for pavement improvement works on the Vila Franca de Xira II / Carregado sub-stretches and for slope stabilisation works on km 10+100 and km 11+100 of the St.ª Iria da Azóia / Alverca sub-stretch, both on the A1 motorway. During the year under review, the company continued to carry out regular inspections to road infrastructures, monitoring pavements, slopes and containment structures and other works. The resulting information was introduced into the Pavement and Structures Management Systems and will be used in improvement, reinforcement and stabilisation projects.

II - BRISA CONCESSION 14 2012 Consolidated Annual Report

In the beginning of the fourth quarter, the company awarded contracts for the design and construction of acoustic barriers to be deployed on the Fogueteiro / Coina sub-stretch on the A2 motorway, the Paredes / Penafiel sub-stretch on the A4 Porto/Amarante motorway and on the Maia / Santo Tirso sub-stretch on the A3 Porto / Valença motorway. Direct investment in the network under concession totalled 40 million euro related to new stretches, resurfacing, widenings and other equipments. The largest slice of expenditure, i.e. 17.6 million euro, continues to be allocated to lane widening. Major repairs considered here as expenditure are recorded as operating costs in accounting terms. Traffic In 2012 Annual Average Daily Traffic (AADT) recorded by Brisa Concessão Rodoviária totalled 15 855 vehicles. This volume corresponds to a decline by 14.0% in traffic demand as compared to 2011. In terms of kilometres travelled, this change was negative by 13.7% (0.3% better) as February had one more day in 2012 than in 2011. This poor traffic development was mainly the result of an unfavourable macro economic situation, worsened slightly by competition effects experienced in 2012. Completion of the IC17 (CRIL) motorway in April 2011 had a negative impact on traffic demand of the A9 motorway in 2012, although lower than that recorded in the previous year. The opening in 2011 of the motorways comprised in the Douro Litoral concession also had a slight adverse effect on traffic demand in Brisa concession, namely on the A1 and A4 motorways. The combination of these effects contributed to a decline by 0.8% in Brisa Concession's final results.

Breakdown of annual traffic change

Breakdown 2012

Organic Growth -13.4%

Calendar effect +0.2%

Competition -0.5%

Final Growth -13.7%

Breakdown by motorway As result of the adverse economic environment, all motorways suffered traffic losses, albeit differently. The motorways which recorded less traffic loss were the A1 (Auto-estrada do Norte), A3 (Auto- estrada Porto/Valença), A4 (Auto-estrada Porto/Amarante) and A5 (Auto-estrada da Costa do Estoril), mainly because traffic in these motorways is work-related (services and commuters), being therefore more resilient. An exception to this was the A9 (CREL – Lisbon Outer Ring Road), which albeit also serving mainly commuters and work-related travels, experienced the biggest traffic loss. The reason for this particular performance was the transfer of traffic to a newly completed toll-free motorway (IC17 - CRIL), which became an alternative for many travels on the A9. Conversely to the motorways referred to above, also due to the economic crisis, motorways with more seasonal and leisure-related traffic were those experiencing the largest drop in traffic. Such

II - BRISA CONCESSION 2012 Consolidated Annual Report 15

performance was particularly noticeable on the A2 (Auto-estrada do Sul), A6 (Auto-estradas Marateca (A2) - Caia) and A13 (Auto-estrada Almeirim - Marateca) motorways.

Change in annual traffic per motorway

A1 A2 A3 A4 A5 A6 A9 A10 A12 A13 A14 BCR

-6,4% -8,5% -8,4%

-13,1% -14,0% -13,7% -16,6% -18,1% -17,6% -19,9% -23,5% -22,0%

Analysis by class of vehicle The evolution of traffic per type of vehicle reveals a worse performance of heavy vehicles in relation to passenger cars. Heavy vehicles traffic fell by 18.6% whilst passenger car traffic dropped by 13.5%. Accordingly, the breakdown of traffic per toll class shows an increase in Class 1 traffic as compared to remaining classes, also as result of a decrease in the percentage of heavy vehicles to 4.9% in 2012 from 5.2% in 2011.

Traffic structure per toll class Traffic structure by type of vehicle

Class 2011 2012 2012 95,1% 4,9% CL1 83,5% 84,4% CL2 11,3% 10,8% 2011 94,8% 5,2% CL3 0,7% 0,6% CL4 4,5% 4,3% Light Vehicles Heavy Vehicles

II - BRISA CONCESSION 16 2012 Consolidated Annual Report

III OTHER MOTORWAY CONCESSIONS

Atlântico Concession

The Atlântico Concession (AEA or Atlântico), which is 50% held by Brisa, includes the operation of the A8 (Lisboa/Leiria) and the A15 (Caldas da Rainha/Santarém) motorways with a total length of 170 km (of which 144 km are tolled and 26 km are toll free), both located in Portugal’s western region. This concession was awarded in 1998 and will end in 2028. The A8 motorway links the Leiria area to Brisal's A17 (Litoral Centro) and to the IC36 motorway operated by sub-concessionaire AELO (Auto-estradas do Litoral Oeste). It further links to Brisa's A9 (CREL) and EP's A21, by south. The A15 also links to Brisa Concession's A1 near Santarém. This network has a strong urban nature, as it serves the northern region of Lisbon's metropolitan area, part of the second North-South road axis and the Western region, one of the most developed regions in the country. Traffic In 2012 Annual Daily Average Traffic (AADT) in Atlântico concession totalled 13 110 vehicles, falling by 12.9% in relation to the previous year. In overall terms, traffic in the concession decreased by 12.7%. As far as the Atlântico Concession is concerned, the cause for the decrease in traffic stemmed mainly from the adverse economic environment, since no other external effects were recorded in 2012. In line with Brisa Concessão, heavy traffic performed much worse than passenger car traffic (-19.9% and -12.6%, respectively). As to the breakdown of traffic per toll class, there was an increase in class 1 and a drop in the relative weight of classes 2 and 4. As result, the percentage of heavy vehicles traffic fell slightly to 3.7%.

Traffic structure per tol l class Traffic structure by type of vehicle

Class 2011 2012 2012 96,3% 3,7% CL1 84.2% 85.2% CL2 11.8% 11.1% 2011 96,0% 4,0% CL3 0.8% 0.8% Light Vehicles Heavy Vehicles CL4 3.2% 2.9%

Litoral Centro Concession

Litoral Centro (Brisal) Concession is 70% held by Brisa and it was awarded for a variable period of 22 to 30 years. Its object is the operation of the A17–Marinha Grande-Mira tolled stretch. The A17-Marinha Grande-Mira stretch runs throughout 92.7 km alongside the A1 and the coast north of Lisbon.

III - OTHER MOTORWAY CONCESSIONS 18 2012 Consolidated Annual Report

The Litoral Centro Concession links to the A8 (Auto-estradas do Atlântico concession) by south and to Costa de Prata Concession by north. Jointly, these three concessions form the second motorway corridor linking Lisbon to Oporto, known as the Complementary Itinerary 1 (IC1) according to the national road plan. This concession also connects to the cities of Figueira da Foz and Coimbra through the A14 (Brisa Concession) and via the IC8 – Louriçal (A17)-Pombal stretch on the A1 motorway. Due to a delay in the completion of the construction works of the Costa de Prata concession, this alternative Lisbon-Oporto corridor only became fully available in September 2009, following the opening of the Angeja-Estarreja stretch. The opening of this stretch establishing an uninterrupted link between Lisbon and Oporto gave rise to a period of strong growth in traffic levels. After a year of strong traffic growth, this trend was reversed due to the introduction of tolls in Costa de Prata concession in October 2010. The introduction of tolls in the said concession considerably increased travelling costs in this corridor, which became more expensive than the A1 alternative. Loss of control and deconsolidation An Arbitral Court was set up in the beginning of the year to decide on the application for financial rebalancing submitted by the concessionaire to the Government viewing to adjust the terms of current contracts to original contractual premises. Given present conditions, the viability of the project is compromised and the concessionaire is no longer capable of fulfilling its future commitments. Deterioration of the macro economic outlook, impelled by the fiscal measures introduced to consolidate and rebalance public finances led to a sharp fall in cash-flow estimates based on the latest traffic figures. Brisa's consolidated financial statements as from 31 October 2012 (i.e. date when the latest traffic estimates became available) ceased to include this concession's assets, liabilities, costs and income. Under present conditions, Brisa could no longer control this concession which was therefore excluded from its consolidation scope. The withdrawal of this company from Brisa consolidation scope had no impact on its consolidated equity and results, since the liabilities assumed by Brisa had been previously and fully recognised. See note of the attached note. Traffic In 2012 Annual Daily Average Traffic (ADT) in Brisal concession totalled 5 217 vehicles, corresponding to an annual decrease by 15.9% as compared to the previous year. In overall terms, traffic in the concession declined by 15.7%. The analysis by class of vehicle shows a balky performance of heavy traffic (-23.3%) and of passenger car traffic (-15.1%). As to the breakdown of traffic per toll class, there was an increase in class 1 to the detriment of remaining classes. As result, the percentage of heavy traffic decreased by 7.0% in relative terms in 2012.

III - OTHER MOTORWAY CONCESSIONS 2012 Consolidated Annual Report 19

Traffic structure per toll class Traffic structure by type of vehicle

Class 2011 2012 2012 93,0% 7,0% CL1 79.8% 81,4% CL2 12.6% 11,6% 2011 92,3% 7,7% CL3 1.2% 1,2% Light Vehicles Heavy Vehicles CL4 6.4% 5,8%

Douro Litoral Concession

The Douro Litoral Concession (Douro or AEDL) which is 45%* held by Brisa, was awarded in December 2007 for a period ending in 2034. This concession comprises the construction and operation of three tolled motorways, totalling 73 km (called network 1) and the operation and maintenance for a 5- year period of the main road axes around the metropolitan area of Oporto (called Network 2). This second network is approximately 53 km long, placing the total length of the concession at approximately 126 km. 2012 was the first year of full operation and was essentially marked by the presentation in July of an application for the financial rebalancing of the concession, following the Government's unilateral decision to abandon the construction of sub-concession Auto-Estradas do Centro, thus failing to ensure the continuity of the A32 motorway up to Coimbra, which would form an alternative and competing corridor to the A1 motorway for the links between Lisbon, Coimbra and Oporto. This process will continue in 2013 with the beginning of arbitral proceedings. In operating terms, the year was mainly marked by negative results deriving from reduced traffic, mostly due to the missing link of the A32 motorway referred to above. We further highlight the development of works in the said Network 2, within the scope of the concession's reversal to Estradas de Portugal, S.A., which will occur in February 2013, namely: contract for the supply, installation and deployment of traffic management and control system; construction of acoustic barriers in different locations of the network; pavement improvement and/or repair works; works in engineering structures; repair of mechanical, electrical and lighting elements; signalling improvement works. As mentioned above, 2013 will be marked by the restitution of Network 2 to the Government-owned Estradas de Portugal, S.A. and the arbitral proceedings concerning the financial rebalancing application submitted in July 2012.

Loss of control and deconsolidation In last July, the company entered an application for the financial rebalancing of the concession viewing to adjust the terms of current contracts to original contractual premises. Given present conditions, the viability of the project is compromised and the concessionaire is no longer capable of fulfilling its future commitments. Deterioration of the macro economic outlook, impelled by the fiscal measures introduced to consolidate and rebalance public finances led to a sharp fall in cash-flow estimates based on the latest traffic figures.

III - OTHER MOTORWAY CONCESSIONS 20 2012 Consolidated Annual Report

Brisa's consolidated financial statements ceased to include this concession's assets, liabilities, costs and income. Under present conditions, Brisa could no longer control this concession which was therefore excluded from its consolidation scope. The withdrawal of this company from Brisa consolidation scope had no impact on its consolidated equity and results, since the liabilities assumed had been previously and fully recognised.

(*) – Brisa has purchased almost all shares of AEDL (99,98%) but it is still waiting for the grantor's approval to formalize this operation, having assumed all responsibilities relating to the holdings of remaining shareholders.

Traffic In 2012 Annual Daily Average Traffic (AADT) in Douro Litoral concession totalled 4 055 vehicles, increasing by 1.6% in relation to the previous year. Traffic almost doubled (96.5%) but this is because of the difference in the number of months of operation each year, since the concession opened to traffic in April (A41 and A43) and October (A32) 2011 and 2012 was the first full year of operation. in 2012 heavy vehicles traffic accounted for 5.2% of total traffic declining slightly in relation to 2011, which was due to the fact that heavy vehicle traffic grew below passenger car traffic (67.0% and 98.4%, respectively).

Traffic structure per toll class Traffic structure by type of vehicle

Class 2011 2012 2012 94,8% 5,2% CL1 77.4% 80,1% CL2 16.5% 14,8% 2011 93,9% 6,1% CL3 1.0% 0,9% Light Vehicles Heavy Vehicles CL4 5.1% 4,3%

Baixo Tejo Concession

Baixo Tejo (AEBT) Sub-concession is 30% held by Brisa and was awarded to AEBT – Auto-Estradas do Baixo Tejo, S.A., on 24 January 2009, for a period of 30 years. Its total length is of 73 km. In general terms, this sub-concession comprises the following: Construction and operation of two motorway stretches - IC32 – Palhais /Coina and IC32 – Casas Velhas Palhais (including Link to Trafaria and Link to Funchalinho) which are both tolled except for local traffic in this last stretch and in ER377-2 – Costa da Caparica / Fonte da Telha, which are toll- free. The concession contract further includes improvement works and operation of Avenida do Mar, between Fonte da Telha and Belverde. The total length of these roads is 39 km. Operation and maintenance of stretches already operating - IC32 – Coina / Montijo (IP1), IC3 – Montijo (IP1) / Alcochete, IC20 – Via Rápida da Caparica and IC21 – Via Rápida do Barreiro, totalling 34 km. During the year under review, the sub-concessionaire's main activity focused the completion and opening to traffic of the entire network - except for the construction of Stretch ER377-2 and improvement of Av.Mar. The last sub-stretch - A33/IC32 –Coina/Penalva opened to traffic in November, thus completing the A33 stretch with a total length of 17.7 km

III - OTHER MOTORWAY CONCESSIONS 2012 Consolidated Annual Report 21

In 2012 a Memorandum of Understanding (“MoU”) was entered between EP – Estradas de Portugal and AEBT, laying down a number of intentions and positions concerning a future renegotiation of the Sub-Concession contract, viewing namely, to alter respective object, confirming the withdrawal of the works relating to the ER377-2/Av.Mar and the restitution to EP of the IC20, IC21, IC3 and IC32 stretches between Alcochete and Montijo. Finally, the company submitted to EP an application for the financial rebalancing of the sub- concession as concerns the costs arising out of EP's unilateral imposition, from AEBT's perspective, of: (i) a toll collection system which is not exclusively electronic and (ii) a second toll collection entity, with all its associated costs, both of which had not been agreed in the Base Contract. As relevant facts expected in 2013, we point out the development and possible conclusion of provisions set forth in the MoU, the development of the financial rebalancing process and the completion in the first half of the year of the pavement renovation works on the A33/IC32 – Coina/Montijo (IP1) stretch. Traffic The average daily traffic volume amounted to 4 522 vehicles.

Litoral Oeste Concession

The Litoral Oeste (AELO) sub-concession is 15% held by Brisa. The concession was awarded in December 2009 for a period of 30 years (up to 2039). It will involve a total investment of 622 million euro and a total length of 109.6 km (construction and operation of 80.6 km, plus operation of 25.9 km and widening in 3.1 km). The following roads are operated by Auto-Estradas do Litoral Oeste S.A. since 26 April 2009: Circular Oriental de Leiria (COL), Via de Penetração de Leiria (VPL), EN 1-Nó do IC9/Nó de S. Jorge (IC2), IC2 - Nó IC 36/Nó EN 109 and IC9 – Carregueiros/Tomar totalling 24 km in length. On 9 October 2009, following the beginning of operation of the Vale dos Ovos/Carregueiros sub- stretch, the operation covered 29 km of roads. October 2010 saw the beginning of operation of the EN242 – Nazaré by-pass, totalling 5 Km in length whereas the widening of the IC2 from Gândara junction to the A8 junction was completed at the end of the said year. This road is known as A19. In 2011 the company began the operation of the following stretches: Alcôa viaduct, EN 242 - Nazaré by-pass (Rot.1) junction to the EN242 (south), with 0.7 Km, A19 (IC 2) - Batalha by-pass (A19) stretch with 13.2 km and A8 (IC 36) stretch with 6.0 km in length. In 2012 the stretches newly operated were: IC9 – Nazaré-Alcobaça/EN1 (IC2), with 17 km, IC9 – EN1 (IC2) – Fátima – Ourém (Alburitel) stretch with 39 km in length, thus completing the constructed network. At the end of 2012 the total network of Auto-Estradas do Litoral Oeste under operation amounted to 109,549 Km. Traffic The average daily traffic volume amounted to 2 214 vehicles.

III - OTHER MOTORWAY CONCESSIONS 22 2012 Consolidated Annual Report

IV MOTORWAY RELATED SERVICES

Background

Included in its reorganization process and aiming at increasing efficiency, Brisa decided to split off the operation and maintenance activities developed by the Group and create a new company for this exclusive purpose - Brisa O&M. (Brisa O&M). Brisa O&M, which started operating on 23 December 2009, is focused on providing specialized monitoring, operation, maintenance and customer assistance services to motorway concessionaires and other infrastructures. The setting up of Brisa O&M resulted from the merger of former Brisa Assistência Rodoviária with a number of road operation and maintenance service departments of Brisa Auto-Estradas. The merger covered personnel and equipment resources. Brisa O&M has thus over 30 years of effective experience in the rendering of road operation, maintenance and assistance services. Operation and service excellence At current operation level, Brisa O&M's activity includes monitoring of operations and equipment, staff management, collections, control and recovery of generated revenues. Excellence in the service rendered to road users is one of Brisa O&M’s most important values. Active traffic management, customer information and satisfaction, road assistance and the contractual management of a network of service stations are some of its reference services. In support to the services provided to its clients – road concessionaires - and aiming at continuing to improve its efficacy and efficiency, Brisa O&M Quality Management System is certified according to NP EN ISO 9001:2008, in the area of “Traffic Control and Road Operation, Monitoring and Maintenance and Assistance” since 2010. Direct monitoring All motorways are controlled by 16 Operational Coordination Centres spread throughout the country. Their job is to plan, organize, coordinate and control traffic conditions, collection activities and road maintenance and repair in their respective areas, complying with contractual obligations and maintaining high levels of quality and customer satisfaction. These centres develop their activity in close cooperation with Brisa O&M central departments, namely Operations (tolls, road assistance and operational coordination centre), Monitoring and Maintenance, Systems and Equipment, Traffic and Revenues, Clients and Contract Management. The Centres manage traffic, equipment and road maintenance (namely pavements, engineering structures, buildings and other), landscaping and signalling, environmental management, waste disposal and monitoring and safety management. Presently, the company manages the operation of the following concessions: Brisa (BCR); Douro Litoral (AEDL) and Brisal and Baixo Tejo (AEBT) and Litoral Oeste (AELO) sub-concessions; on Atlântico (AEA) and Túnel do Marão (TDM) its activity is limited to road assistance services. In 2012 the operated network totalled 1 655 km. Throughout the year, Brisa O&M monitored and patrolled 13 159 297 km, corresponding to an average of 35 954 km travelled every day, giving rise to 121 146 interventions distributed as follows:

IV - MOTORWAY RELATED SERVICES 24 2012 Consolidated Annual Report

Road Assistance Breakdown

Total interventions 2012

Assistance 13 176

Help and Protection 59 292

Accidents 9 150

Traffic 6 954

Works 19 398

Other 13 176

Total 121 146

Centralized management Located in Carcavelos, on the Brisa head-office campus, the Operational Coordination Centre (OCC) centralises emergency and patrolling operations, providing protection and information to road users. This support is supplied in close collaboration with the Operational Centres, distributed throughout the motorway networks of the Brisa, Brisal and Douro Litoral concessions and of the Baixo Tejo and Litoral Oeste sub-concessions. The OCC coordinates the resources required for an active traffic management, including assistance to road users and surveillance of traffic conditions. The centre is prepared to extend the provision of these services to future motorway networks. The OCC's activity is backed by road telematic equipment deployed throughout the network. With approximately 231 variable message panels (VMPs) which provide real time information to road users, the OCC operates 735 video cameras, 537 of which in Brisa Concession, covering in this case nearly 80% of the operated network. Adding to the above, there are 1 495 SOS telephones spread throughout the network so that road users may call for assistance. The company has 36 meteorological stations to assess meteorological conditions throughout the network. With the means described above, Brisa O&M can collect all the information required for its operation. Internal resources account for 84% of all the information arriving to the OCC.

Information provided to the OCC through internal means

Total interventions 2012

Brisa Vehicle 50%

Blue Number 12%

Telematics 13%

SOS booth 5%

Other means 4%

Total 84%

IV - MOTORWAY RELATED SERVICES 2012 Consolidated Annual Report 25

The OCC has access to a database of all occurrences, enabling the statistical processing and analysis of relevant operational data. This information also provides input for management indicators, which are used to continuously improve the system. Payment systems Payment systems play a crucial role in increasing service efficiency and quality levels. This area is being renewed, with the introduction in 2010 of a third different system: semi-automatic lane (Via Manual/E-Toll), moving towards an increasing automation of the network. There are 3 payment systems available: Via Verde, VMSA and Via Manual (toll booth operator). Forms of payment (number of transactions carried out) Throughout 2012, the breakdown of transactions according to toll payment system was as follows:

Breakdown of transactions per payment system

Total transactions 2012

Via Verde 126 651 400 68,96 %

Semi automatic Manual Lane (VMSA): 24 708 178 13,45%

Manual Lane with toll booth operator: 32 297 634 17,59%

Total 183 657 212

Payments using the Via Verde system increased in 2012, accounting for 69.4% in 2012 as against 65.0% in 2011.

Breakdown of transactions per payment means

Money 19,2% Credit Cards Via Verde 11,4%

69,4%

The breakdown of transactions per type of lane shows a sharp rise Via Verde payments 69.0% as against 60% in 2011, as the number of clients increased.

IV - MOTORWAY RELATED SERVICES 26 2012 Consolidated Annual Report

Breakdown of transactions per type of lane

Via Verde 17,6% Semi automatic Manual Lane (VMSA) 13,5% Manual Lane with toll booth operator

69,0%

In Brisa Concession, the number of users joining the Via Verde system also grew to 68.8% in 2012 as against 64.6% in 2011, whilst manual payment fell to 17.6% in 2012 from 24.3% in 2011.

Breakdown of Transactions per Type of Lane at BCR

Via Verde 18,3% Semi automatic Manual Lane (VMSA) 12,9% Manual Lane with toll booth operator

68,8%

Customer Information Brisa knows that traffic information is crucial to road users, which is why it is working to strengthen communication channels, seeking to ensure a reliable and easily accessible disclosure of such information. Based on the active traffic management systems operated from the Operational Centre of Carcavelos, Brisa provides road users free access to a set of tools and applications, which contribute to increase service and safety standards. Alert service and "On the Road" tool Road users can subscribe the message service to obtain traffic updating in their daily travels and thus manage their time more efficiently. By entering an origin and a destination on the "On the Road" tool, road users can be informed of travel distances, toll costs and information on other services available along Brisa motorways (service stations, cameras and panels) as well as of any occurrence in real time. Brisa mobile site: m.brisa.pt Optimized for easy access on the majority of mobile devices, the mobile version of Brisa website provides online access to cameras, traffic alerts, "On the Road" application, toll rate calculator and the address of Brisa/Via Verde shops.

IV - MOTORWAY RELATED SERVICES 2012 Consolidated Annual Report 27

iBrisa: information, innovation and interactivity at the service of road users Available for iPhone and Android platforms, iBrisa application provides real time information on traffic conditions. The main information provided by this application concerns the existence of works in progress, accidents or weather conditions affecting traffic in Brisa network motorways. The application also provides access to a number of road users assistance services available at Group level, such as the possibility of scheduling car inspections in one of Controlauto's 46 centres spread throughout the country, or the availability of car parks and services stations equipped with the Via Verde system. www.brisa.pt website Brisa’s website displays information relating to the concessionaires and sub-concessionaires operated by Brisa O&M, namely: real time traffic information, description of the motorway network operated by Brisa and respective toll rates and services available throughout the network. In 2012 the site recorded 2 720 visits/day, corresponding to a total of one million visits. Brisa website – customer area

Brisa site 2011 2012 Number of visits at Brisa site 1 195 297 995 520 Average daily visits 3 275 2 720 www.viaverde.pt Via Verde website Via Verde's website provides information on Via Verde service channels and available services; by entering their respective account, clients can check their Via Verde details and manage their Via Verde contract (Via Verde Online). In 2011 Via Verde banked on promoting this communication channel, encouraging clients to use it in their relationship with the company. The number of Via Verde clients registered online totals 451 thousand. The site recorded 2,6 million visits in 2012. Blue Number – 808 508 508 The Blue Number for Assistance and Information is a front-line instrument for communication between clients and the concessionaires and sub-concessionaires operated by Brisa O&M. Besides being a direct channel to inform clients of traffic conditions, it may also be used to request assistance. This channel centralises all information concerning Brisa, Brisal and Douro Litoral, Baixo Tejo and Litoral Oeste motorway networks and is available for information or assistance calls 24 hours a day, 365 days per year. The line received nearly 118 729 calls in 2012. Via Verde Customer Help Line – 707 500 900 The Via Verde Help Line is a favourite communication channel for Via Verde customers and potential customers. It works every day from 8:30 a.m. to 8:30 p.m., clarifying doubts and solving Via Verde related issues. Last year, the line received nearly 567 208 calls.

IV - MOTORWAY RELATED SERVICES 28 2012 Consolidated Annual Report

Radio Brisa Reporter Brisa Reporter is a partnership with leading radio in urban traffic (TSF), consisting of information given by Blue Number operators, twice a day. Television Brisa provides real time traffic images to main national TV stations through Brisa's own camera circuits. Shops In 2012 customised assistance to road users was ensured by five shops located along Brisa network. These shops provide a fully integrated service, covering all Brisa O&M adhering concessionaires. The service is based on the one-stop-shop concept, solving in one go any issue that may arise. In 2012, these shops assisted 779 120 clients. Brisa values its clients’ opinion and welcomes any contribution likely to improve traffic safety, comfort and conditions in its motorways. To this end, clients have an array of communication means at their disposal, from shops to website, email, letter, fax and RSVP forms available at toll barriers. In 2012 Brisa O&M Customer Claims Department processed 29 000 claims. Service areas There are 27 Service Areas along the motorway networks operated by Brisa O&M, located at an average distance of 40 km from each other. Management and maintenance of the service areas are provided by oil companies as sub-concessionaires, which in their turn may sub-contract the direct and specific management of certain services, under Brisa's supervision and approval. Although the operation of service areas is the direct responsibility of oil companies, Brisa follows their activity closely, periodically and consistently, reviewing operating conditions and service levels. This audit work, which includes "mystery client" visits to service areas on Brisa network, is carried out by an external company specialized in food health and quality. The quality of service provided in Service Areas and customer satisfaction are thus increasingly important. Based on these results, Brisa set up in 2010 a Quality Service Award viewing to reward performance and service quality provided by Service Areas and encourage continuous improvement. In 2010 two Service Areas were distinguished with this award for the service provided in 2009. In 2011 the number of Service Areas awarded grew to seven. The number of service areas which should receive this award in 2012 is estimated at 14. Client satisfaction Brisa O&M carries out client satisfaction surveys on a monthly basis, based on which it then implements corrective measures to improve the service rendered through any channel. In 2012 the global average level of client satisfaction (on a scale of 1 to 4) for each audited service was again clearly positive: - Blue number: 3.53 - Road assistance: 3.53 Road safety Brisa consistently supports prevention campaigns and regularly improves safety conditions throughout its network of motorways.

IV - MOTORWAY RELATED SERVICES 2012 Consolidated Annual Report 29

Amongst the many actions carried out, improvement and reinforcement works are particularly worth noting. These investments include improvement of traffic conditions, lane widening works and new and better signalling equipment. One of the main programmes in this area is the “Safety First” programme, which Brisa has promoted since 2005. This programme has two features: one directed at drivers, by means of awareness- raising campaigns, the other aimed at primary school children, through educational programmes. The balance of road safety on Brisa (BCR) network in 2012 is quite positive as all accident indicators fell this year. Evolution of the Accident Rate

54,16 47,89 44,18 44,02 39,22 46,50 37,95

2006 2007 2008 2009 2010 2011 2012

These figures confirm that safety is one of the main attributes which distinguish motorways from remaining roads. Moreover, they translate Brisa's continuous effort to ensure road safety in its motorways, via active traffic management, road maintenance and repair and information and awareness campaigns.

Via Verde

Via Verde is a toll payment system allowing non-stop electronic toll payment by means of radio communication between an on-board unit (OBU) and the roadside equipment (RSE). Via Verde Portugal operates and develops this leading electronic toll collection (ETC) system at international level, but its largest market is definitely the Portuguese market. The Via Verde system is also available in car parks belonging to different operators and in Galp fuel stations. It is currently being tested in three McDonald's McDrive restaurants. The system is deployed in over 3000 km of motorways and bridges - extended this year to the Baixo Tejo concession, plus 94 car parks and 100 fuel stations, accounting for approximately 72% of toll transactions in Portugal. In car parks, payments made through Via Verde are practically at the same level as tolls paid through this system, in relative terms. Via Verde has now over 3 million users, corresponding to a 10% growth in annual terms, having collected over 253 million motorway tolls in 2012.

IV - MOTORWAY RELATED SERVICES 30 2012 Consolidated Annual Report

Number of clients/tags issued

4.000.000

3.000.000

2.000.000

1.000.000

0 2009 2010 2011 2012

The rise in the number of Via Verde transactions in car parks and fuel stations is also worth noting. In 2012, as the system was installed in the car parks of Cuf Clinic in Torres Vedras, at Trindade Dómus in Oporto, Hotel Inspira Sta. Marta in Lisbon and WShopping mall in Santarém, the number of Via Verde transactions exceeded 10 million, accounting for 3.6% of total electronic transactions in Portugal. The introduction of toll collection in the former SCUT motorways resulted in an increase in the number of infrastructure clients, namely concessionaire and sub-concessionaires, but also a considerable rise in demand for Via Verde tags, which translated in a 10% growth in clients. The use of the Via Verde technology and system to other businesses contributed to strengthen the company's activity.Via Verde Portugal is presently a leading Portuguese company and a reference to its peers at international level. Market activity Via Verde services include the processing of Via Verde transactions, maintenance of the client data base, contract management, marketing of products and services, rendering of technical assistance, claim management, misusage control and prevention and collection of overdue payments. The company designed, develops and manages a complex technological and communications infrastructure on which the central system and supporting applications are based. In operational terms as well, the company manages its structure seeking to maximise economies of scale resulting from the expansion and coverage of the system, with a view to ensure the best service levels at a minimum cost for concessionaires. The re-organisation of its network of stores, including moving the one in Trofa to the centre of Braga, the opening of a new shop in Vila Nova de Gaia and the close down of the store in Loures allowed Via Verde to strengthen its presence and provide customised services, encompassing technical assistance, marketing of products and services and applications for toll payment exemption in specific cases, this until the Government decided to end this benefit at mid-year. According to this Government decision set forth in Ministerial Order 41/2012, of 10 February, some road haulage vehicles were given the possibility of benefiting from discounts in tolls in the formerly toll-free motorways. In line with what happened with the exemptions mentioned above, Via Verde ensured the implementation of these benefits through its client assistance channels. In addition to the network of stores and viewing to ensure total geographic coverage for its clients, Via Verde maintained during the year its various partnerships for the marketing of its products, having even extended the scope of its partnership with Group Salvador Caetano whereby this entity

IV - MOTORWAY RELATED SERVICES 2012 Consolidated Annual Report 31

will provide technical assistance in Coimbra and Prior Velho (here, following the close down of the Loures shop). As far as new products are concerned, rent-a-car clients can now use the via Verde system, as the company entered partnerships with 8 companies in this sector. The company made improvements to the Via Verde website, in order to encourage clients to use this communication means to the detriment of the shops, having resulted in an increase in Via Verde online users (area reserved to clients). Another relevant fact was the increase in the number of clients opting for electronic account statements, which already account for 34% of total statements.There are approximately 465 000 clients registered in Via Verde Online, 30% of which check their account statement electronically. Following engagements made by the Portuguese and Spanish governments, in 2012 Via Verde Portugal and Spanish issuers of electronic devices, specifically Ressa and Novagalicia Banco (NCGB) worked together in a interoperability pilot project, which enabled these companies' clients to travel in any of the selected tolled motorways using respective electronic payment systems. Following the external audit performed by the certifying entity (SGS) at the beginning of 2012, the Company's Quality Management System certified according to ISO 9001:2008 was renewed for further three years. As usual in certification processes, an audit for monitoring this certification will be conducted in 2013. Recent developments 2012 was marked by the development of major actions, motivated by the introduction of tolls in former Scut motorways, which required profound changes at client service level, including redistribution of the network of stores, development of information systems and applications, creation of new products and services, among others. As far as the MDR technology is concerned, migration to equipment installed in motorways, car parks and gas stations was completed during the year, permitting universal use of all tags/clients. In order to allow an integrated management of the systems and business, in anticipation to future needs for technological evolution and rendering of services at European Union level, the company continues to work on the adequacy of its main information systems. In what concerns the Recovery business, in 2012 Via Verde Portugal continued to consolidate this activity, introducing the necessary adjustments and interaction with the Tax Authorities in line with recent legal changes.

Mcall

M Call, S.A., (McCall) is the Group company specialised in call centre services: multi-channel remote attendance services, aimed at improving efficiency of the service provided to Brisa and Via Verde clients. Besides being responsible for answering calls of Via Verde clients, the company provides other system-related services. McCall is also responsible for receiving and handling Brisa's blue number calls, on a 24h/day, 7d/week and 365d/year basis. The system provides a large set of information, namely on travel assistance, traffic, travel route guiding and simulation, toll rates, services in emergency situations and detailed information on services and rest areas available on Brisa network, amongst other services.

IV - MOTORWAY RELATED SERVICES 32 2012 Consolidated Annual Report

The number of calls handled grew by 4.6% in relation to 2011, particularly those relating to inbound services which rose by 65.5%. The company also manages assistance calls made by hearing-disabled clients (via SMS), and handles calls for car inspection bookings with Controlauto.

Brisa Inovação e Tecnologia

Brisa Inovação e Tecnologia (BIT) is the Group company responsible for technological innovation, namely research, development, industrialization, installation and maintenance of toll collection solutions, road information and access control systems and other. Major projects In 2012 BIT worked on various projects, having completed the development, supply and installation of the traffic control and management and toll collection equipment on Douro Litoral (AEDL) concession, Litoral Oeste (AELO) sub-concession and Baixo-Tejo (AEBT) sub-concession. This included the deployment of 97 video surveillance cameras, 24 variable message signs, 57 traffic counters, 5 dynamic weighting stations, 129 SOS stations and approximately 200km of optic fibre cables, not to mention the back-office system for AEBT and AELO concessions. The company also supplied and installed the new toll plaza of Lisboa Norte Logistics Platform (PLLN) on the A1 motorway for BCR concession. Following the widening works of the A3 motorway between Maia and Santo Tirso, BIT completed the renovation of the telematics systems. The number of concessionaires using the traffic counting and classification system developed by BIT increased, with 2 new counters installed on AEA's A8 motorway between Lisbon and Loures. The concessionaire was further equipped with the Atlas management component of information systems. BIT also worked actively for clients outside the Brisa Group, having installed the mentioned Atlas management component for Estradas de Portugal, ensured the transfer of the toll collection systems from A21 (AEA's) to the back-office system of Estradas de Portugal and installed the Via Verde system in 5 car parks. Additionally, the company developed, supplied and installed in a record period of 6 weeks 10 EasyToll machines for Estradas de Portugal (EP), providing this concessionaire with payment means for foreign cars, consisting of linking the vehicle registration to a credit card number. New markets The setting up of the Business Development Department shows the commitment of Brisa Inovação to finding new markets and opportunities to continue to expand. In 2012 this new area assessed and followed up 47 opportunities, having submitted winning proposals in Turkey (Türkyie - OHL-Zorlu O&M Technical Advisory) and Russia (Russia - Main Road Advisory). Its activity was developed in partnership with the following companies: BNV Mobility, FBH (India), EFACEC Internacional, ATOS Worldline and ATOS UK, Capita, Dolsar (Turkey), Makewise, Northwest Parkway (USA), Alliance for Tolling Interoperability (USA), Movenience (Holland), Siemens (Germany). BIT gained 11 new clients in 2012, reaching now 100 clients distributed amongst different business areas and achieving a high level of satisfaction (83%). Amongst BIT's attributions are improvements to installed systems, adjusting them to new business requirements. In this scope, BIT introduced improvements to the ATLAS information tool, with automatic mechanisms to detect traffic queues, informing operators and foreseeing travel times. Tunnel management was integrated in the same operation platform, including warning and information tools. BIT has taken an active part in the Unificar programme, which views to

IV - MOTORWAY RELATED SERVICES 2012 Consolidated Annual Report 33

concentrate into one sole data platform all Brisa toll and revenue information processing, operation and audit. Equipment and Systems In the equipment and systems maintenance area, BIT continued to provide a high service level to its clients, having performed over 32 000 interventions throughout the year and recorded an increase in activity resulting from the newly deployed systems and equipment. At the end of the year, the equipment and systems kept by BIT comprised the following: 145 toll barriers (Brisa, Brisal, AEA, AEDL, AELO, EP, Scutvias), 295 VME, 160 VVE, 420 VMS, 355VMSA, 206VVS, 25MLFF, 10 EasyToll, 1570 SOS, 650 CCTV, 247 PMV, 40 EM, 142 CT’s, 6 EPD, 99 Parks / Controlled Access. Viewing to improve operating efficiency, BIT's logistics area worked to move all services to the same physical area, thus obtaining efficiency gains at all levels. The company disclosed its innovation activities in conferences and technical and scientific papers. A new edition of the Brisa Innovation Case carried out in partnership with AESE was completed with success as it is one of the domestically developed cases with wider coverage at international level. In the field of technological research BIT and its partners ISEL and Aveiro University completed two research projects: SmartRoadSensors (independent car counting system) and Headway (device enabling vehicle-infrastructure communication).

Brisa Engenharia e Gestão

Brisa Engenharia e Gestão (BEG) activity in 2012 focused projects in which the Brisa Group is involved in the areas of management and coordination of studies and projects, land expropriation, works supervision and quality control, safety coordination, environmental management and maintenance of management systems of engineering structures, slopes and road pavements. In 2012 the company completed the rendering of services for Baixo Tejo and Litoral Oeste sub- concessions, which included the construction of 131 km of roads and motorways. Project management and coordination BEG's operation in terms of management and coordination of studies and projects, land expropriation and works supervision provided to the various concessionaires of the Brisa Group included the rendering of services to Baixo Tejo and Litoral Oeste sub-concessions and to the ELOS railway concession, relating to the High Speed Project Poceirão-Caia. For Brisa Concessão Rodoviária, the company's services concerned the contracts for the construction of the new accesses to Lisboa Norte Logistics Platform and the Soure Junction, widening of the Maia / S. Tirso sub-stretch on the A3 motorway and improvement works in pavements and engineering structures.BEG maintained the certification of its integrated Quality and Environmental Management System according to NP EN ISSO 9001:2008 and 14001:2004 standards, and the accreditation of its Test Laboratory according to NP EN ISSO 17025:2005 (L03040 certified by IPAC). Accreditation of the latter was extended to noise tests. Since the main road construction works in Brisa concessionaires and sub-concessionaires came to an end and as widening works become less and less needed given the slowdown in traffic, BEG started in 2012 adjusting and downsizing its cost structure, which should result in savings of nearly 8 million euro per year. This adjustment process is being developed is such a way as to safeguard the company's know-how and withhold its strategic skills.

IV - MOTORWAY RELATED SERVICES 34 2012 Consolidated Annual Report

V VEHICLE INSPECTIONS

Transport infrastructures

Brisa's strategic agenda includes the diversification of its operations in the domestic market, applying its experience and unique management skills to other major road projects. Amongst these projects, the company has stakes in a car inspection company and an infrastructures fund set up to invest in transport projects in the European Union and America.

Controlauto

Controlauto and Iteuve are active in the vehicle inspection business with a network of 46 inspection centres spread throughout the country. Group Controlauto performed favourably in 2012, all the more considering the difficult economic and financial situation which the country is going through, with major impact on household disposable income and corporate sustainability. The company achieved its main financial goals for the year, strengthened its market share and increased customer satisfaction levels, as measured by independent auditors, attesting of the success of the strategy followed. In 2012 the Group recorded a 3.9% growth in its car inspection services. With full focus on the client, the company continued to bank on improving the services it provides. It renovated its website in terms of image but also in terms of contents, making it more user- friendly and efficient. Inspection centres' opening hours were extended to increase service availability. The company started the 2 nd phase of its “Controlauto of Excellence” project, which aims at instilling a high service quality and improving competitiveness. Attesting of its sense of social responsibility, Controlauto installed two photo voltaic energy systems at its inspection centres of Évora and Prior Velho, which are now practically self-sufficient in electric power.

Transport Investment Infrastructure Company (TIIC)

Transport Infrastructure Investment Company (SCA) Sicar (TIIC) is a company set up by Brisa, Millennium BCP and Compagnie Benjamin de Rothschild with the purpose of investing in transport infrastructures in the European Union and North and Latin America. In 2012 the company continued to work in the development of its operations. Assets portfolio As far as the activity of its holdings is concerned, it is worth noting the full opening to traffic of the Baixo Tejo and Litoral Oeste sub-concessions. The concession contracts for these two sub- concessions is being renegotiated with the grantor, with which the company entered Memorandums of Understanding reviewing some of the terms that will govern their operation in the future. These renegotiation processes should be concluded in 2013. In Poland, where TIIC operates via GTC - concessionaire of the northern stretch of A1, the year developed quite favourably given the economic situation in Northern Europe. As for Empark, in 2012 the company suffered the effects of the economic crisis in Portugal and Spain, having implemented various cost cutting measures to ease the adverse impact on demand for car parking. Likewise, it restructured its bank debt taking into consideration the depressive economic environment which the sector is facing.

V - VEHICLE INSPECTIONS 36 2012 Consolidated Annual Report

2012 was also the first full year of operation of Albea, concessionaire of the A150 motorway in France. During the year under review, this holding prepared the licensing process to begin construction in the first months of 2013, complying with all deadlines so far. Additionally, in 2012 TIIC carried out its sixth investment - a road concession in the Basque country called Autovía Gerediga Elorrio. For further information on this holding and remaining TIIC investments, please see the company's website www.tiic.pt . Goals for 2013 are to conclude the investment process and study the launching of new complementary projects

V - VEHICLE INSPECTIONS 2012 Consolidated Annual Report 37

VI INTERNATIONAL OPERATIONS

International business

Location of Brisa activities Throughout its 40 years of existence, Brisa has successfully used its large know-how in the management of road infrastructures, creating value for all its stakeholders. While prompting distinctive core skills, Brisa's business development strategically aims at setting up a relevant business base in target geographies deemed as priority. For this, Brisa follows a systematic approach for assessing business opportunities in the sector where it operates, combined with an asset portfolio management where the creation of value with mitigated risk is paramount. To that effect, the company seeks to optimize its current business segments and explore growth opportunities enabling a sustained increase in value. The year under review was marked by strategic actions that allowed maintaining the ability to invest in growth processes keeping in mind a strict discipline in capital allocation. At the end of 2012 the Group showed its strength on the international front, holding active operations in the United States, India and Holland, playing a relevant role in concession management, road assets operation and mobility management. Description of the main strategic internationalisation vectors, markets and rationales In an economic environment marked by uncertainty and requiring a particularly conservative management, Brisa's strategic agenda for growth is focused on the development and use of its key skills in the management of the value chain of sustainable road mobility. As a matter of fact, Brisa's experience gathered throughout decades with key focus on process innovation and customer service enables the company to approach and invest on the international front, covering the full range from the most traditional operation and maintenance services to innovating mobility activities. In this market, concession holders (public or private) can take advantage of a player with Brisa's characteristics, as they can extract more value from their assets with more efficient and profitable operations. Taking into account this strategic background, top priority markets for Brisa Group operations are the United States and India. These geographies are the result of a careful selection process that has taken into consideration the size of these potential markets and respective risk profile. Moreover, these geographies have shown a profile of demand for services aligned with the Group's capacity to fulfil such needs with high standards of excellence. Given their size and complexity, these priority markets will continue to be followed closely in order to maximise opportunities for value creation. Finally, the screening of new markets to invest in is a continuous process and there are other geographies emerging with interesting development prospects. Brisa continues committed to exploiting opportunities in these geographies aiming at creating wider horizons of value creation. USA: Northwest Parkway Northwest Parkway (NWP) in Denver, Colorado, is fully held by Brisa. Results achieved by this operation attest of the importance of maximizing efficiency and innovation to create value on the US market. It was one of the first concessions to operate on an All Electronic Toll basis in the United States . In 2012 this concession maintained its consolidation efforts thriving to improve operational efficiency, which resulted in a 27.4% increase in EBITDA as compared to 2011.

