SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2009 ASTM S.p.A. – 2009 Management Report In 2009 we mourned the death of Mr Marcellino Gavio and his brother, Mr Pietro Gavio. Thanks to their constant work, as well as their entrepreneurship, intelligence and deep humanity, the Group (that was renamed after them) and the Autostrada Torino- Milano Group – that the Gavio family joined in 1981 – were able to grow and establish themselves both at a national and international level. The Directors, Auditors, Managers and the staff of the whole Group deeply and sadly mourn their loss. 2 ASTM S.p.A. – 2009 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 Web site: http://www.autostradatomi.it e-mail: [email protected] Direction and coordination: Argo Finanziaria S.p.A. MEMBERS OF THE BOARD OF Chairman DIRECTORS Riccardo Formica Vice-Chairman Daniela Gavio Managing Director Alberto Sacchi Directors Giovanni Angioni (1) Enrico Arona Alfredo Cammara Ernesto Maria Cattaneo (1)(2) Nanni Fabris Cesare Ferrero (2) Giuseppe Garofano Vittorio Rispoli Alvaro Spizzica (1) (2) Agostino Spoglianti Secretary Cristina Volpe (1) Member of the “Remuneration Committee” (2) Member of the “Internal Audit Committee” BOARD OF STATUTORY AUDITORS Chairman Enrico Fazzini Standing Auditors Alfredo Cavanenghi Lionello Jona Celesia Substitute Auditors Massimo Berni Roberto Coda DIRECTION General Manager Graziano Settime INDEPENDENT AUDITORS Deloitte & Touche S.p.A. TERM OF OFFICE The Board of Directors was appointed for three financial years by the Shareholders’ Meeting on 10 May 2007 and its term of office will expire with the Shareholders’ Meeting held for the approval of the 2009 Financial Statements. The Board of Statutory Auditors was appointed for three financial years by the Shareholders’ Meeting on 13 May 2008 and its term of office will expire with the Shareholders’ Meeting held for the approval of the 2010 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 held for the approval of the 2017 Financial Statements. POWERS OF COMPANY OFFICERS The Chairman – who was appointed by the Shareholders’ Meeting on 10 May 2007 – legally represents the Company and exercises the management powers granted to him by the Board of Directors on 10 May 2007 pursuant to art. 24 of the Articles of Association, within the limits set out by law and by the Articles of Association. The Vice-Chairman – who was appointed by the Board of Directors on 10 May 2007 – was 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 10 May 2007 – exercises the same powers as the Chairman. 3 ASTM S.p.A. – 2009 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% (SINA 1.72%) 99.5% 82.0% SIASSIAS S.p.A. 18.0% 0.5% SINA SINECO 99.9% 50.0% 45.0% 100% 20.0% 84.4% 87.4% 58.5% 65.0% APC ASA Holding (ITINERA 5%) SATAP Piemonte e (Cile) (Cile) Road Link CISA SALTSAL Valle d'Aosta SINELEC + ARGO 0.07% Asti-Cuneo (39.01%) 40.3% 41.2% 65.1% 36.5% 60.8% ITINERA ATIVA SAV SITASITAF ADF 6.2% 1.4% 1.1% 36.5% 28.1% SITRASB ABC SITRAS 32.4% 25.4% 14.1% Construction companies Motorway companies Holding companies Technology and tlc services Planning, engineering and infrastructure maintenance (1) The entire list of investee companies is included in the “Notes – Scope of consolidation” in the consolidated financial statements. 4 ASTM S.p.A. – 2009 Management Report Management Report 5 ASTM S.p.A. – 2009 Management Report MANAGEMENT REPORT Shareholders, the 2009 Separate Financial Statements of ASTM S.p.A., which we hereby present for your analysis and approval, showed a profit of EUR 33.8 million; as illustrated below, this result was mainly due to the dividends collected from subsidiaries. With regard to the Consolidated Financial Statements of the ASTM Group, the profit for the period showed a “profit attributable to the Group” of EUR 88.7 million (EUR 41.2 million as at 31 December 2008). The result achieved in 2009 benefited from both the recovery of the “gross operating margin” (+EUR 34 million) and the improvement in “financial components” (net of minority shares). The trend of stock exchange prices of listed securities held by the Group, together with the pro- quota increase in income from associated companies, significantly contributed to the increase in the financial income result, that was up by approximately EUR 57 million compared to 2008. 