FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2011 ASTM S.p.A. – 2011 Management Report AUTOSTRADA TORINO-MILANO Società per Azioni (public limited company) Share capital EUR 44,000,000 fully paid-up Tax code and registration number at the Register of Companies of Turin: 00488270018 Registered Office in Turin - Corso Regina Margherita 165 Website: http://www.autostradatomi.it e-mail: [email protected] Management and coordination: Argo Finanziaria S.p.A. MEMBERS OF THE BOARD OF Chairman DIRECTORS † Riccardo Formica Vice-Chairmen Daniela Gavio Marcello Gavio Managing Director Enrico Arona Directors Alfredo Cammara Sergio Duca (2) (3) Nanni Fabris (1) Cesare Ferrero (1)(2) Giuseppe Garofano Matteo Rocco (1)(2) Luigi Roth Alberto Sacchi Alvaro Spizzica Agostino Spoglianti Stefano Viviano Secretary Cristina Volpe BOARD OF STATUTORY AUDITORS Chairman Marco Fazzini Standing Auditors Ernesto Ramojno Lionello Jona Celesia (3) Substitute Auditors Massimo Berni Roberto Coda (1) Member of the “Remuneration Committee” (2) Member of the “Internal Audit Committee” (3) Member of the “Supervisory Body” DIRECTION General Manager Graziano Settime INDEPENDENT AUDITORS Deloitte & Touche S.p.A. † Died on 14 December 2011 TERM OF OFFICE The Board of Directors was appointed for three financial years by the Shareholders’ Meeting on 28 April 2010 and its term of office will expire with the Shareholders’ Meeting that will be held for the approval of the 2012 Financial Statements. The Board of Statutory Auditors was appointed for three financial years by the Shareholders’ Meeting on 29 April 2011 and its term of office will expire with the Shareholders’ Meeting that will be held for the approval of the 2013 Financial Statements. The Independent Auditors were appointed by the Ordinary Shareholders’ Meeting on 28 April 2009 and are in office for nine financial years. Their term of office will expire with the Shareholders’ Meeting that will be held for the approval of the 2017 Financial Statements. POWERS OF COMPANY OFFICERS The Chairman – who was appointed by the Shareholders’ Meeting on 28 April 2010 – legally represented the Company and exercised, untill 14 December 2011, the management powers granted to him by the Board of Directors on 13 May 2010 pursuant to art. 24 of the Articles of Association, within the limits set out by law and by the Articles of Association. The Vice-Chairmen – who were appointed by the Board of Directors on 13 May 2010 – were granted the same powers as the Chairman, which shall be exercised in case of absence or impediment of the latter. The Managing Director – who was appointed by the Board of Directors on 13 May 2010 – exercises the same powers as the Chairman. 2 ASTM S.p.A. – 2011 Management Report GROUP STRUCTURE AND BUSINESS SEGMENTS The ASTM Group operates through its investee companies in the sectors of licensed motorway operation, technology and construction. The current structure of the Group – only with regard to the main investee companies – is detailed below(1): ASTM S.p.A. 63,42% ASTM S.p.A. (SINA 1.72%) 99,5% 82,0% SIASSIAS S.p.A.S.p.A. 18,0% 0,5% SINA SINECO 99,9% 45,8% 100% 20,0% 13,59% 87,6% Holding SATAP ASA Piemonte e Road Link Serravalle SALT (Cile) Valle d'Aosta 40,3% 65,1% 36,5% 6,9% 41,2% 97,5% 84,62% 60,8% 60,0% 9,99% Autostrade ITINERA Lombarde ATIVA SAV SITAF SINELEC CISA ADF Asti‐Cuneo SAT (Bre.Be.Mi. ) 6,2 % 1,1% 1,4% 5% 50,0% 8,5% 8% 36,5% 28,1% T.E.M.SABROM SITRASBSITRASB ABC CODELFA 32,4% 25,4% 14,1% Motorway companies Technological services and tlc Holding Engineering companies Construction companies (1) The entire list of investee companies is included in the “Notes – Scope of consolidation” in the consolidated financial statements. 3 ASTM S.p.A. – 2011 Management Report Management Report 4 ASTM S.p.A. – 2011 Management Report MANAGEMENT REPORT Shareholders, First of all, we deeply and sadly mourn the loss of Mr. Riccardo Formica who, since 1981, has been Chairman of Your Company. After having fought against his illness with great resolution and constant devotion to life and work, he died in Turin on 14 December 2011. We express our sorrow to the family of Mr. Formica. We will never forget his humanity, intelligence, professionalism and competence. Shareholders, with regard to 2011, the operating performance of the ASTM Group shows further consolidation of the main economic-financial indicators. More specifically, the increase in the item “motorway