VI - INTERNATIONAL OPERATIONS 2012 Consolidated Annual Report 39

Although the US economy did not see a clear upturn in 2012, NWP results still exceeded expectations. Traffic grew by 5.5% whereas toll revenues rose by 12.5%, propped up by the take-off of real estate development along the corridor. These results combined with the recent ongoing trend suggest a sustained regional economic upturn and increasing consumer confidence, pushed by stability in fuel prices. The increase in speed limit from 70 mph to 75 mph (maximum speed legally permitted in Colorado) also contributed to position Parkway as an important regional road artery within Denver's metropolitan area. This legal change turned Parkway into a preferential route, increasing road users’ convenience. In 2012 a number of initiatives of local authorities were carried out in NWP influence area (Colorado) viewing to improve traffic conditions and ease traffic congestion, namely the launching of mobility projects that open a window of opportunity to locally boost the O&M business. India: Feedback Brisa Highways Ltd. (Ezeeway) Feedback Brisa Highways, Pvt. Ltd. (FBH) is an Indian company 40% held by Brisa and 60% owned by the Indian partners of Feedback Infra operating under the Ezeeway brand, which provides operation, maintenance and toll collection services in motorways in India. Throughout 2012 FBH achieved a leading position as independent motorway operator, strengthening the image and value of the Ezeeway brand in the Indian market, serving some of the largest national and international investors in the road sector in India. Efforts developed during the year in seeking and obtaining new contracts resulted in the widening of the customer base and an increase in the number of motorway kilometres managed. FBH was selected by the National Authority of India (NHAI) to develop and implement one among four pilot projects to test the interoperability of electronic toll systems at national level, involving 3 different concessions (NH8 Gurgaon - Beawar) along 400km . India has witnessed a gradual improvement in its motorway operation, maintenance and toll collection. FBH has actively contributed to that effect, working with the market and official entities, namely by means of audits to operations and proposal of solutions to reduce fraud levels and increase toll payment control, improve road assistance and users service, reduce accident rates and increase the general maintenance and repair conditions of pavements, signalling, toll barriers and operational centres. With 20,000km of motorways and 15,000km of state motorways already built or under renovation to which will add 20,000km to be launched and awarded in 2012-2015 (most of which under Public- Private Partnerships), India is presently the largest and most ambitious market in terms of motorway renovation, modernisation and construction. Holland: Movenience In 2012 Movenience performed as planned, both in terms of operating costs and operating revenues. The introduction of the M-card (OBU for cyclists) was a landmark in the company's activity. The number of car parks benefiting from T-Tag increased in 2012 on par with an improvement in service levels. In 2013 the company expects to further expand its T-tag parking base in the regions of Middelburg and Goes, and develop a new application for surface parking in the same regions. Movenience is also planning to diversify the services it provides, namely payment services for the recharging of batteries in electric cars.

VI - INTERNATIONAL OPERATIONS 40 2012 Consolidated Annual Report

As the present infra-red based technology is becoming obsolete and unadaptable, the company is studying a possible migration of the technology installed on the toll plaza of the Westerschelde tunnel. Finally, new developments are in the pipeline in terms of information systems following the mandatory introduction of the payment-integration initiative SEPA (Single Euro Payments Area ) which will replace present collection systems. The company is also developing a new website. Movenience is responsible for electronic toll collection in the Westerschelde Tunnel in Holland, located in the Zeeland province. Created in 2007, Movenience is strategically positioned to act as partner of the Dutch Government and Zeeland province in the development of efficient road pricing solutions. Holland: BNV Mobility, BV Established at the end of 2010, BNV Mobility (BNV) is a 50/50 partnership between Brisa and the Dutch company NedMobiel with the purpose of participating in mobility projects (avoid rush hour, road pricing, mobility budgets) in the Dutch and northern European markets, viewing to meet the growing demand for operation and maintenance services by concessionaires and state agencies in Europe, the Middle East and Africa). BNV portfolio includes, among others, two of the most successful mobility projects implemented in Holland – Spitsmijden A15 Rotterdam and Spitsvrij Utrecht; consultancy contracts for the operation and maintenance of the future motorway that will link Gebze to Izmir in Turkey; and the consultancy contract relating to the operation, toll systems and road telematics for the M1 – Moscow/Minsk motorway in Russia, operated by the Gazprom Group. As shown above, in 2012 BNV continued to act as an internationalization platform for Brisa in the design and deployment of innovating mobility solutions and consultancy for the pre-operation, operation, maintenance and toll collection in motorways.

VI - INTERNATIONAL OPERATIONS 2012 Consolidated Annual Report 41

VII CORPORATE ACTIVITY INDICATORS

Corporate Sustainability

Brisa has stood out over the past 40 years as a leading group in the road infrastructures segment, playing a critical role as "Partner for the Development of Portugal" namely through the financing, conception, construction and operation of a motorway network which remains the backbone of the Portuguese road system. This experience laid the grounds for a Group culture based on values such as Ethics, Innovation and Excellence and strongly directed to the promotion of mobility and interurban, inter-regional and international accessibility, with important economic and social benefits for the communities it serves. Brisa views social responsibility from a long term perspective aimed at creating value to all different stakeholders. Brisa publishes its Sustainability Report every year, disclosing its policy and main strategic vectors as well as the performance of its economic, environmental and social indicators. Mobility seen as the base of economic growth As its cycle of major construction works is completed and it now faces major challenges concerning the future of its business, Brisa has developed in 2011 and 2012 two key projects focusing the sustainability of its business model. This process started in 2011 with a project called Sustainability 2.0, which involved all business areas and units and was based on a comprehensive survey of the Group's capacities, skills and opportunities. Monitored by the Executive Board, this project’s final aim was to identify the challenges and opportunities faced by Brisa in terms of its business sustainability, from a long term perspective. Subsequently, the Executive Board created a work group committed to the innovation of the business model and the development of a proposal for a new strategic vision, mission and goals taking 2025 as horizon, taking into account new mobility trends and their impact on the road concession business, particularly in Portugal. The Compass project, as it was called, took on the contributions of specialists and key stakeholders to develop a common vision on mobility trends for the future. This study identified impacts and opportunities for Brisa's business and paved the way for a proactive response, seeing mobility based on the maximisation of the current infrastructure as a requisite to growth. Our business will thus evolve from the “age of infrastructures” to the “age of mobility”, which in addition to being more demanding and complex, will have new variables and players and will be increasingly different from the traditional motorway travel context. Brisa has a new mission: provide an efficient mobility for people. Ecoefficiency Environmental goals set forth for the 2010-2012 period based on the performance in 2009 were fully met, revealing a marked evolution of the organisation at environmental level over the past three years.

VII - CORPORATE ACTIVITY INDICATORS 2012 Consolidated Annual Report 43

Main indicators

Amounts in EUR million 2012 2011 2010

Investment in motorways 51.3 84.2 122.0

Remuneration 87.2 101.2 100.9

Net Results 41.9 -82.2 778.5

Environmental expenses and expenditure 11.1 11.4

Environmental protection and management costs 1.33 1.18 1.47

Wage and emissions treatment and mitigation costs 9.92 9.95 9.94

Investment in Innovation & Development 5.0 4.9

Expenses 0.28 0.37 0.55

Development 3.83 4.58 4.31

Investment in Local Communities 0.9 1.2 0.8

Donations 0.57 0.77 0.26

Public Service 0.32 0.41 0.58

Direct energy use [GJ] 116 500 122 625 126 780

Water consumption [m3] 140 664 170 656 186 544

Public water supply 78 990 91 387 111 056

Own water supply 61 674 79 269 75 488

Fuel use [GJ] 93 002 99 682 101 671

Gasoline 392 505 513

Gasoil 92 610 99 177 101 158

Greenhouse gas emissions [tCO2eq] 16 261 16 367 18 443

Direct emissions 9 254 7 511 7 660

Indirect emissions 7 007 8 856 10 783

Waste [t] 291 1 079 1 832

* According to the GRI Standard, Operating Costs do not include Remuneration, Donations and Public Service.

Power consumption recorded a significant fall for the third year in a row, providing a cumulative gain of 18.2 during the said period, which resulted mainly from energy efficiency measures introduced in the lighting of the network. Fuel consumption, which performed randomly during the 2010-2012 period, fell consistently in the past two years : 1.9% in 2001 and 6.7% in 2012. This trend stemmed from a sharp boost in the car fleet operating efficiency but also from Brisa Driving Academy Project directed to driving behaviours (see case study in 2012 SR).

VII - CORPORATE ACTIVITY I NDICATORS 44 2012 Consolidated Annual Report

Greenhouse gas emissions which in Brisa's specific case, derive from power and fuel consumption, decreased in line with consumption, dropping by 30% in cumulative terms over the past three years. Water consumption in particular fell most significantly during the three-year period on the back of a specific policy for the adoption of new technologies and awareness-raising amongst employees. The waste production indicator evolved erratically, which is explained by the nature of the company's business and its waste disposal procedures. The company's goal will be to create a more reliable indicator. Environmental indicators shown form the basis for the determination of the Company's eco- efficiency indicator, which recorded an increase 15.6% in 2012. This indicator's evolution is explained in detail in the Sustainability Report for 2012. Human resources Brisa manages its human resources according to competitiveness and efficiency standards. Social indicators reflect the Company's performance in terms of Human Resources. For detailed information, please see the Sustainability Report.

Employees of the Brisa Group in 2012 Permanent Fixed Indefinite Sum of % fixed % indefinite Company contract term term Total FTE * term term AEDL-Auto-Estradas Douro 4 0 0 4 4 0.0% 100,0% BRISA AUTO-ESTRADAS 155 3 0 158 158 1.9% 98.1% BRISA CONCESSÃO RODOVIÁRIA 16 0 0 16 16 0.0% 100.0% BRISA ENGENHARIA E GESTÃO, S.A. 62 1 54 117 117 47.0% 53.0% BRISA INOVAÇÃO E TECNOLOGIA,S.A. 82 2 0 84 84 2.4% 97.6% BRISA O & M 1 241 0 0 1 241 1 195 0.0% 100.0% BRISAL 3 0 0 3 3 0.0% 100.0% CONTROLAUTO 317 27 7 351 350.5 9.7% 90.3% ITEUVE 70 9 0 79 79 11.4% 88.6% M.CALL, S.A. 37 8 0 45 45 17.8% 82.2% VIA VERDE PORTUGAL 136 0 0 136 136 0.0% 100.0% Total 2 123 50 61 2 234 2 187 5.0% 95.0% 50% AEA 92.5 0 0 93 90.75 0.0% 100.0% Total including AEA 2 216 50 61 2 327 2 278 4.8% 95.2% * FTE (Full Time Equivalent)

Volunteer work and local communities 2012 was marked by the opening of the EVOA Bird Watching Project developed in partnership with Companhia das Lezírias with the purpose of valuing biodiversity. In terms of volunteer work, we point out the Junior Achievement Portugal initiatives and the Volunteer Group of the José de Mello Group thoroughly described in the 2012 Sustainability Report.

VII - CORPORATE ACTIVITY INDICATORS 2012 Consolidated Annual Report 45

VIII FINANCIAL REPORT

FINANCIAL REPORT

Operating income In 2012 operating revenues totalled 590.8 million Euros, falling by 10.7% in relation to the 661.4 million Euros posted in the previous year.

Consolidated Operating Income

EUR Million 2011 2012 Variação

Operating income 661.4 590.8 -10.7%

Toll revenues 525.9 469.0 -10.8%

Service areas 11.4 10.0 -12.3%

Services 112.6 100.3 -10.9%

Other operating revenues 11.5 11.5 0.1%

Note: Services include related sales

The breakdown of operational income per business area shows a significant decrease in revenues from road services, consisting mainly of sales and deployment of toll equipment. The decrease recorded in terms of toll revenues translates the adverse evolution of the country's economic situation.

Breakdown of income per business area

EUR Million 2011 2012 Variação

Brisa 502.8 446.9 -11.1%

Atlântico 31.4 28.4 -9.5%

Motorway related services 91.1 76.4 -16.2%

Vehicle inspections 28.0 29.3 4.5%

International Area 8.0 9.8 22.1%

Total 661.4 590.8 -10.7%

Nota Based on consolidated income

VIII - FINANCIAL REPORT 2012 Consolidated Annual Report 47

Toll revenues Toll revenues account for a significant part of operating income. During the year under review toll revenues amounted to 469 million Euros, falling by 57 million Euros over the same period of the previous year (-10.8%).

Evolution of Consolidated Toll Revenues 20062012

583 590 576 574

526 510

469

2006 2007 2008 2009 2010 2011 2012

Breakdown per concession shows a decrease by 55,4 million Euros, i.e. -11.4% in toll revenues at Brisa Concession . This drop contributed with 3.4% to the 10.8% fall in consolidated toll revenues. This negative performance stems mostly from a 14% decrease in average daily traffic in relation to the previous year, motivated by the negative evolution of the Portuguese economy and competition effects felt in 2012. This negative impact was recorded in all motorways of Brisa Concessão Rodoviária albeit less markedly in A1 (Auto-estrada do Norte), A3 (Auto-estrada Porto/Valença), A4 (Auto-estrada Porto/Amarante) and A5 (Auto-estrada da Costa do Estoril) as these motorways register mainly commuter traffic. The A9 motorway (CREL - Circular Regional Externa de Lisboa) suffered the largest traffic loss due to the completion of the IC 17 motorway (CRIL). This motorway became a free alternative to users of the A9. As result of the adverse economic environment and drop in demand, traffic in the A2 (Auto-estrada do Sul), A6 (Auto-estradas Marateca (A2) - Caia) and A13 (Auto-estrada Almeirim - Marateca) motorways experienced a significant drop. Atlântico Concession recorded a fall of approximately 12.9% in average daily traffic. This performance was due to the economic situation as no other relevant effects occurred. Toll revenues on Atlântico Concession fell by 3.2 million Euros (-10.7%) over 2011, contributing with 0.6% to the 10.7% change in consolidated toll revenues. In what concerns the Northwest Parkway Concession, toll revenues (in USD) grew by 12.5%, i.e. by USD 1.4 million. In Euros, this growth corresponded to +21.9%, i.e. €1,2 million, on account of the foreign exchange gains obtained with the appreciation of the €/$SD by nearly 7.7% in average. This performance attenuated (by +0.3%) the 10.8% fall in consolidated toll revenues. In operating terms, average daily traffic rose by +5.5%, contributing to the +12.5% rise in revenues.

VIII - FINANCIAL REPORT 48 2012 Consolidated Annual Report

Evolution of Consolidated Toll Revenues 2012 vs. 2011

% Consolidated Growth % Individual Growth

Brisa Concession -10.20% -11.40%

Explaining factors:

- ADT -12.60% -14.00%

- Mix -0.60% -0.70%

- Other 3.00% 3.30%

Atlântico -0.60% -10.70%

Northwest Parkway 0.30% 21.90%

Total growth (%) -10.80%

Note that as result of the consolidation method (proportional in 50%) applied to the Atlântico concession, the impact of the Lisboa-Leiria motorway (A8) and Caldas da Rainha-Santarém motorway (A15) accounts for only 50% of the total revenues posted by these motorways.

Revenues per Motorway (€ million)

Motorway Amount Total % % Vs. 2011

A1 198.3 42.3% -10.2%

A2 75.5 16.1% -15.7%

A3 41.8 8.9% -6.6%

A4 29.3 6.2% -5.1%

A5 26.4 5.6% -6.3%

A8 (50%) 24 5.1% -10.3%

A9 16.2 3.5% -22.4%

A6 17 3.6% -13.6%

A12 10.6 2.3% -9.1%

A13 8.4 1.8% -20.2%

NWP 9.8 2.1% 21.9%

A10 6 1.3% -17.1%

A14 3.1 0.7% -16.3%

A15 (50%) 2.6 0.6% -14.5%

Total 469.0 100% -10.8%

VIII - FINANCIAL REPORT 2012 Consolidated Annual Report 49

Other Operating revenues Other operating revenues consist mainly of road services rendered, including the sale and installation of toll equipment and rents charged to service areas. In 2012 these revenues dropped by 10.1% in relation to 2011, increasing their weight on total operating revenues (2011: 20%; 2012: 21%). Weight on total operating income

Toll Revenues 79% 21% Other Operational Revenues

The breakdown of operating revenues per typology is as follows:

Other Operating revenues

82% Services Service Areas 8% Other Operat .Rev. 10%

VIII - FINANCIAL REPORT 50 2012 Consolidated Annual Report

Services In 2012 revenues from services fell by 10.9%, to 100.3 million Euros. This amount below that recorded in 2011 resulted mainly from the sale and installation of toll equipment by Brisa Inovação (BIT), and the sale of Via Verde tags following the introduction of tolls in formerly toll free motorways. Adding to the above, the activity of Brisa Engenharia (BEG) declined in 2012 as the most relevant projects were completed, namely in Baixo Tejo and Litoral Oeste concessions.

Services Revenues

EUR Million 2011 2012 Change

Vehicle inspections 27.9 29.2 4.6%

Technical Assistance (*) 45.4 25.5 -43.7%

Road assistance 25.5 27.7 8.6%

Electronic collection 11.2 13.7 22.0%

Other 2.6 4.2 61.5%

Total 112.6 100.3 -10.9%

(*) Including sale of equipment

Services revenues per company

EUR Million 2011 2012 Change

BOM 114.5 117.4 2.5%

Via Verde 36.0 33.3 -7.5%

Controlauto 28.2 29.5 4.5%

BIT 46.5 38.2 -17.8%

BEG 16.9 8.0 -52.6%

Mcall 2.8 2.9 3,6%

Total 244.9 229.3 -6.4%

VIII - FINANCIAL REPORT 2012 Consolidated Annual Report 51

Respective contribution to the consolidation perimeter is as follows:

EUR Million 2011 2012 Change Controlauto/Iteuve 27.9 29.2 4.6% Via Verde 21.4 21.1 -1.7% BEG 7.6 0.6 -92.3% BOM 25.6 32.1 25.2% BIT 29.0 14.9 -48.7% Mcall 1.1 1.2 7.1% Other 0.0 1.3 n/a Total 112.6 100.3 -10.9%

Service areas In 2012 revenues posted by service areas amounted to 10 million Euros, falling by 12.3% over the previous year.

Revenues Service areas EUR Million 2011 2012 Change Brisa 10.4 8.9 -13.8% AEA 1.0 1.1 3.3% Total 11.4 10.0 -12.3%

The drop in service areas revenues as against the previous year is in line with the decline in motorway traffic. Operating costs Consolidated operating costs excluding amortisation and provisions fell by 13.9% in 2012, to 180.1 million Euros.

Operating costs EUR Million 2011 2012 Change Supplies and Services 87.5 83.1 -5.0% Staff costs 101.0 86.4 -14.4% Other costs 20.8 10.5 -49.4% Subtotal Opex 209.2 180.1 -13.9% Amortization and Provisions 211.9 208.0 -1.8% Total operating costs 421.1 388.0 -7.8%

On a comparable basis, the fall in operating expenses (Opex) amounted to 9.6%, if we exclude the impact of non recurrent effects relating mainly to the cost of production and sale of road toll and

VIII - FINANCIAL REPORT 52 2012 Consolidated Annual Report

telematic equipment and the rise in the sales volume of Via Verde tags resulting from the new client base generated by the introduction of tolls in formerly free-tolled motorways. This decrease by 9.6% in year-on-year terms also excludes non recurrent effects relating to the re- sizing of the staff structure. Operating Costs Structure Staff costs fell by 14.4% in year-on-year terms mainly as result of efficiency gains generated by the toll automation projects carried out in previous years and the streamlining of the personnel structure. At the end of 2012 the Brisa Group had 2,253 employees (excluding the Atlântico Concession), that is 76 employees less than in 2011. The External Supplies and Services heading shows a decrease by 5% i.e. -4,4 million Euros. A large part of this reduction was achieved on the back of cost optimisation and rationalisation carried out by the company's different areas combined with various initiatives to improve productivity and continue the cost cutting policy started in 2009. Additionally, the decrease in activity recorded by some road services companies within the Brisa Group also contributed to the reduction in external services and supplies by approximately € 3,7 million. Heading Other Costs on the other hand, dropped by -10.3 million Euros, i.e. -49.4%. This decrease stemmed mainly from a fall in equipment sales as compared to 2011 which had seen production costs and the costs of additional and non recurrent sales of toll and telematic equipment to new concessions as well as of Via Verde tags to the wider client base generated by the introduction of toll collection in former toll free motorways. This drop by 9.4 million Euros accounted for approximately 90% of the decrease in the total of this heading. In 2012, Amortisation and Provisions accounted for 54% of the Group's cost structure. The change in relation to 2011 was of -3.9 million Euros. This decrease in amortisation was mitigated with the setting up of AEA's impairment in the total amount of 18,2 million Euros. Operating margins At consolidated level Brisa posted an EBITDA margin of 69.5% and an EBIT margin of 34.3% in 2012. The fall in toll revenues combined a decline in operating costs led to a drop in EBITDA margin by 1.15 p.p..

Operating margins EUR Million 2011 2012 Change Operating income 661.4 590.8 -10.7% Tolls 525.9 469.0 -10.8% Operating costs 209.2 180.8 -13.6% EBITDA 452.2 410.0 -9.2% EBITDA margin 68.4% 69.5 % 1.15 pp Amortization and Provisions 211.9 208.0 -1.8% EBIT 240.3 202.0 -15.6% EBIT Margin 36.3% 34.2% -2.02 pp

VIII - FINANCIAL REPORT 2012 Consolidated Annual Report 53

The breakdown per business area shows the following evolution in EBITDA margin in 2012:

% EBIT margin per business area EUR Million 2011 2012 Change Brisa 494.7 437.4 -11.6% Atlântico 24.0 22.3 -7.1% Motorway related services -80.0 -64.1 -19.9% Vehicle inspections 10.7 11.0 3.2% International 2.9 4.1 43.1% Total 452.2 410.8 -9.2%

% EBIT margin per business area Percentage (%) 2011 2012 Change Brisa 98.4 97.9 -0.51 pp Atlântico 76.5 78.6 2.09 pp Motorway related services -87.8 -84.0 3.84 pp Vehicle inspections 38.2 37.7 -0.50pp International 35.8 42.0 6.17 pp Total 68.4% 69.5% 1.15 pp

The change in EBIT margins occurred in 2012 was as follows:

EBIT margin per business area EUR Million 2011 2012 Change Brisa 333.0 287.3 -13.7% Atlântico 9.5 -8.6 -190.8% Motorway related services -110.0 -83.9 -23.7% Vehicle inspections 8.3 8.6 3.4% International -0.9 -0.6 -35.8% Total 239.8 202.8 -15.4%

VIII - FINANCIAL REPORT 54 2012 Consolidated Annual Report

% EBIT margin per business area Percentage (%) 2011 2012 Change Brisa 66.2 64.3 -1.94 pp Atlântico 30.1 -30.2 -60.35 pp Motorway related services -120.6 -109.9 10.77 pp Vehicle inspections 29.6 29.3 -0.34pp International -11.2 -5.9 5.33 pp Total 36.3 34.3 -1.94 pp Note that although in 2012 the EBIT margin of Road Services increased by 10.77 p.p. it was still not enough to offset the decrease in Brisa's margin (-1.94 p.p.) caused by the fall in toll revenues.

Financial results

Financial results EUR Million 2011 2012 Change Financial revenues 53.0 27.2 -48.7%

- Interest earned 52.5 25.5 -51.4%

- Other operating income 0.5 1.7 240.0% Financial costs -135.2 -154.1 14.0%

- Interest paid -114.6 -124.5 8.6%

- Other operating costs -20.6 -29.6 43.7% Results relating to investments -217.7 -1.3 n.a.

- Gains in investments 1.9 2.8 47.4%

- Losses in investments -219.6 -4.1 n.a. Financial results -299.9% -128.2% -57.7%

In 2012 Consolidated Financial Results were negative by 128.2 million Euros, falling by 171.7 million Euros in relation to the -299.9 million Euros posted in the previous year. In 2012 financial income amounted to 27.2 million Euros, which compares to 53 million Euros in 2011. This decrease by 25.8 million Euros resulted mostly from the decline in Interest Earned motivated by a fall in average liquid funds within the Group. Financial costs evolved downwards, falling to 154.1 million Euros in 2012 as against 135.2 million Euros in 2011, partly as result of an increase in Interest Paid (+ 9.9 million Euros, motivated by higher interest rates) and partly due to a rise in Other Interest and Financial Expenses (+ 9.0 million Euros caused by higher banking expenses). In 2012 results from financial investments were negative by 1.3 million Euros, as against 217.7 million Euros negative in 2011. Positive evolution by 216.4 million Euros derives mainly from the fact that in 2011 Douro Concession, which was affected by impairments, was registered according to the equity method, whereas in 2012 this effect did not occur.

VIII - FINANCIAL REPORT 2012 Consolidated Annual Report 55

Brisa Auto-Estradas posted positive financial results in the amount of 4.4 million Euros whereas the joint financial result of remaining business areas were negative by 132.6 million Euros.

Consolidated financial results per business area

-119,8 -128,2

-7,8 -0,3 -4,7 +4,4

Concessão Brisa Concessão Área Serviços Brisa Brisa Auto - Resultado Atlântico Internacional Estradas Financeiro

Financial expenses at Brisa Auto-estradas accounted for 82% of total Consolidated Financial Costs in 2012. Concessão Atlântico accounted for 5% of this total. On the other hand, the Services Area and Brisa Internacional accounted for 1% and 11% respectively. Finally, Brisa Auto-Estradas share of Consolidated Financial Costs in 2012 was of 2%.

VIII - FINANCIAL REPORT 56 2012 Consolidated Annual Report

Consolidated financial costs per business area

-125,9 -154,1

-8,2 -1,0 -16,6 -2,4

Concessão Brisa Concessão Área Serviços Brisa Brisa Auto- Custos Atlântico Internacional Estradas Financeiros

Net Results Financial Statements for 2012 do not reflect the net result of Brisal and Douro Litoral concessions, as they were excluded from Brisa's consolidation perimeter. Moreover, this result was strongly influenced by the domestic economic situation, which had an adverse impact on total toll revenues that fell by 57 million Euros over the same period of the previous year.

Net Results EUR Million 2011 2012 Change Operating income (1) 661.4 590.8 -10.7% EBITDA (1) (2) 452.2 410.7 -9.2% EBITDA Margin (1) (2) 68.4% 69.5% 1.0pp EBIT(1) (2) 240.3 202.8 -15.9% EBIT Margin (1) (2) 36.3% 34.3% -2.0pp Income associated to construction service 61.3 32.8 -46.5% Costs associated to construction service 61.3 32.8 -46.5% Financial results -299,9 -128.2 n.a. Profit before tax -59,6 74.5 n.a. Tax 20.6 28.1 36.3% Discontinued Operations 2,1 -0.4 n.a. Non controlling interests 4.0 4.1 2.4% Net Results -82.2 41.9 -151.0% (1)Excludind Income associated to construction service (2)Excluding costs associated to construction service

VIII - FINANCIAL REPORT 2012 Consolidated Annual Report 57

The 1.0 p.p. drop in EBITDA margin reflects the fall in toll revenues in 2012. In 2012 the Group recorded impairment losses in the total amount of 18.2 million Euros with AEA concession. Additionally, the company reinforced a provision amounted to 3.6 million Euros to cover potential losses relating to commitments with the contractor for Douro Litoral Concession DLACE).

Investment Brisa's expenditure in 2012 totalled approximately 51.3 million Euros, a considerable amount of which were spent in the widening works of Brisa Concessão Rodoviária (BCR) Concession.

Intangible investment EUR Million 2011 2012 Change Brisa Concession 77.1 39.5 -37.7

- New stretches 21.1 8.3 -12.8

- Major repairs 15.8 9.9 -5.9

- Widening works 33.0 17.6 -15.4

- Other 7.2 3.7 -3.6 Atlântico (50%) 1.1 0.1 -1.0 Other investments 4.7 8.0 3.3 Total Intangible Investment 82.9 47.6 -35.4

Tangible investment EUR Million 2011 2012 Change Brisa Concession 0.5 0.5 0.0 Other investments 5.1 3.2 -1.9 Total Tangible Investment 5.6 3.7 -1.9

An amount of 40 million Euros was invested in widening works at Brisa Concession (BCR), specifically in Maia / Santo Tirso (A3), Valongo / Campo (A4) and Águas Santas / Ermesinde (A3) sub-stretches and new works including the road accesses to the New Logistics Platform Lisboa Norte (A1) which was opened in mid-July 2012. Atlântico Concession saw a decrease by 1 million Euros in relation to 2011 as the widening and improvement works carried out in the Loures / Malveira stretch and the purchase of toll equipment were completed. Consolidated Assets At the end of 2012, total net assets had fallen by 24%, down to 4 922.5 million Euros. The decrease in net assets derived mainly from a drop in intangible assets following the dissociation of the Brisal and Douro Litoral concessions from the consolidation perimeter.

VIII - FINANCIAL REPORT 58 2012 Consolidated Annual Report

Assets EUR Million 2011 2012 Change Non current assets 5 398.0 3 953.8 -26.8% - Intangible assets 5 013.3 3 583.3 -28.5%

- Tangible fixed assets 86.2 66.3 -23.1%

- Investment in associates 29.0 38.0 31.3%

- Goodwill 28.1 24.2 -14.0%

- Other investments 9.5 23.2 144.3%

- Deferred tax assets 192.7 179.3 -7.0%

- Other non current assets 39.2 39.5 0.7%

Current assets 1 085.2 968.7 -10.7% - Inventories 7.9 5.4 -31.9%

- Other investments 0 34.0 n.a.

- Trade and other receivables 64.0 57.2 -10.8%

- Non current assets held for sale 13.8 0.0 -100.0%

- Cash and cash equivalent 969.2 844.2 -12.9%

- Other current assets 30.2 27.9 -7.6%

Total net assets 6 483.3 4 922.5 -24.1%

Assets per business area The breakdown of assets per business areas shows that Brisa Concession accounts for approximately 68% of the Group’s balance sheet. Brisal and Douro Litoral left the consolidation perimeter.

13% 1% 1% Main Brisa Concession Atlantico Concession (50%) 11% Internancionais Vehicle Inspection 6% Other Services 68% Other

VIII - FINANCIAL REPORT 2012 Consolidated Annual Report 59

Consolidated liabilities As far as consolidated liabilities are concerned, both short and medium and long term debt were reduced as Brisal and Douro Litoral concessions left the consolidation scope. This change led to an increase in the Minority Interests heading.

Liabilities EUR Million 2011 2012 Change Equity 1 495.2 1 332.0 -10.9% Non controlling interest -172.5 14.2 -108.2% Equity and minority interest 1 322.6 1 349.2 1.8% Non current liabilities 4 374.2 2 862.4 -34.6%

- Loans 3 809.5 2 306.7 -39.4%

- Provisions 203.1 306.4 77.4%

- Other non current liabilities 328.4 156.3 -52.4%

- Deferred tax liabilities 33.1 38.9 17.6% Current liabilities 786.5 713.9 -9.2% Provisions 0 21.9 n.a. Trade payables 18.5 15.8 -14.5% Loans 676.9 609.4 -10.0% Other accounts payable 19.3 10.8 -44.1% Other current liabilities 71.7 56.0 -21.9% Total liabilities 5 160.6 3 576.3 -30.7% Total liabilities and equity 6 483.3 4 922.5 -24.1%

Liabilities per business area In the breakdown of liabilities per business areas Brisa Concession stands out with 77% of total liabilities. Brisal and Douro Litoral left the consolidation perimeter.

VIII - FINANCIAL REPORT 60 2012 Consolidated Annual Report

8% 0% 1% Main Brisa Concession 10% Atlantico Concession (50%) 4% Internancionais Vehicle Inspection Other Services Other 77%

Key Performance Indicators The comparability of consolidated financial indicators is affected by the deconsolidation of Brisal and Douro Litoral concessions. The coverage level of financial expenses stands at 3.3x.

Consolidated financial indicators EUR Million 2011 2012 Financial indicators Return on Equity (ROE), % 1 -4.3% 3.4% Return on Assets (ROA), % 2 -1.4% 0.7% Net financial debt, million Euros 3 517 2 038 Net Financial Debt/EBITDA 7.8 5.0 EBITDA/Interest expenses 3.9 3.3

Shares Price at year end, euro 2.55 2.14 Market capitalization at year end, million Euros 1 527 1 284 Earnings per share, euro cents -0.15 0.08 PER at year end -17.1 28.2 1 ROE (n) = Net profit (n) / Equity (n-1) 2 ROA (n) = Net profit (n) / Assets (n-1)

VIII - FINANCIAL REPORT 2012 Consolidated Annual Report 61

IX CORPORATE GOVERNANCE REPORT

IX - CORPORATE GOVERNANCE RE PORT 62 2012 Consolidated Annual Report

STATEMENT OF COMPLIANCE

UNDER THE TERMS OF PARAGRAPH 1 OF ARTICLE 1 OF CMVM REGULATION NUMBER 1/2010 BRISA ADOPTS THE CORPORATE

GOVERNANCE CODE DISCLOSED BY CMVM.

UNDER THE TERMS AND FOR THE PURPOSES OF CMVM REGULATION NO. 1 / 2010, BRISA HEREBY WARRANTS THAT THE LEVEL

OF COMPLIANCE WITH RECOMMENDATIONS LAID DOWN IN THE SECURITIES COMMISSION’S (CMVM) CORPORATE GOVERNANCE

CODE IS AS FOLLOWS:

I. SHAREHOLDERS' MEETING I.1. Board of the General Meeting I.1.1. The chairman of the board of the general meeting of shareholders shall be supported by human and logistic resources as appropriate, taking into account the company’s economic position. Complies. [I.1] I.1.2. The remuneration of the chairman of the board of the general meeting of shareholders shall be disclosed on the corporate governance annual report. Complies. [I.3] I.2. Participation in the General Meeting I.2.1. The requirement for the Board to receive statements for share deposit or blocking for participation at the general meeting shall not exceed 5 working days. Not applicable pursuant to article 23-C of the Securities Code (CVM). I.2.2. Should the general meeting be suspended, the company shall not compel share blocking during the interim period until the meeting is resumed and shall then prepare itself in advance as required for the first session. Not applicable pursuant to article 23-C of the CVM. I.3. Voting and Exercising of the Right to Vote I.3.1. Companies shall not impose any statutory restriction on postal voting or on electronic voting where this is adopted or admissible. Complies. [I.9 and I.12] I.3.2. The statutory deadline for receiving early voting ballots by mail shall not exceed three working days. Complies. [1.11] I.3.3. Companies shall ensure that the level of voting rights and the shareholder’s participation is proportional, ideally by establishing the one share-one vote principle. Companies that: i) hold shares that do not confer voting right; ii) establish non-casting of voting rights above a certain number, when issued solely by a shareholder or by shareholders related to former, do not comply with the proportionality principle. Complies. [I.6] I.4. ResolutionFixing Quorum Companies shall not set a resolution-fixing quorum that outnumbers that which is prescribed by law. Complies. [1.8]

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I.5. Minutes and Information on Resolutions Passed Extracts from the minutes of the general meetings or documents with corresponding content must be made available to shareholders on the company’s website within a five day period after the General Meeting has been held, irrespective of the fact that such information may not be classified as material information. The information disclosed shall cover the resolutions passed, the represented capital and the voting results. Said information shall be kept on file on the company’s website for no less than a 3 year period. Complies. [I.13] I.6. Measures on Corporate Control I.6.1. Measures adopted to prevent the success of takeover bids shall respect the interests of the company and of its shareholders. The company’s articles of association that by complying with said principle, provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually or in concert with other shareholders, shall also provide a resolution by the General Assembly (5 year intervals), on whether that statutory provision is to be amended or prevails – without super quorum requirements as to the one legally in force – and that in said resolution, all votes issued be counted, without applying said restriction. Not applicable since this recommendation applies to companies which in their articles of association establish restrictions to the exercising of shareholders' voting rights. The Company's articles of association do not provide any restriction to the exercising of shareholders' voting rights. [I.20 and I.21] I.6.2. Defensive measures the effect of which is to automatically cause a serious erosion in the company’s assets in the case of change of control or change in the composition of the management body, thus hindering the shares’ free transferability and shareholders’ free evaluation of the performance of members of the management body, shall not be adopted. Complies. [I.20]

II. BOARD OF DIRECTORS AND SUPERVISORY BOARD II.1. General Points II.1.1. Structure and duties II.1.1.1. The Board of Directors shall assess the adopted model in its Annual Report on Corporate Governance and pin-point possible hold-ups to its functioning and shall propose measures that it deems fit for surpassing such obstacles. Complies. [II.17] II.1.1.2. Companies shall set up internal control and risk management systems in order to safeguard the company’s worth and which will identify and manage risk. Said systems shall include at least the following components: i) ) setting of the company’s strategic objectives as regards risk assumption; Complies. [II.5 and II.9] ii) identifying the main risks associated to the company’s activity and any events that might generate risks; Complies. [II.5 and II.9] iii) Analyse and determine the extent of the impact and the likelihood that each of said potential risks will occur; Complies. [II.5 and II.9] iv) risk management aimed at aligning those actually incurred risks with the company’s strategic options for risk assumption; Complies. [II.5 and II.9] v) control mechanisms for executing risk management measures adopted and respective effectiveness; Complies. [II.5 and II.9] vi) adoption of internal mechanisms for informing and communicating several components of the system and

IX - CORPORATE GOVERNANCE RE PORT 64 2012 Consolidated Annual Report

risk-warning; Complies. [II.5 and II.9] vii) periodic assessment of the implemented system and the adoption of any amendments deemed necessary. Complies. [II.5 and II.9] II.1.1.3. The Board of Directors shall ensure the establishment and functioning of the internal control and risk management systems. The Supervisory Board shall be responsible for assessing the functioning of said systems and proposing the relevant adjustment to the company’s needs. Complies. [II.5 and II.24.] II.1.1.4. The companies shall: i) identify the main economic, financial and legal risk that the company is exposed to during the course of its business; Complies. [II.9] ii) describe the performance and efficiency of the risk management system in its Annual Report on Corporate Governance. Complies. [II.9] II.1.1.5. The Board of Directors and the Supervisory Board shall establish internal regulations and shall have these disclosed on the company’s website. Complies. [II.7] II.1.2. Governance Incompatibility and Independence II.1.2.1. The board of directors shall include a sufficient number of non-executive directors whose role is to ensure an actual ability to audit, supervise and assess the activity of its executive members. Complies. [II.3] II.1.2.2. Non-executive members must include an adequate number of independent members. The size of the company and its shareholder structure must be taken into account when devising this number although it cannot be less than a fourth of the total number of Board Directors. Does not comply. As explained in II.3, although one third of non executive directors are independent, i.e. they are not, in the exercise of their functions, linked in an indelible manner to any interest groups involved in the company, these account for less than one fourth of the total number of directors. II.1.2.3. The independence assessment of its non-executive members carried out by the Board of Directors shall take into account the legal and regulatory rules in force concerning the independence requirements and the incompatibility framework applicable to members of other corporate boards, ensuring an orderly and sequential coherence in applying independence criteria to all the company. An independent member shall not be considered as such, if in another corporate board and by force of applicable rules, he/she cannot act as independent member. Not applicable. In fact, a regulation or recommendatory code cannot in any circumstance derogate or violate the application of a law. In this specific case, the independence of corporate members issue is clearly regulated in the Companies Code. Independence rules set forth in article of the said Code apply directly and expressly to members of the audit board and as specifically referred to in article 374A, to members of the board of the general meeting, subject to the necessary adaptations. It clearly results from the above that under the terms of the Companies Code, members of the managing boards cannot be subject to the specific rules specifically applied to members of the audit board and the board of the general meeting. To conclude, BRISA has three independent non executive directors and this effective and insurmountable truth cannot be affected by rules exclusively applicable to members of the audit board and the board of the general meeting, since specific regimes are only applicable to the extent and under the terms for which they are specifically established. As result, companies cannot

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 65

be "penalised" or less positively assessed for the non application of rules which are legally not applicable. Finally, in letter addressed to CMVM dated 22 January 2010, Brisa expressly requested a clarification on this matter and has received no answer as of this date . [II.14 and II.15] II.1.3. Eligibility and appointment criteria II.1.3.1. Depending on the applicable model, the Chair of the Supervisory Board and of the Auditing and Financial Matters Committees, shall be independent and adequately competent to carry out his/her duties. Complies. [II.21.] II.1.3.2. The selection process of candidates for non-executive members shall be conceived so as to prevent interference by executive members. Complies. [II.16] II.1.4. Irregularities Disclosure Policy II.1.4.1. The company shall adopt a policy whereby irregularities occurring within the company are reported. Such reports shall contain the following information: i) the means by which such irregularities may be reported internally, including the persons that are entitled to receive the reports; ii) how the report is to be handled, including confidential treatment, should it be required by the reporter. Complies [II.35.] II.1.4.2. The general guidelines on this policy shall be disclosed in the Annual Report of Corporate Governance. Complies. Brisa implemented an irregularity disclosing system, in accordance with regulations which are available at www.brisa.pt and further explained in [II.35] II.1.5. Remuneration II.1.5.1. The remuneration of the Members of the Board of Directors shall be structured so that the formers’ interests are capable of being aligned with the long-term interests of the company. Furthermore, the remuneration shall be based on performance assessment and shall discourage any extreme risk taking. Thus, remunerations shall be structured as follows: (i) The remuneration of the Board of Directors carrying out executive duties shall include a variable element which is determined by a performance assessment carried out by the company’s competent bodies according to pre-established quantifiable criteria. Said criteria shall take into consideration the company’s real growth and the actual growth generated for the shareholders, its long-term sustainability and the risks taken, as well as compliance with the rules applicable to the company’s activity. Complies. [II.30.] (ii) The variable component of the remuneration shall be reasonable overall as regard the fixed component of the remuneration and maximum limits shall be set for all components. Complies. [II.30] (iii) A significant part of the variable remuneration shall fluctuate for a period not less than three years and its payment shall depend on the company’s positive performance throughout the said period. Complies. [II.30.] (iv) Members of the Board of Directors shall not enter into contracts with the company or third parties that will have the effect of mitigating the associated risk to the variability of the remuneration established by the company. Complies. [II.31.]

IX - CORPORATE GOVERNANCE RE PORT 66 2012 Consolidated Annual Report

(v) The Executive Directors shall hold, up to twice the value of the total annual remuneration, the company shares that were allotted pursuant to variable remuneration schemes, with the exception of those shares that are required to be sold for the payment of taxes on the gains of said shares. Not applicable. [III.10] (vi) When the variable remuneration includes stock options, the period for exercising such options shall be deferred for a period of not less than three years; Not applicable. [III.10] (vii) The appropriate legal instruments shall be established so that in the event of a Director's dismissal without due cause, the envisaged compensation shall not be paid out if the dismissal or termination by agreement is due to the Director’s inadequate performance. Not applicable. Ultimately, compensation for dismissal without due cause shall be decided in Court. (viii) When the variable remuneration includes stock options, the period for exercising these shall be deferred for a period of not less than three years. Complies [II.30 and II.34.] In a recommendation with 8 sub-paragraphs wherein each sub-paragraph establishes a distinct recommendation from the other, it is not possible to withdraw any substantiated conclusion. It may be considered that all recommendations are not complied with when only one fails to comply. It is to ensure absolute transparency that the level of compliance in relation to each of the sub- paragraphs concerned is described in the corporate governance report. II.1.5.2. The statement on the remuneration policy of the Board of Directors and Supervisory Board referred to in Article 2 of Law No. 28/2009 of 19 June, shall contain, in addition to the content therein, adequate information on: i) which groups of companies the remuneration policy and practices of which were taken as a baseline for setting the remuneration ii) the payments for the dismissal or termination by agreement of the Directors' duties. Complies. [I.16. and II.30] II.1.5.3. The remuneration policy statement referred to in Article 2 of Law No. 28/2009 shall also include the directors' remunerations which contain an important variable component, within the meaning of Article 248-B/3 of the Securities Code. The statement shall be detailed and the policy presented shall particularly take into account the company's long-term performance, compliance with the rules applicable to its business and restraint in risk-taking. Complies. [I.16] I.1.1.1. A proposal shall be submitted at the General Meeting on the approval of plans for the allotment of shares and/or options for share purchase or further yet on the variations in share prices, to members of the Management and Supervisory Boards and other Directors within the context of Article 248/3/B of the Securities Code. The proposal shall mention all the necessary information for its correct assessment. The proposal shall contain the regulation plan or in its absence, the plan’s general conditions. The main characteristics of the retirement benefit plans established for members of the Board of Directors and Supervisory Board and other managers within the context of Article 248/3/B of the Securities Code, shall also be approved at the General Meeting. Complies. [I.17 and I.18] I.1.1.6. At least one of the Remuneration Committee’s representatives shall be present at the Annual General Meeting for Shareholders. Complies. [I.15] II.1.5.4. The amount of remuneration received cumulatively and individually in other companies of the group and the pension rights acquired during the financial year in question shall be disclosed in the Annual Report on Corporate Governance. Complies. [II.31]

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II.2. Board of Directors II.2.1. Within the limits established by law for each management and supervisory structure, and unless the company is of a reduced size, the Board of Directors shall delegate the day-to-day running and the delegated duties shall be identified in the Annual Corporate Governance Report. Complies. [II.1, II.3] II.2.2. The Board of Directors must ensure that the company acts in accordance with its goals, and shall not delegate its duties, namely in what concerns: i) definition of the company’s strategy and general policies; Complies. [II.3] ii) ii) definition of the corporate structure of the group; iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved. Complies. [II.3] II.2.3. Should the Chair of the Board of Directors carry out executive duties, the Board of Directors shall set up efficient mechanisms for coordinating non-executive members that can ensure that these may decide upon, in an independent and informed manner, and furthermore shall explain these mechanisms to the shareholders in the corporate governance report. Complies. [II.8] II.2.4. The annual management report shall include a description of the activity carried out by the non-executive Board Members and shall mention any restraints encountered. Complies. [II.17] II.2.5. The company shall expound its board members' rotation policy, including the person responsible for the financial area, and report on same in the Annual Corporate Governance Report. Complies. [II.11] II.3. Chief Executive Officer (CEO), Executive Committee and Executive Board of Directors II.3.1. When Directors that carry out executive duties are requested by other Board Members to supply information, the former shall do so in a timely manner and the information supplied must adequately suffice the request made. Complies. [II.8] II.3.2. The Chair of the Executive Committee shall send the convening notices and minutes of the meetings to the Chair of the Board of the Directors and, when applicable, to the Chair of the Supervisory Board or the Auditing Committee. Complies. [II.8] II.3.3. The chair of the executive board of directors shall send the convening notices and minutes of the meetings to the chair of the general and supervisory board and to the chair of the financial matters committee. Not applicable to the governance model adopted by Brisa. II.4. General and Supervisory Board, Financial Matters Committee, Audit Committee and Supervisory Board II.4.1. Besides fulfilling its supervisory duties, the general and supervisory board shall advise, follow-up and carry out on an on-going basis, the assessment on the management of the company by the executive board of directors. Besides other subject matters, the General and Supervisory Board shall decide on: (i) the definition of the strategy and general policies of the company; (ii) the corporate structure of the group; (iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved.