6 ASTM S.p.A. – 2009 Management Report STANDARD AGREEMENTS, INVESTMENTS AND GROUP FINANCIAL STRUCTURE In the last months of the year under review, a specific regulation – that was included within the so- called “2010 Finance Law” (Law no. 191, article 2, paragraph 202 of 23 December 2009) – was issued according to which all Standard Agreements signed with the Granting Body by 31 December 2009 are approved. The Standard Agreements signed on 2 September 2009 by the subsidiaries SALT S.p.A., SAV S.p.A. and ADF S.p.A., as well as by the associated company SITAF S.p.A. on 22 December 2009, are also included. Moreover, information is awaited from the Granting Body ANAS with regard to the effectiveness of the said agreements. Moreover, during the meeting held on 22 January 2010, the Interministerial Economic Planning Committee (CIPE) approved the so-called “sub-plan” of the subsidiary CISA S.p.A. according to which the construction of a first stretch (approx. 15 km, including any related junctions) of the motorway link between Parma and the Brenner motorway will be self-financed for a total of EUR 513 million. Moreover, the CIPE acknowledged that the updated cost for the whole infrastructure amounts to approximately EUR 2.73 billion and that the related Financial Balance Plan needs a public grant of EUR 900 million, with a value for taking over of about EUR 1.7 billion to be guaranteed by FGOP (public work insurance fund). On 3 March 2010 the new Standard Concession Agreement was signed with the Granting Body (pursuant to Law 286/2006), which replaces the former one that was signed on 9 July 2007. The new agreement (according to which the concession will expire on 31 December 2031) implements the economic-financial plan for the first said stretch of the motorway link with the Brenner motorway. Moreover, the effectiveness of this Agreement is subject to the implementation of the approval procedure set out by Law 286/2006 as amended and supplemented. The renewal process of agreements was completed, which led – against the commitment to carry out an investment plan for approximately EUR 2.8 billion – to the acknowledgment of toll increases aimed at ensuring that the plan is implemented. The realisation of the investment plans set out in the agreement implies the need (i) to define the prospective financial structure of the Group; and (ii) to find further financial resources for this purpose. The aim is the ideal allocation of the medium/long-term indebtedness, according to which it will be possible to efficiently combine the needs related to planned investments and the expected flows of operating companies with the highest generation of cash flows. Based on the above information, and thanks to the support of financial and legal advisors, a prospective financial structure has been identified for the progressive centralisation of the Group funding within the subsidiary SIAS S.p.A.. This centralisation – with regard to both banking and institutional counterparties and the capital market (by means of bond issues in favour of Italian and foreign investors) – will allow for a higher efficiency and rationality in raising financial resources. 7 ASTM S.p.A. – 2009 Management Report With regard to the gathering of financial resources, it is noted that on 30 December 2009, the European Investment Bank and the intermediary banks Mediobanca and Unicredito signed two funding agreements (for a total amount of EUR 500 million and with a duration of 15 and 20 years, respectively) that will fund, through the subsidiary SIAS, the investment plans of each single licensee controlled by the Group. The agreements with the intermediary banks will be signed by the end of the first half of 2010. Moreover, on 25 February 2010 a financing agreement was signed between the subsidiary SATAP S.p.A. and the Cassa Depositi e Prestiti (Deposit and Loan Bank) equal to EUR 450 million and with a duration of 15 years, aimed at completing the renewal of the A4 Section Turin-Milan. Also in view of a diversification of financing sources, further corporate financing forms are being assessed, according to which bond issues (that cannot be converted into shares) can also be used. 8 ASTM S.p.A. – 2009 Management Report ECONOMIC, EQUITY AND FINANCIAL DATA Implementation of IFRIC 12 As extensively described in the paragraph “Principles of consolidation and valuation criteria” of the “Notes”, the consolidated financial statements of the ASTM Group as at 31 December 2009 implement the effects of the first application of Interpretation IFRIC 12 – Service Concession Arrangements approved on 25 March 2009 by means of Regulation (EC) no.