sector revenue” (equal to EUR 55.3 million), together with the increase in the other Group business segments, was mainly reflected in the “gross operating margin”, up by approximately EUR 50.6 million (+9.4%), amounting to EUR 588 million. The “operating cash flow”, equal to EUR 415.7 million, increased by EUR 39.5 million (+10.5%); as at 31 December 2011, the “net financial indebtedness”, equal to EUR 1.6 billion, was mainly unchanged as compared to the previous financial year, thanks to the significant generation of cash flows and despite investments in motorway infrastructures amounting to EUR 281 million. The stability of the regulatory framework is confirmed by the toll increases granted by the Granting Body as from 1 January 2012 for the investments made. 5 ASTM S.p.A. – 2011 Management Report OPERATING ACTIVITIES TOLLS The toll increases approved as from 1 January 2011 are detailed below: Inflation (1) Productivity Quality Recovery of 2011 X 2011 K TOTAL INCREASE indicator parameter increases for (%) component component previous years (d) (e) (a)+(b)+(c)+(d)+(e)+(f) (a) (b) (c) (f) Satap S.p.A. – A4 Section - Turin-East Novara 1.50 - - 3.98 6.90 - 12.38 - East Novara-Milan 1.50 - 0.57 3.98 6.90 - 12.95 Satap S.p.A. – A21 Section 1.50 - 0.34 2.92 5.07 - 9.83 Ativa S.p.A.(2) 1.50 (0.65) (0.03) - 6.04 - 6.86 Autocamionale della Cisa S.p.A. 0.63 - - 0.24 5.26 - 6.13 Autostrada Asti-Cuneo S.p.A. - - - - - - - Autostrada dei Fiori S.p.A. 0.63 - - - 3.68 0.39 4.70 SALT S.p.A. 0.63 - - - 4.09 0.04 4.76 SAV S.p.A. 0.63 - - 8.05 2.04 8.23 18.95 (1) With regard to SATAP S.p.A. and ATIVA S.p.A., this is the “inflation target”; with regard to Autocisa S.p.A., ADF S.p.A., SALT S.p.A. and SAV S.p.A., this indicates 70% of the “actual inflation” of the last 12 months. (2) Company consolidated using the “proportional method” for a 41.17% share. The weighted average tariff increase on an annual basis is equal to approximately 8.39%. * * * The toll increases approved as from 1 January 2012 are detailed below: Inflation (1) Productivity Quality 2011 X 2011 K TOTAL INCREASE indicator parameter (%) component component (d) (e) (a)+(b)+(c)+(d)+(e) (a) (b) (c) Satap S.p.A. – A4 Section - Turin-East Novara 1.50 - - 3.98 0.84 6.32 - East Novara-Milan 1.50 - 0.48 3.98 0.84 6.80 Satap S.p.A. – A21 Section 1.50 - 0.37 2.92 4.91 9.70 Ativa S.p.A.(3) 1.50 (0.65) (0.01) - 5.82 6.66 Autocamionale della Cisa S.p.A. 1.47 - - 0.24 6.46 8.17 Autostrada Asti-Cuneo S.p.A. - - - - - - AdF S.p.A. 1.47 - - - 3.75 5.22 SALT S.p.A. 1.47 - - - 4.21 5.68 SAV S.p.A. 1.47 - - 8.05 2.23 11.75 (1) With regard to SATAP S.p.A. and ATIVA S.p.A., this is the “inflation target”; with regard to Autocisa S.p.A., ADF S.p.A., SALT S.p.A. and SAV S.p.A., this indicates 70% of the “actual inflation” of the last 12 months. (2) Company consolidated using the “proportional method” for a 41.17% share. The weighted average tariff increase on an annual basis is equal to approximately 7.1%. With regard to the toll increase for the A4 Section Turin-Milan, it is noted that, against a “k component” set out in the agreement equal to 9.81%, the section under analysis was valued at 0.84%. This decrease was due to a delay in the completion of the agreement between the State and the Region, with a consequent delay in the improvement works on the Lombardy motorway stretch. The toll difference due to the said component will be gradually recovered in future financial years, together with the implementation of the investments. 6 ASTM S.p.A. – 2011 Management Report TRAFFIC The general traffic performance for each single quarter of 2011, as compared to the same periods in 2010, is detailed below: 2011 2010 Change (millions vehicle/km) Light Heavy Light Heavy Light Heavy Total Total Total vehicles vehicles vehicles vehicles vehicles vehicles Q1: 1/1 – 31/3 1,827 613 2,440 1,835 591 2,426 -0.43% +3.73% +0.59% Q2: 1/4 – 30/6 2,204 688 2,892 2,252 676 2,928 -2.14% +1.80% -1.23% Q3: 1/7 – 30/9 2,525 640 3,165 2,565 650 3,215 -1.62% -1.40% -1.57% Q4: 1/10 – 31/12 1,897 608 2,505 1,945 638 2,583 -2.44% -4.86% -3.04% FY:1/1 – 31/12 8,453 2,549 11,002 8,597 2,555 11,152 -1.69% -0.23% -1.35% Flooding events -1.55% -0.12% -1.22% As shown in the table above, traffic in 2011 had an irregular trend: the increase in traffic volumes (especially with regard to “heavy vehicles”) in the first part of the financial year was offset by a gradual decrease especially in the last quarter.