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(iv) Not applicable to the governance model adopted by Brisa. II.4.2. The annual reports and financial information on the activity carried out by the general and supervisory committee, the financial matters committee, the audit committee and the audit board shall be disclosed on the company’s website together with the financial statements. Complies. [II.4] II.4.3. The annual reports on the activity carried out by the general and supervisory board, the financial matters committee, the audit committee and the audit board shall include a description on the supervisory activity and shall mention any restraints that they may have come up against. Complies. [II.4] II.4.4. The general and supervisory board, the financial matters committee, the audit committee and the audit board (depending on the applicable model) shall represent the company with the external auditor, and shall propose the supplier, respective remuneration and ensure that adequate conditions for the supply of these services are in place within the company, and will act as liaison officer between the company and the first recipient of the reports. Complies. [II.24] II.4.5. According to the applicable model, the general and supervisory board, the financial matters committee, the audit committee and the audit board shall assess the external auditor on an annual basis and advise the General Meeting as to his/her discharge where justifiable. Not applicable. [II.24] II.4.6. The internal audit services and those that ensure compliance with the rules applicable to the company (compliance services) shall functionally report, in the case of companies adopting the Latin model, to an independent director or to the audit board, regardless of the hierarchical relationship that these services have with the executive management of the company. Complies. [II.24] II.5. Special Committees II.5.1. Unless the company is of a reduced size and depending on the adopted model, the board of directors and the general and supervisory committees, shall set up the necessary Committees in order to: (i) ensure that a competent and independent assessment of the Executive Directors’ performance is carried out, as well as its own overall performance and further yet, the performance of all existing committees; Complies [II.17], (ii) review the adopted governance system and verify its efficiency and propose to the competent bodies measures to be carried out with a view to its improvements; Complies [II.17], (iii) in due time identify potential candidates with the high profile required for the performance of director's duties. Complies, to the exact extent permitted by law. [II.1II.16, II.17]. II.5.2. Members of the remuneration committee or alike shall be independent from the members of the board of directors and include at least one member with knowledge and experience in matters of remuneration policy. Complies [II.38 and II.39.] II.5.3. Any natural or legal person which provides or has provided over the past three years services to any structure subject to the board of directors, to the board of directors itself or that had any relationship with the company's consultant shall not be recruited to assist the remuneration committee. This recommendation also applies to any natural or legal person tied to the said

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corporate bodies by an employment contract or contract for the rendering of services. Complies. [II.39] II.5.4. All the Committees shall draw up minutes of the meetings held. Complies.[II.1] III. INFORMATION AND AUDITING III.1. General Disclosure Duties III.1.1. Companies shall maintain permanent contact with the market thus upholding the principle of equality for shareholders and ensuring that investors have equal access to information. To this end, the company shall create an investor assistance unit. Complies. [III.16] III.1.2. The following information that is made available on the company’s Internet website, shall be disclosed in the English language: (a) Corporate name, public company status, headquarters and remaining data set forth in Article 171 of the Commercial Companies Code; (b) Articles of Association; [III.16]. (c) Credentials of the members of the board of directors and the market liaison officer; (d) Investor Assistance Unit - its functions and access tools; [III.16] (e) Account reporting documents; [III.16]. (f) Half-yearly calendar on corporate events; [III.16]. (g) Proposals sent through for discussion and voting during the general meeting; [III.16]. (h) Notices convening general meetings. Complies [III.16]. III.1.3. Companies shall advocate the rotation of auditors after two or three mandates, whether they are of four or three years respectively. Their continuance beyond this period must be based on a specific opinion for the supervisory board to formally consider the conditions of auditor independence and the benefits and costs of replacement. Does not comply. [III.17] III.1.4. The external auditor must, within its powers, verify the implementation of remuneration policies and systems, the efficiency and functioning of internal control mechanisms and report any shortcomings to the company's supervisory board. Complies. [External Auditor Report] III.1.5. The company shall not recruit the external auditor for services other than audit services, nor any entities with which same takes part or incorporates the same network. Where recruiting such services is needed, said services should not be greater than 30% of the total value of services rendered to the company. The hiring of these services must be approved by the supervisory board and must be expounded in the annual corporate governance report. Does not comply. [III.17] IV. CONFLICTS OF INTEREST IV.1.1. Where deals are concluded between the company and shareholders with qualifying holdings, or entities with which same are linked in accordance with Article 20 of the Securities Code, such deals shall be carried out in normal market conditions. Not applicable. [III.12] IV.1.2. Where deals of significant importance are undertaken with holders of qualifying holdings, or entities with which same are linked in accordance with Article 20 of the Securities Code, such

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deals shall be subject to a preliminary opinion from the supervisory board. The procedures and criteria required to define the relevant level of significance of these deals and other conditions shall be established by the supervisory board. Complies. [III.13]

CHAPTER I

I. SHAREHOLDERS' MEETING IV.2. The Board of the General Meeting is made up as follows: Chairman: António Manuel de Carvalho Ferreira Vitorino Vice-Chairman: Francisco de Sousa da Câmara Secretary: Tiago Severim de Melo Alves dos Santos (Corporate Secretary) The Company will provide to the Chair of the General Meeting Board the necessary and adequate human resources and logistic support to prepare and hold the general meetings in an independent, efficient and competent way. Minutes and attendance lists of the general meetings held since 2006 are available on Brisa website www.brisa.pt . IV.3. The current corporate mandate is for the 2011-2013 period. IV.4. The remuneration of the Chairman of the Board of the General Meeting is of € 5 000 per meeting. IV.5. Not applicable under the terms of art. 23 of the Securities Code (CVM). IV.6. Not applicable under the terms of art. 23 of the Securities Code (CVM). IV.7. Brisa share capital is represented by 600 million listed shares at the nominal price of 1 Euro per share, equal in terms of rights and classes. Each share corresponds to one vote. Brisa was in fact, the first company to establish the principle of one share one vote, having at the same time abolished any restrictions to the free exercise of the right to vote. IV.8. There are no special categories of shares or statutory rules restricting the exercising of voting rights by any shareholder, regardless of the number of shares it may hold.

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IV.9. There are no statutory rules establishing any constitutive or deliberative quorum, the Company being subject in this regard to provisions in the Companies Code. IV.10. The company's articles of association provides no restrictions to voting by correspondence. Article 14 of the Company's Articles of Association regulates voting by correspondence as follows: "1 - Shareholders may exercise their voting rights by correspondence in regard to any deliberation, under the terms and conditions provided in the following paragraphs and any other that may be provided in regulations drawn up by the Board of Directors, pursuant to the law and these articles of association. 2 - In case of voting by correspondence, shareholders may only vote on proposals previously presented and submitted to their appreciation. 3 - If a new proposal is submitted or if the proposal formerly submitted and voted by correspondence is altered, the vote cast under these terms shall be considered as a negative vote. 4 - The vote cast under the terms of the previous paragraph shall remain valid for a meeting held on second call, unless the shareholder is present at the latter." IV.11. Forms for the exercising of voting by correspondence are available at www.brisa.pt . IV.12. Since the 2007 General Meeting held on March 28 of that year, votes sent by post must be received by the company at least three business days prior to the general meeting. IV.13. Shareholders may also vote over the Internet site www.brisa.pt, provided that, up to the tenth day after the public announcement of the General Meeting, the Company head office receives a letter (written in accordance with the model on the Internet site) addressed to the Chairman of the General Meeting, with certified signature (or, in the case of natural persons, a letter holding their signature and enclosing a copy of their respective identity card), containing a password selected by the shareholder and an electronic address to which the 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 above mentioned Internet site www.brisa.pt. These shareholders may exercise their right to vote as from 0:00 a.m. of the eleventh day counting from the date of the public announcement of the General Meeting. The referred certificate of the financial intermediary issued as provided hereinabove must be received until 11:59 p.m (GMT) of Registering Date with reference to 0:0 a.m of Registering Date, subject to the votes of respective shareholders not being considered. IV.14. Minutes of general meetings are available at the company's website.

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IV.15. Minutes of Brisa general meetings which include the results of all voting cast since 2006 are available at the company's website. IV.16. As a rule, a member of the Remuneration Committee is present at Annual Shareholders Meeting, as recorded in respective minutes of meeting. IV.17. One of the principles laid down many years ago by Portuguese law is that the remuneration of the management body falls exclusively to the General Meeting that may delegate this duty to a remuneration committee. The 2011 Annual General Meeting appointed a Remuneration Committee for the 2011-2013 period and appreciated a statement of this Committee on the criteria for determining the remuneration of the management body. Another principle laid down long ago in Portuguese Law is the Annual General Meeting's duty to appraise the performance of the management and audit bodies. Under the terms of the law in force, performance appraisal of managers not belonging to the corporate bodies elected by the General Shareholders' Meeting falls exclusively to the Board of Directors. However, at the 2012 Annual Meeting, the Board of Directors submitted the following statement to the approval of shareholders: “Managing Staff are a major asset of Brisa as main drivers to achieve pre-set goals. Standing in hierarchic terms immediately below the board of directors, their task is to put into practice the company's main action plans, decentralizing, following up, motivating, and ultimately ensuring that the goals are met in the exact terms laid down. In this light, the Managing Staff should perform their duties diligently and prudently, in the company's interest. Likewise, it is in the company's interest that the Managing Staff benefit from incentives that sufficiently encourage their performances. Given their relevant role in the development of the company's global business, the Managing Staff are submitted to a complex and continuous assessment process, involving three phases: fixing of goals, follow-up of respective execution and final assessment. Assessment is made at two levels: skills shown and goals met. In 2010 a benchmark of skills carried out by external consultants was established, covering all managing staff. Goals were also reviewed, comprising corporate goals, a number of common economic and financial metrics and individual goals. These figures are associated to performance indexes, resulting in a matrix holding the performance of corporate goals on one axis and individual performance on the other. To each combination of corporate and individual performance will correspond a specific amount of variable remuneration. In 2011 the Managing Staff consisted of 32 individuals who received a fixed remuneration of € 5 580 162,09 and variable remuneration of € 274 461,44, -based on the performance evaluation concerning 2010, plus defined benefits in the amount of € 216 243,01.

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IV.18. Any plan for the acquisition of shares by members of the Board of Directors or managing staff shall always be decided and monitored by the General Meeting. IV.19. The Annual Shareholders' Meeting held on 28 March 1989 approved the granting of a supplementary retirement pension which also covers directors and managing staff of other companies of the Group. IV.20. Not applicable, as there is no restriction to voting and no voting caps or shareholders' agreements or other instruments restricting the free transferability of the shares. IV.21. There are no measures aimed at automatically causing serious erosion of the company's equity in the event of change in control or in the composition of the managing board. IV.22. There are no agreements of understandings of any kind that may enter into force, or be amended or cease in case of change in company control. IV.23. No agreements exist between the company and members of the management board or managing officers under the terms of paragraph 3 of art. 248-B of the Securities Code establishing compensation if they resign or are made redundant without a valid reason or if their employment ceases following a change in company control.

CHAPTER II

V.BOARD OF DIRECTORS AND SUPERVISORY BOARD Section I General V.1. Corporate bodies Board of the General Meeting Chairman António Manuel de Carvalho Ferreira Vitorino Vice-Chairman Francisco de Sousa da Câmara Corporate Secretary Tiago Severim de Melo Alves dos Santos Board of Directors Chairman Vasco Maria Guimarães José de Mello * Vice-Chairman João Pedro Stilwell Rocha e Melo * Member João Pedro Ribeiro de Azevedo Coutinho *

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Member António José Lopes Nunes de Sousa * Member Daniel Alexandre Miguel Amaral * Member António José Fernandes de Sousa Member Martin Wolfgang Johannes Rey Member Rui Alexandre Pires Diniz Member Antonino Lo Bianco Member Michael Gregory Allen Member Maria Margarida de Lucena de Castelo-Branco Corrêa de Aguiar Member Jorge Manuel Pereira Caldas Gonçalves ** Member Luís Eduardo Brito Freixial de Goes *** Member Graham Peter Wilson Marr ****

*Executive Committee ** Co-opted in July 2011, replacing Prof. António Nogueira Leite, who resigned. ** Co-opted in August 2012, replacing Dr. José Francisco Aljaro, who resigned ** Co-opted in October 2012, replacing Dr. João Vieira de Almeida, who resigned. The current corporate mandate is for the 2011-2013 period. Supervisory Board: Chairman Francisco Xavier Alves Member Tirso Olazábal Cavero Member Joaquim Patrício da Silva Official Auditor External Auditor: Alves da Cunha, A. Dias & Associados, SROC nº 74, represented by José Duarte Assunção Dias Alternate Official Auditor José Luís Areal Alves da Cunha Brisa’s governance model consists of a board of directors and a supervisory board, as approved by shareholders. Executive and supervisory functions are thus clearly distinct and therefore held by different bodies. In this framework, the board of directors abides by a rule of solidarity and mutual responsibility between all members. However, without prejudice to this solidarity rule, there is clear advantage in having management bodies composed of executive and non executive members, since the latter - being less involved in current affairs, can hold a more encompassing view of the company and are therefore in a privileged position to contribute in a constructive way to a strategic analysis and follow-up of the companies' businesses, identifying any inefficiency, suggesting changes and improvements, or even alternative solutions. In this context, two further committees besides the Executive Committee were created within the scope of the Board of Directors, which only include non executive directors: the Corporate Governance Monitoring Committee to monitor and supervise matters relating to corporate governance and sustainability and the Audit and Risk Management

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Committee, in charge of monitoring internal auditing and risk management issues. Minutes are drafted of all meetings held by both the Board of Directors and every committee. In these terms, the Board of Directors makes a positive assessment of this corporate governance structure, as it considers that in the light of developed activity and shareholder structure and past experience, this is the most appropriate system to ensure an efficient and transparent governance, capable of creating value to all shareholders. V.2. The corporate governance system adopted at Brisa consists of a Board of Directors and a Supervisory Board; therefore, besides the committees set up within the Board of Directors and described in II.1 hereinabove, there are no other committees with management or supervisory powers. Organizational charts relating to the structure of corporate bodies and areas of responsibility of the Executive Committee are shown below. Detailed information on the delegation of powers within the Board of Directors is described in Paragraph II.3. V.3. Organisational charts Pursuant to the law currently in force, in companies with a governing structure such as that of BRISA (Board of Directors and Supervisory Board) the Board of Directors is a collective body whose members exercise functions in their personal capacity, regardless of whom appointed or proposed them. The Board of Directors consists of fourteen directors, five of which make up the Executive Committee.

Corporate Bodies Board of Directors/ General Meeting Executive Committee (GM) Supervisory Board : (BD/EC) Corporate Secretary Chairman António Vitorino Chairman Francisco Xavier Chairman Vasco de Mello Tiago Melo Vice Chairman Francisco de Alves Vice-Chairman Pedro Rocha e Sousa Câmara Member Tirso Olázabal Melo Corporate Secretary Tiago Cavero Member João Azevedo Coutinho Committees Melo Member Joaquim Patrício Member António Nunes de Sousa da Silva Member Daniel Amaral Official Auditor Alves da Member António Fernandes de Elected by the GM Cunha, Assunção Dias & Sousa Remuneration Committee Associados Member Martin Rey Chairman Luis Cortes Martins Member Rui Diniz Member Pedro Norton de Matos Member Antonino lo Bianco Member Jaime Anahory Member Michael Allen Member Margarida Corrêa de Appointed by the BD Aguiar Sustainability and Corporate Member Jorge Gonçalves Governance Committee Member Luis Brito de Goes Chairman Margarida Corrêa de Member Graham Marr Aguiar Member Michael Allen Member Luis Brito de Goes

Audit and Risk Management Committee (ComAud) Chairman António Fernandes de Sousa Member Martin Rey Member Rui Diniz

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Nine of the 14 members of the Board of Directors are non-executive members, namely António José Fernandes de Sousa, Martin Wolfgang Johannes Rey and Maria Margarida de Lucena de Castelo- Branco Corrêa de Aguiar who are independent, which means that they are not associated to any specific interest group cohabiting within the Company. Under statutory terms, the Board of Directors meets at least once each quarter. The executive management of the company falls to the Executive Committee. Pursuant to the governance model adopted at BRISA, the Chairman of the Board of Directors is also the Chairman of the Executive Committee. The Executive Committee has been invested with the broadest management powers, except for those which are, for legal or statutory reasons, reserved to the Board of Directors. Under these terms, the following duties fall to the Board of Directors. (a) Co-option of Directors; (b) Convening of General Meetings; (c) Draw up of annual reports and accounts; (d) Provision of surety bonds, personal or tangible securities or any other surety on the company’s behalf; (e) Relocation of the head-office and capital increases; (f) Mergers, demergers and transformation of the company. (g) Approval of any Business Plan, including any amendment or revision of such plan. (h) Approval of the annual budget, including any revision of such budget; (i) (i) Entering of relevant contracts, assuming of liabilities, asset purchase or disposal, including holdings in other companies where respective estimated value exceeds, on an individual basis, (i) € 100 000 000 (one hundred million Euro) if provided for in the annual budget or (ii) € 10 000 000 (ten million Euro), if not provided for in the annual budget; (j) Loans, financing, bonds, debt securities, commercial paper and other forms of financing, including the issuing of sureties or stand-by sureties in amount exceeding, on an individual basis i)€ 100 000 000 if provided for in the annual budget or (ii) € 10 000 000 (ten million Euro), if not provided for in the annual budget; (k) Any of the subjects referred to in paragraphs (a) to (d) hereinabove relating to any of the Company’s subsidiaries. (l) Transactions (including any commitment to conclude such transactions) likely to result in the transfer or encumbrance of any shares held by the Company in any of its subsidiaries which, directly or indirectly, operates as concessionaire of the concession the bases of which were approved by Decree-law 247-C/2008, of 30 December (or any amendment thereto which includes in its object at least the motorways specified therein) (the “Main Concession”); (m) Contracts, agreements or any transactions resulting, directly of indirectly, in the transfer or encumbrance of the Main Concession, including those resulting from internal reorganizations of the corporate group controlled by the Company; (n) Loans, financing, bonds, debt securities, commercial paper and other forms of financing, including the issuing of sureties or stand-by sureties in amount exceeding, on an individual basis i)€

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100 000 000 if provided for in the annual budget or (ii) € 10 000 000 (ten million Euro), if not provided for in the annual budget; (o) Any of the subjects referred to in paragraphs (a) to (d) hereinabove relating to any of the Company’s subsidiaries. (p) Transactions (including any commitment to conclude such transactions) likely to result in the transfer or encumbrance of any shares held by the Company in any of its subsidiaries which, directly or indirectly, operates as concessionaire of the concession the bases of which were approved by Decree-law 247-C/2008, of 30 December (or any amendment thereto which includes in its object at least the motorways specified therein) (the “Main Concession”); (q) Contracts, agreements or any transactions resulting, directly of indirectly, in the transfer or encumbrance of the Main Concession, including those resulting from internal reorganizations of the corporate group controlled by the Company; (r) Contracts, agreements or any transactions resulting, directly of indirectly, in a dilution of the Company’s financial holding in the Main Concession, including as result of the issuing of shares or other convertible securities into shares representing the share capital of the Company and/or any subsidiary of the Company, including Brisa Participações SGPS, S.A., Brisa – Concessão Rodoviária SGPS, S.A. and Brisa – Concessão Rodoviária, S.A. (or any other company that may directly or indirectly replace them in the development of the businesses comprised in the Main Concession) (the “Concession Companies”). (s) Delivery of funds to Brisa by any of the Concession Companies, whether via distributions or loans or via proposals of payment of such distributions or loans, whenever the amount to deliver accounts for less than 80% (eighty percent) of the funds available in the balance sheet of Brisa – Concessão Rodoviária, S.A. (taking into account relevant legal restrictions as well as existing restrictions, including those stemming from loans obtained with third parties). (t) Changes to the articles of association or internal regulations relating to the corporate bodies of any of the Concession Companies, including split-offs, mergers, dissolution, subordination or group contracts, relating to or to be entered by any of these companies. (u) Issuing of binding instructions under the terms of Article 503 of the Companies Code or the exercising of any rights as shareholders, where relating to any of the subjects comprised under this paragraph 3. The articles of association of the Company are available at www.brisa.pt . Non executive directors may request any clarification they deem suitable and will have access to any information they may want, namely minutes and agendas of the meetings of the Executive Committee, either individually or within the scope of any work developed by any of its special committees referred to in II.1. Meetings of the Board of Directors will be summoned and prepared in advance, namely documentation relating to the subjects included on respective agenda will be distributed in time, in order to ensure that all members of the Board of Directors can exercise their duties in an informed and independent way. During 2012 non executive members belonging to special committees took an active part in the meetings of the Board of Directors and also in the works of such committees.

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Areas under the responsibility of the Executive Committee João Azevedo António Nunes de Vasco de Mello Pedro Rocha e Melo Coutinho Sousa Daniel Amaral

General Coordination

Corporate Centre Corporate Centre Corporate Centre Concessions Corporate Centre

Marketing and Legal Administrative Business development international relations

Auditing, Organisation Vision and Strategy Concessions and Quality Litoral Centro Litoral Oeste Concession Human resources Financial Concession Douro Litoral concession Auto -estradas do Operation and Concessions Networks and Systems Atlântico Concession Maintenance Baixo Tejo Concession

Brisa Concession Infrastructures Brisa O&M International

Controlauto – Car Brisa Inovação e Northwest Parkway inspection services Tecnologia Transport Infrastructure Via Verde Portugal Movenience Investment Company

M Call BNV Mobility

Brisa Engenharia e Feedback Brisa

Gestão Highways

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Corporate Centre and Business Areas

Corporate Centre

Auditing, Organisation Administrative and Quality Financial Vision and Strategy Business development

Carlos Salazar de Ana Cláudia Gomes Manuel Matos Manuel Melo Ramos Guilherme Magalhães Sousa

Marketing and Networks and Legal Human resources Institutional relations systems

Luís Geraldes Henrique Pulido Luis D’Eça Pinheiro Rui Gil

Business Areas Concessions Operation and Maintenance Other infrastructures International

Controlauto – Car inspection Brisa Concession Brisa Operação e Manutenção services Northwest Parkway Valdemar Mendes Manuel Lamego Luís Roda Giusepe Nigra Pedro Veiga Costa Vasco Trigoso da Cunha

Litoral Centro Transport Investment Concession Brisa Inovação e Tecnologia Infrastructure Company (TIIC) Movenience Jorge Sales Gomes Manuel Cary Rui Roque José Honorato Medeiros José Braga Francisco Rocio Mendes Francisco Montanha Rebelo

Transport Investment Douro Litoral Concession Via Verde Portugal Infrastructure Company (TIIC) Brisa Nedmobiel Ventures

Manuel Cary Luís Vasconcelos Pinheiro Pedro Mourisca João Portela Francisco Rocio Mendes

Auto Estradas do Atlântico M Call Feedback Highways OMT

José Braga Margarida Charters Pedro Baptista

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V.4. The Supervisory Board issues an annual report describing its activity in the previous year, which is available at the company's website, along with the annual report and accounts. V.5. The risk management policy is set forth by the Board of Directors, which establishes goals and procedures to detect and prevent relevant risks, ascribing responsibilities to the remaining bodies of the Brisa Group. Risk Management aims at ensuring a sustainable business development, safeguarding the Group's value, based on the best practices, allowing to capitalize internal know-how to efficiently manage the risks to which the Group is exposed, namely in the environmental, legal, financial and operational fields. As cornerstone of corporate governance, risk management is part of Brisa’s culture and management processes, it falling to the Group’s employees the responsibility to mitigate risk factors, minimizing their impact and identifying improvement and/or return opportunities, where possible. The risk management process implemented within Brisa Group is based on an integrated, structured, systematised and transversal model, according to COSO (Committee of Sponsorship Organizations of the Treadway Commission) viewing to ensure the use of the best Corporate Governance practices at the following levels: - Fixing of strategic goals in terms of risk taking; - Aligning of the risks effectively incurred with the group's strategic option; - Identification of the main risks associated to the group's activities and respective causes; - Analysis and measuring of the impact and likelihood of occurrence of each of the potential risks; - Establishment of mechanisms to control the execution of the risk management measures adopted and follow their efficiency; - Adoption of internal information and communication mechanisms for the various components of the system, as well as risk alerts; - Regular assessment of the system implemented and adoption of changes deemed necessary. To this end, the company implemented a tool viewing the integrated management of the risk management system, in line with the aspects referred to above, in order to assist the convergence process of risk management with strategic planning. This integrated risk management system allows an annual updating of the identification and assessment of the main risks in the Brisa Group business portfolio as well as determining respective controlling and/or mitigation measures, which in the present unstable economic and financial environment is particularly relevant to support management, from a strategic point of view of sustained development at Group level.

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V.6. In accordance with the governance model adopted by Brisa - consisting of a board of directors and a supervisory board, these two bodies play a crucial role in the creation and monitoring of internal control and risk management systems, assessing their operation and adjusting them to corporate needs. The board of directors set up the Audit and Risk Management Committee, made up of three non executive and mostly independent directors, whose mission is to follow audit and risk management related issues, and monitor the activity of the Audit and Quality Division, submitting to the Board any changes deemed relevant. This Committee is the privileged contact of the Supervisory Board, which holds specific and legally established powers in this field. V.7. Besides the rules governing the company's corporate bodies, which are available at www.brisa.pt, there are no other rules on incompatibility or maximum number of offices that can be held. Section II – Board of Directors V.8. Pursuant to the governance model adopted at BRISA, the Chairman of the Board of Directors is also the Chairman of the Executive Committee. Non executive members of the Board of Directors have access to any documentation relating to meetings of the Board of Directors and the Executive Committee, and they may request additional information in order to perform their duties as informed, independently and efficiently as possible. V.9. Following the risk assessment carried out pursuant to the system described in II.5, the following major risk groups likely to affect Brisa's normal business development were pinned down: Operational Risks Brisa is a reference company in the road and transport sector. As such, risk management is mandatory for the sustainable development of its operations. The Group's commitment to improvement is shown in the continuous investment in excellence and innovation at all levels and operations, with special focus on clients expectations, namely in terms of traffic safety, comfort and fluidity and the quality of roads and services provided, which constitute a clearly distinguishing factor in relation to its peers. Within this scope, continuous organisation and support to prevention campaigns and improvement of the network's safety features, namely improvement and widening works in accordance with the Group's required standards and the law, view to create the necessary conditions for a better traffic flow. The existence of a management and crisis communication model to respond to emergency situations and the establishment of specific contingency plans for the different areas attest for the concern and rigour placed on the management of the Group's operations. In terms of Health and Safety at Work, Brisa Group has a specialised structure that supervises and performs the central and local coordination of the health and safety plans associated to risk activities.

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The Operational Coordination Centre, assisted by a telematics and road safety structure, ensures the recording, processing and availability of updated and timely information to clients and complementary services. The Brisa Group promotes a culture of innovation, having inclusively a subsidiary company fully devoted to it, which enables the Group to achieve its engagement to this critical area, remaining at the forefront of technological evolution and modernisation of its infrastructures and operations, based on a commendable and innovating partnership policy with various companies and reference universities. The systematic concern to develop efforts to identify operating risks and define management measures to mitigate them is part of the Group's strategy to face a continuously changing and increasingly demanding and globalised world change, where prevention is crucial. These activities allow defining mitigating measures adequate to current business needs but also to act ahead and prevent potential risk situations. Regulation & Compliance Risks The operation of road concessions is subject to specific and comprehensive regulations. Hence, the risk stemming from regulatory changes is particularly relevant. The Legal Department follows closely the regulatory evolution of Brisa's activities and markets and proposes legal steps and solutions deemed more adequate to the normal development of the Group's various operations, in accordance with the legal framework in force at any time. We point out the work developed over last year and to be continued this year, viewing the convergence of procedures and practices to new road safety requirements. Environmental Risks Environmental management throughout design, construction and operation phases is a top priority of Brisa's risk management system. Accordingly, the ongoing work developed in this field since long ago includes the early recognition of environmentally risky situations, in order to act preventively to eliminate or mitigate their impact, based on the Environmental Policy in force. Brisa introduced a new environmental management tool in the field of eco-efficiency. By this, the company was able to integrate environmental risk management throughout the entire value chain, from managing environmental impacts to managing related costs and benefits. The existence of environmentally certified companies according to ISO 14001, internationally recognized as guidelines for corporate environmental management as well as the adoption by the Group of its own specific guidelines (Environmental Policy Statement), eco-efficiency criteria, quantitative goals concerning environmentally critical indicators and a Sustainability Management Information System strengthen its strict standards, in the continuous search for improvement and a sustainable business performance.. Information systems risk The Group's information systems area is viewed by the Group as a crucial instrument for sustained growth, given the continuous technological innovation and its contribution to improving efficacy and efficiency in business processes. The laying down of a medium and long term risk management in information systems, including a Disaster Recovery solution, which are by definition closely related to business processes, allows to

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significantly reduce the risk of operating losses in those circumstances, while ensuring the efficacy of investments made and permitting a quick reaction in the event of sudden changes in business environment. The systematic and parallel development of activities in multiple areas, including areas relating to safety of information and resilience to failures in infrastructures has also provided greater efficiency in handling this type of risks. As far as internal controls and information supporting processes, the Group is strengthening its structure by systematically and continuously reassessing its information systems, encouraging the adoption of best practices in this area, namely the ITIL framework . Amongst the activities developed in 2012 with significant influence in the mitigation of these risks, we point out the continued implementation of a corporate policy on information systems, including, the development in 2011 of a critical assessment of the systems and applications which support the Group's business processes, called Business Impact Analysis (BIA), the final implementation of a Disaster Recovery Solution, thus ensuring that in the event of Disaster, the Group will have all the information means required to continue operating. Financial Risks Like all corporate groups in general, Brisa Group is exposed to a number of financial risks arising out of its activity. These involve, in particular, 1) liquidity and interest rate risks stemming from financial liabilities, 2) exchange rate risks resulting from investment in Northwest Parkway, in the United States, and 3) counterparty risk to which the company is exposed when contracting risk hedging operations and financial applications. Financial risk management policies are approved by the Executive Committee, following opinion of the Audit and Risks Management Committee and put into practice by the Financial Division (DFI) of Brisa Auto-Estradas. DFI is in charge of identifying and quantifying the financial risks to which the Group is exposed, and to propose and implement measures to manage/mitigate them. The management of financial risks centralised at DFI covers foreign exchange transactions, financing operations, treasury surplus applications, contracting of hedging instruments and management of counterpart risk. All financial risk operations involving the use of derivative instruments must be approved by the Financial Director or the Executive Committee. Participation in tenders for new concession contracts is also subject to the risk management/mitigation policy. Project finance is the financing structure used in this type of projects, viewing to ensure the operational, financial and legal separation of each project. The creation of companies with their own financing structures with no recourse to Brisa Auto-Estradas cash flows or assets (besides capital commitments the amount of which is known from the start) enables to limit and quantify the risk taken by Brisa when investing in new concessions. Moreover, Brisa enters in these projects in partnership, normally with minority stakes, thereby mitigating its exposure to each project. Adding to the above, in 2010, as its corporate reorganization was completed with separation and ring-fencing of Brisa Concession into a newly formed company (Brisa Concessão Rodoviária, S.A.,- BCR), the financial risks to which BCR is subject were considerably mitigated as an innovating financial structure was implemented. The innovating financial structure set up at BCR revealed crucial to access international debt markets in 2012, thus mitigating the company's refinancing risk. Note that BCR financial structure integrates a risk hedging policy with its own risk management

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rules and s guidelines, including for instance a minimum ratio of fixed rate debt, non existence of significant non hedged foreign exchange exposures, as well as a minimum financial solidity (according to rating) required from counterparties to perform financial operations. V.10. The powers of the Board of Directors are those legally and contractually established. Specifically in what concerns resolutions relating to share capital increases, article 7 of the company's articles of association establishes that the Board of Directors, may in cases legally permitted, decide on the issuing of bonds and/or other securities both on the domestic and international markets, including bonds that are convertible into shares, bonds giving right to the subscription of shares and/or warrants on treasury stock. V.11. The rotation of functions amongst members of the Board of Directors is based on the principle that directors must hold the duties most adequate to their abilities and skills, taking into account the needs and interests of the Company. There is not therefore a mechanical and abstract duty rotation policy, as it is considered that that is not the best way of addressing the interests of the company at each moment. Likewise, there is no provision excluding the application of the said principle in relation to any area in particular, namely the financial area, where experience gathered is particularly important. Under the terms of the Companies Code, in companies with Brisa's governance model (Board of Directors and Supervisory Board), it falls to shareholders assembled in General Meeting to submit proposals for appointment and replacement of members of the Board of Directors and the Supervisory Board. In this light, there is no statutory restriction to the appointment of these two bodies. In case of resignation or definitive impediment of a director during the course of his mandate, the Board of Directors will co-opt a new member, who will be subject to the approval of the first general meeting occurring after the co-opting concerned. In case of resignation or definitive impediment of a member of the Supervisory Board, the vacant seat will be filled by the alternate member of this body. V.12. In 2012 the Board of Directors met 13 times and the Supervisory Board met 14 times. Minutes are drawn up of every meeting. V.13. In 2012, the Executive Committee met 50 times. Non executive directors have access to the minutes of all meetings of the Executive Committee. V.14. Directors Vasco Maria Guimarães José de Mello, João Pedro Stilwell Rocha e Melo, João Pedro Ribeiro de Azevedo Coutinho, António José Nunes de Sousa and Daniel Alexandre Miguel Amaral are executive directors and members António José Fernandes de Sousa, Martin Wolfgang Johannes Rey, Rui Alexandre Pires Diniz, Antonino Lo Bianco, Michael Gregory Allen, Maria Margarida de Lucena de Castelo-Branco Corrêa de Aguiar, Jorge Manuel Pereira Caldas Gonçalves, Luís Eduardo Brito Freixial de Goes and Graham Peter Wilson Marr are non executive directors. If the incompatibility rule provided in article 414-A of the Companies Code exclusively applicable to the members of the Supervisory Board and Board of the General Meeting were to be applied to

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members of the Board of Directors and more specifically to non executive directors, directors Jorge Manuel Pereira Caldas Gonçalves, Luís Eduardo Brito Freixial de Goes, Rui Alexandre Pires Diniz, Antonino Lo Bianco, Michael Gregory Allen, Martin Wolfgang Johannes Rey and Graham Peter Wilson Marr would not comply with the said incompatibility rule, as they hold management functions in five companies. Non executive directors António José Fernandes de Sousa and Maria Margarida de Lucena de Castelo-Branco Corrêa de Aguiar would comply with the said incompatibility rule. Should the independence criteria set forth in paragraph 5 of art. 414 of the Companies Code concerning specifically members of the Supervisory Board be applicable to members of the Board of Directors, non executive directors Martin Wolfgang Johannes Rey and Maria Margarida de Lucena de Castelo- Branco Corrêa de Aguiar would be considered independent. V.15. The company deems as independent any member of the Board of Directors who is not linked to any group of specific interests in the company, namely who does not hold or act on behalf of any holder of a qualifying stake equal or above 2% of the share capital; accordingly, non executive directors António José Fernandes de Sousa, Martin Wolfgang Johannes Rey and Maria Margarida de Lucena de Castelo-Branco Corrêa de Aguiar are considered independent. V.16. Under the terms of the law in force, according to the corporate governance model followed by Brisa, the appointment of directors falls exclusively to the general meeting, upon proposal of shareholders. Therefore, directors cannot interfere in the selection of candidates whether for executive or non executive office. V.17. Report of the Sustainability and Corporate Governance Committee ASSESSMENT REPORT According to recommendations in force, it falls to the Sustainability and Corporate Governance Committee (SCGC) to assess the performance of executive directors and existing committees, including self assessment. In 2011 SCGC followed the parameters and assumptions used in previous years, under the following terms: 1. Scope SCGC restricts assessment exclusively to aspects within its specific scope of attributions, i.e. corporate governance and sustainability, and it does not give its opinion on matters beyond this scope, particularly those of financial or operational nature. Although the sustainability is intrinsically related to financial and economic issues, the committee naturally shares the concern with the present economic situation which also affects the company, but it takes for granted the results of performance and compliance assessments carried out by other corporate bodies. 2. Method SCGC bases its evaluation on an analysis focused on (i) the regularity of the activity of corporate bodies in the light of the policies set forth and corporate governance recommendations in force; (ii) the company's performance at sustainability level, as reflected in the Sustainability Report; and (iii)

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the degree of execution of plans and projects laid down for the year under review and considered important in terms of corporate governance and/or sustainability. Taking into account the collective nature of the corporate bodies under evaluation, SCGC assesses the performance of these bodies and entities collectively and not of each of their members. 3. Assessment In terms of global assessment, SCGC deems that the governance model and structure defined by shareholders at the general meeting is the most adequate and it did not identify any restrains or limitations to the normal and regular operation of corporate bodies and remaining organisational structures, namely during the period of the takeover bid launched over Brisa's share capital, during which the Board of Directors and remaining corporate bodies continued to work with regularity and transparency. 3.1. Executive Committee (EC) No restraints or problems were detected likely to hinder the normal and regular functioning of the executive body. The EC met 50 during 2012 and minutes were drawn up of every meeting held. The EC was present in all Board of Directors’ meetings, having carried out or ordered the carrying out of presentations and provided any clarification required to inform members of the Board of Directors, and the Committee was provided all information and support required for its regular functioning. In a particularly difficult environment - unique in the company's history following reprivatisation - the EC has been summoned to intervene actively in the management of particularly complex situations, maintaining a sustained dialogue with stakeholders, and showing an outstanding ability to provide information and manage their expectations. Our assessment of the performance of the EC is thus positive. 3.2. Audit and Risk Management Committee (ComAud) AudCom plays a crucial role within the scope of Brisa's corporate governance, as it ensures an independent supervision of the company's economic and financial situation. In 2012 ComAud met 9 times, being granted access to all information and receiving the support of the services it required. AudCom holds regular meetings with the company's departments involved in the areas under its jurisdiction, namely the Internal Audit and Quality Office and the supervisory board. These meetings were held on a regular basis during the year under review. AudCom kept an active role in the Board of Directors' meetings, reporting on its activity, making recommendations and requesting information to clarify issues under discussion. Our assessment of the performance of the AudCom is positive. 3.3. Sustainability and Corporate Governance Committee SCGC meets on a quarterly basis, inviting representatives of the company's areas more involved in governance and sustainability issues to attend the meetings. Additionally, the SCGC is informed on a regular basis about the Ombudsman's activity. In what concerns this particular matter, it is worth noting the decision issued in October 2012 by the national data authority approving the rules for the disclosure of irregularities that had been submitted to approval in 2010.

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In 2012 the SCGC met 5 times. Besides following current issues and projects developed by the company falling under its scope, including the presentation and review, amongst others, of the Sustainability Policy, the Governance Model, the Sustainability Report and the Business Plan, a significant part of SCGC activity during 2012 concerned the Takeover Bid on the share capital of Brisa launched on 29 March 2012 by Tagus holdings S.àr.l The SCGC followed this process closely, from the selection of the technical (legal and financial) teams which assisted the Board of Directors to the work developed by these teams, having also sought to ensure that the Board of Directors would adopt and comply with rules in force, namely that members (i) would refrain from making any comments on the merits of the Takeover Bid, so that the Board of Directors Report on the Takeover Bid would be the Company's sole public manifestation on the said offer, (ii) that in the light of the neutrality principle, the Board of Directors would refrain from any action likely to hinder the Takeover Bid and to that extent refrain shareholders' freedom of decision, (iii) that the Board of Directors would act in good faith and in accordance with rules of absolute transparency, specially in what concerned privileged information, preventing information access asymmetries between shareholders (iv) that the Directors Report on the Bid would specify which were the independent directors in relation to the offeror and any other reference shareholders. It should also be noted that on meeting held on 31 October 2012, following the resignation of member Dr. João Vieira de Almeida, the Board of Directors decided to appoint Dra. Margarida Corrêa de Aguiar to replace him as Chairman of the SCGC having also decided to appoint Dr. Luís Goes as member of this Committee. Additionally, the Committee followed a strategic study on sustainability and mobility made in collaboration with external consultants. Internal services' availability and support to the committee's activity are worthy of mention. The SCGC self-assesses its performance positively. V.18. Professional qualification and duties carried out by the members of the Board of Directors in the past 5 years: Vasco Maria Guimarães José de Mello , Chairman of the Board of Directors and Chief Executive Officer of Brisa Auto-estradas de Portugal S.A. since 2000 His current mandate is for the 2011-2013 period. Graduated in Business Administration from the American College of Switzerland, 1978. Attended the Citigroup’s Training Program in New York, from 1978 to 1979. Banco Crefisul de Investimento of Group Citicorp in São Paulo, Brazil, 1980. Managing Director at CUF Finance, a wealth management company in Geneva, Switzerland, 1985. Director of UIF – União Internacional Financeira, 1988. Member and chairman of the board of directors of Banco Mello, Banco Mello de Investimentos and Companhia de Seguros Império and vice-chairman of José de Mello, SGPS (1991-2000). Member of the Strategic Board of CTT – Correios de Portugal, S.A. Member of the Board of Directors of ONI SGPS (2000-2002). Vice-Chairman of the High Council of Banco Comercial Português (2000-2007).

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Member of the Supervisory Board of Bank Millennium - Poland (2005-2007). Member of the Board of Directors of Abertis, Barcelona (2003-2007). Holder of 575 263 Brisa shares.

João Pedro Stilwell Rocha e Melo , Vice-chairman of the Board of Directors and member of the Executive Committee of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since 2002. His current mandate is for the 2011-2013 period. Graduated in Mechanical Engineering from Instituto Superior Técnico in 1985. Post-graduation in Business Administration (MBA) from Universidade Nova de Lisboa in collaboration with Wharton School, of the University of Pennsylvania in 1986. International Capital Markets Course from Oxford University in 1991. Completed the management training programme “Leadership for Top Managers” – IMD International in 2002. Director of Mello Valores – Sociedade Financeira de Corretagem and director-general of Banco Mello de Investimentos. From 1997-2000, Chairman of the Executive Committee of Banco Mello de Investimentos, Director of Banco Mello, Director of Companhia de Seguros Império. Vice-chairman of the Board of Directors of BCP Investimento. He does not hold any Brisa shares.

João Pedro Ribeiro Azevedo Coutinho , member of the Board of Directors and of the Executive Committee of Brisa Auto-estradas de Portugal, S.A.. Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. since 1999. His present mandate is for the 2011-2013 period. Graduated in Business Administration from Universidade Católica Portuguesa in 1982. Completed the management training programme “Leadership for Top Managers”, IMD International in 2002. Senior 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. He does not hold any Brisa shares.

António José Nunes de Sousa , member of the Board of Directors and of the Executive Committee of Brisa Auto-estradas de Portugal, S.A..

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Member of Brisa's Board of Directors since 2008. His current mandate is for the 2011-2013 period. Civil Engineering Degree from Instituto Superior Técnico (IST), 1982. Post-graduation in Business Administration from Universidade Católica Portuguesa, Lisbon, 1998 From 1993 to 1999, he held various managing offices at the Road Authority, and was appointed Manager of Concession Operations in 1996. He joined BRISA Auto-estradas de Portugal, S.A. in 1999, as Technical General Manager until 2001 and Manager of the Undertakings Division in 2002 He was executive director of BRISA Engenharia e Gestão, S.A. (2002 to 2004) and its Chief Executive Officer (from June 2004). From December 2004 to March 2008 he was Director General of BRISA Participações e Empreendimentos, Ltda and member of the board of directors of Companhia de Concessões Rodoviárias, S.A., no Brasil, and chairman of the board of directors of CCR from 2005 to March 2006 . He does not hold any Brisa shares.

Daniel Alexandre Miguel Amaral , member of the Board of Directors and of the Executive Committee of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since 2011. His current mandate is for the 2011-2013 period. Business degree from ISEG. Joined Group Caixa Geral de Depósitos in October 1996, becoming Manager of Caixa- Banco de Investimento, SA from April 2003 to March 2008 and Executive Director of CREDIP – Instituição Financeira de Crédito, SA from April 2007 to March 2008. Member of European Infrastructure Team da Babcock & Brown (April 2008 to June 2009), currently Partner of Arcus Infrastructure Partners. He does not hold any Brisa shares.

António José Fernandes de Sousa , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since 2002. His current mandate is for the 2011-2013 period. Graduated in Business Administration from Universidade Católica Portuguesa in 1977. PhD in Business Administration in the area of Strategic Planning from Wharton School, University of Pennsylvania, 1983. Assistant secretary of state and foreign trade (1991-1993), assistant secretary of state and finance (1993-1994), governor of the Bank of Portugal (1994-2000) and chairman of the board of directors of Caixa Geral de Depósitos (2000- 2004). He does not hold any Brisa shares.

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Martin Wolgang Joahnnes Rey , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since 2007. His current mandate is for the 2011-2013 period. Graduated in Law from Rheinische Friedrich-Wilhelms University in Bonn, having also attended business administration at the University of Hagen. Joined the Babcock Group in 2003, having held various managerial positions at Bayerische Hypo-und Vereinsbank (HVB) before that. He does not hold any Brisa shares.

Rui Pires Diniz , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since 2010. His current mandate is for the 2011-2013 period. Economics degree from Universidade Católica Office Manager of the Lisbon office of Mckinsey & Company (September 2007 to February 2010), Director (Associate) (July 2002 to June 2008) and Consultant (March 1996 to June 2002) . He does not hold any Brisa shares.

Antonino Lo Bianco , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A. Member of Brisa's Board of Directors since 2011. His current mandate is for the 2011-2013 period. Economics degree from Luigi Bocconi University Milan. Founder and associate director of Arcus Infrastructure Fund since July 2009. Founder and director of Babcock & Brown Italy since 1993. Infrastructure for Babcock & Brown group since 2000 to June 2009. He does not hold any Brisa shares.

Michael Gregory Allen , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since 2011. His current mandate is for the 2011-2013 period. Law degree from King's College, London University. Corporate Finance Evening Programme, London Business School. Since 2009 - Partner Arcus Infrastructure Partners LLP. 2007-2009 - executive member of the Infrastructures Team of Babcock & Brown Limited, London. 2004-2007 Director, Investment Banking Merrill Lynch International 2003-2004 Vice-chairman, Investment Banking at Dresdner Kleinwort Wasserstein. 1999-2002 Executive Manager, Investment Banking Goldman Sachs International.

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1991-1999 Associate, Linklaters. He does not hold any Brisa shares.

Maria Margarida de Lucena de Castelo-Branco Corrêa de Aguiar , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since 2011. His current mandate is for the 2011-2013 period. Business Administration degree from Universidade Livre de Lisboa (1983) Specialised training in Business, Finance and Financial Risk Management Advanced program for executives from Universidade Católica Portuguesa – Information Systems and Technologies. PADE - Programa de Alta Direcção de Empresas AESE – Business School. Director of Portugal's energy regulator (2004–2010). Secretary of State for social security (15 th Constitutional Government) Mnaging director of Sociedade Gestora do Fundo de Pensões of Banco de Portugal (1993–2002). Member of the Investment Committee of the Deposit Guarantee Fund (1994–2002). He does not hold any Brisa shares.

Jorge Manuel Pereira Caldas Gonçalves , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since 2011. His current mandate is for the 2011-2013 period. Graduated in Business Administration by Instituto Superior de Economia (ISE) de Lisboa, in 1978. Consultant for the Planning and Development areas of Companhia Nacional de Petroquímica – CNP- EP from 1979 to 1985. Controller of Delphi Packard- Sistemas Eléctricos, SA from 1985 to 1989, and manager and director of Fiseco from 1989 to 1993. General Operations Manager of Banco Mello, SA in 1993, Director of Futuro, SGFP, SA from 1994 to 1995. Director of M Fundos, SGFP, SA from 1994 to 1997 and director-general of Banco Mello, SA from 1995 to 1997. Director of Mello Investimentos, SGPS, SA from 1993 to 1998, and director of Companhia de Seguros Império, SA and Mello Activos Financeiros until 2000. Director-general of José de Mello, SGPS, SA from 2000 to 2003 and director of Império International, SA from 1998 to 2003. Currently chairman of the board of directors of Hanseatica Ruck and director of José de Mello, SGPS, S.A. He does not hold any Brisa shares.

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Luis Eduardo Brito Freixial de Goes , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since August 2012. His current mandate is for the 2010-2013 period. Graduated in Law from Universidade Católica Portuguesa, 1993. Deloitte (Tax Department) from January 1990 to May 1993. Vieira de Almeida e Associados as trainee. from May 1993 to January 1995. Vieira de Almeida e Associados as legal expert in the Corporate and Financial areas from January 1995 to April 2000. Head of the Legal Department of José de Mello SGPS from April 2000 to April 2004, and head of the legal areas of Group José de Mello (Real Estate, Healthcare, Chemicals and Financial areas) from May 2005 to April 2012. Executive Director of José de Mello- Sociedade Gestora de Participações Sociais, S.A. since April 2012. He does not hold any Brisa shares.

Graham Peter Wilson Marr , member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A.. Member of Brisa's Board of Directors since October 2012. His current mandate is for the 2010-2013 period. BSc (Hons)) in Chemistry, Durham University - 1980 Official Auditor (Institute of Chartered Accountants in England & Wales) – 1983 Partner & Chief Operating Office, Arcus Infrastructure Partners LLP – Since July 2009 Executive member of the European Infrastructure Team, Babcock & Brown Limited, London – January 2006 – July 2009; member (and then head) of the Leasing Advisory and Shipping Finance Team of Babcock & Brown, London – November 1996 to January 2006 Price Waterhouse (London & Aberdeen) – September 1980 to November 1996 (Fiscal Partner since July 1992). He does not hold any Brisa shares.

V.19. Positions held by Members of the Board of Directors in other companies Positions held by the Chairman of the Board of Directors of BRISA Auto-estradas de Portugal, S.A., Vasco Maria Guimarães José de Mello:

Brisa – Auto-estradas de Portugal, SA - Chairnan of the Board of Directors and Executive Committee

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José de Mello, SGPS, S.A. - Chairman of the Board of Directors and Executive Committee

Sogefi, Sociedade de Gestão e Financiamentos, SGPS, S.A.- Member of the Board of Directors

BCSD Conselho Empresarial para o Desenvolvimento Sustentável - Member of the Managing Board

Fundação Amélia de Mello - Member of the Managing Board

Fundação EDP - Member of the Curators Council

AEM - Associação de Empresas Emitentes de Valores Cotados em Mercado - Member of the Managing Board

BRISA Concessão Rodoviária, S.A. - Chairman of the Board of Directors

BRISA Serviços Viários, SGPS, S.A. - Chairman of the Board of Directors

BRISA Internacional, SGPS, S.A. - Chairman of the Board of Directors

Via Oeste, SGPS, S.A. - Chairman of the Board of Directors

BRISA Infraestruturas, SGPS, S.A. - Chairman of the Board of Directors

BRISA Participações, SGPS, S.A. - Chairman of the Board of Directors

BRISA Concessão Rodoviária, SGPS, S.A. - Chairman of the Board of Directors

Positions held by the Vice-Chairman of the Board of Directors of BRISA Auto-estradas de Portugal, S.A., João Pedro Stilwell Rocha e Melo:

BRISA - Auto Estradas de Portugal, S.A. - Vice-Chairman of the Board of Directors

BRISA Concessão Rodoviária, S.A. - Member of the Board of Directors

BRISA Concessão Rodoviária, SGPS, S.A. - Member of the Board of Directors

Via Oeste, SGPS, S.A. - Member of the Board of Directors

BRISA Serviços Viários, SGPS, S.A. - Member of the Board of Directors

Brisa Internacional, SGPS, S.A. - Member of the Board of Directors

TECNOHOLDING II – Investimentos Tecnológicos SA - Member of the Board of Directors

Brisa Participações, SGPS, S.A. - Member of the Board of Directors

Brisa Infraestruturas, SGPS, S.A. - Member of the Board of Directors APCAP – Associação Portuguesa das Sociedades Concessionárias de Auto-Estradas com Portagens - Member of the Board of Directors José de Mello – Sociedade Gestora de Participações Sociais, S.A. - Member of the Board of Directors and Executive Committee

Associação Comercial de Lisboa - Member of the Managing Board

Associação Schoenstatt Lisboa - Member of the Managing Board

Associação APOIAR - Member of the Managing Board

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Positions held by Member of the Board of Directors of BRISA Auto-estradas de Portugal, S.A., João Pedro Ribeiro de Azevedo Coutinho:

BRISA - Auto Estradas de Portugal, S.A. - Executive Member of the Board of Directors

BRISA Concessão Rodoviária, S.A. - Member of the Board of Directors

BRISA Serviços Viários, SGPS, S.A. - Member of the Board of Directors

Controlauto Controlo Técnico Automóvel, S.A. - Chairman of the Board of Directors

BRISA Internacional SGPS, S.A. - Member of the Board of Directors

Via Oeste, SGPS, S.A. - Member of the Board of Directors

TECNOHOLDING II – Investimentos Tecnológicos SA - Chairman of the Board of Directors

Brisa Participações, SGPS, S.A. - Member of the Board of Directors

Brisa Infraestruturas, SGPS, S.A. - Member of the Board of Directors

BRISA Concessão Rodoviária, SGPS, S.A. - Member of the Board of Directors

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., António José Nunes de Sousa:

Brisa Auto-Estradas de Portugal S.A. - Executive Member of the Board of Directors

BRISA Concessão Rodoviária, S.A. -Member of the Board of Directors

BRISA Engenharia e Gestão, S.A. - Chairman of the Board of Directors

AEDL – Auto-Estradas do Douro Litoral, S.A. - Chairman of the Board of Directors

MCall Serviços de Telecomunicações, S.A. - Chairman of the Board of Directors

Via Verde Portugal, S.A. - Chairman of the Board of Directors

BRISA O&M, S.A. - Chairman of the Board of Directors

Brisa Inovação e Tecnologia, S.A. - Chairman of the Board of Directors

Via Oeste, SGPS, S.A. - Member of the Board of Directors

Brisa Internacional, SGPS, S.A. - Member of the Board of Directors

BRISA Serviços Viários, SGPS, S.A. - Member of the Board of Directors

TECNOHOLDING II – Investimentos Tecnológicos SA - Member of the Board of Directors

Brisa Participações, SGPS, S.A. - Member of the Board of Directors

Brisa Infraestruturas, SGPS, S.A. - Member of the Board of Directors

BRISA Concessão Rodoviária, SGPS, S.A. - Member of the Board of Directors

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Associação Portuguesa das Sociedades Concessionárias de Auto-Estradas ou Pontes com Portagem - Member of the Board of Directors

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., Daniel Alexandre Miguel Amaral:

BRISAL Auto-Estradas do Litoral, S.A. - Chairman of the Board of Directors

AEDL – Auto-Estradas do Douro Litoral, S.A. - Member of the Board of Directors

Via Oeste, SGPS, S.A. - Member of the Board of Directors

BRISA Serviços Viários, SGPS, S.A. - Member of the Board of Directors

Brisa Internacional, SGPS, S.A. - Member of the Board of Directors

TECNOHOLDING II – Investimentos Tecnológicos SA - Member of the Board of Directors

BRISA Participações, SGPS, S.A. - Member of the Board of Directors

BRISA Infraestruturas, SGPS, S.A. - Member of the Board of Directors

BRISA Concessão Rodoviária, SGPS, S.A. - Member of the Board of Directors

BRISA Concessão Rodoviária, S.A. - Member of the Board of Directors

BRISA International B.V. - Member of the Board of Directors

BRISA International Investments B.V. - Member of the Board of Directors

BRISA United States, LLC - Member of the Board of Directors

BRISA North America Inc. - Member of the Board of Directors

Arcus Infrastructure Partners LLP - Partner

Arcus ISH LLP - Partner

Maintranche, Unipessoal, Lda. – Manager

Positions held by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A, António José Fernandes de Sousa:

STRATORG – Gabinete de Gestão de Empresas, S. A. - Chairman

ECS Sociedade de Capital de Risco, S.A. - Director

ECS capital, SGPS, S. A. - Chairman of the Board of Directors

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A, Martin Wolfgang Johannes Rey:

Babcock & Brown GmbH, Germany - Manager

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Renerco AG, Germany - Vice-Chairman of the Board of Directors

Nordex SE, Germany - Director and Chairman of the Audit and Risk Committee

Babcock & Brown European Investments S.a.r.l, Luxembourg - Director

Knight Infrastructure II BV, The Netherlands - Director and Chairman of the Audit Committee

Sword Infrastructure I BV, The Netherlands - Chairman of the Board of Directors

Minerva Office Equipment GmbH, Germany - Manager

Smaragd GmbH, Germany - Manager

Babcock & Brown Investicije d.o.o, Slowenia - Manager

BayWa R.E. USA LLC, United States of America - Vice-Chairman of the Board of Directors

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., Rui Alexandre Pires Diniz:

José de Mello Saúde – Sociedade Gestora de Participações Sociais, S.A. - Member of the Board of Directors and Executive Committee

José de Mello Saúde España, S.A - Member of the Board of Directors

Escala Braga – Sociedade Gestora do Estabelecimento, S.A. - Member of the Board of Directors

Escala Vila Franca – Sociedade Gestora do Estabeleciemnto, S.A. - Member of the Board of Directors

Hospital CUF Infante Santo, S.A. - Member of the Board of Directors

Hospital CUF Descobertas, S.A. - Member of the Board of Directors

Hospital das Descobertas, S.A. - Member of the Board of Directors

Hospital CUF Porto, S.A. - Member of the Board of Directors

Hospital Amadora-Sintra, Sociedade Gestora, S.A. - Member of the Board of Directors

JMS – Prestação de Serviços Administrativos e Operacionais, ACE - Member of the Board of Directors

JMS – Prestação de Serviços de Saúde, ACE - Member of the Board of Directors

Loja SaúdeCUF – Produtos e Serviços de Saúde e Bem Estar, S.A - Member of the Board of Directors

Parcerias Públicas Privadas na Saúde, SGPS, S.A. - Member of the Board of Directors

José de Mello Saúde – Serviços de Gestão e Consultoria, LDA - Manager

BESO, Serviços de Comodidade e Conveniência, LDA - Manager

Novamente - Associação de Apoio aos Traumatizados Crâneo Encefálicos e suas famílias - Director

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Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A, Antonino Lo Bianco :

Arcus Infrastructure Partners LLP - Partner and member of the Board

Arcus ISH LLP - Partner and member of the Board

AEIF Founder Partner Limited - Director

AEIF General Partner Limited - Director

Arcus Infrastructure UK Limited - Director

Arcus Infrastructure GP Limited - Director

Arcus Infrastructure Corporate Limited - Director

Arcus Infrastructure Limited - Director

AEIFFP GP Limited - Director

EIF Bidco Limited - Director

AEIFFP LP - Partner

Arcus Infrastructure Services Italy Srl - Director

Otter Ports Holdings Limited - Director

Otter Ports Limited - Director

Otter Ports I Limited - Director

Otter Ports II Limited - Director

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A, Michael Gregory Allen :

BRISA Concessão Rodoviária, S.A. - Member of the Board of Directors

Arcus Infrastructure Partners LLP - Partner

Arcus ISH LLP - Partner

Maintranche, Unipessoal, Lda. – Manager

AEIF Malta (Brisa) Limited - Member of the Board of Directors

Tagus Holdings, S.àr.l. - Manager

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., Maria Margarida de Lucena de Castelo-Branco Corrêa de Aguiar:

ENTRAJUDA – Apoio a Instituições de Solidariedade Social Voluntariado - Member of the Board

IX - CORPORATE GOVERNANCE RE PORT 98 2012 Consolidated Annual Report

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., Jorge Manuel Pereira Caldas Gonçalves :

José de Mello – Sociedade Gestora de Participações Sociais, S.A. - Member of the Board of Directors and Executive Committee

José de Mello Investimentos, SGPS, SA - Member of the Board of Directors

José de Mello Energia, SGPS, S.A. - Member of the Board of Directors

José de Mello Participações II, SGPS, S.A. - Member of the Board of Directors

José de Mello Saúde, SGPS, S.A., - Member of the Board of Directors

José de Mello Serviços, Lda - Manager

José de Mello International - Chairman of the Board of Directors

BRISA - Auto Estradas de Portugal, S.A. - Member of the Board of Directors

Efacec Capital, SGPS, S.A. - Member of the Board of Directors

TecnoCapital, SGPS, S.A. - Member of the Board of Directors

Hanseática Ruckversicherungs AG - Chairman of the Supervisory Board

Findtoday- Actividades Imobiliárias, Lda - Manager

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., Luis Eduardo Brito Freixial de Goes

José de Mello – Sociedade Gestora de Participações Sociais, S.A. - Member of the Executive Committee

COMITUR – Sociedade Gestora de Participações Sociais, S.A. - Member of the Board of Directors

COMITUR IMOBILIÁRIA, S.A. - Member of the Board of Directors

EFACEC CAPITAL, SGPS, S.A. - Member of the Board of Directors

JOSÉ DE MELLO – Investimentos, SGPS, S.A. - Member of the Board of Directors

José de Mello – Sociedade Gestora de Participações Sociais, S.A. - Member of the Board of Directors

José de Mello Energia, SGPS, S.A. - Member of the Board of Directors

José de Mello Imobiliária, SGPS, S.A - Member of the Board of Directors

José de Mello International - Member of the Board of Directors

José de Mello Participações II, SGPS, S.A. - Member of the Board of Directors

Sociedade Imobiliária e Turística do Cojo, S.A. - Member of the Board of Directors

TAGUS HOLDING S.à.r.l - Member of the Board of Directors

Tecnocapital, SGPS, S.A. - Member of the Board of Directors

IBOMÍLIA – Sociedade Imobiliária, S.A. - Sole Director

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 99

SCAURI – Consultadoria Económica e Participações, S.A. - Sole Director

31 de Maio – Associação para a Promoção da Educação - Member of the Board

M DADOS, Sistemas de Informação, S.A. - Chairman of the Board of the General Meeting

S.P.S.D. – Sociedade Portuguesa de Serviços Domiciliários, S.A. - Chairman of the Board of the General Meeting

Sociedade Agrícola D. Diniz, S.A. - Chairman of the Board of the General Meeting

Sociedade Agrícola do Vale de Perditos, S.A. - Chairman of the Board of the General Meeting

SOGEFI – Sociedade de Gestão e Financiamentos, SGPS, S.A. - Vice-Chairman of the Board of the General Meeting

Duties carried out by Member of the Board of Directors of Brisa Auto-estradas de Portugal, S.A., Graham Peter Wilson Marr:

Arcus Infrastructure Partners LLP - Partner

Arcus ISH LLP - Partner

Arcus Infrastructure Partners LLP - Partner

Arcus ISH LLP - Partner

AEIF Founder Partner Limited - Director

AEIF General Partner Limited - Director

Angel Trains Group Limited – Director

EIF Bidco Limited - Director

Forth Ports Limited - Director

London Container Terminal (Tilbury) Holdings Limited - Director

Otter Ports Holdings Ltd - Director

Otter Ports I Limited - Director

Otter Ports II Limited - Director

Otter Ports Limited - Director

Tagus Holdings S.à r. L. - Manager

Willow Holdco 1 Limited - Director

Willow Holdco 2 Limited - Director

Willow Topco Limited - Director

Willow Bidco Limited - Director

Willow Rolling Stock UK Limited - Director

IX - CORPORATE GOVERNANCE RE PORT 100 2012 Consolidated Annual Report

Section III Supervisory Board I.21. Supervising duties are entrusted to a Supervisory Board made up of three independent members and an External Auditor, as follows: Chairman Francisco Xavier Alves Member Tirso Olazábal Cavero Member Joaquim Patrício da Silva External Auditor: Alves da Cunha, A. Dias & Associados, SROC nº 74, represented by José Duarte Assunção Dias ROC no. 513, with office at Rua Américo Durão, 6-8º Esqº, 1900 – 064 LISBOA. The present Supervisory Board was elected for the 2011-2013 period and all its members comply with incompatibility rules provided in paragraph 1 of art.414 and are independent in the light of the criteria laid down in paragraph 5 of article 414, both of the Companies Code. V.20. Professional Qualifications and duties carried out by the members of the Supervisory Board Francisco Xavier Alves , is President of the Supervisory Board, elected for the first time to this office in March 2007. At the Annual General Meeting held on March 31, 2008 he was elected member of the Supervisory Board and in June of the same year, he was appointed Chairman of the said Board following the resignation of the former President, Eng. Pedro Ribeiro da Cunha and was re-elected in April 2011. He is graduated in Finance from ISCEF, and is certified as Official Auditor. His professional experience includes the coordination of financial audits, corporate restructuring and consultancy in the management and organizational fields. He does not hold any Brisa shares. Tirso Olazábal Cavero, is member of the Supervisory Board, elected for the first time in March 2007 and re-appointed in March 2008. He has a degree in Business Administration. From 1988 to 2002, he was executive director of Constância Editores S.A.. As from 2002 he became partner and director Olazábal & Artola, a consultancy company, and executive director and partner of Agoa Gestão de Resíduos S.A. and Ociomedia. He is member of the Board of Directors of the Media Capital Group since 2006. He does not hold any Brisa shares. Joaquim Patrício da Silva, is member of the Supervisory Board, elected for the first time in March 2007 and re-appointed in March 2008. In June 2008, following the resignation of the former President, Eng. Pedro Ribeiro da Cunha he became member of the Supervisory Board and was re- elected in Aptil 2011. He has a degree in Finance from ISCEF, and works as Certified Auditor since 1979. He does not hold any Brisa shares. V.21. Duties carried out by members of the Supervisory Board in other companies.

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 101

Francisco Xavier Alves is Certified Auditor of various companies. He does not hold any position in any company of the Brisa Group. Tirso Olazábal Cavero is managing partner of Olazabal&Artola, Consultoria Economico Financeira Lda., member of the Board of Directors of Group Media Capital. He does not hold any position in any company of the Brisa Group. Joaquim Patrício da Silva works as Certified Auditor for various companies. He does not hold any position in any company of the Brisa Group. V.22. The audit board assesses the performance of the External Auditor on an annual basis and is the first to receive the latter's reports. According to the governance model adopted by Brisa, the audit board has no legal powers to propose the dismissal of the external auditor which is appointed and removed by the board of directors. Accordingly, the audit board proposes to the board of directors the appointment of the external auditor and may propose its removal. The audit board is also in charge of controlling the efficiency of the risk management system, the internal control system and the internal audit system, and propose the employment of the external auditor and respective remuneration, ensuring that he is provided with all the means required to perform its functions and assess its performance. To conclude, the audit board has a "mandate" from the general meeting in matters of supervision, having the powers to propose the appointment of the external auditor and define respective remuneration, but also to monitor and supervise the latter's activity, ensuring the main liaison. The audit board also has the powers to propose the dismissal of the external auditor to the board of directors, which is the body which has the powers to resolve the respective service contract. V.23. Not applicable. V.24. Not applicable. V.25. Not applicable. V.26. Not applicable. V.27. Not applicable.

IX - CORPORATE GOVERNANCE RE PORT 102 2012 Consolidated Annual Report

Acquisition /Disposal in 2012 of Brisa securities held by members of the corporate bodies Art. 447 of the Companies Code Balance Balance Members of governing bodies 30062012 Purchase Sale 31122012 5 662 at Vasco Maria Guimarães José de Mello 580 925 - 575 263 (*) takeover bid João Pedro Rocha e Melo 100 161 - at takeover bid - João Pedro Ribeiro Azevedo Coutinho 100 248 - at takeover bid - António Nunes de Sousa 7 000 - at takeover bid - Daniel Alexandre Miguel Amaral - - - - Jorge Manuel Pereira Caldas Gonçalves - - - - Rui Alexandre Pires Diniz - - - - Antonino Lo Bianco - - - - Michael Gregory Allen - - - - Francisco José Aljaro Navarro - - - - João Vieira de Almeida - - - - António Fernandes de Sousa 1 520 - at takeover bid - Martin Wolfgang Johannes Rey - - - - Maria Margarida de Lucena Corrêa de Aguiar - - - - Francisco Xavier Alves - - - - Tirso Olazábal Cavero - - - - Joaquim Patrício da Silva - - - - Diogo da Gama Salema da Costa - - - - António Manuel Ferreira Vitorino - - - - Francisco de Sousa da Câmara - - - - Tiago Severim de Melo Alves dos Santos - - - -

(*) – following the disposal of 5 662 shares held by respective household at the takeover bid, according to communication dated 13 August 2012. The selling price was €2.76 per share

Section IV Remuneration V.28. The annual General Meeting held on 2 April 2012 approved the following statement of the Remuneration Committee on the remuneration policy of the board of directors: “The Remuneration Committee, following statement submitted to the 2011 General Meeting, in compliance with legal and regulatory provisions relating to remuneration policy set forth in Article 2 of Law 28/2009 of 18 June, submits to the approval of the 2012 General Meeting the following statement on the remuneration policy of the members of the Board of Directors and the Supervisory Board:

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 103

- The members of the board of directors should perform their duties diligently and prudently, in the interest of the company's shareholders, employees and remaining stakeholders. - It is in the best interest of the company and its shareholders to create appropriate conditions and incentives to encourage the sound performance of the duties of the members of the Board of Directors, in accordance with the criteria referred to above. - In this light, remuneration is a crucial management tool for framing and encouraging the performance of senior managers. - The definition and application of the criteria for fixing the remuneration of Directors entrusted to the Remuneration Committee should thus be consistent and homogeneous taking into account, on one hand, the level of remuneration currently practised in European peer companies, and on the other hand, the degree of achievement of the strategic goals set forth for the company, the creation of value for shareholders and the economic situation. - In view of the above, remuneration should consist of a fixed amount that views, within the framework of respective competences and responsibilities, to adequately remunerate the effort developed by executive and non executive members of the Board of Directors throughout each year of respective tenure, and a variable amount payable to executive members that views to reward, amongst other aspects, increasing efficiency and productivity and the creation of long term value for the Company and at the same time align their interests with the company’s long term sustainability interests. This alignment will be ensured namely by calculating the variable amount based on the company's financial and operational performance each year, the intrinsic quality of (recurrent and extraordinary) results posted, taking into consideration the situation of equity markets, Brisa’s positioning in the markets where it operates, its business outlook in the medium and long term, and the indexes referred to in article 2 paragraph 3 a) and e) of the said Law 28/2009. - In addition to the above, the payment of the variable amount will also be subject to the evaluation of the performance goals set forth each year, based on the following indicators: EBITDA, EBIT, NET PROFIT, ROE and ROA, taking into account the company’s evolution and the remuneration level practised by major domestic companies and international companies operating in the same sector and also taking into consideration the expectations of valuation of the Company's shares. - Other exceptional factors may be taken into account in the assessment of the performance of the Executive Committee or any of its members. - Part of the variable remuneration is paid following the closure of each year and determination of respective results, and the other significant part is deferred for a period of three years, and its payment will depend on the maintenance of Brisa's positive performance throughout such period, with a view to allow the maximisation of long term performance and the pursuing of strategic and structural goals and disincentive excessive risk-taking. In what concerns the supervisory board, pursuant to provisions in art. 422 and paragraph 1 of art. 399 of the Companies Code, the remuneration of members of the Supervisory Board must consist of a fixed amount, determined taking into account the complexity and responsibility of the functions

IX - CORPORATE GOVERNANCE RE PORT 104 2012 Consolidated Annual Report

performed, the normal practices and remuneration conditions for the performance of similar functions and the economic situation of the company." V.29. Remuneration of the Board of Directors The amounts below represent total wage costs. The base remuneration of non executive directors is of € 5000, payable 14x, and € 6 000 payable 14x if members of one committee and € 6 500 x 14 if members of two committees.

Remuneration of executive members of the Board of Directors Name Fixed Rate Variable Variable Defined Benefits Total Vasco Maria Guimarães José de Mello 422 578.21 110 000.00 59850.00 592 428.21 João Pedro Stilwell Rocha e Melo 408 602.29 105 000.00 57 750.00 571 352.29 João Pedro de Azevedo Coutinho 365 830.74 145 500.00 51 450.02 562 780.76 António José Nunes de Sousa 362 451.26 163 500.00 51 450.02 577 401.28 Daniel Alexandre Miguel Amaral 365 782.93 115 500.00 51 450.02 532 732.95 TOTAL 1 925 245,43 639 500,00 271 950,06 2 836 695,49

Differed remuneration of the executive board members Name Differed Remuneration Vasco Maria Guimarães José de Mello 50 000,00 João Pedro Stilwell Rocha e Melo 45 000,00 João Pedro Ribeiro de Azevedo Coutinho 62 500,00 António José Lopes Nunes de Sousa 70 500,00 Daniel Alexandre Miguel Amaral 50 100,00 TOTAL 278 100,00 *Differed remuneration for a three years period starting in 2012, depending on the continuity of the company’s positive perfo rmance during such period in the light of at least one of the following parameters: - Minimum annual growth of 5% of the share price or a accrued growth of 15% during the three years period; - Minimum annual growth of 5% of the EBITDA – CAPEX , or a accrued growth of 15% during the three years period

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 105

Remuneration of non executive members of the Board of Directors NAME Variable Rate António José Fernandes de Sousa 99 006.88 Martin Wolfgang Johannes Rey 85 448.64 Rui Alexandre Pires Diniz 99 006.88 Antonino Lo Bianco 71 207.16 Michael Gregory Allen 85,448.64 Maria Margarida de Lucena de Castelo-Branco Corrêa de Aguiar 99 006.88 Jorge Manuel Pereira Caldas Gonçalves 84 740.52 Luís Eduardo Brito Freixial de Goes*** 37 078.03 Graham Peter Wilson Marr**** 11 666.67 Francisco José Aljaro Navarro* 54 628.75 João Vieira de Almeida** 81 207.20 TOTAL 1 538 446,25 * Ended mandate following resignation on 27 August 2012. ** Ended mandate following resignation on 31 October 2012. *** Co-opted on 27 August 2012, **** Co-opted on 31 October 2012, amount processed in 2013

Figures above (except the member of the board Graham Peter Wilson Marr) represent the amounts paid during 2012, within the light of concept provided in point II.32 of CMVM Regulation no. 1/2010. Directors of Brisa Auto-Estradas de Portugal, S.A. do not earn any further remuneration besides that described in the following paragraph or any other benefit for performing functions in any other companies of the Brisa Group. Fringe benefits in the amount of € 271,950.06 referred in table above concern a supplementary retirement pension granted to executive members of the Board of Directors, pursuant to a deliberation of the General Meeting held on 28 March 1989. This supplementary retirement pension is extended to directors of other Group companies and managing staff. Under the terms of the referred defined retirement plan, Brisa has to transfer 15% (in the case of executive directors) and 10% of the annual base remuneration of respective beneficiaries to an insurance company. At 31 December 2012 the total amount of premiums paid was of € 1,623,379, of which € 639,500 concerned executive members of the board of directors. The company did not enter any agreement with members of the Board of Directors for the purpose of mitigating the risk associated to their variable remuneration, and it is not aware of any agreement entered by the said members with third parties for the same purpose. V.30. The remuneration of the members of the Board of Directors is structured and determined according to tables in II.31, pursuant to the statement of the Remunertion Committee included in point II.30, which expressly provides the need for the remuneration of the members of the Board of Directors to be structured in such a way as "to allow the alignment of their interests with the company’s sustainability interests over longer term cycles.”

IX - CORPORATE GOVERNANCE RE PORT 106 2012 Consolidated Annual Report

V.31. As far as the remuneration of executive directors is concerned: (a) The remuneration of executive directors, respective composition and attribution criteria is described in points II.30., II.31., II.32.; (b) The Remuneration Committee is responsible for assessing and attributing variable remuneration; (c) Criteria for the assessment of executive directors' performance are described in II.30; (d) Executive directors remuneration figures are described in II.31; (e) Point II.30 describes the deferral of payment of variable remuneration; (f) The importance of the company's sustainability criteria for determining the variable remuneration of executive directors is described in point II.30; (g) Brisa has no share allocation plan or call option plan in force. (h) There is no variable remuneration paid in options; (i) There are no non cash benefits; (j) There is no remuneration paid under a profit sharing scheme; (k) In 2012 no compensations were paid or are due to former executive directors due to termination of functions; (l) There is no contractual limit specified for the compensation payable for dismissal of director without due cause. Ultimately, it will fall to the Courts to determine the amount of compensation payable for dismissal without due cause; (m) Brisa directors do not receive any remuneration for performing functions in any other company of the Group; (n) Description of the complementary pension system is identified and reference to respective approval by the General Meeting is made in point II.31; (o) There are no relevant non cash benefits not covered by the following paragraphs. (p) There are presently no mechanisms preventing executive directors from entering any contract with third parties likely to compromise the rationale of the variable remuneration. However, it should be stressed that the remuneration of directors is determined by the General Meeting, which in Brisa's specific case has delegated this matter to a remuneration committee appointed for this purpose. Therefore, executive and non-executive directors cannot enter with the company any contract likely to alter or distort the remuneration determined by the remuneration committee. V.32. The non existence of variable remuneration for non executive directors is explicit in the statement of the Remuneration Committee in point II.30.

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 107

V.33. On February 3, 2009, Brisa Executive Committee, upon the proposal of the Sustainability and Corporate Governance Committee, approved the creation of an internal irregularities disclosure system. This deliberation aims at creating a system controlled by the Sustainability and Corporate Governance Committee, enabling all employees to freely and conscientiously expose any violation of ethical and legal nature occurring within the company, thereby expressing Brisa's strong commitment to conduct its business in compliance with the law and the principles laid down in its Code of Ethics and contributing moreover to the early detection of any irregular situation. Under the terms of the regulations approved (available at www.brisa.pt) a list of dedicated addresses was created on the intranet and the company's site, allowing to disclose any irregularity with absolute confidentiality, via e-mail, fax or mail. The processing of this information and conducting of respective proceedings is the responsibility of an Ombudsman, presently Dr. Daniel Amaral, who is equipped with all necessary resources to fulfil his duties, namely access to all services, information and documentation he may deem suitable. No employee can be persecuted, intimidated, discriminated or hurt for having disclosed any irregularity, except in cases of lack of grounds or deceit in the information provided. Without prejudice to any situation he may deem serious or urgent, the Ombudsman will provide to the Sustainability and Corporate Governance Committee, on a quarterly basis, a report on the activity developed, including recommendations suggested for each case completed during that quarter. Proceedings and recommendations relating to situations which the Ombudsman may deem serious or urgent will be promptly disclosed to the Sustainability and Corporate Governance Committee. Following the evaluation of each irregularity proceeding and the Ombudsman recommendations, the Sustainability and Corporate Governance Committee will propose to the Board of Directors any change in methods or procedures it deems more suitable and will notify the relevant authorities or take any other measures deemed adequate in each case. Following the appointment of the Ombudsman, Brisa carried out a wide training programme covering 2 434 Group employees, viewing to explain and clarify any doubts concerning the Ethics Code and its application and the operation of the irregularities disclosure system. The irregularities disclosure regulations was submitted to the National Data Protection Commission for approval, and was approved according to decision dated 30 October 2012. Section V Special Committees V.34. Under the terms of the legal governance regime adopted by Brisa - Board of Directors, Supervisory Board - respective members are jointly and severally liable; as such, they are not assessed individually. Nonetheless, the board of directors set up the sustainability and corporate governance monitoring committee made up of four non executive directors who, amongst other duties, annually assess the operation of the Board of Directors. It falls exclusively to shareholders assembled in general meeting to select and elect the members of the company's corporate bodies. The company thus holds no powers to identify potential candidates for its corporate bodies.

IX - CORPORATE GOVERNANCE RE PORT 108 2012 Consolidated Annual Report

V.35. During 2012, the sustainability and corporate governance monitoring committee met 5 times. Minutes were drawn up of every meeting. V.36. Dr. Rui Roque de Pinho, member of the remuneration committee has knowledge and experience in remuneration policy issues. V.37. All members of the Remuneration Committee are independent, both from the Board of Directors or any company consultant, and no natural or legal person was employed to assist the Remuneration Committee in the performance of its duties that provides or has provided over the past three years, services to any structure subject to the Board of Directors, to the Board of Directors of the company or having any relation with the company consultant.

CHAPTER III

VI.INFORMATION AND AUDITING VI.1. Brisa share capital is represented by 600 million listed shares at the nominal price of 1 Euro per share, equal in terms of rights and classes. Each share corresponds to one vote and there are no voting restrictions. VI.2. Qualifying holdings in the issuer's equity, calculated as per article 20 of the Securities Code Table of Brisa's qualifying holdings at 31 December 2012 is attached hereto % voting rights Shareholder No. Shares % Share capital (*) José de Mello SGPS, SA: José de Mello Investimentos SGPS, S.A. 182 682 421 30.45 33.05 AEIF Apollo S.à r.L 114 557 795 19.09 20.72 Tagus Holdings S.à r.L 211 659 680 35.27 38.29 Total 508 899 896 84.81 92.06 (*) Treasury shares– 47 236 842 shares As per communication released on 9 April 2012, voting rights attributable to José de Mello SGPS, S.A. considered pursuant to provision in Art. 20, nr. 1, al. (h) of the Securities Code also attributable to Arcus European Infrastructure Fund GP LLP and Tagus Holdings S.à r.l. As per communication released on 9 April 2012, voting rights attributable to Arcus European Infrastructure Fund GP LLP consid ered pursuant to provision in Art. 20, nr. 1, al. (h) of the Securities Code also attributable to José de Mello SGPS, S.A. and Tagus Holdings S.à r.l.

As 31 December 2012 Brisa held 47 236 842 treasury shares subject to no transaction during the year under review.

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 109

VI.3. There are no shareholders with special rights. VI.4. There are no restrictions on share-transfer or ownership of Brisa shares. VI.5. The company is not aware of any shareholder agreement that may restrict the transfer of Brisa securities or voting rights. VI.6. Amendment of the Articles of Association falls exclusively to the General Meeting, under the terms of its article 12. VI.7. There is no mechanism for a possible control of the exercising of voting rights by Brisa employees. VI.8. 2012 was marked by the sovereign debt crisis in the euro zone that resulted in a steep economic and financial recession. Such background forced the Portuguese Government to make an application for financial aid to the International Monetary Fund, the European Central Bank and the European Union (Troika). The austerity measures imposed led to an even worse economic situation, a sharp fall in available income, rising unemployment and steep contraction of GDP. Given its high correlation with the country's economy, Brisa share price fell sharply in 2012 (-48.46%) over 2011. Brisa closing share price at 31 December stood at 2.14€.

Brisa share price

€3,00

€2,80 Brisa €2,60

€2,40

€2,20

€2,00

€1,80

€1,60 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

IX - CORPORATE GOVERNANCE RE PORT 110 2012 Consolidated Annual Report

On 29 March Tagus holdings S.à r.l launched a Takeover Bid for 100% of Brisa's share capital. The main events relating to this operation are listed hereinbelow.

29 March - Preliminary announcement of the takeover bid

24 April - Board of Directors' Report on the opportunity and conditions of the offer

18 May - Board of Director's reply to clarifications requested by the Securities Commission (CMVM)

12 July - Offer price

13 July - Board of Director's complementary report

16 July - CMVM approval of takeover bid registration – announcement and release of prospectus on the public, general and mandatory takeover of Brisa Auto Estradas de Portugal, S.A. shares.

18 July 08 Offer period August -

09 August - Special stock exchange session and disclosure of the results of the takeover bid

Brisa share price vs. PSI20

Brisa

10% PSI 20

0%

-10%

-20%

-30%

-40% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 111

Following the takeover bid, Brisa's free float fell to below 8%, as result of which the company left the PSI20 index of Euronext Lisboa in August since the share performance ceased to be comparable to this benchmark during the period under review. Average daily volume of shares traded fell (-36%) to 755.6 thousand shares in 2012 as against 1 339.9 thousand shares 2011. For the same reason, the average daily price of Brisa share traded in 2012 dropped to € 1.9 million, falling by 64% as against the € 4.9 milion recorded in 2011. The following table shows Brisa share price on result release dates in 2012

Event Opening Max Min Closing Results 2011 – 7 March €2.401 €2.423 €2.373 €2.373 1st Quarter Results - 4 May €2.622 €2.648 €2.622 €2.628 1st half year results – 27 July €2.733 €2.749 €2.733 €2.747 3rd quarter results – 31 October €1.730 €1.800 €1.730 €1.790 VI.9. Dividend distribution policy and dividend value per share distributed over the past 3 years The dividend policy is established by the General Meeting that can alter it at any moment. Nevertheless, Brisa's Board of Directors has sought to follow a dividend distribution policy that would increasingly and attractively remunerate shareholders. To this effect, the board of directors submitted to the general meeting held on 15 April a proposal for payment of dividends of 31 cents per share, which was not approved. The amount proposed each year by the Board of Directors is subject to the approval of the General Meeting and is clearly disclosed in the Annual Report. Dividend is paid annually within 30 days of its approval at the General Meeting. In the last three years, distributed dividend per share was as follows: 2011 – no paid dividends 2010 - 31 cents per share 2009 - 31 cents per share VI.10. Brisa has no share allocation plan or call option plan in force. H0 VI.11. During 2012, no economically relevant business or operations were carried out between the company on one side and members of governing bodies, on the other side. VI.12. During 2012, no economically relevant business or transaction were carried out between the company on one side and qualifying holders or intra group companies on the other side.

IX - CORPORATE GOVERNANCE RE PORT 112 2012 Consolidated Annual Report

VI.13. Within the scope of its powers, the Supervisory Board issues its opinion on the transactions to be carried out between the company and the owners of qualifying holdings or entity-relationships with the former, as envisaged in article 20 of the Securities Code. According to criteria and mechanisms laid down by the Supervisory Board, these transactions if exceeding € 200 000 must be previously notified to the supervisory board, pursuant to a memorandum from the corporate secretary, describing the terms and conditions of the transaction concerned, so that they may be submitted to the approval of the said body. VI.14. During 2012 no business deals were made between the company and its directors, owners of qualifying holdings or entity-relationships with the former, as envisaged in article 20 of the Securities Code. VI.15. Reports issued by the Supervisory Board are available at the company's website. VI.16. The Investors, Communications and Sustainability Department (DIS) is responsible for the liaison with the financial market, analysts, investors and the public in general, respecting the equality of shareholders and preventing differences in access to information. It is also responsible for the liaison with managerial and supervising entities of listed companies, namely Euronext, the Securities Market Commission and Interbolsa. Information is provided on a regular basis, by means of presentations, relevant information communications and annual, half-year and quarterly reports. However, during 2012, as result of the takeover bid for Brisa shares launched on 29 March, all financial events, including meetings, road shows and conferences, were cancelled. The majority of financial analysts who did the coverage of Brisa share evolution ceased to do it following the public announcement of the preliminary offer, and remaining research analysts ceased their coverage later due to the results of the offer and Brisa's reduced free float . From January to March only 12 investors were visited in Madrid and Lisbon. The company held its presentation results and conference calls on the dates of release of its quarterly and half-year results according to respective timetable. These presentations were addressed to analysts, fund managers and the media. Additionally, it released 91 privileged information communications and other. Brisa provides broad information on its website (www.brisa.pt), namely the information referred to in Article 171 of the Companies Code concerning corporate name, head-office, public company information and also the company's articles of association, composition of corporate bodies, including the professional qualification and positions held by respective members, financial statements, calendar of financial and corporate events, and relevant documentation relating to the general meetings of the last five years. Information is available in Portuguese and English. Information may be requested via email to [email protected] or through telephone number 21 444 95 70 or fax number 21 444 86 72. The market liaison officer is Dr. Luís d’Eça Pinheiro, who is also Head of the Institutional Marketing Division which includes the Investors Relations Department. Research As mentioned above, following the takeover bid on 29 March financial analysts gradually ceased to cover Brisa share price and issue reports on the Company's strategy and valuation. This coverage

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 113

was significantly reduced throughout the first half of the year, except for a few notes on the takeover process. The following table shows the latest price targets issued by a number of research houses in 2012:

Company Date Price target Recommendation Analyst BPI Suspended Suspended Suspended Almeida da Silva Grupo Santander 30-Mar-12 €3.40 Hold Ferrer UBS 30-Mar-12 €3.10 Buy Bosco Ojeda Goldman Sachs 28-Mar-12 €2.20 Neutral Baldini Alphavalue 22-Mar-12 €2.54 Reduce Cohen Exane 15-Mar-12 €2,10 Underperform De Neuville BBVA 13-Mar-12 €2.40 Under review Vicens Rodriguez Credit Suisse 8-Mar-12 €2.60 Underperform Robert Crimes Macquarie 8-Mar-12 €3.30 Outperform Hesse Natixis 8-Mar-12 €2.20 Reduce Thibault Oddo & Cie 8-Mar-12 €2.20 Reduce Becker BCP BI Suspended Suspended Suspended Seladas Caixa BI Suspended Suspended Suspended Helena Barbosa BESI Suspended Suspended Suspended Estacio Interdin Bolsa 08-Feb-12 €3.39 Buy Ortiz JP Morgan 12-Jan-12 €2.40 Underweight Rall Nomura Jan- 13 €2.88 Suspended Larkin

VI.17. Total remuneration paid to the External Auditor during 2012 was as follows: Pursuant to article 62-B of Decree-Law no. 487/99, of 16 November (amended by Decree-Law no. 224/2008, of 20 November), the Supervisory Board receives, every year, the auditor's independence statement, which describes the services provided by the latter and other entities belonging to the same network, respective remuneration paid, possible threats to their independence and measures to safeguard such independence. Any identified threat to the auditor's independence as well as respective safeguarding measures are assessed and discussed with the auditor. The considerable weight of tax consultancy services is still the effect of the reorganisation process completed in December 2010. In this particular regard, given the importance of the issues concerned and the need for absolute celerity, the hiring of Deloitte seemed the most adequate in the light of its solid experience and technical know-how in taxation on par with its deep knowledge of reorganisation processes and related operations. Moreover, Deloitte services in such processes are carried out on a exclusive basis, as they are developed by multi disciplinary teams including independent consultants and experts. The auditor's familiarity or trust risk was clearly identified in the Sarbanes-Oxly Act, as worthy of close attention, since the exercising of external audit functions for a company over the years may

IX - CORPORATE GOVERNANCE RE PORT 114 2012 Consolidated Annual Report

lead to excessive familiarity between auditor and auditee likely to influence auditor's free and independent analysis. This risk may be mitigated by limiting the number of years during which an auditor may audit a company, in line with what happens with the audit board, which after being re-elected more than twice is no longer considered independent, and may inclusively have to cease functions in such company, for incompatibility reasons.However, a frequent rotation of the external auditor may also have hindrances which must be duly weighed. Amongst such hindrances, the most important are learning costs since each time an auditor starts functions, there is a considerably long period of mutual learning between auditor and auditee. To obviate these familiarity risks without burdening companies with the expensive costs of having to change external auditors frequently, the Sarbanes-Oxly Act established the audit partner mandatory rotation every 5 years, a solution which was also adopted by Directive 2006/43/EC dated May 2006, specifically n. 2 of art.42. which provides the rotation every seven years of the audit partner in change of the legal revision and audit a company's accounts. Brisa deems that this is the solution which best meets the interests of the company, its shareholders and stakeholders as the external auditor's familiarity risks are effectively mitigated and rotation costs are also reduced, which is particularly relevant in the present economic situation. As result, Deloitte partners have been consecutively responsible for the external audit of Brisa's accounts, performing such functions for periods never exceeding seven years.

Remuneration paid to the external auditor Nature Amount (€) % Audit services 322 975 49 Other reliability enhancing services 105 920 16 Tax consultancy services 158 920 11 Other services (not tax consultancy) 76 350 11 Total 664 165 100

The Supervisory Board assesses the work developed by the External Auditor on an annual basis, seeing to the compliance with provisions in article 54 of Decree-law Ono. 487/99, of 16 November (amended by Decree-Law no. 224/2008, of 20 November). As to the External Auditor's rotation, this is ensured by the rotation of the partner in charge of the audit work.

IX - CORPORATE GOVERNANCE REPORT 2012 Consolidated Annual Report 115

X FINAL NOTE

Final Note

Under the terms of paragraph 1 sub-paragraph c) of article 245 of the Securities Code In compliance with legal and statutory provisions, the Board of Directors hereby submits to shareholders for consideration the condensed financial statements and interim management report relating to 2012, in the firm belief that to the best of its knowledge, the information contained therein was prepared in accordance with the relevant accounting standards, providing a true and fair view of the assets and liabilities and the financial situation of the issuer and the companies included in the consolidation whilst the management report faithfully describes the information required.

São Domingos de Rana, 25 February 2013.

Board of Directors

Chairman: Vasco Maria Guimarães José de Mello Vice-chairman João Pedro Stilwell Rocha e Melo Member João Pedro Ribeiro de Azevedo Coutinho Member António José Lopes Nunes de Sousa Member Daniel Alexandre Miguel Amaral Member António Fernandes de Sousa Member Martin Wolfgang Johannes Rey Member Rui Alexandre Pires Diniz Member Antonino Lo Bianco Member Michael Gregory Allen Member Maria Margarida de Lucena Corrêa de Aguiar Member Jorge Manuel Pereira Caldas Gonçalves Member Luis Eduardo Brito Freixial de Goes Member Graham Peter Wilson Marr

X - FINAL NOTE 2012 Consolidated Annual Report 117

Appropriation of Profit

After depreciation and provisions deemed appropriate, the net profit and loss account shows, for the year 2012, a positive result of EUR 270 253 584,35. In the light of the provisions of article 27 of the Company’s articles of association and having in mind that the Legal reserve is completely subscribed the company has to distribute at least 40% of the results. Therefore the Board of Directors proposes to appropriate the said profit as follows:

Dividend distribution: € 108 101 433,74

Other Reserves: € 162 152 150, 61

Total: € 270 253 584,35

X - FINAL NOTE 118 2012 Consolidated Annual Report

XI CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES

BRISA - AUTO-ESTRADAS DE PORTUGAL, S.A.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF 31 DECEMBER 2012 AND 2011

(Amounts expressed in thousands of Euros)

(Translation of the consolidated statement of financial position originally issued in Portuguese - Note 39)

Notes 2012 2011

Non-current assets: Tangible fixed assets 13 66 283 86 231 Goodwill 16 24 183 28 130 Intangible assets 14 3 583 348 5 013 289 Investments in associates 15 38 022 28 965 Other investments 16 23 171 9 484 Deferred tax assets 18 179 300 192 731 Other non current assets 19 39 487 39 209 Total non-current assets 3 953 794 5 398 039

Current assets: Inventories 5 400 7 928 Other investments 16 34 000 - Trade and other receivables 20 57 187 64 038 Other current assets 21 27 919 30 206 Cash and cash equivalent 22 844 152 969 197 968 658 1 071 369 Assets classified as held for sale 17 - 13 843 Total current assets 968 658 1 085 212

Total assets 4 922 452 6 483 251

Shareholders' equity: Share capital 23 600 000 600 000 Treasury shares 24 ( 275 422) ( 275 422) Adjustments of investments in associated companies ( 8 446) ( 4 293) Legal and other reserves 25 289 671 456 529 Translation reserves 8 447 12 520 Retained earnings 675 768 787 988 Consolidated comprehensive income for the year attributable to equity holders of the parent 41 940 ( 82 157) Equity attributable to equity holders of the parent 1 331 958 1 495 165 Non controlling interests 26 14 230 ( 172 520) Total shareholders' equity 1 346 188 1 322 645

Non-current liabilities: Borrowings 27 2 306 700 3 809 524 Provisions 29 360 433 203 140 Other non current liabilities 30 156 323 328 400 Deferred tax liabilities 18 38 920 33 091 Total non-current liabilities 2 862 376 4 374 155

Current liabilities: Provisions 29 21 888 - Trade payables 15 846 18 537 Borrowings 27 609 400 676 920 Other payables 10 779 19 292 Other current liabilities 31 55 975 71 702 Total current liabilities 713 888 786 451 Total liabilities 3 576 264 5 160 606 Total equity and liabilities 4 922 452 6 483 251

The accompanying notes form an integral part of the consolidated statement of financial position as of 31 December 2012.

THE ACCOUNTANT, REGISTERED UNDER NO. 62018 THE BOARD OF DIRECTORS

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 120 2012 Consolidated Annual Report

BRISA - AUTO-ESTRADAS DE PORTUGAL, S.A.

SEPARATE CONSOLIDATED INCOME STATEMENT

FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011

(Amounts expressed in thousands of Euros)

(Translation of separate consolidated income statements originally issued in Portuguese - Note 39)

Notes 2012 2011

Operating income: Services rendered 6 and 7 564 964 622 329 Other operating income 6 and 7 25 832 39 068 Revenue associated to construction service 6 and 7 32 785 61 317 Total operating income 623 581 722 714

Operating expenses: Cost of sales 6 ( 6 025) ( 15 401) Supplies and services 6 ( 83 123) ( 87 513) Personnel costs 6 ( 86 434) ( 100 952) Provisions, amortisation, depreciation adjustments and reversals 6, 13, 14, 28 and 29 ( 207 973) ( 211 857) Other operating expenses 6 ( 4 470) ( 5 350) Costs associated to construction service 6 and 7 ( 32 785) ( 61 317) Total operating expenses ( 420 810) ( 482 390)

Operating profit 202 771 240 324

Financial expenses 6 and 9 ( 154 139) ( 135 223) Financial income 6 and 9 27 259 53 029 Investment results 6 and 9 ( 1 350) ( 217 746) Profit before tax 74 541 ( 59 616)

Income tax 6 and 10 ( 28 138) ( 20 645) Consolidated profit for the year from continuing operations 46 403 ( 80 261)

Discontinual operations Net loss for the year on discontinued operations 5 and 6 ( 381) 2 091 Consolidated comprehensive income for the year 46 022 ( 78 170)

Attributable to: Shareholders 6 and 11 41 940 ( 82 157) Non-controlling interests 6 and 26 4 082 3 987

Earnings per share (expressed in Euros): From continuing and discontinued operations Basic 11 0,08 (0,15) Diluted 11 0,08 (0,15)

From continuing operations Basic 11 0,08 0,24 Diluted 11 0,08 0,24

The accompanying notes form an integral part of the separate consolidated income statement for the year ended 31 December 2012.

THE ACCOUNTANT, REGISTERED UNDER NO. 62018 THE BOARD OF DIRECTORS

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 121

BRISA - AUTO-ESTRADAS DE PORTUGAL, S.A.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011

(Amounts expressed in thousands of Euros)

(Translation of consolidated statements of comprehensive income originally issued in Portuguese - Note 39)

Notes 2012 2011

Consolidated net income for the year 46 022 ( 78 170)

Changes in currency translation reserves ( 4 081) 9 389 Changes in the fair value of financial instruments 32 ( 5 916) ( 31 445) Retirement benefits - actuarial gains and losses 34 1 563 ( 412) Adjustments in capital ( 2 039) ( 30 173) Other adjustments recognized directly in equity 15 ( 2 106) -

Other income and expenses recognised under Shareholders' Equity ( 12 579) ( 52 641) Total consolidated comprehensive income for the year 33 443 ( 130 811)

Attributable to: Shareholders 29 317 ( 134 777) Non-controlling interests 4 126 3 966

The accompanying notes form an integral part of the consolidated statement of comprehensive income for the year ended 31 December 2012.

THE ACCOUNTANT, REGISTERED UNDER NO. 62018 THE BOARD OF DIRECTORS

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 122 2012 Consolidated Annual Report

BRISA - AUTO-ESTRADAS DE PORTUGAL, S.A. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011

(Amounts expressed in thousands of Euros)

(Translation of consolidated statements of changes in shareholders' equity originally issued in Portuguese - Note 39) Adjustments of investments in Legal and Share Treasury subsidiary and other Translation Retained Profit Non-controlling Notes capital shares associate Comp. Reserves reserves earnings for the year interests Total Balance at 1 January 2011 600 000 ( 176 113) ( 44 764) 410 947 3 111 321 590 778 500 ( 95) 1 893 176

Consolidated net loss for the year ------( 82 157) 3 987 ( 78 170) Other income and expenses recognised in equity Increase/(decrease) in the fair value of hedging financial instruments net of tax - - - ( 31 445) - - - - ( 31 445) Changes in currency translation reserves - - - - 9 389 - - - 9 389 Retirement benefits - actuarial gains and losses - - - ( 391) - - - ( 21) ( 412) Effect of the application of the Equity Method 15 - - ( 30 193) - 20 - - - ( 30 173) Total comprehensive income for the year - - ( 30 193) ( 31 836) 9 409 - ( 82 157) 3 966 ( 130 811)

Appropriation of consolidated net profit for 2010: Transferred to legal reserve - - - 25 071 - - ( 25 071) - - Transferred to other reserves - - - 111 273 - - ( 111 273) - - Dividends 12 ------( 175 756) ( 1 393) ( 177 149) Transferred to retained earnings - - - - - 466 398 ( 466 398) - - (Purchase)/sale of treasury shares 24 - ( 99 309) ------( 99 309) Change in perimeter - - 70 664 ( 70 664) - - - ( 183 030) ( 183 030) Incentive plan - - - 11 738 - - - - 11 738 Others ------( 2) 8 032 8 030 Balance at 31 December 2011 600 000 ( 275 422) ( 4 293) 456 529 12 520 787 988 ( 82 157) ( 172 520) 1 322 645

Balance at 1 January 2012 600 000 ( 275 422) ( 4 293) 456 529 12 520 787 988 ( 82 157) ( 172 520) 1 322 645

Consolidated net profit for the year ------41 940 4 082 46 022 Other income and expenses recognised under Shareholders' Equity Increase/(decrease) in the fair value of hedging financial instruments net of tax 32 - - - ( 5 916) - - - - ( 5 916) Changes in currency translation reserves 34 - - - - ( 4 081) - - - ( 4 081) Retirement benefits - actuarial gains and losses - - - 1 519 - - - 44 1 563 Effect of the application of the equity method 15 - - ( 2 047) - 8 - - - ( 2 039) Other - - ( 2 106) - - - - - ( 2 106) Total comprehensive income for the year - - ( 4 153) ( 4 397) ( 4 073) - 41 940 4 126 33 443

Appropriation of consolidated net profit for 2011: Transferred to the legal reserve and others - - - 30 063 - - ( 30 063) - - Transfer to retained earnings - - - - - ( 112 220) 112 220 - - Dividends ------( 3 023) ( 3 023) Changes in the percentage control over subsidiaries 5 - - - ( 192 524) - - - 185 647 ( 6 877) Others ------Balance at 31 December 2012 600 000 ( 275 422) ( 8 446) 289 671 8 447 675 768 41 940 14 230 1 346 188

The accompanying notes form an integral part of the consolidated statement of changes in shareholders' equity for the year ended at 31 December 2012.

THE ACCOUNTANT, REGISTERED UNDER NO. 62018 THE BOARD OF DIRECTORS

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 123

BRISA - AUTO-ESTRADAS DE PORTUGAL, S.A. CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED 31 DECEMBER 2012 AND 2011 (Amounts expressed in thousands of Euros) (Translation of consolidated statements of cash flow originally issued in Portuguese - Note 39)

Notes 2012 2011 OPERATING ACTIVITIES:

Receipts from customers 587 404 649 652 Payments to suppliers ( 115 217) ( 145 545) Payments to personnel ( 92 661) ( 125 778) Flows generated by operations 379 526 378 329 Revenue tax received/paid 809 ( 5 934) Other receipts/payments relating to operating activities ( 30 179) ( 131 952) Net cash from operating activities (1) 350 156 240 443

INVESTING ACTIVITIES:

Cash receipts relating to: Tangible fixed assets 1 570 6 472 Financial investments 3 000 3 672 Investment subsidies 386 - Dividends received from associates 15 276 134 Interest and similar income 26 971 58 393 32 203 68 671 Cash payments relating to: Financial investments 16 ( 47 621) ( 13 015) Tangible and intangible fixed assets ( 43 278) ( 76 466) ( 90 899) ( 89 481) Net cash used in investing activities (2) ( 58 696) ( 20 810)

FINANCING ACTIVITIES:

Cash receipts relating to: Borrowings 2 815 263 4 061 304 Capital increases and supplementary capital contributions by non-controlling entities 2 612 8 032 2 817 875 4 069 336 Cash payments relating to: Borrowings ( 3 001 745) ( 4 253 896) Interest and similar costs ( 178 517) ( 134 646) Dividends 12 ( 3 023) ( 177 065) Derivative financial instruments share ( 37 718) ( 14 579) Purchases of premiums 24 - ( 99 309) ( 3 221 003) ( 4 679 495) Flows used in financing activities (3) ( 403 128) ( 610 159)

Foreign exchange effect (4) ( 411) 2 176

Effect of consolidation perimeter changes (5) 5 ( 10 360) 1 062

Variation in cash and cash equivalents (5) = (1) + (2) + (3) + (4) ( 122 439) ( 387 288)

Cash and cash equivalents at the beginning of the year 22 966 448 1 353 736

Cash and cash equivalents at the end of the year 22 844 009 966 448

The accompanying notes form an integral part of the consolidated statement of cash flow for the year ended 31 December 2012.

THE ACCOUNTANT, REGISTERED UNDER NO. 62018 THE BOARD OF DIRECTORS

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 124 2012 Consolidated Annual Report

BRISA – AUTOESTRADAS DE PORTUGAL, S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF 31 DECEMBER 2012 (Amounts expressed in thousands of Euros) (Translated from Portuguese original – Note 39) 1. INTRODUCTION BRISA – Auto-Estradas de Portugal, S.A. (“the Company” or “Brisa”) has its head office in Cascais and was founded on 28 September 1972. The Brisa Group (“the Group”) was as follows of the subsidiaries and associated companies listed in Notes 4 and 15. The Group’s principal activities are described in Note 6. 2. MAIN ACCOUNTING POLICIES 2.1. Bases of presentation The accompanying financial statements were prepared on a going concern basis from the books and accounting records of the companies included in the consolidation (Note 4), restated in the consolidation process to International Financial Reporting Standards, effective for the years beginning 1 January 2012, as adopted in European Union. Such standards include the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), the International Accounting Standards (“IAS”) issued by the Accounting Standards Committee (“IASC”) and the respective interpretations – SIC and IFRIC issued by the International Financial Reporting Interpretation Committee (“IFRIC”) and Standing Interpretation Committee (“SIC”). These standards and interpretations are hereinafter referred to collectively as “IFRS”. Adoption of new standards and interpretations, amended or revised The following standards, interpretations, amendments and revisions endorsed by the European Union with mandatory application in financial years starting on or after 1 January 2012, which did not result in significant impact on the accompanying financial statements, are as follows:

Effective date (years beginning on or after) Standard/Interpretation IFRS 7 - Financial Instruments: 01-Jul-11 This revision increases disclosure requirements relating to Disclosures transactions involving transfer of financial assets. It is intended to ensure greater transparency in risk exposure when financial assets are transferred and the entity which transfers them remains involved in (exposed to) such assets.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 125

New standards and interpretations, amended or revised not adopted Until the date of approval of these financial statements the following standards were endorsed by the European Union, with mandatory application in future financial years:

Effective date (years beginning on or after) Standard

IFRS 10 – Consolidated financial 01-Jan-14 This standard establishes the requirements relating to the statements presentation of consolidated financial statements by the parent company replacing, for this purpose, standard IAS 27 - Consolidated and separate financial statements and SIC 12 - Consolidation - Special Purpose entities. This standard also introduced new rules relating to the definition of control and determination of the consolidation perimeter.

IFRS 11 – Joint agreements 01-Jan-14 This standard replaces IAS 31 - Joint Ventures and SIC 13 - Jointly cotrolled entities - Non monetary contributions by the Developers and eliminates the possibility of using the proportional consolidation method for recording interests in joint ventures.

IFRS 12 – Disclosure of participations in 01-Jan-14 This standard establishes a new set of disclosures regarding other entities participations in subsidiaries, joint agreements, associates and non consolidated entities.

IFRS 13 – Measurement of fair value 01-Jan-13 This standard replaces the guidelines of several IFRS standards relating to the measurement of fair value. This standard is applicable when another IFRS standard requires or permits measurements or disclosures of fair value.

IAS 27 –Separate financial statements 01-Jan-14 This amendment restricts the scope of application of IAS 27 to (2011) separate financial statements.

IAS 28 – Investments in Associates and 01-Jan-14 This amendment ensures consistency between IAS 28 - Jointly controlled entities (2011) Investments in Associates and the new standards adopted, especially IFRS 11 - Joint agreements.

IAS 12 – Amendment (recvery of deferred tax 01-Jan-13 This amendment establishes the assumption that the recovery of assets) investment properties measured at fair value in accordance with IAS 40 will be realized through sale.

IFRIC 19 - Extinguishing Financial Liabilities 01-Jan-13 This amendment introduced some changes relating to reports on with Equity Instruments. defined benefit plans, namely: (i) actuarial gains and losses can be fully recognized in reserves (the corridor method ceases to be allowed); (ii) a single interest rate must be applied to calculate the liability and assets of the plan; (iii) the costs reflected in income correspond only to current service costs and costs net of interest.

IFRS 1 –Amendment (Hyperinflation) 01-Jan-13 This amendment establishes guidelines on how entities must present their financial statements in accordance with IFRS after a period in which they were unable to present them due to the functional currency being subject to severe hyperinflation.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 126 2012 Consolidated Annual Report

Effective date (years beginning on or after) Standard

IAS 1 – Amendment (Other Integral Income) 01-Jul-12 This amendment refers to the following changes: (i) items included in Other Comprehensive Income that will in the future be recognized as income for the year are presented separately; (ii) The Statement of Comprehensive Income will also be called Statement of Income and Other Comprehensive Income.

IFRS 7 – Amendment (2011) 01-Jan-13 This amendment requires additional disclosures in terms of financial instruments, namely information relating to those subject to compensating and similar agreements.

IAS 32 – Amendment (2011) 01-Jan-14 This amendment clarifies certain aspects of of the standard due to the diversity in the application of the compensating requirements.

IFRIC 20 – Recognition of certain costs in 01-Jan-13 This interpretation clarifies the recognition of certain costs during the the production phase of an open pit mine production phase of an open pit mine. (2011)

These standards, although endorsed by the European Union, were not adopted by the Group in the year ended 31 December 2012 as their application is still not mandatory. With exception related to IFRIC 11, which has a mandatory obligation from the year beginning on 1 January 2014, their adoption should not have a significant impact on the financial statements. As result of the adoption of IFRIC 11, it will be necessary to assess the method of recognition for Auto-Estradas do Atlântico – Concessão Rodoviária de Portugal, S.A. that has a join control, as mentioned in note 4b). 2.2. Consolidation principles a)Controlled companies Controlled companies have been consolidated in each accounting period using the full consolidation method. Control is considered to exist where the Group holds, directly or indirectly, a majority of the voting rights at Shareholders’ General Meetings, or has the power to determine the companies’ financial and operating policies, being exposed to the variations in future cash flows. Third party participation in shareholders’ equity and net result of such companies are presented separately in the consolidated statement of financial position and under the caption Non-controlling interests separate consolidated income statement (Note 26). Where losses attributed to non-controlling interests exceed the non-controlling interests in shareholders’ equity of subsidiary companies, the Group absorbs such excess and any additional losses, except where the non-controlling interests are required to cover such losses, as in the case of the operators whose concession agreements were structured under project finance, within the limits of the responsibilities assumed by the shareholders. Where the subsidiary subsequently reports profits, the Group appropriates all the profits up to the amount of the losses absorbed by the Group has been recovered. The results of subsidiaries acquired or sold during the year are included in the separate consolidated income statement from the date of their acquisition to the date of their sale. Controlled companies at 31 December 2012 are listed in Note 4. Significant balances and transactions between such companies were eliminated in the consolidation process. Capital gains within the Group on the sale of subsidiary and associated companies are also eliminated. Whenever necessary, adjustments are made to the financial statements of subsidiary Companies to conform to the Group’s accounting policies. Where the Group has, in substance, control over other entities created for a specific purpose, even though it does not have a direct participation in them, they are consolidated by the full integration method.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 127

b)Concentration of business activities Acquisition cost is calculated as the sum of the acquisition-date fair values of the assets transferred, liabilities incurred or assumed and the equity interests issued by the Group in exchange for the control acquired by it. Acquisition related costs are recognised as cost when incurred. When applicable acquisition costs also include the fair value of the contingent payments measured at the acquisition date. Subsequent changes to the amount of the contingent payments are recorded in accordance with the accounting rules applicable to the assets and liabilities in question, except if they qualify as adjustments in the realization of a provisional measurement. If the process for recording business combinations is incomplete at the end of the reporting period in which the business combination occurs, the Group reports this matter, it being possible for the amounts provided to be adjusted during the measurement period (period between the date of acquisition and the date on which the Group obtains full information about the facts and circumstances that existed at the acquisition date up to a maximum of 12 months), or additional assets and liabilities can be recognised so as to reflect the facts and circumstances that existed at the financial position date and that, if they had been known, would have affected the amounts recognised at the acquisition date. If the above mentioned differential is negative, it is recognised as income for the period under the caption “Other income and expenses”, after reconfirmation of the fair value attributed. The interests of shareholders that do not have control are recorded separately in equity attributable to shareholders of the Parent company. The non-controlling interests can be initially measured at fair value or by the percentage of the fair value of the assets and liabilities of the acquired subsidiary. This option is made separately for each transaction. After initial recognition, the book value of the non-controlling interest is determined as the amount initially recognised plus the proportion of changes in the equity of the subsidiary. Comprehensive income of a subsidiary is attributed to the non-controlling interests even if they are negative. The results of subsidiaries acquired or sold during the year are included in the separate consolidated income statement from the date of their acquisition to the date of their sale. Where the Group has, in substance, control over other entities created for a specific purpose, even though it does not have a direct participation in them, they are consolidated by the full integration method. Changes in the participation resulting from either increases or decreases in the controlling interests over subsidiary Companies that do not represent a loss of control are accounted as transactions within equity. The controlling interests of the Group and the non-controlling interests are adjusted to reflect the changes of participation. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the price of the transaction, is recognised in equity and allocated to the shareholders of the Parent company. When the Group loses control over a subsidiary, the gain or loss on the sale is calculated as the difference between (i) the aggregate amount of the fair value of the price and the fair value of the interest retained and (ii) the book value of the assets (including goodwill) and the liabilities of the subsidiary and of the non- controlling interests. The amounts previously recognised as comprehensive income are transferred to the income statement or retained earnings in a similar manner as if the related assets and liabilities had been sold. The fair value of the interests retained corresponds to the fair value of the initial recognition for the purposes of the subsequent recording under IAS 39 – Financial instruments or, if applicable, cost for the purposes of initial recognition of an investment in an associate or a joint-venture. c)Investments in associates An associated company is one in which the Group exercises significant influence, but does not have control or joint control, through participation in decisions relating to its financial and operating policies. Investments in the majority of associated companies (Note 15) are recorded in accordance with the equity method, except where they are classified as held for sale (Note 17). Investments are originally recorded at cost which is then increased or decreased by the difference between cost and the proportional amount of the equity of such companies as of the date of acquisition or the date the equity method was first used. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the comprehensive income

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of the associate (including net profit) by corresponding entry to net result for the year or other comprehensive income, respectively, and by dividends received. In the specific case of changes in equity in associated companies, resulting from a capital increase with a share premium, causing dilution of the participation held, the corresponding adjustment in the amount of the participation is made by corresponding entry to income from investments. Losses in associated companies in excess of the investment in such companies are not recognised, unless the Group expects that such costs could be assumed in covering future losses. Any excess of cost over the fair value of the identifiable net assets acquired as of the acquisition date is recorded as goodwill. Where cost is lower than the fair value of the net assets identified, the difference is recorded as a gain in the separate consolidated income statement for the period in which the acquisition occurs. In addition, dividends received from these companies are recorded as decreases in the amount of the investments. A valuation of the investments in associates is performed when there are indications that the asset may be impaired and the impairment losses are recognised when identified. When the impairment recognised in previous years ceases to exist it is reversed. Unrealised gains on transactions with associated companies are eliminated in proportion to the Group’s interest in such companies, by corresponding entry to the amount of the related investment. Unrealised losses are also eliminated, but only up to the point in which the loss does not show that the asset transferred is in a situation of impairment. d)Goodwill Differences between the acquisition cost of investments in group companies, associates, plus, in the case of subsidiaries, of the non-controlling interests and the fair value of identifiable assets and liabilities of those companies at the date of acquisition, if positive, are recorded in goodwill or in investments in associated companies, as applicable. Goodwill on investments in foreign subsidiaries as well as adjustments to the fair value of assets and liabilities as of the date of acquisition of the subsidiary are recorded in the reporting currency of the subsidiary, being translated to the Group’s reporting currency (Euros) at the exchange rate in force on the balance sheet date. Exchange differences arising on such translations are recorded in the caption “Translation reserves”. Goodwill is not amortised but subjected to annual impairment tests. The recoverable amount is determined based on management business plans or valuation reports performed by independent experts. Any impairment loss is recorded as a cost in the separate consolidated income statement for the period in “Provisions, amortisation, depreciation, adjustments and reversals” caption. Goodwill impairment losses are not subject to subsequent reversal. When the differences between the acquisition cost of the investments in Group companies, associates, plus, in the case of subsidiaries, of the non-controlling interests and the fair value of identifiable assets and liabilities of those companies at the date of acquisition is negative, it is recognised as income at the date of acquisition, after reconfirmation of the fair value of the identifiable assets and liabilities. Goodwill on acquisitions prior to the transition date to IFRS (1 January 2009) was maintained at the former amount in accordance to with generally accepted accounting principles in Portugal, being subject to annual impairment tests. 2.3. Non current assets held for sale Non-current assets (or discontinued operations) are classified as held for sale if the amount is realisable through sale, as opposed to through continued use. This is considered to be the case where: (i) sale is probable and the asset is available for immediate sale in its current condition; (ii) management is committed to a sales plan; and (iii) the sale is expected to take place within a period of 12 months. Non-current assets (or discontinued operations) classified as held for sale are stated at the lower of book value or fair value less costs to sell.

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2.4. Intangible assets Intangible assets, which comprise essentially concession rights are recorded at acquisition or construction cost less accumulated amortisation and impairment losses. Intangible assets are only recognised if it is probable that they will produce future economic benefits for the Group, they are controllable and their value can be determined reliably. Internally generated intangible assets, namely current research and development costs, are recognised as costs when incurred. Internal costs relating to the maintenance and development of software are recorded as costs in the separate consolidated income statement when incurred, except where such costs relate directly to projects which will probably generate future economic benefits for the Group. In such cases these costs are capitalised as intangible assets. Amortisation of such assets is provided on a straight-line basis as from the date the assets are available for use, in accordance with the period the Company expects to use them. Intangible assets which are expected to generate future economic benefits for an unlimited period are designated as intangible assets of undefined useful life. Such assets are not amortised but are subject to annual impairment tests. 2.5. Tangible fixed assets Tangible fixed assets used in production, rendering services or for administrative use are stated at cost, including expenses incurred with their purchase, less accumulated depreciation and, where applicable, impairment losses. Depreciation of tangible fixed assets is provided on a straight-line basis over their estimated useful lives, as from when the assets become available for their intended use, in accordance with the following estimated periods of useful life:

Years of useful life Buildings and other constructions 1 a 50 Machinery and equipment 1 a 20 Transport equipment 4 a 6 Tools and utensils 1 a 10 Administrative equipment 1 a 10

Tangible fixed assets directly related with concession that will revert to the concession grantor at the term of concession contracts, are amortised throughout their estimated useful lives, until the end of the concession period. 2.6. Leasing Lease contracts are classified as: (i) finance leases, if substantially all the benefits and risks of ownership are transferred under them; and (ii) operating leases, if substantially all the benefits and risks of ownership are not transferred under them. Leases are classified as finance or operating leases based on the substance and not form of the contract. Fixed assets acquired under finance lease contracts, as well as the corresponding liabilities are recorded in accordance with the financial method, the fixed assets, corresponding accumulated depreciation and liabilities being recognised in accordance with the contracted financial plan. In addition, the interest included in the lease instalments and depreciation of the tangible fixed assets is recognised as costs in the separate consolidated income statement for the period to which they relate. In the case of operating leases, the lease instalments are recognised as costs on a straight-line basis in the separate consolidated income statement over the period of the lease contract.

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2.7. Impairment of non-current assets, excluding goodwill Impairment assessments are made as of the date of the statement of financial position and whenever an event or change in circumstances is identified that indicates that the book value of an asset may not be recovered. Where such indications exist, the Group determines the recoverable value of the asset, so as to determine the possible extent of the impairment loss. In situations in which the individual asset does not generate cash flows independently of other assets, the estimated recoverable value is determined for the cash generating unit to which the asset belongs. Whenever the book value of an asset exceeds its recoverable amount, an impairment loss is recognised by charge to the separate consolidated income statement, under caption “Provisions, amortisation, depreciation adjustments and reversals”. The recoverable amount is the higher of the net selling price (selling price less costs to sell) and the usable value of the asset. Net selling price is the amount that would be obtained from selling the asset in a transaction between knowledgeable independent entities less the costs directly attributable to the sale. Usable value is the present value of the estimated future cash flows resulting from the continued use of the asset and sale thereof at the end of its useful life. The recoverable amount is estimated for each asset individually or, where this is not possible, for the unit generating the cash flows to which the asset belongs. Impairment losses recognised in prior years are reversed when there are indications that such losses no longer exist or have decreased. The reversal of impairment losses is recognised in the separate consolidated income statement as “Provisions, amortisation, depreciation adjustments and reversals”. However, impairment losses are reversed up to the amount that would have been recognised (net of amortisation and depreciation) if the impairment loss had not been recorded in prior years. 2.8. Foreign currency assets, liabilities and transactions Transactions in currencies other than Euro are recorded at the rates of exchange in force on the dates of the transactions. At each date of the statement of financial position, monetary assets and liabilities denominated in foreign currency are translated to Euros at the rates of exchange in force as of those dates. Foreign currency non-monetary assets and liabilities recorded at fair value are translated to Euros using the rates of exchange in force on the dates the fair value is determined. Exchange gains and losses resulting from differences between the exchange rates in force on the dates of the transactions and those in force on the dates of collection, payment or the date of the statement of financial position are recognised as income or costs in the separate consolidated income statement, except for those relating to non-monetary items where the change in fair value is recognised directly in shareholders’ equity (“Hedging and translation reserves”), in particular: - Exchange differences resulting from the translation of medium and long term foreign currency intra Group balances, which in practice are extensions of investments; - Exchange differences on financial operations to hedge exchange risk on foreign currency investments as established in IAS 21, provided that they comply with the efficiency criteria established in IAS 39. The foreign currency financial statements of subsidiary and associated companies are translated as follows: assets and liabilities at the exchange rates in force on the date of the consolidated statement of financial position; shareholders’ equity captions at the historical exchange rates; and the separate consolidated income statement and cash flow statement captions at the average exchange rates for the period. The effect of such translations is reflected in the equity caption “Translation reserves”, and is transferred to the income statement when the corresponding investments are sold. In accordance with IAS 21 goodwill and fair value corrections determined on the acquisition of foreign entities are considered in the reporting currency of such entities being translated to Euros at the exchange rates in force on the date of the statement of financial position. Such exchange differences are reflected in the caption “Translation reserves”. The Group contracts financial derivative hedging instruments to reduce its exposure to exchange rate risk.

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2.9. Borrowing costs Borrowing costs are recognised in the separate consolidated income statement for the period to which they relate. Costs incurred on loans obtained directly to finance the acquisition, construction or production of tangible and intangible fixed assets are capitalised as part of the cost of the assets. Such costs are capitalised as from the beginning of the preparation for construction or development of the assets and ends on the date such assets are available for use or when the project in question is suspended. Any financial income generated by loans obtained in advance to finance specific capital expenditure is deducted from the capital expenditure subject to capitalisation. 2.10. Subsidies State subsidies are recognised based on their fair value, when there is reasonable certainty that they will be received and that the Company will comply with the conditions required for them to be granted. Operating subsidies, namely those for employee training, are recognised in the separate consolidated income statement for the year in accordance with the costs incurred. Investment subsidies relating to the acquisition of tangible fixed assets are deducted from the value of such fixed assets and recognised in the separate consolidated income statement for the year on a consistent straight-line basis in proportion to depreciation of the subsidised fixed assets. 2.11. Inventories Merchandise and raw materials are stated at average cost, which is lower than their corresponding market value. Finished and semi-finished products, sub-products and work in progress are stated at average production cost, which includes the cost of the raw materials incorporated, labour and production overheads (considering depreciation of production equipment based on normal utilisation levels), which is lower than net realisable value. Net realisable value corresponds to normal selling price less cost to complete production and selling costs. Provisions for inventory losses are recorded by the amount of the difference between cost and the realisable value of inventories, where the latter is lower 2.12. Operating results Operating results include all operating costs and income, whether recurring or not, including restructuring costs and costs and income relating to operating assets (tangible fixed assets and intangible assets). They also include capital gains and losses on the sale of companies included in the consolidation by the full consolidation or proportional consolidation method. Therefore, operating profit excludes net financial costs, the results of associated companies and other investments and income tax. 2.13. Provisions Provisions are recognised when, and only when, the Group has an obligation (legal or implicit) resulting from a past event, under which it is probable that it will have an outflow of resources to resolve the obligation, and the amount of the obligation can be reasonably estimated. At each statement of financial position date, provisions are reviewed and adjusted to reflect the best estimate as of that date. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. In particular, the Group recognises provisions for the contractual obligations to maintain or replace the infrastructures operated under the concession agreements to a specific level of service, considering the intervention programs, namely those relating to road resurfacing. Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits to be received from the contract.

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Provisions for reorganisation costs are recognised whenever there is a formal detailed reorganisation plan which has been communicated to the parties involved. 2.14. Financial instruments Financial assets and liabilities are recognised when the Group becomes a party to the contractual relationship. Cash and cash equivalents The caption “Cash and cash equivalents” includes cash, bank deposits, term deposits and other treasury applications which mature in less than three months and can be demanded immediately with insignificant risk of change in value. The caption “Cash and cash equivalents” in the consolidated statement of cash flows also includes bank overdrafts, reflected in the consolidated statement of financial position in the caption “Other loans”. Accounts receivable Accounts receivable do not have implicit interest and are reflected at their nominal value, less estimated loss on realisation. Investments Investments are classified as follows: - -Held-to-maturity investments; - -Financial assets at fair value through the profit or loss; - -Available-for-sale financial assets. Held-to-maturity investments are classified as non-current assets, except if they mature in less than twelve months from the consolidated statement of financial position date, including investments with a defined maturity date which the company intends and has the capacity to hold up to that date. Held-to-maturity investments are recorded at amortised cost based on the effective interest rate, less repayments of principal and payment of interest. Financial assets at fair value through profit or loss classified as current investments. Available-for-sale financial assets are classified as non-current assets. All purchases and sales of such investments are recognised on the dates of the respective purchase and sale contracts, independently of the date of financial settlement. Investments are initially recorded at cost, which corresponds to the fair value of the price paid excluding transaction costs. After initial recognition, assets at fair value through the income statement and available-for-sale financial assets are restated to fair value by reference to their market value as of the consolidated statement of financial position date with no deduction for the cost of transactions that could occur up to their sale. Where the investments are capital instruments not listed on regulated markets and where it is not possible to estimate their fair value on a reliable basis, they are maintained at cost less possible impairment losses. Gains and losses due to changes in the fair value of available-for-sale financial instruments are reflected in the shareholders’ equity caption “Fair value reserve” until the instrument is sold, collected or in any other way realised, or where impairment losses are believed to exist, in which case the accumulated gain or loss is recorded in the separate consolidated income statement for the year. Gains and losses due to changes in the fair value of assets at fair value through the separate consolidated income statement are recognised in the separate consolidated income statement for the year.

Financial liabilities and equity instruments

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Financial liabilities and equity instruments are classified in accordance with the substance of the contract, independently of its legal form. Equity instruments are contracts that reflect a residual interest in the Group’s assets after deduction of the liabilities. Equity instruments issued by the Company are recorded at the amount received net of costs incurred for their issuance. Bank borrowings Borrowings are recorded as liabilities at the amount received, net of costs of issuing them. Financial costs, calculated in accordance with the effective interest rates, including premiums payable, are recorded on an accruals basis, being added to the book value of the loans if they are not paid during the year. Accounts payable Accounts payable do not bear interest and are recorded at their nominal value. Derivative financial instruments and hedge accounting The Group has the policy of contracting derivative financial instruments to hedge the financial risks to which it is exposed as a result of changes in interest rates. The Group does not contract derivative financial instruments for speculation purposes. The Group contracts derivative financial instruments in accordance with internal policies approved by the Board of Directors. Derivative financial instruments are measured at their fair value. The method of recognising depends on the nature and purpose of the transaction. Hedge accounting Derivative financial instruments are designated as hedging instruments in accordance with the provisions of IAS 39, as regards their documentation and effectiveness. Changes in the fair value of derivative instruments designated as fair value hedges are recognised in the income statement for the year, together with changes in the fair value the asset or liability subject to the risk. Changes in the fair value of derivative financial instruments designated as cash flow hedging instruments are recorded in the caption “Other reserves” as regards their effective component and in the income statement as regards their non-effective component. The amounts recorded under “Other reserves” are transferred to the separate consolidated income statement in the year in which the effect on the hedged item is also reflected in the income statement. Changes in the value of derivative financial instruments hedging net investment in a foreign entity, as in the case of cash flow hedging instruments, are recorded in the caption “Translation reserve” as regards their efficient component. The non-efficient component of such changes is recognised immediately in the separate consolidated income statement for the year. If the hedging instrument is not a derivative, the corresponding changes resulting from variations in the exchange rate are recorded in the caption “Translation reserve”. 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. Trading instruments Changes in the fair value of derivative financial instruments which 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 separate consolidated income statement for the year in which they occur. Treasury shares Treasury shares are recorded at cost, as a decrease in shareholders’ equity. Gains and losses on the sale of treasury shares are recorded in the caption “Other reserves”.

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Impairment of financial assets Financial assets classified in the category amortised cost are subject to impairment tests at the end of each financial reporting date. Such financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. For financial assets recorded at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s book value and the present value of the estimated future cash flows, discounted at the financial asset’s original effective interest rate. For financial assets recorded at cost, the amount of the impairment loss is measured as the difference between the asset’s book value and the best estimate of the fair value of the financial asset. The impairment losses are recorded in the separate consolidated income statement in the year they are identified. In the subsequent period, if the amount of the impairment loss decreases and the decrease can be linked objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through the separate consolidated income statement, up to the amount that would have been recognised (amortised cost) if the loss had not been initially recorded. The reversal of impairment losses is recorded in the separate consolidated income statement. Fair value of financial instruments The fair value of financial assets and liabilities is determined as follows: - The fair value of standard financial assets and liabilities traded on active markets is determined based on their listed prices; - The fair value of other assets and liabilities (except derivative financial instruments) is determined in accordance with generally accepted valuation models, based on discounted cash flow analyses, considering prices on current market transactions; - The fair value of derivative financial instruments is determined based on listed prices. Where listed prices are not available, fair value is determined based on analyses of discounted cash flow, which includes assumptions not supported by prices or market rates. 2.15. Pension liability The Group has assumed the commitment to provide its employees with retirement pension supplements under a defined benefits plan, having constituted autonomous pension funds for the purpose. In order to estimate the amount of its liability for the payment of such supplements, periodic actuarial calculations thereof are obtained, computed in accordance with the Projected Unit Credit Method. Actuarial gains and losses are reflected in shareholders’ equity and the costs of benefits granted are reflected in the separate consolidated income statement for the year in which they are incurred. Past service costs are recognised immediately in the case of benefits under payment and, where this is not the case, on a straight line basis over the estimated average period up to the date the rights are acquired by the employees (in the majority of cases on their retirement date if they are at the Group’s service). Pension liabilities recognised as of the date of the consolidated statement of financial position correspond to the present value of the liabilities under the defined benefits plans, adjusted for actuarial gains and losses and/or past service liabilities not recognised, less the fair value of the net assets of the pension funds. Contributions made by the Group to the defined benefits pension plans are recognised as costs on the dates they are due. 2.16. Share-based payments The benefits granted to personnel under the incentive plan to acquire shares or options over shares are recorded in accordance with the provisions of IFRS 2 – Share-based payments.

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In accordance with IFRS 2 the benefits granted to be settled in the form of shares (equity instruments) are recognised at fair value as of the date they are granted. Fair value as of the date the benefits are granted is recognised as cost on a straight-line basis over the period in which the benefits are earned by the beneficiaries through services rendered. Benefits granted in the form of shares but settled in cash are recognised as liabilities, at fair value as of the date of the consolidated statement of financial position. 2.17. Contingent assets and liabilities Contingent liabilities are not recognised in the consolidated financial statements but are disclosed in the notes to the financial statements, unless the possibility of an outflow of funds affecting future economic benefits is remote, in which case they are not subject to disclosure. Contingent assets are not recognised in the consolidated financial statements, but are disclosed in the notes to the financial statements when a future economic benefit is probable. 2.18. Income and accruals basis Income resulting from sales is recognised in the separate consolidated income statement when the risks and benefits of ownership of assets are transferred to the purchaser and the amount of income can be reasonably quantified. Sales are recognised net of taxes, discounts and other costs incurred to realise them, by the fair value of the amount received or receivable. For construction contracts where the outcome can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract at the end of the reporting period. The stage of completion is measured based the stage of realization of the construction work in the infrastructure. Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recovered. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. Income from services rendered is recognised in the consolidated income statement over the period they are related to, based on the phase of completion of the services rendered at the date of the consolidated statement of financial position. Dividends from investments are recognised as income in the year they are attributed. Interest and financial income are recognised on an accruals basis in accordance with the effective interest rate. Costs and income are recognised in the year to which they relate independently of when they are paid or received. Costs and income in which the actual amount is not known are estimated. Costs and income attributable to the current year, which will only be paid or received in future years, as well as the amounts paid and received in the current year that relate to future years and will be attributed to each of these years, are recorded in the captions “Other current assets”, "Other non-current assets" and “Other current liabilities" and “Other non-current liabilities”. 2.19. Income tax Tax on income for the year is calculated based on the taxable results of the companies included in the consolidation and takes into consideration deferred taxation. Current income tax is calculated based on the taxable results (which differ from the accounting results) of the companies included in the consolidation, in accordance with the tax rules applicable to the area in which the head office of each Group company is located. Deferred taxes refer to temporary differences between the amounts of assets and liabilities for accounting purposes and the corresponding amounts for tax purposes, as well as those resulting from tax benefits obtained and temporary differences between tax and accounting income. Deferred tax assets and liabilities are calculated and assessed periodically using the tax rates expected to be in force when the timing differences reverse. Deferred tax liabilities are recognised for all taxable temporary differences.

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Deferred tax assets are only recognised when there is reasonable expectation that there will be sufficient future taxable income to utilise them. The timing differences underlying deferred tax assets are reappraised annually in order to recognise or adjust the deferred tax assets based on the current expectation of their future recovery. 2.20. Critical judgements/estimates in applying the accounting standards The preparation of consolidated financial statements in accordance with the IFRS recognition and measurement principles require the Board of Directors to make judgements, estimates and assumptions that can affect the value of the assets and liabilities presented, especially deferred tax assets, intangible assets, amortisation, depreciation and provisions, adjustments, impairment losses and provisions, the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as of their income and costs. The estimates are based on the best knowledge available at the time and on the actions planned, and are constantly revised based on the information available. Changes in the facts and circumstances can result in revision of the estimates, and so the actual future results can differ from such estimates. Significant estimates and assumptions made by the Board of Directors in preparing these consolidated financial statements include assumptions used to value pension liabilities, deferred taxes, the useful life of tangible and intangible fixed assets, impairment analysis and fair value of derivative financial instruments. 2.21. Subsequent events Events that occur after the consolidated statement of financial position date that provide additional information on conditions that existed as of the consolidated statement of financial position date are reflected in the consolidated financial statements. Events that occur after the consolidated statement of financial position date that provide additional information on conditions that existed after the consolidated statement of financial position date, if material, are disclosed in the notes to the consolidated financial statements. 3. CHANGES IN POLICY, ESTIMATES AND ERRORS In the year ended 31 December 2012 no changes in accounting policies in relation to those used to prepare the information for 2011 have occurred that could affect the consolidated financial situation or the consolidated results of operations, and no significant errors relating to prior years were recorded. 4. COMPANIES INCLUDED IN THE CONSOLIDATION The companies included in the consolidation, their head offices and the proportion of capital held in them at 31 December 2012 are as follows:

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Effective Company Head office participation Operations

Brisa - Auto-Estradas de Portugal, S.A. Cascais Parent Supply of logistic ("Brisa") company support and administrative and financial services

Brisa - Serviços Viários, SGPS, S.A. (a) Cascais 100% Management of investments ("Brisa Serviços")

Controlauto - Controlo Técnico Automóvel, S.A. (a) Paço de Arcos 59.552% Vehicle inspection ("Controlauto")

Iteuve Portugal, Lda. (a) Cascais 59.552% Vehicle inspection ("Iteuve") Via Verde Portugal - Gestão de Sistemas Electrónicos de Cobrança, S.A. (a) Cascais 60% Management of electronic ("Via Verde Portugal") toll systems Brisa Internacional, SGPS, S.A. (a) Cascais 100% Management of investments ("Brisa Internacional") Brisa Participações, SGPS, S.A. (a) Cascais 100% Management of investments ("Brisa SGPS") Brisa Infraestruturas, SGPS, S.A. (a) Cascais 100% Management of investments ("Brisa Infraestruturas") Brisa - Concessão Rodoviária, SGPS, S.A. (a) Cascais 100% Management of investments ("BCR SGPS")

Brisa Participações e Empreendimentos, Ltda. (a) São Paulo 100% Management of investments ("BPE") Brazil

Brisa Engenharia e Gestão, S.A. (a) Cascais 100% Management of ("Brisa Engenharia") engineering projects

Brisa O&M, S.A. (a) Cascais 100% Management, operation and ("BOM") maintencance of roads and mobile assistance Brisa Inovação e Tecnologia, S.A. (a) Cascais 100% Rendering of services ("BIT") related to new technologies

Brisa - Concessão Rodoviária, S.A. (a) Cascais 100% Construction, maintenance and ("BCR") operation of motorways

M. Call, S.A. (a) Porto Salvo 100% Rendering of ("Mcall") telecommunication services

Via Oeste, SGPS, S.A. (a) Cascais 100% Management of investments ("Via Oeste") Tecnoholding II - Investimentos Tecnológicos, S.A. (a) Lisbon 100% Rendering of services ("Tecnoholding") related to new technologies Auto-Estradas do Atlântico - Concessões Rodoviárias de Portugal, S.A. (b) Torres Vedras 50% Construction, maintenance and ("AEA") operation of motorways Brisa United States, LLC (a) Atlanta 100% Management of investments ("BUS") USA Brisa North America, INC (a) Atlanta 100% Management of investments ("BNA") USA Northwest Parkway Holding, LLC (a) Denver 100% Management of investments ("NWP - HOLDING") USA

Northwest Parkway Operations, LLC (a) Denver 100% Operation of ("NWP - OPERATIONS") USA motorways

Northwest Parkway, LLC (a) Denver 100% Construction, maintenance and ("NWP") USA operation of motorways Brisa International, BV (a) Amsterdam 100% Management of investments ("BIBV") Holland Brisa International Investiments, BV (a) Amsterdam 100% Management of investments ("BIIBV") Holland

(a)These subsidiary companies were included in the consolidation by the full consolidation method. (b)AEA was consolidated in accordance with the proportional method, based on the shared management agreement entered into between Brisa and the holder of the remaining 50% of the company's share capital.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 138 2012 Consolidated Annual Report

5. CHANGES IN THE CONSOLIDATION PERIMETER At the end of 2011 the Company assumed control of AEDL - Auto-Estradas do Douro Litoral, S.A. (“AEDL”), following a change in the management as agreed by the shareholders. The change in the management model occurred following the exercise of put options on the majority of the shares held by remaining shareholders of this concession (Teixeira Duarte – Engenharia e Construções, S.A., Alves Ribeiro, Construtora do Tâmega, S.A., and Zagope – Construções e Engenharia, S.A.). Although the options were exercised in 2011, transmission of the shares required prior approval of the Grantor and the financing entities, approval at this time only depending on the Grantor. Accordingly, the separate consolidated statement of profit and loss for the period ended 31 December 2011 does not include full consolidation of the profit and loss of AEDL for that period, but only the Company’s participation in its profit, through application of the equity method. An addendum to the options contract originally entered into between Brisa and the remaining shareholders was signed in 2012, under which it was established that Brisa would assume unconditional control of the liability to capitalize AEDL. Accordingly, despite the formal transfer of title to the shares underlying the options exercised not having occurred in 2012, it has been considered that that the Company assumed the contractual liability to capitalize AEDL. In this respect, in accordance with IFRS 3, it has been considered that Brisa became holder of a 99.98% participation in AEDL. As the Company already previously had control of that subsidiary, acquisition in substance of the participation corresponding to the non-controlling interest had the following direct effect in terms of equity as a transaction between shareholders (Note 2.2. b):

Non-controlling interest in AEDL at 31 December 2011 183 030

Amount of the acquisition of shares representing 54.98 % of the capital of AEDL 9 494

192 524

Considering the expectations of the evolution of the future operations of the Litoral Centro concessions (concession contract of Brisal - Auto-Estradas do Litoral, S.A. “Brisal”) and Douro Litoral (concession contract of AEDL), impairment losses were recognised in the financial statements of prior years, reflecting the non- realization of the total contractual right resulting from the investment made in the construction of the infrastructures referred to. Also, Brisa recognised in its prior year consolidated financial statements the losses corresponding to its exposure as a shareholder of the concessions referred to. The projects referred to were structured in the form of Project Finance, with particular characteristics, namely by allocation of risks to the entities participating in them both as shareholders and as financing entities, ensuring access to long term debt, repaid with the support of cash flows generated by the project itself and the projects’ assets, with limited recourse to the shareholders. Under the concession contracts of the concessions referred to, supporting contracts between the parties (including the financing entities) were entered into, namely the Agreement to Subscribe for and Pay Up Capital, in addition to, in the particular case of Brisal, the Shareholders´ Support Agreement and Traffic Support Agreement, all being included as addenda to the respective concession contracts, in which the shareholders’ obligations to support were marked, with respect to their liability to pay up capital. Considering the continued deterioration of the operating conditions of the projects, the Board of Directors adopted a position, declared to the market, that Brisa, as a shareholder of the projects, does not accept any responsibility that results in a participation or involvement beyond that assumed contractually. As mentioned in the Directors’ Report, in 2012 the decrease in traffic increased significantly as a result of the economic crisis, together with the effect of the introduction of real tolls on certain road infrastructures, with a

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 139

consequent effect on the projects in question. In addition, the deterioration of the macroeconomic prospects and the conditions necessarily imposed by the budget measures aimed at consolidating the re-balancing of the public accounts, led to a downwards revision in the fourth quarter of 2012 of the cash flow estimates of the Brisal and Douro Litoral concessions, based on the most recent traffic studies. These matters, together with the lack of effect to date of both the negotiation processes started directly with the Grantor and with the arbitration court, as well as the impossibility of estimating both the timing and any future outcomes of the processes, led the Company to declare in the current conditions and prospects, that the future viability of the projects is compromised and it is impossible for the concessionaires to meet their future commitments. In this respect Brisa’s Board of Directors believes that: - Although there has not been any formal change in the shareholders of the concessionaires, through the established contractual mechanisms, the financial entities exposed to the projects have the possibility of redeeming the concessions (“step-in”), and are responsible for defining the timing of the realization of that mechanism; - Current management of the concessionaires is significantly restricted, limiting their management actions to the operation within a budget previously agreed with the financial institutions, it being necessary to obtain prior approval from the institutions for any decision not included within the agreement; - Under the current conditions, Brisa has lost the ability to control the subsidiaries, although to date there has been no change in the shareholding, as established in paragraph 32 of IAS 27. Accordingly, Brisa’s Board of Directors considers, based on opinions of its legal consultants, that Brisa is not exposed to any variation in the negative cash flows of the projects, there currently being no effective control over the subsidiaries, and so they were excluded from the consolidation. Brisa’s consolidated financial statements therefore ceased to include the assets, liabilities’ costs and income of these concessions after 31 October 2012, date after which the review exercise of the corresponding projections was concluded. As explained in greater detail below, exclusion of these entities from Brisa’s consolidation perimeter did not have significant effects, on that date, on the consolidated equity and results, as the responsibilities assumed by Brisa were previously and fully recognised. The main financial information of Brisal and AEDL at 31 December 2012, after recognition, in the correspondent financial statement, of the impairment losses resultant from the latest cash-flows estimates based on revision of traffic projections, is as follows:

Brisal AEDL

Total assets 37 136 171 684 Total liabilities 519 972 1 190 072 Capital próprio ( 482 836) ( 1 018 388)

Operatin loss ( 417 436) ( 654 925) Net financial expenses ( 24 724) ( 49 424) Net loss ( 442 166) ( 704 355)

Changes in the consolidation perimeter resulting from the above mentioned had the following impact on the consolidated statement of financial position (with effect from 31 October 2012), as positive amounts correspond to a decrease in the consolidated financial statements:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 140 2012 Consolidated Annual Report

AEDL Brisal Total

Non-current assets Tangible fixed assets (Nota 13) 7 505 804 8 309 Intangible assets (Nota 14) 856 689 510 833 1 367 522 Other investments - 793 793 Total non-current assets 864 194 512 430 1 376 624

Current Assets Trade and other receivables ( 5 821) ( 2 816) ( 8 637) Other current assets ( 1 228) 466 ( 762) Cash and cash equivalent 59 10 301 10 360 Total current assets ( 6 990) 7 951 961

Total assets 857 204 520 381 1 377 585

Non-current liabilities: Borrowings 850 746 - 850 746 Provisions (Nota 29) ( 178 511) 6 429 ( 172 082) Other non current liabilities 204 563 - 204 563 Deferred tax liabilities - 793 793 Total non-current liabilities 876 798 7 222 884 020

Current liabilities: Trade payables 98 364 462 Borrowings 4 581 513 642 518 223 Other payables 2 028 ( 966) 1 062 Other current liabilities ( 1 568) 119 ( 1 449) Total current liabilities 5 139 513 159 518 298 Total liabilities 881 937 520 381 1 402 318

The impact on the consolidated statement of comprehensive income resulting from the exit of Brisal and AEDL from the consolidation perimeter, presented as “Result on discontinued operations” was as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 141

2012 2011 AEDL Brisal Brisal

Operating income: Services rendered 8 599 13 399 8 946 Other operating income ( 7 636) ( 7 905) ( 165) Revenue associated to construction service 361 500 819 Total operating income 1 324 5 994 9 600

Operating expenses: Cost of sales --- Supplies and services ( 1 167) ( 1 313) ( 1 472) Personnel costs ( 178) ( 188) ( 222) Provisions, amortization, depreciation adjustments and reversals 41 885 17 053 20 183 Other operating expenses ( 280) ( 128) ( 154) Costs associated to construction service ( 361) ( 500) ( 819) Total operating expenses 39 899 14 924 17 516

Operating profit 41 223 20 918 27 116

Financial expenses ( 37 925) ( 20 979) ( 25 119) Financial income ( 3 675) 67 101 Profit before tax ( 377) 6 2 098

Income tax ( 4) ( 6) ( 7) Net loss for the year on discontinued operations ( 381) - 2 091

6. BUSINESS SEGMENTS The Group is organised in accordance with the following business segments: - Brisa Concession - Atlântico Concession - International Operations - Vehicle inspection - Motorway related services - Other Brisa concession (BCR concession contract) Decree-law 467/72 of 22 November established the bases of Brisa’s Concession, namely the construction, maintenance and operation of motorways. Since then, the concession bases have been reviewed periodically, with the introduction of changes made to the clauses of the concession contract. Decree-Law 294/97 of 24 October, Decree-Law 287/99, of 28 July, Decree-Law 314 A/2002, of 26 December, and Decree-Law 247-C/2008, of 30 December approved the bases of the concession currently in force which, given their importance and impact on the Company's financial and economic situation, are summarised below: - The total length of the motorway network operated under concession covers 1 100 kilometres, which are all open to traffic, except for the access to the new airport the length of which will depend on the location of the airport, of which 86 kilometres are not subject to tolls.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 142 2012 Consolidated Annual Report

- The concession period will end on 31 December 2035 and the assets directly related to the concession will revert to the State on that date. - The Company's minimum share capital is 75 million Euros. - In the last five years of the concession the State may redeem the contract, under certain conditions that ensure financial stability. - Supervision of the concession falls to the Ministry of Finance as regards financial matters and to the ministry responsible for the road sector as regards the remaining matters. Atlântico Concession (AEA Concession Contract) The bases of the concession to AEA of the motorway stretches and related roads in the west of Portugal were defined and approved under Decree-Law 393–A/98 of 4 December, the more significant items in terms of their importance and impact on AEA’s financial position being: - The total extent of motorway conceded was fixed at 170 kilometres which are totally open to traffic, of which 26 kilometres are not subject to tolls; - The concession period was fixed to end on 21 December 2028 and the assets directly related to the concession will revert to the State on that date. - In the last five years of the concession the State may redeem the contract, under certain conditions to ensure financial stability. - Supervision of the concession falls to the Ministry of Finance as regards financial matters and to the ministry responsible for the road sector as regards the remaining matters. International operations This segment, in terms of operations includes essentially the Northwest Parkway concession. On 21 November 2007, under a “Contract Lease Agreement” entered into with Northwest Parkway Public Highway Authority, NWP started to operate, on a concession basis for a period of 99 years, a motorway on an open system, with 14 km (8.7 miles), located in the State of Colorado, in the United States of America. In addition, the contract establishes the possible construction of 2.3 additional miles by 31 December 2018. Vehicle inspection This segment includes vehicle inspection services, and include the study, management and operation of vehicle technical control and any other directly related activities. Motorway related services This segment includes the operation and maintenance of road infrastructures, management of electronic tolls, mobile assistance and repairs, technological development and the rendering of services relating to new technologies, logistic support and administrative and financial services and management of engineering projects. The results of each segment (after the elimination of intragroup transactions) in the years ended 31 December 2012 and 2011 were as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 143

2012 Motorway Brisa Atlântico International Vehicle Total of the Consolidated related Others Eliminations concession concession operations inspection segments total services

Operating income : Services rendered - external clients 441 572 27 630 9 754 29 199 56 809 - 564 964 - 564 964 Services rendered - inter-segment 272 17 - 5 140 984 - 141 278 ( 141 278)- Other operating income - external clients 5 349 786 69 62 19 566 - 25 832 - 25 832 Other operating income - inter-segment - 9 - 234 ( 1 523) - ( 1 280) 1 280 - Revenue associated to construction service 32 785 - - - - - 32 785 - 32 785 Total operating income 479 978 28 442 9 823 29 500 215 836 - 763 579 ( 139 998) 623 581

Operating costs: Cost of sales - - - - ( 6 025) - ( 6 025) - ( 6 025) External supplies and services - external suppliers ( 5 283) ( 3 224) ( 3 345) ( 6 459) ( 64 803) ( 9) ( 83 123) - ( 83 123) Exteral supplies and services - inter-segment ( 117 231) ( 2 299) ( 170) ( 1 283) ( 19 012) ( 3) ( 139 998) 139 998 - Personnel costs ( 2 939) ( 2 689) ( 2 325) ( 10 055) ( 68 426) - ( 86 434) - ( 86 434) Provisions, Amortisation, depreciation, adjustments and reversals ( 150 091) ( 30 923) ( 4 708) ( 2 480) ( 19 768) ( 3) ( 207 973) - ( 207 973) Other operating expenses ( 1 302) ( 168) ( 26) ( 1 704) ( 1 268) ( 2) ( 4 470) - ( 4 470) Costs associated to construction service ( 32 785) - - - - - ( 32 785) - ( 32 785) Total operating costs ( 309 631) ( 39 303) ( 10 574) ( 21 981) ( 179 302) ( 17) ( 560 808) 139 998 ( 420 810)

Operating results 170 347 ( 10 861) ( 751) 7 519 36 534 ( 17) 202 771 - 202 771

Financial costs - external ( 125 935) ( 8 187) ( 16 604) ( 517) ( 2 896) - ( 154 139) - ( 154 139) Financial costs - inter-segment - ( 3 442) - - ( 4 492) - ( 7 934) 7 934 - Financial income - external 5 984 345 12 168 4 8 758 - 27 259 - 27 259 Financial income - inter-segment - 874 3 988 - 3 072 - 7 934 ( 7 934) - Result of investments 183 7 ( 281) 172 ( 1 431) - ( 1 350) - ( 1 350) ( 119 768) ( 10 403) ( 729) ( 341) 3 011 - ( 128 230) - ( 128 230) Result before tax 50 579 ( 21 264) ( 1 480) 7 178 39 545 ( 17) 74 541 - 74 541

Income tax ( 16 700) ( 1 688) 4 828 ( 2 181) ( 12 399) 2 ( 28 138) - ( 28 138) Non-controlling interests - - - ( 2 032) ( 2 050) - ( 4 082) - ( 4 082) Result on discontinued operations - - - - - ( 381) ( 381) - ( 381) Net consolidated result attributable to shareholders 33 879 ( 22 952) 3 348 2 965 25 096 ( 396) 41 940 - 41 940

2011 Motorway Brisa Atlântico International Vehicle Total of the Consolidated related Others Eliminations concession concession operations inspection segments total services

Operating incime : Services rendered - external clients 498 449 30 798 8 003 27 903 57 176 - 622 329 - 622 329 Services rendered - inter-segment 270 17 - 3 115 585 - 115 875 ( 115 875)- Other operating income - external clients 4 373 616 45 70 33 964 - 39 068 - 39 068 Other operating income - inter-segment 14 9 - 254 28 979 - 29 256 ( 29 256) - Revenue associated to construction service 61 011 306 - - - - 61 317 - 61 317 Total operating income 564 117 31 746 8 048 28 230 235 704 - 867 845 ( 145 131) 722 714

Operating costs: Cost of sales - - - - ( 15 401) - ( 15 401) - ( 15 401) External supplies and services - external suppliers ( 5 080) ( 3 808) ( 3 556) ( 6 188) ( 68 827) ( 54) ( 87 513) - ( 87 513) Exteral supplies and services - inter-segment ( 120 292) ( 2 337) ( 1) ( 1 425) ( 20 061) ( 3) ( 144 119) 144 119 - Personnel costs ( 1 789) ( 3 471) ( 1 378) ( 9 343) ( 84 971) - ( 100 952) - ( 100 952) Provisions, amortization, depreciation, adjustments and reversals ( 161 568) ( 14 472) ( 3 690) ( 2 317) ( 29 810) - ( 211 857) - ( 211 857) Other operating costs ( 1 290) ( 100) ( 229) ( 1 744) ( 1 987) - ( 5 350) - ( 5 350) Other operating costs - inter-segment - - - - ( 1 002) - ( 1 002) 1 002 - Costs associated to construction service ( 61 011) ( 306) - - - - ( 61 317) - ( 61 317) Total operating costs ( 351 030) ( 24 494) ( 8 854) ( 21 017) ( 222 059) ( 57) ( 627 511) 145 121 ( 482 390)

Operating results 213 087 7 252 ( 806) 7 213 13 645 ( 57) 240 334 ( 10) 240 324

Financial costs - external ( 105 795) ( 9 257) ( 14 847) ( 686) ( 4 638) - ( 135 223) - ( 135 223) Financial costs - inter-segment - ( 2 926) ( 32) - ( 537) - ( 3 495) 3 495 - Financial income - external 7 896 374 34 568 10 10 174 7 53 029 - 53 029 Financial income - inter-segment - 742 448 - 2 305 - 3 495 ( 3 495) - Result of investments - ( 13) 34 101 796 ( 218 664) ( 217 746) - ( 217 746) ( 97 899) ( 11 080) 20 171 ( 575) 8 100 ( 218 657) ( 299 940) - ( 299 940) Result before tax 115 188 ( 3 828) 19 365 6 638 21 745 ( 218 714) ( 59 606) ( 10) ( 59 616)

Income tax ( 33 471) ( 3 037) ( 5 475) ( 1 835) 23 162 11 ( 20 645) - ( 20 645) Non-controlling interests - - - ( 1 942) ( 2 045) - ( 3 987) - ( 3 987) Result on discontinued operations - - - - - 2 091 2 091 - 2 091 Net consolidated result attributable to shareholders 81 717 ( 6 865) 13 890 2 861 42 862 ( 216 612) ( 82 147) ( 10) ( 82 157)

Operating income corresponds to transactions with external parties (outside the consolidation perimeter). Operating results of discontinued operations represents the results of Brisal and AEDL consolidated until 31 October 2012, which, as mentioned in Note 5, where excluded from the consolidated perimeter as a result of the loss of control.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 144 2012 Consolidated Annual Report

The accounting policies in the various segments are consistent with the Group policies. The assets and liabilities of the segments and their respective reconciliation with the consolidated total assets as of 31 December 2012 and 2011 were as follows: Assets 2012 2011

Brisa concession 3 371 710 3 305 009 Litoral Centro concession (a) - 515 234 Douro Litoral concession (a) - 822 556 Atlântico concession 288 999 323 237 International business 536 692 604 210 Vehicle inspection 49 626 50 832 Sundry services 637 294 833 080 Others 109 128 Total segment assets 4 884 430 6 454 286 Assets not allocated 38 022 28 965 Consolidated assets 4 922 452 6 483 251

(a)These segments were discontinued in the year ended in 31 December 2012 (Note 5). Liabilities 2012 2011

Brisa concession 2 751 762 2 690 136 Litoral Centro concession (a) - 519 949 Douro Litoral concession (a) - 1 283 279 Atlântico concession 164 186 177 062 International business 359 867 344 420 Vehicle inspection 21 136 24 738 Sundry services 279 287 121 001 Others 26 21 Total liabilities 3 576 264 5 160 606

(a)These segments were discontinued in the year ended in 31 December 2012 (Note 5). In order to monitor the performance of each segment and the allocation of resources between them: - All assets are allocated to reportable segments excluding investments in associates; - Goodwill is allocated to the respective segments; - All liabilities are allocated to reportable segments. Changes in non-current assets of each of the segments are as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 145

Variation in non-current assets 2012 2011 Brisa concession ( 92 515) ( 91 994) Litoral Centro concession (a) ( 494 223) 21 801 Douro Litoral concession (a) ( 819 693) 819 693 Atlântico concession ( 34 262) ( 20 937) International business ( 1 518) 37 396 Vehicle inspection ( 1 472) ( 253) Motorway related services 24 381 11 678 ( 1 419 302) 777 384

(a)These segments were discontinued in the year ended in 31 December 2012 (Note 5). 7. OPERATING INCOME Operating income for the years ended as of 31 December 2012 and 2011 was as follows: 2012 2011 Services rendered: Tolls 468 968 525 866 Vehicle inspections 29 199 27 903 Electronic collection 13 722 11 500 Management of electronic equipment 10 118 11 167 Service areas 9 982 11 378 Management of engineering projects 579 7 561 Vehicle assistance 71 196 Other services rendered 32 325 26 758 564 964 622 329 Other operating income: Sales (a) 14 286 26 656 Indemnities received on construction works 1 994 2 647 Equipment rental 926 942 Compensation for operating losses (Note 30) 1 572 1 572 Other 7 054 7 251 25 832 39 068

Income associated to construction service (b) 32 785 61 317

623 581 722 714

(a)The decrease in sales in 2012 results essentially from a decrease in sales of electronic equipment to concessionaires outside the Group in relation to the preceding year. (b)In the concession contracts covered by IFRIC 12, construction activity is subcontracted externally to specialised entities. Therefore the Group has no margin in the construction of assets allocated to the concession and therefore revenue and costs relating to the construction of these assets are the same.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 146 2012 Consolidated Annual Report

8. OPERATING LEASES Costs of 2 384 thousand Euros and 2 462 thousand Euros relating to lease instalments under operating lease contracts were recognised in the years ended 31 December 2012 and 2011, respectively. Lease instalments not yet due at 31 December 2012 and 2011, under the Group’s operating lease contracts, were payable as follows: Year 2012 2011

2012 - 2 086 2013 1 873 1 452 2014 898 736 2015 283 149 2016 14 - 3 068 4 423

9. NET FINANCIAL EXPENSES Financial expenses for the years ended 31 December 2012 and 2011 was as follows: 2012 2011

Interest expense ( 124 529) ( 114 585) Exchange losses ( 15) ( 136) Loss on the valuation of derivative financial instruments: Interest rate instruments - 388 Other financial expenses and losses (a) ( 29 595) ( 20 890) ( 154 139) ( 135 223)

(a)This caption includes the amounts of 5 032 thousand Euros and 4 702 thousand Euros (Note 29), resulting from the financial updating of the provision for replacement of infrastructures carried out in the years ended 31 December 2012 and 2011, respectively. Financial income for the years ended 31 December 2012 and 2011 was as follows: 2012 2011

Interest income (a) 25 584 52 565 Exchange gains 7 132 Gain on the valuation of derivative financial instruments: Interest rate instruments 1 381 - Other financial income and gains 287 332 27 259 53 029

(a)The decrease results essentially from a reduction in the cash and cash equivalents available.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 147

Investment income for years ended 31 December 2012 and 2011 was as follows: 2012 2011

Gain on group and associated companies: SICIT - Sociedade Investimento e Consultoria em Infra- estruturas de Transportes, S.A. ("SICIT") 116 45 Controlauto Açores, Lda. ("Controlauto Açores") 172 101 Geira, S.A. ("Geira") 7 - Street Park - Gestão de Estacionamentos - ACE ("Street Park") 2 - Transport Infrastructure S. à r.l. ("Transport") 313 129 Transport Infrastructure Investment Company SCA ("SICAR") 1 215 1 193 Movenience, B.V. ("Movenience") 113 54 Mobility, B.V. ("Mobility") - 189 AEBT - Auto-Estradas do Baixo Tejo, S.A. ("AEBT") 580 - 2 518 1 711 Income from equity investments: Efacec - 20 Loss on group and associated companies: Feedback Brisa Highways OMT PVT LTD ("FBH OMT") ( 134) ( 352) Asterion A.C.E. ("Asterion") ( 60) ( 85) AEDL - Auto-Estradas do Douro Litoral, S.A. ("AEDL") (a) - ( 218 664) Mobility, B.V. ("Mobility") ( 326) - Geira, S.A. ("Geira") - ( 13) Transport Infrastructure Investment S. à r.l. ("TIIC") ( 1) ( 1) AEBT - Auto-Estradas do Baixo Tejo, S.A. ("AEBT") - ( 504) ( 521) ( 219 619) Other results from investments: Others (a) ( 3 347) 142

( 1 350) ( 217 746)

(a)The decrease observed in “Other” results, essentially, from the recognition of an additional provision relating to investment obligations concerning to AEDL cost overruns for construction (Note 29). 10.INCOME TAX Brisa and its subsidiary companies with head office in Portugal are subject to Corporation Income Tax at the normal rate of 25%, which can be increased by a municipal surcharge of up to a maximum rate of 1.5% of taxable income. In addition, the normal rate of income tax can vary between 26.5% and 31.5%, depending on the amount of taxable profit (TP), on which a state surcharge at the following rates apply:

State Surcharge: 3% on TP if 1,5M€ < TP <= 10M€ or

5% on TP if TP > 10M€

The tax losses incurred in years starting on or after 1 January 2012 can be carried forward for five tax years (the period is four years for tax losses incurred in the 2010 and 2011 tax years and six years for tax losses incurred in earlier tax periods). Additionally, the deduction of tax losses carried forward is limited to 75% of taxable profit, this rule applying to deductions made in tax periods starting on or after 1 January 2012, regardless of the tax periods in which the tax losses were determined.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 148 2012 Consolidated Annual Report

In accordance with the State Budget for 2013, for the year started on 1 January 2013, the state surcharge is due on the amount of taxable income in accordance with the following intervals:

State Surcharge: 3% on TP if 1,5M€ < TP <= 7,5M€ or

5% on TP if TP > 7,5M€

In accordance with the law n.º12-A/2010 of 30 June that created the state surcharge fiscal in the year 2014 and following, that TP above 2M€ will be subject to a tax rate of 2.5%, resulting the marginal tax of IRC of 29%. In the year ended 31 December 2012 these changes only affected deferred taxes, as the rate to be used in their calculation depends on the rate applicable to taxable income on the date they revert. The Company is subject to Corporation Income Tax under the special regime for the taxation of groups of companies (“SRTGC”), together with the Group companies Brisa Engenharia e Gestão, S.A., Brisa Serviços Viários, SGPS, S.A., Brisa O&M, S.A., Brisa Inovação e Tecnologia, S.A., Brisa – Concessão Rodoviária, S.A., Brisa Internacional, SGPS, S.A., Via Oeste, SGPS, S.A., Brisa – Concessão Rodoviária, SGPS, S.A., Brisa Infraestruturas, SGPS, S.A. ,Brisa Participações, SGPS, S.A., Mcall S.A. and Technoholding II, Investimentos Tecnológicos, S.A.. This regime consists of the sum of the taxable results of all the companies included in the tax perimeter, less dividends distributed, to which the applicable Corporation Income Tax rate plus municipal surcharge is applied. In accordance with current legislation, tax returns are subject to review and correction by the tax authorities during a period of four years (five years for social security), except where there are tax losses, tax benefits have been granted or inspections, claims or appeals are in progress, in which case, depending on the circumstances, the period can be extended or suspended. Therefore the Company's tax returns for the years 2009 to 2012 are subject to review and correction. The Board of Directors believes that any possible corrections resulting from revisions/inspections of these tax returns will not have a significant effect on the financial statements as of 31 December 2012. In the regular inspections carried out by the Tax Authorities they have requested corrections to the taxable income base and tax, in particular as regards the concession contract operations. The Board of Directors, based on technical advice from external consultants, believes that the corrections are unfounded. In this respect, the Board of Directors has used the various instruments at its disposal to defend its position, and continues to believe in the soundness of its arguments and in a favourable outcome of all existing disputes with the Tax Authorities. In the year ended at 31 December 2012 Brisa received the report of a Tax Inspection for the year 2009, in which the Tax Authorities, in line with the previous Tax Inspection Reports for the years 2007 and 2008, conclude as to the inadequacy of the legal and tax framework applied to the securitization of future receivables in the amount of 400 000 thousand Euros, carried out on 19 December 2007, considering that it does not comply with the legislation for the securitization of credits established in Decree-law 453/99, of 5 November, as amended by Decree-Law 82/02 of 5 April, and consequently the tax regime provided for in Decree-Law 219/2001, of 4 August, both altered by Decree-law 303/2003 of 5 December is not applicable. In view of the above, the Tax Authorities consider that: - The amount of 400 000 thousand Euros received by Brisa under to the operation was incorrectly added to taxable income of 2007; - Income corresponding to the services rendered, from which the future transferred receivables are derived, should be allocated, for tax and accounting purposes, to the tax periods in which the services will be provided; - The amount of approximately 100 000 thousand Euros relating to the tax benefit under decree-law 287/99 subject to being used up to 2007, was unduly deducted from taxable income of that year. - When determining the taxable profit for to 2008 and 2009 (already inspected) the amounts of 80 000 thousand Euros was unduly deducted from taxable profit of each of the years.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 149

In the years ended 31 December 2010, 2011 and 2012, not yet inspected, the Company also deducted for tax purposes 80 000 thousand Euros each year. The Board of Directors of Brisa, based on the opinion of its legal and accounting experts and consultants, believes that the treatment considered for the mentioned securitization the operation is adequately supported from a legal point of view, and therefore from an accounting and a tax standpoint. As result, the Board of Directors of Brisa believes that the corrections proposed in the Tax Inspection Report relating to 2007, 2008 and 2009 are unjustified, as expressed in the administrative claim presented to the Tax Authority. Brisa will use all available defence instruments, as tax payer, to support and defend the treatment given to this operation under all perspectives. In view of the above, at 31 December 2012 no provision was recorded for this matter. Income tax recognised in the years ended 31 December 2012 and 2011 was as follows: 2012 2011

Current tax 8 893 8 769 Deferred tax (Note 18) 21 017 12 564 Tax on prior years income ( 1 772) ( 688) 28 138 20 645

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 150 2012 Consolidated Annual Report

The reconciliation between income before income tax and income tax for the year was as follows:

2012 2011

Profit before tax 74 541 159 048 Negative equity changes ( 1 148) ( 24 666) Non taxable income: Gain on investments - ( 111) Capital income - ( 20) Derivative financial instruments ( 3 083) ( 2 418) Reversal and utilisation of provisions (Note 29) ( 34 632) ( 133 980) Reversal and utilisation of impairment losses ( 1 196) ( 301) Equity method (Note 9) ( 2 518) ( 1 711) Differences between accounting and tax amortisation and depreciation ( 20 433) - Securitization of credits ( 80 000) ( 80 000) Others ( 1 258) ( 19 980) ( 143 120) ( 238 521) Non tax deductible costs: Differences between economic and tax amortisation (Note 16) 3 947 6 970 Non deductible amortisation 21 273 124 Provisions recorded 38 557 38 863 Impairment losses recorded 2 687 18 285 Derivative financial instruments 1 814 - Equity method (Note 9) 521 954 Pension fund 1 030 - Others 1 487 5 456 71 316 70 652 Differences between individual and consolidated: Dividends - 88 Differences between individual and consolidated income 1 532 1 329 Differences between individual and consolidated exenses ( 10 303) - ( 8 771) 1 417 Taxable profit ( 7 182) ( 32 070) Income tax rate in Portugal 25.0% 25.0% Determined tax ( 1 795) ( 8 018) Tax decrease (12.5%) - ( 1) Effect of different tax rates ( 4 860) ( 5 586) Autonomous taxation 567 717 utilisation of tax losses carried forward ( 2 973) ( 632) Recording of tax losses carried forward for future years 14 239 17 655 Unrealized tax losses 12 - Surcharge 1 128 1 864 State surcharge 2 575 2 770 Tax on income of previous years ( 1 772) ( 688) Effect of recording/reversal of deferred tax (Note 18) 21 017 12 564 Income tax 28 138 20 645

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 151

11.EARNINGS PER SHARE Basic and diluted earnings per share for the years ended 31 December 2012 and 2011 were determined based on the following amounts: Basic and diluted earnings per share 2012 2011

Result for the purpose of determining the basic and diluted earning per share (net profit for the year) 41 940 ( 82 157)

Average number of shares for the purpose of determining the basic and diluted earning per share 552 763 158 561 436 045

Basic and diluted earnings per share (in Euro) 0,08 (0,15)

The basic and diluted earnings per share of continuing operations for the years ended 31 December 2012 and 2011 were calculated considering the following amounts: Basic and diluted earnings per share 2012 2011

Result for the purpose of determining the basic and diluted earning per share (net profit for the year) 42 321 134 416

Average number of shares for the purpose of determining the basic and diluted earning per share 552 763 158 561 436 045

Basic and diluted earnings per share (in Euro) 0,08 0,24

At 31 December 2012 and 2011 no diluting effects occurred, hence basic and diluted earnings per share are identical. 12.DIVIDENDS The Shareholders' General Meeting held on 2 April 2012 decided to not pay dividends based on the results for 2011 (in 2011 a dividend of 0.31 Euros per share was paid out of the net profit for the year ended 31 December 2010). 13.TANGIBLE FIXED ASSETS The changes in tangible fixed assets and corresponding accumulated depreciation and impairment losses in the years ended 31 December 2012 and 2011 were as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 152 2012 Consolidated Annual Report

2012 Land Buildings and Advances and resources other Basic Transport Administrative Tools Fixed assets on account of natural constructions equipment equipment equipment and utensils in progress tangible fixed assets Total Gross assets: Opening balance 13 872 34 015 187 000 3 989 30 449 237 1 966 - 271 528 Effect of currency translation - - ( 19) - ( 2) - - - ( 21) Additions 4 213 4 194 1 138 730 20 8 221 6 528 Sales - - ( 12) ( 1 362) ( 69) - - - ( 1 443) Write-offs - ( 2) ( 2 951) ( 22) ( 276) - - - ( 3 251) Transfers - 79 87 - ( 4) - ( 162) - - Subsidies - - ( 836) - - - - - ( 836) Change in perimeter (Note 5) - - ( 17 484) ( 30) ( 56) - - - ( 17 570) Closing balance 13 876 34 305 169 979 3 713 30 772 257 1 812 221 254 935

Accumulated depreciation and impairment: Opening balance - 15 639 138 220 2 006 27 492 209 1 731 - 185 297 Effect of currency translation - - ( 8) - ( 2) - - - ( 10) Increase - 1 544 12 975 682 1 504 19 - - 16 724 Decrease - ( 1) ( 11) ( 874) ( 59) - - - ( 945) Write-offs - ( 2) ( 2 864) ( 13) ( 274) - - - ( 3 153) Transfers - - 4 - ( 4) - - - - Change in perimeter - - ( 9 215) ( 3) ( 43) - - - ( 9 261) Closing balance - 17 180 139 101 1 798 28 614 228 1 731 - 188 652

Net amount 13 876 17 125 30 878 1 915 2 158 29 81 221 66 283

2011 Land Buildings and and natural other Basic Transport administrative Tools Fixed assets resources constructions equipment equipment equipment and utensils in progress Total Gross assets: Opening balance 13 893 32 762 171 899 4 690 29 778 249 3 748 257 019 Effect of currency translation - 2 24 ( 6) 3 - - 23 Additions - 1 040 3 441 535 1 048 12 234 6 310 Sales ( 21) - ( 16) ( 1 150) ( 8) - - ( 1 195) Write-offs - ( 55) ( 2 010) ( 80) ( 417) ( 24) ( 19) ( 2 605) Transfers - 266 3 037 - 44 - ( 1 997) 1 350 Changes in perimeter - - 10 625 - 1 - - 10 626 Closing Balance 13 872 34 015 187 000 3 989 30 449 237 1 966 271 528

Accumulated depreciation and impairment: Opening balance - 14 155 118 826 2 186 26 284 220 1 731 163 402 Effect of currency translation - - 7 ( 5) 2 - - 4 Increase - 1 490 20 300 629 1 629 13 - 24 061 Decrease - - ( 16) ( 737) ( 7) - - ( 760) Write-offs - - ( 2 011) ( 67) ( 417) ( 24) - ( 2 519) Transfers - ( 6) 6 - - - - - Changes in perimeter - - 1 108 - 1 - - 1 109

Closing balance - 15 639 138 220 2 006 27 492 209 1 731 185 297

Net amount 13 872 18 376 48 780 1 983 2 957 28 235 86 231

In the years ended 31 December 2012 and 2011 the caption Basic Equipment includes the net amounts of 24 397 thousand Euros and 41 690 thousand, respectively, relating to assets directly associated to the concession, which will revert to the State at the end of the concession period, without compensation.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 153

14.INTANGIBLE ASSETS The changes in intangible fixed assets and corresponding accumulated amortisation and impairment losses in the years ended 31 December 2012 and 2011 were as follows:

2012 Licenses Intangible assets Rights and software in progress Total Gross assets: Opening balance 7 107 994 15 870 66 682 7 190 546 Effect of currency translation ( 7 673) - - ( 7 673) Acquisitions 40 692 1 828 670 43 190 Write-offs - ( 85) - ( 85) Transfers 62 200 236 ( 61 738) 698 Capitalised financial costs 68 - 2 004 2 072 Change in perimeter (Note 5) ( 1 759 929) - - ( 1 759 929) Closing balance 5 443 352 17 849 7 618 5 468 819

Accumulated amortization and impairment losses: Opening balance 2 165 436 11 821 - 2 177 257 Effect of currency translation ( 317) - - ( 317) Increase 207 046 2 385 - 209 431 Decrease ( 108 757) - - ( 108 757) Write-offs - ( 85) - ( 85) Transfers 349 - - 349 Change in perimeter (Note 5) ( 392 407) - - ( 392 407) Closing balance 1 871 350 14 121 - 1 885 471 Net amount 3 572 002 3 728 7 618 3 583 348

2011 Licenses Intangible assets Rights and software in progress Total Gross assets: Opening balance 5 953 687 12 439 59 175 6 025 301 Effect of currency translation 12 570 - - 12 570 Acquisitions 20 737 1 887 44 012 66 636 Disposals - - ( 40) ( 40) Write-offs - ( 59) ( 342) ( 401) Transfers 34 696 1 603 ( 37 649) ( 1 350) Capitalised financial costs - - 1 526 1 526 Change in perimeter 1 086 304 - - 1 086 304 Closing balance 7 107 994 15 870 66 682 7 190 546

Accumulated amortization and impairment losses: Saldo inicial 1 769 571 6 936 - 1 776 507 Effect of currency translation 392 - - 392 Increase 164 517 2 511 - 167 028 Decrease ( 42 740) - - ( 42 740) Write-offs - ( 59) - ( 59) Transfers ( 2 433) 2 433 - - Change in perimeter 276 129 - - 276 129 Closing balance 2 165 436 11 821 - 2 177 257 Net value 4 942 558 4 049 66 682 5 013 289

The gross amount of intangible assets at 31 December 2012 includes, essentially, contractual rights and corresponds to:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 154 2012 Consolidated Annual Report

(i) Contractual operating right of the Brisa Concession (Note 6), obtained in exchange for the transfer of road construction services of infrastructures relating to the concession, in the amount of 4 130 654 thousand Euros of which 240 689 thousand Euros relate to the capitalization of financial expenses; (ii) Contractual operating right of the Atlântico Concession (Note 6), obtained in exchange for the transfer of road construction services of infrastructures relating to the concession, in the amount of 264 662 thousand Euros, of which 10 589 thousand Euros relate to the capitalization of financial expenses; (iii) Amount paid to the Northwest Parkway Public Highway Authority for the concession right to the NWP motorway – 454 886 thousand USD (344 767 thousand Euros); (iv) Payment by Brisa to the State (the conceding entity) in exchange for the right to collect tolls on the CREL motorway as from 1 January 2003 under the provisions of Decree-Law 314 A/2002 of 26 December, less the amount received earlier when such tolls were abolished, and which at 31 December 2002 had not yet been recognised as income – 236 318 thousand Euros; (v) Amount paid under the Global Agreement entered into between the Company, the State and Estradas de Portugal, S.A., corresponding to changes in the Bases of the Concession (Decree-Law 247-C/2008 of 30 December) – 158 100 thousand Euros; (vi) Amount resulting from allocation of the acquisition cost of the participation in AEA, in accordance with IFRS 3, to the fair value of the net assets acquired, corresponding to the part attributed to AEA’s concession contract (in addition to the fair value of the remaining net assets recognised) - 152 636 thousand Euros; (vii) Costs incurred by Brisa to renegotiate the concession contract in 1991, which resulted in extending the initial concession period – 101 750 thousand Euros; The increase in accumulated amortisation and impairment losses in 2012 includes impairment losses of 14 146 thousand Euros (Note 16) resulting from the impairment study made at that date of the contractual right related to the Atlântico concession.

The concession rights included in intangible assets obtained in exchange for construction services was as follows:

2012 Brisa Litoral Centro Atlântico Douro Litoral Concession Concession Concession Concession Total

Construction costs Opening balance 4 095 866 586 712 264 662 818 247 5 765 487 Increases 34 789 485 - 429 35 703 Change in perimeter - ( 587 197) - ( 818 676) ( 1 405 873)

Closing balance 4 130 655 - 264 662 - 4 395 317

2011 Brisa Litoral Centro Atlântico Douro Litoral Concession Concession Concession Concession Total

Construction costs Opening balance 4 033 328 585 893 265 996 - 4 885 217 Increases 62 538 819 376 - 63 733 Decrease - - ( 359) - ( 359) Transfers - - ( 1 351) - ( 1 351) Change in perimeter - - - 818 247 818 247 Closing balance 4 095 866 586 712 264 662 818 247 5 765 487

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 155

The above mentioned concession rights include capitalized financial costs as follows: 2012 Brisa Litoral Centro Atlântico Douro Litoral Concession Concession Concession Concession Total Financial costs Opening balance 238 685 37 757 10 589 37 634 324 665 Increases 2 004 - - 68 2 072 Change in perimeter - ( 37 757) - ( 37 702) ( 75 459) Closing balance 240 689 - 10 589 - 251 278

2011 Brisa Litoral Centro Atlântico Douro Litoral Concession Concession Concession Concession Total

Financial costs Opening balance 237 168 37 757 10 410 - 285 335 Increases 1 526 - 179 - 1 705 Decrease ( 9) - - - ( 9) Change in perimeter - - - 37 634 37 634

Closing balance 238 685 37 757 10 589 37 634 324 665

15.INVESTMENTS IN ASSOCIATES At 31 December 2012 the following associated companies were recorded in accordance with the equity method:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 156 2012 Consolidated Annual Report

Percentage partcipation Company Head office effectively held Operations

Controlauto Açores, Lda. ("Controlauto Açores") Praia da Vitória 23.82% Vehicle inspection

Street Park - Gestão de Estacionamentos, ACE ("Street Park") Torres Vedras 33.33% Management of car parks

Movenience, B.V. Borssele 40% Operation of electronic Holland toll systems

Geira, S.A. ("Geira") Portugal 50% Management, operation and maintenance of road infrastructures

SICIT - Sociedade Investimento e Consultoria em Infra-estruturas de Transportes, S.A. ("Sicit") Portugal 35% Investment consultancy

Transport Infrastructure Investment Company SCA ("SICAR") Luxemburg 35.58% Infrastructures investment fund

Transport Infrastructure, S. à r.l. ("Transport") Luxemburg 35% Management of investments

TIICC, S. à r.l. ("TIICC") Luxemburg 35% Management of investments

Asterion, A.C.E. Portugal 23.63% Design, construction and operation of the new Lisbon airport

AEBT - Auto-Estradas do Baixo Tejo, S.A. ("AEBT") Portugal 30% Construction, maintenance and operation of motorways

BNV Mobility, B.V. ("BNV Mobility") Breda 50% Operation of electronic Holland toll systems

Feedback Brisa Highways OMT PVT LTD ("FBH OMT") India 40% Operation of motorways

Brisal - Auto-estradas do Litoral, S.A. Cascais 70% Construction, maintenance and ("Brisal") operation of motorways

AEDL - Auto-Estradas do Douro Litoral, S.A. Castelo de Paiva 45% Construction, maintenance and ("AEDL") operation of motorways

The changes in the investments in associated companies in the years ended 31 December 2012 and 2011 were as follows: 2012 2011

Opening balance 28 965 26 646 Increase (a) 8 237 11 281 Decrease - ( 50) Exchange differences ( 36) ( 67) Dividends ( 276) ( 114) Effect of the application of the equity method Effect in results (Note 9) 1 997 ( 217 908) Effect on equity (b) ( 2 039) ( 30 173) Provisions (Note 29) 1 174 239 350 Closing balance 38 022 28 965

(a)This increase relates to the increase in supplementary capital contributions, essentially, to AEBT and SICAR. (b)This effect results from the equity changes recorded in associated companies, corresponding mainly to the impact of the recognition of cash flow derivative hedging instruments. Investments in associated companies at 31 December 2012 and 2011 were as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 157

2012 2011

SICAR 33 099 25 334 Movenience, B.V. 582 469 Mobility, B.V. 105 431 Controlauto Açores 325 385 SICIT 405 333 Geira 148 142 Asterion 9 47 Street Park 85 82 TIICC 21 2 Feedback Highways 513 675 AEBT 2 730 1 065 38 022 28 965

Balances receivable from associated companies at 31 December 2012 and 2011 were as follows:

Clients and Other current other debtors Suppliers liabilities 2012 2011 2012 2011 2012 2011 AEDL 102 801 - 1 - - - BRISAL 4 195 - 11 - 1 036 - AEBT 398 986 1 145 - 2 607 BNV Mobility 66 35 216 - - - Street Park 26 131 - - - - Controlauto Açores 25 25 - - - - Geira 12 305 - - - - SICIT 22 8 - - - - Asterion - 30 - - - - Movenience - 4 - - - - 107 545 1 524 229 145 1 036 2 607 Impairment losses on receivables (Note 20) ( 96 900) - - - - -

10 645 1 524 229 145 1 036 2 607

In addition, transactions with associated companies in the years ended 31 December 2012 and 2011 were as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 158 2012 Consolidated Annual Report

External supplies Services and services rendered 2012 2011 2012 2011

AEDL 5 - 11 597 9 574 BRISAL 9 20 10 534 10 578 AEBT 1 118 7 772 3 912 Street Park - - 316 356 Geira - - 64 557 SICIT - - 33 40 FBH OMT 147 - - 9 BNV Mobility 71 - 13 88 Movenience - - 5 4 Asterion - - - 120 Controlauto Açores - - - 20 233 138 30 334 25 258

16.OTHER INVESTMENTS AND GOODWILL This caption includes, essentially, investments in entities over which the Group does not have significant influence, which are stated at cost less estimated impairment losses. At 31 December 2012 and 2011 this caption included investments in the following entities: 2012 2011 Non-current: Controlar (Note 17) 13 843 - AELO - Auto-Estrada do Litoral Oeste, S.A. (a) 6 462 4 227 EFACEC - SMA 1 991 1 991 Elos 688 106 Fundo ISTART 90 90 F.Hitec 84 56 Farncombe 1 1 Credit securitization - 3 000 Other investments 12 13 23 171 9 484 Current: Other investments (b) 34 000 - 57 171 9 484

(a)The investment in AELO includes: (i) an amount of 4 898 thousand Euros relating to supply of capital and supplementary capital contributions and (ii) an amount of 1 564 thousand Euros related to investment obligation concerning to AELO overrun cost for construction supported directly by Brisa. (b)As of 31 December 2012 this caption corresponds to the acquisition of Deutsche Bank AG Floating Rate Note bonds. This investment is part of the balance of the debt service reserve, the total balance of which is 137 458 thousand Euros, of which 103 458 thousand Euros are included in the cash and cash equivalents caption (Note 22), which can be converted to cash immediately. The changes in goodwill in the years ended 31 December 2012 and 2011 were as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 159

2012 2011

Beginning balance 28 130 28 130 Impairment losses (Note 10 and 28) ( 3 947) - Ending balance 24 183 28 130

The caption of Goodwill in the year 31 December 2012 and 2011 was as follows: 2012 2011

Iteuve 14 917 14 917 Controlauto 8 286 8 286 BIT 601 601 Mcall 379 379 AEA - 3 947 24 183 28 130

Controlauto and Iteuve As mentioned in Note 28, the recoverable amount of the cash generating units of Controlauto and Iteuve were determined based on the value in use using cash flows projections based on the budgets for 5 year and thereafter a growth rate for perpetuity was used. In the cash flow projections, the budgets of Controlauto and Iteuve have as key variables the characteristics of the national automobile park and the prospects of the sale of new vehicles. AEA The recoverable amount of the cash generating unit of AEA was determined based on the value in use using cash flows projections based on the approved budgets for the remaining concession period ending in 2028. These projections have as key variables traffic projections. From this analysis the Company recognised impartment losses of 3 947 thousand Euros, related to Goodwill, and of 14 146 thousand Euros (Note 14), related to the right of concession recorded in intangible assets. In the years ended 31 December 2012 and 2011, the payments related with financial investments, were as follow: 2012 2011

Investments in subsidiaries 12 154 13 015 Contractual obligations on investments 1 467 - Debt securities 34 000 - 47 621 13 015

17.NON-CURRENT ASSETS HELD FOR SALE In the years ended 31 December 2012 and 2011, the changes in fair value of the non-current assets held for sale, valued at respective fair value, were as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 160 2012 Consolidated Annual Report

2012 2011 Beginning balance 13 843 - Transferred to/from other investments (Note 16) ( 13 843) 13 843 - 13 843

As of 31 December 2012 and 2011 non-current assets held for sale corresponded to the participation in Controlar. During the year ended in 31 December 2012 the Group abandoned the plan for their disposal, so the corresponding investment was reclassified to other investments. 18.DEFERRED TAX Deferred tax assets and liabilities at 31 December 2012 and 2011, by underlying timing difference, were as follows:

Deferred tax assets Deferred tax liabilities 2012 2011 2012 2011

Provisions for the replacement of infrastructures 44 444 42 094 460 688 Other non tax deductible provisions 9 844 10 884 - - Retirement benefits (pensions) 464 724 480 235 Differences betw een the tax base and book value of: Intangible assets (a) 464 724 37 887 31 735 Tangible assets - - 74 83 Other assets 1 605 1 673 - - Other liabilities - - 19 30 Differences betw een individual and consolidated income 14 903 17 519 - - Revaluation of tangible assets - - - 1 Tax losses carried forw ard 73 612 63 488 - - Securitization of credits (b) - 23 600 - - Derivative financial instruments 33 964 32 025 - 319 179 300 192 731 38 920 33 091

(a)Deferred tax liabilities recorded under this caption refer to the timing difference between the amortisation considered in accounting based in the concession right period (99 years), and the amortisation amount considered for tax purposes over a shorter period (20 years). (b)In the year ended 31 December 2007 the Company recorded deferred tax assets amounting to 106 000 thousand Euros resulting from the credit securitisation of future receivables operation carried out in December 2007 (Note 27). As a result of this operation, and in accordance with Decree-Law 219/2001 of 4 August, 400 000 thousand Euros was added to Brisa’s profit for 2007 subject to Corporation Income Tax. Up to the maturity of the operation, which occurred in 31 December 2012, the above mentioned deferred tax asset was gradually reversed, by reducing the net taxable profit by 80 000 thousand Euros of revenue in each of the five years corresponding to the securitized credits. The changes in deferred tax assets and liabilities in the years ended 31 December 2012 and 2011 was as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 161

2012 2011 Opening balance 159 640 152 729 Effect on results (Use)/increase of reportable tax losses 12 298 11 389 Differences between the tax base and book value of: Intangible assets ( 8 006) ( 7 296) tangible assets 8 11 Other assets ( 37) 36 Other liabilities 11 15 Credit securitization ( 23 600) ( 22 800) Change in other provisions not accepted for tax purposes ( 1 040) 6 351 Change in provisions for the replacement of infrastructures 2 365 1 672 Increase / (decrease) of financial instruments ( 525) ( 137) Retirement benefits 45 ( 116) Differences between individual and consolidated income ( 2 536) ( 1 689) Sub-total (Note 10) ( 21 017) ( 12 564) Effect on equity Retirement benefits ( 549) 76 Increase / (decrease) of financial instruments 3 216 17 870 ( 18 350) 5 382

Effect of currency translation ( 910) 1 529 ( 19 260) 6 911

Closing balance 140 380 159 640

As of 31 December 2012 the tax losses carried forward and corresponding deferred tax assets were as follows:

Tax Deferred loss tax asset Latest date to be used up to 2014 538 135 up to 2015 16 583 4 145 after 2015 (a) 182 965 69 332 200 086 73 612

The deferred tax assets resulting from tax losses carried forward were recorded whenever it was demonstrated that they could be used through tax profits shown in the business plans of each company, taking in consideration the rules for their deductibility under the tax laws of the country in which the head office of the company is located. (a)Tax losses with possible use after 2015 include the amount of 182 024 thousand Euros related to BUS (United States of America).

19.OTHER NON-CURRENT ASSETS As of 31 December 2012 and 2011 this caption was as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 162 2012 Consolidated Annual Report

2012 2011 Pensions (Note 34) 1 737 838 Escrow funds (a) 31 486 31 832 CREL (b) 6 264 6 225 Others - 314 39 487 39 209

(a)Under the concession contracts entered into between NWP and Northwest Parkway Public Highway Authority (the conceding entity), 40 000 thousand USD were transferred to an independent escrow agent. This amount, referred to as Escrow funds, plus accrued interest will be transferred to the conceding entity after verification of a series of commitments assumed by NWP relating to the construction of the extension of the State Highway or, if this does not happen, it will be reimbursed to NWP. As of 31 December 2012, the Escrow funds plus accrued interest amounted to 31 486 thousand Euros. (b)This caption includes the amount of an indemnity receivable from ESAF / Edifundo for the costs incurred with the works required for traffic to resume on the CREL motorway, following a landslide occurred on 22 January 2010, in the amount of 7 801 035 thousand Euros. A court decision dated 12 July 2010 declared arrest of the property included in the asset portfolio of Edifundo. The decision was revoked by the Court of Appeal on 17 November 2011. On 13 February 2012, Edifundo requested cancellation of the bank guarantee in favour of the Company which it had filed in substitution of the arrest, in the amount of 6 500 thousand Euros, which was granted to it. On 2 April 2012 the Court decreed a new arrest of the asset which is part of the portfolio of assets of Edifundo. As the amount is not expected to be received within 12 months it has been classified as non-current.

20.TRADE AND OTHER RECEIVABLES At 31 December 2012 and 2011 this caption was as follows: 2012 2011 Trade receivables: Tolls 19 602 23 289 Doubtful trade receivables 21 598 18 794 41 200 42 083 Other receivables: Advances to suppliers 105 676 Personnel 584 430 689 1 106 Other trade and other receivables (a) 134 905 40 802 176 794 83 991 Accumulated impairment losses on receivables (Note 28) ( 119 607) ( 19 953) 57 187 64 038

(a)As 31 December 2012 this caption included a balance of 107 545 thousand Euros related to associated companies (Note 15), of which an amount of 96 900 thousand euros corresponds to a loan to AEDL as a fulfilment of the obligations contracted under the Equity Bridge Loan. Given the low expectations on the ability of AEDL to repay this loan, the Company recognised the correspondent impairment losses (Note 15 and 28). Trade and other receivables result from operating activities and are net of accumulated impairment losses. These are estimated based on available information and past experience. Given the nature of the Company's operations, there is not a significant concentration of credit risk.

21.OTHER CURRENT ASSETS As of 31 December 2012 and 2011 this caption was as follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 163

2012 2011 Government and other public entities: Income tax 19 394 19 327 Other 95 512 19 489 19 839 Accrued income: Interest receivable 1 898 3 153 Other accrued income 1 242 1 597 3 140 4 750 Deferred costs: Insurance 4 263 3 238 Other deferred costs 1 027 2 379 5 290 5 617

27 919 30 206

22.CASH AND CASH EQUIVALENTS Cash and cash equivalents at 31 December 2012 and 2011 was as follows: 2012 2011

Cash 2 407 2 744 Bank deposits payable on demand 21 349 42 609 Other treasury applications 820 396 923 844 Cash and cash equivalents 844 152 969 197 Bank overdrafts (Note 27) ( 143) ( 2 749) 844 009 966 448

The caption “Cash and cash equivalents” includes cash, demand deposits, treasury applications and term deposits immediately mobilised, in which the risk of change in value is insignificant. The caption “Bank overdrafts” corresponds to credit balances on demand deposit accounts with banks. This caption corresponds to demand deposits totalling 17 062 thousand Euros resulting from the terms of the loan agreements and concession agreements relating to AEA, which require that sufficient balances be deposited to cover the next debt service payment and investment commitments. As part of the contractual obligations of BCR, the balance of cash equivalents at 31 December 2012 includes, the amount of 162 000 thousand Euros deposited in the “Notes Collateral Account”, and the following reserve ac- counts: (i) Reserve account for the repayment of debt, in the amount of approximately 103 458 thousand Euros (Note 16); (ii) Reserve account corresponding to investment in the amount of approximately 7 751 thousand Euros. As these companies are limited as to the activities they can carry out as a result of their by-laws and concession agreements, which include the contracting of loans and realization of investments, and considering that the reserve accounts can be used for those purposes, the Group considers the reserve accounts as cash and cash equivalents.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 164 2012 Consolidated Annual Report

23.CAPITAL The Company’s capital as of 31 December 2012 comprises of 600 000 000 fully subscribed and paid up shares of one Euro each. As of 31 December 2012 a general public and compulsory acquisition offering (“Offering”) over all the capital of Brisa was launched by Tagus Holdings, s.à.r.l. (“Tagus”), which is fully owned by José de Mello Investimentos, SGPS, S.A. (owner of 55% of the capital) and by AEIF APOLLO S.à r.l (owner of 45% of the capital) (“Arcus”). The amount offered was 2.66 Euros per share less any amount that comes to be attributed to each share, whether as a dividend, advance on account of profits or distribution of reserves. As established in article 181 of the Stock Exchange Code ( Código dos Valores Mobiliários ) and after receipt, on 16 April 2012, of the projects and prospectus and the announcement of the launching of the offering, the Board of Directors of Brisa issued a report on the offering dated 23 April 2012. CMVM – Comissão do Mercado de Valores Mobiliários recorded the Public Acquisition Offering (PAO) preliminarily announced by Tagus Holdings S.à r.l. over all the shares of Brisa - Auto-estradas de Portugal, S.A. on 16 July 2012. The final offering includes the following main aspects: - Price of 2.76 Euros per share; - The period for acceptance is from 17 July to 8 August 2012. Following the PAO, on 31 December 2012 Tagus had a 35.28% participation in the Company, José de Mello Investimentos, SGPS, S.A. had a direct and indirect participation through its subsidiaries of 30.45% and Arcus had a participation of 19.09%. Together these companies control 508 899 896 shares of Brisa, corresponding to 84.82% of its capital and 92.06% of its voting rights. 24.TREASURY SHARES The following changes took place in treasury shares in the years ended 31 December 2012 and 2011: 2012 2011 Thousands of Thousands of Nr. of shares euros Nr. of shares euros

Beginning balances 47 236 842 275 422 23 483 163 176 113 Acquisitions - - 23 753 679 99 309 Ending balances 47 236 842 275 422 47 236 842 275 422

Commercial legislation regarding treasury shares requires companies to maintain an undistributable reserve equal in amount to the cost of their treasury shares. The reserve is not available for distribution while the shares are held and a reserve of 275 422 thousand Euros (Note 25) is maintained for that purpose. In addition, the applicable accounting rules provide that gains and losses on the sale of treasury shares must be recorded in reserves.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 165

25.LEGAL RESERVE AND OTHER RESERVES As of 31 December 2012 and 2011 legal reserve and other reserves were as follows: 2012 2011

Legal reserve 135 998 135 998 Other reserves: Treasury shares reserve (Note 24) 275 422 275 422 Financial hedgings instruments ( 225 662) ( 210 252) Actuarial (gains) / losses 1 859 341 Other reserves 102 054 255 020 289 671 456 529

Legal reserve Commercial legislation establishes that at least 5% of annual net profit must be appropriated to a legal reserve until the reserve equals at least 20% of share capital. This reserve is not available for distribution except upon liquidation of the Company, but can be used to absorb losses once the other reserves have been exhausted, or to increase capital. Other reserves As of 31 December 2012, other reserves includes an amount of 191 605 thousand Euros that was available for distribution. 26.NON-CONTROLLING INTERESTS The changes in this caption in the years ended 31 December 2012 and 2011 were as follows: 2012 2011

Opening balance ( 172 520) ( 95) Changes in the equity of associates ( 2 980) 6 630 Increasing share of non-controlling interests (Note 5) 185 648 - Change in perimeter - ( 183 030) Result for the year attributable to non-controlling interests 4 082 3 975 Closing balance 14 230 ( 172 520)

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 166 2012 Consolidated Annual Report

27.BORROWINGS The Group’s borrowings at 31 December 2012 and 2011 were as follows:

2012 2011

Current Non current Current Non current

Bonds issued 512 710 1 266 841 119 151 1 091 048 Credit securitization - - 79 405 - Bank loans 54 965 1 031 159 364 143 2 385 902 Commercial paper 41 582 8 700 111 472 332 574 Bank overdrafts (Note 22) 143 - 2 749 - 609 400 2 306 700 676 920 3 809 524

BONDS ISSUED The non-convertible bonds issued by the Group at 31 December 2012 and 2011 were as follows:

2012 2011 Nominal amount of the Current Non current Current Non current Nominal Issue issue Maturity interest rate

2003 500 000 504 939 - 4 650 498 631 Set-13 4.797% 2006 600 000 149 594 191 212 592 417 Dez-16 4.500% 2009 63 300 - - 63 759 - Out-12 Variável 2011 50 000 - - 50 530 - Set-12 Variável 2012 63 500 513 62 530 - - Mar-15 6.400% 2012 225 000 - 220 415 - - Dez-14 6.250% 2012 100 000 2 600 92 691 - - Jan-32 6%* 2012 300 000 4 509 297 014 - - Abr-18 6.875% 512 710 1 266 841 119 151 1 091 048

* Fixed interest rate of 6% in the first five years and remuneration indexed to the consumer price index, excluding housing, from the sixth year to maturity. 2003-2013 Issue The 500 000 thousand Euro bond issue was made by Brisa Finance B.V. on 26 September 2003, having subsequently been substituted as issuer by BCR as explained below. The bonds were issued for a period of ten years with an annual interest rate of 4.797%. Repayment of principal will be made in one instalment at maturity in 26 September 2013. 2006-2016 Issue The 600 000 000 Euro bond issue was carried out by Brisa on 5 December 2006, having subsequently been substituted as issuer by BCR, as explained below. The bonds have a maturity of 10 years and bear interest at a fixed rate of 4.5% This was the first issue by a private Portuguese company under new legislation relating to securities representing liabilities, introduced by the Portuguese State on 7 November 2005 through Decree-Law 193/2005 with the objective of making it easier for Portuguese companies to obtain funding from non-resident investors. Repayment of principal will be made in one instalment at maturity on 5 December 2016. 2012-2015 Issue Bonds of 63 500 thousand Euros were issued by BCR on 8 March 2012. The bonds mature in 3 years and bear interest at the fixed rate of 6.4%. Capital is repayable in a single instalment on the maturity date of 9 March 2015.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 167

2012-2014 Issue Bonds of 225 000 thousand Euros were issued by BCR on 6 July 2012. The bonds mature in 2 years and 5 months and bear interest at the fixed rate of 6.25%. Capital is repayable in a single instalment on the maturity date of 5 December 2014. 2012-2032 Issue Bonds of 100 000 thousand Euros were issued by BCR on 12 July 2012. The bonds mature in 19.5 years and bear interest at the fixed rate of 6% in the first five years and indexed to the consumer price index, excluding housing, from the sixth year to maturity. Capital is repayable in a single instalment on the maturity date of 12 January 2032. 2012-2018 Issue Bonds of 300 000 thousand Euros were issued by BCR on 2 October 2012. The bonds mature in 5.5 years and bear interest at the fixed rate of 6.875%. Capital is repayable in a single instalment on the maturity date of 6 April 2018. As of 31 December 2012 and 2011, the market value of the listed bonds was as follows:

2012 2011 Nominal amount of the Book value Market value Book value Market value Nominal Issue issue Maturity interest rate

2003 500 000 504 939 507 410 503 281 431 670 Set-13 4.797% 2006 600 000 594 340 607 206 592 629 384 402 Dez-16 4.500% 2012 225 000 220 415 230 850 - - Dez-14 6.250% 2012 300 000 301 523 317 145 - - Abr-18 6.875% 1 621 217 1 662 611 1 095 910 816 072

All bonds are part of a Euro Medium Term Note Programme, which may amount to the maximum of 3 000 000 thousand Euros. Under the corporate reorganisation of the Brisa Group, on 22 December 2010, Brisa Finance B.V. and Brisa were replaced by BCR as the issuer of the bonds issued up to that date, BCR assuming all the obligations of the bonds as from that date. The replacement was approved on the Bondholders’ Meetings of 5 November 2010, for the bonds issued by of Brisa Finance B.V. and of 15 November 2010 for the bonds issued by of Brisa.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 168 2012 Consolidated Annual Report

BANK LOANS The caption “Bank loans” as of 31 December 2012 and 2011 was as follows:

2012 2011 Amount used Amount used Contracted Non Repayment Contracted Non Contracting company amount Current Current Maturity Frequency Interest rate amount Current Current

BCR 771 984 39 369 656 905 Dec -30 Half yearly Var. 771 984 38 907 695 219 AEA 209 495 6 413 62 633 Nov-21 Half yearly 4.76% 209 495 6 203 69 271 AEA 47 500 - 23 750 Feb-17 Bullet Var. 47 500 - 23 750 AEA 17 458 - 14 164 Jun-10 Bullet Var. 17 458 - 12 074 AEA 209 495 9 183 33 266 Nov-16 Half yearly Var. 209 495 8 800 42 426 NWP 168 437 - 184 791 Variable Var. Var. 168 437 ( 600) 188 146 NWP 101 468 - 55 650 Variable Var. Var. 101 468 ( 148) 46 308 Brisal - - - Dec-31 Half yearly 5.05% 263 874 1 116 263 346 Brisal - - - Dec-29 Half yearly Var. 262 726 11 167 237 560 AEDL - - - Nov-31 Half yearly Var. 372 500 4 574 341 847 AEDL - - - Jan-16 Bullet Var. 120 000 1 226 119 316 AEDL - - - Jan-12 Bullet Var. 285 000 288 175 - AEDL - - - Jan-25 Bullet Var. 26 000 66 - AEDL - - - Nov-31 Half yearly Var. 350 000 4 657 346 639 1 525 837 54 965 1 031 159 3 205 937 364 143 2 385 902

Under the corporate reorganisation of the Brisa Group, Brisa negotiated with the European Investment Bank (EIB) the transfer to BCR of several loans contracted between Brisa Auto-Estradas de Portugal, S.A. and EIB. The debt transferred on 22 December 2010 totalled 779 708 thousand Euros. The consolidation of 16 existing financing contracts into a single contract was also agreed with the EIB, subject to a floating interest rate indexed to the 6 month Euribor rate, and a significantly extended term (BCR’s loan is repayable in equal half- yearly instalments from June 2011 to December 2030). The bank loans contracted by NWP include a clause relating to Brisa’s shareholding, establishing that a decrease in Brisa’s participation in the concessionaires to less than 50% and 40% of their share capital, respectively, can only occur after being authorized by the financing banks and the Grantor. As of 31 December 2012 and 2011, bank loans were subject to the following repayment schedule:

2012 2011

Up to 1 year 54 965 364 143 Up to 2 years 52 845 60 950 Up to 3 years 54 151 59 701 Up to 4 years 54 724 63 826 Up to 5 years 50 249 190 950 More than 5 years 819 190 2 010 475 1 086 124 2 750 045

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 169

COMMERCIAL PAPER AND SHORT TERM LINES Other loans at 31 December 2012 and 2011 were up as follows:

Entity financed 2012 2011

Other loans Commercial paper BCR 36 097 426 377 Commercial paper Controlauto 14 185 17 669

50 282 444 046 Bank overdrafts (Note 22) Bank overdraft lines Brisa 29 23 Bank overdraft lines AEDL - 327 Bank overdraft lines BEG - 2 265 Bank overdraft lines Via Verde Portugal 88 134 Bank overdraft lines Brisa Concessão Rodoviária 4 - Bank overdraft lines Brisa Inovação & Tecnologia 1 - Bank overdraft lines B&OM 18 - Bank overdraft lines Controlauto 3 - 143 2 749 50 425 446 795

As of 31 December 2012, the Group had contracted with the banking system, among short term credit lines and commercial paper issue programs with guaranteed subscription, the total maximum amount of 372 000 thousand Euros of which 50 200 thousand Euros had been placed at that date. Of this amount, 29 700 thousand Euros corresponds to commercial paper programs that at 31 December 2012 benefited from a subscription guarantee for a period greater than one year, the amounts disbursed pursuant to these programs therefore being classified as medium and long term. The loans at 31 December 2012 and 2011 were in the following currencies:

2012 2011 Amounts in Amounts in Amounts in Amounts in thousand of thousand thousand of thousand currency Euros currency Euros

Euros 2 675 659 4 252 738 Dollars (USD) 317 142 240 441 302 392 233 706 2 916 100 4 486 444

The loans in foreign currencies bear interest at market rates and were translated to Euros at the rates in force on the consolidated statement of financial position date.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 170 2012 Consolidated Annual Report

28.ACCUMULATED IMPAIRMENT LOSSES The changes in accumulated impairment losses in the years ended 31 December 2012 and 2011 were as follows:

2012 Beginning Change in Exchange Ending Captions balance perimeter effect Increase Utilization Decrease balance Impairment losses Accounts receivable (Note 20) 19 953 98 650 - 2 874 ( 1 095) ( 775) 119 607 Inventories 750 - - 73 - ( 403) 420 Goodwill (Nota 16) 4 101 - - 3 947 - - 8 048 Other 8 922 - ( 966) 239 - - 8 195 33 726 98 650 ( 966) 7 133 ( 1 095) ( 1 178) 136 270

2011 Beginning Change in Exchange Ending Captions balance perimeter effect Increase Utilization Decrease balance Impairment losses Accounts receivable (Note 20) 19 512 - - 2 809 ( 606) ( 1 762) 19 953 Inventories 347 - - 403 - - 750 Goodwill 4 101 - - - - - 4 101 Other 9 471 - ( 744) 195 - - 8 922 33 431 - ( 744) 3 407 ( 606) ( 1 762) 33 726

Impairment losses are deducted from the amount of the corresponding assets. In addition to the amounts shown in table above, the Group recognised impairment losses relating to intangible assets corresponding to rights associated to concession contracts as detailed in Note 14. In the case of goodwill (Note 16), as well as the rights relating to the concession contracts, impairment tests were realised in accordance with the discounted cash flow method, cash flows having been used for the entire concession periods under a Project Finance regime and for periods of 5 to 8 years for the Group’s other businesses. In the 5 to 8 year valuation models the long term growth period considered was a perpetuity of between 0% and 1.5% considering the possibility of creating value in each business after the period established for the projections. The discount rates used in every case reflect the cost of capital employed and the specific risk of each asset, and were estimated within a range of 6% to 11%. Regarding the projects in project finance (Brisal, AEDL and AEA), the discount rates used, correspond to the original base case IRR, since the financing structure of these companies is set from the moment of the original investment and the shareholders cannot conduct any change without the consent of the financing banks. In what concerns the other companies, the discount rate considers the evolution in the invested capital structure and the specific risk of each asset, as well as the country in which the transaction is based. In the year ended 31 December 2012, the impacts in the impairment analysis of the Atlântico concession resulting from a 1% change in traffic estimates would amount, approximately, to 2 500 thousand Euros.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 171

29.PROVISIONS The changes in the provisions and accumulated impairment losses in the years ended 31 December 2012 and 2011 were as follows:

2012 Changes in Financial Beginning the perimeter Exchange Increase Utilization Decrease updating Ending Captions balance (Note 5) effect (Note 10) (Note 10) (Note 10) (Notes 9 and 10) Transfers balance Provisions: Non-current: Litigation in process 2 618 ( 256) - 320 - ( 142) - - 2 540 Investments in associates (Note 15) 12 654 179 353 - 1 467 ( 293) - 80 - 193 261 Replacement of infrastructures 145 219 ( 6 982) ( 112) 21 367 ( 10 614) ( 5 650) 5 465 ( 13 036) 135 657 Other risks and costs 42 649 ( 33) - 5 279 ( 18 368) - - ( 552) 28 975 203 140 172 082 ( 112) 28 433 ( 29 275) ( 5 792) 5 545 ( 13 588) 360 433

Current: Replacement of infrastructures ------13 036 13 036 Other risks and costs - - - 8 300 - - - 552 8 852 - - - 8 300 - - - 13 588 21 888

203 140 172 082 ( 112) 36 733 ( 29 275) ( 5 792) 5 545 - 382 321

2011 Financial Beginning Changes in Exchange Increase updating Ending Captions balance the perimeter effect (Note 10) Utilization Decrease (Notes 9 and 10) balance Provisions: Litigation in process 3 443 9 - 14 - ( 848) - 2 618 Investments in associates (Note 15) 53 294 ( 279 990) - 239 479 - ( 129) - 12 654 Replacement of infrastructures 138 102 225 156 28 509 ( 16 817) ( 9 658) 4 702 145 219 Other risks and costs 126 002 14 - 24 259 ( 107 626) - - 42 649 320 841 ( 279 742) 156 292 261 ( 124 443) ( 10 635) 4 702 203 140

The provision for litigation in process is to cover liabilities estimated by the Board of Directors, based on information from the lawyers, resulting from actions brought against the Company relating to motor accidents, losses caused by the construction of motorways and labour claims. The claims against the Company totalled approximately 50 713 thousand Euros as of 31 December 2012 and the provision corresponds to the Board of Directors’ best estimate of the amount of such liabilities. As of 31 December 2012 and 2011 the caption Investments in associated companies relates to participation in their negative shareholder’s equity, excluding supplementary capital contributions. As of 31 December 2012 this caption includes an amount of 169 859 thousand Euros corresponding to future liabilities related to the obligation to provide additional funds to AEDL as defined on the Facility Agreement. The provision for replacement of infrastructures relates to the responsibilities to replace the wear layer of flexible paving and is recognised, at present value, throughout the period up to the date in which the work takes place. The provision is subject to a financial update at each reporting date calculated at the average interest cost rate of the company by corresponding entry to financial expense. The reversals recorded result essentially from reassessment of the estimated cost to be incurred and changes in the planned schedule of the work on the infrastructure. The provision for other risks and charges as of 31 December 2012 and 2011, includes the amounts of Euro 21 951 thousand Euros and 32 700 thousand Euros, respectively, corresponding to the Directors’ current estimate of the amount of the potential losses to be incurred by the Company on the Douro Litoral Concession, resulting from commitments assumed under agreements entered into with the construction consortium Douro Litoral, Construtores ACE (“DLACE”).

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 172 2012 Consolidated Annual Report

30.OTHER NON-CURRENT LIABILITIES As of 31 December 2012 and 2011 this caption was as follows:

2012 2011 Fair value of derivative instruments (Note 32) Interest rate risk 96 281 264 191 Compensation for operating losses (a) 34 589 36 161 Global Agreement (b) 12 912 12 912 Prepaid income relating to service areas (c) 9 119 10 446 Suppliers of tangible fixed assets 1 658 1 904 Retirement benefits (Note 34) 1 764 2 786 156 323 328 400

(a)This caption includes 73 670 thousand Euros relating to compensation obtained from the State for not charging tolls on some sub-stretches in the metropolitan area of Lisbon and Porto, less 37 509 thousand Euros already transferred to income, of which 1 572 thousand Euros for the year ended 31 December 2012 was recorded in the caption “Other operating income” (Note 7 and 31). (b)This caption corresponds to the difference between the amount received from the State, under the Global Agreement established with Brisa relating to the Brisa Concession and the balances pending settlement and recognised in the financial statements as of the date of the agreement. In accordance with the terms of the contract, the balances are still subject to validation by the IGF, which will result in settlement of the amount indicated. (c)This caption corresponds to pre-payments made by service area sub-concessionaires on account of future rents. The Company recognised as income an amount of 2 633 thousand Euros for the year ended 31 December 2012 (Note 31).

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 173

31.OTHER CURRENT LIABILITIES As of 31 December 2012 and 2011, this caption was as follows: Outros passivos correntes 2012 2011 Accrued costs: Remuneration 19 533 19 460 Other accrued costs 4 799 7 931 24 332 27 391

Deferred income: Compensation for operating losses (Note 30) 1 572 1 573 Prepaid income relating to service areas (Note 30) 1 326 2 633 Financial co-participation 113 - Other deferred income 2 087 4 378 5 098 8 584

State and other government entities: Value added tax 15 637 17 671 Payments to Social Security 1 553 1 480 Income tax withheld 1 544 1 235 Others 646 836 19 380 21 222

Other receivables: Expropriation proceedings 652 681 Others 6 513 13 824 7 165 14 505

55 975 71 702

32.DERIVATIVE FINANCIAL INSTRUMENTS The Group has contracted a series of derivative financial instruments to minimise the risk of exposure to variations in interest. Such instruments are contracted considering the risks that affect its assets and liabilities, after verifying which of the instruments in the market is the most adequate to hedge the risks. Such operations, which are contracted with the prior approval by the Chief Financial Officer or the Executive Commission, are permanently monitored through analysis of the various indicators relating to such instruments, especially evolution of their market value and sensitivity of their projected cash flows and of the market itself to changes in the key variables that affect the structures, with the objective assessing their financial effect. These financial derivative instruments are recorded in accordance with the provisions of IAS 39, being measured at their fair value considering mathematical models, such as option pricing models and discounted cash flow models for unlisted instruments (over-the-counter instruments). These models are based, essentially, on market information. Such instruments are classified as hedging or trading instruments considering the provisions of IAS 39. Hedge accounting is applicable to derivative financial instruments that are efficient as regards the effect of offsetting the variations in the fair value or cash flows of the underlying assets/liabilities. The efficiency of these financial instruments is checked on a quarterly basis. Hedge accounting covers three types of operation:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 174 2012 Consolidated Annual Report

- Cash flow hedges - Net investment in foreign entity hedges - Fair value hedges Trading instruments are derivative financial instruments which, although contracted under the Group’s risk hedging policies, do not qualify for hedge accounting because they were not formally designated for that purpose or simply because they are not efficient hedges in accordance with the conditions established in IAS 39. Fair value of the derivative financial instruments was determined based on valuations made by financial entities. Cash flow hedges As of 31 December 2012 and 2011, the Group had the following interest rate derivative instruments contracted:

2012 2011 Underlying Fair value Underlying Fair value Type of operation Maturity Counterparty amount (Note 30) amount (Note 30) RBS, BNP Paribas, Fixed/var. int. rate swap (USD) 21 December 2027 224 405 ( 75 594) 224 712 ( 73 715) Bankia e Caixa-BI

Caixa-BI, BST, RBS, Fixed/var. int. rate swap (a) 11 January 2016 - - 120 000 ( 11 950) Popular, BBVA e BPI

Fixed/var. int. rate swap 15 June 2019 BBVA e BST 166 324 ( 14 697) 191 912 ( 11 007)

Fixed/var. int. rate swap 15 June 2023 Caixa-BI 43 750 ( 5 990) 47 917 ( 4 290)

Caixa-BI, BST, RBS, Fixed/var. int. rate swap (a) 11 January 2032 - - 709 625 ( 163 229) Popular, BBVA e BPI 434 479 ( 96 281) 1 294 166 ( 264 191)

(a)Theses derivative financial instruments where entered into by AEDL, for the purpose of hedging the variability of cash flows associated with its loans. As a result of AEDL exit from the consolidation perimeter, as described in Note 5, these derivatives financial instruments are no longer reflected in the consolidated statements of financial position at 31 December 2012.

As of 31 December 2012 and 2011 the fair value of the derivative financial instruments is shown in the consolidated statement of financial position caption "Other non-current liabilities" (Note 30). As of 31 December 2012 and 2011 the following foreign exchange rates were used to translate foreign currency assets and liabilities into Euros:

2012 2011

Brazilian Real 2.7036 2.4159 US Dollars 1.3194 1.2939

33.CONTINGENT ASSETS AND LIABILITIES As of 31 December 2012 and 2011, the companies included in the consolidation had the following responsibilities for bank guarantees given to third parties:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 175

2012 2011 Guarantees given: AEDL (a) 148 687 280 370 AEBT (a) 16 680 21 723 ELOS (a) 19 853 19 996 AELO (a) 2 357 4 078 Brisal (a) - 17 294 EP - Estradas de Portugal (Contrato de Concessão da Brisa, Brisal e AEDL) 58 266 68 666 Bank guarantees given in favour of courts (b) 2 000 139 Other guarantees given in favour of third parties (c) 119 170 57 982 367 013 470 248

(a)This amount corresponds to bank guarantees given by Brisa, to guarantee compliance with the Capital Subscription and Realisation Agreement of each of the entities mentioned. (b)This amount corresponds to bank guarantees given by BCR to several courts under real estate expropriation proceedings. (c)This caption includes an amount of 87 226 thousand Euros of bank guaranties given to the Tax Authority in the context of tax claims (Note 10). The shareholders of the companies financed under Project Finance (Brisal, AEDL, AEA, NWP, AEBT and AELO – Auto Estradas do Litoral Oeste, S.A. (“AELO”)) have pledged their participations in favour of the financing entities. In the case of commitments of companies financed by Project Finance AEDL, AEBT, AELO e ELOS – Ligação de Alta Velocidade, S.A. (“ELOS”), Brisa and the remaining shareholders, are liable for any overrun costs incurred. Brisa has a bank guarantee in the amount of 2 507 700 thousand Euros to cover this liability in AEBT. In AELO, AEBT and ELOS this liability is proportional to the percentage shareholder participation held. Brisa carried out a Subscription Agreement with TIIC, whereby it undertook to invest up to 50 000 thousand Euros, having already invested 33 200 thousand Euros as of 31 December 2012. 34.PENSION LIABILITY Defined benefit plan Brisa and some of its subsidiaries have a supplementary retirement, incapacity and survivor pension plan, under which their employees reaching retirement age at the service of the Company and of some of its subsidiaries and that have been at their service for at least ten years, as well as those that have been at their service for at least five years and are in a situation of incapacity, have the right to a retirement pension supplementary to that guaranteed by the Social Security. The benefit defined in the pension plan corresponds to 7% of the gross remuneration at the date of retirement, plus 0.5% for each year of service after the tenth year. Also, in accordance with the pension plan in force, the retirement pension supplement cannot exceed 17% of the gross remuneration at the date of retirement and the sum of the pension supplement plus that attributed by the Social Security can also not exceed such gross remuneration. In the case of death of the beneficiary, the plan also gives, under certain conditions, the surviving spouse, children or equivalent, the right to a supplementary survivor pension, 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 2012. The actuarial studies as of 31 December 2012 and previous years were prepared using the Projected Unit Credit method and the following assumptions and technical bases:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 176 2012 Consolidated Annual Report

2012 2011 2010 2009

Technical interest rate 4.75% 5.00% 5.00% 5.50% Fund's annual income rate 4.75% 5.00% 5.00% 5.50% Annual salary growth rate 2.50% 3.15% 3.15% 3.15% Annual pension growth rate 0% 0% 0% 0%

The changes in actuarial assumptions are due essentially to changes in market conditions. The changes in the technical interest rate and annual income rate of the fund reflect the decreasing tendency of interest rates in the Euro Zone. The annual salary increase rate was adjusted considering the moderation of the salary policies adopted by the Group. The impact of a 25 bps decrease in the annual interest rate of the fund used in the actuarial calculations would result in an increase of, approximately, 795 thousand Euros in the present value of the projected liability as of 31 December 2012. In addition, the demographic assumptions considered as of 31 December 2012 and previous years were as follows:

2012 2011 2010 2009

Mortality tables TV 88/90 TV 88/90 TV 88/90 TV 88/90 Disability tables EKV80 EKV80 EKV80 EKV80

In accordance with the actuarial studies the cost of the retirement pension supplements for the year ended 31 December 2012 and prior years was as follows:

2012 2011 2010 2009

Current service cost 926 917 905 1 127 Financing costs 768 725 789 948 Actuarial (gains) / losses ( 1 426) ( 1 635) ( 1 334) ( 4 540) Fund income ( 2 189) 115 ( 1 899) ( 1 181) ( 1 921) 122 ( 1 539) ( 3 646)

As a result of the policy adopted by the Company (Note 2.15), and as permitted by IAS 19, the actuarial gains and losses are recorded as income and expenses directly in equity. As explained earlier, liabilities for the social benefits referred to above were transferred to an autonomous pension fund to which the Company makes contributions on a regular basis to cover such liabilities. As of 31 December 2012 and in previous years, the difference between the present value of the liabilities and the market value of the fund’s assets was follows:

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 177

2012 2011 2010 2009

Present value of projected liabilities 14 622 14 559 13 692 13 535 Fund's market value ( 14 595) ( 12 611) ( 11 866) ( 10 170) 27 1 948 1 826 3 365

The difference between the market value of the fund’s assets and the current value of the liabilities is recorded as a non-current asset or non-current liability (Notes 19 and 30). The fund's assets and return rate at 31 December 2012 and 2011 were as follows:

Return rate Fair value of assets 2012 2011 2012 2011

Shares and other equity instruments European shares 21.4% -14.9% 3 544 2 447 International shares ex. European N/A N/A 155 150 Bonds and other debt instruments 9.1% 2.5% 8 034 6 087 Real estate funds and Hedge Funds 0.6% 2.6% 931 1 669 Liquidity N/A N/A 1 931 2 258 14 595 12 611

Defined contribution plan The managers and directors have the benefit of a defined contribution retirement pension complement, the Company having assumed the commitment to pay an insurance company 10% of the respective basic annual remuneration. In the years ended 31 December 2012 and 2011, the amount of bonuses recorded under personnel costs was 450 thousand Euros and 475 thousand Euros, respectively. 35.FINANCIAL RISK MANAGEMENT General principles Like most companies, the Brisa Group is exposed to a number of financial risks stemming from its business activity. These involve, in particular, liquidity and interest rate risks stemming from financial liabilities, exchange rate risks resulting from investment in Northwest Parkway, in the United States, and counterparty risk to which the companies are exposed when contracting risk hedging operations and financial applications. Brisa’s financial management centralises financing operations, the application of cash surplus, exchange transactions as well as the Group’s counterparty risk, subject to compliance with any restrictions deriving from the specific financial structure of each company. It is also responsible for the identification, quantification and for the proposal and implementation of measures aimed at the management/mitigation of the financial risks to which the Group is exposed. All financial risk management operations involving the use of derivative financial instruments must be approved by the Financial Director or the Executive Committee. Following is a more detailed description of Group’s main financial risks and measures implemented to manage them. Interest rate risk The objective of interest rate risk management is to minimise the cost of debt subject to keeping the volatility of financial costs at a low level. At the end of 2012 approximately 78% of financial debt had a fixed interest

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 178 2012 Consolidated Annual Report

rate, which ensures that financial costs have low sensitivity to increases in interest rates. The remaining 22 % of total debt is subject to variable rates, which enabled Brisa to benefit from the low level of short term interest rates during the whole of 2012. If market interest rates in the years ended 31 December 2012 and 2011 had been 1% higher, the financial costs for these years would have increased by, approximately, 10 389 thousand Euros and 14 812 thousand Euros, respectively. The interest rate hedge derivatives at the end of 2012 and 2011 in BCR correspond to the part of the derivative portfolio previously contracted by Brisa Auto-Estradas, which was transferred to BCR at the date of the financial close of the Brisa Group corporate reorganisation, together with transfer of the hedged loans. Since some of the characteristics of the hedged loans were altered, as a consequence of the transfer process from Brisa to BCR, the terms of the associated swaps were also changed in order to ensure correspondence with the characteristics of the associated hedged loan. Exchange risk Brisa’s exposure to exchange risk results essentially from its investments in NWP in the United States. The exposure in accounting terms arises in Brisa Internacional, which is the indirect holder of the investments in NWP. The Euro equivalents of the monetary assets and liabilities in foreign currency as of 31 December 2012 and 2011 were as follows:

Assets Liabilities 2012 2011 2012 2011

US Dollars (USD) 18 698 18 226 252 1 113 Brazilian Real (BRL) 737 895 43 -

19 435 19 121 295 1 113

Additionally, the Euro equivalents of the non-monetary assets and liabilities in foreign currency as of 31 December 2012 and 2011 were as follows:

Assets Liabilities 2012 2011 2012 2011

US Dollars (USD) 502 081 500 598 360 262 343 811 Brazilian Real (BRL) 1 1 - -

502 082 500 599 360 262 343 811

Exchange risk management is based on permanent quantification and monitoring of the significant financial and accounting exposure. Financial exposure consists of the market value of the investments and dividends receivable by Brisa Internacional, while accounting exposure results from the book value of the investments and their contribution to the Group’s consolidated results.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 179

As regards exposure to the USD, arising from the investment in NWP, the existing hedging program was discontinued in the first half of the 2010 there being no active hedging instruments at 31 December 2012. The financial department continues to monitor the evolution of the current exposure to this investment and the decision not to hedge can be reversed depending on the evolution of the exposure and/or market prospects. The following table shows the impact on profit and reserves of a 10% increase in strength of the USD and BRL (some exposure still remains due to the investment in Controlar), resulting from exchange exposure of the above assets and liabilities at 31 December 2012 and 2011, net of the impact of the contracted hedging derivatives for those risks. The impact of any depreciation would be symmetrical to that of an appreciation.

USD BRL 2012 2011 2012 2011

Results 930 883 11 2 Reserves 2 017 2 413 2 067 3 090

2 947 3 296 2 078 3 092

The Board of Directors believes that the above sensitivity analysis, based on the dates indicated, may not be representative of the Company’s exposure to exchange risk throughout the year. Credit risk Credit risk relates to trade and other accounts receivable. Although limited, due to the nature of the Company’s main operations (motorway concessions), the risk in the various businesses is monitored on a regular basis with the objective of: - monitoring evolution of the level of balances receivable; - reviewing the recoverability of amounts receivable on a regular basis. Changes in impairment losses of accounts receivable are disclosed in Note 28. As of 31 December 2012 the Board of Directors believes that the estimated impairment losses on accounts receivable are adequately provided for in the financial statements. Accounts receivable at 31 December 2012 and 2011, include the following overdue balances, for which the Board of Directors has not recognised impairment losses as it believes that they are receivable:

2012 2011 Overdue balances Up to 90 days 2 118 5 206 From 90 to 180 days 4 796 2 607 From 180 to 360 days 1 320 2 125 More than 360 days 923 4 042 9 157 13 980

Counterparty risk The application of cash surpluses and the majority of operations involving derivative financial instruments expose the Group to the risk of non-compliance by the counterparties in these operations. So as to mitigate this risk the Company’s Financial Management maintains permanent control of the level of exposure to each counterparty, and counterparty credit limits are defined based, amongst other factors, on their rating levels.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 180 2012 Consolidated Annual Report

In the particular case of BCR, the established financial risks hedging policy determines that in treasury and hedging operations the counterparties must meet strict rating criteria (Qualifying Banks) or provide a guarantee from an entity that meets that criteria. Liquidity risk The funding and liquidity risk management policies are based on the following objectives: - To ensure that debt maturity is scaled over time; - Maintain short term debt at less than 15% of total indebtedness; - Continue to extend the average maturity of debt to make it more consistent with the long term assets held by the Group. In compliance with these objectives, Brisa closely monitors the financing markets, carefully selecting the alternatives that at each moment are deemed to be most efficient. Liquidity risk management is especially important in terms of new projects in which Brisa has participated in recent years. Both in Brisal and the Northwest Parkway concession and more recently in Auto-Estradas do Douro Litoral, Auto-Estradas do Baixo Tejo and Auto-Estradas do Litoral Oeste, financing operations were contracted under a project finance regime, normally with very long repayment schedules, scaled over time so as to coincide with the projected cash flow from the concessions. As a result of the corporate reorganisation in the end of 2010, the Brisa Concession together with all the rights, obligations, assets, liabilities and contractual positions associated to it were transferred to BCR, that became the Group company with the greatest proportion of the Group's debt (approximately 2 450 000 thousand Euros at the end of 2012). Moreover, BCR is a company with a dynamic financial structure where the management of the liquidity risk and refinancing are of particular relevance. The new financial and contractual structure established at the end of 2010, common to all senior creditors, provides an effective ring-fencing to BCR as it limits the exposure of the loan creditors exclusively to this company. The limitation of the company’s financial risk, due to this contractual structure, combined with low operating risk resulting from the nature of BCR’s operations has allowed to obtain ratings that, currently, position BCR among the highest rating Portuguese companies (A-Stable by Fitch and BBB+Stable by Moody’s). These ratings were affected in 2011 by the sharp rise in Portugal's sovereign debt rating; however, at the end of 2011 the ratings given to BCR (BBB Negative Outlook by Fitch and Ba1 Negative Outlook by Moody’s). These ratings were affected especially in 2011 by the significant decrease in Portugal’s rating, BCR’s rating (BBB Negative Outlook by Fitch and Ba2 Negative Outlook by Moody’s) were at the end of 2012 above Portugal's ratings (one notch above in the case of Moody and two notches above in the case of Fitch). This constitutes recognition of BCR’s financial solidity and creditor protection ensured by its financial and contractual structure. The financial and contractual structure described above includes a set of covenants that, for creditors, represent an additional level of protection as, in certain circumstances, it may limit the borrowing capacity of BCR. One of the defined covenants respects the maintenance of a minimum BCR rating of, at least, Baa3/BBB-. As a consequence of the decline in the BCR long-term rating by Moody's to Ba1, in 29 November 2011, BCR became subject to a trigger event, then publicised, that not only inhibits BCR from paying dividends to its shareholders but also limits its ability to raise new borrowings to repay existing financial debt and / or to deposit funds into an account exclusively dedicated to the repayment of future maturing debt. There are also four covenants, to be highlighted due to their impact, in the form of financial ratios (designated as Senior Net Debt / EBITDA, Historic ICR, ICR and Forward Looking CLCR), for which two limits are set, one in the form of trigger event and another in the form of event of default, with two distinct levels of requirements imposed on BCR in case any of the ratios exceed such limits. Note that, as of the date 31 December 2012, all these ratios are within the specified limits, with an exception of the Net Senior Debt / EBITDA ratio, which computes a value of 7.01, exceeding the upper limit of 6.50 defined for the respective trigger level event status. Since BCR was already in trigger event since 29 November 2011 (following the rating decrease to Ba1), no additional contractual consequence applied to BCR.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 181

BCR has a Euro Medium-Term Notes Programme (EMTN) totalling 3 000 000 thousand Euros, of which 1 211 500 thousand Euros had not been used as of 31 December 2012. During 2012 four lots of bonds were issued under EMTN (both through public offering as well as through private placement - Note 27) totalling 688 500 thousand Euros of funds obtained in the capital market, thus enabling the company to comply with its strategy of extending the maturity of its debt. In order to ensure financial flexibility, at the end of 2012 BCR had contracted with the banking system, between credit lines and programs for the issuance of Commercial Paper with guaranteed subscription, the amount of 349 400 thousand Euros. The existence of reserve accounts to cover investment commitments and debt service also contributes to mitigate the financing risk. The maturity of financial liabilities at 31 December 2012, and 2011 was as follows:

2012 Up to 1 year 1 to 2 years 2 to 3 years More than 3 years Total

Borrowings 606 861 275 639 117 206 1 916 394 2 916 100 Compensation for operating losses 1 572 1 572 1 572 31 445 36 161 Prepaid service area income 2 897 2 897 2 897 3 325 12 016 Derivative financial instruments - - - 96 281 96 281 Trade payables 15 847 - - - 15 847 Suppliers of tangible fixed assets 10 779 241 248 1 169 12 437 Other liabilities 51 505 - - 14 676 66 181

689 461 280 349 121 923 2 063 290 3 155 023

2011 Up to 1 year 1 to 2 years 2 to 3 years More than 3 years Total

Borrowings 676 920 560 307 382 904 2 866 313 4 486 444 Compensation for operating losses 1 572 1 572 1 572 33 017 37 733 Prepaid service area income 2 633 2 633 2 633 5 180 13 079 Incentive plan ----- Derivative financial instruments - - - 264 190 264 190 Trade payables 18 537 - - - 18 537 Suppliers of tangible fixed assets 19 292 237 244 1 423 21 196 Other liabilities 67 497 - - 15 699 83 196

786 451 564 749 387 353 3 185 822 4 924 375

Project Finance The Brisa Group has the policy of competing, within consortiums, for new domestic and international road infrastructure concessions. Project finance has been used to fund these projects with the clear objective of separating each project in operating, financial and legal terms. The creation of companies with their own financing structures and no recourse to Brisa’s cash flow or assets (besides the capital commitments the amount of which is known at the beginning) enables the risk assumed by Brisa when investing in new concessions to be limited and quantified. Moreover, Brisa participates in these projects in partnership, normally with minority participations, thereby mitigating its exposure to each project. For each project a company is set up with its own financing structure and no recourse by creditors to Brisa’s cash flow or assets, (apart from the normal equity stand-by guarantees granted under the terms of these projects, the amount of which is known at the beginning). Therefore, the risk assumed by Brisa is limited to the amount of equity allocated to the project and the guarantees mentioned above.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 182 2012 Consolidated Annual Report

36.RELATED PARTIES Balances and transactions between the Group and related companies are detailed below. The terms and conditions practiced between Brisa and related parties are substantially the same as those that would normally be contracted, accepted and practiced between independent entities in comparable operations. Balances receivable from and payable to Group companies as of 31 December 2012 and 2011 were as follows: Trade and Other accounts other debtors Suppliers payable 2012 2011 2012 2011 2012 2011 AELO-Auto-Estradas do Litoral Oeste, S.A. 7 919 7 945 - - - - Efacec Group 32 25 1 810 2 609 30 6 ELOS - Ligações de Alta Velocidade, S.A. 874 835 - - - - José de Mello Group 2 3 79 43 305 332 José de Mello Saúde Group 200 339 22 42 -- Guimarães de Mello Group - - 2 - - - 9 027 9 147 1 913 2 694 335 338

Additionally, transactions carried out with associated companies in the years ended as of 31 December 2012 and 2011 were as follows:

Acquisition of Tangible fixed Intangible External supplies Sevices Other operating assets assets and services rendered income 2012 2011 2012 2012 2011 2012 2011 2012 2011

Efacec Group 33 1 138 13 278 13 507 83 81 13 - AELO - Auto-Estradas do Litoral Oeste, S.A. - - - - - 3 339 5 086 125 - José de Mello Group 360 351 164 925 629 - - - - José de Mello Saúde Group - - - 186 217 616 596 13 - ELOS - Ligação de Alta Velocidade, S.A. ------132 101 344

393 352 302 14 389 14 353 4 038 5 895 252 344

Remuneration of the members of Brisa’s corporate boards in the years ended 31 December 2012 and 2011 was as follows:

2012 2011 Executive directors: Fixed remuneration 1 925 1 950 Variable remuneration: 640 860 Defined benefits 272 276 Non-executive directors: Fixed remuneration 797 754 Supervisory Board 165 161 3 799 4 001

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 183

Remuneration of the Group’s key personnel in the years ended 31 December 2012 and 2011 was as follows:

2012 2011 Key managing personnel Fixed remuneration 6 021 6 887 Variable remuneration: 945 1 247 Defined benefits 205 216 7 171 8 350

37.APPROVAL OF THE FINANCIAL STATEMENTS The financial statements for the year ended 31 December 2012 were approved by the Board of Directors on 21 February 2013. 38.FEES OF THE OFFICIAL STATUTORY AUDITOR The fees of the Official Statutory Auditor for the year ended 31 December 2012 amounted to 30 thousand Euros. 39.NOTE ADDED FOR TRANSLATION These financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.

S. Domingos de Rana, 25 February 2013

The Accountant, registered under nº 62018

______João Rodrigues

THE BOARD OF DIRECTORS

Chairman: Vasco Maria Guimarães José de Mello Vice-chairman João Pedro Stilwell Rocha e Melo Member João Pedro Ribeiro de Azevedo Coutinho Member António José Lopes Nunes de Sousa Member Daniel Alexandre Miguel Amaral Member António Fernandes de Sousa Member Martin Wolfgang Johannes Rey Member Rui Alexandre Pires Diniz

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 184 2012 Consolidated Annual Report

Member Antonino Lo Bianco Member Michael Gregory Allen Member Maria Margarida de Lucena Corrêa de Aguiar Member Jorge Manuel Pereira Caldas Gonçalves Member Luis Eduardo Brito Freixial de Goes Member Graham Peter Wilson Marr

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 185

REPORT AND OPINION OF THE SUPERVISORY BOARD ON THE PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR 2012

1. In accordance with legal and statutory provisions, the Supervisory Board issues this Report and Opinion on the Management Report and other consolidated accounting documents of BRISA - Auto- Estradas de Portugal, S.A. that have been presented by its Board of Directors for the 2012 financial year.

2. Throughout the year under review, the Supervisory Board followed the management and the evolution of Company's businesses, having held regular meetings, which included, as a rule, the presence of the Director for financial affairs, the Corporate Secretary and the Official Auditor, entities with whom this Board actively collaborated. It also participated in the meeting of the Board of Directors that approved the management report and had access to the minutes of the meetings of this governing body and all financial and management accounting documents relating to either the parent company or its affiliates, as deemed necessary. The Supervisory Board was not aware of any situation violating legal and statutory rules.

3. With the periodicity deemed suitable, the Supervisory Board performed the duties provided in Article 420 of the Companies Code; namely, it assessed the accounting principles and valuation criteria used in the preparation of the financial information, which it deemed adequate and it followed the implementation of the risk management system, the development of internal audit actions and the efficiency of the internal control system.

4. The Supervisory Board considers that the Board of Directors’ report and the consolidated financial statements for the year ended as of 31 December 2012 (consolidated balance sheet, consolidated income and cash flow statements, the statement of changes in equity and the notes to the consolidated financial statements) provide an adequate view of the consolidated equity at the end of the financial year and provide a clear understanding of how profit and losses originated and how the business evolved. The financial information referred hereinabove is sustained by adequate accounting records and documents and was adequately prepared.

5. The Supervisory Board considers that the documentation referred above, made available by the Board of Directors, including a detailed report of the structure and corporate governance practices provided in article 245 of the Securities Code, were drawn up according to requirements.

6. The Supervisory Board assessed the legal certification of the consolidated financial statements issued by the Official Auditor under the terms of the law, which deserved its agreement; it analysed the annual audit report issued by the Official Auditor and the audit work developed, which in its opinion, was carried out with full independence.

7. The Supervisory Board followed and assessed the activity developed the methodology and the means employed by the External Auditor, which it deem adequate and was informed of the main conclusions of the work carried out, which were object of a jointly critical analysis with the External Auditor and which it deemed in overall terms, in accordance with its own perception on the subject.

8. The Supervisory Board expresses its appreciation for the collaboration received from the Board of Directors, the Official Auditor, the External Auditor and Services in general.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 186 2012 Consolidated Annual Report

OPINION

In view of the foregoing, the Supervisory Board is of the opinion that the conditions are met for the General Meeting of Brisa – Auto-Estradas de Portugal, SA to approve the Board of Directors' Report and the Consolidated Financial Statements for 2012.

Supervisory Board's Statement

As expressly requested by the Securities Commission (CMVM), the members of the Supervisory Board hereby warrant that, as far as they are aware, the information contained in the Management Report, Consolidated Balance Sheet and Consolidated Income Statements relating to 2012 was drawn up in compliance with the applicable accounting standards and regulations, and that it gives a true and fair view of the assets and liabilities, financial situation and results of the Company and the companies included in the consolidation, and faithfully describes the development of respective businesses, the performance and situation of the Company and its associate companies included in the consolidation, and addresses the main risks and uncertainties they face.

São Domingos de Rana, February 25, 2013.

THE SUPERVISORY BOARD

Francisco Xavier Alves (Chairman) Tirso Olazábal Cavero (Member) Joaquim Patrício da Silva (Member)

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 187

LEGAL CERTIFICATION OF CONSOLIDATED ACCOUNTS

Introduction

1. We have examined the consolidated financial statements of Brisa – Auto-Estradas de Portugal, S.A., which comprise the consolidated statement of financial position at 31 December 2012 (showing a total of 4 922 452 thousand Euros and total equity of 1 346 188 thousand Euros including consolidated net income attributable to equity holders in the amount of 41 940 thousand Euros), the separate consolidated statement of comprehensive income, the statement of changes in consolidated equity and the consolidated cash flow statements for the financial year ending on that date as well as the notes to the financial statements.

Responsibilities

2. It is the responsibility of the board of directors to prepare such consolidated financial statements that will present in a true and appropriate manner the financial position of the consolidated companies, consolidated net income from their operations, changes in equity and consolidated cash flows as well as adopt adequate accounting principles and policies and maintain appropriate internal control systems. 3. Our responsibility consists of expressing a professional and independent opinion, based on our examination of the mentioned financial statements.

Scope

4. Our examination has been conducted in accordance with the technical standards and auditing guidelines of the Portuguese chartered accountants’ society, that require that the examination shall be planned and executed with a view to obtaining an acceptable degree of comfort about the absence of materially relevant distortions in the consolidated financial statements. To that end, our examination has included: - the verification that the financial statements of the companies whose accounts have been consolidated and, for the significant cases where they have not been, the verification by sampling of the basis for the amounts and disclosures contained therein as well as the evaluation of the estimates used in their preparation, based on judgements and criteria defined by the board of directors; - the verification of consolidation practices and the application of the equity method; - the evaluation of the adequacy of adopted accounting principles, their unbiased application and disclosure, in view of the circumstances; - the verification of the applicability of the continuity principle; and - the evaluation of the overall adequacy of the presented consolidated financial statements. 5. Our examination has also comprised the verification that the financial information contained in the consolidated management report is consistent with the consolidated financial statements. 6. We consider that the conducted examination provides an acceptable basis for the expression of our opinion.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 188 2012 Consolidated Annual Report

Opinion

7. In our opinion, the mentioned consolidated financial statements present, in a true and appropriate manner, in all materially relevant respects, the consolidated financial position of Brisa – Auto-Estradas de Portugal, S.A. at 31 December 2012, consolidated net income from its operations and the consolidated cash flows in the financial year ending on that date in accordance with International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union.

Report on other legal requirements

8. It is also our opinion that the financial information contained in the Consolidated Management Report is consistent with the financial statements for the year.

Emphasis

9. Without affecting the opinion expressed in paragraphs 7 and 8, we would draw attention to the following: 9.1. As thoroughly disclosed in the Management Report and Note 5 to the financial statements, continuous deterioration in operation conditions of Brisal and Douro Litoral concessions compromised the viability of respective projects and the concessionaires’ capacity to fulfil their future obligations. In the light of this situation, taking into account the contractual mechanisms in force, namely those agreed with financial institutions, the Board of Directors of BRISA deemed that it no longer held an effective control over Brisal – Auto-Estradas do Litoral, SA and AEDL – Auto-Estradas do Douro Litoral, SA, and therefore, withdrew them from its consolidation perimeter. As result, BRISA financial statements ceased to include the assets, liabilities, income, expenses and cash flows of the said companies, but this did not have a relevant impact on its consolidated net worth and consolidated results, as the financial liabilities assumed by BRISA were previously and fully recorded.

Lisbon, 25 February 2013

ALVES DA CUNHA, A. DIAS & ASSOCIADOS Firm of Official Auditors represented by José Duarte Assunção Dias.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 189

AUDITORS’ REPORT

CONSOLIDATED FINANCIAL STATEMENTS

(Translation of a report originally issued in Portuguese)

Introduction

1. Pursuant to the article 245 of Portuguese Securities Market Code we hereby present our Auditors’ Report on the consolidated financial information contained in the Board of Directors’ Report and the accompanying consolidated financial statements of Brisa – Auto-Estradas de Portugal, S.A. (“the Company”) and its subsidiaries (“Group”) for the year ended 31 December 2012, which comprise the consolidated statement of financial position as of 31 December 2012 (that presents a total of 4,922,452 thousand Euros and shareholders’ equity of 1,346,188 thousand Euros, including a net consolidated loss attributable to the shareholders of the Company of 41,940 thousand Euros), the consolidated statements of income, of comprehensive income, of changes in shareholders’ equity and of cash flows for the year then ended and the corresponding notes.

Responsibilities

2. The Company’s Board of Directors is responsible for: (i) the preparation of consolidated financial statements that present a true and fair view of the financial position of the companies included in the consolidation, the consolidated results and the comprehensive income of their operations, the changes in consolidated shareholders’ equity and their consolidated cash flows; (ii) the preparation of historical financial information in accordance with International Financial Reporting Standards as endorsed by the European Union, which is complete, true, timely, clear, objective and licit, as required by the Portuguese Securities Market Code; (iii) the adoption of adequate accounting policies and criteria and the maintenance of appropriate system of internal control; and (iv) the disclosure of any significant facts that have influenced its operations and the operations of the companies included in the consolidation, their financial position, results and comprehensive income of operations.

3. Our responsibility is to perform an audit of the financial information contained in the accounting documents referred to above, including verifying that, in all material respects, the information is complete, true, timely, clear, objective and licit, as required by the Portuguese Securities Market Code, and to issue a professional and independent report based on our audit.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 190 2012 Consolidated Annual Report

Scope

4. Our audit was performed in accordance with the Auditing Standards (“ Normas Técnicas e as Directrizes de Revisão/Auditoria ”) issued by the Portuguese Institute of Statutory Auditors (“ Ordem dos Revisores Oficiais de Contas ”), which require the audit to be planned and performed with the objective of obtaining reasonable assurance about whether the consolidated financial statements are free of material misstatement. The audit included verifying, on a sample basis, evidence supporting the amounts and disclosures in the consolidated financial statements and assessing the significant estimates, based on judgments and criteria defined by the Board of Directors, used in their preparation. The audit also included verifying the consolidation procedures, the equity method adoption and that the financial statements of the companies included in the consolidation have been appropriately audited, assessing the adequacy of the accounting policies used, their uniform application and their disclosure, taking into consideration the circumstances, verifying the applicability of the going concern concept, verifying the adequacy of the overall presentation of the consolidated financial statements and assessing if, in all material respects, the consolidated financial information is complete, true, timely, clear, objective and licit. Our audit also included verifying that the consolidated financial information included in the Board of Directors’ Report is consistent with the consolidated financial statements as well as the provisions set out in paragraphs 4 and 5 of Article 451 of the Commercial Companies Code (“ Código das Sociedades Comerciais ”). We believe that our audit provides a reasonable basis for expressing our opinion.

Opinion

5. In our opinion, the consolidated financial statements referred to in paragraph 1 above, present fairly in all material respects, the consolidated financial position of Brisa – Auto-Estradas de Portugal, S.A. and of its subsidiaries as of 31 December 2012 and the consolidated results and comprehensive income of its operations, the changes on its consolidated shareholders’ equity and its consolidated cash flows for the year then ended, in conformity with International Financial Reporting Standards as endorsed by the European Union and the financial information contained therein is, under the terms of the definitions included in the auditing standards referred to in paragraph 4 above, complete, true, timely, clear, objective and licit.

Emphasis of a matter

6. As mentioned in greater detail in the Board of Directors’ Report and in Note 5 to the consolidated financial statements, under present conditions and future perspectives, the viability of Litoral Centro Concession and Douro Litoral Concession and their ability of meet their future commitments is compromised . Considering that: (i) via the existing contractual mechanisms, Brisa is not exposed to any variability in their future negative cash flows, (ii) those same mechanisms enable the financial institutions to redeem those concessions, at any time they deem appropriate, (iii) Brisa has already announced it will not accept any liability that may lead to a higher participation than that contractually assumed, (iv) the ability to manage those concessions is conditioned, as prior consent from the financial institutions is required for any decision outside the budget framework agreed in advance, it is Brisa’s Board of Directors understanding that an effective control over Brisal – Auto-Estradas do Litoral, S.A. and AEDL – Auto-Estradas do Douro Litoral, S.A. has ceased to exist.

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 2012 Consolidated Annual Report 191

Consequently, as from 31 October 2012, the consolidated financial statements do not include the assets, liabilities, income, expenses and cash flows of those concessions. The exclusion of those entities from the consolidation perimeter of the Group has not led to significant impacts on the shareholders’ equity and consolidated results since the responsibilities assumed by Brisa were previously fully recognized.

Report on other legal requirements

7. It is also our opinion that the consolidated financial information included in the Board of Directors’ Report is consistent with the consolidated financial statements for the year and the report on the corporate governance practices includes the information required to the Company, under Article 245 - A of the Portuguese Securities Market Code.

Lisbon, 25 February 2013

______Deloitte & Associados, SROC S.A. Represented by Carlos Alberto Ferreira da Cruz

XI - CONSOLIDATED FINANCIAL STATEMENTS AND ATTACHED NOTES 192 2012 Consolidated Annual Report

XII TRAFFIC STATISTICS

Brisa Concession

A1/IP1 AutoEstrada do Norte Traffic a ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Alverca (A1/A9)-V. Franca de Xira II 1.6 1.5 64 330 59 014 -8.0% -8.3% V. Franca de Xira II-V. Franca de Xira I 0.9 0.9 65 578 59 868 -8.5% -8.7% V. Franca de Xira I-Castanheira do Ribatejo b 0.8 0.7 53 567 47 988 -10.2% -10.4% Castanheira do Ribatejo-A1/A10 b 0.2 0.2 53 567 47 864 -10.4% -10.6% A1/A10-Carregado 0.2 0.2 61 553 54 151 -11.8% -12.0% Carregado-Aveiras de Cima 2.5 2.2 44 669 38 739 -13.0% -13.3% Aveiras de Cima-Cartaxo 1.4 1.2 34 524 29 256 -15.0% -15.3% Cartaxo-Santarém 1.0 0.9 35 079 29 665 -15.2% -15.4% Santarém-A1/A15 0.2 0.1 38 161 31 485 -17.3% -17.5% A1/A15-Torres Novas (A1/A23) 3.5 2.9 36 107 29 489 -18.1% -18.3% Torres Novas (A1/A23)-Fátima 1.9 1.6 25 365 21 491 -15.0% -15.3% Fátima-Leiria 1.4 1.2 25 758 22 107 -13.9% -14.2% Leiria-Pombal 2.1 1.9 24 409 21 386 -12.1% -12.4% Pombal-Condeixa 2.5 2.2 24 787 21 518 -13.0% -13.2% Condeixa-Coimbra Sul 0.7 0.6 26 087 22 661 -12.9% -13.1% Coimbra Sul-Coimbra Norte (A1/A14) 0.7 0.7 24 410 21 808 -10.4% -10.7% Coimbra Norte (A1/A14)-Mealhada 1.1 0.9 25 044 22 036 -11.8% -12.0% Mealhada-Aveiro Sul 2.1 1.9 24 437 21 617 -11.3% -11.5% Aveiro Sul-Albergaria (A1/IP5) 1.2 1.0 21 950 19 490 -11.0% -11.2% Albergaria (A1/IP5)-Estarreja 1.3 1.2 34 525 30 491 -11.4% -11.7% Estarreja-Feira 1.9 1.7 31 705 28 047 -11.3% -11.5% Feira-Espinho (IC24) 1.4 1.2 38 132 32 292 -15.1% -15.3% Espinho (IC24)-Feiteira 1.1 0.9 40 696 34 138 -15.9% -16.1% Castanheira do Ribatejo-PLLN c - 0.0 - 1 010 - - A1 32.0 27.8 31 562 27 352 -13.1% -13.3%

a traffic in 10 8 veh.km b 136 dias in operation c 136 dias in operation; PLLN - Lisboa Norte Logistics Platform

XII - TRAFFIC STATIST ICS 194 2012 Consolidated Annual Report

A2 AutoEstrada do Sul Traffic d ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Fogueteiro-Coina 1.4 1.3 44 553 38 381 -13.6% -13.9% Coina-Palmela 1.3 1.2 31 142 27 602 -11.1% -11.4% Palmela-A2/A12 0.2 0.2 31 380 27 809 -11.1% -11.4% A2/A12-Marateca 1.4 1.2 22 511 18 902 -15.8% -16.0% Marateca-A2/A6/A13 0.2 0.1 20 527 17 083 -16.5% -16.8% A2/A6/A13-Alcácer do Sal 1.6 1.3 17 197 14 027 -18.2% -18.4% Alcácer do Sal-Grândola Norte 1.3 1.0 15 319 12 326 -19.3% -19.5% Grândola Norte-Grândola Sul 0.6 0.5 11 544 9 209 -20.0% -20.2% Grândola Sul-Aljustrel 1.0 0.8 9 055 7 083 -21.6% -21.8% Aljustrel-Castro Verde 0.9 0.7 8 940 6 958 -22.0% -22.2% Castro Verde-Almodôvar 0.6 0.5 9 768 7 546 -22.5% -22.7% Almodôvar-S.B. Messines 1.2 0.9 9 999 7 718 -22.6% -22.8% S.B. Messines-Paderne (A22) 0.4 0.3 9 812 7 309 -25.3% -25.5% A2 12.2 10 14 850 12 123 -18.1% -18.4%

A3/IP1 AutoEstrada PortoValença Traffic e ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Maia-Santo Tirso 2.3 2.1 48 356 44 761 -7.2% -7.4% Santo Tirso-Famalicão 0.8 0.8 41 787 38 621 -7.3% -7.6% Famalicão-Cruz 0.7 0.6 21 620 19 358 -10.2% -10.5% Cruz-Braga Sul 0.5 0.4 18 630 16 567 -10.8% -11.1% Braga Sul-Braga Poente 0.1 0.1 7 673 6 860 -10.3% -10.6% Braga Poente-EN 201 0.5 0.5 7 114 6 382 -10.0% -10.3% EN201-Ponte de Lima Sul 0.3 0.3 7 928 7 219 -8.7% -9.0% Ponte de Lima Sul-Ponte de Lima Norte 0.0 0.0 10 354 10 511 1.8% 1.5% Ponte de Lima Norte-EN 303 0.5 0.4 6 482 5 805 -10.2% -10.4% EN 303-Valença 0.2 0.2 6 287 5 627 -10.3% -10.5% Braga Sul-Celeirós 0.1 0.1 14 769 13 401 -9.0% -9.3% Celeirós-EN14 0.1 0.1 24 517 22 710 -7.1% -7.4% A3 6.1 5.6 16 509 15 058 -8.5% -8.8%

d traffic in 10 8 veh.km e traffic in 10 8 veh.km

XII - TRAFFIC STATISTICS 2012 Consolidated Annual Report 195

A4/IP4 AutoEstrada PortoAmarante Traffic f ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Ermesinde-Valongo 0.6 0.6 40 313 36 996 -8.0% -8.2% Valongo-Campo 0.7 0.6 37 862 34 540 -8.5% -8.8% Campo-Baltar 0.8 0.7 32 303 30 190 -6.3% -6.5% Baltar-Paredes 0.6 0.6 27 807 26 074 -6.0% -6.2% Paredes-Guilhufe 0.2 0.2 24 011 22 488 -6.1% -6.3% Guilhufe-Penafiel 0.2 0.2 23 230 21 927 -5.3% -5.6% Penafiel-Castelões (A4/IP9) 0.6 0.5 20 204 19 084 -5.3% -5.5% Castelões (A4/IP9)-Amarante Poente 0.8 0.7 14 478 13 721 -5.0% -5.2% A4 4.4 4.1 24 986 23 315 -6.4% -6.7%

A5/IC15 AutoEstrada da Costa do Estoril Traffic g ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Estádio Nacional-Oeiras 1.5 1.4 115 909 107 842 -6.7% -7.0% Oeiras-Carcavelos 0.9 0.9 75 290 69 508 -7.4% -7.7% Carcavelos-Estoril 0.9 0.8 49 572 44 751 -9.5% -9.7% Estoril-Alcabideche 0.4 0.3 36 454 30 723 -15.5% -15.7% Alcabideche-Alvide 0.1 0.1 34 453 30 740 -10.5% -10.8% Alvide-Cascais 0.2 0.1 28 396 27 021 -4.6% -4.8% A5 3.9 3.6 6 3561 58 071 -8.4% -8.6%

A6/IP7 AutoEstrada Marateca (A2)Caia Traffic h ADT Change Substretch 2011 2012 2011 2012 Traffic ADT A2/A6/A13-Vendas Novas 0.6 0.5 7 988 6 653 -16.5% -16.7% Vendas Novas-Montemor-o-Novo Poente 0.5 0.4 7 326 6 098 -16.5% -16.8% Montemor-o-Novo Poente-Montemor-o-Novo Nascente 0.1 0.1 6 643 5 536 -16.4% -16.7% Montemor-o-Novo Nascente-Évora Poente 0.3 0.3 5 890 4 872 -17.1% -17.3% Évora Poente-Évora Nascente 0.2 0.1 2 768 2 312 -16.3% -16.5% Évora Nascente-Estremoz 0.4 0.3 3 440 2 857 -16.7% -17.0% Estremoz-Borba 0.1 0.1 2 602 2 179 -16.0% -16.3% Borba-Elvas Poente 0.2 0.2 2 511 2 091 -16.5% -16.7% A6 2.4 2.0 4 700 3 910 -16.6% -16.8%

f traffic in 10 8 veh.km g traffic in 10 8 veh.km h traffic in 10 8 veh.km

XII - TRAFFIC STATIST ICS 196 2012 Consolidated Annual Report

A9/IC18 CREL Circular Regional Exterior de Lisboa Traffic i ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Estádio Nacional (A5/A9)-Queluz 0.4 0.3 28 816 22 424 -22.0% -22.2% Queluz-A9/A16 0.3 0.2 28 478 19 855 -30.1% -30.3% A9/A16-Radial Pontinha 0.4 0.3 36 607 26 390 -27.7% -27.9% Radial Pontinha-Radial Odivelas 0.5 0.4 22 062 16 722 -24.0% -24.2% Radial Odivelas-A8/A9 0.3 0.2 23 324 17 833 -23.3% -23.5% A8/A9-Bucelas (Zambujal) 0.3 0.2 20 939 17 089 -18.2% -18.4% Bucelas (Zambujal)-A9/A10 0.4 0.3 13 190 10 523 -20.0% -20.2% A9/A10-Alverca 0.1 0.1 7 956 6 683 -15.8% -16.0% A9 2.7 2.0 21 228 16 199 -23.5% -23.7%

A10/IC2 AutoEstrada Bucelas (CREL)CarregadoIC3 Traffic j ADT Change Substretch 2011 2012 2011 2012 Traffic ADT A9/A10-Arruda dos Vinhos 0.3 0.2 11 244 9 146 -18.4% -18.7% Arruda dos Vinhos-Carregado 0.3 0.2 7 709 5 990 -22.1% -22.3% Carregado-Benavente 0.3 0.2 5 428 4 396 -18.8% -19.0% Benavente-A10/A13 0.1 0.0 2 120 1 673 -20.9% -21.1% A10 0.9 0.8 6 452 5 154 -19.9% -20.1%

A12/IC3 AutoEstrada SetúbalMontijo Traffic k ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Montijo-Pinhal Novo 0.7 0.6 17 692 14 872 -15.7% -15.9% Pinhal Novo-A2/A12 0.6 0.5 17 237 14 545 -15.4% -15.6% A2/A12-Setúbal 0.5 0.5 27 361 24 467 -10.3% -10.6% A12 1.8 1.5 19 547 16 760 -14.0% -14.3%

i traffic in 10 8 veh.km j traffic in 10 8 veh.km k traffic in 10 8 veh.km

XII - TRAFFIC STATISTICS 2012 Consolidated Annual Report 197

A13/IC3/IC11 AutoEstrada AlmeirimMarateca Traffic l ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Almeirim-Salvaterra Magos 0.4 0.3 3 915 3 034 -22.3% -22.5% Salvaterra Magos-A13/A10 0.2 0.1 3 995 3 096 -22.3% -22.5% A13/A10-Sto. Estevão 0.2 0.2 5 193 4 054 -21.7% -21.9% Sto. Estevão-Pegões 0.3 0.3 4 918 3 844 -21.6% -21.8% Pegões-Marateca 0.2 0.1 4 852 3 781 -21.9% -22.1% A13 1.3 1.0 4 472 3 481 -22.0% -22.2%

A14/IP3 Autoestrada Figueira da FozCoimbra (Norte) Traffic m ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Santa Eulália-Montemor-o-Velho 0.1 0.1 3 994 3 286 -17.5% -17.7% Montemor-o-Velho-EN335 0.1 0.1 4 111 3 393 -17.2% -17.5% EN335-Ançã 0.2 0.1 4 290 3 486 -18.5% -18.8% Ançã-Coimbra Norte (A14/A1) 0.1 0.1 7 132 5 918 -16.8% -17.0% A14 0.5 0.4 4 650 3 822 -17.6% -17.8%

Traffic n ADT Change Substretch 2011 2012 2011 2012 Traffic ADT BCR 68.1 58.8 18430 15855 -13.7% -14.0%

l traffic in 10 8 veh.km m traffic in 10 8 veh.km n traffic in 10 8 veh.km

XII - TRAFFIC STATIST ICS 198 2012 Consolidated Annual Report

Concessão Brisal

A17/IC1 AutoEstrada Marinha Grande (A8) Mira Traffic o ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Nó A8/A17 S - Nó A8/A17 N 0.0 0.0 5 516 4 560 -17.1% -17.3% Marinha Grande - Leiria (Norte) 0.2 0.2 6 393 5 359 -15.9% -16.2% Leiria (Norte) - Monte Real 0.1 0.1 7 383 6 158 -16.4% -16.6% Monte Real - Monte Redondo 0.1 0.1 7 201 5 967 -16.9% -17.1% Monte Redondo - Guia 0.2 0.1 7 122 5 893 -17.0% -17.3% Guia - Louriçal (IC8) 0.1 0.1 6 905 5 703 -17.2% -17.4% Louriçal (IC8) / Marinha das Ondas 0.1 0.1 6 106 5 109 -16.1% -16.3% Marinha das Ondas / A14 0.3 0.3 5 865 4 898 -16.3% -16.5% A14 / Quiaios 0.2 0.1 5 127 4 338 -15.2% -15.4% Quiaios / Tocha 0.3 0.3 5 891 5 015 -14.6% -14.9% Tocha / Mira 0.2 0.2 6 003 5 147 -14.0% -14.3% Mira / Mira PV 0.1 0.1 6 278 5 420 -13.4% -13.7% A17 2.1 1.8 6 205 5 217 -15.7% -15.9%

o traffic in 10 8 veh.km

XII - TRAFFIC STATISTICS 2012 Consolidated Annual Report 199

Atlântico Concession

A8/IC1 AutoEstrada do Oeste Traffic p ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Loures - CREL 0.2 0.2 43 852 41 295 -5.6% -5.8% CREL - Lousa 1.4 1.3 50 500 45 902 -8.9% -9.1% Lousa - Malveira 0.4 0.4 46 246 41 993 -8.9% -9.2% Malveira - Enxara 0.7 0.7 26 082 23 036 -11.4% -11.7% Enxara - Torres Vedras Sul 0.9 0.8 25 071 22 018 -11.9% -12.2% Torres Vedras Sul - Torres Vedras Norte (pagante) 0.4 0.4 19 560 17 050 -12.6% -12.8% Torres Vedras Norte - Ramalhal 0.2 0.2 21 617 19 039 -11.7% -11.9% Ramalhal - Campelos 0.6 0.5 16 084 13 945 -13.1% -13.3% Campelos - Bombarral 0.5 0.4 15 680 13 595 -13.1% -13.3% Zona Industrial - Tornada (Pagante) 0.1 0.1 10 294 8 693 -15.3% -15.6% Tornada - Alfeizerão 0.3 0.3 11 420 9 649 -15.3% -15.5% Alfeizerão - Valado de Frades 0.5 0.4 11 490 9 588 -16.3% -16.6% Valado de Frades - Pataias 0.3 0.2 11 638 9 452 -18.6% -18.8% Pataias - Marinha Grande Sul 0.4 0.3 11 327 9 320 -17.5% -17.7% Marinha Grande Sul - A17 0.1 0.1 11 387 9 522 -16.2% -16.4% Marinha Grande Sul - Marinha Grande Este 0.0 0.0 5 853 4 950 -15.2% -15.4% A17 - Marinha Grande Este 0.0 0.0 6 732 5 750 -14.3% -14.6% Marinha Grande Este - Leiria Sul 0.1 0.1 5 235 4 799 -8.1% -8.3% A8 7.2 6.3 19 013 16 642 -12.2% -12.5%

A15/IP6 AutoEstrada Caldas da RaínhaSantarém Traffic q ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Arnoia - A dos Negros (Pagante) 0.1 0.0 4 065 3 349 -17.4% -17.6% A dos Negros - A dos Francos 0.2 0.1 5 070 4 191 -17.1% -17.3% A dos Francos - Rio Maior Oeste 0.1 0.1 4 189 3 440 -17.7% -17.9% Rio Maior Oeste - Rio Maior Este 0.0 0.0 4 030 3 317 -17.5% -17.7% Rio Maior Este - Malaqueijo 0.1 0.1 5 267 4 329 -17.6% -17.8% Malaqueijo - Nó A1/A15 0.2 0.2 5 295 4 348 -17.6% -17.9% A15 0.7 0.6 4 854 3 995 -17.5% -17.7%

p traffic in 10 8 veh.km q traffic in 10 8 veh.km

XII - TRAFFIC STATIST ICS 200 2012 Consolidated Annual Report

Traffic r ADT Change Substretch 2011 2012 2011 2012 Traffic ADT Atlântico 7.9 6.9 15 059 13 110 -12.7% -12.9%

Douro Litoral Concession

A32/IC2 Lanço Oliveira de Azeméis / IP1 (S.Lourenço) Traffic s ADT Change Substretch 2011 t 2012 2011 t 2012 Traffic ADT EN 224 - EN 227 0.0 0.0 928 928 346.4% 0.0% EN 227 - Feira-Mansores 0.0 0.1 2 059 2 000 333.6% -2.9% Feira-Mansores - Gião-Louredo 0.0 0.1 4 577 4 729 361.2% 3.3% Gião-Louredo - Canedo 0.0 0.1 4 772 4 877 356.2% 2.2% Canedo - A32/A41 0.0 0.1 6 137 6 470 370.5% 5.4% A32/A41 - Olival 0.0 0.1 4 805 4 902 355.3% 2.0% Olival - A32/A1 0.0 0.1 5 585 5 647 351.3% 1.1% A32 0.1 0.5 4 059 4 136 354.8% 1.9%

A41/IC24 Lanço Picoto (IC2) / Nó da Ermida (IC25) Traffic u ADT Change Substretch 2011 v 2012 2011 v 2012 Traffic ADT Gandra - A4/A41 0.0 0.1 2 520 2 656 40.3% 5.4% A4/A41 - Z.I.C. 0.0 0.0 4 527 4 662 37.1% 3.0% Z.I.C. - Aguiar de Sousa 0.0 0.1 4 898 4 928 33.9% 0.6% Aguiar de Sousa - A41/A43 0.1 0.1 4 905 4 874 32.2% -0.6% A41/A43 - Medas 0.0 0.1 5 499 5 635 36.4% 2.5% Medas - A32/A41 0.1 0.1 4 529 4 919 44.5% 8.6% A32/A41 - Sandim 0.0 0.0 4 327 4 215 29.7% -2.6% Sandim - Argoncilhe 0.1 0.1 4 620 4 425 27.5% -4.2% A41 0.4 0.5 4 350 4 411 35.0% 1.4%

r traffic in 10 8 veh.km s traffic in 10 8 veh.km t 82 days in operation u traffic in 10 8 veh.km v 275 days in operation

XII - TRAFFIC STATISTICS 2012 Consolidated Annual Report 201

A43/IC29 Lanço Gondomar / Aguiar de Sousa (IC24) Traffic w ADT Change Substretch 2011 x 2012 2011 v 2012 Traffic ADT Gens - A41/A43 0.1 0.1 2 430 2 246 23.0% -7.6% A43 0.1 0.1 2 430 2 246 23.0% -7.6%

Traffic y ADT Change Substretch 2011 2012 2011 2012 Traffic ADT AEDL 0.6 1.1 3 993 4 055 96.5% 1.6%

Northwest Parkway Concession

ADT Change Substretch 2011 2012 ADT Northwest Parkway 11 318 11 938 5.5%

w traffic in 10 8 veh.km x 275 days in operation y traffic in 10 8 veh.km

XII - TRAFFIC STATIST ICS 202 2012 Consolidated Annual Report